SHARE PURCHASE AGREEMENT



               THIS AGREEMENT made this 31st day of January, 2001.


B E T W E E N :



               AMERICAN  ELECTRIC   AUTOMOBILE   COMPANY,   INC.  A  corporation
               incorporated pursuant to the Laws of the State of Delaware

               (hereinafter called the "Vendor")


                                                               OF THE FIRST PART

A N D :

               EDWARD F. MYERS Of the City of Bonita in the State of California

               (hereinafter called the "Purchaser")


                                                              OF THE SECOND PART


A N D:

               AMERICAN ELECTRIC  AUTOMOBILE COMPANY (ASIA),  INC. A corporation
               incorporated pursuant to the Laws of the State of California

               (hereinafter called "the Corporation")


                                                               OF THE THIRD PART


         WHEREAS  the  Vendor is the  registered  and  beneficial  owner of Four
Thousand Five Hundred  (4,500)  Common Shares in the capital of the  Corporation
(the "Shares");

         AND WHEREAS  the Vendor  desires to sell and the  Purchaser  desires to
purchase the Shares on the terms and conditions herein set forth;


<PAGE>


                                     - 2 -


         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
mutual  covenants and premises  herein  contained,  the parties  hereto agree as
follows:


TRUTH OF RECITALS

1.   The parties  hereto do hereby  irrevocably  and  mutually  acknowledge  and
     confirm the truth of the foregoing recitals.


PURCHASE AND SALE OF SHARES

2.1  The Vendor hereby sells,  assigns and transfers the Shares to the Purchaser
     and the  Purchaser  hereby  purchases the Shares from the Vendor as, to and
     from the date hereof.

2.2  In full  satisfaction  for the sale of the  Shares  from the  Vendor to the
     Purchaser,  the Purchaser  hereby pays to the Vendor the sum of ONE HUNDRED
     DOLLARS ($100.00).

2.3  The  Corporation  hereby consents to the transfer of shares from the Vendor
     to the Purchaser.


GENERAL PROVISIONS

3.1. The  Vendor  and the  Purchaser  shall  do all acts  and  things  as may be
     necessary or convenient in order to completely  and  effectually  carry out
     the intention of the parties hereto, in respect of the transactions  herein
     set out.

3.2  Time shall be of the essence of this Agreement and of every part hereof.

3.3  This  Agreement  shall be  binding  upon and  enure to the  benefit  of the
     parties hereto and to their respective  heirs,  executors,  administrators,
     legal representatives, successors and assigns.

3.4  This Agreement  contains the entire  agreement  between the parties and may
     not be amended except in writing.

3.5  This  Agreement  shall  be  governed  in  accordance  with  the Laws of the
     Province of Ontario.

3.6  All amounts referred to herein shall be in United States Dollars.


<PAGE>

                                     - 3 -


3.7  This Agreement may be executed in several  counterparts,  and each of which
     when so executed  shall be deemed to be an original  and such  counterparts
     together shall be but one and the same instrument.

3.8  Each of the parties hereto  acknowledge that they have been advised to seek
     independent legal representation with respect to the contents of the herein
     Agreement  and that  they  have  been  provided  with a copy of the  herein
     Agreement  and have had the  opportunity  to consult with a lawyer of their
     choosing.

         IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
on the date first above written.

SIGNED, SEALED AND DELIVERED
         in the presence of
                                     American Electric Automobile Company, Inc.


                                     Per:     /s/ Pierre Quilliam
                                              -------------------

                                     Name:  Pierre Quilliam
                                     Title:  President
                                     I have authority to bind the Corporation



                                     /s/ Edward F. Myers
                                     -------------------
                                     Edward F. Myers




                                     American Electric Automobile Company
                                     (Asia) Inc.


                                     Per:  /s/ Edward F. Myers
                                          -------------------
                                     Name: Edward F. Myers
                                     Title: President
                                     I have authority to bind the Corporation