Exhibit 10.54


                               MOTOR VEHICLE LEASE

      This lease agreement is made this 1st day of July, 2006 by and between
Maust Asset Management Company, LLC., a corporation organized and existing under
the laws of the State of Minnesota (hereinafter referred to as "Lessor"), and
GreenMan Technologies of Minnesota, Inc., a corporation organized and existing
under the laws of the State of Minnesota (hereinafter referred to as "Lessee").
Whereas GreenMan desires to lease a semi tractor described herein from Maust
Asset Management Company, LLC for the purpose of hauling tires and tire derived
products, the Lessor and the Lessee now agree as follows:

      1.    MOTOR VEHICLES COVERED Subject to the terms and conditions of this
            lease, Lessor leases to Lessee and Lessee leases from Lessor the
            motor vehicle described herein as follows:

            2006 Western Star Tractor VIN# 5KJJAECV36PU19596 (Unit # 141)

            For the purposes of this lease, motor vehicle shall be defined as an
            semi tractor listed above. Such vehicle is to be used in the normal
            and ordinary course of Lessee's business at the location set forth
            herein.

      2.    NATURE OF CONTRACT This is a contract of leasing only. Lessee does
            not, by this lease, acquire any right, title or interest in or to
            the property described in this leasing agreement.

      3.    SERVICES COVERED Lessee, at its own cost and expense, unless
            otherwise expressly provided in this lease shall:

            a.    Provide suitable and adequate repair and maintenance services,
                  including changing oil, lubricating, inspecting the vehicle;

            b.    Maintain the vehicle in good repair, mechanical condition, and
                  running order;

            c.    Furnish all necessary fuel, oil, and other lubricants
                  necessary for the operation of the vehicle;

            d.    General maintenance including regular brake inspections and
                  changes, tires, and all other mechanical maintenance. Said
                  maintenance shall take place while the vehicle is not in use.

            e.    Pay for comprehensive, physical damage, and liability
                  insurance as provided for herein;

            f.    Provide vehicle registration plates for the respective vehicle
                  (or reimburse lessor);

            g.    Pay all applicable fuel tax;

            h.    Provide and pay for their own drivers;

            i.    Pay all heavy road use tax assessed on the vehicle starting
                  January 2006 (or reimburse lessor);

            j.    Pay for extraordinary damages or expenses incurred.

            k.    Provide for annual D.O.T. certification.
<PAGE>

      4.    VEHICLE CONDITION The vehicle shall be in a neat and proper
            appearance, good repair, mechanical condition and in good working
            running order when delivered to Lessee and said condition shall be
            accepted by Lessee as such unless immediate written notice to the
            contrary is given at the time of acceptance.

      5.    TIRES Lessee shall provide, at its own cost and expense, all
            necessary tires for the vehicle. Lessee's drivers will not operate
            any of the vehicles on a flat tire or on any tire or tires that do
            not contain sufficient air pressure so as to prevent damage to the
            tires other than normal and ordinary wear and tear. Any damage to
            tires which occurs because of a drivers or Lessee's negligence,
            carelessness, recklessness or abusive handling of the vehicle; or
            replacement/repair of the tires shall be borne by Lessee.

      6.    INSPECTION Lessee shall deliver or make available the vehicles for
            inspection by Lessor as reasonably requested by Lessor. Said
            inspections shall be made at reasonable places and times so as to
            eliminate, insofar as possible, any interruptions to Lessee's
            service.

      7.    REPAIRS All vehicle repairs shall be the responsibility of the
            lessee.

      8.    FUEL AND LUBRICANTS Lessee shall procure and provide all fuel and
            other lubricants required for the operation of vehicles under this
            lease. Lessee shall use the supplies or suppliers designated or
            approved by vehicle manufacturer.

