exv10w28






EXHIBIT 10.28




DISTRIBUTION AGREEMENT




     THIS AGREEMENT and all exhibits, schedules, and attachments thereto (the “Agreement”) is made
this November 24th, 2008 (the “Effective Date”), by and between CT&T, a Korean corporation
(“CT&T”), and T3 Motion, Inc., a Delaware corporation (“Distributor”) with reference to the
following:



BACKGROUND




     WHEREAS, CT&T is an original equipment manufacture of the E zone LSV product (Non emissions
electric vehicle) and “CT&T E zone Products”, and as further described on Exhibit A
attached.



     WHEREAS, Distributor desires to promote, market, after service, sell and distribute the CT&T
E zone Products within the Territory and to Customers (as defined below) on such terms as provided
herein.



     NOW THEREFORE, in consideration of the premises and of the mutual agreements and
understandings below, the parties agree as follows:



1. APPOINTMENT OF DISTRIBUTOR AND LICENSES GRANTED




     1.1 Appointment as to Exclusive Territory. CT&T appoints Distributor as an
Exclusive Distributor in the Territory (the “Exclusive Territory”), as described on
Exhibit B-1,
and Distributor accepts such appointment. Distributor has an exclusive, non-transferable
right and license to promote, market, sell and distribute the CT&T Products within the Territory
during the Initial Term and any Renewal Term(s) (as defined below).



     1.2 Appointment as to Non-Exclusive Customers. Distributor agrees that initial
term of this agreement will be focused on development of an Exclusive Customers market.
Should the Distributor wishes to develop Non-Exclusive Customers as described on Exhibit
B-2
(the “Non-Exclusive Customers”), a mutual agreement must be in place by the parties in
writing.
Upon mutual agreement of both parties, CT&T appoints Distributor as a non-exclusive
Distributor as stated on Exhibit B-2 (the “Non-Exclusive Customers”) and Distributor
accepts
such appointment; provided, however, that CT&T hereby may grants under mutual agreement by
the both parties and Distributor hereby accepts an exclusive license as to any program first
initiated by Distributor with any Non-Exclusive Customer described in Exhibit B-2. Distributor
has the non-exclusive, non-transferable right and license to promote, market, sell and
distribute
CT&T products as to the Non-Exclusive Customers described in Exhibit B-2 during the Initial
Term and any Renewal Term(s). Distributor’s customers in the Territory, Exclusive Customers
and Non-Exclusive Customers are at times, where appropriate, collectively referred to in this
Agreement as Customers.



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     1.3 Re-distribution. During the term of this Agreement Distributor may establish
or maintain a branch or distribution center as Distributor deems necessary for performance of
the
rights granted herein. During the term of this Agreement, Distributor may enter into a
redistribution agreement or license with respect to the CT&T Products with any entity
whatsoever, provided, however, the terms of such agreement or license shall not be less
restrictive then the terms of the license provided for herein.


For this purpose, Distributor agrees to have its branch or distribution centers under its
supervision and responsibility set up proper facilities, including showrooms, spare parts, storage
depots, workshops and administration offices for automotive sales and services in the Territory,
and to install and hook up signs on the facade of each showroom to signify and promote the
cooperate identity and image of CT&T in compliance with CT&T’s guidelines. Furthermore, upon
CT&T’s request, the Distributor agrees to provide detailed information on its branch or
distribution centers.




     1.4 Limited Trademark License.



          (a) Distributor is authorized to use the CT&T trademarks, service marks and
trade names (the “Marks”), as identified in writing to Distributor, solely in connection with
the
promotion, sale and marketing of CT&T Products. The writing contains CT&T’s trademark
policies and procedures that Distributor must follow. Any unauthorized use or misuse of the
Marks or any use which is not in compliance with CT&T’s procedures is a breach of this
Agreement. The Marks are and shall remain the exclusive property of CT&T. Distributor has no
rights except for a limited license to reproduce the Marks as necessary for Distributor to
fully
promote and market the CT&T Products during the Initial Term and any Renewal Term(s).




