EXHIBIT
      G

    


    August
      __, 2007

    


    Solomon
      Technologies, Inc.

    1400
      L&R Industrial Boulevard

    Tarpon
      Springs, Florida 34689

    


    Re: Securities
      Purchase Agreement, dated as of August __, 2007 (the “Purchase
      Agreement”),
      by
      and among Solomon Technologies, Inc., a Delaware corporation (the “Company”),
      and
      the purchasers signatory thereto (each, a “Purchaser”
and,
      collectively, the “Purchasers”)

    


    Purchasers:

    


    Pursuant
      to Section 2.2(a)(vii) of the Purchase Agreement and in satisfaction of a
      condition of the Company’s obligations under the Purchase Agreement, the
      undersigned security holder of the Company hereby irrevocably agrees that,
      commencing upon the execution of the Purchase Agreement and continuing until
      the
      earlier of (a) 12 months from the date of the Initial Closing and (b) the date
      that the Purchasers no longer hold any Debentures and Warrants (“Purchased
      Securities”)
      purchased pursuant to the Purchase Agreement (the “Restriction
      Period”),
      the
      undersigned will not offer, sell, transfer, contract to sell, hypothecate,
      hedge, pledge or otherwise dispose of (or enter into any transaction which
      is
      designed to, or might reasonably be expected to, result in the disposition
      (whether by actual disposition or effective economic disposition due to cash
      settlement or otherwise)), directly or indirectly, including without limitation
      through an affiliate of the undersigned, within any three month period, shares
      of common stock of the Company now owned or hereafter acquired, whether
      beneficially or of record, by the undersigned, including, but not limited to,
      common stock acquired upon exercise of options or warrants or acquired upon
      conversion of any other securities owned by the undersigned (collectively,
      the
“Securities”)
      in an
      amount that exceeds 2% of the shares of common stock of the Company issued
      and
      outstanding as shown by the most recent report or statement published by the
      Company, except by means of a private transaction (a) in an amount of 500,000
      or
      more shares in a single block at a price per share that is not lower than the
      closing price on the Trading Day preceding the date of such sale, as reported
      on
      the Company’s principal Trading Market or (b) in connection with which the
      proposed transferee agrees in writing to be bound by all of the provisions
      of
      this agreement prior to the consummation of such private transaction.
      Notwithstanding the foregoing, this agreement shall be void ab
      initio
      if the
      Initial Closing does not occur on or before September 10, 2007. Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Purchase Agreement.

     

    The
      undersigned acknowledges that the execution, delivery and performance of this
      letter agreement (this “Letter
      Agreement”)
      is a
      material inducement to each Purchaser to complete the transactions contemplated
      by the Purchase Agreement and that each Purchaser (which shall be a third party
      beneficiary of this Letter Agreement) and the Company shall be entitled to
      specific performance of the undersigned’s obligations hereunder. The undersigned
      hereby represents that the undersigned has the power and authority to execute,
      deliver and perform this Letter Agreement, that the undersigned has received
      adequate consideration therefore and that the undersigned will indirectly
      benefit from the closing of the transactions contemplated by the Purchase
      Agreement.

     

    This
      letter agreement may not be amended or otherwise modified in any respect without
      the written consent of each of the Company, Purchasers holding at least 67%
      of
      the Purchased Securities and the undersigned. This letter agreement shall be
      construed and enforced in accordance with the laws of the State of New York
      without regard to the principles of conflict of laws. The undersigned
hereby
      irrevocably submits to the exclusive jurisdiction of the United States District
      Court sitting in the Southern


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Solomon Technologies, Inc.

    August __, 2007

    Page 2


     

    District
      of New York and the courts of the State of New York located in Manhattan, for
      the purposes of any suit, action or proceeding arising out of or relating to
      this Letter Agreement, and hereby waives, and agrees not to assert in any such
      suit, action or proceeding, any claim that (i) it is not personally subject
      to
      the jurisdiction of such court, (ii) the suit, action or proceeding is brought
      in an inconvenient forum, or (iii) the venue of the suit, action or proceeding
      is improper.
      The
      undersigned hereby waives any right to a trial by jury. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. The undersigned agrees and understands that this Letter
      Agreement does not intend to create any relationship between the undersigned
      and
      each Purchaser.

    


    


    *****************


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Solomon
        Technologies, Inc.

      August
        __, 2007

      Page
        3


    

    The
      undersigned agrees that the undersigned will permit:

    


    1. A
      copy of
      this Agreement to be available from the Company or the Company's transfer agent
      upon request; and

    


    2. A
      letter
      to be sent by counsel for the Company to the Company’s transfer agent advising
      the transfer agent of these restrictions.

    


    Very
      truly yours,

     

    _________________________________________

    Signature

    Print
      Name: _______________________________

    Position
      in Company:________________________

    Address
      for Notice:

     

     

    Securities
      held: _____________________________

    


    By
      signing below, the Company acknowledges the restrictions on transfer set forth
      in this Letter Agreement.

     

     

    SOLOMON
      TECHNOLOGIES, INC.

     

    


    By: 
      _________________________________    

    Name:

    Title: