S-8

As filed with the Securities and Exchange Commission on February 3, 2006

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________

ZAP
(Exact name of registrant as specified in its charter)

California	94-3210624
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

501 Fourth Street
Santa Rosa, California 95401
(707) 525-8658
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
2002 Incentive Stock Plan
Executive Employment Agreement Warrants,
Employee Bonus Warrants, and Consulting Agreement Warrants
Employment and Consulting Agreement Stock
(Full title of the plan(s))
___________

Steven M. Schneider
Chief Executive Officer
ZAP
501 Fourth Street
Santa Rosa, California 95401
(707) 525-8658
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service should be sent to:

John B. Wills, Esq.
Adam D. Averbach, Esq.
Berenbaum, Weinshienk & Eason, P.C.
370 Seventeenth Street, 48^th Floor
Denver, Colorado 80202
(303) 825-0800

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value, issuable   upon the exercise of options granted and that may be granted under the 2002 Incentive Stock Plan	10,000,000 shares (1)	$0.80 - $1.04 (2)	$9,501,524.00	$1,016.67
Common Stock, no par value, issuable upon the exercise of warrants issued pursuant to executive employment agreements, as employee bonus compensation, and pursuant to consulting agreements	6,144,858 shares	$1.11 (3)	$6,820,792.38	$729.82
Common Stock, no par value, issued pursuant to employment and consulting agreements	76,728 shares	$0.80 (4)	$61,382.40	$6.57
Total	16,221,586 shares	$0.80 - $1.11	$16,383,698.78	$1,753.06

(1)	Includes an indeterminate number of additional shares of the Registrant’s common stock, no par value, (the “Common Stock”) that may be issued to adjust the number of shares issued pursuant to such employee benefit plan as a result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding common stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”).  The offering price per share and the aggregate offering price are based upon (a) with respect to shares subject to outstanding options granted under the 2002 Incentive Stock Plan, the weighted average exercise price ($1.04) for such outstanding options pursuant to Rule 457(h) under the Securities Act; and (b) with respect to shares available for future grant under the 2002 Incentive Stock Plan, the average ($0.80) of the high ($0.88) and low ($0.72) sales prices of the Registrant’s Common Stock on the Pacific Exchange on January 31, 2006.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.  The offering price per share and the aggregate offering price are based upon the weighted average exercise price ($1.11) for such outstanding warrants.
(4)	Estimated in accordance with Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee, based on the average ($0.80) of the high ($0.88) and low ($0.72) sales prices of the Registrant's Common Stock on the Pacific Exchange on January 31, 2006.

In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, this Registration Statement will become effective upon filing with the Securities and Exchange Commission.

The chart below details the calculations of the registration fee:

Securities	Number of Shares	Offering Price Per Share	Aggregate Offering Price	Amount of Registration Fee
Shares reserved for future grant under the 2002 Incentive Stock Plan	3,743,650	$0.80	$2,994,920.00	$320.46
Shares issuable pursuant to outstanding options under the 2002 Incentive Stock Plan	6,256,350	$1.04	$6,506,604.00	$696.21
Shares issuable pursuant to outstanding warrants issued pursuant to executive employment agreements, as employee bonus compensation and pursuant to consulting agreements	6,144,858	$1.11	$6,820,792.38	$729.82
Shares issued pursuant to employment and consulting           agreements	76,728	$0.80	$61,382.40	$6.57
Total	16,221,586		$16,383,698.78	$1,753.06

-2-

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The documents containing the information specified in Part I will be sent or given to participants, as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.  These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

- -3-

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                The following documents, filed by the Company with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004;
(b)	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;
(c)	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005;
(d)	The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005;
(e)	The Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders held on June 18, 2005;
(f)	The Company’s Current Reports on Form 8-K filed on May 18, 2005, June 20, 2005, July 1, 2005, August 9, 2005, August 19, 2005, September 16, 2005, September 21, 2005, October 18, 2005, December 6, 2005, December 23, 2005 and January 24, 2006;
(g)	The description of the Company’s Common Stock contained in the registration statement on Form SB-2/A (File No. 333-55478) filed with the SEC on October 3, 2001; and
(h)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above.

                In addition to the foregoing, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02, Item 7.01 or disclosures made in accordance with Regulation FD on Item 8.01 on any Current Report on Form 8-K), prior to the filing of a post-effective amendment that indicates that all securities registered hereunder have been issued or that deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

                Not applicable.

Item 5.  Interests of Named Experts and Counsel

                Not applicable.

Item 6.  Indemnification of Officers and Directors

                The Company’s Articles of Incorporation limit the liability of its directors for monetary damages to the fullest extent permissible under California law and authorize the Company to indemnify the directors and officers of

II-1

the Company to the fullest extent permissible under California law. The Company’s Bylaws authorize the Company to indemnify each of its agents, employees, officers and directors against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Company. In addition, the Company is required to indemnify such persons in all circumstances in which it is required to do so under Section 317(d) of the California General Corporation Law (“CGCL”).

                Section 317(b) of the CGCL provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

                Section 317(c) of the CGCL provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders, except that no indemnification shall be made for any of the following: (1) in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine, (2) of amounts paid in settling or otherwise disposing of a pending action without court approval, (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

                Section 317(g) of the CGCL provides that the indemnification authorized by Section 317(g) shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision adopted pursuant to Section 204(a)(11). The indemnification provided by Section 317(g) for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the articles of the corporation. An article provision authorizing indemnification “in excess of that otherwise permitted by Section 317” or “to the fullest extent permissible under California law” or the substantial equivalent thereof shall be construed to be both a provision for additional indemnification for breach of duty to the corporation and its shareholders as referred to in, and with the limitations required by, Section 204(a)(11) and a provision for additional indemnification as referred to in the second sentence of Section 317(g). The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in Section 317(g) shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise.

                Section 317(h) of the CGCL provides that no indemnification or advance shall be made under this 317(h), except as provided in Section 317(d) or 317(e)(4), in any circumstance where it appears (1) that it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification or (2) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

II-2

Item 7.  Exemption from Registration Claimed

                Not applicable.

Item 8.  Exhibits

                The following exhibits are filed as part of this Registration Statement:

EXHIBIT NUMBER	DESCRIPTION
3.1	Amended and Restated Articles of Incorporation
3.2	Bylaws
4.1	2002 Incentive Stock Plan
4.2	Form of Incentive Stock Option Agreement
4.3	Form of Warrant Agreement (filed as Exhibits 4.2 and 4.3 to the Annual Report on Form 10-KSB for the year ended December 31, 2004)*
5.0	Opinion of Berenbaum, Weinshienk & Eason, P.C. as to the legality of the Common Stock being registered.
10.27	Employment Contract between ZAP and Gary Starr
10.28	Employment Contract between ZAP and Steve Schneider
10.29	Employment Contract between ZAP and Max Scheder-Bieschin
10.30	Employment Contract between ZAP and Renay Cude
10.31	Consulting Agreement between ZAP and Marlin Financial Group, Inc.
10.32	Independent Contractor Agreement between ZAP and Ricardo Silva Machado
10.33	Independent Contractor Agreement between ZAP and Alan Weiner
10.34	Consulting Agreement between ZAP and Matthias Heinze
10.35	Fee Letter from Browne Woods & George LLP
23.1	Consent of Berenbaum, Weinshienk & Eason, P.C. (included in Exhibit 5.0).
23.2	Consent of Odenberg, Ullakko, Muranishi & Co, LLP.
24	Power of Attorney (included in the signature page).

*      Indicates exhibits incorporated by reference as indicated.

Item 9.  Undertakings

A.            Subsequent Disclosure.

                The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

II-3

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;
	provided, however, that subparagraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by these subparagraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.            Incorporation By Reference.

                The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.            Commission Position On Indemnification.

                Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Rosa, State of California, on February 3, 2006.

ZAP

By:   /s/ STEVEN M. SCHNEIDER   

                Steven M. Schneider
                Chief Executive Officer

II-5

POWER OF ATTORNEY

                KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven M. Schneider and William Hartman, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the registration statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this registration statement below.

Date: February 3, 2006	/s/ STEVEN M. SCHNEIDER
	Steven M. Schneider Chief Executive Officer (Principal Executive Officer) and Director
Date: February 3, 2006	/s/ WILLIAM HARTMAN
	William Hartman Chief Financial Officer (Principal Financial and Accounting Officer)
Date: February 3, 2006	/s/ GARY STARR
	Gary Starr Chairman of the Board of Directors
Date: February 3, 2006	/s/ RENAY CUDE
	Renay Cude Secretary and Director
Date: February 3, 2006	/s/ LOUIS AULETTA
	Louis Auletta Director
Date: February 3, 2006	/s/ GUY FIERI
	Guy Fieri Director
Date: February 3, 2006	/s/ MATTHIAS HEINZE
	Matthias Heinze Director
Date: February 3, 2006	/s/ VIRGINIA MEDEIROS
	Virginia Medeiros Director

II-6

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
3.1	Amended and Restated Articles of Incorporation
3.2	Bylaws
4.1	2002 Incentive Stock Plan
4.2	Form of Incentive Stock Option Agreement
4.3	Form of Warrant Agreement (filed as Exhibits 4.2 and 4.3 to the Annual Report on form 10-KSB for the year ended December 31, 2004)*
5.0	Opinion of Berenbaum, Weinshienk & Eason, P.C. as to the legality of the Common Stock being registered.
10.27	Employment Contract between ZAP and Gary Starr
10.28	Employment Contract between ZAP and Steve Schneider
10.29	Employment Contract between ZAP and Max Scheder-Bieschin
10.30	Employment Contract between ZAP and Renay Cude
10.31	Consulting Agreement between ZAP and Marlin Financial Group, Inc.
10.32	Independent Contractor Agreement between ZAP and Ricardo Silva Machado
10.33	Independent Contractor Agreement between ZAP and Alan Weiner
10.34	Consulting Agreement between ZAP and Matthias Heinze
10.35	Fee Letter from Browne Woods & George LLP
23.1	Consent of Berenbaum, Weinshienk & Eason, P.C. (included in Exhibit 5.0).
23.2	Consent of Odenberg, Ullakko, Muranishi & Co, LLP.
24	Power of Attorney (included in the signature page).

*      Indicates exhibits incorporated by reference as indicated.

II-7

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ZAP

The undersigned, Steven Schneider and Renay Cude, hereby certify that:

         1.         They are duly elected and acting President and the Secretary, respectively, of ZAP, a California corporation.

         2.         The Articles of Incorporation, as amended, of this corporation shall be amended as restated in full as follows:

ARTICLE I: NAME

The name of the corporation is ZAP.

ARTICLE II: PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than, the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III: AUTHORIZATION OF SHARES

            The Corporation shall have authority to issue shares as follows:

         1.          Common Stock. The Corporation may issue 100,000,000 shares of Common Stock. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders,

         2.          Preferred Stock. The Corporation may issue 50,000,000 shares of Preferred Stock, which may be divided and issued from time to time in one or more series pursuant to a resolution or resolutions of the Board of Directors providing for such issue (authority to do so being hereby expressly vested in the Board of Directors). The Board if Directors is further authorized, subject to limitations prescribed by law, to fix the designations, determinations, powers, preferences, and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption, redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

1

            The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series previously designated, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Articles of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series.

ARTICLE IV: BYLAWS

            The Board of Directors of the corporation shall have the power of adopt, amend or repeal Bylaws of the corporation.

ARTICLE V: ELECTION OF DIRECTORS

            Election of directors need to be by written ballot unless required by law.

ARTICLE VI: LIABILTY OF DIRECTORS

            (A)       Limitations of Directors’ Liability. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

            (B)       Indemnification of Corporate Agents. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) to the fullest extent permissible under California law.

            (C)       Repeal or Modification. Any amendment or repeal or modification of the foregoing provisions of this Article VI by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.”

______________________

         (a)         The foregoing amendment and restatement has been approved by the Board of Directors of this corporation in accordance with Section 902 of the California Corporations Code and the Bylaws of the Corporation.

         (b)        The foregoing amendment was approved by the holders of the requisite number of shares of this Corporation in accordance with Section 902 and 903 of the California Corporations Code and the Bylaws of the Corporation.

         (c)         The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 25,251,430 shares of Common Stock, which are issued and outstanding. The number of common shares voting in favor of the foregoing amendment equaled or exceeded the vote required. The vote required was a majority of the outstanding shares of Common Stock.

2

         (d)        The Company’s Amendment to the Articles of Incorporation as previously amendment included designations of Series A-1, A-2 and B Preferred Stock. No shares of Series A-1, Series A-2 or Series B Preferred Stock are outstanding. No other shares of Preferred Stock are outstanding.

         The undersigned certify under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of their own knowledge.

         Executed at Santa Rosa, California on December 15, 2004.

/s/ Steven Schneider                            

Steven Schneider,

President and Chief Executive Officer

/s/ Renay Cude                        

Renay Cude,

Secretary

3

EX-3.2

Exhibit 3.2

BYLAWS OF ZAPWORLD.COM

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
	1.1 Articles of Incorporation	1
	1.2 Board	1
	1.3 Code	1
	1.4 Corporation	1
	1.5 Plurals, Gender	1
ARTICLE II CORPORATE OFFICERS		1
	2.1 Principle Office	1
	2.2 Other Offices	1
ARTICLE III MEETINGS OF SHAREHOLDER		1
	3.1 Place of Meetings	1
	3.2 Annual Meeting	1
	3.3 Special Meetings	2
	3.4 Notice of Shareholders’ Meetings	2
	3.5 Manner of Giving Notice, Affidavit of Notice	2
	3.6 Quorum	3
	3.7 Adjourned Meeting, Notice	3
	3.8 Voting	3
	3.9 Validation of Meetings, Waiver of Notice: Consent	4
	3.10 Shareholder Action by Written Consent Without a Meeting	5
	3.11 Record Date of Shareholder Notice, Voting and Consents	5
	3.12 Proxies	6
	3.13 Inspectors of Election	6
	3.14 Conduct a Meeting	7
ARTICLE IV DIRECTORS		7
	4.1 Powers	7
	4.2 Number of Directors	7
	4.3 Elections and Term of Office of Directors	8
	4.4 Removal	8
	4.5 Resignation	8
	4.6 Place of Meeting, Meeting by Telephone	9
	4.7 Regular Meetings	9
	4.8 Special Meetings, Notice	9
	4.9 Quorum	10
	4.10 Waiver of Notice	10
	4.11 Adjournment	10
	4.12 Board Action by Written Consent Without a Meeting	10
	4.13 Fees and Compensation of Directors	10

i

ARTICLE V COMMITTEES		11
	5.1 Committees of Directors	11
	5.2 Meetings and Action of Committees	11
ARTICLE VI OFFICERS		12
	6.1 Officers	12
	6.2 Appointment of Officers	12
	6.3 Subordinate Officers	12
	6.4 Removal and Resignations of Officers	12
	6.5 Vacancies in Officers	12
	6.6 Chairman of the Board	12
	6.7 President	13
	6.8 Vice President	13
	6.9 Secretary	13
	6.10 Chief Financial Officer	14
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS		14
	7.1 General	14
	7.2 Payment of Expense in Advance	14
	7.3 Indemnification of Heirs, Etc	15
	7.4 Insurance	15
	7.5 Conflicts	15
	7.6 Indemnity Not Exclusive—Agreements	15
ARTICLE VII RECORDS AND REPORTS		16
	8.1 Maintenance and Inspection of Share Register	16
	8.2 Maintenance and Inspection of Share Bylaws	16
	8.3 Maintenance and Inspection of Other Corporate Records	16
	8.4 Inspection by Directors	17
	8.5 Annual Report to Shareholders; Waiver	17
	8.6 Financial Statements	17
	8.7 Representative of Shares of Other Corporations	18
ARTICLE IX GENERAL MATTERS		18
	9.1 Record Date for Purpose Other than Notice and Voting	18
	9.2 Checks, Drafts, Evidence of Indebtedness	18
	9.3 Corporate Contracts and Instruments, How Executed	19
	9.4 Certificates of Shares	19
	9.5 Lost Certificates	19
ARTICLE X AMENDMENTS		19
	10.1 Amendments by Shareholders	19
	10.2 Amendments by Directors	20
	10.3 Record of Amendments	20

ii

BYLAWS

OF

ZAPWORLD.COM

ARTICLE I

DEFINITIONS

            1.1       Articles of Incorporations. “Articles of Incorporation” shall refer to the Articles of Incorporation of the corporation, including all amendments thereto and Certificates of Determination with respect to any shares corporations

            1.2       Board. “ Board of Directors” and “Board” Shall mean the Board of Directors of the corporation

            1.3       Code. “Code” shall mean the California Corporations Code, including all amendments thereto.

            1.4       Corporations.  “Corporation” shall refer to ZAPWORLD.COM.

            1.5       Plurals, Gender. Unless the contest requires otherwise, the singular number includes the plural. All personal pronouns and references to gender shall also include persons of the opposite sex.

