Filed by sedaredgar.com - EV Transportation, Inc. - Exhibit 10.6






GUARANTY AGREEMENT

                   
THIS GUARANTY AGREEMENT (“Agreement”) is made and entered into as of
October 9, 2008, by EV Transportation, Inc., a Nevada corporation
(“Guarantor”), in favor of Plethora Partners LLC (“Lender”).

WITNESSETH:

                   
A. Lender has agreed to make a $300,000 loan (the “Loan”) to EV Rental
Cars, LLC, a California limited liability company and a wholly owned subsidiary
of Guarantor (“Subsidiary”), as evidenced by that certain Secured
Promissory Note, dated as of the date hereof (the “Note”).

                   
B. Lender is willing to make the Loan only on condition that Guarantor
guarantees the performance by Subsidiary of Subsidiary’s obligations to promptly
pay to Lender all principal, interest, late charges, fees and other sums from
time to time outstanding under the Note and the performance by Subsidiary of
Subsidiary’s obligation to duly, promptly and completely observe, perform and
discharge each and every obligation, covenant and agreement contained in the
Note (the Note and any other documents or instruments referred to therein or
relating thereto are referred to herein as the “Loan Documents”).

                   
C. Guarantor acknowledges that Lender has examined, among other things,
Subsidiary’s creditworthiness and ability to repay the Loan and Guarantor’s
creditworthiness and ability to pay Subsidiary’s obligations under the Loan
Documents.

          NOW,
THEREFORE, in order to induce Lender to make the Loan to Subsidiary and in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Guarantor hereby
covenants and agrees as follows:

                   
1. Guarantor hereby absolutely, irrevocably and unconditionally guarantees to
Lender (and its successors and assigns), the payment and performance of the
Guaranteed Obligations as and when the same shall be due and payable, whether by
lapse of time, by acceleration of maturity or otherwise. Guarantor hereby
absolutely, irrevocably and unconditionally covenants and agrees that it is
liable for the Guaranteed Obligations as a primary obligor, and that each
Guarantor shall fully perform each and every term and provision hereof. As used
herein, the term “Guaranteed Obligations” shall mean each and all of the
obligations of Subsidiary under the Note and all of the other Loan
Documents.

                   
2. This Agreement is irrevocable and shall remain in full force and effect
continuously from the date hereof to and until the date (“Termination
Date”) on which the Guaranteed Obligations are satisfied in full, whereupon
this Agreement shall automatically terminate.

                   
3. If at any time all or any part of any payment made by Guarantor or received
by Lender from Guarantor under or with respect to this Agreement is avoided or
recovered directly or indirectly from Lender as a preference, fraudulent
transfer, or otherwise, 

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then Guarantor’s obligations hereunder shall, to the extent of
the payment avoided or recovered, be deemed to have continued in existence,
notwithstanding such previous payment made by Guarantor or receipt of payment by
Lender, and Guarantor’s obligations hereunder shall continue to be effective or
be reinstated, as the case may be, as to such payment, all as though such
previous payment by Guarantor had never been made. Notwithstanding any payment
made by Guarantor hereunder or any set-off or application of funds of Guarantor
by Lender, Guarantor shall not be entitled to be subrogated to any of the rights
of Lender against Subsidiary or any collateral security or guarantee or right of
offset held by Lender for the payment of the Guaranteed Obligations, nor shall
Guarantor seek or be entitled to seek any contribution or reimbursement from
Subsidiary or any other guarantor in respect of payments made by Guarantor
hereunder until the Termination Date. If any amount shall be paid to Guarantor
on account of such subrogation, contribution or reimbursement rights at any time
when all of the Guaranteed Obligations shall not have been paid in full, such
amount shall be held by Guarantor in trust for Lender, segregated from other
funds of Guarantor, and shall, immediately upon receipt by Guarantor, be turned
over to Lender, in the exact form received by Guarantor (duly indorsed by
Guarantor to Lender, if required), to be applied against the Guaranteed
Obligations, whether matured or unmatured, in such order as Lender may
determine.

                   
4. Guarantor WAIVES notice of acceptance of this Agreement by Lender, and
this Agreement shall immediately be binding upon Guarantor.

                   
5. To the fullest extent permitted by law, Guarantor hereby WAIVES the
following rights, defenses and benefits:

                             
(a) The defense of the statute of limitations in any action hereunder or the
performance of any obligation hereby guaranteed;

                             
(b) Any defense that may arise by reason of the incapacity, lack of authority,
death or disability of any other person or persons or the failure of Lender to
file or enforce a claim against the estate (in administration, bankruptcy or any
other proceeding) of any other person or persons;

                             
(c) Except as otherwise provided herein, diligence and all demands, presentment
for payment, notice of nonpayment, protest, notice of protest and all other
notices of any kind;

                             
(d) Any duty or obligation on Lender’s part to perfect, protect, retain or
enforce any security for the performance of any of the other obligations
guaranteed herein; 

                             
(e) Any duty on the part of Lender to disclose to Guarantor any facts Lender may
now or hereafter know about Subsidiary, regardless of whether Lender has reason
to believe that any such facts materially increase the risk beyond that which
Guarantor intends to assume or has reason to believe that such facts are unknown
to Guarantor or has a reasonable opportunity to communicate such facts to
Guarantor, it being understood and agreed that Guarantor is fully responsible
for being and keeping informed of the financial condition of Subsidiary and of
any and all circumstances bearing on the risk that liability may be incurred by
Guarantor hereunder; and

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(f) Any defense that may arise by reason of any other circumstance whatsoever
(with or without notice to or knowledge of Subsidiary or Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of Subsidiary for the Guaranteed Obligations, or of Guarantor under
the guarantee contained in Section 1 and the grant of the security interests
pursuant to the Security Agreement, in bankruptcy or in any other instance.

                   
6. Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against Guarantor and without notice to or further assent
by Guarantor, (i) any demand for payment of any of the Guaranteed Obligations
made by Lender may be rescinded by Lender and any of the Guaranteed Obligations
continued, (ii) the Guaranteed Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by Lender, (iii) the Note Purchase Agreement and the
other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as Lender may deem advisable from time to time, (iv) any
collateral security, guarantee or right of offset at any time held by Lender for
the payment of the Guaranteed Obligations may be sold, exchanged, waived,
surrendered or released, or (v) Lender shall have failed to protect, secure,
perfect or insure any Encumbrance at any time held by it as security for the
Guaranteed Obligations or for the guarantee contained in Section 1 or any
property subject thereto.

                   
7. All rights, powers and remedies of Lender hereunder shall be cumulative and
not alternative and such rights, powers and remedies shall be in addition to all
rights, powers and remedies available to Lender at law.

                   
8. The liability of Guarantor under this Agreement shall be an absolute, direct,
immediate and unconditional guarantee of payment and not of collection. The
obligations of Guarantor hereunder are independent of the obligations of
Subsidiary to Lender.

                   
9. All notices to Guarantor hereunder shall be in writing and shall be deemed to
have been made (a) upon delivery of such demand in person to Guarantor, or (b)
on the next business day following deposit of an envelope containing such demand
with an overnight courier service (such as Federal Express) for delivery to
Guarantor at the address set forth next to Guarantor’s signature hereon, or (c)
on the second business day following deposit of an envelope containing such
demand in the United States mail, postage prepaid, certified mail,
return-receipt requested, addressed to Guarantor as described above. Guarantor
may change Guarantor’s address for such notices by giving notice of the change
of address to Lender in the manner provided herein. All payments hereunder shall
be made in lawful money of the United States of America. No delay in making
demand on Guarantor for satisfaction of Guarantor’s liabilities hereunder shall
prejudice Lender’s right to enforce such satisfaction.

                   
10. Guarantor shall pay to Lender, upon written demand, all reasonable
attorneys’ fees and all costs and other expenses which Lender expends or incurs
in enforcing this Agreement against Guarantor whether or not suit is filed,
including, without limitation, all reasonable attorneys’ fees, costs and
expenses incurred by Lender in connection with any 

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insolvency, bankruptcy, reorganization, arrangement or other
similar proceedings involving Guarantor which in any way affect the exercise by
Lender of Lender’s rights and remedies hereunder. Until paid to Lender, such
attorneys’ fees, costs and expenses shall bear interest at the legal rate.

                   
11. Should any one or more provisions of this Agreement be determined to be
illegal or unenforceable, all other provisions nevertheless shall be effective.


                   
12. No provision of this Agreement or right of Lender hereunder can be waived
nor shall Guarantor be released from any of Guarantor’s obligations hereunder
except by a writing duly executed by Lender, or unless this Agreement terminates
pursuant to its terms as set forth herein. This Agreement may not be modified,
amended, revised, changed or varied in any way whatsoever except by the express
terms of a writing duly executed by Lender and Guarantor. 

                   
13. When the context and construction so requires, all words used in the
singular herein shall be deemed to have been used in the plural, and the
masculine shall include the feminine and neuter, and vice versa. The word
“person” as used herein shall include any individual, company, firm,
association, partnership, corporation, limited liability company, trust or other
legal entity of any kind whatsoever. If more than one person has signed this
Agreement as Guarantor, it shall be the joint and several obligation of each of
them. All references to statutes herein shall include any modifications,
amendments, substitutions or replacements thereof.

                   
14. This Agreement shall inure to the benefit of and bind the heirs, legal
representatives, administrators, executors, successors and assigns of Lender and
of Guarantor. 

                   
15. Guarantor hereby agrees that:

                             
(a) The execution and delivery to Lender of this Agreement or the accrual of a
claim hereunder in favor of Lender shall be deemed to have caused an event to
occur in the State of California, bringing Guarantor within the jurisdiction of
the state and federal courts in the State of California, and Guarantor further
hereby agrees to and, as a separate and independent covenant, does hereby submit
to the jurisdiction of the state and federal courts in the State of California;


                             
(b) This Agreement is made in the State of California and the provisions hereof
shall be construed and enforced in accordance with the laws of the State of
California (irrespective of its conflicts of laws rules) and, to the extent that
federal law may preempt the applicability of state laws, federal law; and

                             
(c) Nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

                             
(d) It waives, to the maximum extent not prohibited by law, any right it may
have to claim or recover in any legal action or proceeding referred to in this
Section 15 any special, exemplary, punitive or consequential damages.

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16. Except as provided in any other written agreement at any time hereafter in
force between Lender and Guarantor, this Agreement shall constitute the entire
agreement of Guarantor with Lender with respect to the subject matter hereof and
no representation, understanding, promise or condition concerning the subject
matter hereof shall be binding upon Lender unless expressed herein.

                   
17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY IN ANY LEGAL PROCEEDING ARISING
OUT OR A RELATED TO THIS AGREEMENT, THE NOTE, AND THE SECURITY AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY.

                   
THE UNDERSIGNED GUARANTOR ACKNOWLEDGES THAT GUARANTOR WAS AFFORDED THE
OPPORTUNITY TO READ THIS DOCUMENT CAREFULLY AND TO REVIEW IT WITH AN ATTORNEY OF
GUARANTOR’S CHOICE BEFORE SIGNING IT. THE UNDERSIGNED GUARANTOR ACKNOWLEDGES
HAVING READ AND UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT, INCLUDING
BUT NOT LIMITED TO ALL WAIVERS CONTAINED HEREIN, BEFORE SIGNING IT.

                   
IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the day and year
first above written. 

	 	“GUARANTOR”
  
	 	 	  
	 	By: 	
	 	Name: 	William N. Plamondon 
	 	Title: 	Chief Executive Officer/President 
	 	 	  
	 	Address: 
	 	 
	 	5500 West Century
      Boulevard 
	 	Los Angeles, California
      90045 


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