SC 13D

  Securities and Exchange Commission
  Washington, D.C. 20549 
  
  Schedule 13D 
  
  Under the Securities Exchange Act of 1934 
  
  VECTOR AEROMOTIVE CORPORATION
  (Name of Issuer) 
  
  COMMON STOCK, Par Value $.01 Per Share
  (Title of Class of Securities) 
  
  92239C301
  (CUSIP Number) 
  
  William L. Thompson, Jr., Esquire
  Thompson & Adams
  One Independent Drive, Suite 3131
  Jacksonville, FL 32202
  (904) 356-3131
  (Name, Address and Telephone Number of Person Authorized to
  Receive Notices and Communications) 
  
  February 25, 1997 (the final signature pages were not delivered
  and the transaction finalized until September 19, 1997)
  (Date of Event Which Requires Filing of This Statement) 
  
  If the filing person has previously filed a statement on
  Schedule 13G to report the acquisition which is the subject of
  this Schedule 13D, and is filing this schedule because of Rule
  13d-1(b)(3) or (4), check the following box. [ ]
  
  Check the following box if a fee is being paid with this
  Statement. [ ] 
  
  
    
CUSIP No. 92239C301
  
  (1) Names of reporting persons 
  
  American Dream International Limited
  
  (2) Check the appropriate box if a member of a group 
  
                         (a) no 
                         (b) disclaimed
  
  
  (3) SEC use only 
  
  
  
  
  (4) Source of funds
  
  OO
  
  (5) Check if disclosure of legal proceedings is required
  pursuant to Items 2(d) or 2(e) 
  
  No
  
  (6) Citizenship or place of organization 
  
  The Bahamas
  
  Number of shares beneficially owned by each reporting person
  with: 
  
  (7) Sole voting power
  
  60,000,000 (option to purchase)
  
  (8) Shared voting power
  
  37,333,333
  
  (9) Sole dispositive power
  
  60,000,000 (option to purchase)
  
  
  (10) Shared dispositive power
  
  0
  
  (11) Aggregate amount beneficially owned by each reporting
  person 
  
  97,333,333 (assumes issuance of 60,000,000 shares pursuant to
  option)
  
  (12) Check if the aggregate amount in Row (11) excludes certain
  shares [ ]
  
  (13) Percent of class represented by amount in Row (11) 
  
  86%
  
  (14) Type of reporting person 
  
  HC
  
    
CUSIP No. 92239C301
  
  (1) Names of reporting persons 
  
  W. R. Welty
  
  (2) Check the appropriate box if a member of a group 
  
                         (a) no 
                         (b) disclaimed
  
  
  (3) SEC use only 
  
  
  
  
  (4) Source of funds
  
  PF
  OO
  
  (5) Check if disclosure of legal proceedings is required
  pursuant to Items 2(d) or 2(e) 
  
  No
  
  (6) Citizenship or place of organization 
  
  California
  
  Number of shares beneficially owned by each reporting person
  with: 
  
  (7) Sole voting power
  
  81,556
  60,000,000 (option to purchase)
  
  (8) Shared voting power
  
  37,333,333
  
  
  
  
  (9) Sole dispositive power
  
  81,556
  60,000,000 (option to purchase)
  
  (10) Shared dispositive power
  
  0
  
  (11) Aggregate amount beneficially owned by each reporting
  person 
  
  97,414,889 (assumes issuance of 60,000,000 shares pursuant to
  option)
  
  (12) Check if the aggregate amount in Row (11) excludes certain
  shares [ ]
  
  (13) Percent of class represented by amount in Row (11) 
  
  86%
  
  (14) Type of reporting person 
  
  IN
  
    
Item 1. Security and Issuer.
  
  Common Stock, par value $.01 per share
  Vector Aeromotive Corporation
  975 Martin Avenue, Green Cove Springs, Florida 32043
  
  Item 2. Identity and Background.
  
  A.  American Dream International Limited ("American Dream") is
  organized under the laws of the Bahamas.  American Dream is 94%
  owned by W.R. Welty.  The principal business of American Dream
  is to make the investment in Vector Aeromotive Corporation
  ("Vector") and to negotiate for and acquire other companies
  with businesses compatible or complementary with the business
  of Vector.  The address of American Dream's principle business
  is 975 Martin Avenue, Green Cove Springs, Florida 32043.  The
  address of American Dream's principal office is 1556 Lakeway
  Drive, Orange Park, Florida 32073.  American Dream, during the
  last five years, has not been convicted in a criminal
  proceeding (excluding traffic violations or similar
  misdemeanors) and has not been a party to a civil proceeding of
  a judicial or administrative body of competent jurisdiction and
  as a result of such proceeding was or is subject to a judgment,
  decree or final order enjoining future violations of, or
  prohibiting or mandating activities subject to, federal or
  state securities laws or finding any violation with respect to
  such laws.
  
  B. W.R. Welty's business address is 2115 Main Street, Santa
  Monica, California 90405-2215.  Mr. Welty's principal
  occupation is entertainment and retail sales.  Mr. Welty is a
  citizen of the United States and a resident of California.  Mr.
  Welty, during the last five years, has not been convicted in a
  criminal proceeding (excluding traffic violations or similar
  misdemeanors) and has not been a party to a civil proceeding of
  a judicial or administrative body of competent jurisdiction and
  as a result of such proceeding was or is subject to a judgment,
  decree or final order enjoining future violations of, or
  prohibiting or mandating activities subject to, federal or
  state securities laws or finding any violation with respect to
  such laws.
  
  Item 3. Source and Amount of Funds or Other Consideration. 
  
  The shared voting power was acquired in connection with the
  option to purchase 60,000,000 shares of the stock.  American
  Dream International Limited ("American Dream") currently
  intends to exercise the option to purchase 60,000,000 shares
  with the proceeds from the sale by American Dream of its
  securities, either debt or equity, or a combination.  The
  parties to the financing transactions are not yet determined. 
  Mr. Welty used personal funds to purchase the 81,556 shares of
  common stock of Vector.
  
  Item 4. Purpose of Transaction.
  
  The purpose of the purchase of securities pursuant to the
  option is to provide Vector Aeromotive Corporation ("Vector")
  working capital to recommence operations, including production
  and sale of its V12 car.  In connection therewith, a majority
  of the Board of Directors of Vector were nominated by American
  Dream International Limited ("American Dream").  The current
  directors of Vector nominated by American Dream are W.R. Welty,
  T.J. Enright and Lilly Beter.  In addition, T.J. Enright has
  been elected Chief Operating Officer and Secretary of Vector,
  and Lilly Beter has been elected Treasurer of Vector.  Finally,
  the transaction contemplates the issuance of 60,000,000
  additional shares by Vector.  The filing parties currently are
  not aware of additional material changes for Vector to finance
  future operations; however, it is anticipated that Vector will
  need to obtain additional financing, which may require, among
  other things, sale of common stock, extraordinary corporate
  transactions, changes in capitalization or changes in Vector's
  Articles of Incorporation or Bylaws.
  
  Item 5. Interest in Securities of the Issuer. 
  
  American Dream International Limited does not beneficially own
  any common stock of Vector Aeromotive Corporation ("Vector")
  except as described in the Schedule 13D.  W.R. Welty owns
  81,556 shares of common stock of Vector, none of which was
  purchased June 30, 1997, or after.  American Dream has the
  right to purchase 60,000,000 shares of Vector common stock and
  the right to direct 37,333,333 shares as to the vote in the
  election of directors of Vector.  The most recent filing by
  Vector indicates there are 53,609,387 shares of common stock
  currently outstanding.  Of such number of outstanding shares,
  81,556 represents less than 1%, and 37,333,333 represents
  69.6%.  Assuming the issuance of the 60,000,000, Vector would
  have 113,609,387 shares outstanding, with 60,000,000
  representing 52.8%, 37,333,333 representing 32.8%, 81,556
  representing less than 1% and the combined 97,414,889
  representing 85.7%.
  
  Item 6. Contracts, Arrangements, Understandings or 
  Relationships With Respect to Securities of the Issuer. 
  
  NONE.
  
  Item 7. Material to be Filed as Exhibits. The following are
  filed as exhibits:
  
  Joint Filing Agreement between American Dream and W.R. Welty
  
  Share Purchase Agreement between Vector and American Dream
  (f/k/a Tradelink International Limited)
  
  Option Agreement between Vector and American Dream (f/k/a
  Tradelink International Limited)
  
  Registration Rights Agreement between Vector and American Dream
  (f/k/a Tradelink International Limited)
  
  Shareholder Agreement and Option among Vector, American Dream
  (f/k/a Tradelink International Limited) and V'Power
  Corporation. 
  
  The filing of this statement shall not be construed as an
  admission that any filing party, for purposes of Sections 13(d)
  or 13(g) of the Securities Exchange Act of 1934, as amended,
  the beneficial owner of any securities covered by this
  statement.
  
  Signature. After reasonable inquiry and to the best of my
  knowledge and belief, I certify that the information set forth
  in this statement is true, complete and correct. 
  
  Date October 21, 1997
  
  W.R. WELTY
  
  Signature   /s/ W. R. Welty
  
  AMERICAN DREAM INTERNATIONAL LIMITED
  
  Signature   /s/ T. J. Enright
  
  Name/Title T.J. Enright, President and General Manager
    
JOINT FILING STATEMENT
  
  The undersigned, W.R. Welty and American Dream International
  Limited, and each of them, do hereby agree and consent to the
  filing of a single statement on Schedule 13D and amendments
  thereto, in accordance with the provisions of Rule 13d-(f)(1)
  of the Securities Exchange Act of 1934, as amended.
  
  Date October 21, 1997
  
  W.R. WELTY
  
  Signature   /s/ W. R. Welty
  
  AMERICAN DREAM INTERNATIONAL LIMITED
  
  Signature   /s/ T. J. Enright
  
  Name/Title T.J. Enright, President and General Manager
  

EX-1

                     SHARE PURCHASE AGREEMENT


         SHARE PURCHASE AGREEMENT, dated as of July 22, 1997,
   by and between TRADELINK INTERNATIONAL LIMITED, a Bahamian
   corporation (the "Buyer"), on the one hand, and VECTOR
   AEROMOTIVE CORPORATION, a Nevada corporation ("Vector") on
   the other.
   
                    W I T N E S S E T H:
   
         WHEREAS, the Buyer and Vector have entered into a
   letter of intent dated January 10, 1997 ("Letter I"), which
   described the general terms on which Vector would sell to
   Buyer 60,000,000 Common Shares, par value $.01 per share,
   of Vector Common Stock and an option to purchase an
   additional 106,000,000 shares of Vector Common Stock,
   together with certain other rights to be vested in the
   Buyer; and
   
         WHEREAS, the Buyer and Vector have entered into a
   amended and restated letter of intent dated May 23, 1997
   (the "Letter"), which supersedes Letter I and describes
   revised general terms on which Vector would sell to Buyer
   60,000,000 Common Shares, par value $.01 per share, of
   Vector Common Stock and Buyer would loan to Vector an
   aggregate amount of $3,750,000; and
   
         WHEREAS, the Letter contemplates that the parties
   will enter into a definitive agreement and prepare such
   other documentation as the parties and their respective
   legal counsel determine is appropriate; and
   
         WHEREAS, the parties intend that this Share Purchase
   Agreement (the "Agreement"), together with the schedules,
   exhibits and other documents attached to this Agreement,
   serve as the definitive agreement between the parties with
   respect to the transactions described in the Letter;
   
         NOW, THEREFORE, in consideration of the covenants,
   representations, warranties and mutual agreements herein
   set forth, the Buyer and Vector hereby agree as follows:
   
   
                         ARTICLE I
   
   The Option to Purchase, Loan and Ancillary Agreements
   
         1.1 Option to Purchase the Shares.
   
         (a)  Subject to and upon the terms and conditions
   hereof and the representations, warranties and covenants
   contained in this Agreement, on the Closing Date (as
   defined below) Vector shall sell, transfer, assign and
   deliver certificate(s) representing 60,000,000 Common
   Shares of Vector, par value $.01 per share (the "Shares")
   to the Buyer, and the Buyer shall purchase the Shares from
   Vector, free and clear of all liens, claims and
   encumbrances thereon.  The obligations of Vector and Buyer
   shall be further defined in an option agreement (the
   "Option Agreement") in the form attached to this Agreement
   as Annex I and incorporated by reference in this Agreement.
   
         (b)  Contemporaneously with the execution of this
   Agreement, Vector shall execute and deliver to Buyer the
   Option Agreement.  As set forth in the Option Agreement,
   Vector will grant to Buyer or its transferee(s), if any,
   the right to purchase (the "Option") the Shares, all as
   more fully set forth in the Option Agreement.
   
         1.2  Purchase Price for the Shares.
   
         (a)  Upon the terms and subject to the conditions
   set forth in this Agreement and the Option Agreement,
   Vector and the Buyer agree that on the Closing Date Vector
   shall sell to the Buyer, and the Buyer shall purchase from
   Vector, the Shares for aggregate cash consideration of
   $1,250,000 payable in United States currency (the "Purchase
   Price"). 
   
         (b)  At the Closing, Vector shall deliver to the
   Buyer one or more certificates representing the Shares
   against delivery by the Buyer to Vector of the Purchase
   Price.  Certificates for the securities comprising the
   Shares shall be registered in such name or names and in
   such authorized denominations as the Buyer may request in
   writing at least five full business days prior to the
   Closing Date.
   
         1.3  Registration Rights for the Shares.  On the
   Closing Date (as defined below), the parties shall execute
   a registration rights agreement (the "Registration Rights
   Agreement"), a copy of which is attached to this Agreement
   as Annex II and incorporated by reference in this
   Agreement.  The Registration Rights Agreement shall extend
   to the Buyer the right, on or after the Closing Date, to
   demand that Vector cause to be filed and become effective
   under the Securities Act of 1933 (the "1933 Act"), as
   amended, a registration statement covering any or all of
   the Shares.
   
         1.4  The Loan. The Buyer will loan or make available
   the following credit facility (the "Facility") for Vector. 
   The Facility is subject to the following terms and
   conditions:
   
          (a)  The Facility.  A discretionary line of credit
   will be made available to Vector in the amount of up to
   $1,250,000, which will be converted to a ten (10) year term
   loan ("Line of Credit I") and a discretionary line of
   credit will be made available to Vector in the amount or up
   to $2,500,000.  The facility is more fully described in a
   loan and security agreement (the "Loan Agreement") in the
   form attached to this Agreement as Annex VI and
   incorporated by reference in this Agreement   
   
          (b)  Interest.  Advances under the lines of credit
   shall bear interest at the rate of two percent (2%) per
   annum in excess of the prime rate, floating.  The interest
   rate on Line of Credit I after it converts to a ten year
   term loan will be ten percent (10%).  Interest will be
   calculated on the basis of a 360-day year and will be
   payable monthly.  Interest after maturity or default will
   accrue at 5% per annum in excess of the regular rate.
   
          (c)  Maturity.  All loans and advances under this
   Facility will be due and payable on demand, except that
   Line of Credit I will be converted to a ten year term loan
   on the Conversion Date (as defined in the Loan Agreement). 
   No advances will be made after the date that a majority of
   the Board of Directors of Vector fail to be persons
   nominated by the Buyer unless the Buyer agrees in writing
   to an extension of such date.
   
          (d)  Security.  All loans and advances will be
   secured by a valid, perfected security interest in each of
   the following assets which, unless otherwise specifically
   stated to the contrary, will be superior in priority to all
   other liens and security interests in such assets:
   
          (i)  All of Vector's accounts receivables;
          (ii) All of Vector's inventory; 
          (iii)All of Vector's general intangibles and
        chattel paper,        if any;
          (iv) All of Vector's furniture, fixtures and
        equipment; and
          (v)  All other Vector assets.
   
          (e)  Use of Proceeds.  The proceeds of the Facility
   will be used only for working capital to be used in the
   operation of Vector's business.
   
          (f)  Conditions and Covenants.  Contemporaneously
   with the execution of this Agreement, Vector will execute
   the Loan Agreement, Note I (as definied in the Loan
   Agreement), Note II (as definied in the Loan Agreement) and
   other documents and instruments required in the Loan
   Agreement or reasonably requested in the form generally
   used by an independent lender in the community for
   customers with good credit.
   
          (g)  Financial Statements.  Vector will provide
   audited financial statements annually to the lender no
   later than 90 days following the end of Vector's fiscal
   year and will provide unaudited, internally prepared
   financial statements no later than 30 days following the
   end of each month, in each case together with a certificate
   that Vector is not in default under its obligations with
   respect to the loan contemplated in this Section.
   
          (h)  Conditions Precedent.  The obligations to
   extend credit under the Facility described in this
   Agreement are subject to the following conditions precedent
   being satisfied:
   
          (i)    Documents.  All documents in connection with
        the Facility described in this Agreement and the Loan
        Agreement will be acceptable in form and substance to
        the lender.
   
          (ii)   Covenants and Representations.  All
        representations and warranties made by Vector in this
        Agreement, the Loan Agreement and any other instrument
        or document executed in connection with this Agreement
        or the Loan Agreement shall be true and correct, and
        Vector shall have fulfilled and complied with all
        covenants and agreements contained in this Agreement,
        the Loan Agreement and all instruments and documents
        executed in connection with this Agreement or the Loan
        Agreement. 
          
          (iii)   Collateral.  The lender will have received
        satisfactory evidence of title to collateral, absence of
        conflicting liens, perfection and priority of its
        security interests and similar matters.
   
          (iv)  Insurance.  The lender will have received
        evidence of satisfactory insurance on Vector's assets
        naming the lender as loss payee/secured party as to all
        tangible collateral, and evidence of such other
        insurance as the lender may require.
   
          (v)  Resignations.  The Buyer shall have received
        resignations from a majority of the members of the Board
        of Directors of Vector and minutes or other evidence of
        action by the Board of Directors satisfactory to the
        Buyer in its sole discretion showing that (i) persons
        designated by the Buyer have been elected or appointed
        as a majority of the authorized directors and (ii)
        persons designated by the Buyer have been elected to the
        offices designated by the Buyer.
   
          (vi)  Opinion of Counsel.  The opinion of counsel
        for Vector as provided in Article VIII below.
   
          (vii) Other Items.  Such other documents,
        instruments and certificates of the officers of Vector
        as are described in Article XIII or as otherwise may be
        reasonably requested by the Buyer.
   
          (i)  Expenses.  Vector will reimburse the lender on
   the demand for all out-of-pocket expenses (excluding
   attorney's fees) incurred by such lender in connection with
   the preparation, administration and enforcement of the
   documents relating to the Facility.  Vector will pay all
   documentary stamp taxes, intangible taxes and other taxes
   and expenses relating to the Facility.
   
                         ARTICLE II
   
                          Closing
   
          2.1  The Closing.  The closing of the sale of
   Shares contemplated by this Agreement(the "Closing") shall
   take place at a date and time to be specified by the Buyer
   and Vector within thirty (30) days after the Conversion
   Date (as defined in the Loan Agreement)(the "Closing Date")
   and following satisfaction or waiver of all conditions
   precedent to Closing as described in Articles VI, VII and
   VIII hereof.  The Closing shall take place at the offices
   of Vector in Jacksonville, Florida, or any other place
   mutually agreeable to the parties, subject to the right of
   the parties to close by exchange of executed counterpart
   documents on the Closing Date.
   
          2.2  Deliveries by Vector.  At the Closing, Vector
   shall deliver to the Buyer or cause to be delivered to the
   Buyer the following instruments and documents:
   
          (a)  A certificate or certificates representing the
   Shares registered in the name of the Buyer or in such name
   as may be designated by the Buyer.  Any sales, stock
   transfer or other taxes payable in connection with the sale
   to the Buyer by Vector of the Shares shall be paid by
   Vector;
   
          (b)  The opinion of counsel for Vector as provided
   in Article VIII below; and
   
          (c)  Such other documents, instruments and
   certificates of the officers of Vector as are described in
   Article XIII or as may be reasonably requested by the
   Buyer.
   
          2.3  Deliveries by the Buyer.  At the Closing, the
   Buyer shall deliver to Vector or cause to be delivered to
   Vector the following instruments and documents:
   
          (a)  The Purchase Price as provided in Section
   1.2(a) hereof; and
   
          (b)  Such other documents, instruments and
   certificates of the officers of the Buyer as may be
   reasonably requested by Vector.
   
          2.4  Further Assurances.  Vector shall execute and
   deliver on the Closing Date or thereafter any and all such
   other instruments, and take or cause to be taken all such
   further action as may be necessary or appropriate to vest
   fully and confirm to the Buyer title to and possession of
   the Shares.
   
                        ARTICLE III
   
          Representations and Warranties of Vector
   
          3.1  Representations and Warranties of Vector.  As
   a material inducement to the Buyer to (i) enter into this
   Agreement,(ii) purchase and acquire the Shares and (iii)
   make or arrange the Facility, Vector represents and
   warrants to the Buyer, except as disclosed in the Exhibits
   to this Agreement, as of the date of this Agreement and the
   Closing Date, that:
   
          (a)  Vector is a corporation duly organized,
   validly existing and in good standing under the laws of the
   State of Nevada.  Vector is duly authorized to conduct
   business in the State of Florida as a foreign corporation,
   and is in good standing in each state in which the
   ownership of its property or the conduct of its business
   renders such qualification necessary, and has all corporate
   power and authority necessary to engage in the business in
   which it is presently engaged.  FROM JANUARY 1, 1990
   THROUGH THE DATE HEREOF, VECTOR HAS NOT DONE ANY BUSINESS
   IN THE STATE OF NEVADA EITHER DIRECTLY OR THROUGH AN
   AFFILIATED CORPORATION, AND THEREFORE THE PROVISIONS OF NRS
   78.378 TO NRS 78.3793 OF THE NEVADA BUSINESS CORPORATION
   ACT (THE "NEVADA LAW") DO NOT APPLY TO VECTOR BY VIRTUE OF
   NRS 78.3788 OF THE NEVADA LAW.
          
          (b)  Vector does not own or control, directly or
   indirectly, any interest in any other corporation, joint
   venture, partnership, association or other business entity.
   
          (c)  Vector has furnished to the Buyer, or will
   furnish to the Buyer prior to the Closing Date, copies of
   the audited financial statements of Vector for the years
   ended September 30, 1995 and 1994, and financial statements
   contained in Vector's Form 10-Q filed with the Securities
   ands Exchange Commission for the period ended September 30,
   1996 (hereinafter, collectively referred to as the "Vector
   Financial Statements").  Vector Financial Statements
   include a balance sheet and related statements of net
   income (loss), shareholders' equity and cash flows for the
   year ended on such date audited by Vector's certified
   public accountants.
   
          Vector Financial Statements fairly present the
   financial position, results of operations and other
   information purported to be shown therein at the respective
   dates and for the respective periods to which they apply. 
   Vector Financial Statements have been prepared in
   accordance with generally accepted accounting principles
   (except to the extent that certain footnote disclosures
   regarding any stub period may have been omitted in
   accordance with the applicable rules of the Securities and
   Exchange Commission (the "Commission") under the Securities
   Exchange Act of 1934, as amended (the "1934 Act"),
   consistently applied throughout the periods involved, are
   correct and complete, and are in accordance with the books
   and records of Vector.  The accountants whose report on the
   audited financial statements is filed with the Commission
   are, and during the periods covered by the reports included
   in filings made with the Commission were, independent
   certified public accountants with respect to Vector within
   the meaning of the 1934 Act.
   
          (d)  Vector is not a party to any employment
   agreement with any of its officers, directors or
   shareholders, or to any lease, agreement or other
   commitment, nor except as disclosed in Exhibit A to this
   Agreement, to any pension, insurance, profit sharing or
   bonus plan.  Except as disclosed in Exhibit A to this
   Agreement, none of Vector's officers or directors nor any
   associate (i.e., any relative or spouse of any of the
   officers or directors or any firm, corporation, association
   or business enterprise in which any of the officers or
   directors or any such relative or spouse participates as a
   director, officer, employee, agent, representative,
   shareholder, partner or joint venturer or has any direct or
   indirect financial interest, including, without limitation,
   the interest of a creditor in any form) or any of the
   officers or directors has any direct or indirect interest,
   in any firm, corporation, association or business
   enterprise which competes with, is a supplier, customer or
   sales agent of, or is engaged in any business of the kind
   being conducted by Vector, and none of Vector's officers or
   directors nor any associate of any of the officers or
   directors has any interest, directly or indirectly, and any
   contract with, commitment or obligation of or to, or claim
   against, Vector.
   
          (e)  Except as otherwise disclosed on Exhibit B to
   this Agreement, Vector is not a party to any litigation,
   pending or threatened nor has any claim been made or, to
   the best knowledge of Vector's executive officers, asserted
   against Vector nor are there any proceedings threatened or
   pending before any federal, state or municipal government,
   or any department, board, body or agency thereof, involving
   Vector.
   
          (f)  Vector is not in violation or default of any
   provision of its Articles of Incorporation or Bylaws or of
   any provision of any instrument or contract to which it is
   party, or by which it is bound or, to the best knowledge of
   its executive officers, of any provision of any federal,
   state or local judgment, writ, decree, order, law, statute,
   rule or government regulation, applicable to it.  The
   execution, delivery and performance of this Agreement and
   the consummation of the transactions contemplated hereby
   will not result in any such violation or be in conflict
   with or constitute, with or without the passage of time and
   giving of notice, either a violation or default under any
   such provision or an event which results in the creation of
   any lien, charge or encumbrance upon any asset of Vector. 
   Vector has all requisite power and authority to execute,
   deliver and perform each of (a) this Agreement (b) the
   Option Agreement,(c) the Registration Rights Agreement, and
   (d) the Loan Agreement and other documents evidencing the
   Facility, and has all requisite power and authority to
   execute and deliver the certificates representing the
   Shares.  All necessary corporate proceedings of Vector have
   been duly taken to authorize the execution, delivery and
   performance by Vector of this Agreement, the Loan
   Agreement, the Option Agreement and the Registration Rights
   Agreement.  This Agreement, the Loan Agreement, the Option
   Agreement and the Registration Rights Agreement have been
   duly authorized, executed and delivered by Vector, each is
   the legal, valid and binding obligation of Vector, and is
   enforceable as to Vector in accordance with its terms.  No
   consent, authorization, approval, order, license,
   certificate, or permit of or from, or declaration or filing
   with, any federal, state, local or other governmental
   authority or any court or other tribunal is required by
   Vector for the execution, delivery or performance by Vector
   of this Agreement, the Loan Agreement, the Option Agreement
   or the Registration Rights Agreement.  No consent of any
   party to any contract, agreement, instrument, lease,
   license, arrangement or understanding to which Vector is a
   party, or to which any of its properties or assets are
   subject, is required for the execution, delivery or
   performance of this Agreement, the Loan Agreement, the
   Option Agreement or the Registration Rights Agreement.  
   
          (g)  Since September 30, 1996, Vector has not,
   except as disclosed in Exhibit C to this Agreement, and
   prior to the Closing, Vector will not have (i) paid or
   declared any dividends on or made any distributions in
   respect of, or purchased or redeemed, any of the
   outstanding shares of its capital stock or issued any
   additional shares of its capital stock; or (ii) made or
   authorized any amendments to its Articles of Incorporation,
   or to its By-Laws except an amendment to Vector's Articles
   of Incorporation to increase to 600,000,000 Vector's
   authorized common shares; or (iii) mortgaged or pledged or
   subjected to any lien, charge or other encumbrance, any of
   its assets, tangible or intangible; or (iv)    sold, leased,
 transferred or contracted to sell, lease
   or transfer any material assets, tangible or intangible, or
   entered into any other transactions outside of the ordinary
   course of business; (v) made any loan or advance to or
   become obligated as guarantor or otherwise on behalf of any
   officer, director or shareholder of Vector or to any other
   person, firm or corporation; (vi) paid any compensation to
   any officer or director (in their capacities as such) other
   than in the ordinary course of business; (vii) suffered any
   labor trouble; (viii) made or become a party to any
   contract or commitment or renewed, extended, amended or
   modified any contract or commitment which in any case
   involved an amount in excess of $50,000 or term in excess
   of 90 days, except in the ordinary course of business; (ix)
   become bound or entered into any contract, commitment or
   transaction other than in the ordinary course of business
   or except as otherwise contemplated by this Agreement; or
   (x) waived any rights which alone or in the aggregate are
   material to Vector.
   
          (h)  The authorized capitalization of Vector
   consists of 600,000,000 Common Shares, par value $.01 per
   share (the "Common Shares") and 5,000,000 Preferred Shares,
   par value $.10 per share (the "Preferred Stock").  As of
   the date hereof, 53,609,387 Common Shares have been duly
   authorized and validly issued and are outstanding, fully
   paid and nonassessable, and no Preferred Stock are issued
   or outstanding.  The Shares, when issued in accordance with
   the terms and conditions of this Agreement and the Option
   Agreement, will be duly authorized, validly issued, fully
   paid and nonassessable.  Except as described in Exhibit D
   to this Agreement or as may be contemplated by this
   Agreement, Vector has no commitments or obligations of any
   nature whatsoever to issue, deliver or sell under any
   preemptive rights, offer, stock option agreement, bonus
   agreement or purchase plan, stock incentive compensation
   plan, conversion right, contingent share agreement or
   otherwise, any Common Shares or Preferred Stock.
   
          (i)  Except as set forth in Exhibit E to this
   Agreement, to the best knowledge of Vector's executive
   officers after reasonable investigation, Vector has not
   infringed, and is not now infringing, upon, any trademark,
   trade name, service mark, or copyright belonging to any
   other person, firm or corporation.  Vector is not a party
   to any license agreement, or any other agreement with
   respect to any trademark, service mark, trade names or
   applications for same or any copyrights except as disclosed
   in Exhibit E to this Agreement.  To the best of its
   knowledge after reasonable inquiry, and except as disclosed
   on Exhibit E to this Agreement, Vector owns or holds
   adequate licenses or rights to use all trademarks, service
   marks, trade names, or copyrights used in the business as
   now conducted by it and such use does not and will not,
   infringe upon or otherwise violate the rights of others in
   a manner which might have a material adverse effect on
   Vector.  "Vector" is a trademark used by Vector to identify
   its products, and such trademark is protected by
   registration in the name of Gerald Wiegert, as assignor to
   Vector, on the principal register of the United States
   Patent and Trademark Office.  There is no right to any
   intangible property, except as now possessed subject to the
   claims of Gerald Wiegert as described in Exhibit E,
   necessary to the business of Vector as presently conducted.
   
          (j)  Except as set forth in Exhibit F:
   
          (i)  Vector has obtained all permits, licenses and
        other authorizations which are required under the
        Environmental Laws for the ownership, use and operation
        of each location operated or leased by Vector (the
        "Property"), all such permits, licenses and
        authorizations are in effect, no appeal nor any other
        action is pending to revoke any such permit, license or
        authorization, and Vector is in full compliance with all
        terms and conditions of all such permits, licenses and
        authorizations.
   
         (ii)  Vector and the Property are in compliance with
        all Environmental Laws, including, without limitation,
        all restrictions, conditions, standards, limitations,
        prohibitions, requirements, obligations, schedules and
        timetables contained in the Environmental Laws or
        contained in any regulation, code, plan, order, decree,
        judgment, injunction, notice or demand letter issued,
        entered, promulgated or approved thereunder.
   
        (iii)  Vector has not and to the best knowledge of
        Vector's executive officers, no other person has,
        Released, placed, stored, buried or dumped any Hazardous
        Substances, Oils, Pollutants or Contaminants or any
        other wastes produced by, or resulting from, any
        business, commercial, or industrial activities,
        operations, or processes, on, beneath, or adjacent to
        the Property or any property formerly owned, operated or
        leased by Vector except for inventories of such
        substances to be used, and wastes generated therefrom,
        in the ordinary course of business of Vector (which
        inventories and wastes, if any, were and are stored or
        disposed of in accordance with applicable laws and
        regulations and in a manner such that there has been no
        release of any such substances into the environment).
   
         (iv)  Except as provided to the Buyer, there exists
        no written or tangible report, synopsis or summary of
        any asbestos, toxic waste or Hazardous Substances, Oils,
        Pollutants or Contaminants investigation made with
        respect to all or any portion of the assets of Vector
        (whether or not prepared by experts and whether or not
        in the possession of the executive officers of Vector).
   
          (v)  Definitions:  As used in this Agreement:
   
               (a)  Environmental Laws - means all federal,
             state and local laws, regulations, rules and
             ordinances relating to pollution or protection of
             the environment, including, without limitation,
             laws relating to Releases or threatened Releases of
             Hazardous Substances, Oils, Pollutants or
             Contaminants into the indoor or outdoor environment
             (including, without limitation, ambient air,
             surface water, groundwater, land, surface and
             subsurface strata) or otherwise relating to the
             manufacture, processing, distribution, use,
             treatment, storage, Release, transport or handling
             of Hazardous Substances, Oils, Pollutants or
             Contaminants.
   
               (b)  Hazardous Substances, Oils, Pollutants or
             Contaminants - means all substances defined as such
             in the National Oil and Hazardous Substances
             Pollutant Contingency Plan, 40 C.F.R. Section
             300.6, or defined as such under any Environmental
             Law.
   
               (c)  Release - means any release, spill,
             emission, discharge, leaking, pumping, injection,
             deposit, disposal, discharge, dispersal, leaching
             or migration into the indoor or outdoor environment
             (including, without limitation, ambient air,
             surface water, groundwater, and surface or
             subsurface strata) or into or out of any property,
             including the movement of Hazardous Substances,
             Oils, Pollutants or Contaminants through or in the
             air, soil, surface water, groundwater or any
             property.
   
          (k)  To the best knowledge of Vector's executive
   officers, after reasonable investigation, no instrument of
   record, easement, license, grant, applicable zoning or
   building law, ordinance or administrative regulation or
   urban redevelopment law or other impediment of any kind
   prohibits or interferes with, limits or impairs, or would
   if not permitted by any prior nonconforming use, prohibit
   or interfere with, or limit or impair, the use, operation,
   maintenance of or access to, or affect the value of, the
   real or personal property owned of record or beneficially
   or leased by Vector, or any item thereof, as now used,
   operated or maintained by Vector.  No notice of any
   violation of any applicable zoning or building law or
   ordinance or administrative regulation has been received by
   Vector, nor to the knowledge of Vector's executive officers
   is such a notice threatened.  No condemnation proceedings
   have been instituted in respect of any real estate owned or
   leased by Vector nor to the knowledge of any of Vector's
   executive officers are such proceedings threatened.
   
          (l)  Exhibit G lists all leases of Equipment used
   by Vector.
   
          (m)  Except as set forth in Exhibit H, to the best
   knowledge of Vector's executive officers, after reasonable
   investigation, there is no pending or threatened labor
   trouble with any of the employees of Vector or any unfair
   labor practices alleged, as such term is defined in the
   National Labor Relations Act, as amended.
   
          (n)  Exhibit I to this Agreement contains (i) the
   names of all incumbent directors and officers of Vector,
   (ii) the names and job designations of all employees whose
   total compensation from Vector for the year ended
   September 30, 1996, equaled or exceeded $60,000, together
   with a statement of the full amount paid, or payable to
   each such person in respect of such year and a summary of
   the basis on which each such person is compensated if such
   basis is other than a fixed salary rate, (iii) the names of
   all persons holding powers of attorney from Vector and
   copies thereof.
   
          (o)  Vector has provided the Buyer with full and
   complete access to information concerning all material
   aspects of, and material information with respect to,
   Vector.  All information which has been communicated by
   Vector to the Buyer with respect to the assets,
   liabilities, business, operations, financial condition and
   business prospects of Vector are true, correct and complete
   in all material respects.
   
          (p)  The minute books of Vector accurately reflect
   all meetings, actions, proceedings, and other matters
   properly includable therein.
   
          (q)  Except as disclosed in Exhibit J to this
   Agreement, neither the Commission nor any "Blue Sky" or
   securities authority of any jurisdiction (collectively, the
   "Securities Authorities") have issued an order (a "Stop
   Order") suspending the effectiveness of a registration
   statement filed by Vector with the Securities Authorities,
   preventing or suspending the use of any preliminary
   prospectus, definitive prospectus, registration statement
   or any amendment or supplement thereto, or suspending the
   registration or qualification of any of the securities
   issued by Vector, nor have the Securities Authorities
   instituted or threatened to institute any proceedings with
   respect to a Stop Order.
   
          (r)  To the best knowledge of Vector's executive
   officers, neither Vector nor any director, officer, agent,
   employee or other person associated with or acting on
   behalf of Vector has, directly or indirectly:  used any
   corporate funds for unlawful contributions, gifts,
   entertainment or other unlawful expenses relating to
   political activities, made any unlawful payment to foreign
   or domestic government officials or employees or to foreign
   or domestic political parties or campaigns from corporate
   funds; violated any provision of the Foreign Corrupt
   Practices Act of 1977, as amended; or made any bribe,
   rebate, pay-off, influence payment, kickback, or any other
   unlawful payment.
   
          (s)  Board and Special Committee Recommendations. 
   The Board of Directors of Vector has, by resolutions duly
   adopted on July ___, 1997, at a meeting duly held at which
   a quorum was present, approved and adopted this Agreement
   and the other transactions contemplated in this Agreement
   and the terms and conditions set forth in this Agreement as
   being in the best interests of Vector and its shareholders. 
   
                         ARTICLE IV
   
        Representations and Warranties of the Buyer
   
          4.1  Representations and Warranties of the Buyer. 
   As a material inducement to Vector to enter into this
   Agreement, the Option Agreement and the Registration Rights
   Agreement and issue the Shares, the Buyer represents and
   warrants to Vector that:
   
          (a)  The Buyer is a corporation duly organized,
   validly existing and in good standing under the laws of the
   Bahamas, and is qualified to transact business as a foreign
   corporation in all other jurisdictions in which the
   character of its business requires the Buyer to be so
   qualified; and has all corporate power necessary to engage
   in the business in which it is presently engaged.
   
          (b)  Neither the execution and delivery of this
   Agreement nor the consummation of the transactions herein
   contemplated, will conflict with or result in the breach
   of, or accelerate the performance required by, any terms of
   any agreement, or result in the creation of any lien,
   charge or encumbrance upon any of the properties or assets
   of the Buyer under the terms of any such agreement.
   
          (c)  The Buyer has all requisite power and
   authority to execute, deliver and perform each of (a) this
   Agreement, (b) the Option Agreement and (c) the
   Registration Rights Agreement and (d) the Loan Agreement,
   and has all requisite power and authority to purchase and
   own the Shares and the Option Agreement.  All necessary
   corporate proceedings of the Buyer have been duly taken to
   authorize the execution, delivery and performance by the
   Buyer of this Agreement, the Option Agreement and the
   Registration Rights Agreement.  This Agreement has been
   duly authorized, executed and delivered by the Buyer, and
   is enforceable as to the Buyer in accordance with its
   terms.  No consent, authorization, approval, order,
   license, certificate or permit of or from, or declaration
   or filing with, any federal, state, local or other
   governmental authority or any court or other tribunal is
   required by the Buyer for the execution, delivery or
   performance by the Buyer of this Agreement, the Option
   Agreement and the Registration Rights Agreement.  No
   consent of any party to any contract, agreement,
   instrument, lease, license, arrangement or understanding to
   which the Buyer is a party, or to which any of its
   properties or assets are subject, is required for the
   execution, delivery or performance of this Agreement, the
   Option Agreement and the Registration Rights Agreement.
   
          (d)  The Buyer is acquiring the Shares and the
   Option Agreement, upon payment for and delivery thereof,
   not with a view to the distribution or public resale
   thereof within the meaning of the 1933 Act.  The Buyer
   further agrees that Vector may cause to be set forth on the
   certificates for the Shares to be delivered to the Buyer
   hereunder and pursuant to the Option Agreement, a legend in
   substantially the following form:
   
          These securities have not been registered
             under the Securities Act of 1933, as amended,
             and may be offered and sold only if registered
             pursuant to the provisions of that Act or if,
             in the opinion of counsel to the seller an
             exemption from registration thereunder is
             available, the availability of which must be
             established to the satisfaction of Vector.
   
          Vector shall not be obligated to recognize any
   purported transfer by the Buyer of the Shares and the
   Option Agreement unless accompanied by an opinion of the
   Buyer's counsel in form and substance satisfactory to
   counsel for Vector to the effect that such transfer is not
   in violation of the 1933 Act.
   
   
                         ARTICLE V
   
                    Covenants of Vector
   
          5.1  Conduct of Business.  From the date of Letter
   I until the Closing, except as permitted by this Agreement,
   reflected in the Exhibits to this Agreement or as otherwise
   consented to by the Buyer in writing, which consent shall
   not be unreasonably withheld, Vector has or shall:
   
          (a)  Carry on its business only in the ordinary
   course, in substantially the same manner in which it
   previously has been conducted;
   
          (b)  Maintain its real and personal property in as
   good condition and repair as of the date of Letter I,
   except for ordinary wear and tear;
   
          (c)  Perform in all material respects all of its
   material obligations under all contracts to which Vector is
   a party;
   
          (d)  Not amend its charter or By-Laws;
   
          (e)  Not take any action or engage in any
   transaction which would cause any of the representations
   made by Vector in this Agreement to be untrue as of the
   Closing Date or would cause Vector to be in breach of the
   terms and conditions of this Agreement;
   
          (f)  Maintain its books of account in its usual
   regular and ordinary manner;
   
          (g)  Comply with all registration, filing and
   reporting requirements of the 1934 Act;
   
          (h)  Use its best efforts to reestablish the
   listing of the Common Shares on the National Association of
   Securities Dealers Automated Quotation System;
   
          (i)  Not declare or pay any dividend or other
   distribution with respect to any class or series of its
   capital stock;
   
          (j)  Not issue any share of its capital stock,
   except upon the exercise of any currently outstanding
   option, warrant, convertible security or similar right
   which is described in Exhibit D to this Agreement;
   
          (k)  Not increase, decrease, or exchange any of its
   outstanding Common Shares or Preferred Stock for a
   different number or class of securities through
   reorganization, reclassification, share dividend, share
   split, or similar change in the capitalization of Vector;
   or
   
          (l)  Not issue any option, warrant, convertible
   security or similar right.
   
          5.2  Access and Information.  Vector shall give to
   the Buyer and its representatives full access at all
   reasonable times prior to the Closing to the properties,
   books and records of Vector and to furnish such information
   and documents in its possession relating to Vector as the
   Buyer may reasonably request.
   
          5.3  Information Following Closing.  For a period
   of five years after the Closing, Vector shall furnish
   Buyer, without charge, such of the following documents as
   may be requested by Buyer:
   
          (i)  Within 90 days after the end of each fiscal
        year, three copies of financial statements certified by
        independent certified public accountants, including a
        balance sheet, statement of operations, statement of
        shareholders' equity and statement of cash flows of
        Vector, with supporting schedules, prepared in
        accordance with generally accepted accounting
        principles, as and at the end of such fiscal year and
        for the 12 months then ended;
   
          (ii)  As soon as practicable after they have been
        filed with the Commission, three copies of each annual
        and interim financial and other report or communication
        filed with the Commission;
   
          (iii)  Two copies of each press release and every
        material news item prepared by Vector or which is
        released by Vector; and
   
          (iv)  Such additional documents and information
        with respect to Vector and its affairs as the Buyer may
        from time to time reasonably request.
   
                         ARTICLE VI
   
       Conditions to Each Party's Obligation to Close
   
          6.1  Conditions to Each Party's Obligation to
   Close.  In addition to those specific conditions set forth
   in Articles VII and VIII below, the obligations of the
   Buyer and Vector to consummate the transactions described
   in this Agreement shall be subject to the following:
   
          (a)  No government regulatory body or agency shall
   have instituted court action or legal proceedings seeking
   preliminary or permanent injunctive relief prohibiting sale
   or purchase of the Shares, the Preferred Stock to be issued
   to Automobili Lamborghini, S.p.A. and Automobili
   Lamborghini U.S.A., Inc.,or the Option Agreement.
   
          (b)  The performance of all conditions precedent to
   Closing set forth in Articles VII and VIII below.
   
          (c)  From the date of the Letter to the Closing
   Dare, there shall have been no material adverse change (i)
   in the business or properties of Vector, or (ii) in the
   financial condition of Vector, and the property, business
   and operations of Vector shall have not been materially and
   adversely affected due to any fire, accident or other
   casualty or by any act of God, whether or nor insured.
   
