EXHIBIT 2.1
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                 ZAP FLOOR LINE AND DEALER DEVELOPMENT AGREEMENT
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This agreement is between ZAP and/or Voltage Vehicles (ZAP), 501 Fourth Street,
Santa Rosa, Ca. 95401 and Clean Air Motors, LLC (CAMCO) a wholly-owned
subsidiary of Eckhaus Fleet, 2879 Larkin Avenue, Clovis, CA 93612

1.   ZAP hereby retains CAMCO as its non-exclusive agent for the purpose of
     setting up one hundred and fifty (150) qualified Auto Dealers over a period
     of up to six (6) months, to stock and sell all available ZAP product,
     currently available or that become available. ZAP authorizes CAMCO to
     secure Purchase Orders on its behalf.

2.   CAMCO will provide a complete service, from the initial dealer presentation
     (solicitation) through the actual receipt of vehicles and other product,
     invoicing and receiving payment for the vehicles, and payment to ZAP. ZAP
     must approve in writing of each dealer that CAMCO provides.

3.   CAMCO will remain in regular contact with ZAP dealers, acting as the
     de-facto representative of ZAP. CAMCO will follow-up and do all re-supply
     orders from Dealers. ZAP will keep CAMCO informed of new and existing
     product as it becomes available, and CAMCO will keep all ZAP dealers
     informed of such new and existing product as it becomes available, and take
     orders on ZAP's behalf. CAMCO will provide to ZAP weekly progress reports
     detailing all ongoing marketing efforts.

4.   CAMCO will provide to ZAP weekly progress reports detailing all ongoing
     marketing efforts.

5.   As part of this agreement, CAMCO will enlist ZAP dealers and arrange for
     initial Retail Floor Plan Lines for all qualified ZAP dealers totaling
     approximately Forty-five (45) million dollars for the initial one hundred
     and fifty Dealers. Each Dealer would initially purchase a minimum of ten
     (10) to fifteen (15) Smart Cars Americanized by ZAP per Dealer.

     a)   CAMCO will be compensated as follows for the dealers which they sell
          and ZAP approves: a.1) Twenty percent (20%) of the net profit margin
          per car (or other product) as cash payment calculated as the
          difference between the true net cost per unit to ZAP and the wholesale
          price per unit to each dealer. In no case shall this be less than
          $400.00 per vehicle, with one hundred percent (100%) matching shares
          of stock in ZAP and one hundred percent (100%) matching warrants of
          ZAP equal to the aforementioned cash payments paid to CAMCO, and a.2)
          Twenty percent (20%) of the gross amount of cash payment paid by
          dealer that CAMCO enlists to become a ZAP dealer.
     b)   ZAP will be compensated as follows: Eighty percent (80%) of the profit
          margin per car (or other product), from which ZAP will pay any of
          their expenses, including, but not limited to the commissions due
          their designated dealer development sales people. Said employees, if
          retained by ZAP will be trained by CAMCO to initially qualify Dealer
          prospects, and then turn such leads over to CAMCO for final
          determination of Dealers qualifications. b.2) Eighty percent (80%) of
          the gross amount of cash payment paid by dealer that CAMCO enlists to
          become a ZAP dealer. b.3) ZAP will retain one hundred percent (100%)
          of sale revenue on all Auto Dealers not enlisted by CAMCO. b.4) B3


          applies unless dealer requests flooring line with CAMCO or its finance
          affiliate, then on those deals CAMCO gets paid same as 5a above with
          ten percent (10%) instead of twenty percent.

6.   CAMCO shall retain the right to audit ZAP records to determine the true
     cost of all products to ZAP, after quantity and or any other additional
     incentives are paid to ZAP.

7.   CAMCO will provide complete ZAP Dealer Support Services, including but not
     limited to a) Warranty Administration, b) Parts Administration (Smart
     Automobiles LLC will provide the actual parts), and c) any updates that ZAP
     provides to CAMCO for the ZAP dealers.

8.   CAMCO will lease a private office space of sufficient size, as determined
     by both CAMCO and ZAP, in the corporate headquarters of ZAP at 501 Fourth
     Street, Santa Rosa, CA 95401. Rent on said office space shall be $100 per
     month. CAMCO will supply its own CAMCO personnel at no cost to ZAP.

9.   CAMCO agrees to acknowledge and comply with all ZAP trademarks, copyrights,
     patents, design rights and other industrial and intellectual property
     rights used or embodied in the products or the parts and any such rights
     that ZAP may have in the foregoing remain the sole and exclusive property
     of ZAP.

10.  Both parties agree to issue joint press releases announcing the nature of
     this Agreement, with mutual consent on the wording of such press releases.

11.  The term of this Agreement will be for a period of six (6) months from the
     date of signing of this Agreement, and will be renewed for additional
     periods by mutual agreement of ZAP and CAMCO.

12.  This Agreement shall continue in full force until terminated prior to its
     expiration pursuant to the following at the option of the other party: a)
     If either party fails to perform any of the terms, conditions, agreements,
     or covenants in this Agreement; b) In the event either party subsequently
     files a petition in bankruptcy; Notice of termination shall be in writing,
     with thirty (30) days notice; and No other penalties will be associated
     with termination of this AGREEMENT.

13.  Any dispute will be subject to the laws of the state of California and
     arbitrated in Clovis, California, County of Fresno, by an arbitrator
     assigned by the American Arbitration Association. Each Party shall bear its
     own costs and attorneys fees and costs of the Arbitration. No punitive or
     exemplary damages shall be awarded.

The final form of this initial Agreement will be completed within thirty (30)
days of the signing of this Agreement, with all terms and conditions of the
final Agreement to be agreed to by both parties.

This Agreement is agreed to and understood on this 28th day of June, 2004 by the
undersigned:

     ZAP / VOLTAGE VEHICLES               CLEAN AIR MOTORS, LLC

     /s/ Steven Schneider                 /s/ Mark Eckhaus
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     Steven Schneider, CEO                Mark Eckhaus, Chief Executive Manager