EXHIBIT 10.1

                              CONSULTING AGREEMENT

THIS AGREEMENT is made and entered into this 1st day of June, 1998 by and
between SPECTRE Industries, Inc., a corporation formed under the laws of the
State of Nevada (hereinafter referred to as ("SPECTRE") , and I.S. Grant and
Company Ltd., a British Columbia Corporation (hereinafter referred to as
("Consulting Company") and Ian S. Grant (hereinafter referred to as "Grant").

                                    RECITALS

      A. SPECTRE wishes to contract the Consulting Company and be assured of its
      right to Consulting Company services upon the terms and conditions
      hereinafter set forth;

      B. Consulting Company is in the business of providing on-site management
      and marketing services to its clients and is willing to be contracted by
      SPECTRE upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the recitals, the promises, covenants,
conditions and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:

1.    Contract for Service: SPECTRE hereby contracts Consulting Company to
      provide said services. In this capacity, Consulting Company is charged
      with the following duties and responsibilities:

      a)    Responsibility to manage and direct the business of SPECTRE with
            respect to specific management objectives as set out by SPECTRE
            management and agreed to by Consulting Company.

      b)    Responsibility to direct the corporate management group with respect
            to matters such as strategic planning, capital structure, new
            business development and cost base management.

      c)    Booking additional opportunities for SPECTRE .

      d)    Consulting Company will be responsible to SPECTRE's appointed
            representative.

2.    Contract Term: SPECTRE hereby contracts the Consulting Company and the
      Consulting Company hereby agrees to serve SPECTRE pursuant to the terms
      and conditions of the Agreement commencing upon the execution hereof and
      terminating June 30, 2003. This Contract Agreement shall terminate only
      pursuant to the provisions of Sections 8 hereof. Hereinafter such period
      of service is referred to as the "Contract Term".


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3.    Acceptance of Contract and Extent and Place of Service: Consulting Company
      hereby agrees that it will provide certain employees to provide said
      services for SPECTRE during the Contract Term for the compensation set
      forth herein, and that it will well and faithfully perform the duties and
      responsibilities of such contract. Consulting Company further agrees that
      it will devote such business hours to the business of SPECTRE as are
      required. For the duration of the Contract Term, SPECTRE shall cause the
      appointment and election of Grant as a director of SPECTRE and any of its
      subsidiaries and /or joint venture companies and shall cause annually
      Grant to be elected as Chief Executive Officer and/or President. SPECTRE's
      obligations pursuant to this agreement shall be borne directly or
      indirectly by any of its affiliated or subsidiary companies.

4.    Consulting Fees: As compensation for the services to SPECTRE during the
      Contract Term, the Consulting Company shall receive an aggregate annual
      base fee per year as follows:

                  Year ending:

                  June 30,1999      -                $90,000
                  June 30, 2000     -                $100,000
                  June 30, 2001     -                $110,000
                  June 30, 2002     -                $121,000
                  June 30, 2003     -                $133,000

      All references to compensation and expenses are herein expressed in United
States dollars.

5.    Performance Bonus: In addition to the above base fee compensation,
      Consulting Company shall be entitled to receive an annual bonus of an
      amount equal to five per cent (5%) of SPECTRE's consolidated net cash flow
      calculated before deductions for interest, taxes, amortization and
      depreciation.

6.    Benefits:

      Following June 30, 1998, Consulting Company shall be entitled to a monthly
      car allowance of Five Hundred dollars ($500);

      Consulting Company shall be entitled paid leave of four (4) weeks per
      year.

7.    Expenses During the Contract Term: SPECTRE shall reimburse Consulting
      Company for expenses reasonably incurred on behalf of SPECTRE in
      connection with the performance of its services thereunder, provided the
      same are supported by sufficient documentation as to allow SPECTRE to
      expense the same on its federal income tax return. All such expense
      reports will be submitted to SPECTRE 's representative to review and
      approve such expense reports.


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      Consulting Company shall be entitled to participate in SPECTRE's stock
      incentive program due to Grant's service as an Officer and Director. Said
      participation shall be in accordance with fair and reasonable standards
      for a Company's President and Chief Executive Officer.

