FIRST
      AMENDMENT AGREEMENT

    


    This
      First Amendment Agreement (this “Agreement”),
      is
      made and entered into as of August 24, 2007, by and among Solomon Technologies,
      Inc., a Delaware corporation (the “Company”)
      and
      each of the investors signatory hereto (each, a “Holder”
and
      collectively, the “Holders”).
      Capitalized terms not defined in this Agreement shall have the meanings ascribed
      to such terms in the Purchase Agreement (as defined below).

    


    WHEREAS,
      the Company and each of the Holders are parties to that certain Securities
      Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of January 17, 2007, pursuant to which the Company issued to the Holders
      its
      Variable Rate Self-Liquidating Senior Secured Convertible Debentures with an
      aggregate principal amount of $5,350,000 (the “Debentures”),
      and
      Common Stock Purchase Warrants to purchase up to, in the aggregate, 2,006,250
      shares of Common Stock (the “Warrants”);
      

    


    WHEREAS,
      the Company has made the first required Monthly Redemption payment that was
      due
      on June 1, 2007, and has paid all interest due on the Debentures through May
      31,
      2007, but to date has not made the Monthly Redemption payment due on July 1,
      2007, or August 1, 2007, or paid the interest due on the Debentures for the
      period June 1, 2007, through July 31, 2007; 

    


    WHEREAS,
      the Company is seeking at least $1,000,000 in new debt or equity financing
      from
      existing or new investors and upon terms that are not yet determined (the
“New
      Financing”),
      and
      has requested that the Holders waive certain provisions of the Transaction
      Documents in connection with such New Financing; and

    


    WHEREAS,
      the parties desire to amend certain provisions of the Debentures and other
      Transaction Documents pursuant to the terms hereof.

    


    NOW
      THEREFORE, in consideration of the terms and conditions contained in this
      Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound hereby, agree as follows:

    


    Section
      1.  Amendment
      to Purchase Agreement, Debentures, Warrants, Registration Rights
      Agreement.
      

     

    (a) Effective
      as of August 1, 2007, the definition of “Monthly Redemption Date” in Section 1
      of each Debenture is hereby deleted and replaced in its entirety with the
      following:

    


    ““Monthly
      Redemption Date”
      means the 1st of each month, commencing on the first such day following the
      earlier of (i) the date the Second Registration Statement (as defined in the
      Registration Rights Agreement, as amended) is declared effective by the
      Commission and (ii) December 1, 2007, and ending upon the full redemption of
      this Debenture.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Effective
      as of August 1, 2007, the definition of “Monthly Redemption Amount” in Section 1
      of each Debenture is hereby deleted and replaced in its entirety with the
      following: 

    


    ““Monthly
      Redemption Amount”
      means an amount equal to the then outstanding principal amount of this Debenture
      on the first Monthly Redemption Date following August 24,
      20071 multiplied
      by a fraction, the numerator of which is 1 and the denominator of which is
      the
      number of months between such first Monthly Redemption Date and April 17,
      2009.”

    


    (c) The
      Conversion Price of each Debenture is hereby reduced to equal $0.35 per share,
      subject to further adjustment pursuant to the terms of the
      Debentures.

    


    (d) The
      definition of “Maturity Date” in the second paragraph of each of the Debentures
      is hereby amended as follows:

    


    “,...April
      17, 2009 (the “Maturity
      Date”).”

    


    (e) The
      Exercise Price (as defined in the Warrants) of each of the Warrants is hereby
      reduced to equal $0.35 per share (such reduction, the “$0.35
      Adjustment”,
      subject to further adjustment pursuant to the terms of the Warrants. Such
      adjustment shall be to the Exercise Price per Warrant Share only and shall
      not
      increase the number of Warrant Shares issuable pursuant to the Warrants. For
      clarity and avoidance of doubt, it is agreed and understood that nothing herein
      shall prevent the number of Warrant Shares issuable pursuant to the Warrants
      from being increased in accordance with the terms of the Warrants upon any
      adjustment to the Exercise Price other than the “$0.35 Adjustment”.

