Unassociated Document


    


    EXHIBIT
10.32

    


    LICENSE
AGREEMENT

    


    THIS
AGREEMENT made effective May 28, 2010,

    


    BETWEEN:

    


    LI-ION
MOTORS CORP., a limited corporation incorporated under the laws of the State of
Nevada

    (The
“Licensor”)

    


    - and
–

    LITHIUM
ELECTRIC VEHICLE CORP., a limited corporation incorporated under the laws of
Alberta and having an office in the City of Calgary, in the Province of
Alberta

    (“Licensee”)

    


    PREMISES

    


    
      	
              A.  

            	
              The
      Licensor is the developer and owner of patented technology related to
      rechargeable lithium ion batteries for electric vehicles and other
      applications, referred to in this Agreement as the Licensed
      Inventions.

            


    

     

    
      	
              B.  

            	
              The
      Licensee is interested in acquiring certain rights to the Licensed
      Inventions and the Licensor is willing to grant such rights to the
      Licensee, subject to the terms and conditions of this
      Agreement.

            


    

     

    
      	
              C.  

            	
              The
      Licensee plans to expand sales of the current line of products of the
      Licensor by manufacturing and selling such products based on the Licensed
      Inventions;

            


    

     

    
      	
              D.  

            	
              The
      Licensee wishes to become the exclusive licensee for the Licensed
      Inventions in Canada in accordance with the conditions set out in this
      Agreement.

            


    

     

    AGREEMENT

     

    IN
CONSIDERATION OF the premises and in consideration of the mutual terms,
conditions and covenants below, the parties agree each with the other as
follows:

     

    
      	
              1.  

            	
              Definitions

            


    

     

    
      	
              1.1  

            	
              In
      this Agreement, the following terms have the following
      meaning:

            


    

     

    
      
        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

        

    “Event of
Insolvency” means if a party files a petition in bankruptcy or for
reorganization or for an arrangement pursuant to any applicable bankruptcy
legislation, insolvency legislation or any similar legislation, now or after the
date of this Agreement in effect, or is adjudged by a Court of competent
jurisdiction to be a bankrupt or becomes insolvent or makes an assignment for
the benefit of its creditors;

    


    “Improvements”
means any improvements to the Licensed Inventions that (a) either directly or
indirectly claim priority from the patents or patent applications of the
Licensed Inventions and (b) are conceived or first reduced to practice during
the term of this Agreement solely by the Licensor as a result of research and
development activities, and which, if practiced without licensed rights, would
infringe one or more claims of the patent and patent applications covering the
Licensed Inventions.

    


    “Licensed
Inventions” means the Licensor’s United States and foreign patents and patent
applications that are listed in Schedule “A” Licensed Inventions and
trademarks and trade names listed in Schedule “B” Licensed Trademarks and Trade
names to this Agreement which schedules are incorporated into this
Agreement by reference.  Any United States and foreign patents issuing
from the patent applications listed in Schedule “A” will be added to Schedule
“A” upon issuance.  Licensed Inventions shall also include divisions,
continuations (excluding continuations-in-part claiming new subject matter),
reissues, substitutes, and extensions of the patents and patent applications as
they arise.

    


    “Licensed
Products” means (a) any composition of matter, machine, article of manufacture,
or component, or (b) processes, methods, or procedures, which if made used or
sold by the Licensee, would infringe one or more of the claims of the patents or
patent applications covering the Licensed Inventions.

    


    “License”
means the license granted pursuant to subsection 2.l;

    


    “Marks”
means the trade name and trademarks as set out in Schedule “B”;

    


    “Patents”
means those patents or patents pending set out and described in Schedule
“A”;

    


    “Purchase
Price” means the purchase price for the Licensed Inventions as set out in
section 3;

    


    “Royalty”
means the royalties referred to in section 4;

    


    “Royalty
Report” means the report on the calculation of Royalty payments referred to in
subsection 4.2; and

    


    “Territory”
means any location throughout Canada.

    


    All
dollar amounts ($) in this Agreement refer to Canadian dollars.

    


    
      	      
              2.  

