THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES  ACT OF 1933, AS AMENDED  ("SECURITIES  ACT"),  OR
         UNDER ANY STATE  SECURITIES  LAWS  ("BLUE  SKY  LAWS"),  AND MAY NOT BE
         OFFERED OR SOLD WITHOUT  REGISTRATION  UNDER THE SECURITIES ACT, AND AS
         REQUIRED  BY BLUE SKY LAWS IN  EFFECT  AS TO SUCH  TRANSFER,  UNLESS AN
         EXEMPTION  FROM  SUCH  REGISTRATION  UNDER  STATE  AND  FEDERAL  LAW IS
         AVAILABLE.

                            STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT  is dated  effective  as of January 20,
2000,  by and between  U.S.  Electricar,  Inc., a  California  corporation  (the
"Corporation")  and the investor  whose name is set forth on the signature  page
attached hereto (the "Investor").

                                    RECITALS


         A. The  Investor  desires to  purchase  from the  Corporation,  and the
Corporation  desires  to sell to the  Investor,  Common  Stock on the  terms and
conditions hereinafter set forth.

                                    AGREEMENT

         NOW, THEREFORE,  in consideration of the mutual agreements,  covenants,
representations and warranties  contained in this Agreement,  the parties hereby
agree as follows:

         1.   Issuance of Securities, Payment and Delivery.

                  a. Sale of Securities.  Subject to the terms and conditions of
         this Agreement,  the Investor agrees to purchase on, or before the date
         set forth on Schedule 1 to the signature  page attached  hereto,  or on
         such later date as is agreed  upon in writing by the  Investor  and the
         Corporation (the "Closing") and the Company agrees to sell and issue to
         the Investor  that number of shares of the  Corporation's  Common Stock
         set forth on Schedule 1 (the "Shares") at Thirty Cents per share for an
         aggregate  purchase  price as set forth on  Schedule  1 (the  "Purchase
         Price").

                  b.  Payment and  Delivery.  The  Investor  shall  purchase the
         Shares by making payment to U.S. Electricar,  Inc. in cash, by cashiers
         check or wire transfer of funds, in immediately  available U.S. Dollars
         funds.

         2.   Deliveries at Closing.  At the Closing or thereafter as indicated:

                  a.  The  Corporation  and the  Investor  will  at the  Closing
         deliver an executed counterpart of this Stock Purchase Agreement;

                  b. The Investor  will provide the  Corporation  at the Closing
         with payment in immediately  available funds of the aggregate amount of
         the Purchase Price;

                  c. The Corporation will deliver within three (3) business days
         after the Closing a share certificate evidencing the Shares in the name
         of the Investor;

                  d. The  Corporation  will deliver one or more  certificates of
         good standing to the Investor  evidencing  that the  Corporation  is in
         good  standing in each  jurisdiction  in which it does  business,  owns
         property or has employees;

                  e. The  Corporation  will  deliver  an  officer's  certificate
         providing that its  representations  and  warranties  contained in this
         Agreement are true and correct as of the Closing

<PAGE>

                  f. The Investor will deliver a certificate  providing that its
         representations and warranties contained in this Agreement are true and
         correct as of the Closing; and

                  g. The  Corporation  will deliver a copy of its most  recently
         prepared unaudited financial statements (the "Financial Statements").

         3.   Corporation's  Representations and Warranties. Except as set forth
         on Disclosure  Schedule 3 attached  hereto and  incorporated  herein by
         reference,  the  Corporation  hereby  represents  and  warrants  to the
         Investor that as of the Closing:

                  a. Corporate  Organization and Standing.  The Corporation is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of California.  The Corporation has the requisite
         corporate power to carry on its business as presently conducted, and as
         proposed or  contemplated  to be conducted in the future,  and to enter
         into  and  carry  out  the   provisions  of  this   Agreement  and  the
         transactions contemplated under this Agreement .

                  b.  Authorization.  All  corporate  action  on the part of the
         Corporation,   its  directors  and   shareholders   necessary  for  the
         authorization, execution, delivery and performance of this Agreement by
         the  Corporation  and  the  performance  of all  of  the  Corporation's
         obligations hereunder has been taken. This Agreement, when executed and
         delivered  by the  Corporation,  shall  constitute  a valid and binding
         obligation  of the  Corporation,  enforceable  in  accordance  with its
         terms,  except as may be limited by  principles of public  policy,  and
         subject  to  laws  of  general  application   relating  to  bankruptcy,
         insolvency  and the  relief  of  debtors  and  rules  of law  governing
         specific  performance,  injunctive relief or other equitable  remedies.
         The  Shares,  when issued in  compliance  with the  provisions  of this
         Agreement, will be validly issued, fully paid and nonassessable.

