AMENDMENT
        NO. 3

      TO

      ASSET
        PURCHASE AGREEMENT

      


      


      AMENDMENT
        NO. 3, DATED AUGUST 9, 2007 (“AMENDMENT
        NO. 3”),
        to
        the
        Asset Purchase Agreement (“Purchase
        Agreement”),
        dated
        June 1, 2007, as amended by that certain Amendment No. 1, dated July 9, 2007
        and
        as further amended by that certain Amendment No. 2, dated August 2, 2007,
        is
        entered into by and among Solomon
        Technologies, Inc.,
        a
        Delaware corporation (“Buyer”)
        by
        itself and through its wholly-owned subsidiary Del-Inc
        Acquisition LLC,
        a
        Delaware limited liability company (“Acquisition
        Sub”;
        together with Buyer, the “Buyers”),
        Deltron,
        Inc.,
        a
        Pennsylvania corporation (“Seller”),
        Corporacion
        Delinc S.A. de CV,
        a
        Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”),
        Aaron
        Anton,
        a
        resident of the Commonwealth of Pennsylvania (“Anton”),
        acting individually and as agent for the other shareholders listed in Part
        3.3
        of the Purchase Agreement (“Other
        Shareholders”;
        together with Anton, collectively, “Shareholders”).

      


      The
        parties to the Purchase Agreement have determined to extend the Closing Date
        and
        the date upon which the Purchase Agreement may be terminated.

      


      Capitalized
        terms not defined herein have the meanings assigned to those terms in the
        Purchase Agreement.

      


      NOW
        THEREFORE,
        for
        good and valuable consideration, the parties hereby agree as
        follows:

      


      1. Amendment.
        The
        Purchase Agreement is hereby amended as follows:

      


      A. Section
        2.6.
        The
“Closing Date” of August 6, 2007 is deleted and replaced with the date August
        14, 2007. 

      


      B. Section
        9.1.
        Reference to the date August 10, 2007 in Section 9.1 is hereby deleted and
        replaced with the date, August 16, 2007. 

      


      2. Affirmation.
        Except
        as expressly modified hereby, all terms and conditions of the Purchase Agreement
        and any ancillary documents attached as exhibits to the Purchase Agreement
        shall
        remain in full force and effect and are hereby ratified and confirmed by
        the
        parties signatory thereto. 

      


      3. Execution. This
        Amendment No. 3 may be executed in any number of counterparts, each of which
        when so executed and delivered, whether by hand, electronic mail or facsimile,
        shall be deemed to be an original and all of which counterparts, taken together,
        shall constitute but one and the same instrument.

      


      {Signature
        Page Follows}

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Amendment No. 3 as of the day and year first
        above written.

      

        
          	
                  Buyer:

                	 	
                  Seller:

                	 
	 	 	 	 	 	 
	
                  SOLOMON
                    TECHNOLOGIES, INC:

                	 	
                  DELTRON,
                    INC.:

                	 
	 	 	 	 	 	 
	   
	 	   
	 
	
                  By:

                	 	 	
                  By:
                    

                	
                  John
                    Zampetti 

                	 
	
                  Its:

                	 	 	
                  Its:
                    

                	
                  Vice
                    President 

                	 
	 	 	 	 	 	 
	
                  Acquisition
                    Sub:

                	 	
                  Subsidiary:

                	 
	 	 	 	 	 	 
	
                  DEL-INC
                    ACQUISITION LLC:

                	 	
                  CORPORACION
                    DELINC S.A. DE CV:

                	 
	 	 	 	 	 	 
	
                  By:
                    

                	
                  Solomon
                    Technologies, Inc.,

                	 	 	 	 
	
                   

                	
                  Its
                    Sole Member

                	 	 	 	 
	 	 	 	 	 	 
	   
	 	  
	 
	
                  By:

                	 	 	
                  By:
                    

                	
                  John
                    Zampetti

                	 
	
                  Its:

                	 	 	
                  Its:
                    

                	
                  Sole
                    Administrator

                	 


        

      

       

      

        
          	
                  Shareholders:

                	 
	 	 	 	 
	 	 	 	 
	
                  By:

                	
                  Aaron
                    Anton, individually and as agent on 

                	 
	 	
                  behalf
                    of the Other Shareholders

                	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                  By:
                    

                	
                  Leslie
                    Clifton, as duly appointed Co-Executor of
                    Anton’s Estate

                	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                  By:
                    

                	
                  Aimee
                    Howley, as duly appointed Co-Executor of
                    Anton’s Estate by Samuel E. Dennis, under Proxy dated August 10,
                    2007

                	 
	 	 	 	 
	 	 	  	 
	 	    
	 
	 	
                  By:
                    

                	
                  Samuel
                    E. Dennis, as duly appointed Co-Executor of
                    Anton’s Estate

                	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    
      AMENDMENT
        NO. 4

      TO

      ASSET
        PURCHASE AGREEMENT

      


      


      AMENDMENT
        NO. 3, DATED AUGUST 9, 2007 (“AMENDMENT
        NO. 4”),
        to
        the
        Asset Purchase Agreement (“Purchase
        Agreement”),
        dated
        June 1, 2007, as amended by that certain Amendment No. 1, dated July 9, 2007
        and
        as further amended by that certain Amendment No. 2, dated August 2, 2007
        and as
        further amended by that certain Amendment No. 3, dated August 9, 2007, is
        entered into by and among Solomon
        Technologies, Inc.,
        a
        Delaware corporation (“Buyer”)
        by
        itself and through its wholly-owned subsidiary Del-Inc
        Acquisition LLC,
        a
        Delaware limited liability company (“Acquisition
        Sub”;
        together with Buyer, the “Buyers”),
        Deltron,
        Inc.,
        a
        Pennsylvania corporation (“Seller”),
        Corporacion
        Delinc S.A. de CV,
        a
        Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”),
        Aaron
        Anton,
        a
        resident of the Commonwealth of Pennsylvania (“Anton”),
        acting individually and as agent for the other shareholders listed in Part
        3.3
        of the Purchase Agreement (“Other
        Shareholders”;
        together with Anton, collectively, “Shareholders”).

      


      The
        parties to the Purchase Agreement have determined to extend the Closing Date
        and
        the date upon which the Purchase Agreement may be terminated.

      


      Capitalized
        terms not defined herein have the meanings assigned to those terms in the
        Purchase Agreement.

      


      NOW
        THEREFORE,
        for
        good and valuable consideration, the parties hereby agree as
        follows:

      


      1. Amendment.
        The
        Purchase Agreement is hereby amended as follows:

      


      A. Section
        2.6.
        The
“Closing Date” of August 14, 2007 is deleted and replaced with the date August
        21, 2007. 

      


      B. Section
        9.1.
        Reference to the date August 16, 2007 in Section 9.1 is hereby deleted and
        replaced with the date, August 24, 2007. 

      


      2. Affirmation.
        Except
        as expressly modified hereby, all terms and conditions of the Purchase Agreement
        and any ancillary documents attached as exhibits to the Purchase Agreement
        shall
        remain in full force and effect and are hereby ratified and confirmed by
        the
        parties signatory thereto. 