            	      
              Grant Of
      License

            
	 	 
	
              2.1

            	
              Subject
      to the Licensor’s rights in the Licensed Inventions and to the terms and
      conditions of this Agreement, the Licensor grants to the Licensee the
      exclusive right and license to make, have made, use, or sell, the Licensed
      Inventions and Improvements incorporated into the Licensed Products in
      Canada, subject to the patent coverage of the Licensed
      Inventions.  The License granted by the Licensor to the Licensee
      pursuant to this Agreement shall include all Improvements and any
      technical updates and changes or amendment to the Licensed Inventions and
      any new information, patents and marks pertaining to the Licensed
      Inventions and Licensed Products.

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

    
    

    
      	
              2.2

            	
              The
      Licensee is entitled to the License for use in Canada under sub-licenses,
      sub-contracts or joint ventures as relates to any part of the License to
      any third party, provided always that the Licensee remains responsible to
      the Licensor for each and every obligation of the Licensee pursuant to
      this Agreement.

            


    

     

    
      	
              3.

            	
              Payments

            


    

     

    
      	
              3.1

            	
              The
      Licensee agrees to pay the Licensor the following as fees in consideration
      for granting the License:

            


    

     

    3.1.1               $1,000,000
payable by way of certified cheque or wire transfer; and

    


    
      	
               
      

            	
              3.1.2

            	
              an
      amount equal to the valuation of the License as set out in the Evan &
      Evans, Inc. valuation report to be completed with respect to the License,
      less the $1,000,000 payment in 3.1.1 above, payable by way of a
      convertible debenture or
securities.

            


    

     

    
      	
              3.2

            	
              The
      payments set out in section 3.1 shall be paid by the Licensee to the
      Licensor as follows:

            


    

     

    
      	
               
      

            	
              3.2.1

            	
              $333,333
      paid on signing of this Agreement, such payment to be refundable in the
      event the Evans & Evans, Inc. valuation report does not conclude on a
      valuation amount for the License that is satisfactory to both parties by
      June 15, 2010, or such other date as the parties may agree to in
      writing;

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              $333,333
      paid on or before 30 days from the date of the completion of the Evans
      & Evans, Inc. valuation report on the License, such payment to be
      non-refundable;

            


    

     

    
      	
               
      

            	
              3.2.3

            	
              $333,334
      paid on closing of the transfer of the License from the Licensor to the
      Licensee, which shall be no later than 180 days from the date of signing
      of this Agreement by all parties;
and

            


    

     

    
      	
               
      

            	
              3.2.4

            	
              the
      balance of the valuation amount, calculated in accordance with 3.1.2
      above, paid on closing of the transfer of the License from the Licensor to
      the Licensee, which shall be no later than 180 days from the date of
      signing of this License Agreement by all
  parties.

            


    

     

    
      	
              3.3

            	
              The
      closing of the transfer of the License pursuant to the terms of this
      Agreement shall be completed upon the making of all of the payments of the
      purchase price as set out in section
3.2.

            


    

     

    
      	
              3.4

            	
              In
      addition to the payments in section 3.1, the Licensee shall pay to the
      Licensor, by certified cheque or wire transfer, an amount of $500,000 on
      each anniversary of the date of this Agreement, commencing on the second
      anniversary of the date of this
Agreement.

            


    

     

    
      	
              4.

            	
              Royalty

            


    

     

    
      	
              4.1

            	
              The
      Licensee agrees to pay the Licensor a royalty, as determined by the Evan
      & Evans, Inc. valuation report on the License, on each and every
      Licensed Product sold or distributed by the
  Licensee.

            


    

     

    
      	
              4.2

            	
              The
      Royalty shall be paid within ten days of the end of each calendar quarter,
      which payment shall be accompanied by a detailed report which shall
      account for the calculation of the Royalty over the period reported
      on.

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              The
      Licensor or its duly authorized representative shall have the right at any
      reasonable time during business hours to inspect and audit the accounts
      and records of the Licensee, and any other book, record, voucher, receipt
      or invoice, relating to the manufacture of the Machines and all other
      facts or matters relating to the calculation of the Royalty due in respect
      thereof, including all records, vouchers and other documents received from
      sub-licensee confirming quantities of Licensed Products, and such
      representative shall be entitled to take copies of or extracts from
      same.

