Exhibit 10.6







                       ITEM PURCHASE AND SUPPLY CONTRACT




















                                 APRIL 14, 2009




                        PURCHASER: BIKE LEASE CO., LTD.

                           SUPPLIER: LEO MOTORS, INC


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                       ITEM PURCHASE AND SUPPLY CONTRACT




Purchaser:  Bike  Lease  Co.,  Ltd.  (hereinafter  referred  to as "Bike Lease")

Supplier:  Leo  Motors  Inc.  (hereinafter  referred  to  as  "Leo  Motors")

-    The  above  "Bike  Lease"  and "Leo Motors" shall make an item purchase and
supply  contract  (hereinafter referred to as "The Contract") as follows, expand
the  smooth  purchase  and  supply  system,  and  keep a copy respectively after
preparing,  signing,  and  sealing  two  copies  of  the  contract to verify it.



ARTICLE  1  FUNDAMENTAL  PRINCIPLES
-    The  fundamental principles of The Contract shall be for Nike Lease and Leo
Motors to establish the sound basis as the stable and reliable partner companies
on  the  basis  of  faith  and sincerity for the mutual profit and to pursue the
incessant  technology  innovation  and  business  rationalization  for  the
strengthened  external  competitiveness.

ARTICLE  2  GENERAL  OBLIGATIONS
-     The  parties  shall cooperate after promptly making a written notification
when  there  is  an  important  change  in  business.
-     The  parties shall agree in advance on the important action to be taken on
the  transaction.

ARTICLE  3  APPLICATION  RANGE
-    The  Contract  shall determine the basic matters on the transaction between
The  Parties  and  apply  them  to  the  individual  contract.
-    If  a special management agreement is concluded according to the discussion
between  The  Parties,  the special management agreement shall be applied first,
and  The  Contract  shall be applied to the matters not specified in the special
management  agreement.

ARTICLE  4  CONCLUSION  OF  AN  INDIVIDUAL  CONTRACT
-     A  specific  individual agreement based on The Contract shall be concluded
if  Bike  Lease  makes  an  order  and  Leo  Motors  accepts  it.
-     The  individual  contract  shall  use  the  item  order sheet (hereinafter
referred  to  as  "Order  Sheet")  of  Bike  Lease.
-     Bike  Lease  shall  deliver  to Leo Motors Order Sheet including the order
date,  delivery  date,  item,  quantity,  price,  delivery  place, and necessary
specific  individual  transaction  conditions.
-     If there is no objection within 2 days after Order Sheet is delivered, Leo
Motors  shall  be  considered  to  accept  the  individual  contract.

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Article  5  CHANGE  OF  AN  INDIVIDUAL  CONTRACT
-    The  Parties  shall  possibly  ask for the change of an individual contract
with  the  document  listing the causes within 2 days of the contract conclusion
date  pursuant  to  Provisions 1 and 4 of Article 4 (Conclusion of an Individual
Contract)  and  shall  possibly  change  the  individual  contract  if there are
considerable  causes  after  mutual  discussion.
-    The  change  of  the  individual  contract shall be concluded if Bike Lease
delivers  the  changed  Order  Sheet  to  Leo  Motors and Leo Motors accepts it.

ARTICLE  6  NAME  AND  SPECIFICATION  OF  THE  CONTRACT  ITEM
-    Product:  Electric  motor  cycle
-    Specification
     i.   Driving Distance: 80km (silent driving 40km/H, based on driving
          on the flat land)
     ii.  High Speed: 90km/H (adjustable depending on the regulation)
     iii. Maximum Climbing Angle: 25 degree
     iv.  Charging Hours: 3 hours for 100% charging
     v.   Rate Output: 1kw
     vi.  Highest Output: 4kw

ARTICLE  7  QUANTITY  AND  PRICE
-    Bike  Lease shall prepare Order Sheet and make an order based on the number
of  the  items  purchased  annually  and  price  specified  in  The Contract. An
individual  contract  conditions  shall  be  possibly different according to the
mutual  discussion.
-    Number  of  the  Items  Purchased  Annually: 3,000  units
-    Unit  Price:  3,500,000  KRW  (VAT  excluded)

ARTICLE  8  PAYMENT
      In  compliance  with  the payment regulation of Bike Lease (decided on the
basis  of  the mutual discussion between Bike Lease and Leo Motors if there is a
special  cause)

ARTICLE  9  SETOFF
-    If Bike Lease has the credit to be paid by Leo Motors, it shall be possibly
set  off  against  the  debt  of  paying  for  the delivered item to Leo Motors.
-     As  for  the  setoff  in Provision 1, the receipt shall not be provided in
case  of  every  setoff,  it  shall be possibly replaced by the action that Bike
Lease  notifies  the  details  to  Leo  Motors.


