Exhibit
        10.4

       

      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.

       

      
        
          	
                  $150,000

                	
                  August
                    16, 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 Jezebel Management
        Corporation, a Florida corporation (“Holder”), with its principal office at c/o
        JMC Venture Partners LLC, 2 Oliver Street, Suite 203, Boston MA 02109 (the
        “Holder’s Office”), or its assigns, on October 1, 2005 (the “Maturity Date”),
        the principal amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) (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 16, 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
        is one of a series of substantially similar notes of the Company with an
        aggregate principal amount of up to $750,000 (collectively, the “Notes”). The
        Notes shall be payable pari passu
        with
        each other but 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 this or any
        other
        Note 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 or
        in any of the other Notes, 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.:
                  Michael A. D’Amelio

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


          


         

        
          
            
            

          

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