EXHIBIT 10.15

THE  SECURITIES  REPRESENTED  BY OR  UNDERLYING  THIS  INSTRUMENT  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR QUALIFIED  UNDER  APPLICABLE  STATE  SECURITIES  LAWS AND HAVE BEEN TAKEN FOR
INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION  WITH
ANY  DISTRIBUTION   THEREOF.  THE  SECURITIES  MAY  NOT  BE  SOLD  OR  OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  AND  QUALIFICATION  WITHOUT AN
OPINION OF COUNSEL FOR THE HOLDER,  CONCURRED IN BY COUNSEL FOR THE  CORPORATION
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

                       CONVERTIBLE SECURED PROMISSORY NOTE


$400,000                                                    Torrance, California
Principal Amount                                                    June 1, 1999


         For value received,  U.S. Electricar,  Inc., a California  corporation,
with its principal  place of business at 19850 South Magellan  Drive,  Torrance,
California,  facsimile  number (310) ___-____,  together with its successors and
assigns  (the  "Maker")  promises to pay to the order of Jagen Pty Ltd, 9 Oxford
Street,  South Yarra 3141,  Melbourne,  Victoria,  Australia,  facsimile  number
011-613-9826-5499 (the "Holder"),  the principal amount of Four Hundred Thousand
Dollars ($400,000) and interest thereon, in lawful money of the United States of
America, subject to the conversion provisions set forth below.

         1. Time of  Repayment.  The  principal  amount and all  unpaid  accrued
interest  hereon  shall be due and  payable on or before  August  31,  1999 (the
"Maturity  Date");  provided,  however that upon the  occurrence  of an Event of
Default  specified in Section 6(a),  the Note shall  immediately  become due and
payable without any action by Holder and that upon the occurrence of an Event of
Default  specified in Section 6(b) through 6(c) the entire unpaid  principal and
interest of this Note shall  become due and payable on the third (3rd)  business
day after the date provided in such section.  Any applicable  late charges shall
continue to accrue until this Note is paid in full.

         2. Interest Rate. The outstanding principal balance shall bear interest
from the date  hereof  until the  earlier  of the  Maturity  Date or an Event of
Default at the rate of six percent (6%) per annum  calculated  on the basis of a
360 day year.  In addition,  if this Note is not paid in full when due, then the
entire unpaid principal and interest shall bear interest thereafter at a rate of
five percent (5%) per annum higher than the rate then applicable  herein, or the
maximum legal interest  rate, if lower,  due on or before the fifth (5th) day of
each applicable month in arrears.  Notwithstanding  the provisions of this Note,
if the rate of interest  payable  hereunder  is limited by law, the rate payable
hereunder  shall be the lesser of (a) the rate set forth in this Note or (b) the


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maximum rate permitted by law. If, however, interest is paid hereunder in excess
of the maximum  rate of interest  permitted  by law,  any interest so paid which
exceeds  such  maximum  rate  shall  automatically  be  considered  a payment of
principal  and shall  automatically  be applied in reduction of principal due on
this Note to the extent of such excess.

         3.  Prepayment.  The full  amount  due under  this Note may be  prepaid
pursuant to the  provisions of Section 5 below without  penalty at any time. Any
prepayment  will be  credited  first  against  accrued  interest,  then  against
principal. This Note may not be prepaid in cash.

         4.  Payments.  All payments of  principal,  interest and other  amounts
payable on or in respect of this Note or the indebtedness evidenced hereby shall
be made to the Holder by wire transfer of immediately available Federal funds to
the Holder's designated account or by such other means as shall be acceptable to
Holder in its sole discretion. All payments on or in respect of this Note or the
indebtedness  evidenced  hereby shall be made to the Holder  without  set-off or
counterclaim  and free and clear of and  without  deductions  of any  kind.  All
principal and interest hereunder shall be secured as provided under the Loan and
Security  Agreement  between  Maker and Holder  dated as of the date hereof (the
"Security  Agreement").  Maker  shall  pay all costs  and  expenses,  including,
without  limitation,  reasonable  attorneys' fees and expenses Holder expends or
incurs in connection  with the  enforcement  of this Note, the collection of any
sums due  hereunder,  any actions for  declaratory  relief in any way related to
this  Note,  or  the  protection  or  preservation  of any  of  Holder's  rights
hereunder.

         5. Conversion. Prior to the earlier of the Maturity Date or an Event of
Default,  at such  time as Maker  has a  sufficient  number  of  authorized  but
unissued and unreserved  shares to convert the entire  principal  amount of this
Note  into  Common  Stock of Maker  (the  "Conversion  Date"),  the  outstanding
principal  balance shall be automatically  converted into shares of Common Stock
at the conversion price of $.03 per share and a warrant to purchase Common Stock
in such form as is agreed upon between Maker and Holder at the conversion  price
of $.06 per share (the "Conversion  Price").  The principal balance of this Note
shall convert into  13,333,334  shares of Common Stock and a warrant to purchase
41,666,666  Shares.  Prior to the  earlier of the  Maturity  Date or an Event of
Default  Maker may, at its  election,  pay accrued  interest in cash or for each
$.06 of accrued  interest  hereunder  convert such  interest  into two shares of
Common Stock and a warrant to purchase one share of Common Stock. The Conversion
Price and the number of shares of Common Stock issuable upon  conversion of this
Note shall be  appropriately  adjusted in the event of any stock  splits,  stock
dividends, recapitalizations and the like occurring prior to August 31, 1999. On
the Conversion Date, upon (a) the delivery of this Note to Maker or its transfer
agent,  or (b)  notification  by Holder that this Note has been lost,  stolen or
destroyed,  and  execution of  documentation  reasonably  satisfactory  to Maker
indemnifying  it from any loss due to the recovery of the original  Note,  Maker
shall issue  certificates  evidencing  the  securities  into which this Note has
converted  and a check  payable  to  Holder  in the  amount  of any cash  amount
representing fractional securities or interest not converted into securities.

         6. Default and Remedies. Upon the occurrence and during the continuance
of an Event of Default (as defined  below),  Holder may, at Holder's  option and
without demand first made and without notice to Maker, do any one or more of the
following:  (i) give notice of a demand for payment due at the time specified in
Section 1 above;  (ii)  exercise any remedies


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<PAGE>

available  under this Note or the  Security  Agreement;  or (iii)  exercise  any
remedies of a secured party under the Uniform  Commercial  Code. If any Event of
Default occurs hereunder,  Maker shall pay all reasonable  out-of-pocket  costs,
fees and expenses  incurred by Holder in  enforcing  and  collecting  this Note.
Holder  shall have the right to enforce  one or more  remedies  successively  or
concurrently,  and any such  action  shall  not  estop or  prevent  Holder  from
pursuing  any further  remedy  which  Holder may have  hereunder or by law. If a
sufficient  sum is not realized from any such  disposition  of any collateral to
pay all  obligations  secured by this Note,  Maker hereby promises and agrees to
pay Holder any deficiency.

                  The  occurrence  of any  one or more  of the  following  shall
constitute an "Event of Default":

                  (a) Maker making an  assignment  for the benefit of creditors,
or commencing any proceeding under any bankruptcy, reorganization,  arrangement,
readjustment  of debt or moratorium law or statute,  or the  commencement of any
such  proceeding  against  Maker  or any  guarantor  of  this  Note  that is not
dismissed  or stayed by the date ten (10)  business  days  before the  automatic
conversion of this Note;

                  (b)  Any  breach  by  the  Maker  of  any  material  warranty,
statement,  promise,  term  or  condition  contained  herein,  in  the  Security
Agreement  or in the  Securities  Purchase  Agreement  among  Maker,  Holder and
Anthony Rawlinson, dated as of the date hereof (the "Purchase Agreement"), which
shall not have been cured to the satisfaction of Holder within ten (10) business
days after Maker shall have become aware of such breach, whether through written
notice from Holder, or otherwise; or

                  (c)  Failure  by the Maker to obtain a  shareholders'  vote to
approve a sufficient  number of authorized but unissued and unreserved shares to
convert  the entire  principal  amount of this Note into  Common  Stock of Maker
before August 31, 1999.

         7.  Remedies.  The  failure  of  Holder to  exercise  all or any of its
rights, remedies, powers or privileges hereunder or under the Security Agreement
in any instance  shall not  constitute a waiver  thereof in that or in any other
instance.  If all or any part of the  indebtedness  represented  by this Note is
collected by action at law, or in bankruptcy, insolvency,  receivership or other
court  proceedings,  or if this Note is placed  in the  hands of  attorneys  for
collection,  the Maker hereby promises to pay to the Holder, upon written demand
by the Holder, in addition to principal, interest and all (if any) other amounts
payable on or in respect of this Note or the indebtedness  evidenced hereby, all
court costs and all reasonable  attorneys' fees and other reasonable  collection
charges and expenses  incurred or sustained by or on behalf of the Holder.  Time
is of the essence in respect to all  provisions of this Note that specify a time
for performance.


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<PAGE>

         8. Waiver. The Maker hereby absolutely and irrevocably waives notice of
acceptance,  presentment,  notice of  demand,  notice of  non-payment,  protest,
notice of protest,  suit and all other  conditions  precedent in connection with
the delivery,  acceptance,  collection  and/or  enforcement  of this Note or any
collateral  or  security  therefor.  Any term or  provision  of this Note may be
amended,  and the  observance  of any term of this  Note may be  waived  (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the party to be bound thereby.

         9.  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 at the beginning of this Note. 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.

         10.  Successors  and  Assigns.  Each and all of the  covenants,  terms,
provisions,  and agreements contained herein shall be binding upon, and inure to
the benefit of, the permitted  successors,  executors,  heirs,  representatives,
administrators and assigns of the parties hereto,  provided that Maker shall not
assign  this Note to any entity  without  the prior  written  consent of Holder.
Holder and any successor thereto shall have all of the rights of a holder in due
course as provided in the Uniform Commercial Code.

         11.  Governing  Law.  This Note shall be governed by and  construed and
enforced in accordance  with the laws of the State of California  without regard
to  choice of law  principles.  Maker  and  Holder  agree  that all  actions  or
proceedings  arising in  connection  with this Note shall be tried and litigated
only in the  state  and  federal  courts  located  in the  State of  California.
Borrower  waives  any  right it may have to  assert  the  doctrine  of forum non
conveniens or to object to such venue, and consents to any court ordered relief.

         12.  Construction  of  Note.  All  headings  used  herein  are used for
convenience  only and will not be used to construe or interpret this Note.  This
Note has been  negotiated by the respective  parties hereto and their  attorneys
and the language hereof shall not be construed for or against any party.

         IN WITNESS WHEREOF, the Maker has caused this Note to be issued.

                            U.S. ELECTRICAR, INC.
                            (the "Maker")


                            By:               /s/ Carl Perry
                                  ---------------------------------------------
                            Its:     Chief Executive Officer
                                  ---------------------------------------------


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