ACQUISITION
      LINE OF CREDIT AGREEMENT

     

    August
      24, 2007

     

    Solomon
      Technologies, Inc., a Delaware corporation (“Solomon”) and JMC Venture Partners
      LLC, a Delaware limited liability company (together with its successors and
      assigns, including any assignees pursuant to Section 12, hereinafter the
“Lender”) hereby agree as follows (with capitalized terms not otherwise defined
      herein having the meanings ascribed to them in Section 18):

     

    1. Loans. Upon
      the
      terms and subject to the conditions of this Agreement, and upon notice by
      Solomon as provided in Section 5(a), Lender agrees to advance from time to
      time
      during the period from the date hereof through August 24, 2008 (the “Termination
      Date”), amounts (each a “Loan” and collectively the “Loans”) to one or more
      entities (each an “Acquisition Entity” and collectively the “Acquisition
      Entities”), the principal amount of which shall not exceed fifteen million
      dollars ($15,000,000) in the aggregate (the “Commitment”). Upon the fulfillment
      of the conditions specified in Section 6, each Loan shall be disbursed by Lender
      on the requested date therefor in funds immediately available to the Acquisition
      Entity in such manner as shall be reasonably acceptable to Lender. 

     

    2. Renewal
      of Commitment.
      Lender
      may, in its sole discretion, renew the Commitment prior to the Termination
      Date
      on the terms hereof. The renewal of the Commitment may be in any amount
      designated by Lender that is acceptable to Solomon. Upon any such renewal,
      Solomon shall pay a commitment fee to Lender computed in accordance with Section
      5(e) (i).

     

    3.
       Interest.
      (a) Rate.
       Each
      Loan
      shall bear simple interest on the outstanding principal amount thereof at a
      rate
      of twelve percent (12%) per annum. During an Event of Default (and whether
      before or after judgment), each Loan (whether or not due) and, to the maximum
      extent permitted under applicable law, each other amount due and payable
      hereunder shall bear interest at the rate of eighteen percent (18%) per
      annum.

     

    (b) Payment.
      Interest shall be payable in arrears on the first day of each month after the
      Loan is disbursed.

     

    (c) Computation.
      Interest on the Loans shall be computed on the basis of a year of 360 days
      and
      paid for the actual number of days elapsed (including the first but excluding
      the last day).

     

    4. Repayment.
       (a)
      Mandatory
      Repayment. Each
      Loan
      shall be repaid in full, together with all unpaid accrued interest, by the
      Acquisition Entity on the last day of the twelfth month after such Loan is
      made.


     

    (b) Optional
      Prepayment.
      Upon
      notice to Lender as provided in Section 5(a), an Acquisition Entity may, at
      any
      time and from time to time, prepay a Loan in whole or in part, except that
      any
      partial prepayment shall be in an aggregate principal amount of at least
      $100,000.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    5. Credit
      Line Provisions.
      (a)
Notice.
      Solomon
      shall give Lender notice 20 Business Days before the requested date of the
      Loan
      specifying the proposed disbursement date and the amount thereof.

     

    (b) Payments
      to Lender.
      (i)
 Manner.
      Solomon
      shall cause each Acquisition Entity to make all payments to Lender hereunder
      without any reduction or deduction whatsoever (including any reduction or
      deduction for set-off, recoupment, counterclaim (whether sounding in tort,
      contract or otherwise) or any Federal, state or foreign tax or other
      governmental charge, levy or withholding tax) to Lender’s office as determined
      in accordance with the provisions of Section 11. A payment shall not be deemed
      to have been made on any day unless such payment has been received by Lender
      in
      immediately available funds no later than 12:00 noon Eastern time on such
      day.

     

    (ii) Extension
      of Payment Dates.
      Whenever any payment to Lender hereunder would otherwise be due (except by
      reason of acceleration) on a day that is not a Business Day, such payment shall
      instead be due on the next succeeding Business Day (and shall bear interest
      for
      such extended time at the applicable rate immediately prior
      thereto).

     

    (c) Evidence
      of Indebtedness.
      The
      Loans and the obligation to repay the Loans with interest thereon in accordance
      with this Agreement shall be evidenced by this Agreement and the secured
      promissory note of each Acquisition Entity in a form acceptable to the Lender
      in
      its sole discretion (each a “Note”).