   
                        ARTICLE VII
   
         Conditions to Vector's Obligation to Close
   
          7.1  Conditions to Vector's Obligation to Close. 
   Vector's obligation to complete the transactions provided
   for in this Agreement shall be subject to the performance
   by the Buyer of all its agreements to be performed
   hereunder on or before the Closing, and to the further
   conditions that:
   
          (a)  The representations and warranties of the
   Buyer contained in Article IV hereof are true and correct
   in all material respects as of the Closing with the same
   effect as if made on and as of such date and the officers
   of the Buyer shall so certify thereto.
   
          (b)  At the Closing, the Buyer shall furnish an
   officer's certificate in favor of Vector which shall
   provide (i) that the Buyer is an existing corporation under
   the laws of the Bahamas and is in good standing as a
   corporation organized in the Bahamas, (ii) that the
   execution and delivery of this Agreement and the
   consummation of the transactions contemplated hereby have
   been authorized by all necessary action, corporate or
   otherwise, by the Buyer, and (iii) that the consummation of
   the transactions contemplated by this Agreement do not
   conflict with or result in a breach of any terms, condition
   or provision of the Memorandum and Articles of Association
   of the Buyer or any note, indenture, mortgage, deed of
   trust or other agreement or instrument known to such
   officer to which the Buyer is a party or by which the Buyer
   or any of its property is bound.
   
          7.2  Waiver of Conditions.  The conditions to
   Vector's obligations to close as set forth in Section 7.1
   of this Agreement are for the sole benefit of Vector and
   may be waived by Vector in whole or in part at any time in
   Vector's sole discretion.
   
   
                        ARTICLE VIII
   
         Conditions to Buyer's Obligation to Close
   
          8.1  Conditions to Buyer's Obligation to Close. 
   The Buyer's obligation to enter into this Agreement and
   complete the transactions provided for in this Agreement
   shall be subject to the performance by Vector of all
   agreements to be performed hereunder on or before the
   Closing, and to the further conditions that:
   
          (a)  The representations and warranties of Vector
   contained in Article III and the covenants of Vector
   contained in Article V hereof are true and correct and have
   been performed or satisfied in all material respects as of
   the Closing with the same effect as if made or performed on
   and as of such date and Vector shall so certify to the
   Buyer.
   
          (b)  There shall have been no material adverse
   change in the operating results, financial condition or
   business of Vector since September 30, 1996, except as
   described in written schedules or exhibits which are
   attached to this Agreement and are satisfactory to Buyer,
   and Vector shall so certify in writing to the Buyer.
   
          (c)  The Buyer shall have received from Vector's
   counsel, an opinion dated the Closing Date, in form and
   substance satisfactory to the Buyer and its counsel.
   
          (d)  Vector shall have performed and complied with
   all the terms and conditions required by this Agreement to
   be performed or complied with by it on or before the
   Closing.
   
          (e)  The Buyer shall have received resolutions of
   the Board of Directors of Vector, certified by Vector's
   secretary or any assistant secretary, approving the
   execution, delivery and performance of this Agreement, the
   Loan Agreement, the Registration Rights Agreement and the
   Option Agreement.
          
          (f)  Vector shall have elected or appointed persons
   designated by the Buyer as a majority of the authorized
   number of its Board of Directors and elected as the
   officers specified by the Buyer persons designated by the
   Buyer for those offices.
   
          (g)  The Buyer shall have received an executed
   original of a Shareholders Agreement in substantially the
   form attached to this Agreement as Annex III, validly
   authorized and executed by V'Power Corporation.
   
          (h)  Automobili Lamborghini, S.p.A. and Automobili
   Lamborghini U.S.A., Inc., shall have converted all their
   accounts receivable, notes, credit, debt, damages, claims
   and all other obligations of Vector to pay money or deliver
   goods or property to Preferred Stock in the stated amount
   of $992,400, with substantially the same terms as contained
   in the Debt Conversion and Preferred Stock Agreements and
   the Lamborghini Preferred Shares attached to this Agreement
   as Annex IV.
   
          (i)  The Buyer shall have received an executed
   original of a Debt Forgiveness and Technology Agreement in
   substantially the form attached to this Agreement as Annex
   V, validly authorized and executed by V'Power Corporation
   in exchange for all accounts receivable, notes, credit,
   debt, damages, claims and all other obligations of Vector
   to pay money or deliver goods or property to V'Power
   Corporation.
   
          (j)  Automobili Lamborghini, S.p.A., shall have
   extended for a minimum of one year from the Closing Date
   its existing agreement with Vector to supply appropriate
   model year V12 engines and other Lamborghini components to
   be used in the Vector M12 model.  The volume of engines to
   be purchased by Vector in the 12 month contract term will
   be 15 engines.
   
          (k)  V'Power Corporation and its affiliates (the
   term "affiliate" shall mean a person that directly or
   indirectly, through one or more intermediaries, controls,
   is controlled by or is under common control with V'Power
   Corporation and any officer, director, employee, agent,
   trustee with V'Power Corporation or its affiliates as
   beneficiary of the trust, spouse, relative [first cousin or
   closer], including specifically without limitation
   Automobili Lamborghini, S.p.A. and Automobili Lamborghini
   U.S.A., Inc.] shall own the amount of Common Shares and
   Preferred Stock and rights to purchase Common Shares and
   Preferred Stock as shown on Exhibit D attached to this
   Agreement.
   
          (l)  V'Power Corporation and its affiliates shall
   have returned to Vector (i) all loan payments or repayments
   after October 30, 1996, relating to Vector indebtedness to
   V'Power Corporation or its affiliates, if any, and (ii) all
   assets owned by Vector on November 24, 1996, including
   collateral for loans or advances to Vector, removed or
   taken by V'Power Corporation or its affiliates or under the
   control of V'Power Corporation or its affiliates, if any,
   including without limitation retransfer of one 1996 M12
   coupe, Vehicle Indentification Number 1V9MB1223T1048008.
   
          (m)  V'Power Corporation and its affiliates shall
   have released any security interest or other lien on the
   assets of Vector held by V'Power Corporation or its
   affiliates.
   
          (n)  Vector shall not have made since November 24,
   1996, any payment to an affiliate, including any director
   or any affiliate of any director.
   
          (o)  Vector shall not have made any expenditure or
   sold, transferred or encumbered any asset after December
   30, 1996.
   
          (p)  No proceedings shall have beeen initiated or
   threatened by any governmental department, commission,
   board, bureau, agency or instrumentality, or any other
   person (other than Vector, V'Power or their affiliates)
   seeking to enjoin or otherwise restrain the consumation of
   the tractions contemplated by this Agreement.
   
          (q)  The litigation between Borrower and Gerald A.
   Weigert shall have been concluded to the satisfaction of
   Lender and the settlement proceeds from the litigation
   between Tokai Bank and Borrower shall have been disbursed
   in a manner satisfactory to Lender, in both cases in
   Lender's sole discretion.
    
          8.2  Waiver of Conditions.  The conditions to
   Buyer's obligations to close as set forth in Section 8.1 of
   this Agreement are for the sole benefit of Buyer and may be
   waived by Buyer in whole or in part at any time in Buyer's
   sole discretion.
   
   
                         ARTICLE IX
   
             Termination, Amendment and Waiver
   
          9.1  Termination.  This Agreement and each
   agreement contemplated hereby may be terminated at any time
   prior to the Closing:
   
          (a)  Mutual Consent.  By the mutual written consent
   of the Buyer and Vector.
   
          (b)  Breach.  By Vector if there has been a
   material breach of any representation, warranty or
   agreement on the part of the Buyer set forth in this
   Agreement, or by the Buyer if there has been a material
   breach of any representation, warranty, covenant or
   agreement on the part of Vector set forth in this
   Agreement.
   
          (c)  Litigation.  By the Buyer if any litigation or
   proceeding has been instituted with a view of restraining
   or prohibiting consummation of the transaction contemplated
   by this Agreement.
   
          9.2  Effect of Termination.  In the event of
   termination of this Agreement or any agreement contemplated
   hereby, this Agreement or any such other agreement shall
   forthwith become void and there shall be no ability or
   obligation hereunder or thereunder on the part of any party
   to this Agreement.
   
          9.3  Amendment.  This Agreement may be amended by
   the parties to this Agreement at any time before or after
   approval hereof.  This Agreement or any agreement
   contemplated hereby may not be amended except by an
   instrument in writing signed on behalf of each of the
   parties thereto.
   
   
                         ARTICLE X
   
                  Investment Banking Fees
   
          10.1 Investment Banking Fees.  Vector and the Buyer
   each represent that, except as described in this Article X
   and Article XV, neither has employed any broker or agent or
   entered into any agreement for the payment of any fees or
   compensation to any other person, firm or corporation in
   connection with this transaction.
   
   
                         ARTICLE XI
   
              Indemnification and Contribution
   
          11.1  Indemnity.  Subject to the conditions set
   forth below, Vector agrees to indemnify and hold harmless
   the Buyer, its officers, directors, partners, employees,
   agents, and counsel, and each person, if any, who controls
   the Buyer within the meaning of Section 15 of the 1933 Act
   or Section 20(a) of the 1934 Act, against any and all loss,
   liability, claim, damage, and expense whatsoever (which
   shall include, for all purposes of this Article XI, but not
   be limited to, attorneys' fees and any and all expense
   whatsoever incurred in investigating, preparing, or
   defending against any litigation, commenced or threatened,
   or any claim whatsoever and any and all amounts paid in
   settlement of any claim or litigation) as and when
   incurred, arising out of, resulting from, based upon, or in
   connection with any breach of any representation, warranty,
   covenant, or agreement of Vector contained in this
   Agreement.  The foregoing agreement to indemnify shall be
   in addition to any liability Vector may otherwise have,
   including liabilities arising under this Agreement and any
   Annex to this Agreement.  The Buyer agrees to indemnify and
   hold harmless Vector, its officers, directors, partners,
   employees, agents, and counsel and each person, if any, who
   controls Vector within the meaning of Section 15 of the
   1933 Act or Section 20(a) of the 1934 Act against any and
   all loss, liability, claim, damage, and expense whatsoever
   (which shall include, for all purposes of this Article XI,
   but not be limited to, attorneys' fees and any and all
   expense whatsoever incurred in investigating, preparing, or
   defending against any litigation, commenced or threatened,
   or any claim whatsoever and any and all amounts paid in
   settlement of any claim or litigation) as and when
   incurred, arising out of, resulting from, based upon, or in
   connection with any breach of any representation, warranty,
   covenant, or agreement of Buyer contained in this Agreement
   and any Annex to this Agreement.
   
          Except as otherwise agreed by the parties in
   Article X hereof, (i) Vector shall indemnify the Buyer for
   any broker's or finder's fees which may become payable as a
   result of any promise or contract which may have been made
   by Vector to or with any such broker or finder and (ii) the
   Buyer shall indemnify Vector for any broker's or finder's
   fees which may become payable as a result of any promise or
   contract which may have been made by the Buyer to or with
   any such broker or finder.
   
          11.2  Notice of Proceeding.  If any action is
   brought against Vector, the Buyer or any of their officers,
   directors, employees, agents or counsel, of any controlling
   persons (an "Indemnified Party" or, collectively,
   "Indemnified Parties"), in respect of which indemnity may
   be sought against the other party (the "Indemnifying
   Party") pursuant to the foregoing paragraph, such
   Indemnified Party or Parties shall promptly notify the
   Indemnifying Party in writing of the institution of such
   action (but the failure so to notify shall not relieve the
   Indemnifying Party from any liability it may have) and the
   Indemnifying Party shall promptly assume the defense of
   such action including the employment of counsel
   satisfactory to such Indemnified Party or Parties and
   payment of expenses.  Such Indemnified Party or Parties
   shall have the right to employ its or their own counsel in
   any such case, but the fees and expenses of such counsel
   shall be at the expense of such Indemnified Party or
   Parties, unless the employment of such counsel shall have
   been authorized in writing by the Indemnifying Party in
   connection with the defense of such action or the
   Indemnifying Party shall not have promptly employed counsel
   satisfactory to the Indemnified Party or Parties to have
   charge of the defense of such action or such Indemnified
   Party or Parties shall have reasonably concluded that there
   may be one or more legal defenses available to it or them
   or other indemnified parties which are different from or
   additional to those available to the Indemnifying Party, in
   any of which events such fees and expenses shall be borne
   by the Indemnifying Party and the Indemnifying Party shall
   not have the right to direct the defense of such action on
   behalf of the Indemnified Party or Parties.  Anything in
   this paragraph to the contrary notwithstanding, the
   Indemnifying Party shall not be liable for any settlement
   of any claim or action effected without its written
   consent.
   
          11.3  Contribution. To provide for just and
   equitable contribution if (i) an Indemnified Party makes a
   claim for indemnification pursuant to the language set
   forth in Sections 11.1 and 11.2 above, but it is found in a
   final judicial determination, not subject to further
   appeal, that such indemnification may not be enforced in
   such case, even though this Agreement expressly provides
   for indemnification in such case, or (ii) any Indemnified
   Parties seek contribution under the 1933 Act, the 1934 Act,
   or otherwise, then the parties shall contribute to any and
   all losses, liabilities, claims, damages and expenses
   whatsoever to which any of them may be subject, in
   accordance with the relative fault of the parties in
   connection with the facts which result in such losses,
   liabilities, claims, damages and expenses.  No persons
   guilty of a fraudulent misrepresentation within the meaning
   of Section 11(f) of the 1933 Act shall be entitled to
   contribution from any person who is not guilty of such
   fraudulent misrepresentation.
   
   
                        ARTICLE XII
   
                          Notices
   
          12.1 Notices.  Any notice given under this
   Agreement shall be deemed to have been given sufficiently
   if in writing and sent by registered or certified mail,
   return receipt requested and postage prepaid, by receipt
   confirmed facsimile transmission, or by tested Telex,
   telegram or cable addressed as follows:
   
          If to Vector:  
   
     Vector Aeromotive Corporation
     975 Martin Avenue        Green Cove Springs, Florida 32043
     Attention:  President
     
          If to the Buyer:    
     Tradelink International Limited
     c/o William L. Thompson,Jr., Esquire
     Thompson & Adams
     One Independent Drive, Suite 3131
     Jacksonville, Florida  32202
     Fax No. (904) 356-8009
   
   or to any other address or addresses which may hereafter be
   designated by any party by notice given in such manner. 
   All notices shall be deemed to have been given as of the
   date of receipt.
   
   
                        ARTICLE XIII
   
                      Confidentiality
   
          13.1 Confidentiality.  In connection with this
   Agreement, the Buyer acknowledges that it has received from
   Vector certain proprietary information, trade secrets,
   financial statements and supporting information, together
   with statistics, analyses, compilations, studies and other
   documents or records prepared by any person including the
   Buyer, its agents, advisors, affiliates or representatives
   (collectively, "Representatives") which contain or
   otherwise reflect or are generated from such information
   (collectively, the "Confidential Material").  The Buyer
   agrees that the Confidential Material has not and will not
   be used other than in connection with the purchase of the
   Shares. The Buyer has and will make all necessary and
   appropriate efforts to safeguard the Confidential Material
   from disclosure to anyone other than as permitted hereby. 
   Without the prior written consent of Vector, the Buyer will
   not, except as required by law, and will direct its
   representatives not to, disclose to any person the fact
   that the Confidential Material has been made available to
   the Buyer or that the Buyer has inspected any portion of
   the Confidential Material.  The term "person" as used in
   this Agreement shall be broadly interpreted to include
   without limitations any corporation, company, partnership
   and individual or group.
   
          In the event that the Buyer or any of its
   Representatives is requested or required (by oral question
   or request for information of documents in legal
   proceedings, interrogatories, subpoena, civil investigative
   demand or similar process) to disclose any information
   supplied to the Buyer in the course of its dealings with
   Vector or its Representatives, it is agreed that the Buyer
   will provide Vector with prompt notice of any request or
   requirement so that either the Buyer or Vector or both of
   them may seek an appropriate protective order and/or, by
   mutual written agreement, waive the Buyer's compliance with
   the provisions of this Agreement.  It is further agreed
   that if, in the absence of a protective order or receipt of
   a waiver, the Buyer or any of its Representatives is
   nonetheless, in the reasonable written opinion of its
   counsel, compelled to disclose information concerning
   Vector to any court or else stand liable for contempt or
   suffer other censure, the Buyer or such Representative may
   disclose such information to such court.  In any event, the
   Buyer will not oppose action by, and will cooperate with,
   Vector to obtain an appropriate protective order or other
   reliable assurance that confidential treatment will be
   accorded to such information.
   
          The term "Confidential Material" does not include
   information (i) which was known to the Buyer or that the
   Buyer had in its possession prior to the disclosure of
   confidential information by Vector hereunder, (ii) which
   becomes generally available to the public other than as a
   result of a disclosure by the Buyer or its Representatives,
   (iii) which becomes available to the Buyer on a non-confidential
 basis from a source other than Vector or its
   Representatives, provided that such source is not bound by
   a confidentiality agreement with Vector or its
   Representatives or otherwise prohibited from transmitting
   the information to the Buyer by a contractual, legal or
   fiduciary obligation, or (iv) which otherwise becomes known
   to the Buyer in a manner which does not violate the
   proprietary rights of Vector.
   
          Any of the Confidential Material shall be the
   property of Vector and, upon request of Vector, all such
   Confidential Material shall be returned to Vector or
   furnished to Vector without the Buyer retaining any copy
   thereof.
   
          It is further understood and agreed that money
   damages would not be a sufficient remedy for any breach of
   this Article XIII by the Buyer or its Representatives. 
   Vector shall be entitled to seek injunctive and any other
   such relief as may be necessary to enforce the terms of
   this Article XIII in the event of a breach by the Buyer or
   its Representatives.  Injunctive relief shall not be deemed
   to be exclusive remedy for the Buyer's breach of this
   Article XIII, but shall be in addition to all of the
   remedies available at law or equity to Vector.
   
   
                        ARTICLE XIV
   
                        Counterparts
   
          14.1 Counterparts.  This Agreement may be executed
   in any number of counterparts, each of which when executed
   and delivered shall be an original, but all of such
   counterparts shall constitute one and the same instrument.
   
   
                         ARTICLE XV
   
         Merger Clause and Costs, Fees and Expenses
   
          15.1 Merger Clause and Costs, Fees and Expenses. 
   This Agreement supersedes all prior agreements and
   understandings between the parties, and may not be changed
   or terminated orally, and no attempted change, termination
   or waiver of any of the provisions hereof shall be binding
   unless in writing and signed by the parties to this
   Agreement.  Vector and tradelink each shall pay its own
   expenses and Buyer's expenses incident to the preparation,
   execution and delivery of this Agreement and the
   consummation of the transactions described in this
   Agreement including, without limitation, all fees of
   counsel, accountants and other professional fees and
   expenses.
   
   
                        ARTICLE XVI
   
                        Severability
   
          16.1 Severability.  In the event that any provision
   of this Agreement is determined to be partially or wholly
   invalid, illegal or unenforceable, then such provision
   shall be deemed to be modified or restricted to the extent
   necessary to make such provision valid, binding and
   enforceable or, if such a provision cannot be modified or
   restricted in a manner so as to make such provision valid,
   binding and enforceable, then such provision shall be
   deemed to be excised from this Agreement and the validity,
   binding effect and enforceability of the remaining
   provisions of this Agreement shall not be affected or
   impaired in any manner.
   
   
                        ARTICLE XVII
   
                          Benefit
   
          17.1 Benefit.  The terms and conditions of this
   Agreement shall inure to the benefit of, and shall be
   binding upon, the successors and assigns of the parties to
   this Agreement, and the persons and entities referred to in
   Article XI who are entitled to indemnification or
   contribution and their respective successors, legal
   representatives and assigns and no other person shall have
   or be construed to have any legal or equitable right,
   remedy or claim under or in respect of or by virtue of this
   Agreement, the Loan Agreement, the Option Agreement or the
   Registration Rights Agreement or any provision in this
   Agreement or therein contained.
   
   
                       ARTICLE XVIII
   
                           Waiver
   
          18.1 Waiver.  The failure of any party to insist
   upon the strict performance of any of the provisions of
   this Agreement shall not be considered as a waiver of any
   subsequent default of the same or similar nature.  Time is
   of the essence in this Agreement.
   
   
                        ARTICLE XIX
   
                          Headings
   
          19.1 Headings.  The headings for the sections of
   this Agreement are inserted for convenience in reference
   only and shall not constitute a part hereof.
   
   
                         ARTICLE XX
   
               Survival; Effect of Knowledge
   
          20.1 Survival; Effect of Knowledge.  The respective
   agreements, representations, warranties, covenants and
   other statements of the Buyer and Vector set forth in this
   Agreement shall survive and remain in full force and effect
   for a period of one (1) year from the Closing, regardless
   of any investigation or inspection made on behalf of the
   Buyer or Vector.  The right to indemnification, payment of
   damages or other remedy based on representations,
   warranties, covenants, agreements and obligations in this
   Agreement or any Annex to this Agreement will not be
   affected by any investigation conducted with respect to, or
   any knowledge acquired (or capable of being acquired) at
   any time, whether before or after the execution and
   delivery of this Agreement or the Closing Date, with
   respect to the accuracy or inaccuracy of or compliance
   with, any such representation, warranty, covenant,
   agreement or obligation.  The waiver of any condition based
   on the accuracy of any representation or warranty, or on
   the performance of or compliance with any covenant,
   agreement or obligation, will not affect the right to
   indemnification, payment of damages, or other remedy based
   on such representation, warranties, covenants, agreements
   and obligations.
   
   
                        ARTICLE XXI
   
                       Governing Law
   
          21.1 Governing Law.  This Agreement shall be
   governed by and construed according to the laws of the
   State of Florida, without giving effect to conflict of
   laws.
   
          IN WITNESS WHEREOF, the parties to this Agreement
   have caused this Agreement to be executed the day and year
   first above written.
   
   
   THE BUYER:
   
   TRADELINK INTERNATIONAL LIMITED
   
   By:     /s/ T. J. Enright              
   Name:  T. J. Enright                   
   Title: President & General Manager     
   
   VECTOR:
   
   VECTOR AEROMOTIVE CORPORATION
   
   By:     /s/ David Peter Rose           
   Name:  David Peter Rose                
   Title: President                       
   
      
                    TABLE OF ATTACHMENTS
   
   Annex
   
   Section Reference
   
   Article and Description
   
   
   I
   Section 1.1(a)
   Option Agreement
   
   
   II
   Section 1.3(a)
   Registration Rights Agreement
   
   
   III
   Section 8.1(g)
   Shareholders Agreement
   
   
   IV
   Section 8.1(h)
   Debt Conversion and Preferred
   Stock Agreement Lamborghini
   Preferred Shares (ALSPA)
   
   
   
                 
   Debt Conversion and Preferred
   Stock Agreement Lamborghini
   Preferred Shares (ALUSA)
   
   
   V
   Section 8.1(i)
   Debt Forgiveness and Technology
   Agreement
   
   
   VI
   
   
   
   Exhibit
   Section 1.7 (a)
   
   
   
   Section Reference
   Loan and Security Agreement (with
   Note I and Note II attached)
   
   
   Article and Description
   
   
   A
   Section 3.1(d)
   Material Agreements
   
   
   B
   Section 3.1(e)
   Litigation
   
   
   C
   Section 3.1(g)
   Dividends, Distributions,
   Distributions and other material
   changes of the Company
   
   
   D
   Section 3.1(h)
   Commitments to issue Common
   Shares or Preferred Stock;  
   Cancellation of Certain Common  
   Shares
   
   
   E
   Section 3.1(i)
   Infringement Exceptions and
   License Agreement
   
   
   F
   Section 3.1(j)
   Environmental Liabilities
   
   
   G
   Section 3.1(l)
   Equipment Leases
   
   
   H
   Section 3.1(m)
   Labor Relations
   
   
   I
   Section 3.1(n)
   Miscellaneous Company Information
   
   
   J
   Section 3.1(q)
   Stop Orders
   
   
      
   
                         EXHIBIT A
   
                    Ref:  Section 3.1(d)
   
                    MATERIAL AGREEMENTS
   
        In addition, Vector has entered into the following
   material agreements:
   
    A.   Commercial Sublease, by and between Vector, as
         sublessee, and Lamborghini USA, Inc., as sublessor
   
   B.   Engine Development Program and Engine Purchase
   Agreement, by and between Vector and Automobili Lamborghini
   S.p.A.
   
   C.   Lease Agreement, by and between Vector and Clay County
   Port. Inc.
   
   D.   Agreement for corporate relations services with
   Corporate Relations Group, Inc.
   
   E.   Consulting Agreement with Broadleaf, Inc.
   
      
                         EXHIBIT B
   
                    Ref:  Section 3.1(e)
   
   
                         LITIGATION
   
   
   
   Termination of and Litigation against Mr. Wiegert
   
                        The litigation with Gerald Wiegert
   has been settled under terms of Settlement Agreement and
   Trademark Agreement drafted by legal counsel.
   
   Litigation By and Against Others
   
   Vector Aeromotive Corporation v. Tokai Bank of California
   (Case Number BC092534).
   
   Vector Aeromotive Corporation v. David Kostka (Case Number
   BC091267).
   
   Vector Aeromotive Corporation v. Barash & Hill, et al.
   (Case No. BC092390).
   
   Vector Aeromotive Corporation v. Vector Car (Case Number
   BC095298).
   
   James R. Negele v. Vector Aeromotive Corporation, Gerald A.
   Wiegert, Gerald A. Wiegert d/b/a Vehicle Design Force and
   Does 1-25, inclusive. 
   
   King & Associates and Thomas E. King, Jr. v. Vector
   Aeromotive Corporation, Gerald A. Wiegert and Does 1
   through 40 inclusive.
   
   James M. Porter v. Vector Aeromotive Corporation, Case No.
   0509919-016-236/628.
   
   In June 1994, Thomas E. King, an individual both in his
   name and under his "dba," "King and Associates" (the
   "Plaintiff"), filed a complaint against the Company in the
   Los Angeles County Superior Court. 
   
   Clay County Port, Inc. v. Vector Aeromotive Corporation
                        (Case No. 95-2335-CA)
   
   Jani-King of Florida, Inc. v. Vector Aeromotive
                        Corporation (Case No. 96-11499)
   
   Paramount Miller Graphics, Inc. v. Vector Aeromotive   Corporation
   
   Ron Tonkin Gran Turismo, Inc. v. Vector Aeromotive    
 Corporation (Case No. 9701-00160)
   
   
                          
   
                             
                         EXHIBIT C
   
                    Ref:  Section 3.1(g)
   
   
    DIVIDENDS, DISTRIBUTIONS, AND OTHER MATERIAL CHANGES
          OF THE COMPANY SINCE SEPTEMBER 30, 1996
   
   
   XXII.    Dividends:  NONE
   
   XXIII.   Changes to Articles or By-laws:  NONE.
   
   XXIV.    Stock Issued:
   
       V'Power Corporation           37,333,333 shares
       Corporate Resolutions Group           290,000 shares
       Abdo Corporation                      150,000 shares
       Joseph McKeever                        25,000 shares
   
   XXV.     Mortgage or Pledge of Assets:  NONE
   
   XXVI.    Sale of Assets:  NONE
   
   XXVII.   Loans, Advances, Guarantees:  NONE
   
   XXVIII.  Compensation Paid by Officers and Directors
               Outside of the Ordinary Course:  NONE
   
   XXIX.    Labor trouble:  NONE
   
   XXX.     Contracts in Excess of $50,000; NONE, other than the
               agreements described in Exhibit B to the Share
               Purchase Agreement and the Weigert settlement.
   
   XXXI.    Contracts Outside Ordinary Course of Business:  NONE
   
   XXXII.   Waiver of Material Rights:  NONE
   
      
                          EXHIBI D
   
                    Ref:  Section 3.1(h)
   
   
   COMMITMENTS TO ISSUE COMMON SHARES OR PREFERRED STOCK;
 CANCELLATION OF CERTAIN COMMON SHARES
   
            1990 "VCAR" warrants to purchase 400,000 shares
   of Common Stock were issued in a public offering in
   November of 1990.
   
            A Warrant to purchase 80,000 shares of Common
   Stock was issued to the underwriter of the 1990 offering.
   
            A Warrant to purchase 1,000,000 Shares of Common
   Stock was issued to Gerald A. Wiegert in 1990.
   
            Warrants to purchase 5,750,000 shares of Common
   Stock were issued in a public offering in August of 1991.
   
            Warrants to purchase 1,000,000 shares of Common
   Stock were issued to the underwriter of the 1991 offering.
   
            Warrants to purchase 300,000 shares of Common
   Stock were issued in 1992 pursuant to an investment banking
   agreement.
   
            Warrants to purchase an aggregate of 1,000,000
   shares were issued to certain officers, directors and
   employees of the Company during 1993.
   
            Warrants to purchase an aggregate of 420,000
   shares to persons currently unknown.
   
            The Company is committed to issue 175,000 shares
   of common stock to two unaffiliated parties as compensation
   for services rendered during March through September 1993.
   
            There are a total of 1,000,000 shares of Common
   Stock reserved for issuance under the Company's 1994
   Omnibus Stock Plan, of which options for 864,000 shares
   have been granted.  There are a total of 612,000 shares of
   common stock reserved for issuance under the Company's
   previously existing stock option plans, of which 268,000
   shares have been granted.
   
            There are a total of 100,000 shares of Common
   Stock reserved for issuance under the Company's Directors
   Stock Ownership Plan, 31,643 of which have been awarded
   through the fiscal year ended September 30, 1993.
   
            Options to purchase 500,000 shares of Common
   Stock were issued in 1995 to Corporate Resolutions Group
   Inc. and the Company is committed to issue 350,000 shares
   of Common Stock to such firm in return for services.
   
   
      
                         EXHIBIT E
   
                    Ref:  Section 3.1(i)
   
   
       INFRINGEMENT EXCEPTIONS AND LICENSE AGREEMENT
   
            The Company is engaged in disputes over use of
   the "Vector" trademark in:
   
                 Korea (Adam Opel Vectra)
                 Benelux Countries (Adam Opel Vectra)
                 Australia (Nissan Vectra)
   
            Gerald A. Wiegert claims in litigation with
   Vector an ownership interest in the "Avtec" mark and the
   "Vector" trademark, which claims the Company is contesting.
   
      
                         EXHIBIT F
   
                    Ref:  Section 3.1(j)
   
   
                 ENVIRONMENTAL LIABILITIES
   
   
                            NONE
   
   
      
                         EXHIBIT G
   
                    Ref:  Section 3.1(l)
   
               MACHINERY AND EQUIPMENT LEASES
   
   
                            NONE
   
   
      
   
                         EXHIBIT H
   
                    Ref:  Section 3.1(m)
   
   
                      LABOR RELATIONS
   
   
            None, except as described in Exhibit C.
   
   
      
                         EXHIBIT I
   
                    Ref:  Section 3.1(n)
   
   
             MISCELLANEOUS COMPANY INFORMATION
   
   I.  Directors and Officers:
   
       Directors:
   
            Sudjaswin E. L.
            Michael J. Kimberley
            D. Peter Rose
   
   
       Officers:
   
            D. Peter Rose       -    President
            None                -    Treasurer
            None                -    Secretary
   
   II. Compensation over $60,000 per year
   
       D. Peter Rose        $130,000
       
   
   III.     Power of Attorney:  NONE
   
   
      
                         EXHIBIT J
   
                    Ref:  Article III(q)
   
   
                        STOP ORDERS
   
   
            The Company was subject to a consent order issued
   by the State of New Jersey in 1988.
   
      
                                                    ANNEX I
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                     FORM OF OPTION AGREEMENT
    
   THIS OPTION HAS NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933, AS AMENDED, AND
          MAY BE OFFERED AND SOLD ONLY IF REGISTERED
          PURSUANT TO THE PROVISIONS OF THAT ACT OR
          IF, IN THE OPINION OF COUNSEL TO THE SELLER,
          AN EXEMPTION FROM REGISTRATION THEREUNDER IS
          AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
          ESTABLISHED TO THE SATISFACTION OF VECTOR.
   
   
                      OPTION AGREEMENT
   
   
            OPTION AGREEMENT, dated as of July 22, 1997, by
   and between TRADELINK INTERNATIONAL LIMITED, a Bahamian
   corporation (the "Optionee"), on the one hand, and VECTOR
   AEROMOTIVE CORPORATION, a Nevada corporation ("Vector") on
   the other.
   
            WHEREAS, effective as of July 22, 1997, the
   Optionee and Vector entered into a Share Purchase Agreement
   (the "Purchase Agreement") pursuant to which, among other
   things, the Optionee is to receive the right (the "Option")
   to purchase up to 60,000,000 Common Shares, par value $.01
   per share (the "Option Shares") of Vector pursuant to the
   terms of an option agreement; and
   
            WHEREAS, this option agreement (the "Option
   Agreement") constitutes the option agreement described in
   the Purchase Agreement;
   
            NOW, THEREFORE, in consideration of the
   agreements set forth below, the parties here agrees as
   follows:
   
            IV.  The Option.  Subject to the terms and
   conditions hereof, the Optionee is hereby granted the
   Option, at any time or from time to time commencing on the
   date of Option Agreement and at or before 5:00 P.M.,
   Eastern Time, on or before thirty (30) days following the
   Conversion Date, as defined in the Loan Agreement (as
   defined in the Purchase Agreement) (such period hereinafter
   the "Option Exercise Period"), but not thereafter, to
   subscribe for and purchase the Option Shares for a purchase
   price of One Million Two Hundred Fifty Thousand Dollars
   ($1,250,000). (the "Option Exercise Price").  If the rights
   represented hereby shall not be exercised during the Option
   Exercise Period, this Option shall become and be void
   without further force or effect, and all rights represented
   hereby shall cease and expire.
   
            V.   Exercise of Option.  During the Option
   Exercise Period, the Optionee may exercise this Option upon
   presentation and surrender of this Option and upon payment
   of the Option Exercise Price for the Option Shares to be
   purchased to Vector at the principal office of Vector or to
   any officer or director of Vector.  Upon exercise of this
   Option, the form of election hereinafter provided must be
   duly executed and the instructions for registration of the
   Option Shares acquired by such exercise must be completed
   and so delivered with this Option to Vector.  On exercise
   of this Option, unless (i) Vector receives an opinion from
   counsel satisfactory to it that such a legend is not
   required in order to assure compliance with the Securities
   Act of 1933, as amended (the "1933 Act"), or any applicable
   state securities laws, or (ii) the Option Shares are
   registered under the 1933 Act, each certificate for Option
   Shares issued hereunder shall bear a legend reading
   substantially as follows:
   
       This option has not been registered under the
          Securities Act of 1933, as amended, and may be
          offered and sold only if registered pursuant to
          the provisions of that Act or if, in the opinion
          of counsel to the seller, an exemption from
          registration thereunder is available, the
          availability of which must be established to the
          satisfaction of Vector.
   
   The foregoing legend may be removed with respect to any
   Option Shares sold upon registration or sold pursuant to an
   exemption from registration including the exemption, for
   sales made in accordance with Rule 144 promulgated under
   the 1933 Act, provided Vector receives an opinion from
   counsel satisfactory to it that such legend may be removed.
   
            VI.  Assignment.  Subject to the terms contained
   herein, this Option may be assigned by the Optionee in
   whole or in part by execution by the Optionee of the form
   of assignment attached to this Agreement.  In the event of
   any assignment, Vector, upon request and upon surrender of
   this Option by the Optionee at the principal office of
   Vector accompanied by payment of all transfer taxes, if
   any, payable in connection therewith, shall transfer this
   Option on the books of Vector.  If the assignment is in
   whole, Vector shall execute and deliver a new Option or
   Options of like tenor to this Option to the appropriate
   assignee expressly evidencing the right to purchase the
   aggregate number of Option Shares purchasable hereunder;
   and if the assignment is in part, Vector shall execute and
   deliver to the appropriate assignee a new Option or Options
   of like tenor expressly evidencing the right to purchase
   the portion of the aggregate number of Option Shares as
   shall be contemplated by any such assignment, and shall
   concurrently execute and deliver to the Optionee a new
   Option of like tenor to this Option evidencing the right to
   purchase the remaining portion of the Option Shares
   purchasable hereunder which have not been transferred to
   the assignee.
   
            VII. Transfer of Option.  The Optionee, by
   acceptance hereof, agrees that, before any transfer is made
   of all or any portion of this Option, the Optionee shall
   give written notice to Vector at least 15 days prior to the
   date of such proposed transfer, which notice shall specify
   the identity, address and affiliation, if any, of such
   transferee.  No such transfer shall be made unless and
   until Vector has received an opinion of counsel for Vector
   or for the Optionee stating that no registration under the
   1933 Act or any state securities law is required with
   respect to such disposition or a registration statement has
   been filed by Vector and declared effective by the
   Securities and Exchange Commission covering such proposed
   transfer and the Option and/or the Option Shares have been
   registered under appropriate state securities laws.
   
            VIII.     Share Dividends, Reclassification,
   Reorganization Provisions.
   
                      (i)  If, prior to the expiration of
   this Option by exercise or by its terms, Vector shall issue
   any of its Common Shares as a share dividend or subdivide
   the number of outstanding Common Shares into a greater
   number of shares then, in either of such cases, the Option
   Exercise Price per share purchasable pursuant to this
   Option in effect at the time of such action shall be
   proportionately reduced and the number of Option Shares
   purchasable pursuant to this Option shall be
   proportionately increased; and conversely, if Vector shall
   reduce the number of outstanding Common Shares by combining
   such shares into a smaller number of shares then, in such
   case, the Option Exercise Price per share purchasable
   pursuant to this Option in effect at the time of such
   action shall be proportionately increased and the number of
   Option Shares at that time purchasable pursuant to this
   Option shall be proportionately decreased.  If Vector
   shall, at any time during the life of this Option, declare
   a dividend payable in cash on its Common Shares and shall
   at substantially the same time offer to its shareholders a
   right to purchase new Common Shares from the proceeds of
   such dividend or for an amount substantially equal to the
   dividend, all Common Shares so issued shall, for the
   purpose of this Option, be deemed to have been issued as a
   share dividend.  Any dividend paid or distributed upon
   Common Shares in shares of any other class of securities  
   convertible into Common Shares shall be treated as a
   dividend paid in Common Shares to the extent that Common
   Shares are issuable upon the conversion thereof.
   
                      (ii) If, prior to the expiration of
   this Option by exercise or by its terms, Vector shall be
   recapitalized by reclassifying its outstanding Common
   Shares, or Vector or a successor corporation shall
   consolidate or merge with or convey all or substantially
   all of its or any successor corporation's property and
   assets to any other corporation or corporations (any such
   corporation being included within the meaning of the term
   "successor corporation" used above in the event of any
   consolidation or merger of any such corporations with, or
   the sale of all or substantially all of the property of any
   such corporation, to another corporation or corporations),
   the Optionee shall thereafter have the right to purchase,
   upon the basis and upon the terms and conditions and during
   the time specified in this Option, in lieu of the Option
   Shares theretofore purchasable upon the exercise of this
   Option, such shares, securities or assets as may be issued
   or payable with respect to, or in exchange for, the number
   of Option shares theretofore purchasable upon the exercise
   of this Option had such recapitalization, consolidation,
   merger or conveyance not taken place and, in any such
   event, the rights of the Optionee to an adjustment in the
   number of Option shares purchasable upon the exercise upon
   this Option as herein provided shall continue and be
   preserved in respect of any shares, securities or assets
   which the Optionee becomes entitled to purchase.
   
                      (iii)     If, (i) Vector shall take a
   record of holders of its Common Shares for the purpose of
   entitling them to receive a dividend payable otherwise than
   in cash, or any other distribution in respect of the Common
   shares (including cash), pursuant to, without limitation,
   any spin-off, split-off, or distribution of Vector's
   assets; or (ii) Vector shall take a record of the holders
   of its Common Shares for the purpose of entitling them to
   subscribe for or purchase any shares of any class or to
   receive any other rights; or (ii) in the event of any
   classification, reclassification or other reorganization of
   the securities which Vector is authorized to issue,
   consolidation or merger by Vector with or into another
   corporation, or conveyance of all or substantially all of
   the assets of Vector; or (iv) in the event of any voluntary
   or involuntary dissolution, liquidation or winding up of
   Vector; then, and in any such case, Vector shall mail to
   the Optionee, at least 30 days prior thereto, a notice
   stating the date or expected date on which a record is to
   be taken for the purpose of such dividend, distribution or
   rights, or the date on which such classification,
   reclassification, reorganization, consolidation, merger,
   conveyance, dissolution, liquidation or winding up, as the
   case may be, will be effected.  Such notice shall also
   specify the date or expected date, if any is to be fixed,
   as to which holders of Common Shares of record shall be
   entitled to participate in such dividend, distribution or
   rights, or shall be entitled to exchange their Common
   Shares or securities or other property deliverable upon
   such classification, reclassification, reorganization,
   consolidation, merger, conveyance, dissolution, liquidation
   or winding up, as the case may be.
   
                      (iv) If Vector, at any time while this
   Option shall remain unexpired and unexercised in whole or
   in part, shall sell all or substantially all of its
   property, dissolve, liquidate or wind up its affairs, the
   Optionee may thereafter receive upon exercise hereof, in
   lieu of each Option Share which it would have been entitled
   to receive, the same kind and amount of any securities or
   assets as may be issuable, distributable or payable upon
   any such sale, dissolution, liquidation or winding up with
   respect to each Common Shares of Vector purchased upon
   exercise of this Option.
   
            IX.  Reservation of Shares Issuable on Exercise
   of Option.  At all times during the Option Exercise Period,
   Vector will reserve and keep available out of its
   authorized Common Shares, solely for issuance upon the
   exercise of this Option, such number of Common Shares and
   other securities as from time to time may be issuable upon
   exercise of this Option.
   
            X.   Request to Transfer Agent.  On exercise of
   all or any portion of this Option, Vector shall, within ten
   days of the receipt of good and clean funds for the
   purchase of any or all of the Option Shares, advise its
   Transfer Agent and Registrar of the required issuance of
   the number of Option Shares and the names in which such
   shares are to be registered pursuant to the exercise form
   attached to this Agreement.  Vector shall also execute and
   deliver any and all such further documents as may be
   requested by the Transfer Agent and Registrar for the
   purpose of effecting the issuance of Option shares upon
   payment therefor by the Optionee or any assignee.
   
            XI.  Loss, Theft, Destruction or Mutilation. 
   Upon receipt by Vector of evidence satisfactory to it (in
   the exercise of its reasonable discretion) of the ownership
   of and the loss, theft, destruction or mutilation of this
   Option, and the purchase by the Optionee of a lost security
   bond (or, if acceptable to Vector, the provision of a
   satisfactory indemnity from the Optionee) in an amount
   equal to or exceeding the total value of the Option Shares
   to be purchased hereunder, Vector will execute and deliver,
   in lieu thereof, a new Option of like tenor.
   
            XII. Optionee Not a Shareholder.  The Optionee or
   any other holder of this Option shall, as such, not be
   entitled by reason of ownership of this Option to any
   rights whatsoever of a shareholder of Vector.
   
            XIII.     Transfer Taxes.  The Optionee or its
   assignee(s) will pay all taxes in respect of the issue or
   transfer of this Option or the Option Shares issuable upon
   exercise hereof.
   
            XIV. Mailing of Notice.  All notices and other
   communications from Vector to the Optionee or from the
   Optionee to Vector shall be mailed by first class,
   certified mail, postage prepaid, or sent by receipt
   confirmed facsimile transmission, to the address furnished
   to each party in writing by the other party.
   
            XV.  Fractional Shares.  No fractional shares or
   scrip representing fractional shares shall be issued upon
   exercise of this Option.  With respect to any fraction of a
   share called for upon the exercise hereof, Vector shall
   issue to the Optionee at no extra cost another whole share
   for any fraction which is one-half or greater, and the
   Optionee shall forfeit the fractional share that is less
   than one-half of a share.
   
            XVI. Common Shares Defined.  Whenever reference
   is made in this Option to the issue or sale of Common
   Shares, the term "Common Shares" shall mean the voting
   Common Shares of Vector of the class authorized as of the
   date hereof and any other class of stock ranking on a party
   with such Common Shares.
   
