WITNESSETH:

Exhibit 10.8

MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (the "MOU"), dated as of July 31st,
2003, by and between PINETREE (BARBADOS), INC., a corporation formed under the
laws of Barbados ("Pinetree") and SOLOMON TECHNOLOGIES, INC., a Delaware
corporation ("Solomon") and TOWN CREEK INDUSTRIES, INC., a Maryland corporation
and a wholly owned subsidiary of Solomon Technologies, Inc. ("TCI").

WITNESSETH:

WHEREAS, Pinetree issued that certain Unsecured Convertible Promissory
Note to Solomon, dated January 19, 2001, (together with all amendments,
modifications, addenda and supplements, the "January 19 Note"), and Solomon was
originally required to pay all monies due and payable under the January 19 Note
on January 18, 2002; and

WHEREAS, Pinetree issued that certain Unsecured Convertible Promissory
Note to Solomon, dated June 18, 2001 (together with all amendments,
modifications, addenda and supplements, the "June 18 Note"), and Solomon was
originally required to pay all monies due and payable under the June 18 Note on
January 18, 2002 (the June 18 Note and January 19 Note shall be collectively
referred to as the "Notes"); and

WHEREAS, on January 19, 2001, Solomon executed that certain Undertaking
and Agreement, requiring Solomon to make certain representations and warranties,
as well as satisfy certain future conditions and covenants, as further
consideration for the Notes; and

WHEREAS, on January 30, 2002, Pinetree and Solomon entered into that
certain Convertible Promissory Note Extension, extending the due date of the
January 19 Note to March 31, 2002 (the "Maturity Date"); and

WHEREAS, pursuant to the Notes, Solomon was required to repay Pinetree,
on or before the Maturity Date, the outstanding principal and interest, plus
accrued costs and fees (the "Obligations"); and

WHEREAS, as of the date of this Agreement, Solomon has failed to repay
all monies due under the Notes; and

WHEREAS, Pinetree, on December 20, 2002, filed suit in the United
States District Court for the District of Maryland in a case styled Pinetree
(Barbados) Inc. x. Xxxxxxx Technologies, Inc., Civil Case No. 8:02-cv-04141,
seeking repayment of costs, interest and principal due under the Notes (the
"Lawsuit"); and

WHEREAS, Solomon has requested that Pinetree dismiss the Lawsuit and
waive any and

all defaults, including monetary defaults, currently existing under the Notes in
return for Solomon entering into the Secured Convertible Promissory Note, the
form of which is attached hereto as Attachment 1.1 (the "Secured Note") and the
Convertible Note Security Agreement, the form of which is attached hereto as
Attachment 2.1 (the "Security Agreement"), as well as TCI executing a Security
Agreement, the form of which is attached hereto as Attachment 2.2 (the "TCI
Security Agreement"), providing a security interest in all of TCI's Collateral,
as that term is defined in the TCI Security Agreement (the Secured Note,
Security Agreement and TCI Security Agreement, together with this MOU, shall
hereinafter be referred to as the "Settlement Documents", and the Secured Note
and Security Agreement, together with this MOU, shall hereinafter be referred to
as the "STI Settlement Documents"); and

WHEREAS, subject to Solomon executing the Secured Note and the Security
Agreement, in addition to this MOU, and TCI executing the TCI Security
Agreement, Pinetree is willing to dismiss the Lawsuit, with prejudice, as well
as waive all existing defaults; and

WHEREAS, Solomon and TCI have agreed to release Pinetree, Pinetree
Capital Corp., Genevest, Inc., and their officers and agents from any and all
legal actions and causes of action that Solomon and TCI claims to have, arising
from Pinetree's dealings with Solomon; and

WHEREAS, subject to Pinetree executing this MOU, Solomon is willing to
do so.

NOW THEREFORE, in consideration of the premises, and of the mutual
promises and undertakings of the parties, all as set forth herein, and with the
intention of being legally bound hereby, the parties hereto agree as follows:

SECTION 1. THE SECURED PROMISSORY NOTE

1.1. No later than five (5) business days after this MOU has been fully executed
(the "Effective Date"), Solomon shall execute the Secured Note in a form
substantially similar to the document attached hereto as Attachment 1.1, which
Secured Note replaces the Notes and includes the full amount of the outstanding
Obligations owed to Pinetree under the Notes, incorporating Pinetree's
attorney's fees and other costs incurred in commencing the Lawsuit as well as
drafting the Settlement Documents. Consequently, upon the issuance of the
Secured Note, the Notes shall be null and void and of no further effect, and
Pinetree shall promptly return the signed originals to Solomon, or if the
original Notes cannot be found, an affidavit of a Pinetree officer attesting to
the loss or destruction of the Notes and acknowledging the invalidity of the
Notes.

SECTION 2. THE CONVERTIBLE NOTE SECURITY AGREEMENTS

2.1. No later than five (5) business days after the Effective Date, Solomon
shall execute the Security Agreement, in a form substantially similar to the
document attached hereto as Attachment 2.1, which Security Agreement is intended
to grant an immediate security interest in all of its property to Pinetree, with
the exception of the Solomon Marine Applications, as defined in the Security
Agreement, until the Secured Note is fully satisfied.

2.2. No later than five (5) business days after the Effective Date, TCI shall
execute the TCI Security Agreement, in a form substantially similar to the
document attached hereto as Attachment 2.2, which Security Agreement is intended
to grant an immediate security interest in all of its property to Pinetree, with
the exception of the TCI Marine Applications, as defined in the TCI Security
Agreement, until the Secured Note is fully satisfied.