    


    (f) The
      definition of “Effectiveness Date” in Section 1 of the Registration Rights
      Agreement is hereby deleted in its entirety and replaced with the
      following:

     

    ““Effectiveness
      Date”
      means, (a) with respect to the initial Registration Statement required to be
      filed hereunder, the 120th
      calendar day following the date hereof, (b) with respect to the second
      Registration Statement required to be filed hereunder (the “Second
      Registration Statement”),
      January 22, 20082 and,
      (c) with respect to any additional Registration Statements which may be required
      pursuant to Section 3(c), the 60th
      calendar day following the date on which the Company first knows, or reasonably
      should have known, that such additional Registration Statement is required
      hereunder; provided,
      however,
      that in the event the Company is notified by the Commission that one of the
      above Registration Statements will not be reviewed or is no longer subject
      to
      further review and comments, the Effectiveness Date as to such Registration
      Statement shall be the fifth Trading Day following the date on which the Company
      is so notified if such date precedes the dates required above.”

    
      

    

    
      1
        The date
        of this Agreement.

      
        2 The
          151st
          calendar
          day following the date of this Agreement.

         

      

    

    
      
        
        

      

      
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    (g)
      The
      definition of “Filing Date” in Section 1 of the Registration Rights Agreement is
      hereby deleted in its entirety and replaced with the following:

    


    ““Filing
      Date”
      means, (a) with respect to the initial Registration Statement required
      hereunder, the 30th calendar day following the date hereof and, (b) with respect
      to the Second Registration Statement, October 1, 2007 (the “Second Filing
      Date”), and (c) with respect to any additional Registration Statements which may
      be required pursuant to Section 3(c), the 30th calendar day following the date
      on which the Company first knows, or reasonably should have known, that such
      additional Registration Statement is required hereunder.”

    


    Notwithstanding
      the foregoing amendments in Section 1(f) and 1(g) hereof, the Company shall
      be
      obligated to pay liquidated damages pursuant to the terms of the Registration
      Rights Agreement for failure of the Second Registration Statement to be timely
      filed by the Second Filing Date or declared effective by the Effectiveness
      Date
      as defined immediately prior to the date hereof through the date hereof, which
      damages shall be paid in the manner set forth in Section 2 herein. The
      Company and the Holders hereby agree that, notwithstanding Section 2(b) of
      the
      Registration Rights Agreement, no partial liquidated damages or other amounts
      shall accrue under such Section 2(b) in respect of any default occurring under
      the Registration Rights Agreement for any Registrable Securities not subject
      to
      a currently effective registration statement from and between the date hereof
      and the 151st
      calendar day following the date hereof,
      except that liquidated damages shall accrue under Section 2(b) in respect of
      any
      default related to the Company’s failure to file the Second Registration
      Statement by the Second Filing Date.

    


    (h) The
      definition of “Exempt Issuance” in Section 1.1 of the Purchase Agreement is
      hereby deleted in its entirety and replaced with the following:

    