            XVII.     Registration Rights.  The Optionee and
   Vector acknowledge their execution of a Registration Rights
   Agreement between the parties which provides, among other
   things, for certain registration rights which are for the
   benefit of the Optionee and any assignee(s).  Vector's
   agreements with respect to the registration rights will
   continue in effect regardless of the exercise or surrender
   of this Option by either the Optionee or any assignee(s).
   
            XVIII.    Opinion of Legal Counsel.  As a
   condition to the payment by Optionee of the Purchase Price
   specified in the Purchase Agreement, Vector shall deliver
   to Optionee at the Closing an opinion of its legal counsel
   in form and substance satisfactory to the Optionee and its
   counsel.
   
            XIX.      Purchase Agreement.  This Option is in
   addition to the Purchase Agreement and the rights of the
   Optionee under this Option and the Purchase Agreement are
   cumulative.
   
            XX.  Governing Law.  This Option shall be
   governed by, and construed in accordance with, the laws of
   the State of Florida.
   
            IN WITNESS WHEREOF, the parties have executed
   this Option Agreement on the day and year first above
   written.
   
   VECTOR:
   
   VECTOR AEROMOTIVE CORPORATION
   
   By:__________________________
   Name:                         
   Title:                         
   
   OPTIONEE:
   
   TRADELINK INTERNATIONAL LIMITED
                                By:_______________________________
   Name:                              
      Title:                             
FORM TO BE USED TO EXERCISE OPTION:
   
                       EXERCISE FORM
   
            The undersigned hereby elects irrevocably to exercise
   the within Option and to purchase ____________ Common Shares of
   Vector Aeromotive Corporation, called for hereby, and hereby
   makes payment of $________________ (at the rate of $.   per
   share) in payment of the Option Exercise Price pursuant hereto. 
   Please issue the shares as to which this Option is exercised in
   accordance with the instructions given below.
   ___________________________________
   Signature
   
   Date:___________________     
   
          INSTRUCTIONS FOR REGISTRATION OF SHARES:
   
   Register Shares in name of:_______________________________
                                (Print)
   Address:__________________________________
   
   FORM TO BE USED TO ASSIGN OPTION:
   
                         ASSIGNMENT
   
   For value received, _____________________________ does hereby
   sell, assign and transfer unto ___________________ the right to
   purchase _____________ Common Shares of Vector Aeromotive
   Corporation, evidenced by the within Option, and does hereby
   irrevocably constitute and appoint Vector Aeromotive Corporation
   and/or its Transfer Agent as attorney to transfer the same on
   the books of Vector Aeromotive Corporation with full power of
   substitution in the premises.
   _________________________________
   Signature
   
   Signature Guaranteed
   
   Date:___________________          
   
   NOTICE:  The signature to the form to exercise or form to assign
   must correspond with the name as written upon the face of the
   within Option in every particular without alteration or
   enlargement or any change whatsoever, and must be guaranteed by
   a  bank, other than a savings bank, or by a trust company or by
   a firm having membership on a registered national securities
      exchange.
                                                   ANNEX II
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
           FORM OF REGISTRATION RIGHTS AGREEMENT
      
               REGISTRATION RIGHTS AGREEMENT
   
   
            THIS REGISTRATION RIGHTS AGREEMENT dated as of
   July 22, 1997 between VECTOR AEROMOTIVE CORPORATION, a
   Nevada corporation (the "Company"), and TRADELINK
   INTERNATIONAL LIMITED, a Bahamian Company ("TIL").
   
            The parties agree as follows:
   
            Section 1.  Definitions.  For purposes of this
   Agreement:
   
            (a)  The terms "register," "registered," and
   "registration" refer to a registration effected by
   preparing and filing a registration statement or similar
   document in compliance with the Securities Act of 1933, as
   amended (the "Securities Act"), and the declaration or
   ordering of effectiveness of such registration statement or
   document;
   
            (b)  The term "Registrable Securities" means (i)
   the Shares, as defined under the Share Purchase Agreement,
   dated as of July 22, 1997, between the Company and TIL (the
   "Share Purchase Agreement")(the "Shares"), and (ii) any
   Common Shares of the Company issued as (or issuable upon
   the conversion or exercise of any warrant, right or other
   security which is issued as) a dividend or other
   distribution with respect to, or in exchange for or in
   replacement of, the Shares, in each case held by any Holder
   (as defined in clause (d) below);
   
            (c)  The number of shares of "Registrable
   Securities then outstanding" shall be equal to the number
   of Common Shares of the Company outstanding which are, and
   the number of Common Shares of the Company issuable
   pursuant to then exercisable or convertible securities
   which upon issuance would be, Registrable Securities;
   
            (d)  The term "Holder" or "Holders" means TIL and
   any of its successors or assigns which hold Registrable
   Securities; and
   
            (e)  The term "Closing Date" is used herein as
   defined in Article II of the Share Purchase Agreement.
   
            Section 2.  Demand Registration.
   
            (a)  If at any time on and after the Closing
   Date, the Company shall receive a written request from
   Holders of at least 25% of the Registrable Securities then
   outstanding that the Company file a registration statement
   under the Securities Act covering the registration of
   Registrable Securities held by them, then the Company
   shall, subject to the limitations of this Section 2, use
   its best efforts to effect within 90 days of such request
   or as soon as practicable thereafter, the registration
   under the Securities Act of all Registrable Securities
   which such Holders request to be registered, provided, that
   the filing of any registration statement which does not
   result in the effective registration of all of the
   Registrable Securities for which a demand has been made and
   the continuing effectiveness of such registration for an
   uninterrupted period of six (6) months from the initial
   effective date thereof, shall not be deemed to fulfill the
   Company's obligations under this Section 2(a).
   
            (b)  In addition to, and not in limitation of the
   foregoing, if the Company shall receive a written request
   from any of the Holders aforementioned in Section 2(a) that
   the Company file one or more post-effective amendments to
   the registration statement referred to therein so as to
   extend the effectiveness of such registration statement
   beyond the six-month period referred to in Section 2(a),
   then the Company shall use its best efforts to effect as
   soon as practicable the filing of any such post-effective
   amendment.
   
            (c)  In addition to, and not in limitation of the
   foregoing Sections 2(a) and 2(b), if at any time on and
   after the Closing Date and following the effective date of
   the registration statement referred to in Section 2(a), the
   Company shall receive a written request from Holders of at
   least 25% of the Registrable Securities then outstanding
   that the Company file a registration statement under the
   Securities Act covering the registration of Registrable
   Securities held by them, then the Company shall, subject to
   the limitations of this Section 2, use its best efforts to
   effect within 90 days of such request or as soon as
   practicable thereafter, the registration under the
   Securities Act of all Registrable Securities which such
   Holders request to be registered, 
   and to file as soon as practicable any and all
 post-effective amendments thereto which may be requested by the
   aforementioned Holders.
   
            (d)  If the Holders intend to distribute the
   Registrable Securities covered by their request by means of
   an underwriting, they shall so advise the Company as a part
   of their request made pursuant to this Section 2.  The
   Holders shall (together with the Company as provided in
   Section 3) enter into an underwriting agreement in
   customary form with a mutually acceptable underwriter or
   underwriters.  Notwithstanding any other provision of this
   Section 2, if the managing underwriter advises the Holders
   in writing that marketing factors require a limitation of
   the number of shares to be underwritten, then the number of
   shares of Registrable Securities of the Holders that may be
   included in the underwriting shall be so limited pro rata.
   
            (e)  The Company shall be obligated to effect one
   registration pursuant to Section 2(a) in accordance with
   the terms thereof.  The Company shall be obligated to file
   as many post-effective amendments pursuant to Section 2(b)
   and to effect as many registrations pursuant to Section
   2(c) as may be requested by Holders in accordance
   therewith.
   
            Section 3.  "Piggyback" Rights.  For a period of
   three years from the Closing Date, and if (but without any
   obligation to do so) the Company proposes to register any
   of its Common Shares under the Securities Act in connection
   with the public offering of such Common Shares for cash
   proceeds payable in whole or in part to the Company (other
   than with respect to a Registration Statement filed on Form
   S-8 or Form S-4 or such other similar form then in effect
   under the Securities Act), the Company shall, at such time,
   promptly give the Holders written notice of such
   registration (at the respective addresses of the Holders
   appearing in the Company's records).  Upon the written
   request of any Holder given within 20 days after giving of
   such notice by the Company, the Company shall, subject to
   the provisions of Section 7, cause to be registered under
   the Securities Act all of the Registrable Securities that
   such Holder has requested to be registered; provided,
   however, if the managing underwriter of the public offering
   of shares proposed to be registered by the Company advises
   the Holders in writing that marketing factors require a
   limitation of the number of shares to be underwritten, then
   the number of shares of Registrable Securities of the
   Holders that may be included in the underwriting shall be
   so limited pro rata.
   
            Section 4.  Registration Procedure.  Whenever
   required under this Agreement to effect the registration of
   any Registrable Securities, the Company shall, as
   expeditiously as is reasonably possible:
   
            (a)  Prepare and file with the SEC a registration
   statement with respect to such Registrable Securities and
   use its best efforts to cause such registration statement
   to become and remain effective and maintain the
   qualifications referred to in Section 4(d) below for such
   period as may be necessary for the selling Holders to
   dispose of the Registrable Securities being offered for
   sale.
   
            (b)  Prepare and file with the SEC such
   amendments and supplements to such registration statement
   and the prospectus used in connection with such
   registration statement as may be necessary to comply with
   the provisions of the Securities Act.
   
            (c)  Furnish to the Holders of the Registrable
   Securities covered by such registration statement     such
   number of copies of a prospectus, including a preliminary
   prospectus, in conformity with the     requirements of the
   Securities Act, and such other documents as they may
   reasonably request in order to facilitate the disposition
   of the Registrable Securities owned by them.
   
            (d)  Use its best efforts to register and qualify
   the securities covered by such registration statement under
   such jurisdictions as shall be reasonably requested by the
   Holders, provided that the Company shall not be required in
   connection therewith or as a condition thereto to qualify
   to do business or to file a general consent to service of
   process in any such jurisdiction but the Company may be
   required to file a consent to service substantially in the
   form of the Uniform Consent to Service of Process Form U-2.
   
            (e)  In the event of any underwritten public
   offering, enter into and perform its obligations under an
   underwriting agreement, in usual and customary form, with
   the managing underwriter of such offering.  Each selling
   Holder participating in such underwriting shall also enter
   into and perform its obligations under such an agreement.
   
            (f)  Notify each holder of Registrable Securities
   covered by such registration statement, at any time when a
   prospectus relating thereto covered by such registration
   statement is required to be delivered under the Securities
   Act, of the happening of any event as a result of which the
   prospectus included in such registration statement, as then
   in effect, includes an untrue statement of a material fact
   or omits to state a material fact required to be stated
   therein or necessary to make the statements therein not
   misleading in the light of the circumstances then existing.
   
            (g)  Furnish to each Holder requesting
   registration of Registrable Securities pursuant to this
   Agreement, on the date that such Registrable Securities are
   delivered to the underwriters for sale in connection with a
   registration pursuant to this Agreement, if such securities
   are being sold through underwriters, or, if such securities
   are not being sold through underwriters, on the date that
   the registration statement with respect to such securities
   becomes effective (i) an opinion, dated such date, of the
   counsel representing the Company for the purposes of such
   registration, in form and substance as is customarily given
   to underwriters in an underwritten public offering
   addressed to the underwriters, if any, and to the Holders
   requesting registration of Registrable Securities and (ii)
   a letter dated such date, from the independent certified
   public accountants of the Company, in form and substance as
   is customarily given by independent certified public
   accountants to underwriters in an underwritten public
   offering, addressed to the underwriters, if any, and to the
   Holders requesting registration of Registrable Securities.
   
            Section 5.  Furnish Information.  The selling
   Holders shall promptly furnish to the Company in writing
   such reasonable information regarding themselves, the
   Registrable Securities held by them, and the intended
   method of disposition of such securities as shall be
   required to effect the registration of their Registrable
   Securities.
   
            Section 6.  Expenses of Registration.  All
   expenses, other than underwriting discounts, relating to
   Registrable Securities incurred in connection with
   registration, filing or qualification pursuant to Section
   2(a) and Section 3 of this Agreement, including (without
   limitation) all registration, filing and qualification
   fees, printers' bills, mailing and delivery expenses,
   accounting fees, and the fees and disbursements of counsel
   for the Company and the Holders shall be borne by the
   Company.  All of the foregoing expenses relating to the
   Registrable Securities incurred in connection with
   registration, filing or qualification pursuant to Section
   2(b) or 2(c) of this Agreement shall be borne by the
   Holders requesting the relevant post-effective amendment or
   registration.
   
            Section 7.  Indemnification and Contribution.  In
   the event any Registrable Securities are included in a
   registration statement under this Agreement:
   
            (a)  To the extent permitted by law, the Company
   will indemnify and hold harmless each Holder, the officers
   and directors of each Holder, any underwriter (as defined
   in the Securities Act) for such holder, and each person, if
   any, who controls such Holder or underwriter within the
   meaning of the Securities Act or the Securities Exchange
   Act of 1934 (the "Exchange Act"), against any losses,
   claims, damages, or liabilities (joint or several) to which
   they may become subject under the Securities Act, the
   Exchange Act or other federal or state law, insofar as such
   losses, claims, damages, or liabilities (or actions in
   respect thereto) arise out of or are based upon any untrue
   statement or alleged untrue statement of a material fact
   contained in such registration statement, including any
   preliminary prospectus or final prospectus contained
   therein or any amendments or supplements thereto, or arise
   out of or are based upon the omission or alleged omission
   to state therein a material fact required to be stated
   therein or necessary to make the statements therein not
   misleading; and the Company will reimburse each such
   Holder, officer or director, underwriter or controlling
   person for any legal or other expenses reasonably incurred
   by them in connection with investigating or defending any
   such loss, claim, damage, liability, or action; provided,
   however, that the indemnity agreement contained in this
   Section 7(a) shall not apply to amounts paid in settlement
   of any such loss, claim, damage, liability, or action if
   such settlement is effected without the consent of the
   Company (which consent shall not be unreasonably withheld),
   nor shall the Company be liable in any such case for any
   such loss, claim, damage, liability, or action to the
   extent that it arises out of or is based upon an untrue
   statement or alleged untrue statement or omission or
   alleged omission made in such registration statement,
   preliminary prospectus or final prospectus or any amendment
   or supplement thereto in reliance upon and in conformity
   with written information furnished expressly for use in
   connection with such registration by any such Holder,
   underwriter or controlling person; provided, further,
   however, that if any losses, claims, damages or liabilities
   arise out of or are based upon any untrue statement,
   alleged untrue statement, omission or alleged omission
   contained in any preliminary prospectus, and made in
   reliance upon and in conformity with written information
   furnished by such Holder expressly for use therein, which
   did not appear in the final prospectus, the Company shall
   not have any such liability with respect thereto to such
   Holder, any person who controls such Holder within the
   meaning of the Securities Act, or any director of such
   Holder, if such Holder delivered a copy of the preliminary
   prospectus to the person alleging such losses, claims,
   damages or liabilities and failed to deliver a copy of the
   final prospectus, as amended or supplemented if it has been
   amended or supplemented, to such person at or prior to the
   written confirmation of the sale to such person, provided
   that such Holder had an obligation to deliver a copy of the
   final prospectus to such person; and
   
            (b)  To the extent permitted by law, each selling
   Holder will indemnify and hold harmless the Company, each
   of its directors, each of its officers who has signed the
   registration statement, each person, if any, who controls
   the Company within the meaning of the Securities Act, any
   underwriter and any other Holder selling securities in such
   registration statement or any of its directors or officers
   or any person who controls such Holder or underwriter,
   against any losses, claims, damages or liabilities (joint
   or several) to which the Company or any such director,
   officers, controlling person, or underwriter or controlling
   person, or other such Holder or director, officer or
   controlling person may become subject, under the Securities
   Act, the Exchange Act or other federal or state law,
   insofar as such losses, claims, damages or liabilities (or
   actions in respect thereto) arise out of or are based upon
   any untrue statement or alleged untrue statement of a
   material fact contained in such registration statement,
   including any preliminary prospectus or final prospectus
   contained therein or any amendments or supplements thereto,
   or arise out of or are based upon the omission or alleged
   omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein
   not misleading, if the untrue statement or omission or
   alleged untrue statement or omission in respect of which
   such loss, claim, damage or liability is asserted was made
   in reliance upon and in conformity with written information
   furnished by such Holder expressly for use in connection
   with such registration; and each such Holder will reimburse
   any legal or other expenses reasonably incurred by the
   Company or any such director, officer, controlling person,
   underwriter or controlling person, or other Holder,
   officer, director, or controlling person in connection with
   investigating or defending any such loss, claim, damage,
   liability or action; provided, however, that the indemnity
   agreement contained in this Section 7(b) shall not apply to
   amounts paid in settlement of any such loss, claim, damage,
   liability or action, if such settlement is effected without
   the consent of the Holder (which consent shall not be
   unreasonably withheld); provided, further, that the maximum
   liability of any selling Holder under this Section 7(b) in
   regard to any registration statement shall in no event
   exceed the amount of the net proceeds received by such
   selling Holder from the sale of securities under such
   registration statement; provided, further, however, that if
   any losses, claims, damages or liabilities arise out of or
   are based upon an untrue statement, alleged untrue
   statement, omission or alleged omission contained in any
   preliminary prospectus which did not appear in the final
   prospectus, such seller shall not have any such liability
   with respect thereto to the Company, any person who
   controls the Company within the meaning of the Securities
   Act, any officer of the Company who signed the registration
   statement or any director of the Company, if the Company
   delivered a copy of the preliminary prospectus to the
   person alleging such losses, claims, damages or liabilities
   and failed to deliver a copy of the final prospectus, as
   amended or supplemented if it has been amended or
   supplemented, to such person at or prior to the written
   confirmation of the sale to such person, provided that the
   Company had an obligation to deliver a copy of the final
   prospectus to such person.
   
            (c)  Promptly after receipt by an indemnified
   party under this Section 7 of notice of the commencement of
   any action (including any governmental action), such
   indemnified party will, if a claim in respect thereof is to
   be made against any indemnifying party under this Section
   7, deliver to the indemnifying party a written notice of
   the commencement thereof, and the indemnifying party shall
   have the right to participate in and, to the extent the
   indemnifying party so desires, jointly with any other
   indemnifying party similarly notified, to assume the
   defense thereof with counsel mutually satisfactory to the
   parties.  An indemnified party shall have the right to
   retain its own counsel, however, the fees and expenses of
   such counsel shall be at the expense of the indemnified
   party, unless (i) the employment of such counsel has been
   specifically authorized in writing by the indemnifying
   party, (ii) the indemnifying party has failed to assume the
   defense and employ counsel, or (iii) the named parties to
   any such action (including any impleaded parties) include
   both the indemnified party and the indemnifying party, and
   the indemnified party shall have been advised by such
   counsel that there may be one or more legal defenses
   available to it which are different from or additional to
   those available to the indemnifying party (in which case
   the indemnifying party shall not have the right to assume
   the defense of such action on behalf of such indemnified
   party, it being understood, however, that the indemnifying
   party shall not, in connection with any one such action or
   separate but substantially similar or related actions in
   the same jurisdiction arising out of the same general
   allegations or circumstances, be liable for the reasonable
   fees and expenses of more than one separate firm of
   attorneys for all indemnified parties).  The failure to
   deliver written notice to the indemnifying party will not
   relieve it of any liability that it may have to any
   indemnified party under this Agreement.
   
            (d)  If the indemnification provided for in this
   Section 7 is unavailable or insufficient to hold harmless
   an indemnified party in respect of any losses, claims,
   damages or liabilities or actions in respect thereof
   referred to therein, then each indemnifying party shall in
   lieu of indemnifying such indemnified party contribute to
   the amount paid or payable by such indemnified party as a
   result of such losses, claims, damages, liabilities or
   actions in such proportion as is appropriate to reflect the
   relative fault of the Company, on the one hand, and selling
   Holders, on the other, in connection with the statements or
   omissions which resulted in such losses, claims, damages,
   liabilities or actions as well as any other relevant
   equitable considerations, including the failure to give any
   required notice.  The relative fault shall be determined by
   reference to, among other things, whether the untrue or
   alleged untrue statement of a material fact or the omission
   or alleged omission to state a material fact relates to
   information supplied by the Company, on the one hand, or by
   such selling Holders on the other, and the parties'
   relative intent, knowledge, access to information and
   opportunity to correct or prevent such statement or
   omission.  The parties hereto acknowledge and agree that it
   would not be just and equitable if contribution pursuant to
   this subparagraph (d) were determined by pro rata
   allocation (even if all of the selling Holders were treated
   as one entity for such purpose) or by any other method of
   allocation which does not take account of the equitable
   considerations referred to above in this subparagraph (d). 
   The amount paid or payable by an indemnified party as a
   result of the losses, claims, damages, liabilities or
   actions in respect thereof referred to above in this
   subparagraph (d) shall be deemed to include any legal or
   other expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any
   such action or claim.  Notwithstanding the provisions of
   this subparagraph (d), the amount the selling Holders shall
   be required to contribute shall not exceed the amount, if
   any, by which the total price at which the securities sold
   by each of them were offered to the public exceeds the
   amount of any damages which they would have otherwise been
   required to pay by reason of such untrue or alleged untrue
   statement or omission or alleged omission, or other
   violation of law.  No person guilty of fraudulent
   misrepresentation (within the meaning of Section 11(f) of
   the Securities Act) shall be entitled to contribution from
   any person who was not guilty of fraudulent
   misrepresentation.
   
            Section 8.  Miscellaneous.
   
            (a)  Binding Effect.  This Agreement shall be
   binding upon and shall inure to the benefit of the original
   parties to this Agreement and each person who becomes a
   party to this Agreement, and their respective heirs,
   personal representatives, successors and assigns.
   
            (b)  Notices.  Except as otherwise provided
   herein, any notice, consent or request to be given in
   connection with any term or provision of this Agreement
   shall be deemed to have been given sufficiently if sent by
   hand, registered or certified mail, postage prepaid,
   facsimile transmission or courier (next day delivery), to
   the Company or to TIL at its address as designated in, or
   from time to time pursuant to, Article XII of the Share
   Purchase Agreement.
   
            (c)  Integration.  This Agreement contains the
   entire agreement between the parties with respect to the
   transactions contemplated hereby and no party shall be
   bound by, nor shall any party be deemed to have made, any
   covenants, representations, warranties, undertakings or
   agreements except those contained in such entire Agreement. 
   The section and paragraph headings contained in this
   Agreement are for the reference purposes only and shall not
   affect in any way the meaning or interpretation of this
   Agreement.
   
            (d)  Counterparts.  This Agreement may be
   executed in one or more counterparts, each of which shall
   be deemed to be an original but all of which together shall
   constitute one and the same agreement.
   
            (e)  Amendment.  This Agreement may be amended,
   changed, waived or terminated only in writing by the
   Company and TIL.
   
            (f)  Governing Law.  This Agreement and the
   rights and remedies of the parties to this Agreement shall
   be governed by and construed in accordance with the laws of
   the State of New York.
   
            IN WITNESS WHEREOF, this Agreement has been
   executed effective as of the date first above written.
   
   VECTOR AEROMOTIVE CORPORATION
   
   By:    /s/ David Peter Rose             
     Name:    David Peter Rose             
     Title:   President                    
   
   
   TRADELINK INTERNATIONAL LIMITED
   
   
   By:   /s/ T. J. Enright                 
      Name:   T. J. Enright                 
      Title: President & General Manager    
   
      
                                                  ANNEX III
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
               FORM OF SHAREHOLDERS AGREEMENT
   
      
             SHAREHOLDERS AGREEMENT AND OPTION
   
       THIS SHAREHOLDERS AGREEMENT AND OPTION is made as of
   the 22nd day of July, 1997, by and among VECTOR AEROMOTIVE
   CORPORATION, a Nevada corporation (the "Corporation");
   TRADELINK INTERNATIONAL LIMITED, a corporation organized
   under the laws of The Bahamas ("Tradelink"); V'POWER
   CORPORATION, a corporation organized under the laws of The
   Bahamas ("V'Power").  The foregoing named corporations
   shall sometimes hereinafter collectively be referred to as
   the "Shareholders" or individually referred to as
   "Shareholder".
       WHEREAS, the Corporation is a corporation organized
   under and by virtue of the laws of the State of Nevada,
   with authorized capitalization of 600,000,000 shares of
   Common Stock, $.01 par value (the "Common Stock"), and
   5,000,000 shares of Preferred Stock, $.10 par value (the
   "Preferred Stock"); 
       WHEREAS, Tradelink and V'Power and their Affiliates
   each own or have an option or agreement to acquire the
   number of shares of Common Stock and Preferred Stock of the
   Corporation set opposite its name:
   
                      Common Stock        Preferred Stock
   Name               Number    Shares         Number    Shares 
   
   Tradelink                    60,000,000               None
   
   Tradelink Affiliates         None                None
            
   V'Power                 37,333,333               None
   
   V'Power Affiliates           None          1     5686
                                              2     4241
 WHEREAS, 10,000,000 shares (and none others) of Common
   Stock owned by V-Power have been registered with the
   Securities and Exchange Commission;
       WHEREAS, V'Power holds and owns one or more options to
   purchase an aggregate of -0- shares of Common Stock (the
   "V'Power Options"), and otherwise has no agreement or right
   to acquire directly or indirectly (through an affiliate or
   otherwise) other shares of Common Stock or the right to
   vote other shares of Common Stock.
       WHEREAS, Tradelink holds and owns one or more options
   to purchase an aggregate of 60,000,000 shares of Common
   Stock (the "Tradelink Options") and otherwise has no
   agreement or right to acquire directly or indirectly
   (through an affiliate or otherwise) shares of Common Stock
   or the right to vote shares of Common Stock;
       WHEREAS, the Corporation is a publicly held company
   with a high concentration of shares of Common Stock held by
   Tradelink and V'Power, the sale of the Common Stock of
   Tradelink or V'Power in the public market could have a
   detrimental financial affect on the Corporation and its
   remaining shareholders, the Shareholders desire to
   establish an effective, consistent and uniform system of
   management for the Corporation for a definite period of
   time, and the Shareholders desire to define the
   relationship between the Shareholders for the best
   interests of the Corporation and the Shareholders; and
       WHEREAS, the Shareholders therefore desire to provide
   for certain restrictive covenants on the Common Stock owned
   by them and V'Power has agreed to provide Tradelink an
   option to purchase its shares of Common Stock.
                    W I T N E S S E T H:
       That for and in consideration of the sum of Ten and
   no/100 Dollars ($10.00) paid by each of the parties to the
   other receipt of which hereby is acknowledged, and the
   mutual covenants contained in this Agreement, the parties
   do hereby mutually agree as follows:
       1.   Status of the Parties.  This Agreement is an
   agreement among shareholders of the Corporation pursuant to
   Section 78.365.3, Nevada Business Corporation Act.
       2.   Preamble.  Each Shareholder represents and
   warrants that the statements in the Preamble relating to
   that Shareholder and to the Corporation are true and
   correct.  The Preamble is incorporated into this Agreement
   by this reference.
       3.   Fulfillment of this Agreement.  The Shareholders
   shall vote their shares of the Common Stock of the
   Corporation and take all other actions necessary for the
   fulfillment of the terms and provisions of this Agreement. 
       4.   Election of Directors.   For a period of ten (10)
   years after the date of this Agreement or, if Tradelink
   elects not to exercise the Tradelink Options to acquire
   60,000,000 shares of the Common Stock, for so long as any
   credit is outstanding under the Loan and Security Agreement
   dated the date hereof between Tradelink and Vector, the
   Shareholders shall vote their shares in each and every
   election of directors to elect persons designated by
   Tradelink up to a majority of the number of authorized
   directors of the Corporation.  Until full exercise of the
   Tradelink Options, V'Power will vote its shares against any
   merger, consolidation, sale of substantially all Vector's
   assets, liquidation or similar change in Vector's corporate
   existence or business unless the action is recommended for
   approval by the Board of Directors of Vector. The
   agreements in this Paragraph 4 shall terminate if at any
   time Tradelink uses its discretion under that certain Loan
   and Security Agreement with Vector dated the date of this
   Agreement to refrain from funding any Advance (as defined
   in such Loan and Security Agreement).  The agreements in
   this Paragraph 4 shall apply to voting of all shares of
   Common Stock, other than shares owned as set forth in this
   Agreement.
       5.   Restrictions on the Right to Transfer Shares.  No
   Shareholder shall have the right or power to sell, assign,
   transfer or otherwise dispose of any share or shares of the
   Common Stock, with or without consideration, except under
   the terms and conditions as set forth in this Paragraph 5.     
           (a) The restrictions contained in this
   Paragraph 5 shall be absolute other than a bona fide pledge
   of Common Stock in a loan transaction.
            (b)  The restrictions contained in this Paragraph
   5 shall terminate as to 30,000,000  shares of Common Stock
   owned by Tradelink one year from the date the shares are
   acquired of this Agreement.  The restrictions contained in
   this Paragraph 5  shall terminate as to  all other shares
   of Common Stock owned by Tradelink four years from the date
   the shares are acquired of this Agreement.  
            (c)  The restrictions contained in this Paragraph
   5 shall terminate as to all shares of Common Stock  owned
   by V'Power the earlier of the expiration of the Tradelink
   Options unexerciesd or four years  after the date of this
   Agreement.  In addition, the restrictions contained in this
   Paragraph 5 shall not apply to any shares of common stock
   owned by V'Power  that are sold, assigned or transferred to
   Tradelink or its assigns.
            (d)  The restrictions in this Paragraph 5 shall
   not apply to any sale of Common Stock  made in compliance
   with Rule 144A, 17 C.F.R. Section 230.144A, or pursuant to
   a Private Sale.  For purposes of of this subparagraph, the
   term "Private Sale" shall be the sale of Common Stock to
   fewer than five purchasers in the aggregate all of whom are
   accredited investors as the term is defined  Rule 501, 17
   C.F.R. Section 230.501, in a transaction relating to which
   there is  no general solicitation or advertising.
            (e)  The secretary of the Corporation shall in no
   event issue or reissue shares of Common Stock, nor transfer
   the ownership of shares of Common Stock on the register of
   the Corporation, except after proof of compliance with the
   terms and conditions of this Paragraph 5.
            (f)  The limitations and provisions of this
   Paragraph 5 shall apply whether or not the person or
   persons to whom any proposed sale or other disposition of
   shares of the Common Stock is to be made are shareholders
   of the Corporation at the time of such proposed sale or
   other disposition. 
            (g)  All stock certificates for the Common Stock
   issued or to be issued to the Shareholders shall bear on
   the face of such certificates the following restrictive
   legend, in addition to any other legend required by law,
   for as long as such Common Stock shall be subject to the
   terms of this Agreement:
            The encumbrance, pledge, assignment, sale,
               transfer or disposition of all or a part of
               these shares is restricted, and certain
               aspects of the management of the Corporation
               are governed or restricted, by the terms of
               a Shareholders Agreement dated as of July
               22, 1997, which may be examined in the
               office of the Corporation.  The Corporation
               will furnish without charge a copy of that
               Agreement to any shareholder upon request.
   
   Each Shareholder will submit each certificate for Common
   Stock owned by it to Vector for the placement of such
   legend on such certificate within ten (10) days after the
   date of this Agreement.
   
            (h)  Any owner of the Common Stock, by acceptance
   of such share of the Common Stock automatically shall be
   bound and subject to all the terms and provisions of this
   Agreement.  Any such owner of the Common Stock shall be
   deemed to be a Shareholder under the terms of this
   Agreement for all purposes, except such owner shall be
   entitled to notices and to the rights under this Agreement
   only if such owner joins in this Agreement and provides a
   proper address for notices.
            (i)  For purposes of this Paragraph 5, the term
   "owner" and the concept of ownership shall mean both
   beneficial owner and ownership and owner and ownership as
   recorded in the books of the Corporation. 
       6.   Option to Purchase Shares Owned by V'Power.
       THIS OPTION HAS NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
          OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO
          THE PROVISIONS OF THAT ACT OR IF, IN THE OPINION
          OF COUNSEL TO THE SELLER, AN EXEMPTION FROM
          REGISTRATION THEREUNDER IS AVAILABLE, THE
          AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE
          SATISFACTION OF VECTOR.
   
            (a)  The Market Option.  Subject to the terms and
   conditions of this Paragraph 6, Tradelink and its assigns
   are hereby granted and shall have an option (this "Market
   Option"), at any time or from time to time commencing on
   the date that is six (6) months from the date that
   Tradelink purchases Common Stock by exercise of the
   Tradelink Options (the "Commencement Date") and at or
   before 5:00 P.M., Eastern Time, on the date that is the
   forth university of the Commencement Date (the "Option
   Exercise Period"), but not thereafter, to purchase any and
   all of the Option Shares (as defined below) for the Option
   Exercise Price (as defined below).  The term "Option
   Shares" shall mean any and all shares of the Common Stock
   owned, directly or indirectly through any Affiliate, by
   V'Power at the time of any Option Notice (as defined
   below).  At the request of Tradelink or its assigns, the
   Option Shares shall be the Common Stock owned, directly or
   indirectly through any Affiliate, by V'Power that has been
   registered with the Securities and Exchange Commission
   under the Securities Act of 1933 (the 1933 Act"), which
   registration is current.  The term "Option Exercise Price"
   shall mean seventy percent (70%) of the average of the per
   share market prices (as defined below)  for the Common
   Stock on each of the last ten (10) trading days immediately
   preceding the last regular trading day  immediately
   preceding an Option Notice multiplied by the number of
   Option Shares specified for purchase in the Option Notice. 
   The term "market price" shall mean the average of the
   closing bid and ask price at the close of the applicable
   trading day.  An Option Notice shall be irrevocable unless
   the Shareholders otherwise agree.  If the rights
   represented hereby shall not be exercised during the Option
   Exercise Period, this Market Option shall become and be
   void without further force or effect, and all rights
   represented hereby shall cease and expire.
            (b)  Exercise of Market Option.  During the
   Option Exercise Period, Tradelink or its assigns may
   exercise this Market Option upon written notice to V'Power
   specifying the number of Option Shares to be purchased and
   the Option Exercise Price (the "Option Notice). Tradelink
   or its assigns shall deliver to V'Power the full Option
   Exercise Price for the number of Option Shares specified
   for purchase in the Option Notice within thirty (30) days
   after the Option Notice; and, simultaneously with such
   payment of the Option Exercise Price for the Option Shares
   to be purchased, V'Power shall deliver to Vector stock
   certificate(s) for the minimum number of shares specified
   for purchase in the Option Notice, with a stock power or
   other stock transfer form completed and duly executed and
   instructions for registration in the name of Tradelink or
   its assigns of the Option Shares so specified for purchase
   in the Option Notice.  In the event of the exercise of this
   Market Option in part only, Tradelink shall have the right
   at any time and from time to time to exercise this Market
   Option on one or more additional occasions until Tradelink
   shall have purchased the number of Option Shares
   purchasable under this Market Option as to which this
   Market Option has not been exercised.  On exercise of this
   Market Option, unless (i) Vector receives an opinion from
   counsel satisfactory to it that such a legend is not
   required in order to assure compliance with the 1933 Act or
   any applicable state securities laws or (ii) the Option
   Shares are registered under the 1933 Act, each certificate
   for Option Shares issued upon exercise of this Market
   Option shall bear a legend reading substantially as
   follows:
            These securities have not been registered
               under the Securities Act of 1933, as
               amended, and may be offered and sold only if
               registered pursuant to the provisions of
               that Act or if, in the opinion of counsel to
               the seller, an exemption from registration
               thereunder is available, the availability of
               which must be established to the
               satisfaction of Vector.
   
   The foregoing legend may be removed with respect to any
   Option Shares sold upon registration or sold pursuant to an
   exemption from registration including the exemption for
   sales made in accordance with Rule 144, 17 C.F.R. Section
   230.144, provided Vector receives an opinion from counsel
   satisfactory to it that such legend may be removed.
            (c)  Assignment.  Subject to the terms contained
   in this Market Option, this Market Option may be assigned
   by Tradelink in whole or in part by execution by Tradelink
   of the form of assignment attached to this Agreement.  In
   the event of any assignment, V'Power shall recognize an
   Option Notice from the assignee for the Option Shares
   designated in the assignment and instruct transfer of the
   Option Shares subject to such assignment as specified by
   the assignee.
            (d)  Share Dividends, Reclassification,
   Reorganization Provisions.
                 (i)  If, prior to the expiration of this
   Market Option by full exercise or by its terms and during
   any period in which the market price for Option Shares is
   calculated and thereafter until transfer of Option Shares
   pursuant to an exercise of this Market Option, Vector shall
   issue any of its Common Shares as a share dividend or
   subdivide the number of outstanding Common Shares into a
   greater number of shares, or Vector shall reduce the number
   of outstanding Common Shares by combining such shares into
   a smaller number of shares, in any such case, the Option
   Shares, the Option Exercise Price, the Option Notice and
   the other aspects of this Market Option shall be adjusted
   proportionately.  If Vector shall declare a dividend
   payable in cash on its Common Shares and shall at
   substantially the same time offer to its shareholders a
   right to purchase new Common Shares from the proceeds of
   such dividend or for an amount substantially equal to the
   dividend, all Common Shares so issued shall, for the
   purpose of this Market Option, be deemed to have been
   issued as a share dividend.  Any dividend paid or
   distributed upon Common Shares in shares of any other class
   of securities  convertible into Common Shares shall be
   treated as a dividend paid in Common Shares to the extent
   that Common Shares are issuable upon the conversion
   thereof.
                 (ii) If, prior to the expiration of this
   Market Option by exercise or by its terms, Vector shall be
   recapitalized by reclassifying its outstanding Common
   Shares, or Vector or a successor corporation shall
   consolidate or merge with or convey all or substantially
   all of its or any successor corporation's property and
   assets to any other corporation or corporations (any such
   corporation being included within the meaning of the term
   "successor corporation" used above in the event of any
   consolidation or merger of any such corporations with, or
   the sale of all or substantially all of the property of any
   such corporation, to another corporation or corporations),
   Tradelink shall thereafter have the right to purchase, upon
   the basis and upon the terms and conditions and during the
   time specified in this Market Option, in lieu of the Option
   Shares theretofore purchasable upon the exercise of this
   Market Option, such shares, securities or assets as may be
   issued or payable with respect to, or in exchange for, the
   number of Option Shares theretofore purchasable upon the
   exercise of this Market Option had such recapitalization,
   consolidation, merger or conveyance not taken place and, in
   any such event, the rights of Tradelink to an adjustment in
   the number of Option Shares purchasable upon the exercise
   upon this Market Option as herein provided shall continue
   and be preserved in respect of any shares, securities or
   assets which Tradelink becomes entitled to purchase.
            (e)  Request to Transfer Agent.  On exercise of
   all or any portion of this Market Option, Vector shall,
   within ten days of the receipt of certificates representing
   the Option Shares and other items required by subparagraph
   (b), advise its Transfer Agent and Registrar of the
   required transfer of the number of Option Shares specified
   and the names in which such shares are to be registered
   pursuant to the exercise of this Market Option.  Vector
   shall also execute and deliver any and all such further
   documents as may be requested by the Transfer Agent and
   Registrar for the purpose of effecting the transfer of
   Option Shares upon payment therefor by Tradelink or any
   assignee.
            (f)  Transfer Taxes.  Tradelink or its assigns
   will pay all taxes in respect of the issue or transfer of
   this Market Option or the Option Shares issuable upon
   exercise of this Market Option.
            (g)  Governing Law.  This Market Option shall be
   governed by, and construed in accordance with, the laws of
   the State of Florida, which is intended to be different
   than the other aspects of this Agreement except to the
   extent the other terms and conditions of this Agreement are
   construed as part of this Market Option.
       7.   Term.  This Agreement shall be for a term of ten
   (10) years from the date of this Agreement and shall remain
   in full force and effect for such period.
       8.   Prohibition of Purchase of Additional Shares. 
   The Shareholders agree for the Option Exercise Period that
   no additional shares of the Common Stock except upon
   exercise of an option identified in this Agreement shall be
   purchased by the Shareholders or their affiliates without
   the consent of the other Shareholders.
       9.   Binding Effect.  This Agreement shall be binding
   upon and shall operate for the benefit of the Shareholders, 
   the Corporation and their  successors and assigns.
       10   Remedies.
            (a)  In addition to any other remedy provided by
   law, any party to this Agreement shall be entitled to have
   specific performance of this Agreement ordered by a court
   of competent jurisdiction and, should any party be found to
   be in violation of this Agreement or to have refused to
   perform under this Agreement, all court costs, including a
   reasonable attorneys' fee (which shall include attorneys'
   fee for any appeal), shall be taxable against the party or
   parties found by the court to have violated this Agreement
   or to have refused to perform under this Agreement.
            (b)  In connection with any litigation in a trial
   or on appeal arising out of this Agreement, the prevailing
   party shall be entitled to recover attorneys fees and
   costs.
       11.  Severability.  The invalidity of one or more
   provisions of this Agreement or any part of this Agreement,
   all of which are inserted conditionally upon their being
   valid in law, shall not effect the validity of any other
   provisions of this Agreement.  In the event that any
   provisions contained in this Agreement are found to be
   unreasonable by any court of competent jurisdiction, then
   any such provisions that are found to be unreasonable shall
   be considered automatically reduced to the extent that, in
   the opinion of such court of competent jurisdiction, such
   provisions shall be reasonable.  In the event that any
   provisions contained in this Agreement shall be invalid in
   their entirety, this instrument shall be construed as if
   such invalid provisions had not been inserted.
       12.  Waiver of Breach.  The waiver of any party to
   this Agreement of any provision of this Agreement shall not
   operate or be construed as a waiver of any other or
   subsequent breach.
       13.  Notices.  Any notice required or permitted to be
   given under this Agreement shall be given in writing and
   mailed by registered or certified mail, return receipt
   requested, or by established overnight service to the other
   parties to this Agreement at the addresses stated below.
       Name                          Address
   
       Tradelink                c/o William L. Thompson, Jr.,
   Esquire
                                Thompson & Adams
                                One Independent Drive, Suite
   3131
                                Jacksonville, FL 32202
   
       
       V'Power                  Sandringham House
                                82 Shirley Street
                                Nassau, New Providence
                                The Bahamas
   
       With a copy to:               Harold S. Nathan,
   Esquire
                                Winthrop, Stimson, Putnam &
   Roberts
                                One Battery Park Plaza
                                New York, New York  10004-1490
                                Fax No. (212) 858-1500
   
   
   
   Changes in said addresses shall be made by notice pursuant
   to this Paragraph.
       14.  Applicable Law.  This Agreement shall be
   construed and enforced in accordance with the laws of the
   State of Nevada.
       15.  Definition of Affiliate.  The term "Affiliate"
   shall mean a person that directly or indirectly, through
   one or more intermediaries, controls, is controlled by or
   is under common control with another person and any
   officer, director, employee, agent, trustee with such other
   person or its affiliates as beneficiary of the trust,
   spouse, relative [first cousin or closer], including
   specifically without limitation, as the term relates to
   V'Power, Automobili Lamborghini, S.p.A. and Automobili
   Lamborghini U.S.A., Inc.
       IN WITNESS WHEREOF, the Shareholders have executed
   this Agreement as of the day and year first above written.
   VECTOR AEROMOTIVE CORPORATION
   
   By:    /s/ David Peter Rose          
   Name: David Peter Rose               
   
   TRADELINK INTERNATIONAL LIMITED
   
   By:     /s/ T. J. Enright            
   Name:   T. J. Enright                
   
   V'POWER CORPORATION
   
   By:  /s/ Sudjaswin E. L.             
   Name: Sudjaswin E. L.                
   
   
   
   
   
                                                   ANNEX IV
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                    FORM OF LAMBORGHINI 
       DEBT CONVERSION AND PREFERRED STOCK AGREEMENT
   
   
   
               AUTOMOBILI LAMBORGHINI, S.p.A.
   
            AUTOMOBILI LAMBORGHINI, U.S.A., INC.
      
       DEBT CONVERSION AND PREFERRED STOCK AGREEMENT
   
            This AGREEMENT dated as of July 22, 1997 is
   entered into by and between:
   
            1.   AUTOMOBILI LAMBORGHINI, S.p.A., a
   corporation incorporated under the laws of the Republic of
   Italy and having its principal address at Via Modena, 12,
   40019 Sant Agata Bolognese (BO), Italy (hereinafter
   referred to as "ALSPA").
   
            2.   VECTOR AEROMOTIVE CORPORATION, a company
   incorporated under the law of the State of Nevada, U.S.A.,
   having its principal office at 975 Martin Avenue, Green
   Cove Springs, Florida 32043 (hereinafter referred to as
   "Vector").
   
            Each of the above parties individually will be
   called a "Party", and collectively, the "Parties";
   
                          RECITALS
   
            WHEREAS, Vector is justly indebted to ALSPA in
   the principal amount of 
   $424,111.00 (the "Indebtedness"); and
   
            WHEREAS, Vector has authorized capitalization of
   600,000,000 shares of Common Stock, $.01 par value (the
   "Common Stock"), and 5,000,000 shares of Preferred Stock,
   $.10 par value (the "Preferred Stock"); and
   
            WHEREAS, ALSPA is willing to convert the
   Indebtedness to the Preferred Stock as described in this
   Agreement.
   
            NOW, THEREFORE THE PARTIES HEREBY AGREE AS
   FOLLOWS:
   
       XXI. Vector represents and warrants that it has
   authorized the issuance of 4,241 shares of Preferred Stock
   in the form attached to this Agreement as Exhibit "A" (the
   "Preferred Shares") and, subject to the terms of this
   Agreement (including without limitation Paragraph 7),
   hereby tenders the Preferred Shares to ALSPA.
   
       XXII.     In consideration of the issuance of the
   Preferred Shares in accordance with this Agreement, as full
   payment for the Preferred Shares, ALSPA hereby satisfies
   and cancels the Indebtedness.
   
       XXIII.    ALSPA represents and warrants that the
   Indebtedness includes and consists of all indebtedness,
   obligations, agreements and covenants of Vector to ALSPA
   involving the payment of money or property.  For purposes
   of this Section 3, the payment of property does not include
   the issuance of Preferred Stock of Vector.
   
       XXIV.     This Agreement shall be binding upon the
   successors and assigns of each Party.
   
       XXV. This Agreement shall be governed by and construed
   under the laws of the State of Florida, without regard to
   its principles of conflict of laws.
   
       XXVI.     This Agreement contains the entire
   understanding between the Parties relating to the subject
   matter of this Agreement, and all prior proposals,
   discussions and writings  between the Parties relating to
   the subject matter of this Agreement are superseded by this
   Agreement.
   
       XXVII.    The obligations of the Parties in Paragraphs
   1-3 of this Agreement shall become effective upon the
   execution by Tradelink International Limited ("Tradelink")
   of its option to acquire 60,000,000 shares of Vector's
   Common Stock pursuant to the Option Agreement dated as of
   July 22, 1997 (the "Effective Date").  Until the Effective
   Date or until the Tradelink option expires, ALSPA shall
   forbear any action to collect the Indebtedness.
   
       XXVIII.   None of the terms of this Agreement shall be
   deemed to be waived by either Party or amended unless such
   waiver or amendment be in writing and duly executed on
   behalf of the parties to be charged with such waiver or
   amendment by its authorized officer and unless such waiver
   or amendment cites specifically that it is a waiver or
   amendment to the terms of this Agreement.  The failure of
   either Party to insist strictly upon any of the terms or
   provisions of this Agreement shall not be deemed a waiver
   of any subsequent breach or default of the terms or
   provisions of this Agreement. 
   
       XXIX.     This Agreement may be executed in any number
   of counterparts, each of which when executed and delivered
   shall be an original, but all of such counterparts shall
   constitute one and the same instrument.
   
            IN WITNESS WHEREOF, the Parties have caused this
   Agreement to be executed by their duly authorized
   representatives as of the date and year first written
   above.
   
   VECTOR AEROMOTIVE CORPORATION                         
   
   By:   /s/ David Peter Rose          
   Title:   President                  
   
   Address for Notices:
   
   c/o William L. Thompson, Jr., Esquire
   Thompson & Adams
   One Independent Drive
   Suite 3131
   Jacksonville, FL 32202
   (904) 356-3131
   Fax: (904) 356-8009
   
   
      
AUTOMOBILI LAMBORGHINI, S.p.A.
   
   By:    /s/ Vittorio DiCupua          
   Title:   President                   
   
   Address for Notices:
   
   c/o Winthrop, Stimson, Putnam
    & Roberts
   One Battery Park Plaza
   New York, NY 10014
   Att:  Harold Nathan, Esq.
   (212) 858-1246
   Fax: (212) 858-1500
   
   
      
   
   
   
   Certificate NumberShares                   
              1                                               4241
   
   
   THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
   SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND
   SOLD ONLY  IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT
   ACT OR IF, IN THE OPINION OF COUNSEL TO THE SELLER, AN
   EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE
   AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE
   SATISFACTION OF VECTOR.
   
               VECTOR AEROMOTIVE CORPORATION
   
     INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
   
   AUTHORIZED TO BE ISSUED 10,000 SHARES OF SERIES A CUMULATIVE PREFERRED
   STOCK
                  PAR VALUE $.10 PER SHARE
   
       This Certifies that Automobili Lamborghini, S.p.A., a
   company authorized under the laws of the Republic of Italy, is
   the registered holder of FOUR THOUSAND TWO HUNDRED FORTY-ONE
   shares of the Series A Cumulative Preferred Stock of VECTOR
   AEROMOTIVE CORPORATION, fully paid and non-assessable,
   transferable only on the books of the Corporation by holder
   hereof in person or by Attorney upon surrender of this
   Certificate properly endorsed.  The voting powers, designations,
   preferences, limitations, restrictions, relative rights and
   other aspects of the Series A Cumulative Preferred Stock are set
   forth (i) in the Articles of Incorporation of the Corporation,
   which are incorporated in this Certificate as if fully set forth
   in this Certificate, and (ii) resolutions of the Board of
   Directors of the Corporation adopted July 22, 1997, which are
   incorporated in this Certificate as if fully set forth in this
   Certificate and (iii) additional provisions of Class A
   Cumulative Preferred Stock set forth in this Certificate.  The
   Corporation will furnish to each holder of Series A Cumulative
   Preferred Stock upon request without change a copy of the
   Articles of Incorporation and resolutions of the Board of
   Directors.
   
       In Witness Whereof, the said Corporation has caused this
   Certificate to be signed by its duly authorized officers and its
   Corporate Seal to be hereunto affixed this ____ day of   July
   A.D. 1997.
   
   __________________________________________________________________
                      Secretary                   President
   
         ADDITIONAL PROVISIONS OF CERTIFICATE FOR 
            SERIES A CUMULATIVE PREFERRED STOCK
   
       The Series A Cumulative Preferred Stock  shall be
   deemed to be issued simultaneously and shall be on equal
   parity as to all references,  powers and rights except as
   set forth in the written provisions of each series of
   Preferred Stock.  Each share of he Series A Cumulative
   Preferred Stock shall be issued for $100.00.  
   
       Dividends.  So long as any shares of Series A
   Cumulative Preferred Stock will be outstanding, the holders
   of the Series A Cumulative Preferred Stock will be entitled
   to receive cumulative preferential dividends accruing at
   the LIBOR Rate on the value of $100.00 per share, payable
   quarterly on the 1st day of March, June, September and
   December of each year, beginning December 1, 1997 (each
   date being called a "Dividend Payment Date"), the dividends
   to be cumulative and payable as allowed by the Nevada
   Business Corporation Act, Chapter 78, Nevada Revised
   Statutes, with respect to the quarterly dividend period (or
   portion of it) ending on the day preceding the respective
   Dividend Payment Date, fixed for that purpose by the Board
   in advance of payment of each particular dividend.  The
   LIBOR Rate shall mean the rate (rounded, if necessary, to
   the next higher 1/100 of 1%) for deposits in United States
   Dollars for a maturity of three months which appears on the
   Telerate Page 3750 at approximately 11:00 a.m. London time
   representing the offered side of dollar deposits in the
   London market two (2) London business days prior to the
   effective date of the applicable LIBOR Rate.  The LIBOR
   Rate shall be presumed to be the three months London
   Interbank Offered Rates as shown in the Wall Street Journal
   under "Money Rates" as long as such rates are published. 
   The LIBOR Rate will be fixed on the Original Issue Date and
   thereafter be changed at every Dividend Payment Date to be
   effective until the next Dividend Payment Date.  The 
   "Original Issue Date" means the first date on which the
   Corporation will issue any shares of Series A Cumulative
   Preferred Stock.  Dividends on the Series A Cumulative
   Preferred Stock shall be cumulative from the Original Issue
   Date (whether or not declared and whether or not in any
   dividend period or dividend periods there will be net
   profits or net assets of the Corporation legally available
   for the payment of those dividends).
   
       So long as any shares of Series A Cumulative Preferred
   Stock shall remain outstanding, the Corporation may not
   declare or pay any dividend, make a distribution, or
   purchase, acquire, redeem, or set aside or make monies
   available for a sinking fund for the purchase or redemption
   of, any shares of stock of the Corporation ranking junior
   to the Series A Cumulative Preferred Stock with respect to
   the payment of dividends or the distribution of assets on
   liquidation, dissolution or winding up of the Corporation
   including Common Stock, par value $.01, of the Corporation
   ("junior stock") (other than as a result of a
   reclassification of junior stock into another class of
   junior stock, or the exchange or conversion of one junior
   stock for or into another junior stock) unless (i) all
   dividends in respect of the Series A Cumulative Preferred
   Stock for all past dividend periods have been paid and such
   dividends for the current dividend period have been paid or
   declared and duly provided for, and (ii) all amounts in
   respect of the mandatory redemption of Series A Cumulative
   Preferred Stock pursuant to the terms of paragraph 5 below
   have been paid for all prior applicable periods and all
   amounts in respect of such mandatory redemption for the
   current applicable period have been paid or duly provided
   for.  Subject to the foregoing, and not otherwise, the
   dividends (payable in cash, stock or otherwise) as may be
   determined by the Board may be declared and paid on any
   junior stock from time to time out of any funds legally
   available, and the Series A Cumulative Preferred Stock will
   not be entitled to participate in any such dividends,
   whether payable in cash, stock or otherwise.
   
       Liquidation Rights.  In the event of any liquidation,
   dissolution or winding up of the Corporation, whether
   voluntary or involuntary, the holders of Series A
   Cumulative Preferred Stock then outstanding are entitled to
   be paid out of the assets of the Corporation available for
   distribution to its shareholders, whether such assets are
   capital, surplus or earnings, before any payment or
   declaration and setting apart for payment of any amount
   will be made in respect of any shares of any junior stock
   with respect to the payment of dividends or distribution of
   assets on liquidation, dissolution or winding up of the
   Corporation, an amount equal to $100 per share plus all
   accumulated and unpaid dividends (including a prorated
   quarterly dividend from the last Dividend Payment Date to
   the date of such payment) in respect of any liquidation,
   dissolution or winding up consummated.
   
       If upon any liquidation, dissolution or winding up of
   the Corporation, whether voluntary or involuntary, the
   assets to be distributed among the holders of Series A
   Cumulative Preferred Stock shall be insufficient to permit
   the payment to the shareholders of the full preferential
   amounts aforesaid, then the entire assets of the
   Corporation to be distributed shall be distributed ratably
   among the holders of Series A Cumulative Preferred Stock
   based on the full preferential amounts for the number of
   shares of Series A Cumulative Preferred Stock.
   
       A consolidation or merger of the Corporation with or
   into any other corporation or corporations in which the
   stockholders of the Corporation receive solely capital
   stock of the acquiring or surviving corporation (or of the
   direct or indirect parent corporation of the acquiring
   corporation), except for cash in lieu of fractional shares,
   will not be deemed to be a liquidation, dissolution, or
   winding up of the Corporation as those terms are used in
   this Certificate.
   
       Mandatory Redemption.  The Corporation will, at the
   redemption price equal to $100 per share plus an amount,
   payable in cash, equal to the sum of all accumulated and
   unpaid dividends per share (including a prorated quarterly
   dividend from the last Dividend Payment Date to the
   applicable Redemption Date) (the "Redemption Price"),
   redeem from any source of funds legally available therefor,
   the amount of shares of Series A Cumulative Preferred Stock
   outstanding on the date set forth on the Redemption
   Schedule attached to this Certificate.  Redemption Date
   shall be the date on which any shares of Series A
   Cumulative Preferred Stock are redeemed by the Corporation. 
   This Certificate shall be notice of this mandatory
   redemption on the dates specified on the Redemption
   Schedule, and any further notice is waived by acceptance of
   this Certificate.
   
       If the Corporation's records show there is more than
   one holder of Series A Cumulative Preferred Stock, the
   Corporation will effect the redemption pro rata according
   to the number of shares held by each holder of Series A
   Cumulative Preferred Stock shown on the books of the
   Corporation.  On or before the date fixed for redemption,
   each holder of Series A Cumulative Preferred Stock will
   surrender the certificate or certificates representing the
   shares of Series A Cumulative Preferred Stock to the
   Corporation and the Redemption Price for the shares will be
   paid in cash on the Redemption Date to the person whose
   name appears on the certificate or certificates as the
   owner, and each surrendered certificate will be canceled
   and retired.  In the event that less than all of the shares
   represented by any certificate are redeemed, a new
   certificate will be issued representing the unredeemed
   shares.
   
       Unless the Corporation defaults in the payment in full
   of the Redemption Price, dividends on the Series A
   Cumulative Preferred Stock called for redemption will cease
   to accumulate on the Redemption Date, and all rights of the
   holders of the shares redeemed will cease to have any
   further rights with respect to the shares on the Redemption
   Date, other than to receive the Redemption Price.
   
       Optional Redemption.  The Corporation may, at the
   option of the Board of Directors, redeem at any time from
   any source of funds legally available, in whole or in part,
   in any manner proscribed by the Board of Directors, any and
   all of the shares of Series A Cumulative Preferred Stock
   outstanding at the Redemption Price.
   
       Other Redemptions.  In the event that any Organic
   Change (as defined below) is to occur, any holder of Series
   A Cumulative Preferred Stock may require the Corporation to
   redeem, at the Redemption Price, all or any portion of the
   holder's shares of Series A Cumulative Preferred Stock
   immediately prior to the consummation of the Organic
   Change.  The Corporation will give written notice of any
   impending Organic Change, stating the substance and
   intended date of consummation of it not more than thirty
   (30) nor less than fifteen (15) days prior to the date of
   consummation thereof, to each holder of Series A Cumulative
   Preferred Stock.  Each such holder shall have fifteen (15)
   days (the "Notice Period") from the date of such notice to
   demand (by written notice mailed to the Corporation)
   redemption of all or any portion of the shares of Series A
   Cumulative Preferred Stock owned by such holder.  If by the
   expiration of the Notice Period any holders have so elected
   to demand redemption, the Corporation will give prompt
   written notice of such election (stating the total number
   of shares so demanded to be redeemed) to each other holder
   of Series A Cumulative Preferred Stock within five (5) days
   after the expiration of the Notice Period.  Each holder who
   has not demanded redemption will be afforded ten (10) days
   from the date of the notice to demand redemption of all or
   any portion of the holder's shares of Series A Cumulative
   Preferred Stock by mailing written notice of it to the
   Corporation.  Immediately prior to the consummation of the
   Organic Change, the Corporation will redeem all shares of
   Series A Cumulative Preferred Stock as to which redemption
   rights under this subparagraph (c)(i) have been exercised. 
   For purposes of this paragraph (v)(i), the term "Organic
   Change" means (A) any sale, lease, exchange or other
   transfer (other than the creation of security interests to
   secure financings, but including any foreclosures with
   respect to them) of all or substantially all of the
   property and assets of the Corporation (whether or not in
   the ordinary course of business) or (B) any merger or
   consolidation to which the Corporation is a party (other
   than a merger in which the Corporation will be the
   surviving corporation and, after giving effect to the
   merger, the holders of the Corporation's outstanding
   capital stock immediately preceding such merger will own
   shares possessing more than 50% of the voting power of the
   Corporation).
   
       If, at the time of any redemption arising from an
   Organic Change, the funds of the Corporation legally
   available for redemption of Series A Cumulative Preferred
   Stock are insufficient to redeem the number of shares
   required to be redeemed, those funds which are legally
   available will be used to redeem the maximum possible
   number of such shares, pro rata based upon the number of
   shares requested to be redeemed by the holders of it.  At
   any time thereafter when additional funds of the
   Corporation become legally available for the redemption of
   Series A Cumulative Preferred Stock, the funds will
   immediately be used to redeem the balance of the shares of
   Series A Cumulative Preferred Stock which the Corporation
   has become obligated to redeem as a result of an Organic
   Change, but which it has not redeemed; or, if a person
   other than the Corporation is the surviving or resulting
   corporation in any Organic Change, the person will, at the
   consummation of the Organic Change, redeem the balance of
   the shares of Series A Cumulative Preferred Stock (and the
   Corporation will so provide in its agreements with the
   person relating to the Organic Change).  Redemptions made
   as a result of an Organic Change will not relieve the
   Corporation of its obligation to redeem Series A Cumulative
   Preferred Stock otherwise as provided in this Certificate
   or the resolutions of the Board of Directors authorizing
   the Series A Cumulative Preferred Stock.
   
       Upon failure of the Corporation to comply with all the
   obligations to and agreements with the holders of Series A
   Cumulative Preferred Stock, the shares of stock represented
   by this Certificate shall, at the option of the holder, be
   immediately redeemable in full,  payable in cash, and if
   the Corporation will fail on demand to so redeem the same
   in full plus an amount equal to the sum of all accumulated
   and unpaid dividends per share (including a prorated
   quarterly dividend from the last Dividend Payment Date to
   the applicable Redemption Date), then the holder shall be
   entitled to require the liquidation of the Corporation in
   the order provided by law.
   
       Voting Rights.  Except as otherwise provided by law,
   the Articles of Incorporation of the Corporation or in this
   Certificate, the holders of Series A Cumulative Preferred
   Stock shall have no power to vote on any question or in any
   proceeding, or to be represented at or to receive notice of
   any meeting of the stockholders of the Corporation.
   
       If at any time or times, dividends payable on Series A
   Cumulative Preferred Stock have not been paid or declared
   and a sum sufficient for their payment set aside for a
   period of one and one-half years, then the holders of
   Series A Cumulative Preferred Stock, voting separately as a
   class, shall be entitled to elect two (2) directors of the
   Corporation as provided in the Articles of Incorporation of
   the Corporation.  The right to elect directors shall
   continue until dividends in default on Series A Cumulative
   Preferred Stock are paid in full or funds sufficient for
   their payment are set aside, and shall cease when the
   dividends are so paid or set aside, subject to future
   reactivation in the event of future defaults.  The
   directors so elected by the holders of Series A Cumulative
   Preferred Stock shall serve until the next annual meeting
   of the stockholders of the Corporation and until their
   respective successors are elected by the holders of Series
   A Cumulative Preferred Stock and have qualified.  Any
   director elected by the holders of Series A Cumulative
   Preferred Stock may be removed by the vote of a majority of
   the holders of Series A Cumulative Preferred Stock.  When
   the holders of Series A Cumulative Preferred Stock are
   divested of special voting power, the term of office of the
   persons elected as directors by the holders of Series A
   Cumulative Preferred Stock shall terminate.
   
       No Reissuance.  No Series A Cumulative Preferred Stock
   acquired by the Corporation by reason of redemption,
   purchase, or otherwise will be reissued, and all shares
   will be canceled, retired and eliminated from the shares
   which the Corporation will be authorized to issue.
   
       Notices.  All notices to the Corporation permitted
   here will be personally delivered or sent by first class
   mail, postage prepaid, addressed to its principal office
   located at 975 Martin Avenue, Green Cove Springs, Florida
   32043, Attention:  Treasurer, or to other address at which
   its principal office is located and as to which notice is
   similarly given to the holders of the Series A Cumulative
   Preferred Stock at their addresses appearing on the books
   of the Corporation.
   
       Costs.  In the event of any default by the Corporation
   of its obligations to or agreements with the holders of the
   Series A Cumulative Preferred Stock, the Corporation shall
   pay, in addition to all other amounts required to be paid
   to the holders of Series A Cumulative Preferred Stock, all
   costs associated with the enforcement of the rights and
   remedies of the holders of Series A Cumulative Preferred
   Stock, including without limitation reasonable attorneys
   fees and costs,  whether or not suit is instituted,
   including in trial, on appeal, bankruptcy proceedings or
   otherwise.
   
       Waiver.  No delay or omission on the part of any
   holder of the Series A Cumulative Preferred Stock in
   exercising any right of such holder shall operate as a
   waiver of such rights or any other rights of the holders of
   Series A Cumulative Preferred Stock.  No waiver of any
   rights shall be binding upon any holder of Series A
   Cumulative Preferred Stock unless in a writing signed by or
   authorized by such holder, and then only to the extent that
   this is set forth in such waiver.
   
       Jurisdiction.  The Corporation and each holder of
   Series A Cumulative Preferred Stock, by acceptance of the
   Series A Cumulative Preferred Stock, specifically
   authorizes any action brought upon the enforcement of
   Series A Cumulative Preferred Stock to be instituted and
   prosecuted in either the Circuit Court of Duval County,
   Florida, or the United States District Court in the Middle
   District of Florida; and the Corporation and each holder of
   the Series A Cumulative Preferred Stock hereby waives any
   plea of jurisdiction or venue as not being in Duval County,
   Florida, and consents to a transfer of jurisdiction and
   venue to the Circuit Court of Duval County, Florida, or the
   United States District Court for the Middle District of
      Florida upon request of any party. 
   
                         ASSIGNMENT
   
       For Value Received, the undersigned does hereby sell,
   assign and transfer unto
   __________________ Shares represented by the within Certificate, and does
   hereby irrevocably constitute and appoint
   ________________________________________________  Attorney
   to transfer the said Shares on the books of the Corporation
   with full power of substitution in the premises.
   
   Dated ____________________, 19__
   
   In presence of
                          
            SERIES A CUMULATIVE PREFERRED STOCK
   
                    REDEMPTION SCHEDULE
   
   
       Redemption Date                    Number of Shares
   
   May 1, 1998                                 50
     June 1, 1998                                   50
     July 1, 1998                                   50
     August 1, 1998                                 50
     September 1, 1998                              50
     October 1, 1998                           50
     November 1, 1998                          50
     December 1, 1998                          50
     January 1, 1999                           311
     February 1, 1999                          313
     March 1, 1999                                  315
     April 1, 1999                                  316
     May 1, 1999                               318
     June 1, 1999                                   319
     July 1, 1999                                   321
     August 1, 1999                                 323
     September 1, 1999                              324
     October 1, 1999                           326
     November 1, 1999                          327
     December 1, 1999                          328
     
          
     DEBT CONVERSION AND PREFERRED STOCK AGREEMENT
     
            This AGREEMENT dated as of July 22, 1997 is
     entered into by and between:
     
            1.   AUTOMOBILI LAMBORGHINI, U.S.A., INC., a
     corporation incorporated under the laws of Delaware and
     having its principal address at 7601 Centurion Parkway
     South, Jacksonville, Florida 32256 (hereinafter
     referred to as "ALUSA").
     
            2.   VECTOR AEROMOTIVE CORPORATION, a company
     incorporated under the law of the State of Nevada,
     U.S.A., having its principal office at 975 Martin
     Avenue, Green Cove Springs, Florida 32043 (hereinafter
     referred to as "Vector").
     
            Each of the above parties individually will
     be called a "Party", and collectively, the "Parties";
     
                        RECITALS
     
            WHEREAS, Vector is justly indebted to ALUSA
     in the principal amount of 
     $568,577.40 (the "Indebtedness"); and
     
            WHEREAS, Vector has authorized capitalization
     of 600,000,000 shares of Common Stock, $.01 par value
     (the "Common Stock"), and 5,000,000 shares of Preferred
     Stock, $.10 par value (the "Preferred Stock"); and
     
            WHEREAS, ALUSA is willing to convert the
     Indebtedness to the Preferred Stock as described in
     this Agreement.
     
            NOW, THEREFORE THE PARTIES HEREBY AGREE AS
     FOLLOWS:
     
       XXX. Vector represents and warrants that it has
     authorized the issuance of 5,686 shares of Preferred
     Stock in the form attached to this Agreement as Exhibit
     "A" (the "Preferred Shares") and, subject to the terms
     of this Agreement (including without limitation
     Paragraph 7), hereby tenders the Preferred Shares to
     ALUSA.
     
       XXXI.     In consideration of the issuance of the
     Preferred Shares in accordance with this Agreement, as
     full payment for the Preferred Shares, ALUSA hereby
     satisfies and cancels the Indebtedness.
     
       XXXII.    ALUSA represents and warrants that the
     Indebtedness includes and consists of all indebtedness,
     obligations, agreements and covenants of Vector to
     ALUSA involving the payment of money or property.  For
     purposes of this Section 3, the payment of property
     does not include the issuance of Preferred Stock of
     Vector.
     
       XXXIII.   This Agreement shall be binding upon the
     successors and assigns of each Party.
     
       XXXIV.    This Agreement shall be governed by and
     construed under the laws of the State of Florida,
     without regard to its principles of conflict of laws.
     
       XXXV.     This Agreement contains the entire
     understanding between the Parties relating to the
     subject matter of this Agreement, and all prior
     proposals, discussions and writings  between the
     Parties relating to the subject matter of this
     Agreement are superseded by this Agreement.
     
       XXXVI.    The obligations of the Parties in
     Paragraphs 1-3 of this Agreement shall become effective
     upon the execution by Tradelink International Limited
     ("Tradelink") of its option to acquire 60,000,000
     shares of Vector's Common Stock pursuant to the Option
     Agreement dated as of July 22, 1997 (the "Effective
     Date").  Until the Effective Date or until the
     Tradelink option expires, ALUSA shall forbear any
     action to collect the Indebtedness.
     
       XXXVII.   None of the terms of this Agreement
     shall be deemed to be waived by either Party or amended
     unless such waiver or amendment be in writing and duly
     executed on behalf of the parties to be charged with
     such waiver or amendment by its authorized officer and
     unless such waiver or amendment cites specifically that
     it is a waiver or amendment to the terms of this
     Agreement.  The failure of either Party to insist
     strictly upon any of the terms or provisions of this
     Agreement shall not be deemed a waiver of any
     subsequent breach or default of the terms or provisions
     of this Agreement. 
     
       XXXVIII.  This Agreement may be executed in any
     number of counterparts, each of which when executed and
     delivered shall be an original, but all of such
     counterparts shall constitute one and the same
     instrument.
     
            IN WITNESS WHEREOF, the Parties have caused
     this Agreement to be executed by their duly authorized
     representatives as of the date and year first written
     above.
     
     
     VECTOR AEROMOTIVE CORPORATION                       
     
     By:    /s/ David Peter Rose         
     Title:   President                  
     
     Address for Notices:            
     
     c/o William L. Thompson, Jr., Esquire
     Thompson & Adams
     One Independent Drive
     Suite 3131
     Jacksonville, FL 32202
     (904) 356-3131
     Fax: (904) 356-8009
     
     
     
     
     
     
     
     AUTOMOBILI LAMBORGHINI, U.S.A., INC.
     
     
     By:    /s/ Vittorio DiCupua       
     Title:     Chariman               
     
     Address for Notices:
     
     c/o Winthrop, Stimson, Putnam
      & Roberts
     One Battery Park Plaza
     New York, NY 10014
     Att:  Harold Nathan, Esq.
     (212) 858-1246
     Fax: (212) 858-1500
     
            
          
     Certificate NumberShares                
                2                         5686
     
     
     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED
     AND SOLD ONLY  IF REGISTERED PURSUANT TO THE PROVISIONS
     OF THAT ACT OR IF, IN THE OPINION OF COUNSEL TO THE
     SELLER, AN EXEMPTION FROM REGISTRATION THEREUNDER IS
     AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
     ESTABLISHED TO THE SATISFACTION OF VECTOR.
     
             VECTOR AEROMOTIVE CORPORATION
     
     INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
     
     AUTHORIZED TO BE ISSUED 10,000 SHARES OF SERIES A
     CUMULATIVE PREFERRED STOCK
     
                PAR VALUE $.10 PER SHARE
     
       This Certifies that Automobili Lamborghini,
     U.S.A., Inc., a company authorized under the laws of
     the State of Delaware, is the registered holder of FIVE
     THOUSAND THREE HUNDRED EIGHTY-EIGHT shares of the
     Series A Cumulative Preferred Stock of VECTOR
     AEROMOTIVE CORPORATION, fully paid and non-assessable,
     transferable only on the books of the Corporation by
     holder hereof in person or by Attorney upon surrender
     of this Certificate properly endorsed.  The voting
     powers, designations, preferences, limitations,
     restrictions, relative rights and other aspects of the
     Series A Cumulative Preferred Stock are set forth (i)
     in the Articles of Incorporation of the Corporation,
     which are incorporated in this Certificate as if fully
     set forth in this Certificate, and (ii) resolutions of
     the Board of Directors of the Corporation adopted July
     22, 1997, which are incorporated in this Certificate as
     if fully set forth in this Certificate and (iii)
     additional provisions of Class A Cumulative Preferred
     Stock set forth in this Certificate.  The Corporation
     will furnish to each holder of Series A Cumulative
     Preferred Stock upon request without change a copy of
     the Articles of Incorporation and resolutions of the
     Board of Directors.
     
       In Witness Whereof, the said Corporation has
     caused this Certificate to be signed by its duly
     authorized officers and its Corporate Seal to be
     hereunto affixed this ____ day of   July A.D. 1997.
     
     __________________________________________________________________
                      Secretary               President
     
       ADDITIONAL PROVISIONS OF CERTIFICATE FOR 
          SERIES A CUMULATIVE PREFERRED STOCK
     
       The Series A Cumulative Preferred Stock  shall be
     deemed to be issued simultaneously and shall be on
     equal parity as to all references,  powers and rights
     except as set forth in the written provisions of each
     series of Preferred Stock.  Each share of he Series A
     Cumulative Preferred Stock shall be issued for $100.00. 
     
     
       Dividends.  So long as any shares of Series A
     Cumulative Preferred Stock will be outstanding, the
     holders of the Series A Cumulative Preferred Stock will
     be entitled to receive cumulative preferential
     dividends accruing at the LIBOR Rate on the value of
     $100.00 per share, payable quarterly on the 1st day of
     March, June, September and December of each year,
     beginning December 1, 1997 (each date being called a
     "Dividend Payment Date"), the dividends to be
     cumulative and payable as allowed by the Nevada
     Business Corporation Act, Chapter 78, Nevada Revised
     Statutes, with respect to the quarterly dividend period
     (or portion of it) ending on the day preceding the
     respective Dividend Payment Date, fixed for that
     purpose by the Board in advance of payment of each
     particular dividend.  The LIBOR Rate shall mean the
     rate (rounded, if necessary, to the next higher 1/100
     of 1%) for deposits in United States Dollars for a
     maturity of three months which appears on the Telerate
     Page 3750 at approximately 11:00 a.m. London time
     representing the offered side of dollar deposits in the
     London market two (2) London business days prior to the
     effective date of the applicable LIBOR Rate.  The LIBOR
     Rate shall be presumed to be the three months London
     Interbank Offered Rates as shown in the Wall Street
     Journal under "Money Rates" as long as such rates are
     published.  The LIBOR Rate will be fixed on the
     Original Issue Date and thereafter be changed at every
     Dividend Payment Date to be effective until the next
     Dividend Payment Date.  The  "Original Issue Date"
     means the first date on which the Corporation will
     issue any shares of Series A Cumulative Preferred
     Stock.  Dividends on the Series A Cumulative Preferred
     Stock shall be cumulative from the Original Issue Date
     (whether or not declared and whether or not in any
     dividend period or dividend periods there will be net
     profits or net assets of the Corporation legally
     available for the payment of those dividends).
     
       So long as any shares of Series A Cumulative
     Preferred Stock shall remain outstanding, the
     Corporation may not declare or pay any dividend, make a
     distribution, or purchase, acquire, redeem, or set
     aside or make monies available for a sinking fund for
     the purchase or redemption of, any shares of stock of
     the Corporation ranking junior to the Series A
     Cumulative Preferred Stock with respect to the payment
     of dividends or the distribution of assets on
     liquidation, dissolution or winding up of the
     Corporation including Common Stock, par value $.01, of
     the Corporation ("junior stock") (other than as a
     result of a reclassification of junior stock into
     another class of junior stock, or the exchange or
     conversion of one junior stock for or into another
     junior stock) unless (i) all dividends in respect of
     the Series A Cumulative Preferred Stock for all past
     dividend periods have been paid and such dividends for
     the current dividend period have been paid or declared
     and duly provided for, and (ii) all amounts in respect
     of the mandatory redemption of Series A Cumulative
     Preferred Stock pursuant to the terms of paragraph 5
     below have been paid for all prior applicable periods
     and all amounts in respect of such mandatory redemption
     for the current applicable period have been paid or
     duly provided for.  Subject to the foregoing, and not
     otherwise, the dividends (payable in cash, stock or
     otherwise) as may be determined by the Board may be
     declared and paid on any junior stock from time to time
     out of any funds legally available, and the Series A
     Cumulative Preferred Stock will not be entitled to
     participate in any such dividends, whether payable in
     cash, stock or otherwise.
     
       Liquidation Rights.  In the event of any
     liquidation, dissolution or winding up of the
     Corporation, whether voluntary or involuntary, the
     holders of Series A Cumulative Preferred Stock then
     outstanding are entitled to be paid out of the assets
     of the Corporation available for distribution to its
     shareholders, whether such assets are capital, surplus
     or earnings, before any payment or declaration and
     setting apart for payment of any amount will be made in
     respect of any shares of any junior stock with respect
     to the payment of dividends or distribution of assets
     on liquidation, dissolution or winding up of the
     Corporation, an amount equal to $100 per share plus all
     accumulated and unpaid dividends (including a prorated
     quarterly dividend from the last Dividend Payment Date
     to the date of such payment) in respect of any
     liquidation, dissolution or winding up consummated.
     
       If upon any liquidation, dissolution or winding up
     of the Corporation, whether voluntary or involuntary,
     the assets to be distributed among the holders of
     Series A Cumulative Preferred Stock shall be
     insufficient to permit the payment to the shareholders
     of the full preferential amounts aforesaid, then the
     entire assets of the Corporation to be distributed
     shall be distributed ratably among the holders of
     Series A Cumulative Preferred Stock based on the full
     preferential amounts for the number of shares of Series
     A Cumulative Preferred Stock.
     
       A consolidation or merger of the Corporation with
     or into any other corporation or corporations in which
     the stockholders of the Corporation receive solely
     capital stock of the acquiring or surviving corporation
     (or of the direct or indirect parent corporation of the
     acquiring corporation), except for cash in lieu of
     fractional shares, will not be deemed to be a
     liquidation, dissolution, or winding up of the
     Corporation as those terms are used in this
     Certificate.
     
       Mandatory Redemption.  The Corporation will, at
     the redemption price equal to $100 per share plus an
     amount, payable in cash, equal to the sum of all
     accumulated and unpaid dividends per share (including a
     prorated quarterly dividend from the last Dividend
     Payment Date to the applicable Redemption Date) (the
     "Redemption Price"), redeem from any source of funds
     legally available therefor, the amount of shares of
     Series A Cumulative Preferred Stock outstanding on the
     date set forth on the Redemption Schedule attached to
     this Certificate.  Redemption Date shall be the date on
     which any shares of Series A Cumulative Preferred Stock
     are redeemed by the Corporation.  This Certificate
     shall be notice of this mandatory redemption on the
     dates specified on the Redemption Schedule, and any
     further notice is waived by acceptance of this
     Certificate.
     
       If the Corporation's records show there is more
     than one holder of Series A Cumulative Preferred Stock,
     the Corporation will effect the redemption pro rata
     according to the number of shares held by each holder
     of Series A Cumulative Preferred Stock shown on the
     books of the Corporation.  On or before the date fixed
     for redemption, each holder of Series A Cumulative
     Preferred Stock will surrender the certificate or
     certificates representing the shares of Series A
     Cumulative Preferred Stock to the Corporation and the
     Redemption Price for the shares will be paid in cash on
     the Redemption Date to the person whose name appears on
     the certificate or certificates as the owner, and each
     surrendered certificate will be canceled and retired. 
     In the event that less than all of the shares
     represented by any certificate are redeemed, a new
     certificate will be issued representing the unredeemed
     shares.
     
       Unless the Corporation defaults in the payment in
     full of the Redemption Price, dividends on the Series A
     Cumulative Preferred Stock called for redemption will
     cease to accumulate on the Redemption Date, and all
     rights of the holders of the shares redeemed will cease
     to have any further rights with respect to the shares
     on the Redemption Date, other than to receive the
     Redemption Price.
     
       Optional Redemption.  The Corporation may, at the
     option of the Board of Directors, redeem at any time
     from any source of funds legally available, in whole or
     in part, in any manner proscribed by the Board of
     Directors, any and all of the shares of Series A
     Cumulative Preferred Stock outstanding at the
     Redemption Price.
     
       Other Redemptions.  In the event that any Organic
     Change (as defined below) is to occur, any holder of
     Series A Cumulative Preferred Stock may require the
     Corporation to redeem, at the Redemption Price, all or
     any portion of the holder's shares of Series A
     Cumulative Preferred Stock immediately prior to the
     consummation of the Organic Change.  The Corporation
     will give written notice of any impending Organic
     Change, stating the substance and intended date of
     consummation of it not more than thirty (30) nor less
     than fifteen (15) days prior to the date of
     consummation thereof, to each holder of Series A
     Cumulative Preferred Stock.  Each such holder shall
     have fifteen (15) days (the "Notice Period") from the
     date of such notice to demand (by written notice mailed
     to the Corporation) redemption of all or any portion of
     the shares of Series A Cumulative Preferred Stock owned
     by such holder.  If by the expiration of the Notice
     Period any holders have so elected to demand
     redemption, the Corporation will give prompt written
     notice of such election (stating the total number of
     shares so demanded to be redeemed) to each other holder
     of Series A Cumulative Preferred Stock within five (5)
     days after the expiration of the Notice Period.  Each
     holder who has not demanded redemption will be afforded
     ten (10) days from the date of the notice to demand
     redemption of all or any portion of the holder's shares
     of Series A Cumulative Preferred Stock by mailing
     written notice of it to the Corporation.  Immediately
     prior to the consummation of the Organic Change, the
     Corporation will redeem all shares of Series A
     Cumulative Preferred Stock as to which redemption
     rights under this subparagraph (c)(i) have been
     exercised.  For purposes of this paragraph (v)(i), the
     term "Organic Change" means (A) any sale, lease,
     exchange or other transfer (other than the creation of
     security interests to secure financings, but including
     any foreclosures with respect to them) of all or
     substantially all of the property and assets of the
     Corporation (whether or not in the ordinary course of
     business) or (B) any merger or consolidation to which
     the Corporation is a party (other than a merger in
     which the Corporation will be the surviving corporation
     and, after giving effect to the merger, the holders of
     the Corporation's outstanding capital stock immediately
     preceding such merger will own shares possessing more
     than 50% of the voting power of the Corporation).
     
       If, at the time of any redemption arising from an
     Organic Change, the funds of the Corporation legally
     available for redemption of Series A Cumulative
     Preferred Stock are insufficient to redeem the number
     of shares required to be redeemed, those funds which
     are legally available will be used to redeem the
     maximum possible number of such shares, pro rata based
     upon the number of shares requested to be redeemed by
     the holders of it.  At any time thereafter when
     additional funds of the Corporation become legally
     available for the redemption of Series A Cumulative
     Preferred Stock, the funds will immediately be used to
     redeem the balance of the shares of Series A Cumulative
     Preferred Stock which the Corporation has become
     obligated to redeem as a result of an Organic Change,
     but which it has not redeemed; or, if a person other
     than the Corporation is the surviving or resulting
     corporation in any Organic Change, the person will, at
     the consummation of the Organic Change, redeem the
     balance of the shares of Series A Cumulative Preferred
     Stock (and the Corporation will so provide in its
     agreements with the person relating to the Organic
     Change).  Redemptions made as a result of an Organic
     Change will not relieve the Corporation of its
     obligation to redeem Series A Cumulative Preferred
     Stock otherwise as provided in this Certificate or the
     resolutions of the Board of Directors authorizing the
     Series A Cumulative Preferred Stock.
     
       Upon failure of the Corporation to comply with all
     the obligations to and agreements with the holders of
     Series A Cumulative Preferred Stock, the shares of
     stock represented by this Certificate shall, at the
     option of the holder, be immediately redeemable in
     full,  payable in cash, and if the Corporation will
     fail on demand to so redeem the same in full plus an
     amount equal to the sum of all accumulated and unpaid
     dividends per share (including a prorated quarterly
     dividend from the last Dividend Payment Date to the
     applicable Redemption Date), then the holder shall be
     entitled to require the liquidation of the Corporation
     in the order provided by law.
     
       Voting Rights.  Except as otherwise provided by
     law, the Articles of Incorporation of the Corporation
     or in this Certificate, the holders of Series A
     Cumulative Preferred Stock shall have no power to vote
     on any question or in any proceeding, or to be
     represented at or to receive notice of any meeting of
     the stockholders of the Corporation.
     
       If at any time or times, dividends payable on
     Series A Cumulative Preferred Stock have not been paid
     or declared and a sum sufficient for their payment set
     aside for a period of one and one-half years, then the
     holders of Series A Cumulative Preferred Stock, voting
     separately as a class, shall be entitled to elect two
     (2) directors of the Corporation as provided in the
     Articles of Incorporation of the Corporation.  The
     right to elect directors shall continue until dividends
     in default on Series A Cumulative Preferred Stock are
     paid in full or funds sufficient for their payment are
     set aside, and shall cease when the dividends are so
     paid or set aside, subject to future reactivation in
     the event of future defaults.  The directors so elected
     by the holders of Series A Cumulative Preferred Stock
     shall serve until the next annual meeting of the
     stockholders of the Corporation and until their
     respective successors are elected by the holders of
     Series A Cumulative Preferred Stock and have qualified. 
     Any director elected by the holders of Series A
     Cumulative Preferred Stock may be removed by the vote
     of a majority of the holders of Series A Cumulative
     Preferred Stock.  When the holders of Series A
     Cumulative Preferred Stock are divested of special
     voting power, the term of office of the persons elected
     as directors by the holders of Series A Cumulative
     Preferred Stock shall terminate.
     
       No Reissuance.  No Series A Cumulative Preferred
     Stock acquired by the Corporation by reason of
     redemption, purchase, or otherwise will be reissued,
     and all shares will be canceled, retired and eliminated
     from the shares which the Corporation will be
     authorized to issue.
     
       Notices.  All notices to the Corporation permitted
     here will be personally delivered or sent by first
     class mail, postage prepaid, addressed to its principal
     office located at 975 Martin Avenue, Green Cove
     Springs, Florida, Attention:  Treasurer, or to other
     address at which its principal office is located and as
     to which notice is similarly given to the holders of
     the Series A Cumulative Preferred Stock at their
     addresses appearing on the books of the Corporation.
     
       Costs.  In the event of any default by the
     Corporation of its obligations to or agreements with
     the holders of the Series A Cumulative Preferred Stock,
     the Corporation shall pay, in addition to all other
     amounts required to be paid to the holders of Series A
     Cumulative Preferred Stock, all costs associated with
     the enforcement of the rights and remedies of the
     holders of Series A Cumulative Preferred Stock,
     including without limitation reasonable attorneys fees
     and costs,  whether or not suit is instituted,
     including in trial, on appeal, bankruptcy proceedings
     or otherwise.
     
       Waiver.  No delay or omission on the part of any
     holder of the Series A Cumulative Preferred Stock in
     exercising any right of such holder shall operate as a
     waiver of such rights or any other rights of the
     holders of Series A Cumulative Preferred Stock.  No
     waiver of any rights shall be binding upon any holder
     of Series A Cumulative Preferred Stock unless in a
     writing signed by or authorized by such holder, and
     then only to the extent that this is set forth in such
     waiver.
     
       Jurisdiction.  The Corporation and each holder of
     Series A Cumulative Preferred Stock, by acceptance of
     the Series A Cumulative Preferred Stock, specifically
     authorizes any action brought upon the enforcement of
     Series A Cumulative Preferred Stock to be instituted
     and prosecuted in either the Circuit Court of Duval
     County, Florida, or the United States District Court in
     the Middle District of Florida; and the Corporation and
     each holder of the Series A Cumulative Preferred Stock
     hereby waives any plea of jurisdiction or venue as not
     being in Duval County, Florida, and consents to a
     transfer of jurisdiction and venue to the Circuit Court
     of Duval County, Florida, or the United States District
     Court for the Middle District of Florida upon request
          of any party. 
     
                       ASSIGNMENT
     
       For Value Received, the undersigned does hereby
     sell, assign and transfer unto
     ___________________________________________
     Shares represented by the within Certificate, and does
     hereby irrevocably constitute and appoint
     ______________________________________________ 
     Attorney to transfer the said Shares on the books of
     the Corporation with full power of substitution in the
     premises.
     
     Dated ____________________, 19__
     
     In presence of
     
     ____________________________
     
     NOTICE:  The signature of this Assignment must correspond
     with the name as written upon the face of the 
     Certificate, in every particular, without alteration
     or enlargement, or any change whatever.
     
          
          SERIES A CUMULATIVE PREFERRED STOCK
     
                  REDEMPTION SCHEDULE
     
     
       Redemption Date               Number of Shares
     
     May 1, 1998                          50
     June 1, 1998                              50
     July 1, 1998                              50
     August 1, 1998                            50
     September 1, 1998                         50
     October 1, 1998                      50
     November 1, 1998                     50
     December 1, 1998                     50
     January 1, 1999                     428
     February 1, 1999                    430
     March 1, 1999                            433
     April 1, 1999                            435
     May 1, 1999                         437
     June 1, 1999                             439
     July 1, 1999                             442
     August 1, 1999                           444
     September 1, 1999                        446
     October 1, 1999                     448
     November 1, 1999                    451
     December 1, 1999                    453
     
     
     
          
                                                ANNEX V
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     FORM OF DEBT FORGIVENESS AND TECHNOLOGY AGREEMENT
          
         DEBT FORGIVENESS AND TECHNOLOGY AGREEMENT
   
   
            This AGREEMENT dated as of July 22, 1997, is
   entered into by and between:
   
            1.   V'POWER CORPORATION, a corporation
   incorporated under the law of the Bahamas and having its
   principal address at Gedung Graha Timor, J1.  Medan Merdeka
   Timur no. 17, Jakarta 10110, Indonesia (hereinafter
   referred to as "V'Power").
   
            2.   VECTOR AEROMOTIVE CORPORATION, a company
   incorporated under the law of the State of Nevada, U.S.A.,
   having its principal office at 975 Martin Avenue, Green
   Cove Springs, Florida 32043 (hereinafter referred to as
   "Vector").
   
            Each of the above parties individually will be
   called a "Party", and collectively, the "Parties";
   
   
                          RECITALS
   
   
            WHEREAS, Vector is justly indebted in the amount
   of $451,103.95 (collectively, the "Indebtedness") to
   V'Power (i) pursuant to an Assignment of Receivables dated
   as of July 22, in the principal amount of $423,118.22, and
   (ii) in the amount of $27,985.73 for advances in December,
   1996, March, 1997 and May, 1997, to cover telephone bills
   and premiums on Directors and officers insurance, and
   
            WHEREAS, V'Power wishes to purchase the
   Transferred Property (as hereinafter defined) and Vector is
   willing to sell the Transferred Property for $500,000.
   
            NOW, THEREFORE THE PARTIES HEREBY AGREE AS
   FOLLOWS:
   
   
                         Article 1
   
                    Certain Definitions
   
            1.1  "Affiliate" shall mean a person [individual
   or separate business entity] that directly or indirectly,
   through one or more intermediaries, controls, is controlled
   by or is under common control with another person, any
   officer, director, employee or agent of the first person,
   trustee with the first person or its Affiliate as
   beneficiary of the trust, and spouse or relative [first
   cousin or closer] or any of the above.  Automobili
   Lamborghini, S.p.A., a corporation incorporated under the
   law of the Republic of Italy,  Automobili Lamborghini,
   U.S.A., Inc., a corporation incorporated under the laws of
   Delaware and Timor Putra National, a corporation
   incorporated under the laws of the Republic of Indonesia,
   are Affiliates of V'Power for all purposes.
   
            1.2  "Initial Delivery Date" shall mean  the date
   following the execution of this Agreement on which
   Technical Information concerning the Model is first
   transmitted to V'Power by Vector.
   
            1.3  "Intellectual Property Rights" shall mean
   inventions, patents, patent applications, technical
   designs, copyright,  developments, techniques and other
   property rights of a similar nature, whether or not
   protectable by registration, owned by Vector relating to
   the design, development and manufacture of the Model as
   each such item may exist on the date of this Agreement, but
   shall not include the exterior or interior styling of the
   Model or any Vector trademark or trade name.
   
            1.4  "Model" shall mean Vector's M-12 vehicle.
   
            1.5  "Technical Information" shall mean technical
   knowledge, know-how, data, drawings, specifications, stress
   and finite element analysis, CAD files,  sketches, and
   other information and material related to the details of
   the Model owned by Vector as each such item may exist on
   the date of this Agreement, and technical and
   administrative knowledge, know-how, data, standards,
   procedures, systems, lay-outs, drawings and other
   information relating to the manufacture of the Model and
   parts of the Model, owned by Vector as each such item may
   exist on the date of this Agreement, but shall not include
   the exterior or interior styling of the Model or any Vector
   trademark or trade name.
   
            1.6  "Transferred Property" shall mean all
   Intellectual Property Rights and all Technical Information
   relating to the Model.
   
   
                         Article 2
   
              Debt Forgiveness and Conversion
   
            2.1  In consideration of the transfer of
   Transferred Property in accordance with this Agreement, as
   full payment for such transfer, V'Power hereby forgives 
   the Indebtedness and tenders in cash in United States
   Dollars the amount of $48,896.05.
   
            2.2  V'Power represents and warrants that the
   Indebtedness includes and consists of all indebtedness,
   obligations, agreements and covenants of Vector to V'Power
   involving the payment of money or property.  For purposes
   of this Section 2.3, the payment of property does not
   include the issuance of Common Stock of Vector.
   
   
                         Article 3
   
              Transfer of Transferred Property
                        
   
            3.1  Vector hereby grants to V'Power, during the
   term of this Agreement, the perpetual, non-transferable
   (except to V'Power's Affiliates) and non-exclusive right 
   (i) to use the Transferred Property for all purposes in its
   business or the business of any Affiliate of V'Power and
   (ii) to manufacture and sell products of any kind or nature
   using the Transferred Property.  Nothing in this Agreement
   shall impose on Vector any responsibility or obligation to
   have or obtain any Transferred Property.
   
            3.2  All royalties for the sale, use and transfer
   of the Transferred Property have been paid in full.
   
            3.3  Vector shall provide V'Power, on or before
   the thirtieth (30th) day after the date of this Agreement,
   Technical Information described below relating to the Model
   as each such item exists on the date of this Agreement:
   
            (a)  Non-costed bill of material.
   
            (b)  Product drawings and master line drawings
                    (reproducible and/or CAD files as
                    appropriate), including engineering
                    specifications for all parts, components and
                    assemblies.
   
            (c)  Design installation manuals by system/sub-system
                   including engineering specifications
                    for assembly, such as tightening torque,
                    heating requirements, greases, glues, etc.
   
            (d)  Master service manual.
   
            (e)  Owners manuals and graphic manuals and
   masters.
   
            (f)  Reports of all prototype construction and
   tests.
   
            (g)  Product development reports and vehicle
                    maturity charts.
   
            (h)  Engineering specifications for complete
                    Model assemblies.
   
            (i)  Design failure mode and effect analysis
                    studies on all safety related parts.
   
            (j)  Warranty manual and "fault-finding" service
   manual.
   
   
            3.4  V'Power shall defend, indemnify and hold
   harmless Vector from and against any and all liability,
   demands, damages, expenses and losses for death, personal
   injury, property damage or any other claim or liability
   ("claims and damages") arising out of the use by V'Power or
   any Affiliate of any of the Transferred Property, or out of
   the use, sale or the disposition by V'Power or its
   Affiliates of any products manufactured by V'Power or any
   Affiliate using the Transferred Property, provided there
   shall be no liability under this paragraph 3.4 for
   indirect, consequential or special damages or from damages
   resulting from defects in the Transferred Property not
   created by the use of the Transferred Property by V'Power
   or any Affiliate.
   
            3.5  For a period of seven years from the date of
   this Agreement, Vector within a reasonable time will
   provide V'Power with any changes or revisions to  the
   Technical Information and any improvements, provisions or
   updates to any Intellectual Property Rights.  Within thirty
   (30) days of incorporation into Technical Information,
   Vector will provide V'Power a copy of Technical Information
   incorporating any changes, revisions or updates.  Vector
   shall have no obligation to make any changes, revisions,
   amendments or updates to the Transferred Property.
   
            3.6  During normal business hours and in a
   reasonable time relative to Vector's business operations,
   Vector will provide a representative of V'Power reasonable
   access to the status and results of all research and
   development relating to the Transferred Property.  Vector
   and V'Power will cooperate to minimize the disruption of
   such access to Vector's normal business operations. 
   V'Power shall reimburse Vector for the direct cost of an
   employee of Vector, who shall be present with the
   representative of V'Power at all times such representative
   is reviewing such research and development, and the direct
   cost of any employees or consultants of Vector requested by
   V'Power to be so present.  Vector shall have no
   responsibility or obligation to conduct any research or
   development relating to the Transferred Property.    
   
            3.7  Vector shall have the right from time to
   time during normal business hours to inspect the premises
   of V'Power at any location where records relating to the
   Transferred Property are maintained, provided this
   inspection is coordinated not to unreasonably interfere
   with the normal business operations of V'Power.
   
            3.8  V'Power shall not transfer or grant a
   sublicense of the Transferred Property except as provided
   in this Agreement and shall not allow any third Party to
   use the Transferred Property by obtaining information
   contained within the Transferred Property from V'Power.
   
            3.9  At all times during the term of this
   Agreement V'Power shall comply with all governmental laws
   and regulations applicable to the use of the Transferred
   Property or the production and sale of products containing
   or using in any way  the Transferred Property.
   
                         Article 4
   
                    Negation of Warranty
   
            4.1  THE TRANSFERRED PROPERTY IS PROVIDED ON AN
   "AS-IS" BASIS, AND THERE ARE NO REPRESENTATIONS OR
   WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF
   MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR PURPOSE. 
   V'POWER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE,
   EFFICIENCY AND SUITABILITY OF THE TRANSFERRED PRODUCT, AND
   VECTOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREFORE.
   
            4.2  VECTOR SHALL HAVE NO RESPONSIBILITY OR
   LIABILITY TO V'POWER FOR THE INFRINGEMENT OF PROPRIETARY
   RIGHTS OF THE TRANSFERRED PROPERTY OR ANY PORTION OF THE
   TRANSFERRED PROPERTY.
            
                         Article 5
   
                      Confidentiality
   
            5.1  Each Party agrees that any confidential
   information received from the other Party shall be
   disclosed only to personnel of the receiving Party on a
   strictly  Need to Know' basis for the purposes specified in
   this Agreement, and that personnel receiving such
   confidential information shall be notified of all the
   obligations of confidentiality in respect thereof.
   
            5.2  No disclosure of confidential information by
   either Party to a third Party shall be made without the
   prior written agreement of the other Party, and then only
   after obtaining from the third Party a written undertaking
   to maintain confidentiality equivalent in all respects to
   those contained herein.
   
            5.3  Restrictions and conditions of Sections 5.1
   and 5.2 shall not apply where the receiving Party can
   demonstrate that such confidential information is:
   
            (a)  in or comes into the public domain at any
                    time without breach of this Article 5 or any
                    other obligation of confidentiality or is
                    made available to the general public without
                    restrictions by the disclosing Party, or
   
            (b)  known to the receiving Party at the time of
                    disclosure, or is independently developed by
                    it or its employers without reference to or
                    use of any disclosed confidential
                    information, or
   
            (c)  rightfully received from a third Party
                    without restriction or without breach of
                    this Agreement.
   
            5.4  If the receiving Party or its executive
   officers, employees, or representatives become legally
   compelled to disclose any of the confidential information
   covered by this Agreement, the receiving Party shall
   provide the other Party with immediate notice thereof and
   at least seven days prior to such required disclosure in
   order that the disclosing Party may seek a protective
   order, or take other appropriate measures to ensure its
   interests are protected.
   
                         Article 6
   
              Indemnification and Contribution
   
            6.1  Subject to the conditions set forth below,
   Vector agrees to indemnify and hold harmless V'Power, its
   officers, directors, partners, employees, agents and
   counsel against any and all loss, liability, claim, damage,
   and expense whatsoever (which shall include, for all
   purposes of this Article 6, but not be limited to,
   attorneys' fees and any and all expense whatsoever incurred
   in investigating, preparing, or defending against any
   litigation, commenced or threatened, or any claim
   whatsoever and any and all amounts paid in settlement of
   any claim or litigation) as and when incurred, arising out
   of, resulting from, based upon, or in connection with any
   breach of any representation, warranty, covenant or
   agreement of Vector contained in this Agreement.  The
   foregoing agreement to indemnify shall be in addition to
   any liability Vector may otherwise have, including
   liabilities arising under this Agreement.  V'Power agrees
   to indemnify and hold harmless Vector, its officers,
   directors, partners, employees, agents and counsel against
   any and all loss, liability, claim, damage, and expense
   whatsoever (which shall include, for all purposes of this
   Article 6, but not be limited to, attorneys' fees and any
   and all expense whatsoever incurred in investigating,
   preparing, or defending against any litigation, commenced
   or threatened, or any claim whatsoever and any and all
   amounts paid in settlement of any claim or litigation) as
   and when incurred, arising out of, resulting from, based
   upon, or in connection with any breach of any
   representation, warranty, covenant or agreement of V'Power
   contained in this Agreement.
            
            6.2  If any action is brought against one Party,
   that Party  or any of its officers, directors, employees,
   agents or counsel, of any controlling persons (an
   "Indemnified Party" or, collectively, "Indemnified
   Parties"), in respect of which indemnity may be sought
   against the other Party (the "Indemnifying Party") pursuant
   to this Agreement, such Indemnified Party or Parties shall
   promptly notify the Indemnifying Party in writing of the
   institution of such action (but the failure so to notify
   shall not relieve the Indemnifying Party from any liability
   it may have) and the Indemnifying Party shall promptly
   assume the defense of such action including the employment
   of counsel satisfactory to such Indemnified Party or
   Parties and payment of expenses.  Such Indemnified Party or
   Parties shall have the right to employ its or their own
   counsel in any such case, but the fees and expenses of such
   counsel shall be at the expense of such Indemnified Party
   or Parties, unless the employment of such counsel shall
   have been authorized in writing by the Indemnifying Party
   in connection with the defense of such action or the
   Indemnifying Party shall not have promptly employed counsel
   satisfactory to the Indemnified Party or Parties to have
   charge of the defense of such action or such Indemnified
   Party or Parties shall have reasonably concluded that there
   may be one or more legal defenses available to it or them
   or other indemnified parties which are different from or
   additional to those available to the Indemnifying Party, in
   any of which events such fees and expenses shall be borne
   by the Indemnifying Party and the Indemnifying Party shall
   not have the right to direct the defense of such action on
   behalf of the Indemnified Party or Parties.  Anything in
   this paragraph to the contrary notwithstanding, the
   Indemnifying Party shall not be liable for any settlement
   of any claim or action effected without its written
   consent.
            
                         Article 7
   
                       Binding Effect
   
            This Agreement shall be binding upon the
   successors and assigns of each Party, provided that V'Power
   may only assign this Agreement to one or more of its
   Affiliates, unless Vector's prior written consent is first
   obtained.  If any assignee uses the Transferred Property to
   produce vehicles used in motor racing, such assignee shall
   identify Vector's connection with such vehicles, with the
   terms to be agreed in good faith.
   
                         Article 8
   
                  Limitation of Liability
   
            8.1  IN NO EVENT SHALL VECTOR OR V'POWER OR ANY
   AFFILIATES BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT
   FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
   PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
   PERFORMANCE OR BREACH OF THIS AGREEMENT, NOTWITHSTANDING
   SUCH PARTY HAVING BEEN ADVISED OF THE POSSIBILITY THEREOF. 
   VECTOR'S LIABILITY IN THIS AGREEMENT TO V'POWER, IF ANY,
   SHALL IN NO EVENT EXCEED THE TOTAL OF THE AMOUNT OF
   FORGIVENESS OF THE INDEBTEDNESS SET FORTH IN SECTION 2.1 OF
   THIS AGREEMENT.
   
            8.2  IN NO EVENT SHALL VECTOR BE LIABLE TO
   V'POWER FOR ANY DAMAGES RESULTING FROM OR RELATING TO ANY
   FAILURE OF THE TRANSFERRED PROPERTY OR ANY PRODUCT OR
   MANUFACTURER PRODUCT UTILIZING THE TRANSFERRED PROPERTY.
   
                         Article 9
   
               Governing Law and Arbitration
   
            9.1  This Agreement shall be governed by and
   construed under the laws of the State of Florida, without
   regard to its principles of conflict of laws.
   
            9.2  Any controversy or claim arising out of or
   relating to this contract, or the breach thereof, which is
   not settled amicably, including the arbitrability of the
   dispute or claim or any issue, shall be settled by binding
   arbitration in accordance with current arbitration rules of
   the American Arbitration Association ("AAA") by a sole
   arbitrator appointed by the parties or, if they cannot
   agree upon an arbitrator, by three arbitrators, one of whom
   shall be designated by each party, and the third appointed
   by the other two.  Arbitrator compensation and expenses
   shall be paid equally by each Party, and each Party shall
   be responsible for its own expenses, including legal fees. 
   The arbitration shall be governed by the United States
   Arbitration Act, 9 U.S.C. Section 1-16, to the exclusion of
   any provisions of State law inconsistent therewith or which
   would produce a different result.  Should said Act be
   determined to be inapplicable, then the arbitration shall
   be governed by the Florida Arbitration Code, Chapter 682,
   Florida Statutes.  The place of arbitration shall be
   Jacksonville, Florida, at any location as the arbitrator
   directs, having due regard of the convenience of the
   parties, of witnesses and of the arbitrator.  The
   arbitrator shall determine the rights and obligations of
   the parties according to the substantive laws of the State
   of Florida, excluding conflict of law principles, and shall
   give effect to applicable statutes of limitation.  The
   arbitrator may consolidate arbitrations involving common
   questions of law or fact.  The arbitrator may make any
   order to protect a Party or person from annoyance,
   embarrassment, oppression, or undue burden or expense that
   justice requires.  The arbitrator may make final, interim,
   interlocutory and partial awards, and may grant any remedy
   or relief which the arbitrator deems just and equitable and
   within the scope of the agreement of the parties, including
   but not limited to specific performance and, in the event
   of a frivolous or malicious action, the awarding of
   attorneys fees and costs, but the arbitrator is not
   empowered to award damages in excess of liquidated or
   actual damages, whichever is applicable, nor is the
   arbitrator empowered to award punitive damages.  Judgment
   on the award rendered by the arbitrator may be entered by
   any court having jurisdiction.
   
            9.3  Nothing in this Article 9, nor the exercise
   of any rights hereunder, shall limit the right of any Party
   hereto at any time to obtain injunctive relief from a court
   having jurisdiction to protect a Party from loss,
   irreparable injury, or the dissipation of property while a
   dispute is being resolved pursuant to the foregoing
   subparagraphs of this Article 9.  The preceding sentence
   notwithstanding, the pursuit of injunctive relief shall not
   constitute a waiver of the right or obligation of any Party
   to submit any dispute or claim to the procedures authorized
   and required in the foregoing subparagraphs of this Article
   9.  The Parties hereto agree that this Article 9 shall
   limit and completely bar, to the maximum extent permitted
   by law, any relief otherwise available to them from any
   court of competent jurisdiction other than the injunctive
   relief specifically excepted in this Section 9.3.
   
                         Article 10
   
                       Miscellaneous
   
            10.1 This Agreement contains the entire
   understanding between the Parties relating to the subject
   matter of this Agreement, and all prior proposals,
   discussions and writings  between the Parties relating to
   the subject matter of this Agreement are superseded by this
   Agreement.
   
   
            10.2 In the event any term or provision of this
   Agreement shall for any reason be judicially held to be
   invalid, illegal or unenforceable in any respect, such
   invalidity, illegalities or unenforceabilities shall not
   effect any other term or provision of this Agreement and
   this Agreement shall interpreted and construed as such term
   or provision, to the extent such term or provision shall
   have been held to be invalid, illegal or unenforceable,
   have never been contained in this Agreement.
   
            10.3 None of the terms of this Agreement shall be
   deemed to be waived by either Party or amended unless such
   waiver or amendment be in writing and duly executed on
   behalf of the parties be charged with such waiver or
   amendment by its authorized officer and unless such waiver
   or amendment cites specifically that it is a waiver or
   amendment to the terms of this Agreement.  The failure of
   either Party to insist strictly upon any of the terms or
   provisions of this Agreement shall not be deemed a waiver
   of any subsequent breach or default of the terms or
   provisions of this Agreement.  No course of dealing or oral
   communication shall form the basis of any amendment to this
   Agreement or waiver or any term or provision of this
   Agreement, and each Party hereby specifically waives any
   right it may have to claim to the contrary.
   
            IN WITNESS WHEREOF, the Parties have caused this
   Agreement to be executed by their duly authorized
   representatives as of the date and year first written
   above.
   
      
   VECTOR AEROMOTIVE CORPORATION                         
   
   By:     /s/ David Peter Rose                     
   Title:    Pressident                                       
   
   Address for Notices:
   
   c/o William L. Thompson, Jr., Esquire
   Thompson & Adams
   One Independent Drive
   Suite 3131
   Jacksonville, FL 32202
   (904) 356-3131
   Fax: (904) 356-8009
   
   
   V'POWER CORPORATION
   
   By: /s/ Sudjaswin, E. L.                
   Title:   President & Managing Director     
   
   Address for Notices:
   
   c/o Winthrop, Stimson, Putnam
     & Roberts
   One Battery Park Plaza
   New York, NY 10014
   Att:  Harold Nathan, Esq.
   (212) 858-1246
   Fax: (212) 858-1500
   
                           
                 
   
      
                                                   ANNEX VI
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
            FORM OF LOAN AND SECURITY AGREEMENT 
             (WITH NOTE I AND NOTE II ATTACHED)
      
   
   
   
   
   
                LOAN AND SECURITY AGREEMENT
   
   
   
   
                          between
   
   
   
   
               VECTOR AEROMOTIVE CORPORATION
                         "Borrower"
   
   
   
   
                            and
   
   
   
   
              TRADELINK INTERNATIONAL LIMITED
                          "Lender"
   
   
   
   
   
                   Dated:  July 22, 1997
   
   
   
                                 
                LOAN AND SECURITY AGREEMENT
   
   
        THIS LOAN AND SECURITY AGREEMENT (the "Agreement"),
   dated as of July 22, 1997, between VECTOR AEROMOTIVE
   CORPORATION, a Nevada corporation (the "Borrower"), and
   TRADELINK INTERNATIONAL CORPORATION, LIMITED, a corporation
   organized under the laws of The Bahamas (the "Lender");
   
                   W I T N E S S E T H :
   
       In consideration of the premises and of the mutual
   covenants herein contained and to induce the Lender to
   extend credit to the Borrower, the parties agree as
   follows:
   
       39.  Definitions.  In addition to terms defined elsewhere
   in this Agreement, the following terms have the meanings
   indicated:
    
            39.1 Defined Terms.
   
                 "Account" shall mean any account receivable,
          any rights of payment for goods sold or leased or for
          services rendered, which is not evidenced by an
          instrument or chattel paper, whether or not it has
          been earned by performance, together with all
          guaranties, letters of credit and other security
          therefor and all other debts, obligations and liabili-
          ties in whatever form, owing to Borrower from any
          person, firm or corporation or any other legal entity,
          whether now existing or hereafter arising, now or
          hereafter received by or belonging or owing to
          Borrower, however otherwise established or created,
          all right, title and interest of Borrower in the
          merchandise or services that gave rise to any of the
          foregoing, including the rights of reclamation and
          stoppage in transit and all rights of an unpaid seller
          of merchandise or services and monies, securities and
          other property and the proceeds of such property, now
          or hereafter held or received by, or in transit to,
          Lender from or for Borrower, whether for safekeeping,
          pledge, custody, transmission, collection or
          otherwise, and all of Borrower's credits and balances
          with Lender at any time existing.
   
                 "Account Debtor" shall mean a Person who is
          obligated under any Account, Chattel Paper, General
          Intangible or instrument (as instrument is defined in
          the Code).
   
                 "Advance" shall mean an advance of proceeds
          of the Loan to the Borrower pursuant to this
          Agreement, on any given Advance Date.
    
                 "Advance Date" shall mean the date as of
          which an Advance is made.
   
                 "Advance Request" shall mean the written
          request for an Advance under the Loan as identified in
          Section 3.3 ("Notice and Manner of Borrowing") hereof.
   
                 "Affiliate" of a named Person shall mean (a)
          any Person owning 5% more of the voting stock or
          rights of such named Person or of which the named
          Person owns 5% or more of such voting stock or rights;
          (b) any Person controlling, controlled by or under
          common control with such named Person; (c) any officer
          or director of such named Person or any Affiliates of
          the named Person; and (d) any family member of the
          named Person or any Affiliate of such named Person.
       
                 "Business Day" shall mean a weekday on which
          commercial banks are open for business in
          Jacksonville, Florida.
   
                 "Chattel Paper" shall mean all writing or
          writings which evidence both a monetary obligation and
          a security interest in or the lease of specific goods
          and in addition includes all property included in the
          definition of "chattel paper" as used in the Code,
          together with any guaranties, letters of credit and
          other security therefor, whether now owned or
          hereafter acquired or received by or belonging to
          Borrower.
   
                 "Code" shall mean the Florida Uniform
          Commercial Code, as in effect from time to time.
   
                 "Collateral" means the following property of
          the Borrower, wherever located and whether now owned
          by Borrower or hereafter acquired: (a) all Inventory;
          (b) all General Intangibles; (c) all Accounts and
          Chattel Paper and any other instrument or intangible
          representing payment for goods or services; (d) all
          Equipment;(e) to the extent not named above, all
          personal property of the Borrower, whether now owned
          or hereafter acquired or received by or belonging to
          Borrower and wherever located; (f) all books and
          records (including without limitation computer tapes
          and data files) related to all property in which
          Debtor grants a security interest under the Security
          Agreement or any other agreement between Borrower and
          the Lender, whether now owned or hereafter acquired or
          received by or belonging to Borrower and wherever
          located, and all replacements and substitutions for
          such books and records; (g) all parts, replacements,
          substitutions, profits, products and cash and non-cash
          proceeds of any of the foregoing (including insurance
          proceeds payable by reason of loss or damage thereto
          and tax refunds) in any form and wherever located; and
          (h) all replacements and substitutions for or
          accessing to all such property.  Collateral shall
          include all written or electronically recorded records
          relating to any such Collateral and other rights
          relating thereto.
   
                 "Conversion Date" shall mean the day that is
          immediately after the fifth consecutive day that the
          principal balance under Line of Credit I is equal to
          or exceeds the Maximum Loan Amount ($1,250,000).
   
                 "Debt" shall mean all liabilities of a
          Person as determined under generally accepted
          accounting principles and all obligations which such
          Person has guaranteed or endorsed or is otherwise
          secondarily or jointly liable, and shall include,
          without limitation (a) all obligations for borrowed
          money or purchased assets, (b) obligations secured by
          assets whether or not any personal liability exists,
          (c) the capitalized amount of any capital or finance
          lease obligations, (d) the unfunded portion of pension
          or benefit plans or other similar liabilities,
          (e) obligations as a general partner, (f) contingent
          obligations pursuant to guaranties, endorsements,
          letters of credit and other secondary liabilities, and
          (g) obligations for deposits.
   
                 "Default Rate" shall mean the highest lawful
          rate of interest per annum specified in any Note to
          apply after a default under such Note or, if no such
          rate is specified, a rate equal to the lesser of
          (a) five (5) percentage points above the rate on the
          Loan otherwise in effect from time to time, or (b) the
          highest rate of interest allowed by law.
       
                 "Equipment" shall mean all machinery,
          furniture, computer equipment and related accessories,
          fixtures, leasehold improvements, equipment, motor
          vehicles, rolling stock and other tangible property of
          a Person of every description, except  Inventory and
          in addition includes  all property included in the
          definition of "equipment" as used in the Code, whether
          now owned or hereafter acquired and wherever located,
          and all replacements and substitutions for such goods
          or accessions to such goods.
   
                 "Event of Default" shall mean any event
          specified as such in Section 6.1 hereof ("Events of
          Default"), provided that there shall have been
          satisfied any requirement in connection with such
          event for the giving of notice or the lapse of time,
          or both; "Default" or "default" shall mean any of such
          events, whether or not any such requirement for the
          giving of notice or the lapse of time or the happening
          of any further condition, event or act shall have been
          satisfied.
   
                 "General Intangibles" shall mean all
          intangible personal property (including things in
          action) except Accounts, Chattel  Paper and
          instruments (as defined in the Code), including all
          contract rights, copyrights, trademarks,  trade names, 
          service marks, patents, patent drawings, licenses,
          designs, formulas, rights to a Person's name itself,
          customer lists, chooses-in-action (whether they arise
          in tort or contract), rights to all prepaid expenses,
          marketing expenses, rights to receive future
          contracts, fees, commissions and orders relating in
          any respect to any business of a Person, all licenses
          and permits, all computer programs and other software
          owned by a Person, or which a Person has the right to
          use, and all   rights  for breach of warranty or other
          claims for funds to which a Person may be entitled,
          and in addition includes all property included in the
          definition of "general intangibles" as used in the
          Code, in all cases whether now owned or hereafter
          acquired or received by or belonging to Borrower,
          whether or not excluded from coverage under the Code
          by Section 679.104 or similar provisions.
   
                 "Indebtedness" shall mean all obligations
          now or hereafter owed to the Lender by the Borrower,
          whether related or unrelated to the Loan, including,
          without limitation, amounts owed or to be owed under
          the terms of the Loan Documents, or arising out of the
          transactions described therein, including, without
          limitation, the Loan, sums advanced to pay overdrafts
          on any account maintained by the Borrower with the
          Lender, reimbursement obligations for outstanding
          letters of credit or banker's acceptances issued to
          the account of the Borrower, amounts paid by the
          Lender under letters of credit or drafts accepted by
          the Lender for the account of the Borrower, together
          with all interest accruing thereon, all fees, all
          costs of collection, attorneys' fees and expenses of
          or advances by the Lender which the Lender pays or
          incurs in discharge of obligations of the Borrower or
          to repossess, protect, preserve, store or dispose of
          any Collateral, whether such amounts are now due or
          hereafter become due, direct or indirect, absolute or
          contingent, and whether such amounts due are from time
          to time reduced or entirely extinguished and
          thereafter re-incurred or reinstated.
   
                 "Inventory" means all goods, parts,
          merchandise and other personal property of a Person
          which is held for sale or lease or furnished or to be
          furnished under a contract for services or raw
          materials, and all work in process and materials used
          or consumed or to be used or consumed in a Person's
          business, and in addition, includes all property
          included in the definition of "inventory" as used in
          the Code, whether manufactured, assembled or
          commingled, finished goods and products, and other
          tangible personal property, whether now owned or
          hereafter acquired, received by or belonging to
          Borrower.
   
                 "Lien" (collectively "Liens") shall mean any
          mortgage, pledge, statutory lien or other lien arising
          by operation of law, security interest, trust
          arrangement, financing lease, collateral assignment or
          other encumbrance, or any segregation of assets or
          revenues (whether or not constituting a security
          interest) with respect to any present or future
          assets, revenues or rights to the receipt of income of
          the Person referred to in the context in which the
          term is used.
   
                 "Loan" shall mean the loans, lines of credit
          and other credit accommodations identified in Sections
          3.1 and 3.2 hereof.
   
                 "Line of Credit I" shall mean the line of
          credit converting to a term loan as described in
          Section 3.1 hereof.
   
                 "Line of Credit II" shall mean the line of
          credit as described in Section 3.2 hereof.
   
                 "Loan Documents" shall mean this Agreement,
          any other Security Agreement, any Note, the Advance
          Requests, UCC-l financing statements and all other
          documents and instruments now or hereafter evidencing,
          describing, guaranteeing or securing the Loan or
          delivered in connection with this Agreement, as they
          may be modified.
   
                 "Maximum Loan Amount" as it refers to Line
          of Credit I shall mean $1,250,000 or such other amount
          as the Lender may consent to in writing from time to
          time and as it refers to Line of Credit II shall mean
          $2,500,000 or such other amount as the Lender may
          consent to in writing from time to time.
   
                 "Note" or "Notes" shall mean one or more
          Promissory Notes, as defined in Article 3, and any
          other promissory note now or hereafter evidencing the
          Loan and all modifications, extensions and renewals
          thereof.  "Note I" shall mean the Promissory Note, as
          defined in Section 3.1, and any other promissory note
          now or hereafter evidencing Line of Credit I and all
          modifications, extensions and renewals thereof.  "Note
          II" shall mean the Promissory Note, as defined in
          Section 3.2, and any other promissory note now or
          hereafter evidencing Line of Credit II and all
          modifications, extensions and renewals thereof.
   
                 "Permitted Debt" shall mean (a) the
          Indebtedness; and (b) any other Debt listed on Exhibit
          1.1C hereto (if any) and any extensions, renewals,
          replacements, modifications and refundings of any such
          Debt if, and to the extent, permitted by Exhibit 1.1C;
          provided, however, that the principal amount of such
          Debt may not be increased from the amount shown as
          outstanding on such exhibit; and (c) such other Debt
          as the Lender may consent to in writing from time to
          time.
   
                 "Permitted Liens" shall mean (a) Liens
          securing the Indebtedness; (b) Liens for taxes and
          other statutory Liens, landlord's Liens and similar
          Liens arising out of operation of law (provided they
          are subordinate to the Lender's Liens on Collateral)
          so long as the obligations secured thereby are not
          past due or are being contested as permitted herein;
          (c) Liens described on Exhibit 1.1D hereto (if any),
          provided, however, that no debt not now secured by
          such Liens shall become secured by such Liens
          hereafter and such Liens shall not encumber any other
          assets; and (d) such other Liens as the Lender may
          consent to in writing from time to time.
   
                 "Person" shall mean any natural person,
          corporation, unincorporated organization, trust,
          joint-stock company, joint venture, association,
          company, limited or general partnership, any
          government, or any agency or political subdivision of
          any government, which includes where applicable the
          Borrower.
   
                 "Purchase Agreement" shall mean that certain
          Share Purchase Agreement between Lender and Borrower
          dated the date of this Agreement.
       
                 "Security Agreement" shall mean this
          Agreement as it relates to a security interest in the
          Collateral, and any other mortgage, security agreement
          or similar instrument now or hereafter executed by the
          Borrower or other Person granting the Lender a
          security interest in any Collateral to secure the
          Indebtedness.
       
                 "Subsidiary" shall mean any corporation,
          partnership or other Person in which the Borrower,
          directly or indirectly, owns more than fifty percent
          (50%) of the stock, capital or income interests, or
          other beneficial interests, or which is effectively
          controlled by the Borrower.
   
            39.2 Financial Terms.  All financial terms used
   herein shall have the meanings assigned to them under
   generally accepted accounting principles unless another
   meanings shall be specified.
   
       40.  Representations and Warranties.  In order to
   induce the Lender to enter into this Agreement and to make
   the Loan, the Borrower makes the following representations
   and warranties, all of which shall survive the execution
   and delivery of the Loan Documents.  Unless otherwise
   specified, such representations and warranties shall be
   deemed made as of the date hereof and as of the Advance
   Date of any Advance by the Lender to the Borrower:
   
            40.1 Valid Existence and Power.  The Borrower is
   a corporation duly organized, validly existing and in good
   standing under the laws of the jurisdiction of its
   organization is duly qualified or licensed to transact
   business in all places where the failure to be so qualified
   would have a material adverse effect on it.  The Borrower
   and each other Person which is a party to any Loan Document
   (other than the Lender) has the power to make and perform
   the Loan Documents executed by it and all such instruments
   will constitute the legal, valid and binding obligations of
   such Person, enforceable in accordance with their
   respective terms, subject only to bankruptcy and similar
   laws affecting creditors' rights generally.
       
            40.2 Authority.  The execution, delivery and
   performance thereof by the Borrower and each other Person
   (other than the Lender) executing any Loan Document have
   been duly authorized by all necessary action of such
   Person, and do not and will not violate any provision of
   law or regulation, or any writ, order or decree of any
   court or governmental or regulatory authority or agency or
   any provision of the governing instruments of such Person,
   and do not and will not, with the passage of time or the
   giving of notice, result in a breach of, or constitute a
   default or require any consent under, or result in the
   creation of any Lien upon any property or assets of such
   Person pursuant to, any law, regulation, instrument or
   agreement to which any such Person is a party or by which
   any such Person or its respective properties may be
   subject, bound or affected.
   
            40.3 Financial Condition.  All balance sheets,
   financial statements, profit and loss statements, and all
   other information heretofore furnished to the Lender are
   true and correct and fairly reflect the financial condition
   of the Borrower and its Subsidiaries, if any, as of the
   dates thereof, including all Debt.  Other than as disclosed
   in financial statements delivered on or prior to the date
   hereof to the Lender, the Borrower does not have any direct
   or contingent obligations or liabilities (including any
   guarantees or leases) or any material unrealized or antici-
   pated losses from any commitments of such Person except as
   described on Exhibit 2.3 (if any).  The Borrower is not
   aware of any material adverse fact (other than facts which
   are generally available to the public and not particular to
   the Borrower, such as general economic or industry trends)
   concerning the conditions or future prospects of the
   Borrower which has not been fully disclosed to the Lender,
   including any adverse change in the operations or financial
   condition of such Person since the date of the most recent
   financial statements delivered to the Lender.
   
            40.4 Litigation.  Except as disclosed on Exhibit
   2.4 (if any), there are no suits or proceedings pending, or
   to the knowledge of the Borrower threatened, before any
   court or by or before any governmental or regulatory
   authority, commission, bureau of agency or public
   regulatory body against or affecting the Borrower or its
   assets, which if adversely determined would have a material
   adverse effect on the financial condition or business of
   the Borrower.
   
            40.5 Agreements, Etc.  The Borrower is not a
   party to any agreement or instrument or subject to any
   court order, governmental decree or any charter or other
   corporate restriction, adversely affecting its business,
   properties or assets, operations or condition (financial or
   otherwise) nor is the Borrower in default in the
   performance, observance or fulfillment of any of the
   obligations, covenants or conditions contained in any
   agreement or instrument to which it is a party, or any law,
   regulation, decree, order or the like.
   
            40.6 Authorizations.  All authorizations,
   consents, approvals and licenses required under applicable
   law or regulation for the ownership or operation of the
   property owned or operated by the Borrower or for the
   conduct of any business in which it is engaged have been
   duly issued and are in full force and effect, and it is not
   in default, nor has any event occurred which with the
   passage of time or the giving of notice, or both, would
   constitute a default, under any of the terms or provisions
   of any part thereof, or under any order, decree, ruling,
   regulation, closing agreement or other decision or
   instrument of any governmental commission, bureau or other
   administrative agency or public regulatory body having
   jurisdiction over the Borrower, which default would have a
   material adverse effect on the Borrower. Except as noted
   herein, no approval, consent or authorization of, or filing
   or registration with, any governmental commission, bureau
   or other regulatory authority or agency is required with
   respect to the execution, delivery or performance of any
   Loan Document.
   
            40.7 Title.  The Borrower has good title to all
   of the assets shown in its financial statements free and
   clear of all Liens, except Permitted Liens.  The Borrower
   alone has full ownership rights in all Collateral.
   
            40.8 Collateral.  The security interests granted
   to the Lender herein and pursuant to any other Security
   Agreement (a) constitute and, as to subsequently acquired
   property included in the Collateral covered by the Security
   Agreement, will constitute, security interests under the
   Code entitled to all of the rights, benefits and priorities
   provided by the Code and (b) are, and as to such
   subsequently acquired Collateral will be fully perfected,
   superior and prior to the rights of all third persons, now
   existing or hereafter arising, subject only to Permitted
   Liens.  All of the Collateral is intended for use solely in
   the Borrower's business.
   
            40.9 Location.  The chief executive office of the
   Borrower where the Borrower's business records are located
   is the address designated for notices in Section 8.4
   ("Notices") and the Borrower has no other places of
   business except as shown on Exhibit 2.9 (if any).
   
            40.10     Taxes.  The Borrower has filed all
   federal and state income and other tax returns which, to
   the best knowledge of the Borrower, are required to be
   filed, and have paid all taxes as shown on said returns and
   all taxes, including ad valorem taxes, shown on all
   assessments received by it to the extent that such taxes
   have become due.  The Borrower is not subject to any
   federal, state or local tax Liens, nor has the Borrower
   received any notice of deficiency or other official notice
   to pay any taxes.  The Borrower has paid all sales and
   excise taxes payable by it.
   
            40.11     Withholding Taxes.  The Borrower has
   paid all withholding, FICA and other payments required by
   federal, state or local governments with respect to any
   wages paid to employees.
   
            40.12     Labor Law Matters.  No goods or
   services have been or will be produced by the Borrower in
   violation of any applicable labor laws or regulations or
   any collective bargaining agreement or other labor
   agreements or in violation of any minimum wage,
   wage-and-hour or other similar laws or regulations.
   
            40.13     Accounts.  Each Account, instrument,
   Chattel Paper and other writing constituting any portion of
   the Collateral is (a) genuine and enforceable in accordance
   with its terms except for such limits thereon arising from
   bankruptcy and similar laws relating to creditors' rights;
   (b) not subject to any defense, setoff, claim or
   counterclaim of a material nature against the Borrower
   except as to which the Borrower has notified the Lender in
   writing; and (c) not subject to any other circumstances
   that would impair the validity, enforceability or amount of
   such Collateral except as to which the Borrower has
   notified the Lender in writing.
   
            40.14     Use and Location of Collateral.  The
   Collateral is located only, and shall at all times be kept
   and maintained only, at the Borrower's location or
   locations as described herein.  No such Collateral is
   attached or affixed to any real property so as to be
   classified as a fixture unless the Lender has otherwise
   agreed in writing.
   
            40.15     Judgment Liens.  The Borrower, nor any
   of its assets, are subject to any unpaid judgments (whether
   or not stayed) or any judgment liens in any jurisdiction.
   
            40.16     Intent and Effect of Transactions. 
   This Agreement and the transactions contemplated herein
   (a) are not made or incurred with intent to hinder, delay
   or defraud any person to whom the Borrower has been, is
   now, or may hereafter become indebted; (b) do not render
   the Borrower insolvent nor is the Borrower insolvent on the
   date of this Agreement; (c) do not leave the Borrower with
   an unreasonably small capital with which to engage in its
   business or in any business or transaction in which it
   intends to engage; and (d) are not entered into with the
   intent to incur, or with the belief that the Borrower would
   incur, debts that would be beyond its ability to pay as
   such debts mature.
   
            40.17     Subsidiaries.  The Borrower has no
   Subsidiaries.
   
            40.18     Hazardous Materials.  The Borrower's
   property and improvements thereon have not in the past been
   used, are not presently being used, and will not in the
   future be used for, nor does the Borrower engage in, the
   handling, storage, manufacture, disposition, processing,
   transportation, use or disposal of hazardous or toxic
   materials.
   
            40.19     ERISA.  The Borrower does not have any
   pension, profit-sharing or other benefit plan subject to
   the Employee Retirement Income Security Act  of 1974, as
   amended ("ERISA").
   
