EXHIBIT
10.31

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH
ANY DISTRIBUTION THEREOF.  THIS NOTE MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT,
EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR
THE LENDER, REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.

     

     

    


    LI-ION
MOTORS CORP.

    


     

     PROMISSORY
NOTE

     

    
      	
              $
      2,000,000.00

            	
              April
      15, 2010

            
	 
      	
              Las
      Vegas, Nevada

            


    

    


    FOR VALUE
RECEIVED, LI-ION MOTORS CORP.., a Nevada corporation (the "Company"), with a
mailing address at 4894 Lone Mountain Road #168, Las Vegas, Nevada 89130,
promises to pay to Winsor Capital Inc. (the "Lender"), in lawful money of the
United States of America, the principal sum of $ Two Million Dollars ($
2,000,000.00), together with simple interest from the date of this Note on the
unpaid principal balance at a rate equal to ten (10.0%) percent  per
annum, computed on the basis of the actual number of days elapsed and a year of
365 days.  All unpaid principal, together with any then unpaid and
accrued interest and other amounts payable hereunder, shall be due and payable
at any time after the earlier of (i) the Maturity Date (as
defined below), or (ii)
when, upon or after the occurrence of an Event of Default (as defined below),
such amounts are declared due and payable by the Lender or made automatically
due and payable in accordance with the terms hereof.

     

    This Note
is issued pursuant to the Loan Agreement (defined below), the terms and
conditions of which are hereby incorporated herein by reference.  The
following is a statement of the rights of the Lender and the conditions to which
this Note is subject, and to which the Lender, by the acceptance of this Note,
agrees:

     

    Definitions.  As
used in this Note, the following capitalized terms have the following
meanings:

     

    "Company"
includes the corporation initially executing this Note and any Person which
shall succeed to or assume the obligations of the Company under and subject to
the conditions set forth in this Note.

     

    1.2   "Event
of Default" has the meaning given in Article 8 of the Loan
Agreement.

     

    1.3   "Lender"
shall mean the Person specified in the introductory paragraph of this Note or
any Person who shall at the time be the registered holder of this
Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4   “Loan
Agreement” shall mean that certain Loan Agreement, dated April 12, 2010, between
the Lender and the Company.

     

    1.5    "Maturity
Date" shall mean three years from the date of issuance set forth above of this
Note.

     

    1.6    "Obligations"
shall mean all obligations, owed by the Company to the Lender, now existing or
hereafter arising under or pursuant to the terms of this Note or under the Loan
Agreement. 

     

    1.7    "Person"
shall mean and include an individual, a partnership, a corporation (including a
business trust), a joint stock company, a limited liability company, an
unincorporated association, a joint venture or other entity or a governmental
authority.

     

    Interest.  Interest
shall be payable monthly in arrears on the first banking day of the following
month.

     

    Prepayment.  The
Company may not, without the Lender’s permission, prepay all or any part of this
Note.

    


    4.   Successors and
Assigns.  Subject
to the restrictions on transfer described in Sections 6 and 7 below, the
rights and obligations of the Company and the Lender of this Note shall be
binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.

     

    5.    Waiver and
Amendment.  Any
provision of this Note may be amended, waived or modified upon the written
agreement of the Company and the Lender.

     

    6.    Transfer of this Note by
Lender. The
Company acknowledges and agrees that the Lender may assign all or any portion of
its interest in this Note, and its rights, obligations, and benefits under the
Loan Agreement, without the consent of the Company. The Company will execute
such assurances and conveyances as may be reasonably required by the Lender in
order to give effect to such assignment, including executing additional
documents to facilitate assignment thereof by the Lender.

    


    7.    Assignment by The
Company.  Neither
this Note nor any of the rights, interests or obligations hereunder may be
assigned, by operation of law or otherwise, in whole or in part, by the Company
without the prior written consent of the Lender.

    


    Notices.   All
notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall in writing and faxed, mailed or delivered
to each party at the respective addresses or facsimile numbers of the
parties.  All such notices and communications shall be effective (a) when sent by Federal Express
or other overnight service of recognized standing, on the business day following
the deposit with such service; (b) when mailed, by registered
or certified mail, first class postage prepaid and addressed as aforesaid
through the United States Postal Service, upon receipt; (c) when delivered by hand, upon
delivery; and (d) when
faxed, upon confirmation of receipt.

     

    Usury.  In
the event any interest is paid on this Note that is deemed to be in excess of
the then legal maximum rate, then that portion of the interest payment
representing an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this
Note.

     

    
      
         

      

      
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    Waivers.  The
Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this instrument.

     

    Governing
Law.  This
Note and all actions arising out of or in connection with this Note shall be
governed by and construed in accordance with the laws of the State of Nevada,
without regard to the conflicts of law provisions of the State of Nevada, or of
any other state.

     

    


    IN
WITNESS WHEREOF, The Company has caused this Note to be issued as of the date
first written above.

     

     

    
      	 
      	
              LI-ION
      MOTORS CORP.

            	 
	 
      	
              (a
      Nevada Corporation)

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
              By:

            	 
      	 
	 
      	
              Name:

            	
              Stacey
      Fling

            	 
	 
      	
              Title:

            	
              Chief
      Executive Officer

            	 


    

    


    


    


    


     

    
      
         

      

      
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