2.3. Nothing in the Security Agreement, the TCI Security Agreement or other
Settlement Documents shall be construed to prevent Solomon or TCI from
continuing to carry on its business in the ordinary course, except in the Event
of Default, as defined in the Settlement Documents.

2.4. Solomon has informed Pinetree that it may pursue its rights against Toyota
of America, Inc. and its affiliates, distributors and/or related parties
("Toyota") due to Toyota's alleged infringement on one or more patents,
including (without limitation) in the design, manufacturing, distribution, sale
and lease of the Prius, an electric/gasoline powered hybrid automobile (the
"Toyota Lawsuit"). Although Solomon agrees and consents that Pinetree shall have
a lien on all assets, accounts and monies owned by Solomon, including any net
proceeds from the Toyota Lawsuit, and without limiting the generality of Section
2.3, Pinetree hereby consents to Solomon's payment of a contingency fee
arrangement with legal counsel engaged in the Toyota Lawsuit of no more than
33.3% plus costs and expenses, from the net proceeds of the Toyota Lawsuit (the
"Contingency Fee"). Solomon agrees and consents that Solomon shall use all
proceeds of the Toyota Lawsuit in excess of the Contingency Fee to pay down the
Secured Note, up to and including the amount of the outstanding Obligations.

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1. Solomon warrants and represents to Pinetree that:

a. Organization and Qualification. Solomon is duly organized and is a
validly existing corporation under the laws of the state of Delaware, with full
power and authority to own its properties and to transact its business as now
transacted. Solomon is qualified to transact business in each jurisdiction where
the ownership of its properties or the transaction of its business requires such
qualification. An original Certificate of Good Standing from the Secretary of
State of Delaware is attached hereto as Attachment 3.1(a).

b. Authorization. The execution and delivery by Solomon of this MOU and
the STI Settlement Documents and the performance by Solomon of the transactions
herein contemplated (i) are and will be within its respective powers, (ii) has
been authorized by all necessary corporate action, and (iii) are not and will
not be in contravention of any order of court or other agency of government, of
law or of any indenture, agreement or undertaking to which Solomon is a party or
by which the property of Solomon is bound, or be in conflict with, result in a
breach of or constitute (with due notice and/or lapse of time) a default under
any such indenture, agreement or undertaking, or result in the imposition of any
lien, charge or encumbrance of any nature on any of the properties of Solomon,
other than the liens created by the Security Agreement and the TCI Security
Agreement. An original resolution or informal action of Solomon's Board of
Directors recognizing the outstanding indebtedness owed under the Secured Note
and approving the execution and delivery of this MOU, as well as the STI
Settlement Documents, is attached hereto as Attachment 3.1(b).

c. Valid, Binding and Enforceable. This MOU and any assignment or other
instrument, document or agreement executed and delivered by Solomon in
connection herewith, will be valid, binding and enforceable in accordance with
their respective terms, except to the extent that the taxes disclosed in
Schedule 3.1(f) take priority.

d. Litigation. Except for the Lawsuit and as set forth in Schedule
3.1(d), attached hereto and made a part hereof, there is no pending or
threatened proceeding by or before any court or governmental agency against or
affecting Solomon which, if adversely decided would have a material adverse
effect on the business, operations or financial condition of Solomon or on the
ability of Solomon to perform its obligations under this MOU or the other STI
Settlement Documents.

e. Title to Property. Solomon represents and warrants that it has good
and proper title to all property owned by it, and all property pledged as
Collateral in the STI Security Agreement, including the intellectual property
listed in the attached Schedule 3.1(e).

f. Taxes. Except as set forth in Schedule 3.1(f), all tax returns
required to be filed by Solomon have been properly prepared, executed and filed.
Except as set forth in Schedule 3.1(f), all taxes, assessments, fees and other
governmental charges upon Solomon in connection with any of its properties,
incomes, sales or franchises which are due and payable have been paid.

g. Financial Accounting Practice. Each financial statement submitted by
Solomon shall fairly present the financial condition and the results of
Solomon's business operation in all material respects as of the dates and for
the periods set forth therein, and any audited financial statement submitted by
Solomon to Pinetree shall be prepared in accordance with generally accepted
accounting principles in the United States of America ("GAAP"), subject to the
auditor's report issued thereon. Upon Pinetree's request, Solomon shall, at
Pinetree's expense, no more than once in any twelve (12) month period, consent
to Pinetree engaging an accounting firm to prepare audited financial statements
of Solomon's business operation.

h. Power To Carry On Business. Solomon has all requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as presently planned to be conducted.

i. Compliance with Laws. Except with respect to the taxes disclosed in
Schedule 3.1(f), Solomon is not in violation of any law, except for violations
which in the aggregate do not have a material adverse effect on its business,
operations or financial condition.

3.2. TCI warrants and represents to Pinetree that:

a. Organization and Qualification. TCI is duly organized and is a
validly existing corporation under the laws of the state of Maryland, with full

power and authority to own its properties and to transact its business as now
transacted. TCI is qualified to transact business in each jurisdiction where the
ownership of its properties or the transaction of its business requires such
qualification. An original Certificate of Good Standing from the Maryland State
Department of Assessment and Taxations is attached hereto as Attachment 3.2(a).

b. Authorization. The execution and delivery by TCI of this MOU and the
TCI Security Agreement and the performance by TCI of the transactions herein
contemplated (i) are and will be within its respective powers, (ii) has been
authorized by all necessary corporate action, and (iii) are not and will not be
in contravention of any order of court or other agency of government, of law or
of any indenture, agreement or undertaking to which TCI is a party or by which
the property of TCI is bound, or be in conflict with, result in a breach of or
constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of TCI, other than
the lien created by the TCI Security Agreement. An original resolution or
informal action of TCI's Board of Directors acknowledging and consenting to bind
TCI to the terms and obligations of TCI, as stated in this MOU and the TCI
Security Agreement, is attached hereto as Attachment 3.2(b).