      


      3. Execution. This
        Amendment No. 3 may be executed in any number of counterparts, each of which
        when so executed and delivered, whether by hand, electronic mail or facsimile,
        shall be deemed to be an original and all of which counterparts, taken together,
        shall constitute but one and the same instrument.

      


      


      {Signature
        Page Follows}

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Amendment No. 3 as of the day and year first
        above written.

      
        

          
            	
                    Buyer:

                  	 	
                    Seller:

                  	 
	 	 	 	 	 	 
	
                    SOLOMON
                      TECHNOLOGIES, INC:

                  	 	
                    DELTRON,
                      INC.:

                  	 
	 	 	 	 	 	 
	   
	 	   
	 
	
                    By:

                  	 	 	
                    By:
                      

                  	
                    John
                      Zampetti 

                  	 
	
                    Its:

                  	 	 	
                    Its:
                      

                  	
                    Vice
                      President 

                  	 
	 	 	 	 	 	 
	
                    Acquisition
                      Sub:

                  	 	
                    Subsidiary:

                  	 
	 	 	 	 	 	 
	
                    DEL-INC
                      ACQUISITION LLC:

                  	 	
                    CORPORACION
                      DELINC S.A. DE CV:

                  	 
	 	 	 	 	 	 
	
                    By:
                      

                  	
                    Solomon
                      Technologies, Inc.,

                  	 	 	 	 
	
                     

                  	
                    Its
                      Sole Member

                  	 	 	 	 
	 	 	 	 	 	 
	   
	 	  
	 
	
                    By:

                  	 	 	
                    By:
                      

                  	
                    John
                      Zampetti

                  	 
	
                    Its:

                  	 	 	
                    Its:
                      

                  	
                    Sole
                      Administrator

                  	 


          

        

         

         

        
          
            	
                    Shareholders:

                  	 
	 	 	 	 
	 	 	 	 
	
                    By:

                  	
                    Aaron
                      Anton, individually and as agent on 

                  	 
	 	
                    behalf
                      of the Other Shareholders

                  	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                    By:
                      

                  	
                    Leslie
                      Clifton, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                    By:
                      

                  	
                    Aimee
                      Howley, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 
	 	 	 	 
	 	 	  	 
	 	    
	 
	 	
                    By:
                      

                  	
                    Samuel
                      E. Dennis, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      AMENDMENT
        NO. 5

      TO

      ASSET
        PURCHASE AGREEMENT

      


      


      AMENDMENT
        NO. 5, DATED AUGUST 24, 2007 (“AMENDMENT
        NO. 5”),
        to
        the
        Asset Purchase Agreement (“Purchase
        Agreement”),
        dated
        June 1, 2007, as amended by that certain Amendment No. 1, dated July 9, 2007
        and
        as further amended by that certain Amendment No. 2, dated August 2, 2007
        and as
        further amended by that certain Amendment No. 3, dated August 9, 2007, and
        as
        further amended by that certain Amendment No. 4, dated August 9, 2007, is
        entered into by and among Solomon
        Technologies, Inc.,
        a
        Delaware corporation (“Buyer”)
        by
        itself and through its wholly-owned subsidiary Del-Inc
        Acquisition LLC,
        a
        Delaware limited liability company (“Acquisition
        Sub”;
        together with Buyer, the “Buyers”),
        Deltron,
        Inc.,
        a
        Pennsylvania corporation (“Seller”),
        Corporacion
        Delinc S.A. de CV,
        a
        Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”),
        Aaron
        Anton,
        a
        resident of the Commonwealth of Pennsylvania (“Anton”),
        acting individually and as agent for the other shareholders listed in Part
        3.3
        of the Purchase Agreement (“Other
        Shareholders”;
        together with Anton, collectively, “Shareholders”).

      


      The
        parties to the Purchase Agreement have determined to extend the Closing Date
        and
        the date upon which the Purchase Agreement may be terminated.

      


      Capitalized
        terms not defined herein have the meanings assigned to those terms in the
        Purchase Agreement.

      


      NOW
        THEREFORE,
        for
        good and valuable consideration, the parties hereby agree as
        follows:

      


      1. Amendment.
        The
        Purchase Agreement is hereby amended as follows:

      


      A. Section
        2.6.
        The
“Closing Date” of August 21, 2007 is deleted and replaced with the date August
        31, 2007. 

      


      B. Section
        9.1.
        Reference to the date August 24, 2007 in Section 9.1 is hereby deleted and
        replaced with the date, August 31, 2007. 

      


      2. Affirmation.
        Except
        as expressly modified hereby, all terms and conditions of the Purchase Agreement
        and any ancillary documents attached as exhibits to the Purchase Agreement
        shall
        remain in full force and effect and are hereby ratified and confirmed by
        the
        parties signatory thereto. 

      


      3. Execution. This
        Amendment No. 5 may be executed in any number of counterparts, each of which
        when so executed and delivered, whether by hand, electronic mail or facsimile,
        shall be deemed to be an original and all of which counterparts, taken together,
        shall constitute but one and the same instrument.

      


      


      {Signature
        Page Follows}\

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Amendment No. 5 as of the day and year first
        above written.

       

      
        
          	
                  Buyer:

                	 	
                  Seller:

                	 
	 	 	 	 	 	 
	
                  SOLOMON
                    TECHNOLOGIES, INC:

                	 	
                  DELTRON,
                    INC.:

                	 
	 	 	 	 	 	 
	   
	 	   
	 
	
                  By:

                	 	 	
                  By:
                    

                	
                  John
                    Zampetti 

                	 
	
                  Its:

                	 	 	
                  Its:
                    

                	
                  Vice
                    President 

                	 
	 	 	 	 	 	 
	
                  Acquisition
                    Sub:

                	 	
                  Subsidiary:

                	 
	 	 	 	 	 	 
	
                  DEL-INC
                    ACQUISITION LLC:

                	 	
                  CORPORACION
                    DELINC S.A. DE CV:

                	 
	 	 	 	 	 	 
	
                  By:
                    

                	
                  Solomon
                    Technologies, Inc.,

                	 	 	 	 
	
                   

                	
                  Its
                    Sole Member

                	 	 	 	 
	 	 	 	 	 	 
	   
	 	  
	 
	
                  By:

                	 	 	
                  By:
                    

                	
                  John
                    Zampetti

                	 
	
                  Its:

                	 	 	
                  Its:
                    

                	
                  Sole
                    Administrator

                	 


        

         

         

        
          
            	
                    Shareholders:

                  	 
	 	 	 	 
	 	 	 	 
	
                    By:

                  	
                    Aaron
                      Anton, individually and as agent on 

                  	 
	 	
                    behalf
                      of the Other Shareholders

                  	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                    By:
                      

                  	
                    Leslie
                      Clifton, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                    By:
                      

                  	
                    Aimee
                      Howley, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 
	 	 	 	 
	 	 	  	 
	 	    
	 
	 	
                    By:
                      

                  	
                    Samuel
                      E. Dennis, as duly appointed Co-Executor of
                      Anton’s Estate

                  	 


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        Execution
          Copy

        