      9.    LEASE AND RENTAL CHARGES As consideration for this lease, Lessee
            agrees to pay Lessor a deposit of $0.00 dollars includes no
            maintenance, which will be held by Lessor and which can be used as
            rent or for damages caused to the vehicle by Lessee. After placing
            the deposit, Lessee shall pay as base rent for the vehicle for the
            entire original term set forth herein in a minimum amount of per
            month. This sum is a fixed rental charge per month for the use and
            operation of the vehicle and does not include any other
            extra-ordinary charges or costs which may be added as allowed under
            this lease. This base rent of $2,543.10 dollars per month, shall be
            paid the first day of each month or next business day should the
            first fall on a weekend, each month commencing July 1, 2006 to and
            including June 1, 2011. All applicable sales tax (and remittance of
            sales tax) is the responsibility of the Lessee.

      10.   BUY-OUT PROVISION: At the discretion of the Lessor, the Lessor may
            offer a buy-out option as of January 1, 2011; the optional fixed
            purchase price is $$13,375.00.

      11.   MILEAGE RECORDS Lessee shall furnish to Lessor the mileage readings
            for the vehicle upon request.

      12.   LEASE TERM This lease shall be for a period of 60 months beginning
            at 12:01 a.m. local time on July 1, 2006 and expiring at 12:01 a.m.
            local time on June 30, 2011.
<PAGE>

      13.   OBLIGATION TO INSURE Lessee, at its sole cost, shall provide and
            maintain during the term of this lease, a policy of comprehensive
            and liability insurance containing the coverage, exceptions, and
            exclusions that are ordinarily contained in liability policies for
            vehicles of this nature and written for the locality where the
            vehicle is operated. Such policy shall insure Lessor and Lessee and
            their respective agents and employees with respect to liability as a
            result of the ownership, maintenance, use or operation of the
            vehicle furnished by Lessor to Lessee. Such insurance shall be
            primary and not excess or contributory, with respect to any accident
            involving the vehicle and shall afford bodily injury liability
            limits of not less than Three Hundred Thousand Dollars ($300,000.00)
            for injury or death of one person in any one accident and subject to
            such limit per person to a total liability of Ten Million Dollars
            ($10,000,000.00) for all persons injured or killed in the same
            accident and coverage for physical damage, destruction or loss of
            use of the asset(s) as a result of one accident, except that Lessor
            shall not be liable for damage to property owned by or rented to
            Lessee. Comprehensive insurance coverage shall be in an amount equal
            to the replacement value of the vehicle and all policies herein
            shall list Lessor as the owner and secondarily insured.

      14.   CERTIFICATE OF INSURANCE Lessee shall provide or cause the insurer
            to provide or furnish to Lessor a certificate of insurance showing
            the amounts of coverage listed herein and further showing Lessor as
            listed in the coverage. Said certificate shall also provide that
            said policy shall not be cancelled or modified without first
            providing written notice to Lessor within sixty (60) days from the
            expiration of the policy.

      15.   LIABILITY IN EXCESS OF INSURANCE Lessee shall further indemnify and
            hold Lessor and its agents and employees harmless from and against
            all loss, liability and expense, including attorney fees and court
            costs, in excess of any insurance coverage provided for herein, as a
            result of bodily injury, death or property damage caused by or
            arising out of the ownership, use or operation of the vehicle or
            vehicles subject to this lease.

      16.   REPORTS OF ACCIDENTS If a vehicle furnished by Lessor to Lessee
            pursuant to this agreement is involved in any accident, Lessee shall
            cause its agents and employees to notify Lessor as soon as available
            with respect to GreenMan's accident reporting policies. Lessee
            understands the employee is to report to GreenMan's accident
            reporting policies. Lessee understands the employee is to report the
            incident to Police/Rescue Service as may be necessary first and
            foremost, to ensure the safety of personnel and property, then
            GreenMan's Safety department/Supervisor upon which, GreenMan's
            Safety department will coordinate with Lessee. Thereafter, as soon
            as practical, Lessee shall supply to Lessor a written report, giving
            all information relative to the accident. Lessee shall cooperate
            fully in any investigation and defense of all claims made which
            arise out of the accident. Lessee shall promptly deliver to Lessor
            any and all papers, notices, summonses, processes and documents
            whatsoever served upon or delivered to Lessee or Lessee's agents in
            connection with any claim, suit or action relative to Lessee, which
            arises out of the use of the vehicle.