ARTICLE  10  DELIVERY  DATE,  PLACE,  AND  METHOD
-    Delivery  Date: The delivery date shall be 60 days of the delivery of Order
Sheet.  (However,  as  for  an  emergency  case,  The  Parties shall discuss the
readjustment  and  fulfill  the  delivery  date  when Order Sheet is delivered.)
-    Delivery  Place  and  Method
     1.   Warehouse of Bike Lease
     2.   The change of the delivery place shall be determined with the
          discussion between The Parties.
     3.   The freight for delivering the contract item shall be born by Leo
          Motors.

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     4.   When a contract item is delivered, the receipt department shall
          be requested to inspect the contract item after making a preparation
          on the basis of the transaction details form of Bike Lease when
          delivering the contract item

ARTICLE  11  QUALITY  INSPECTION  AND  ASSURANCE
-    The quality inspector of Bike Lease shall execute an inspection in the site
and  outsourcing  company  of  Leo  Motors,  and  the change of a place shall be
determined  by  the  mutual  discussion.
-    Bike  Lease shall immediately notify the inspection result to Leo Motors in
writing  or  verbally  after  tallying.
-     When  it  fails as the result of the inspection by Bike Lease, the details
of  failure  shall  be  notified  to  Leo  Motors  in  writing  or  verbally.
-     Bike  Lease  and the customer of "Bike Lease" shall have a right to verify
whether a supplied item corresponds to the specified requirements in the site of
Leo  Motors  and  the  site  of  the  outsourcing  company.

ARTICLE  12  WARRANTY  LIABILITY
-     If  a defect hidden in the ordered product is found after the ownership of
the  ordered  item  is transferred, the responsible party shall be liable to the
repair  of  the  defect,  delivery  of  a  replacement,  reduced  payment,  and
indemnification  of  the  damages  caused  by  the  defect pursuant to the claim
compensation  agreement  separately concluded between Bike Lease and Leo Motors.
-     If  The  Parties  don't  agree  on the liability to the hidden defect, The
Parties  shall comply with the procedure and method objectively verified such as
publicly  reliable  judgment  of  the  third  party.

ARTICLE  13  PRODUCT  LIABILITY
-     Leo  Motors  shall  do  its best not to have a defect occur in the product
ordered  by  Bike Lease and perform all the duties related to product liability.
-    The Parties shall mutually and fully cooperate to prevent the occurrence of
the  claim  and lawsuit related to product liability, defend them, and prepare a
measure.

ARTICLE  14  USING  OUTSOURCING
-    When  Leo Motors manufactures the product ordered by Bike Lease. Leo Motors
shall  possibly  give  the  part  or  whole  to  the  third  party.
-    In case of Provision 1, Leo Motors shall not be exempt from the fulfillment
duty  of  Leo  Motors  according  to  The  Contract  and an individual contract.

ARTICLE  15  CONFIDENTIALITY
-     The  Parties  shall  not  disclose  to  the  third party the other party's
commercial  and  technical  secrets  obtained  through  This  Contract  and  an
individual  contract  without  the  consent  of  the  other  party.
-     The  Parties  shall  have a duty on Provision 1 during the contract period
and  after  the expiration or cancellation of the contract. When the other party
is  damaged  by  the  infringement  of  this  regulation,  the  damage  shall be
indemnified.

ARTICLE  16  TRANSFER  OF  RIGHTS  AND  DUTIES
-     The Parties shall not possibly transfer or provide to the third party as a
security the part or whole of the rights and duties occurring from The Contract,
its  supplementary  agreement,  or  an  individual  contract

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without  a  written  consent  of  the  other  party.

ARTICLE  17  CHANGE  OF  THE  CONTRACT
-    When This Contract and the details of an individual contract are to be
changed, The  Parties  shall  cooperate  to  change  them.
-    The case of damage occurrence according to the change of the contract of
Provision 1 shall be handled in compliance of each of the following Items.
     1.   Leo Motors shall possibly claim the damage against Bike Lease if
          the damage occurs due to the fault of Bike Lease.
     2.   Bike Lease shall possibly claim the damage against Leo Motors if
          the damage occurs due to the fault of Leo Motors.
     3.   If the damage occurs due to the faults of The Parties or without
          the faults of The Parties, The Parties shall cooperate to reach an
          agreement.

