EXHIBIT 10.3

SHARE PURCHASE AGREEMENT

This Agreement is made as of January 1, 1999 between

               GRANT BROTHERS SALES, LIMITED, a corporation
               existing under the laws of Canada (the "Vendor"),

                                       and

               SPECTRE INDUSTRIES, INC., a corporation existing under the
               laws of Nevada (the "Purchaser").

RECITALS

A. The Vendor is the registered and beneficial owner of the Purchased Shares.

B. The Purchaser wishes to purchase and the Vendor wishes to sell the Purchased
Shares on the terms of this Agreement.

For value received, the parties agree as follows.

SECTION 1 - INTERPRETATION

1.1 Definitions. In this Agreement the following terms have the meanings set out
below.

(a) Agreement means this share purchase agreement including any recitals and
schedules to this share purchase agreement, as amended, supplemented or restated
from time to time.

(b) Closing Time means the first moment of time following the completion of the
transactions on the date of this Agreement contemplated by the asset purchase
agreement of even date between the Vendor and the Corporation.

(c) Common Stock means common shares, par value of US$.0001, of the Purchaser.

(d) Corporation means Grant Automotive Group Inc., a corporation existing under
the laws of Ontario.

(e) Encumbrances means all options, pledges, mortgages, security interests,
liens, charges, adverse claims, rights, restrictions, burdens and encumbrances
whatsoever.

(f) Purchase means the transaction of purchase and sale contemplated by this
Agreement.

(g) Purchase Price has the meaning given to it in section 2.1.

(h) Purchased Shares means all the common shares issued and outstanding in the
capital of the Corporation as at the Closing Time.


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(i) Securities Act means the United States Securities Act of 1933, as amended.

1.2 Other Defined Terms. Each capitalized term not otherwise defined in this
Agreement has the meaning given to it in the asset purchase agreement of even
date between the Vendor and the Corporation.

1.3 Headings and References. The division of this Agreement into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement.

1.4 Extended Meanings. Words importing the singular include the plural and vice
versa and words importing gender include all genders. The term "including" means
"including without limitation" and the term "includes" has a similar meaning.

SECTION 2 - PURCHASE, SALE AND PLEDGE

2.1 Purchased Shares. On the terms of this Agreement, as at the Closing Time,
the Vendor hereby sells to the Purchaser free and clear of all Encumbrances and
the Purchaser hereby purchases all of Vendor's right, title and interest in and
to the Purchased Shares for a purchase price equal to the aggregate value of
US$1,000,000, as adjusted in accordance with section 2.4, plus the market value
of the 400,000 shares of the Purchaser, calculated as at the dates on which such
shares are to be issued to the Vendor (collectively, the "Purchase Price").

2.2 Payment of the Purchase Price. The Purchaser shall satisfy the Purchase
Price:

      (a)   by paying at the Closing Time US$300,000 to the Vendor by wire
            transfer in immediately available funds;

      (b)   by paying on or before March 1, 1999 US$200,000 (together with
            interest calculated at the annual rate of 7.75% for the period from
            January 1, 1999 to the date of payment) to the Vendor by wire
            transfer in immediately available funds;

      (c)   subject to section 2.4, by paying on or before August 2, 1999
            US$500,000 (together with interest calculated at the annual rate of
            7.75% for the period from January 1, 1999 to the date of payment) to
            the Vendor by wire transfer in immediately available funds;

      (d)   by delivering at the Closing Time 300,000 Common Stock to the
            Vendor; and

      (e)   by delivering on or before February 1, 1999 100,000 Common Stock to
            the Vendor.

2.3 Audit. Promptly following the date of this Agreement, the parties shall
retain the Vendor's auditor upon such terms as the parties agree (including as
to a quotation on price and a requirement to deliver a written report to the
parties upon completion). The parties shall request the auditor to conduct an
audit to confirm the amount of:

      (a)   the total revenues attributable to the Business for 1998, expressed
            in US dollars and assuming an exchange rate in which one Canadian
            dollar is equal to US 68(cent); and


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      (b)   the Accounts Receivable determined as at the close of business on
            December 31, 1998.

