Agreement

                                Leo Motors, Inc.

Leo  Motors  Inc.  (hereinafter  referred  to  as  "Company")  and M&M Co., Ltd.
(hereinafter  referred  to  as "Distributor", collectively "Parties") execute an
agreement  for  sales  of  electronic  motorcycles  (hereinafter  referred to as
"Agreement").

Article 1 (PURPOSE) The purpose of this Agreement is to set forth the rights and
duties  of  the  Parties  in  exclusively  selling  an  electronics  motorcycle
manufactured  by  Company.

Article  2  (SCOPE  OF  WORK  AND  CONTECTS)
1.     Products  sold  exclusively  by Distributor under this Agreement shall be
developed  and  manufactured  by  Company  and limited to the following products
("Products"):

     A.   Hilless  1
     B.   Hilless  3
     C.   Hilless  5  (Passenger)
     D.   Hilless5  (Business)
     E.   Electronic  motorcycle  which  will  be  developed  and manufacture by
          Company
     F.   Parts  for  an  electronic  motorcycle

2.     Company  and  Distributor  agree to share the information of customers to
carry  out  this  Agreement,  and  cooperate  in  works  which  require  a close
cooperation.
3.     Company  grants  an  exclusive  and  sole  rights to sell the Products to
Distributor  under  this  Agreement.

Article  3  (PERFORMANCE  OF  WORK)
1.     Company and Distributor shall do its duties and obligations upon a spirit
of  mutual  trust  and  a  good  faith  regarding  the  business.
2.     Company  and  Distributor  shall  closely  cooperate  in  critical issues
incurred  during  the  term  of  this  Agreement.
3.     Distributor  shall  promptly  cooperate  and  support Company's work when
Company  enters  into  an  agreement  with  a third party to develop a business.

Article  4  (DEPOSIT  AND  FIRST  TIME  QUANTITY)
1.     Distributor  shall pay 400,000,000 Korean Won to Company as deposit as of
the  execution  date  of this Agreement under this Agreement and the payment for
Products  as  set  forth  hereunder  shall  be  set  off  against  deposit.


<PAGE>
[First  order  quantity]

Number  Model name             Quantity
------  ---------------------  --------
1       Hilless 5 (Business)         49
------  ---------------------  --------
2       Hilless 5 (Passenger)        39
------  ---------------------  --------
3       Hilless 3                    40
------  ---------------------  --------
4       Hilless 1                    42
------  ---------------------  --------

2.     Price and delivery term for the first time order shall be set forth in an
attached  agreement  hereof  upon  the  Parties'  mutual  agreement.
3.     In  the  event  this  Agreement  is  terminated, Company shall refund the
balance  by  calculating  within  fourteen (14) days after the termination date.

Article  5  (TERRITORY)
1.     The  territory  governed  by  this  Agreement shall be limited to Korea's
territory;  provided,  however,  that  Distributor  shall have the first refusal
right  to  sell  in foreign countries under the same conditions as a third party
does.
2.     Company  shall  not  grant  distributor ship to others during the term of
this  Agreement  within  the  territory  set  forth  above.

Article  6  (SUPPLY  OF  PRODUCTS)
1.     A  territory  being  subject to the right to sell under this Agreement is
the  same  area defined in Article 5; provided, however, that Company may adjust
sales  of  other  areas  upon  Distributor's  consent  if  unavoidably required.
2.     The  price for the Products manufactured and supplied by Company shall be
based  on  the  factory  price,  and  Company  provides  manufacturing  cost  to
Distributor  for  calculating  the  factory  price.
3.     Delivery  shall be in accordance with an order issued by Distributor, and
Company  shall comply with the due date and quantity requested by but may adjust
the  conditions  upon  mutual  agreement.
4.     Distributor  shall  not return the Products one the Products are released
from  Company  unless  there  are  reasons  contributed  to  Company.
5.     Section  2  in Article 10 in Fair Transaction in Subcontracting Act shall
apply  to  the  decision  whether  unfair  return  or  not.

Article  7  (SALES  OF  PRODUCTS)
1.     Distributor  shall  do  its best efforts to extend sales upon a spirit of
trust  and  faith,  not  do  anything  may harm the reputation of Company and/or
Products.

<PAGE>
2.     Company  provides  a  Work  Manual  regarding  product  liability  and
Distributor  shall  inform and warn the other party according to the Work Manual
regarding  the  sales.
3.     Distributor shall mark Company as a manufacturer in selling the Products.

Article  8  (DELIVERY  AND SHIPMENT) Delivery of the Products shall be made in a
port  designated  by  Company  and  any  duty  and cost incurred by shipping the
Products  shall  be  borne  by  Distributor.

Article  9  (PAYMENT)
1.     Distributor  shall,  in principle, pay for the Products within 80% of the
deposit.
2.     Distributor  shall  pay  back  an  amount  equal to 80% of Products price
delivered  unless  otherwise  agreed  with  Company.

Article  10  (AFTER  SERVICE  (A/S))
1.     A/S  for  the  Products  sold  by  Distributor  shall  be  performed  by
Distributor  or  a  maintenance  center,  and  Distributor  shall  promptly  and
sincerely  respond  to  the  complaints  from  customers  to  resolve  them.
2.     Upon  Distributor's  request  for A/S certificate, Distributor shall take
part  in  a certain course provided by Company. Distributor with the certificate
may  serve  as  A/S  center.
3.     In  the  event  Distributor  dose  not  serve  as A/S, Distributor lets a
maintenance center get A/S certificate from Company and provide A/S for Products
regardless  of the time to be sold. Company shall assist and support Distributor
to  get  a  maintenance  center.
4.     Company  shall  provide  a  maintenance  center  with training course and
relevant  facilities  required  for  such  training.
5.     Company  may  appoint  and  run  other maintenance center for A/S, when a
maintenance  center  designated  by  Distributor  does  not  perform  his duties
sincerely.

Article  11  (PRICE)
1.     Price  for the Products sold by Company to Distributor shall be set forth
in  a  purchase  order  upon  mutual  agreement
2.     Company and Distributor agree to comply with Fair Trade Acts and relevant
laws  in  deciding  the  price, including a factory price and a suggested retail
price.

Article  12  (WARRANTY)
1.     Company  warrants  that  it  will  provide a free repair of manufacturing
defects  for  one (1) year from the purchase date of a final customer; provided,
however,  that the customer shall pay for repair if the defects occur due to the
customer's  negligence  in  use.

<PAGE>
2.     In  no  event  Company Sole shall be liable for the Products which pass a
test  performed  by  a  certified  organization and/or Company's test other than
caused by Company's willful misconduct or gross negligence which Distributor can
prove.
3.     Company, Distributor and a maintenance center shall decide a cost for the
Products  whose  one  year  guarantee  expires based on 'Table for unit price of
Government  wage'  reasonably.

Article  13  (SUPPLY  AND  MANAGE  PRODUCTS)
1.     Company  shall supply Distributor with necessary materials and facilities
to  maintain  the  Products' stability, and Company and Distributor shall decide
upon  mutual  agreement when there are differences what materials and facilities
are  needed.
2.     Distributor  shall  not  provide  with,  lease,  dispose  of  or move the
materials  and  facilities  supplied  to  a  third party without Company's prior
written  approval.

Article  14  (DUTY  TO  REPORT)
1.     Distributor  shall,  upon  Company's  request, report sales circumstances
regarding  this  Agreement  in  writing.
2.     Distributor  shall  immediately notify Company of infringement or dispute
in  relation with a trade name, trade mark, service mark or patent right granted
by  Company  as  soon  as  Distributor  learns  about  it.
3.     In  the event Distributor desires to close temporarily, Distributor shall
report  the  reasons  in  writing  in  advance.
4.     Company  and  Distributor  shall  collect  and provide the information of
customers  to  smooth  customer  services to the extent relevant regulations and
laws  regarding  personal  information  protection  permit.

Article  15  (INTERNET SITE AND MISCELLANEOUS) Company shall support advertising
and  promotion  using  Company's  internet  site  (www.leomotors.com)  for
                                                   -----------------
Distributor's  sake  without  charge.

Article  16  (TERM)
1.     This  Agreement  shall  be effective as of the delivery date of the first
time  quantity  and  last  for  two  (2)  years  thereafter.
2.     In  the  event  a  Party  intends to terminate this Agreement, such Party
shall  notify  the  other Party of its intention in writing two (2) month before
the  expiration  date  of  this  Agreement.
3.     This Agreement shall be renewed for one (1) year with the same conditions
unless  terminated  according  to  section  2  above.

<PAGE>
Article  17  (ASSIGNABILITY)
1.     No  Party can assign or mortgage any and all rights and obligations under
this  Agreement  to  a  third  party  without the other party's written consent.
2.     A  Party  shall  not  receive  premium from an assignee even if the Party
assigns  his  rights  and  duties  with  the  other  Party's  written  approval.