    ““Exempt
      Issuance”
      means the issuance of (a) shares of Common Stock or options to employees,
      officers or directors of the Company pursuant to any stock or option plan duly
      adopted for such purpose by a majority of the non-employee members of the Board
      of Directors of the Company or a majority of the members of a committee of
      non-employee directors, (b) up to, in the aggregate, 250,000 shares of Common
      Stock or options (subject to reverse and forward stock splits and the like)
      during any 12 month period issued to the officers, directors or employees of
      the
      Company or its Subsidiaries and approved by a majority of the members the Board
      of Directors of the Company, (c) up to, in the aggregate, $200,000 of Common
      Stock during any 6 month period approved by a majority of the members the Board
      of Directors of the Company, (d) securities upon the exercise or exchange of
      or
      conversion of any Securities issued hereunder and/or other securities
      exercisable or exchangeable for or convertible into shares of Common Stock
      issued and outstanding on the date of this Agreement (“Derivative
      Securities”),
      provided that the issuance of any additional securities as a result of any
      amendment, reset or adjustment (including resets and adjustments required
      pursuant to the terms of the Derivative Securities as in existence on the date
      hereof) of such Derivative Securities (other than pursuant to reverse and
      forward stock splits and the like) since the date of this Agreement shall not
      be
      exempt, (e) securities issued pursuant to acquisitions or strategic transactions
      approved by a majority of the disinterested directors of the Company, provided
      that any such issuance shall only be to a Person which is, itself or through
      its
      subsidiaries, an operating company in a business synergistic with the business
      of the Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the Company
      is
      issuing securities primarily for the purpose of raising capital or to an entity
      whose primary business is investing in securities, (f) up to 160,000 shares
      of
      Common Stock to be issued to Ardour Capital Investments LLC or its designees
      in
      partial consideration for its services to the Company in connection with the
      transactions contemplated by this Agreement,
      (g) up to $375,000 of Common Stock to be issued to JMC Venture Partners LLC
      (“JMC”)
      or its assigns as a commitment fee for a $15 million acquisition line of credit
      to be entered into between the Company and JMC and an additional $100,000 of
      Common Stock per quarter to be issued to JMC as a monitoring fee, which shares
      shall be issued for an effective per share price of at least the fair market
      value of the Common Stock on the date of issuance of the applicable
      share
      as determined by the Company’s board of directors in good faith.
      Notwithstanding anything herein or in any other Transaction Document to the
      contrary and consistent with clause (d) above, it is expressly agreed that
      any
      amendments, adjustments or resets that result in future issuances of Common
      Stock or Common Stock Equivalents pursuant to that certain Securities Purchase
      Agreement, dated August 17, 2006, by and among the Company, Integrated Power
      Systems LLC, Power Designs Inc., The Vantage Partners LLC, Technipower LLC
      and
      the other parties listed on the signature pages thereto, or pursuant to any
      other agreements or documents entered into or issued in connection therewith,
      shall not be an Exempt Issuance.”

     

    
      
        
        

      

      
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    (i) Section
      6(b) of the Registration Rights Agreement is hereby deleted in its entirety
      and
      replaced with the following:

    


    ““(b)No
      Piggyback on Registrations.
      Except as set forth in the registration rights agreements listed on
Schedule
      6(b)
      attached hereto, neither the Company nor any of its security holders (other
      than
      the Holders in such capacity pursuant hereto) may include securities of the
      Company in the Registration Statements other than the Registrable Securities.
      The Company shall not file any other registration statements until all
      Registrable Securities are registered pursuant to a Registration Statement
      that
      is declared effective by the Commission, provided that this Section 6(b) shall
      not prohibit the Company from filing (i) amendments to registration statements
      filed prior to the date of this Agreement, (ii) registration statement(s)
      required to be filed by the Company under that certain Registration Rights
      Agreement entered into in connection with the New Financing, (iii) registration
      statement(s) registering securities issued to JMC Venture Partners LLC (“JMC”)
      or assigns in connection with and pursuant to the acquisition line of credit
      to
      be made available to the Company by JMC and that qualify as Exempt Issuances
      or
      (iv) a registration statement on Form S-8 covering no more than 1,250,000 shares
      of Common Stock and Common Stock Equivalents, in the aggregate, issued to
      members of the Company’s senior management that qualify as Exempt
      Issuances.”

     

    
      
        
        

      

      
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    Section
      2. Satisfaction
      of Liquidated Damages under the Registration Rights Agreement.
      In lieu
      of the payment of accrued but unpaid liquidated damages under the Registration
      Rights Agreement accrued through the date hereof in the amounts set forth on
      Schedule
      1
      hereto,
      the Company shall issue each Holder, and each Holder agrees to accept, a
      Debenture, in the form of the Debentures issued pursuant to the Purchase
      Agreement, as amended (the “Additional
      Debentures”,
      and
      the shares of Common Stock underlying the Additional Debentures, the
“Additional
      Underlying Debenture Shares”),
      with
      a principal amount equal to the amounts set forth on Schedule 1
      hereto. 

