EXHIBIT
10.34

     

    AMENDMENT
TO PROMISSORY NOTE

     

    AMENDMENT, DATED OCTOBER 11, 2010, TO
PROMISSORY NOTE, dated as of February 26, 2010, made by and between Li-ion
Motors Corp., a Nevada corporation, with its principal offices located at 4894
Lone Mountain Road #168 (the “Borrower”) and Frontline Asset Management Inc., a
Nevada corporation, having an office at 4933 West Craig Rd. #126, Las Vegas, NV
89130 (the “Holder”).  Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such term in the Original
Note.

     

    WHEREAS, the Borrower and the Holder
are parties to that certain Promissory Note, dated February 26, 2010 (the
“Original Note”) pursuant to which the Borrower has borrowed the amount of
$2,000,000 from the Holder;

     

    WHEREAS, the Original Note provides
that the Maturity Date shall be March 1, 2011; and

     

    WHEREAS, the Borrower and the Holder
have agreed to extend the Maturity Date and to amend Section 4 of the Original
Note in order to provide the Borrower with additional time to secure financing;
and

     

    WHEREAS, in accordance with the terms
and conditions of the Original Note, the Borrower and the Holder hereby approve
the amendment of the Original Note as set forth herein.

     

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

     

    
      	
               
      

            	
              1.

            	
              By
      their respective execution of this Agreement, the Borrower and the Holder
      agree that the term “Maturity Date” shall mean March 1,
    2012.

            


    

     

    2.            By
their respective execution of this Agreement, the Borrower and the Holder agree
that Section 4 of the Original Note is hereby amended to read in its entirety as
follows:

     

    3.           By
their respective execution of this Agreement, the Borrower and the Holder agree
that Section 4 of the Original Note is hereby amended to read in its entirety as
follows:

     

    Section
4.  Maturity
Date.

     

    The
entire principal balance of this note, together with all accrued and unpaid
interest, shall be due and payable on March 1, 2012 ("maturity date"), unless
otherwise prepaid in accordance with the terms of this note.

     

    4.       
    Except as expressly provided herein, the Original Note
shall continue in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    LI-ION
      MOTORS CORP.

                  
	 
      	 
      	 
      
	 
      	
                    /s/
      Stacey Fling

                  	 
      
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    

     

    
      
        
          
            	 
      	
                    FRONTLINE
      ASSET MANAGEMENT INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Title: