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EXHIBIT 10.1

                             JOINT VENTURE AGREEMENT

This Joint Venture Agreement ("Agreement") is made on January 17, 2006
("Effective date") between NU POW'R, a Nevada Limited Liability Company, with
it's principal offices at P.O. Box 130369, Carlsbad, CA 92013 (hereinafter "NP")
and Armor Electric Inc., a Nevada Corporation, with its principal offices at 201
Lomas Santa Fe #320 Solana Beach, CA.,
92075 (hereinafter "Armor")

RECITALS

WHEREAS, The Joint Venturers have agreed to make and distribute Electric
Propulsion Systems that make use of a `modular' and `system approach' to propel
electric vehicles. The Joint Venturers have also agreed to produce two, three,
and four wheeled vehicles, Scooters and other products, ("Products");
hereinafter called the ("Business Interest").

The Joint Venturers consider it advisable to acquire and to hold their Business
Interest through a Joint Venture company (L.L.C.) so as to avoid the necessity
of numerous separate agreements, to maintain the legal title to the Business
Interest in a simple and practicable form, and facilitate the collection and
distribution of the profits accruing under the Business Interest.

IT IS THEREFORE AGREED

1. PURPOSE.

     That the Joint Venturers form this joint venture to acquire and hold the
     Business Interest in common and to provide the finances required for its
     acquisition. To the extent set forth in this Agreement, each of the Joint
     Venturers appoint as their agent ARMOR Electric, Inc., hereinafter referred
     to as "Agent" whose duty it shall be to hold each of the undivided
     fractional parts in the Business Interest for the benefit of, and as agent
     for, the respective Joint Venturers.

2.   DUTIES OF THE AGENT

     a.   The Agent will, on behalf of the Joint Venturers, form a new Limited
          Liability Company, hereinafter referred to as "JVC", in either the
          State of California or Nevada for the purpose of conducting the
          business activities of the Business Interest. Ownership equity in the
          JVC will be established as set forth in this Agreement.

     b.   The name, trademarks, logos, domains, and other identifying features
          of the JVC will be agreed to by the Joint Venturers prior to formation
          and/or acquisition by the Agent.


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                                                              ARMOR     NU POW'R
                                                               /s/        /s/

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     c.   The Agent shall be responsible for the administrative oversight of the
          JVC and shall prepare and maintain, in accordance with generally
          accepted accounting principles consistently applied, complete and
          accurate books of account and records covering all transactions
          arising out of or relating to this Agreement. Joint Venturers or their
          duly authorized representatives have the right, during regular
          business hours, for the duration of this Agreement and for a period of
          three (3) years thereafter to audit said books of account and records
          and examine all other documents and material in the possession or
          under the control of the Agent with respect to the subject matter and
          the terms of this Agreement, including without limitations, banking
          records, payments, credits, debits, purchase orders, invoices, and
          shipping documents. All such books of account, records, and documents
          shall be kept available by Agent for at least three years after the
          end of the calendar year to which they relate.

     d.   At such time as the Joint Venturers deem appropriate, and the JVC can
          assume these functions internally, the Agent will cease its
          activities, relinquish control and responsibility as Agent, and
          facilitate the transition of its functions to the designee of the
          Joint Venturers.

3.   LIABILITY OF AGENT.

     The Agent shall be liable only for its own willful misfeasance and bad
     faith, and no one who is not a party to this Agreement shall have any
     rights whatsoever under this agreement against the Agent for any action
     taken or not taken by the Agent.

4.   CONTRIBUTIONS

     a.   Armor shall be responsible for initial capitalization of the NC and
          have the on-going responsibility for providing Operational as well as
          Research and Development (R&D) capital necessary until such time as
          the JVC can sustain itself from revenues derived from its business
          activities.

     b.   NP will Vend-in to the NC its current EPS Technology, (including
          technologies related to the associated vehicles) as well as all
          existing contracts and/or prospective contracts, (related to the EPS
          Technology and associated vehicles) in consideration of a Vend-in fee
          for Technology of $10,000,000.00 (Ten Million U.S. dollars) in
          accordance with the schedule below.

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          i.   Vend-in fee will be paid as 50% ($5,000,000.00) U.S. dollars to
               NP and 50% ($5,000,000.00) equity in the Joint Venture Company
               (JVC)

          ii.  Payment 1: $50,000.00 payable on January 13, 2006; PAYMENT OF
               WHICH IS HEREBY ACKNOWLEDGED.

          iii. Payment 2: $50,000.00 payable upon the execution of this
               agreement.

          iv.  Payment 3: $150,000.00 payable as needed for operations of the
               Joint Venture between execution of this Agreement and April 1,
               2006

          v.   When all payments through paragraph (iv) have been made, Armor
               shall secure a Twenty-five percent (25%) equity interest in the
               Joint Venture Company and retain an option to secure another 25%
               for a total of 50% upon payment of an additional $250,000.00

          vi.  The balance of $4,750,000, (or $4,500,000 respectively) cash
               component is to be paid as either a percentage of sales or
               royalties equal to twenty five percent (25%) of the gross profit
               from sales activities, (profits realized to the Joint Venture
               after all cost related to producing product, including
               manufacturing, freight, and all other costs relating to the
               delivery of product to the client and any other reasonable
               expense). All funds received by NP in accordance with this Joint
               Venture Agreement will be credited towards the Vend-in fee until
               satisfied.

     c.   The Joint Venturers will work together and expend their best efforts
          toward the development, production, marketing, and sales of Products
          to the benefit of the JVC.

5.   BUSINESS PROCESS.

     The business process of the Joint Venture is as follows:

     a.   Armor will, with technical support from NP, be responsible for
          Marketing and Sales of the Products until such time as the NC can
          assume this function internally and fund its business activities from
          revenues derived sales.

     b.   Armor will, as Agent, provide administrative services to the JVC until
          such time as the JVC can assume this function internally and fund its
          business activities from revenues derived sales.

     c.   NP will negotiate most favorable pricing contracts for components from
          its suppliers for the JVC. The JVC will purchase components directly
          against the contracts from the suppliers.


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                                                              ARMOR     NU POW'R
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     d.   NP will sell the Energy Storage Systems, (ESS) and Battery Management
          Systems, (BMS) to the JVC on a cost basis.

     e.   NP will be the sole source supplier for all Energy Storage Systems
          used by the JV with its products.

     f.   All Products designed, developed, and intellectual property resulting
          from the R&D efforts of the JVC will be the sole property of the NC.

6.   ASSIGNMENT

     a.   Either Joint Venturer may, at its election, assign any or all of their
          rights, equity, or delegate their obligations under this Agreement

          i.   To any Person or entity that acquires or otherwise succeeds
               (whether by merger, acquisition of assets, or otherwise) all or
               any portion of the Joint Venturers assets or business. In the
               event that either or both Joint Venturer(s) assigns its rights,
               equity, or delegates its obligations under this Agreement as
               permitted by this Section 4.b.i., such Joint Venturer shall
               automatically, (and without the necessity of any further action
               on the part of the other Joint Venturer) be fully and
               unconditionally released and discharged from all of its
               obligations of this Agreement.

7.   PINSTRIPE

     It is agreed between the parties of this agreement that the initial
     $250,000.00 will be raised by Armor in cooperation with Pinstripe Financial
     LLC, hereinafter ("Pinstripe"). In consideration, Pinstripe shall secure a
     33.3% share of the net profits realized by the JVC from the Contract
     identified as "BIMO". The Net Profit distributions from the BIMO contract
     will be as follows:

     a.   Pinstripe: 33.3%
     b.   Armor: 33.3%
     c.   NP 33.3%

8.   CAPITAL DISTRIBUTIONS FROM THE JVC.

     a.   Net Profits" and "Net Losses" shall mean the income, gain, loss,
          deductions, and credits of the JVC in the aggregate or separately
          stated, as appropriate, determined in accordance with the method of
          accounting at the close of each fiscal year employed on the JVC's
          information tax return filed for federal income tax purposes.

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                                                              ARMOR     NU POW'R
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     b.   Net Profit and/or Net Loss shall be allocated to the Joint Venturers
          in proportion to their Equity Interests in the P/C and pursuant to the
          Operating Agreement of the JVC.

9.   ADDITIONAL OPTIONS

     Armor and/or the JVC shall have the option to purchase rights to other
     technologies with reasonable and acceptable terms; developed by NP other
     than Propulsions Systems.

10.  TERM.

     This Agreement shall terminate and the obligations of the Agent shall be
     deemed completed on the happening of either of the following events:

     a.   The receipt and distribution by the Agent of the final net profits
          accruing under the Business Interest, or:

     b.   Termination by mutual assent of all Joint Venturers.

11.  COMPENSATION OF AGENT.

     Unless otherwise agreed to in the future by a majority in interest of the
     Joint Venturers, the Agent shall not receive any compensation for services
     rendered under this Agreement.

12.  ARBITRATION AND ATTORNEYS FEES.

     The Joint Venturers agree that any dispute, claim or controversy concerning
     this Agreement or the termination of this agreement, or any dispute, claim
     or controversy arising out of or relating to any interpretation,
     construction, performance or breach of this Agreement shall be settled by
     arbitration to be held in San Diego, California in accordance with the
     rules then in effect of the American Arbitration Association. The
     arbitrator may grant injunctions or other relief in such dispute or
     controversy. The decision of the arbitrator shall be final, conclusive and
     binding on the parties to the arbitration. Judgment may be entered on the
     arbitrator's decision in any court having jurisdiction. The Joint Venturers
     will pay the costs and expense of such arbitration in such proportions as
     the arbitrator shall decide, and each Joint Venturer shall separately its
     own counsel fees and expenses.




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                                                              ARMOR     NU POW'R
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13.  GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION.

     This agreement will be governed by the laws of the State of California
     without regard for conflicts of laws principles. Each Joint Venturer hereby
     expressly consents to the personal jurisdiction of the State and Federal
     courts located in the State of California for any lawsuit filed there
     against any party to this agreement by any other party to this agreement
     concerning the Joint Venture or any matter arising from or relating to this
     agreement.

14.  COMPLETE UNDERSTANDING; MODIFICATION.

     This Agreement constitutes the complete and exclusive understanding and
     agreement of the Joint Venturers with respect to the subject matter hereof
     and supersedes all prior understandings and agreements, whether written or
     oral, with respect to the subject matter hereof. Any waiver, modification,
     or amendment of any provisions of this Agreement will be effective only if
     in writing and signed by the parties hereto. Failure of either Party at any
     time to enforce any provisions of this Agreement shall in no way affect the
     validity of this Agreement. The exercise by any Party of any of its rights
     under this Agreement shall not preclude or prejudice such Party from
     exercising the same or any other right it may have under this Agreement
     irrespective of any previous action taken.

15.  INTEGRATION.

     This Agreement contains the entire agreement between the parties hereto
     with respect to the transactions contemplated hereby. If any
     representation, warranty, promise, or statement has not been written
     specifically into this Agreement, then such representation, warranty,
     promise, or statement shall not be binding upon the parties hereto.

16.  CONFIDENTIALITY.

     The parties agree to maintain complete confidentiality concerning the
     business affairs of the other and all proprietary information which each
     may receive from the other. The parties agree to assume that any
     information, which is divulged to the other, is proprietary information and
     each agrees not to divulge, disclose, or disseminate any such proprietary
     information to third parties without the written consent of the other.


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                                                              ARMOR     NU POW'R
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17.  NOTICES

     All notices required or permitted under this Agreement will be in writing
     and delivered by confirmed facsimile transmission, by courier or overnight
     delivery service, or by certified mail, and in each instance will be deemed
     given upon receipt. All notices will be sent to the addresses set forth
     below or to such other address as may be specified by either Joint Venturer
     to the other in accordance with this Section.


                      For: NP                             For: ARMOR
         NU POW'R, LLC.                      Armor Electric, Inc.
         P.O. Box: 130369                    201 Lomas Santa Fe, Suite 320
         Carlsbad, CA 92013-0369             Solana Beach, CA 92075
         ATTN: Daryl R. Bibens               ATTN: Merrill W. Moses
         Managing Member                     President
         Phone: 760-840-0703                 Phone: 858-481-2929
         Fax: 760-602-1088                   Fax: 858-481-1919
         e-mail: Daryl.Bibens@NUPOWR.com     e-mail: Mmoses@cambridgeloans.com

18.  WAIVER.

     The waiver of any breach of any provision of this Agreement shall not
     constitute a waiver of any subsequent breach of the same other provisions
     hereof.

19.  COUNTERPARTS.

     This Agreement may be executed in counterparts.

In witness whereof the Agent and the Joint Venturers have signed and sealed this
Agreement as off the effective Date.


             NP                                           ARMOR
----------------------------------           -----------------------------------
      NO POW'R, LLC.                          Armor Electric Systems, Inc.


By: /s/ Daryl R. Bibens                      By: /s/ Merrill W. Moses
----------------------------------           -----------------------------------
Daryl R. Bibens                              Merrill W. Moses
Managing Member                              President

Date: 20 Jan 2006                            Date: January 20, 2006
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