The auditor shall provide the parties with a draft audit report on which to
comment. The parties shall have 10 days to provide their comments and then the
auditor shall finalize its report. The audit report shall be final and binding
on the parties. The Purchaser shall pay for all auditing costs attributable to
the audit of the total revenues for 1998 and the Vendor shall pay for all
auditing costs attributable to the audit of the Accounts Receivable.

2.4 Adjustment of Purchase Price. If the total revenues attributable to the
Business for 1998 set out in the audit prepared in accordance with section 2.3
exceeds US$1,000,000, then the amount of the payment referred to in section
2.2(c) shall be increased by the difference in those two amounts. If the total
revenues attributable to the Business for 1998 set out in the audit prepared in
accordance with section 2.3 is less than US$1,000,000, then the amount of the
payment referred to in section 2.2(c) shall be decreased by the difference in
those two amounts.

2.5 Pledge of Purchased Shares. As continuing collateral security for the timely
payment in full when due of all payments and deliveries of shares referred to in
section 2.2, the Purchaser hereby pledges to the Vendor, and grants to the
Vendor a security interest in, the Purchased Shares (including all share
certificates evidencing the Purchased Shares), together with any substitutions
therefor and accretions thereto, and all dividends, income, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of, or in substitution for, or in addition to,
or in exchange for any or all of the foregoing (collectively, the "Pledged
Collateral"). The Purchaser hereby delivers the Purchased Shares to the Vendor.
Prior to the release of the security interest pursuant to section 2.8, the
Common Stock delivered to the Vendor pursuant to section 2.2(d) and the
Purchased Shares shall be deposited with Vendor's counsel. The Purchaser shall
deliver all other Pledged Collateral, if any, to the Vendor as soon as possible.
Except for the pledge and grant of security interest set out in this section
2.5, the Purchaser shall not, without the prior written consent of the Vendor,
sell, assign, transfer, pledge or otherwise encumber any of its rights in or to
the Pledged Collateral.

2.6 Defaults and Remedies. If the Purchaser fails to make a payment or a
delivery of shares referred to in section 2.2 in full when due, the parties will
have 60 days to discuss the matter and to agree on an acceptable alternative,
including payment or delivery of shares in full at a later date. If the
Purchaser then fails to satisfy all the terms of such acceptable alternative or
if the parties fail to reach any agreement on an acceptable alternative within
such 60 day period, then:

      (a)   the Vendor may exercise any and all rights of sale, conversion,
            exchange, subscription or any other rights, privileges or options
            pertaining to the Pledged Collateral as if the Vendor were the
            absolute owner thereof; and

      (b)   the Purchaser hereby irrevocably constitutes and appoints any
            officer of the Vendor the true and lawful attorney of the Purchaser,
            with full power of substitution, to do, make and execute all such
            statements, assignments, documents, acts, matters or things with the
            right to use the name of the Purchaser


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<PAGE>

            whenever and wherever such officer may deem necessary or advisable
            and from time to time to exercise all rights and powers and to
            perform all acts of ownership with respect to the Pledged
            Collateral.

The Vendor shall then, within a reasonable period of time, purchase the Pledged
Collateral in accordance with section 2.7 or sell the Pledged Collateral,
whether in connection with a sale made under the power of sale herein contained
or pursuant to judicial proceedings or otherwise. If the Pledged Collateral is
not freely distributable to the public without the filing of a prospectus or
registration under applicable securities laws at the time of any proposed sale,
then the Vendor is not required to effect such filing of a prospectus or
registration or cause the same to be effected but, in the Vendor's discretion
(subject only to applicable law), may require that any sale hereunder (including
a sale at auction) be conducted on such terms and subject to restrictions as the
Vendor may determine, acting reasonably. The Purchaser acknowledges that any
private sale (conducted in the manner set out above) of the Pledged Collateral
may result in prices and other terms less favourable to the seller than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially reasonable
manner. The Purchaser will not interfere with any right, power and remedy of the
Vendor provided for in respect of the pledge of the Pledged Collateral now or
hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Vendor of any one or more of such
rights, powers, or remedies.