      17.   DRIVERS OF VEHICLE All vehicles leased to Lessee under this lease
            shall be operated by safe, careful, legally qualified and properly
            licensed and insured drivers. Such drivers shall be selected,
            employed, controlled and paid by Lessee. Such drivers are
            conclusively presumed to be the employees of Lessee only. Lessee
            shall cause the vehicle to be operated with reasonable care and
            precaution to prevent loss, injury or damage to such vehicle or
            other property. Lessee's drivers shall comply with all reasonable
            regulations, state, federal or local, and all reasonable regulations
            required by Lessor insofar as such regulations relate to the safe
            and proper use of the vehicle provided for in this lease.
<PAGE>

      18.   COMPLIANCE WITH LAWS The leased vehicle, while in possession, care,
            custody and control of the Lessee will not be operated in excess of
            its respective rated maximum weights or capacity. If it is damaged
            in any way due to overloading, Lessee shall immediately pay to
            Lessor the amount of any and all damages and losses it may sustain.
            No vehicles subject to this lease shall be used in violation of any
            federal, state or local statute, regulation or ordinance applicable
            to the operation of said vehicle. As to the use or operation of any
            said vehicles, Lessee shall hold Lessor harmless from any and all
            fines, forfeitures or penalties for traffic violations or the
            violation of any statute, law ordinance, rule or regulation from any
            constituted public authority. Lessee shall not use or allow the
            vehicle to be used for any unlawful purpose or for the
            transportation of any property or material deemed extra-hazardous by
            reason of being explosive, inflammable or fissionable.

      19.   RETURN OF VEHICLE Upon the termination of this lease, Lessee shall
            return the vehicle to Lessor in as good a condition and running
            order as when first received by Lessee, ordinary wear and tear
            excepted. If Lessee fails to return the vehicle within a reasonable
            time, Lessor shall have the right to enter onto Lessee's or Lessee's
            agents premises for the purpose of taking possession of the vehicle
            and remove it from Lessee.

      20.   BANKRUPTCY This lease shall terminate automatically without notice
            to Lessee if Lessee files a voluntary petition in bankruptcy, makes
            an assignment for the benefit of creditors, or is voluntarily or
            involuntarily adjudicated bankrupt by any court of competent
            jurisdiction, or if a petition for reorganization of Lessee, or for
            an arrangement with creditors is filed by or against Lessee, or if a
            receiver is appointed for Lessee's business, or if Lessee permits or
            suffers any distress, attachment, levy or execution to be made or
            levied against any or all of Lessee's property.

      21.   LIQUIDATED DAMAGES ON BANKRUPTCY If this lease is terminated as
            provided in Section 21, Lessee shall comply with and Lessor shall
            have all the rights set forth in Section 20. If this lease is
            terminated Lessor shall also be entitled to damages, liquidated for
            all purposes, including claims or suits against Lessee's assets in
            bankruptcy or reorganization, said liquidated damages being the sum
            of all base monthly rental payments due and unpaid from the date to
            the execution of the lease until its termination. In arriving at
            such liquidated damages, the parties have considered, among other
            factors, the substantial expense of Lessor in purchasing the vehicle
            for Lessee's service and the difficulty in arriving at a damage
            figure in the future.

