EXHIBIT
10.34




SOLOMON
TECHNOLOGIES, INC.

SENIOR
SECURED PROMISSORY NOTE




THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

 


	$40,000	
      March 7, 2005




 

FOR VALUE
RECEIVED, SOLOMON TECHNOLOGIES, INC., a Delaware corporation (“Company”), with
its principal office at 1400 L&R Industrial Boulevard, Tarpon Springs,
Florida 34689, hereby promises to pay to the order of Woodlaken, LLC, a
Connecticut limited liability company (“Holder”), with its principal office at
Mill Crossing, Building A, 1224 Mill Street, East Berlin, Connecticut 06037 (the
“Holder’s Office”), or its assigns, on May 6, 2005 (the “Maturity Date”), the
principal amount of FORTY THOUSAND DOLLARS ($40,000) (the “Principal Amount”),
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public or private debts,
together with interest on the unpaid balance of said Principal Amount from time
to time outstanding at the rate of twelve percent (12%) per annum (“Interest”).
The unpaid Principal Amount, together with the then accrued unpaid Interest and
all other amounts owed hereunder, shall be due and payable on the Maturity Date.
Payment of the Principal Amount and Interest hereunder shall be made by check to
the Holder at the Holder’s office or wire transfer of immediately available good
funds to such bank account as the Holder may designate by notice to the Company
prior to any such payment.




In
connection with the issuance of this Note, the Company has executed a Security
Agreement dated as of March 7, 2005 (as amended, restated or modified from time
to time, the “Security Agreement”), pursuant to which the Holder has been
granted a first priority security interest in the “Collateral” identified
therein.

 

This Note
shall at all times be senior to any other indebtedness of the Company in right
of payment of principal, interest and all other sums due or payable, and all
other present and future indebtedness and obligations of the Company, other than
accrued taxes or taxes due and payable. 

 

This Note
is subject to prepayment in whole or in part at any time and from time to time
without penalty or premium, but with Interest on the amount prepaid to the date
of prepayment. All prepayments will first be applied to the repayment of accrued
fees and expenses, then to Interest accrued on this Note through the date of
such prepayment until all then outstanding accrued Interest has been paid, and
then shall be applied to the repayment of the Principal Amount.























 

1.    Default.




1.1    Events
of Default. Upon
the occurrence of any of the following events (herein “Events of
Default”):




(i)    The
Company shall fail to pay the Principal Amount and Interest on the Maturity
Date;




(ii)    (A) The
Company shall commence any proceeding or other action relating to it in
bankruptcy or seek reorganization, arrangement, readjustment of its debts,
receivership, dissolution, liquidation, winding-up, composition or any other
relief under any bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of debt or any
other similar act or law, of any jurisdiction, domestic or foreign, now or
hereafter existing; or (B) the
Company shall admit the material allegations of any petition or pleading in
connection with any such proceeding; or (C) the
Company shall apply for, or consent or acquiesce to, the appointment of a
receiver, conservator, trustee or similar officer for it or for all or a
substantial part of its property or admit generally an inability to pay its
debts as they become due; or (D) the
Company shall make a general assignment for the benefit of
creditors;




(iii)    (A) The
commencement of any proceedings or the taking of any other action against the
Company in bankruptcy or seeking reorganization, arrangement, readjustment of
its debts, liquidation, dissolution, arrangement, composition, or any other
relief under any bankruptcy law or any other similar act or law of any
jurisdiction, domestic or foreign, now or hereafter existing and the continuance
of any of such event for thirty (30) days undismissed, unbonded or undischarged;
or (B) the
appointment of a receiver, conservator, trustee or similar officer for the
Company for any of its property and the continuance of any of such event for
thirty (30) days undismissed, unbonded or undischarged; or (C) the
issuance of a warrant of attachment, execution or similar process against any of
the property of the Company and the continuance of such event for thirty (30)
days undismissed, unbonded and undischarged;




(iv)    Any of
the Company’s representations or warranties contained herein is determined by a
court of competent jurisdiction as false or misleading in any material respect;
or




(v)    The
Company shall breach or fail to perform or observe any obligation, covenant,
term, condition, provision or agreement of the Company contained in this Note,
after giving effect to any applicable notice provisions and cure periods;
provided, however, that with respect to a failure to comply with any of the
provisions of Sections 2.2(a) and (c) of this Note, such failure is not remedied
within twenty (20) days after the Company’s receipt of written notice of same;


 



then, and
in any such event, the Holder, at its option and without written notice to the
Company, may declare the entire Principal Amount of this Note then outstanding
together with any accrued Interest thereon immediately due and payable, and the
same shall forthwith become immediately due and payable without presentment,
demand, protest, or other notice of any kind, all of which are expressly waived,
and exercise any and all other legal or equitable rights resulting therefrom.
Upon the occurrence of an Event of Default that remains uncured as set forth
herein and the placement of this Note in the hands of an attorney for
collection, the Company agrees to pay reasonable collection costs and expenses,
including reasonable attorneys’ fees and interest from the date of the Event of
Default at the rate of eighteen percent (18%) per annum computed on the unpaid
principal balance. The Events of Default listed herein are solely for the
purpose of protecting the interests of the Holder of this Note.