2.7 Application of Proceeds. After payment of all direct and indirect expenses
respecting the sale of the Pledged Collateral, together with a deduction of all
damages incurred by the Vendor before or after the date of this Agreement, by
reason of the Purchaser's failure to satisfy its obligations under section 2.2
(net of the proceeds, if any, from the sale of the Common Stock delivered to the
Vendor pursuant to section 2.2(e)), any amount held by the Vendor in respect of
the sale by the Vendor of the Pledged Collateral shall be applied by the Vendor
to satisfy any outstanding payment and share delivery obligations referred to in
section 2.2 and if any surplus amount remains, it shall be paid to the
Purchaser. For greater certainty, the Vendor shall remain liable for the payment
of obligations and the delivery of shares referred to in section 2.2 to the
extent that they remain owing to the Vendor after application of all cash
proceeds following any sale of the Pledged Collateral. Notwithstanding the
foregoing, the Vendor may, as an alternative, purchase the Pledged Collateral.
If the Vendor so purchases the Pledged Collateral, the Vendor shall return to
the Purchaser the Common Stock delivered to the Vendor pursuant to section
2.2(d) and the amounts received by the Vendor in accordance with section 2.2,
after deducting therefrom:

      (a)   all direct and indirect expenses respecting any contemplated or
            attempted sale of the Pledged Collateral;

      (b)   all direct and indirect expenses respecting the carrying out of the
            purchase of the Pledged Collateral; and

      (c)   all damages incurred by Vendor before or after the date of this
            Agreement, by reason of Purchaser's failure to satisfy its
            obligations under section 2.2 (net of the proceeds, if any, from the
            sale of the Common Stock delivered to the Vendor pursuant to section
            2.2(e)).


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<PAGE>

Once such shares are delivered to the Purchaser and such payment is made to the
Purchaser, this Agreement shall terminate and neither party will have any
obligation to the other party hereunder.

2.8 Release of Security. Once the Purchaser has fulfilled all of its payment and
share delivery obligations in accordance with section 2.2 or in accordance with
an acceptable alternative agreed by the parties under section 2.6, the Vendor
shall promptly deliver the Pledged Collateral in its possession or control to
the Purchaser.

SECTION 3 -- REPRESENTATIONS AND WARRANTIES OF THE VENDOR

            The Vendor represents and warrants to the Purchaser as stated below
and acknowledges that the Purchaser is relying on the accuracy of each such
representation and warranty in entering into this Agreement and completing the
Purchase.

3.1 Corporate Matters

(a) Status and Capacity of Vendor. The Vendor is a subsisting corporation under
the laws of Canada, and has the corporate power and capacity to execute and
deliver this Agreement and to consummate the Purchase.

(b) Authorization of Purchase. The execution and delivery of this Agreement and
the consummation of the Purchase have been validly authorized by the Vendor.

(c) Enforceability. This Agreement has been validly executed and delivered by
the Vendor and is a legally binding obligation of the Vendor enforceable against
the Vendor, subject, as to enforcement, to bankruptcy, insolvency and other laws
affecting creditors' rights generally and to general principles of equity.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will:

      (1)   require any consent, authorization, approval or other action of any
            government authority; or

      (2)   violate or constitute a default under the articles or by-laws of the
            Vendor or any note, indenture, mortgage, deed of trust or other
            contract, agreement or commitment of the Vendor.

(d) Residence. The Vendor is not a non-resident of Canada within the meaning of
the Income Tax Act (Canada).

3.2 The Corporation.

(a) Status of Corporation. The Corporation has been duly incorporated and
organized and is a subsisting corporation under the laws of Ontario. The
Corporation is a "private company" within the meaning of the Securities Act
(Ontario).

(b) Authorized and Issued Share Capital. The authorized capital of the
Corporation consists of an unlimited number of common shares, of which 10,000
common shares have been duly issued and are outstanding as fully paid and
non-assessable shares in the capital of the Corporation. The Corporation has not
issued or authorized the issue of any shares except the Purchased Shares.


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(c) Title to Shares. The Vendor legally and beneficially owns and controls all
of the Purchased Shares with a good and marketable title thereto free of any
Encumbrances, other than Encumbrance contained in laws of general application.

(d) No Other Agreements. Except for the asset purchase agreement dated even date
between the Vendor and the Corporation, a copy of which has been delivered to
the Purchaser, the Corporation has not entered into any agreement with any other
party, except for any business banking agreement with the bankers to the
Corporation. The Corporation has no employees, nor has it ever employed an
employee.

3.3 Common Stock.

(a) Nature and Characteristics of Common Stock. The Vendor understands that the
Common Stock will be issued without registration under the Securities Act, in
reliance upon exemptions from registration under the Securities Act. The Vendor
also understands that such exemptions depend in part upon, and such shares will
be issued in reliance on, the representations and warranties made by the Vendor
in this section 3.3. Accordingly, the Vendor represents and warrants to
Purchaser, as of the date of this Agreement as follows:

      (1)   the Vendor will acquire the Common Stock for the Vendor's own
            account for investment purposes only and not with a view to resale
            or other distribution thereof, in whole or in part in violation of
            the Securities Act and the Vendor will not assign, sell, hypothecate
            or otherwise transfer any of the Common Stock in the United States
            unless,

            (A)   a registration statement is in effect under the Securities Act
                  and all applicable state securities laws with respect to the
                  Common Stock, or

            (B)   a written opinion of counsel reasonably acceptable to
                  Purchaser is obtained to the effect that no such registration
                  is required.

      (2)   the Vendor acknowledges, agrees and is aware that,

            (A)   no federal, state or any foreign agency has passed upon the
                  accuracy, validity or completeness of any materials provided
                  to the Vendor relating to the Purchaser and the Common Stock
                  or made any finding or determinations to the fairness of an
                  investment in the Common Stock,

            (B)   the Common Stock has not been registered under the Securities
                  Act or under the securities laws of any other jurisdiction in
                  the United States,

            (C)   in the absence of registration under the Securities Act, an
                  offer or sale of any of the Common Stock by Vendor in the
                  United States will require the availability of an exemption
                  thereunder,

            (D)   the following restrictive legend shall be placed on the
                  certificates representing the Common Stock,

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE FEDERAL SECURITIES LAWS OF


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                  THE UNITED STATES OR THE SECURITIES LAWS OF ANY STATE OF THE
                  UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
                  HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE UNITED STATES AT
                  ANY TIME WHATSOEVER, EXCEPT UPON SUCH REGISTRATION OR UPON
                  DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY
                  TO THE BOARD OF DIRECTORS OF THE COMPANY THAT REGISTRATION IS
                  NOT REQUIRED FOR SUCH TRANSFER AND/OR SUBMISSION TO THE BOARD
                  OF DIRECTORS OF THE COMPANY OF SUCH EVIDENCE AS MAY BE
                  SATISFACTORY TO THE BOARD OF DIRECTORS OF THE COMPANY TO THE
                  EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
                  SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE
                  SECURITIES LAWS IN THE UNITED STATES AND ANY RULES OR
                  REGULATIONS PROMULGATED THEREUNDER. UPON ANY TRANSFER OF THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE ON THE LONDON STOCK
                  EXCHANGE, ALL LEGENDS WILL BE REMOVED WITHOUT THE NEED TO
                  DELIVER ANY OPINION OF COUNSEL.

(b) Acknowledgments. The Vendor acknowledges that:

      (1)   the Vendor has been given the opportunity to ask questions of, and
            receive answers from, the Purchaser and its officers and employees
            concerning the terms and conditions of the Vendor's acquisition of
            the Common Stock and other matters pertaining to an investment in
            the Common Stock, has been given the opportunity to obtain such
            additional information necessary to evaluate the merits and risks of
            acquiring the Common Stock to the extent the Purchaser possesses
            such information, and has received all documents and information
            that the Vendor has requested relating to an investment in the
            Common Stock;

      (2)   the Vendor is familiar with the nature of and risks attendant to
            investments in the business of the Purchaser and securities in
            general and has carefully considered and has, to the extent the
            Vendor believes such discussion necessary, discussed with the
            Vendor's professional legal, financial and tax advisers the
            suitability of an investment in the Common Stock for the Vendor's
            particular financial and tax situation and has determined that the
            Common stock is a suitable investment for Vendor;


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<PAGE>

      (3)   the Vendor has not relied upon any representations or other
            information (whether oral or written) from the Purchaser or its
            directors, officers or affiliates, or from any other persons, other
            than the representations and warranties made in this Agreement and
            publicly available information with respect to the Purchaser, and

      (4)   the Vendor has made, and is solely responsible for making, the
            Vendor's own independent evaluation of the economic and other risks
            involved in the Vendor's investment in the Common Stock and the
            Vendor's own independent decision to make such investment.