                  c.  No  Breach.  The  issue  and  sale  of the  Shares  by the
         Corporation  does not and will not conflict  with and does not and will
         not  result  in a  breach  of  any of the  terms  of the  Corporation's
         incorporating  documents or any  agreement or  instrument  to which the
         Corporation  is a  party.  The  consummation  of  the  transactions  or
         performance of the obligations  contemplated by this Agreement will not
         result in a breach of any term of, or constitute a default  under,  any
         statute, indenture, mortgage, or other agreement or instrument to which
         the  Corporation  or any of its  subsidiaries  is or are a party  or by
         which any of them is or are bound.

                  d. Pending or Threatened  Claims.  Neither the Corporation nor
         any of its  subsidiaries  is a party to any action,  suit or proceeding
         which could materially affect its business or financial condition,  and
         no such actions,  suits or proceedings  are  contemplated  or have been
         threatened.

                  e. No Preemptive Rights. There are no preemptive rights of any
         shareholder of the Corporation with respect to the Shares.

         4.   Investor  Representations and Warranties.  The Investor represents
         and warrants to the Corporation that:

                  a.   Account.   The  Investor  is  acquiring  the  Shares  for
         investment  for its own account,  and not with a view to, or for resale
         in connection  with, any  distribution  thereof,  and it has no present
         intention of selling or  distributing  any of the Shares.  The Investor
         understands  that  the  Shares  have  not  been  registered  under  the
         Securities Act of 1933, as amended (the "Securities  Act") by reason of
         a specific exemption from the registration provisions of the Securities
         Act which depends upon, among other things, the bona fide nature of the
         investment as expressed herein.

                  b. Access to Data.  The  Investor  has had an  opportunity  to
         discuss the  Corporation's  business,  management and financial affairs
         with its management and to obtain any additional  information which the
         Investor has deemed  necessary or appropriate  for deciding  whether or
         not to purchase the Securities,  and has had an opportunity to receive,
         review and understand the  disclosures  and  information


<PAGE>

         regarding the Corporation's  financial  statements,  capitalization and
         other business  information as set forth in Corporation's  filings with
         the Securities and Exchange  Commission  (the "SEC Filings")  which are
         all  incorporated  herein  by  reference,  together  with all  exhibits
         referenced therein.  Investor understands that the Financial Statements
         and any other  information  obtained from the Corporation  that has not
         been disclosed in the  Corporation's  SEC Filings are  confidential and
         may not be  disclosed  to any third party or used by the  Investor  for
         purposes of trading in the  Corporation's  publicly  traded stock until
         such information is publicly released by the Corporation.  The Investor
         acknowledges  that no  other  representations  or  warranties,  oral or
         written,  have been made by the Corporation or any agent thereof except
         as set forth in this Agreement.

                  c. No Fairness  Determination.  The  Investor is aware that no
         federal, state or other agency has made any finding or determination as
         to the  fairness  of the  investment,  nor made any  recommendation  or
         endorsement of the Shares.

                  d. Knowledge And  Experience.  The Investor has such knowledge
         and experience in financial and business matters, including investments
         in other  start-up  companies,  that it is  capable of  evaluating  the
         merits and risks of the  investment  in the  Shares,  and it is able to
         bear the economic  risk of such  investment.  Further,  the  individual
         executing this Agreement has such knowledge and experience in financial
         and business  matters that he is capable of utilizing  the  information
         made available to him in connection with the offering of the Shares, of
         evaluating  the merits and risks of an  investment in the Shares and of
         making an  informed  investment  decision  with  respect to the Shares,
         including assessment of the Risk Factors set forth in the Corporation's
         EDGAR filings with the SEC and incorporated herein by reference.

                  e. Limited Public Market.  The Investor is aware that there is
         currently  a very  limited  "over-the-counter"  public  market  for the
         Corporation's  registered  securities and that the Corporation became a
         "reporting  issuer"  under  the  Securities  Exchange  Act of 1934,  as
         amended,  on  January  27,  1995.  There  is no  guarantee  that a more
         established  public market will develop at any time in the future.  The
         Investor  understands  that the Shares are all unregistered and may not
         presently  be sold in even this  limited  public  market.  The Investor
         understands  that the Shares  cannot be readily sold or  liquidated  in
         case  of an  emergency  or  other  financial  need.  The  Investor  has
         sufficient  liquid assets available so that the purchase and holding of
         the Shares will not cause it undue financial difficulties.