ARTICLE II

CORPORATE OFFICES

            2.1       Principle Office. The principle executive office of the corporation shall be located at such address as the Board of Directors may from time to time determine.

            2.2       Other Officers. The Board of Directors may at any time establish brick or subordinate officers at any place or places.

ARTICLE III

MEETINGS OF SHAREHOLDERS

            3.1       Place of Meetings. Meetings of shareholders shall be held at any place designated by the Board of Directors. IN the absence of any such designation, shareholders’ meetings shall be held at the principal executive officer of the corporation or at any place consented to in writing be all persons entitles to vote at such meeting, given before or after the meeting is filed with the secretary of the corporation.

            3.2       Annual Meeting. An annual meeting of shareholders shall be held each year on a date and at a time designates by the board of directors. Directors shall be elected and any other proper business may be translated at the annual meeting shareholder.

1

            3.3       Special Meetings. Special meeting of the Shareholders may be called at any time, subject to the provisions of Sections 3.4 and 3.5 of these Bylaws, by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the holders of shares entitled to cast not less then ten percent (10%) of the votes at the meeting.

            If a special meeting is called by anyone other then the Board of Directors or the Chief Executive Officer or the Chairman of the Board, then the request shall be in writing, specifying that date and time of such meeting and the nature of the business proposed to be transacted, and shall be delivered personally or sent by registered or certified mail to the Chairman of the Board, the Chief Executive Officer, President, any Vice President or the Secretary of the Corporation. The date of the meeting shall not be less then fifty-five (55) nor more then sixty (60) days after the officer has received the request from person to person calling the meeting. If the officer who received the request does not cause a notice of the meeting to be given to the shareholders within twenty (20) days after his or her receipt of that request, then the person or persons requesting the meeting may give the notice of the meeting to the shareholders.

            3.4       Notice of Shareholders Meetings’. Notice of Shareholders meetings shall be sent to each shareholder entitled to vote at that meeting. Notice shall be given in accordance with Section 3.5 of these Bylaws not less then ten (10) (or, it sent by third-class mail pursuant to section 3.5 of these Bylaws, not less then thirty (30) nor more then sixty (60) before the date of meeting. The Notice shall state the place, date and hour of the meeting. In case of a specific meeting, the notice shall state the general nature of the business to be transacted and no business other than that specified in the notice may be acted upon. In the case of an annual meeting, the notice shall set forth those matters which the board of directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of the next paragraph of this Section 3.4, any proper matter may be presented at the meeting for shareholder action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the Board of Directors.

            If action is proposed to be taken at any annual meeting for approval of (i) a contract or transaction in which a director has to direct or indirect financial interest, pursuant to Section 310of the code, (ii) an amendment of the Articles of Incorporations, pursuant of Section 902 of the code, (iii) a recognize of the corporation pursuant of section 1201 of the code, (iv0 a voluntary dissolution of the corporation, pursuant to Section 19900 of the code, or (v) a distribution in dissolution other then accordance with the rights of any outstanding preferred shares, pursuant to Section 2007 of the Code, then notice shall also state general nature of that proposal.

            3.5       Manner of Giving Notice, Affidavit of Notice. Notice of a shareholders’ meeting shall be given either personally or by first-class mail. In the corporation has outstanding shares held of record by five hundred (500) or more persons on the record date for shareholders’ meeting, notice may be sent by third-class mail. The notice shall be sent to the shareholder at the address of the shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose notice. If no

2

such address appears or is given, notice may be given to the shareholder at the corporation’s principal executive office or by publication at least in a newspaper or general circulation in the county in which the principal executive office is located. The notice shall be deemed to have been given at the time when delivered personally or deposit in the mail.

            An affidavit of mailing of any notice or report in accordance with the provisions of this Section 3.5, executive by the secretary, assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

            3.6       Quorum. Unless otherwise provided in the articles of Incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum is presented may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less then a quorum, if any action taken (other then adjournment) is approved by at least a majority of the shares required to constitute a quorum.

            In the absence of a quorum, any meeting shareholders may be adjourned from time to time by the vote a majority of the states presented at that meeting, either in person or by proxy, but no other business may be transacted, except as provided in the last sentence of the proceeding paragraph.

            3.7       Adjourned Meeting, Notice. Any shareholders’ meeting, annual or special, whether or not a quorum is presented may be adjourned from time to time by the vote of the majority of the shares represented at the meeting, either in person or by proxy. 

            When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need to be given of the adjourned meeting if its time and place are announced at the meeting at which an adjournment is taken. However, if the adjournment is for more then forty-five (45) days from the date set for the original meeting or if a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each share holder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3.4 and 3.5 of these bylaws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

            3.8       Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 3.11 of these Bylaws, subject to the provisions of the Section 702 through 704 of the code (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership).

            Elections for directors and voting on any other matter at a shareholders’ meeting need not to by ballot unless a shareholder demands election by ballot at the meeting before the voting begin.

3

            Except as provided in the last paragraph of this Section 3.8, or as maybe otherwise provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of the shareholders. Any holder of shared entitled to vote on any mater may vote part of the shares in favor of the personal and refrain from voting the remaining shared or may vote them against the proposal another then elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will conclusively presumed that the shareholder’s approving vote is with respect to all shares which the shareholder is entitled to vote.

            The affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the code or by the Articled of Incorporation.

            At a shareholders’ meeting at which directors are to be elected, a shareholder shall be entitled to cumulate either (i) by giving on candidate a number of votes equal to the number if directors to be elected multiplied by the number of votes which the shareholders’ shares are normally entitled or (ii) by distributing the shareholders votes on the same principal among as many candidates as the shareholder thinks fit. A shareholder may cumulate votes for a candidate in the candidate or the candidates, names have been places in nomination prior to voting and the shareholder has given notice prior to the voting of his intention to cumulate his votes. If any one shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination. The candidates receiving the highest number of affirmative votes up to the number of directors to be elected shall be elected. Votes against any candidate and votes with held should have no legal effect.

            3.9       Validation of Meetings, Waiver of Notice; Consent: The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, are as valid as though they had been taken at a meeting duly held after regular call and notice, if quorum is presented either in person or by proxy, and if, either before or after the meeting, each of the person entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any annual or special meeting of shareholders need to be specified in any written waiver of notice or consent to the holding of the meeting or approval of the minutes thereof, except that if action is taken or proposed to  be taken for approval of any of those matters specified in the second paragraph of Section 3.4 of these bylaws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

            Attendance of a person at a meeting shall constitute a waiver of notice of the presence at that meeting, except when the person objects, at the beginning of the meeting,

4

the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of mat required by the Code to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

            3.10     Shareholder Action by written Consent Without meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken with out prior notice, if a consent in writing, setting forth in action so taken, shall be signed by the holder of outstanding shares having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote there on were present to vote.

            Directors mat not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the board of directors by written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors, provided that the vacancy was not created by removal of director and the vacancy has not been filled by the directors.

            All shareholder consent shall be maintained in the corporate records. Any shareholder giving a written consent, or a shareholder’s proxy holders, or transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation before written consents of the number of shared required to authorize the purpose action have been filed with the secretary.

            If the consents of all shareholders entitled to vote have not been solicited in writing, the secretary shall give prompt notice of any corporate action approved by the shareholders to those shareholders entitled who have not consented in writing. In the case of approval if (i) a contract or transaction in which a director has a direct or indirect financial, pursuant to Section 310 of the code, (ii) indemnifications of a corporate “agent,” pursuant to Section 317 of the code, (iii) a recognition of the corporation, a pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other then accordance with the rights of outstanding preferred shares, pursuant to section 2007 of the code, the notice shall be given at least ten (10) days before the consummation of any action authorized by approval, unless the consents of all shareholders entitled to vote have been solicited in writing.

            3.11     Record Date and Shareholder Notice, Voting and Consents.   The Board of Directors may fix in advance a record date of shareholders entitled to vote at a meeting or to consent to an action without a meeting.  The record date shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days before any other action.  Shareholders at the close of business on the record date are entitled to notice and to vote, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or the Code.

5

            A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.  If the Board of Directors does not so fix a record date:

            (a)        The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, in notice if waived, at the close of business on the business day next preceding the day on which the meeting is held.

            (b)        The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action by the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60^th) day prior to the date of such other action, whichever is later.

            The record date for any other purpose shall be as proved in Section 9.1 of these bylaws.

            3.12     Proxies. Every person entitled to vote for directions, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation.  A proxy shall be deemed signed if the shareholders name or other authorization is placed on the proxy (whether by manual signature, typewriting, telegraphic, or electronic transmission or otherwise) buy the shareholder’s attorney-in-fact. A validly executed proxy which does not state that is it irrevocable shall continue in full force and effect unless (i) the person who executed the proxy revokes it prior to the time of voting by delivering a writing to the corporation stating that the proxy is revoked or by executing a subsequent proxy and presenting in to the meeting or by attendance at such meeting and voting in person, or (ii) written of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant is counted; provide however, that no proxy shall be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy the dates contained in the forms of proxy presumptively determine the order of execution, regardless of the postmark dated on the envelopes in which they are mailed.

            3.13     Inspectors of Election. In advance of any meeting of shareholders, the board if directors may appoint inspectors of the election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed or designated or if any persons sp appointed fail or refuse to act, then the chairman of the meeting may, and on the request of any shareholder or a shareholder’s

6

proxy shall, appoint inspectors of election (or person to replace those who so fail to appear) at the meeting. The number if inspectors shall be either (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares represented in person or by the proxy shall determine whether one (1) or three (3) inspectors are to be appointed.

            The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies, receive votes, ballots and consents, hear and determine all changes and questions in any way arising in connection with the right to vote, count and tabulate all votes consents, determine when the polls shall close, determine the result and do any other acts that may be proper to conduct the election vote with fairness to all shareholders.

            3.14     Conduct of meeting. The chairman of the board or, in the absence of the chairman of the board, the chief executive officer shall preside over meetings of the shareholders. The person presiding over the meeting shall conduct the meeting like and fair manner in accordance with such rules the procedures as the person deem appropriate. The presiding officers ruling the procedural matters shall be conclusive and binding an all shareholders, unless at the time a request for a vote is made to the shareholder holding the shares entitled to vote and which are represented in person by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all shareholders with respect of that procedural matter.

ARTICLE IV

DIRECTORS

            4.1       Powers. Subject to the provisions of the code and any limitations in the Articles of Incorporation and these Bylaws relating to actions requiring shareholder approval, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by under the direction of the board of directors.

            4.2       Number of Directors. The number of directors should be no less then five (5) no greater then nine (9), with the exact number of directors within this rage being determined by the board of directors or the shareholders. The exact number of directors shall be seven (7) until this number is changed, within the limits specified in the previous sentence, by the board of directors or the shareholders. The maximum and the minimum number of directors set forth in the first sentence if this section 4.2 may only be changed by an amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. An amendment reducing the fixed number or the minimum number of directors to a number less

7

then five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more then sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No reduction of the authorized number of directors shall have the effect of removing any director before the director’s term of office expires.

            4.3       Election and Term of Office of Directors. At each annual meeting of shareholders, directors shall be elected to hold office the next annual meeting. Each Director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, exempt in the case of the death, resignation or removal of such a director.

            4.4       Removal.   The entire board of directors or any individual director may be removed from office without cause by the affirmative vote of a majority of the outstanding shares entitled on such removal; provided, however, that unless the entire board is removed, no individual director may be removed when the vote cast again the director’s removal, or nor consenting in writing to his removal, would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes cast were cast (or, if such action is taken by written consent, all shares entitled to vote were vote) and the entire number of directors authorized at the time of that director’s most recent election were then being elected.

            4.5       Resignation and Vacancies. Any director may resign effective upon giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the secretary or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the board of directors may elect a successor to taker the officer then resignation becomes effective.

            Vacancies on the board of directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less then quorum, by (i) unanimous written consent to the directors then in office, (ii) the affirmative vote of a majority if the directors then in office at a meeting a held pursuant to notice or waives of notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholder or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting of shareholders at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal.

8

            A vacancy or vacancies in this board of directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the board of directors by resolutions removed a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorization number of directors to be elected at that meeting.

            The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other then to fill a vacancy created by removal, shall require the consent to the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy by removal except by unanimous consent of all shares entitled to vote for the election of directors.

            4.6       Place of Meetings, Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place with or outside the state of California that has been designated from time to time by resolution of the Board. In absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings if the board may be held at any place within or outside the Sate of California that has been designated in the notice of the meeting, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

            Members of the Board mat participate in a meeting though the use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at this meeting.

            4.7       Regular Meetings. Regular meetings of the board if directors may be held without notice if the time and place of the meeting are fixed by the board of directors.

            4.8       Special Meetings, Notice. Subject for the provisions of the following paragraph, special meetings of the Board of Directors fir any purpose or purpose may be called at any time by the Chairman of the Board, the Chief Executive Officer, the president, any Vice President, the Secretary or any two (2) directors.

            Notice of the time and place of special meetings shall be delivered personally, by telephone (including by means of a voice messages system designated to record and communicate messages), telegraph, facsimile, electronic mail or by first class mail, postage period. All notices (unless delivered in person) shall be addressed to the director at the director’s address shown on the records of the corporation. If the notice is mailed it should be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. If the notice is delivered any other permissible means, it shall be delivered at least forty-

9

eight (48) hours before the time of the holding at the meeting. Nay oral notice given personally or by telephone may be communicated by either the director or to the person at the office of the director whom the person giving the notice has reason to believe will promptly communicate in to the director. The notice need to specify the purpose of the meeting.

            4.9       Quorum. A majority of the authorized number directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 4.11 of these Bylaws. Every act of decision done or made by a majority of the directors present at a meeting duly held at which a quorum is presented is the act of the Board of Directors, Subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a direct or indirect material financial interest), Section 311 if the code (as to appointed of committees) and Section 317 (e) of the Code (as indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any taken is approved by at least a majority of that requires quorum for such meeting.       

            4.10     Waiver of Notice. Notice of a meeting need to be given to any director who signs a waiver of notice or a consent of holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto at its commencement, the lack of notice to such director. All such waiver consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. 

            4.11     Adjournment. A majority of the directors present, whether or not the quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more then twenty- four (24) hours notice of adjournment to another time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. 

            4.12     Board Action by Written Consent without a Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board individually or collectively consent in writing to this action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. Actions by written consent shall have the same force and effect as a unanimous note of the board of directors. 

            4.13     Fees and Compensation of Directors.  Directors ad members of committees may receive such compensation, if any, for their services and reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. The Section 4.13 shall not be construed to preclude any director from serving the corporation if any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

10

ARTICLE V

COMMITTEES

            5.1       Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at a pleasure of the Board, The board is to designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members of alternate members of a committee requires the vote of a majority of the authorized number of directors. Any committee should have authority to act in the manner and to the extent provide in the resolution of the Board and may have all the authority of the Board, except with respect to:

(a)	The approval of any action, which under the code, also requires shareholders’ approval or approval of the outstanding shares.
(b)	The filling of vacancies on the Board of Directors or in any committee.
(c)	The fixing of compensation of the directors fore serving on the Board of committee.
(d)	The amendment or repeal of these Bylaws of the adoption of new Bylaws.
(e)	The amendment or repeal of any resolution of the Board of Directors which by its express terms is not to amendable to repeatable.
(f)	A distribution of the shareholders of the corporation, expert at a rate, in a periodic amount or within a price range set forth in the Articled of Incorporation or determined by the Board of Directors.
(g)	The appointment of any other committee of t he Board of Directors or the members thereof.

            5.2       Meetings and Action of Committees. Meeting and actions of committees shall be governed by, and held and taken in accordance with the provisions of Section 4.6 (place of meetings), Section 4.7 (regular meetings) Section 4.8 (special meeting and notice), section 4.9 (quorum), Section 4.10 (waiver and notice), Section 4.11 (adjournment), and Section 4.12 (action without Meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meeting of the committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

11

ARTICLE VI

OFFICERS

            6.1       Officers. The officers of the corporations shall be a Chief Executive Officer, President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may as may be appointed in accordance with the provisions of Section 6.3 these Bylaws. Any number of offices may be held by the same person. 

