EXHIBIT
10.30

    


    LOAN
AGREEMENT

    


    


    THIS LOAN
AGREEMENT is made as of the 15th day of April, 2010.

    


    


    AMONG:

    


    WINSOR CAPITAL INC.,
a corporation having an office located at 7 New Road, Second Floor, Suite #6,
Belize City, Belize;

    


    (the
"Lender")

    


    AND:

    LI-ION MOTORS CORP.,
a corporation incorporated pursuant to the laws of Nevada having a mailing
address at 4894 Lone Mountain Road, Las Vegas, Nevada 89130;

    


    (the
"Borrower")

    


    WHEREAS:

    


    
      	
              A.

            	
              The
      Lender has agreed to lend up to $2,000,000 (“the Loan”), to be evidenced
      by 10% Promissory Notes, due three (3) years from the date of issuance
      (the “Notes”), to the Borrower to be used by the Borrower for development
      of its business assets and for general working
  capital;

            


    

    


    
      	
              B.

            	
              The
      Borrower has agreed to grant to the Lender certain shares described in
      this Agreement to be held in escrow by Lender in order to secure the
      repayment of the Loan and the performance of the Borrower's obligations;
      and

            


    

    


    
      	
              C.

            	
              The
      sole recourse of the Lender in the event of a default on the Loan is to
      the shares held in escrow by Lender to secure repayment of the
      Loan.

            


    

    


    In
consideration of the premises, covenants, and agreements hereinafter set forth,
and each party legally intending to be bound hereby, the parties hereby
represent, warrant, covenant, and agree as follows:

    


    


    Article
1-Definitions & Interpretation

    


    
      	
              1.1 

            	
              Definitions

            


    

    


    In this
Agreement:

    


    "Banking
Day" means any day on which United States banks are generally open to the public
for business in Las Vegas, Nevada; and

    


    
      “Interest”
means simple interest at a rate of 10% per annum calculated on the
Loan.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.2 

            	
              Headings

            


    

    


    Headings
have been inserted into this Agreement for reference only and they do not
define, limit, alter, or enlarge the meaning of any provision of this
Agreement.

    


    
      	
              1.3 

            	
              Recitals

            


    

    


    The
recitals set out above form a part of this Agreement.

    


    
      	
              1.4 

            	
              Currency

            


    

    


    Unless
otherwise specified, a statement of, or reference to, a dollar amount in this
Loan Agreement without currency specification will mean United States
dollars.

    


    Article
2-Terms of Loan

    


    
      	
              2.1 

            	
              Loan
      Amount

            


    

    


    On and
subject to the terms of this Agreement, the Lender hereby agrees to lend and the
Borrower hereby agrees to borrow the principal sum of up to $2,000,000 from the
Lender, evidenced by Notes in the aggregate principal amount borrowed, issuable
upon the following terms and conditions:

    


    
      	
               
      

            	
              (a)

            	
              $250,000
      principal amount of Notes to be purchased from the Borrower by Lender at a
      closing (“Closing”) to be held within sixty (60) days of the execution of
      this Agreement; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              up
      to an additional $1,750,000 principal amount to the Borrower in additional
      installments (each an “Installment”) to be advanced by Lender to Borrower
      within one and a half(1.5) years of execution of this
      Agreement;

            


    

    


    


    The Loan
advances are subject to the Borrower satisfying all of its covenants and
agreements.  Upon receipt of each Installment of the Loan, a 10%
finders fee (“Finders Fee”) shall be paid to Kisumu S.A. that the Lender will
deduct from the Loan proceeds as they are advanced, the Borrower shall be bound
to accept the Loan upon the terms described herein.

    


    
      	
              2.2 

            	
              Expenses

            


    

    


    Each
party shall be responsible for its own costs related to the preparation and
execution of this Agreement and any related documentation.

    


    
      	
              2.3 

            	
              Non-Revolving
      Facility

            


    

    


    The Loan
will be a non-revolving facility and any principal of it that the Borrower
repays will not be available for re-advance under this Agreement.