        AMENDMENT
          NO. 6

        TO

        ASSET
          PURCHASE AGREEMENT

        


        


        Amendment No.
          6, dated August __, 2007 (“AMENDMENT
          NO. 6”),
          to the
          Asset Purchase Agreement (“Purchase
          Agreement”),
          dated
          June 1, 2007, as amended by that certain Amendment No. 1, dated July 9,
          2007, as
          further amended by that certain Amendment No. 2, dated August 2, 2007,
          as
          further amended by that certain Amendment No. 3, dated August 9, 2007,
          as
          further amended by that certain Amendment No. 4, dated August 16, 2007
          and as
          further amended by that certain Amendment No. 5, dated August 24, 2007,
          is by
          and among Solomon
          Technologies, Inc.,
          a
          Delaware corporation (“Buyer”),
          by
          itself and through its wholly-owned subsidiary Del-Inc
          Acquisition LLC,
          a
          Delaware limited liability company (“Acquisition
          Sub”;
          together with Buyer, the “Buyers”),
          Deltron, Inc., a Pennsylvania corporation (“Seller”),
          Corporación
          Delinc, S.A. de C.V.,
          a
          Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”),
          Aaron
          Anton,
          a
          resident of the Commonwealth of Pennsylvania (“Anton”),
          acting individually and as agent for the other shareholders listed in Part
          3.3
          of the Purchase Agreement (“Other
          Shareholders”;
          together with Anton, collectively, “Shareholders”).

        


        The
          parties to the Purchase Agreement have determined to amend the Purchase
          Agreement as set forth below.

        


        Capitalized
          terms not defined herein have the meanings assigned those terms in the
          Purchase
          Agreement.

        


        NOW
          THEREFORE,
          for
          good and valuable consideration, the parties hereby agree as
          follows:

        


        1. Amendment.
          The
          Purchase Agreement is hereby amended as follows:

        


        A. The
          parties acknowledge and agree that the correct name of Subsidiary is:
          Corporación Delinc, S.A. de C.V. 

        


           B. Section
          2.3(a) Purchase Price for Seller’s Assets and Subsidiary Stock.
Section
          2.3(a) is hereby deleted in its entirety and replaced with the
          following:

        


        
          	 	
                  “(a)

                	
                  Purchase
                    Price for Seller’s Assets and Subsidiary Stock. The
                    consideration for the Assets and the Subsidiary Stock (the “Purchase
                    Price”)
                    will be: (i) One Million Five Hundred Eight Thousand Dollars
                    ($1,508,000)
                    for Seller’s Assets (excluding the Subsidiary Stock), (ii) plus
                    Six Hundred Thousand Dollars ($600,000) for the Subsidiary Stock,
                    (iii)
                    plus
                    the Earn-Out Payment, if any, and (iv) the assumption of the
                    Assumed
                    Liabilities.”

                


        

        


        C. Section
          2.3(b) Adjustment to Purchase Price.
          Section
          2.3(b) is hereby deleted in its entirety.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        D. Section
          2.3(c) Payment of Purchase Price. Section
          2.3(c)(i) is hereby deleted in its entirety and replaced with the
          following:

        


        
          	 	
                  “(i)

                	
                  delivery
                    by Acquisition Sub of One Million One Hundred Eight Thousand
                    Dollars
                    ($1,108,000) (the “Cash
                    Payment”)
                    paid to Seller by wire transfer of immediately available
                    funds;”

                


        

        


        E. Section
          2.3(d) Payment of Adjustment Amount. Section
          2.3(d) is hereby deleted in its entirety. 

        


        F. Section
          2.4(a) Assumed Liabilities. Section
          2.4(a) is deleted in its entirety and replaced with the following:

        


        
          	 	
                  “2.4(a)

                	
                  Assumed
                    Liabilities. On
                    the Closing Date, Acquisition Sub shall assume and agree to discharge
                    only
                    the following Liabilities of Seller (collectively, the “Assumed
                    Liabilities”):

                


        

        


        
          	 	
                  (i)

                	
                  the
                    trade accounts payable of Seller listed on Part 2.4(a)(i), as
                    amended;

                


        

        


        
          	 	
                  (ii)

                	
                  the
                    accrued Commissions set forth on Annex 3.4(b)-1 (if and to the
                    extent they
                    become payable in accordance with Seller’s applicable Seller Contracts
                    assigned to Acquisition Sub); and

                


        

        


        
          	 	
                  (iii)

                	
                  Seller’s
                    accrued warranty obligations to certain customers having a cost
                    of
                    approximately $24,000.”

                


        

        


        G. Section
          2.5. Allocation.
          The
          phrase “On or before the Closing” appearing in the first sentence of Section 2.5
          is deleted and replaced with the phrase “Within ninety (90) days after the
          Closing Date”; also, the reference to forty-five (45) days in the third sentence
          of Section 2.5 is deleted and replaced with a reference to ninety (90)
          days.

        


        H. Section
          2.7(a)(v) and 2.7(b)(iii) Delivery of Consulting Agreement.
          Section
          2.7(a)(v) and 2.7(b)(iii) are each deleted in their entirety and all references
          to the Consulting Agreement and any obligations of the parties to enter
          into the
          Consulting Agreement are hereby deleted and null and void ab
          initio.
          

        


        I. Section
          2.7(a)(xv) Delivery of Subsidiary Stock. Section
          2.7(a)(xv) is hereby deleted in its entirety and replaced with the
          following:

        


        
          	 	
                  “(xv)

                	
                  certificates
                    representing the shares of: (A) Anton’s Subsidiary Stock, duly endorsed
                    (or accompanied by duly executed stock powers) for transfer to
                    Buyer; and
                    (B) Seller’s Subsidiary Stock, duly endorsed (or accompanied by duly
                    executed stock powers) for transfer to Acquisition
                    Sub;”

                


        

        


        J. Section
          2.7(a)(xxiii) Delivery of Earn-Out Agreement. Section
          2.7(a)(xxiii) is hereby renumbered “(xxiv)” and the following is hereby inserted
          as new Section 2.7(a)(xxiii):

         

        
          	 	
                  “(xxiii)

                	
                  an
                    Earn-Out Agreement on terms mutually acceptable to Buyers and
                    Seller;
                    and”

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        K. Section
          2.7(b)(xiv) Delivery of Earn-Out Agreement. Section
          2.7(b)(xiv) is hereby renumbered “(xv)” and the following is hereby inserted as
          new Section 2.7(b)(xiv):

        


        
          	 	
                  “(xiv)

                	
                  an
                    Earn-Out Agreement on terms mutually acceptable to Buyers and
                    Seller;
                    and”

                


        

        


        L. Section
          3.3(b). Capitalization.
          The
          first
          sentence of Section 3.3(b) is deleted in its entirety and replaced with
          the
          following: 

        


        “As
          of
          the date of this Agreement, an aggregate of one thousand (1,000) shares
          of
          common stock, no par value, of Subsidiary are issued and outstanding, all
          of
          which are owned by Seller and Anton as listed on Part 3.3(b).” 