            6.2       Appointment of Officers. The officers of the corporation, except those officers that may be appointed in accordance with the provisions of Section 6.3 or Section 6.5 of these Bylaws, shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. 

            6.3       Subordinate Officers. The Board of Directors may appoint, or may empower the Chairman of t he Board of the Chief Executive Officer to appoint, other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors mat from time to time determine.

            6.4       Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting of the Board, except in case of an officer appointed by the Board of Directors, by any officer upon whom such power or removal may be conferred by the Board of Directors.

            Any officer may resign at any time by giving written notice of corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in the notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under the contract to which the officer is a party.  

            6.5       Vacancies in Officers. A vacancy in any office because of death, resignation, removal, disqualification or any other case shall be filled in the manner prescribed in these Bylaws for regular appointments to that officer.

            6.6       Chairman of the Board. The Chairman of the Board, if one is appointed, shall preside at meetings of the Board of Directors and Shareholders are exercise and perform other powers and duties as may from time to time be assigned to the Chairman of the Board by the Board of Directors or as may be prescribed by these Bylaws. If there is no President, then the Chairman of the Board Shall also be the chief executive officer of the

12

corporation and shall have the powers and duties prescribed in Section 6.7 of these Bylaws.

            6.7       Chief Executive Officer. Subject to those supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the President and the Chief Executive Officer of the corporation may be the same officer or different officers as the Board dictates. The Chief Executive Officer and President (or the person holding title to Chief Executive Officer or both positions) shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation including the President. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at meetings of the Board of Directors and Shareholders. The Chief Executive officer should have the general powers and duties of management usually vested in the officer of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

            6.8       Vice President. In the absence of the Chief Executive Officer, the President, the Vice President, if any, in order of their rank as fixed by the board of Directors or if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and whom so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have the power and perform other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the President of the Chairman of the Board.

            6.9       Secretary. The Secretary s hall keep or cause to be kept, at the Principal executive office of the corporation or other places as the board of directors may direct, a book of minutes of all of all meeting and actions of Directors, committees of Directors and shareholders. The minutes shall show the time and place of each meeting, whether the regular and special (and, if special, how authorized and the notice given), the names of those present at directors’ meeting or committee meeting, the number of shares present or represent at shareholders’ meeting, and proceeding thereof.

            The Secretary shall keep, or cause to be kept, at the principal Executive Officer of the corporation or at the office of the corporation’s transfer agent or register, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all share holders and their addresses, the number and classes of share held by each, the number and date to certificates evidencing such shares, and number and date of cancellation of every certificate surrounded for cancellation.  

            The secretary shall give, or cause by given, notice of all meetings of the shareholders and of the Board of Directors required to be given by law or by these Bylaws. The Secretary shall keep the seal of the corporation, if one is adopted, in safe custody and shall have other powers and perform other duties as mat be prescribed by the Board of Directors or by theses Bylaws.

13

            6.10     Chief Financial Officer. The chief Financial shall keep and maintain, or cause to be kept and maintain, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capitol, retained earnings, and shares. The books for account shall at all reasonable times to be opens to inspection by any director.

            The Chief Financial Officer shall deposit all money and other valuables in the names and to the credit of the corporation with the depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the corporation the funds of the corporation may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the Financial conditions of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.  

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPOLYEES,

AND OTHER AGENTS

            7.1       General. The corporation shall have the power to indemnify each of its directors, employees, officers and agents (for the purpose of Article VII, herein after defined as “agents”) against expenses (as defined in Section 317(a) of the Code), judgments, fine, settlement, and other amounts actually and reasonable incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. The corporation shall indemnify its agents in all circumstances in which is required to do so under Section 317(d) of the Code. In case in which indemnification permissible under Section 317 of the code but is not mandatory, an agent shall be indemnification only if the agent has net the applicable standard of conduct set forth in Section 317 of the code as determined by any of the following:

(a)	A majority vote of a quorum consisting of directors who are not parties to the proceeding in connection with which indemnification is being sought;
(b)	If such a quorum of directors is not obtained, independent legal counsel in a written opinion;
(c)	The shareholders in accordance with Section 153 of the code, with the shares owned by the person to be indemnified not being entitled to vote thereon; or
(d)	The court in which the proceeding is or was pending

            7.2       Payment of Expenses in Advance. Expenses attorneys’ fees incurred in defending any civil or criminal action or proceeding for which indemnification is

14

required pursuant to Section 7.1, or if otherwise authorized by the Board of Directors, shall be paid by the corporations in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount it is shall ultimately be determined that the indemnification party is not entitled to be indemnified as authorized in this Article VII

            7.3       Indemnification of Heirs, Etc. The rights to indemnify hereunder shall continue as to a person who has creased to be an agent and shall insure to be benefit of the Heirs, executers, and administrators of that person.

            7.4       Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an agent of the corporation against any liability asserted against or incurred by that person in his capacity or arising out that person’s status as an agent of the corporation, whether or not the corporation would have power to indemnify that person against liability under the provisions of this Article VII.

            7.5       Conflicts. No indemnification or advance shall be made under this Article VII, except where t he indemnification is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in ant circumstances where it appears.

(a)	That it would be inconsistent with a provisions of the Article of the Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b)	That it would be inconsistent with any condition expressively imposed by a court in approving a settlement.

            7.6       Indemnity Not Exclusive—Agreements. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under nay Bylaw, agreement, vote of shareholders or directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The Board of Directors is authorized to enter into a contract with any agent of the corporation, or any person who is or was serving at the request of the corporation as an agent of another corporation, partner ship, joint venture, trust or other enterprise, including employee benefit plans, or any person who was an agent of corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the Board of Directors so determined and to the extent permitted by application law, in exceed of those provided for this Article VII or in Section 317 of the Code.

15

ARTICLE VIII

RECORDS AND REPORTS

            8.1       Maintenance and Inspection of Shared Register. The corporation shall keep either at its principal executive office or at the office of its transfer agent or register (if either is appointed), as determined by resolution of the Board of Directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

            A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation, or a shareholder or shareholders holding at least one percent (1%)of such voting shares who have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors, shall have an absolute right to do either or both of the following (i) inspect and copy the record of shareholders’ names, addresses, and shareholdings during usual business hours upon five (5) days’ prior written demand upon the corporation, or (ii) obtain from the transfer agent for the corporation, upon written demand and upon the tender  of such transfer agent’s usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled

            The record of shareholders shall be also open to inspection and copying by any shareholder or holder of voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to the holder’s interests as a shareholder or holder of a voting trust certificates.

            Any inspection and copying under this section 8.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

            8.2       Maintenance and Inspection of Bylaws. The corporation shall keep at this principal executive office the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

            8.3       Maintenance and Inspection of Other Cooperate Records. The accounting books and records and the minutes of proceeding of the shareholders and the Board of Directors, and committees of the Board of the Directors shall be kept at a place or places as are designated by the Board of Directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and the records shall be kept either in written form or in any

16

other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to that holder’s interests as a shareholder or as a holder of voting trust certificate. Inspection by a shareholder or holder of voting trust certificate may be in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts. Rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

            8.4       Inspection by Direction. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign. Inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts.

            8.5       Annual Report to Shareholders; Waiver. The Board of Directors shall cause an annual report to the shareholders not later than one hundred twenty (120) days after the close of the fiscal year adopted by the corporation. The annual report shall be sent to the shareholders as least fifteen (15) (or, if sent by third-class mail, thirty-five (35) days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner of specified in Section 3.5 of these Bylaws for giving notice to shareholders of the corporation.

            The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of cash flows for the fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the from the books and records of the corporation.

            The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than one hundred (100) holders of record.

            8.6       Financial Statements. If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon written request of any shareholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request, within thirty (30) days thereafter, a copy of the balance sheet as of the end of such fiscal year and an income statement and statement of such changes in the financial position for such fiscal year.

            A shareholder or shareholders holding at least five percent (5%) of the out standing share of any class f the corporation may make a written request to the corporation for an income statement of the corporation for the three-month six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the

17

date of the request and a balance sheet of the corporation as of the end of that fiscal period. The statement shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statement s or a copy shall be kept on file in the principal office of the corporation fro twelve (12) months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 8.6 shall likewise be delivered or mailed to the shareholder or within thirty (30) days after the request.

            The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

            8.7       Representation of Shares of Other Corporations. The Chairman of the board, the President, any Vice President, Chief Financial Officer, the Secretary or Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or the President or Vice President, is authorized to vote, represent, and exercise on the behalf of this corporation. The authority to do proxy or power of attorney duly executed by a person having that authority.

ARTICLE IX

GENERAL MATTERS

            9.1       Record Date for Purposes Other than Notice and Voting.   For purposes of determining the shareholder entitled to receive payment of any divided or the other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meting or action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the dividend, distribution or allotment or rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or the Code.

            If the Board of Directors does not fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto or the sixtieth (60^th) day prior to the date of that action, whichever is later.

            9.2       Checks, Drafts, Evidence of Indebtedness. From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all

18

checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

            9.3       Corporate Contracts and Investments. How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contractor execute any instrument in the name of and behalf of the corporation. This authority any be general or confirmed to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or pledge its credit or to render it liable or any purpose or for any amount.

            9.4       Certificates for Shares. A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the Chairman of The Board or the Vice Chairman of the Board or the President or a Vice President or the Chief Executive Officer and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be a facsimile.

            In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

            9.5       Lost Certificates. Except as provided in this section 9.5, no new certificates for share shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and canceled at the same time. The Board of Directors may, in case any share certificate or certificates for any other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of replacement certificates on such terms and conditions as the Board may require. The Board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on accounts of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificates.

ARTICLE X

AMENDMENTS

            10.1     Amendment by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the

19

outstanding shares entitled to a vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, then the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

            10.2     Amendment by Directors. Subject to the limitations set forth in Section 204(a)(5) and 212 of the California Corporations Code, these Bylaws may be adopted, amended or repealed by the Board of Directors, except that no amendment to the bylaws which changes the authorized number of directors (other than to fix the authorized number of directors within the minimum and maximum number specified in these Bylaws) shall be effective without the approval of that amendment by a majority of the outstanding shares entitled to vote.

            10.3     Record of Amendments. Whenever an amendment or a new Bylaw is adopted, it shall be copied in the book of minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

20

EX-4.1

Exhibit 4.1

ZAP

2002 INCENTIVE STOCK PLAN

1.         PURPOSES.

            1.         The purpose of this Plan is to provide a means by which selected Employees and Directors of and Consultants to ZAP. (the “Company”), and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i)  Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) rights to purchase restricted stock, and (v) stock appreciation rights, all as defined below.

            2.         The Company intends that the Stock Awards issued under this Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of this Plan has been delegated pursuant to subsection 3.c, be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof, or (iii) Stock Appreciation Rights granted pursuant to Section 8 hereof.

2.         DEFINITIONS.

            1.         "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

            2.         "Board" means the Board of Directors of the Company.

            3.         "Code" means the Internal Revenue Code of 1986, as amended.

            4.         "Committee" means a committee of directors of the Company appointed by the Board in accordance with subsection 3.c of this Plan.

            5.         "Company" means ZAP., a California corporation.

            6.         "Concurrent Stock Appreciation Right" or "Concurrent Right" means a right granted pursuant to subsection 8.b.ii of this Plan.

            7.         "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.

1

            8.         "Continuous Status as an Employee, Director or Consultant" means that the service of an individual to the Company, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Board or the chief executive officer of the Company may determine, in that party's sole discretion, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer, including sick leave, military leave, or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors.

            9.         "Covered Employee" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

            10.       "Director" means a member of the Board.

            11.       "Employee" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company.  Neither service as a Director nor payment of a director's fee by the Company shall be itself sufficient to constitute "employment" by the Company.

            12.       "Exchange Act" means the Securities Exchange Act of 1934, as amended.

            13.       "Fair Market Value" means, as of any date, the value of the common stock of the Company determined as follows:

                        1.         If the common stock is listed on any national securities exchange or traded on the Nasdaq National Market or the Nasdaq Small Cap Market, the Fair Market Value of a share of common stock shall be the closing sales price for such stock (or the closing  bid, if no sales were  reported) as quoted on such exchange or market (or the exchange or market with the greatest  volume of trading in the Company's  common stock) on the last market trading day prior to the day of  determination, as reported in The Wall Street Journal or such other source as the Board deems reliable.

                        2.         In the absence of such markets for the common stock, the Fair Market Value shall be determined in good faith by the Board.

            14.       "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 421 of the Code and the regulations promulgated thereunder.

            15.       "Independent Stock Appreciation Right" or "Independent Right" means a right granted pursuant to subsection 8.b.iii of this Plan.

            16.       "Non‑Employee Director" means a Director who: (i) is not a current Employee or Officer of the Company or its parent or subsidiary; (ii) does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in

2

any capacity other than as a Director; (iii) does not possess an interest in any other transaction which the Company would be required to disclosure in filings with the Securities and Exchange Commission; (iv) is not engaged in a business relationship with the Company which the Company would be required to so disclose under Regulation S‑K; or (v)  is otherwise considered a “non‑employee director” for purposes of Rule 16b‑3.

            17.       "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

            18.       "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

            19.       "Option" means a stock option granted pursuant to this Plan.

            20.       "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of this Plan.

            21.       "Optionee" means an Employee, Director or Consultant who holds an outstanding Option.

            22.       "Outside Director" means a Director who: (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury regulations promulgated under Section 162(m) of the Code); (ii) is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan); (iii) was not an officer of the Company or an "affiliated corporation" at any time, and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director, or (iv) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.

            23.       "Plan" means this ZAP 2002 Stock Incentive Plan.

            24.       "Rule 16b‑3" means Rule 16b‑3 of the Exchange Act or any successor to Rule 16b‑3, as in effect when discretion is being exercised with respect to this Plan.

            25.       "Securities Act" means the Securities Act of 1933, as amended.

            26.       “Stock” means, unless the context otherwise requires, the Common Stock of the Company.

            27.       "Stock Appreciation Right" means any of the various types of rights which may be granted under Section 8 of this Plan.

3

            28.       "Stock Award" means any right granted under this Plan, including any Option, any stock bonus, any right to purchase restricted stock, and any Stock Appreciation Right.

            29.       "Stock Award Agreement" means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan.

            30.       "Tandem Stock Appreciation Right" or "Tandem Right" means a right granted pursuant to subsection 8.b.i of this Plan.

3.         ADMINISTRATION.

            1.         General Administration. This Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3.c.

            2.         Powers of Board.  The Board shall have the power, subject to, and within the limitations of, the express provisions of this Plan:

                        1.         To determine from time to time which of the persons eligible under this Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock, a Stock Appreciation Right, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock  Award;  whether a person shall be permitted  to receive stock upon exercise of an Independent Stock Appreciation Right; and the number of shares with respect to which a Stock Award shall be granted to each such person.

                        2.         To construe and interpret this Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency in this Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective.

                        3.         To amend this Plan or a Stock Award as provided in Section 12.

                        4.         Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient which are not inconsistent with the terms of this Plan to promote the best interests of the Company.

            3.         The Committee.  The Board may delegate administration of this Plan to a committee of the Board composed of not fewer than two (2) members (the "Committee").  No less than a majority of the members of the Committee shall be Non‑Employee Directors and/or Outside Directors.  If administration is delegated to a Committee, the Committee shall have, in connection

4

with the administration of this Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside Directors any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of this Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at any time and revest in the Board the administration of this Plan.  Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant Stock Awards to eligible persons who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are either: (i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award; or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code.

4.         SHARES SUBJECT TO PLAN.

            1.         Number of Shares.  Subject to the provisions of Section 11 relating to adjustments upon changes in stock, the Company may issue a maximum of ten million (10,000,000) shares of its Common Stock under this Plan.

            2.         Source of Stock.  The stock subject to this Plan may be unissued shares or reacquired shares bought on the market or otherwise.

5.         ELIGIBILITY.

            1.         General.  Incentive Stock Options and Stock Appreciation Rights appurtenant thereto may be granted only to Employees.  Stock Awards other than Incentive Stock Options and Stock Appreciation rights appurtenant thereto may be granted only to Employees, Directors or Consultants.

