Consulting Agreement



THIS AGREEMENT made as of 1st day of February 2001, between CALIFORNIA  ELECTRIC
AUTOMOBILE  COMPANY,  INC.  (the  "Company")  and  CAPTAIN  GLENN L.  ROACH (the
"Consultant").



WHEREAS:

         1. The Company is involved,  inter alia, in the manufacture and sale of
electric and hybrid electric motor vehicles;

         2. The  Company  wishes to engage the  services  of the  Consultant  to
perform the functions of  manufacturing  and selling  electric motor vehicles as
well as developing, manufacturing and selling electric boats;

         3. The  Consultant  recognises  and  acknowledges  that the Company has
invested substantially in the development of its products and business, and that
the  Consultant  will benefit from the said  investments of the Company and from
its name, goodwill, contacts and corporate reputation;

         4. The  Consultant  will  become  aware of  information  regarding  the
customers,  activities,  techniques,  business  lists,  contacts,  products  and
financial  information of the Company along with other confidential  matters and
trade secrets;

         5. The Consultant  recognises  that in order to fulfil its  obligations
hereunder,  the Company  will  entrust the  Consultant  with these  confidential
matters and trade secrets, but only for the sole use and benefit of the Company;

IN CONSIDERATION of their respective  duties and obligations the Company and the
Consultant (collectively, "the parties") do hereby agree as follows:


1. Recitals

The Parties  acknowledge  and agree that the recitals set out above are true and
correct,  and, are hereby  incorporated  into, and form part of, this Consulting
Agreement.


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2. Appointment

(1) The Company  agrees to retain the services of the  Consultant to perform the
functions of President,  for an initial term (the "Term") of one year commencing
on February 1, 2001, and, the Consultant  agrees to provide such services to the
Company in such capacity.

(2) The Parties agree that this  Consulting  Agreement may be renewed,  upon the
written  agreement of the Parties  following the expiry of the initial  one-year
Term  referenced  at paragraph  2(1) above,  for  additional  Terms of one year,
subject  to the  understanding  that in the  final  sixty  days  of the  initial
one-year  Term of this  Consulting  Agreement,  they will meet to negotiate  the
provisions of the renewal agreement.

(3) Should the  renewal  negotiations  not be  concluded  by the end of the Term
then, during the continuation of such  negotiations,  the Parties agree that the
terms  and  provisions  of this  Consulting  Agreement  will be  continued  on a
month-to-month basis.


3. Services

(1) The Consultant agrees that the Services to be provided under this Consulting
Agreement will be provided personally by him.

(2) The  Consultant  shall at all times  and in all  respects  do its  utmost to
enhance and develop the business interests and welfare of the Company.

(3) The Consultant agrees to provide the Services contracted for hereunder, and,
to undertake such other  responsibilities  as may be requested of the Consultant
by the Company from time to time.

(4) The Consultant  further  agrees to be subject to such  supervision as may be
imposed by the Company,  and, the Consultant  further agrees to furnish  regular
reports  and any  other  data and  information  as may,  from  time to time,  be
requested by the Company.

 (5) The Consultant agrees that the Company alone shall have the exclusive right
to apply for, prosecute and obtain any and all copyrights,  patents,  industrial
designs,  trademarks,  or any other  intellectual  property  in  respect  of the
Intellectual  Property.  The  Consultant  agrees,  both  during the Term of this
Consulting   Agreement   and   thereafter,   to  execute  and  demand  any  such
applications,  transfers,  assignments and other documents which the Company may
deem  necessary or desirable for the purpose of vesting in, or assigning to, the
Company all title to the Intellectual  Property, and for the purpose of applying
for,  prosecuting  and  obtaining  registrations  for any  and  all  copyrights,
patents,  industrial  designs,  trade marks,  topographies  or any and all other
intellectual  property in respect thereof. The Consultant further undertakes and
agrees to co-operate and assist in every way possible in the  prosecution of any
such  applications,  and the  Consultant  acknowledges  that this  agreement  to
co-operate and assist in the prosecution of any such applications shall continue
notwithstanding the termination of this Consulting Agreement.


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<PAGE>

4. Confidentiality

(1) The  Consultant  acknowledges  that, in connection  with the Services  being
rendered under this Consulting  Agreement,  the Consultant will acquire and make
use of confidential information and trade secrets of the Company or its business
including,  but not limited to, customer lists,  financial statements,  software
design  and  documentation,   manufacturing   techniques,   internal  memoranda,
marketing  programs,   reports  and  similar  business  systems,  practices  and
procedures used or implemented by the Company, and other materials or records of
a proprietary  nature which are not generally  known to the public (all of which
is  hereinafter  referred  to  as  the  "Confidential  Information"),  and  that
maintenance of the proprietary character of such information, to the full extent
feasible, is important to the Company.