c. Valid, Binding and Enforceable. This MOU and any assignment or other
instrument, document or agreement executed and delivered by TCI in connection
herewith, will be valid, binding and enforceable in accordance with their
respective terms.

d. Litigation. Except as set forth in Schedule 3.2(d), attached hereto
and made a part hereof, there is no pending or threatened proceeding by or
before any court or governmental agency against or affecting TCI which, if
adversely decided would have a material adverse effect on the business,
operations or financial condition of TCI or on the ability of TCI to perform its
obligations under this MOU or the TCI Security Agreement.

e. Title to Property. TCI represents and warrants that it has good and
proper title to all property owned by it, and all property pledged as Collateral
in the TCI Security Agreement, including the intellectual property listed in the
attached Schedule 3.2(e).

f. Taxes. Except as set forth in Schedule 3.2(f), all tax returns
required to be filed by TCI have been properly prepared, executed and filed.
Except as set forth in Schedule 3.2(f), all taxes, assessments, fees and other
governmental charges upon TCI or upon TCI in connection with of its properties,
incomes, sales or franchises which are due and payable have been paid.

g. Financial Accounting Practice. Each financial statement submitted by
TCI shall fairly present the financial condition and the results of TCI's
business operation in all material respects as of the dates and for the periods
set forth therein, and any audited financial statement submitted by TCI to
Pinetree shall be prepared in accordance with generally accepted accounting
principles in the United States of America ("GAAP"), subject to the auditor's
report issued thereon. Upon Pinetree's request, TCI shall, at Pinetree's
expense, no more than once in any twelve (12) month period, consent to Pinetree
engaging an accounting firm to prepare audited financial statements of TCI's
business operation.

h. Power To Carry On Business. TCI has all requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as presently planned to be conducted.

i. Compliance with Laws. Except with respect to the taxes disclosed in
Schedule 3.2(f), TCI is not in violation of any law, except for violations which
in the aggregate do not have a material adverse effect on its business,
operations or financial condition.

3.3. Pinetree warrants and represents that:

a. Organization and Qualification. Pinetree is a duly organized and is
a validly existing corporation under the laws of Barbados, with full power and
authority to own its properties and to transact its business as now transacted.
Pinetree is qualified to transact business in each jurisdiction where the
ownership of its properties or the transaction of its business requires such
qualification.

b. Authorization. The execution and delivery by Pinetree of this MOU
and the Settlement Documents and the performance by Pinetree of the transactions
herein contemplated (i) are and will be within its respective powers, (ii) has
been authorized by all necessary corporate action, and (iii) are not and will
not be in contravention of any order of court or other agency of government, of
law or of any indenture, agreement or undertaking to which Pinetree is a party
or by which the property of Pinetree is bound, or be in conflict with, result in
a material breach of or constitute (with due notice and/or lapse of time) a
material default under any such indenture, agreement or undertaking, or result
in the imposition of any lien, charge or encumbrance of any nature on any of the
properties of Pinetree. An original resolution or informal action of Pinetree's
Board of Directors approving the execution and delivery of this MOU, as well as
the Settlement Documents, is attached hereto as Attachment 3.3(b).

c. Valid, Binding and Enforceable. This Agreement and any assignment or
other instrument, document or agreement executed and delivered in connection
herewith, will be valid, binding and enforceable in accordance with their
respective terms.

d. Attorneys' Fees. Attached hereto as Attachment 3.3(d) is a true and
complete copy of all invoices, redacted to withhold attorney client
communications, submitted to Pinetree or its affiliate, by Pinetree's attorneys
in connection with commencing the Lawsuit and drafting the Settlement Documents.

SECTION 4. COVENANTS

4.1. Solomon covenants that on and after the date of execution of this MOU and
until the Obligations are indefeasibly paid and satisfied in full that, except
as expressly modified hereby, Solomon, its successors and assigns, shall
continue to observe and maintain compliance with all covenants, representations
and warranties expressly set forth in this MOU and the STI Settlement Documents.
The covenants of Solomon in this Section 4 deal with (a) actions which Solomon
has agreed to take, (b) certain obligations which Solomon has agreed to assume,
and (c) certain events that may transpire, from the date of execution of this
MOU and until full satisfaction of the Obligations.

4.2. Solomon hereby covenants and agrees, in consideration for the
accommodations contained herein, as follows:

x. Xxxxxxx will provide copies of the following to Pinetree promptly
after receipt thereof by Solomon: (i) written offers to purchase any type or
class of Solomon's stock; (ii) written commitment letters for financing and
investment in Solomon or any of Solomon's subsidiary entities, and (iii) copies
of Solomon's written response to each such offer to purchase Solomon stock, or
commitment letter for financing and investment, including proposed revisions,
substitutes or counteroffers, promptly upon Solomon giving such response. Prior
to providing such copies, Solomon shall be permitted to redact the names and
addresses of the parties and correspondents, and Pinetree agrees to treat as
confidential the information included in such copies in accordance with terms
and conditions of the Non-Disclosure Agreement attached hereto as Attachment
4.2(a), which Solomon and Pinetree shall execute no later than five (5) business
days after the Effective Date.

