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                                                                     EXHIBIT 1.5

                        AMERICAN EAGLE MOTORCYCLE COMPANY
                              CONSULTING AGREEMENT

                                                               ,2000

Dear Mr. Spak:

     This will confirm the arrangements, terms and conditions, whereby Mercer
Partners, Inc. (hereinafter referred to as "Consultant") has been retained by
you to serve as financial consultant and advisor to American Eagle Motorcycle
Company, (hereinafter referred to as the "Company"), on a nonexclusive basis for
a period of 24 months commencing on the closing date of the public offering (the
"Closing"). The undersigned hereby agree to the following terms and conditions:

     1. Consulting Services. Consultant will render financial consulting and
advice pertaining to the Company's business affairs as you may from time to time
request.

     2. Financing. Consultant will assist and represent you in obtaining both
short and long-term financing whether from banks or the sale of the Company's
debt or equity.

     3. Wall Street Liaison. Consultant will when appropriate arrange meetings
with individuals and financial institutions in the investment community such as
security analysts, portfolio managers, and market makers and representatives of
the Company.

     4. Compensation. The Company agrees to pay the Consultant in the
aggregate, the sum of seventy-two thousand ($72,000) Dollars at the rate of
Three Thousand ($3,000) Dollars per month payable at the closing of the
Offering.

     5. Relationship. Nothing herein shall constitute Consultant as employee or
agent of the Company except to such extent as might hereafter be agreed upon for
a particular purpose. Except as expressly agreed, Consultants shall not have the
authority to obligate or commit the Company in any manner whatsoever.

     6. Assignment and Termination. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.

Very truly yours
Mercer Partners, Inc.
By:

Title:

Agreed and Accepted By:
American Eagle Motorcycle Company
By:

(Vice)President