World Moto, Inc. : Exhibit 10.5 - Filed by newsfilecorp.com






WORLD MOTO CO., LTD. 

EMPLOYMENT AGREEMENT 

     This Employment Agreement (this
"Agreement"), dated as of April 1, 2013 (the “Effective Date”), by and between
World Moto Co., Ltd., a Thailand corporation located at 131 Thailand Science
Park INC-1 #214 Phahonyothin Road Klong1, Klong Luang, Pathumthani 12120
Thailand (the "Company"), and Christopher Ziomkowski, an individual with an
address at 209/123 Muang Ake Phase 5, Lakhok Muang, Pathumthani 12000 (the
“Executive”).

     WHEREAS, the Company and
Executive desire to provide for the at-will employment of Executive by the
Company on the terms set forth herein;

     NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the Company and Executive hereby agree
as follows: 

     1. Employment.

     1.1 Position. The Company
hereby employs the Executive, and the Executive hereby accepts employment, as
the Chief Technology Officer of the Company, on the terms and conditions
hereinafter set forth 

     1.2 Duties. The Executive shall serve as the
  Company’s Chief Technology Officer and shall perform the customary duties and
  responsibilities implied by such position, subject to the power and authority of
  the Board to overrule actions of officers of the Company. In such capacities the
  Executive shall report directly to the Chief Executive Officer. These positions,
  duties, and responsibilities can be modified as reasonably required to suit the
  specific requirements and needs of the Company, provided that the same shall be
  commensurate with the Executive’s experience and expertise and shall not result
  in the Executive having duties and responsibilities substantially less senior
  and more onerous to the Executive. 

     1.3 Time and Effort.
During the Term, the Executive shall, except for vacation periods as provided
for herein and reasonable periods of illness or disability, devote substantially
all of the Executive’s working time, attention, abilities, skill, labor and
efforts to the performance of the Executive’s obligations hereunder. The
Executive shall not, during the Term of this Agreement (as herein defined),
engage in any other business activity or conduct, whether or not such business
activity or conduct is pursued for gain, profit or other pecuniary advantage,
which activity or conduct adversely affects in any material respect the
Executive’s ability to perform his obligations hereunder, except with the prior
written consent of the Board of Directors (the “Board”). Notwithstanding the
foregoing, the parties recognize and agree that Executive may engage in personal
investments and other business, civic or charitable activities that do not
conflict with the business and affairs of the Company or interfere in any
material respect with Executive's performance of his duties hereunder. The Executive will at all
times perform all of the duties and obligations required of the Executive by the
terms of this Agreement in a loyal and conscientious manner and to the best of
the Executive’s ability and experience. Executive agrees to comply in all
material respects with (i) the policies and directives of the Company (including
the Company’s code of ethics and insider trading policy), and (ii) with all
applicable laws and regulations of the countries in which the Company operates,
all as in effect from time to time. 

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     1.4 Travel. Executive will
undertake appropriate business travel as reasonably required by the Company.

     2. Term. The term (the
"Term") of this Agreement shall commence on the Effective Date and shall
continue until terminated by either party for any reason whatsoever. Executive
understands and acknowledges that his employment by the Company is
at-will, and either party may terminate this Agreement with or without
notice at any time.

     3. Compensation.

     3.1 Base Salary. The
Company agrees to pay the Executive, and Executive agrees to accept, a base cash
salary (the “Base Salary”), in accordance with the Company's normal payroll
procedures applicable to executives, payable monthly. The Base Salary shall
initially be payable at the rate of ฿230,000 THB per month for the first six (6)
months, after which the Board, in good faith and at its sole discretion, will
review the Base Salary to determine any changes to the monthly amount. All
compensation payments to be made to the Executive will be subject to required
withholding of all income and employment taxes. 

     3.2. Annual Review. During
the month preceding each anniversary of the Effective Date, or at such other
time as the Company may establish in its discretion, the Board will review the
Executive's compensation and the Company's financial circumstances and needs and
determine in good faith, at the Board’s sole discretion, if any change is
merited based upon Executive's performance and the total cash compensation paid
by comparable companies to executives with comparable experience and
responsibilities.

     3.3 Compensation From Other
Sources. Any proceeds that Executive receives by virtue of qualifying for
disability insurance, disability benefits, or health or accident insurance shall
belong exclusively to Executive.

     3.4 Stock Options. The
Executive will be entitled to participate in the company stock option and
incentive plan. The details of which will be negotiated independently at the
time the Board of Directors approves the stock option plan. 

     4. Expenses. The Company
will pay or reimburse Executive for all necessary out-of-pocket transportation,
hotel, and other expenses reasonably incurred by Executive in the conduct of the
business of the Company upon submission of such itemized vouchers, receipts or other documentation with respect to any
such expenses as shall be reasonably requested by the Company, and, in any
event, in accordance with the guidelines of the Company, if any, published from
time to time.

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     5. Benefits. During the
Term, the Company shall provide the Executive and his eligible dependents:
spouse and children under the age of 21, living with the Executive, at the
Company's expense, with all benefits currently in place or subsequently
established by the Company. Executive shall be entitled to (i) [four] weeks of
paid vacation in each calendar year, and (ii) paid days off for illness,
religious observance and personal reasons (which shall, in any event, be in
conformance with the standard requirements of the Kingdom of Thailand), all in
accordance with the Company’s policy in effect from time to time. The timing of
such vacation and personal days shall be scheduled in a reasonable manner by
Executive and shall not interfere with the operations of the Company.

     6. Termination.

     6.1 Termination Events.
The Term shall terminate on the earliest to occur of the following: 

               (i)
upon written notice by either the Company or Executive; 

               (ii)
the death of the Executive; 

               (iii)
upon thirty days’ written notice from the Company in the event of the
Executive’s Disability (as used herein, “Disability” means (A) the physical or
mental disability which prevents the Executive from performing his obligations
under this Agreement in substantially the same manner as performed immediately
before the applicable event for a period of six consecutive months or an
aggregate of 180 days during any period of 365 consecutive days) or (B) a
written determination by a licensed medical doctor selected by the Company and
reasonably acceptable to the Executive that the Executive has incurred a
physical or mental disability from which he will not be able to recover
sufficiently to return to full-time active employment hereunder within 365 days
of the determination (a “Permanent Disability”). The Executive shall cooperate
with and permit examination by any licensed medical doctor retained by the
Company to evaluate whether he has suffered a Permanent Disability (but in no
event shall Executive be required to submit to any invasive or painful
procedures); or 

               (iv)
upon written notice from the Company to Executive that Executive’s employment is
being terminated for Cause, as herein defined, the giving of which notice shall
be authorized by vote of the Board. As used herein, "Cause" shall be limited to
the Executive’s: (A) embezzlement or willful misappropriation of funds of the
Company, (B) conduct that causes material harm to the Company or willful
misconduct by Executive; (C) conviction or commission of, or plea of nolo
contendere by, Executive of any felony, misdemeanor or other illegal conduct
involving an act of moral turpitude or otherwise relating directly or indirectly
to the business or reputation of the Company; (D) habitual drug or other
substance abuse that interferes in any material respects with the performance of Executive's duties under this Agreement; (E)
debarment by any federal agency that would limit or prohibit Executive from
serving in his prescribed capacity for the Company under this Agreement; (F)
continuing failure to communicate and fully disclose any and all information
related to the business, operations, management and accounting of the Company to
the Board, the failure of which would adversely impact the Company or may result
in a violation of state or federal securities laws; (G) continuing willful and
intentional failure to perform his duties as stated herein or as reasonably
requested by the Board of Directors of the Company; or (I) dishonesty towards,
fraud upon, or deliberate injury or attempted injury to the Company; or 

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               (v)
upon written notice from the Executive to the Company that the Executive is
terminating his employment for Good Reason, as herein defined, provided that the
Executive may not terminate his employment pursuant to this clause unless he has
given the Company written notice of the grounds constituting Good Reason in
reasonable detail and the Company persists for thirty (30) days thereafter in
the conduct giving rise to such right of termination for Good Reason. As used
herein, “Good Reason” means (A) if the Company, without Executive's prior
written consent thereto, significantly reduces Executive's Base Salary as
provided in this Agreement, (B) a relocation of Executive’s primary site of
employment, which is located more than 50 miles from his then current primary
site of employment, or (C) a repeated assignment to Executive of duties
materially inconsistent with his position; provided, however, this
Subsection (v) is subject to the terms of Subsection (iv) which shall
take precedence for the purposes of any termination payments in accordance with
Section 6.3 hereof.

     6.2 Change of Control If
the Employee is terminated other than for cause or disability or in violation of
the change of control, then the Employee as the case may be shall be entitled to
be paid 200% of such annual base compensation immediately, plus 200% of such
annual incentive bonus immediately.

“Change in Control" means the
occurrence of any one or more of the following: 

(i) Any Person becomes an Acquiring
Person, except as the result of (A) any acquisition of Voting Securities of the
Company by the Company or (B) any acquisition of Voting Securities of the
Company directly from the Company (as authorized by the Board). For the purposes
of this agreement an "Acquiring Person" means any Person that, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding, but shall not include the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
plan. 

(ii) Individuals who constitute the
Incumbent Board cease for any reason to constitute at least a majority of the
Board; and for this purpose, any individual who becomes a member of the
Board after the date of this Agreement whose election, or nomination for
election by holders of the Company's Voting Securities, was approved by the vote
of at least a majority of the individuals then constituting the Incumbent Board
shall be considered a member of the Incumbent Board (except that any such
individual whose initial election as director occurs as the result of an actual
or threatened election contest, within the meaning of Rule 14a-11 under the
Exchange Act, or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so considered).

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(iii) The consummation of a
reorganization, merger, share exchange, consolidation, or sale or disposition of
all or substantially all of the assets of the Company unless, in any case, the
Persons who or which Beneficially Own the Voting Securities of the Company
immediately before that transaction Beneficially Own, directly or indirectly,
immediately after the transaction, at least 75% of the Voting Securities of the
Company or any other corporation or other entity resulting from or surviving the
transaction (including a corporation or other entity which, as the result of the
transaction, owns all or substantially all of Voting Securities of the Company
or all or substantially all of the Company's assets, either directly or
indirectly through one or more subsidiaries) in substantially the same
proportion as their respective ownership of the Voting Securities of the Company
immediately before that transaction. 

(iv) The Company's shareholders approve
a complete liquidation or dissolution of the Company. 

     6.3 Termination Payments;
Internal Revenue Code.

               (a)
Upon termination of Executive’s employment hereunder for any reason specified in
Sections 6.1(i) through (v) above, the Company's obligations to
Executive shall terminate, subject to prompt payment within thirty (30) days of
all monies due hereunder up to the date of termination including unpaid Base
Salary and reimbursement of reasonable business expenses as well as continuation
of any applicable benefits as required by laws of the Kingdom of Thailand. All
non-vested options shall be deemed canceled as of the date of termination.

               (b)
Upon termination of this Agreement, the provisions of Sections 6.3, 7, 8, 9, 10,
11, and 12.9 shall survive the termination of this Agreement for a period of
five (5) years. 

     7. Proprietary Information;
Confidentiality.

     7.1 Confidential
Information. Executive, during the course of his duties, will be handling
financial, accounting, statistical, marketing and personnel information of the
Company and/or its customers or other third-parties. All such
information is confidential and shall not be disclosed, directly or indirectly,
or used by Executive in any way, either during the term of this Agreement or at
any time thereafter except as required in the course of Executive’s employment
with the Company. Executive agrees not to disclose to any others, or take or use
for Executive’s own purposes or purposes of any others, during the term of this
Agreement, any of the Company's Confidential Information (as defined below).
Executive agrees that these restrictions shall also apply to (1) Confidential
Information belonging to third parties in the Company's possession, and (2)
Confidential Information conceived, originated, discovered or developed by
Executive during the term of this Agreement. "Confidential Information" means
any Company proprietary information, trade secrets or know-how (of any kind,
type or nature, whether written, stored on magnetic or other media, or oral),
including, but not limited to, research, plans, services, customer lists,
computer programs, computer applications or computer software, marketing,
finances or other business information that has been compiled, prepared,
devised, developed, designed, discovered, or otherwise learned by Executive
during the course of his employment and/or disclosed to Executive by the
Company, either directly or indirectly, in writing, orally, or by observation of
any business conduct. Confidential Information does not include any of the
foregoing items that has become publicly known and made generally available
through no wrongful act of Executive. Executive further agrees not to use
improperly or disclose or bring onto the premises of the Company any trade
secrets of another person or entity during the term of this Agreement.

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     7.2 Return of Property.
Executive agrees that upon termination of employment with the Company, Executive
will deliver to the Company all devices, records, data, disks, computer files,
notes, reports, proposals, lists, correspondence, materials, equipment, other
documents or property, or reproductions of any aforementioned items developed by
Executive pursuant to employment with the Company or otherwise belonging to the
Company, its successors or assigns. 

     7.3 Employment
Information. Executive represents and warrants to the Company that
information provided by Executive in connection with his employment and any
supplemental information provided to the Company is complete, true and
materially correct in all respects. Executive has not omitted any information
that is or may reasonably be considered necessary or useful to evaluate the
information provided by Executive to the Company. Executive shall immediately
notify the Company in writing of any change in the accuracy or completeness of
all such information. 

     7.4 Other Agreements.
Executive represents that the performance of all the terms of this Agreement
will not breach any agreement to keep in confidence proprietary information
acquired by Executive in confidence or in trust prior to employment with the
Company. Executive has not and shall not: (i) disclose or use in the course of
his employment with the Company, any proprietary or trade-secret information
belonging to another; or (ii) enter into any oral or written agreement in
conflict with this Agreement. 

     8. Unfair Competition;
Non-Solicitation. 

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     8.1 Unfair Competition.
During the term of this Agreement, Executive has a duty of loyalty and a
fiduciary duty to the Company. Executive shall not, directly or indirectly,
whether as a partner, employee, creditor, stockholder, or otherwise, promote,
participate, or engage in any activity or other business which is directly
competitive to the current operations of the Company or the currently
contemplated future operations of the Company. The obligation of Executive not
to compete with the Company shall not prohibit Executive from owning or
purchasing more than a five percent (5%) beneficial interest in any securities
that are regularly traded on a recognized stock exchange or on the
over-the-counter market subject to relevant federal and state securities laws.
To the fullest extent permitted by law, upon the termination of Executive’s
employment with the Company for any reason, Executive shall not use any of the
Company’s confidential, proprietary or trade secrets information to directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or any other individual or
representative capacity, engage or participate in any business, wherever
located, that is in direct competition with the business of Employer. Should any
portion of this Section be deemed unenforceable because of the scope, duration
or territory encompassed by the undertakings of the Executive hereunder, and
only in such event, then the Executive and the Company consent and agree to such
limitation on scope, duration or territory as may be finally adjudicated as
enforceable by a court of competent jurisdiction after the exhaustion of all
appeals.

     8.2 Non-Solicitation of
Customers. While employed by the Company, Executive shall not divert or
attempt to divert (by solicitation or other means), whether directly or
indirectly, the Company’s customers for the purpose of inducing or encouraging
them to sever their relationship with the Company or to solicit them in
connection with any product or service competing with those products and
services offered and sold by the Company. Also, to the fullest extent
permissible under applicable law, following termination of Executive’s
employment with the Company for any reason, Executive agrees not use any of the
Company’s confidential, proprietary or trade secrets information to directly or
indirectly divert or attempt to divert (by solicitation or other means) the
Company’s customers for the purpose of inducing or encouraging them to sever
their relationship with the Company or to solicit them in connection with any
product or service competing with those products and services offered and sold
by the Company.

     8.3 Non-Disparagement.
Upon termination of Executive's employment with the Company, Executive agrees to
not make any disparaging remarks about the Company, or any officers, directors,
employees, consultants or independent contractors of or to any of the foregoing.


     9. Trade Secrets.
Executive shall not disclose to any others, or take or use for Executive’s own
purposes or purposes of any others, during the Term or at any time thereafter,
any of the Company’s trade secrets, including without limitation, Confidential
Information, customer lists, computer programs, applications or software or
intellectual property of the Company. Executive agrees that these restrictions
shall also apply to (i) trade secrets belonging to third parties in Company’s
possession and (ii) trade secrets conceived, originated, discovered or developed
by Executive during the Term of this Agreement relating to the affairs of the
Company.

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     10. Inventions; Ownership
Rights. Executive agrees that all ideas, techniques, inventions, systems,
formulas, designs, discoveries, technical information, programs, prototypes and
similar developments (“Inventions”) developed, created, discovered, made,
written or obtained by Executive in the course of or as a result of performance
of his duties hereunder, and all related industrial property, trademarks,
service marks, copyrights, patent rights, moral rights, trade secrets and other
forms of protection thereof, shall be and remain the sole property of the
Company and its assigns. Executive shall promptly disclose to Company, or any
persons designated by it, all Inventions, made or conceived or reduced to
practice or learned by Executive, either alone or jointly with others, during
the Term which are related to or useful in the business of the Company, or
result from tasks assigned to Executive by the Company, or result from use of
premises owned, leased or contracted by the Company. Such disclosure shall
continue for one year after termination of employment with respect to anything
that would be an Invention if made, conceived, reduced to practice or learned
prior to termination of employment. Executive agrees to execute or cause to be
executed such assignments and applications, registrations and other documents
and to take such other action as may be reasonably requested by the Company to
enable the Company to protect its rights to any such Inventions. If the Company
requires Executive’s assistance in executing or causing to be executed such
assignments and applications, registrations and other documents under this
Section (all of which shall be prepared at the expense of the Company) after
termination of this Agreement, Executive shall do so at mutually convenient
times and places and be compensated for his time actually spent in providing
such assistance at a reasonable hourly rate as agreed upon by the parties and be
reimbursed for any necessary expenses, including reasonable attorney’s fees,
reasonably incurred in doing so. In the event that the Company is unable for any
reason whatsoever to secure Executive's signature to any lawful and necessary
document required to apply for or execute any such documents with respect to
Inventions (including renewals, extension, continuations, divisions or
continuations in part thereof), Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents, as Executive's
agents and attorneys-in-fact to act for and in his behalf and instead of him, to
execute and file any such application and document and to do all other lawfully
permitted acts with respect thereto with the same legal force and effect as if
executed by Executive. As a matter of record Executive has identified beneath
his signature hereto a complete list of all inventions or improvements relevant
to the subject matter of his employment by the Company which have been made or
conceived or first reduced to practice by him alone or jointly with others prior
to his employment by the Company ("Prior Inventions") which Executive desires to
remove from the operation of this Agreement; and Executive covenants that such
list is complete. Executive agrees and acknowledges that in further
consideration of his employment under this Agreement, in the absence of such
list of Prior Inventions, all Prior Inventions shall be the sole and exclusive
property of the Company and Executive agrees to execute or cause to be executed
such assignments and applications, registrations and other documents and to take
such other action as may be reasonably requested by the Company to enable the Company to
protect its rights to any such Prior Inventions.

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     11. Indemnification. In
the event Executive or his estate or executors becomes a party, or is threatened
to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of Company, and whether civil,
criminal, administrative, investigative or otherwise, by reason of Executive's
performance of Executive's duties hereunder or the fact that Executive is or was
a director, officer, employee, agent or fiduciary of the Company, or is or was
serving at the request of Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, the
Company shall, to the maximum extent permitted by applicable law, hold the
Executive harmless from and against any claim, loss or cause of action arising
from or relating thereto; provided, however, that the indemnity provided under
this Section shall not apply with respect to any liability or matter arising
from acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, for any breach of the Executive’s duty of loyalty
to the Company, or for any transaction from which the Executive derived an
improper personal benefit. If any claim is asserted against the Executive for
which the Executive reasonably believes in good faith he is entitled to be
indemnified hereunder, the Company shall, at its option and to the maximum
extent permitted by applicable law, (i) assume the defense thereof or (ii) pay
the Executive’s reasonable legal expenses (or cause such expenses to be paid) on
a quarterly basis, if the Company does not so assume the defense; provided, that
the Executive shall reimburse the Company for such amounts if the Executive
shall be found by a final, non-appealable order of a court of competent
jurisdiction or any arbitrator not to be entitled to indemnification hereunder.
Executive shall cooperate as reasonably requested by the Company in the defense
of any such threatened or pending action, suit or proceeding. The Company's
indemnity obligations and duties as set forth in this shall survive indefinitely
the termination or expiration of this Agreement for any reason.

     12. Miscellaneous.

     12.1 Assignment. It is
hereby agreed that Executive’s rights and obligations under this Agreement are
personal and may not be delegated or assigned. No assignment by the Company
shall be effective unless the assignee expressly agrees in writing to become
bound by the terms and conditions hereof. 

     12.2 Binding Effect. The
obligations of this Agreement shall be binding upon, and the benefits of this
Agreement shall inure to, the parties hereto, their legal representatives,
administrators, executors, heirs, legatees, distributees, successors and
permitted assigns, and upon transferees by operation of law, whether or not any
such person or entity shall have signed this Agreement. 

     12.3 Notices. Any notice
permitted, required or given hereunder shall be in writing and shall be
delivered (i) personally, (ii) by any prepaid overnight courier delivery service
then in general use, (iii) mailed, by registered or certified mail, return
receipt requested, or (iv) transmitted by fax and then confirmed within three
business days by any other method set forth above, to the addresses
designated on the first page hereof or at such other address as may be
designated by notice duly given hereunder. A notice provided in the manner
required herein shall be deemed given: (i) if delivered personally, upon
delivery; (ii) if sent by overnight courier, on the first business day after it
is sent; (iii) if mailed, three business days after mailing; and (iv) if sent by
fax, upon actual receipt of the fax or confirmation thereof (whichever is
first).

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     12.4 Further Assurances.
Each of the parties agrees to execute, acknowledge, deliver, file, record and
publish such certificates, instruments, agreements and other documents, and to
take all such further action as may be required by law or which either party
deems reasonably necessary or useful in furtherance of the purposes and
objectives and intentions underlying this Agreement and not inconsistent with
its terms.

     12.5 Entire Agreement.
This Agreement incorporates the entire agreement between the parties relating to
the subject matter hereof and supersedes all prior agreements and understandings
of the parties, whether written or oral, with respect to its subject matter.


     12.6 Amendments; Waiver.
Except as expressly provided herein, neither this Agreement nor any provision
hereof may be terminated, modified or amended unless in writing signed by both
parties hereto. No waiver by any party, whether express or implied, of any
provision of this Agreement, or of any breach or default, shall constitute a
waiver of a breach of any similar or dissimilar provision or condition or shall
be effective unless in writing signed by the party against whom enforcement is
sought. 

     12.7 Severability;
Captions. If any provision of this Agreement or the application thereof to
any person or circumstances shall be held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provision to
other parties or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law. The headings in this Agreement
are inserted for convenience and identification only. 

     12.8 Actions Contrary to
Law. Nothing contained in this Agreement shall be construed to require the
commission of any act contrary to law, and whenever there is any conflict
between any provision of this Agreement and any statute, law, ordinance, or
regulation, contrary to which the parties have no legal right to contract, then
the latter shall prevail; but in such event, the provisions of this Agreement so
affected shall be curtailed and limited only to the extent necessary to bring it
within legal requirements. 

     12.9 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the Kingdom of Thailand without giving effect to its principles of
conflicts of law. The parties irrevocably agree to submit to the jurisdiction of
the courts within the Kingdom of Thailand and waive any defense based on forum
non convenes or improper venue with respect thereto. Each party shall pay their
own attorney’s fees and costs. No remedy conferred in this Agreement upon the
Executive or the Company is intended to be exclusive of any other remedy, and
each and every such remedy shall be cumulative and shall be in addition to every
other remedy conferred herein or now or hereafter existing at law or in equity
or by statute or otherwise. 

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     12.10 Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original and together shall constitute a single document.

     12.11 Tax Advice. The
Executive acknowledges that the Executive has not relied and will not rely upon
the Company or the Company’s counsel with respect to any tax consequences
related to the terms and conditions of this Agreement. The Executive assumes
full responsibility for all such consequences and for the preparation and filing
of all tax returns and elections which may or must be filed in connection with
this Agreement.

     12.12 Representation. The
parties to this Agreement, and each of them, acknowledge, agree, and represent
that it: (a) has directly participated in the negotiation and preparation of
this Agreement; (b) has read the Agreement and has had the opportunity to
discuss it with counsel of its own choosing; (c) it is fully aware of the
contents and legal effect of this Agreement; (d) has authority to enter into and
sign the Agreement; and (e) enters into and signs the same by its own free will.


     12.13 Drafting. The
parties to this Agreement acknowledge that each of them have participated in the
drafting and negotiation of this Agreement. For purposes of interpreting this
Agreement, each provision, paragraph, sentence and word herein shall be deemed
to have been jointly drafted by both parties. The parties intend for this
Agreement to be construed and interpreted neutrally in accordance with the plain
meaning of the language contained herein, and not presumptively construed
against any actual or purported drafter of any specific language contained
herein.

     IN WITNESSETH WHEREOF, the
undersigned have executed this Agreement as of the date first above written.

	 	World Moto, Co. Ltd. 
	 	  
	 	  
	 	By: ___________________________________
	 	Name: Chris Ziomkowski 
	 	Title: Managing Director 
	 	  
	 	  
	 	  
	 	_______________________________________
	 	[_Christopher Ziomkowski_____]



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