    


    Section
      3. Waivers
      with respect to the New Financing.
      Subject
      to the terms and conditions hereunder, each Holder hereby

    


    (a)
      waives the restrictions set forth in Section 4.13(a) of the Purchase Agreement
      and Sections 7(a), 7(b), 7(d) and 7(g) of the Debentures with respect to the
      New
      Financing and the securities that may be issued therein and agrees that such
      restrictions shall not apply to the New Financing or the securities issued
      therein; 

    


    (b)
      agrees that any debt securities sold in the New Financing shall be payable
      pari
      passu
      with the
      Debentures; 

    


    (c)
      waives the restrictions set forth in Sections 4(l) and 4(bb) of the Security
      Agreement with respect to the New Financing and consents and agrees that the
      Company may enter into a security agreement with the investors in the New
      Financing pursuant to which such investors will receive a security interest
      in
      the Company’s assets that is pari
      passu
      with
      that enjoyed by the Holders;

    


    (d)
      waives the restrictions set forth in Section 4(b) of the Subsidiary Guarantee
      with respect to the New Financing and agrees that any Guarantor (as defined
      therein) may enter into a security or guarantee agreement with the investors
      in
      the New Financing pursuant to which such investors will receive a security
      interest in the Guarantor’s assets that is pari
      passu
      with
      that enjoyed by the Holders; and 

    


    (e)
      waives the restrictions set forth in Section 6(b) and 6(i) of the Registration
      Rights Agreement with respect to the New Financing and consents to the grant
      of
      registration rights to the investors in the New Financing, provided that such
      registration rights shall be no more favorable to such investors than the
      registration rights granted to the Holders in the Registration Rights Agreement
      are to the Holders. 

    


    The
      foregoing waivers shall not be effective unless and until all Holders shall
      have
      agreed to the terms and conditions hereunder. The Company shall offer each
      Holder the opportunity to purchase, at the same price and on the same terms
      as
      are offered to other investors, a portion of the securities sold in such New
      Financing at least equal to the proportion that the principal amount of the
      Debentures purchased by such Holder bears to the aggregate principal amount
      of
      the Debentures purchased by all of the Holders. 

     

    
      
        
        

      

      
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    Section
      4. July
      1, 2007 Monthly Redemption Payments under the Debentures.
      Subject
      to the terms and conditions herein, each Holder hereby waives any Events of
      Default arising under Section 8(a) of each of the Debentures as a result of
      the
      Company’s failure to make timely payment of the Monthly Redemption Amounts due
      on July 1, 2007. Notwithstanding anything herein to the contrary, the Company
      hereby agrees to pay, contemporaneously with the effectiveness of this
      Agreement, and each Holder agrees to accept, in partial satisfaction of the
      Monthly Redemption Amounts owed on July 1, 2007, the dollar amounts set forth
      on
Schedule
      2
      attached
      hereto, which payments shall be made in registered shares of Common Stock at
      an
      effective price per share equal to $0.2797603 
      such
      that the aggregate number of shares issued shall be equal to the lesser of
      (i)
      that number of shares that would be issued in order to pay all of the amounts
      set forth on Schedule 2 in full and (ii) the maximum number of shares remaining
      available as of the date hereof for conversion of Debentures on the currently
      effective registration statement (SEC File No. 333-140618). All other unpaid
      Monthly Redemption Amounts (or portions thereof) that accrued and were payable
      prior to August 1, 2007 shall be included in the principal balance when
      calculating the Monthly Redemption Amounts payable after August 1,
      2007.

    


    Section
      5. Conditions
      to Obligations.
      

