**Exhibit
        10.3**
  **AGREEMENT**
 
 **AGREEMENT** (this
“ **Agreement** ”)
        dated
        as of August 14, 2005 by and among Solomon Technologies, Inc., **** a
        Delaware corporation (the **“** **Company** **”** ),
        Woodlaken LLC (“ **Woodlaken** ”),
        Jezebel Management Corporation (“ **Jezebel** ”),
        Pinetree (Barbados) Inc. (“ **Pinetree** ”)
        and
        Coady Family LLC (“ **Coady** ”,
        and,
        together with Woodlaken, Jezebel and Pinetree, the “ **Investors** ”).
 
 **W********I********T********N********E********S********S********E********T********H****:**
 
 **WHEREAS** ,
        the
        Company sold $450,000 aggregate principal amount of Senior Secured Promissory
        Notes to the Investors in the amounts set forth on Schedule 1 (the “ **Notes** ”);
 
 **WHEREAS** ,
        the
        Company and the Investors now wish to amend the Notes to extend their maturity
        until October 1, 2005;
 
 **WHEREAS** ,
        Company
        has authorized the sale of up to an additional $300,000.00 of Senior Secured
        Promissory Notes (the “ **Additional
        Notes** ”);
        and
 
 **WHEREAS** ,
        the
        Investors and the Company now wish to amend that certain Security Agreement
        dated as of March 16, 2005 by and between the Company and the Investors (the
        “ **Security
        Agreement** ”)
        to
        provide  that
        the
        Additional Notes, when issued, will be entitled to share in the security
        interest in the Company’s assets provided by such agreement on a *pari
        passu* basis
        with the holders of the Notes.
 
 **NOW,
        THEREFORE** ,
        in
        consideration of the premises and the mutual covenants and agreements contained
        herein and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto, intending
        to
        be legally bound, hereby agree as follows:
 1. **AMENDMENT
        OF NOTES**.
 1.1.  **Extension
          of Maturity Date** .
          Each of
          the outstanding Notes is hereby amended by striking the maturity date of
          August
          15, 2005 and substituting therefor a new maturity date of October 1,
          2005.
  1.2  **Outstanding
        and Additional Notes** ***Pari
        Passu*** .
        Each of
        the outstanding Notes is hereby amended to provide that (i) each of the
        outstanding Notes is payable *pari
        passu* with the
        other outstanding Notes and (ii) each of the Additional Notes, when issued
        and
        sold, shall be payable *pari
        passu* with the
        outstanding Notes.
  
 1.3  **Full
        Force and Effect** .
        Except
        as amended hereby, the terms of the Notes remain in full force and
        effect.
  2. 
          **AMENDMENT OF SECURITY AGREEMENT**.
 2.1  **Security
        Agreement**. Section
        20 of the Security Agreement is hereby deleted and replaced in its entirety
        with
        the following:
  Section
        20.  **Additional
        Secured Parties** .
        The
        Debtor, Woodlaken, Jezebel, Pinetree (Barbados), Inc. (“Pinetree”) and Coady
        Family LLC (“Coady”) acknowledge that the Debtor may sell up to an additional
        $300,000 aggregate principal amount of promissory notes having substantially
        the
        same terms as the Notes (for a maximum aggregate principal amount of $750,000)
        and such parties, and all persons who become Secured Parties after the date
        hereof, agree that upon the sale of a promissory note and the execution of
        a
        joinder agreement in the form of Schedule
        B hereto
        by the purchaser thereof, (i) such purchaser shall be deemed as “Secured Party”
        hereunder and (ii) Schedule
        A hereto
        shall be amended to include all relevant information pertaining to such
        purchaser and the Note purchased by him, her or it. Schedule
        A as so
        amended shall be initialed or signed by the President of the
        Debtor.
  3. 
        **MISCELLANEOUS**.
  3.1.  **Law
        Applicable** .
        This
        Agreement shall be governed by and construed pursuant to the laws of the
        State
        of New York, without giving effect to conflicts of laws principles.
  3.2  **Counterparts** .
        This
        Agreement may be executed in counterparts, each of which shall be an original,
        but all of which together shall constitute one and the same instrument and
        it
        shall not be necessary in making proof of this Agreement to account for all
        such
        counterparts.
 
 ***Remainder
        of Page Intentionally Left Blank***
  2
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned have hereunto set their hands to this Agreement as of the day
        and
        year first above written.
 **COMPANY**:**SOLOMON TECHNOLOGIES,
                INC.**By:
              /s/ Peter
                W. DeVecchis, Jr.Name:
                Peter W. DeVecchis, Jr.Title:  
                President
 **WOODLAKEN
                LLC**By:
              /s/ Gary
                M. LaskowskiName:
                Gary M. LaskowskiTitle:  
                Manager
 **JEZEBEL MANAGEMENT
                CORPORATION**By:
              /s/ Michael
                A. D’AmelioName:
                Michael A. D’AmelioTitle:  
                President
 **PINETREE (BARBADOS)
                INC.**By:
              /s/
                J. Gordon MurphyName:
                J. Gordon MurphyTitle:  
                President
 **COADY FAMILY LLC**By:
              /s/
                Patrick D. CoadyName:
                Patrick D. CoadyTitle:  
                Manager
   3
 **SCHEDULE
        1**
 
 **Senior
        Notes**
 
 **Name
                  of Investor**
              **Date
                  Issued**
              **Principal
                  Amount**Woodlaken
                  LLC
              March
                  7, 2005
              $
              40,000.00Jezebel
                  Management Corporation
              March
                  16, 2005
              $
              100,000.00Pinetree
                  (Barbados) Inc.
              April
                  1, 2005
              $
              50,000.00Woodlaken
                  LLC
              April
                  1, 2005
              $
              10,000.00Jezebel
                  Management Corporation
              April
                  18, 2005
              $
              75,000.00Coady
                  Family LLC
              May
                  25, 2005
              $
              100,000.00Jezebel
                  Management Corporation
              July
                  8, 2005
              $
              75,000.00