        


        M.
           Section
          10.1(b). Employees.
          Notwithstanding
          the terms of Section 10.1(b) of the Purchase Agreement, the parties agree
          that
          Seller may engage the following Active Employees for the following purposes:
          

        


        
          	 	
                  (i) 
                    

                	
                  Lynda
                    Newsome in connection with the preparation of tax forms and payroll
                    processing until the completion of the current tax year and the
                    filing of
                    tax forms related thereto; 

                


        

        


        
          	 	
                  (ii)

                	
                  John
                    Zampetti in connection with the winding up the business and affairs
                    of
                    Seller; and 

                


        

        


        
          	 	
                  (iii)

                	
                  Aaron
                    Dean and Virginia Pugilese for any purpose whatsoever.
                    

                


        

        


        N. Section
          10.14. Subsidiary Loan Payable. Section
          10.14 is deleted in its entirety and replaced with the following:

        


        “10.14
          Subsidiary Loan Payable.
          Seller’s Balance Sheet states that Subsidiary is indebted to Seller in the
          amount of $2,424,457.00 (the “Subsidiary
          Loan Payable”).
          Seller and Subsidiary represent and warrant to Buyers that the Subsidiary
          Loan
          Payable resulted from net intercompany bookkeeping entries reflecting:
          (i) the
          advance of funds for operational purposes from Seller to Subsidiary, and
          (ii)
          the cost of goods and services charged by Subsidiary to Seller. Seller
          and
          Subsidiary further represent and warrant to Buyers that these intercompany
          bookkeeping entries were not used for U.S. federal or state or Mexican
          income
          tax purposes and, that, in fact, because the laws and regulations governing
          maquiladora
          companies such as Subsidiary require that those companies earn a certain
          profit
          for tax purposes, Subsidiary is not indebted to Seller. As of the Closing
          Date,
          Subsidiary and Seller represent and warrant that they have made appropriate
          adjustments to their bookkeeping records and financial statements to eliminate
          the Subsidiary Loan Payable and to bring their internal bookkeeping records
          and
          financial statements into alignment with their income tax bookkeeping records.
          Seller and Subsidiary acknowledge and agree that Subsidiary shall have
          no
          liability for the Subsidiary Loan Payable. Seller and Subsidiary represent
          and
          warrant to Buyers and agree with Buyers that such adjustments to their
          bookkeeping records, and such elimination of the Subsidiary Loan Payable,
          will
          not result in any tax liabilities with respect to the satisfaction of such
          debt
          or otherwise. As evidence of satisfaction of the Subsidiary Loan Payable,
          Seller
          and Subsidiary have delivered to Buyers the July 2007 Balance Sheet (defined
          below) and the Accountant Letter (defined below).”

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        O. Section
          11.1. Survival. Section
          11.1 is hereby deleted in its entirety and replaced with the
          following:

        


        11.1 Survival. All
          representations, warranties, covenants and obligations contained in this
          Agreement, the Disclosure Letter, the supplements to the Disclosure Letter,
          the
          certificates delivered pursuant to Section 2.7 and any other certificate
          or
          document delivered pursuant to this Agreement shall survive the Closing
          and the
          consummation of the Contemplated Transactions for a period of one (1) year
          after
          the Closing Date; provided,
          however,
          that
          neither the representations and warranties of Seller, Subsidiary and Anton
          set
          forth in Sections 3.4, 3.5, 3.6, 3.10(b), 3.11 and 3.12 nor any equivalent
          representations or warranties contained in the certificates delivered pursuant
          to Section 2.7 or any other certificate or document delivered pursuant
          to this
          Agreement (“Financial
          Representations”)
          shall
          survive the Closing; and provided,
          further,
          that
          neither the representations and warranties of Seller, Subsidiary and Anton
          set
          forth in Sections 3.13, 3.15 and 3.19 nor any equivalent representations or
          warranties contained in the certificates delivered pursuant to Section
          2.7 or
          any other certificate or document delivered pursuant to this Agreement
          (“Other
          Representations”) shall
          survive the Closing to the extent that they relate to the financial condition
          of
          Seller and/or Subsidiary and/or the quality and/or condition of any or
          all of
          the Assets; however, to the extent that the Other Representations may not
          relate
          to the financial condition of Seller and/or Subsidiary and/or the quality
          and/or
          condition of any or all of the Assets or may relate to other matters of
          Seller
          or Subsidiary and otherwise constitute a breach of the Other Representations,
          then they shall survive for one (1) year following the Closing Date).


        


        By
          way of
          explanation and not in limitation of the foregoing, the parties agree that,
          if
          any event or circumstance would have been a breach or violation of any
          of the
          Financial Representations, such event or circumstance shall not be a violation
          of the Other Representations, unless such event or circumstance would otherwise
          violate the Other Representations or any other representations, warranties
          or
          covenants in the Agreement. 

        


        The
          right
          to indemnification, reimbursement or other remedy based upon any such
          representations, warranties, covenants and obligations that survive the
          Closing
          shall not be affected by any investigation (including any environmental
          investigation or assessment) conducted with respect to, or any Knowledge
          acquired (or capable of being acquired) at any time, whether before or
          after the
          execution and delivery of this Agreement or the Closing Date, with respect
          to
          the accuracy or inaccuracy of or compliance with any such representation,
          warranty, covenant or obligation. The waiver of any condition based upon
          the
          accuracy of any representation or warranty, or on the performance of or
          compliance with any covenant or obligation, will not affect the right to
          indemnification, reimbursement or other remedy based upon such representations,
          warranties, covenants and obligations.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        P. Section
          11.2. Indemnification
          and Reimbursement by Seller and Anton.  Section
          11.2 is amended by adding the following as a new subsection (k) therein:


        


        
          	 	
                  “(k)
                    

                	
                  any
                    challenge to the enforceability of the Purchase Agreement relating
                    to the
                    execution thereof by Anton.” 

                


        

        


        Q. Section
          12.3. Notices.  The
          address for Seller and the Shareholders set forth in Section 12.3 is deleted
          and
          replaced with the following: 

        


        Anton

          Holding Corp.

        147
          Gleneagles Drive

        Blue
          Bell, PA 19422

        Attention:
          John Zampetti, Vice President

        


           R. Shareholder
          Signatures.
          The
          parties acknowledge that the identities of the Shareholders as they appear
          in
          the signature lines of the Purchase Agreement were, in part, incorrect,
          and that
          the correct identities of the Shareholders are as set forth in Part 3.3
          of the
          Disclosure Schedules, as amended hereby. The parties hereby ratify and
          confirm
          the execution of the Purchase Agreement as if the correct identities of
          the
          Shareholders had been set forth thereon and the Purchase Agreement had
          been
          correctly signed by such Shareholders. 

        


           S.
           Exhibit
          2.7(a)(xiii).
          The
          Lease attached as Exhibit 2.7(a)(xiii) is hereby deleted in its entirety
          and
          replaced with the Lease attached hereto as Exhibit
          A.

        


        T. Annex
          1.1 Definitions. Annex
          1.1
          is hereby amended by adding the following definitions:

        


        
          	 	
                  i.

                	
                  “Accountant
                    Letter” - as defined in Part
                    3.4(a).

                


        

        


        
          	 	
                  ii.