    


    
      	
              2.4 

            	
              Promise
      to Pay

            


    

    


    The
Borrower hereby promises to make Loan payments to the Lender at its address
shown on the first page of this Agreement, or at any other address directed by
the Lender from time to time, in accordance with the schedule provided in
paragraph 3.1.

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

    
 

    Article
3-Repayment of Loan

    


    
      	
              3.1 

            	
              Repayment
      of Principal; Interest

            


    

    


    Subject
to section 8.2, the Borrower hereby promises to repay the principal of each Loan
Installment evidenced by a Note on the date that is three (3) years from the
date on which the Installment is advanced to the Borrower.  The
Interest on the Loan shall be payable monthly in arrears on the first day of the
following month.

    


    
      	
              3.2 

            	
              Prepayment

            


    

    


    The
Borrower may not, without the Lender’s permission, prepay all or any part of the
Loan.

    


    Article
4-General Payment Provisions

    


    
      	
              4.1 

            	
              Payment
      Dates

            


    

    


    If the
date upon which any act or payment under this Agreement is required to be done
or made falls on a day that is not a Banking Day, then such act or payment will
be performed or made on the immediate subsequent Banking Day.

    


    
      	
              4.2 

            	
              Receipt
      of Payments

            


    

    


    All
payments required to be made under this Agreement and received by the Lender
after 3:00 pm Pacific Time will be deemed for all purposes of this Agreement to
have been received by the Lender on the Banking Day following the date of
payment.

    


    
      	
              4.3 

            	
              Overdue
      Amounts

            


    

    


    In
addition to any other interest payable pursuant to this Agreement, any amount
payable by the Borrower to the Lender in connection with this Agreement, and not
paid when due, will bear interest at 15% per annum calculated from the date such
amount first becomes due until paid in full.

    


    


    Article
5-Security

    


    
      	
              5.1

            	
              Equity
      Security

            


    

    


    As
security for the indebtedness, liabilities and obligations of the Borrower to
the Lender under this Agreement, upon the Lender delivering the Loan funds to
the Borrower, the Borrower shall issue and deliver to the Lender 10,000,000
shares of restricted common stock in its capital (the “Shares” or “Share
Collateral”), deliverable proportionately to delivery of funds (i.e. 1,250,000
shares when the first $250,000.00 of the Loan is advanced, and a further
8,750,000 shares upon delivery of the balance of the Loan at the rate of 5
shares for each dollar advanced); provided, that, upon the initial delivery of
funds totaling $1,000,000 by Lender, Borrower shall deliver to Lender, in
addition to the certificate or certificates representing the 2,500,000 Shares
that collateralize such $1,000,000, a certificate or certificates representing
the additional 7,500,000 Shares (the “Advance Collateral Shares”) that are to
collateralize the additional $1,750,000.00 principal amount of Installments of
the Loan and that will bear an appropriate legend to the effect that such Shares
are issued subject to the terms of this Agreement. To the extent the Advance
Collateral Shares held by the Lender are not allocated to collateralize further
Installments of the Loan pursuant to this Agreement, the Lender hereby agrees
that the Borrower, without any further consent of the Lender, may cancel,
pursuant to Nevada Revised Statutes 78.250, the certificate or certificates
representing such outstanding Advance Collateral Shares that are not so
allocated to collateralize the Loan hereunder and the Lender will forthwith
redeliver the certificates representing such Advance Collateral Shares to
Borrower or Borrower’s transfer agent, as requested.  The Shares shall
be represented by stock certificates issued by the Borrower’s registrar and
transfer agent in the name of the Lender, to be held in escrow by the
Lender.

