exhibit_4-1.htm


    
      

    
EXHIBIT
4.1

    

    EVCARCO.INC

    


    April
20th,
2009

    


    CONFIDENTIAL

    


    


    ST
Tripathi

    CEO

    Electric
City Motor North America

    10355
S. Progress Way

    Parker,
CO 80134

    


    Via Email:
st@electricmotors.com

    


                               Re:             Memorandum of
Understanding(MOU)

    


    Mr.
Tripathi:

    


                               This
is a letter to confirm the information and understanding per the conversation
and emails in April 2009 between EVCARCO, INC (hereafter “EVCC”) and its
partners, and Electric City Motors North America (hereafter “ECM”) and ST
Tripathi, for the development of New Car Franchise Dealership agreements with
ECM 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
      Current and all other models manufactured products of ECM, to its retail
      sales and service dealerships. EVCC and ECM 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 ECM will finalize due diligence for the
      Definitive Agreement within 10 business days of this signed MOU
      agreement.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Responsibilities
      of ECM: ECM
      will be responsible for production and wholesale delivery of their
      production car Current and future production models at wholesale prices to
      EVCC dealership locations (minimum of 4 production models within next 180
      days). ECM will also provide thru a contracted distributor the charging
      stations system to EVCC and allow them to install and retail the unit thru
      there Retail Dealerships service
Departments.

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                4.

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

              


      

       

      
        	
                 
      

              	
                5.

              	
                Venture
      Terms: EVCC will sign a Franchise Dealer Agreement with ECM for the
      following cities to include but not limited to: Ft Worth TX, for a
      territory fee of $100,000.00,Dallas TX, Austin TX, San Antonio TX, for a
      territory fee of $75,000.00 each, 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, for a territory fee of
      $50,000.00 each. EVCC will have first right of refusal on these
      areas/territories and have 30 days in which to execute it rights. EVCC
      will deposit 50% of fee in escrow, at signing a performance contract and
      the remaining 50% 3 business days of contract compliance to
      ECM.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Non-Circumvention:
      EVCC and ECM will not circumvent or enter into talks or negotiations with
      any strategic alliances or affiliates introduced through these
      negotiations. EVCC and ECM 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
      supersede all prior agreements, representations warranties and
      understandings of both parties (whether written or
  oral).

              


      

If the
terms and conditions of this MOU are acceptable, please sign and return to us a
copy of this MOU so that we can move forward from here.

    


    Very
truly yours,

     

    
      
        
          	 	 	Accepted and Agreed
      by:	 
	
                  /s/  Dale
      Long 

                	 	 	
                  /s/  ST
    Tripathi

                	 
	
                  CEO 

                	 	 	
                  CEO

                	 
	
                  EVCARCO.INC  

                	 	 	
                  Electric
      City Motors

                	 


        

      

    

     

     

     

     

     

    
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