AGREEMENT

    


    AGREEMENT
      (this
“Agreement”)
      dated
      as of September 18, 2007 by and among Solomon Technologies, Inc., a
      Delaware corporation (the “Company”),
      Woodlaken LLC (“Woodlaken”),
      Jezebel Management Corporation (“Jezebel”),
      Pinetree (Barbados) Inc. (“Pinetree”),
      Coady
      Family LLC (“Coady”),
      F.
      Jay Leonard (“Leonard”),
      Peter
      and Barbara Carpenter (“Carpenter”),
      Pascal Partners, LLC (“Pascal”),
      Steven Kilponen (“Kilponen”),
      Millennium Trust Company LLC Custodian FBO Joseph Cooper Rollover IRA 90M020013
      (“Cooper”)
      and
      Millennium Trust Company LLC Custodian FBO Steven Kilponen IRA Rollover Account
      #90N727012 (“Kilponen
      IRA,”
and
      together with Woodlaken, Jezebel, Pinetree, Coady, Leonard, Carpenter, Pascal
      Kilponen and Cooper, the “Investors”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company has sold $1,712,085 aggregate principal amount of Senior Secured
      Promissory Notes to the Investors in the amounts set forth on Schedule 1 (the
      “Notes”); 

    


    WHEREAS,
      the
      maturity date of each of the Notes is September 30, 2007; 

    


    WHEREAS,
      the
      Investors and the Company now wish to amend the Notes to extend their maturity
      date to September 7, 2008,
      to
      provide that the maturity date of the Notes shall be subject to two further
      extensions in the event certain conditions set forth below are met, including
      the payment or accrual of a portion of the principal balance of the Notes,
      and
      to include a cross-default provision in the Notes whereby the Notes will be
      in
      default in the event the Company defaults on its obligations under other
      indebtedness; 

    


    WHEREAS,
      in
      consideration of each Investor’s willingness to extend the maturity of the
      Notes, the Company intends to compensate the Investors by paying each Investor
      an amount in cash equal to 7% of the principal amount of Notes, or fraction
      thereof, held by such Investor on September 30, 2007 (the “Inducement Payment”),
      which amount shall be added to the principal amount of such Investor’s Notes;
      and

    


    WHEREAS,
      the
      Company wishes to offer to sell to each of the Investors, for $100 in cash
      (payable by deduction from the Inducement Payment payable to such Investor),
      the
      right to convert such Investor’s Notes into Common Stock at a conversion price
      of $0.35 per share at any time and from time to time, if but only if the Company
      is not then prevented from issuing new shares of Common Stock to such Investor
      by the terms of a Conflicting Agreement (as defined below). 

    


    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 Notes is hereby amended by striking the maturity date of September 30,
      2007,
      and substituting therefor a new maturity date of September 7, 2008 (the
“Maturity Date”). Notwithstanding the foregoing, the Maturity Date shall be
      subject to further extension as follows:

    


    (a)
      If
      there
      is no Registration Statement effective by September 7, 2008, the Maturity Date
      will be extended automatically to December 31, 2008, upon notice to the holders
      of the Notes (the “Holders”) and the accrual or payment of an amount equal to 5%
      of each Holder’s principal balance.

    


    (b)
      If
      there
      is no Registration Statement effective by December 31, 2008, the Maturity Date
      will be further extended automatically to April 17, 2009, upon notice to the
      Holders and the accrual or payment of an additional amount equal to 5% of each
      Holder’s principal balance. 

    


    (c) For
      purposes of this Section 1.1, the term “Registration Statement” shall have the
      meaning set forth in that certain Securities Purchase Agreement dated as of
      August 30, 2007, by and among the Company and each of the parties identified
      on
      the signature pages thereto.

    


    1.2 Cross-Default.
      Section
      1.1 of each of the Notes is hereby amended by inserting the following
      immediately after clause (v) thereof:

    


    “(vi)
       the
      Company or any subsidiary shall default on any of its obligations under any
      mortgage, credit agreement or other facility, indenture agreement, factoring
      agreement or other instrument under which there may be issued, or by which
      there
      may be secured or evidenced, any indebtedness for borrowed money or money due
      under any long term leasing or factoring arrangement that (a) involves an
      obligation greater than $150,000, whether such indebtedness now exists or shall
      hereafter be created, and (b) results in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable;”

     

    1.3 Conversion
      Right.
      Each
      Investor may elect, by so indicating opposite his, her or its signature below,
      to purchase a conditional right to convert any or all of the principal and
      interest due on such Investor’s Notes into shares of Common Stock at a
      conversion price of $0.35 per share at any time and from time to time (a
“Conversion Right”), subject to the condition that at the time of any proposed
      conversion the Company is not prevented from issuing such shares by the terms
      of
      a Conflicting Agreement. By electing to purchase a Conversion Right, the
      Investor authorizes the Company to deduct $100 from the Inducement Payment
      otherwise due to such Investor in payment for the Conversion Right, and
      acknowledges that such payment is non-refundable. If an Investor purchases
      a
      Conversion Right, such Investor’s Notes shall be deemed amended by the insertion
      of the following immediately after Section 3.9 thereof:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “3.10 Optional
      Conversion.
      The
      Holder may, at its option at any time and from time to time (and in lieu of
      the
      Holder accepting repayment of principal and accrued interest so converted),
      convert any or all of the outstanding principal of and accrued and unpaid
      interest under this Note into shares of the Company’s common stock, par value
      $0.001 per share (the “Common Stock”), at a conversion price per share equal to
      $0.35 (subject to adjustment in the event of a stock split, combination,
      reclassification or like event with respect to the Common Stock), but only
      if
      and to the extent the Company is not at such time prevented from issuing such
      shares by the terms of any agreement to which the Company is a party on
      September 18, 2007, and at the time of any attempted conversion of this Note
      (a
“Conflicting Agreement”). The Holder may exercise such conversion right by
      giving written notice to the Company, which notice shall set forth the amount
      of
      outstanding principal and interest to be converted and shall be accompanied
      by
      this Note. No
      fractional shares will be issued upon conversion of this Note. In lieu of any
      fractional share to which Lender would otherwise be entitled, the Company will
      pay the cash value of that fractional share to the Holder, as provided herein.
      Upon the conversion of any principal and interest pursuant to this Note, the
      Company will continue to be bound by and subject to all of its obligations
      and
      liabilities pursuant to this Note with respect to any portion of the principal
      and interest of this Note remaining outstanding after such conversion. Within
      10
      business days after receipt of an exercise notice and this Note from the Holder,
      the Company will (A) in the event the Company is not then prevented from issuing
      new shares to the Holder by any Conflicting Agreement, issue to the Holder
      (i) a
      replacement note in an amount equal to the remaining outstanding principal
      of
      the Note, if any, which replacement note shall be otherwise identical in form
      and substance to this Note, and (ii) a certificate or certificates for the
      number of shares of Common Stock to which the Holder is entitled (bearing such
      legends as may be required by applicable state and federal securities laws
      in
      the opinion of legal counsel of the Company), together with a check payable
      to
      the Holder for any cash amounts payable for any fractional share resulting
      from
      the conversion of this Note, or (B) in the event the Company is prevented from
      issuing new shares to the Holder by a Conflicting Agreement, so notify the
      Holder in a writing accompanied by this Note, whereupon the exercise notice
      shall be deemed null and void.” 

     

    1.4 Exception
      to Payment of Notes Pari
      Passu.
      To
      facilitate the Conversion Right set forth in Section 1.3 above, the second
      paragraph of each of the Notes following the principal amount and date thereof
      is hereby deleted in its entirety and replaced with the following:

     

    “This
      Note is one of a series of substantially similar notes of the Company with
      an
      aggregate principal amount of approximately $1,831,930 (collectively, the
“Notes”). To the extent that any of the Notes having the right to be converted
      into equity securities of the Company are not sooner converted, 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.  

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    2. Inducement
      Payment.
      Promptly upon execution of this Agreement by the Investors, and in consideration
      thereof, the Company shall pay each Investor an amount in cash equal to 7%
      of
      the principal amount of each Note, or fraction thereof, held by such Investor
      on
      the date hereof, which amounts shall be added to the principal amount of such
      Investor’s Notes; provided,
      however,
      that if
      an Investor has elected to purchase a Conversion Right, then the Company shall
      deduct $100 from the value of the Common Stock or cash delivered pursuant to
      this Section 2.

     

    3. MISCELLANEOUS.

    


    3.1. 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.


    


    3.2. 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.

    


    [Signatures
      appear on following pages]


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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/ Gary G.
                Brandt             
                

            	 
	 	
              Name:
                Gary G. Brandt

            	 
	 	
              Title:
                Chief Executive Officer

            	 
	 	 	 
	 	
              WOODLAKEN
                LLC

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: x Yes o
                No

            	
              By:
                /s/
                Gary M.
                Laskowski         
                

            	 
	 	
              Name:
                Gary M. Laskowski 

            	 
	 	
              Title:
                Manager 

            	 
	 	 	 
	 	 	 
	 	
              JEZEBEL
                MANAGEMENT CORPORATION

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes
                o No 

            	
              By:
                /s/
                Michael A. D’Amelio       
                

            	 
	 	
              Name:
                Michael A. D’Amelio 

            	 
	 	
              Title:
                President 

            	 
	 	 	 
	 	 	 
	 	
              PINETREE
                (BARBADOS) INC.