SECTION 4 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

            The Purchaser represents and warrants to the Vendor as stated below
and acknowledges that the Vendor is relying on the accuracy of each such
representation and warranty in entering into this Agreement and completing the
Purchase.

4.1 Status. The Purchaser is a subsisting corporation under the laws of Nevada,
and has the corporate power and capacity to execute and deliver this Agreement
and to consummate the Purchase.

4.2 Due Authorization. The execution and delivery of this Agreement and the
consummation of the Purchase have been validly authorized by the Purchaser.

4.3 Enforceability. This Agreement has been validly executed and delivered by
the Purchaser and is a legally binding agreement of the Purchaser enforceable
against the Purchaser, subject, as to enforcement, to bankruptcy, insolvency and
other laws affecting creditors' rights generally and to general principles of
equity. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will:

      (1)   require any consent, authorization, approval or other action of any
            government authority; or

      (2)   violate or constitute a default under the articles or by-laws of the
            Vendor or any note, indenture, mortgage, deed of trust or other
            contract, agreement or commitment of the Vendor.

4.4 Common Stock. The Common Stock is fully paid and non-assessable and the
Vendor, on the date of this Agreement, will be registered as the holder of
300,000 Common Stock, free from all Encumbrances, except pursuant to the
Securities Act and the rules and regulations promulgated by the Securities and
Exchange Commission thereunder. As of the date of this Agreement, the authorized
capital stock of the Purchaser consists of 100 million shares of common stock,
of which 9,732,450 shares of common stock are outstanding as of the date hereof.

4.5 Exemption from Registration and Restrictions on Offer and Sale of Same or
Similar Securities. Assuming the representations and warranties of the Vendor
set out in section 3.3 are true and correct, the offer and sale of the Common
Stock made pursuant to this Agreement is exempt from the registration
requirements of the Securities Act and applicable state securities or "blue sky"
laws. Neither the Purchaser nor any person authorized to act on Purchaser's
behalf has, in connection with the offering of the Common Stock, engaged in:


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      (a)   any form of general solicitation or general advertising (as those
            terms are used within the meaning of Rule 501(c) under the
            Securities Act);

      (b)   any action involving a public offering within the meaning of section
            4(2) of the Securities Act; or

      (c)   any action that would require the registration under the Securities
            Act of the offering and sale of the Common Stock or that would
            violate applicable state securities or "blue sky" laws.

Neither the Purchaser nor any person acting on behalf of Purchaser has made,
directly or indirectly, any offer or sale of Common Stock or of securities of
the same or a similar class as the Common Stock that, if as a result of the
offer and sale of the Common Stock contemplated hereby, could fail to be
entitled to exemption from the registration requirements of the Securities Act.
As used herein, the terms "offer" and "sale" have the meanings specified in
section 2(3) of the Securities Act.

4.6 Sale of Common Stock. Notwithstanding any other term in this Agreement, the
Vendor may assign, sell, hypothecate or otherwise transfer any of the 300,000
Common Stock in the United States at any time after the expiry of one year
following the date of this Agreement and this representation and warranty shall
survive the closing of the Purchase for a period of five years after the date of
this Agreement.

SECTION 5 -- SURVIVAL AND INDEMNIFICATION

5.1 Survival. The representations and warranties contained in sections 3 and 4
shall survive the closing for a period of one year and the undertakings and
agreements to be performed after the date of this agreement shall survive the
closing indefinitely unless otherwise specified in this Agreement.
Notwithstanding the foregoing, any representation, warranty, undertaking or
agreement that survives the closing but would otherwise terminate in accordance
with this section 5.1 will continue to survive to the extent notice of any claim
has been given on or prior to the termination of such survival until the related
claim for indemnity has been satisfied or otherwise resolved as provided in this
section 5.