            2.         Major Shareholders.  An Incentive Stock Option or Nonstatutory Stock Option granted to a person who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates must have an exercise price of at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant.  In addition, an Incentive Stock Option granted to a person described in the previous sentence may only be exercised for a period of five years after the date of grant.

6.         OPTION PROVISIONS.

            Each Option shall be in the form of an agreement executed by the Optionee.  The Option agreement shall contain such terms and conditions as the Board shall deem appropriate, provided that no terms may be contrary to the provisions of this Plan.  The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

5

            1.         Term. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

            2.         Price.  The exercise price of each Incentive Stock Option shall be not less than one hundred percent  (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted.  The exercise price of each Nonstatutory Stock Option shall be no less than eighty-five percent (85%) of the Fair Market Value of the stock subject to the Option on the date of grant.  Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

            3.         Consideration.  The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, in cash at the time the Option is exercised.  In addition, the Board of Directors may allow for the Option to be exercised by means of any of the following methods: (i) by delivery and surrender to the Company of other common stock of the Company owned by the Optionee; (ii) by delivery of a promissory note with a term of no more than four years and with an interest rate on the unpaid balance accumulating at a rate of no less than the Applicable Federal Rate announced by the Department of the Treasury as of the date the note is issued; (iii) by surrender by the Optionee of the right to purchase that number of shares under the Option with a fair market value equal to the exercise price; (iv) such other methods of exercising the Option which are allowed under applicable state and federal law.

            4.         Transferability.  An Incentive Stock Option shall not be transferable except by Will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person.  A Nonstatutory Stock Option shall only be transferable by the Optionee upon such terms and conditions as are set forth in the Option Agreement for such Nonstatutory Stock Option, as the Board or the Committee shall determine in its discretion.  Notwithstanding the foregoing, the person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.

            5.         Vesting.  The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments  (which may,  but need not, be equal).  The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised.  The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate, provided that in no event will stock options vest at a rate of less than 20% of the shares subject to the Option per annum.

6

            6.         Termination of Employment or Relationship as a Director or Consultant.  In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of: (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (or such longer or shorter period specified in the Option Agreement or by the Board of Directors), or (ii) the expiration of the term of the  Option as set forth in the Option Agreement.  If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under this Plan.  If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under this Plan.

            7.         Disability of Optionee.  In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability, the Optionee  may  exercise  his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of: (i) the date twelve  (12)  months following such termination (or such longer or shorter period specified in the Option Agreement; or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under this Plan.  If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under this Plan.

            8.         Death of Optionee. In the event of the death of an Optionee during, or within a period specified in the Option after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection 6.d, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death; or (ii) the expiration of the term of such Option as set forth in the Option Agreement.  If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under this Plan.  If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under this Plan.

            9.         Early Exercise.  The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option.  Any

7

unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.

            10.       Re‑Load  Options.  Without in any way limiting the authority of the Board or Committee to make or not to make grants of Options hereunder, the Board or Committee shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionee to a further Option (a "Re‑Load Option") in the event the Optionee exercises the Option evidenced by the Option agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option Agreement.  Any such Re‑Load Option (i) shall be for a number of shares equal to the number of shares surrendered as part or all of the exercise price of such Option; (ii) shall have an expiration date which is the same as the expiration date of the Option the exercise of which gave rise to such Re‑Load Option; and (iii) shall have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re‑Load Option on the date of exercise of the original Option.  Notwithstanding the foregoing, a Re‑Load Option which is granted to a 10% stockholder (as described in subsection 5.b), shall have an exercise price which is equal to one hundred ten percent  (110%) of the Fair Market Value of the stock subject to the Re‑Load Option on the date of exercise of the original Option and shall have a term which is no longer than five (5) years.  Any such Re‑Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Board or Committee may designate at the time of the grant of the original Option; provided, however, that the designation of any Re‑Load Option as an Incentive Stock Option shall be subject to the one hundred thousand dollar ($100,000) annual limitation on exercisability of Incentive Stock Options described in subsection 10.d of this Plan and in Section 422(d) of the Code.  There shall be no Re‑Load Options on a Re‑Load Option.  Any such Re‑Load Option shall be subject to the availability of sufficient shares under this Plan and the limits on the grants of Options as provided elsewhere under this Plan and shall be subject to such other terms and conditions as the Board or Committee may determine which are not inconsistent with the express provisions of this Plan regarding the terms of Options.

7.         TERMS OF STOCK GRANTS

            Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate.  The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions as appropriate:

            1.         Purchase Price.  The purchase price under each restricted stock purchase agreement shall be such amount as the Board or Committee shall determine and designate in such agreement.  In any event, the Board or the Committee may determine that eligible participants in this Plan may be

8

awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

            2.         Transferability.  No rights under a stock bonus or restricted stock purchase agreement shall be transferable except by Will or the laws of descent and distribution, or otherwise only upon such terms and conditions as are set forth in the applicable Stock Award Agreement, as the Board or the Committee shall determine in its discretion, so long as stock awarded under such agreement remains subject to the terms of that agreement.

            3.         Consideration.  The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board or the Committee, according to a deferred payment arrangement, or; ( iii) in any other form of legal consideration that may be acceptable to the Board or the Committee in its discretion.  Notwithstanding the foregoing, the Board or the Committee may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

            4.         Vesting.  Shares of stock sold or awarded under this Plan may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board or the Committee.

            5.         Termination of  Employment or Relationship as a Director or Consultant.  In the event a Participant's Continuous Status as an Employee, Director or Consultant terminates, the Company may repurchase or otherwise reacquire, any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person.

8.         STOCK APPRECIATION RIGHTS.

            1.         General.  The Board or Committee shall have full power and authority, exercisable in its sole discretion, to grant Stock Appreciation Rights under this Plan to Employees or Directors of or Consultants to the Company or its Affiliates.  To exercise any outstanding Stock Appreciation Right, the holder must provide written notice of exercise to the Company in compliance with the terms of the Stock Award Agreement evidencing such right.  No limitation shall exist on the aggregate amount of cash payments the Company may make under this Plan in connection with the exercise of a Stock Appreciation Right.

            2.         Types of Stock Appreciation Rights.  Three types of Stock Appreciation Rights shall be authorized for issuance under this Plan:

                        1.         Tandem Stock Appreciation Rights.  Tandem Stock Appreciation Rights will be granted appurtenant to an Option, and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to the particular Option grant to which it

9

pertains. Tandem Stock Appreciation Rights will require the holder to elect between the exercise of the underlying Option for shares of stock and the surrender, in whole or in part, of such Option for an appreciation distribution.  The appreciation distribution payable on the exercised Tandem Right shall be in cash (or, if so provided, in an equivalent number of shares of stock based on the Fair Market Value (on the date of the Option surrender) in an amount up to the excess of (A) the Fair Market Value (on the date of the Option surrender) of the amount of shares of stock covered by that portion of the surrendered Option in which the Optionee is vested over (B) the aggregate exercise  price payable for such vested shares.

                        2.         Concurrent Stock Appreciation Rights.  Concurrent Rights will be granted appurtenant to an Option and may apply to all or any portion of the shares of stock subject to the underlying Option and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to the particular Option grant to which the Concurrent Right pertains.  A Concurrent Right shall be exercised automatically at the same time the underlying Option is exercised with respect to the particular shares of stock to which the Concurrent Right pertains.  The appreciation distribution payable on an exercised Concurrent Right shall be in cash (or, if so provided, in an equivalent number of shares of stock based on the Fair Market Value on the date of exercise of the Concurrent Right) in an amount equal to such portion as shall be determined by the Board or the Committee at the time of the grant of the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Concurrent Right) of the vested shares of stock purchased under the underlying Option which have Concurrent Rights appurtenant to them over (B) the aggregate exercise price paid for such shares.

                        3.         Independent Stock Appreciation Rights.  Independent Rights will be granted independently of any Option and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to Nonstatutory Stock Options.  Independent Rights will be denominated in share equivalents.  The appreciation distribution payable on the exercised Independent Right shall be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Independent Right) of a number of shares of Company stock equal to the number of share equivalents in which the holder is vested under such Independent Right, and with respect to which the holder is exercising the Independent Right on such date, over (B) the aggregate Fair Market Value (on the date of the grant of the Independent Right) of such number of shares of Company stock.  The appreciation distribution payable on the exercised Independent Right shall be in cash or, if so provided, in an equivalent number of shares of stock based on the Fair Market Value on the date of the exercise of the Independent Right.

9.         CANCELLATION AND RE‑GRANT OF OPTIONS.

            1.         Change in Terms.  The Board or the Committee shall have the authority to effect, at any time and from time to time with the consent of the Optionee or holder of the Stock Appreciation Rights, to (i) reprice any outstanding Options and/or Stock Appreciation Rights under this Plan and/or (ii) cancel any outstanding Options and/or Stock Appreciation Rights and grant in substitution therefor new Options and/or Stock Appreciation Rights covering the same or different numbers of

10

shares of stock, but having an exercise price per share not less than one hundred percent (100%) of the Fair Market Value in the case of an Incentive Stock Option or, in the case of a 10% stockholder (as described in subsection 5.b)  receiving a new grant of an Incentive Stock Option, not less than one hundred ten percent  (110%) of the Fair Market  Value) per share of stock on the new grant date.  Notwithstanding the foregoing, the Board or the Committee may grant an Option and/or Stock Appreciation Right with an exercise price lower than that set forth above if such Option and/or Stock Appreciation Right is granted as part of a transaction to which Section 424(a) of the Code applies.

            2.         Effect of Cancellation.  Shares subject to an Option or Stock Appreciation Right canceled under this Section 9 shall continue to be counted against the maximum award of Options or Stock Appreciation Rights permitted to be granted pursuant to this Plan.  The repricing of an Option or Stock Appreciation Right under this Section 9, resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option or Stock Appreciation Right and the grant of a substitute Option and/or Stock Appreciation Right.  In the event of such repricing, both the original and the substituted Options shall be counted against the maximum awards of Options and Stock Appreciation Rights permitted to be granted pursuant to this Plan, if any.  The provisions of this subsection 9.b) shall be applicable only to the extent required by Section 162(m) of the Code.

10.       MISCELLANEOUS.

            1.         Acceleration.  The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

            2.         No Rights as Shareholder.  Neither an Employee, Director or Consultant, nor any person to whom a Stock Award is transferred shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Stock Award unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

            3.         No Agreement for Employment.  Nothing in this Plan, or any instrument executed or Stock Award granted pursuant hereto, shall confer upon any Employee, Director or Consultant or other holder of Stock Awards any right to continue in the employ of the Company or any Affiliate (or to continue acting as a Director of or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee with or without cause, the right of the Company's Board and or the Company's shareholders to remove any Director pursuant to the terms of the Company's ByLaws and the laws of the State of California, or the right to terminate the relationship of any Consultant pursuant to the terms of such Consultant's agreement with the Company or Affiliate.

            4.         Limitations on Incentive Stock Options.  To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under all plans of the

11

Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

            5.         Investment Representations.  The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is transferred, as a condition of exercising or acquiring stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to such person's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that such person is acquiring  the stock subject to the Stock Award for such person's own account and not with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if: (i) the issuance of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act; or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under this Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

            6.         Tax Payments.  To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares from the shares of the common stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award; or (iii) delivering to the Company owned and unencumbered shares of the common stock of the Company.

11.       ADJUSTMENTS UPON CHANGES IN STOCK.

            1.         General.  If any change is made in the stock subject to this Plan, or subject to any Stock Award  (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), this Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to this Plan, and the outstanding Stock Awards will be appropriately adjusted in the type(s) and number of securities and price per share of stock subject to such outstanding Stock Awards.  Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive.  (The conversion of any convertible

12

securities of the Company shall not be treated as a “transaction not involving the receipt of consideration by the Company.”)

            2.         Reorganization.  If the Company enters into an Acquisition Transaction (as defined below) and the surviving or acquiring business entity agrees to assume the obligations of the Company with respect to Stock Awards, the recipients of Stock Awards under this Plan will be entitled to receive substitute Stock Awards from the acquiring or surviving business entity which provide similar rights to those which they possessed in the Company.  If the surviving or acquiring business entity does not agree to assume or continue such Stock Awards, or to substitute similar options for such Stock Awards outstanding under this Plan, then, with respect to Stock Awards held by persons then performing services as Employees, Directors or Consultants, the time during which such Stock Awards may be exercised shall be accelerated and the Stock Awards terminated if not exercised after such acceleration and at or prior to such event.  For the purposes of this subsection 11.b, an “Acquisition Transaction” shall be defined as: (i) a sale of all or substantially all of the Company’s assets other than in the ordinary course of business, followed by a liquidation of the Company’s assets to its shareholders; (ii) a merger of the Company into or consolidation of the Company with another business entity in which the Corporation is not the surviving entity (other than a merger or consolidation for the purposes of reincorporating the Company in another jurisdiction or if the existing shareholders of the Company prior to the merger or consolidation own over 50% of the voting securities of the surviving business entity after the transaction); or (iii) a reverse merger in which the Company is the surviving entity but the shares of the Company’s Common Stock are converted by virtue of the merger into other property.

12.       AMENDMENT OF THE PLAN AND STOCK AWARDS.

            1.         Authority to Amend.  The Board at any time, and from time to time, may amend this Plan.  However, except as provided in Section 11 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the shareholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will:

                        1.         Increase the number of shares reserved for Stock Awards under this Plan;

                        2.         Modify the requirements as to eligibility for participation in this Plan (to the extent such modification requires stockholder approval in order for this Plan to satisfy the requirements of Section 422 of the Code); or

                        3.         Modify this Plan in any other way if such modification requires stockholder approval in order for this Plan to satisfy the requirements of Section 422 of the Code or to comply with the requirements of Rule 16b-3.

            2.         Shareholder Approval.  The Board may in its sole discretion submit any other amendment to this Plan for stockholder approval, including, but not limited to, amendments to this Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations

13

promulgated thereunder regarding  the exclusion of performance‑based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

            3.         Maximum Benefits.  It is expressly contemplated that the Board may amend this Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Directors or Consultants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring this Plan and/or Incentive Stock Options granted under it into compliance therewith.

            4.         No Impairment of Rights.  The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however, that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless: (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing to the amendment.

13.       TERMINATION OR SUSPENSION OF PLAN.

            1.         Date of Termination/Suspension.  The Board may suspend or terminate this Plan any time.  Unless sooner terminated, this Plan shall terminate on the tenth anniversary date after which this Plan was adopted by the Board.  No Stock Awards may be granted under this Plan while this Plan is suspended or after it is terminated.

            2.         Existing Rights Not Impaired.  Rights and obligations under any Stock Award granted while this Plan is in effect shall not be impaired by suspension or termination of this Plan, except with the consent of the person to whom the Stock Award was granted.

14.       EFFECTIVE DATE OF PLAN.

            This Plan shall become effective upon the date adopted by the Board, provided that this Plan shall terminate and be of no further effect if the shareholders do not approve this Plan within 12 months of the date it is adopted.  No Stock Awards granted under this Plan shall be exercised unless and until this Plan has been approved by the shareholders, and all Stock Awards granted under this Plan shall immediately terminate and be rescinded if such approval is not obtained within that time.

14

EX-4.2

Exhibit 4.2

THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN AND THIS AGREEMENT.  ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT.  A COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.

ZAP

INCENTIVE STOCK OPTION AGREEMENT

Date of Grant:

Name of Recipient:

Number of Shares:

            We are pleased to notify you that ZAP (the "Company") on this day hereby grants to you an option to purchase all or any part of  shares of the Common Stock of the Company at the price of $ per share (the "Exercise Price"), which has been determined by the Company to be one hundred percent (100%) of the fair market value of a share of the Common Stock of the Company as of the Date of Grant, as a stock option under the ZAP 2002 Stock Incentive Plan (the "Plan").

THIS OPTION IS INTENDED TO BE AN INCENTIVE STOCK OPTION, AS DESCRIBED IN §423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), BUT THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THIS OPTION NECESSARILY QUALIFIES AS SUCH.  YOUR ABILITY TO RECEIVE THE TAX TREATMENT ACCORDED TO INCENTIVE STOCK OPTIONS UPON EXERCISE OF THIS OPTION AND THE SALE OF THE STOCK ACQUIRED UPON EXERCISE IS SUBJECT TO TIMING REQUIREMENTS SET FORTH IN THE CODE.  YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE TAX EFFECTS OF THIS OPTION.