                	
                  “Earn-Out
                    Agreement”
                    -
                    that certain Earn-Out Agreement dated the Closing Date by and
                    between
                    Seller, Buyer and Acquisition Sub.

                


        

        


        
          	
                	iii.	
                  “Earn-Out
                    Payment” - as defined in the Earn-Out
                    Agreement.

                


        

        


        
          	
                	iv.	
                  “July
                    2007 Balance Sheet” - as defined in Part
                    3.4(a).

                


        

           

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        U. Disclosure
          Schedules.
          The
          Disclosure Schedules to the Purchase Agreement are hereby amended as
          follows:

         

        
          	 	
                  i.

                	
                  Part
                    2.4(a)(i). Accounts Payable.
                    The Accounts Payable attached as Annex 2.4(a)(i)-1 is hereby
                    deleted in
                    its entirety and replaced with the Accounts Payable spreadsheets,
                    as of
                    the Closing Date, attached hereto as Exhibit
                    B-1,
                    the Unvouchered Receipts Report spreadsheet, as of the Closing
                    Date,
                    attached hereto as Exhibit
                    B-2,
                    and the OPEN Purchase Order by Vendor Number Report spreadsheet,
                    as of the
                    Closing Date, attached hereto as Exhibit
                    B-3.

                


        

        


        
          	 	
                  ii.

                	
                  Part
                    3.3.
                    Shareholders.
                    The
                    List of Shareholders attached as Part 3.3 is hereby deleted in
                    its
                    entirety and replaced with the List of Shareholders attached
                    hereto as
                    Exhibit
                    C.

                


        

        


        
          	 	
                  iii.

                	
                  Part
                    3.4(a) Financial Statements. Part
                    3.4(a) is amended by adding the following financial statements
                    to such
                    Part and thereby including them in the definition of “Financial
                    Statements”:

                


        

        


        
          	 	
                  “1A.

                	
                  Consolidated
                    Balance Sheet, Consolidated Statement of Cash Flows, and Consolidated
                    Statements of Income, each dated as of July 31, 2007 (collectively,
                    the
                    “July 2007 Balance Sheet”).

                


        

        


        
          	 	
                  11.

                	
                  Letter
                    dated August 1, 2007 addressed to Buyer’s Mexico Counsel, Licenciado
                    Sergio Yarritu, and signed by Subsidiary and Subsidiary’s outside
                    accountants and attaching a balance sheet of Subsidiary dated
                    July 31,
                    2007 (the “Accountant Letter”)”.

                


        

        


        
          	 	
                  iv.

                	
                  Annex
                    3.4(b). Commissions. The
                    Commissions listed on Annex 3.4(b)-1 are hereby deleted in their
                    entirety
                    and replaced with the Commissions report spreadsheet, as of the
                    Closing
                    Date, attached hereto as Exhibit
                    D.

                


        

        


        
          	
                	vi.	
                  Part
                    3.11. Accounts Receivable.  The
                    Accounts Receivable, including OPEN Purchase Order by Vendor
                    Number Report
                    attached as Annex 3.11-1 is hereby deleted in its entirety and
                    replaced
                    with the Accounts Receivable Report spreadsheet, as of the Closing
                    Date,
                    attached hereto as Exhibit
                    E-1,
                    and the Backlog Report of Open Orders by Customer spreadsheet,
                    as of the
                    Closing Date, attached hereto as Exhibit
                    E-2.

                


        

        


        
          	 	
                  vii.

                	
                  Part
                    3.13 No Undisclosed Liabilities.
                    Part 3.13 is hereby deleted in its entirety and replaced with
                    the Part
                    3.13 attached hereto as Exhibit
                    F.

                


        

        


        
          	 	
                  viii.

                	
                  Part
                    3.15 No Material Adverse Change. Part
                    3.15 is hereby deleted in its entirety and replaced with the
                    Part 3.15
                    attached hereto as Exhibit
                    G.

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ix.

                	
                  Part
                    3.17(c). Certifications.
                    The date reference to March 31, 2007 in each of subparagraphs
                    1 and 2 of
                    Part 3.17(c) is hereby deleted and replaced with “as of the Closing Date”.
                    

                


        

        


        
          	 	
                  x.

                	
                  Part
                    3.19 Absence of Certain Changes and Events. Part
                    3.19 is hereby deleted in its entirety and replaced with the
                    Part 3.19
                    attached hereto as Exhibit
                    H.

                


        

        
          	 	 	 


        

        


        
          	
                	xi.	
                  Part
                    3.20. Contracts. Part
                    3.20(a) of the Disclosure Letter is amended as
                    follows:

                


        

        


        
          	
                	(1).	
                  The
                    following additional contracts are added to Part 3.20(a):
                    

                


        

        


        
          	
                  †
                    

                	
                  83.

                	
                  Order,
                    dated as of June 26, 2007, issued by Glovia International to
                    Seller,
                    accepted by Seller as of June 27, 2007, together with the accompanying
                    Purchase Order, dated June 28, 2007, issued by Seller to Glovia
                    International, LLC. 

                
	
                   

                	
                   

                	 
	
                  †
                    

                	
                  84.

                	
                  Order,
                    dated as of June 27, 2007, issued by Glovia Services, Inc. to
                    Seller,
                    accepted by Seller as of June 28, 2007. 

                
	 	
                   

                	 
	 	
                  85

                	
                  Contract
                    for Power Division Sales Representation, unsigned, by and between
                    Seller
                    and M-Rep, Inc., relating to the sale of Seller’s products in Arkansas,
                    Louisiana, Oklahoma and Texas. 

                


        

        


        
          	 	
                  (2).

                	
                  The
                    Contract listed as No. 10 (Contract for Power Division Sales
                    Representation, dated July 15, 2004, by and between Seller and
                    Tesco Inc.)
                    is deleted. 

                


        

        


        
          	 	
                  (3).
                    

                	
                  The
                    † in the left margin of the Contracts listed as Nos. 41 (Mutual
                    Non-Disclosure Agreement, dated March 25, 2004, by and between
                    Seller and
                    Nuera Communications, Inc.), 67 (MDIS Chess Concurrent Device
                    Software
                    License Agreement, dated June 6, 1997, and various agreements
                    relating
                    thereto, by and between Seller and McDonnell Information Systems,
                    Incorporated (MDIS)) and 68 of Part 3.20(a) (Terms and
                    Conditions/Universal Sales & License Agreement, undated, by and
                    between Seller and CTR Payroll Services, Inc., relating to the
                    acquisition
                    of payroll and human resources software) are deleted.
                    

                


        

        


        
          	 	
                  (4).

                	
                  The
                    open purchase orders listed on Annex 3.20(a)-79 are hereby deleted
                    in
                    their entirety and replaced with the open purchase orders, as
                    of the
                    Closing Date, listed on the attached Exhibit
                    I.

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        2. Affirmation.
          Except
          as expressly modified hereby, all terms and conditions of the Purchase
          Agreement
          and any ancillary documents attached as exhibits to the Purchase Agreement
          shall
          remain in full force and effect and are hereby ratified and confirmed by
          the
          parties signatory thereto. 

