AGREEMENT

                                     between

                          Hyundai Motor Company ("HMC")

                                       and

                             U.S. Electricar ("USE")
                          Systronix Corporation ("SC")
                            (Collectively "USE/"SC")

                                 April 12, 1996

        Whereas HMC is the leader in electric vehicle technology in Korea
                                       and
        Whereas USE/SC is a leader in electric vehicles and drivetrains,
                                  now therefore
         HMC and USE/SC have reached the following agreement in order to
                           cooperate in the field of
                          electric vehicle technology:


1.    HMC shall  grant to USE/SC the fleet EV contract  utilizing  Panther(tm)60
      systems.

2.    HMC shall grant to USE/SC the MPV  Production  Phase 1 contract  utilizing
      Panthertm90 systems.

3.    HMC shall pay US$ 250,000 to USE or SC within 45 days of HMS  receiving an
      invoice,  for an option to purchase 12,000,000 shares of USE at a price of
      US$ 0.467  per  share,  the  blended  rate  paid by the major new  capital
      investors  in USE/SC.  The option  shall  expire on March 1, 1997.  If the
      option is  exercised  before March 1, 1997,  the US$ 250,000  option price
      shall be applied toward the share purchase.

4.    Upon the full exercise of the share purchase option, USE/SC shall grant to
      HMC a manufacturing and distribution  license to the Panthertm systems, as
      defined  in  the  November  1995  SC  business  plan,  including  upgrades
      developed by USE/SC,  without  payment of any  additional  fee and without
      payment of any royalties by HMC or HMC's appointed  manufacturer,  for use
      within  vehicles or for use as spare parts for such vehicles  built by HMC
      or built by  subsidiaries  owned  more than 50% by HMC,  or for use within
      vehicles  or for use as spare  parts for such  vehicles  assembled  by any
      company from completely knocked down ("CKD") kits built by HMC or built by
      subsidiaries owned more than 50% by HMC.

5.    If HMC  decides  not to  purchase  shares  in USE as  described  above  in
      paragraph  three (3), then USE/SC shall grant to HMC a  manufacturing  and
      distribution  license to the Panthertm systems, as defined in the November
      1995 SC business plan,  including  upgrades developed by USE/SC, for a fee
      of US$ 1,500,000 and for 

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      royalties  equivalent  to 4% of  HMC's  procurement  cost  beginning  with
      systems  sold in the year 2000.  The  license  shall apply only to systems
      manufactured  by HMC and/or HMC's appointed  manufacturer,  for use within
      vehicles or for use as spare parts for such vehicles built by HMC or built
      by subsidiaries  owned more than 50% by HMC, or for use within vehicles or
      for use as spare parts for such  vehicles  assembled  by any company  from
      completely knocked down ("CKD") kits built by HMC or built by subsidiaries
      owned more than 50% by HMC. Beginning in 2004 the royalty shall be reduced
      to 3%.  Beginning in 2008 the royalty shall be reduced to 2%. Beginning in
      2012 no further  royalty shall be required.  The US$ 250,000 option amount
      described  above in  paragraph  three  (3)  shall be  applied  toward  the
      purchase  of this  license if the license is  purchased  prior to March 1,
      1997.

6.    The manufacturing and distribution licenses to the Panthertm systems shall
      also  be  exclusive  to HMC for  the  territory  of  Korea.  The  vehicles
      manufactured  in accordance with paragraph four (4) and five (5) above may
      be exported to any country.

7.    The licenses  described  above in paragraph four (4), five (5) and six (6)
      shall include the right to "make or have made" the Panthertm hardwares.

8.    USE/SC will support HMC and/or HMC's appointed  manufacturer in setting up
      production  lines,  processes,   procedures,   and  automated  testing  of
      Panthertm  products.  This support will include assistance with production
      and test of subassemblies,  units, and complete systems.  USE/SC will also
      assist  HMC  and/or  HMC's  appointed  manufacturer  with  procurement  of
      components,  including the  development and  qualification  of sources for
      unique electric vehicle and Panthertm system electronic components.



/s/ H. K. Lee                  /s/ Roy Kusumoto           /s/ Don Kang
---------------------------    -----------------------    ----------------------
H. K. Lee                      Roy Y. Kusumoto            Don C. Kang
Director                       Chief Executive Officer    President
Corporate Planning Director    U.S. Electricar            Systronix Corporation