EXHIBIT
10.35




AMENDED
AND RESTATED SECURITY AGREEMENT




This
Amended and Restated Security Agreement (the “Security
Agreement”), dated
as of March 16, 2005, is by and among Solomon Technologies, Inc., a Delaware
corporation (the “Debtor”),
Woodlaken, LLC, a Connecticut limited liability company (“Woodlaken”),
Jezebel Management Corporation, a Florida corporation (“Jezebel”) and
the other investors listed on Schedule A hereto (each of Woodlaken, Jezebel and
such other investors being referred to herein individually as a “Secured
Party” and
collectively as the “Secured
Parties”).




Background




	1.  	
      Woodlaken
      purchased a promissory note dated March 7, 2005 in the aggregate original
      principal amount of $40,000 issued by the Debtor (the “Woodlaken
      Note”).






	2.  	
      To
      induce Woodlaken to purchase the Woodlaken Note, the Debtor and Woodlaken
      entered into a Security Agreement dated as of March 7, 2005 (the
      “Orignal
      Agreement”)
      to provide Woodlaken with a first priority security interest in its assets
      under the terms and conditions set forth in the Security
      Agreement.






	3.  	
      Jezebel
      purchased a promissory note dated March 16, 2005 in the aggregate original
      principal amount of $100,000 issued by the Debtor on the same terms as the
      Woodlaken Note (the “Jezebel
      Note”
      and, together with the Woodlaken Note, the “Notes”).






	4.  	
      To
      induce Jezebel to purchase the Jezebel Note, the Debtor agreed to amend
      and restate the Security Agreement to include Jezebel as a secured party
      under the Security Agreement.






	5.  	
      The
      Debtor, Woodlaken and Jezebel wish to permit the Debtor to issue
      additional promissory notes having substantially the same principal terms
      as the Notes in a maximum aggregate principal amount of up to $110,000,
      and to amend the Security Agreement to enable the Debtor to add the
      purchasers of such promissory notes as additional Secured
      Parties.






N O W, T
H E R E F O R E ,




In
consideration of the premises and the mutual covenants and agreements herein set
forth, and in order to induce the Secured Parties to purchase the Notes, the
Debtor hereby agrees with the Secured Parties that the Original Agreement is
amended and restated in its entirety as follows:























 

Section
1. Grant
of Security Interest. The
Debtor hereby grants to the Secured Parties, on the terms and conditions
hereinafter set forth, a first priority security interest in the collateral
hereinafter identified (the “Collateral”).




Section
2. Collateral. The
Collateral is all tangible and intangible assets of the Debtor of whatever kind
and nature (including without limitation all accounts, chattel paper, commercial
tort claims, documents, equipment, farm products, general intangibles,
instruments, inventory, investment property, patents, trademarks tradenames,
copyrights and all other intellectual property and the stock of all of Debtor’s
subsidiaries), in each case whether now owned or hereafter acquired and wherever
located, and all proceeds thereof, together with all proceeds, products,
replacements and renewals thereof.




Section
3. Representations
and Warranties; Covenants. The
Debtor hereby warrants and covenants as follows:




	(a)  	
      The
      Debtor has title to the Collateral free from any lien, security interest,
      encumbrance or claim.






	(b)  	
      The
      Debtor will maintain the Collateral so as to preserve its
      value.






	(c)  	
      The
      Debtor is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware.






	(d)  	
      The
      Debtor will pay when due all existing or future charges, liens, or
      encumbrances on the Collateral, and will pay when due all taxes and
      assessments now or hereafter imposed on or affecting it unless such taxes
      or assessments are diligently contested by the Debtor in good faith and
      reasonable reserves are established therefor.






	(e)  	
      All
      information with respect to the Notes and the Collateral and account
      debtors set forth in any schedule, certificate or other writing at any
      time heretofore or hereafter furnished by the Debtor to the Secured
      Parties, and all other written information heretofore or hereafter
      furnished by the Debtor to the Secured Parties, is or will be true and
      correct in all material respects, as of the date
  furnished.