        


        3. Execution.
          This
          Amendment No. 4 may be executed in any number of counterparts, each of
          which
          when so executed and delivered, whether by hand, electronic mail or facsimile,
          shall be deemed to be an original and all of which counterparts, taken
          together,
          shall constitute but one and the same instrument.

        


        


        {Signature
          Page Follows}

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF,
          the
          undersigned has executed this Amendment No. 6 on the day and year first
          above
          written.

         

        
          
            
              	
                      Buyer:

                    	 	
                      Seller:

                    	 
	 	 	 	 	 	 
	
                      SOLOMON
                        TECHNOLOGIES, INC:

                    	 	
                      DELTRON,
                        INC.:

                    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	   
	 	   
	 
	
                      By:

                    	Gary
                      Brandt	 	
                      By:
                        

                    	
                      John
                        Zampetti

                    	 
	
                      Its:

                    	Chief
                      Executive
                      Officer	 	
                      Its:
                        

                    	
                      Vice
                        President 

                    	 
	 	 	 	 	 	 
	
                      Acquisition
                        Sub:

                    	 	
                      Subsidiary:

                    	 
	 	 	 	 	 	 
	
                      DEL-INC
                        ACQUISITION LLC:

                    	 	
                      CORPORACION
                        DELINC S.A. DE C.V.:

                    	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	   
	 	  
	 
	
                      By:

                    	Gary
                      Brandt	 	
                      By:
                        

                    	
                      John
                        Zampetti

                    	 
	
                      Its:

                    	President
&
                      Secretary	 	
                      Its:
                        

                    	
                      Sole
                        Administrator

                    	 


            

             

            
              
                	
                        Shareholders:

                      	 
	 	 	 	 
	 	 	 	 
	
                        By:

                      	
                        Aaron
                          Anton, individually and as agent on 

                      	 
	 	
                        behalf
                          of the Other Shareholders

                      	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                        By:
                          

                      	
                        Leslie
                          Clifton, as duly appointed Co-Executor of
                          Anton’s Estate

                      	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                        By:
                          

                      	
                        Aimee
                          Howley, as duly appointed Co-Executor of
                          Anton’s Estate

                      	 
	 	 	 	 
	 	 	  	 
	 	    
	 
	 	
                        By:
                          

                      	
                        Samuel
                          E. Dennis, as duly appointed Co-Executor of
                          Anton’s Estate

                      	 


              

            

          

        

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          C

        


        PART
          3.3

        


        List
          of Shareholders

        


        


        (a)
           The
          following is a list of all of the shareholders of Seller: 

        


        
          	
                  Shareholder

                	
                  Shares
                    Owned

                	
                  %
                    Owned

                
	 	 	 
	
                  Aaron
                    Anton 

                	
                  607,860
                    

                	
                  54.9%
                    

                
	 	 	 
	
                  Leslie
                    Anton Clifton 

                	
                  171,635
                    

                	
                  15.4%
                    

                
	 	 	 
	
                  Leslie
                    Anton Clifton, as Custodian for Glenna Clifton 

                	
                  5,600
                    

                	
                  0.5%
                    

                
	 	 	 
	
                  Leslie
                    Anton Clifton, as Custodian for James Clifton 

                	
                  8,600
                    

                	
                  0.8%
                    

                
	 	 	 
	
                  Leslie
                    Clifton, Trustee for Glenna Clifton U/D/T dated 5/30/91 

                	
                  23,374
                    

                	
                  2.1%
                    

                
	 	 	 
	
                  Leslie
                    Clifton, Trustee for Glenna Clifton U/D/T dated 5/30/91 

                	
                  23,374
                    

                	
                  2.1%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley 

                	
                  163,035
                    

                	
                  14.7%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, as Custodian for Caitlin Howley 

                	
                  8,600
                    

                	
                  0.8%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, as Custodian for Eben Howley 

                	
                  8,600
                    

                	
                  0.8%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, as Custodian for Marged Howley 

                	
                  8,600
                    

                	
                  0.8%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, Trustee for Caitlin Howley U/D/T dated 5/30/91
                    

                	
                  23,374
                    

                	
                  2.1%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, Trustee for Eben Howley U/D/T dated 5/30/91 

                	
                  23,374
                    

                	
                  2.1%
                    

                
	 	 	 
	
                  Aimee
                    Anton Howley, Trustee for Marged Howley U/D/T dated 5/30/91
                    

                	
                  23,374
                    

                	
                  2.1%
                    

                
	 	 	 
	
                  Craig
                    Howley 

                	
                  8,600
                    

                	
                  0.8%
                    

                
	 	 	 
	
                  TOTALS:
                    

                	
                  1,108,000

                	
                  100.0%
                    

                


        

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        (b)
           The
          following is a list of all of the shareholders of Subsidiary: 

        


        
          	
                  Shareholder
                    

                	
                   Shares
                    Owned

                	
                   %
                    Owned

                
	 	 	 
	
                  Aaron
                    Anton 

                	
                  1

                	
                  0.1%
                    

                
	 	 	 
	
                  Deltron,
                    Inc. 

                	
                  999

                	
                       99.9% 

                
	 	 	 
	
                  TOTALS:
                    

                	
                  1,000

                	
                  100.0%
                    

                


        

        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          F

        


        Part
          3.13

        


        (No
          Undisclosed Liabilities)

        


        


        
          	
                  1.

                	
                  As
                    of the Closing Date, Seller and Subsidiary may have accrued but
                    understated and unpaid payroll taxes (state and federal) and
                    sales and use
                    taxes that they have incurred in the ordinary course of business.
                    

                


        

        


        
          	
                  2.

                	
                  Seller’s
                    employees may perform services in a number of states in which
                    Seller is
                    not qualified to do business. Seller does not have employees
                    based or
                    located in any state other than Pennsylvania, but Seller’s employees make
                    sales calls on customers and potential customers in a large number
                    of
                    other states. Although Seller is not aware of any requirement
                    that it
                    qualify to do business in any of such states as a result of such
                    activities, it is possible that Seller has violated one or more
                    state laws
                    by not so qualifying and/or by not paying taxes to such state(s).
                    

                


        

        


        
          	
                  3.

                	
                  See
                    the Legal Proceedings listed on Part 3.18 to the Agreement.
                    

                


        

        


        
          	
                  4.

                	
                  See
                    the
                    Tax matters listed on Part 3.14(a) to the Agreement.
                    

                


        

        


        
          	
                  5.
                    

                	
                  Seller’s
                    Financial Statements may not have been prepared in accordance
                    with GAAP.
                    As a result, the liabilities of Seller may be understated on
                    its Financial
                    Statements. These liabilities include but are not limited to:
                    (a) Accounts
                    Payable; (b) accrued liabilities; (c) Seller’s accrual for warranty
                    repairs; and (d) Seller’s accrual for vacation expense.
                    

                


        

        


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          G

        


        Part
          3.15

        


        (Material
          Adverse Change)

        


        


        
          	
                  1.

                	
                  See
                    the memorandum, dated January 30, 2007, from Jack Phillips to
                    John
                    Zampetti, regarding changes in Seller’s sales representatives.
                    