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

    
 

    
      	
              5.2 

            	
              Anti-Dilution
      Protection; Dividends on Shares

            


    

    


    The Share
Collateral shall have customary anti-dilution protection for forward stock
splits, stock dividends and major corporate transactions. In the event of a
reverse stock split or combination of shares, the number of shares of common
stock constituting the Share Collateral will, immediately following such reverse
stock split or combination of shares, be increased by a new issuance of common
stock of the Company to that number of shares constituting the Share Collateral
immediately prior to such reverse stock split or combination of shares. The
certificates representing any share dividends that the Borrower pays during the
term of the Loan with respect to the Shares being held in escrow shall be
credited and delivered to the Lender and held by the Lender pursuant to the
terms of this Agreement.

    


    
      	
              5.3 

            	
              Cancellation
      of Shares

            


    

    


    After a
Note and all accrued Interest thereon are repaid in full, the Lender shall
deliver the Shares that are the designated collateral for such Note to the
Borrower for return to Borrower’s treasury.  In such circumstances,
the Lender shall provide the Borrower with such documentation as it may
reasonably require for the cancellation and return to treasury of such
Shares.

    


    
      	
              5.4 

            	
              Disposal
      of Shares

            


    

    


    The
Lender shall not have the right to dispose of all or part of its interest in the
Shares, except in accordance with the provisions of Article 8 of this Agreement
upon the occurrence of an Event of Default.

    


    
      	
              5.5 

            	
              Voting
      Rights

            


    

    


    Unless a
voting trust is signed, the Lender shall vote the Shares held by it in
escrow.

    


    


    


    Article
6-Conditions of Lending

    


    
      	
              6.1 

            	
              Conditions
      Precedent to Advance

            


    

    


    The
obligations of the Lender to advance the Loan proceeds to the Borrower is
subject to the satisfaction or waiver of following conditions precedent on or
before the advance:

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (a)

            	
              receipt
      by the Lender of certified copies of all documents evidencing all
      corporate action taken by the Borrower authorizing the execution and
      delivery of this Agreement and the issuance of the Shares as security, all
      to be satisfactory in form and substance to the
  Lender;

            


    

    


    
      	
               
      

            	
              (c)

            	
              no
      Event of Default will have occurred or no event which, (except as
      disclosed in the latest 10Q filed on March 22, 2010) with the lapse of
      time or with notice and lapse of time specified herein would become an
      Event of Default, will have occurred and be
  continuing;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      action, proceeding, or investigation will be pending or threatened against
      the Borrower which would, if successful, have a material adverse effect on
      the financial condition of the Borrower or its ability to observe and
      perform its covenants under this Agreement;
and

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      representations and warranties contained in Article 7 of this Agreement
      will be true on and as of the date of any advance under the Loan with the
      same effect as if such representations and warranties had been made on and
      as of the date of such advance.

            


    

    


    
      	
              6.2 

            	
              Waiver
      of Conditions Precedent

            


    

    


    The above
conditions precedent are for the sole benefit of the Lender.  The
Lender may in its sole discretion, waive by notice in writing any condition
precedent, in whole or in part, without incurring any liability
therefor.

    


    


    Article
7-Representations & Warranties

    


    The
Borrower hereby represents and warrants to and in favor of and covenants with
the Lender as follows:

    


    
      	
              7.1 

            	
              General

            


    

    


    All
representations and warranties made under this Agreement will survive the
advance of the Loan and the delivery of the Shares, and no investigation at any
time made by or on behalf of the Lender will diminish in any respect whatsoever
its rights to rely upon them.  All statements contained in any
certificate or other instrument delivered by or on behalf of the Borrower under
or pursuant to this Agreement will constitute representations and warranties
made by the Borrower under this Agreement.

    


    
      	
              7.2 

            	
              Binding
      Effect

            


    

    


    This
Agreement, upon execution by the Lender, will be duly and validly authorized by
all necessary corporate action, will have been validly executed, and will be
legal, valid, and binding obligations of the Borrower enforceable in accordance
with its terms.