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes
                o No

            	
              By:
                /s/ J. Gordon Murphy       
                 

            	 
	 	
              Name:
                J. Gordon Murphy

            	 
	 	
              Title:
                President

            	 
	 	 	 
	 	 	 
	 	
              COADY
                FAMILY LLC

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes
                o No

            	
              By:
                /s/
                Patrick D.
                Coady          
                

            	 
	 	
              Name:
                Patrick
                D. Coady

            	 
	 	
              Title:
                Manager

            	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Conversion
                Right: xYes
                o No

            	
              /s/
                F. Jay Leonard          
                

            	 
	 	
              F.
                Jay Leonard

            	 
	 	 	 
	 	 	 
	 	
              /s/
                Peter Carpenter         
                

            	 
	 	
              Peter
                Carpenter

            	 
	
              Conversion
                Right: xYes
                o No

            	 	 
	 	 	 
	 	
              /s/
                Barbara Carpenter     

            	 
	 	
              Barbara
                Carpenter

            	 
	 	 	 
	 	 	 
	 	
              PASCAL
                PARTNERS, LLC

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes o No


            	
              By:
                /s/
                Nick
                Marinella           
                

            	 
	
            	Name:
              Nick
              Marinella	 
	
            	Title:
              Managing Member	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes
                o No

            	
              /s/
                Steven
                Kilponen            
                

            	 
	
            	Steven
              Kilponen 	 
	 	 	 
	 	 	 
	
            	Millennium
              Trust Company LLC Custodian 	 
	
            	FBO
              Joseph Cooper Rollover IRA 90M020013	 
	 	 	 
	 	 	 
	
              Conversion
                Right: xYes
                o No

            	
              By:
                /s/
                Joseph Cooper       
                         

            	 
	 	
              Name:
                Joseph Cooper

            	 
	 	
              Title:
                

            	 
	 	 	 
	 	 	 
	 	
              Millennium
                Trust Company LLC Custodian 

            	 
	 	
              FBO
                Steven Kilponen IRA Rollover 

            	 
	 	
              Account
                #90N727012

            	 
	 	 	 
	 	 	 
	
              Conversion
                Right: x Yes
                o No

            	
              By:
                /s/
                Steven Kilponen       
                

            	 
	 	
              Name:
                Steven Kilponen

            	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    


    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

            	 
	
              Jezebel
                Management Corporation

            	 	 	
              September
                15, 2005

            	 	
              $

            	
              150,000.00

            	 
	
              Jezebel
                Management Corporation

            	 	 	
              November
                18, 2005

            	 	
              $

            	
              100,000.00

            	 
	
              Pinetree
                (Barbados) Inc.

            	 	 	
              November
                18, 2005

            	 	
              $

            	
              100,000.00

            	 
	
              F.
                Jay Leonard

            	 	 	
              March
                20, 2006

            	 	
              $

            	
              25,000.00

            	 
	
              Woodlaken
                LLC

            	 	 	
              March
                31, 2006

            	 	
              $

            	
              72,000.00

            	 
	
              Peter
                and Barbara Carpenter

            	 	 	
              April
                7, 2006

            	 	
              $

            	
              100,000.00

            	 
	
              Pascal
                Partners, LLC

            	 	 	
              April
                10, 2006

            	 	
              $

            	
              100,000.00

            	 
	
              Coady
                Family LLC

            	 	 	
              May
                23, 2006

            	 	
              $

            	
              200,000.00

            	 
	
              Steven
                Kilponen

            	 	 	
              June
                13, 2006

            	 	
              $

            	
              25,000.00

            	 
	
              Millennium
                Trust Co. LLC Custodian FBO Joseph Cooper Rollover IRA
                90M020013

            	 	 	
              July
                3, 2006

            	 	
              $

            	
              100,000.00

            	 
	
              F.
                Jay Leonard

            	 	 	
              October
                13, 2006

            	 	
              $

            	
              25,000.00

            	 
	
              Millennium
                Trust Co. LLC Custodian FBO Joseph Cooper Rollover IRA
                90M020013

            	 	 	
              October
                13, 2006

            	 	
              $

            	
              85,000.00

            	 
	
              Steven
                Kilponen

            	 	 	
              October
                31, 2006

            	 	
              $

            	
              11,000.00

            	 
	
              Millennium
                Trust Co. LLC Custodian FBO Steven Kilponen IRA Rollover Account
                #90N727012

            	 	 	
              October
                31, 2006

            	 	
              $

            	
              19,085.00

            	 
	
              Total

            	 	 	 	 	
              $

            	
              1,712,085.00

            	 


    

     

    __________________________________

    *
      Prior
      to accrual of inducement payments.