     

    (d) Guaranty.
      Each
      Loan shall be unconditionally guaranteed by Solomon in a form mutually
      acceptable to the Lender and Solomon..

     

    (e) Fees.
      Solomon
      shall pay fees to Lender as follows:

     

    (i) Commitment
      Fee.
      Solomon
      shall pay to Lender a commitment fee equal to two and one-half percent (2.5%)
      of
      the Commitment payable on the date hereof. The commitment fee shall be payable
      in restricted shares of the common stock of Solomon (“Shares”) issuable within
      ten Business Days after the date hereof and after any renewal of the Commitment
      as provided herein.

     

    (ii) Monitoring
      Fee.
      Solomon
      shall pay to Lender an monitoring fee equal to two and one-half percent (2.5%)
      of each Loan. The monitoring fee shall be payable in Shares and shall be
      issuable within ten Business Days after the disbursement of each
      Loan.

     

    (iii) Investment
      Fee.
      Solomon
      shall pay to Lender a cash investment fee equal to one percent (1%) of the
      aggregate outstanding balance of the Loans each quarter. The investment fee
      for
      any Loan disbursed or repaid during a quarter shall be prorated. The investment
      fee shall be payable within ten Business Days after the end of each
      quarter.

     

    The
      number of Shares issuable pursuant to Sections 5(e)(i) and (ii) shall be
      computed by dividing the dollar amount of the commitment fee and investment
      fee,
      respectively, by the average closing price of a Share for the ten Business
      Days
      preceding the applicable date, rounded to the next highest Share. The Shares
      shall be included in Solomon’s next registration statement filed with the
      Securities and Exchange Commission on Forms S-1, SB-2, S-3 or


    
      
         

      

      
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    equivalent
      in accordance with “piggyback” registration rights accorded by Solomon to
      investors generally but in no event later than 120 days after the execution
      of
      this agreement.

     

    6. Conditions
      to Loans.
      The
      obligation of Lender to make each Loan is subject to the fulfillment of each
      of
      the following conditions in form and substance satisfactory to
      Lender:

     

    (a) Lender
      shall have received good standing certificates of Solomon and the Acquisition
      Entity, each certified as of a recent date prior to the date of the disbursement
      of the applicable Loan hereunder by the appropriate official of Solomon’s and
      Acquisition Entity’s jurisdictions of organization;

     

    (b) Lender
      shall have received the charter and bylaws of the Acquisition Entity certified
      by an officer of the Acquisition Entity as being true and correct and in effect
      on the date of the Loan;

     

    (c)
       Lender
      shall have received duly executed resolutions of the Acquisition Entity
      authorizing it to execute and deliver the Note, the Security Agreement and
      the
      Financing Statements;

     

    (d) Lender
      shall have received the Note and Security Agreement duly executed by the
      Acquisition Entity and the original counterpart of all filed Financing
      Statements stamped by the appropriate government filing offices;

     

    (e) Lender
      shall have received the guaranty of Solomon with respect to the
      Loan;

     

    (f) Lender
      shall have received an opinion of counsel to Solomon and the Acquisition Entity
      covering such matters as Lender shall have reasonably requested on the date
      of
      the disbursement of the initial Loan hereunder, and all legal matters relating
      to the transactions contemplated by this Agreement shall be satisfactory to
      counsel for Lender as of the time each Loan is disbursed hereunder;

     

    (g) each
      representation and warranty contained in this Agreement shall be true and
      correct and no Event of Default shall be continuing, in each case as of the
      date
      each Loan is to be made hereunder; and

     

    (h) Lender
      shall have received such other documents and opinions as it shall have
      reasonably requested.

     

    7.
       Lender’s
      Right to Decline a Loan.
      Notwithstanding anything herein to the contrary, Lender may in its sole
      discretion decline to make any Loan requested by Solomon.