                  f. Authority. If Investor is a corporation, partnership, trust
         or estate:  (i) the individual  executing and delivering this Agreement
         on  behalf  of the  Investor  has  been  duly  authorized  and is  duly
         qualified to execute and deliver  this  Agreement on behalf of Investor
         in connection with the purchase of the Shares and (ii) the signature of
         such individual is binding upon Investor.

                  g.  Investment  Experience.  The  Investor  is an  "accredited
         investor" as that term is defined in  Regulation D  promulgated  by the
         Securities  and Exchange  Commission.  The term  "Accredited  Investor"
         under Regulation D refers to:

                           (i) A person or entity who is a director or executive
         officer of the Corporation;

                           (ii) Any bank as defined  in  Section  3(a)(2) of the
         Securities   Act,  or  any  savings  and  loan   association  or  other
         institution  as defined in Section  3(a)(5)(A)  of the  Securities  Act
         whether acting in its individual or fiduciary  capacity;  any broker or
         dealer registered pursuant to Section 15 of the Exchange Act; insurance
         Corporation  as  defined  in  Section  2(13)  of  the  Securities  Act;
         investment  Corporation registered under the Investment Corporation Act
         of 1940; or a business  development  Corporation  as defined in Section
         2(a)(48) of that Act; Small Business Investment Corporation licensed by
         the U.S. Small Business  Administration  under Section 301(c) or (d) of
         the Small Business  Investment Act of 1958;  any plan  established  and
         maintained  by a state,  its political  subdivisions,  or any agency or
         instrumentality  of a  state  or its  political  subdivisions  for  the
         benefit of its  employees,  if such plan has total  assets in excess of
         $5,000,000;  employee  benefit  plan within the meaning of the Employee
         Retirement  Income Security Act of 1974, if the investment  decision is
         made by a plan  fiduciary,  as defined  in  Section  3(21) of such Act,
         which  is  either  a bank,  savings  and  loan  association,  insurance
         Corporation,  or  registered  investment  adviser,  or if


<PAGE>

         the employee  benefit plan has total assets in excess of $5,000,000 or,
         if a  self-directed  plan,  with  investment  decision  made  solely by
         persons that are accredited investors;

                           (iii) Any private business development Corporation as
         defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

                           (iv) Any organization  described in Section 501(c)(3)
         of the Internal  Revenue Code,  corporation,  Massachusetts  or similar
         business trust, or partnership,  not formed for the specific purpose of
         acquiring  the  Securities  offered,  with  total  assets  in excess of
         $5,000,000;

                           (v) Any natural person whose individual net worth, or
         joint net worth with that person's spouse,  at the time of his purchase
         exceeds $1,000,000;

                           (vi) Any natural person who had an individual  income
         in excess of $200,000  during each of the  previous  two years or joint
         income with that person's spouse in excess of $300,000 in each of those
         years and has a  reasonable  expectation  of  reaching  the same income
         level in the current year;

                           (vii)  Any  trust,  with  total  assets  in excess of
         $5,000,000,  not  formed for the  specific  purpose  of  acquiring  the
         Securities offered, whose purchase is directed by a person who has such
         knowledge and  experience in financial and business  matters that he is
         capable  of  evaluating  the  merits  and  risks  of  the   prospective
         investment; or

                           (viii) Any  entity in which all of the equity  owners
         are accredited investors.

                           (ix) As used in this  Section  4(g),  the  term  "net
         worth" means the excess of total assets over total liabilities. For the
         purpose of  determining a person's net worth,  the principal  residence
         owned by an individual should be valued at fair market value, including
         the cost of improvements,  net of current encumbrances. As used in this
         Section 4(g),  "income" means actual economic income,  which may differ
         from adjusted  gross income for income tax purposes.  Accordingly,  the
         undersigned  should  consider  whether  it should add any or all of the
         following items to its adjusted gross income for income tax purposes in
         order to reflect  more  accurately  its  actual  economic  income:  Any
         amounts attributable to tax-exempt income received, losses claimed as a
         limited  partner in any  limited  partnership,  deductions  claimed for
         depletion,  contributions  to an  IRA or  Keogh  retirement  plan,  and
         alimony payments.