Article  18  (CANCELLATION  AND  TERMINATION)
1.     Either  Party  may cancel or terminate all or any party of this Agreement
without  a  notification  in  any  of  the  following  events:

          (1) The other Party is declared of disposition of transaction
     suspension by a financial organization;
          (2) The other Party is declared of disposition of business
     cancellation or business suspension from a government body;
          (3) A Party decides, in its discretion, that the other Party cannot
     perform this Agreement due to material events including but not limited to
     bankruptcy, compulsory execution by a third party (including provisional
     seize and provisional injunction), insolvency, commencement of composition
     and corporate reorganization procedure;
          (4) A Party cannot perform this Agreement due to breaking up, transfer
     or merger with other company;
          (5) Parties agree that a Party cannot perform this Agreement or
     individual agreements due to natural disaster or other causes;
          (6) A Party assign or grant again the right to sell the Products to
     other;
          (7) Distributor causes material damages to Company by disclosing
     Company's business secret;
          (8) Distributor sells, stores, advertizes, repairs or introduce other
     company's products (electronic motorcycle and parts) which may compete with
     Products without Company's consent (excluding parts developed and
     manufactured by Distributor)

2.     Either  Party  may  notify  the other Party, who breaches or neglects its
duties, to remedy such breaches or perform its duties within fourteen (14) days.
The  notifying Party can terminate this Agreement when the breaching Party fails
to  cure  his  faults  within  the  period.

Article  19  (EFFECTIVENESS)
1.     This  Agreement  becomes  effective  as  of  the  execution  date of this
Agreement.
2.     This Agreement shall not be regarded as being amended or waived unless it
is  done  by  the  Parties'  authorized  signing  document  bearing the Parties'
representative  signature.

<PAGE>
3.     In  the  event  the  Agreement  is  terminated  (cancelled,  rescinded or
expired), Distributor shall return all information regarding Products to Company
or  destroy  pursuant  to  Company's  order.
4.     In  the  event  the  Agreement  is  terminated,  Distributor provides the
original copies of all business materials, customer information and may keep the
copies  thereof but shall not use such copies other than the business management
purpose.

Article  20  (CONFIDENTIALITY)
1.     During  and  after  the  term  of this Agreement, Company and Distributor
shall  not disclose any business secret received from the other Party under this
Agreement  to  a  third  party.
2.     Distributor  shall  not  print  or  copy the education materials, manuals
without  Company's  prior  approval unless it is permitted by this Agreement for
the  work  specified  herein.
3.     Distributor  shall  not  directly  or indirectly manage the same business
without  Company's  prior  approval.
4.     Distributor  shall make its employees comply with the section 1 through 3
above.

Article  21  (DISTRIBUTOR'S  RESPONSIBILITY)
1.     Distributor  shall  train its employees to perform their works and duties
effectively  under  this  Agreement  and  to make the employees provide the best
service  to  customers.
2.     Distributor  shall  be  solely  responsible  for damages incurred willful
misconduct  or  gross  negligence  of  its  employees.

Article  22  (COMPENSATION)
1.     In  the event, a Party is suffered from the other Party's breach or gross
negligence,  such  defaulting  Party shall be liable for the damages and losses;
provided,  however,  such defaulting Party shall be exempted from such liability
if  it  happens  due  to  natural  disaster  and  force  majeure.
2.     The termination or cancellation of this Agreement shall not affect to the
rights  for  compensation  herein.

Article  23  (MISCELLANEOUS)
1.     1.  Any  conflicts  or  disputes  arising  out of this Agreement shall be
construed  by  the  laws  of  the  Republic  of  Korea  and  amicably  settled.
2.     Anything  not  set  forth  herein  shall  be  decided by mutual agreement
pursuant  to  a  general  commercial  practice.
3.     Company  and  Distributor may execute a separate agreement regarding this
Agreement,  and  such  separate  agreement  shall  be  attached  herein.

Article  13  (DISPUTE  RESOLUTION) Disputes arising out of or in connection with
this  Agreement  shall  be  amicably  settled  by mutual agreement. Despite such
efforts,  it  is  not  resolved;  it  shall  be settled by arbitration in Korean
Commercial  Arbitration  Board.

IN  WITNESS  OF,  the  Party  shall  make  this Agreement executed by signing in
duplicate  and  keep  one  copy  respectively.


                                 March 25, 2010

"Company"     Leo  Motors  Inc.
              291-1  Hasangok-dong,  Hanam-si,  Kyunggi-do
              Signed  by  ____________________________
              Si  Chul  Kang,  CEO  &  President

"Distributor"     M&M  Co.,  Ltd.
              27-9  Hangdong-7ga,  Jung-gu,  Incheon
              Signed  by  ______________________________
              Eul  Jin  Nam,  CEO&  President