    


    
      	
              7.3 

            	
              Contravention
      of Law

            


    

    


    Neither
the execution and delivery of this Agreement and the issuance of the Shares, nor
performance in accordance therewith, is or will contravene any provision of any
law, regulation, order, license, permit, or consent applicable to each, or
conflict with or result in a breach, or constitute a default under, or require
any consent under the terms or conditions of any agreement or instrument to
which the Borrower is a party or by which the Borrower is bound.

     

    
      
         

      

      
        - 5
-

        
          

        

      

      
         

      

    

    
 

    
      	
              7.4 

            	
              No
      Default Under Agreements

            


    

    


    The
Borrower is not in default under any agreement or instrument to which it is a
party and which default may materially adversely affect its ability to observe
and perform its covenants under this Agreement. (except as disclosed in the
latest 10Q filed on March 22, 2010)

    


    
      	
              7.5 

            	
              No
      Claims

            


    

    


    There are
no actions, claims, or proceedings pending or, to the knowledge of the Borrower,
threatened against the Borrower or its directors or officers before any court,
administrative board, or other tribunal, which if decided against the Borrower
or its directors or officers would materially or adversely affect its business
or financial status and there is no unsatisfied claim or outstanding judgment or
writ of execution against the Borrower.

    


    The
Lender hereby represents and warrants to and in favor of and covenants with the
Borrower as follows:

    


    
      	
              7.6 

            	
              Sales
      of the Notes will be made only to "accredited investors", as such term is
      defined in Rule 501(a) under the Securities Act of 1933, as
      amended.

            


    

    
 

    


    Article
8-Events of Default & Remedies

    


    
      	
              8.1 

            	
              Events
      of Default

            


    

    


    Any one
or more of the following events will constitute an Event of Default, whether any
such Event of Default is voluntary or involuntary or effected by operation of
law or pursuant to or in compliance with any judgment, decree, or order of any
court or any order, rule, or regulation of any administrative or governmental
body:

    


    
      	
               
      

            	
              (a)

            	
              default
      by the Borrower in the due payment of any amount payable under this
      Agreement or in the due and complete observance or performance of any
      other condition, covenant, or provision of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      occurrence of a material adverse change in the financial position of the
      Borrower or in the value of the security held by the Lender for the
      Loan;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      action by the Borrower that constitutes a denial of the Lender's rights
      set forth in this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              an
      order is made or a petition is filed for the bankruptcy of the
      Borrower;

            


    

     

    
      
         

      

      
        - 6
-

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (e)

            	
              the
      Borrower commits an act of bankruptcy or makes a general assignment for
      the benefit of its creditors or otherwise acknowledges its
      insolvency;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      appointment of a receiver, receiver-manager, or receiver and manager of
      any part of the properties or assets of the
  Borrower;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      enforceability of any execution, or any other process of any court against
      the Borrower, or the levy of a distress or analogous process upon the
      properties or assets or any part thereof of the
  Borrower;

            


    

    


    
      	
               
      

            	
              (h)

            	
              default
      by the Borrower in the performance of any contractual obligation to the
      Lender under any other agreement or legal instrument, whether or not
      collateral or supplemental to this
Agreement;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      holder of any mortgage, charge, or encumbrance on any of the properties or
      assets or any part thereof of the Borrower does anything to enforce or
      realize on such mortgage, charge, or
  encumbrance;

            


    

    


    
      	
               
      

            	
              (j)

            	
              if,
      at any time during the term of this Agreement, the Borrower is subject to
      a change of control.  For the purposes of this subparagraph, a
      "change of control" shall be deemed to occur
if:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      person, or group of persons acting in concert, other than any current
      control person(s), hold greater than 20% of the issued and outstanding
      shares in the capital stock of the
Borrower;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              there
      is a 50% or greater change in the composition of the Borrower’s Board of
      Directors, effected by stockholders of the Borrower other than with the
      consent of the current control person(s);
or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              if
      a takeover bid is issued with respect to the Borrower's
      securities;

            


    

    


    
      	
               
      

            	
              (k)

            	
              if
      any representation or warranty made in writing to the Lender by the
      Borrower made in this Agreement or in any certificate or other instrument
      delivered or to be delivered by or on behalf of the Borrower to the Lender
      in contemplation of this Agreement is incorrect in any material respect on
      the date as of which such representation or warranty was made or purported
      to be made; or

            


    

    


    
      	
               
      

            	
              (l)

            	
              trading
      in the shares of common stock of the Borrower is suspended by a regulatory
      authority.

