exhibit_4-2.htm


    
      

    

    EXHIBIT
4.2

     

    

    EVCARCO.INC

    


    


    September
26, 2008

    


    


    CONFIDENTIAL

    


    


    Ron
Maxwell

    CEO

    RONN
MOTOR COMPANY

    4305
FM 2147

    W.
Cottonwood Shores, TX 78657

    


    Via Email: ronn@ronnmotors.com

    


                               Re:             Memorandum of
Understanding(MOU)

    


    Mr.
Maxwell:

    


                               This
is a letter to confirm the information and understanding per the conversation on
Monday October 27th 2008 by
and between EVCARCO.INC, a Nevada Corporation (hereafter “EVCC”) and its
partners, and RONN MOTOR COMPANY a Delaware Corporation (hereafter “RMC”) and
Ronn Maxwell, for the development of New Car Franchise Dealership agreements for
RMC products. Listed below are the initial cities for exclusive retail sales and
service of RMC products.

    


    
      	
               
      

            	
              1.

            	
              Purpose: The
      purpose of this letter is to declare the intent of EVCC to include the
      Scorpion and all other models manufactured products of RMC, to its retail
      sales and service dealerships. EVCC and RMC will execute a separate
      definitive Franchise agreement for the venture with specific terms. The
      general terms and conditions set forth in this MOU will govern the
      contract terms and conditions of the Definitive Franchise
      Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Project
      Timing and Scope: EVCC and RMC will finalize due diligence for the
      Definitive Agreement within 30 days of this signed MOU
      agreement.

            


    

    



    
      
         


      

      
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              3.

            	
              Responsibilities
      of RMC: RMC
      will be responsible for production and wholesale delivery of their
      production car Scorpion and future production models at wholesale prices
      to EVCC dealership locations. RMC will also provide thru a contracted
      distributor the H2GO system to EVCC and allow them to install and retail
      the unit thru there Retail Dealerships service
  Departments.

            


    

    


    
      	
               
      

            	
              4.

            	
              Responsibilities
      of EVCC: EVCC will
      establish Retail Dealerships, showrooms, service centers and processes and
      procedures for the displaying, servicing and sales of RMC models. EVCC
      will maintain sales and service records to provide to RMC as required per
      agreement. EVCC with work with RMC for the marketing of all models as
      necessary.

            


    

    


    
      	
               
      

            	
              5.

            	
              Venture
      Terms: EVCC will sign a Franchise Dealer Agreement with RMC for the
      following cities to include but not limited to: Dallas TX, Ft Worth TX,
      Austin TX, San Antonio TX, Houston TX, Oklahoma City OK, Tulsa OK, San
      Diego CA, Sacramento CA, Palm Springs CA, Las Vegas NV, Phoenix/Scottsdale
      AZ, Atlanta GA, Naples FL, and W. Palm Beach FL. EVCC would entertain a
      Stock/Shares exchange with RMC. A discussion of current orders in which
      RMC has taken deposits, EVCC would be agreeable to completing the
      deliveries of those existing clients for an agreed upon
    fee.

            


    

    


    
      	
               
      

            	
              6.

            	
              Non-Circumvention:
      EVCC and RMC will not circumvent or enter into talks or negotiations with
      any strategic alliances or affiliates introduced through these
      negotiations. EVCC and RMC will not divulge privileged or sensitive
      information with any other parties without the formal consent of the
      respective companies. Such information will be held confident for period
      of (2) years from the date of this
MOU.

            


    

    


    
      	
               
      

            	
              7.

            	
              Entirety:
      The MOU contains an understanding and agreement between both parties
      hereto and their affiliates with respect to its subject matter and
      supersedes all prior agreements, representations warranties and
      understandings of both parties (whether written or
  oral).

            


    

    


    INTENTIONALY LEFT
BLANK

    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
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    SIGNATURE
PAGE

    


    


    


    


    


    


    EVCARCO,
INC

    


    


    /s/Dale
Long

      
        

      

    

     CEO                                           Date:
9/26/ 2008

    


    


    


    


    


    RONN
MOTOR COMPANY

    


    


    


    /s/Ronn
Maxwell

      
 

     CEO                                           Date:
9/26/2008

    
 

     

     

    

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