Exhibit 10.1

                              PURCHASE  AGREEMENT

     This  SHARE  EXCHANGE  AGREEMENT  (this "Agreement") dated this 11th day of
February  2010 by and between Leo Motors Inc. (LEOM.PK, "Purchaser"), a Delaware
corporation  ("LEOM")  and  Leo BnT Co., Ltd. , a Korean Corporation ("Target or
BNT"),  and  shareholders  of  TARGET  hereinafter referred to as "Transferors".

                                    RECITALS

     A.     Transferors  are  the  holder  of common 120,000 shares (the "Target
Shares")  of  the  common  stock  of  Leo  BnT  Co.  Ltd  , a Korean Corporation
("Target"),  and  the  Target Shares represent 50% of the issued and outstanding
shares  of  Target.

     B.     The parties hereto desire that TRANSFERORS convey to LEOM the Target
Shares,  and  that, in exchange therefore, LEOM pay to TRANSFERORS by issuing to
TRANSFERORS  Seven  Million  (7,000,000)  shares  of  LEOM's  common  stock (the
"Exchange  Shares"), so that, after the consummation of such exchange, LEOM will
hold  50%  of  all  issued  and  outstanding  equity  of  Target.

     C.     It is intended that the Exchange Shares to be issued pursuant hereto
will  be issued to TRANSFERORS under Section 4(2) of the Securities Act of 1933,
as  amended  (the  "Securities  Act")  and/or  Regulation  D  promulgated by the
Securities and Exchange Commission (the "SEC") thereunder, or Regulation S as an
offering  made  outside the United States, and shall not be registered under the
Securities  Act  or  any  other  relevant  laws  or  regulations.

     D.     The  parties  hereto  intend  that  the transaction described herein
qualify  as  a tax-free reorganization under Section 368 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code").

     NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally  bound  hereby,  the  parties  agree  as  follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.1     Certain  Definitions.  As  used in this Agreement and the schedules
             --------------------
hereto,  the  following  terms  have  the  respective  meanings set forth below.

          (a)     "Action"  means  any  administrative,  regulatory, judicial or
other  proceeding  by  or  before  any  Governmental  Authority  or  arbitrator.


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          (b)     "Affiliate"  means,  with  respect  to  any  Person, any other
Person  that,  directly  or  indirectly,  through  one  or  more intermediaries,
controls,  is  controlled  by, or is under common control with, such Person. The
term  "control"  means  the  possession, directly or indirectly, of the power to
direct  or  cause  the  direction  of  the  management and policies of a Person,
whether  through  the  ownership of voting securities, by contract or otherwise,
including  the  ability  to elect the members of the board of directors or other
governing  body  of  a Person, and the terms "controlled" and "controlling" have
correlative  meanings.

          (c)     "Business  Day"  means  a  day  on  which  banks  are open for
business  in  New  York,  New  York.

          (d)     "Claims"  means  any  and  all  claims,  demands  or causes of
action,  relating  to  or  resulting  from  an  Action.

          (e)     "Contract"  means  any contract, agreement, indenture, deed of
trust,  license,  note,  bond,  mortgage,  lease,  guarantee  and  any  similar
understanding  or  arrangement,  whether  written  or  oral.

          (f)     "Encumbrances"  means  security  interests,  liens,  Claims,
charges,  title  defects, deficiencies or exceptions (including, with respect to
Real  Property,  defects,  deficiencies  or  exceptions  in,  or  relating  to,
marketability  of  title,  or  leases,  subleases  or the like affecting title),
mortgages,  pledges,  easements,  encroachments,  restrictions  on  use,  rights
of-way,  rights  of  first  refusal,  conditional sales or other title retention
agreements,  covenants,  conditions  or  other  similar  restrictions (including
restrictions  on  transfer)  or  other  encumbrances  of  any nature whatsoever.

          (g)     "GAAP"  means  United  States  generally  accepted  accounting
principles.

          (h)     "Governmental  Authority"  means  any supranational, national,
federal,  state  or  local government, foreign or domestic, or the government of
any  political  subdivision  of  any of the foregoing, or any entity, authority,
agency,  ministry  or  other  similar  body  exercising  executive, legislative,
judicial,  regulatory  or administrative authority or functions of or pertaining
to  government,  including  any  authority  or  other  quasi-governmental entity
established  by  a  Governmental  Authority  to  perform  any of such functions.

          (i)     "Indebtedness"  of  any Person means, without duplication, (i)
all  obligations of such Person for money borrowed; (ii) all obligations of such
Person  evidenced  by  notes, debentures, bonds or other similar instruments for
the payment of which such Person is responsible or liable; (iii) all obligations
of such Person issued or assumed for deferred purchase price payments associated
with  acquisitions,  divestments  or other transactions; (iv) all obligations of
such  Person under leases required to be capitalized in accordance with GAAP, as
consistently  applied by such Person, (v) all obligations of such Person for the
reimbursement  of  any  obligor  on  any  letter of credit, banker's acceptance,
guarantees  or  similar  credit  transaction,

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excluding  in  all  cases  in  clauses (i) through (v) current accounts payable,
trade  payables  and  accrued  liabilities  incurred  in  the ordinary course of
business.

          (j)     "IRS"  means the Internal Revenue Service of the United States
of  America.

          (k)     "Laws"  means  all  United  States  federal, state or local or
foreign  laws,  constitutions,  statutes, codes, rules, regulations, ordinances,
executive orders, decrees or edicts by a Governmental Authority having the force
of  law.

          (l)     "Liabilities"  means  any  and  all  debts,  liabilities,
commitments  and  obligations,  whether  or  not  fixed, contingent or absolute,
matured or unmatured, direct or indirect, liquidated or unliquidated, accrued or
unaccrued,  known or unknown, whether or not required by GAAP to be reflected in
financial  statements  or  disclosed  in  the  notes  thereto.

          (m)     "Person"  means  an  individual,  partnership,  corporation,
limited  liability  company, joint stock company, unincorporated organization or
association,  trust,  joint  venture  or  Governmental  Authority.

          (n)     "Subsidiaries"  of  any  entity means, at any date, any Person
(a)  the  accounts  of  which would be consolidated with those of the Applicable
entity  in such  entity's  consolidated  financial  statements if such financial
statements  were  prepared  in  accordance  with GAAP as of such date, or (b) of
which  securities or other ownership interests representing more than 50% of the
equity  or  more  than  50%  of  the  ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests or more than 50%
of  the  profits  or  losses of which are, as of such date, owned, controlled or
held by the applicable entity or  one  or  more  subsidiaries  of  such  entity.

          (o)     "Tax"  means  any  federal,  state,  local  or  foreign taxes,
including  but  not  limited to any income, gross receipts, payroll, employment,
excise,  severance,  stamp,  business,  premium, windfall profits, environmental
(including  taxes  under  section  59A  of  the Code), capital stock, franchise,
profits,  withholding,  social  security (or similar), unemployment, disability,
real property, personal property, sales, use, service, service use, lease, lease
use, transfer, registration, value added tax, or similar tax, any alternative or
add-on minimum tax, and any estimated tax, in each case, including any interest,
penalty,  or  addition  thereto,  whether  disputed  or  not.

          (p)     "Tax  Benefit"  means  the  Tax  effect  of  any item of loss,
deduction  or  credit or any other item (including increases in Tax basis) which
decreases Taxes paid or required to be paid, including any interest with respect
thereto  or  interest  that  would  have  been  payable  but  for  such  item.