8.    Confidentiality: Consulting Company shall hold in confidence, and shall
      not disclose to any third party or use any confidential information of
      SPECTRE (other than in respect of the good faith performance of Consulting
      Company's duties under this Agreement) where such information was obtained
      by Consulting Company in the course of providing services to SPECTRE under
      this agreement, except as required by law (including any applicable
      securities laws or the rules of any applicable securities commission) or
      legal process.

9.    Non-Competition: None of Consulting Company or its directors, officers, or
      employees or Ian Grant shall directly or indirectly (through and affiliate
      or otherwise) own, manage, operate, join, control or otherwise participate
      in, whether as a partner, shareholder or otherwise, any enterprise in the
      business of representing manufacturers in the sale of spare parts in the
      automotive wholesale market or the development, sale or distribution of
      software for automotive or other spare parts in Canada or the United
      States during the term of this agreement and during the one year period
      following the termination or expiration of this agreement. Any interest in
      Grant Brothers Sales, Ltd., held by the Consulting Company or its
      directors, officers, or employees, including Ian S. Grant, is specifically
      excluded from the provisions of this paragraph.

      Without the consent of SPECTRE, none of Consulting Company or its
      directors, officers or employees or Ian Grant shall solicit for employment
      or employ any employee of SPECTRE during the term of this Agreement and
      during the one year period following the termination or expiration of this
      Agreement.

10.   Termination: This agreement and the Contract Term shall be terminated by:

      a.    The death and/or permanent disability of certain employees of
            Consulting Company which renders the Consulting Company unable to
            perform the services contemplated hereby in the absolute discretion
            of the Board of Directors of the Company upon the advice of a
            physician of their choice;

      b..   Termination for cause may occur without prior notice to Consulting
            Company; and shall occur only upon the unanimous approval of all the
            Directors with the exception of Grant.

      If the Consulting Company's contract is terminated pursuant to paragraph
      10a or 10b, the Consulting Company and Grant hereby consent to resign any
      and all positions as an officer and/or director of SPECTRE forthwith.
      SPECTRE shall have no further obligations to the Consulting Company
      hereunder and all of SPECTRE's obligations shall be deemed to have been
      fulfilled. In the event of termination by SPECTRE pursuant 8b and 8c,
      SPECTRE shall pay to consulting Company or its personal


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      representatives the full compensation due pursuant to this agreement
      through the date of termination.

      If the Consulting Company's contract is terminated without just cause, the
      Consulting Company will be entitled to severance including consulting fee,
      benefits, car allowance, bonus and stock options for the twelve months
      following termination.

11.   Controlling Law: This Agreement shall be governed by and construed in
      accordance with the laws of the Province of British Columbia.

12.   Amendment: This Agreement embodies the entire Agreement of the parties
      respecting the matter within its scope, supersedes all previous
      agreements, if any, oral or written, may be modified only in writing, and
      shall be binding upon the parties hereto, their heirs, executors,
      administrators or successors.

13.   Notices: Any notices or other communications required or permitted
      hereunder shall be deemed given when deposited in registered or certified
      mail, postage prepaid, and if to the Consulting Company, addressed to I.S.
      Grant & Company Ltd., 3992 Sunnycrest Drive, North Vancouver, British
      Columbia, V7R 3C9, except as shall have been specified in writing by
      either party to the other.

14.   Severability of Provisions: If any of the provisions of this Agreement
      shall be held invalid, the remainder of this Agreement shall not be
      affected thereby.

15.   Descriptive Headings: Descriptive headings of the several sections of this
      Agreement are inserted for convenience only and do not constitute a part
      of this Agreement.

IN WITNESS WHEREOF, SPECTRE has caused this Agreement to be executed on its
behalf by its Director and attested to by its Secretary, each of whom has been
duly authorized and its corporate seal to be affixed hereto, and the Consulting
Company has hereunto signed the Agreement, all as of the date and year first
written above.

SPECTRE INDUSTRIES, INC.                I.S. GRANT & COMPANY LTD.
                                        Ian S. Grant

/s/ Olof Hildebrand                     /s/ Ian S. Grant
-----------------------------------     ----------------------------------------
By:                                     By: Ian S. Grant
Title


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