            


    

    


    
      	
              8.2 

            	
              Remedies
      on Default

            


    

    


    After any
Event of Default has occurred and continues for seven (7) days and at any time
thereafter, provided that the Borrower has not theretofore remedied all
outstanding Events of Default, the Lender may, in its discretion, declare this
Agreement to be in default. At any time thereafter while the Borrower has not
remedied all outstanding Events of Default, the Lender may, at its discretion
and subject to compliance with any mandatory requirements of applicable law then
in effect, exercise one or more of the following remedies:

     

    
      
         

      

      
        - 7
-

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (a)

            	
              declare
      the then outstanding balance of the Loan, Interest, costs, and all money
      owing by the Borrower to be immediately due and payable and such funds and
      liabilities will forthwith become due and payable without presentment,
      demand, protest, or other notice of any kind to the Borrower, all of which
      are hereby expressly waived; and/or

            


    

    


    
      	
               
      

            	
              (b)

            	
              as
      Lender’s sole recourse, take possession of the Shares designated as
      collateral for the principal amount of the Loan that is in default for its
      sole benefit; provided, that, in the event of a trading halt in the common
      stock of Borrower or upon the occurrence of an Event of Default under
      Section 8.1 (d), (e), (f) or (l), the Loan shall be full recourse, and the
      Lender shall have all remedies available under applicable laws to enforce
      payment of amounts due under this Agreement, including a first security
      interest in all of the assets of Borrower.  Upon the occurrence
      of any Event of Default, the Lender shall be deemed to be the registered
      and beneficial owner of a 100% right, interest and title to the Shares
      free of all charges, liens and encumbrances, other than any resale or
      other restrictions imposed by law.

            


    

    


    
      	
              8.3 

            	
              Other
      Securities

            


    

    


    The
rights and powers conferred by section 8.2 are in addition to and not in
substitution for any other security which the Lender now or from time to time
may hold or take from the Borrower in relation to this Agreement.

    


    
      	
              8.4 

            	
              Remedies
      Non-Exclusive

            


    

    


    No remedy
set out in this Agreement is intended to be exclusive of each and every remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or otherwise. The exercise or commencement of exercise by the Lender of any one
or more of such remedies will not preclude the simultaneous or later exercise by
the Lender of any or all other such remedies.

    


    
      	
              8.5 

            	
              Set-Off
      or Counterclaim

            


    

    


    The
obligation of the Borrower to make all payments under this Agreement will be
absolute and unconditional and will not be affected by any circumstance,
including, without limitation, any set-off, compensation, counterclaim,
recoupment, defense, or other right which the Borrower may have against the
Lender, or anyone else for any reason whatsoever and any insolvency, bankruptcy,
reorganization, or similar proceedings by or against the Borrower.

    


    Article
9-General

    


    
      	
              9.1 

            	
              Entire
      Agreement

            


    

    


    This
Agreement embodies the entire agreement and understanding between the parties
with respect to the Loan and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof.

     

    
      
         

      

      
        - 8
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              9.2 

            	
              Amendments

            


    

    


    This
Agreement shall not be amended, waived, discharged, or terminated orally, but
only by an instrument in writing signed by the party against whom enforcement of
the amendment, waiver, discharge, or termination is sought.