     

    8. Representations
      and Warranties.
      In
      order to induce Lender to enter into this Agreement and to make each Loan
      hereunder, Solomon represents, warrants and agrees that:

     

    (a) Organization;
      Power; Qualification.
      Each of
      it and its wholly or partially owned subsidiary entities (together with each
      Acquisition Entity, “Subsidiaries”) is a corporation or limited liability
      company duly organized, validly existing and in good standing under the laws
      of
      its jurisdiction of organization, has the power and authority to own its
      properties and to carry on


    
      
         

      

      
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    its
      business as now being and hereafter proposed to be conducted and is duly
      qualified and in good standing as a foreign corporation or limited liability
      company, and authorized to do business, in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification or authorization, except for qualifications or authorizations
      the
      lack of which, singly or in the aggregate, has not had and will not have a
      materially adverse effect on Solomon and its Subsidiaries taken as a
      whole.

     

    (b) Authorization;
      Enforceability; Required Consents; No Conflicts.
       (i)
      Agreement.
      It has
      the power, and has taken all necessary action to authorize, execute, deliver
      and
      perform this Agreement in accordance with its terms. This Agreement has been
      duly executed and delivered and constitutes the legal,
      valid
      and
      binding obligation of Solomon, enforceable against Solomon in accordance with
      its terms. The execution, delivery and performance of this Agreement do not
      and
      will not (i) require any governmental approval or other consent or approval,
      other than such approvals and consents that have been obtained and are in full
      force and effect, final and not subject to review on appeal or to collateral
      attack, or (ii) violate or conflict with, result in a breach of, or constitute
      a
      default under, or result in or require creation of any lien or encumbrance
      upon
      any assets of Solomon or any of its Subsidiaries under any applicable law or
      any
      agreement, indenture, lease, license, instrument or other contractual
      restriction or any charter or bylaws to which Solomon or any of its Subsidiaries
      is a party or by which Solomon or any of its Subsidiaries or any of their
      properties may be bound.

     

    (ii) Guaranty.
      It will
      have the power, and will have taken all necessary action to authorize, execute,
      deliver and perform each Guaranty of a Loan in accordance with its terms. When
      executed, each Guaranty will have been duly executed and delivered and
      constitute the legal,
      valid
      and
      binding obligation of Solomon, enforceable against Solomon in accordance with
      its terms. The execution, delivery and performance of each Guaranty will not
      (i)
      require any governmental approval or other consent or approval, other than
      such
      approvals and consents that have been obtained and are in full force and effect,
      final and not subject to review on appeal or to collateral attack, or (ii)
      violate or conflict with, result in a breach of, or constitute a default under,
      or result in or require creation of any lien or encumbrance upon any assets
      of
      Solomon or any of its Subsidiaries under any applicable law or any agreement,
      indenture, lease, license, instrument or other contractual restriction or any
      charter or bylaws to which Solomon or any of its Subsidiaries is a party or
      by
      which Solomon or any of its Subsidiaries or any of their properties may be
      bound.

     

    (c) Other
      Security Interests and Liens.
      It will
      cause each Acquisition Entity to obtain the written approval of Lender before
      entering into any security agreement or similar arrangement with a third party
      with respect to any of such Acquisition Entity’s assets, regardless of whether
      such security agreement purports to grant a lien that is junior or senior to
      the
      lien of Lender granted by an Acquisition Entity pursuant to a Security
      Agreement. Any such security agreement with, or such security interest granted
      to, any third party without the advance written consent of Lender shall be
      null
      and void. 

     

    9. Covenants.
      From
      the date hereof until the later of the termination of the Commitment (whether
      as
      a result of the occurrence of the Termination Date or pursuant to Section 10)
      and the payment in full of the Loans and all other amounts payable or accrued
      hereunder (the “Repayment Date”), Solomon shall, and shall cause each of its
      Subsidiaries to:


    
      
         

      

      
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    (a) Preservation
      of Existence and Franchises, Scope of Business, Compliance with Law,
      Preservation of Enforceability.
      (i)
      Preserve and maintain its corporate existence and all of its other franchises,
      licenses, rights and privileges, (ii) engage only in businesses in substantially
      the same fields as the businesses conducted on the date hereof, (iii) comply
      with all applicable law, and (iv) take all action and obtain all consents and
      governmental approvals required so that its obligations hereunder will at all
      times be legal, valid and binding and enforceable in accordance with their
      respective terms, except that clauses (i) (except insofar as it requires the
      preservation of corporate existence) and (iii) above shall not apply in any
      circumstance where noncompliance, together with all other noncompliances with
      this Section 9(a), will not have a materially adverse effect on Solomon and
      its
      Subsidiaries taken as a whole.