	(f)  	
      As
      soon as practicable following the date of execution of this Security
      Agreement, the Debtor will prepare, execute and file in Delaware an
      amendment on Form UCC-3 to the UCC-1 Financing Statement covering all
      Collateral filed in connection with the Original Agreement, which
      amendment shall add Jezebel as a secured party thereunder. As soon as
      practicable following any amendment of this Security Agreement to add one
      or more Secured Parties in the manner set forth in Section 20 below, the
      Debtor will prepare, execute and file in Delaware an amendment on Form
      UCC-3 to the UCC-1 Financing Statement naming such additional Secured
      Parties as additional secured parties thereunder.



 

 







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	(g)  	
      The
      Debtor will maintain accurate records concerning the Collateral. Such
      records will be of such character as to enable the Secured Parties or
      their representatives to determine at any time the status
      thereof.







	(h)  	
      The
      Debtor will permit the Secured Parties and their representatives at any
      reasonable time to inspect any and all of the Collateral, and to inspect,
      audit and make copies of and extracts from all records and all other
      papers in possession of the Debtor pertaining to the Notes and the
      Collateral.






Section
4. Disposition
of Collateral in Ordinary Course. Nothing
herein shall prevent the Debtor from selling, trading in, or replacing any of
the Collateral in the ordinary course of its business.




Section
5. Secured
Parties May Perform. Upon the
occurrence of an “event of default” under the Notes, at the election of the
Secured Parties holding a majority of the aggregate principal amount of Notes
then outstanding (the “Majority
Holders”), the
Secured Parties may discharge taxes, liens or security interests, or other
encumbrances at any time hereafter levied or placed on the Collateral; and may
pay for the maintenance and preservation of the Collateral. Until default, the
Debtor may have possession of the Collateral and use it in any lawful manner not
inconsistent with this Security Agreement.




Section
6. Obligations
Secured; Certain Remedies. This
Security Agreement secures the payment and performance of all obligations of the
Debtor to the Secured Parties under the Notes, whether now existing or hereafter
arising and whether for principal, interest, costs, fees or otherwise
(collectively, the “Obligations”). Upon
the occurrence of an event of default under the Notes, the Majority Holders may,
on behalf of all of the Secured Parties, declare all obligations secured hereby
immediately due and payable and may exercise the remedies of a secured party
under the Uniform Commercial Code. Without limiting the foregoing, the Majority
Holders may require the Debtor to assemble the Collateral and make it available
to the Secured Parties at a place to be designated by the Majority Holders that
is reasonably convenient to all parties or to execute appropriate documents of
assignment, transfer and conveyance, in each case, in order to permit the
Secured Parties to take possession of and title to the Collateral. Unless the
Collateral is perishable or threatens to decline rapidly in value or is of a
type customarily sold on a recognized market, the Majority Holders will give the
Debtor reasonable notice of the time and place of any public sale thereof or of
the time after which any private sale or any other intended disposition thereof
is to be made. The requirements of reasonable notice shall be met if such notice
is mailed to the Debtor via registered or certified mail, postage prepaid, at
least fifteen (15) days before the time of sale or disposition. Expenses of
retaking, holding, preparing for sale, selling or the like, shall include the
Secured Parties’ reasonable attorneys’ fees and legal expenses.










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Section
7. Debtor
Remains Liable.
Anything herein to the contrary notwithstanding:




	(a)  	
      Notwithstanding
      the exercise of any remedy available to the Secured Parties hereunder or
      at law in connection with an event of default, the Debtor shall remain
      liable to repay the balance, if any, remaining unpaid and outstanding
      under the Notes after the value or proceeds received by the Secured
      Parties in connection with such remedy is subtracted. The Secured Parties
      shall promptly deliver and pay over to the Debtor any portion of the value
      or proceeds received in connection with such remedy that remains after the
      unpaid and outstanding portion of the Notes is paid in
    full.






	(b)  	
      The
      Debtor shall remain liable under the contracts and agreements included in
      the Collateral to the extent set forth therein, and shall perform all of
      its duties and obligations under such contracts and agreements to the same
      extent as if this Security Agreement had not been
  executed;






	(c)  	
      The
      exercise by the Secured Parties of any of their rights hereunder shall not
      release the Debtor from any of its duties or obligations under any such
      contracts or agreements included in the Collateral;
and






	(d)  	
      The
      Secured Parties shall not have any obligation or liability under any such
      contracts or agreements included in the Collateral by reason of this
      Security Agreement, nor shall the Secured Parties be obligated to perform
      any of the obligations or duties of the Debtor thereunder or to take any
      action to collect or enforce any claim for payment assigned
      hereunder.






Section
8. Security
Interest Absolute. All
rights of the Secured Parties and the security interests granted to the Secured
Parties hereunder shall be absolute and unconditional, to the maximum extent
permitted by law, irrespective of:




	(a)  	
      Any
      lack of validity or enforceability of the Notes or any other document or
      instrument relating thereto;






	(b)  	
      Any
      change in the time, manner or place of payment of, or in any other term
      of, all or any part of the Obligations or any other amendment to or waiver
      of or any consent to any departure from the Notes or any other document or
      instrument relating thereto;






	(c)  	
      Any
      exchange, release or non-perfection of any collateral (including the
      Collateral), or any release of or amendment to or waiver of or consent to
      or departure from any guaranty, for all or any of the Obligations;
      or



 

 







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	(d)  	
      Any
      other circumstance that might otherwise constitute a defense available to,
      or a discharge of, the Debtor, a guarantor or a third party grantor of a
      security interest.






Section
9. Additional
Assurances. At the
request of the Majority Holders, the Debtor will join in executing or will
execute, as appropriate, all necessary financing statements in a form
satisfactory to the Majority Holders, and the Debtor will pay the cost of filing
such statements, including all statutory fees. The Debtor will further execute
all other instruments deemed necessary by the Majority Holders and pay the cost
of filing such instruments. 




Section
10. Representations,
Warranties and Covenants Concerning Debtor’s Legal
Status.




The
Debtor covenants with the Secured Parties as follows:





	
      
	
      
	
      
	
      (i)
	
      without
      providing 15 days’ prior written notice to each of the Secured Parties,
      Debtor will not change its name, its place of business, or, if more than
      one, its chief executive offices or its mailing address;
    and








		(ii)	
      without
      providing 15 days’ prior written notice to each of the Secured Parties,
      Debtor will not change its type of organization, jurisdiction of
      organization or other legal structure.







Section
11. Expenses. The
Debtor will upon demand by the Majority Holders pay to the Secured Parties the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of one counsel representing such Secured Parties and of any
experts and agents, that the Secured Parties may incur in connection with (i)
the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any of the Collateral upon the occurrence of an event
of default, (ii) the exercise or enforcement of any of the rights of the Secured
Parties hereunder, or (iii) the failure by the Debtor to perform or observe any
of the provisions hereof.




Section
12. Notices
of Loss or Depreciation. The
Debtor will immediately notify each of the Secured Parties of any claim, suit or
proceeding against any Collateral or any event causing loss or depreciation in
the value of Collateral, including the amount of such loss or
depreciation.




Section
13.  No
Waivers. No
waiver by the Secured Parties of any default shall operate as a waiver of any
other default or of the same default on any subsequent occasion. 




Section
14. Continuing
Security Interest. This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the payment in full of the
Obligations, (ii) be binding upon Debtor, its successors and assigns, and (iii)
inure to the benefit of, and be enforceable by, the Secured Parties and their
successors, transferees and assigns. Upon the payment in full of the
Obligations, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to the Debtor. Upon any such termination, the
Secured Parties will execute and deliver to the Debtor such documents as the
Debtor shall reasonably request to evidence such termination.










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Section
15. Governing
Law. This
Security Agreement shall be governed by the laws of the State of New York,
without giving effect to such jurisdiction’s principles of conflict of laws,
except to the extent that the validity or the perfection of the security
interest hereunder, or remedies hereunder, in respect of any particular
Collateral are governed by the laws of a jurisdiction other than the State of
New York.




Section
16. Counterparts. This
Security Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together shall constitute one and
the same instrument.




Section
17.  Remedies
Cumulative. The
rights and remedies herein are cumulative, and not exclusive of other rights and
remedies which may be granted or provided by law. 




Section
18. Notices. Any
demand upon or notice to the Debtor hereunder shall be effective when delivered
by hand or when properly deposited in the mails postage prepaid, or sent by
electronic facsimile transmission, receipt acknowledged, or delivered to an
overnight courier, in each case addressed to the Debtor at the address shown
below or such other address as the Debtor advises the Secured Party in writing.
Any notice by the Debtor to the Secured Party shall be given as aforesaid,
addressed to the Secured Party at the address shown below or such other address
as the Secured Party may advises the Debtor in writing:




If to a
Secured Party to it at its address set forth on Schedule
A
hereto.





