Exhibit 10.5

                             SEA MOTORS GROUP, INC.
                     COMMISSION BASED CONSULTING AGREEMENT


     THIS  COMMISSION  BASED  CONSULTING AGREEMENT dated as of December 29, 2008
(hereinafter called this "Agreement"), is by and between SEA MOTORS GROUP, INC.,
a  Delaware  corporation  ("Consultant")  and  LEO  MOTORS,  INC.,  a  Delaware
corporation  and  any  of  its  affiliates  ("LEO").

                                   BACKGROUND

A.     Consultant  has advised LEO regarding the formation of a new distribution
company  in the Philippines anticipated to be called LEO Philippines to sell LEO
Products,  hereinafter  referred  to  as ("Distributor"). Distributor is a joint
venture  entity  in  the  process  of  formation  between  LEO  and and The City
Government  of  Puerto  Princesa,  a  Local  Government  Unit (LGU), Province of
Palawan,  the Philippines ("Palawan"). Distributor has been or will be granted a
distributorship  from LEO for the distribution of high quality electric vehicles
and  related  products  and  services  (the  "Leo  Products"  or the "Products")
throughout  the  Philippines  (the  "Territory").

B.     Consultant  has  been,  and will continue to be, instrumental in bringing
the  parties  together  and  assisting  with  the  formation  of  Distributor.

C.     Palawan  has  agreed  to assist Distributor purchase a significant dollar
volume  of  Products  from  LEO,  which  Products  shall  be  purchased  through
Distributor  with  the  intention  of  distributing said Products throughout the
Territory.

D.     The  parties  intend  that  Consultant  shall receive a commission on all
sales  of  Products  by  LEO  and/or  Distributor  throughout  the  Territory.

E.     Based upon the foregoing. Consultant and LEO have agreed to the
following:


                                   AGREEMENTS

1.       SALES COMMISSION

Consultant is actively working on closing an order for LEO that would consist of
2,500  vehicles for approximately $4,090 per vehicle. At the close of this order
Consultant  will receive 1,300,000 shares of rule 144 restricted Common Stock of
LEO  at  no  cost  to  Consultant (the "Stock Commission") and 2.6% of the money
received  by  LEO  in  cash. It is anticipated that Palawan will provide LEO (or
Distributor)  with $4,500,000 as a deposit to the above order. Once LEO receives
the  deposit  it is agreed to and understood that LEO will pay to Consultant (1)
the  Stock  Commission,  and  (2) 2.6% of the deposit (approximately $117,000 if
$4,500,000  is  received)  and  the  remaining  cash  portion  will  be  paid to
Consultant  on  a  pro-rata  basis  when and as additional cash payments for the
order  are  received  by  LEO.  LEO  will make payment to Consultant of the cash
portion  of  the  commission  within  5  banking  days  of LEO's receipt of cash
payments.  The shares of Common Stock to be transferred to Consultant as payment
of  the Stock Commission will be granted without any payment from Consultant and
will  have  no  restriction  other  than  standard  rule  144  restrictions.

Further Sales Commissions will be paid out as outlined below:

A.     After  the  initial order, the commission structure for which is outlined
above.  Distributor  and  LEO,  jointly and severally, shall pay to Consultant a
commission  upon  the  receipt of an order for any Product by Distributor and/or
LEO in the Territory. Such commission shall be equal to five percent (5%) of the
purchase  price  of  the  Products  in cash on a pro-rata basis of cash given to
Distributor  or  LEO.  (the  "Commission").

B.     Distributor  and/or LEO shall pay the Commission due to Consultant at the
time  Distributor  and/or LEO is paid for any portion of the order. In the event
that  purchaser  makes  a  down-payment  or  advance  on  the  purchase  price.
Distributor  and/or  LEO  shall  pay  five  percent (5%) of such down-payment or
advance  to  Consultant.  When  the


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balance  of  the  payment is made, Distributor and/or LEO shall pay five percent
(5%)  of  the  balance  of  any  payments.  Interest  shall  accrue  on any late
Commission  payments  at  the  rate  of  five  (5%)  per  month

2.       RELATIONSHIP OF THE PARTIES

The  relationship between Consultant and Distributor, LEO and/or Palawan is that
of  independent  contractor. Nothing stated in this Agreement shall be construed
as  creating  any  relationship  between  Consultant  and  the  other parties as
partners  or  as  employer  and  employee, franchisor and franchisee, master and
servant  or  principal  and  agent.  Consultant  shall  be deemed an independent
contractor  at  all  times  and  for  all  purposes.

It  is also agreed to and understood that Robert Kang (aka: Shi Chul Kang) is no
longer  affiliated  with  Consultant  and will get all his compensation directly
from  LEO.

3.     ASSIGNMENT

Neither  Distributor  nor  LEO  may  assign,  transfer or sell all or any of its
rights  under  this  Agreement  (or  delegate  all  or  any  of  its obligations
hereunder)  without  prior  written consent of Consultant. Consultant may assign
this  Agreement  only  to a parent, subsidiary or affiliated firm, or to another
entity in connection with the sale or other transfer of all its business assets,
upon  reasonable  notice  in  advance thereof to Distributor and LEO. Subject to
these  restrictions,  the provisions of this Agreement shall be binding upon and
inure  to  the  benefit  of the parties, their successors and permitted assigns.

4.     WAIVER

The  waiver  by  either  party of any of its rights or any breaches of the other
party  under  this  Agreement  in  a particular instance shall be construed as a
waiver  of the same or different rights or breaches in subsequent instances. All
remedies,  rights,  undertakings  and obligations hereunder shall be cumulative,
and  none  shall  operate  as  a  limitation  of  any  other.

5.     NOTICES

All  notices  and demands of any kind, which any party may be required or desire
to serve upon the other(s) under the terms of this Agreement shall be in writing
and  shall be served by commercial courier or by mail at the addresses set forth
in  this Agreement, or at such other addresses as may be designated hereafter by
the  parties  in  writing.  If  by  commercial  courier, service shall be deemed
complete  upon  delivery.  If by mail, service shall be deemed complete five (5)
business  days  after  mailing.

6.     PARAGRAPH HEADINGS AND LANGUAGE INTERPRETATIONS

The  paragraph headings contained herein are for reference only and shall not be
considered  substantive  provisions  of this Agreement. The use of a singular or
plural  form  shall include the other form, and the use of a masculine, feminine
or  neutral  gender  shall  include  the  other  genders.

7.     EXECUTION OF AGREEMENT

This  Agreement  shall  become  effective  only upon its execution by Consultant
Distributor  and  LEO;  provided,  however, it is understood by the parties that
Distributor  is  an entity in formation and this Agreement shall be binding upon
Distributor  when  Distributor  has been formed and will be binding upon LEO and
Consultant  when  signed  by  them.


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8.     SEVERABILITY

In the event that any of the provisions of this Agreement, or the application of
any  such  provisions  to  the  parties hereto with respect to their obligations
hereunder  shall  be held by a court of competent jurisdiction to be unlawful or
unenforceable,  the  remaining provisions of this Agreement shall remain in full
force  and  effect,  and  shall  not be affected, impaired or invalidated in any
manner.

9.     ENTIRE AGREEMENT

This  Agreement,  together  with  any  other  documents  incorporated  herein by
reference,  constitutes  the  entire  agreement  between  the  parties  hereto
pertaining  in  any  manner  to  the  subject  matter hereof. Each party to this
Agreement  acknowledges  that  no  oral or written representations, inducements,
promises  or  agreements have been made which are not embodied herein. Except as
otherwise  provided  herein,  any  and all written or oral agreements heretofore
existing  between parties pertaining in any manner to the subject matter of this
Agreement  expressly  are  superseded  and canceled by this Agreement. Except as
otherwise  provided  herein, this Agreement may not be modified, supplemented or
amended,  except  by a written instrument signed by both parties. This Agreement
may  not  be terminated by any party and Consultant shall receive its Commission
for  so  long  as  revenue  is  generated  by  LEO  in  the  Territory.

10.     COUNTERPARTS

This  Agreement can be executed in multiple counterparts, which together form an
enforceable  agreement.  If  any  party  to this Agreement fails to execute this
Agreement,  the Agreement shall be fully enforceable against all parties signing
the  Agreement.

11.     APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware (regardless of the laws that might otherwise govern under
applicable principles of conflicts of law).

                           [Signatures on next page]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year hereinabove written.

SEA MOTORS GROUP, INC.


By:  \s\ Bill Wyland
     ---------------
PRINT  NAME:  BILL WYLAND
TITLE:  MANAGER



LEO MOTORS INC.


BY:  \s\ Shi Chul Kang
     -----------------
PRINT  NAME:  SHI  CHUL  KANG
TITLE: CEO