     

    (b) Use
      of
      Proceeds.
      Use the
      proceeds of the Loans solely to provide all or a portion of the purchase money
      to be used by an Acquisition Entity to acquire the assets or securities of
      another entity that are subject to a Security Agreement, provided
      that
      proceeds
      may be used with the consent of the Lender for closing and related costs and
      for
      post-closing working capital..

     

    (c) Information.
      Upon
      Lender’s request from time to time, promptly furnish to Lender such data,
      certificates, reports, statements (including financial statements of Solomon
      and
      its Subsidiaries), opinions of counsel, documents and other information
      regarding this Agreement, the Notes, the Security Agreements or the Loans and
      the business, assets, liabilities, financial condition, results of operations
      or
      business prospects of Solomon and its Subsidiaries as Lender may request, in
      each case in form and substance, certified and, in the case of financial
      statements for a fiscal year of Solomon, audited in a manner satisfactory to
      Lender.

     

    10. Events
      of Default; Remedies.
      If any
      of the following events (each, an “Event of Default”) shall be continuing for
      any reason whatsoever (whether voluntary or involuntary, arising or effected
      by
      operation of law or otherwise):

     

    (a) any
      payment of principal of or interest on a Loan shall not be paid when and as
      due
      (whether at maturity, by reason of notice of prepayment or acceleration or
      otherwise) and in accordance with the terms of this Agreement and the
      Note;

     

    (b) any
      Acquisition Entity shall default in the performance or observance of any term,
      covenant or agreement contained in a Note or Security Agreement, any
      representation or warranty contained therein shall at any time prove to have
      been incorrect or misleading in any material respect when made, or any provision
      of a Note or Security Agreement shall cease to be the legal, valid and binding
      obligation of an Acquisition Entity;

     

    (c)
       Solomon
      shall default in the performance or observance of any term, covenant or
      agreement contained herein or in any Guaranty, any representation or warranty
      contained herein or therein shall at any time prove to have been incorrect
      or
      misleading in any material respect when made, or any provision of this Agreement
      or any Guaranty shall cease to be the legal, valid and binding obligation of
      Solomon;

     

    (d) a
      default
      shall be continuing under any agreement, indenture,
      lease,
      license, instrument or other contractual restriction or any charter or bylaws
      (other than this Agreement) to which Solomon is a party or by which it or its
      properties may be bound, except a default that,


    
      
         

      

      
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    together
      with all other such defaults, has not had and will not have a materially adverse
      effect on Solomon and its Subsidiaries taken as a whole;

     

    (e) any
      change in the business, assets, liabilities, financial condition, results of
      operations or business prospects of Solomon or any of its Subsidiaries since
      the
      date hereof shall occur, or any event shall occur or fail to occur, that has
      had
      or might have, either alone or in conjunction with all other such changes,
      events and failures, a materially adverse effect on Solomon and its Subsidiaries
      taken as a whole; or

     

    (f) a
      case or
      proceeding shall be commenced and continue undismissed or unstayed for a period
      of 30 days against Solomon or any of its Subsidiaries, or Solomon or any of
      its
      Subsidiaries shall commence a voluntary case, in either case seeking relief
      under the Federal bankruptcy laws or any other law relating to bankruptcy,
      insolvency, reorganization, winding up or composition or adjustment of debts,
      in
      each case as now or hereafter in effect, or Solomon or any of its Subsidiaries
      shall apply for, consent to, or fail to contest, the appointment of a receiver,
      liquidator, custodian, trustee or the like of Solomon or any of its Subsidiaries
      for all or any part of its property, or Solomon or any of its Subsidiaries
      shall
      make a general assignment for the benefit of its creditors, or Solomon or any
      of
      its Subsidiaries shall fail, or admit in writing its inability, to pay, or
      generally not be paying, its debts as they become due;

     

    then
      (i)
      during the continuance of any Event of Default described in Sections 10(a)
      or
      (b), Lender may by written notice to the Acquisition Entity and to Solomon
      declare that the principal of and interest on such Loan be, and such Loan and
      such Note shall become, immediately due and payable to Lender, (ii) during
      the
      continuance of any Event of Default described in Sections 10(c), (d) or (e),
      Lender may by written notice to each Acquisition Entity and to Solomon declare
      that the principal of and interest on all Loans and all other amounts owing
      hereunder be, and all Loans and all Notes shall become, immediately due and
      payable to Lender, and (iii) during the continuance of any Event of Default
      specified in Section 10(f), the principal of and interest on all Loans and
      all
      Notes and all other amounts payable hereunder shall be due and payable to Lender
      automatically and without any notice to Solomon or any Acquisition Entity.
      During the continuance of any Event of Default hereunder, the Lender may
      terminate the Commitment.

     

    11. Notices
      and Deliveries.
      All
      notices, communications and material to be given or delivered hereunder or
      any
      Guaranty shall be in writing (which shall include facsimile transmissions or
      similar writings) and shall be given or delivered as set forth on the signature
      pages hereof or at such other address, telecopier or telephone number or as
      otherwise specified by notice to the applicable party. Each such notice,
      communication and delivery shall be effective (i) if by telecopier, when
      transmitted to the telecopier number specified herein and received at such
      number, (ii) if by telephone, when communicated to the individual or any member
      of the department specified herein, (iii) if by registered or certified mail,
      postage prepaid, return receipt requested, on the third Business Day after
      delivered to a United States post office and a receipt therefor is issued
      thereby or (iv) if by any other means, when delivered at the address specified
      herein.

     

    12. Assignments
      and Participations.
      (a)
      Solomon may not assign any of its rights or obligations under this Agreement
      or
      any Guaranty
      without the prior written consent of Lender. 


    
      
         

      

      
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    (b) Solomon
      shall not permit any Acquisition Entity to assign any of its obligations under
      a
      Note or Security Agreement without the prior written consent of
      Lender

     

    (c) Lender
      may from time to time assign, and sell or otherwise grant participations in,
      any
      or all of its rights and obligations under any Loan Document to one or more
      Persons without the consent of Solomon or any Acquisition Entity.

     

    13. Expenses;
      Indemnification.
      Whether
      or not the Acquisition Line of Credit Agreement or any Loans are made hereunder,
      Solomon shall:

     

    (a) Expenses.
      Pay or
      reimburse Lender for all costs and expenses (including but not limited to fees
      and disbursements of legal counsel) incurred by Lender in connection with,
      arising out of, or in any way related to, (i) the negotiation, preparation,
      execution and delivery of the Loan Documents and, whether or not executed,
      any
      waiver, amendment or consent hereunder or thereunder or hereto or thereto,
      (ii)
      the administration of and any operations under the Loan Documents, (iii) the
      consultation with respect to any matter in any way arising out of, related
      to,
      or connected with, the Loan Documents, including the protection, preservation,
      exercise or enforcement of any of its rights thereunder or the performance
      of
      any of its obligations thereunder, and (iv) the enforcement, exercise,
      preservation or protection by Lender of any of its rights under the Loan
      Documents. Solomon shall also pay or reimburse Lender for all transfer,
      documentary, stamp and similar taxes, and all recordings and filing fees and
      taxes, payable in connection with, arising out of, or in any way related to,
      the
      execution, delivery and performance of the Loan Documents.

     

    (b) Indemnification.
      Indemnify Lender, any of its affiliates or any of its directors, officers,
      employees or agents or such affiliate (each, an “Indemnified Person”) against
      any loss, claim, liability or expense (including but not limited to fees and
      disbursements of legal counsel) incurred by it in connection with, arising
      out
      of, or in any way related to, the execution and delivery of the Loan Documents
      or any of the transactions contemplated thereby, including but not limited
      to
      any such incurred in connection with any investigation, testimony or subpoena
      (governmental or otherwise) or litigation or proceeding (including the
      prosecution or defense thereof and whether asserted by Lender, Solomon, an
      Acquisition Entity or any other Person and whether Lender is a party thereto),
      unless and to the extent such loss, claim, liability or expense is determined
      by
      a judgment of a court that is binding on Lender and Solomon, final and not
      subject to review on appeal, to be the result of willful misconduct or knowing
      violations of law by Lender.