            


    

     

    
      	
              4.4

            	
              If
      the Licensor is dissatisfied with the Royalty Report, it may at its
      option, demand an audit of the Royalty Report by the Licensee's outside
      auditors to confirm the amount of the Royalty however, should the said
      audit conclude that the Royalty Report submitted by the Licensee was not
      inconsistent with the said audit report by more than 2%, then the
      Licensor shall pay all costs associated with the audit, otherwise the
      Licensee will pay for the audit.

            


    

     

    
      	
              5.

            	
              Representation and
      Warranties of the Licensor

            


    

     

    
      	
              5.1

            	
              The
      Licensor has the full power, authority, right and capacity to execute and
      deliver this Agreement, to complete the transactions contemplated by this
      Agreement and to duly observe and perform all of its covenants and
      obligations set out in this
Agreement.

            


    

     

    
      	
              5.2

            	
              This
      Agreement has been duly and validly executed and delivered by the Licensor
      and constitutes a legal, valid and binding obligation in accordance with
      its terms.

            


    

     

    
      	
              5.3

            	
              No
      material action, suit or administrative or other proceeding is in process,
      or pending or threatened, against or relating to the Licensor, the Patents
      or the Marks.

            


    

     

    
      	
              5.4

            	
              The
      Licensor is the legal and beneficial owner of and has good and marketable
      title to the Licensed Inventions listed on Schedule “A” and Schedule “B”
      attached to this Agreement.

            


    

     

    
      	
              5.5

            	
              That
      except for Licensed Products sold to Licensee, it will not during the term
      of this Agreement sell Licensed Products nor allow the sale of Licensed
      Products to any person, group, company, firm or other organization with
      the knowledge that such Licensed Products are to be used in or sold into
      the Territory.

            


    

     

    
      	
              6.

            	
              Representations and
      Warranties of the Licensee

            


    

     

    
      	
              6.1

            	
              The
      Licensee has the full power, authority, right and capacity to execute and
      deliver this Agreement, to complete the transactions contemplated by this
      Agreement and to duly observe and perform all of its covenants and
      obligations set out in this
Agreement.

            


    

     

    
      	
              6.2

            	
              This
      Agreement has been duly and validly executed and delivered by the Licensee
      and constitutes a legal, valid and binding obligation in accordance with
      its terms.

            


    

     

    
      	
              6.3

            	
              No
      material action, suit or administrative or other proceeding is in process,
      or pending or threatened, against or relating to the
    Licensee.

            


    

     

    
      	
              7.

            	
              Additional Covenants
      of the Licensor

            


    

     

    
      	
              7.1

            	
              The
      Licensor covenants with the Licensee as
follows:

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              to
      provide all existing leads and information known to Licensor regarding
      sales in the Territory, and to refer to Licensee any inquiries relating to
      Licensed Products in the Territory;
and

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.1.2

            	
              to
      provide, at the Licensor's cost, all original designs and specifications
      and other such materials used in the Licensor's business that may be
      usefully used by the Licensee in its
business.

            


    

     

    
      	
              8.

            	
              Concerning the Patents
      and Marks

            


    

     

    
      	
              8.1

            	
              The
      Licensor shall pay all renewal fees and do all such acts and things as may
      be necessary to maintain and keep in good standing the Patents and
      Marks.

            


    

     

    
      	
              8.2

            	
              The
      Licensor undertakes not to abandon or allow to lapse any of the Patents or
      Marks.

            


    

     

    
      	
              8.3

            	
              The
      Licensor shall, at its own cost, where on opinion of Licensor's counsel
      says it is prudent to do so, defend every proceeding for revocation of the
      Patents or the Marks or any of them and prosecute every application by the
      Licensor for patents and trademarks for any Improvement and shall keep the
      Licensee informed of the status of such defense or applications
      from time to time.

            


    

     

    
      	
              8.4

            	
              The
      Licensee shall, without cost to the Licensor, render all assistance which
      may reasonably be required by the Licensor to render to the Licensor in
      the prosecution of any Patent applications or Marks applications in the
      Territory.  The Licensor shall keep the Licensee informed of the
      progress of the Patent applications and Marks applications, from time to
      time.

