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Promissory Note

This is an actual contract by Li-ion Motors.
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Dated: _________

1. Principal.none

FOR VALUE RECEIVED , the undersigned, Li-ion Motors, Corp., whose address is 4894 Lone Mountain Road #168, Las Vegas, NV 89130 a Nevada corporation ("Borrower") , promises to pay to Frontline Asset Management Inc., a Nevada corporation ("Lender") , whose address is 4933 West Craig Road #126, Las Vegas, NV 89130, the principal sum of Two Million Dollars ($2,000,000.00), with annual interest thereon calculated in accordance with the terms and provisions provided below. All sums owing under this note are payable in lawful money of the United States of America.

2. Interest.none

Interest accrued on this note shall be payable at a fixed annual rate of Twelve Percent (12%), until such time as this note is paid in full.

All amounts required to be paid under Lender's note shall be payable at Lender's office located at 4894 Lone Mountain Road #168, Las Vegas, NV 89130, or at another place as Lender, from time to time, may designate in writing.

Interest calculations shall be based on a 360-day year and charged on the basis of actual days elapsed.

If any required payment is not paid on or before the last business day of the month in which it becomes due, Borrower shall pay, at Lender's option, a late or collection charge not exceeding 5% of the amount of the unpaid amount. Further, the amount of each payment that is not paid on or before the last business day of the month in which it became due shall bear interest from the last business day until paid at the rate or rates charged from time to time on the principal owing under this rate.

3. Monthly Installments.none

Monthly Installments of Interest With Balloon Payment.none Successive installments of interest only, each in the amount of $20,000.00, shall be paid on the first day of each month commencing on April 1, 2010, and continuing thereafter until March 1, 2011, at which time the entire unpaid balance, together with accrued interest, shall be due and payable in full.

4. Maturity Date.none

The entire principal balance of this note, together with all accrued and unpaid interest, shall be due and payable on March 1, 2011 ("maturity date"), unless otherwise prepaid in accordance with the terms of this note.

5. Security.none

(a) This note is secured by, among other things, a Deed of Trust and security agreement ("Deed of Trust") bearing the date of this note, executed and delivered by Borrower, as mortgagor, to Lender, as Mortgagee, encumbering property in Iredell County, North Carolina as more fully described in the Deed of Trust.

(b) This note is further secured by additional collateral documentation, including assignments and guarantees ("security documents"), which were executed and delivered to Lender on the date of this note.

(c) All of the agreements, conditions, covenants, provisions, and stipulations contained in the Deed of Trust and security documents that are to be kept and performed by Borrower and any guarantors of the note, are made hereby a part of this note to the same extent and with the same force and effect as if they were set forth fully herein, and Borrower covenants and agrees to keep and perform them or cause them to be kept and performed strictly in accordance with their terms.

6. Prepayment.none

Borrower may prepay the whole or any portion of this note on any date, upon five days' notice to Lender. Any payments of the principal sum received by Lender under the terms of this note shall be applied in the following order of priority: (a) first, to any accrued interest due and unpaid as of the date of payment; (b) second, to the outstanding principal sum; and (c) the balance, if any, to any accrued, but not yet due and payable, interest.

7. Late Charge.none

If any required payment, including the final payment due on the maturity d
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