     

    14. Judicial
      Proceedings; WAIVER OF JURY TRIAL.
      Each of
      Solomon and Lender agree to submit to personal jurisdiction in any court of
      competent jurisdiction in the Commonwealth of Massachusetts located in Suffolk
      County or in the United States District Court for the Eastern District of
      Massachusetts and to irrevocably waive any objection it may now or hereafter
      have as to the venue of any proceeding brought in such court or that such court
      is an inconvenient forum. Solomon hereby waives personal service of process
      and
      consents that service of process upon it may be made, and deemed completed,
      in
      accordance with the provisions of Section 11. SOLOMON AND LENDER WAIVE TRIAL
      BY
      JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOANS, THIS
      AGREEMENT, ANY GUARANTY, ANY SECURITY AGREEMENT OR ANY NOTE OR


    
      
         

      

      
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    THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Solomon shall cause each
      Acquisition Entity to comply with this Section 14.

     

    15.
      LIMITATION
      OF LIABILITY.
      LENDER
      AND ANY INDEMNIFIED PERSON SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO, AND
      SOLOMON HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, AND AGREES TO CAUSE
      EACH ACQUISITION ENTITY TO WAIVE, RELEASE AND AGREE NOT TO SUE FOR, ANY SPECIAL,
      INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY SOLOMON OR ANY ACQUISITION ENTITY
      IN CONNECTION WITH ANY CLAIM (WHETHER CIVIL, CRIMINAL OR ADMINISTRATIVE, WHETHER
      SOUNDING IN TORT, CONTRACT OR OTHERWISE AND WHETHER ARISING OR ASSERTED BEFORE
      OR AFTER THE DATE HEREOF OR THE REPAYMENT DATE) IN ANY WAY ARISING OUT OF,
      RELATED TO, OR CONNECTED WITH, THE LOAN DOCUMENTS OR THE RELATIONSHIPS
      ESTABLISHED THEREUNDER.

     

    16. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      The
      Commonwealth of Massachusetts (without giving effect to its choice of law
      principles).

     

    17. Counterparts.
      This
      Agreement may be signed in two counterparts, each of which shall constitute
      an
      original but both of which when taken together shall constitute but one
      agreement.

     

    18. Definitions.
      For
      purposes of this Agreement:

     

    “Business
      Day”
shall
      mean any day which Lender is open to conduct commercial banking business in
      Boston, Massachusetts.

     

    “Financing
      Statement”
shall
      mean a financing statement filed in accordance with a Security Agreement by
      or
      on behalf of an Acquisition Entity as debtor under the Uniform Commercial Code.
      

     

    “Loan
      Documents”
shall
      mean this Agreement, each Guaranty, the Notes, the Security Agreements and
      the
      Financing Statements. 

     

    “Person”
      shall
      mean any individual, sole proprietorship, corporation, partnership, trust,
      unincorporated organization, mutual company, joint stock company, estate, union,
      employee organization or government or any agency or political subdivision
      thereof.

     

    “Security
      Agreement”
shall
      mean a security agreement by and between an Acquisition Entity and Lender
      pursuant to which an Acquisition Entity grants a senior lien to Lender on assets
      or securities acquired with the proceeds of a Loan.

     

     

    [Signature
      Page Follows]

     

    
      
        
           

        

        
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    IN
      WITNESS WHEREOF, Solomon and Lender have caused this Agreement to be duly
      executed by their duly authorized officers, all as of the day and year first
      above written.

     

    SOLOMON
      TECHNOLOGIES, INC.

     

     

    By:                                                                  

    Name:
      Gary G. Brandt

    Title:
      Chief Executive Officer

     

    Telecopier
      No.: 860-828-2004

    Telephone
      No.: 860-828-2060

     

     

    JMC
      VENTURE PARTNERS LLC

     

     

    By:                                                                

    Name:

    Title:

     

    Telecopier
      No.: __________________________

    Telephone
      No.:__________________________

    


     

    
      
         

      

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