1.  Signature on Option Agreement

You cannot exercise this option unless you first sign this Agreement in the place provided and return it to Renay Cude, Corporate Secretary. However, your signing and delivering this letter will not bind you to purchase any of the shares subject to this option.

2.  Term of Option and Vesting

Subject to the provisions of Sections 5 and 6 below, you may exercise this option at any time during a period of 36 months (3 Years) from the Date of Grant in accordance with the following schedule:

Number of Shares:
Price per Share:
Monthly vesting Amt:

            You may exercise all or any unexercised portion of this option any time prior to or upon the expiration of thirty six (36) months (3 years) from the Date of Grant.  If you do not exercise all of the options prior to or on that date, all of your rights to exercise any unexercised portion of this option will immediately terminate. 

3.  Method of Exercising Option.

            a.  Notice and Payment – General.  This option may be exercised by delivering to the Secretary of the Company payment in full at the Exercise Price for the number of shares being purchased in cash, certified or cashier's check, personal bank check or the equivalent thereof acceptable to the Company, together with a written notice in a form satisfactory to the Company, signed by you specifying the number of shares you then desire to purchase and the time of delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice.

            b.  Fractional Shares.  The Company shall not be required to issue fractional shares upon the exercise of this option.

            c.  Securities Laws Restrictions.  The Company has granted you this option pursuant to an exemption from the registration requirements of the Securities Act of 1933 (the "Act") set forth in Rule 701 of the Securities and Exchange Commission, and it is anticipated that the exemption contained in that Rule will apply to your exercise of this option.  If for any reason that Rule or successor thereto is not available to the exercise of this option, this option may not be exercised unless a registration statement under the Act is in effect with respect to the shares issuable upon exercise of this option or, if in the opinion of counsel to the Company, another exemption to the registration requirements is available.  The availability of any exemption to the registration requirements may be conditioned, among other things, upon the Company's receipt of written

-2-

representations from you regarding your investment experience, your receipt of financial and other information regarding the Company, and representations from you that you will not resell or otherwise dispose of the shares you are acquiring other than in accordance with Rule 144 of the SEC.  If an exemption to the registration requirements is not available, the Company shall be under no obligation to register the shares you may receive under the Act.  As a result, it is possible that you may not be able to exercise this option when you desire to do so.

            d.  Withholding.  If you incur a tax liability in connection with this option, the Company may, in its discretion, allow you to satisfy federal and state tax withholding requirements by having the Company withhold from the shares to be issued to you upon exercise of this option that number of shares with a fair market value equal to the amount of tax to be withheld.  The value of the shares to be withheld shall be determined on the date that the amount of tax to be withheld is ascertained.  You must make this election in writing on or before the date that the amount of tax is determined and you may not revoke this election after you make it.  If the Company decides not to allow you to satisfy your withholding obligations in this manner, the Company may require you as a condition to your exercise of this option to pay in cash or cash equivalent to the Company the amount of your withholding obligations on or before the date that payment of withholding taxes is due.

4.  Nontransferability of Option.

            This option shall not be transferable except by Will or the laws of descent and distribution, and this option may be exercised during your lifetime only by you.  Any purported transfer or assignment of this option shall be void and of no effect, and shall give the Company the right to terminate this option as of the date of such purported transfer or assignment.

5.  Termination of Employment.

            a.  Termination: General.  Notwithstanding the provisions of Section 2, if your status as employee of the Company is terminated for any reason other than cause (as defined below) or death or disability, you may exercise this option within three (3) months from the effective date of such termination to the extent you were entitled to exercise this option on the date of termination, after which you will no longer have any rights to exercise this option.

            b.  Termination: Death or Disability.   If your status as an employee is terminated due to death or disability, you (or your qualified representative or estate, as the case may be) may exercise this option within twelve (12) months from the date you died or became disabled to extent to which you were entitled to exercise this option on the date of death or disability, after which time you will no longer have any rights to exercise this option.  The definition of "disability" for purposes of this agreement shall be that set forth in §22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or such successor provision under the Code as is in effect as of the date of such disability.  In no event may you exercise this option after the expiration of the term of this option.

-3-

            c.  Termination for Cause.  If your status as an employee is terminated by the Company for cause, you will not be allowed to exercise any portion of this option.  For the purposes of this Agreement, "cause" will be defined as: (i)  intentional misconduct or  negligence in the performance of employment duties; (ii) the failure to perform employment duties in the manner specified by the Company; (iii) fraud committed against the Company or theft or embezzlement of Company property; or (iv) violation of Company policies, work rules or confidentiality agreements.

            d.  Leave of Absence.  For the purposes of this Agreement, your status as an employee shall not be deemed terminated if you take any military leave, sick leave or other leave of absence approved by the Company of ninety (90) days or less.  If the leave extends beyond that time, your employment will be deemed to have terminated on the ninety‑first (91st) day after the leave began unless your right to reemployment is guaranteed by statute or contract.  There shall be no continued vesting of shares as provided in Section 2 while you are on an approved leave unless the Company otherwise agrees or continuation of vesting during your leave of absence is required by law.

6.  Termination of Options Upon Certain Events.

            a.  General.  Except as otherwise provided in this Section 6, this option shall terminate immediately, notwithstanding the fact that this option could otherwise be exercised, two (2) business days prior to the occurrence of any of the following events:

                        i.  The merger or consolidation of the Company, whether or not the Company is the surviving corporation, if the beneficial owners of the Company's securities immediately prior to the merger or consolidation as a group are the beneficial owners of less than 50% of the surviving entity's outstanding voting securities immediately after the merger or consolidation;

                        ii.  The sale or exchange of all or substantially all of the outstanding voting securities of the Company;

                        iii.  The sale, exchange or transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; or

                        iv.  The dissolution or liquidation of the Company.

            b. No Assumption of Obligations.         Although the Company may attempt to negotiate with the surviving, continuing, successor or acquiring corporation or entity, as the case may be (the "Acquiror") for the Acquiror to assume the obligations of the Company with respect to the outstanding options, the Acquiror shall not be required to assume these obligations or provide substitute options unless the Acquiror agrees to do so.  The Company shall not be liable in any way if the Acquiror does not agree to assume the Company's obligations or provide substitute options.

-4-

            c.  Acceleration of Vesting.  If the Acquiror does not agree to assume the obligations of the Company, the Holder will be allowed to exercise his option to purchase all of the shares subject to this option, regardless of the schedule set forth in Section 2.  

            d.  Notice of Event.  If the Acquiror does not agree to assume the obligations of the Company under this agreement, the Company shall provide you with notice of any event described in subsection 6.a above no later than ten (10) calendar days before it occurs.

            e.  No Cancellation of Options.  There shall be no cancellation of options under this Section 6 if the Acquiror was an affiliate of the Company immediately prior to the event described in 6.a.i, 6.a.ii or 6.a.iii above or is a person, group or other entity which beneficially owned over 10% of the Company's outstanding voting stock immediately prior to the event.

7.  Adjustment of and Changes in the Shares.

            a.  Adjustments.  If: (i) the shares of the Company's Common Stock are changed into a different number of shares by reason of reorganization, recapitalization, combination of shares, stock split, reverse stock split or reclassification; (ii) the Company declares and pays a stock dividend on the Common Stock; or (iii) the Company's Common Stock is changed into or exchanged for a different type of security due to any reorganization, recapitalization, reclassification or similar event, the Company shall make appropriate adjustments in the number of shares or kind of securities which you may purchase upon exercise of this option so that your proportionate shareholding interest in the Company represented by unexercised portion of this option shall be maintained as before the event.  Adjustments in this option shall be made without change to the total price of the unexercised portion of this option and with a corresponding adjustment in the option price per share.

            b.  No Additional Rights.  Except as expressly provided in this Section 7, you shall have no rights by reason of any of the following events: (1) subdivision or consolidation of shares of stock of any class issued by the Company; (2) payment by the Company of any stock dividend; (3) any other increase or decrease in the number of shares of stock of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off or acquisition of assets or stock of another corporation by the Company.  Other than as set forth in subsection 7.a, no issuance by the Company of shares of stock of any class or securities convertible into shares of any class, or the conversion of such securities into shares of any class of stock, shall affect the number or price of shares of Common Stock subject to this option, and no adjustment by reason thereof shall be made.

            c.  No Limitation on Company's Rights.  Nothing in this Agreement shall affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

-5-

8.  Rights as a Shareholder.

            You shall have no rights as a shareholder by virtue of possessing this option and no such rights with respect to any shares of stock issuable upon exercise of this option until the date you are issued a stock certificate evidencing the your ownership of the shares.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance, except as provided in Section 7 hereof.

9.  Right of First Refusal.

            a.  General.  If you propose to sell, pledge or otherwise transfer any of the shares you acquire upon the exercise of this option to any person pursuant to a bona fide offer, the Company shall have the right to purchase those shares (the "Offered Shares") from you pursuant to the terms and conditions set forth below (hereafter referred to as the "Right of First Refusal").

            b.  Notice of Proposed Transfer.  Before you transfer any of the Offered Shares, you shall provide the Company with a written notice (the "Transfer Notice") setting forth the number of shares you wish to transfer, the identity of the proposed transferee, the price at which the Offered Shares are proposed to be transferred and all of the material terms of the proposed transfer.  If the Company wishes to exercise the Right of First Refusal with respect to some or all of these shares, the Company must so notify you no later than thirty (30) days after its receipt of the Transfer Notice (the "Election Notice").  The Company shall then be entitled to purchase the number of Offered Shares set forth in the Election Notice at the price and pursuant to the terms and conditions contained in the Transfer Notice, provided that the sale shall take place on the later of: i) the date upon which the transfer to the proposed transferee was to take place; or ii) sixty (60) days following the Company's receipt of the Transfer Notice.  If the purchase price specified in the Transfer Notice is payable in property other than cash or debt, the Company shall have the option of paying the purchase price in cash equal to the fair market value of that property, as determined in the good faith discretion of the Board of Directors of the Company.

            c.  Shares Not Purchased.  Offered Shares which the Company does not elect to purchase and which are transferred to the proposed transferee in accordance with the Transfer Notice shall not be subject to the Right of First Refusal after the transfer occurs.  The Right of First Refusal will continue to apply to all shares purchasable upon exercise of this option, including but not limited to the Offered Shares, if the transfer does not take place in accordance with the Transfer Notice or if the transfer violates subsection 9.g.

            d.  Change in Offer.  If the offer from the proposed transferee pursuant to which you propose to transfer these shares is amended in any way which makes the offer materially more favorable to the proposed transferee, or if the date for completion of the sale is extended more than sixty (60) days beyond that set forth in the Transfer Notice, the amended or extended offer shall be considered a new offer.  No shares may be sold to the proposed transferee on the basis of that new offer unless the shares are re‑offered to the Company on the terms contained in the new offer in accordance with the procedures set forth in this Section 9.

-6-

            e.  Involuntary Transfers.  If any of the shares you acquire upon exercise of this option are sold or otherwise transferred pursuant to court order, foreclosure or otherwise by operation of law (other than upon death under the conditions set forth in subsection 9.f), the Company shall have the right to purchase the shares from you or, if title to these shares has been given to the transferee, from the transferee in accordance with the procedures set forth in subsection 9.b.  You or, if title to these shares has already been transferred, the transferee must transmit copies of the court order or notice of foreclosure or sale to the Company together with the Transfer Notice.  If the proposed transferee is required to provide consideration in exchange for the shares, the purchase price for the shares by the Company shall be the amount of that consideration.  If no price capable of valuation is given, the purchase price for the shares by the Company shall be the fair market value of the shares as determined in the good faith discretion of the Company.

            f.  Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer of shares acquired upon exercise of this option to: i) your spouse, children or your lineal descendants or to a trust established for your benefit or the benefit of these persons; or ii) to your estate and, thereafter, your ancestors, descendants or spouse by Will or intestate succession following your death, provided that each transferee agrees in writing in a form acceptable to the Company that the transferee will abide by all of the provisions of this Section 9 and acknowledging that the shares are subject to the Right of First Refusal and other provisions of this Agreement. Transfers of shares by gift other than as provided for in this subsection 9.f are prohibited.

            g.  Transfers in Bad Faith.  If the Company concludes that any transfer described in a Transfer Notice is not bona fide, or if a transfer is not otherwise made in accordance with the requirements of this Section 9, the Company may refuse to recognize that transfer in its shareholder records and that purported transfer will be null and void.

            h.  Assignment of Right of First Refusal.  The Company may assign its Right of First Refusal to one or more of the Company's shareholders at any time with respect to some or all of the shares which are proposed to be transferred.

            i.  Termination of Right of First Refusal.  This Section 9 shall cease to be in effect upon the occurrence of any of the following events:

                        i.  The closing of an underwritten public offering for the Company's Common Stock (or any equity securities of a class which may be purchased upon the exercise of this option) pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act; provided that the gross proceeds to the Company from the offering, after underwriter’s discounts and commissions, exceed $5,000,000;

                        ii.  The listing of the Company's Common Stock (or other equity securities of a class which may be purchased upon the exercise of this option) on a national securities exchange (as that term is used in the Securities Exchange Act of 1934),

                        ii.  The occurrence of any of the events described in subsection 6.a.

-7-

10.  Notification of Sale.

            If the right of first refusal has been terminated, you agree to notify the Company of a sale, pledge or other transfer of any of the shares acquired upon exercise of this option not more than five (5) days after the sale, pledge or other transfer.

11.  Restrictions on Sales under Securities Laws.

            a.  Federal Securities Laws.      The shares which are issuable upon the exercise of this option have not been registered under the Securities Act.  As a consequence, you will not be able to sell, pledge or otherwise transfer these shares unless they are registered under the Securities Act or unless the sale complies with the requirements of SEC Rule 701 or SEC Rule 144 or, in the opinion of counsel to the Company, another exemption to the registration requirements is available to the transaction.  You should be aware that your ability to sell, pledge or otherwise transfer these shares may be subject to substantial restrictions under the Securities Act and the rules of the SEC.  No sale, pledge or other transfer of these shares will be allowed unless you are able to demonstrate to the satisfaction of the Company that the proposed transfer complies with the Securities Act and the rules of the SEC.  If you wish for information on whether a proposed transfer may violate these restrictions, you should contact the Secretary of the Company or your own counsel.

            b.  The shares issuable upon the exercise of this option have not been registered or qualified under the securities laws of any other state.  If the securities laws of any other state require that the Company place limitations on the transferability of these shares, these shares may not be transferred unless you are able to demonstrate to the satisfaction of the Company that the proposed transfer complies with that state's law.

12.  Restrictive Legends.

            The Company may place restrictive legends on the certificate or certificates representing the shares issued upon exercise of this option referring the Right of First Refusal set forth in Section 9 of this Agreement and any restrictions on transfer under federal and applicable state securities laws.  Upon the request of the Company, you shall promptly provide the Company with any and all certificates representing shares acquired upon exercise of this option in order to allow the Company to attach applicable legends.  Unless the Company determines otherwise, the legends which may be placed on the certificate or certificates representing the shares may include, but are not limited to, the following:

            a.  "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SHARES MAY NOT BE SOLD, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES OR THE COMPANY RECEIVES EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE SALE, HYPOTHECATION,

-8-

ASSIGNMENT OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT.

            b.  "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION OR ITS ASSIGNEES.  THE TERMS OF THE RIGHT OF FIRST REFUSAL ARE CONTAINED IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER OF THE SHARES, A COPY OF WHICH MAY BE REVIEWED UPON WRITTEN REQUEST MADE TO THE SECRETARY OF THE CORPORATION.  ANY TRANSFER OF THE SHARES IN VIOLATION OF THIS AGREEMENT SHALL BE VOID."

13.  Market Standoff Agreement.

            If the Company has a public offering of its stock, you agree that you will not sell or otherwise dispose of the Shares without the prior written consent of the Company or the underwriters of that offering for such period as the Company or the underwriters may specify; provided that this period shall not exceed 180 days from the registration or qualification of the securities under the Securities Act or Regulation A of the Securities and Exchange Commission.

14.  Subject to Terms of the Plan.

            This Agreement shall be subject in all respects to the terms and conditions of the Plan, and if the terms of this Agreement and the Plan conflict in any way, the terms of the Plan shall control.  Your signature herein represents your acknowledgment of receipt of a copy of the Plan.  Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be finally and conclusively determined by the Company in its sole discretion, and such determination shall be binding upon all parties.

15.  Exercise of Option Conditioned on Approval.

            This option shall become null and void, and you may not exercise this option, unless the shareholders of the Company approve the Plan within twelve months of the date the Plan was adopted by the Company's Board of Directors.

