Exhibit
      10.4

     

    AGREEMENT
      

    


    AGREEMENT
      (this
“Agreement”)
      dated
      as of June 30, 2006 by and among Solomon Technologies, Inc., a
      Delaware corporation (the “Company”),
      Woodlaken LLC (“Woodlaken”),
      Jezebel Management Corporation (“Jezebel”),
      Pinetree (Barbados) Inc. (“Pinetree”),
      Coady
      Family LLC (“Coady”),
      F.
      Jay Leonard (“Leonard”),
      Peter
      and Barbara Carpenter (“Carpenter”),
      Pascal Partners, LLC (“Pascal”)
      and
      Steven Kilponen (“Kilponen”
and
      together with Woodlaken, Jezebel, Pinetree, Coady, Leonard, Carpenter and
      Pascal, the “Investors”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company has sold $1,472,000 aggregate principal amount of Senior Secured
      Promissory Notes to the Investors in the amounts set forth on Schedule 1 (the
      “Notes”);
      

    


    WHEREAS,
      the
      maturity date of each of the Notes is June 30, 2006; 

    


    WHEREAS,
      the
      Investors and the Company now wish to amend the Notes to extend their maturity
      date to January 15, 2007;
      and

    


    WHEREAS,
      in
      consideration of the Investors’ willingness to extend the maturity of the Notes,
      the Company intends to issue to each of the Investors shares of common stock
      of
      the Company, par value $.001 per share (“Common
      Stock”),
      in an
      amount equal to 35,000 shares for each $100,000 in principal amount of Notes,
      or
      fraction thereof, held by such Investor.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and agreements contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:

    


    1. AMENDMENT
      OF NOTES.
      

    


    1.1. Extension
      of Maturity Date.
      Each of
      the Notes is hereby amended by striking the maturity date of June 30, 2006
      and
      substituting therefor a new maturity date of January 15, 2007.

     

    1.2. Full
      Force and Effect.
      Except
      as amended hereby, the terms of the Notes, as previously amended, remain in
      full
      force and effect.

     

    2. Issuance
      of Common Stock.
      Promptly upon execution of this Agreement by the Investors, and in consideration
      thereof, and upon receipt by the Company of investment representation
      certificates and accredited investor questionnaires from those Investors who
      have not previously provided copies of such documents to the Company, the
      Company shall cause its transfer agent to issue new shares of Common Stock
      to
      each of the Investors in an amount equal to 35,000 shares of Common Stock for
      each $100,000 in principal amount of Notes, or fraction thereof, held by such
      Investor.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    3. MISCELLANEOUS.

    


    3.1. Law
      Applicable.
      This
      Agreement shall be governed by and construed pursuant to the laws of the State
      of New York, without giving effect to conflicts of laws principles.


    


    3.2. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same instrument and
      it
      shall not be necessary in making proof of this Agreement to account for all
      such
      counterparts.

    


    [Signatures
      appear on following pages]


    
      
        
        

      

      
        2

        
          

        

      

       

    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands to this Agreement as of the day and
      year first above written.

    
      	 	 	 
	 	
              COMPANY:

               

              SOLOMON TECHNOLOGIES,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Peter W. DeVecchis, Jr.
	 	
              
                

              

              Name: Peter W. DeVecchis, Jr.

              Title:
                President

            




    
      	 	 	 
	 	
              WOODLAKEN
                LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Gary
              M. Laskowski
	 	
              
                

              

              Name:
                Gary M. Laskowski 

              Title:
                Manager 

            


    

     

    
      	 	 	 
	 	
              JEZEBEL
                MANAGEMENT CORPORATION

            
	 
 	 
 	 
 
	 	By:  	/s/
              Michael A. D’Amelio
	 	
              
                

              

              Name:
                Michael A. D’Amelio 

              Title:
                President 

            


    

     

    
      	 	 	 
	 	
              PINETREE
                (BARBADOS) INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              J.
              Gordon Murphy
	 	
              
                

              

              Name:
                J. Gordon Murphy

              Title:
                President 

            



      	 	 	 
	 	
              COADY
                FAMILY LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Patrick D. Coady
	 	
              
                

              

              Name:
                Patrick
                D. Coady

              Title:
                Manager

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	       
              	/s/
              F.
              Jay Leonard
	 	
              
                

              

              F.
                Jay Leonard

            



      	 	 	 
	 	       
              	/s/
              Peter Carpenter
	 	
              
                

              

              Peter
                Carpenter

            


    

     

    
      	 	 	 
	 	        
              	/s/
              Barbara Carpenter
	 	
              
                

              

              Barbara
                Carpenter

            


    

    


    
      	 	 	 
	 	
              PASCAL
                PARTNERS, LLC

            
	 
 	 
 	 
 
	 	By:  	/s/
              Nick
              Marinella
	 	
              
                

              

              Name:
                Nick
                Marinella

              Title:
                Managing Member

            


    

     

    
      	 	 	 
	 	       
              	/s/
              Steven Kilponen
	 	
              
                

              

              Steven
                Kilponen 

            


    


    
      
        
        

      

      
        4

        
          

        

      

       

    

     

    SCHEDULE
      1

     

    Senior
      Notes

    

      
        	
                Name
                  of Investor

              	 	 	
                Date
                  Issued

              	 	 	
                Principal
                  Amount

              	 
	
                Woodlaken
                  LLC

              	 	 	
                March
                  7, 2005

              	 	
                $

              	
                40,000.00
                  

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                March
                  16, 2005

              	 	
                $

              	
                100,000.00

              	 
	
                Pinetree
                  (Barbados) Inc.

              	 	 	
                April
                  1, 2005

              	
                 

              	
                $

              	
                50,000.00

              	 
	
                Woodlaken
                  LLC

              	 	 	
                April
                  1, 2005

              	
                 

              	
                $

              	
                10,000.00
                  

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                April
                  18, 2005

              	 	
                $

              	
                75,000.00

              	 
	
                Coady
                  Family LLC

              	 	 	
                May
                  25, 2005

              	 	
                $

              	
                100,000.00

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                July
                  8, 2005

              	 	
                $

              	
                75,000.00

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                August
                  16, 2005

              	 	
                $

              	
                150,000.00

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                September
                  15, 2005

              	 	
                $

              	
                150,000.00

              	 
	
                Jezebel
                  Management Corporation

              	 	 	
                November
                  18, 2005

              	 	
                $

              	
                100,000.00

              	 
	
                Pinetree
                  (Barbados) Inc.

              	 	 	
                November
                  18, 2005

              	 	
                $

              	
                100,000.00

              	 
	
                F.
                  Jay Leonard

              	 	 	
                March
                  20, 2006

              	 	
                $

              	
                25,000.00

              	 
	
                Woodlaken
                  LLC

              	 	 	
                March
                  31, 2006

              	 	
                $

              	
                72,000.00

              	 
	
                Peter
                  and Barbara Carpenter

              	 	 	
                April
                  7, 2006

              	 	
                $

              	
                100,000.00

              	 
	
                Pascal
                  Partners, LLC

              	 	 	
                April
                  10, 2006

              	 	
                $

              	
                100,000.00

              	 
	
                Coady
                  Family LLC

              	 	 	
                May
                  23, 2006

              	 	
                $

              	
                200,000.00

              	 
	
                Steven
                  Kilponen

              	 	 	
                June
                  13, 2006

              	
                 

              	
                $

              	
                25,000.00

              	 


      

    

     

    
      
        
        

      

      
        5