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     1.2     References and Title. All references in this Agreement to articles,
             --------------------
sections,  subsections  and  other subdivisions refer to the articles, sections,
subsections  and  other subdivisions of this Agreement unless expressly provided
otherwise.  Titles  appearing at the beginning of any section or subdivision are
for  convenience  only  and  do not constitute any part of such subdivisions and
shall  be disregarded in construing the language contained in such subdivisions.
The  words  "this  Agreement,"  "this instrument," "herein," "hereof," "hereby,"
"hereunder"  and  words of similar import refer to this Agreement as a whole and
not  to  any  particular  subdivision  unless expressly so limited.  The phrases
"this  Section"  and  "this  subsection"  and  similar phrases refer only to the
sections  or  subsections  hereof  in  which  such  phrases  occur.  Pronouns in
masculine,  feminine  and neuter genders shall be construed to include any other
gender,  and words in the singular form shall be construed to include the plural
and  vice  versa,  unless  the  context  otherwise  requires.

                                   ARTICLE II
                                 SHARE EXCHANGE

     2.1     Share Exchange.  Subject to the terms and conditions stated herein,
             --------------
the  Target  Shares  and  the Exchange Shares shall be exchanged as follows (the
"Exchange"):

          (a)     at  the  Closing,  TRANSFERORS shall assign, transfer, convey,
and  deliver  to LEOM the Target Shares and any and all rights in such shares to
which  they are entitled, or their equivalent, with evidence of ownership, fully
executed  and  in  form  for  transfer  and  by  doing so will be deemed to have
assigned  all  of  its  respective  right, title and interest in and to all such
Target  Shares  to  LEOM;  and

          (b)     in  exchange  for  the  Target  Shares,  LEOM  shall  pay  to
TRANSFERORS  the Purchase Price by issuing to TRANSFERORS (and TRANSFERORS shall
accept  and  acquire  from LEOM) the Exchange Shares as follows: at the Closing,
LEOM  shall  issue  Seven  million(7,000,000)  shares  of  its  common  stock to
TRANSFERORS.  Each  1 share of Transferor shall be equal to 58.3 shares of LEOM.

          (c)     at the closing, LEOM will appoint Officers and Directors of
the BnT.

     2.2  Tax  Consequences.  It  is  intended  by  the  parties hereto that the
          -----------------
transactions  contemplated  by  this  Agreement  shall  constitute  a  tax-free
reorganization within the meaning of Section 368 of the Code. The parties hereto
adopt  this  Agreement  as  a  "plan  of  reorganization"  within the meaning of
Sections  1.368-2(g)  and  1.368-3(a)  of  the regulations promulgated under the
Code.


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                                  ARTICLE III
                                    CLOSING

     3.1     Date  and  Location of the Closing.  The closing (the "Closing") of
             ----------------------------------
the  transactions  contemplated hereunder shall take place at the offices of Leo
BnT  Co.,  Ltd.  ,or  at  such  other  place  as  the  parties  may  designate,
simultaneously  with  the  execution  of  this  Agreement.

     3.2     Deliveries.
             ----------

At  the  Closing:

     (1) LEOM shall deliver to TRANSFERORS stock certificates evidencing all the
Exchange  Shares,  newly  issued  in  the  names  of  the  TRANSFERORS.

     (2)  TRANSFERORS  shall  deliver  to LEOM (i) stock certificates evidencing
the  Target  Shares  to  which  LEOM  is entitled to hereunder, (ii) resignation
letter  from  the  officers  and  directors of the Target resigning from all his
positions  with  the  Target,  (iii)  all  the  books and records of the Target,
including,  without  limitation,  copies  of all tax returns, resolutions of the
directors,  resolutions  of  the  shareholders,  minutes  of meetings, the stock
ledger  and  other  documents relating to all issuances of shares; and (iv) such
other  documents  as  may be required under applicable law or requested by LEOM.

     3.3     Restrictive  Legends.  Certificates  evidencing  the Exchange
             ---------------------
Shares  pursuant to this Agreement may bear one or more of the following legends
and any legend required by any applicable law, including without limitation, any
legend  that  will  be  useful  to  aid  compliance  with  Regulation D or other
regulations  adopted  by  the  SEC  under  the  Securities  Act:

     "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED.  THEY  MAY  NOT  BE  SOLD, OFFERED FOR SALE, PLEDGED OR
     HYPOTHECATED  IN  THE  ABSENCE  OF  A REGISTRATION STATEMENT IN EFFECT WITH
     RESPECT  TO  THE  SECURITIES  UNDER  SUCH  ACT  OR  AN  OPINION  OF COUNSEL
     SATISFACTORY  TO  THE  COMPANY  THAT  SUCH  REGISTRATION IS NOT REQUIRED OR
     UNLESS  TRANSFERRED  PURSUANT  TO  ANY  VALID  EXEMPTION  FROM REGISTRATION
     AVAILABLE  UNDER  SUCH  ACT."



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                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF TRANSFERORS
                            AND THE LEOM STOCKHOLDER

     As an inducement to LEOM to enter into this Agreement and to consummate the
transactions  contemplated  herein,  the  Target  and  TRANSFERORS,  jointly and
severally,  represent  and  warrant, as of the date of this Agreement to LEOM as
follows:

     4.1     Organization.  The  Target is a corporation duly organized, validly
             ------------
existing,  and  in  good  standing  under  the  laws  of  the Republic of Korea.

     4.2     Capital  Structure.
             ------------------

          (a)     The  authorized  capital  stock  of the the Target consists of
____________  common  shares,  $0.01  par  value, of which 240,000 are currently
issued  and  outstanding.  All  of  such issued and outstanding shares have been
validly issued and are fully paid and non-assessable.  The Target Shares will be
duly  authorized,  fully  paid  and  non-assessable  shares; subject to no lien,
claim,  charge  or encumbrance of any kind or nature; will not be subject to any
shareholders  agreement  right  of  first  refusal  or  preemptive rights.  Upon
consummation of this exchange, there will be a total of 240,000 common shares of
the  Target.

          (b)     Upon  delivery  to  LEOM  of the certificates representing the
Target  Shares,  LEOM will acquire good and valid title to such shares, free and
clear  of  any  Encumbrances.  All of the Target Shares will be duly authorized,
validly  issued,  fully  paid  and  nonassessable,  and  will  not  be issued in
violation  of  any  preemptive  or  similar  rights.  There  is  no  issued  or
outstanding  Indebtedness of the Target having the right to vote (or convertible
into,  or  exchangeable  for,  securities  having  the  right to vote), upon the
happening  of  a  certain event or otherwise, on any matters on which the equity
holders  of  the  Target  may  vote.

          (c)     The  offer  and  issuance of the Target Shares will be done in
compliance  with  all  material  applicable  Laws.

     4.3     Corporate  Power and Authority. TRANSFERORS and the Target have all
             ------------------------------
requisite corporate power and authority to enter into and deliver this Agreement
and  to  consummate  the  transactions  contemplated  hereby.  The  execution,
delivery,  and performance of this Agreement by TRANSFERORS and the consummation
by  it  of the transactions contemplated hereby, and the execution, delivery and
performance  of  the  other agreements, documents and instruments to be executed
and  delivered  in  connection  with  this  Agreement  by  TRANSFERORS  and  the
consummation of the transactions contemplated thereby, have been duly authorized
by all necessary action on the part of TRANSFERORS and no other corporate action
or corporate proceeding on the part of TRANSFERORS or the Target is necessary to
authorize  the  execution,  delivery,  and  performance  by  TRANSFERORS of this
Agreement  and

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the  consummation  of  the  transactions contemplated hereby. This Agreement has
been duly executed and delivered by TRANSFERORS and constitutes the legal, valid
and  binding obligation of TRANSFERORS and the Target, enforceable against it in
accordance  with  its  terms.

     4.4     Conflicts;  Consents  and  Approvals.  Neither  the  execution  and
             ------------------------------------
delivery  by  TRANSFERORS  of this Agreement and the other agreements, documents
and  instruments  to  be  executed  and  delivered by it in connection with this
Agreement,  nor  the  consummation  of  the transactions contemplated hereby and
thereby,  ,  will:

          (a)     conflict  with, or result in a breach of any provision of, the
organizational  documents  of  THE  TARGET;

          (b)     violate,  or  conflict  with,  or  result  in  a breach of any
provision  of,  or  constitute  a  default (or an event that, with the giving of
notice,  the passage of time or otherwise, would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to  terminate,  accelerate,  modify or call a default under, or give rise to any
obligation  to  make  a  payment  under,  or  to  any  increased,  additional or
guaranteed  rights  of  any  Person  under,  or  result  in  the creation of any
Encumbrance  upon  any of the properties or assets of THE TARGET or the Exchange
Shares  under  any  of  the  terms,  conditions  or  provisions  of  (1)  the
organizational  documents of THE TARGET, (2) any Contract to which THE TARGET is
a  party  or  to  which any of its properties or assets may be bound, or (3) any
permit,  registration,  approval,  license  or  other authorization or filing to
which  THE  TARGET is subject or to which any of its properties or assets may be
subject;

          (c)     require  any  action,  consent  or  approval  of  any
non-governmental  third  party;

          (d)     violate  any  order,  writ,  or  injunction,  or  any material
decree,  or  material  Law  applicable  to  THE  TARGET or any of its, business,
properties,  or  assets;  or

          (e)     require  any  action, consent or approval of, or review by, or
registration  or  filing  by  THE  TARGET  with  any  Governmental  Authority.

     4.5     Subsidiaries.  THE TARGET does not own, directly or indirectly, nor
             ------------
has entered into any agreement, arrangement or understanding to purchase or sell
any  capital  stock or other equity interests in any Person or is a member of or
participant  in  any  Person.  THE  TARGET  does  not  have  any  Subsidiaries.

      4.6     Contracts.  There are no Contracts to which THE TARGET is, or will
              ---------
be  at  Closing,  a  party or bound, or that otherwise relate to its business or
assets.


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     4.7     Corporate  Books  and Records.  All the corporate books and records
             -----------------------------
of  THE  TARGET,  including,  without  limitation,  copies  of  all tax returns,
resolutions  of the directors, resolutions of the shareholders, the stock ledger
and other documents relating to the issuances of shares, and minutes of meetings
have been delivered to LEOM and are true, complete, and accurate in all material
respects.

     4.8     Full  Disclosure.  No  representation or warranty of TRANSFERORS OR
             ----------------
THE  TARGET  in  this Agreement omits to state a material fact necessary to make
the  statements  herein,  in light of the circumstances in which they were made,
not  misleading.  There  is  no fact known to TRANSFERORS OR THE TARGET that has
specific application to LEOM and that materially adversely affects or, as far as
can  be  reasonably  foreseen,  materially  threatens,  the  assets,  business,
prospects,  financial  condition,  or results of operations of LEOM that has not
been  set  forth  in  this  Agreement.


                                   ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF LEOM

     As  an  inducement  to  TRANSFERORS  to  enter  into  this Agreement and to
consummate  the  transactions contemplated herein, LEOM represents and warrants,
as  of  the  date  of  this  Agreement,  to  TRANSFERORS  as  follows:

     5.1     Organization.  LEOM  is  a  corporation  duly  organized,  validly
             ------------
existing,  and  in  good  standing  under  the  laws  of  Republic  of  Korea.

     5.2     Corporate Power and Authority.     LEOM has all requisite corporate
             -----------------------------
power  and  authority to enter into and deliver this Agreement and to consummate
the  transactions contemplated hereby.  The execution, delivery, and performance
of  this Agreement by LEOM and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action and no other corporate
action or corporate proceeding on the part of LEOM is necessary to authorize the
execution,  delivery,  and  performance  by  LEOM  of  this  Agreement  and  the
consummation by LEOM of the transactions contemplated hereby. This Agreement has
been  duly  executed  and delivered by LEOM and constitutes the legal, valid and
binding  obligation  of  LEOM,  enforceable  against LEOM in accordance with its
terms.

     5.3     Conflicts;  Consents  and  Approvals.  Neither  the  execution  and
             ------------------------------------
delivery  by  the LEOM of this Agreement and the other agreements, documents and
instruments  to be executed and delivered by any of them in connection with this
Agreement,  nor  the  consummation  of  the transactions contemplated hereby and
thereby,  will:

          (a)     conflict  with, or result in a breach of any provision of, the
organizational  documents  of  LEOM;

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          (b)     violate,  or  conflict  with,  or  result  in  a breach of any
provision  of,  or  constitute  a  default (or an event that, with the giving of
notice,  the passage of time or otherwise, would constitute a default) under, or
entitle any Person (with the giving of notice, the passage of time or otherwise)
to  terminate,  accelerate,  modify or call a default under, or give rise to any
obligation  to  make  a  payment  under,  or  to  any  increased,  additional or
guaranteed  rights  of  any  Person  under,  or  result  in  the creation of any
Encumbrance  upon any of the properties or assets of LEOM or the Exchange Shares
under  any  of  the  terms,  conditions  or provisions of (1) the organizational
documents  of LEOM, (2) any Contract to which LEOM is a party or to which any of
their  respective properties or assets may be bound which, if so affected, would
either  have  a  material  adverse effect or be reasonably likely to prevent the
consummation  of  the  transactions  contemplated  herein,  or  (3)  any permit,
registration,  approval,  license or other authorization or filing to which LEOM
is  subject  or  to  which  any  of  its  properties  or  assets may be subject;

          (c)     require  any  action,  consent  or  approval  of  any
non-governmental  third  party;

          (d)     violate  any  order,  writ,  or  injunction,  or  any material
decree,  or material Law applicable to LEOM or any of its, business, properties,
or  assets;  or

          (e)     require  any  action, consent or approval of, or review by, or
registration  or  filing  by  LEOM  with  any  Governmental  Authority.

     5.4     Exchange Shares.  LEOM has (i) good and marketable title to all the
             ---------------
Exchange  Shares,  free and clear of all Encumbrances, and (ii) full legal right
and  power  to  sell, transfer and deliver the Exchange Shares to TRANSFERORS in
accordance  with  this  Agreement.


                                   ARTICLE VI
                      ADDITIONAL AGREEMENTS AND COVENANTS

     6.1     Confidentiality.  Each  of the parties shall use reasonable efforts
             ---------------
to  cause their respective Affiliates, officers, directors, employees, auditors,
attorneys,  consultants,  advisors and agents, to treat as confidential and hold
in strict confidence, unless compelled to disclose by judicial or administrative
process  or,  in  the  opinion of its counsel, by other requirements of Law, and
after prior written notice to the other parties, all confidential information of
TRANSFERORS  or  LEOM,  as the case may be, that is made available in connection
with  this  Agreement,  and  will  not  release  or  disclose  such confidential
information  to  any  other Person, except their respective auditors, attorneys,
financial  advisors  and  other  consultants, agents, and advisors in connection
with this Agreement.  If the Closing does not occur (a) such confidence shall be
maintained  by  the Parties and each Party shall use reasonable efforts to cause
its  officers,  directors,  Affiliates  and  such other Persons to maintain such
confidence,  except  to the extent such information comes into the public domain
(other  than  as a result of an action by such Party, its officers, directors or
such  other  Persons  in  contravention  of  this  Agreement),  and (b) upon the

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request  of  any  Party, the other Party shall promptly return to the requesting
Party  any written materials remaining in its possession, which materials it has
received  from  the  requesting  Party or its representatives, together with any
analyses  or  other  written  materials  based  upon  the  materials  provided.

     6.2     Efforts to Consummate.  Subject to the terms and conditions of this
             ---------------------
Agreement, each party hereto shall use reasonable commercial efforts to take, or
to  cause to be taken, all actions and to do, or to cause to be done, all things
necessary,  proper  or  advisable  as  promptly as practicable to consummate the
transactions  contemplated  hereby.

     6.3     Further  Assurances.  From  time  to  time  whether  before,  at or
             -------------------
following  the  Closing,  each party shall make reasonable commercial efforts to
take,  or  cause  to  be taken, all actions, and to do, or cause to be done, all
things  reasonably  necessary,  proper  or  advisable,  including as required by
applicable Laws, to consummate and make effective as promptly as practicable the
transactions  contemplated  by  this  Agreement.

     6.4     Cooperation  with Respect to Financial Reporting. After the date of
             ------------------------------------------------
this  Agreement,  the  TRANSFERORS  shall  reasonably  cooperate  with  LEOM  in
connection  with LEOM's preparation of historical financial statements and other
information  as  required  for  LEOM's  filings  under  the  Exchange  Act.

     6.5     Release  of  Claims  By  TRANSFERORS.  In  consideration  of  the
             ------------------------------------
transactions  contemplated  hereby,  as  of  the  Closing, TRANSFERORS and their
heirs, executors, successors and assigns (the "Waiving Parties"), release, waive
and  forever  discharge,  in  all capacities, including as stockholders of LEOM,
from  and  after  the  Closing  any  and  all Claims, known or unknown, that the
Waiving  Parties  ever  had,  now  have  or  may  have  against  LEOM  and  its
stockholders, Affiliates, officers, directors, employees or agents in connection
with  or  arising out of any act or omission of LEOM or its officers, directors,
employees,  advisers  or  agents,  in such capacity, at or prior to the Closing;
provided,  however, that nothing in this Section 6.6 shall be deemed a waiver by
the  Waiving  Parties  of  any  rights  under  this  Agreement.


                                  ARTICLE VII
                                 MISCELLANEOUS

     8.1     Notices.  All notices or other communications required or permitted
             -------
hereunder  shall  be  in  writing.  Any  notice, request, demand, claim or other
communication  hereunder shall be deemed duly given (a) if by personal delivery,
when so delivered, (b) if mailed, three (3) Business Days after having been sent
by  registered  or certified mail, return receipt requested, postage prepaid and
addressed  to  the intended recipient as set forth below, or (c) if sent through
an  overnight delivery service in circumstances to which such service guarantees
next  day  delivery,  the  day  following  being  so  sent:

                                       10
<PAGE>
     (1)  If  to  TRANSFERORS:





     (2)  If  to  LEOM:

               291-1,  Hasangok-dong
               Hanam  City
               Gyeonggi-do
               Republic  of  Korea  465-250

          With  a  copy  to

               Cutler  Law  Group
               3355  W.  Alabama,  Suite  1150
               Houston,  TX  77098

     Any  party may change the address to which notices and other communications
hereunder  are  to be delivered by giving the other parties notice in the manner
herein  set  forth.

     8.2     Choice  of  Law.  This  Agreement  shall be governed, construed and
             ---------------
enforced  in  accordance  with the laws of the State of Delaware and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts  of  law.

          8.3     Jurisdiction.  The  parties  hereby irrevocably consent to the
                  ------------
in  personam jurisdiction of the state or federal courts located in the State of
Delaware  in connection with any action or proceeding arising out of or relating
to  this  Agreement  or  the  transactions  and  the  relationships  established
thereunder.  The  parties  hereby  agree that such courts shall be the venue and
exclusive  and  proper  forum  in which to adjudicate such matters and that they
will  not  contest  or  challenge  the  jurisdiction  or  venue of these courts.

     8.4     Entire Agreement.  This Agreement and such other agreements related
             ----------------
to  this  transaction  executed  simultaneously  herewith  set  forth the entire
agreement  and  understanding  of  the  parties  in  respect of the transactions
contemplated  hereby  and  supersedes  all  prior  agreements,  arrangements and
understandings  of  the  parties  relating  to  the  subject  matter hereof.  No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this  Agreement,  such  other  agreements,  notes or instruments related to this
transaction  executed  simultaneously  herewith,  or  the  written  statements,
certificates,  schedules or other documents delivered pursuant to this Agreement
or  in  connection  with  the  transactions  contemplated  hereby.

                                       11
<PAGE>
     8.5     Assignment.  Each  party's  rights  and  obligations  under  this
             ----------
Agreement  shall not be assigned or delegated, by operation of law or otherwise,
without  the  other  party's prior consent, and any such assignment or attempted
assignment shall be void, of no force or effect, and shall constitute a material
default  by  such  party.