                


        

        


        
          	
                  2.
                    

                	
                  On
                    January 24, 2007, Subsidiary entered into a new contract with
                    Sindacato
                    Industrial de Trabajadores en Plantas Maquiladoras de Reynosa,
                    TAM,
                    relating to the employees at the Real Property.


                


        

        


        
          	
                  3.
                    

                	
                  On
                    January 31, 2007, Frank Izzi, Deltron’s National Sales Manager, resigned
                    from Deltron, effective as of February 9, 2007. Mr. Izzi has
                    since
                    accepted employment with a competitor of Seller, HiTek
                    Power Ltd. 

                


        

        


        
          	
                  4.
                    

                	
                  As
                    of December 31, 2006, Seller wrote off the account receivable
                    owed by
                    Aspect Systems Inc., in the amount of $2,322.70, as a bad debt.
                    

                


        

        


        
          	
                  5.

                	
                  Seller
                    continues to face heightened competition from foreign manufacturers,
                    in
                    China and elsewhere, many of which are capable of producing comparable
                    goods at prices lower than those offered by Seller. Although
                    this
                    situation has resulted in consistently lower sales for Seller
                    over time,
                    Seller is not aware of any specific facts that have aggravated
                    or
                    accelerated this situation. 

                


        

        


        
          	
                  6.
                    

                	
                  On
                    June
                    27, 2007, Seller accepted an Order, dated June 26, 2007, issued
                    by Glovia
                    International to Seller, together with an accompanying Purchase
                    Order,
                    dated June 28, 2007, issued by Seller to Glovia International,
                    LLC.
                    

                


        

        


        
          	
                  7.
                    

                	
                  On
                    June 28, 2007, Seller accepted an Order, dated as of June 27,
                    2007, issued
                    by Glovia Services, Inc. to Seller.


                


        

        


        
          	
                  8
                    

                	
                  Seller’s
                    Financial Statements may not have been prepared in accordance
                    with GAAP.
                    As a result, various liabilities of Seller may be understated
                    on its
                    Financial Statements. These liabilities include without limitation:
                    (a)
                    Accounts Payable; (b) accrued liabilities; (c) Seller’s accrual for
                    warranty repairs; and (d) Seller’s accrual for vacation expense. In
                    addition, Seller’s Accounts Receivable and Inventory may be overstated.
                    This, in turn, may mean that a significant portion of Seller’s Inventory
                    is obsolete, excessive and/or unreasonable in composition or
                    quantity
                    relative to the present operational and financial circumstances
                    of Seller
                    and Subsidiary. 

                


        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                  9.
                    

                	
                  Since
                    the date of the Balance Sheet, Seller and Subsidiary may not
                    have
                    conducted their business in the Ordinary Course of Business.
                    Rather,
                    Seller and Subsidiary have arguably conducted their business
                    in a manner
                    more akin to a business in “survival mode” since the death of Aaron Anton
                    on July 12, 2007. Since the date of the Balance Sheet, Seller
                    may have
                    suffered a diminished attention to its Business as a result of
                    the
                    declining health of Aaron Anton. While Seller and Subsidiary
                    are unaware
                    of any specific facts or circumstances of employee discontent,
                    such
                    activities may have caused Seller to suffer a loss of focus and
                    a decline
                    in employee morale. Notwithstanding the foregoing (and except
                    as otherwise
                    disclosed herein), neither Seller nor Subsidiary are aware of
                    any specific
                    facts or circumstances relating to the business, operations,
                    prospects,
                    customer relations, assets or results in operations or condition
                    (financial or otherwise) of Seller or Subsidiary that may have
                    aggravated
                    Seller’s or Subsidiary’s overall performance.


                


        

        


        
          	
                  10.
                    

                	
                  Seller’s
                    internal projections for sales during calendar year 2007 have
                    been reduced
                    from approximately $4,850,000 at the beginning of 2007, to just
                    over
                    $4,400,000 as of July 31, 2007. 

                


        

        


        
          	
                  11.

                	
                  As
                    of July 31, 2007, approximately forty-three percent (43%) of
                    Seller’s
                    sales of products were concentrated in a single customer, namely,
                    Scientific Atlanta. In contrast, this customer accounted for
                    approximately
                    sixteen percent (16%) of Seller’s sales in calendar year 2006.
                    

                


        

        


        
          	
                  12.
                    

                	
                  As
                    of July 31, 2007, Seller’s net outstanding Accounts Receivable were down
                    to approximately $429,000, which represents a forty-one percent
                    (41%)
                    reduction in Seller’s net outstanding Accounts Receivable as of July 31,
                    2006. 

                


        

        


        
          	
                  13.
                    

                	
                  Although
                    Seller has not received specific written or oral statements from
                    any
                    customers of their intention to discontinue or change the terms
                    of their
                    relationships with Seller (and Seller is not aware of any specific
                    facts
                    or circumstances that would otherwise suggest the same), since
                    the date of
                    the Balance Sheet, certain of Seller’s customers have slowed or reduced
                    their purchases from Seller. See specific customer information
                    attached
                    hereto as Annex
                    3.15-1.
                    Seller is unable to predict or ascertain whether any or all of
                    such
                    customers will resume (or increase) their level of purchase of
                    product
                    following the Closing. 

                


        

        


        
          	
                  14.
                    

                	
                  As
                    a result of the death of Aaron Anton on July 12, 2007, the value
                    of Seller
                    as a going concern may have been substantially reduced.
                    

                


        

        


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          H

        


        Part
          3.19

        


        (Absence
          of Certain Changes and Events)

        


        


        
          	
                  1.

                	
                  See
                    the list of Material Adverse Events on Part 3.15.
                    

                


        

        


        


        


        


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

        
          AMENDMENT
            NO. 7

          TO

          ASSET
            PURCHASE AGREEMENT

          


          Amendment No.
            7, dated September 4, 2007 (“AMENDMENT
            NO. 7”),
            to the
            Asset Purchase Agreement (“Purchase
            Agreement”),
            dated
            June 1, 2007, as amended by that certain Amendment No. 1, dated July
            9, 2007, as
            further amended by that certain Amendment No. 2, dated August 2, 2007,
            as
            further amended by that certain Amendment No. 3, dated August 9, 2007,
            as
            further amended by that certain Amendment No. 4, dated August 16, 2007
            and as
            further amended by that certain Amendment No. 5, dated August 24, 2007,
            as
            amended by that certain Amendment No. 6, dated August 31, 2007, is by
            and among
Solomon
            Technologies, Inc.,
            a
            Delaware corporation (“Buyer”),
            by
            itself and through its wholly-owned subsidiary Del-Inc
            Acquisition LLC,
            a
            Delaware limited liability company (“Acquisition
            Sub”;
            together with Buyer, the “Buyers”),
            Deltron, Inc., a Pennsylvania corporation (“Seller”),
            Corporación
            Delinc, S.A. de C.V.,
            a
            Reynosa, Tamaulipas, Mexico corporation (“Subsidiary”),
            Aaron
            Anton,
            a
            resident of the Commonwealth of Pennsylvania (“Anton”),
            acting individually and as agent for the other shareholders listed in
            Part 3.3
            of the Purchase Agreement (“Other
            Shareholders”;
            together with Anton, collectively, “Shareholders”).