    


    
      	
              9.3 

            	
              Waiver

            


    

    


    Every
condition and covenant, and each and every representation and warranty contained
in this Agreement has been inserted for the sole benefit of the Lender and any
breach of any such conditions, covenants, representations, and warranties may,
at the Lender's discretion, be waived or partially waived by the
Lender.  No failure or delay on the part of the Lender to exercise any
right, power, or remedy given herein or by statute or at law or in equity or
otherwise will operate as a waiver thereof, nor will any single or partial
exercise of any right preclude any other exercise thereof or the exercise of any
other right, power, or remedy.

    


    
      	
              9.4 

            	
              Forbearance

            


    

    


    No
condonation, forgiveness, waiver, or forbearance by the Lender of any
non-observance or non-performance by the Borrower of any of the provisions of
this Agreement will operate as a waiver or estoppel by or against the Lender in
respect of any provision, or any subsequent non-observance or non-performance by
the Borrower of any of the provisions of this Agreement.

    


    
      	
              9.5 

            	
              Approvals

            


    

    


    The
acceptance or approval by the Lender of any matter required hereunder will be of
no force and effect unless given in writing, and given prior to the event or
thing for which it is required.

    


    
      	
              9.6 

            	
              Lender's
      Discretion

            


    

    


    The
Lender may grant extensions of time, take and give up securities, accept
compositions, grant releases and discharges, and otherwise deal with the
Borrower and other parties, sureties, or securities as the Lender may see fit
without prejudice to the liability of the Borrower, to the Lender and without
prejudice to the Lender's rights under this Agreement.

    


    
      	
              9.7 

            	
              No
      Merger of Judgment

            


    

    


    Neither
the taking of any judgment nor the exercise of any power of seizure and sale
will operate to extinguish the obligation of the Borrower to pay its debts and
liabilities under this Agreement or operate as a merger of any covenant in this
Agreement, and the acceptance of any payment or alternate security will not
constitute or create a novation, and the taking of a judgment or judgments under
a covenant in this Agreement contained will not operate as a merger of those
covenants or affect the Lender's rights to interest at the rate and times
provided in this Agreement.

    


    
      	
              9.8 

            	
              Other
      Indebtedness

            


    

    


    Nothing
contained in this Agreement will prejudice or impair any rights or remedies the
Lender may have with respect to other loans which the Lender may make with the
Borrower.

     

    
      
         

      

      
        - 9
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              9.9 

            	
              Notices

            


    

    


    Any
notice, direction, or other instrument required or permitted to be given under
this Agreement will be in writing and may be delivered, sent by registered mail,
or transmittal by facsimile machine to the respective addresses set out on the
first page of this Agreement.

    


    
      	
              9.10 

            	
              Effect
      of Notice

            


    

    


    Any
notice, direction, or instrument given will:

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered, be deemed to have been given or made at the time of
      delivery;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      mailed by registered mail and properly addressed, be deemed to have been
      given or made on the fourth Banking Day following the day on which it was
      so mailed, provided that should there be at the time of mailing or between
      the time of mailing and the actual receipt of the notice a mail strike,
      slowdown, or other labour dispute which might affect the delivery of that
      notice, then the notice will be only effective if actually delivered;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      sent by facsimile machine, be deemed to have been given or made on the
      Banking Day immediately following the day on which it was
      transmitted.

            


    

    


    
      	
              9.11 

            	
              Notice
      of Change of Address

            


    

    


    Any party
may give written notice of change of address in the same manner in which event
notice will thereafter be given at that changed address.

    


    
      	
              9.12 

            	
              Further
      Assurances

            


    

    


    As and so
often as the Lender may require, the Borrower will execute and deliver to the
Lender, at the expense of the Borrower, such further and other assurances and
conveyances as may be necessary to properly carry out the intention of this
Agreement.

    


    
      	
              9.13 

            	
              Severability

            


    

    


    If any
term, covenant, or condition of this Agreement or application thereof to any
person or circumstance is found to any extent to be invalid, illegal, or
unenforceable in any respect, the remainder of this Agreement or application of
such term, covenant, or condition to such person or circumstance other than
those as to which it is held invalid, illegal, or unenforceable will not be
affected thereby, and each term, covenant, and condition of this Agreement will
be valid and legal and will be endorsed to the fullest extent permitted by
law.