     8.6     Amendments.  This Agreement may be amended, modified, superseded or
             ----------
cancelled,  and  any  of  the  terms,  covenants, representations, warranties or
conditions  hereof  may  be  waived,  only  by  a written instrument executed by
TRANSFERORS  and LEOM, in the case of a waiver, by the party waiving compliance.

     8.7     Waivers.  The  failure of any party at any time or times to require
             -------
performance  of  any  provision  hereof shall in no manner affect the right at a
later time to enforce the same.  No waiver by any party of any condition, or the
breach  of  any  term,  covenant,  representation  or warranty contained in this
Agreement,  whether  by conduct or otherwise, in any one or more instances shall
be  deemed  to  be  or  construed  as a further or continuing waiver of any such
condition  or  breach or a waiver of any other term, covenant, representation or
warranty  of  this  Agreement.

     8.8     Counterparts.  This Agreement may be executed simultaneously in two
             ------------
or  more  counterparts  and  by  facsimile,  each  of  which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

     8.9     Brokers.  The parties hereto, covenant, represent, and warrant that
             -------
they  have not dealt with any broker or finder in connection with this Agreement
or  the  transactions  contemplated hereby, and no broker is entitled to receive
any  brokerage  commission,  finder's fee, or similar compensation in connection
with  this  Agreement  or  the  transactions  contemplated  hereby.  Each of the
parties shall indemnify and hold the other parties harmless from and against all
liability,  claim,  loss,  damage,  or  expense, including reasonable attorney's
fees, pertaining to any broker, finder, or other person with whom such party has
dealt.

     8.10     Severability.      If  any  term,  provisions,  covenant  or
              ------------
restriction  of  this  Agreement is held by a court of competent jurisdiction or
other  authority  to  be  invalid,  void  or unenforceable, the remainder of the
terms,  provisions, covenants and restrictions of this Agreement shall remain in
full  force  and effect and shall in no way be affected, impaired or invalidated
so  long  as  the  economic  or legal substance of the transactions contemplated
hereby  is not affected in any manner materially adverse to any party. Upon such
determination,  the  parties  shall  negotiate  in  good  faith  to  modify this
Agreement  so  as  to  effect  the  original intent of the parties as closely as
possible  in  an  acceptable  manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

     8.11     Independent  Representation.  Each  of  the parties hereto further
              ---------------------------
acknowledges  and  agrees that he or it, as the case may be, has been advised by
counsel  during  the  course  of  negotiations  leading  up to the execution and
delivery  of  this  Agreement  and  had  significant  input

                                       12
<PAGE>
in  the  development of this Agreement.  This Agreement shall not, therefore, be
construed  more  strictly  against  any  party  responsible  for  its  drafting
regardless  of  any presumption or rule requiring construction against the party
whose  attorney  drafted  this  Agreement.
     8.12     Publicity.  No  party  may  issue  or cause the publication of any
              ---------
press  release  or  other  public  announcement with respect to the transactions
contemplated by this Agreement without the written consent of the other parties.

                             Signature Page Follows



















                                       13
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have duly executed this Share Exchange
Agreement  as  of  the  date  first  above  written.

                         LEO  MOTORS  INC.

                         By:  \s\  Shi  Chul  Kang
                              --------------------
                         Name:  Shi  Chul  Kang
                         Title:     CEO  &  Chairman


                         LEO  BNT  CO.  LTD.

                         By:  \s\Young  Il  Kim
                              -----------------
                         Name:  Young  Il  Kim
                         Title:  CEO  &  President


                         TRANSFERORS

                         By:\s\Se  Young  Park
                            ------------------
                         Name:  Se  Young  Park
                         Title  :  Shareholder  of  60,000  shares  of  BNT


                         By:  \s\  Miae  Moon
                              ---------------
                         Name  :  Miae  Moon
                         Title  :  Shareholder  of  60,000  shares  of  BNT







                                       14