	If to Debtor:	Solomon Technologies, Inc.	 
	 	1400 L&R Industrial Boulevard	 
	 	
      Tarpon
      Springs, FL 34689
	 
	 	
      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.
	 
	 	 	 



      

Section
19. Entire
Agreement. This
Security Agreement and the documents and instruments referred to herein embody
the entire agreement entered into between the parties relating to the subject
matter hereof, and may not be amended, waived, or discharged except by an
instrument in writing executed by the party against whom enforcement of said
amendment, waiver, or discharge is sought.










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Section
20. Additional
Secured Parties. The
Debtor, Woodlaken and Jezebel acknowledge that the Debtor may sell up to an
additional $110,000 aggregate principal amount of promissory notes having
substantially the same terms as the Notes (for a maximum aggregate principal
amount of $250,000 with the Woodlaken Note and the Jezebel Note) 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, (ii) the promissory note so purchased shall be deemed a Note
hereunder, and (iii) 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.




[THE
REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]











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IN
WITNESS WHEREOF, the parties hereto, by their duly authorized agents, have
executed this Security Agreement as of the date set forth above.




SOLOMON
TECHNOLOGIES, INC.




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

Name:
Peter W. DeVecchis, Jr.

Title:
President







WOODLAKEN,
LLC







By:
/s/
Gary Laskowski

Name:
Gary Laskowski 

Title:
Manager 







JEZEBEL
MANAGEMENT CORPORATION







By:
/s/
Michael A. D’Amelio

Name:
Michael A. D’Amelio 

Title:
President 
















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SCHEDULE
A

SECURED
PARTIES








	
      Name
      and Address of Secured Party
	 	
      Note
      Issuance Date
	 	
      Principal
      Amount of Note
	 
	 	 	 	 	 	 
	
      Woodlaken,
      LLC

      Mill
      Crossing

      Building
      A

      1224
      Mill Street

      East
      Berlin, CT 06037

      Attn:
      Gary M. Laskowski
	 	 	
      March
      7, 2005
	 	
       
	
      $40,000
	 
	 	 	 	 	 	 	 	 
	
      Jezebel
      Management Corporation

      c/o
      JMC Venture Partners LLC

      2
      Oliver Street, Suite 203

      Boston,
      MA 02109

      Attn:
      Michael D’Amelio
	 	 	
      March
      16, 2005
	 	
       
	
      $100,000
	 
	 	 	 	 	 	 	 	 
	
       

       

       

       
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
       

       

       

       
	 	 	 	 	 	 	 



























SCHEDULE
B




FORM
OF JOINDER AGREEMENT




Joinder
Agreement, dated as of this ___ day of ____________, 2005, by and between
Solomon Technologies, Inc., a Delaware corporation (the “Debtor”), and
the undersigned (the “Investor”).




Reference
is made to that certain Amended and Restated Security Agreement, dated as of
March 16, 2005, by and among the Debtor, Woodlaken, LLC, Jezebel Management
Corporation and the other investors listed on Schedule
A thereto
(the “Security
Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Security Agreement.




Investor
has purchased a Senior Secured Promissory Note in the principal amount of
$_______ from the Debtor. As a condition to permitting the Investor to share in
the security interest in the Debtor’s assets described in the Security
Agreement, the Debtor has required that the Investor execute this Joinder
Agreement for the purpose of binding the Investor to the Security Agreement.





With the
execution of this Joinder Agreement by the Investor, (i) the Investor hereby
agrees to be bound by the terms of the Security Agreement as if the Investor was
an original signatory to such agreement, (ii) the Investor shall be deemed to be
a “Secured Party” under such agreement, and (iii) the Senior Secured Promissory
Note purchased by the Investor shall be deemed to be a “Note” under such
agreement.




IN
WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of
the date first above written.




DEBTOR:




SOLOMON
TECHNOLOGIES, INC.




By:_____________________________

Name:

Title:




INVESTOR:




________________________________

(Print
name of investor)




By:_____________________________

Name:

Title: