EXHIBIT
10.33

    


    [SCANNED
COPY]

    


    PROMISSORY
NOTE

    Dated:

    


    
      	
              1.

            	
              Principal.

            


    

    


    FOR VALUE
RECEIVED, the undersigned, Li-ion Motors, Corp., whose address is 4894 Lone
Mountain Road#168,LasVegas,NV 89130aNevadacorporation("Borrower"),promises to
pay to Frontline Asset Management Inc." a Nevada corporation (“Lenderl”), whose
address is, 4933 West Craig Road #126, Las Vegas. NY 89130, the principal sum of
Two Million Dollars ($2,000,000.00), with annual interest thereon calculated in
accordance with the terms and provisions provided below. All sums owing under
this note are payable in lawful money of the United States of
America.

    


    2.
Interest.

    


    Interest
accrued on this note shall be payable at a fixed annual rate of Twelve Percent
(12%), until such time as this note is paid in full.

    


    All
amounts required to be paid under Lender's note shall be payable at Lender's
office located at 4894 Lone Mountain Road #168, Las Vegas. NV 89130, or at
another place as Lender, from time to time, may designate in
writing.

    


    Interest
calculations shall be based on a 360-day year and charged on the basis of actual
days elapsed.

    


    If any
required payment is not paid on or before the last business day of the month in
which it becomes due, Borrower shall pay, at Lender's option, a late or
collection charge not exceeding 5% of the amount of the unpaid amount Further,
the amount of each payment that is not paid on or before the last business day
of the month in which it became due shall bear interest from the last business
day until paid at the rate or rates charged from time to time 011the principal
owing under this rate.

    


    3.
Monthly Installments.

    


    Monthly
Installments of Interest With Balloon Payment. Successive installments of
interest only, each in
the amount of$20,000.00, shall be paid on the first day of each month commencing
on April 1, 2010, and continuing thereafter until March 1, 2011, at which time
the entire unpaid balance, together with accrued interest, shall be due and
payable in full.

    


    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, 2011 ("maturity date"), unless
otherwise prepaid in accordance with the terms of this note.

    


    5.
Security.

    


    (a) This
note is secured by, among other things, a Deed of Trust and security agreement
("Deed of Trust") bearing the date of this note, executed and delivered by
Borrower, as mortgagor, to Lender, as Mortgagee, encumbering property in Iredell
County, North Carolina as more fully described in the Deed of
Trust.

    


    (b) This
note is further secured by additional collateral documentation, including
assignments and guarantees ("security documents"), which were executed and
delivered to Lender on the date of this note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (c) All
of the agreements, conditions, covenants, provisions, and stipulations contained
in the Deed of Trust and security documents that are to be kept and performed by
Borrower and any guarantors of the note, are made hereby a part of this note to
the same extent and with the same force and effect as if they were set forth
fully herein, and Borrower covenants and agrees to keep and perform them 01'
cause them to be kept and performed strictly in accordance with their
terms.

    


    6.
Prepayment.

    


    Borrower
may prepay the whole or any portion of this note all any date, upon five days'
notice to Lender. Any payments of the principal sum received by Lender under the
terms of tins note shall be applied in the following order of priority: (a)
first, to any accrued interest due and unpaid as of the date of payment; (b)
second, to the outstanding principal sum; and (c) the balance, if any, to any
accrued, but not yet due and payable, interest.

    


    7. Late
Charge.

    


    If any
required payment, including the final payment due on the maturity date, is not
paid within 15 days from and including the date upon which it was due (whether
by acceleration or otherwise), then, in each such event, all past due amounts
shall be subject to a late penalty of five cents on every dollar owed (the “late
penalty”). This late penalty shall be in addition to any other interest due as
provided for in Paragraph 2 and in addition to all other rights and remedies
provided herein or by law for the benefit ofthe holder on a default. The
acceptance of any payment by the holder of the note shall not act to restrict
the holder at all in exercising any other rights under the note or the law, to
waive or release Borrower from any obligations contained herein, or to extend
the time for payments due under this note.

    


    8.
Default and Remedies.

    If
Borrower fails to pay interest on the date on which it falls due or to perform
any of the agreements, conditions, covenants, provisions, or stipulations
contained in this note, in the Deed of Trust, or in the security documents, then
Lender, at its option and without notice to Borrower, may declare immediately
due and payable the entire unpaid balance of principal with interest from the
date of default at the rate of 12% per year (or the highest rate permitted by
law if this rate is less than 12% per year) and all other sums due by Borrower
hereunder or under the Deed of Trust, anything herein or in the Deed of Trust to
the contrary notwithstanding. Payment of this sum may be enforced and recovered
in whole or in part at any time by one or more of the remedies provided to
Lender in this note, in the Deed of Trust, or in the security documents. In that
case, Lender also may recover all costs in connection with suit, a reasonable
attorney's fee for collection, and interest all any judgment obtained by Lender
at the rate of 12% per year.

    


    The
remedies of Lender and the warrants provided in this note, the Deed of Trust, or
the security documents shall be cumulative and concurrent, and they may be
pursued singly, successively, or together at the sole discretion of Lender. They
may be exercised as often as occasion shall occur, and failing to exercise one
shall in no event be construed as a waiver or release of it.

    


    9.
Attorneys' Fees and Costs.

    


    If Lender
engages any attorney to enforce or construe any provision of this note or the
Deed of Trust, or as a consequence of any default whether or not any legal
action is filed, Borrower immediately shall pay on demand all reasonable
attorneys' fees and other Lender's costs, together with interest from the date
of demand until paid at the highest rate of interest then applicable to the
unpaid principal, as if the unpaid attorneys' fees and costs had been added to
the principal.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.
Waivers.

    


    (a)
Borrower hereby waives and releases all benefit that might accrue to Borrower by
virtue of any present or future laws of exemption with regard to real or
personal property or any part of the proceeds arising from any sale of that
property, from attachment, levy, or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment. Borrower agrees that any real estate that may be levied on under a
judgment obtained by virtue hereof, on any writ of execution issued thereon, may
be sold on any writ in whole or in part in any order desired by
Lender.

    


    (b)
Borrower and all endorsers, sureties, and guarantors jointly and severally waive
presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest, notice of protest of this note, and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this note. They agree that each shall have unconditional
liability without regard to the liability of any other party and that they shall
not be affected in any manner by any indulgence, extension of time, renewal,
waiver, or modification granted or consented to by Lender.

    


    Borrower
and all endorsers, sureties, and guarantors consent to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Lender with
respect to the payment or other provisions of this note, and to the release of
any collateral or any part thereof, with or without substitution, and they agree
that additional borrowers, endorsers, guarantors, or sureties may become parties
hereto without notice to them or affecting their liability
hereunder,

    


    (c)
Lender shall not be considered by any act of omission or commission to have
waived any of its rights or remedies hereunder, unless such waiver is in writing
and signed by Lender, and then only to the extent specifically set forth in
writing. A waiver on one event shall not be construed as continuing or as a bar
to or waiver of any right or remedy to a subsequent event.

    


    11.
Notices.

    


    All
notices required under or in connection with this note shall be delivered 01'
sent by certified 01' registered mail, return receipt requested, postage
prepaid, to the addresses set forth in Paragraph1 hereof, or to another address
that any party may designate from time to time by notice to the others in the
manner set forth herein. All notices shall be considered to have been given or
made either at the time of delivery thereof to an officer or employee or on the
third business day following the time of mailing in the aforesaid
manner.

    


    12. Costs
and Expenses.

    Borrower
shall pay the cost of any revenue tax or other stamps now or hereafter required
by law at any time to be affixed to this note.

    


    13. No
Partnership or Joint Venture.

    


    Nothing
contained in this note or elsewhere shall be construed as creating a partnership
or joint venture between Lender and Borrower or between Lender and any other
person or as causing the holder of the note to be responsible in any way for the
debts or obligations of Borrower or any other person.

    


    14.
Interest Rate Limitation.

    


    Notwithstanding
anything contained herein to the contrary, the holder hereof shall never be
entitledtocollectorapplyasinterestonthisobligationanyamountinexcess of the
maximum rate of interest permitted to be charged by applicable law. If the
holder of this note ever collects or applies as interest any such excess, the
excess amount shall be applied to reduce the principal debt; and if the
principal debt is paid in full, any remaining excess shall be paid forthwith to
Borrower. In determining whether the interest paid or payable in any specific
case exceeds the highest lawful rate, the holder and Borrower shall to the
maximum extent permitted under applicable law (a) characterize any non-principal
payment as an expense, fee, or premium rather than as interest; (b) exclude
voluntary prepayments and the effects of these; and (c) spread the total amount
of interest throughout the entire contemplated term of the obligation so that
the interest rate is uniform throughout the term. Nothing in this paragraph
shall be considered to increase the total dollar amount of interest payable
under this note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    16. 
          Number and
Gender.

    


    In this
note the singular shall include the plural and the masculine shall include the
feminine and neuter gender, and vice versa, if the context so
requires.

    


    17.           
Headings.

    


    Headings
at the beginning of each numbered paragraph of this note are intended solely for
convenience of reference and are not to be construed as being a part of the
note.

    


    Time of
Essence. Time is of the essence with respect to every provision of this
note.

    


    Governing
Law. This note shall be construed and enforced in accordance with the laws of
the State of North Carolina, except to the extent that federal laws preempt the
laws of the state of North Carolina.

    


    IN
WITNESS WHEREOF, Borrower has executed this promissory note on the date set
forth above.

    LI-ION
MOTORS CORP.

    


    
      
        
          	
                  /s/
      Stacey Fling

                	 
      
	
                  By:

                	 
      	 
      


        

      

    

    


    Signed in
the presence of: