ESCROW
      AGREEMENT

     

    This
      ESCROW AGREEMENT is made and entered in on August 10, 2007 (this
“Escrow
      Agreement”)
      by
      SOLOMON TECHNOLOGIES, INC. (the “Company”),
      the
      PURCHASERS (as defined below) and DAVIS
      & GILBERT LLP,
      as
      escrow agent (“Escrow
      Agent”).

    


    WHEREAS,
      reference is made to that certain Securities Purchase Agreement, dated as of
      even date herewith (the “Purchase
      Agreement”),
      by and
      among the Company and the purchasers identified therein and signatory thereto;
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to such terms in the Purchase Agreement; and

    


    WHEREAS,
      the parties desire to establish an escrow account and the Escrow Agent is
      willing to establish and maintain such Escrow Account, and to disburse the
      funds
      deposited therein, as set forth in the Purchase Agreement, subject to the terms
      and conditions of this Escrow Agreement; and

    


    NOW,
      THEREFORE, in consideration of the covenants and agreements herein set forth
      and
      other good and lawful consideration, the receipt and sufficiency of which is
      hereby acknowledged, the parties hereto, intend to be legally bound, agree
      as
      follows:

    


    1. ESCROW.
      

     

    (a) Escrow
      Agent has established a special, segregated, non-interest bearing bank account
      at City National Bank, in which each Purchaser participating in the Closing
      (each, a “Purchaser”)
      shall
      deposit, by check or wire transfer of immediately available funds in accordance
      with the instructions provided below,
      the
      aggregate Subscription Amount for the Debentures and Warrants to be purchased
      by
      such Purchaser in the Closing. Amounts so deposited into such bank account
      shall
      be hereinafter referred to as the “Escrowed
      Funds”.

     

    
      	
              ACCOUNT
                NAME:

            	
              Davis
                & Gilbert LLP Escrow Account

            
	 	 
	
              THE
                BANK:

            	
              City
                National Bank

            
	 	
              400
                Park Avenue, 21st Floor 

            
	 	
              New
                York, NY 10022

            
	 	 
	
              ACCOUNT
                NUMBER:

            	
              665057925

            
	 	 
	
              ABA
                NUMBER:

            	
              0260
                1395 8

            
	 	 
	
              MANDATORY
                REFERENCE: 

            	
              20911/0007-000/Solomon/ref.
                Norton

            


    

     

    (b) Upon
      request, Escrow Agent shall advise the Company and any Purchaser (or his, her
      or
      its representative or legal counsel) of the aggregate amount of Escrowed Funds.
      


    
      
        
        

      

      
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    As
      soon
      as reasonably practicable after a minimum of $500,000 of Escrowed Funds have
      been received into escrow (the “Escrow
      Condition”),
      Escrow
      Agent shall advise the Company and each Purchaser (or his, her or its
      representative) of the same.

     

    2. RELEASE
      OF ESCROWED FUNDS.

     

    (a) Following
      satisfaction of the Escrow Condition and the other conditions precedent to
      the
      Closing, the Company shall deliver to Escrow Agent written instructions
      regarding the disbursement of the Escrowed Funds, which instructions shall
      include the amounts to be disbursed along with delivery instructions. As soon
      as
      practicable following receipt of said instructions, Escrow Agent shall disburse
      the Escrowed Funds in accordance therewith. 

     

    (b) In
      the
      event that the Escrow Condition shall not be satisfied or, for any reason,
      the
      Closing shall not occur on or before August 24, 2007, unless otherwise
      instructed in writing by the Company, Escrow Agent shall return to each
      Purchaser such portion of the Escrowed Funds as such Purchaser had deposited,
      without interest. 

     

    3. COVENANTS
      AND AGREEMENTS.

    


    (a) Escrow
      Agent agrees to hold and disburse the Escrowed Funds subject to the terms and
      conditions contained in this Escrow Agreement and the Purchase Agreement. The
      provisions of this Escrow Agreement shall control in the event of any conflict
      between the provisions hereof and the provisions of the Purchase
      Agreement.

     

    (b) Unless
      otherwise provided for in this Escrow Agreement or any addendum thereto, Escrow
      Agent shall disburse the Escrowed Funds without interest or other accumulation
      in value.