    


    (a) The
      respective obligations of the Holders hereunder are subject to the following
      conditions being met: 

    


    (i) the
      accuracy in all material respects of the representations and warranties of
      the
      Company contained herein;

    


    (ii) all
      obligations, covenants and agreements of the Company required to be performed
      pursuant to this Agreement at or prior to the date hereof shall have been
      performed;

    


    (iii) there
      shall have been no Material Adverse Effect with respect to the Company since
      the
      date hereof; and

    


    (iv) trading
      in the Common Stock shall not have been suspended by the Commission (except
      for
      any suspension of trading of limited duration agreed to by the Company, which
      suspension shall be terminated prior to the Closing), and, at any time prior
      to
      the Closing, trading in securities generally as reported by Bloomberg Financial
      Markets shall not have been suspended or limited, or minimum prices shall not
      have been established on securities whose trades are reported by such service,
      or on any Trading Market, nor shall a banking moratorium have been declared
      either by the United States or New York State authorities nor shall there have
      occurred any material outbreak or escalation of hostilities or other national
      or
      international calamity of such magnitude in its effect on, or any material
      adverse change in, any financial market which, in each case, in the reasonable
      judgment of each Holder, makes it impracticable or inadvisable to consummate
      the
      transactions hereunder. 

    
      

    

    
      3 This
        is
        the Monthly Redemption Price applicable to the July 1, 2007, Monthly
        Redemption.

    

     

    
      
        
        

      

      
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    (b)
      The
      obligations of the Company hereunder are subject to the following conditions
      being met:

    


    (i) the
      accuracy in all material respects of the representations and warranties of
      each
      of the Holders contained herein; and

    


    (ii) all
      obligations, covenants and agreements of the Holders required to be performed
      pursuant to this Agreement at or prior to the date hereof shall have been
      performed.

    


    Section
      6. Effect on Transaction Documents. The
      foregoing amendments, waivers and consent and agreements are given solely in
      respect of the transactions described herein. Except as expressly set forth
      herein, all of the terms and conditions of the Transaction Documents shall
      continue in full force and effect after the execution of this Agreement, and
      shall not be in any way changed, modified or superseded by the terms set forth
      herein. This Agreement shall not constitute a novation or accord and
      satisfaction of any such Transaction Document.

    


    Section
      7. Filing
      of 8-K.
      Within
      2 Trading Days of the date hereof, the Company shall issue a Current Report
      on
      Form 8-K, reasonably acceptable to each Holder disclosing the material terms
      of
      the transactions contemplated hereby, which shall include this Agreement as
      an
      attachment thereto.

    


    Section
      8. Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations and warranties to each
      Holder:

    


    (a) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder and thereunder. The execution and delivery
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company, its board
      of directors or its stockholders in connection therewith. This Agreement has
      been duly executed by the Company and, when delivered in accordance with the
      terms hereof will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    (b) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not: (i) conflict with or violate any provision of the Company’s or any
Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, result in the creation of any Lien upon any of the properties
      or
      assets of the Company or any Subsidiary, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any material agreement, credit facility, debt or
      other material instrument (evidencing a Company or Subsidiary debt or otherwise)
      or other material understanding to which the Company or any Subsidiary is a
      party or by which any property or asset of the Company or any Subsidiary is
      bound or affected, or (iii) subject to the Required Approvals, conflict with
      or
      result in a violation of any law, rule, regulation, order, judgment, injunction,
      decree or other restriction of any court or governmental authority to which
      the
      Company or a Subsidiary is subject (including federal and state securities
      laws
      and regulations), or by which any property or asset of the Company or a
      Subsidiary is bound or affected; except in the case of each of clauses (ii)
      and
      (iii), such as could not have or reasonably be expected to result in a Material
      Adverse Effect.

     

    
      
        
        

      

      
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    (c) Equal
      Treatment of Holders.
      Except
      as set forth in this Agreement, and except to the extent that amounts offered
      and paid to the Holders vary in proportion to the principal amount of and
      accrued interest on each Holder’s Debenture, no consideration has been or will
      be paid to any person to amend or consent to a waiver, modification, forbearance
      or otherwise of any provision of any of the Transaction Documents that has
      not
      been or will be paid to each of the Holders.

