AGREEMENT

Exhibit 10.63

AGREEMENT

AGREEMENT (this “Agreement”) dated as of April 28, 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”) and Pascal Partners, LLC (“Pascal” and, together with Woodlaken, Jezebel, Pinetree, Xxxxx, Xxxxxxx and Xxxxxxxxx, the “Investors”).

WITNESSTH:

WHEREAS, the Company has sold $1,247,000 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 April 30, 2006, as set forth in an agreement between the Company and certain of the Investors dated as of March 15, 2006;

WHEREAS, the Investors and the Company now wish to amend the Notes to extend their maturity date to June 30, 2006; 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 10,000 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 April 30, 2006 and substituting therefor a new maturity date of June 30, 2006.

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, the Company shall cause its transfer agent to issue new shares of Common Stock to each of the Investors in an amount equal to 10,000 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]

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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

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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

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