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1.2    Non-Waiver
and Other Remedies. No
course of dealing, delay or omission on the part of the Holder of this Note in
exercising any right hereunder shall operate as a waiver or otherwise prejudice
the right of the Holder of this Note. Holder shall not be deemed to have waived
any of its rights under this Note unless such waiver is in writing and signed by
Holder. A waiver in writing by Holder on one occasion shall not be construed as
a consent to or a waiver of any right or remedy on any future occasion. No
remedy conferred hereby shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or
otherwise.




2.    Obligation
to Pay Principal and Interest; Covenants. No
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Principal Amount of and Interest
on this Note at the place, at the respective times, at the rates, and in the
currency or securities herein prescribed.




2.1    In no
event shall the amount or rate of interest due and payable under this Note
exceed the maximum amount or rate of interest allowed by applicable law and, in
the event any such excess payment is made by Company or received by Holder, such
excess sum shall be credited as a payment of Principal Amount (or if no
Principal Amount remains outstanding, shall be refunded to the Company). It is
the express intent hereof that the Company shall not pay and Holder not receive,
directly or indirectly or in any other manner, interest in excess of that which
may be lawfully paid under applicable law. All Interest (including all charges,
fees or other amounts deemed to be Interest) that is paid or charged under this
Note shall, to the maximum extent permitted by applicable law, be amortized,
allocated and spread on a pro rata basis
throughout the actual term of this Note.




2.2    Covenants. The
Company covenants and agrees that, while this Note is outstanding, it
shall:




(a)    Pay and
discharge all taxes, assessments and governmental charges or levies imposed upon
it or upon its income and profits, or upon any properties belonging to it before
the same shall be in default; provided, however, that the Company shall not be
required to pay any such tax, assessment, charge or levy that is being contested
in good faith by proper proceedings and adequate reserves for the accrual of
same are maintained if required by generally accepted accounting principles;





(b)    Preserve
its corporate existence and continue to engage in business of the same general
type as conducted as of the date hereof;




(c)    Comply in
all respects with all statutes, laws, ordinances, orders, judgments, decrees,
injunctions, rules, regulations, permits, licenses, authorizations and
requirements (“Requirement(s)”) of all governmental bodies, departments,
commissions, boards, companies or associations insuring the premises, courts,
authorities, officials, or officers, that are applicable to the Company; except
when the failure to comply would not have a material adverse effect on the
Company; provided that nothing contained herein shall prevent the Company from
contesting in good faith the validity or the application of any
Requirements.



 







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3.    Miscellaneous.




3.1   Required
Consent. The
Company may not modify any of the terms of this Note without the prior written
consent of the Holder.




3.2    Lost
Documents. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Note or any Note exchanged for it, and (in the
case of loss, theft or destruction) of indemnity satisfactory to it, and upon
surrender and cancellation of such Note, if mutilated, the Company will make and
deliver in lieu of such Note a new Note of like tenor and unpaid principal
amount and dated as of the original date of the Note.




3.3    Legend. This
Note shall be imprinted with a legend in substantially the following
form:




THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR ANY OTHER STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT AND LAWS. 




3.4    Benefit. This
Note shall be binding upon and inure to the benefit of the parties hereto and
their legal representatives, successors and assigns.




3.5    Notices
and Addresses. All
notices, offers, acceptances and any other acts under this Note (except payment)
shall be in writing, and shall be sufficiently given if delivered to the
addressee in person, by overnight courier service or similar receipted delivery,
or, if mailed, postage prepaid, by certified mail, return receipt requested, as
follows:

 


	 	
      To
      the Holder:
	
      To
      the Holder’s address on page 1 of this Note,

      Attn.:
      Gary M. Laskowski

	 	 	 
	 	
      To
      the Company:

       
	
      To
      the Company’s address on page 1 of this Note,

      Attn:
      Peter W. DeVecchis, Jr., President

	 	 	 
	 	
      With
      a copy to:
	
      Davis
      & Gilbert LLP

      1740
      Broadway

      New
      York, New York 10019

      Attn: Ralph
      W. Norton, Esq.

	 	 	 






or to
such other address as any party, by notice to the other parties, may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or five business days after mailing. 










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3.6    Governing
Law. This
Note will be deemed to have been made and delivered in New York and will be
governed as to validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of New York. 




3.7    Section
Headings. Section
headings herein have been inserted for reference only and shall not be deemed to
limit or otherwise affect, in any matter, or be deemed to interpret in whole or
in part any of the terms or provisions of this Note.




3.8    Interpretation.
Whenever possible, each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.




3.9    Assignment. All
rights of Holder under this Note may be assigned by Holder to any third party
and all rights of Holder hereunder shall inure to the benefit of its
transferees, successors and assigns.

 



IN
WITNESS WHEREOF, this Note has been executed and delivered on the date specified
above by the duly authorized representatives of the Company and the
Holder.




SOLOMON
TECHNOLOGIES, INC.







By:
/s/
Peter W. DeVecchis, Jr.

Name:
Peter W.
DeVecchis, Jr. 

Title:
President 







Accepted
and Agreed:




WOODLAKEN,
LLC







By:
/s/
Gary M. Laskowski

Name:
Gary M.
Laskowski

Title:
Manager









	 	 	 	 
	 	 	 	 
	
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