     

    (d) No
      Material Adverse Effect.
      Except
      as disclosed in the Company’s reports filed with the Securities and Exchange
      Commission, since the Closing Date there has been no Material Adverse Effect
      with respect to the Company. 

     

    Section
      9. Representations
      and Warranties of the Holders.
      Each
      Holder hereby, for itself and for no other Holder, represents and warrants
      as of
      the date hereof to the Company as follows:

     

    (a) Authority.
      The
      Holder has the requisite corporate or partnership authority to enter into and
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder. The execution, delivery and performance
      by
      such Holder of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate or similar action on the part of such
      Holder, its board of directors or its stockholders or partners. This Agreement
      has been duly executed by such Holder, and when delivered by such Holder in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Holder, enforceable against it in accordance with its terms,
      except (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law.

     

    
      
        
        

      

      
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    (b) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Holder and the
      consummation by the Holder of the transactions contemplated hereby do not and
      will not: (i) conflict with or violate any provision of the Holder’s certificate
      or articles of incorporation, bylaws or other organizational or charter
      documents, or (ii) subject to the Required Approvals, conflict with or result
      in
      a violation of any law, rule, regulation, order, judgment, injunction, decree
      or
      other restriction of any court or governmental authority to which the Holder
      is
      subject (including federal and state securities laws and
      regulations).

     

    (c) Own
      Account.
      Such
      Holder understands that the Additional Debentures are “restricted securities”
and have not been registered under the Securities Act or any applicable state
      securities law and is acquiring the Additional Debentures as principal for
      its
      own account and not with a view to or for distributing or reselling such
      Additional Debentures or any part thereof in violation of the Securities Act
      or
      any applicable state securities law, has no present intention of distributing
      any of such Securities in violation of the Securities Act or any applicable
      state securities law and has no arrangement or understanding with any other
      persons regarding the distribution of such Additional Debentures (this
      representation and warranty not limiting such Holder’s right to sell the
      Additional Underlying Debenture Shares pursuant to the Registration Statement
      or
      otherwise in compliance with applicable federal and state securities laws)
      in
      violation of the Securities Act or any applicable state securities law. Such
      Holder is acquiring the Additional Debentures hereunder in the ordinary course
      of its business. Such Holder does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the Additional
      Debentures.

     

    (c) Holder
      Status.
      Such
      Holder is, and on each date on which it converts any Additional Debentures
      will
      be, an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
      (a)(7) or (a)(8) under the Securities Act. Such Holder is not registered or
      required to be registered as a broker-dealer under Section 15 of the Exchange
      Act.

     

    Section
      10. Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and Holders holding at least 67% of the then outstanding
      Securities. 

     

    Section
      11. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the applicable Transaction
      Document.

     

    Section
      12. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties. The Company may not assign (except
      by
      merger) its rights or obligations hereunder without the prior written consent
      of
      all of the Holders of the then-outstanding Securities. Each Holder may assign
      their respective rights hereunder in the manner and to the Persons and extent
      as
      permitted under the applicable Transaction Document.

     

    
      
        
        

      

      
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    Section
      13. Execution
      and Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement, it being understood
      that both parties need not sign the same counterpart. In the event that any
      signature is delivered by facsimile transmission or by e-mail delivery of a
      “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

     

    Section
      14. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined in accordance with the provisions of
      the
      Purchase Agreement.

     

    Section
      15. Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    Section
      16. Headings.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      the Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      17. Fees
      and Expenses.
      The
      Company has agreed to reimburse the Truk Opportunity Fund, LLC the sum of
      $10,000, for its out-of-pocket legal fees and expenses, none of which has been
      paid prior to the date hereof. Except as expressly set forth herein, each party
      shall pay the fees and expenses of its advisers, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the
      negotiation, preparation, execution, delivery and performance of this Agreement.
      The Company shall pay all transfer agent fees, stamp taxes and other taxes
      and
      duties levied in connection with the delivery of any Additional Debentures
      or
      Additional Underlying Debenture Shares.