            


    

     

    
      	
              8.5

            	
              The
      Licensee shall observe all laws of the Territory in which the Licensed
      Products are marketed regarding the Patents and any of the Marks duly
      registered as trade marks in the Territory and shall indemnify the
      Licensor in respect of any claim or charge that may be brought in respect
      of any contravention thereof by the Licensee, and hold the Licensor
      harmless.

            


    

     

    
      	
              8.6

            	
              The
      Licensee shall include in all its publicity material relating to the
      Licensed Products a reference to the fact that they are produced under
      License from the Licensor and are the subject of the Patents and the
      Marks.

            


    

     

    
      	
              9.

            	
              Infringements

            


    

     

    
      	
              9.1

            	
              If
      any infringements or threatened infringement of any Patent or Mark comes
      to the notice of the Licensee it shall immediately notify the Licensor
      giving particulars of such infringement or threatened
      infringement.

            


    

     

    
      	
              9.2

            	
              If
      the Licensor is advised by Licensor's legal counsel that, prior to the
      institution of proceedings for infringement, the specification of any
      claim in the Patent should be amended, the Licensor shall at its own
      expense apply to amend such
specification.

            


    

     

    
      	
              9.3

            	
              In
      the event that damages are obtained in favor of each of the parties or in
      favor of the Licensor in a sum which includes losses suffered by the
      Licensee in any such action for infringement they shall share the costs of
      such action in so far as they are not fully recovered from the infringer
      in the proportion in which they share the said damages.  If
      the court does not differentiate between the parties on the matter of
      damages or costs and either party can show that the losses which it
      suffered from such infringement exceeded the losses of the other party it
      shall be entitled to a proportionately higher share of the damages on its
      agreeing to bear a proportionately higher share of the
      costs.  In this paragraph, “costs” means only reasonable
      expenditures on fees and disbursements for legal representation, for
      services of patent experts, intellectual property experts, patent agents
      and reasonable incidental matters.

            


    

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Third Party
      Claims

            


    

     

    
      	
              10.1

            	
              If
      any proceedings are threatened or commenced by a third party against
      either the Licensee, any of its sub-licensees or any of their customers or
      the Licensor in the Territory on the ground that the Patents or Marks
      infringe any patent, trademark or monopoly right vested in such third
      party, the party so threatened or sued shall inform the others immediately
      and the matter shall be referred to leading patent counsel (well versed in
      the laws of the Territory by which such matter will be determined) for the
      purpose of obtaining his advice on whether a defense or the commencement
      of proceedings will have a reasonable chance of success and whether there
      are any circumstances making it imprudent to defend or commence
      proceedings.

            


    

     

    
      	
              10.2

            	
              If
      both Licensor and the Licensee decide that any such proceedings shall be
      defended (or that proceedings should be commenced against the third
      party), each party shall contribute equally to the costs thereof including
      any damages awarded in favor of the third party or any sum paid on a
      compromise of such claim.

            


    

     

    
      	
              10.3

            	
              If
      one only shall decide that such proceedings shall be defended or further
      proceedings commenced, such party shall bear the whole costs thereof,
      including any damages and costs awarded against that party in favor of
      such third party, and the other party to this Agreement shall, at their
      own costs, render to the party so defending or commencing all assistance
      that they reasonably can provide if
requested.

            


    

     

    
      	
              10.4

            	
              Should
      all parties decide not to defend or should any party defend in such
      proceedings and the decision, after appeal if any, shall be either that
      the Patents or Marks materially infringe the third party's patent or
      trademark or that all the Patents in the Territory within the provisions
      of this Agreement are (or the vital or pertinent claims thereof are)
      declared invalid or are revoked, then the Licensee and any sub-licensee
      shall have the right at any time up to or within 60 days after the date of
      such judgment (being the judgment of a court of competent jurisdiction,
      after appeal if any), by notice in writing, modify this Agreement so as to
      avoid liability for any payments otherwise due under this Agreement in
      respect of the Territory where the third party's right are
      enforceable.

            


    

     

    
      	
              11.

            	
              Improvements

            


    

     

    
      	
              11.1

            	
              Each
      of the parties shall communicate to the other a full description of any
      Improvements immediately on becoming possessed therewith from time to time
      during this Agreement.