5. Compensation

(1) The Company  hereby agrees that the  Consultant  shall be compensated in the
following manner:

          (i)  the sum of Fifty-Five  Thousand  Dollars  ($55,000.00) per annum,
               payable in the sum of Five Thousand Dollars monthly,  in arrears,
               for a period of eleven  (11)  months,  payable on the last day of
               month. The Consultant shall provide monthly invoices for Services
               rendered by him;

         (ii)  the sum of Five Hundred Dollars ($500.00) per month on account of
               the Consultant's car expenses;

         (iii) a total of Three Hundred Thousand (300,000)  restricted shares of
               American Electric Automobile Company, Inc.


(2) The Parties  understand and agree that any and all  deductions,  assessments
and  remittances  required  as a  result  of  the  compensation  payable  to the
Consultant  pursuant to paragraph 5 of this  Consulting  Agreement  shall be and
remain the sole responsibility of the Consultant.




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<PAGE>

6. Expenses

The Consultant  shall be reimbursed by the Company for all  reasonable  business
expenses  which were incurred by the  Consultant  during the  performance of his
services  hereunder.  The Company will provide the Consultant  with a petty cash
float for the Consultant to use for  out-of-pocket,  business related  expenses.
The  Consultant  shall  provide the Company  with all  invoices  related to such
expenses on a weekly basis.  The Company will  replenish the petty cash float as
required.

7. Termination of Agreement

(1) The  Term of this  Consulting  Agreement  shall  be the  Term  specified  in
paragraph 2(1).

(2) The Company may elect to  terminate  this  Consulting  Agreement at any time
upon  paying  the  Consultant  the  equivalent  of  the   Consultant's   monthly
compensation, as specified in paragraph 5 above, for a period of two (2) months.

(3) The Consultant may terminate  this  Consulting  Agreement at any time during
the  Term  hereof  and  during  the term of any  negotiated  renewal  period  by
providing  the  Company  with one (1)  month's  advance  written  notice  of the
Consultant's intention to do so.


8. Waiver

No waiver of any  provision  of this  Consulting  Agreement  shall be  effective
unless it is in writing and signed by the party  waiving  its  rights,  and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.


9. Notice

Any notice  required to be given,  served or  delivered to either of the Parties
hereto  shall  be  sufficient  if it is in  writing  and  sent by  certified  or
registered mail, with proper postage prepared, addressed as follows:

To the Company:

California Electric Automobile
Company, Inc.
7270 Woodbine Avenue
Suite 200
Markham, Ontario
L3R 4B9
Attention:  Pierre Quilliam
Tel:  (905) 947-9925
Fax:  (905) 947-9930


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<PAGE>


To the Consultant:

Captain Glenn Roach
17508 Delia Avenue
Torrance, CA
90504
Tel:  (310) 329-5436
Fax:  (310) 329-8736


or to such  other  address  as  either  Party  hereto  may,  from  time to time,
designate by written notice to the other.  Notice shall be deemed to be given on
the  same day if sent by fax or on the next  business  day if sent by  overnight
courier.  If sent any other  way,  notice  shall be deemed to be given  five (5)
business days after being sent.


10. Governing Law

(1) This Consulting Agreement shall be governed and construed in accordance with
the laws of the Province of Ontario.

(2) If any provision or part thereof of this Consulting  Agreement is determined
to be prohibited  by, or invalid under  applicable  law, then such  provision or
part  thereof  shall  be  ineffective  to the  extent  of  such  prohibition  or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Consulting Agreement.


11. Entire Agreement

The Parties  understand and agree that this Consulting  Agreement sets forth the
entire agreement of the Parties,  and further that all prior agreements existing
between them, whether oral or written,  are hereby replaced and superseded.  The
Parties further agree that this Consulting  Agreement may be changed or modified
only by a written  document  signed by the Party against whom the enforcement of
any such change or modification is sought.

13. Independent Legal Advice

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 Agreement  herein
and have had the opportunity to consult with a lawyer of their choosing.


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<PAGE>

13.      Monetary Amounts

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


IN WITNESS  WHEREOF the parties  have signed this  Agreement  on the 30th day of
March, 2001.

                                     California Electric Automobile
                                     Company Inc.


                                     Per: /s/ Pierre Quilliam
                                          -------------------
                                     Name:  Pierre Quilliam
                                     Title:  Chief Executive Officer
                                     I have authority to bind the Corporation




/s/ Linda Wilhelm                    /s/ Capt. Glenn Roach
-----------------                   ------------------------
Witness                              Captain Glenn L. Roach