EXHIBIT 10.12

         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.

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES PURCHASE AGREEMENT is dated for reference purposes only
as of  June  1,  1999,  by and  between  U.S.  Electricar,  Inc.,  a  California
corporation  (the  "Corporation"),  Jagen Pty Ltd.,  an  Australian  company and
Anthony N.  Rawlinson,  an individual  ("Rawlinson"  and together with Jagen Pty
Ltd., the "Investors").

                                 R E C I T A L S

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

         B.  The  Investors  are  willing  to loan to the  Corporation,  and the
Corporation  wishes to borrow from the  Investors,  certain sums to be converted
into rights to acquire Common Stock on the terms and conditions  hereinafter set
forth.

                                A G R E E M E N T

         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,  Jagen Pty Ltd.  agrees to purchase on June 1, 1999, or on such
later  date as is agreed  upon  among the  Investors  and the  Corporation  (the
"Closing") and the Company  agrees to sell and issue to Jagen Pty Ltd.,  Seventy
Million  (70,000,000) shares of the Corporation's Common Stock (the "Shares") at
Three Cents per share for an aggregate purchase price of Two Million One Hundred
Thousand Dollars ($2,100,000).

                  b. Extension of Loans.  Subject to the terms and conditions of
this Agreement, the Investors agree to loan to the Corporation:

                           (i) in the  case of  Jagen  Pty  Ltd.,  Four  Hundred
Thousand  Dollars  ($400,000)  on  the  Closing,   in  exchange  for  a  secured
convertible  promissory  note to  acquire  13,333,334  Shares  and a Warrant  to
purchase 41,666,666 Shares; and


<PAGE>

                           (ii) in the case of Rawlinson,  Five Hundred Thousand
Dollars  ($500,000)  on July 31,  1999,  or on such later date as is agreed upon
among the Investors and the Corporation (the "Subsequent Closing"),  in exchange
for a secured  convertible  promissory note to acquire  16,666,666  Shares and a
Warrant to purchase 8,333,334 Shares.

The convertible  promissory notes shall be issued in the form attached hereto as
Exhibit A and incorporated herein by reference (each, a "Note"). The warrants to
purchase  shares of Common Stock into which a portion of the Notes shall convert
shall be issued in the form attached hereto as Exhibit B and incorporated herein
by reference (each, a "Warrant" and collectively  with the Shares and the Notes,
the "Securities").

                  c.  Payment  and  Delivery.   Each  Investor   shall  purchase
Securities or make loans, as applicable,  by making payment to U.S.  Electricar,
Inc. in cash, by cashiers check or wire transfer of funds, in U.S. Dollars.

         2. Deliveries at Closing. At the Closing:

                  a. The  Corporation and the Investors will deliver an executed
counterpart of:

                           (i) this Securities Purchase Agreement;

                           (ii) the Loan and  Security  Agreement  of even  date
herewith; and

                           (iii)  the  Shareholders'   Agreement  of  even  date
herewith, also executed by Carl D. Perry;

                  b. Jagen Pty Ltd. will provide the Corporation  with a payment
in  the  aggregate   amount  of  Two  Million  Five  Hundred   Thousand  Dollars
($2,500,000);

                  c. The Corporation will deliver a share certificate evidencing
70,000,000 Shares in the name of Jagen Pty Ltd.;

                  d. The  Corporation  will  deliver  a Note to Jagen  Pty Ltd.,
which will provide that the Four Hundred Thousand Dollars  ($400,000)  principal
amount of debt evidenced  thereby may be converted into 13,333,334  Shares and a
Warrant to purchase 41,666,666 Shares;

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

                  f. The  Corporation  will  deliver  an  officer's  certificate
providing that the  representations  and warranties  contained in this Agreement
and the Notes are true and  correct as of Closing  and  including  a copy of the
Amended and Restated  Articles of Incorporation of the Corporation  certified by
an officer of the Corporation (the "Articles");

                  g.  Jagen  Pty Ltd.  will  deliver  an  officer's  certificate
providing that the  representations  and warranties  contained in this Agreement
are true and correct as of Closing;


                                       2
<PAGE>


                  h.  Rawlinson  will deliver a certificate  providing  that the
representations and warranties  contained in this Agreement are true and correct
as of the Closing; and

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

         3. Deliveries at the Subsequent Closing. At the Subsequent Closing:

                  a.  Rawlinson will provide the  Corporation  with a payment in
the aggregate amount of Five Hundred Thousand Dollars ($500,000);

                  b. The  Corporation  will deliver a Note to  Rawlinson,  which
will provide that the Five Hundred Thousand Dollars ($500,000)  principal amount
of debt evidenced  thereby may be converted into 16,666,666 Shares and a Warrant
to purchase 8,333,334 Shares;

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

                  d.  Rawlinson  will deliver a certificate  providing  that the
representations and warranties  contained in this Agreement are true and correct
as of the Subsequent Closing.


         4. Corporation's Representations and Warranties. Except as set forth on
Disclosure Schedule 4 attached hereto and incorporated herein by reference,  the
Corporation  hereby  represents  and  warrants to each  Investor  that as of the
Closing and the Subsequent 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, the Notes and the transactions contemplated under this Agreement
and the Notes.

                  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 Securities,  when issued in
compliance with the provisions of this Agreement,  will be validly issued, fully
paid and nonassessable.


                                       3
<PAGE>

                  c. No  Breach.  The  issue and sale of the  Securities  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 Securities.

                  f.  Reservation  of  Shares.  At all  times  during  which the
Warrant may be exercised,  the  Corporation  shall have authorized and reserved,
for the exclusive purpose of issuance and delivery upon exercise of the Warrant,
a sufficient number of shares of its Common Stock to provide for the exercise of
the Warrant in accordance with its terms.

         5. Post-Closing  Covenants of the Corporation.  The Corporation  hereby
covenants that:

                  a. The Corporation  shall use reasonable  business  efforts to
file the proxy statement for its 1999 annual shareholders'  meeting on or before
June 15, 1999, which proxy will nominate the following  individuals to the board
of directors:  Carl D. Perry, Malcolm R. Currie, Ph.D., Edwin O. Riddell, Donald
H. Dreyer, John Micek and Anthony N. Rawlinson.

                  b. The Corporation  shall use reasonable  business  efforts to
hold its annual  shareholders'  meeting  on or before  July 31,  1999,  at which
meeting it shall seek to (A)  increase  the number of  authorized  shares of the
Corporation to provide for sufficient shares of Common Stock to issue the Common
Stock and Warrants to purchase  Common Stock  described  herein and (B) increase
the size of the option pool available for grant to employees and  contractors of
the  Corporation  to twenty  percent  (20%) of the  outstanding  capital  of the
Corporation.

                  c. The Corporation shall file amended and restated articles of
incorporation  (or  an  amendment  to  its  amended  and  restated  articles  of
incorporation at its discretion) increasing the number of shares of Common Stock
of the Corporation to such amount as is necessary to allow the conversion of the
Notes into Securities as soon as is practicable after  shareholder  approval for
such an increase.

                  d.  The  Corporation  shall  use the  proceeds  of the sale of
Securities and loans described herein (i) to pay the aggregate  principal amount
of a secured  promissory  note  payable to the Credit  Managers  Association  of
California  due  April  1999;  (ii)  to  settle   outstanding  debt  aggregating
approximately Seven Hundred Eighty Thousand Dollars ($780,000) for up to Fifteen

                                       4
<PAGE>

Cents on each dollar of debt; (iii) to pay expenses of the Corporation  incurred
in the ordinary course of business; (iv) for general working capital; and (v) in
such other manner as is determined by the Board of Directors of the  Corporation
in consultation with Rawlinson.

         6. Investor  Representations  and Warranties.  Each Investor represents
and warrants to the Corporation that:

                  a.  Account.  Such Investor is acquiring  the  Securities  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 Securities. The Investor understands that the
Securities 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,  including  the  Articles,  and has had an  opportunity  to receive,
review  and   understand  the   disclosures   and   information   regarding  the
Corporation's   financial   statements,   capitalization   and  other   business
information  as set  forth in  Corporation's  filings  with the  Securities  and
Exchange  Commission  which are all incorporated  herein by reference,  together
with all exhibits  referenced therein.  Investor  understands that the Financial
Statements 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
Securities.

                  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  Securities,  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
Securities,  of  evaluating  the  merits  and  risks  of an  investment  in  the
Securities  and of making an informed  investment  decision  with respect to the
Securities,   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


                                       5
<PAGE>

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 Securities are all  unregistered  and may not presently be
sold in even this  limited  public  market.  The Investor  understands  that the
Securities 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  Securities  will not  cause  it undue  financial
difficulties.

                  f.  Commissions/Finders  Fees. The Investor  acknowledges that
commissions/finders  fees may be payable by the  Corporation for the sale of the
Securities as set forth on Disclosure Schedule 6.

                  g. 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  Securities  and (ii) the  signature  of such  individual  is  binding  upon
Investor.

                  h.  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 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;


                                       6
<PAGE>


                           (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(f),
"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. Restrictions On Transfer/Voting Agreement. The Investor acknowledges
and agrees  that the  Securities  shall be subject  to certain  restrictions  on
transfer for a period of two years and subject to certain voting  obligations as
more fully set forth in that  Shareholders'  Agreement  dated on the Closing and
attached hereto as Exhibit C and incorporated herein by reference.

         8.  Restrictive  Legends.  Each  certificate  evidencing the Securities
which  the  Investor  may  acquire  hereunder  or under  the Note 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:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR


                                       7
<PAGE>


         UNDER ANY STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO
         REGISTERED OR AN EXEMPTION FROM  REGISTRATION IS AVAILABLE.  OTHER THAN
         IN  CONNECTION   WITH  TRANSFERS  TO  AFFILIATES  (AS  DEFINED  IN  THE
         SHAREHOLDERS'  AGREEMENT  DATED  AS  OF  JUNE  1,  1999  AMONG  PARTIES
         INCLUDING   THE   ORIGINAL   HOLDER   HEREOF  AND  THE   COMPANY   (THE
         "SHAREHOLDERS' AGREEMENT")), 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  AND  ON  VOTING   RIGHTS  AND
         OBLIGATIONS,  TO WHICH ANY TRANSFEREE AGREES BY HIS ACCEPTANCE  HEREOF,
         AS SET FORTH IN THE SHAREHOLDERS' AGREEMENT,  DATED AS OF JUNE 1, 1999.
         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.


                                       8
<PAGE>

                  (a)      If to Jagen Pty Ltd.

                           9 Oxford Street
                           South Yarra 3141
                           Melbourne, Victoria
                           Australia
                           Telecopier 011 - 613 - 9826 - 5499

                           with a copy to:

                           Gray Cary Ware & Freidenrich LLP
                           4365 Executive Drive, Suite 1600
                           San Diego, California  92121
                           Telecopier (619) 677-1477
                           Attention:  Robert W. Ayling, Esq.

                  (b)      if to Anthony N. Rawlinson

                           5 Shenton Way, #1301
                           UIC Building
                           Singapore 068808, Singapore
                           Telecopier (65) 220-5338

                           with a copy to:

                           Gray Cary Ware & Freidenrich LLP
                           4365 Executive Drive, Suite 1600
                           San Diego, California  92121
                           Telecopier (619) 677-1477
                           Attention:  Robert W. Ayling, Esq.

                  (c)      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



                                       9
<PAGE>

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

                  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


                                       10
<PAGE>


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 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.



                                       11

<PAGE>
                                SIGNATURE PAGE TO
                          SECURITIES PURCHASE AGREEMENT


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


INVESTOR
JAGEN PTY, LTD.                                  U.S. ELECTRICAR, INC.


By:    /s/ Boris Liberman                        By:    /s/ Carl Perry
     ----------------------------                    ---------------------------
      (Signature)                                       (Signature)



INVESTOR


/s/ Anthony N. Rawlinson
--------------------------------
Anthony N. Rawlinson