AGREEMENT

Exhibit 10.40

AGREEMENT

AGREEMENT (this “Agreement”) dated as of September 30, 2006 by and among Solomon Technologies, Inc., a Delaware corporation (the “Company”), Woodlaken LLC (“Woodlaken”), Jezebel Management Corporation (“Jezebel”), Pinetree (Barbados) Inc. (“Pinetree”), Xxxxx Family LLC (“Xxxxx”), F. Xxx Xxxxxxx (“Xxxxxxx”), Xxxxx and Xxxxxxx Xxxxxxxxx (“Xxxxxxxxx”), Pascal Partners, LLC (“Pascal”), Xxxxxx Xxxxxxxx (“Xxxxxxxx”) and Millennium Trust Co. LLC Custodian FBO Xxxxxx Xxxxxx Rollover XXX 00X000000 (“Xxxxxx,” and together with Woodlaken, Jezebel, Pinetree, Xxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxx and Xxxxxxxx, the “Investors”)

WITNESSETH:

WHEREAS, the Company has sold $1,572,000 aggregate principal amount of Senior Secured Promissory Notes to the Investors in the amounts set forth on Schedule 1 (the “Existing Notes”);

WHEREAS, Company has authorized the sale of up to an additional $128,000.00 of Senior Secured Promissory Notes (the “Additional Notes”); and

WHEREAS, the Investors and the Company now wish to amend (i) the Existing Notes to provide that the Existing Notes shall be payable pari passu with the Additional Notes, and (ii) that certain Security Agreement dated as of March 16, 2005 by and between the Company and the Investors (the “Security Agreement”) to provide that the Additional Notes, when issued, will be entitled to share in the security interest in the Company’s assets provided by such agreement on a pari passu basis with the holders of the Existing Notes.

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 EXISTING NOTES.

1.1. Additional Notes Pari Passu. Each of the outstanding Existing Notes is hereby amended to provide that each of the Additional Notes, when issued and sold, shall be payable pari passu with the outstanding Existing Notes.

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. AMENDMENT OF SECURITY AGREEMENT.

2.1 Security Agreement. Section 20 of the Security Agreement is hereby deleted and replaced in its entirety with the following:

Section 20. Additional Secured Parties. The Debtor, Woodlaken, Jezebel, Pinetree (Barbados), Inc., Xxxxx Family LLC, F. Xxx Xxxxxxx, Xxxxx and Xxxxxxx Xxxxxxxxx, Pascal Partners, LLC, Xxxxxx Xxxxxxxx and Meriden Xxxxxx Corporation  401K Profit Sharing Plan, Xxxxxx Xxxxxx Trustee acknowledge that the Debtor may sell up to an additional $128,000 aggregate principal amount of promissory notes having substantially the same terms as the Notes (for a maximum aggregate principal amount of $1,700,000) and such parties, and all persons who become Secured Parties after the date hereof, agree that upon the sale of a promissory note and the execution of a joinder agreement in the form of Schedule B hereto by the purchaser thereof, (i) such purchaser shall be deemed a “Secured Party” hereunder and (ii) Schedule A hereto shall be amended to include all relevant information pertaining to such purchaser and the Note purchased by him, her or it. Schedule A as so amended shall be initialed or signed by the President of the Debtor.

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.

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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/ Xxxxx X. XxXxxxxxx, Xx. 

Name: Xxxxx X. XxXxxxxxx, Xx. 

Title: President 

WOODLAKEN LLC 

By: /s/ Xxxx X. Xxxxxxxxx 

Name: Xxxx X. Xxxxxxxxx  

Title: Manager 

JEZEBEL MANAGEMENT CORPORATION 

By: /s/ Xxxxxxx X. X’Xxxxxx 

Name: Xxxxxxx X. X’Xxxxxx 

Title: President 

PINETREE (BARBADOS) INC. 

By: /s/ J. Xxxxxx Xxxxxx 

Name: J. Xxxxxx Xxxxxx 

Title: President 

XXXXX FAMILY LLC 

By: /s/ Xxxxxxx X. Xxxxx 

Name: Xxxxxxx X. Xxxxx 

Title: Manager 

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/s/ F. Xxx Xxxxxxx 

F. Xxx Xxxxxxx 

/s/ Xxxxx Xxxxxxxxx 

Xxxxx Xxxxxxxxx 

/s/ Xxxxxxx Xxxxxxxxx 

Xxxxxxx Xxxxxxxxx 

PASCAL PARTNERS, LLC 

By: /s/ Xxxx Xxxxxxxxx 

Name: Xxxx Xxxxxxxxx 

Title: Managing Member 

/s/ Xxxxxx Xxxxxxxx 

Xxxxxx Xxxxxxxx 

Millennium Trust Co. LLC Custodian 

FBO Xxxxxx Xxxxxx Rollover XXX 00X000000 

By: /s/ Xxxxxx Xxxxxx 

Name: Xxxxxx Xxxxxx 

Title: 

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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
Xxxxx 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. Xxx Xxxxxxx	March 20, 2006	$	25,000.00
Woodlaken LLC	March 31, 2006	$	72,000.00
Xxxxx and Xxxxxxx Xxxxxxxxx	April 7, 2006	$	100,000.00
Pascal Partners, LLC	April 10, 2006	$	100,000.00
Xxxxx Family LLC	May 23, 2006	$	200,000.00
Xxxxxx Xxxxxxxx	June 13, 2006	$	25,000.00
Millennium Trust Co. LLC Custodian FBO Xxxxxx Xxxxxx Rollover XXX 00X000000	July 3, 2006	$	100,000.00

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