         7.   Lock-Up.  The  Investor  acknowledges  and agrees  that the Shares
         shall be  subject to  certain  restrictions  on  transfer  following  a
         registered  public  offering  of  the  Corporation's   securities.   In
         connection with any registration of the Corporation's  securities,  the
         Investor  agrees,  upon  the  request  of the  Corporation  and/or  the
         underwriters managing such offering of the Corporation's securities, if
         applicable, not to sell, make any short sale of, loan, grant any option
         for the  purchase of, or  otherwise  dispose of any Shares  (other than
         those included in the  registration)  without the prior written consent
         of the Corporation and, if applicable,  such underwriters,  as the case
         may be,  for such  period  of time,  not to exceed  fourteen  (14) days
         before and one hundred  eighty (180) days,  after the effective date of
         such  registration as the Corporation or the  underwriters may specify;
         provided,   however,   that  all  executive  officers,   directors  and
         shareholders holding more than 1% of the fully diluted capital stock of
         the  Corporation  enter into similar  agreements.  The  Corporation and
         underwriters  may  request  such  additional   written   agreements  in
         furtherance of such standoff in the form reasonably satisfactory to the
         Corporation  and such  underwriter.  The  Corporation  may also  impose
         stop-transfer  instructions  with respect to the shares  subject to the
         foregoing  restrictions  until the end of said one hundred eighty (180)
         day period.

         8.   Restrictive Legends. Each certificate  evidencing the Shares which
         the Investor may acquire hereunder and any other securities issued upon
         any   stock   split,   stock   dividend,   recapitalization,    merger,
         consolidation  or  similar  event  (unless  no longer  required  in the
         opinion of the counsel for the Corporation) shall be imprinted with one
         or more legends substantially in the following form:


<PAGE>

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR UNDER  ANY STATE
         SECURITIES  LAWS,  AND MAY BE OFFERED AND SOLD ONLY IF SO REGISTERED OR
         AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES
         MAY BE REQUIRED TO DELIVER TO THE COMPANY,  IF THE COMPANY SO REQUESTS,
         AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
         THE COMPANY) TO THE EFFECT THAT AN EXEMPTION  FROM  REGISTRATION  UNDER
         THE SECURITIES ACT (OR  QUALIFICATION  UNDER STATE  SECURITIES LAWS) IS
         AVAILABLE  WITH  RESPECT TO ANY  TRANSFER OF THESE  SHARES THAT HAS NOT
         BEEN SO REGISTERED (OR QUALIFIED).

         THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY
         OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND
         SERIES  WILL BE  PROVIDED  TO EACH  STOCKHOLDER  WITHOUT  CHARGE,  UPON
         WRITTEN REQUEST.

         THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ALSO  ARE  SUBJECT  TO
         ADDITIONAL  RESTRICTIONS ON TRANSFER TO WHICH ANY TRANSFEREE  AGREES BY
         HIS ACCEPTANCE  HEREOF,  AS SET FORTH IN THE STOCK PURCHASE  AGREEMENT,
         DATED AS OF JANUARY 20,  2000.  NO TRANSFER OF SUCH SHARES WILL BE MADE
         ON  THE  BOOKS  OF  THE  COMPANY  UNLESS  ACCOMPANIED  BY  EVIDENCE  OF
         COMPLIANCE  WITH THE TERMS OF SUCH AGREEMENT AND BY AN AGREEMENT OF THE
         TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH IN SUCH AGREEMENT.
         THE COMPANY  WILL MAIL A COPY OF SUCH  AGREEMENT  TO THE HOLDER  HEREOF
         WITHOUT  CHARGE  UPON  THE  COMPANY'S  RECEIPT  OF  A  WRITTEN  REQUEST
         THEREFOR.

         The Corporation shall be entitled to enter stop transfer notices on its
         transfer books with respect to the Securities.

         9.   Miscellaneous.

                  a.  Notices.  Any  notice,   request  or  other  communication
         required or permitted  hereunder will be in writing and shall be deemed
         to have been duly given if  personally  delivered or if  telecopied  or
         mailed  by  registered  or  certified  mail,  postage  prepaid,  at the
         respective  addresses  of the  parties  as set forth  below.  Any party
         hereto may by notice so given  change  its  address  for future  notice
         hereunder.  Notice  will be deemed to have been given  when  personally
         delivered or when deposited in the mail or telecopied in the manner set
         forth above and will be deemed to have been received when delivered.

                  (a)      If to the Investor: as set forth on Schedule 1

                  (b)      If to the Company

                           U.S. Electricar, Inc.
                           19850 South Magellan Drive
                           Torrance, California  90502
                           Attention:  President

                           with a copy to:

                           Bay Venture Counsel, LLP
                           1999 Harrison Street, Suite 1300
                           Oakland, CA 94612
                           Attention:  Donald C. Reinke, Esq.
                           Telecopier (510) 834-7440

                  b. Survival.  The representations,  warranties,  covenants and
         agreements  made herein shall  survive the closing of the  transactions
         contemplated hereby.


