Exhibit
        10.5

       

      AGREEMENT
        

      


      AGREEMENT
        (this
“Agreement”)
        dated
        as of September 15, 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 $600,000 aggregate principal amount of Senior Secured Promissory
        Notes to the Investors in the amounts set forth on Schedule 1 (the “Notes”);
        and

      


      WHEREAS,
        the
        Company and the Investors now wish to amend the Notes to extend their maturity
        until November 1, 2005.

      


      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
        October
        1, 2005 and substituting therefor a new maturity date of November 1,
        2005.

       

      1.2. Full
        Force and Effect.
        Except
        as amended hereby, the terms of the Notes remain in full force and
        effect.

      
        	
              	 
	
                2.

              	MISCELLANEOUS.
	 	 


      

      2.1. 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.


      


      2.2. 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.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      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. Laskowski
	 	
                
Name:
                Gary M. Laskowski 
	 	Title:
                Manager  


      

      
        	
              	 	 
	 	
                JEZEBEL
                  MANAGEMENT CORPORATION

              
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                A. D’Amelio
	 	
                
Name:
                Michael A. D’Amelio 
	 	Title:  
                President   


      

      
        	
              	 	 
	 	
                
                  PINETREE
                    (BARBADOS) INC.

                

              
	 
 	 
 	 
 
	 	By:  	/s/ J.
                Gordon Murphy
	 	
                
Name:
                J. Gordon Murphy
	 	Title:  
                President   


      

      
        	
              	 	 
	 	
                
                  COADY
                    FAMILY LLC

                

              
	 
 	 
 	 
 
	 	By:  	/s/ Patrick
                D. Coady
	 	
                
Name:
                Patrick D. Coady
	 	Title:  
                Manager   


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        1

      


      Senior
        Notes

      


      
        	
                Name
                  of Investor

              	
                Date
                  Issued

              	
                Principal
                  Amount

              
	
                Woodlaken
                  LLC

              	
                March
                  7, 2005

              	
                $

              	
                40,000.00


              
	
                Jezebel
                  Management Corporation

              	
                March
                  16, 2005

              	
                $
                  

              	
                100,000.00

              
	
                Pinetree
                  (Barbados) Inc.

              	
                April
                  1, 2005

              	
                $

              	
                50,000.00

              
	
                Woodlaken
                  LLC

              	
                April
                  1, 2005

              	
                $

              	
                10,000.00


              
	
                Jezebel
                  Management Corporation

              	
                April
                  18, 2005

              	
                $
                  

              	
                75,000.00

              
	
                Coady
                  Family LLC

              	
                May
                  25, 2005

              	
                $
                  

              	
                100,000.00

              
	
                Jezebel
                  Management Corporation

              	
                July
                  8, 2005

              	
                $
                  

              	
                75,000.00

              
	
                Jezebel
                  Management Corporation

              	
                August
                  16, 2005

              	
                $
                  

              	
                150,000.00