       41.  The Loan
   
            41.1 Line of Credit I.  The Lender may in its
   discretion lend to the Borrower a total principal amount
   not to exceed the Maximum Loan Amount for working capital
   to be used in the operation of the Borrower's business. 
   Line of Credit I shall be evidenced by and payable in
   accordance with the terms of a promissory note ("Note I")
   in the face amount of the Maximum Loan Amount for Line of
   Credit I.  Note I shall evidence the outstanding principal
   balance of Line of Credit I, as it may change from time to
   time.  ADVANCES UNDER LINE OF CREDIT I ARE DISCRETIONARY
   WITH THE LENDER AND THE PRINCIPAL BALANCE OF THE REVOLVING
   LOAN, OR SO MUCH THEREOF AS MAY BE ADVANCED, SHALL BE
   PAYABLE IN FULL ON DEMAND.  Advances under Line of Credit I
   shall be subject to the following terms:
   
                 (a)  Advances of proceeds of Line of Credit
          I shall be limited to the  Maximum Loan Amount at any
          time outstanding;
   
                 (b)  All Advances by the Lender to or for
          the account of the Borrower, whether or not in excess
          of the Maximum Loan Amount, shall be considered part
          of the indebtedness under Note I, shall bear interest
          as provided in Note I, and shall be entitled to all
          rights and benefits hereunder and under all other Loan
          Documents; and
   
                 (c)  The Borrower shall not request and the
          Lender will not be required to consider requests for
          Advances under Line of Credit I after the Conversion
          Date; provided that the Lender may in its discretion
          extend such date in writing and further provided that
          the repayment obligations of the Borrower for Advances
          made by the Lender after such date (as it may be
          extended) shall be binding on the Borrower to the same
          extent as obligations with respect to Advances made
          prior to such date.
   
                 (d)  As of the Conversion Date, the Lender
          shall pay from an Advance under Line of Credit II
          (which hereby is authorized without any notice to or
          action by the Borrower) any amount due under Note I
          that exceeds the Maximum Loan Amount for Line of
          Credit I, and simultaneously with such payment the
          interest rate and payment terms of Note I shall be
          converted without any notice to or action by any
          Person to Ten percent (10%) and payments based on a
          term loan for ten (10) years with equal monthly
          payments, and otherwise as set forth in Note I.
   
            41.2 Line of Credit II.  From and after the
   Conversion Date, the Lender may in its discretion lend to
   the Borrower a total principal amount not to exceed the
   Maximum Loan Amount for working capital to be used in the
   operation of the Borrower's business.  Line of Credit II
   shall be evidenced by and payable in accordance with the
   terms of a promissory note ("Note II") in the face amount
   of the Maximum Loan Amount for Line of Credit II.  Note II
   shall evidence the outstanding principal balance of Line of
   Credit II, as it may change from time to time.  ADVANCES
   UNDER LINE OF CREDIT II ARE DISCRETIONARY WITH THE LENDER
   AND THE PRINCIPAL BALANCE OF THE REVOLVING LOAN, OR SO MUCH
   THEREOF AS MAY BE ADVANCED, SHALL BE PAYABLE IN FULL ON
   DEMAND.  Advances under Line of Credit II shall be subject
   to the following terms:
   
                 (a)  Advances of proceeds of Line of Credit
          II shall be limited to the  Maximum Loan Amount at any
          time outstanding;
   
                 (b)  All Advances by the Lender to or for
          the account of the Borrower, whether or not in excess
          of the Maximum Loan Amount, shall be considered part
          of the indebtedness under Note II, shall bear interest
          as provided in Note II, and shall be entitled to all
          rights and benefits hereunder and under all other Loan
          Documents; and
       
            41.3 Limitations on Advances.  The outstanding
   balance of the Loan may increase and decrease from time to
   time, and Advances thereunder may be repaid and reborrowed,
   but the total of Advances outstanding at any one time under
   the Loan shall never exceed the applicable Maximum Loan
   Amount.
   
            41.4 Notice and Manner of Borrowing.  Unless
   another satisfactory procedure for disbursements is agreed
   upon in writing by the parties, the following procedure
   will be used for disbursement of proceeds of the Loan.  The
   Borrower shall deliver a written and signed Advance Request
   to the Lender not later than 12:00 noon, Jacksonville time,
   on the second Business Day prior to the proposed Advance
   Date, in the form attached hereto as Exhibit 3.3, setting
   forth the amount of the requested Advance, and a
   reconciliation from the previous Advance Request (or
   monthly report), specifying the date (which shall be a
   Business Day), and the amount of the proposed Advance of
   proceeds, and providing such other information as the
   Lender may require.
   
            41.5 Calculation of Interest.  All interest under
   the Notes or hereunder shall be calculated on the basis of
   a 360-day year for the actual number of days elapsed in an
   interest period (actual/360 method), unless the Lender
   shall otherwise elect.
   
   
            41.6 Overdue Payments.  Any payments not made as
   and when due shall bear interest from the date due until
   paid at the Default Rate.
   
            41.7 Sales Tax.  The Borrower shall notify the
   Lender if any Account includes any sales or other similar
   tax and the Lender may, but shall not be obligated to,
   remit any such taxes directly to the taxing authority and
   make Advances.  In no event shall the Lender be liable for
   any such taxes.
       
       42.  Conditions Precedent to Borrowing.  Prior to any
   Advance of the proceeds of any Loan, the following
   conditions shall have been satisfied, in the sole opinion
   of the Lender and its counsel:
   
            42.1 Conditions Precedent to Initial Advance.  In
   addition to any other requirement set forth in this
   Agreement, the Lender will not make the initial Advance
   under Line of Credit I  unless and until the following
   conditions shall have been satisfied:
   
                 (a)  Loan Documents.  The Borrower and each
          other party to any Loan Documents, as applicable,
          shall have executed and delivered this Agreement, the
          Notes, and other required Loan Documents, all in form
          and substance satisfactory to the Lender.
   
                 (b)  Supporting Documents.  The Borrower
          shall cause to be delivered to the Lender the
          following documents:
   
                      (i)  A copy of the governing
               instruments of the Borrower and a good standing
               certificate of the Borrower, certified by the
               appropriate official of its state of
               incorporation and the State of Florida, if
               different;
                      (ii) Incumbency certificate and
               certified resolutions of the board of directors
               (or other appropriate Persons) of the Borrower
               and each other Person executing any Loan
               Documents authorizing the execution, delivery and
               performance of the Loan Documents; and
   
                      (iii)  UCC-11 searches and other Lien
               searches showing no existing security interests
               in or Liens on the Collateral other than the
               security interests of the Lender and Permitted
               Encumbrances.
   
                 (c)  Insurance.  The Borrower shall have
          delivered to the Lender satisfactory evidence of
          insurance meeting the requirements of Section 5.3
          ("Insurance").
   
                 (d)  Perfection of Liens.  UCC-l financing
          statements and, if applicable, certificates of title
          covering the Collateral executed by the Borrower shall
          duly have been recorded or filed in the manner and
          places required by law to establish, preserve, protect
          and perfect the interests and rights created or
          intended to be created by this Agreement and any other
          Security Agreement; and all taxes, fees and other
          charges in connection with the execution, delivery and
          filing of this Agreement, the Security Agreement and
          the financing statements shall duly have been paid.
   
                 (e)  Subordinations.  The Lender shall have
          received subordinations satisfactory to it from all
          lessors that might have landlord's Liens on any
          Collateral.
   
                 (f)  Additional Documents.  The Borrower
          shall have delivered to the Lender all additional
          opinions, documents, certificates and other assurances
          that the Lender or its counsel may require.
   
            42.2 Conditions Precedent to Each Advance.  The
   following conditions, in addition to any other requirements
   set forth in this Agreement, shall have been met or
   performed by the Advance Date with respect to any Advance
   Request:
   
                 (a)  Advance Request.  The Borrower shall
          have delivered to the Lender an Advance Request and
          other information, as required under in Section 3.3
          ("Notice and Manner of Borrowing").
   
                 (b)  No Default.  No default under this
          Agreement and the Purchase Agreement shall have
          occurred and be continuing or will occur upon the
          making of the Advance in question and the Borrower
          shall have delivered to the Lender an officer's
          certificate to such effect, which may be incorporated
          in the Advance Request.
   
                 (c)  Correctness of Representations.  All
          representations and warranties made by the Borrower
          herein or otherwise in writing in connection herewith
          (including the Purchase Agreement) shall be true and
          correct with the same effect as though the
          representations and warranties had been made on and as
          of the proposed Advance Date, and the Borrower shall
          have delivered to the Lender an officer's certificate
          to such effect, which may be incorporated in the
          Advance Request.
   
                 (d)  No Adverse Change.  There shall have
          been no material adverse change in the condition,
          financial or otherwise, of the Borrower from such
          condition as it existed on the date of the most recent
          financial statements of the Borrower delivered prior
          to date thereof.
   
                 (e)  The litigation between Borrower and
   Gerald A.     Weigert shall have been concluded to the
                    satisfaction of Lender and the settlement
                    proceeds from the litigation between Tokai
                    Bank and Borrower shall have been disbursed
                    in a manner satisfactory to Lender, in both
                    cases in Lender's sole discretion.
                 
                 (f)  Further Assurances.  The Borrower shall
          have delivered such further documentation or
          assurances as the Lender may reasonably require.
   
            4.3  Waiver and Application of Conditions.  The
   conditions to Lender's obligation contained in Sections 4.1
   and 4.2 of this Agreement are for the sole benefit of
   Lender and may be waived by Lender in whole or in part at
   any time in Lender's sole discretion.  No waiver of any
   such condition shall be valid unless in writing.  No waiver
   of any condition shall operate as a waiver of any condition
   other than as stated in the written waiver or as a waiver
   of the same condition of any Advance other than as stated
   in the written waiver.  The conditions to Lender's
   obligation contained in Sections 4.1 and 4.2 of this
   Agreement, nevertheless, shall not apply to any Advance if
   the failure of the condition is caused by any affirmative
   action of Vector taken after the date of this Agreement. 
   
       43.  Covenants of the Borrower.  The Borrower
   covenants and agrees that from the date hereof and until
   payment in full of the Notes and the formal termination of
   this Agreement, unless the Lender shall otherwise consent
   in writing, the Borrower:
   
            43.1 Use of Loan Proceeds.  Shall use the
   proceeds of the Loan only for working capital in the
   operation of the business of the Borrower and shall furnish
   the Lender all evidence that it may reasonably require with
   respect to such use.
   
            43.2 Maintenance of Business and Properties. 
   Shall at all times maintain, preserve and protect all
   Collateral and all the remainder of its material property
   used or useful in the conduct of its business, and keep the
   same in good repair, working order and condition, and from
   time to time make, or cause to be made, all material
   needful and proper repairs, renewals, replacements,
   betterments and improvements thereto so that the business
   carried on in connection therewith may be conducted
   properly and in accordance with standards generally
   accepted in businesses of a similar type and size at all
   times, and maintain and keep in full force and effect all
   licenses and permits necessary to the proper conduct of its
   business.
   
            43.3 Insurance.  Shall maintain such liability
   insurance, workers' compensation insurance, business
   interruption insurance and casualty (loss by fire and other
   hazards included in the term "extended coverage") insurance
   as may be required by law, customary and usual for prudent
   businesses in its industry or as may be reasonably required
   by the Lender and shall insure and keep insured all
   Collateral and other properties in good and responsible
   insurance companies satisfactory to the Lender.  All hazard
   insurance covering Collateral shall be in amounts and shall
   contain co-insurance and deductible provisions approved by
   the Lender, shall name and directly insure the Lender as
   secured party and loss payee under a long-form New York
   standard loss payee clause, or its equivalent, and shall
   not be terminable except upon 30 days' written notice to
   the Lender.  The Lender is authorized, but not obligated,
   to purchase any or all of such insurance or "single
   interest insurance" protecting only its security interests,
   if available, all at the Borrower's expense.  In such
   event, the Borrower agrees to reimburse the Lender for the
   cost of such insurance to the extent that the same is not
   included in the principal amount of the Notes.  In the
   event of any Default under this Agreement, Lender is
   authorized in its sole discretion to cancel any insurance
   and credit any premium refund against the unpaid balance
   due on the Notes.
   
            43.4 Notice of Default.  Shall provide to the
   Lender immediate notice of (a) the occurrence of a Default,
   (b) any material litigation or material changes in existing
   litigation or any judgment against it or its assets,
   (c) any material damage or loss to property, (d) any notice
   from taxing authorities as to claimed deficiencies or any
   tax lien or any notice relating to alleged ERISA
   violations, (e) any Reportable Event, as defined in ERISA,
   (f) any rejection, return, offset, dispute, loss or other
   circumstance having a material adverse effect on any
   Collateral, and (g) any loss or threatened loss of material
   licenses, permits or patents.
   
            43.5 Inspections.  Shall permit inspections of
   the Collateral and the records of such Person pertaining
   thereto, at such times and in such manner as may be
   reasonably required by the Lender and shall further permit
   such inspection, review and audits of its other records and
   its properties (with such reasonable frequency and at such
   reasonable times as the Lender may desire) by the Lender as
   the Lender may deem necessary or desirable from time to
   time.  The cost of such audits, reviews and inspections
   shall be borne by the Borrower.
   
            43.6 Financial Information.  Shall maintain books
   and records in accordance with generally accepted
   accounting principles and shall furnish to the Lender the
   following periodic financial information:
   
                 (a)  Annual Reports.  Within 90 days after
          the end of each fiscal year of the Borrower, a copy of
          a Form 10-K as filed with the Securities and Exchange
          Commission and in compliance with the rules and
          regulations relating to such a filing, or a
          consolidated and consolidating balance sheet and a
          consolidated and consolidating statement of income
          (loss), surplus (deficit) and cash flow, together with
          supporting Schedules; all in reasonable detail and
          prepared in conformity with generally accepted
          accounting principles, applied on a basis consistent
          with that of the preceding year; all examined by an
          independent certified public accountant acceptable to
          the Lender, showing the financial condition of the
          Borrower and any Subsidiaries at the close of such
          year and the results of operations of the Borrower and
          any Subsidiaries during the year.  The opinion of such
          independent certified public accountant shall not be
          acceptable to the Lender if qualified due to any
          limitations in scope imposed by the Borrower or any
          Subsidiaries.  Any other qualification of the opinion
          by the accountant shall render the acceptability of
          the financial statements subject to Lender approval. 
   
                 (b)  Monthly Reports.  Within 30 days after
          the end of each calendar month similar financial
          statements to those referred to in subparagraph (a)
          above, unaudited but certified as to their correctness
          by the chief operating officer or the principal
          financial officer of the Borrower, all in reasonable
          detail, prepared in accordance with generally accepted
          accounting principals applied on a consistent basis
          throughout the period involved and prior periods, such
          balance sheets to be as of the end of such period and
          such statements of income and surplus to be for the
          period from beginning of the fiscal year to the end of
          such period, and in each case subject to audit and
          year-end adjustments.
   
                 (c)  No Default Certificates.  Together with
          each report required by Subsection (a) and (b), shall
          submit a certificate of its president or chief
          financial officer that no Default or Event of Default
          then exists or if a Default or Event of Default
          exists, the nature and duration thereof and the
          Borrower's intention with respect thereto, and in
          addition, shall cause the Borrower's independent
          auditors (if applicable) to submit to the Lender,
          together with its audit report, a statement that, in
          the course of such audit, it discovered no
          circumstances which it believes would result in a
          Default or Event of Default or if it discovered any
          such circumstances, the nature and duration thereof.
   
                 (d)  Additional Securities Filings.  Within
          the time period required for such filings, a copy of
          any Form 10-Q, Form 8-K and any other document
          required to be filed by Securities Exchange Act of
          1934, as amended, and the  rules and regulations of
          the Securities and Exchange Commission, as filed with
          the Securities and Exchange Commission and in
          compliance with the rules and regulations relating to
          such a filing.
       
                 (e)  Additional Information.  In addition to
          the financial statements required in this Agreement,
          the Lender reserves the right to require other or
          additional financial or other information concerning
          the Borrower and the Collateral.
   
            43.7 Debt.  Shall not create or permit to exist
   any Debt, including any guaranties or other contingent
   obligations, except Permitted Debt.
   
            43.8 Liens.  Shall not create, assume or permit
   to exist any Liens on any of its property except Permitted
   Exceptions.
   
            43.9 Merger, Sale, Etc.  Shall maintain its
   corporate existence, good standing and necessary
   qualifications to do business and shall not merge or
   consolidate with any Person or acquire all or substantially
   all of the assets of, or 50% or more of any class of equity
   interest of, any Person or sell, lease, assign or otherwise
   dispose of any Collateral or substantial portion of its
   other assets (other than sales of obsolete or worn-out
   equipment and sales of Inventory in the ordinary course of
   business).
   
            43.10     Loans and Other Investments.  Shall not
   make or permit to exist any advances or loans to, or
   guarantee or become contingently liable, directly or
   indirectly, in connection with the obligations, leases,
   stock or dividends of, or own, purchase or make any
   commitment to purchase any stock, bonds, notes, debentures
   or other securities of, or any interest in, or make any
   capital contributions to (all of which are sometimes
   collectively referred to herein as "Investments") any
   Person except for (a) purchases of direct obligations of
   the United States government, (b) deposits in commercial
   banks insured by the Federal Deposit Insurance Corporation,
   (c) commercial paper of any U.S. corporation having the
   highest ratings then given by Moody's Investors Service,
   Inc. or Standard & Poor's Corporation, and (d) endorsement
   of negotiable instruments for collection in the ordinary
   course of business.
   
            43.11     Change in Business.  Shall not enter
   into any business which is substantially different from the
   business or businesses in which it is presently engaged.
   
            43.12     Accounts.  (a) shall not sell, assign
   or discount any of its Accounts, Chattel Paper or any
   promissory notes held by it other than the discount of such
   notes in the ordinary course of business for collection;
   and (b) shall notify the Lender promptly in writing with
   any discount, offset or other deductions not shown on the
   face of an Account invoice and any dispute over an Account,
   and any information relating to an adverse change in any
   Account Debtor's financial condition or ability to pay its
   obligations.
   
   
            43.13     No Change in Name, Offices; Removal of
   Collateral.  Shall not, unless it shall have given 60 days'
   advance written notice thereof to the Lender, (a) change
   its name or the location of its chief executive office or
   other office where books or records are kept or (b) permit
   any Inventory or other tangible Collateral to be located at
   any location other than as specified in Section 2.9.
   ("Location").
   
            43.14     No Sale, Leaseback.  Shall not enter
   into any sale-and-leaseback or similar transaction.
   
            43.15     Payment of Taxes, Etc.  Shall pay
   before delinquent all of its debts and taxes except that
   the Lender shall not unreasonably withhold its consent to
   nonpayment of taxes being actively contested in accordance
   with law (provided that the Lender may require bonding or
   other assurances).
   
            43.16     Compliance; Hazardous Materials.  Shall
   strictly comply with all laws, regulations, ordinances and
   other legal requirements, specifically including, without
   limitation, ERISA, all securities laws and all laws
   relating to hazardous materials and the environment; and
   unless approved in writing by the Lender, the Borrower
   shall not engage in the storage, manufacture, disposition,
   processing, handling, use or transportation of any
   hazardous or toxic materials, whether or not in compliance
   with applicable laws and regulations.
   
            43.17     Subsidiaries.  Shall not acquire, form
   or dispose of any Subsidiaries or permit any Subsidiary to
   issue capital stock except to its parent.
   
            43.18     Withholding Taxes.  Pay as and when due
   all employee withholding, FICA and other payments required
   by federal, state and local governments with respect to
   wages paid to employees.
   
            43.19     Further Assurances.  Shall take such
   further action and provide to the Lender such further
   assurances as may be reasonably requested to ensure
   compliance with the intent of this Agreement and the other
   Loan Documents.
   
       44.  Default.
   
            44.1 Events of Default.  Each of the following
   shall constitute an Event of Default under this Agreement
   and be a default under both Note I and Note II:
   
                 (a)  Any representation or warranty made by
          the Borrower or any other party to any Loan Document
          (other than the Lender) herein or therein or in any
          certificate or report furnished in connection herewith
          or therewith shall prove to have been untrue or
          incorrect in any material respect when made and at
          each Advance; or
                 (b)  There shall occur any default by the
          Borrower in the payment, when due, of any principal of
          or interest on the Notes, any amounts due hereunder or
          any other Loan Document or any other Indebtedness (not
          cured within any grace period provided in such Note or
          in the document or instrument evidencing such
          Indebtedness); or
   
                 (c)  There shall occur any default by the
          Borrower or any other party to any Loan Document
          (other than the Lender) in the performance of any
          agreement, covenant or obligation contained in this
          Agreement or such Loan Document not provided for
          elsewhere in this Article 6 and such default is not
          cured within any grace period provided in this
          Agreement or such other Loan Document; or
   
                 (d)  Any other obligation now or hereafter
          owed by the Borrower to the Lender shall be in default
          and not cured within any period of grace provided
          therein or the Borrower shall be in default under any
          obligation in excess of $10,000 owed to any other
          obligee, which default entitles the obligee to
          accelerate any such obligations or exercise other
          remedies with respect thereto; or
   
                 (e)  The Borrower shall (i) voluntarily
          liquidate or terminate operations or apply for or
          consent to the appointment of, or the taking of
          possession by, a receiver, custodian, trustee or
          liquidator of the Borrower or of all or of a
          substantial part of its assets, (ii) admit in writing
          its inability, or be generally unable, to pay its
          debts as the debts become due, (iii) make a general
          assignment for the benefit of its creditors,
          (iv) commence a voluntary case under the federal
          Bankruptcy Code (as now or hereafter in effect), (v)
          file a petition seeking to take advantage of any other
          law relating to bankruptcy, insolvency,
          reorganization, winding-up, or composition or
          adjustment of debts, (vi) fail to controvert in a
          timely and appropriate manner, or acquiesce in writing
          to, any petition filed against it in an involuntary
          case under the Bankruptcy Code, or (vii) take any
          corporate action for the purpose of effecting any of
          the foregoing; or
   
                 (f)  Without its application, approval or
          consent, a proceeding shall be commenced, in any court
          of competent jurisdiction, seeking in respect of
          Borrower any remedy under the federal Bankruptcy Code,
          the liquidation, reorganization, 
   dissolution, winding-up, or composition or readjustment of
   debt, the appointment of a trustee, receiver, liquidator or
   the like of the Borrower, or of all or any substantial part
   of the assets of the Borrower, or other like relief under
   any law relating to bankruptcy, insolvency, reorganization,
   winding-up, or composition or adjustment of debts; or
   
                 (g)  Any security interest or Lien of the
          Lender hereunder or under any other Security Agreement
          shall not constitute a perfected security interest of
          first priority in the Collateral thereby encumbered,
          subject only to Permitted Liens; or
   
                 (h)  There shall occur any material loss,
          theft, damage or destruction of any of the Collateral,
          which loss is not fully insured; or
   
                 (i)  A judgment in excess of $10,000 shall
          be rendered against the Borrower and shall remain
          undischarged, undismissed and unstayed for more than
          ten days (except judgments validly covered by
          insurance with a deductible of not more than $10,000)
          or there shall occur any levy upon, or attachment,
          garnishment or other seizure of, any material portion
          of the assets of the Borrower by reason of the issu-
          ance of any tax levy, judicial attachment or
          garnishment or levy of execution or upon entry of a
          tax lien involving Borrower; and
   
                 (j)  If at any time all of the members of
          the Board of Directors of the Borrower shall not be
          persons acceptable to the Lender, which acceptance has
          been evidenced in writing.
       
   THE FOREGOING ENUMERATION OF EVENTS OF DEFAULT
   NOTWITHSTANDING, NOTHING HEREIN SHALL BE DEEMED TO LIMIT,
   RESTRICT, IMPAIR OR DIMINISH THE ABSOLUTE RIGHT OF THE
   LENDER TO DEMAND PAYMENT OF THE LOAN IN FULL, AT ANY TIME,
   WITHOUT CAUSE.
   
            44.2 Remedies.  If any Default shall occur, the
   Lender may, without notice to the Borrower, at its option,
   withhold further Advances to the Borrower of proceeds of
   the Loan.  Should (a) any Event of Default under Section
   6.1(g) occur and not be cured within thirty (30) days
   following delivery of written notice thereof by the Lender
   to the Borrower (which notice shall be complete upon hand
   or overnight delivery or upon facsimile delivery or mailing
   by certified mail, return receipt requested) or (b) any
   other Event of Default occur, the Lender may declare any or
   all Indebtedness to be immediately due and payable (if not
   earlier demanded), bring suit against the Borrower to
   collect the Indebtedness, exercise any remedy available to
   the Lender hereunder and take any action or exercise any
   remedy provided herein or in any other Loan Document or
   under applicable law, without demand or any notice or other
   action by Lender, all of which hereby are expressly waived. 
   No remedy shall be exclusive of other remedies or impair
   the right of the Lender to exercise any other remedies.
   
       45.  Security Agreement.
   
            45.1 Security Interest.
   
                 (a)  As security for the payment and
          performance of any and all of the Indebtedness and the
          performance of all other obligations and covenants of
          the Borrower hereunder and under the other Loan
          Documents, certain or contingent, now existing or
          hereafter arising, which are now, or may at any time
          or times hereafter be owing by the Borrower to the
          Lender, the Borrower hereby pledges to the Lender and
          gives the Lender a continuing security interest in and
          general Lien upon and right of set-off against, all
          right, title and interest of the Borrower in and to
          the Collateral, whether now owned or hereafter
          acquired by the Borrower, wherever located.  As
          further assurance for the payment and performance of
          the Indebtedness, Borrower hereby assigns to Lender
          all sums, including returned or unearned premiums,
          which may become payable under any policy of insurance
          on the Collateral, and Borrower hereby directs each
          insurance company issuing any such policy to make
          payment of such sums directly to Lender, subject to
          prior interests noted in this Agreement.  
   
                 (b)  Except as herein or by applicable law
          otherwise expressly provided, the Lender shall not be
          obligated to exercise any degree of care in connection
          with any Collateral in its possession, to take any
          steps necessary to preserve any rights in any of the
          Collateral or to preserve any rights therein against
          prior parties, and the Borrower agrees to take such
          steps. In any case the Lender shall be deemed to have
          exercised reasonable care if it shall have taken such
          steps for the care and preservation of the Collateral
          or rights therein as the Borrower may have reasonably
          requested the Lender to take and the Lender's omission
          to take any action not requested by the Borrower shall
          not be deemed a failure to exercise reasonable care. 
          No segregation or specific allocation by the Lender of
          specified items of Collateral against any liability of
          the Borrower shall waive or affect any security
          interest in or Lien against other items of Collateral
          or any of the Lender's options, powers or rights under
          this Agreement or otherwise arising. 
   
                 (c)  The Lender may at any time and from
          time to time, with or without notice to the Borrower,
          (i) transfer into the name of the Lender or the name
          of the Lender's nominee any of the Collateral, (ii)
          notify any Account Debtor or other obligor of any
          Collateral to make payment thereon direct to the
          Lender of any amounts due or to become due thereon and
          (iii) receive and after a default direct the
          disposition of any proceeds of any Collateral.
   
            45.2 Remedies.
   
                 (a)  If an Event of Default shall have
          occurred and be continuing, without waiving any of its
          other rights hereunder or under any other Loan
          Documents, the Lender shall have all rights and
          remedies of a secured party under the Code (and the
          Uniform Commercial Code of any other applicable
          jurisdiction) and such other rights and remedies as
          may be available hereunder, under other applicable law
          or pursuant to contract.  If requested by the Lender,
          the Borrower will promptly assemble the Collateral and
          make it available to the Lender at a place to be
          designated by the Lender.  The Borrower agrees that
          any notice by the Lender of the sale or disposition of
          the Collateral or any other intended action hereunder,
          whether required by the Code or otherwise, shall
          constitute reasonable notice to the Borrower if the
          notice is mailed to the Borrower by regular or
          certified mail, postage prepaid, at least five days
          before the action to be taken.  The Borrower shall be
          liable for any deficiencies in the event the proceeds
          of the disposition of the Collateral do not satisfy
          the Indebtedness in full.
   
                 (b)  If an Event of Default shall have
          occurred and be continuing, the Lender may demand,
          collect and sue for all amounts owed pursuant to
          Accounts, General Intangibles, Chattel paper or for
          proceeds of any Collateral (either in the Borrower's
          name or the Lender's name at the latter's option),
          with the right to enforce, compromise, settle or
          discharge any such amounts.  The Borrower appoints the
          Lender as the Borrower's attorney-in-fact to endorse
          the Borrower's name on all checks, commercial paper
          and other instruments pertaining to Collateral or
          proceeds.
   
                 (c)  The Borrower specifically authorizes
          the Lender, without limiting any other rights of the
          Lender, to apply the proceeds realized from
          disposition of the Collateral to satisfy the following
          items, in the order here listed:
   
                    (1)  The cost of reimbursing any person whose
                  interest in the premises is physically damaged by
                  the entry and removal of the Collateral, upon
                  Borrower'S failure to do so; next to
   
                    (2)  The expenses of taking, removing, holding
                  for sale, repairing or otherwise preparing for sale
                  and selling of said Collateral, specifically
                  including the Lender'S reasonable attorney's fees
                  (including appellate costs, if any) and both legal
                  and collection expenses; next to
   
                    (3)  The expense of liquidating any liens,
                  security interests, attachments or encumbrances
                  superior to the security interests herein created;
                  and, finally to
   
                    (4)  The unpaid principal and all accumulated
                  interest hereunder and to any other debt owed to
                  Lender by any signer hereof.
   
                    Any surplus, after the satisfaction of the
                  foregoing items (1) through (4) shall be paid to
                  Borrower or to any other party lawfully entitled
                  thereto and known to the Lender.  Further, if
                  proceeds realized from disposition of the
                  Collateral shall fail to satisfy any of the
                  foregoing items (1) through (4), Borrower shall
                  forthwith pay deficiency balance to Lender.
   
          45.3 Power of Attorney.  The Borrower authorizes the
   Lender at the Borrower's expense to file any financing
   statements relating to the Collateral (without the
   Borrower's signature thereon) which the Lender deems
   appropriate and the Borrower irrevocably appoints the
   Lender as its attorney-in-fact to execute any such
   financing statements in the Borrower's name and to perform
   all other acts which the Lender deems appropriate to
   perfect and to continue perfection of the security interest
   of the Lender.  The Borrower hereby appoints the Lender as
   the Borrower's attorney-in-fact to endorse, present and
   collect on behalf of the Borrower and in the Borrower's
   name any draft, checks or other documents necessary or
   desirable to collect any amounts which the Borrower may be
   owed.  Borrower further hereby irrevocably appoints the
   Lender as its attorney-in-fact, which power of attorney
   shall be irrevocable for so long as any amount is unpaid
   under either Note, to give Lender the sole right to file
   Proof of Loss and/or any other forms required to collect
   from any insurer any amount due from any loss, damage or
   destruction of the Collateral; to agree to and bind
   Borrower as to the amount of said recovery; to designate
   payee(s) of such recovery; to grant releases to payor-insurers
 for their liability; to grant subrogation rights
   to any such payor-insurer, to endorse any settlement check
   or draft.  Borrower further agrees not to exercise any of
   the foregoing powers granted to Lender without the Lender's
   prior written consent.
   
          45.4 Entry.  The Borrower hereby irrevocably consents
   to any act by the Lender or its agents in entering upon any
   premises for the purposes of either (i) inspecting the
   Collateral or (ii) taking possession of the Collateral; and
   the Borrower hereby waives its right to assert against the
   Lender or its agents any claim based upon trespass or any
   similar cause of action for entering upon any premises
   where the Collateral may be located.
   
                   7.5.  Deposits; Insurance.  Upon the occurrence and
   continuance of an Event of Default, the Borrower authorizes
   the Lender to collect and apply against the Indebtedness
   when due any cash or deposit accounts in its possession,
   and any refund of insurance premiums or any insurance
   proceeds payable on account of the loss or damage to any of
   the Collateral and irrevocably appoints the Lender as its
   attorney-in-fact to endorse any check or draft or take
   other action necessary to obtain such funds.
   
                   7.6.  Other Rights.  The Borrower authorizes the Lender
   without affecting the Borrower's obligations hereunder or
   under any other Loan Document from time to time (i) to take
   from any party and hold additional Collateral or guaranties
   for the payment of the Indebtedness or any part thereof,
   and to exchange, enforce or release such collateral or
   guaranty of payment of the Indebtedness or any part thereof
   and to release or substitute any endorser or guarantor or
   any party who has given any security interest in any
   collateral as security for the payment of the Indebtedness
   or any part thereof or any party in any way obligated to
   pay the Indebtedness or any part thereof; (ii) upon the
   occurrence of any Event of Default to direct the manner of
   the disposition of the Collateral and the enforcement of
   any endorsements, guaranties, letters of credit or other
   security relating to the Indebtedness or any part thereof
   as the Lender in its sole discretion may determine; (iii)
   upon the occurrence of any Event of Default to take
   immediate possession of the Collateral without notice or
   resort to legal process, and for such purpose, to enter
   upon any premises on which the Collateral or any part
   thereof may be situated and remove the same therefrom, or,
   at its option, to render the Collateral unusable;(iv) upon
   the occurrence of any Event of Default, at Lender's option,
   to dispose of said Collateral on Borrower's premises; and
   (v) to make or have made any repairs deemed necessary or
   desirable at time of repossession, possession or sale, the
   cost of which is to be charged against the Borrower.
   
                   7.7.  Accounts.  Before or after any Event of Default,
   the Lender may notify any Account Debtor of the Lender's
   security interest and may direct such Account Debtor to
   make payment directly to the Lender for application against
   the Indebtedness.  Any such payments received by or on
   behalf of the Borrower at any time, whether before or after
   default, shall be the property of the Lender, shall be held
   in trust for the Lender and not commingled with any other
   assets of any Person (except to the extent they may be
   commingled with other assets of the Borrower in an account
   with the Lender) and shall be immediately delivered to the
   Lender in the form received.  The Lender shall have the
   right to apply any proceeds of Collateral to such of the
   Indebtedness as it may determine.
   
                   7.8.  Tangible Collateral.  Except as otherwise
   provided herein or agreed to in writing by the Lender, no
   Inventory or other tangible collateral shall be commingled
   with, or become an accession to or part of, any property of
   any other Person so long as such property is Collateral. 
   Upon the occurrence of any Event of Default, the Borrower
   shall, upon the request of the Lender, promptly assemble
   all tangible Collateral for delivery to the Lender or its
   agents.  No tangible Collateral shall be allowed to become
   a fixture unless the Lender shall have given its prior
   written authorization.
   
                   7.9.  Waiver of Marshalling.  The Borrower hereby
   waives any right it may have to require marshaling of its
   assets.
   
                   7.10. Waiver of Automatic Stay.  The Borrower hereby
   waives the application of the automatic stay of enforcement
   provided in Section 362 of the United States Bankruptcy
   Code and agrees that the Lender may proceed with
   enforcement and collection notwithstanding the filing of a
   petition in bankruptcy.
   
              8.    Miscellaneous.
   
                   8.1.  No Waiver, Remedies Cumulative.  No failure on
   the part of the Lender to exercise, and no delay in
   exercising, any right hereunder or under any other Loan
   Document shall operate as a waiver thereof, nor shall any
   single or partial exercise of any right hereunder preclude
   any other or further exercise thereof or the exercise of
   any other right.  The remedies herein provided are
   cumulative and are in addition to any other remedies
   provided by law, any Loan Document or otherwise, and may be
   pursued singly, successively or together, in the sole
   discretion of Lender, and may be exercised as often as
   occasion therefor shall arise.
   
                   8.2.  Survival of Representations.  All representations
   and warranties made herein shall survive the making of the
   Loans hereunder and the delivery of the Notes, and shall
   continue in full force and effect so long as any balance of
   either Note is outstanding, there exists any commitment by
   the Lender to the Borrower, and until this Agreement is
   formally terminated in writing.
   
                   8.3.  Expenses.  Whether or not the Loan herein
   provided for shall be made, the Borrower shall pay all
   reasonable costs and expenses in connection with the
   preparation, execution, delivery, amendment and enforcement
   of this Agreement and any Loan Document, including the
   reasonable fees and disbursements of counsel for the Lender
   in connection therewith, whether suit be brought or not and
   whether incurred at trial or on appeal, and all costs of
   repossession, storage, disposition, protection and
   collection of Collateral.  If the Borrower should fail to
   pay any tax or other amount required by this Agreement to
   be paid or which may be reasonably necessary to protect or
   preserve any Collateral or the Borrower's or Lender's
   interests therein, the Lender may make such payment and the
   amount thereof shall be payable on demand, shall bear
   interest at the Default Rate from the date of demand until
   paid and shall be deemed to be Indebtedness entitled to the
   benefit and security of the Loan Documents. 
   
     In addition, the Borrower agrees to pay and save the
   Lender harmless against any liability for payment of any
   state documentary stamp taxes, intangible taxes or similar
   taxes (including interest or penalties, if any) which may
   now or hereafter be determined to be payable in respect to
   the execution, delivery or recording of any Loan Document
   or the making of any Advance, whether originally thought to
   be due or not, and regardless of any mistake of fact or law
   on the part of the Lender or the Borrower with respect to
   the applicability of such tax.  The provisions of this
   Section shall survive payment in full of the Loan and
   termination of this Agreement.
   
                   8.4.  Notices.  Any notice or other communication
   hereunder to any party hereto shall be by hand delivery,
   overnight delivery, facsimile, telegram, telex or
   registered or certified mail and unless otherwise provided
   herein shall be deemed to have been given or made when
   delivered, telegraphed, telexed, faxed or deposited in the
   mails, postage prepaid, addressed to the party at its
   address specified below (or at any other address that the
   party may hereafter specify to the other parties in
   writing):
   
     The Lender:         Tradelink International Limited    
                                   2115 Main Street
                                   Santa Monica, California 90405-2215
                                   Attention: Tim Enright
   
     With copy to:  Thompson & Adams
                                   One Independent Drive, Suite 3131
                                   Jacksonville, Florida 32202
                                   Attention: William L. Thompson, Jr.
   
       The Borrower:     Vector Aeromotive Corporation
                                   975 Martin Avenue
                                   Green Cove Springs, Florida
                                   Attention: Treasurer
   
               
                   8.5.  Governing Law.  This Agreement and the Loan
   Documents shall be deemed contracts made under the laws of
   the State of Florida and shall be governed by and construed
   in accordance with the laws of Florida except insofar as
   the laws of another jurisdiction may govern the perfection,
   priority and enforcement of security interests in
   Collateral located in another jurisdiction.
   
                   8.6.  Successors and Assigns.  This Agreement shall be
   binding upon and shall inure to the benefit of the Borrower
   and the Lender, and their respective successors and
   assigns; provided, that the Borrower may not assign any of
   its rights hereunder without the prior written consent of
   the Lender, and any such assignment made without such
   consent will be void.
   
                   8.7.  Counterparts.  This Agreement may be executed in
   any number of counterparts and by different parties hereto
   in separate counterparts, each of which when so executed
   and delivered shall be deemed an original and all of which
   when taken together shall constitute but one and the same
   instrument.
   
                   8.8.  No Usury.  Notwithstanding anything contained in
   this Agreement, the Notes, or in any other Loan Document to
   the contrary, in no event will interest or other charges
   deemed to be interest be chargeable against the Borrower if
   such amount (combined with any other amounts considered to
   be in the nature of interest) would exceed the maximum
   amount permitted by law from time to time while any of the
   Notes is outstanding, and in the event any amount in excess
   of the lawful maximum is charged or collected by the Lender
   or paid by the Borrower, the Borrower shall be entitled to
   the reimbursement of such excess together with interest
   thereon at the highest lawful rate at the time of such
   overcharge.
   
                   8.9.  Powers.  All powers of attorney granted to the
   Lender are coupled with an interest and are irrevocable.
   
                   8.10. Approvals.  If this Agreement calls for the
   approval or consent of the Lender, such approval or consent
   may be given or withheld in the sole discretion of the
   Lender unless otherwise specified herein.
   
                   8.11. Jurisdiction, Service of Process.
   
               (a)  Any suit, action or proceeding against the
        Borrower with respect to this Agreement, the Collateral
        or any Loan Document or any judgment entered by any
        court in respect thereof may be brought in the courts of
        Clay County, Florida or in the U.S. District court for
        the Middle District of Florida as the Lender (in its
        sole discretion) may elect, and the Borrower hereby
        accepts the nonexclusive jurisdiction of those courts
        for the purpose of any suit, action or proceeding. 
        Service of process in any such case may be had against
        the Borrower by delivery in accordance with the notice
        provisions herein or as otherwise permitted by law, and
        the Borrower agrees that such service shall be valid in
        all respects for establishing personal jurisdiction over
        it.
   
               (b)  In addition, the Borrower hereby irrevocably
        waives, to the fullest extent permitted by law, any
        objection which it may now or hereafter have to the
        laying of venue of any suit, action or proceeding
        arising out of or relating to this Agreement, the Loan
        Documents, the Collateral or any judgment entered by any
        court in respect thereof brought in Clay County, Florida
        or the U.S. District Court for the Middle District of
        Florida, as selected by the Lender, and hereby further
        irrevocably waives any claim that any suit, action or
        proceedings brought in Clay County, Florida or in such
        District Court has been brought in an inconvenient
        forum.
   
                   8.12. Multiple Borrowers.  If more than one Person is
   named herein as the Borrower, all obligations,
   representations and covenants herein and in other Loan
   Documents to which the Borrower is a party shall be joint
   and several.
   
                   8.13. Waiver of Jury Trial.  THE BORROWER AND THE
   LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
   WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY
   IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR
   ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
   AND ANY OTHER LOAN DOCUMENT AND ANY OTHER AGREEMENT
   CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
   COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
   VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS PROVISION
   IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
   AGREEMENT.
                                            
     IN WITNESS WHEREOF, the parties hereto have caused this
   Agreement to be duly executed as of the day and year first
   above written.
   
   
   TRADELINK INTERNATIONAL LIMITED
   
   
   By:    /s/ T. J. Enright         
   
   Its President
   
   
   VECTOR AEROMOTIVE CORPORATION
   
   
   By:   /s/ David Peter Rose       
   
      Its President
                    SCHEDULE OF EXHIBITS
   
   
   (If any exhibit is omitted, the information called for
   therein
      shall be considered "None" or "Not Applicable")
   
   
   
   Exhibit              Section Reference             Title
   
   
     1.1C  1.1 ("Permitted Debt")            Permitted Debt
     1.1D  1.1 ("Permitted Liens")           Permitted
   Liens
     2.3   2.3 ("Financial Condition")       Contingent
   Liabilities 
     2.4   2.4 ("Litigation")                Litigation
     2.9   2.9 ("Location")                       Offices of
   Borrower
     3.3   3.3 ("Notice & Manner of Borrowing")   Form of
   Advance
                                                            Request
      
   
                        EXHIBIT 1.1C
   
                       Permitted Debt
   
                              
   
          The following shall be additional Permitted Debt:
   
     1.  Any Debt approved by the Board of Directors of
      Vector after the date of this Agreement.
                        EXHIBIT 1.1D
   
                      Permitted Liens
   
                              
   The following shall be additional Permitted Liens:
   
                    1.   Deposits made in the ordinary course of business
   in connection with workers' compensation, unemployment
   insurance, social security and similar laws.
   
                    2.   Attachment, judgment and other similar non-tax
   Liens arising in connection with court proceedings but only
   if and for so long as (a) the execution or enforcement of
   such Liens is and continues to be effectively stayed and
   bonded on appeal, (b) the validity and/or amount of the
   claims secured thereby are being actively contested in good
   faith by appropriate legal proceedings and (c) such Liens
   do not, in the aggregate, materially detract from the value
   of the assets of the Person whose assets are subject to
   such Lien or materially impair the use thereof in the
   operation of such Person's business.
   
                    3.   Liens securing Permitted Debt incurred solely for
   the purpose of financing the acquisition of equipment,
   provided that such Lien does not secure more than the
   purchase price of such equipment and does not encumber
      property other than the purchased property.
  

                      EXHIBIT 2.3
   
                   CONTINGENT LIABILITIES
   
   
   
          The following are contingent liabilities of the
   Borrower:
   
   [Describe listing liable party, maximum potential
   liability, nature of liability and its current status]
   
   
   
   
   
   
   
   
      
   
                        EXHIBIT 2.4
   
                         LITIGATION
   
   
   
          Describe any suit or proceeding pending or threatened
   : 
   
   
   [Describe any suit or proceeding pending or threatened
   before any court, governmental or regulatory authority,
   commission, Bureau or agency or public regulatory body.] 
   