            


    

     

    
      	
              11.2

            	
              Upon
      the granting of any patents to the Licensor in respect of Improvements
      developed by the Licensor, the Licensee shall be deemed to have acquired
      for the duration of such patents in the Territory the right to use and
      exploit such Improvements and shall, at its request in writing and at its
      costs, be entitled to receive written evidence from the Licensor of the
      terms and conditions of such license in such form as is registrable at any
      facility provided for same in any country in the
      Territory.

            


    

     

    
      	
              11.3

            	
              Upon
      the granting of any patents to the Licensor in respect of the Improvements
      developed otherwise than by the Licensor, Licensee shall be deemed to have
      acquired a license for the remainder of this Agreement in the Territory on
      the same terms as this Agreement, and shall at its request in writing at
      its costs, be entitled to receive written evidence from the Licensor of
      the terms and conditions on such license in such form as is registrable at
      any facility provided for same in any country in the
      Territory.

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              Subject
      to the rights of the Licensee set out in section 5, any Improvements
      developed by the Licensor or the Licensee during the term of this
      Agreement, and for five years thereafter, shall be the property of the
      Licensor.  Licensee and its employees shall execute all
      documents necessary to assign such Improvements and the patents thereon as
      otherwise contemplated in this
Agreement.

            


    

     

    
      	
              12.

            	
              Non-Competition and
      Confidentiality

            


    

     

    
      	
              12.1

            	
              The
      Licensee covenants and agrees that during the term of this Agreement and
      until the expiry of the period of two years thereafter, it shall not,
      directly or indirectly, individually or as a partner, joint venture,
      agent, employee, officer, consultant, investor, lender, shareholder or
      otherwise in any manner whatsoever:

            


    

     

    
      	
               
      

            	
              12.1.1

            	
              enter
      into any business or engage in any business in the Territory that competes
      with the Licensor; and

            


    

     

    
      	
               
      

            	
              12.1.2

            	
              competes
      in any way with or have a financial interest in any business entity which
      competes directly or indirectly with the business of the
      Licensor.

            


    

     

    
      	
              12.2

            	
              Any
      information which shall have been communicated by any party to another
      party in confidence under this Agreement, or which by its nature ought to
      be regarded as confidential, shall be  treated by the recipient
      as confidential unless and until any of the following events or
      circumstances shall occur:

            


    

     

    
      	
            	
              12.2.1

            	
              such
      information is published by the communicating
  party;

            


    

     

    
      	
               
      

            	
              12.2.2

            	
              such
      information is contained in a published patent specifications, or is in
      the public domain or become generally known in the relevant
      industry;

            


    

     

    
      	
               
      

            	
              12.2.3

            	
              such
      information is required to be disclosed by any government or regulatory
      authority;

            


    

     

    
      	
               
      

            	
              12.2.4

            	
              such
      information is reasonable required to be disclosed by the Licensee in
      order to raise financing for its business or in order for the Licensee to
      pursue a public listing of its shares, directly or indirectly, on any
      stock exchange.

            


    

     

    
      	
              12.3

            	
              The
      parties agree that any violation of the foregoing covenants may cause
      irreparable injury to the other or their affiliates and each party shall
      be entitled, in addition to any other rights and remedies it may have at
      law or in equity, to an injunction enjoining and restraining the other
      from doing or continuing to do any such act and any other violations
      or threatened violations of such
covenants.

            


    

     

    
      	
              12.4

            	
              Each
      provision of the foregoing covenants is declared to constitute a separate
      and distinct covenant and to be severable from all other such separate and
      distinct covenants.  If any of the capacities or activities
      specified in this section l3 are considered by a court of competent
      jurisdiction as being unreasonable, the parties agree that the said court
      shall have authority to limit such capacities and activities as the court
      deems proper in the circumstances.

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

         

    
      	
              12.5

            	
              If
      any covenant or provision in this Agreement is determined to be void or
      unenforceable in whole or in part, it will not be deemed to affect or
      impair the enforceability or validity of any other covenant or provision
      of this section l3, or any part
thereof.

            


    

         

    
      	
              13.

