Unassociated Document


    
      


      
      

       

      
        	 	
                November
                  22,
                  2005

              


      

      


      Oliver
        Street Finance LLC

      2
        Oliver
        Street

      Boston,
        Massachusetts 02109

      Attention:
        Michael D’Amelio

      


      Re:
        Toyota Litigation

      


      Dear
        Mr.
        D’Amelio:

      


      This
        letter agreement (the “Agreement”)
        will
        confirm our understanding regarding the relationship between Solomon
        Technologies, Inc. (the “Company”),
        a
        Delaware corporation, and Oliver Street Finance LLC (“Oliver
        Street”),
        a
        Delaware limited liability company. 

      


      WHEREAS,
        on
        September 12, 2005, the Company filed a lawsuit in federal district court
        in
        Tampa, Florida against Toyota Motor Corporation, Toyota Motor Sales U.S.A.
        Inc.
        and Toyota Motor Manufacturing North America (collectively, “Toyota”)
        alleging that Toyota is infringing on Solomon’s Electric Wheel patent and the
        Company may file one or more related claims in other appropriate venues
        (collectively, the “Litigation”);
        and

      


      WHEREAS,
        the
        Company has engaged Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
        (“Mintz”)
        to
        represent the Company in the Litigation; and

      


      WHEREAS,
        it is
        proposed that Oliver Street will pay all of the legal fees and disbursements
        of
        Mintz pertaining to the Litigation (the “Mintz
        Litigation Expenses”)
        billed
        by Mintz and approved by the Company in exchange for the right to receive
        a
        portion of any recovery the Company receives in the Litigation, subject to
        the
        terms of this Agreement.

      


      Accordingly,
        for good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and Oliver Street agree that:

      


      1.
         
        Oliver
        Street shall pay all of the Mintz Litigation Expenses approved by the Company
        and billed by Mintz in connection with the Litigation.
        

      


      2. 
Upon
        receipt of an invoice from Mintz, the Company shall immediately forward a
        copy
        of the invoice to Oliver Street. Oliver Street shall pay the amounts set
        forth
        on the invoice approved by the Company directly to Mintz. Oliver Street will
        not
        allow a lapse in service from Mintz to the Company due to
        non-payment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Oliver
          Street Finance, LLC

        November
          22, 2005

        Page
          2

      

       

      3. 
In
        consideration for Oliver Street’s agreement to pay the Mintz Litigation
        Expenses
        as set
        forth in this Agreement,
        the
        Company hereby assigns to Oliver Street an interest equal to the greater
        of (i)
        40% of the gross amount of any recovery received by the Company in the
        Litigation or (ii) the aggregate amount of the Mintz Litigation Expenses
        paid by
        Oliver Street pursuant to this Agreement (the “Paid
        Expenses”).
        In
        the
        event that the recovery in the Litigation after deduction of any
        Litigation expenses paid or payable directly by the Company (the “Net
        Recovery”)
        is less
        than the amount of the Paid Expenses,
        Oliver
        Street shall be entitled to the full amount of such Net Recovery. In such
        event,
        after payment of such Net Recovery, or in the event that there is no Net
        Recovery, the Company will have no further obligation to pay Oliver Street
        any
        amount hereunder, and Oliver Street agrees not to seek money or property
        from
        the Company pursuant to this Agreement. 

      


      4. 
The
        Company hereby grants Oliver Street a lien and security interest in the proceeds
        of the Litigation. The amount due to Oliver Street shall be withheld from
        any
        funds collected as a result of the Litigation and paid immediately upon
        collection by the Company to Oliver Street. The term “proceeds” shall include
        any money received by the Company as a consequence of the Litigation whether
        by
        settlement, judgment or otherwise.

      


      5. 
In
        entering into this Agreement, the parties acknowledge that Oliver Street
        is in
        no way acquiring the Company’s right to sue. The Company has started the
        Litigation and the Litigation belongs to the Company. The Company is not
        assigning the cause of action to Oliver Street, but rather is assigning a
        portion of the proceeds of the action. The Company shall retain the absolute
        right to control all decisions relating to the Litigation, including, but
        not
        limited to, all decisions relating to settlement of the Litigation.
        The Company shall keep Oliver Street fully informed of the status of the
        Litigation, including any settlements, offers or discussions with respect
        thereto.

      


      6.
         
        If
        any
        provision of this Agreement shall be deemed invalid or unenforceable, it
        shall
        not affect the validity or enforceability of any other provision hereof.
        This
        Agreement represents the entire agreement between the parties. It may be
        modified only in writing. This Agreement takes precedence over any prior
        understandings, representations or agreements.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Oliver
          Street Finance, LLC

        November
          22, 2005

        Page
          3

      

       

      Please
        acknowledge your agreement with the foregoing by signing this Agreement in
        the
        space provided below and returning it to the undersigned by fax and Federal
        Express.

       

      
        	 	Very
                truly yours,
	 	 
	 	SOLOMON
                TECHNOLOGIES, INC.
	 	 
	 	 
	 	By: 
                /s/ 
                Peter W. DeVecchis, Jr.
	 	              
                Peter W. DeVecchis, Jr.
	 	              
                President


      

       

      ACKNOWLEDGED
        AND AGREED:

      


      OLIVER
        STREET FINANCE, LLC

      


      


      By: 
        /s/  
        Michael D’Amelio  

      Name:
        Michael D’Amelio

      Title:
        Manager