16.  Taxes.

            This option is intended to be an incentive stock option within the meaning of §422 of the Code, and taxation thereof (with respect to both the Company and you or your estate) shall be governed by applicable provisions of the Code.  Your ability to receive the tax treatment accorded to incentive stock options upon the exercise of this option and the sale of the stock acquired upon exercise is subject to timing requirements set forth in the Code. You should consult with your tax advisor if you have questions regarding the tax effect of this option.

-9-

17.  Not an Employment Contract.

            This Agreement shall not be deemed to be an agreement to employ you for a specific term or to limit in any way the right of the Company to terminate your employment at any time with or without cause.

18.  Entire Agreement.

            This document, the Plan and all attachments to this document contain the entire agreement between you and the Company with respect to the subject matter contained herein and supersede in their entirety any previous or contemporaneous agreements, whether oral or written, with respect to that subject matter.

19.  No Waiver or Amendment.

            This Agreement may not be amended or modified except with the signed, written consent of the parties to such amendment or modification.   No right shall be deemed waived without the written consent of the party charged with waiving such right.  The Company may at any time terminate or amend the Plan; provided, however, that no such termination or amendment may adversely affect your rights under this Agreement.

20.  Notices.

            All notices contemplated under this Agreement shall be in writing and shall be delivered personally, sent via recognized courier (such as Federal Express, DHL or Airborne Express) or by first class mail.  Notices shall be sent to the addresses stated below the signatures of each party to this Agreement or, if that party changes his or its address, to such other address as that party specifies in writing.

21.  Governing Law.

            This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its conflicts of laws provisions.

- -10-

ZAP

By: Renay Cude

Its: Secretary

Address:

501 Fourth Street
Santa Rosa, CA  95401

            I acknowledge receipt of this Agreement and a copy of the ZAP Stock Incentive Plan and accept the terms and conditions thereof.

Date:

____________________________
            Employee’s Name

____________________________
[Printed or Typed Name of Optionee]

Address:

____________________________

____________________________

- -11-

EX-5.0

Exhibit 5.0

[Letterhead of Berenbaum, Weinshienk & Eason, P.C.]

February 3, 2006

ZAP
501 Fourth Street
Santa Rosa, California 95401

Ladies and Gentlemen:

                We have served as counsel for ZAP (the “Company”) in connection with its registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate 16,221,586 shares of its common stock, no par value (“Common Stock”), issuable upon the exercise from time to time of stock options, warrants and shares granted pursuant to the 2002 Incentive Stock Plan and agreements with certain officers, employees and consultants (collectively, the “Plans”).  The Company is filing today a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) with respect to the Common Stock.  This opinion is provided pursuant to the requirements of Item 8(a) of Form S-8 and Item 601(b)(5) of Regulation S-B.

                We have reviewed the Company’s certificate of incorporation and bylaws, each as amended to date, and have examined the originals, or copies certified or otherwise identified to our satisfaction, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents, as a basis for the opinions hereinafter expressed.  In rendering this opinion, we have relied upon certificates of public officials and officers of the Company with respect to the accuracy of the factual matters contained in such certificates.  We also have reviewed the Plans and the Registration Statement.

                In connection with such review, we have assumed with your permission (1) the genuineness of all signatures and the legal competence of all signatories; (2) the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies; and (3) the proper insurance and accuracy of certificates of public officials and officers and agents of the Company.  In rendering opinions as to future events, we have assumed the facts and law existing on the date hereof.

                Based on the foregoing and the qualifications and limitations set forth above, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Common Stock has been duly and validly authorized, and when (1) the Registration Statement has become effective under the Act, (2) the Common Stock is issued and sold in the manner and upon the terms set forth in the Plans and in resolutions of the Company’s Board of Directors and (3) any required shareholder approval is obtained, such Common Stock will be legally issued, fully paid and nonassessable.

                This opinion is delivered solely for your benefit in connection with the Registration Statement and the transactions provided for therein and may not be relied upon by any other person or for any other purpose without our prior written consent.

                Our opinion expressed above is limited to the federal laws of the United States of America and the laws of the State of California.  This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

                We hereby consent to being named in the Registration Statement as attorneys who passed upon the validity of the Common Stock and to the filing of a copy of this Exhibit 5 to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act, or other rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Berenbaum, Weinshienk & Eason, P.C.

EX-10.27

Exhibit 10.27

EMPLOYMENT CONTRACT

            ZAP, a California Corporation, located at 501 Fourth Street, Santa Rosa, California 95401 (“Employer”), and Gary Starr, California (“Employee”), in consideration of the mutual promises made herein, agree as follows:

ARTICLE I.  TERM OF EMPLOYMENT

Section 1.01.  Specified Period  Employer employs Employee and Employee accepts employment with Employer for a period of five years beginning  on October 1, 2003 and terminating on October 1, 2008.

Section 1.02.  Automatic Renewal  This agreement shall be renewed automatically for succeeding terms of five (5) years unless either party gives notice to the other at least sixty (60) days prior to the expiration of any term of his intention not to renew.

Section 1.03.  “Employment Term” Defined  “Employment term” refers to the entire period of employment of Employee by Employer, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual agreement between Employer and Employee.

ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE

Section 2.01.  General Duties  Employee shall serve as the Chairman of the Board for ZAP.  In his capacity as Chairman of the Board for ZAP, Employee shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Employer, subject at all times to the policies set by Employer’s Board of Directors, and to the consent of the Board when required by the terms of this contract.

Section 2.02  Devotion to Employer’s Business  Employee shall devote his entire productive time, ability and attention to the business of Employer during the term of this contract.

Section 2.03  Matters Requiring Consent of the Board of Directors  Employee shall not, without specific approval of Employer’s Board of Directors, seek other employment such as would require Employee to engage in other business duties or pursuits, or render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise.  However, the expenditure of a reasonable amount of time for charitable activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement, and shall not require the prior consent of Employer’s Board of Directors.

-1-

Section 2.04  Competitive Activities  During the term of this contract Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Employer.

Section 2.05  Trade Secrets

            (a)        The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Employee shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by Employer, actually or potentially used in the operation of Employer’s business, or obtained from third parties under an agreement of confidentiality, and that such information constitutes Employer’s “trade secrets.”

            (b)        Employee specifically agrees that he shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as required in the course of his employment.

            (c)        Employee acknowledges and agrees that the sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Employer’s trade secrets obtained by Employee during the course of his employment under this agreement, including information concerning Employer’s actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition.  Employee promises and agrees not to engage in any unfair competition with Employer, either during the term of this agreement or at any other time thereafter.

            (d)        Employee further agrees that all files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or online relating to Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall be removed from the premises or, if kept on-line, from the computer system of Employer only with the express prior written consent of Employer’s Board of Directors.

-2-

ARTICLE 3.  OBLIGATIONS OF EMPLOYEE

Section 3.01.  General Description   Employer shall provide Employee with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.

Section 3.02.  Office and Staff  Employer shall provide Employee with office space and administrative support suitable to Employee’s position and adequate for the performance of his duties.

Section 3.03.  Indemnification of Losses of Employee   In the absence of willful misconduct or illegality, Employer shall indemnify Employee for all losses sustained by Employee in direct consequence of the discharge of his duties in good faith on Employer’s behalf.

ARTICLE 4.  COMPENSATION OF EMPLOYEE

Section 4.01.  Annual Salary  As compensation for the services to be performed hereunder, Employee shall receive a salary and benefits and options equal to the highest paid employee, with a minimum of $75,000 per year,  at ZAP, excluding commissions.

Section 4.02.  Options  All option agreements currently existing between Employee and Employer shall continue in full force and effect as if Employee’s relationship with Employer remained unchanged so long as Employee is not in breach of the terms of this agreement or has not terminated his employment.  The options vested to date are acknowledged as attached in Exhibit “A”.

Section 4.03.  Salary Continuation During Disability  If Employee for any reason whatsoever becomes permanently disabled so that he is unable to perform the duties prescribed herein, Employer agrees to pay Employee fifty (50) percent of Employee’s annual salary in the same manner as provided for the payment of salary herein, for two years following such disability.

Section 4.04.  Salary Increase Once Profitable  If Employer becomes profitable, then Employee pay, shall automatically increase by 1% for every $100,000 in profits.  Salary will be adjusted quarterly. 

ARTICLE 5.  EMPLOYEE BENEFITS

Section 5.01.  Annual Vacation  Employee shall be entitled to twenty (20) working days vacation time each year with full pay.  Employee may be absent from his employment for vacation only at such times as Employer’s Board of Directors shall determine from time to time. If Employee is unable for any reason to take any part of the total amount of authorized vacation time in any year, he will cease to accrue vacation time until Employee takes some part of the accrued time, so that Employee will not at any time have accrued more than twenty (20) working days vacation time.

-3-

Section 5.02.  Illness   Employee shall be entitled to no less than ten (10) working days per year as sick leave with full pay.  Sick leave shall not be accumulated.  It shall be ten (10) working days per year.

ARTICLE 6.  BUSINESS EXPENSES

Section 6.01.  Use of Credit Card  All business expenses reasonably incurred by Employee in promoting the business of Employer, including expenditures for entertainment, gifts, and travel, are to be paid for, insofar as possible, by the use of credit cards in the name of Employer which will be furnished to Employee.  Such expenditures shall not exceed the amount of ten thousand dollars ($10,000) in any one month without the specific approval of Employer’s Board of Directors. 

Section 6.02.  Reimbursement of Other Business Expenses  Employer shall promptly reimburse Employee for all other reasonable business expenses incurred by Employee in connection with the business of Employer.  Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Employer.  Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as a income tax deduction.

Section 6.03.  Auto Expenses Employee shall have the use of one of the Employer’s cars, or a car allowance of $5,000 per year if they use their own car.  All gas and upkeep will be paid by Employer.

ARTICLE 7.  EFFECT OF MERGER/RECLASSIFICATION

Section 7.01.  Effect of Merger, Transfer of Assets or Dissolution   This agreement shall not be terminated by any voluntary or involuntary dissolution of Employer resulting from either a merger of a consolidation in which Employer is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Employer.  In the event of any such merger or consolidation or transfer of assets, Employer’s rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Employer’s assets.

Section 7.02.  Payment on Reclassification/Termination 

            (a)        Employer, in its sole discretion, may terminate or reclassify Employee with or without Cause.  Notwithstanding any provision of this agreement, if Employer terminates or reclassifies Employee without Cause, it shall retain Employee as an Employee or as a consultant for a term of five (5) years for an aggregate salary equal to five hundred thousand dollars ($500,000), payable in equal bi-monthly installments, or a lump sum of ($300,000) at Employer’s sole option.  As a consultant, Employee shall make his advice and counsel available to Employer, and shall be available for input to Employer by fax, e-mail, telephone or regular mail, as the Employer’s Board shall reasonably require from time to time.  “Fair Market Value”

-4-

as used in this Section shall be equal to the average closing price of the Shares as reported on the “Bulletin Board” for the twenty (20) days prior to the date of termination or reclassification; provided that, in the event that the Employer’s stock is not traded on the Bulletin Board for the twenty (20) days prior to termination, then Fair Market Value shall be that value as is determined by the Employer’s Board of Directors, reasonably and in good faith.

            (b)        “Cause” as used in this Agreement means the occurrence of any of the following events: (i) conviction of Employee for the commission of a felony, (ii) embezzlement or any offence involving misuse or misappropriation of money or other property of the Employer, (iii) misconduct or dishonest, unethical, unlawful, or illegal conduct which is demonstrably and materially injurious to the Employer, monetarily or otherwise, (iv) Employee’s continued failure to perform his duties under this Agreement (other than any such failure resulting from his incapacity due to disability of Employee) after written notice is delivered to Employee by the Employer which identifies in reasonably detailed terms the manner in which Employee has not performed his duties, or (v) intentional misconduct or gross negligence in the performance of his duties or any failure of the Employee to perform his duties which would constitute intentional misconduct or gross negligence.

Section 7.03.  Shareholder Rights   This agreement does not modify any rights or interests that Employee has as a shareholder, holder of options, holder of patents, trademarks, or any other interest in the Employer, or otherwise.

ARTICLE 8.  GENERAL PROVISIONS

Section 8.01.  Notices  Any notice to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested.  Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change that address by written notice in accordance with this section.  Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing. 

Section 8.02.  Arbitration   Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions, or conditions of this agreements shall on the written request of either party served on the other be submitted to arbitration.  Arbitration shall be in accordance with the rules of the American Arbitration Association.  Employer and Employee shall together and in good faith appoint one person to hear and determine the dispute. Notwithstanding the foregoing, Employer and Employee shall be bound in any arbitration by the discovery provisions promulgated under the Federal Rules of Civil Procedure.  The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

Section 8.04.  Entire Agreement   This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to

-5-

that employment in any manner whatsoever.  Each party to this agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreements shall be valid or binding on either party.

Section 8.05.  Modifications  Any modification of this agreement will be effective only if it is in writing and signed by the party to be charged.

Section 8.06.  Effect of Waiver  The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other part shall not be deemed a waiver of that term, covenant, or condition, no shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

Section 8.07.  Partial Invalidity  If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

Section 8.08.  Governing Law   This agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.09.  Sums Due Deceased Employee  If Employee dies prior to the expiration of the term of his employment, any sums that may be due him from Employer under this agreement as of the date of death shall be paid to Employee’s executors, administrators, heirs, personal representatives, successors, and assigns.

Dated as of the 1 day of October, 2003.

EMPLOYER:

ZAP	EMPLOYEE:
By: /s/ Steven Schneider	/s/ Gary Starr
	Gary Starr

- -6-

EX-10.28

Exhibit 10.28

EMPLOYMENT CONTRACT

            ZAP, a California Corporation, located at 501 Fourth Street, Santa Rosa, California 95401 (“Employer”), and Steve Schneider, California (“Employee”), in consideration of the mutual promises made herein, agree as follows:

ARTICLE I.  TERM OF EMPLOYMENT

Section 1.01.  Specified Period  Employer employs Employee and Employee accepts employment with Employer for a period of five years beginning  on October 1, 2003 and terminating on October 1, 2008.

Section 1.02.  Automatic Renewal  This agreement shall be renewed automatically for succeeding terms of five (5) years unless either party gives notice to the other at least sixty (60) days prior to the expiration of any term of his intention not to renew.

Section 1.03.  “Employment Term” Defined  “Employment term” refers to the entire period of employment of Employee by Employer, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual agreement between Employer and Employee.

ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE

Section 2.01.  General Duties  Employee shall serve as the CEO of ZAP.  In his capacity as CEO of ZAP, Employee shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Employer, subject at all times to the policies set by Employer’s Board of Directors, and to the consent of the Board when required by the terms of this contract.

Section 2.02  Devotion to Employer’s Business  Employee shall devote his entire productive time, ability and attention to the business of Employer during the term of this contract. This provision is hereby waived by the Company to allow Mr. Schneider to hold the aforementioned positions at Rotoblock and AutoDistributors simultaneously with the positions held by such persons at the Company.

Section 2.03  Matters Requiring Consent of the Board of Directors  Employee shall not, without specific approval of Employer’s Board of Directors, seek other employment such as would require Employee to engage in other business duties or pursuits, or render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise.  However, the expenditure of a reasonable amount of time for charitable activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement, and shall not require the

-1-

prior consent of Employer’s Board of Directors. This provision is hereby waived by the Company to allow Mr. Schneider to hold the aforementioned positions at Rotoblock and AutoDistributors simultaneously with the positions held by such persons at the Company.

Section 2.04  Competitive Activities  During the term of this contract Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Employer.

Section 2.05  Trade Secrets

            (a)        The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Employee shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by Employer, actually or potentially used in the operation of Employer’s business, or obtained from third parties under an agreement of confidentiality, and that such information constitutes Employer’s “trade secrets.”

            (b)        Employee specifically agrees that he shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as required in the course of his employment.

            (c)        Employee acknowledges and agrees that the sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Employer’s trade secrets obtained by Employee during the course of his employment under this agreement, including information concerning Employer’s actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition.  Employee promises and agrees not to engage in any unfair competition with Employer, either during the term of this agreement or at any other time thereafter.

            (d)        Employee further agrees that all files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or online relating to Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall be removed from the premises or, if kept on-line, from the computer system of Employer only with the express prior written consent of Employer’s Board of Directors.

-2-

ARTICLE 3.  OBLIGATIONS OF EMPLOYEE

Section 3.01.  General Description   Employer shall provide Employee with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.