      22.   DEFAULT BY LESSEE If Lessee shall be in default of any of the
            payments or other terms and conditions of this lease, Lessor may, at
            Lessor's sole option, notify Lessee of the breach or default in
            writing. If Lessee fails to correct the default within ten (10) days
            of said written notice then at any time Lessor may enter any premise
            where the vehicle subject to this lease is located and remove said
            vehicle or otherwise obtain its possession without being liable to
            any suit, action or defense or other proceedings. Late charges for
            past due payments will be calculated at a 12% annualized interest
            rate beginning the 2nd day of each month.

      23.   TAXES AND LICENSE FEES Any increases in any taxes and license fees
            in effect on the effective date of this lease and any new and
            additional taxes and license fees applicable on or with respect to,
            the leased vehicles or by the reason of the leasing as well as, any
            increased cost of any equipment or accessories required by any
            change in laws relating thereto shall be paid by Lessee to Lessor
            within fifteen (15) days after being invoiced.

      24.   SUCCESSION This lease, together with all schedules now and hereafter
            made a part shall be binding on the respective parties and their
            respective heirs, executors, administrators, legal representatives,
            successors and assigns.
<PAGE>

      25.   AMENDMENT No amendment, modification, or alteration of the terms of
            this lease agreement shall be binding unless the same shall be in
            writing dated subsequent to the date hereof and duly executed by the
            parties hereto.

      26.   ASSIGNMENT Neither this lease or any interest herein may be assigned
            by Lessee without the express written consent of the Lessor nor by
            operation of law. No vehicle may be sublet or encumbered nor
            possession or use given to other than Lessee's employees without
            Lessor's express written consent.

      27.   NOTICES Any notice given under this lease by Lessor to Lessee shall
            be in writing and shall be given personally or by registered mail
            addressed as follows:

                  GreenMan Technologies of MN, Inc.
                  Attn: Chuck Coppa, Treasurer or Mark Maust, President
                  12498 Wyoming Avenue South
                  Savage, MN 55378

            Any notice given under this lease by Lessee to Lessor shall be
            writing and shall be given personally or by registered mail
            addressed as follows:

                  Maust Asset Management Company, LLC
                  Attn: Mark Maust, Owner
                  5785 Starview Lane
                  Prior Lake, MN 55372

      28.   WAIVERS The failure of either party in any one or more instances to
            insist on the performance of any of the terms, covenants, or
            conditions of this lease, or to exercise any right or privilege in
            this lease conferred or the waiver of any breach of any of the
            terms, convenants or conditions of this lease, shall not be
            construed as thereafter waiving any such terms, covenants,
            conditions, rights or privileges, but such terms shall continue and
            remain in full force and effect as if no such forbearance or waiver
            had occurred.

      29.   GOVERNING LAW This lease shall be governed by the laws of the State
            of Minnesota and constitutes the entire agreement between Lessor and
            Lessee with respect to the furnishing of a motor vehicle by Lessor.
<PAGE>

      30.   COLLECTION EXPENSES Lessee shall be liable to Lessor for all costs
            and expenses, including, but not limited to, reasonable attorney
            fees, incurred in collecting payments due or to become due from
            Lessee to Lessor or in enforcing any rights of Lessor pursuant to
            this lease.

            This lease agreement constitutes the sole agreement of the parties
            hereto and supercedes any prior understandings, written or oral
            agreements or representations between the parties respecting the
            subject matter within it.

            In case any one or more of the provisions contained in this lease
            agreement shall, for any reason, be held to be invalid, illegal or
            unenforceable, such invalidity, illegality or unenforceability
            shall not affect any provision thereof and this lease agreement
            shall be construed as if such invalid, illegal or unenforceable
            provision had never been contained herein.

IN WITNESS WHEREOF, the parties have hereto executed this lease on the date
first written above.

Maust Asset Management Company, LLC.   GreenMan Technologies of MN, Inc. Lessee

By: /s/ Mark Maust                     By: /s/ Charles E. Coppa
    --------------------------------       ------------------------------------
    Mark Maust, Owner                      Charles E. Coppa, Treasurer
                                           GreenMan Technologies of MN, Inc.