EXHIBIT 2.1
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                                    AGREEMENT

THIS AGREEMENT made this 8th day of January 2004 by and between Evan Rapoport
located at 101 North Clematis St., Ste. 511, West Palm Beach, Florida, and ZAP
located at 501 4th Street, Santa Rosa, California.

In consideration of the mutual covenants contained herein, it is agreed by and
between the parties as follows:

1a. ZAP shall pay Evan Rapoport a total sum of 100 preferred shares (60 plus 40)
(equivalent to 100,000 common shares of ZAPZ stock) and 935,500 B-2 Restricted
Warrants for any services provided, including, but not limited to, stock
promotion and investor relation services. The value of service received was a
total of $1,040,000.

1b. It is understood that the underlying stock is restricted under Rule 144
guidelines.

The actions to be taken by the parties hereto to close the transaction as
provided shall take place on or before January 8, 2004 at the office of ZAP at
501 Fourth Street, Santa Rosa, CA 95401 hereinafter referred to as the ("Closing
Date"). This Agreement shall be governed in all respects by the laws of the
State of California.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date
and place first above written.

Dated: January 8, 2004

/s/ Evan Rapoport                   /s/ Renay Cude
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Evan Rapoport                       Renay Cude for ZAP