b. Unless Solomon is then a publicly listed company, Solomon shall
disclose to Pinetree the material terms, including the identity of any new
investor (except the identity of investors, if any, who impose disclosure
restrictions on Solomon), of the purchase and issuance of any type or class of
Solomon's stock within fifteen (15) business days following the closing of any
such purchase or issuance. Pinetree agrees to treat as confidential such terms
and names in accordance with the terms and conditions of the Non-Disclosure
Agreement, a form of which is attached hereto as Attachment 4.2(a).

x. Xxxxxxx will provide Pinetree with copies of any and all mailings,
notices, distributions or any other documents provided by Solomon to all of
Solomon's shareholders, relating to Solomon's or TCI's business, including, but
not limited to, notices of annual meetings and any and all communication from
any member of management, or any member of Solomon's Board of Directors,
intended to be disseminated to Solomon's shareholders.

x. Xxxxxxx hereby covenants and agrees in consideration of the
accommodations contained herein, that Solomon shall not, directly or indirectly,
at any time, disparage or defame the commercial, business or financial
reputation of Pinetree, Pinetree Capital Corp., Pinetree's investee companies,
subsidiaries or affiliates, or Pinetree and Pinetree Capital Corp.'s officers,
directors or agents, in any form or medium.

4.3. Further Assurances. Solomon hereby agrees to take all such actions and to
execute and/or deliver to Pinetree all such documents, assignments, financing
statements and other documents, as Pinetree may reasonably require from time to
time, to effectuate and implement the purposes of this Agreement.

4.4. Financial Statements. Solomon shall keep proper books and records in which
true and complete entries shall be made of all dealings or transactions of or in
relation to the Collateral and Solomon's business, in accordance with section
3.1(g) of this MOU, and Solomon shall furnish or cause to be furnished to
Pinetree: (i) within seventy five (75) days after the Effective Date, a copy of
its compiled, unaudited financial statements (including balance sheets,
statements of income and loss, statements of cash flow, and statements of
shareholders' equity) for the year ending December 31, 2002, or its audited

financial statements, if any exist; (ii) within forty five (45) days after the
end of each fiscal quarter while any Obligations remain outstanding, quarterly
unaudited consolidated and consolidating financial statements (including balance
sheets, statements of income and loss, statements of cash flow, and statements
of shareholders' equity), all in reasonable detail, fairly presenting Solomon's
consolidated financial position and the results of its operations as of and for
such quarter; (iii) within ninety (90) days after the end of each calendar year
while any Obligations remain outstanding, Solomon shall provide consolidated and
consolidating financial statements (including balance sheets, statements of
income and loss, statements of cash flow, and statements of shareholders'
equity), and the accompanying notes thereto, all in reasonable detail, fairly
presenting Solomon's consolidated financial position and the results of its
operations as of the end of and for such calendar year, or its consolidated
audited financial statements, if any exist; and (iv) within forty five (45) days
after filing, copies of annual federal tax returns filed on behalf of Solomon
and subsidiaries of Solomon, including, but not limited to, TCI.

4.5. Maintenance of Existence. Solomon shall at all times preserve, renew and
keep in full force and effect its corporate existence and rights and maintain in
full force and effect all permits, governmental licenses, trademarks,
tradenames, approvals, authorizations, leases and contracts which Xxxxxxx xxxxx
are reasonably necessary to carry on the business as presently or proposed to be
conducted. Solomon shall provide Pinetree, with thirty (30) days prior written
notice of any of the following occurrences: (i) annual shareholder meeting, or
(ii) election for a seat on the Board of Directors.

4.6. Special Bankruptcy Provisions. Solomon hereby agrees that if Solomon shall:

a. file with any bankruptcy court or be the subject of any petition
under Title 11 of the U.S. Code, as amended;

b. be the subject of any order for relief issued under such Title 11 of
the U.S. Code, as amended;

c. file or be the subject of any petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any present or future federal or state act or law relating to
bankruptcy, insolvency, or other relief for debtors;

d. seek, consent to, or acquiesce in the appointment of any trustee,
receiver, conservator, or liquidator; or

e. be the subject of any order, judgment, or decree entered by any
court of competent jurisdiction approving a petition filed against Solomon for
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future federal or state act
or law relating to bankruptcy, insolvency, or relief for debtors,

relief from any automatic stay imposed by Section 362 of Title 11 of the U.S.
Code, as amended, or from any other stay or suspension of remedies imposed in
any other manner with respect to the exercise of the rights and remedies
otherwise available to Pinetree with respect to the Collateral under the
Settlement Documents, and (ii) acknowledges and stipulates that Solomon cannot
provide Pinetree with adequate protection (as that term is defined in Section
361 of the Bankruptcy Code) and therefore it will not use or seek approval for
continued use of, any of Pinetree's cash collateral (as that term is defined in
Section 363 of the Bankruptcy Code), including any of the Collateral.

4.7. TCI covenants that on and after the date of execution of this MOU and until
the Obligations are indefeasibly paid and satisfied in full that, except as
expressly modified hereby, TCI shall continue to observe and maintain compliance
with all covenants, representations and warranties of TCI expressly set forth in
this MOU and the TCI Security Agreement. The covenants of TCI in this Section 4
deal with (a) actions which TCI has agreed to take, (b) certain obligations
which TCI has agreed to assume, and (c) certain events that may transpire, from
the date of execution of this MOU and until full satisfaction of the
Obligations.