ARTICLE  18  CANCELLATION  AND  TERMINATION  OF  THE  CONTRACT
-    The Parties shall immediately cancel or terminate the whole or part of The
Contract, its supplementary agreement, and an individual contract when each
cause of the following Items might occur or occurs.
     1.   When Bike Lease or Leo Motors receives the transaction suspension
          measure from a financial institution
     2.   When Bike Lease or Leo Motors receives the measure such as
          business cancellation and suspension from a supervision agency
     3.   When the commercially important causes such as dishonor of a
          promissory note and a check, compulsory execution by the third party
          (including the provisional attachment and provisional disposition),
          and bankruptcy judgment or company liquidation request occur so that
          it is acknowledged that Bike Lease or Leo Motors cannot fulfill the
          contract details of the main contract and the supplementary agreement
     4.   When Bike Lease or Leo Motors is dissolved, makes a resolution of
          business transfer, or is merged into another company
     5.   When The Parties accept that it is difficult for Bike Lease or
          Leo Motors to perform the details of This Contract, its supplementary
          agreement, and an individual contract due to a disaster and other
          causes
-    Bike Lease or Leo Motors shall notify to the other party the fulfillment in
a reasonable period in writing when the cause of each of the following Items
occurs and shall possibly cancel or terminate the whole or part of This Contract
and the whole or part of the individual contract when it is not fulfilled within
the period.
     1.   When Bike Lease or Leo Motors infringes This Contract, its
          supplementary contract, and an individual contract
     2.   When Bike Lease delays the fulfillment of the various matters
          needed for manufacturing the ordered product without a special cause
          so that the work of Leo Motors is interrupted, or it is recognized
          that Leo Motors rejects the manufacturing of the ordered product or
          delays the launch without a special cause so that it is difficult to
          deliver it within the contract period
     3.   When it is recognized that the capability of technology,
          production, and quality control of Leo Motors is insufficient so that
          the matters agreed on in The Contract and its supplementary

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          agreement cannot be fulfilled smoothly
-    Bike Lease or Leo Motors shall have to immediately notify it to the other
party in writing when the cancellation or termination cause of each Item of
Provisions 1 and 2 occurs.
-    When The Contract is cancelled or terminated according to Provisions 1 and
2, all the responsibilities held against the person with the cancellation or
termination right by the cancelled shall lose the period profit, and the payment
shall have to be made immediately.
-    When the damages against the person with the cancellation or termination
right occur in relation to cancellation or termination, the cancelled or the
terminated shall have to indemnify the damages.

ARTICLE  19  NOTICE  OF  TRANSACTION  SUSPENSION
     When  a transaction is to be suspended due to an irresistible cause that is
not the cause of Article 18, Bike Lease or Leo Motors shall have to notify it in
advance  to  the  other party by permitting the considerable grace period before
transaction  suspension  to  prevent the unreasonable damage to the other party.

ARTICLE  20  REQUEST  FOR  DAMAGE  INDEMNIFICATION
-     Bike  Lease  or  Leo  Motors  shall possibly claim the damages against the
other  party  when  the  infringement of This Contract or an individual contract
results  in  a  loss.

ARTICLE  21  DISAGREEMENT  AND  DISPUTE  RESOLUTION
-     Bike  Lease or Leo Motors shall abide by the business practice if there is
a  disagreement  on the benefit of This Contract and its supplementary agreement
and  go  through  the  mutual  discussion to reach an agreement if not resolved.
-     When  a  legal  dispute  occurs  in  relation  to Provision 1, it shall be
resolved  in  compliance with arbitration of Korean Commercial Arbitration Board
according  to  the  arbitration  law  and  the  commercial  arbitration  rules.

ARTICLE  22  EFFECTIVENESS  AND  EFFECTIVE  PERIOD  OF  THE  CONTRACT
-    The  Contract  shall be effective for a year. However, if Bike Lease or Leo
Motors  doesn't show the intention of contract renewal until 3 months before the
expiry  of  The Contract, The Contract shall be considered to be effective for a
year  with  the  same  conditions  and  shall  be  the  same  afterwards.
-    If  The  Contract  is  ineffective  according to Provision 1, the effective
period  of  The  Contract regarding the individual contract shall continue until
the  effective  period  of  the  corresponding  individual  contract.


ARTICLE  23  AGREED  JURISDICTION
-    As  a  rule, the competent court of the dispute occurring according to
The  Contract shall be the court with the jurisdiction over the location of Bike
Lease.  However,  in  case  of  the  request of Leo Motors, the court determined
through  mutual  agreement  shall be possibly designated as the competent court.

-    To  verify  the conclusion of The Contract, Bike Lease and Leo Motors shall
sign  and  seal  two  copies  of

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The  Contract  and  keep  a  copy  respectively.





                                 April 14, 2009



Bike  Lease

Address:  121-43  Dangsan-dong,  Yeondeungpo-gu,  Seoul

Jae  Weon  Seo,  CEO  (seal)


"Leo  Motors"

Address:  291-1  Hasangog-dong,  Hanam,  Gyeongi-do

Jung  Yong  Lee,  CEO  (seal)