   
   
   
   
      
                        EXHIBIT 2.9
   
                    OFFICES OF BORROWER
   
   
   List any offices of Borrower not listed in Section 8.4.
   
          NAME                 LOCATION          TYPE OF
             FACILITY 
   
          N/A                       975 Martin Avenue  production
   plant
                                         Green Cove Springs
                                         Florida
      
                        EXHIBIT 3.3
   
                  FORM OF ADVANCE REQUEST
   
   
   
     Borrower Name: VECTOR AEROMOTIVE CORPORATION
   
     Maximum Loan Amount: ___ $1,250,000 or ___ $2,500,000
   
     Previous Advances (aggregate):  $______________
   
     Repayments (aggregate):  $________________
   
     Amount of Loan remaining:  $_______________
   
     Amount requested:  $________________
   
     Advance Date:  ________________, 199__
   
   
   All representations and warranties made by Borrower in the
   Agreement or otherwise in writing in connection with the
   Agreement are true and correct as of the date hereof.
   
   There has not been a material adverse change in the
   condition, financial or otherwise, of the Borrower from the
   condition as it existed on the date of the most recent
   financial statements of Borrower delivered to the Lender.
   
   The undersigned hereby certifies, represents and warrants
   that there has not occurred an event of Default under the
   Agreement or any other Loan Document and no event has
   occurred that with the passage of time or the giving of
   notice will constitute an Event of Default and the making
   of the Advance requested hereby will not cause an Event or
   Default or such an event.
   
   
   
   ___________________________(SEAL)
   
   
   
   
                      PROMISSORY NOTE
   
   
   
   
   $1,250,000                           July 22, 1997
                                        (Date of Execution and Delivery)
   
   LENDER:  TRADELINK INTERNATIONAL LIMITED (hereinafter
   termed "LENDER"), 2115 Main Street, Santa Monica,
   California 90405-2215
   
   BORROWER(S):   VECTOR AEROMOTIVE CORPORATION, a Nevada
   corporation, 975 Martin Avenue, Green Cove Springs, Florida 
   32043
   
   BORROWER(S) REPRESENT HEREWITH THAT THE LOAN EVIDENCED IS
   BEING OBTAINED PRIMARILY FOR BUSINESS PURPOSES.
   
     FOR VALUE RECEIVED:  to wit, money loaned, the above-named;
 undersigned BORROWER(s) (hereinafter collectively
   termed "BORROWER"), jointly and severally (if more than one
   BORROWER), promise(s) to pay to the order of LENDER at its
   office in the above city, or wherever else LENDER may
   specify, the sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND
   DOLLARS ($1,250,000), with interest paid as follows.  From
   the date of the first advance under this Note until the
   date that is the day immediately after the fifth
   consecutive day that the principal balance outstanding
   under this Note is $1,250,000 (the "Conversion Date"),
   interest shall accrue and be paid at the annual rate of
   LENDER'S PRIME RATE plus 2.0% as that rate may change from
   time to time with changes to occur on the date the LENDER'S
   PRIME RATE changes.  From and after the Conversion Date,
   interest shall accrue and be paid at the annual rate of ten
   percent (10.0%) .
   
     The Borrower shall pay interest and principal under this
   Note as follows.  Until the Conversion Date, interest shall
   be payable monthly in arrears  commencing on the day that
   is thirty (30) days after the date of this Note and
   continuing on the same day of each consecutive month
   thereafter, and all principal outstanding and accrued and
   unpaid interest shall be payable in full ON  DEMAND.  From
   and after the Conversion Date, this Note shall be payable
   in consecutive monthly payments of $16,518.84,  commencing
   on the day that is thirty (30) days after the Conversion
   Date and continuing on the same day of each consecutive
   month thereafter until the date that is one hundred twenty
   (120) months after the Conversion Date, at which time (the
   "Maturity Date") all principal outstanding and accrued and
   unpaid interest shall be payable in full.
   
     The undersigned agrees to pay a late charge equal to 5%
   of each payment of principal and/or interest which is not
   paid within 10 days of the date on which it is due.  At
   LENDER'S option, the rate of interest charged shall become
   a rate equal to the lesser of (a) five (5) percentage
   points above the rate on the Note otherwise in effect, or
   (b) the highest rate allowed by the law of the State of
   Florida, commencing with and continuing for so long as this
   Note is in Default (as hereinafter defined).  Further, upon
   BORROWER'S Default and where LENDER deems it necessary or
   proper to employ an attorney to enforce collection of any
   unpaid balance or to otherwise protect its interests
   hereunder, then BORROWER agrees to pay to the LENDER
   reasonable attorney's and legal fees for the services and
   expenses of counsel, paralegals and others employed after
   maturity or default to collect this Note, whether or not
   suit be brought, and whether incurred in connection with
   collection, trial, appeal, bankruptcy proceedings or
   otherwise, and to indemnify and to hold the LENDER 
   harmless against liability for the payment of state
   documentary stamp taxes, intangible taxes and other taxes
   (including interest and penalties, if any) which may be
   determined to be payable with respect to this transaction. 
   
     If the interest provision contained herein refers to
   "LENDER'S PRIME RATE," the LENDER'S PRIME RATE shall be the
   prime rate as published in the Wall Street Journal ("WSJ")
   as of the date of this Note ("WSJ Prime Rate").  The
   interest rate will change from time to time as the WSJ
   Prime Rate changes in an amount equal to the change in the
   WSJ Prime Rate, but will not change more often than once a
   month which will occur on the first day of each calendar
   month and will be based on the prime rate published in the
   WSJ on the 25th of the prior calendar month.  If more than
   one rate is published, the highest rate published shall
   apply; and if the 25th or the date of closing falls on a
   day when the WSJ Prime Rate is not published, the WSJ Prime
   Rate shall be the rate published on the last day prior to
   the 25th or the date of closing.  The BORROWER understands
   and agrees that the WSJ Prime Rate is not represented or
   intended to be the lowest or most favorable rate offered by
   LENDER to any of its borrowers.
   
     If the scheduled payment amount is insufficient to pay
   accrued interest, BORROWER shall make an additional payment
   of the amount of the accrued interest in excess of the
   scheduled payment.
   
     PAYMENT of this Note, all obligations of the undersigned
   BORROWER hereunder and under the Security Agreement defined
   below ("OBLIGATIONS") to LENDER, its successors and
   assigns, is secured, inter alia (and includes the terms and
   obligations set forth therein), by a valid, subsisting Loan
   and Security Agreement made by and between BORROWER and
   LENDER (the "Loan Agreement") describing certain personal
   property (the "COLLATERAL"), and by this reference is
   incorporated herein. 
   
     If an Event of Default under this Note occurs or if the
   BORROWER violates any of the terms or breaches any of the
   conditions of the Loan Agreement, the entire principal sum
   and accrued interest shall become due and payable without
   notice unless otherwise provided in the Loan Agreement at
   the option of the LENDER.  TIME BEING OF THE ESSENCE OF
   THIS NOTE.  Failure to exercise this option shall not
   constitute a waiver of the right to exercise the same at
   any other time.  Upon such Default, the principal of the
   Note and any part thereof, and accrued unpaid interest, if
   any, shall bear interest at the rate of the then highest
   legal rate permissible by law.  All parties liable for the
   payment of this Note agree to pay the LENDER hereof
   reasonable attorneys' fees for the services and expenses of
   counsel employed after maturity or Default to collect this
   Note (including any appeals relating to such enforcement
   proceedings), or to protect or enforce the security hereto,
   whether or not suit be brought.  Notwithstanding any other
   provisions of this Note, LENDER may, in the sole discretion
   of LENDER, accept payments under this Note made by BORROWER
   after any Default has occurred, without waiving any of
   LENDER'S rights or remedies under this Note.
   
     The remedies of LENDER as provided herein and in the
   Loan Agreement shall be cumulative and concurrent, and may
   be pursued singly, successively or together, at the sole
   discretion of LENDER, and may be exercised as often as
   occasion therefor shall arise.  No act of omission or
   commission of LENDER, including specifically any failure to
   exercise any right, remedy or recourse, shall be effective
   as a waiver thereof unless it is set forth in a written
   document executed by LENDER and then only to the extent
   specifically recited therein.  A waiver or release with
   reference to one event shall not be construed as
   continuing, as a bar to, or as a waiver or release of, any
   subsequent right, remedy or recourse as to any subsequent
   event.
   
     BORROWER and all sureties, endorsers and guarantors of
   this Note, jointly and severally, hereby (a) waive demand,
   presentment for payment, notice of nonpayment, protest,
   notice of protest, notice of dishonor, notice of
   acceleration after Default and all other notices, filing of
   suit and diligence in collecting this Note, in enforcing
   any of the security rights or in proceeding against the
   COLLATERAL; (b) agree to any substitution, exchange,
   addition or release of any of the COLLATERAL or the
   addition or release of any party or person primarily or
   secondarily liable hereon; (c) agree that LENDER shall not
   be required first to institute any suit, or to exhaust his,
   their or its remedies against BORROWER or any other person
   or party to become liable hereunder or against the
   COLLATERAL in order to enforce payment of this Note; (d)
   consent to any extension, rearrangement, renewal or
   postponement of time of payment of this Note and to any
   other indulgence with respect hereto without notice,
   consent or consideration to any of the foregoing (except
   the express written release by LENDER of any such person),
   they shall be and remain jointly and severally, directly
   and primarily, liable for all sums due under this Note and
   the Loan Agreement.
   
     As used herein, the words "BORROWER" and "LENDER" shall
   be deemed to include BORROWER and LENDER as defined herein
   and their respective heirs, personal representatives,
   successors and assigns.
   
     This Note is executed and delivered at the Place of
   Execution and shall be construed and enforced in accordance
   with the laws of the State of Florida.
   
     Anything contained herein to the contrary
   notwithstanding, if for any reason the effective rate of
   interest on this Note should exceed the maximum lawful
   rate, the effective rate shall be deemed reduced to and
   shall be such maximum lawful rate, and any sums of interest
   which have been collected in excess of such maximum lawful
   rate shall be applied as a credit against the unpaid
   balance due hereunder and thereafter delivered to BORROWER. 
   Under no circumstances shall BORROWER, or any parties
   liable for the payment of this Note, be required to pay
   interest in excess of the maximum rate allowed by
   applicable law.
   
     Interest is computed on the basis of  a 360-day year for
   the actual number of days in the interest period
   (Actual/360 Computation) unless indicated below.  LENDER'S
   Actual/360 or 365/360  computation determines the annual
   effective interest yield by taking the stated (nominal)
   interest rate for a year's period and then dividing said
   rate by 360 to determine the daily periodic rate to be
   applied for each day in the interest period.  Application
   of such computation produces an annualized effective
   interest rate exceeding that of the nominal rate.
   
     At LENDER'S option, any repayments of this Note, other
   than by U.S. currency, will not be credited to the
   outstanding loan balance until LENDER receives collected
   funds.
   
     In the event any provision(s) of this instrument shall
   be left blank or incomplete, BORROWER hereby authorizes and
   empowers LENDER to supply and complete the necessary
   information as a ministerial task consistent with the
   understanding between the parties.
   
     Upon any transfer of this Note, the LENDER may deliver
   the property held as security, or any part thereof, to the
   transferee, as well as any subsequent holder hereof, who
   shall thereupon become vested with all the powers and
   rights herein given to the LENDER in respect to the
   property so transferred and delivered; and the LENDER shall
   thereafter be forever relieved and fully discharged from
   any liability or responsibility with respect to such
   property so transferred but with respect to any property
   not so transferred, the LENDER shall retain all rights and
   powers hereby given.
   
     WAIVER OF JURY TRIAL.  BY THE EXECUTION HEREOF, BORROWER
   HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES,
   THAT:
   
     (A)  NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR,
   HEIR, OR LEGAL REPRESENTATION OF ANY OF THE SAME SHALL SEEK
   A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR
   ANY OTHER LITIGATION PROCEDURE ARISING FROM OR BASED UPON
   THIS PROMISSORY NOTE, ANY OTHER LOAN AGREEMENT OR ANY LOAN
   DOCUMENT EVIDENCING, SECURING OR RELATING TO THE
   OBLIGATIONS OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR
   AMONG THE PARTIES THERETO;
   
     (B)  NEITHER THE BORROWER NOR LENDER WILL SEEK TO
   CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
   WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT
   BEEN OR CANNOT BE WAIVED;
   
     (C)  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY
   NEGOTIATED BY THE PARTIES HERETO, AND THESE PROVISIONS
   SHALL BE SUBJECT TO NO EXCEPTIONS;
   
     (D)  NEITHER THE BORROWER NOR LENDER HAS IN ANY WAY
   AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
   PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
   ALL INSTANCES; AND
   
     (E)  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER
   TO ENTER INTO THIS TRANSACTION.
   
     EVENTS OF DEFAULT.  BORROWER shall be in Default
   under this Note upon the happening of any of the following
   events, circumstances or conditions, namely:
   
     (1)  Default in the payment or performance of any of the
   OBLIGATIONS provided hereunder or in connection herewith or
   any other OBLIGATIONS of BORROWER or any affiliate (as
   defined in 11 U.S.C. 101(2), hereinafter affiliate) of
   BORROWER or any endorser, guarantor or surety for BORROWER
   to LENDER or any affiliate of LENDER, howsoever created,
   primary or secondary, whether direct or indirect, absolute
   or contingent, now or hereafter existing, due or to become
   due, or of any other covenant, warranty or undertaking
   expressed herein, therein, or in any other document
   establishing said endorsement, guaranty, or surety; or any
   other document executed by BORROWER in conjunction
   herewith; or
   
     (2)  Any warranty, representation or statement made or
   furnished to LENDER by or on behalf of BORROWER, or any
   guarantor, endorser, or surety for BORROWER in connection
   with this Note or to induce LENDER to make a loan to
   BORROWER which was false in any material respect when made
   or furnished or has become materially false, if such
   warranty of BORROWER or guarantor, endorser or surety for
   BORROWER was ongoing in nature; or
   
     (3)  Death, dissolution, liquidation, termination of
   existence, insolvency, business failure, appointment of a
   receiver, custodian, or trustee for any part of the
   property of, assignment for the benefit of creditors by, or
   the commencement of any proceeding under any bankruptcy or
   insolvency laws by or against BORROWER or any endorser,
   guarantor, or surety for BORROWER; or
   
     (4)  BORROWER or any guarantor, endorser, or surety for
   BORROWER shall allow the acquisition of substantially all
   of the business or assets of BORROWER or guarantor,
   endorser, or surety for BORROWER or a material portion of
   such business or assets if such a sale is outside
   BORROWER'S or guarantor's, endorser's or surety's ordinary
   course of business, or more than 50% of the outstanding
   stock or voting power of any other entity, or enter into
   any transaction of merger or consolidation without prior
   written consent of LENDER; or
   
     (5)  Failure of a corporate BORROWER or endorser,
   guarantor, or surety for said BORROWER to maintain its
   corporate existence in good standing; or
   
     (6)  Upon the entry of any monetary judgment or the
   assessment and/or filing of any tax lien against BORROWER
   or any endorser, surety, or guarantor, or upon the issuance
   of any writ of garnishment, judicial seizure of, or
   attachment against any property of, debts due or rights of
   BORROWER or any endorser, surety or guarantor, to
   specifically include commencement of any action or
   proceeding to seize monies of BORROWER or any endorser,
   surety or guarantor on deposit in any bank account with
   LENDER; or
   
     (7)  The BORROWER or any endorser, guarantor, or surety
   for said BORROWER shall be a debtor, either voluntarily,
   under (and as the term debtor is defined in) the United
   States Bankruptcy Code or should the BORROWER be generally
   not paying BORROWER'S debts as such debts become due; or
   
     (8)  Failure of BORROWER, endorsers, guarantors or
   sureties to furnish financial statements or other financial
   information reasonably requested by LENDER; or
   
     (9)  Loss, theft, substantial damage, destruction, sale
   or encumbrance to or of any COLLATERAL, or the assertion or
   making of any foreclosure, levy, seizure, mechanic's or
   materialman's lien or attachment thereof or thereon; or
   
     (10) If LENDER should otherwise deem itself or the
   debt created hereunder unsafe or insecure; or should
   LENDER, in good faith, believe that the prospect of payment
   or other performance is impaired.
   
   THE FOREGOING ENUMERATION OF EVENTS OF DEFAULT
   NOTWITHSTANDING, NOTHING HEREIN SHALL BE DEEMED TO LIMIT,
   RESTRICT, IMPAIR OR DIMINISH THE ABSOLUTE RIGHT OF THE
   LENDER TO DEMAND PAYMENT OF THE NOTE IN FULL, AT ANY TIME,
   WITHOUT CAUSE.
   
     No waivers, amendments or modifications shall be valid
   unless in writing.  No waiver by LENDER of any Default(s)
   shall operate as a waiver of any other default or the same
   default on a future occasion.  All rights of LENDER
   hereunder shall inure to the benefit of its successors and
   assigns; and all obligations of BORROWER shall bind his
   heirs, executors, administrators, successors and/or
   assigns.
   
     If more than one person has signed this instrument, such
   parties are jointly and severally obligated hereunder. 
   Further, use of the masculine pronoun herein shall include
   the feminine and neuter and also the plural.  If any
   provision of this instrument shall be prohibited or invalid
   under applicable law, such provision shall be ineffective
   but only to the extent of such prohibition of invalidity,
   without invalidation the remainder of such provision or the
   remaining provisions of this Note.  In the case of conflict
   between the terms of this Note and any Loan Agreement
   and/or Letter of Intent issued in connection herewith, the
   priority of controlling terms shall be first this Note,
   then the Loan Agreement, then the Letter of Intent.
   
     IN WITNESS WHEREOF, the BORROWER, on the day and year
   first written above, has caused this Note to be executed
   under seal by (i) if a corporation, adoption of the
   facsimile seal printed hereon for such special occasion and
   purpose (or if an impression seal appears hereon by
   affixing such impression seal) by its duly authorized
   officer(s), or (ii) if by individuals, by hereunto setting
   their hands and seals.
   
   VECTOR AEROMOTIVE CORPORATION
   
   
   By:   /s/ David Peter Rose    
        Its President
   
   Taxpayer Identification Number 33-0254334
      
                      PROMISSORY NOTE
   
   
   
   
   $2,500,000                         July 22, 1997
                           (Date of Execution and Delivery)
   
   LENDER:  TRADELINK INTERNATIONAL LIMITED (hereinafter
   termed "LENDER"), 2115 Main Street, Santa Monica,
   California 90405-2215
   
   BORROWER(S):   VECTOR AEROMOTIVE CORPORATION, a Nevada
   corporation, 975 Martin Avenue, Green Cove Springs, Florida
   32043
   
   BORROWER(S) REPRESENT HEREWITH THAT THE LOAN EVIDENCED IS
   BEING OBTAINED PRIMARY FOR BUSINESS PURPOSES.
   
    FOR VALUE RECEIVED:  to wit, money loaned, the above-named;
 undersigned BORROWER(s) (hereinafter collectively
   termed "BORROWER"), jointly and severally (if more than one
   BORROWER), promise(s) to pay to the order of LENDER at its
   office in the above city, or wherever else LENDER may
   specify, the sum of TWO MILLION FIVE HUNDRED THOUSAND
   DOLLARS ($2,500,000), with interest paid as follows.  From
   the date of the first advance under this Note, interest
   shall accrue and be paid at the annual rate of LENDER'S
   PRIME RATE plus 2.0% as that rate may change from time to
   time with changes to occur on the date the LENDER'S PRIME
   RATE changes. 
   
    The Borrower shall pay interest and principal under this
   Note as follows.  Interest shall be payable monthly in
   arrears  commencing on the day that is thirty (30) days
   after the date of this Note and continuing on the same day
   of each consecutive month thereafter, and all principal
   outstanding and accrued and unpaid interest shall be
   payable in full ON  DEMAND. 
   
    The undersigned agrees to pay a late charge equal to 5%
   of each payment of principal and/or interest which is not
   paid within 10 days of the date on which it is due.  At
   LENDER'S option, the rate of interest charged shall become
   a rate equal to the lesser of (a) five (5) percentage
   points above the rate on the Note otherwise in effect, or
   (b) the highest rate allowed by the law of the State of
   Florida, commencing with and continuing for so long as this
   Note is in Default (as hereinafter defined).  Further, upon
   BORROWER'S Default and where LENDER deems it necessary or
   proper to employ an attorney to enforce collection of any
   unpaid balance or to otherwise protect its interests
   hereunder, then BORROWER agrees to pay to the LENDER
   reasonable attorney's and legal fees for the services and
   expenses of counsel, paralegals and others employed after
   maturity or default to collect this Note, whether or not
   suit be brought, and whether incurred in connection with
   collection, trial, appeal, bankruptcy proceedings or
   otherwise, and to indemnify and to hold the LENDER 
   harmless against liability for the payment of state
   documentary stamp taxes, intangible taxes and other taxes
   (including interest and penalties, if any) which may be
   determined to be payable with respect to this transaction. 
   
    If the interest provision contained herein refers to
   "LENDER'S PRIME RATE," the LENDER'S PRIME RATE shall be the
   prime rate as published in the Wall Street Journal ("WSJ")
   as of the date of this Note ("WSJ Prime Rate").  The
   interest rate will change from time to time as the WSJ
   Prime Rate changes in an amount equal to the change in the
   WSJ Prime Rate, but will not change more often than once a
   month which will occur on the first day of each calendar
   month and will be based on the prime rate published in the
   WSJ on the 25th of the prior calendar month.  If more than
   one rate is published, the highest rate published shall
   apply; and if the 25th or the date of closing falls on a
   day when the WSJ Prime Rate is not published, the WSJ Prime
   Rate shall be the rate published on the last day prior to
   the 25th or the date of closing.  The BORROWER understands
   and agrees that the WSJ Prime Rate is not represented or
   intended to be the lowest or most favorable rate offered by
   LENDER to any of its borrowers.
   
    PAYMENT of this Note, all obligations of the undersigned
   BORROWER hereunder and under the Security Agreement defined
   below ("OBLIGATIONS") to LENDER, its successors and
   assigns, is secured, inter alia (and includes the terms and
   obligations set forth therein), by a valid, subsisting Loan
   and Security Agreement made by and between BORROWER and
   LENDER (the "Loan Agreement") describing certain personal
   property (the "COLLATERAL"), and by this reference is
   incorporated herein. 
   
    If an Event of Default under this Note occurs or if the
   BORROWER violates any of the terms or breaches any of the
   conditions of the Loan Agreement, the entire principal sum
   and accrued interest shall become due and payable without
   notice unless otherwise provided in the Loan Agreement at
   the option of the LENDER.  TIME BEING OF THE ESSENCE OF
   THIS NOTE.  Failure to exercise this option shall not
   constitute a waiver of the right to exercise the same at
   any other time.  Upon such Default, the principal of the
   Note and any part thereof, and accrued unpaid interest, if
   any, shall bear interest at the rate of the then highest
   legal rate permissible by law.  All parties liable for the
   payment of this Note agree to pay the LENDER hereof
   reasonable attorneys' fees for the services and expenses of
   counsel employed after maturity or Default to collect this
   Note (including any appeals relating to such enforcement
   proceedings), or to protect or enforce the security hereto,
   whether or not suit be brought.  Notwithstanding any other
   provisions of this Note, LENDER may, in the sole discretion
   of LENDER, accept payments under this Note made by BORROWER
   after any Default has occurred, without waiving any of
   LENDER'S rights or remedies under this Note.
   
    The remedies of LENDER as provided herein and in the
   Loan Agreement shall be cumulative and concurrent, and may
   be pursued singly, successively or together, at the sole
   discretion of LENDER, and may be exercised as often as
   occasion therefor shall arise.  No act of omission or
   commission of LENDER, including specifically any failure to
   exercise any right, remedy or recourse, shall be effective
   as a waiver thereof unless it is set forth in a written
   document executed by LENDER and then only to the extent
   specifically recited therein.  A waiver or release with
   reference to one event shall not be construed as
   continuing, as a bar to, or as a waiver or release of, any
   subsequent right, remedy or recourse as to any subsequent
   event.
   
    BORROWER and all sureties, endorsers and guarantors of
   this Note, jointly and severally, hereby (a) waive demand,
   presentment for payment, notice of nonpayment, protest,
   notice of protest, notice of dishonor, notice of
   acceleration after Default and all other notices, filing of
   suit and diligence in collecting this Note, in enforcing
   any of the security rights or in proceeding against the
   COLLATERAL; (b) agree to any substitution, exchange,
   addition or release of any of the COLLATERAL or the
   addition or release of any party or person primarily or
   secondarily liable hereon; (c) agree that LENDER shall not
   be required first to institute any suit, or to exhaust his,
   their or its remedies against BORROWER or any other person
   or party to become liable hereunder or against the
   COLLATERAL in order to enforce payment of this Note; (d)
   consent to any extension, rearrangement, renewal or
   postponement of time of payment of this Note and to any
   other indulgence with respect hereto without notice,
   consent or consideration to any of the foregoing (except
   the express written release by LENDER of any such person),
   they shall be and remain jointly and severally, directly
   and primarily, liable for all sums due under this Note and
   the Loan Agreement.
   
    As used herein, the words "BORROWER" and "LENDER" shall
   be deemed to include BORROWER and LENDER as defined herein
   and their respective heirs, personal representatives,
   successors and assigns.
   
    This Note is executed and delivered at the Place of
   Execution and shall be construed and enforced in accordance
   with the laws of the State of Florida.
   
    Anything contained herein to the contrary
   notwithstanding, if for any reason the effective rate of
   interest on this Note should exceed the maximum lawful
   rate, the effective rate shall be deemed reduced to and
   shall be such maximum lawful rate, and any sums of interest
   which have been collected in excess of such maximum lawful
   rate shall be applied as a credit against the unpaid
   balance due hereunder and thereafter delivered to BORROWER. 
   Under no circumstances shall BORROWER, or any parties
   liable for the payment of this Note, be required to pay
   interest in excess of the maximum rate allowed by
   applicable law.
   
    Interest is computed on the basis of  a 360-day year for
   the actual number of days in the interest period
   (Actual/360 Computation) unless indicated below.  LENDER'S
   Actual/360 or 365/360  computation determines the annual
   effective interest yield by taking the stated (nominal)
   interest rate for a year's period and then dividing said
   rate by 360 to determine the daily periodic rate to be
   applied for each day in the interest period.  Application
   of such computation produces an annualized effective
   interest rate exceeding that of the nominal rate.
   
    At LENDER'S option, any repayments of this Note, other
   than by U.S. currency, will not be credited to the
   outstanding loan balance until LENDER receives collected
   funds.
   
    In the event any provision(s) of this instrument shall
   be left blank or incomplete, BORROWER hereby authorizes and
   empowers LENDER to supply and complete the necessary
   information as a ministerial task consistent with the
   understanding between the parties.
   
    Upon any transfer of this Note, the LENDER may deliver
   the property held as security, or any part thereof, to the
   transferee, as well as any subsequent holder hereof, who
   shall thereupon become vested with all the powers and
   rights herein given to the LENDER in respect to the
   property so transferred and delivered; and the LENDER shall
   thereafter be forever relieved and fully discharged from
   any liability or responsibility with respect to such
   property so transferred but with respect to any property
   not so transferred, the LENDER shall retain all rights and
   powers hereby given.
   
    WAIVER OF JURY TRIAL.  BY THE EXECUTION HEREOF, BORROWER
   HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES,
   THAT:
   
    (A)  NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR,
   HEIR, OR LEGAL REPRESENTATION OF ANY OF THE SAME SHALL SEEK
   A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR
   ANY OTHER LITIGATION PROCEDURE ARISING FROM OR BASED UPON
   THIS PROMISSORY NOTE, ANY OTHER LOAN AGREEMENT OR ANY LOAN
   DOCUMENT EVIDENCING, SECURING OR RELATING TO THE
   OBLIGATIONS OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR
   AMONG THE PARTIES THERETO;
   
    (B)  NEITHER THE BORROWER NOR LENDER WILL SEEK TO
   CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
   WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT
   BEEN OR CANNOT BE WAIVED;
   
    (C)  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY
   NEGOTIATED BY THE PARTIES HERETO, AND THESE PROVISIONS
   SHALL BE SUBJECT TO NO EXCEPTIONS;
   
    (D)  NEITHER THE BORROWER NOR LENDER HAS IN ANY WAY
   AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
   PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
   ALL INSTANCES; AND
   
    (E)  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER
   TO ENTER INTO THIS TRANSACTION.
   
    EVENTS OF DEFAULT.  BORROWER shall be in Default
   under this Note upon the happening of any of the following
   events, circumstances or conditions, namely:
   
    (1)  Default in the payment or performance of any of the
   OBLIGATIONS provided hereunder or in connection herewith or
   any other OBLIGATIONS of BORROWER or any affiliate (as
   defined in 11 U.S.C. 101(2), hereinafter affiliate) of
   BORROWER or any endorser, guarantor or surety for BORROWER
   to LENDER or any affiliate of LENDER, howsoever created,
   primary or secondary, whether direct or indirect, absolute
   or contingent, now or hereafter existing, due or to become
   due, or of any other covenant, warranty or undertaking
   expressed herein, therein, or in any other document
   establishing said endorsement, guaranty, or surety; or any
   other document executed by BORROWER in conjunction
   herewith; or
   
    (2)  Any warranty, representation or statement made or
   furnished to LENDER by or on behalf of BORROWER, or any
   guarantor, endorser, or surety for BORROWER in connection
   with this Note or to induce LENDER to make a loan to
   BORROWER which was false in any material respect when made
   or furnished or has become materially false, if such
   warranty of BORROWER or guarantor, endorser or surety for
   BORROWER was ongoing in nature; or
   
    (3)  Death, dissolution, liquidation, termination of
   existence, insolvency, business failure, appointment of a
   receiver, custodian, or trustee for any part of the
   property of, assignment for the benefit of creditors by, or
   the commencement of any proceeding under any bankruptcy or
   insolvency laws by or against BORROWER or any endorser,
   guarantor, or surety for BORROWER; or
   
    (4)  BORROWER or any guarantor, endorser, or surety for
   BORROWER shall allow the acquisition of substantially all
   of the business or assets of BORROWER or guarantor,
   endorser, or surety for BORROWER or a material portion of
   such business or assets if such a sale is outside
   BORROWER'S or guarantor's, endorser's or surety's ordinary
   course of business, or more than 50% of the outstanding
   stock or voting power of any other entity, or enter into
   any transaction of merger or consolidation without prior
   written consent of LENDER; or
   
    (5)  Failure of a corporate BORROWER or endorser,
   guarantor, or surety for said BORROWER to maintain its
   corporate existence in good standing; or
   
    (6)  Upon the entry of any monetary judgment or the
   assessment and/or filing of any tax lien against BORROWER
   or any endorser, surety, or guarantor, or upon the issuance
   of any writ of garnishment, judicial seizure of, or
   attachment against any property of, debts due or rights of
   BORROWER or any endorser, surety or guarantor, to
   specifically include commencement of any action or
   proceeding to seize monies of BORROWER or any endorser,
   surety or guarantor on deposit in any bank account with
   LENDER; or
   
    (7)  The BORROWER or any endorser, guarantor, or surety
   for said BORROWER shall be a debtor, either voluntarily,
   under (and as the term debtor is defined in) the United
   States Bankruptcy Code or should the BORROWER be generally
   not paying BORROWER'S debts as such debts become due; or
   
    (8)  Failure of BORROWER, endorsers, guarantors or
   sureties to furnish financial statements or other financial
   information reasonably requested by LENDER; or
   
    (9)  Loss, theft, substantial damage, destruction, sale
   or encumbrance to or of any COLLATERAL, or the assertion or
   making of any foreclosure, levy, seizure, mechanic's or
   materialman's lien or attachment thereof or thereon; or
   
    (10) If LENDER should otherwise deem itself or the debt
   created hereunder unsafe or insecure; or should LENDER, in
   good faith, believe that the prospect of payment or other
   performance is impaired.
   
   
   THE FOREGOING ENUMERATION OF EVENTS OF DEFAULT
   NOTWITHSTANDING, NOTHING HEREIN SHALL BE DEEMED TO LIMIT,
   RESTRICT, IMPAIR OR DIMINISH THE ABSOLUTE RIGHT OF THE
   LENDER TO DEMAND PAYMENT OF THE NOTE IN FULL, AT ANY TIME,
   WITHOUT CAUSE.
   
    No waivers, amendments or modifications shall be valid
   unless in writing.  No waiver by LENDER of any Default(s)
   shall operate as a waiver of any other default or the same
   default on a future occasion.  All rights of LENDER
   hereunder shall inure to the benefit of its successors and
   assigns; and all obligations of BORROWER shall bind his
   heirs, executors, administrators, successors and/or
   assigns.
   
    If more than one person has signed this instrument, such
   parties are jointly and severally obligated hereunder. 
   Further, use of the masculine pronoun herein shall include
   the feminine and neuter and also the plural.  If any
   provision of this instrument shall be prohibited or invalid
   under applicable law, such provision shall be ineffective
   but only to the extent of such prohibition of invalidity,
   without invalidation the remainder of such provision or the
   remaining provisions of this Note.  In the case of conflict
   between the terms of this Note and any Loan Agreement
   and/or Letter of Intent issued in connection herewith, the
   priority of controlling terms shall be first this Note,
   then the Loan Agreement, then the Letter of Intent.
   
    IN WITNESS WHEREOF, the BORROWER, on the day and year
   first written above, has caused this Note to be executed
   under seal by (i) if a corporation, adoption of the
   facsimile seal printed hereon for such special occasion and
   purpose (or if an impression seal appears hereon by
   affixing such impression seal) by its duly authorized
   officer(s), or (ii) if by individuals, by hereunto setting
   their hands and seals.
   VECTOR AEROMOTIVE CORPORATION
   
                      
   By:   /s/ David Peter Rose        
        Its President
   
   Taxpayer Identification Number 33-0254334
   

EX-2

          THIS OPTION HAS NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
          OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE
          PROVISIONS OF THAT ACT OR IF, IN THE OPINION OF
          COUNSEL TO THE SELLER, AN EXEMPTION FROM
          REGISTRATION THEREUNDER IS AVAILABLE, THE
          AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE
          SATISFACTION OF VECTOR.


                         OPTION AGREEMENT


          OPTION AGREEMENT, dated as of July 22, 1997, by and
between TRADELINK INTERNATIONAL LIMITED, a Bahamian corporation
(the "Optionee"), on the one hand, and VECTOR AEROMOTIVE
CORPORATION, a Nevada corporation ("Vector") on the other.

          WHEREAS, effective as of July 22, 1997, the Optionee
and Vector entered into a Share Purchase Agreement (the
"Purchase Agreement") pursuant to which, among other things,
the Optionee is to receive the right (the "Option") to purchase
up to 60,000,000 Common Shares, par value $.01 per share (the
"Option Shares") of Vector pursuant to the terms of an option
agreement; and

          WHEREAS, this option agreement (the "Option
Agreement") constitutes the option agreement described in the
Purchase Agreement;

          NOW, THEREFORE, in consideration of the agreements
set forth below, the parties here agrees as follows:

          1.   The Option.  Subject to the terms and conditions
hereof, the Optionee is hereby granted the Option, at any time
or from time to time commencing on the date of Option Agreement
and at or before 5:00 P.M., Eastern Time, on or before thirty
(30) days following the Conversion Date, as defined in the Loan
Agreement (as defined in the Purchase Agreement) (such period
hereinafter the "Option Exercise Period"), but not thereafter,
to subscribe for and purchase the Option Shares for a purchase
price of One Million Two Hundred Fifty Thousand Dollars
($1,250,000). (the "Option Exercise Price").  If the rights
represented hereby shall not be exercised during the Option
Exercise Period, this Option shall become and be void without
further force or effect, and all rights represented hereby
shall cease and expire.

          2.   Exercise of Option.  During the Option Exercise
Period, the Optionee may exercise this Option upon presentation
and surrender of this Option and upon payment of the Option
Exercise Price for the Option Shares to be purchased to Vector
at the principal office of Vector or to any officer or director
of Vector.  Upon exercise of this Option, the form of election
hereinafter provided must be duly executed and the instructions
for registration of the Option Shares acquired by such exercise
must be completed and so delivered with this Option to Vector. 
On exercise of this Option, unless (i) Vector receives an
opinion from counsel satisfactory to it that such a legend is
not required in order to assure compliance with the Securities
Act of 1933, as amended (the "1933 Act"), or any applicable
state securities laws, or (ii) the Option Shares are registered
under the 1933 Act, each certificate for Option Shares issued
hereunder shall bear a legend reading substantially as follows:

               This option has not been registered under
          the Securities Act of 1933, as amended, and may
          be offered and sold only if registered pursuant
          to the provisions of that Act or if, in the
          opinion of counsel to the seller, an exemption
          from registration thereunder is available, the
          availability of which must be established to the
          satisfaction of Vector.

The foregoing legend may be removed with respect to any Option
Shares sold upon registration or sold pursuant to an exemption
from registration including the exemption, for sales made in
accordance with Rule 144 promulgated under the 1933 Act,
provided Vector receives an opinion from counsel satisfactory
to it that such legend may be removed.

          3.   Assignment.  Subject to the terms contained
herein, this Option may be assigned by the Optionee in whole or
in part by execution by the Optionee of the form of assignment
attached to this Agreement.  In the event of any assignment,
Vector, upon request and upon surrender of this Option by the
Optionee at the principal office of Vector accompanied by
payment of all transfer taxes, if any, payable in connection
therewith, shall transfer this Option on the books of Vector. 
If the assignment is in whole, Vector shall execute and deliver
a new Option or Options of like tenor to this Option to the
appropriate assignee expressly evidencing the right to purchase
the aggregate number of Option Shares purchasable hereunder;
and if the assignment is in part, Vector shall execute and
deliver to the appropriate assignee a new Option or Options of
like tenor expressly evidencing the right to purchase the
portion of the aggregate number of Option Shares as shall be
contemplated by any such assignment, and shall concurrently
execute and deliver to the Optionee a new Option of like tenor
to this Option evidencing the right to purchase the remaining
portion of the Option Shares purchasable hereunder which have
not been transferred to the assignee.

          4.   Transfer of Option.  The Optionee, by acceptance
hereof, agrees that, before any transfer is made of all or any
portion of this Option, the Optionee shall give written notice
to Vector at least 15 days prior to the date of such proposed
transfer, which notice shall specify the identity, address and
affiliation, if any, of such transferee.  No such transfer
shall be made unless and until Vector has received an opinion
of counsel for Vector or for the Optionee stating that no
registration under the 1933 Act or any state securities law is
required with respect to such disposition or a registration
statement has been filed by Vector and declared effective by
the Securities and Exchange Commission covering such proposed
transfer and the Option and/or the Option Shares have been
registered under appropriate state securities laws.

          5.   Share Dividends, Reclassification,
Reorganization Provisions.

                    (a)  If, prior to the expiration of this
Option by exercise or by its terms, Vector shall issue any of
its Common Shares as a share dividend or subdivide the number
of outstanding Common Shares into a greater number of shares
then, in either of such cases, the Option Exercise Price per
share purchasable pursuant to this Option in effect at the time
of such action shall be proportionately reduced and the number
of Option Shares purchasable pursuant to this Option shall be
proportionately increased; and conversely, if Vector shall
reduce the number of outstanding Common Shares by combining
such shares into a smaller number of shares then, in such case,
the Option Exercise Price per share purchasable pursuant to
this Option in effect at the time of such action shall be
proportionately increased and the number of Option Shares at
that time purchasable pursuant to this Option shall be
proportionately decreased.  If Vector shall, at any time during
the life of this Option, declare a dividend payable in cash on
its Common Shares and shall at substantially the same time
offer to its shareholders a right to purchase new Common Shares
from the proceeds of such dividend or for an amount
substantially equal to the dividend, all Common Shares so
issued shall, for the purpose of this Option, be deemed to have
been issued as a share dividend.  Any dividend paid or
distributed upon Common Shares in shares of any other class of
securities   convertible into Common Shares shall be treated as
a dividend paid in Common Shares to the extent that Common
Shares are issuable upon the conversion thereof.

                    (b)  If, prior to the expiration of this
Option by exercise or by its terms, Vector shall be
recapitalized by reclassifying its outstanding Common Shares,
or Vector or a successor corporation shall consolidate or merge
with or convey all or substantially all of its or any successor
corporation's property and assets to any other corporation or
corporations (any such corporation being included within the
meaning of the term "successor corporation" used above in the
event of any consolidation or merger of any such corporations
with, or the sale of all or substantially all of the property
of any such corporation, to another corporation or
corporations), the Optionee shall thereafter have the right to
purchase, upon the basis and upon the terms and conditions and
during the time specified in this Option, in lieu of the Option
Shares theretofore purchasable upon the exercise of this
Option, such shares, securities or assets as may be issued or
payable with respect to, or in exchange for, the number of
Option shares theretofore purchasable upon the exercise of this
Option had such recapitalization, consolidation, merger or
conveyance not taken place and, in any such event, the rights
of the Optionee to an adjustment in the number of Option shares
purchasable upon the exercise upon this Option as herein
provided shall continue and be preserved in respect of any
shares, securities or assets which the Optionee becomes
entitled to purchase.

                    (c)  If, (i) Vector shall take a record of
holders of its Common Shares for the purpose of entitling them
to receive a dividend payable otherwise than in cash, or any
other distribution in respect of the Common shares (including
cash), pursuant to, without limitation, any spin-off, split-off,
 or distribution of Vector's assets; or (ii) Vector shall
take a record of the holders of its Common Shares for the
purpose of entitling them to subscribe for or purchase any
shares of any class or to receive any other rights; or (ii) in
the event of any classification, reclassification or other
reorganization of the securities which Vector is authorized to
issue, consolidation or merger by Vector with or into another
corporation, or conveyance of all or substantially all of the
assets of Vector; or (iv) in the event of any voluntary or
involuntary dissolution, liquidation or winding up of Vector;
then, and in any such case, Vector shall mail to the Optionee,
at least 30 days prior thereto, a notice stating the date or
expected date on which a record is to be taken for the purpose
of such dividend, distribution or rights, or the date on which
such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or
winding up, as the case may be, will be effected.  Such notice
shall also specify the date or expected date, if any is to be
fixed, as to which holders of Common Shares of record shall be
entitled to participate in such dividend, distribution or
rights, or shall be entitled to exchange their Common Shares or
securities or other property deliverable upon such
classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or
winding up, as the case may be.

                    (d)  If Vector, at any time while this
Option shall remain unexpired and unexercised in whole or in
part, shall sell all or substantially all of its property,
dissolve, liquidate or wind up its affairs, the Optionee may
thereafter receive upon exercise hereof, in lieu of each Option
Share which it would have been entitled to receive, the same
kind and amount of any securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution,
liquidation or winding up with respect to each Common Shares of
Vector purchased upon exercise of this Option.

          6.   Reservation of Shares Issuable on Exercise of
Option.  At all times during the Option Exercise Period, Vector
will reserve and keep available out of its authorized Common
Shares, solely for issuance upon the exercise of this Option,
such number of Common Shares and other securities as from time
to time may be issuable upon exercise of this Option.

          7.   Request to Transfer Agent.  On exercise of all
or any portion of this Option, Vector shall, within ten days of
the receipt of good and clean funds for the purchase of any or
all of the Option Shares, advise its Transfer Agent and
Registrar of the required issuance of the number of Option
Shares and the names in which such shares are to be registered
pursuant to the exercise form attached to this Agreement. 
Vector shall also execute and deliver any and all such further
documents as may be requested by the Transfer Agent and
Registrar for the purpose of effecting the issuance of Option
shares upon payment therefor by the Optionee or any assignee.

          8.   Loss, Theft, Destruction or Mutilation.  Upon
receipt by Vector of evidence satisfactory to it (in the
exercise of its reasonable discretion) of the ownership of and
the loss, theft, destruction or mutilation of this Option, and
the purchase by the Optionee of a lost security bond (or, if
acceptable to Vector, the provision of a satisfactory indemnity
from the Optionee) in an amount equal to or exceeding the total
value of the Option Shares to be purchased hereunder, Vector
will execute and deliver, in lieu thereof, a new Option of like
tenor.

          9.   Optionee Not a Shareholder.  The Optionee or any
other holder of this Option shall, as such, not be entitled by
reason of ownership of this Option to any rights whatsoever of
a shareholder of Vector.

