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                                                              EXHIBIT 3(XIV)


                            EMPLOYMENT AMENDMENT AGREEMENT


THIS AGREEMENT made as of the 27th day of January, 1998

BETWEEN:

          TURBODYNE SYSTEMS, INC.,
          6155 Carpenteria Avenue
          Carpenteria, California U.S.A.  93013

          ("TSI")

                                                           OF THE FIRST PART

AND:
          TURBODYNE TECHNOLOGIES INC.,
          Suite 510, 1090 West Pender Street
          Vancouver, British Columbia, Canada

          ("Turbodyne")

                                                          OF THE SECOND PART


AND:

          EDWARD M. HALIMI,
          163 Hot Springs Road
          Montecito, California, U.S.A.  93108

          ("Halimi")

                                                           OF THE THIRD PART

WHEREAS:

A.        Turbodyne and TSI have engaged Halimi as the President and Chief
Executive Officer of each of Turbodyne and TSI pursuant to an employment
agreement dated the first day of August, 1997 and effective the first day of
January, 1997 (the "Employment Agreement").

B.        Turbodyne, TSI and Halimi have agreed to amend the Employment
Agreement upon the terms and conditions hereinafter set forth.

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


1.        AMENDMENT TO EMPLOYMENT AGREEMENT  

1.1       The Employment Agreement is hereby amended as follows:

          i.   by deleting Section 6.1 of the Employment Agreement and replacing
               it with the following:


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               "6.1      This Agreement shall be in effect for a period of ten
               (10) years from the effective date of this Agreement, as first
               above written, unless sooner terminated by the parties pursuant
               to the terms herein contained.  The term of this Agreement shall
               be automatically extended by successive one year terms upon the
               expiry of each one year anniversary of this Agreement, commencing
               with the initial year of the term of this Agreement, without any
               action of the parties, unless notice is given in writing by
               either party to this Agreement prior to 30 days prior to the
               expiry of each one year anniversary of the party's election not
               to extend the term of the Agreement."

          ii.  by deleting Section 7.3 of the Employment Agreement and replacing
               it with the following:
     
               "7.3      Turbodyne and TSI agree that the following
               circumstances will be deemed to be termination of Halimi without
               cause:

               (a)  the assignment to Halimi of any duties materially and
                    substantially inconsistent with Halimi's present position,
                    duties, responsibility or status with Turbodyne or TSI as of
                    the date of this Agreement;

               (b)  the removal of Halimi from or any failure to appoint Halimi
                    to any such position;

               (c)  the termination or material reduction in Halimi's
                    facilities, or staff reporting and available to Halimi;

               (d)  a change in Halimi's site of employment for a total period
                    of more than two (2) months during any period of twelve (12)
                    months, provided that the relocation of Halimi to Los
                    Angeles, California (or adjacent areas), will not be
                    considered to be a breach of this Agreement.

               (e)  a change in control of Turbodyne without the prior approval
                    of the Board of Directors, by resolution.  A "change of
                    control" shall be deemed to be an acquisition by any party
                    of a 51% interest in Turbodyne.

               In the event of termination of this Agreement without cause,
               Halimi will be entitled to receive the compensation to be paid to
               Halimi from the date of termination to the date of expiry of the
               then current term of this Agreement, provided that those
               obligations of Halimi in this Agreement expressly stated to
               continue on termination shall continue upon termination and shall
               not terminate upon termination of this Agreement."


2.        EMPLOYMENT AGREEMENT IN FULL FORCE AND EFFECT

2.1       Except as expressly amended by this Agreement, the Employment
Agreement remains in full force and effect without any additional modification
or amendment.


     GENERAL PROVISIONS

3.1       This agreement shall enure to the benefit of and be binding upon the
          parties hereto and their respective successors and permitted assigns.

3.2       This agreement may be executed in one or more counter-parts, each of
          which so executed shall constitute an original and all of which
          together shall constitute one and the same agreement.

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                                      iii

3.3       This agreement shall be construed and enforced in accordance with, and
          the rights of the parties shall be governed by, the laws of the State
          of California, and each of the parties hereto irrevocably attorns to
          the jurisdiction of the Courts of the State of California.



IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.


TURBODYNE SYSTEMS, INC.       
by its authorized signatory:


-------------------------------
Authorized Signatory


The common seal of
TURBODYNE TECHNOLOGIES INC. 
is hereby affixed in the presence of         
its authorized signatory:                                   c/s


---------------------------------
Authorized Signatory


SIGNED, SEALED AND DELIVERED  )
BY EDWARD M. HALIMI in        )
the presence of:              )
                              )
                              )
----------------------------- )    ------------------------------
Signature                     )    EDWARD M. HALIMI
                              )
----------------------------- )
Name                          )
                              )
----------------------------- )
Address                       )