Solomon
      Technologies, Inc.

    August
      15, 2008

    


    Stock
      Option Agreement

    


    Solomon
      Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to
      Michael A. D’Amelio (the “Optionee”) an option to purchase shares of its Common
      Stock, par value $0.001 per share (the “Common Stock”), subject to the
      following:

    


    1. Grant
      of Option.
      The
      Company hereby grants to the Optionee the option to purchase from the Company
      upon the terms and conditions hereinafter set forth ten million shares of Common
      Stock (the “Option Shares”) at a purchase price of three cents ($0.03) per share
      (the “Option”). The date of grant of this Option is August 15, 2008 (“Date of
      Grant”).

    


    2. Relationship
      to Plan.
      This
      Option is a non-qualified option that is not granted pursuant to the Company’s
      2003 Stock Plan.

    


    3. Option
      Term.
      The
      term of the Option and of this Option Agreement (the "Option Term") shall
      commence on the Date of Grant set forth above and shall terminate May 31, 2013
      (the "Expiration Date"). As of the Expiration Date, all rights of the Optionee
      hereunder shall terminate.

     

    4. Conditions
      of Exercise.
      The
      Option is fully vested and unconditionally exercisable as provided
      herein.

     

    5. Termination
      of Services.

    


    (a) If
      the
      employment of the Optionee by, or the services of the Optionee as a director
      of,
      or consultant or advisor to, the Company or a subsidiary corporation of the
      Company shall be terminated for any reason, then this Option may be exercised
      at
      any time within one (1) year after such termination. For purposes of this
      subsection (a), if the Optionee leaves the employ or services of the Company
      to
      become an employee or non-employee director of, or a consultant or advisor
      to, a
      subsidiary corporation of the Company or a corporation (or subsidiary or parent
      corporation of the corporation) that has assumed the obligation of the Company
      set forth in this Stock Option Agreement as a result of a corporate
      reorganization or the like, the Optionee shall not be considered to have
      terminated his or her employment or services.

     

    (b)
      If
      the Optionee dies while employed by, or while serving as a non-employee director
      of or a consultant or advisor to, the Company or a subsidiary corporation of
      the
      Company, then this Option may be exercised by the estate of the Optionee, or
      by
      a person who acquired the right to exercise this Option by bequest or
      inheritance or by reason of the death of the Optionee, at any time within one
      (1) year after such death.

     

    (c)
      If
      the Optionee ceases employment or services because of (i) permanent and total
      disability as set forth in Option’s Amended 2008 Employment Agreement and Plan
      while employed by, or while serving as a non-employee director for or consultant
      or advisor to, the Company or a subsidiary corporation of the Company, then
      this
      Option may be exercised at any time within one (1) year after the Optionee’s
      termination of employment, termination of directorship or termination of
      consulting or advisory services, as the case may be, due to the
      disability.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    6. Methods
      of Exercise.
      This
      Option shall be exercisable by a written notice in the form adopted by the
      Board
      or the Committee that specifies the number of shares to be purchased. The notice
      shall be accompanied by payment of the full amount of the option price
      (i) by cash or check payable to the Company, (ii) by the delivery to
      the Company of shares of the Company’s stock having a value equal to the
      exercise price, or (iii) by a combination of the foregoing. Upon receipt of
      such payment, the Company will thereafter deliver or cause to be delivered
      to
      the Optionee (or if any other individual or individuals are exercising this
      option, to such individual or individuals) at the office of the Company, a
      certificate or certificates for the number of shares with respect to which
      this
      Option is being exercised, registered in the name or names of the individual
      or
      individuals exercising the option; provided, however, that if any law or
      regulation or order of the Securities and Exchange Commission (“Commission”) or
      other body having jurisdiction in the premises shall require the Company or
      Optionee (or other individual or individuals exercising this option) to take
      any
      action in connection with the shares being purchased, the delivery of the
      certificate or certificates for such shares shall be delayed until such action
      has been taken.

    