Section 3.02.  Office and Staff  Employer shall provide Employee with office space and administrative support suitable to Employee’s position and adequate for the performance of his duties.

Section 3.03.  Indemnification of Losses of Employee   In the absence of willful misconduct or illegality, Employer shall indemnify Employee for all losses sustained by Employee in direct consequence of the discharge of his duties in good faith on Employer’s behalf.

ARTICLE 4.  COMPENSATION OF EMPLOYEE

Section 4.01.  Annual Salary  As compensation for the services to be performed hereunder, Employee shall receive a salary and benefits and options equal to the highest paid employee, with a minimum of $75,000 per year,  at ZAP, excluding commissions.

Section 4.02.  Options  All option agreements currently existing between Employee and Employer shall continue in full force and effect as if Employee’s relationship with Employer remained unchanged so long as Employee is not in breach of the terms of this agreement or has not terminated his employment.  The options vested to date are acknowledged as attached in Exhibit “A”.

Section 4.03.  Salary Continuation During Disability  If Employee for any reason whatsoever becomes permanently disabled so that he is unable to perform the duties prescribed herein, Employer agrees to pay Employee fifty (50) percent of Employee’s annual salary in the same manner as provided for the payment of salary herein, for two years following such disability.

Section 4.04.  Salary Increase Once Profitable  If Employer becomes profitable, then Employee pay, shall automatically increase by 10% for every $100,000 in profits.  Salary will be adjusted quarterly. 

ARTICLE 5.  EMPLOYEE BENEFITS

Section 5.01.  Annual Vacation  Employee shall be entitled to twenty (20) working days vacation time each year with full pay.  Employee may be absent from his employment for vacation only at such times as Employer’s Board of Directors shall determine from time to time. If Employee is unable for any reason to take any part of the total amount of authorized vacation time in any year, he will cease to accrue vacation time until Employee takes some part of the

-3-

accrued time, so that Employee will not at any time have accrued more than twenty (20) working days vacation time.

Section 5.02.  Illness   Employee shall be entitled to no less than ten (10) working days per year as sick leave with full pay.  Sick leave shall not be accumulated.  It shall be ten (10) working days per year.

ARTICLE 6.  BUSINESS EXPENSES

Section 6.01.  Use of Credit Card  All business expenses reasonably incurred by Employee in promoting the business of Employer, including expenditures for entertainment, gifts, and travel, are to be paid for, insofar as possible, by the use of credit cards in the name of Employer which will be furnished to Employee.  Such expenditures shall not exceed the amount of ten thousand dollars ($10,000) in any one month without the specific approval of Employer’s Board of Directors. 

Section 6.02.  Reimbursement of Other Business Expenses  Employer shall promptly reimburse Employee for all other reasonable business expenses incurred by Employee in connection with the business of Employer.  Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Employer.  Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as a income tax deduction.

Section 6.03.  Auto Expenses Employee shall have the use of one of the Employer’s cars, or a car allowance of $5,000 per year if they use their own car.  All gas and upkeep will be paid by Employer.

ARTICLE 7.  EFFECT OF MERGER/RECLASSIFICATION

Section 7.01.  Effect of Merger, Transfer of Assets or Dissolution  This agreement shall not be terminated by any voluntary or involuntary dissolution of Employer resulting from either a merger of a consolidation in which Employer is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Employer.  In the event of any such merger or consolidation or transfer of assets, Employer’s rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Employer’s assets.

Section 7.02.  Payment on Reclassification/Termination 

            (a)        Employer, in its sole discretion, may terminate or reclassify Employee with or without Cause.  Notwithstanding any provision of this agreement, if Employer terminates or reclassifies Employee without Cause, it shall retain Employee as an Employee or as a consultant for a term of five (5) years for an aggregate salary equal to five hundred thousand dollars ($500,000), payable in equal bi-monthly installments, or a lump sum of ($300,000) at

-4-

Employer’s sole option.  As a consultant, Employee shall make his advice and counsel available to Employer, and shall be available for input to Employer by fax, e-mail, telephone or regular mail, as the Employer’s Board shall reasonably require from time to time.  “Fair Market Value” as used in this Section shall be equal to the average closing price of the Shares as reported on the “Bulletin Board” for the twenty (20) days prior to the date of termination or reclassification; provided that, in the event that the Employer’s stock is not traded on the Bulletin Board for the twenty (20) days prior to termination, then Fair Market Value shall be that value as is determined by the Employer’s Board of Directors, reasonably and in good faith.

            (b)        “Cause” as used in this Agreement means the occurrence of any of the following events: (i) conviction of Employee for the commission of a felony, (ii) embezzlement or any offence involving misuse or misappropriation of money or other property of the Employer, (iii) misconduct or dishonest, unethical, unlawful, or illegal conduct which is demonstrably and materially injurious to the Employer, monetarily or otherwise, (iv) Employee’s continued failure to perform his duties under this Agreement (other than any such failure resulting from his incapacity due to disability of Employee) after written notice is delivered to Employee by the Employer which identifies in reasonably detailed terms the manner in which Employee has not performed his duties, or (v) intentional misconduct or gross negligence in the performance of his duties or any failure of the Employee to perform his duties which would constitute intentional misconduct or gross negligence.

Section 7.03.  Shareholder Rights   This agreement does not modify any rights or interests that Employee has as a shareholder, holder of options, holder of patents, trademarks, or any other interest in the Employer, or otherwise.

ARTICLE 8.  GENERAL PROVISIONS

Section 8.01.  Notices  Any notice to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested.  Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change that address by written notice in accordance with this section.  Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing. 

Section 8.02.  Arbitration   Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions, or conditions of this agreements shall on the written request of either party served on the other be submitted to arbitration.  Arbitration shall be in accordance with the rules of the American Arbitration Association.  Employer and Employee shall together and in good faith appoint one person to hear and determine the dispute. Notwithstanding the foregoing, Employer and Employee shall be bound in any arbitration by the discovery provisions promulgated under the Federal Rules of Civil Procedure.  The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

-5-

Section 8.04.  Entire Agreement   This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever.  Each party to this agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreements shall be valid or binding on either party.

Section 8.05.  Modifications  Any modification of this agreement will be effective only if it is in writing and signed by the party to be charged.

Section 8.06.  Effect of Waiver  The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other part shall not be deemed a waiver of that term, covenant, or condition, no shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

Section 8.07.  Partial Invalidity  If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

Section 8.08.  Governing Law   This agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.09.  Sums Due Deceased Employee  If Employee dies prior to the expiration of the term of his employment, any sums that may be due him from Employer under this agreement as of the date of death shall be paid to Employee’s executors, administrators, heirs, personal representatives, successors, and assigns.

Dated as of the 1 day of October, 2003.

EMPLOYER:

ZAP	EMPLOYEE:
By: /s/ Gary Starr	/s/ Steve Schneider
	Steve Schneider

- -6-

EX-10.29

Exhibit 10.29

14 October 2005

Mr. Max Scheder-Bieschin
549 Sycamore Lane
Cotati, CA 94931

Re:     Your Employment

Dear Max:

It is my pleasure on behalf of Zap, a California corporation, (“ZAP”) to offer you employment with our Company as Executive Vice President, reporting directly to the Chief Executive Officer.  Assuming all parties agree at the conclusion of a three month period, you would then be promoted to the position of President of ZAP.

Your annual salary will initially be $120,000.  You will also be issued two hundred fifty thousand warrants at a strike price of $1.20, warrants to have piggyback registration with a current term through July 1, 2007, and you will participate in ZAP’s Employee Stock Option Plan (“ESOP”) and receive an option to purchase 250,000 shares in accordance with the terms of the ESOP.

The terms of the employment relationship would be as stated in the employee handbook.  You will participate in the standard benefit programs offered by ZAP, including health and medical.  As an officer, you will be named insured under ZAP’s Directors and Officers insurance policy.

Very truly yours,

/s/ STEVEN SCHNEIDER
Steven Schneider

Chief Executive Officer

ZAP, 501 Fourth Street, Santa Rosa, CA 95401 USA

Tel: (707) 525-8658  •  fax: (707) 525-8692  •  web site: www.zapworld.com

Email: zap@zapworld.com  •  Stock Symbol:  ZAPZ

EX-10.30

Exhibit 10.30

EMPLOYMENT CONTRACT

            ZAP, a California Corporation, located at 501 Fourth Street, Santa Rosa, California 95401 (“Employer”), and Renay Cude, California (“Employee”), in consideration of the mutual promises made herein, agree as follows:

ARTICLE I.  TERM OF EMPLOYMENT

Section 1.01.  Specified Period  Employer employs Employee and Employee accepts employment with Employer for a period of five years beginning  on October 1, 2003 and terminating on October 1, 2008.

Section 1.02.  Automatic Renewal  This agreement shall be renewed automatically for succeeding terms of five (5) years unless either party gives notice to the other at least sixty (60) days prior to the expiration of any term of his intention not to renew.

Section 1.03.  “Employment Term” Defined  “Employment term” refers to the entire period of employment of Employee by Employer, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual agreement between Employer and Employee.

ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE

Section 2.01.  General Duties  Employee shall serve as Corporate Secretary of ZAP.  In her capacity as Corporate Secretary of ZAP, Employee shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Employer, subject at all times to the policies set by Employer’s Board of Directors, and to the consent of the Board when required by the terms of this contract.

Section 2.02  Devotion to Employer’s Business  Employee shall devote her entire productive time, ability and attention to the business of Employer during the term of this contract. This provision is hereby waived by the Company to allow Ms. Cude to hold the aforementioned positions at Rotoblock, AutoDistributors, ZAP Rental Outlets, Voltage Vehicles, and ZAP Manufacturing simultaneously with the positions held by such persons at the Company.

Section 2.03  Matters Requiring Consent of the Board of Directors  Employee shall not, without specific approval of Employer’s Board of Directors, seek other employment such as would require Employee to engage in other business duties or pursuits, or render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise.  However, the expenditure of a reasonable amount of time for charitable activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement, and shall not require the

-1-

prior consent of Employer’s Board of Directors. This provision is hereby waived by the Company to allow Ms. Cude to hold the aforementioned positions at Rotoblock, AutoDistributors, ZAP Rental Outlets, Voltage Vehicles, and ZAP Manufacturing simultaneously with the positions held by such persons at the Company.

Section 2.04  Competitive Activities  During the term of this contract Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of Employer.

Section 2.05  Trade Secrets

            (a)        The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Employee shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by Employer, actually or potentially used in the operation of Employer’s business, or obtained from third parties under an agreement of confidentiality, and that such information constitutes Employer’s “trade secrets.”

            (b)        Employee specifically agrees that she shall not misuse, misappropriate, or disclose in writing, orally or by electronic means, any trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as required in the course of her employment.

            (c)        Employee acknowledges and agrees that the sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Employer’s trade secrets obtained by Employee during the course of his employment under this agreement, including information concerning Employer’s actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition.  Employee promises and agrees not to engage in any unfair competition with Employer, either during the term of this agreement or at any other time thereafter.

            (d)        Employee further agrees that all files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or online relating to Employer’s business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall be removed from the premises or, if kept on-line, from the computer system of Employer only with the express prior written consent of Employer’s Board of Directors.

-2-

ARTICLE 3.  OBLIGATIONS OF EMPLOYEE

Section 3.01.  General Description   Employer shall provide Employee with the compensation, incentives, benefits, and business expense reimbursement specified elsewhere in this agreement.

Section 3.02.  Office and Staff  Employer shall provide Employee with office space and administrative support suitable to Employee’s position and adequate for the performance of her duties.

Section 3.03.  Indemnification of Losses of Employee   In the absence of willful misconduct or illegality, Employer shall indemnify Employee for all losses sustained by Employee in direct consequence of the discharge of his duties in good faith on Employer’s behalf.

ARTICLE 4.  COMPENSATION OF EMPLOYEE

Section 4.01.  Annual Salary  As compensation for the services to be performed hereunder, Employee shall receive a salary and benefits and options equal to the highest paid employee, with a minimum of $36,000 per year,  at ZAP, excluding commissions.

Section 4.02.  Options  All option agreements currently existing between Employee and Employer shall continue in full force and effect as if Employee’s relationship with Employer remained unchanged so long as Employee is not in breach of the terms of this agreement or has not terminated her employment.  The options vested to date are acknowledged as attached in Exhibit “A”.

Section 4.03.  Salary Continuation During Disability  If Employee for any reason whatsoever becomes permanently disabled so that she is unable to perform the duties prescribed herein, Employer agrees to pay Employee fifty (50) percent of Employee’s annual salary in the same manner as provided for the payment of salary herein, for two years following such disability.

Section 4.04.  Salary Increase Once Profitable  If Employer becomes profitable, then Employee pay, shall automatically increase by 10% for every $100,000 in profits.  Salary will be adjusted quarterly. 

ARTICLE 5.  EMPLOYEE BENEFITS

Section 5.01.  Annual Vacation  Employee shall be entitled to twenty (20) working days vacation time each year with full pay.  Employee may be absent from her employment for vacation only at such times as Employer’s Board of Directors shall determine from time to time. If Employee is unable for any reason to take any part of the total amount of authorized vacation time in any year, she will cease to accrue vacation time until Employee takes some part of the

-3-

accrued time, so that Employee will not at any time have accrued more than twenty (20) working days vacation time.

Section 5.02.  Illness   Employee shall be entitled to no less than ten (10) working days per year as sick leave with full pay.  Sick leave shall not be accumulated.  It shall be ten (10) working days per year.

ARTICLE 6.  BUSINESS EXPENSES

Section 6.01.  Use of Credit Card  All business expenses reasonably incurred by Employee in promoting the business of Employer, including expenditures for entertainment, gifts, and travel, are to be paid for, insofar as possible, by the use of credit cards in the name of Employer which will be furnished to Employee.  Such expenditures shall not exceed the amount of ten thousand dollars ($10,000) in any one month without the specific approval of Employer’s Board of Directors. 

Section 6.02.  Reimbursement of Other Business Expenses  Employer shall promptly reimburse Employee for all other reasonable business expenses incurred by Employee in connection with the business of Employer.  Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state income tax return of Employer.  Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as a income tax deduction.

Section 6.03.  Auto Expenses Employee shall have the use of one of the Employer’s cars, or a car allowance of $5,000 per year if they use their own car.  All gas and upkeep will be paid by Employer.

ARTICLE 7.  EFFECT OF MERGER/RECLASSIFICATION

Section 7.01.  Effect of Merger, Transfer of Assets or Dissolution  This agreement shall not be terminated by any voluntary or involuntary dissolution of Employer resulting from either a merger of a consolidation in which Employer is not the consolidated or surviving corporation, or a transfer of all or substantially all of the assets of Employer.  In the event of any such merger or consolidation or transfer of assets, Employer’s rights, benefits, and obligations hereunder shall be assigned to the surviving or resulting corporation or the transferee of Employer’s assets.

Section 7.02.  Payment on Reclassification/Termination 

            (a)        Employer, in its sole discretion, may terminate or reclassify Employee with or without Cause.  Notwithstanding any provision of this agreement, if Employer terminates or reclassifies Employee without Cause, it shall retain Employee as an Employee or as a consultant for a term of five (5) years for an aggregate salary equal to two hundred fifty thousand dollars ($250,000), payable in equal bi-monthly installments, or a lump sum of ($150,000) at

-4-

Employer’s sole option.  As a consultant, Employee shall make his advice and counsel available to Employer, and shall be available for input to Employer by fax, e-mail, telephone or regular mail, as the Employer’s Board shall reasonably require from time to time.  “Fair Market Value” as used in this Section shall be equal to the average closing price of the Shares as reported on the “Bulletin Board” for the twenty (20) days prior to the date of termination or reclassification; provided that, in the event that the Employer’s stock is not traded on the Bulletin Board for the twenty (20) days prior to termination, then Fair Market Value shall be that value as is determined by the Employer’s Board of Directors, reasonably and in good faith.

            (b)        “Cause” as used in this Agreement means the occurrence of any of the following events: (i) conviction of Employee for the commission of a felony, (ii) embezzlement or any offence involving misuse or misappropriation of money or other property of the Employer, (iii) misconduct or dishonest, unethical, unlawful, or illegal conduct which is demonstrably and materially injurious to the Employer, monetarily or otherwise, (iv) Employee’s continued failure to perform his duties under this Agreement (other than any such failure resulting from his incapacity due to disability of Employee) after written notice is delivered to Employee by the Employer which identifies in reasonably detailed terms the manner in which Employee has not performed his duties, or (v) intentional misconduct or gross negligence in the performance of his duties or any failure of the Employee to perform his duties which would constitute intentional misconduct or gross negligence.