    


    Section
      18. Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holders hereunder, and no Holder shall be responsible
      in any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto, shall be deemed
      to
      constitute the Holders as a partnership, an association, a joint venture or
      any
      other kind of entity, or create a presumption that the Holders are in any way
      acting in concert with respect to such obligations or the transactions
      contemplated by this Agreement. Each Holder shall be entitled to protect and
      enforce its rights, including without limitation the rights arising out of
      this
      Agreement, and it shall not be necessary for any other Holder to be joined
      as an
      additional party in any proceeding for such purpose.

     

    
      
        
        

      

      
        10

        
          

        

      

       

    

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties have
      executed this Agreement as of the date first set forth above.

     

    
      	 	 	 
	 	
              SOLOMON
                TECHNOLOGIES, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name: 

              Title:

            
	 	 


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGE OF HOLDERS TO SOLM AMENDMENT]

     

    Name
      of
      Holder: __________________________

    Signature
      of Authorized Signatory of Holder:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

    


    


    [SIGNATURE
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    Schedule
      1

    


    
      	
              Holder

            	
              Principal
                Amount of 

              Additional
                Debenture

            
	 	 
	
              Cornix
                Management LLC

            	
              $3,000.00

            
	 	 
	
              Double
                U Master Fund LP

            	
              $12,000.00

            
	 	 
	
              Nite
                Capital LP

            	
              $7,500.00

            
	 	 
	
              Iroquois
                Master Fund Ltd.

            	
              $30,000.00

            
	 	 
	
              Truk
                Opportunity Fund, LLC

            	
              $22,950.00

            
	 	 
	
              Truk
                International Fund, LP

            	
              $4,050.00

            
	 	 
	
              Shelter
                Island Opportunity Fund, LLC

            	
              $15,000.00

            
	 	 
	
              Rockmore
                Investment Fund Ltd

            	
              $4,500.00

            
	 	 
	
              BridgePointe
                Master Fund Ltd.

            	
              $45,000.00

            
	 	 
	
              Alpha
                Capital Anstalt

            	
              $9,000.00

            
	 	 
	
              Harborview
                Master Fund L.P.

            	
              $7,500.00

            
	 	 
	
              Total

            	
              $160,500.00

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      2

    


    
      	
              Holder

            	
              7/1/07
                Partial Redemption

               Share
                Delivery

            	
              Dollar
                Value

            
	 	 	 
	
              Cornix
                Management LLC

            	
              32,660

            	
              $9,136.97

            
	 	 	 
	
              Double
                U Master Fund LP

            	
              130,636

            	
              $36,546.75

            
	 	 	 
	
              Nite
                Capital LP

            	
              81,648

            	
              $22,841.86

            
	 	 	
               

            
	
              Iroquois
                Master Fund Ltd.

            	
              326,592

            	
              $91,367.43

            
	 	 	 
	
              Truk
                Opportunity Fund, LLC

            	
              249,843

            	
              $69,896.11

            
	 	 	 
	
              Truk
                International Fund, LP

            	
              44,090

            	
              $12,334.62

            
	 	 	 
	
              Shelter
                Island Opportunity Fund, LLC

            	
              163,296

            	
              $45,683.71

            
	 	 	 
	
              Rockmore
                Investment Fund Ltd

            	
              48,988

            	
              $13,704.89

            
	 	 	 
	
              BridgePointe
                Master Fund Ltd.

            	
              489,888

            	
              $137,051.14

            
	 	 	 
	
              Alpha
                Capital Anstalt

            	
              97,978

            	
              $27,410.34

            
	 	 	 
	
              Harborview
                Master Fund L.P.

            	
              81,648

            	
              $22,841.86

            
	 	 	 
	
              Total

            	
              1,747,267

            	
              $488,815.67