     

    (c) Escrow
      Agent shall not be deemed to have knowledge of any matter or thing unless and
      until Escrow Agent has actually received written notice of such matter or thing
      and Escrow Agent shall not be charged with any constructive notice
      whatsoever.

     

    (d) The
      fees
      and expenses of the Escrow Agent or otherwise relating to the Escrow Account
      shall be borne by the Company. 

     

    (e) The
      Company and the Purchasers acknowledge and agree that nothing in this Escrow
      Agreement shall prohibit Escrow Agent from (i) serving in a similar capacity
      on
      behalf of others, or (ii) acting in the capacity of attorneys for the Company.
      

     

    (f) The
      Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
      the contents, and assume the genuineness of any notice, instruction,
      certificate, signature, instrument or other document that is given to the Escrow
      Agent pursuant to this Agreement without the necessity of the Escrow Agent
      verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated
      to make any inquiry as to the authority, capacity, existence or identity of
      any
      person purporting to give any such notice or instructions or to execute any
      such
      certificate, instrument or other document.


    
      
        
        

      

      
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    (g) In
      the
      event Escrow Agent shall be uncertain as to its duties or rights hereunder
      or
      shall receive instructions, claims or demands from the Company and/or Purchasers
      or from third persons with respect to the Escrowed Funds, which, in its sole
      opinion, are in conflict with any provisions of this Escrow Agreement and/or
      the
      Purchase Agreement, or which are in conflict with any other instructions, claims
      or demands from another party, the Escrow Agent shall be entitled to refrain
      from taking any action until it shall be directed otherwise in writing by the
      Company or by a final order or judgment of a court of competent
      jurisdiction.

     

    4. LIABILITY
      OF ESCROW AGENT. It
      is
      agreed that the duties of Escrow Agent are purely ministerial in nature and
      shall be expressly limited to safekeeping of the Escrowed Funds and for the
      disposition of same in accordance with the Purchase Agreement and this Escrow
      Agreement. The Escrow Agent shall not be liable for any action taken or omitted
      hereunder, or for the misconduct of any employee, agent or attorney appointed
      by
      it, except in the case of willful misconduct or gross negligence. The Escrow
      Agent shall be entitled to consult with counsel of its own choosing and shall
      not be liable for any action taken, suffered or omitted by it in accordance
      with
      the advice of such counsel. The
      Escrow Agent shall not be responsible for the performance by the Company of
      its
      obligations under this Escrow Agreement. The
      Company hereby agrees to indemnify Escrow Agent and hold it harmless from and
      against any and all claims, liabilities, damages, costs, penalties, losses,
      actions, suits or proceedings at law or in equity, or any other expenses, fees,
      or charges of any character or nature, which it may incur or with which it
      may
      be threatened directly or indirectly arising from or in any way connected with
      this Escrow Agreement or which may result from Escrow Agent’s following of
      instructions from the Company, and in connection therewith, to indemnify Escrow
      Agent against any and all expenses, including attorneys’ fees and the costs of
      defending any action, suit, or proceeding or resisting any claim, whether or
      not
      litigation is instituted.

     

    5. DISPUTES.
      In
      the
      event Escrow Agent is joined as a party to a lawsuit by virtue of the fact
      that
      it is holding the Escrowed Funds, Escrow Agent shall, at its option, either
      (i)
      tender the Escrowed Funds to the registry of the appropriate court, or (ii)
      disburse the Escrowed Funds in accordance with the court’s ultimate disposition
      of the case, and the Company agrees to indemnify and hold Escrow Agent harmless
      from and against any damages or losses in connection therewith including, but
      not limited to, reasonable attorneys’ fees and court costs at all trial and
      appellate levels. 

     

    6. TERM
      OF AGREEMENT. This
      Escrow Agreement shall remain in effect unless and until it is canceled in
      any
      of the following manners:

     

    (a) Upon
      written notice given by the Company of cancellation of designation of Escrow
      Agent to act and serve in said capacity; or

     

    (b) Escrow
      Agent may resign as Escrow Agent at any time upon giving notice to the parties
      of its desire to so resign; provided, however, that resignation of Escrow Agent
      shall take effect no earlier than ten (10) days after the giving of notice
      of
      resignation; or

     

    (c) Upon
      compliance with all escrow provisions as set forth in this Escrow Agreement
      and
      in the Purchase Agreement, if any.


