AGREEMENT AMONG SOLOMON/TOWN CREEK/PINTREE DATED DEC 12, 2003



 Exhibit 10.17 
  
 AGREEMENT 
  
 THIS AGREEMENT is made this 12th day of December, 2003 by and between SOLOMON TECHNOLOGIES, INC., a Delaware corporation (“Solomon”), TOWN
CREEK INDUSTRIES, INC., a Maryland Corporation and a wholly-owned subsidiary of Solomon (“TCI”), and PINETREE (BARBADOS), INC., a corporation
formed under the laws of Barbados (“Pinetree”). 
  
 WHEREAS, Solomon, TCI and Pinetree entered into a Memorandum of Understanding dated July 31, 2003 (“MOU”) with respect to, among other things, amounts owed by Solomon to Pinetree and certain litigation between
Solomon and Pinetree; and 
  
 WHEREAS, Solomon
executed and delivered to Pinetree a convertible promissory note dated July 31, 2003 in the principal amount of $572,490.22 (“Convertible Note”); and 
  

WHEREAS, Solomon and Pinetree entered into a convertible note security agreement dated July 31, 2003 (“Solomon Security
Agreement”) with respect to the Convertible Note; and 
  
 WHEREAS, TCI and Pinetree entered into a security agreement dated July 31, 2003 (“TCI Security Agreement”) to further secure the obligations of Solomon under the Convertible Note, Solomon Security Agreement and MOU;
and 
  
 WHEREAS, Solomon and TCI entered into
separate non-disclosure agreements with Pinetree dated July 31, 2003 (the “Non-Disclosure Agreements”); and 
  
 WHEREAS, Solomon, TCI, Pinetree, Pinetree Capital Corp., and Genevest, Inc. entered into a General Release of Claims dated July 31, 2003
(“Release”, together with the MOU, the Convertible Note, the Solomon Security Agreement, the TCI Security Agreement, and the Non-Disclosure Agreements, herein the “Settlement Documents”); and 
  
 WHEREAS, Pinetree has agreed to extend the payment date for
the Mandatory Payment as set forth in this Agreement; 
  
 NOW, THEREFORE, in consideration of the premises and for other consideration, the adequacy, sufficiency and receipt of which the parties hereto hereby acknowledge, Solomon, TCI and Pinetree agree as follows:

  

	 	1.	Extension of Due Date. The Mandatory Payment Due Date is extended until the earlier to occur of (i) February 16, 2004 and (ii) five business days after the receipt by Solomon
of gross proceeds from the sale of its equity securities of at least $1 million. 

  

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	 	2.	Acceleration of Maturity Date. Section 1.4 of the Convertible Note is amended to define the Maturity Date as the earlier to occur of (i) May 31, 2004 and (ii) five business
days after the receipt by Solomon of gross proceeds from the sale of its equity securities of at least $2 million, provided that, until such time as Solomon has received gross proceeds from the sale of its equity securities of at least $2
million, the Maturity Date may be adjusted as provided in Section 1 of the Convertible Note. 

  

	 	3.	Issuance of Warrants. As consideration for the extension of the Mandatory Payment Due Date as provided in Section 1 hereof, Solomon hereby grants to Pinetree a warrant to
purchase fifty thousand (50,000) shares of its common stock, par value $.001 per share (“Common Stock”). The Warrant is attached hereto as Exhibit A. The exercise price of the Warrant shall be $1.00 per share of Common Stock, and
the Warrant shall be exercisable for five years commencing on the 46th day after trading of the Common Stock begins
in any public market. Solomon shall include the Common Stock underlying the Warrant in Pre-effective Amendment No. 2 to its registration statement on file with the Securities and Exchange Commission (“Registration Statement”) and covenants
and agrees with Pinetree that the Common Stock underlying the Warrant shall be covered by the Registration Statement when it is declared effective. Solomon agrees promptly to provide to Pinetree via email the “EDGAR” Internet link to each
pre-effective amendment to the Registration Statement and to the Registration Statement as declared effective. Solomon further agrees to notify Pinetree promptly of the trading symbol assigned to the Common Stock by NASD for trading of the Common
Stock on the Over-the-Counter Bulletin Board. 

  

	 	4.	Registration Rights. As further consideration for the extension of the Mandatory Payment Due Date as provided in Section 1 hereof, Solomon shall enter into the Registration
Rights Agreement with Pinetree as set forth in Exhibit B hereto with respect to shares of Common Stock into which some or all of the principal amount of the Convertible Note may be converted. 

  

	 	5.	Conversion. As further consideration for the extension of the Mandatory Payment Due Date as provided in Section 1 hereof, Solomon agrees as follows: 


 

	 	5.1	Notwithstanding anything to the contrary in the Convertible Note, Pinetree shall have the right to refuse any payment tendered under the Convertible Note (“Payment”) by
Solomon and, within five business days after receipt by Pinetree of the Payment, return the Payment to Solomon accompanied by written notice that Pinetree elects to convert the Payment into restricted shares (or, if a registration statement is
effective with respect to the shares into which the Payment is being converted, into registered shares) of Common Stock on the conversion basis as provided in Article 2 of the Convertible Note. 

  

	 	5.2	Section 1.5 (b) of the Convertible Note is deleted. 

  

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	 	5.3	Section 2.2 (b) of the Convertible Note is deleted. 

  

	 	6.	Miscellaneous. 

  

	 	6.1	Terms not defined herein shall have the meaning ascribed to them in the Settlement Documents. 

  

	 	6.2	Unless specifically amended hereby, the Settlement Agreements remain in full force and effect. 

  

	 	6.3	Solomon specifically acknowledges and agrees that nothing herein shall serve to terminate, limit or in any other manner affect Pinetree’s rights as set forth in the Solomon
Security Agreement and TCI Security Agreement. 

  
 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement under seal on behalf of the parties on the date above first written. 

 

	 ATTEST:
	 	 	 	 SOLOMON TECHNOLOGIES, INC.

				
	 	 	 	 	 By:
	 	 /s/ DAVID E. TETHER

	
	 	 	 	 	

	 	 	 	 	 	 	 	 	 David Tether, Chief Executive Officer

	 	 	 	 	 	 	 	 	 
	 ATTEST:
	 	 	 	 TOWN CREEK INDUSTRIES, INC.

				
	 	 	 	 	 By:
	 	 /s/ DAVID E. TETHER

	
	 	 	 	 	

	 	 	 	 	 	 	 	 	 David Tether, President

	 	 	 	 	 	 	 	 	 
	 ATTEST:
	 	 	 	 PINETREE (BARBADOS), INC

				
	 	 	 	 	 By:
	 	 /s/ DR. J. GORDON MURPHY

	
	 	 	 	 	

	 	 	 	 	 	 	 	 	 Dr. J. Gordon Murphy


  

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