4.8. TCI hereby covenants and agrees, in consideration for the accommodations
contained herein, as follows:

a. To the extent not prohibited by law, TCI will provide copies of the
following to Pinetree promptly after receipt thereof by TCI: (i) written offers
to purchase any type or class of TCI's stock; (ii) written commitment letters
for financing and investment in TCI or any of TCI's subsidiary entities, and
(iii) copies of TCI's written response to each such offer to purchase TCI stock,
or commitment letter for financing and investment, including proposed revisions,
substitutes or counteroffers, promptly upon TCI giving such response. Prior to
providing such copies, TCI shall be permitted to redact the names and addresses
of the parties and correspondents, and Pinetree agrees to treat as confidential
the information included in such copies in accordance with terms and conditions
of the Non-Disclosure Agreement attached hereto as Attachment 4.8(a), which TCI
and Pinetree shall execute no later than five (5) business days after the
Effective Date.

b. Unless TCI is then a publicly listed company, TCI shall disclose to
Pinetree the material terms, including the identity of any new investor (except
the identity of investors, if any, who impose disclosure restrictions on TCI),
of the purchase and issuance of any type or class of TCI's stock within fifteen
(15) business days following the closing of any such purchase or issuance.
Pinetree agrees to treat as confidential such terms and names in accordance with
the terms and conditions of the Non-Disclosure Agreement, a form of which is
attached hereto as Attachment 4.8(a).

c. TCI will provide Pinetree with copies of any and all mailings,
notices, distributions or any other documents provided by TCI to all of TCI's
shareholders, relating to TCI's business, including, but not limited to, notices
of annual meetings and any and all communication from any member of management,
or any member of TCI's Board of Directors, intended to be disseminated to TCI's
shareholders.

d. TCI hereby covenants and agrees in consideration for the
accommodations contained herein that TCI shall not, directly or indirectly, at
any time, disparage or defame the commercial, business or financial reputation
of Pinetree, Pinetree Capital Corp., Pinetree's investee companies, subsidiaries
or affiliates, or Pinetree and Pinetree Capital Corp.'s officers, directors or
agents, in any form or medium.

4.9. Further Assurances. TCI hereby agrees to take all such actions and to
execute and/or deliver to Pinetree all such documents, assignments, financing
statements and other documents, as Pinetree may reasonably require from time to
time, to effectuate and implement the purposes of this Agreement.

4.10. Financial Statements. TCI shall keep proper books and records in which
true and complete entries shall be made, in accordance with Section 3.2(g) of
this MOU, of all dealings or transactions of or in relation to the Collateral
and TCI's business. TCI shall furnish or cause to be furnished to Pinetree,
within seventy five (75) days after the Effective Date, a copy of its compiled,
unaudited financial statements (including balance sheets, statements of income
and loss, statements of cash flow, and statements of shareholders' equity) for
the year ending December 31, 2002, or its audited financial statements, if any
exist. TCI, for each fiscal quarter and fiscal year, from the date hereof until
the Obligations are paid in full and satisfied, shall cause Solomon to provide
copies of TCI's compiled, unaudited statements (including balance sheets,
statements of income and loss, statements of cash flow, and statements of
shareholders' equity), or its audited financial statements, in accordance with
Section 4.4 of this MOU.

4.11. Maintenance of Existence. TCI shall at all times preserve, renew and keep
in full force and effect its corporate existence and rights and maintain in full
force and effect all permits, governmental licenses, trademarks, tradenames,
approvals, authorizations, leases and contracts which TCI deems are reasonably
necessary to carry on the business as presently or proposed to be conducted. TCI
shall provide Pinetree, with thirty (30) days prior written notice of any of the
following occurrences: (i) annual shareholder meeting, or (ii) election for a
seat on the Board of Directors.

4.12. Special Bankruptcy Provisions. TCI hereby agrees that if TCI shall:

a. file with any bankruptcy court or be the subject of any petition
under Title 11 of the U.S. Code, as amended;

b. be the subject of any order for relief issued under such Title 11 of
the U.S. Code, as amended;

d. seek, consent to, or acquiesce in the appointment of any trustee,
receiver, conservator, or liquidator; or

that any such event shall constitute an Event of Default hereunder (provided,
however, that in any such case, if the same is dismissed or vacated within 30
days of being instituted, then any such default shall be deemed cured, and TCI:
(i) agrees that it will not contest, object to, or interpose any defense, all of
which are waived, with respect to any motion by Pinetree seeking relief from any
automatic stay imposed by Section 362 of Title 11 of the U.S. Code, as amended,
or from any other stay or suspension of remedies imposed in any other manner
with respect to the exercise of the rights and remedies otherwise available to
Pinetree with respect to the Collateral under the Settlement Documents, and (ii)
acknowledges and stipulates that Solomon cannot provide Pinetree with adequate
protection (as that term is defined in Section 361 of the Bankruptcy Code) and
therefore it will not use or seek approval for continued use of, any of
Pinetree's cash collateral (as that term is defined in Section 363 of the
Bankruptcy Code), including any of the Collateral.

4.13. Pinetree hereby covenants and agrees in consideration for the
accommodations contained herein, that Pinetree shall not, directly or
indirectly, disparage or defame the commercial, business or financial reputation
of Solomon or TCI, or Solomon's or TCI's customers, subsidiaries or affiliates,
in any form or medium.

SECTION 5. DEFAULTS

5.1. Events of Default. The occurrence of one or more of the following described
events is an Event of Default:

x. Xxxxxxx'x failure to cure within fifteen (15) business days after
receipt of written notice from Pinetree of the occurrence of an Event of Default
under the Settlement Documents; or

x. Xxxxxxx'x failure to cure within fifteen (15) business days after
receipt of written notice from Pinetree of Solomon's breach of any part or
subsection of Sections 3.1(a), 3.1(b), 3.1(f), 3.1(g) or 4.2 of this MOU; or

x. Xxxxxxx'x failure to cure within fifteen (15) business days after
receipt of written notice from Pinetree of a material breach of any other of its
representations, warranties, covenants or other undertakings under this MOU or
any of the STI Settlement Documents; or

d. TCI's failure to cure within fifteen (15) business days after
receipt of written notice from Pinetree of TCI's breach of any part or
subsection of Sections 3.2(a), 3.2(b), 3.2(g), or 4.8 of this MOU; or

e. TCI's failure to cure within fifteen (15) business days after
receipt of written notice from Pinetree of a material breach of any of its
representations, warranties or other undertakings under this MOU or the TCI
Security Agreement; or

f. Failure of Solomon to pay all Obligations under the Secured Note on
or before the Maturity Date; or

g. Pinetree's failure to cure within fifteen (15) business days after
receipt of written notice from Solomon or TCI of a breach of any of its
representations, warranties, covenants or other undertakings under this MOU or
any of the Settlement Documents.

5.2. Upon an Event of Default of Solomon or TCI, Pinetree may immediately
proceed to enforce all rights and remedies stated in the Settlement Documents,
and this MOU, by contract or applicable law, without further notice to Solomon.

5.3. Upon an Event of Default of Pinetree, Solomon or TCI may immediately
proceed to enforce all rights and remedies stated in the Settlement Documents,
and this MOU, by contract or applicable law, without further notice to Pinetree.

SECTION 6. MISCELLANEOUS

6.1. All capitalized terms used herein and not defined herein shall have the
meaning ascribed to such term in the Settlement Documents.

6.2. This MOU may be executed in any number of counterparts, each of which when
so executed and delivered shall be an original, but such counterparts shall
together constitute but one and the same instrument.

6.3. This MOU shall not be modified or amended except by an instrument in
writing signed by duly authorized representatives of the parties.

6.4. Pinetree, Solomon and TCI each warrant that the terms and conditions of
this MOU were fully read and understood and that they constitute the entire
agreement between the parties.

6.5. If any one or more provisions of this MOU shall be found to be illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

6.6. This MOU may not be assigned by either party except without the express
written approval of the other. This MOU shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties, except as
otherwise herein provided.

6.7. In the event of a breach of this MOU by a party hereto, the non-breaching
party shall be entitled to all rights and remedies available at law or in equity

including, without limitation, specific performance and shall be entitled to
seek relief in the federal and state courts of, or located in the State of
Maryland and the parties hereto consent to the jurisdiction and venue of said
federal and state courts.

6.8. All of the covenants, agreement, representations and warranties contained
in the Settlement Documents and this MOU shall bind the parties hereto and
successors and assigns.

6.9. Waiver of Jury Trial. Solomon, TCI and Pinetree each hereby waives any and
all rights either of them may have to a jury trial in connection with any
litigation commenced by or against any of the parties to this MOU with respect
to rights and obligations of the parties hereto under this MOU or under the
Settlement Documents.

6.10. Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by
the laws of the State of Maryland, without regard to the conflict of laws
provisions thereof. Solomon, TCI and Pinetree each irrevocably consent to the
exclusive jurisdiction of the State of Maryland and the United States District
Court for the District of Maryland, Northern Division, in any and all actions
and proceedings whether arising hereunder or under this MOU or the Settlement
Documents. Solomon, TCI and Pinetree each irrevocably agrees to service of
process by certified mail return receipt requested to the principal office
address for such party, which addresses are as follows. Any party to this MOU
may change its principal office by providing written notice to the other
parties.

If to Solomon or TCI:

Solomon Technologies, Inc.
X.X. Xxx 000
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx. X.X.X. 00000
Attention: Xxxxx X. Tether
Telefax; 000-000-0000
e-mail: xxxxx@xxx.xxx

If to the Pinetree:

Pinetree (Barbados) Inc.
c/x Xxxx, Xxxxx & Co.
The Gables
Haggat Hall
St. Xxxxxxx
Barbados
Attention: Xxxxxx Xxxxxx
Tel: 000.000.0000
Fax: 000.000.0000

with a copy to:

Pinetree Capital Corp.
The Exchange Tower
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
P.O. Box 47
Toronto Ontario Canada
M5X lA9
Attention: Xxxxx Xxxxxxxx
Telefax: (000) 000-0000
e-mail: xxxxxxxx@xxxxxxxxxxxxxxx.xxx

6.11. Release of Pinetree. As a material inducement to Pinetree to enter into
this MOU, Solomon and TCI (a) except for the obligations of Pinetree expressly
set forth in the Settlement Documents, do hereby remise, release, acquit,
satisfy and forever discharge Pinetree, Pinetree Capital Corp. and Genevest,
Inc., and all of their past, present and future officers, directors, employees,
agents, attorneys, representatives, participants, heirs, successors and assigns,
from any and all manner of debts, accounting, bonds, warranties,
representations, covenants, promises, contracts, controversies, agreements,
liabilities, obligations, expenses, damages, judgments, executions, actions,
claims, demands and causes of action of any nature whatsoever, whether at law or
in equity, which Solomon and TCI have by reason of any matter, cause or thing,
from the beginning of the world to and including the date of this Agreement with
respect to any matters, transactions, occurrences, agreement, actions, or events
arising out of, in connection with or relating to any and all dealings,
transactions, matters or occurrences between Solomon and TCI, on the one hand,
and Pinetree on the other, including but not limited to the Notes or the Term
Sheet between Pinetree Capital Corp. and Solomon, dated January 8, 2001, the
Undertaking and Agreement dated January 19, 2001, and the Convertible Promissory
Note Extension dated January 30, 2002; and (b) do hereby covenant and agree
never to institute or cause to be instituted or continue prosecution of any suit
or other form of action or proceeding of any kind or nature whatsoever against
Pinetree, Pinetree Capital Corp. or Genevest, Inc., or any of their past,
present or future officers, directors, employees, agents, attorneys,
representatives, participants, heirs, successors or assigns, by reason of or in
connection with any of the foregoing matters, claims or causes of action.
Solomon and TCI each expressly acknowledge and agree that Pinetree's consent to
enter into this MOU and the Settlement Documents shall not be construed as an
admission of wrongdoing, liability or culpability on the part of Pinetree,
Pinetree Capital Corp. or Genevest, Inc., or the existence of any claims of
Solomon against Pinetree, Pinetree Capital Corp., or Genevest, Inc.

6.12. Release of Solomon. As a material inducement to Solomon to enter into this
MOU, Pinetree (a) except for the obligations of Solomon expressly set forth in
the Settlement Documents, does hereby remise, release, acquit, satisfy and
forever discharge Solomon and TCI and all of their past, present and future
officers, directors, employees, agents, attorneys, representatives,
participants, heirs, successors and assigns, from any and all manner of debts,
accounting, bonds, warranties, representations, covenants, promises, contracts,
controversies, agreements, liabilities, obligations, expenses, damages,
judgments, executions, actions, claims, demands and causes of action of any

nature whatsoever, whether at law or in equity, which Pinetree has by reason of
any matter, cause or thing, from the beginning of the world to and including the
date of this Agreement with respect to any matters, transactions, occurrences,
agreement, actions, or events arising out of, in connection with or relating to
any and all dealings, transactions, matters or occurrences between Solomon or
TCI on the one hand, and Pinetree or Pinetree's affiliates on the other hand,
including but not limited to the Notes, the Term Sheet between Pinetree Capital
Corp. and Solomon, dated January 8, 2001, the Undertaking and Agreement dated
January 19, 2001, and the Convertible Promissory Note Extension dated January
30, 2002; and (b) does hereby covenant and agree never to institute or cause to
be instituted or continue prosecution of any suit or other form of action or
proceeding of any kind or nature whatsoever against Solomon or TCI, or any of
their past, present or future officers, directors, employees, agents, attorneys,
representatives, participants, heirs, successors or assigns, by reason of or in
connection with any of the foregoing matters, claims or causes of action.
Pinetree expressly acknowledges and agrees that neither Solomon's nor TCI's
consent to enter into this MOU and the Settlement Documents shall not be
construed as an admission of wrongdoing, liability or culpability on the part of
Solomon or TCI or the existence of any claims of Pinetree against Solomon or
TCI. No later than five (5) business days after the Effective Date, Pinetree
shall cause Pinetree Capital Corp. and Genevest, Inc. to sign a General Release
of All Claims containing language substantially similar to the document attached
hereto as Attachment 6.12.

6.13. Dismissal of Lawsuit. As a material inducement to Solomon to enter into
this MOU, immediately upon the execution of this MOU, the parties shall cause a
Stipulation of Dismissal With Prejudice to be filed in the Lawsuit.

6.14. Advice of Counsel. Each of the parties acknowledges that it has consulted
with independent legal counsel concerning this Agreement and knowingly and
voluntarily hereby waives the rights described therein or affected thereby.

IN WITNESS WHEREOF, Pinetree (Barbados), Inc., Solomon Technologies,
Inc. and Town Creek Industries, Inc. have duly executed this Memorandum of
Understanding as of the date first written above.

PINETREE (BARBADOS) INC.

/s/ Dr. J. XXXXXX XXXXXX
By: Dr. J. Xxxxxx Xxxxxx
Title: President

PINETREE (BARBADOS) INC.

/s/ XXXXX XXXXXXXX
By: Xxxxx Xxxxxxxx
Title: Director

SOLOMON TECHNOLOGIES, INC.

/s/ XXXXX X. TETHER
-------------------
By: Xxxxx X. Tether
Title: President and CEO

TOWN CREEK INDUSTRIES,INC.,
a wholly owned subsidiary of
Solomon Technologies, Inc.

/s/ XXXXX X. TETHER
-------------------
By: Xxxxx X. Tether
Title:

SCHEDULE OF ATTACHMENTS

Attachment 1.1 Form of Secured Note Attachment 2.1 Form of STI Security
Agreement Attachment 2.2 Form of TCI Security Agreement Attachment 3.1(a)
Solomon Good Standing Certificate Attachment 3.1(b) Resolution of STI Board of
Directors Schedule 3.1(d) Solomon Litigation Disclosure Schedule 3.1(e) Solomon
Intellectual Property Schedule Schedule 3.1(f) Solomon Taxes Disclosure
Attachment 3.2(a) TCI Good Standing Certificate Attachment 3.2(b) Resolution of
TCI Board of Directors Schedule 3.2(d) TCI Litigation Disclosure Schedule 3.2(e)
TCI Intellectual Property Schedule Schedule 3.2(f) TCI Taxes Disclosure
Attachment 3.3(b) Resolution of Pinetree Board of Directors
Attachment 3.3(d) Copies of Pinetree's Redacted Attorney's Invoices Attachment
4.2(a) Form of Non-Disclosure Agreement by Pinetree and Solomon Attachment
4.8(a) Form of Non-Disclosure Agreement by Pinetree and TCI Attachment 6.12 Form
of Release by Pinetree Capital Corp. and Genevest, Inc.