          (b) Distributor agrees that nothing in this Agreement gives it any right, title or
interest in the Marks (except the right to use the Marks in accordance with the terms of this
Agreement), and that the Marks are the sole property of CT&T and its affiliates. Distributor
shall not directly or indirectly contest the validity or ownership of the Marks or CT&T’s
right to
license the Marks. Distributor agrees that any and all uses by Distributor of the Marks and
the
goodwill arising therefore shall be limited to the identification of Distributor as an
authorized
Distributor of CT&T Products, and shall inure exclusively to the benefit of CT&T and its
affiliates. Distributor will not seek to register, re-register, assert claim to ownership
of, license
or allow others to use, or otherwise appropriate to itself any of the Marks or any mark or
name
confusingly similar thereto, or the goodwill symbolized by any of the foregoing, except to the
extent this action inures to the benefit of, and Distributor has obtained the prior written
approval
of CT&T.




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          (c) Both Parties agree that all CT&T’s Product sold to the Exclusive
Customers stated under EXHIBIT B-1. Distributor may sell the Products under a Private
Brand
Name such as T3 and/or CT Series. However, for the Non-Exclusive Customers stated under
EXHIBIT B-2, both Parties agree to promote CT&T Brand Names at its best effort.




          (d) The obligations undertaken by Distributor pursuant to this Section 1.5 shall
survive termination of this Agreement, and in the event of such termination, Distributor
agrees
not to register or use any trademarks or trade names that are the same as, or confusingly
similar
to, the Marks, and Distributor will surrender or abandon its use or ownership of any trade
name
or style containing any mark or trade name confusingly similar to that of CT&T or any
affiliate
thereof.




     1.5 Non-exclusive License. Subject to the restrictions of Sections 1.1, and 1.2 and
the rights granted thereunder, CT&T reserves the right to promote and sell CT&T Products to
present or future customers directly or through its employees, subsidiaries, affiliates, and
CT&T
has the right to appoint and resell the CT&T Products to other distributors.



     1.6 No Knowing Solicitation of Other Parties’. During the term of this
Agreement, CT&T will exercise best efforts not to target Distributor’s current or future
employees, affiliates, or contractors, including without limitation, Level 4 Equipment or
companies related to Greg Christos and Col. James Magee, (the “Distributor’s Associates”), nor
knowingly solicit Distributor’s Associates on the basis of any information Distributor may
provide, or which CT&T may naturally acquire through the relationship of the parties, such as
contract information or shipping information or address.



     1.7 Relationship Between the Parties. The relationship between CT&T and
Distributor is that of independent contractors and under no circumstance shall any of the
employees of one party be deemed to be the employees of the other. This Agreement shall not
be construed as authority for either party to act for the other party in any agency or other
capacity
or to make commitments of any kind for the account of, or on behalf of, the other party,
except to
the extent, and for the purposes of, expressly provided herein. Distributor acknowledges that
it is
not, and shall not hold itself out as, a joint venture, franchisee, partner or employee of
CT&T.
The relationship created by this Agreement is not intended by the parties to constitute the
granting of a franchise to Distributor by CT&T. Distributor expressly acknowledges and
confirms that it has not paid and will not pay any fee to CT&T in connection with this
Agreement and that none of the terms, conditions or amounts provided for in this Agreement can
be characterized to constitute such a fee.



2. PURCHASE AND RESALE OF CT&T PRODUCTS AND SERVICES





     2.1
Sale of CT&T Products. Distributor shall purchase the CT&T Products from CT&T
and its affiliate company, such as Royal laser mfg of Canada and shall sell CT&T Products to
Distributor’s Customers subject to all applicable laws, if any, now or hereafter



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filed with federal, state or foreign authorities. Distributor can order from CT&T, and its
affiliate company, such as Royal laser mfg of Canada and CT&T shall sell to Distributor.




     2.2 No Proprietary Interest. Neither Distributor nor any of Distributor’s
Customers shall acquire any proprietary interest in any specific CT&T product, which shall
remain CT&T’s property.