    7.
       Piggyback
      Registration Rights.
      If at
      any time after the date hereof, the Company shall determine to prepare and
      file
      with the Commission a registration statement (“Registration Statement”) relating
      to an offering for its own account or the account of others of any of its equity
      securities (other than on Form S-4 or Form S-8 or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans), then the Company
      shall send a written notice of such determination to Optionee and, if within
      ten
      calendar days after the date of delivery of such notice, Option shall so request
      in writing, the Company shall include in such registration statement all or
      any
      part of the shares of the Company’s common stock underlying the Option
      (“Underlying Shares”) as the Optionee requests to be registered so long as such
      Underlying Shares are proposed to be disposed in the same manner as those
      securities set forth in the registration statement; provided, however, if the
      offering is an underwritten offering and was initiated by the Company or at
      the
      request of a shareholder, and if the managing underwriters advise the Company
      that the inclusion of Underlying Shares requested to be included in the
      Registration Statement would cause an adverse effect on the success of any
      such
      offering, based on market conditions or otherwise (an “Adverse Effect”), then
      the Company shall be required to include in such Registration Statement, to
      the
      extent of the amount of securities that the managing underwriters advise may
      be
      sold without causing such Adverse Effect, (a) first, the securities of the
      Company and (b) second, the shares, including the Underlying Shares, of all
      shareholders, on a pro rata basis, requesting registration and whose shares
      the
      Company is obligated by contract to include in the Registration Statement;
      provided, further, however, to the extent that all of the Underlying Shares
      are
      not included in the initial Registration Statement, the Optionee shall have
      the
      right to request the inclusion of its Underlying Shares in subsequent
      Registration Statements until all such Shares have been registered in accordance
      with the terms hereof and all such Underlying Shares have been registered in
      accordance with the terms thereof. If the offering in which the Underlying
      Shares is being included in a Registration Statement is a firm commitment
      underwritten offering, unless otherwise agreed by the Company, the Optionee
      shall sell its Underlying Shares in such offering using the same underwriters
      and, subject to the provisions hereof, on the same terms and conditions as
      the
      other shares of Common Stock that are included in such underwritten offering.
      The Company shall use its best efforts to cause any Registration Statement
      to be
      declared effective by the Commission as promptly as is possible following it
      being filed with the Commission and to remain effective until all Underlying
      Shares subject thereto have been sold. All fees and expenses incident to the
      performance of or compliance with this Section 7 by the Company shall be borne
      by the Company whether or not any Underlying Shares are sold pursuant to the
      Registration Statement. The Company shall indemnify and hold harmless the
      Optionee to the fullest extent permitted by applicable law, from and against
      any
      and all losses, claims, damages, liabilities, costs (including, without
      limitation, reasonable attorneys’ fees) and expenses (collectively, the
“Losses”),
      as
      incurred, arising out of or relating to (i) any untrue or alleged untrue
      statement of a material fact contained in the Registration Statement, any
      prospectus included therein or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading or (ii) any violation
      or alleged violation by the Company of the Securities Act of 1933, as amended
      (“Securities Act”), the Securities Exchange Act of 1934 or any state securities
      law, or any rule or regulation thereunder, in connection with the performance
      of
      its obligations under this Section 7, except to the extent, but only to the
      extent, that such untrue statements or omissions referred to in (i) above are
      based solely upon information regarding the Optionee furnished in writing to
      the
      Company by the Optionee expressly for use therein, or to the extent that such
      information relates to the Optionee or the Optionee’s proposed method of
      distribution of Underlying Shares and was reviewed and expressly approved in
      writing by the Optionee expressly for use in the Registration Statement, such
      prospectus or such form of prospectus or in any amendment or supplement thereto.
      The rights of the Optionee under this Section 7 shall survive for so long as
      this Option is exercisable until all Underlying Shares have been either
      registered under a Registration Statement or been sold pursuant to an exemption
      to the registration requirements of the Securities Act.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    8. Purchase
      for Investment.
      This
      Option is granted on the condition that the purchase of shares of Common Stock
      hereunder shall be for the account of the Optionee (or other individual or
      individuals exercising this option) for investment purposes and not with a
      view
      to the resale or distribution thereof, except that such condition shall be
      inoperative if the offering and sale of shares subject to the Option is
      registered under the Securities Act, or if in the opinion of counsel for the
      Company such shares may be resold without registration. At the time of any
      exercise of the Option, the Optionee (or other individual or individuals
      exercising this option) will execute such further agreements as the Company
      may
      require to implement the foregoing condition and to acknowledge the Optionee’s
      (or such other individual’s) familiarity with restrictions on the resale of the
      shares under applicable securities laws.

    


    9. Nontransferability
      of Option.
      This
      Option shall not be transferable by the Optionee otherwise than by will or
      the
      laws of descent or distribution, and this Option shall be exercisable during
      the
      Optionee’s lifetime only by him or her.

    


    10. Governing
      Law and Interpretation.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. It shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors, assigns and legal
      representatives.

    


    11. Miscellaneous.
      The
      Optionee shall have no rights as a stockholder with respect to the shares
      subject to this Option until the exercise of the Option and the issuance of
      a
      stock certificate for the shares with respect to which the Option shall have
      been exercised. Nothing herein contained shall impose any obligation on the
      Company or the Optionee with respect to the Optionee’s employment by the
      Company. Nothing herein contained shall impose any obligation upon the Optionee
      to exercise the option.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the Company and the Optionee have caused this agreement to
      be
      executed on the date first above written.

    


    
      	
              SOLOMON
                TECHNOLOGIES, INC.

            
	 	 
	
              By:

            	
              /s/
                Peter W. DeVecchis, Jr.

            
	
              Name:

            	
              Peter
                W. DeVecchis, Jr..

            
	
              Title:

            	
              President

            
	 
	
              OPTIONEE

            
	 
	
              /s/
                Michael A. D’Amelio

            
	
              Michael
                A. D’Amelio

            


    


    
      
         

      

      
        4