          


          The
            parties to the Purchase Agreement have determined to amend the Purchase
            Agreement as set forth below.

          


          Capitalized
            terms not defined herein have the meanings assigned those terms in the
            Purchase
            Agreement.

          


          NOW
            THEREFORE,
            for
            good and valuable consideration, the parties hereby agree as
            follows:

          


          1. Amendment.
            The
            Purchase Agreement is hereby amended as follows: 

          


          A. Section
            2.6Closing. The
            first
            two sentences of Section 2.6 are hereby deleted in their entirety and
            replaced
            with the following:

          


          “The purchase
            and sale provided for in this Agreement (the “Closing”)
            will
            take place remotely by facsimile and by electronic transmission at 10:00
            a.m. on
            or before September 5, 2007, or at such other place, time and date as
            Buyers and
            Seller otherwise agree (the “Closing
            Date”).
            The
            Closing will be deemed to be effective at 11:59 p.m. EDT as of August
            31, 2007
            (the “Effective Date”).”

          


          B. Section
            2.4(a).
            Section
            2.4(a) is hereby amended by adding the following phrase after “On the Closing
            Date”: “, but effective as of the Effective Date”

          


          C.
             Sections
            2.7(a)(viii), 2.7(b)(vi) and 2.7(b)(vii).
            Sections 2.7(a)(viii), 2.7(b)(vi) and 2.7(b)(vii) are each hereby amended
            by:
            (a) deleting the phrase “as of the Closing” and replacing it with “as of
            the Effective Date”; and deleting the phrase “at or before the Closing” and
            replacing it with the phrase “at or before the Effective Date”. 

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          D.
             Article
            VII.
            The
            introduction to Articles VII and VIII are each hereby amended by deleting
            the
            phrase “at or prior to the Closing” and replacing it with “at or prior to the
            Effective Date”. 

          


          E.
             Section
            10.14.
            Section
            10.14 is hereby amended by adding the following phrase after the phrase
“prior
            to the Closing Date” in each of the two instances where such phrase appears in
            such Section: “, effective as of the Effective Date”.

          


          F. The
            following Sections are amended by replacing the term “Closing Date” with the
            term “Effective Date”: 2.1, 2.1(i), 2.1(n), 3.3(b), 3.4(b), 3.11, 3.12, 3.14(a),
            3.14(b), 3.21, 5.11, 7.9, 10.1(a), 10.1(b)(i), 10.1(c)(i), 10.1(c)(ii),
            10.4,
            10.7, 10.9, 10.13(b), 11.1, 11.2(a), 11.2(c), 11.2(e), 11.2(h), 11.3(a),
            11.3(b), 11.4(e) and 11.4(f).

          


          G.
             The
            following Sections are amended by replacing the phrase “as of the Closing” with
            the phrase “as of the Effective Date”: 2.7(a)(viii), 2.7(a)(ix)(A),
            2.7(a)(ix)(B), 2.7(b)(viii), 2.7(b)(ix), and 2.8. 

          


          H.
             The
            following Sections are amended by replacing the term “Closing” with the phrase
“Effective Date”: 3.4(b), 3.9(a), 3.9(b), 3.25, 5.2, 7.1, 8.1, and 10.1(b)(i).


          


          I. Annex
            1.1 Definitions. Annex
            1.1
            is hereby amended by adding the following definitions:

          


          
            	 	
                    i.

                  	
                    “Effective
                      Date” - as defined in Section 2.6.

                  


          

          


          Annex
            1.1
            is further amended by deleting the phrase “dated the Closing Date” as used in
            the definition of “Earn-Out Agreement” and replacing it with the phrase “dated
            the Effective Date”: 

          


          J. Exhibits.
            Section
            1.U of Amendment No. 6 is amended by replacing the phrase “Closing Date” with
            the phrase “Effective Date. 

          


          2. Reimbursement
            of Expenses.
            Buyers
            acknowledge that Seller advanced Twenty Eight Thousand Dollars ($28,000)
            to
            Subsidiary on September 4, 2007 in order to meet Subsidiary’s payroll
            obligations. At the Closing, Buyers agree to reimburse Seller the full
            amount of
            the advance to Subsidiary. Buyer shall have no obligation under this
            Paragraph 2
            if the Closing does not occur.

          


          3. Affirmation.
            Except
            as expressly modified hereby, all terms and conditions of the Purchase
            Agreement
            and any ancillary documents attached as exhibits to the Purchase Agreement
            shall
            remain in full force and effect and are hereby ratified and confirmed
            by the
            parties signatory thereto. 

          


          4. Execution.
            This
            Amendment No. 7 may be executed in any number of counterparts, each of
            which
            when so executed and delivered, whether by hand, electronic mail or facsimile,
            shall be deemed to be an original and all of which counterparts, taken
            together,
            shall constitute but one and the same instrument.

          


          


          {Signature
            Page Follows}

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          IN
            WITNESS WHEREOF,
            the
            undersigned has executed this Amendment No. 7 on the day and year first
            above
            written.

           

          
            
              
                	
                        Buyer:

                      	 	
                        Seller:

                      	 
	 	 	 	 	 	 
	
                        SOLOMON
                          TECHNOLOGIES, INC:

                      	 	
                        DELTRON,
                          INC.:

                      	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	   
	 	   
	 
	
                        By:

                      	Gary
                        Brandt	 	
                        By:
                          

                      	
                        John
                          Zampetti

                      	 
	
                        Its:

                      	Chief
                        Executive
                        Officer	 	
                        Its:
                          

                      	
                        Vice
                          President 

                      	 
	 	 	 	 	 	 
	
                        Acquisition
                          Sub:

                      	 	
                        Subsidiary:

                      	 
	 	 	 	 	 	 
	
                        DEL-INC
                          ACQUISITION LLC:

                      	 	
                        CORPORACION
                          DELINC S.A. DE C.V.:

                      	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	   
	 	  
	 
	
                        By:

                      	Gary
                        Brandt	 	
                        By:
                          

                      	
                        John
                          Zampetti

                      	 
	
                        Its:

                      	President
&
                        Secretary	 	
                        Its:
                          

                      	
                        Sole
                          Administrator

                      	 


              

               

              
                
                  	
                          Shareholders:

                        	 
	 	 	 	 
	 	 	 	 
	
                          By:

                        	
                          Aaron
                            Anton, individually and as agent on 

                        	 
	 	
                          behalf
                            of the Other Shareholders

                        	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                          By:
                            

                        	
                          Leslie
                            Clifton, as duly appointed Co-Executor of
                            Anton’s Estate

                        	 
	 	 	 	 
	 	 	 	 
	 	   
	 
	 	
                          By:
                            

                        	
                          Aimee
                            Howley, as duly appointed Co-Executor of
                            Anton’s Estate

                        	 
	 	 	 	 
	 	 	  	 
	 	    
	 
	 	
                          By:
                            

                        	
                          Samuel
                            E. Dennis, as duly appointed Co-Executor of
                            Anton’s Estate