X0202 3 2007-06-15 0 0001140310 ZBB ENERGY CORP ZBB 0001403758 Payne Richard A C/O ZBB ENERGY CORPORATION N93 W 14475 WHITTAKER WAY MENOMONEE FALLS WI 53051 1 1 0 0 Chairman Common Stock 4587 D Common Stock 75043 I Held by Geizo PTY Ltd., as Trustee for RA Payne Family Trust (the "Payne Family Trustee") Common Stock 17206 I Held by Geizo PTY Ltd, as trustee for RA Payne Super Fund Retirement Account Options 2003-05-06 2012-06-15 Common Stock 50000 D Options 5.61 2007-06-15 2008-05-06 Common Stock 17647 D Options 4.25 2003-01-02 2009-01-02 Common Stock 8470 D Options (trading on Australian Stock Exchange) 6.38 2005-03-30 2007-12-15 Common Stock 1618 I held by Geizo Pty Ltd, as trustee for the RA Payne Family Trust Exercise price set at closing of Underwritten offering based on 120% of weighted average market price on Australian Stock Exchange for 20 days prior to closing of Underwritten offering. Held by Geizo Pty Ltd, as trustee for RA Payne Super Fund Retirement Account. /s/ Richard A. Payne 2007-06-18