          10.  Transfer Taxes.  The Optionee or its assignee(s)
will pay all taxes in respect of the issue or transfer of this
Option or the Option Shares issuable upon exercise hereof.

          11.  Mailing of Notice.  All notices and other
communications from Vector to the Optionee or from the Optionee
to Vector shall be mailed by first class, certified mail,
postage prepaid, or sent by receipt confirmed facsimile
transmission, to the address furnished to each party in writing
by the other party.

          12.  Fractional Shares.  No fractional shares or
scrip representing fractional shares shall be issued upon
exercise of this Option.  With respect to any fraction of a
share called for upon the exercise hereof, Vector shall issue
to the Optionee at no extra cost another whole share for any
fraction which is one-half or greater, and the Optionee shall
forfeit the fractional share that is less than one-half of a
share.

          13.  Common Shares Defined.  Whenever reference is
made in this Option to the issue or sale of Common Shares, the
term "Common Shares" shall mean the voting Common Shares of
Vector of the class authorized as of the date hereof and any
other class of stock ranking on a party with such Common
Shares.

          14.  Registration Rights.  The Optionee and Vector
acknowledge their execution of a Registration Rights Agreement
between the parties which provides, among other things, for
certain registration rights which are for the benefit of the
Optionee and any assignee(s).  Vector's agreements with respect
to the registration rights will continue in effect regardless
of the exercise or surrender of this Option by either the
Optionee or any assignee(s).

          15.  Opinion of Legal Counsel.  As a condition to the
payment by Optionee of the Purchase Price specified in the
Purchase Agreement, Vector shall deliver to Optionee at the
Closing an opinion of its legal counsel in form and substance
satisfactory to the Optionee and its counsel.

          16.  Purchase Agreement.  This Option is in addition
to the Purchase Agreement and the rights of the Optionee under
this Option and the Purchase Agreement are cumulative.

          17.  Governing Law.  This Option shall be governed
by, and construed in accordance with, the laws of the State of
Florida.

          IN WITNESS WHEREOF, the parties have executed this
Option Agreement on the day and year first above written.

VECTOR:

VECTOR AEROMOTIVE CORPORATION


By:   /S/ David Peter Rose        
Name:David Peter Rose
Title:President

OPTIONEE:

TRADELINK INTERNATIONAL LIMITED

By: /s/ T.J. Enright                
Name:T. J. Enright
Title:President and General Manager

FORM TO BE USED TO EXERCISE OPTION:

                         EXERCISE FORM

          The undersigned hereby elects irrevocably to exercise
the within Option and to purchase ____________ Common Shares of
Vector Aeromotive Corporation, called for hereby, and hereby
makes payment of $________________ (at the rate of $.   per
share) in payment of the Option Exercise Price pursuant hereto. 
Please issue the shares as to which this Option is exercised in
accordance with the instructions given below.

___________________________________
Signature
Date:___________________ 

            INSTRUCTIONS FOR REGISTRATION OF SHARES:

Register Shares in name of:
____________________________________
               (Print)
Address:_______________________________________________________

FORM TO BE USED TO ASSIGN OPTION:

                           ASSIGNMENT

For value received, _____________________________ does hereby
sell, assign and transfer unto ___________________ the right to
purchase _____________ Common Shares of Vector Aeromotive
Corporation, evidenced by the within Option, and does hereby
irrevocably constitute and appoint Vector Aeromotive
Corporation and/or its Transfer Agent as attorney to transfer
the same on the books of Vector Aeromotive Corporation with
full power of substitution in the premises.

_____________________________
Signature

Signature Guaranteed

_____________________________
Date:________________________      

NOTICE:  The signature to the form to exercise or form to
assign must correspond with the name as written upon the face
of the within Option in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by
a  bank, other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities
exchange.

EX-3

               REGISTRATION RIGHTS AGREEMENT
   
   
          THIS REGISTRATION RIGHTS AGREEMENT dated as of
   July 22, 1997 between VECTOR AEROMOTIVE CORPORATION, a
   Nevada corporation (the "Company"), and TRADELINK
   INTERNATIONAL LIMITED, a Bahamian Company ("TIL").
   
          The parties agree as follows:
   
          Section 1.  Definitions.  For purposes of this
   Agreement:
   
          (a)  The terms "register," "registered," and
   "registration" refer to a registration effected by
   preparing and filing a registration statement or similar
   document in compliance with the Securities Act of 1933, as
   amended (the "Securities Act"), and the declaration or
   ordering of effectiveness of such registration statement or
   document;
   
          (b)  The term "Registrable Securities" means (i)
   the Shares, as defined under the Share Purchase Agreement,
   dated as of July 22, 1997, between the Company and TIL (the
   "Share Purchase Agreement")(the "Shares"), and (ii) any
   Common Shares of the Company issued as (or issuable upon
   the conversion or exercise of any warrant, right or other
   security which is issued as) a dividend or other
   distribution with respect to, or in exchange for or in
   replacement of, the Shares, in each case held by any Holder
   (as defined in clause (d) below);
   
          (c)  The number of shares of "Registrable
   Securities then outstanding" shall be equal to the number
   of Common Shares of the Company outstanding which are, and
   the number of Common Shares of the Company issuable
   pursuant to then exercisable or convertible securities
   which upon issuance would be, Registrable Securities;
   
          (d)  The term "Holder" or "Holders" means TIL and
   any of its successors or assigns which hold    Registrable
   Securities; and
   
          (e)  The term "Closing Date" is used herein as
   defined in Article II of the Share Purchase Agreement.
   
          Section 2.  Demand Registration.
   
          (a)  If at any time on and after the Closing
   Date, the Company shall receive a written request from
   Holders of at least 25% of the Registrable Securities then
   outstanding that the Company file a registration statement
   under the Securities Act covering the registration of
   Registrable Securities held by them, then the Company
   shall, subject to the limitations of this Section 2, use
   its best efforts to effect within 90 days of such request
   or as soon as practicable thereafter, the registration
   under the Securities Act of all Registrable Securities
   which such Holders request to be registered, provided, that
   the filing of any registration statement which does not
   result in the effective registration of all of the
   Registrable Securities for which a demand has been made and
   the continuing effectiveness of such registration for an
   uninterrupted period of six (6) months from the initial
   effective date thereof, shall not be deemed to fulfill the
   Company's obligations under this Section 2(a).
   
          (b)  In addition to, and not in limitation of the
   foregoing, if the Company shall receive a written request
   from any of the Holders aforementioned in Section 2(a) that
   the Company file one or more post-effective amendments to
   the registration statement referred to therein so as to
   extend the effectiveness of such registration statement
   beyond the six-month period referred to in Section 2(a),
   then the Company shall use its best efforts to effect as
   soon as practicable the filing of any such post-effective
   amendment.
   
          (c)  In addition to, and not in limitation of the
   foregoing Sections 2(a) and 2(b), if at any time on and
   after the Closing Date and following the effective date of
   the registration statement referred to in Section 2(a), the
   Company shall receive a written request from Holders of at
   least 25% of the Registrable Securities then outstanding
   that the Company file a registration statement under the
   Securities Act covering the registration of Registrable
   Securities held by them, then the Company shall, subject to
   the limitations of this Section 2, use its best efforts to
   effect within 90 days of such request or as soon as
   practicable thereafter, the registration under the
   Securities Act of all Registrable Securities which such
   Holders request to be registered, 
   and to file as soon as practicable any and all post-effective
 amendments thereto which may be requested by the
   aforementioned Holders.
   
          (d)  If the Holders intend to distribute the
   Registrable Securities covered by their request by means of
   an underwriting, they shall so advise the Company as a part
   of their request made pursuant to this Section 2.  The
   Holders shall (together with the Company as provided in
   Section 3) enter into an underwriting agreement in
   customary form with a mutually acceptable underwriter or
   underwriters.  Notwithstanding any other provision of this
   Section 2, if the managing underwriter advises the Holders
   in writing that marketing factors require a limitation of
   the number of shares to be underwritten, then the number of
   shares of Registrable Securities of the Holders that may be
   included in the underwriting shall be so limited pro rata.
   
          (e)  The Company shall be obligated to effect one
   registration pursuant to Section 2(a) in accordance with
   the terms thereof.  The Company shall be obligated to file
   as many post-effective amendments pursuant to Section 2(b)
   and to effect as many registrations pursuant to Section
   2(c) as may be requested by Holders in accordance
   therewith.
   
          Section 3.  "Piggyback" Rights.  For a period of
   three years from the Closing Date, and if (but without any
   obligation to do so) the Company proposes to register any
   of its Common Shares under the Securities Act in connection
   with the public offering of such Common Shares for cash
   proceeds payable in whole or in part to the Company (other
   than with respect to a Registration Statement filed on Form
   S-8 or Form S-4 or such other similar form then in effect
   under the Securities Act), the Company shall, at such time,
   promptly give the Holders written notice of such
   registration (at the respective addresses of the Holders
   appearing in the Company's records).  Upon the written
   request of any Holder given within 20 days after giving of
   such notice by the Company, the Company shall, subject to
   the provisions of Section 7, cause to be registered under
   the Securities Act all of the Registrable Securities that
   such Holder has requested to be registered; provided,
   however, if the managing underwriter of the public offering
   of shares proposed to be registered by the Company advises
   the Holders in writing that marketing factors require a
   limitation of the number of shares to be underwritten, then
   the number of shares of Registrable Securities of the
   Holders that may be included in the underwriting shall be
   so limited pro rata.
   
          Section 4.  Registration Procedure.  Whenever
   required under this Agreement to effect the registration of
   any Registrable Securities, the Company shall, as
   expeditiously as is reasonably possible:
   
          (a)  Prepare and file with the SEC a registration
   statement with respect to such Registrable Securities and
   use its best efforts to cause such registration statement
   to become and remain effective and maintain the
   qualifications referred to in Section 4(d) below for such
   period as may be necessary for the selling Holders to
   dispose of the Registrable Securities being offered for
   sale.
   
          (b)  Prepare and file with the SEC such
   amendments and supplements to such registration statement
   and the prospectus used in connection with such
   registration statement as may be necessary to comply with
   the provisions of the Securities Act.
   
          (c)  Furnish to the Holders of the Registrable
   Securities covered by such registration statement   such
   number of copies of a prospectus, including a preliminary
   prospectus, in conformity with the   requirements of the
   Securities Act, and such other documents as they may
   reasonably request in order to facilitate the disposition
   of the Registrable Securities owned by them.
   
          (d)  Use its best efforts to register and qualify
   the securities covered by such registration statement under
   such jurisdictions as shall be reasonably requested by the
   Holders, provided that the Company shall not be required in
   connection therewith or as a condition thereto to qualify
   to do business or to file a general consent to service of
   process in any such jurisdiction but the Company may be
   required to file a consent to service substantially in the
   form of the Uniform Consent to Service of Process Form U-2.
   
          (e)  In the event of any underwritten public
   offering, enter into and perform its obligations under an
   underwriting agreement, in usual and customary form, with
   the managing underwriter of such offering.  Each selling
   Holder participating in such underwriting shall also enter
   into and perform its obligations under such an agreement.
   
          (f)  Notify each holder of Registrable Securities
   covered by such registration statement, at any time when a
   prospectus relating thereto covered by such registration
   statement is required to be delivered under the Securities
   Act, of the happening of any event as a result of which the
   prospectus included in such registration statement, as then
   in effect, includes an untrue statement of a material fact
   or omits to state a material fact required to be stated
   therein or necessary to make the statements therein not
   misleading in the light of the circumstances then existing.
   
          (g)  Furnish to each Holder requesting
   registration of Registrable Securities pursuant to this
   Agreement, on the date that such Registrable Securities are
   delivered to the underwriters for sale in connection with a
   registration pursuant to this Agreement, if such securities
   are being sold through underwriters, or, if such securities
   are not being sold through underwriters, on the date that
   the registration statement with respect to such securities
   becomes effective (i) an opinion, dated such date, of the
   counsel representing the Company for the purposes of such
   registration, in form and substance as is customarily given
   to underwriters in an underwritten public offering
   addressed to the underwriters, if any, and to the Holders
   requesting registration of Registrable Securities and (ii)
   a letter dated such date, from the independent certified
   public accountants of the Company, in form and substance as
   is customarily given by independent certified public
   accountants to underwriters in an underwritten public
   offering, addressed to the underwriters, if any, and to the
   Holders requesting registration of Registrable Securities.
   
          Section 5.  Furnish Information.  The selling
   Holders shall promptly furnish to the Company in writing
   such reasonable information regarding themselves, the
   Registrable Securities held by them, and the intended
   method of disposition of such securities as shall be
   required to effect the registration of their Registrable
   Securities.
   
          Section 6.  Expenses of Registration.  All
   expenses, other than underwriting discounts, relating to
   Registrable Securities incurred in connection with
   registration, filing or qualification pursuant to Section
   2(a) and Section 3 of this Agreement, including (without
   limitation) all registration, filing and qualification
   fees, printers' bills, mailing and delivery expenses,
   accounting fees, and the fees and disbursements of counsel
   for the Company and the Holders shall be borne by the
   Company.  All of the foregoing expenses relating to the
   Registrable Securities incurred in connection with
   registration, filing or qualification pursuant to Section
   2(b) or 2(c) of this Agreement shall be borne by the
   Holders requesting the relevant post-effective amendment or
   registration.
   
          Section 7.  Indemnification and Contribution.  In
   the event any Registrable Securities are included in a
   registration statement under this Agreement:
   
          (a)  To the extent permitted by law, the Company
   will indemnify and hold harmless each Holder, the officers
   and directors of each Holder, any underwriter (as defined
   in the Securities Act) for such holder, and each person, if
   any, who controls such Holder or underwriter within the
   meaning of the Securities Act or the Securities Exchange
   Act of 1934 (the "Exchange Act"), against any losses,
   claims, damages, or liabilities (joint or several) to which
   they may become subject under the Securities Act, the
   Exchange Act or other federal or state law, insofar as such
   losses, claims, damages, or liabilities (or actions in
   respect thereto) arise out of or are based upon any untrue
   statement or alleged untrue statement of a material fact
   contained in such registration statement, including any
   preliminary prospectus or final prospectus contained
   therein or any amendments or supplements thereto, or arise
   out of or are based upon the omission or alleged omission
   to state therein a material fact required to be stated
   therein or necessary to make the statements therein not
   misleading; and the Company will reimburse each such
   Holder, officer or director, underwriter or controlling
   person for any legal or other expenses reasonably incurred
   by them in connection with investigating or defending any
   such loss, claim, damage, liability, or action; provided,
   however, that the indemnity agreement contained in this
   Section 7(a) shall not apply to amounts paid in settlement
   of any such loss, claim, damage, liability, or action if
   such settlement is effected without the consent of the
   Company (which consent shall not be unreasonably withheld),
   nor shall the Company be liable in any such case for any
   such loss, claim, damage, liability, or action to the
   extent that it arises out of or is based upon an untrue
   statement or alleged untrue statement or omission or
   alleged omission made in such registration statement,
   preliminary prospectus or final prospectus or any amendment
   or supplement thereto in reliance upon and in conformity
   with written information furnished expressly for use in
   connection with such registration by any such Holder,
   underwriter or controlling person; provided, further,
   however, that if any losses, claims, damages or liabilities
   arise out of or are based upon any untrue statement,
   alleged untrue statement, omission or alleged omission
   contained in any preliminary prospectus, and made in
   reliance upon and in conformity with written information
   furnished by such Holder expressly for use therein, which
   did not appear in the final prospectus, the Company shall
   not have any such liability with respect thereto to such
   Holder, any person who controls such Holder within the
   meaning of the Securities Act, or any director of such
   Holder, if such Holder delivered a copy of the preliminary
   prospectus to the person alleging such losses, claims,
   damages or liabilities and failed to deliver a copy of the
   final prospectus, as amended or supplemented if it has been
   amended or supplemented, to such person at or prior to the
   written confirmation of the sale to such person, provided
   that such Holder had an obligation to deliver a copy of the
   final prospectus to such person; and
   
          (b)  To the extent permitted by law, each selling
   Holder will indemnify and hold harmless the Company, each
   of its directors, each of its officers who has signed the
   registration statement, each person, if any, who controls
   the Company within the meaning of the Securities Act, any
   underwriter and any other Holder selling securities in such
   registration statement or any of its directors or officers
   or any person who controls such Holder or underwriter,
   against any losses, claims, damages or liabilities (joint
   or several) to which the Company or any such director,
   officers, controlling person, or underwriter or controlling
   person, or other such Holder or director, officer or
   controlling person may become subject, under the Securities
   Act, the Exchange Act or other federal or state law,
   insofar as such losses, claims, damages or liabilities (or
   actions in respect thereto) arise out of or are based upon
   any untrue statement or alleged untrue statement of a
   material fact contained in such registration statement,
   including any preliminary prospectus or final prospectus
   contained therein or any amendments or supplements thereto,
   or arise out of or are based upon the omission or alleged
   omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein
   not misleading, if the untrue statement or omission or
   alleged untrue statement or omission in respect of which
   such loss, claim, damage or liability is asserted was made
   in reliance upon and in conformity with written information
   furnished by such Holder expressly for use in connection
   with such registration; and each such Holder will reimburse
   any legal or other expenses reasonably incurred by the
   Company or any such director, officer, controlling person,
   underwriter or controlling person, or other Holder,
   officer, director, or controlling person in connection with
   investigating or defending any such loss, claim, damage,
   liability or action; provided, however, that the indemnity
   agreement contained in this Section 7(b) shall not apply to
   amounts paid in settlement of any such loss, claim, damage,
   liability or action, if such settlement is effected without
   the consent of the Holder (which consent shall not be
   unreasonably withheld); provided, further, that the maximum
   liability of any selling Holder under this Section 7(b) in
   regard to any registration statement shall in no event
   exceed the amount of the net proceeds received by such
   selling Holder from the sale of securities under such
   registration statement; provided, further, however, that if
   any losses, claims, damages or liabilities arise out of or
   are based upon an untrue statement, alleged untrue
   statement, omission or alleged omission contained in any
   preliminary prospectus which did not appear in the final
   prospectus, such seller shall not have any such liability
   with respect thereto to the Company, any person who
   controls the Company within the meaning of the Securities
   Act, any officer of the Company who signed the registration
   statement or any director of the Company, if the Company
   delivered a copy of the preliminary prospectus to the
   person alleging such losses, claims, damages or liabilities
   and failed to deliver a copy of the final prospectus, as
   amended or supplemented if it has been amended or
   supplemented, to such person at or prior to the written
   confirmation of the sale to such person, provided that the
   Company had an obligation to deliver a copy of the final
   prospectus to such person.
   
          (c)  Promptly after receipt by an indemnified
   party under this Section 7 of notice of the commencement of
   any action (including any governmental action), such
   indemnified party will, if a claim in respect thereof is to
   be made against any indemnifying party under this Section
   7, deliver to the indemnifying party a written notice of
   the commencement thereof, and the indemnifying party shall
   have the right to participate in and, to the extent the
   indemnifying party so desires, jointly with any other
   indemnifying party similarly notified, to assume the
   defense thereof with counsel mutually satisfactory to the
   parties.  An indemnified party shall have the right to
   retain its own counsel, however, the fees and expenses of
   such counsel shall be at the expense of the indemnified
   party, unless (i) the employment of such counsel has been
   specifically authorized in writing by the indemnifying
   party, (ii) the indemnifying party has failed to assume the
   defense and employ counsel, or (iii) the named parties to
   any such action (including any impleaded parties) include
   both the indemnified party and the indemnifying party, and
   the indemnified party shall have been advised by such
   counsel that there may be one or more legal defenses
   available to it which are different from or additional to
   those available to the indemnifying party (in which case
   the indemnifying party shall not have the right to assume
   the defense of such action on behalf of such indemnified
   party, it being understood, however, that the indemnifying
   party shall not, in connection with any one such action or
   separate but substantially similar or related actions in
   the same jurisdiction arising out of the same general
   allegations or circumstances, be liable for the reasonable
   fees and expenses of more than one separate firm of
   attorneys for all indemnified parties).  The failure to
   deliver written notice to the indemnifying party will not
   relieve it of any liability that it may have to any
   indemnified party under this Agreement.
   
          (d)  If the indemnification provided for in this
   Section 7 is unavailable or insufficient to hold harmless
   an indemnified party in respect of any losses, claims,
   damages or liabilities or actions in respect thereof
   referred to therein, then each indemnifying party shall in
   lieu of indemnifying such indemnified party contribute to
   the amount paid or payable by such indemnified party as a
   result of such losses, claims, damages, liabilities or
   actions in such proportion as is appropriate to reflect the
   relative fault of the Company, on the one hand, and selling
   Holders, on the other, in connection with the statements or
   omissions which resulted in such losses, claims, damages,
   liabilities or actions as well as any other relevant
   equitable considerations, including the failure to give any
   required notice.  The relative fault shall be determined by
   reference to, among other things, whether the untrue or
   alleged untrue statement of a material fact or the omission
   or alleged omission to state a material fact relates to
   information supplied by the Company, on the one hand, or by
   such selling Holders on the other, and the parties'
   relative intent, knowledge, access to information and
   opportunity to correct or prevent such statement or
   omission.  The parties hereto acknowledge and agree that it
   would not be just and equitable if contribution pursuant to
   this subparagraph (d) were determined by pro rata
   allocation (even if all of the selling Holders were treated
   as one entity for such purpose) or by any other method of
   allocation which does not take account of the equitable
   considerations referred to above in this subparagraph (d). 
   The amount paid or payable by an indemnified party as a
   result of the losses, claims, damages, liabilities or
   actions in respect thereof referred to above in this
   subparagraph (d) shall be deemed to include any legal or
   other expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any
   such action or claim.  Notwithstanding the provisions of
   this subparagraph (d), the amount the selling Holders shall
   be required to contribute shall not exceed the amount, if
   any, by which the total price at which the securities sold
   by each of them were offered to the public exceeds the
   amount of any damages which they would have otherwise been
   required to pay by reason of such untrue or alleged untrue
   statement or omission or alleged omission, or other
   violation of law.  No person guilty of fraudulent
   misrepresentation (within the meaning of Section 11(f) of
   the Securities Act) shall be entitled to contribution from
   any person who was not guilty of fraudulent
   misrepresentation.
   
          Section 8.  Miscellaneous.
   
          (a)  Binding Effect.  This Agreement shall be
   binding upon and shall inure to the benefit of the original
   parties to this Agreement and each person who becomes a
   party to this Agreement, and their respective heirs,
   personal representatives, successors and assigns.
   
          (b)  Notices.  Except as otherwise provided
   herein, any notice, consent or request to be given in
   connection with any term or provision of this Agreement
   shall be deemed to have been given sufficiently if sent by
   hand, registered or certified mail, postage prepaid,
   facsimile transmission or courier (next day delivery), to
   the Company or to TIL at its address as designated in, or
   from time to time pursuant to, Article XII of the Share
   Purchase Agreement.
   
          (c)  Integration.  This Agreement contains the
   entire agreement between the parties with respect to the
   transactions contemplated hereby and no party shall be
   bound by, nor shall any party be deemed to have made, any
   covenants, representations, warranties, undertakings or
   agreements except those contained in such entire Agreement. 
   The section and paragraph headings contained in this
   Agreement are for the reference purposes only and shall not
   affect in any way the meaning or interpretation of this
   Agreement.
   
          (d)  Counterparts.  This Agreement may be
   executed in one or more counterparts, each of which shall
   be deemed to be an original but all of which together shall
   constitute one and the same agreement.
   
          (e)  Amendment.  This Agreement may be amended,
   changed, waived or terminated only in writing by the
   Company and TIL.
   
          (f)  Governing Law.  This Agreement and the
   rights and remedies of the parties to this Agreement shall
   be governed by and construed in accordance with the laws of
   the State of New York.
   
          IN WITNESS WHEREOF, this Agreement has been
   executed effective as of the date first above written.
   
   VECTOR AEROMOTIVE CORPORATION
   
   
   By:    /s/ David Peter Rose       
   Name:    David Peter Rose          
   Title:   President                 
   
   
   TRADELINK INTERNATIONAL LIMITED
   
   
   By:   /s/ T. J. Enright           
   Name:   T. J. Enright              
   Title: President & General Manager 
   
   

EX-4

               SHAREHOLDERS AGREEMENT AND OPTION
 
     THIS SHAREHOLDERS AGREEMENT AND OPTION is made as of the
  22nd day of July, 1997, by and among VECTOR AEROMOTIVE CORPORATION,
 a Nevada corporation (the "Corporation"); TRADELINK
  INTERNATIONAL LIMITED, a corporation organized under the laws
  of The Bahamas ("Tradelink"); V'POWER CORPORATION, a corporation
 organized under the laws of The Bahamas ("V'Power"). 
  The foregoing named corporations shall sometimes hereinafter
  collectively be referred to as the "Shareholders" or
 individually referred to as "Shareholder".
     WHEREAS, the Corporation is a corporation organized
  under and by virtue of the laws of the State of Nevada, with
  authorized capitalization of 600,000,000 shares of Common
  Stock, $.01 par value (the "Common Stock"), and 5,000,000
  shares of Preferred Stock, $.10 par value (the "Preferred
  Stock"); 
     WHEREAS, Tradelink and V'Power and their Affiliates each
  own or have an option or agreement to acquire the number of
  shares of Common Stock and Preferred Stock of the Corporation
  set opposite its name:
    
                    Common Stock        Preferred Stock
               Certificate Number       Certificate Number   
  
  Names        
  Tradelink                   60,000,000          None
  
  Tradelink Affiliates   None               None
  
  V'Power                37,333,333          None
  
  V'Power Affiliates          None                1      5686
                                             2      4241
     WHEREAS, 10,000,000 shares (and none others) of Common
  Stock owned by V-Power have been registered with the Securities
 and Exchange Commission;
     WHEREAS, V'Power holds and owns one or more options to
  purchase an aggregate of -0- shares of Common Stock (the
  "V'Power Options"), and otherwise has no agreement or right
  to acquire directly or indirectly (through an affiliate or
  otherwise) other shares of Common Stock or the right to vote
  other shares of Common Stock.
     WHEREAS, Tradelink holds and owns one or more options to
  purchase an aggregate of 60,000,000 shares of Common Stock
  (the "Tradelink Options") and otherwise has no agreement or
  right to acquire directly or indirectly (through an affiliate
  or otherwise) shares of Common Stock or the right to vote
  shares of Common Stock;
     WHEREAS, the Corporation is a publicly held company with
  a high concentration of shares of Common Stock held by
  Tradelink and V'Power, the sale of the Common Stock of
  Tradelink or V'Power in the public market could have a
 detrimental financial affect on the Corporation and its remaining
  shareholders, the Shareholders desire to establish an effective,
 consistent and uniform system of management for the
  Corporation for a definite period of time, and the Shareholders
 desire to define the relationship between the Shareholders for
 the best interests of the Corporation and the Shareholders; and
     WHEREAS, the Shareholders therefore desire to provide
  for certain restrictive covenants on the Common Stock owned
  by them and V'Power has agreed to provide Tradelink an option
  to purchase its shares of Common Stock.
                     W I T N E S S E T H:
     That for and in consideration of the sum of Ten and
  no/100 Dollars ($10.00) paid by each of the parties to the
  other receipt of which hereby is acknowledged, and the mutual
  covenants contained in this Agreement, the parties do hereby
  mutually agree as follows:
     1.   Status of the Parties.  This Agreement is an agreement
 among shareholders of the Corporation pursuant to Section 78.365.3,
 Nevada Business Corporation Act.
     2.   Preamble.  Each Shareholder represents and warrants
  that the statements in the Preamble relating to that Shareholder
 and to the Corporation are true and correct.  The
  Preamble is incorporated into this Agreement by this reference.
     3.   Fulfillment of this Agreement.  The Shareholders
  shall vote their shares of the Common Stock of the Corporation
 and take all other actions necessary for the fulfillment
  of the terms and provisions of this Agreement. 
     4.   Election of Directors.   For a period of ten (10)
  years after the date of this Agreement or, if Tradelink
  elects not to exercise the Tradelink Options to acquire
  60,000,000 shares of the Common Stock, for so long as any
  credit is outstanding under the Loan and Security Agreement
  dated the date hereof between Tradelink and Vector, the
  Shareholders shall vote their shares in each and every election
 of directors to elect persons designated by Tradelink up
  to a majority of the number of authorized directors of the
  Corporation.  Until full exercise of the Tradelink Options,
  V'Power will vote its shares against any merger, consolidation,
 sale of substantially all Vector's assets, liquidation
  or similar change in Vector's corporate existence or business
  unless the action is recommended for approval by the Board of
  Directors of Vector. The agreements in this Paragraph 4 shall
  terminate if at any time Tradelink uses its discretion under
  that certain Loan and Security Agreement with Vector dated
  the date of this Agreement to refrain from funding any Advance
 (as defined in such Loan and Security Agreement).  The
  agreements in this Paragraph 4 shall apply to voting of all
  shares of Common Stock, other than shares owned as set forth
  in this Agreement.
     5.   Restrictions on the Right to Transfer Shares.  No
  Shareholder shall have the right or power to sell, assign,
  transfer or otherwise dispose of any share or shares of the
  Common Stock, with or without consideration, except under the
  terms and conditions as set forth in this Paragraph 5.         
          (a) The restrictions contained in this Paragraph 5
  shall be absolute other than a bona fide pledge of Common
  Stock in a loan transaction.
          (b)  The restrictions contained in this Paragraph 5
  shall terminate as to 30,000,000  shares of Common Stock
  owned by Tradelink one year from the date the shares are
  acquired of this Agreement.  The restrictions contained in
  this Paragraph 5  shall terminate as to  all other shares of
  Common Stock owned by Tradelink four years from the date the
  shares are acquired of this Agreement.  
          (c)  The restrictions contained in this Paragraph 5
  shall terminate as to all shares of Common Stock  owned by
  V'Power the earlier of the expiration of the Tradelink Options
 unexerciesd or four years  after the date of this
  Agreement.  In addition, the restrictions contained in this
  Paragraph 5 shall not apply to any shares of common stock
  owned by V'Power  that are sold, assigned or transferred to
  Tradelink or its assigns.
          (d)  The restrictions in this Paragraph 5 shall not
  apply to any sale of Common Stock  made in compliance with
  Rule 144A, 17 C.F.R. Section  230.144A, or pursuant to a
  Private Sale.  For purposes of of this subparagraph, the term
  "Private Sale" shall be the sale of Common Stock to fewer
  than five purchasers in the aggregate all of whom are accredited
 investors as the term is defined  Rule 501, 17 C.F.R.
  Section 230.501, in a transaction relating to which there is 
  no general solicitation or advertising.
          (e)  The secretary of the Corporation shall in no
  event issue or reissue shares of Common Stock, nor transfer
  the ownership of shares of Common Stock on the register of
  the Corporation, except after proof of compliance with the
  terms and conditions of this Paragraph 5.
          (f)  The limitations and provisions of this Paragraph 5
 shall apply whether or not the person or persons to
  whom any proposed sale or other disposition of shares of the
  Common Stock is to be made are shareholders of the Corporation
 at the time of such proposed sale or other disposition. 
          (g)  All stock certificates for the Common Stock
  issued or to be issued to the Shareholders shall bear on the
  face of such certificates the following restrictive legend,
  in addition to any other legend required by law, for as long
  as such Common Stock shall be subject to the terms of this
  Agreement:
          The encumbrance, pledge, assignment, sale,
            transfer or disposition of all or a part of
            these shares is restricted, and certain aspects of
             the management of the Corporation are
            governed or restricted, by the terms of a
            Shareholders Agreement dated as of July 22,
            1997, which may be examined in the office of
            the Corporation.  The Corporation will furnish
            without charge a copy of that Agreement to any
            shareholder upon request.
  
  Each Shareholder will submit each certificate for Common
  Stock owned by it to Vector for the placement of such legend
  on such certificate within ten (10) days after the date 
  of this Agreement.
  
          (h)  Any owner of the Common Stock, by acceptance
  of such share of the Common Stock automatically shall be
  bound and subject to all the terms and provisions of this
  Agreement.  Any such owner of the Common Stock shall be
  deemed to be a Shareholder under the terms of this Agreement
  for all purposes, except such owner shall be entitled to
  notices and to the rights under this Agreement only if such
  owner joins in this Agreement and provides a proper address
  for notices.
          (i)  For purposes of this Paragraph 5, the term
  "owner" and the concept of ownership shall mean both beneficial
 owner and ownership and owner and ownership as recorded
  in the books of the Corporation. 
     6.   Option to Purchase Shares Owned by V'Power.
     THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
 OF 1933, AS AMENDED, AND MAY BE OFFERED
       AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS
 OF THAT ACT OR IF, IN THE OPINION OF COUNSEL
       TO THE SELLER, AN EXEMPTION FROM REGISTRATION
       THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH
       MUST BE ESTABLISHED TO THE SATISFACTION OF VECTOR.
  
          (a)  The Market Option.  Subject to the terms and
  conditions of this Paragraph 6, Tradelink and its assigns are
  hereby granted and shall have an option (this "Market Option"),
 at any time or from time to time commencing on the
  date that is six (6) months from the date that Tradelink
  purchases Common Stock by exercise of the Tradelink Options
  (the "Commencement Date") and at or before 5:00 P.M., Eastern
  Time, on the date that is the forth university of the
 Commencement Date (the "Option Exercise Period"), but not
 thereafter, to purchase any and all of the Option Shares (as
  defined below) for the Option Exercise Price (as defined
  below).  The term "Option Shares" shall mean any and all
  shares of the Common Stock owned, directly or indirectly
  through any Affiliate, by V'Power at the time of any Option
  Notice (as defined below).  At the request of Tradelink or
  its assigns, the Option Shares shall be the Common Stock
  owned, directly or indirectly through any Affiliate, by
  V'Power that has been registered with the Securities and
  Exchange Commission under the Securities Act of 1933 (the
  1933 Act"), which registration is current.  The term "Option
  Exercise Price" shall mean seventy percent (70%) of the
  average of the per share market prices (as defined below) 
  for the Common Stock on each of the last ten (10) trading
  days immediately preceding the last regular trading day 
  immediately preceding an Option Notice multiplied by the
  number of Option Shares specified for purchase in the Option
  Notice.  The term "market price" shall mean the average of
  the closing bid and ask price at the close of the applicable
  trading day.  An Option Notice shall be irrevocable unless
  the Shareholders otherwise agree.  If the rights represented
  hereby shall not be exercised during the Option Exercise
  Period, this Market Option shall become and be void without
  further force or effect, and all rights represented hereby
  shall cease and expire.
          (b)  Exercise of Market Option.  During the Option
  Exercise Period, Tradelink or its assigns may exercise this
  Market Option upon written notice to V'Power specifying the
  number of Option Shares to be purchased and the Option Exercise
 Price (the "Option Notice). Tradelink or its assigns
  shall deliver to V'Power the full Option Exercise Price for
  the number of Option Shares specified for purchase in the
  Option Notice within thirty (30) days after the Option Notice; and,
 simultaneously with such payment of the Option
  Exercise Price for the Option Shares to be purchased, V'Power
  shall deliver to Vector stock certificate(s) for the minimum
  number of shares specified for purchase in the Option Notice,
  with a stock power or other stock transfer form completed and
  duly executed and instructions for registration in the name
  of Tradelink or its assigns of the Option Shares so specified
  for purchase in the Option Notice.  In the event of the
  exercise of this Market Option in part only, Tradelink shall
  have the right at any time and from time to time to exercise
  this Market Option on one or more additional occasions until
  Tradelink shall have purchased the number of Option Shares
  purchasable under this Market Option as to which this Market
  Option has not been exercised.  On exercise of this Market
  Option, unless (i) Vector receives an opinion from counsel
  satisfactory to it that such a legend is not required in
  order to assure compliance with the 1933 Act or any applicable
 state securities laws or (ii) the Option Shares are
  registered under the 1933 Act, each certificate for Option
  Shares issued upon exercise of this Market Option shall bear
  a legend reading substantially as follows:
          These securities have not been registered
            under the Securities Act of 1933, as amended,
            and may be offered and sold only if registered
            pursuant to the provisions of that Act or if,
            in the opinion of counsel to the seller, an
            exemption from registration thereunder is
            available, the availability of which must be
            established to the satisfaction of Vector.
  
  The foregoing legend may be removed with respect to any
  Option Shares sold upon registration or sold pursuant to an
  exemption from registration including the exemption for sales
  made in accordance with Rule 144, 17 C.F.R. Section 230.144,
  provided Vector receives an opinion from counsel satisfactory
  to it that such legend may be removed.
          (c)  Assignment.  Subject to the terms contained in
  this Market Option, this Market Option may be assigned by
  Tradelink in whole or in part by execution by Tradelink of
  the form of assignment attached to this Agreement.  In the
  event of any assignment, V'Power shall recognize an Option
  Notice from the assignee for the Option Shares designated in
  the assignment and instruct transfer of the Option Shares
  subject to such assignment as specified by the assignee.
          (d)  Share Dividends, Reclassification, Reorganization Provisions.
               (i)  If, prior to the expiration of this
  Market Option by full exercise or by its terms and during any
  period in which the market price for Option Shares is calculated
 and thereafter until transfer of Option Shares pursuant
  to an exercise of this Market Option, Vector shall issue any
  of its Common Shares as a share dividend or subdivide the
  number of outstanding Common Shares into a greater number of
  shares, or Vector shall reduce the number of outstanding
  Common Shares by combining such shares into a smaller number
  of shares, in any such case, the Option Shares, the Option
  Exercise Price, the Option Notice and the other aspects of
  this Market Option shall be adjusted proportionately.  If
  Vector shall declare a dividend payable in cash on its Common
  Shares and shall at substantially the same time offer to its
  shareholders a right to purchase new Common Shares from the
  proceeds of such dividend or for an amount substantially
  equal to the dividend, all Common Shares so issued shall, for
  the purpose of this Market Option, be deemed to have been
  issued as a share dividend.  Any dividend paid or distributed
  upon Common Shares in shares of any other class of securities 
  convertible into Common Shares shall be treated as a dividend
  paid in Common Shares to the extent that Common Shares are
  issuable upon the conversion thereof.
               (ii) If, prior to the expiration of this
  Market Option by exercise or by its terms, Vector shall be
  recapitalized by reclassifying its outstanding Common Shares,
  or Vector or a successor corporation shall consolidate or
  merge with or convey all or substantially all of its or any
  successor corporation's property and assets to any other
  corporation or corporations (any such corporation being
  included within the meaning of the term "successor corporation"
 used above in the event of any consolidation or merger
  of any such corporations with, or the sale of all or substantially
 all of the property of any such corporation, to another
 corporation or corporations), Tradelink shall thereafter
 have the right to purchase, upon the basis and upon the
  terms and conditions and during the time specified in this
  Market Option, in lieu of the Option Shares theretofore
  purchasable upon the exercise of this Market Option, such
  shares, securities or assets as may be issued or payable with
  respect to, or in exchange for, the number of Option Shares
  theretofore purchasable upon the exercise of this Market
  Option had such recapitalization, consolidation, merger or
  conveyance not taken place and, in any such event, the rights
  of Tradelink to an adjustment in the number of Option Shares
  purchasable upon the exercise upon this Market Option as
  herein provided shall continue and be preserved in respect of
  any shares, securities or assets which Tradelink becomes
  entitled to purchase.
          (e)  Request to Transfer Agent.  On exercise of all
  or any portion of this Market Option, Vector shall, within
  ten days of the receipt of certificates representing the
  Option Shares and other items required by subparagraph (b),
  advise its Transfer Agent and Registrar of the required
  transfer of the number of Option Shares specified and the
  names in which such shares are to be registered pursuant to
  the exercise of this Market Option.  Vector shall also execute
 and deliver any and all such further documents as may be
  requested by the Transfer Agent and Registrar for the purpose
  of effecting the transfer of Option Shares upon payment
  therefor by Tradelink or any assignee.
          (f)  Transfer Taxes.  Tradelink or its assigns will
  pay all taxes in respect of the issue or transfer of this
  Market Option or the Option Shares issuable upon exercise of
  this Market Option.
          (g)  Governing Law.  This Market Option shall be
  governed by, and construed in accordance with, the laws of
  the State of Florida, which is intended to be different than
  the other aspects of this Agreement except to the extent the
  other terms and conditions of this Agreement are construed as
  part of this Market Option.
     7.   Term.  This Agreement shall be for a term of ten
  (10) years from the date of this Agreement and shall remain
  in full force and effect for such period.
     8.   Prohibition of Purchase of Additional Shares.  The
  Shareholders agree for the Option Exercise Period that no
  additional shares of the Common Stock except upon exercise of
  an option identified in this Agreement shall be purchased by
  the Shareholders or their affiliates without the consent of
  the other Shareholders.
     9.   Binding Effect.  This Agreement shall be binding
  upon and shall operate for the benefit of the Shareholders, 
  the Corporation and their  successors and assigns.
     10   Remedies.
          (a)  In addition to any other remedy provided by
  law, any party to this Agreement shall be entitled to have
  specific performance of this Agreement ordered by a court of
  competent jurisdiction and, should any party be found to be
  in violation of this Agreement or to have refused to perform
  under this Agreement, all court costs, including a reasonable
  attorneys' fee (which shall include attorneys' fee for any
  appeal), shall be taxable against the party or parties found
  by the court to have violated this Agreement or to have
  refused to perform under this Agreement.
          (b)  In connection with any litigation in a trial
  or on appeal arising out of this Agreement, the prevailing
  party shall be entitled to recover attorneys fees and costs.
     11.  Severability.  The invalidity of one or more provisions
 of this Agreement or any part of this Agreement, all of
  which are inserted conditionally upon their being valid in
  law, shall not effect the validity of any other provisions of
  this Agreement.  In the event that any provisions contained
  in this Agreement are found to be unreasonable by any court
  of competent jurisdiction, then any such provisions that are
  found to be unreasonable shall be considered automatically
  reduced to the extent that, in the opinion of such court of
  competent jurisdiction, such provisions shall be reasonable. 
  In the event that any provisions contained in this Agreement
  shall be invalid in their entirety, this instrument shall be
  construed as if such invalid provisions had not been inserted.
     12.  Waiver of Breach.  The waiver of any party to this
  Agreement of any provision of this Agreement shall not
 operate or be construed as a waiver of any other or subsequent
  breach.
     13.  Notices.  Any notice required or permitted to be
  given under this Agreement shall be given in writing and
  mailed by registered or certified mail, return receipt requested,
 or by established overnight service to the other
  parties to this Agreement at the addresses stated below.
     Name                          Address
  
  Tradelink              c/o William L. Thompson, Jr., Esquire
                    Thompson & Adams
                    One Independent Drive, Suite 3131
                    Jacksonville, FL 32202
     
  V'Power           Sandringham House
                    82 Shirley Street
                    Nassau, New Providence
                    The Bahamas
  
  With a copy to:   Harold S. Nathan, Esquire
                    Winthrop, Stimson, Putnam & Roberts
                    One Battery Park Plaza
                    New York, New York  10004-1490
                    Fax No. (212) 858-1500
  
  Changes in said addresses shall be made by notice pursuant to
  this Paragraph.
     14.  Applicable Law.  This Agreement shall be construed
  and enforced in accordance with the laws of the State of
  Nevada.
     15.  Definition of Affiliate.  The term "Affiliate"
  shall mean a person that directly or indirectly, through one
  or more intermediaries, controls, is controlled by or is
  under common control with another person and any officer,
  director, employee, agent, trustee with such other person or
  its affiliates as beneficiary of the trust, spouse, relative
  [first cousin or closer], including specifically without
  limitation, as the term
  relates to V'Power, Automobili Lamborghini, S.p.A. and
  Automobili Lamborghini U.S.A., Inc.
     IN WITNESS WHEREOF, the Shareholders have executed this
  Agreement as of the day and year first above written.
  
  VECTOR AEROMOTIVE CORPORATION
  
  By:    /s/ David Peter Rose       
  Name: David Peter Rose            
  Title: President                  
  
  TRADELINK INTERNATIONAL LIMITED
  
  By:     /s/ T. J. Enright                                     
  Name:   T. J. Enright                                        
  Title: President & General Manager
  
  V'POWER CORPORATION
  
  By:       /s/ Sudjaswin E. L.     
  Name: Sudjaswin E. L.             
  Title:President & Managing Director