    


    
      	
              9.14 

            	
              No
      Partnership

            


    

    


    The
parties specifically acknowledge that the Borrower and the Lender are not
partners, that the Borrower has no right or authority to obligate the Lender and
the Lender has no right to obligate the Borrower (except in the manner and to
the extent provided in this Agreement), and that nothing contained in this
Agreement, nor any acts of the parties in fulfilling their respective rights and
obligations under this Agreement will be construed so as to create a partnership
relationship between the Borrower and the Lender.

     

    
      
         

      

      
        - 10
-

        
          

        

      

      
         

      

    

    
 

    
      	
              9.15 

            	
              Assignment
      by Lender

            


    

    


    The
Borrower acknowledges and agrees that the Lender may assign all or any portion
of its interest in the Loan, and its rights, obligations, and benefits under
this Agreement, without the consent of the Borrower. The Borrower 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. The Lender will be
fully released from its obligations hereunder upon any assignment of all the
Loan and in respect of any partial assignment, will be fully released in respect
of such assigned part of the Loan.

    


    
      	
              9.16 

            	
              Access
      to Documentation

            


    

    


    On
execution of this Agreement, the Lender, at its own expense and at reasonable
intervals and times, shall upon two Business Days’ notice have access to the
Borrower’s minute book, corporate records, accounting files and to all technical
records and other factual engineering data and information relating to the
Borrower’s assets which are in the possession of the Borrower.

    


    
      	
              9.17 

            	
              Time
      of the Essence

            


    

    


    Time will
be of the essence of this Agreement in respect of all payments to be made under
this Agreement and all covenants and agreements to be performed and fulfilled.
Any extension of time under this Agreement will not be deemed to be or operate
in law as a waiver on the part of the Lender that time is to be of the essence
of this Agreement.

    


    
      	
              9.18 

            	
              Jurisdiction

            


    

    


    The
Borrower hereby irrevocably agrees that any legal action or proceedings against
it with respect to this Agreement may be brought in the courts of Nevada or in
such other court as the Lender may elect and, by execution and delivery of this
Agreement, the Borrower hereby irrevocably submits to each such
jurisdiction.

    


    
      	
              9.19 

            	
              Governing
      Law

            


    

    


    This
Agreement, and the rights and obligations of the parties will be governed by and
be construed in accordance with the laws of Nevada. The parties hereby attorn to
the non-exclusive jurisdiction of the Courts of Nevada.

    


    
      	
              9.20 

            	
              Counterparts

            


    

    


    This
Agreement may be signed in counterparts and by facsimile machine, and when a
counterpart of this Agreement has been executed by each of the parties, such
counterparts will be treated as one and the same Agreement, as if each such
counterpart had been executed by all of the parties.

     

    
      
         

      

      
        - 11
-

        
          

        

      

      
         

      

    

    
 

    
      	
              9.21 

            	
              Benefit
      of Agreement

            


    

    


    This
Agreement will be binding upon and inure to the benefit of the Borrower and the
Lender and each of their respective successors and permitted
assigns.

    


    AS
EVIDENCE OF THEIR AGREEMENT the parties have executed this Loan Agreement on the
date appearing on page 1, above.

    


    


    
      	
              WINSOR
      CAPITAL INC.

            	 	
              LI-ION
      MOTORS CORP.

            	 
	 
      	 
      	 	 
      	 
      	 
	 
      	 
      	 	 
      	 
      	 
	
              By:

            	
              /s/
      R. Banfield

            	 	
              By:

            	
              /s/
      Stacey Fling

            	 
	Authorized
      Signatory	 	Authorized
      Signatory	 
	 
      	
              R.
      Banfield

            	 	 
      	
              Stacey
      Fling

            	 


    

    


    


    


    


    


    


    


     

    
      
         

      

      
        - 12
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