SCHEDULE 3.1(d)

STI Litigation Disclosure

1. Except for the Lawsuit filed by Pinetree (Barbados), proceedings related to
the tax obligations disclosed in Schedule 3.1(f) of this MOU, and the Xxxxxx
matter described below, there are no pending or threatened proceedings against
or affecting Solomon which, if adversely decided, would have a material adverse
effect on the business, operations or financial condition of Solomon or on the
ability of Solomon to perform its obligations under this MOU or the other
Settlement Documents.

2. Xxxxxx Dispute. In 2002, Solomon sold a beta motor system to Stuart "Xxxx"
Xxxxxx under the terms of a Beta Sales Agreement. After refusing to purchase and
install a larger generator and more powerful batteries, both of which are
required to properly power the motor size purchased by Xxxxxx, Xxxxxx then
claims he sailed his boat for a few days down the Intercoastal Waterway, but
then had trouble docking his sailboat because the batteries and/or the motor
system stopped functioning. When notified, Solomon immediately dispatched a
technician to North Carolina, who discovered that Xxxxxx'x batteries died
because of a defective fuse which was part of the generator which powered the
motor system. Solomon immediately replaced the fuse and the system functioned.
Nonetheless, in contravention of the terms of his Beta Sales Agreement, Xxxxxx
removed the engine and replaced it with a diesel engine, and began to make
outrageous claims to third parties that Solomon's motor system almost killed
him, and threatened to xxx Xxxxxxx. In response, Solomon notified Xxxxxx, who
also failed to pay the remainder of his xxxx (about $15,000), that Solomon would
impound his boat unless Xxxxxx returned the motor system and paid the fees due.
Subsequently, Xxxxxx'x lawyer informed Solomon that Xxxxxx does not intend to
xxx Xxxxxxx, but that Xxxxxx disputed his obligations to return the motor and
pay the fees claimed. Solomon believes it has claims against Xxxxxx for, among
other things, breach of contract and defamation. If Xxxxxx were to xxx or
countersue Xxxxxxx, Xxxxxxx believes that it has strong defenses.

SCHEDULE 3.1(e)

STI Intellectual Property Schedule

1. Registered & Pending Patents.

COUNTRY FILED SERIAL # ISSUED PATENT # STATUS

METHOD AND APPARATUS FOR PROPELLING A MARINE VESSEL

EUROPEAN PATENT CO 04/29/96 97922660.2 Pending

JAPAN 04/29/97 9-539268 Published

UNITED STATES 04/29/96 08/639,436 01/26/99 5,863,228 Issue

WIPO 04/29/97 PCT/US97/ National Phase
07556 entered - Chapter
II demand filed
10/27/97

SYSTEM AND APPARATUS FOR A MULTIPLE INPUT AND DUAL OUTPUT ELECTRIC DIFFERENTIAL MOTOR TRANSMISSION DEVICE

JAPAN 11/04/97 10-523770 PUBLISHED

UNITED STATES 11/19/96 08/751,982 12/22/98 5,851,162 ISSUED

WIPO 11/04/97 PCT/US97/ National Phase
20916 entered - Chapter
II demand filed
05/20/98

2. Registered and Pending Trademarks (U.S.).

Xxxx FILED SERIAL # REG'D REG # STATUS

Electric Wheel [and stylized 10/14/97 75372371 12/14/99 2,300,535 Registered
design]

[GRAPHIC OMITTED]

Solomon Technologies [and wave 12/22/97 75408083 N/A N/A Pending ITU. First extension of time
design] to file statement of use granted
04/16/03.
[GRAPHIC OMITTED]

Solomon Technologies 11/24/97 75395260 N/A N/A Pending ITU. First extension of time
to file statement of use granted
04/23/03.

3. Registered Copyrights.

None.

SCHEDULE 3.1(f)

STI Taxes Disclosure

1. State.

Due, but unpaid, Maryland taxes are $27,000 give or take a few hundred,
including penalties and interest. The State of Maryland has filed tax liens
against STI in both St. Mary's County and Xxxxxxx County. However, STI has
entered into a payment plan with the State of Maryland in connection with such
taxes.

Due, but unpaid, Maryland employment taxes are $3,000, plus interest
and penalties. The State of Maryland has filed tax liens against STI in both St.
Mary's County and Xxxxxxx County. However, STI has entered into a payment plan
with the State of Maryland in connection with such taxes.

2. Federal.

Due, but unpaid, federal taxes are $160,000, plus interest and
penalties. STI has engaged a law firm (called 20/20) which specializes in
negotiating federal tax debt settlements.

SCHEDULE 3.2(d)

TCI Litigation Disclosure

Nothing to disclose.

SCHEDULE 3.2(e)

TCI Intellectual Property Schedule

1. Registered and Pending Patents.

COUNTRY FILED SERIAL # ISSUED PATENT # STATUS

DUAL-INPUT INFINITE-SPEED INTEGRAL MOTOR AND TRANSMISSION DEVICE

AUSTRALIA 11/19/91 90067/91 11/19/94 551,644 ISSUED
CANADA 11-19/91 2,096,842 01/28/03 2,096,642 ISSUED
JAPAN 11/19/91 4-502318 01/31/03 3,394,771 ISSUED published
for six-month
opposition period
04/7/03
south korea 11/19/91 701571/1993 01/07/99 187697 ISSUED
united States 11/28/90 07/618,934 11/26/91 5,067,932 ISSUED

2. Registered and Pending Trademarks.

None.

3. Registered Copyrights.

None.

SCHEDULE 3.2(f)

TCI Taxes Disclosure

Nothing to disclose.

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