5.2 Indemnity for Purchaser. The Vendor shall, subject to the other terms of
this Agreement, indemnify the Purchaser and save and hold the Purchaser harmless
from, against, for and in respect of any and all damages (including amounts paid
in settlement with the Vendor's consent), losses, obligations, liabilities,
liens, deficiencies, costs and expenses, including reasonable attorneys' fees
and other reasonable costs and expenses incident to any suit, action,
investigation, claim or proceeding net of any amounts recoverable under
insurance policies, suffered, sustained, incurred or required to be paid by the
Purchaser by reason of:

      (a)   any representation or warranty made by the Vendor in this Agreement
            which is untrue or incorrect in any material respect; or

      (b)   any material failure by the Vendor to observe or perform its
            undertakings and agreements set out in this Agreement.

5.3 Indemnity for Vendor. The Purchaser shall, subject to the other terms of
this Agreement, indemnify the Vendor and save and hold the Vendor harmless from,
against, for and


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<PAGE>

in respect of any and all damages (including amounts paid in settlement with the
Purchaser's consent), losses, obligations, liabilities, claims, deficiencies,
costs and expenses, including reasonable attorneys' fees and other reasonable
costs and expenses incident to any suit, action, investigation, claim or
proceeding net of any amounts recoverable under insurance policies, suffered,
sustained, incurred or required to be paid by the Vendor by reason of:

      (a)   any representation or warranty made by the Purchaser in this
            Agreement which is untrue or incorrect in any material respect;

      (b)   any material failure by the Purchaser to observe or perform its
            undertakings and agreements set out in this Agreement.

5.4 Right to Defend. Upon receipt of a notice of a claim under this section 5 (a
"Claim Notice"), the party obliged to provide an indemnity under this Agreement
(the "Indemnifying Party") shall promptly assume the defense of, and contest or
otherwise protect against, such suit, action investigation, claim or proceeding
at its own cost and expense. The other party (the "Indemnified Party") shall
have the right, but not the obligation, to participate at its own expense in the
defense thereof by counsel of its own choosing, but the Indemnifying Party shall
be entitled to control the defense unless the Indemnified Party has relieved the
Indemnifying Party from liability with respect to the particular matter or in
the event set out in the next sentence. In the event the Indemnifying Party
shall fail to defend, contest or otherwise protect within 10 days of the receipt
of a Claim Notice against any such suit, action, investigation, claim or
proceeding, the Indemnified Party shall have the right, but not the obligation,
to defend, contest or otherwise protect against the same and, with the prior
written approval of the Indemnifying Party, make any compromise or settlement
thereof and subject to the limitations set out in sections 5.2 or 5.3, as the
case may be, recover the entire cost thereof from the Indemnifying Party
including all amounts paid as a result of such suit, action, investigation,
claim or proceeding or the compromise or settlement thereof which was approved
by the Indemnifying Party. However, if the Indemnifying Party undertakes the
defense of such matters, the Indemnified party shall not be entitled to recover
from the Indemnifying Party any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than the
reasonable costs of investigation undertaken by the Indemnified Party with the
prior written consent of the Indemnifying Party.

SECTION 6 -- ARBITRATION

6.1 Scope. Any dispute or other controversy between the parties relating to this
Agreement (including any dispute as to whether an issue is arbitrable) shall be
referred to arbitration under the Arbitration Act, 1991 (Ontario), but subject
to the terms of this section 6.

6.2 Appointment of Arbitrators. A party desiring arbitration under this section
6 shall give a notice of arbitration to the other party containing a concise
description of the matter submitted for arbitration. Within 10 business days
after a party gives a notice of arbitration, the parties shall jointly appoint a
single arbitrator (the "Arbitrator"), who shall be a retired judge of the
Ontario Court (General Division) or of any court of a province of Canada having
jurisdiction comparable to or higher than that of such court. If the parties
fail to appoint an Arbitrator within such time, an Arbitrator shall be
designated by a judge of the Ontario Court (General Division) upon application
by either party.