3. PAYMENT FOR CT&T PRODUCTS





     3.1 CT&T Charges. Distributor shall promptly pay to CT&T all sums due
(“CT&T Charges”) for the CT&T products, which amounts shall be calculated and paid as
agreed. Thereafter, rates for the CT&T Products and the purchase of CT&T Products will be
renegotiated annually effective on the anniversary of the Effective Date (the “Anniversary
Date”).




     3.2 Price Protection. Notwithstanding the provisions of Section 3.1, the parties
agree that should CT&T, at any time during the term of the Agreement, shall provide a third
party, within the Territory, with a price and terms more favorable then stated in the
Agreement and any exhibit or attachment thereto, then CT&T shall immediately, and without
any further action on the part of Distributor, afford Distributor such similar preferred
terms.




     3.3 Distributor’s Right to Determine Prices for Distributor’s
Customers.
Distributor agrees not to advertise or price the CT&T Products below what Distributor paid
CT&T for the CT&T Products. Distributor shall determine, within CT&T’s knowledge, the
charges to bill and collect from the Distributor’s Customers for the CT&T Products provided
under this Agreement. Distributor shall bear all risks of 

non-collection from
Distributor’s
Customers, and shall be obligated to make the payments specified in this Section regardless
of whether or not it has been paid by Distributor’s Customers.




     3.4 Governmental Carbon Credits (Zero Emission Points) and/or other
subsidiaries. Distributor agrees to inform any such credits/points/benefits to CT&T
and for
further mutual agreement and settlement.




     3.5 In order to settle payment for CT&T Products, Distributor shall arrange for a
prime bank acceptable to CT&T with an irrevocable, sight and confirmed letter of credit by
no later than twenty one (21) days prior to the beginning of the relative production month
indicated in the EXHIBIT C (Three Month Firm/Confirming Order) accepted by CT&T
unless other satisfactory means for settlement of accounts has been requested by CT&T.
Distributor agrees to amend the letter of credit so as to increase the amount of funds or
extend the validity period or make other appropriate modifications promptly
upon
notification by CT&T, if such action is necessary to provide for the payment of any amounts
which may become due under this Agreement. If Distributor fails to fulfill any condition of
the terms of payment of this Agreement, or if either the issuing bank or the confirming
bank
of the letter of credit opened in favor of CT&T does not make payments to the negotiating
bank under said letter of credit, CT&T is entitled to (1) withhold deliveries of CT&T
Products and suspend performance, or (2) convert CT&T Products for shipment to a third



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country without incurring liability to Distributor. In such event, any and all costs and
expenses incurred by CT&T in connection with such suspension or conversion shall be borne by
Distributor. If such non-fulfillment or non-payment is not rectified within 15 days of receipt
by Distributor of written notice from CT&T requiring such, CT&T may terminate this Agreement
immediately




And/or Payment can be paid by Bank wire Transfer prior to shipment in US dollar



4. DISTRIBUTOR’S OBLIGATIONS





     4.1 CT&T Products. Once the Distributor sells CT&T Products to its Customers,
after services must be handled with best of Distributor’s ability in technical and
availability
of spare parts. Continuation in providing high quality of after service to its Customers
for the
duration of this Agreement at its sole expense.




     4.2 Distributor Diligence. Distributor shall solicit the Customers for CT&T
Products for its own account and under its own trade name(s). Distributor agrees to
faithfully
and diligently use its best efforts to sell, promote and support the CT&T Product in the
Territory and as to Customers by all usual means and to act loyally to CT&T in all matters
involved in or related to this Agreement.




     4.3 Ethical Conduct. Distributor will conduct its business in an
honest,
professional and ethical manner and will not commit any act or omission to act which could
adversely affect CT&T, its name, reputation or ability to conduct business. Distributor
will
comply with the reasonable requirements and practices established by CT&T for the
processing of service forms, credit applications, collections, fraud prevention and all
other
administrative functions.




     4.4 Unlawful Use. Any attempt by Distributor to use CT&T Products for an
unlawful purpose will be a material breach of this Agreement. CT&T may, by written notice
to Distributor, require Distributor to cancel the right to use service of any Distributor
Customer using or attempting to use CT&T Products for an unlawful purpose, and failure of
Distributor to cancel such Distributor Customer’s service shall be deemed a material breach
of this Agreement.