Section 7.03.  Shareholder Rights   This agreement does not modify any rights or interests that Employee has as a shareholder, holder of options, holder of patents, trademarks, or any other interest in the Employer, or otherwise.

ARTICLE 8.  GENERAL PROVISIONS

Section 8.01.  Notices  Any notice to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested.  Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change that address by written notice in accordance with this section.  Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing. 

Section 8.02.  Arbitration   Any controversy between Employer and Employee involving the construction or application of any of the terms, provisions, or conditions of this agreements shall on the written request of either party served on the other be submitted to arbitration.  Arbitration shall be in accordance with the rules of the American Arbitration Association.  Employer and Employee shall together and in good faith appoint one person to hear and determine the dispute. Notwithstanding the foregoing, Employer and Employee shall be bound in any arbitration by the discovery provisions promulgated under the Federal Rules of Civil Procedure.  The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.

-5-

Section 8.04.  Entire Agreement   This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever.  Each party to this agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreements shall be valid or binding on either party.

Section 8.05.  Modifications  Any modification of this agreement will be effective only if it is in writing and signed by the party to be charged.

Section 8.06.  Effect of Waiver  The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other part shall not be deemed a waiver of that term, covenant, or condition, no shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

Section 8.07.  Partial Invalidity  If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

Section 8.08.  Governing Law   This agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 8.09.  Sums Due Deceased Employee  If Employee dies prior to the expiration of the term of his employment, any sums that may be due him from Employer under this agreement as of the date of death shall be paid to Employee’s executors, administrators, heirs, personal representatives, successors, and assigns.

Dated as of the 1 day of October, 2003.

EMPLOYER:

ZAP	EMPLOYEE:
By: /s/ Steven Schneider	/s/ Renay Cude
	Renay Cude

- -6-

EX-10.31

Exhibit 10.31

CONSULTING AGREEMENT

            This Consulting Agreement  (the  "Consulting Agreement") made as of February 23, 2004, by and between Marlin Financial Group, Inc., 9812 Falls Road, Suite 114-198, Potomac, MD  20854, ("Consultant") and ZAP with offices at 501 Fourth Street
Santa Rosa, CA 95401 (the "Company").

                        WITNESSETH

            WHEREAS, the Company requires and will continue to require consulting services relating to strategic planning, licensing, management, and marketing in connection with its business; and

            WHEREAS, Consultant can provide the Company with strategic planning and marketing consulting services and is desirous of performing such services for the Company; and

            WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company,

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

            1.         APPOINTMENT.

            The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth.

            2.         TERM.

            The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on February 23, 2006, unless earlier terminated in accordance with paragraph 7 herein or extended as agreed to between the parties.

            3.         SERVICES.

            During the term of this Agreement, Consultant shall provide advice to, undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition.  Consultant shall provide at least 20 hours per

month of consulting time.  Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company’s assets, resources, products and services;

(b) The implementation of a domestic and international marketing program to enable the Company to broaden the markets for its services;

(c) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, business acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and

(d) Advice and recommendations regarding including the structure, terms and content of bank loans, institutional   loans and private   debt   funding,  

            4.         DUTIES OF THE COMPANY.

            The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph.  The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services.

            5.         COMPENSATION.

            The Company will immediately issue Consultant 50 class II preferred shares of restricted treasury stock in accordance to rule 144 and 700,000 Class B priced warrants per the plan of reorganization of 2002 at a strike price of$1.07 per share.  The warrants shall have piggyback registration rights and will be included in a preexisting registration statement within the next 9 months. Terms of exercise of such warrants will be limited to no more than 100,000 per month or two hundred thousand per month if the companies stock is trading in excess of 85,000 shares daily volume ten consecutive trading days prior to registration.  In addition, the Company will deliver at it’s sole discretion additional shares of Common Stock that are restricted based on additional duties that the Company may ask Marlin to perform.

The Company may also award additional stock based upon the following milestones to be achieved by Consultant;

1.	Implementation of New Zap Electric Car Dealers either Domestically or Internationally
2.	Implementation of International Financing Program to finance production of Cars
3.	Implementation of Flooring Program
4.	Implementation of Licensing Agreements with International Partners
5.	Implementation of Customer Rebate Processing Department
6.	Closing of a Merger and Acquisition
7.	Closing of a Strategic Alliance

The Company and Consultant will mutually agree on a case-by-case basis, the appropriate award paid to Consultant for achieving the each milestone above.

Consultant in providing the foregoing services shall be reimbursed for any pre-approved out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges.

            6.         REPRESENTATION AND INDEMNIFICATION.

            The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions.  Consultant in the absence of notice in writing from the Company will rely on the continuing accuracy of material, information and data supplied by the Company.  Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

            7.         MISCELLANEOUS.

            Termination:  This Agreement may be terminated by the Company upon written notice to the other Party for any reason, which shall be effective five (5) business days from the date of such notice. If the Company terminates the Agreement for reasons other than material breach then Consultant shall be entitled to any compensation due at the time of Termination.  This Agreement shall be terminated immediately upon written notice for material breach of this Agreement.

            Modification:  This Consulting Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof.  This Consulting Agreement may be amended only in writing signed by both Parties.

            Notices:  Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number, as the Party shall have furnished in writing to the other Party.

            Waiver: Any waiver by either Party of a breach of any provision of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement.  The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement.

            Severability: If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

            Disagreements: Any dispute or other disagreement arising from or out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof.  Arbitration shall occur only in Sonoma County, California.  The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California.  In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).

            IN WITNESS WHEREOF,  this Consulting Agreement has been executed by the

Parties as of the date first above written.

ZAP, Inc.	Marlin Financial Group, Inc.
/s/ Steven Schneider	/s/ Mark Levin
Steven Schneider, CEO	Mark Levin, President

EX-10.32

Exhibit 10.32

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and effective this 13^th day of September 2005, by and between Ricardo Machado (“Consultant”) and ZAP (“Company”).

Now, therefore, Consultant and Company agree as follows:

1.   Engagement.
Company hereby engages Consultant, and Consultant accepts engagement, to provide services to Company, including but not limited to the following areas:  The design, facilitation, sourcing and manufacture of high efficient automobiles.

Consultant agrees to provide written monthly reports to Company.

2.   Term.
Consultant shall provide services to Company pursuant to this Agreement for a term commencing on September 15^th 2005, and ending on September 15^th 2009.  This agreement will have a formal review of services rendered by Consultant on October 4^th 2005. 

3.   Place of Work.
Consultant shall render services primarily at Consultant’s offices, but will, upon request, provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the performance of particular services.

4.    Time.
Consultant’s daily schedule and hours worked under this Agreement on a given day shall generally be subject to Consultant’s discretion.  Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement.

5.    Payment / Compensation.
Company shall pay Consultant 250,000 warrants with an exercise price of $1.20 and 250,000 at $1.50 for services performed pursuant to this Agreement.  Compensation to Consultant will be paid on the following schedule of release:  The intrinsic value release of $160,000 by October 5^TH 2005 and the intrinsic value of $280,00 by December 1^st 2005 and the balance as mutually agreed thereafter.

a)      Consultant shall bear all reasonable expenses, with Company approval in writing needed by Consultant prior to any such expenses that may be reimbursed by the Company as it may relate to the performance of this Agreement.

Ricardo Machado/ZAP                                                                                               1

6.   Covenant Not To Compete.
During the term of this Agreement, Consultant shall not directly or indirectly, either for his own account, or as a partner, shareholder, officer, director, employee, agent or otherwise; own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business the same as or similar to the business conducted by Company.

7.   Confidentiality.
During the term of this Agreement, consultant shall not, without the prior written consent of Company, disclose to anyone any Confidential Information.  “Confidential Information” for the purposes of this Agreement shall include Company’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes and object codes.  Confidential Information shall not include any information that:

A.   Is disclosed by Company without restriction;
B.   Becomes publicly available through no act of Consultant;
C.   Is rightfully received by Consultant from a third party.

8.	Termination.
A.	This Agreement may be terminated by Company as follows:
	i.	If Consultant is unable to provide the consulting services by reason of temporary or permanent illness, disability, incapacity or death.
	ii.	Breach or default of any obligation of Consultant pursuant to the text of this agreement.
	iii.	Breach or default by Consultant of any other material obligation in this Agreement, which breach or default is not cured within five (5) days of written notice from Company.
	iv.	Thirty (30) days notice from the Company.
B.	Consultant may terminate this Agreement as follows:
	i.	Breach or default of any material obligation of Company, which breach or default is not cured within five (5) days of written notice from Consultant.
	ii.	If Company files protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Company, any of the foregoing of which remains undismissed for a period of sixty (60) days.

9.   Independent Contractor.
Consultant is and throughout this Agreement shall be an independent contractor and not an employee, partner or agent of Company.  Consultant acknowledges that it has other

Ricardo Machado/ZAP                                                                                               2

clients.  Consultant uses and has its own tools, office supplies, etc., to perform its duties.  Consultant shall not be entitled to nor receive any benefit normally provided to company’s employees such as, but not limited to, vacation payment, retirement, health care or sick pay.  Company shall not be responsible for withholding income or other taxes from the payments made to Consultant.  Consultant shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to Consultant pursuant to this Agreement.  Consultant will receive a 1099 for its work as an independent contractor, from the Company.  Consultant is responsible for filing a schedule C tax form. Consultant’s tax ID# is _____________________________.

10.   Controlling Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.  All disagreements resulting from said agreement shall be resolved by a mutually agreed upon mediator within said State of California.

11.   Indemnification.
Each party agrees to indemnify, hold harmless and defend the other party from and against all liabilities, obligations, losses, claims, lawsuits, damages, injuries, costs, expenses and other detriments whatsoever, including without limitation, all consequential damages and attorney’s fees, arising out of or incident to the performance under this Independent Contract Agreement by such indemnifying party or its agents of its duties, obligations, or rights hereunder.  The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the expiration or termination of this Independent Contract Agreement.

12.    Headings.
The headings in this Agreement are inserted for convenience only and shall not be used to define, limit or describe the scope of this Agreement or any of the obligations herein.

13.   Final Agreement.
This Agreement constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral.  This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both of the parties.

14.   Notices.
Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service as follows:

Ricardo Machado/ZAP                                                                                               3

                        If to Consultant:

                        Ricardo Mechado
                        Avenida Alexandre Ferriera 391 Lagoa
                        Rio de Janeiro   RJ  22470-22- Brasil

            If to Company:
                        ZAP
                        501 Fourth Street
                        Santa Rosa, CA  95401

15.   Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

Ricardo Machado Consultant

/s/ Richardo Machado              Date: ________________

Steven Schneider for ZAP

/s/ Steven Schneider                 Date: ________________

*Please attach business card of Consultant.

Ricardo Machado/ZAP                                                                                               4

EX-10.33

Exhibit 10.33

INDEPENDENT CONTRACTOR AGREEMENT

This Contractor Agreement (the "Agreement") is made and entered into this 28th day of October 2005 by and between Alan Weiner (herein “Contractor”), located at 7330 Sedona Way, Delray Beach, FL  33446 and ZAP herein (“ZAP”) located at 501 Fourth Street, Santa Rosa, CA 95401.

In consideration of the mutual promise contained herein and on the terms and conditions hereinafter set forth, Contractor and ZAP agree as follows.

1.  CONTRACTOR SERVICES:
a) Marketing Services

2.  DURATION OF PROFILE:
  October 28, 2005 thru October 28, 2006

3.  TERM OF AGREEMENT:  The term of agreement shall commence on the date of signed and delivered contract and shall terminate upon completion of services. Faxed copies of agreement shall constitute actual binding documentation of contract.

4.  COMPENSATION:  In full consideration of the services contained within this agreement, ZAP agrees to compensate contractor 61,728 ZP restricted common shares. The total value of service is $50,000.

5.  Disclaimer of Responsibility Acts of the Client.  Contractor must fully disclose compensation, and potential conflicts on interest to public, in accordance with the Securities Act of 1933, section 17 (b). 

6.  INDEMNIFICATION:
Each party agrees to indemnify, hold harmless and defend the other party from and against all liabilities, obligations, losses, claims, lawsuits, damages, injuries, costs, expenses, and other detriments whatsoever, including without limitation, all consequential damages and attorneys' fees, arising out of or incident to the performance of this Agreement by such indemnifying party or its agents of its duties, obligations, or rights hereunder.  The indemnities and assumptions of liabilities and obligations herein provided shall continue in full force and effect nothwithstanding the expiration of this Agreement.

7.  ENTIRE AGREEMENT:  This agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all prior understandings, agreements and negotiations between parties.

DATED:

/s/ ALAN WEINER                            

ALAN WEINER

/s/ RENAY CUDE                               

RENAY CUDE
CORPORATE SECRETARY FOR ZAP

EX-10.34

Exhibit 10.34

Consulting Agreement

This consulting Agreement (the "Agreement") is made and entered into this 16^th day of November, 2004 by and between Matthias Heinze (herein “Contractor”), and ZAP herein (“ZAP”) located at 501 Fourth Street, Santa Rosa, CA 95401.

In consideration of the mutual promise contained herein and on the terms and conditions hereinafter set forth, Contractor and ZAP agree as follows.

1.  CONSULTING SERVICES:
Contractor hereby agrees to re-negotiate all contracts and transactions related to the Smart Car between ZAP and Thomas Heidemann.

2.  DURATION OF PROFILE:
 November 16, 2004 thru December 31, 2004

3.  TERM OF AGREEMENT:  The term of agreement shall commence on the date of signed and delivered contract and shall terminate upon completion of services. Faxed copies of agreement shall constitute actual binding documentation of contract.

4.  COMPENSATION:  In full consideration of the services contained within this agreement, ZAP    agrees to compensate 100,000 B2 restricted warrants.

5.  Disclaimer of Responsibility Acts of the Client.  Contractor must fully disclose compensation, and potential conflicts on interest to public, in accordance with the Securities Act of 1933, section 17 (b). 

6.  INDEMNIFICATION:
Each party agrees to indemnify, hold harmless and defend the other party from and against all liabilities, obligations, losses, claims, lawsuits, damages, injuries, costs, expenses, and other detriments whatsoever, including without limitation, all consequential damages and attorneys' fees, arising out of or incident to the performance of this Agreement by such indemnifying party or its agents of its duties, obligations, or rights hereunder.  The indemnities and assumptions of liabilities and obligations herein provided shall continue in full force and effect nothwithstanding the expiration of this Agreement.

7.  ENTIRE AGREEMENT:  This agreement constitutes and embodies the entire understanding and agreement of the parties and supersedes and replaces all prior understandings, agreements and negotiations between parties.

DATED: November 16, 2004

/s/ MATTHIAS HEINZE                   

MATTHIAS HEINZE

/s/ RENAY CUDE                               

RENAY CUDE

CORPORATE SECRETARY FOR ZAP

EX-10.35

Exhibit 10.35

[Letterhead]

September 21, 2005

Hand Delivery

Mr. Steven Schneider
Chief Executive Officer
ZAP
501 Fourth Street
Santa Rosa, California 95401

Re:       ZAP v. Daimler Chrylser AG and Other Defendants

Dear Steve:

            Pursuant to our engagement and fee agreement signed September 20, 2005, Browne Woods & George LLP indentifies below those Partners to whom the 750,000 fully-vested Common Stock Purchase Warrants should be issued and their respective Social Security numbers:

Allan Browne	165,000
Edward A. Woods	165,000
Benjamin D. Scheibe	60,000
Peter W. Ross	105,000
Robert B. Broadbelt	37,500
Sylvia P. Lardiere	37,500
Miles Feldman	30,000
Eric M. George	127,500
Michael A. Bowse	22,500
Total	750,000

            Please arrange to issue the Warrants and deliver them to us as provided in Paragraph 1A of the engagement and fee agreement.

Sincerely yours,

/s/ Eric M. George

Eric M. George

EMG/kh

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 4, 2005 relating to the consolidated financial statements, which appears in Zap and Its Subsidiaries’ Annual Report on Form 10-KSB for the year ended December 31, 2004.

/s/    Odenberg, Ullakko, Muranishi & Co. LLP

Odenberg, Ullakko, Muranishi & Co. LLP
San Francisco, California
January 26, 2006