<PAGE>

                  c.  Successors  and  Assigns.  Except as  otherwise  expressly
         provided herein, the terms and conditions of this Agreement shall inure
         to the benefit of and be binding  upon the  respective  successors  and
         assigns of the parties.

                  d.   Applicable   Law.   This   Agreement  and  all  acts  and
         transactions  pursuant  hereto and the rights  and  obligations  of the
         parties  hereto  shall  be  governed,   construed  and  interpreted  in
         accordance  with the laws of the State of  California,  without  giving
         effect to principles of conflicts of law.

                  e. Counterparts.  This Agreement may be executed in any number
         of counterparts,  each of which shall be an original,  but all of which
         together  shall  constitute  one  instrument.  This  Agreement  may  be
         executed by facsimile.

                  f.  Title  and  Subtitles.  The  titles  of the  Sections  and
         subsections of this Agreement are for the convenience of reference only
         and are not to be considered in construing this Agreement.

                  g.  Attorney's  Fees.  If  any  action  at  law  or in  equity
         (including  arbitration) is necessary to enforce or interpret the terms
         of this Agreement, the prevailing party shall be entitled to reasonable
         attorney's fees,  costs and necessary  disbursements in addition to any
         other relief to which it may be entitled.

                  h. Waiver.  The  provisions  of this  Agreement may be waived,
         altered,  amended  or  repealed,  in whole or in  part,  only  upon the
         written consent of the  Corporation and the Investor.  No waiver by any
         party  hereto of any breach of this  Agreement by any other party shall
         operate or be construed as a waiver of any other or subsequent  breach.
         No waiver by any party  hereto of any breach of this  Agreement  by any
         other  party  hereto  shall be  effective  unless it is in writing  and
         signed by the party claimed to have waived such breach.

                  i. Remedies Cumulative;  Specific Performance.  The rights and
         remedies  of  the  parties   hereto  shall  be   cumulative   (and  not
         alternative). The parties to this Agreement agree that, in the event of
         any breach or threatened breach by the Corporation to this Agreement of
         any covenant, obligation or other provision set forth in this Agreement
         for the benefit of any other party to this Agreement,  such other party
         shall  be  entitled  (in  addition  to any  other  remedy  that  may be
         available  to it) to (A) a decree or order of specific  performance  or
         mandamus to enforce the  observance  and  performance of such covenant,
         obligation or other provision,  and (B) an injunction  restraining such
         breach or threatened breach.

                  j.  Severability.  If one or more provisions of this Agreement
         are held to be unenforceable under applicable law, the parties agree to
         renegotiate  such  provision  in good  faith  to  achieve  the  closest
         comparable  terms as is possible.  In the event that the parties cannot
         reach  a  mutually  agreeable  and  enforceable  replacement  for  such
         provision,  then  (a)  such  provision  shall  be  excluded  from  this
         Agreement,  (b) the balance of the Agreement shall be interpreted as if
         such  provision  were so excluded and (c) the balance of the  Agreement
         shall be enforceable in accordance with its terms.

                  k.  Venue.  Any action,  arbitration,  or  proceeding  arising
         directly or indirectly  from this Agreement or any other  instrument or
         security  referenced  herein  shall  be  litigated  or  arbitrated,  as
         appropriate, in the County of Los Angeles, State of California.

                  l.  Entire   Agreement.   This  Agreement  and  the  Exhibits,
         Schedules and other documents  referred to herein constitute the entire
         agreement  between the parties hereto  pertaining to the subject matter
         hereof, and any and all other written or oral agreements  regarding the
         subject matter hereof existing between the parties hereto are expressly
         canceled.


<PAGE>

                                SIGNATURE PAGE TO
                            STOCK PURCHASE AGREEMENT

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

KAFIG, PTY, LTD.                             U.S. ELECTRICAR,, INC.




   /s/ Josh Liberman                          /s/ Carl D. Perry
-----------------------------------       --------------------------------------

Josh Liberman                             Carl D. Perry, Chief Executive Officer



                                   Schedule 1

Closing Date:  January 20, 2000
             -----------------------

Number of Shares:  3,333,333
                 -------------------

Purchase Price:   US $1,000,000
               ---------------------

Price per share:     $0.30
                --------------------