     4.5 Distributor Responsibility. Distributor is solely responsible for all taxes
and
expenses incurred in connection with its actions in the sale or use of the CT&T Products.
Distributor is solely responsible for any credit verification, deposits, billing,
collection,
consolidation, billing or service complaints, bad debts and fraudulent or illegal use by
any
Distributor Customer. All payments by Distributors Customers shall be made to Distributor
and not to CT&T.



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     4.6 Compliance with Law. In performing its duties hereunder, Distributor shall
comply with all applicable federal, state and local laws, rules and regulations for CT&T
Products and policies of CT&T communicated to Distributor, which are now or hereafter in
effect. Distributor shall have and maintain all necessary federal, state or local governmental
permits or certificates necessary for the performance of its duties hereunder and the conduct
of its business which may include the necessity of filing a separate tariff to sell CT&T
Products as a Distributor.



5. DUTIES OF CT&T





     5.1 CT&T Products. CT&T shall provide CT&T Products to Distributor’s
Customers, provided (a) CT&T Products are generally available, and (b) Distributor is not
in
breach of this Agreement. However, product will not be unreasonably withheld and
Distributor’s Customers shall have a priority to any other CT&T customer for such products
or services.




     5.2 Technical Support. Subject to the terms and conditions of this Agreement,
once CT&T has been sold an CT&T Product to the Distributor, CT&T shall be solely
responsible and continue to provide uninterrupted technical support for the duration of
this
Agreement at it sole expense.




     5.3 Neither party shall have an obligation to reimburse the other party for any
expenses incurred in connection with performing services under this Agreement, not
otherwise specified herein.



6. CT&T WARRANTY





     6.1 Warranty. CT&T warrants that the CT&T Products will operate and conform
to CT&T’s written and stated specifications.




     6.2 Fifteen months from shipment date or 10,000 miles, whichever comes first.




     6.3 Except for the express warranty set forth by CT&T in the EXHIBIT-A of
CT&T Products, Distributor shall not provide nor imply any additional CT&T Product
warranties without the express written consent of CT&T.




     6.4 Distributor makes no warranty or representation to CT&T or the Customers in
connection with the Products or any subject matter contained herein, and expressly
disclaims
any and all express and/or implied warranties and representations, including without
limitation any express and/or implied warranties of merchantability or fitness for a
particular
use or purpose or non-infringement with respect to any all CT&T Products.




     6.5 Distributor makes no representations to CT&T or to any other party regarding
any products or services provided by Distributor. To the fullest extent permitted by
applicable law, Distributor disclaims all other warranties and representations, whether
express or implied, including, but not limited to, any implied warranties of
merchantability,
fitness for a particular purpose or non-infringement, and any warranties arising out of
course



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of dealing or usage of trade. CT&T will not make any warranties or representations in
Distributor’s name or on Distributor’s behalf




     6.6 Liability. In no event will Distributor be liable for any special, incidental,
punitive or consequential damages (including, but not limited to, lost profits or revenue,
loss
of use, lost business opportunities or loss of goodwill), or for the costs of procuring
substitute
products, arising out of, relating to or in connection with this Agreement or the use or
performance of any products or services provided by Distributor, whether such liability
arises
from any claim based upon contract, warranty, tort (including negligence), product
liability
or otherwise, whether or not Distributor has been advised of the possibility of such loss
or
damage. The parties have agreed that these limitations will survive and apply even if any
limited remedy specified in this Agreement is found to have failed of its essential
purpose.




     6.7 In the event that any CT&T product fails to perform in accordance with the
specifications, or is otherwise defective in materials or workmanship, CT&T will repair or
replace or refund the purchase price to Distributor. CT&T is responsible for
the
administration and handling of all warranty claims and returns to CT&T from Distributor’s
Customers.