            	
              Events of
      Default

            


    

     

    
      	
              13.1

            	
              Any
      of the following shall constitute an Event of Default with respect to a
      party in question (“Defaulting
Party”):

            


    

     

    
      	
            	
              13.1.1

            	
              the
      occurrence of an Event of Insolvency in respect of a Defaulting Party;
      and

            


    

     

    
      	
               
      

            	
              13.1.2

            	
              any
      material default by a party in the performance or observance of any of its
      obligations under this Agreement which is not cured within 30 days after
      notice from any of the other party has been given to the Defaulting Party
      specifying the nature of the default and requiring that the default be
      cured.

            


    

     

    
      	
              13.2

            	
              Upon
      the occurrence of an Event of Default, the Non-Defaulting Party (if not
      also in default) shall have the right, in addition to any other remedies
      available to it, to do one or more of the
  following:

            


    

     

    
      	
            	
              13.2.1

            	
              immediately
      terminate this Agreement;

            


    

     

    
      	
               
      

            	
              13.2.2

            	
              remedy
      such default on behalf of the Defaulting Party, and also bring any action
      at law or otherwise to be reimbursed by the Defaulting Party for any
      monies expended to remedy such default and any other expenses incurred by
      any Non-Defaulting Party together with interest at the Prime Rate plus 3%
      per annum; and

            


    

     

    
      	
               
      

            	
              13.2.3

            	
              bring
      any action at law as may be necessary or advisable in order to recover
      damages.

            


    

     

    
      	
              14.

            	
              General

            


    

     

    
      	
              14.1

            	
              Further
      Assurances

            


    

     

    
      	
               
      

            	
              The
      parties shall execute and deliver such further and other instruments,
      agreements and writings to be done and performed such further acts and
      things as may be necessary or desirable in order to give full effect to
      the Agreement and every part of it.

            


    

     

    
      	
              14.2

            	
              Time of the
      Essence

            


    

     

    
      	
               
      

            	
              Time
      shall be of the essence of this
Agreement

            


    

     

    
      	
              14.3

            	
              Assignment

            


    

     

    
      	
               
      

            	
              This
      Agreement is not assignable by the Licensor but may be assigned by the
      Licensee to any party provided that the Licensee’s benefit and obligations
      pursuant to this Agreement pass to the
assignee.

            


    

     

    
      	
              14.4

            	
              Notices

            


    

     

    
      	
               
      

            	
              Any
      notice to be given in connection with this Agreement shall be given in
      writing and shall be given by personal delivery, by registered mail or by
      transmittal by facsimile addressed to the recipient as
      follows:

            


    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

       

    

    
    

    
      
        	
                To the Licensor:

              	
                Li-ion
      Motors Corp.

              
	 
      	
                4894
      Lone Mountain Rd #168

              
	 
      	
                Las
      Vegas, NV 89130

              
	 
      	
                U.S.A.

              
	 
      	 
      
	
                attention:

              	
                Stacey
      Fling, President

              
	 
      	 
      
	
                To
      the Licensee:

              	
                Lithium
      Electric Vehicle Corp.

              
	 
      	
                76
      Marlyn Court NE

              
	 
      	
                Calgary,
      AB

              
	 
      	
                T2A
      7H5

              
	
                attention:

              	
                Rahim
      Mohamed, President

              
	 
      	 
      
	
                With  copy
      to:

              	
                McLeod
      & Company LLP

              
	 
      	
                850,
      401 – 9 Avenue SW

              
	 
      	
                Calgary
      AB T2P 3C5

              
	 
      	 
      
	
                attention:

              	
                Bill
      Walker

              


      

    

    


    
      	
               
      

            	
              or
      to such other address, facsimile number or individual as may be designated
      by notice given by either party to the other.  Any notice given
      by personal delivery shall be conclusively deemed to have been given on
      the day of actual delivery and, if given by registered mail, on the third
      business day following the deposit in the mail and, if given by facsimile,
      on the day of transmittal.  If the party giving any notice knows
      or should reasonably know of any difficulties with the postal system which
      might affect the delivery of mail, any such notice shall not be mailed but
      shall be given by personal delivery or by
  facsimile.