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6.3 Powers of Arbitrator. The Arbitrator may determine all questions of law and
jurisdiction (including questions as to whether a dispute is arbitrable) and all
matters of procedure relating to the arbitration. The Arbitrator shall have the
right to grant legal and equitable relief (including injunctive relief) and to
award costs (including legal fees and the costs of the arbitration) and
interest.

6.4 Arbitration Procedure. The arbitration shall take place in the Municipality
of Metropolitan Toronto at such place therein and time as the Arbitrator may
fix. No later than 20 business days after hearing the representations and
evidence of the parties, the Arbitrator shall make his or her determination in
writing and deliver one copy to each of the parties. The decision of the
Arbitrator shall be final and binding upon the parties in respect of all matters
relating to the arbitration, the conduct of the parties during the proceedings,
and the final determination of the issues in the arbitration.

6.5 Awards and Appeal. There shall be no appeal from the determination of the
Arbitrator to any court under the Arbitration Act, 1991 (Ontario). Judgment upon
any award rendered by the Arbitrator may be entered in any court having
jurisdiction thereof.

6.6 Costs of Arbitration. The costs of any arbitration under this section 6
shall be borne by the parties in the manner specified by the Arbitrator in his
or her determination.

6.7 Rules. Insofar as they do not conflict with this section 6, the Rules of
Procedure For Commercial Arbitration of the Arbitration and Mediation Institute
of Canada Inc. in effect at the date of commencement of any arbitration held
under this section 6 shall be applicable to the arbitration, and the Arbitrator
shall have jurisdiction to take such action and make such orders as are
contemplated in such rules.

6.8 Condition Precedent. Submission to arbitration under this section 6 shall be
a condition precedent to bringing any action with respect to this Agreement.

SECTION 7 -- GENERAL

7.1 Notice. Unless otherwise specified, each notice to a party must be given in
writing and delivered personally or by overnight courier or transmitted by fax
to the party as follows:

         If to the Vendor:         Grant Brothers Sales, Limited
                                   140 Wendell Avenue, Unit #1
                                   North York, Ontario M9N 3R2
                                   Attention: President
                                   Fax No: (416) 249-5864


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         If to the Purchaser:      Spectre Industries, Inc.
                                   c/o Ian Grant, Chief Executive Officer
                                   3992 Sunnycrest Drive
                                   North Vancouver, B.C.
                                   Canada V7R 3C9

                                   with a copy to:

                                   Mr. Daniel Wuersch
                                   Wuersch & Gering LLP
                                   Attorneys At Law
                                   11 Hanover Square
                                   21st Floor
                                   New York, New York
                                   USA 10005
                                   Fax No: (212) 509-9559

or to any other address, fax number or individual that the party designates. Any
notice, if delivered personally or by courier, will be deemed to have been given
when actually received, and if transmitted by fax before 3:00 p.m. (Toronto
time) on a business day, will be deemed to have been given on that business day,
and if transmitted by fax after 3:00 p.m. (Toronto time) on a business day, will
be deemed to have been given on the next business day.

7.2 Time. Time shall be of the essence of this Agreement.

7.3 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of Ontario, and each of the parties
irrevocably attorns to the non-exclusive jurisdiction of the courts of Ontario.

7.4 Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter and supersedes all prior
agreements, representations, negotiations and understandings, whether written or
verbal. No term of this Agreement may be amended or waived except in writing.

7.5 Severability. Any term of this Agreement which is invalid or unenforceable
shall not affect any other term and shall be deemed to be severable.


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<PAGE>

7.6 Assignment and Enurement. No party may assign this Agreement without the
prior written consent of the other party (except to an affiliate of such party),
which consent may not be unreasonably withheld or delayed. This Agreement enures
to the benefit of and binds the parties and their respective successors and
permitted assigns.

The parties have duly executed this Agreement.

                                        GRANT BROTHERS SALES, LIMITED

                                        By: /s/ John D. Grant
                                           -------------------------------------
                                        Name:
                                        Title:

                                        By: /s/ Ian S. Grant
                                           -----------------------------
                                           Name:
                                           Title:


                                        SPECTRE INDUSTRIES, INC.

                                        By: /s/ Olof Hildebrand
                                           -------------------------------------
                                           Name: Olof Hildebrand
                                           Title: Chairman


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