     6.8 Return of CT&T Products. In the event Distributor wishes to make a warranty
claim, Distributor shall notify CT&T in writing by telecopy of Distributor’s desire to
return
the CT&T Products, stating the reason for such return. Distributor shall send to CT&T all
returned CT&T Products. As promptly as possible but no later than forty-five working days
after receipt by CT&T of a properly returned CT&T product thereof, CT&T shall replace or
repair the CT&T product. CT&T shall pay shipping charges in connection with shipment of
replaced CT&T Products thereof to Distributor for properly returned CT&T Products. In the
event that such repaired or replaced CT&T product is shipped to Distributor together with
an
CT&T Product corresponding to a purchase order pursuant to this Agreement, shipping

charges in connection with such shipment shall be pro-rated between CT&T and Distributor.




     6.9 Warranty Exclusion. CT&T shall not be liable for any failure of CT&T
Products caused by or resulting from (a) any incompatibility of Distributor’s Customers’
equipment or (b) any act or event beyond the reasonable control of CT&T, including but not
limited to geographic or climatic conditions, wind, fire, flood, act of God, riot, war,
strike or
labor dispute, governmental acts or orders or any other similar or dissimilar act or event
not
within the reasonable control of CT&T.



7. INDEMNITIES AND INSURANCE





     7.1 By Distributor. Distributor shall indemnify and hold harmless CT&T, its
officers, directors, agents, employees, successors and assigns, from and against any and all
losses, claims, actions, proceedings, liabilities, obligations, damages, costs or expenses
(including reasonable attorneys fees) (“Claims”) arising out of or resulting from (i) any
breach by Distributor of this Agreement or (ii) the acts or omissions of Distributor, its
employees or agents. CT&T shall notify Distributor of any such Claims and CT&T may undertake
the defense thereof or require Distributor to do so. Should CT&T request



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Distributor to undertake such defense and Distributor in fact undertakes such defense, CT&T
can, at its election and at its sole cost, also participate in the defense thereof.




     7.2 By CT&T. CT&T shall indemnify and hold harmless Distributor, its officers,
directors, agents, employees, successors and assigns, from and against any and all Claims
arising out of or resulting from (i) any breach by CT&T of this Agreement or (ii) the gross
negligence of CT&T. Distributor shall notify CT&T of any such Claims, and Distributor
may undertake the defense thereof or require CT&T to do so. Should Distributor request
CT&T to undertake such defense and CT&T in fact undertakes such defense, Distributor can,
at its election and at its sole cost, also participate in the defense thereof.




     7.3 Required Insurance. With respect to performance hereunder, Distributor shall
maintain at all times during the term of this agreement the following insurance coverage
and
any additional insurance and/or bonds required by law: (1) Workers’ Compensation
Insurance in compliance with the laws of the state in which the work is to be performed,
(2)
Commercial Liability Insurance under a comprehensive general liability form, which
includes coverage for personal injury and property damage with policy limits of not less
than
$1,000,000 per occurrence. If the Commercial Liability Insurance is Claims-made coverage,
the retroactive date must be prior to or coincident with the inception date of this
Agreement
and shall not be advanced during the term of this Agreement.




     7.4 Further CT&T Indemnification. CT&T further agrees, at CT&T’s own
expense, to defend or at CT&T’s option, to settle, any claim, suit or proceeding brought
against Distributor or Distributor’s customers on the issue of infringement of any United
States or foreign patent, copyright or trademark by the CT&T Products sold hereunder or the
use thereof (including breach of any license agreement relating to the CT&T products) or or
(b) warranty claims or products liability claims arising out of the CT&T Products. CT&T
shall have sole control of any such action or settlement negotiations, and CT&T agrees to
pay
all losses, costs, claims, expenses, damages or judgments entered against Distributor or
Distributor’s customers on such issue in any such suit or proceeding defended by CT&T.
Distributor agrees that CT&T, at CT&T’s sole option, shall be relieved of the foregoing
obligations unless Distributor or Distributor’s customer notifies CT&T within a reasonable
period in writing of such claim, suit or proceeding. CT&T shall not be liable for any costs
or
expenses incurred without CT&T’s prior written authorization.



               (a) Remedies. If the use or sale of the CT&T Products is or is likely to be enjoined
as a result of any claim or proceeding alleging infringement, or to settle any such claim, CT&T
may at its own expense:




	 	(i)	 	obtain for Distributor the right to use or sell the CT&T
Products at no additional cost to Distributor; or
	 
	 	(ii)	 	modify the CT&T Products so that it is functionally equivalent
but non-infringing.





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8. CONFIDENTIALITY





     8.1 Definition. “Confidential Information” as used herein means any idea,
concept, design, method, application, process, technology, know-how, technique or material
to the extent that such is not generally known by or to the public, or modifications,
improvements or extensions thereof, whether or not reduced to tangible form, relating to
the
business of CT&T.




     8.2 Duty. During the term of this Agreement, Distributor shall not disclose any
Confidential Information to any third party, including but not limited to Distributor’s
Customers. Distributor acknowledges that during the course of performance under this
Agreement, certain of its respective agents, employees and/or representatives may receive
Confidential Information belonging to CT&T and Distributor agrees that the only agents,
employees or representatives who will receive the Confidential Information will be those
who have a need-to-know such Confidential Information and those who unavoidably come in
contact with the Confidential Information while on Distributor’s premises. Distributor
expressly agrees to instruct its agents, employees and representatives who may receive
Confidential Information to safeguard the Confidential Information from disclosure and
treat
such Confidential Information as confidential. If Distributor fails to so instruct any
agent,
employee or representative who may receive Confidential Information in accordance
herewith it shall be deemed to have materially breached this Agreement.




     8.3 Exceptions. Notwithstanding anything to the contrary contained herein,
Distributor may disclose (a) any information generally available or known to the public;
(b)
any information already known or available to the Distributor prior to the disclosure of
such
information; (c) information which becomes part of the public domain by publication or
otherwise through no fault of Distributor, or (d) information required by law to be
disclosed
to a court or tribunal; provided, however, that if Distributor is required to disclose such
information to a court or tribunal it shall give notice of the proceeding to CT&T in
accordance herewith to allow CT&T to seek an appropriate protective order or waive
compliance with this Agreement.




     8.4 Return. Any and all written information or materials exchanged by the parties
hereto pursuant to this Agreement shall be returned along with all copies of the same to
the
other party upon request of such party.




     8.5 Equitable Remedies. Distributor agrees that the Confidential Information
disclosed hereunder is of a special and unique kind, the protection of which is essential
to the
operation and competitive position of CT&T, and that if there is a breach by Distributor of
the obligations hereunder, CT&T would have no adequate remedy at law. Therefore, in
addition to any other remedies which may be available at law, Distributor agrees that CT&T
shall be entitled to seek injunctive relief, specific performance or other equitable relief
or any
or all of the above, as may be provided under the laws of and in any judicial forum in the
State of California or the United States of America, for any violation of this Agreement.



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9. TERM AND TERMINATION





     9.1 Term and Renewal. Unless otherwise terminated in accordance with other
provisions of this Agreement, (a) the initial term of this Agreement shall begin on the
Effective Date and shall continue for three years (the “Initial Term”), and (b) the term
shall
automatically renew after the Initial Term for consecutive renewal terms of one year each
(each, a “Renewal Term”) commencing on the Anniversary Date of the Effective Date,
unless terminated by either party by written notice delivered at least ninety (90) days
prior to
the end of the initial term or any renewal term.




     9.2 Monetary Default. If, within ten days after receiving a notice of payment
default from CT&T, Distributor shall not have cured such default, CT&T shall have the right
to suspend or terminate this Agreement, effective immediately upon delivery of a suspension
or termination notice in writing.




     9.3 Material Breach. If either party commits a material breach of this Agreement
(other than a monetary default) and has not cured such breach within twenty days or such
time as is reasonably necessary after written notice thereof, the other party may terminate
this
Agreement, effective immediately upon delivery of a termination notice in writing.




     9.4 Insolvency. Either party may terminate this Agreement upon thirty days’
written notice if the other party (a) becomes insolvent, bankrupt or makes an assignment
for
the benefit of creditors; (b) applies for or consents to the appointment of a trustee or
receiver,
or a trustee or receiver is appointed for the other party; or (c) bankruptcy, insolvency or
liquidation or other proceedings are commenced by or against the other party, and such
appointment or proceedings are not discharged or dismissed within sixty days after such
appointment or commencement.




     9.5 Termination by CT&T. This Agreement may be terminated by CT&T at any
time upon thirty days’ prior written notice if (a) Distributor ceases doing business in the
ordinary course; (b) if Distributor fails to comply with the confidentiality and ownership
provisions of this Agreement; (c) if Distributor or an Affiliate of Distributor (or one of
its
principal officers or, directors):



                    (i) has made any material misrepresentations or omissions in its application to establish its
relationship with CT&T, submits false or fraudulent reports, forms or certifications to CT&T, or
is convicted or pleads no contest to any felony or other crime, which conviction or plea may
adversely affect the reputation of CT&T or its affiliates or the goodwill associated with CT&T’s
trademarks; and



                    (ii) attempts to make an unauthorized assignment of this Agreement
or receives a notice of violation of the terms or conditions of this Agreement or any license,
approval, certification or permit required by Distributor or its employees in the conduct of
Distributor’s business and fails to correct such violation or to terminate the employment of the
responsible employee(s) within the time period specified in such notice if any, or within thirty
days after receipt of such a notice, whichever comes first.




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     9.6 Effect of Termination. Immediately upon the termination of this Agreement
Distributor shall cease distributing CT&T’s Products except to those Customers prior to
the
termination date with Distributor for CT&T’s Products. CT&T expressly agrees to provide
CT&T Products for such Distributor Customers after the termination of this Agreement
provided that Distributor is not in material breach of the Agreement. Termination
regardless
of cause or nature shall be without prejudice to any other rights or remedies of the
parties.
Termination of this Agreement for any cause shall not release either party from any
liability
which, at the time of termination, has already accrued to such party, or which may accrue
with respect to any act or omission prior to termination or from any obligation which is
expressly stated herein to survive termination. Upon expiration or termination of this
Agreement for any reason, the parties agree to continue their cooperation in order to
effect an
orderly termination of their relationship. Distributor shall immediately cease
representing
itself as a Distributor of CT&T Products for CT&T and stop utilizing CT&T’s Trademarks.
Distributor agrees that it will comply with any duties which CT&T reasonably requires of
Distributor to affect an orderly termination.




     9.7
Automatic Termination. This Agreement shall terminate automatically and
without liability or further obligation on the part of either party to the other if CT&T’s
or it’s
providers (“Service Providers”) licenses or other authority to operate are revoked,
suspended
or not renewed; provided, however, that if such revocation, suspension or non-renewal does
not apply to all of CT&T’s facilities, then this Agreement shall terminate only as to
those
facilities for which licensing or other authority does not exist.



10. NOTICES





     10.1 Any notice or demand given or made hereunder shall be written and served in the
following manner:



	 	 	 	 	 
	 

	 	(a)
	 	If given to CT&T, notice shall be addressed to CT&T at:
	 
	 	 	 	 
	 

	 	 	 	CT&T Co., Ltd.
	 

	 	 	 	Duk myung building B dong
3rd floor 1l3-5, Banpo 4dong,
	 

	 	 	 	Seocho-ku, KOREA
	 

	 	 	 	Attention: Jun Yub, Kim
	 
	 	 	 	 
	 

	 	 	 	all be addressed to Distributor at:
	 

	 	 	 	T3 Motion, Inc.
	 

	 	 	 	2990 Airway Avenue
	 

	 	 	 	Costa Mesa, Ca. 92626
	 

	 	 	 	Attention: Ki Nam







     (b) Either party can change its address for notice purposes in the manner
provided herein.




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11. MISCELLANEOUS


     11.1 Each party hereto represents and warrants to the other that it has (a) all
necessary power and authority to enter into and perform this Agreement in accordance with
its terms, and (b) all necessary authorizations from federal, state and local governmental
entities.


     11.2 The waiver, express or implied, by either party of any rights or of any failure
to perform or of any breach by the other party shall not constitute or be deemed a waiver of
any other right hereunder or any other failure to perform or breach by the other party,
whether of a similar or dissimilar nature.