            


    

     

    
      	
              14.5

            	
              Entire
      Agreement

            


    

     

    
      	
               
      

            	
              This
      Agreement constitutes the entire agreement between the parties pertaining
      to the subject matter of this Agreement and supersedes all prior
      agreements, understandings, negotiations and discussions, whether oral or
      written, of the parties and there are no warranties, representations or
      other agreements between the parties in connection with the subject matter
      of this Agreement except as specifically set out in this
      Agreement.

            


    

     

    
      	
              14.6

            	
              Amendment and
      Termination

            


    

     

    
      	
               
      

            	
              This
      Agreement shall terminate immediately and be of no further force and
      effect, and the parties shall have no further obligation to each other
      under this Agreement:

            


    

     

    
      	
               
      

            	
              14.6.1

            	
              in
      the event that the Evans & Evans, Inc. valuation report does not
      conclude on a valuation amount for the License that is satisfactory to
      both parties by June 15, 2010, or such other date as the parties may agree
      to in writing; or

            


    

     

    
      	
               
      

            	
              14.6.2

            	
              on
      the happening of an Event of Default as contemplated in subsection
      14.2.1.

            


    

     

    
      	
               
      

            	
              This
      Agreement shall be amended only by the prior written agreement of the
      parties.

            


    

     

    
      	
              14.7

            	
              Severability

            


    

     

    
      	
               
      

            	
              Each
      provision of this Agreement shall be treated as separate and distinct and
      in the event of any provision of this Agreement being declared invalid
      such provision shall be deemed to be severable and all other provisions of
      this Agreement shall remain in full force and
  effect.

            


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    
      	
              14.8

            	
              Headings

            


    

     

    
      	
               
      

            	
              The
      division of this Agreement into articles, sections and subsections and the
      insertion of headings are for convenience of reference only and shall not
      affect the construction or interpretation of this
    Agreement.

            


    

     

    
      	
              14.9

            	
              Applicable
      Law

            


    

     

    
      	
               
      

            	
              This
      Agreement shall be construed in accordance with the laws of the Province
      of Alberta  and the parties agree to attorn to the courts in the
      Province of Alberta.

            


    

     

    
      	
              14.10

            	
              Force
      Majeure

            


    

     

    
      	
               
      

            	
              In
      the event that either party is delayed or hindered or prevented from the
      performance of any covenant or obligation in this Agreement due to
      strikes, lockouts, injunction or administrative court order, government
      law or regulation which prevents or substantially interferes with the
      performance of such covenant or obligation pursuant to this Agreement, or
      riots, insurrections, martial law, civil commotion, war, flood or other
      acts of God not within the control of the party that also prevents or
      hinders the performance of the terms of this Agreement, then the time for
      performance under this Agreement is extended
  accordingly.

            


    

     

    
      	
              LITHIUM
      ELECTRIC VEHICLE.

            	 
      	
              LI-ION
      MOTORS CORP.

            
	
              CORP.

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Rahim Mohamed

            	 
      	
              /s/
      Stacey Fling

            
	 
      	 
      	 
      
	
              per:    Rahim
      Mohamed

            	 
      	
              per:    Stacey
      Fling

            


    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      Schedule
“A”

    

     

    
      LICENSED
INVENTIONS

    

     

    
      
        	
                Country

              	 
      	
                Title

              	 
      	
                Patent/Patent

                Application No.

              	 
      	
                Filling/Issue

                Date

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                USA

              	 
      	
                Battery
      Management System

              	 
      	
                App#
      61219442

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                 USA

              	 
      	
                Formulation of Battery Chemistry

              	 
      	
                EFS#
      61219431

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                 USA

              	 
      	
                Energy
      Efficient Algorithm

              	 
      	
                App#
      61222372

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                 USA

              	 
      	
                Thermal
      Management Systems

              	 
      	
                App#
      61222364

              	 
      	 
      	 
      


      

    

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

    


    
      Schedule
“B”

    

     

    LICENSED
TRADEMARKS AND TRADENAMES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Country  

                                  	 	
                                    Title  

                                  	 	
                                    Trademark/Trademark

                                    Application No. or 

                                    Trade name 

                                  	 	
                                    Filling/Issue

                                    Date  

                                  	 
	
                                    USA

                                  	 	
                                    Li-ion
      Motors Corp.

                                  	 	
                                    77902109

                                  	 	
                                    12/29/2009

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 12
-