EXHIBIT
10.35

     

    AMENDMENT
TO LICENSE AGREEMENT

     

    AMENDMENT, DATED AS OF OCTOBER 11,
2010, TO LICENSE AGREEMENT, dated as of May 28, 2010 (“License Agreement”), made
by and between Li-ion Motors Corp., a Nevada corporation, with its principal
offices located at 4894 Lone Mountain Road, Las Vegas, Nevada 89130 (the
“Licensor”), and Lithium Electric Vehicle Corp., having an office in the city of
Calgary, in the Province of Alberta (the “Licensee”).  Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to such term in the License Agreement.

     

    WHEREAS, the Licensor and the Licensee
are parties to that certain License Agreement, dated May 28, 2010;

     

    WHEREAS, the License Agreement does not
provide for a fixed term for the license rights granted under the License
Agreement; and

     

    WHEREAS, the Licensor and the Licensee
have agreed to provide for a term of 10 years for the License Agreement;
and

     

    WHEREAS, in accordance with the terms
and conditions of the License Agreement, the Licensor and the Licensee hereby
approve the amendment of the License Agreement as set forth herein.

     

    NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants contained herein, the parties agree as
follows:

     

    
      	
               
      

            	
              2.

            	
              By
      their respective execution of this Agreement, the Licensor and the
      Licensee agree that the term of the License Agreement shall be ten (10)
      years from the May 28, 2010 effective date of the License
      Agreement.

            


    

     

    2.            By
their respective execution of this Agreement, the Licensor and the Licensee
agree that the License Agreement shall be amended by the addition of a new
Section 2.3 to read in its entirety as follows:

     

    2.3           The
term of this Agreement shall be for a period of ten (10) years from the
effective date set forth above, subject to the provisions hereof providing for
earlier termination upon the occurrence of an event of default or otherwise as
provided herein.

     

    3.            Except
as expressly provided herein, the License Agreement shall continue in full force
and effect.

     

    
      
        
          	 
      	
                  LI-ION
      MOTORS CORP.

                	 
      
	 
      	 
      	 
      
	 
      	
                  /s/
      Stacey Fling

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Name:
      Stacey Fling

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:
      President

                	 
      


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  LITHIUM
      ELECTRIC VEHICLE CORP.

                	 
      
	 
      	 
      	 
      
	 
      	
                  /s/
      Rahim Mohamed

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  Name:
      Rahim Mohamed

                	 
      
	 
      	 
      	 
      
	 
      	
                  Title:  President