     11.3 If any part of this Agreement is found to be in violation of any federal, state or
local law, rule, regulation, ordinance, order or judgment, such portion shall be stricken
from
the Agreement and be of no effect, and the balance of this Agreement shall continue in
effect
until it otherwise terminates or expires. Moreover, in the event that any provision of
this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other
provision hereof.


     11.4 This Agreement incorporates by reference the standards for non-discriminatory service established by Federal agencies and binds Distributor to adhere to
those standards in all practices and activities undertaken pursuant to this Agreement.


     11.5 This Agreement will be governed by and construed in accordance with the
laws of the Republic of KOREA, excluding its conflict of laws principles. The parties
disclaim application of the United Nations Convention on Contracts for the International
Sale
of Goods. Any legal action or proceeding arising under this Agreement will be brought
exclusively in the courts located in the Republic of KOREA and the parties hereby
irrevocably consent to the personal jurisdiction and venue therein.


     11.6 If either party commences an action against the other party for the breach or
alleged breach of this Agreement or for its enforcement, the prevailing party shall be
entitled
to recover, in addition to damages, its reasonable attorneys’ fees and costs from the other
party.


     11.7 This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.


     11.8 Eithre party shall be entitled to assign its interest hereunder without the
consent of the other, provided its’s assignee is capable of performing such party’s
obligations
under the terms of this Agreement.


     11.9
The validity, construction and performance of this Agreement shall be
governed by and interpreted in accordance with the laws of the Republic of KOREA


12







 






     11.10 Headings to articles and sections of this Agreement are to facilitate reference
only, do not form a part of this Agreement, and shall not in any way affect the
interpretation
hereof.




     11.11 This Agreement may be executed by the parties in counterparts, each of which
shall be deemed an original and both of which together shall constitute the one and the same
instrument. When executed, this Agreement and the Exhibits hereto shall constitute the
entire Agreement of the parties and supersede all prior agreements, written or oral of every
sort, and may not be amended except in writing and signed by authorized representatives of
each party.



     IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by a person with full power and authority to bind such party.



“CT&T”




CT&T Co., Ltd




By:
/s/ Young Gi Lee                                        

Name: Young Gi Lee

Title: President & CEO



“Distributor”




T3 Motion, Inc.




By: /s/ Ki Nam                                        

Name: Ki Nam

Title: CEO









13









 











EXHIBIT A




CT&T PRODUCTS




- E-zone products and variations




     - Original & Remodeled Vehicles





A-1









 








EXHIBIT B-1




EXCLUSIVE MARKET TERRITORY




NORTH AMERICA: 




CANADA AND UNITED STATES OF AMERICA




EXCLUSIVE PROFESSIONAL MARKETS: 




ALL U.S. GOVERNMENT, LAW ENFORCEMENT AND SECURITY




B-1









 





EXHIBIT B-2




NON-EXCLUSIVE MARKET TERRITORY




NORTH AMERICA




CANADA, UNITED STATES OF AMERICA, MEXICO AND




CARIBBEAN ISLANDS




MARKETS: 




CONSUMER MARKET




B-1









 





EXHIBIT C




THREE MONTH FIRM / CONFIRMING ORDER





	1)	 	Order for CT&T Vehicle




Distributor shall submit initial 3 months firm and confirming order with additional 2 months
forecast to CT&T (hereinafter “Three Month Firm/Confirming Order”) no later than the 2 month prior
to production of Three Month Firm/Confirming Order.



By placing Three Month Firm/Confirming Order, Distributor shall, unless CT&T rejects said order, be
bound to establish a letter of credit to cover 3 month order quantity and/or by bank wire transfer
prior to shipment to settle payment to CT&T for CT&T Vehicles specified in said order.



Distributor shall submit its proposed monthly purchasing schedule (Forecast Order) of CT&T Vehicle
on the form approved by CT&T for the next five(5) months subsequent to such one month covered by
Monthly Confirming Order not later than the twentieth(20) day of the third month preceding the
month which will be the initiation of such forecasted five(5) months.



If Distributor fails to update its Forecast Order monthly as stipulated in this Section, it will
be deemed to have no intention of continuing its distributorship in the Territory, and CT&T
may terminate this Agreement.




Monthly Ordering Chart





C-1