    
      
        
        

      

      
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    Upon
      any
      cancellation described above, subject to the provisions of Sections 3(f), Escrow
      Agent shall promptly pay over to the successor escrow agent any Escrowed Funds
      then held in escrow or, in the event the parties fail to agree to a successor
      escrow agent within the period described hereinabove, Escrow Agent shall have
      the right to deposit all of the Escrowed Funds held hereunder into the registry
      of an appropriate court and request judicial determination of the rights between
      the parties, by interpleader or other appropriate action and Company agrees
      to
      indemnify and hold Escrow Agent harmless from and against any damages or losses
      in connection therewith including, but not limited, to reasonable attorneys’
fees and court costs at all trial and appellate levels. 

     

    7. NOTICES.
      Unless
      otherwise expressly provided in this Escrow Agreement, all notices and other
      communications provided for in this Escrow Agreement shall be in writing and
      shall be deemed delivered (a) when received, if delivered by hand delivery,
      (b)
      three Business Days after being sent, certified or registered mail, return
      receipt requested, first class postage prepaid, or (c) one Business Day after
      being sent by nationally recognized overnight courier, addressed (i) if to
      the
      Company, to it at 1400 L&R Industrial Boulevard, Tarpon Springs, FL 34689,
      marked for the attention of the Chief Executive Officer, (ii) if to one or
      more
      Purchasers, at their respective addresses as set forth on Schedule 1 to the
      Purchase Agreement, (iii) if to Escrow Agent, to Davis & Gilbert LLP, 1740
      Broadway, New York, NY 10019, Attention: Ralph Norton, Esq. All written notices
      delivered by means other than as set forth above shall be deemed effective
      upon
      receipt. Any party may change the address to which notices, requests, consents
      or other communications hereunder are to be delivered by giving the other
      parties notice in the manner set forth in this Section 7. 

     

    8. CHOICE
      OF LAW AND VENUE. This
      Escrow Agreement shall be governed by and construed in accordance with the
      laws
      of the State of New York, without giving effect to conflict of laws principles.
      In the event any action, suit or proceeding is instituted as a result of any
      matter or thing affecting this Escrow Agreement, the parties hereto hereby
      designate New York County, New York as the proper jurisdiction and the venue
      in
      which same is to be instituted.

     

    9. MISCELLANEOUS.
      This
      Escrow Agreement shall be binding upon the Company, the Purchasers and Escrow
      Agent and their respective successors and permitted assigns. This Escrow
      Agreement may be altered or amended only in writing signed by the Company,
      Escrow Agent and the Purchasers. If any provision of this Escrow Agreement
      or
      the application thereof to any person or circumstance shall be determined to
      be
      invalid or unenforceable, the remaining provisions of this Escrow Agreement
      or
      the application of such provision to persons or circumstances other than those
      to which it is held invalid or unenforceable shall not be affected thereby
      and
      shall be valid and enforceable to the fullest extent permitted by law. This
      Escrow Agreement may be executed in several counterparts or by separate
      instruments, and all of such counterparts and instruments shall constitute
      one
      agreement, binding on all of the parties hereto. Facsimile signatures shall
      be
      deemed originals for all purposes hereunder. 

     

    {Remainder
      of this page left intentionally blank. Signature page(s) to
      follow.)

     

     

    
      
        
        

      

      
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    COMPANY
      AND ESCROW AGENT COUNTERPART SIGNATURE PAGE TO

    ESCROW
      AGREEMENT

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Escrow Agreement as of the
      date first written above.

    


     

    SOLOMON
      TECHNOLOGIES, INC.

     

     

    By:
      
      
        

      

    

    Name:

    Title:

     

     

    DAVIS
      & GILBERT LLP

     

     

    By:
      
      
        

      

    

    Name:

    Title:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    PURCHASER
      COUNTERPART SIGNATURE PAGE TO

    ESCROW
      AGREEMENT

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Escrow Agreement as of the
      date first written above.

     

     

    FOR
      INDIVIDUAL PURCHASER:

     

     

    
      
        

      

    

    [Print
      Name of Purchaser]

     

     

    
      

    

    [Signature]

     

     

    FOR
      ENTITY PURCHASER:

     

     

    
      

    

    [Print
      Name of Purchaser]

     

     

    By:
      
      
        

      

    

    [Signature]

     

     

    
      
        

      

    

    [Print
      Name and Title of Signatory]