exv10w1







Exhibit 10.1




UNSECURED PROMISSORY NOTE

THIS PROMISSORY NOTE PROVIDES FOR A BALLOON PAYMENT




			
	 	 	 
	Principal Sum: $1,000,000
	 	Orange County, California
	 	 	 
	 
	 	September 30, 2010





1. PROMISE TO PAY. For value received, the undersigned (“Maker”) promises to pay to the
Alfonso G. Cordero and Mercy B. Cordero, Trustees of the Cordero Charitable Remainder Trust, or
order (“Holder”), at P.O. Box 546, Zephyr Cove, NV 89448-0516, or at such other place as Holder
may from time to time designate in writing, the principal sum of One Million Dollars
($1,000,000), with interest accruing on the unpaid principal balance of this Note from the date
of this Note until paid at a rate of interest equal to Ten percent (10%) per annum (the “Note
Rate”)



2. TERMS OF PAYMENT. Payments of interest only in the amount of Eight Thousand Three
Hundred Thirty Three and 33/100 Dollars ($8,333.33) shall be made on the first (1st)
day of each calendar month commencing November 1, 2010, and continuing on the first
(1st) day of each month thereafter. On October 1, 2013 (the “Maturity Date”) all
accrued interest and unpaid principal shall be due and payable. All payments shall be made in
lawful money of the United States of America without setoff, deduction or counterclaim of any
kind whatsoever. Maker may prepay this Note in full only on any date without premium or penalty;
not partial prepayments may be made. Any partial payment shall be first applied to accrued
interest, and then principal.



3. DEFAULT. At Holder’s option, without prior notice, and regardless of any prior
forbearance, all sums remaining unpaid under this Note shall become immediately due and payable
upon the occurrence of any of the following events of default (an “Event of Default”): (a)
Maker’s failure to make any payment when due under this Note, or (b) Maker’s failure to perform
any of Maker’s other agreements contained in this Note within ten (10) days after receipt of
written notice from Holder. No delay or omission on Holder’s part in exercising any right under
this Note shall operate as a waiver of that right on any future occasion or of any other rights
under this Note. All rights and remedies of Holder provided in this Note are cumulative and shall
be in addition to all other rights and remedies provided by law.



4. LATE CHARGES. Lender shall be entitled to receive a late charge equal to Four
Hundred Twenty Dollars ($420.00) if any monthly payment due hereunder is not received by the
fifth (5th) day after such payment is due. Such late charges may be assessed
automatically, without the requirement of any prior notice and without waiver of Lender’s right
to accrue interest at the Default Rate, to accelerate the Loan, and/or to pursue any other
default remedy under this Note. Late charges constitute reasonable compensation to Lender for the
additional time and expense of handling and accounting for late payments.



5. DEFAULT RATE. Upon the occurrence of any Event of Default, and so long as such Event
of Default is continuing, then at Holder’s election but without the need for any prior
notification to Maker, interest shall accrue on the outstanding principal balance of the Note,
any reimbursable collection costs, attorneys’ fees, advances to protect security, or other
advances made by Lender, and any other amounts then due under the Note at a rate equal to the
lesser of (a) five percent (5%) in excess of the Note Rate or (b) the maximum rate allowed by law
(the “Default Rate”). Accrual of interest at the Default Rate is designed to compensate Holder
for certain damages caused by such default, including the additional expenses in servicing the
Note, the loss to Holder of the money due, and the frustration to Holder in meeting its other
financial commitments. However, the accrual and payment of interest at the Default Rate shall not
constitute a waiver of Holder’s right to demand an immediate cure of such default or to pursue
any other default remedy.




 









 




6. COSTS AND ATTORNEYS’ FEES. If this Note is not paid when due or if any Event of
Default shall occur or any dispute arise regarding the interpretation of this Note, Maker promises
to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and legal
costs, incurred by Holder in collecting amounts due under, or in enforcing or interpreting any of
Holder’s rights provided in the terms and conditions of this Note.



7.
SUCCESSORS; JOINT AND SEVERAL LIABILITY; CAPTIONS; MISCELLANEOUS.
The covenants and agreement contained in this Note shall bind the successors and assigns of Maker
and shall inure to the benefit of Holder and its successors and assigns. Diligence, demand, notice,
presentment, notice of dishonor, grace, notice of protest and notice of intent to accelerate the
maturity of this Note are waived by all makers, sureties, guarantors and endorsers of this Note.
This Note shall be the joint and several obligation of all makers and endorsers, and shall be
binding upon them and their heirs, personal representatives, successors, and assigns. The captions
and headings of the paragraphs of this Note are for convenience only and are not to be used to
interpret or define the provisions of this Note. This Note shall be governed by and construed in
accordance with the laws of the State of California.



8. NOTICES. Any notice to Maker provided for in this Note shall be deemed given when
received, if personally delivered, or when mailed by certified mail, return receipt requested,
addressed to Maker at the address stated below, or to any other address as may then appear for
Maker on the records of Holder. Any notice to Holder shall be deemed given when received, if
personally delivered, or when mailed by certified mail, return receipt requested, addressed to
Holder at the address stated in the first paragraph of this Note, or at any other address as may
have been designated by written notice to Maker.



9. INTEREST RATE LIMITATION. If, from any circumstance whatever, the performance or
fulfillment of any provision hereof or of any other agreement between Maker and Holder, at the time
performance or fulfillment of such provision is due, shall involve or purport to require any
payment in excess of the limits prescribed by law, then the obligation to be performed or fulfilled
is hereby reduced to the limit of such validity, and if, from any circumstance whatever, Holder
should ever receive as interest an amount that would exceed the highest lawful rate the amount that
would be excessive interest shall be applied to the reduction of the principal balance owing
hereunder (or, at Holder’s option, be paid over to Maker) and shall not be counted as interest.



10. WAIVER OF JURY TRIAL. MAKER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING
OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR
WRITTEN, OR ACTION OF ANY PARTY HERETO. MAKER SHALL NOT SEEK TO CONSOLIDATE BY COUNTERCLAIM OR
OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN
MODIFIED IN ANY RESPECT OR RELINQUISHED BY MAKER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY HOLDER
AND MAKER.




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     IN WITNESS WHEREOF, Maker has duly executed this Note effective as of the date first above
written.




	 	 	 	 	 
	 	“Maker”



T-3 Motion, Inc., a

Delaware corporation

 	 
	 	By:  	/s/ Ki Y. Nam
 	 
	 	 	Name:  	Ki Y. Nam 	 
	 	 	Title:  	CEO & Chairman of the Board 	 
	 
	 	 	 
	 	By:  	/s/ Kelly Anderson
 	 
	 	 	Name:  	Kelly Anderson 	 
	 	 	Title:  	CFO 	 
	 
	 	 Address for Notices:



2990 Airway Avenue, Suite A 

Costa Mesa, CA 92626

 	 
	 




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