WWW.EXFILE.COM, INC. -- 888-775-4789 -- ZAP -- EXHIBIT 10.1 TO FORM 8-K


     

    EXHIBIT
      10.1

    
 

    REGULATION
      S SECURITIES PURCHASE AGREEMENT

     

    This
      Regulation S Securities Purchase Agreement (“the Agreement”) is made as
      of November 5, 2007 by and between ZAP, a California corporation (the
“Company”), the address of which is 501 Fourth Street, Santa Rosa
      California 95401, and Al Yousuf LLC, a United Arab Emirates limited liability
      company, the address of which is P.O. Box 25, Dubai, United Arab Emirates (the
      “Purchaser”). The Company and the Purchaser, intending to be bound and
      for good and valuable consideration, the receipt and sufficiency of which is
      hereby acknowledged, covenant and agree as follows:

    


    ARTICLE
      I

     

    PURCHASE,
      SALE AND TERMS OF SHARES

     

    
      	
              1.1.  

            	
              Purchase
                and Sale.  At the Closing (as defined in Section 1.2), the
                Company agrees to sell to the Purchaser in an offshore transaction
                negotiated outside the U.S. and to be consummated and closed outside
                the
                U.S. and, in consideration of and in express reliance upon the
                representations, warranties, covenants, terms and conditions of this
                Agreement, the Purchaser agrees to purchase, subject to the conditions
                hereinafter set forth, 5,813,954 shares of the Company’s common stock (the
                “Shares”) and warrants for the Purchaser to purchase an additional
                1,744,186 shares of the Company’s common stock in accordance with the
                terms and conditions of a warrant, the form of which is attached
                hereto as
                Exhibit A (the “Warrant”, the shares underlying the Warrant,
                the “Warrant Shares”, and collectively with the Shares, the
                “Securities”), which Warrant shall be executed and delivered by an
                authorized officer of the Company on the date hereof. The purchase
                price
                shall be Five Million Dollars ($5,000,000 USD) (“Purchase Price”).
                Subject to the terms and conditions of this Agreement, the Company
                has
                authorized the sale and issuance to the Purchaser of the Securities
                (the
                “Issuance”). This is a binding, irrevocable commitment to purchase
                the Securities in an exempt transaction subject to Regulation
                S.

            


    

     

    
      	
              1.2.  

            	
              Closing.
                The closing of the Issuance to the Purchaser (the “Closing”) shall
                take place simultaneously with the execution and delivery of this
                Agreement at the offices of the Purchaser. At the Closing, the Company
                shall deliver to the Purchaser the Agreement duly executed by the
                Company,
                against receipt by the Company of a check or wire transfer in an
                aggregate
                amount equal to the Purchase Price and the Agreement duly executed
                by the
                Purchaser. The wire transfer shall be sent pursuant to the following
                instructions:

            


    

     

    
      
        	
                 

              	
                Richardson
                  & Patel LLP  

              	 
	 	
                Client
                  Trust Account 

              	 
	 	
                Bank
                  Name:

              	
                Comerica
                  Bank of California 

              
	 	 	
                Westwood
                  Office 

              
	 	 	
                10900
                  Wilshire Boulevard 

              
	 	 	
                Los
                  Angeles, California 90024 

              
	 	 	
                Telephone:

              	
                800-888-3595

              
	 	 	
                ABA
                  Number:

              	
                121137522

              
	 	 	
                ACCT.
                  Number:

              	
                1891937581

              


      

      


      
        
           

        

        
          -
            1
            -

          
            

          

        

        
           

        

      

      
        	 	
                Beneficiary: 

              	
                 

              	
                Richardson
                  & Patel LLP

              
	 	 	
                 

              	
                Client
                  Trust Account 

              
	
                 

              	
                
                  Re:

                

              	
                 

              	
                Client
                  Name: ZAP

              


      

       

    

    
      	
              1.3.  

            	
              Representations
                by the Purchaser.  The Purchaser makes the following
                representations and warranties to the
                Company:

            


    

     

    
      	
              A.  

            	
              Access
                to Information The Purchaser, in making the decision to purchase the
                Securities, has relied upon the representations and warranties contained
                in this Agreement as well as independent investigations made by it
                and/or
                its representatives, if any.  The Purchaser and/or its
                representatives during the course of this transaction, and prior
                to the
                purchase of the Securities, has had the opportunity to ask questions
                of
                and receive answers from the management of the Company concerning
                the
                business of the Company and to receive any additional information,
                documents, records and books relative to the business, assets, financial
                condition, results of operations and liabilities (contingent or otherwise)
                of the Company.  The Purchaser has carefully reviewed all
                filings of the Company with the United States Securities and Exchange
                Commission.

            


    

     

    
      	
              B.  

            	
              Sophistication
                and Knowledge. The Purchaser and/or its representatives has such
                knowledge and experience in financial and business matters that it
                can
                represent itself and is capable of evaluating the merits and risks
                of the
                purchase of the Securities.  The Purchaser is not relying on the
                Company with respect to the tax and other economic considerations
                of an
                investment in the Securities, and the Purchaser has relied on the
                advice
                of, or has consulted with, only the Purchaser's own advisor(s). The
                Purchaser represents that it has not been organized for the purpose
                of
                acquiring the Securities.

            


    

     

    
      	
              C.  

            	
              Lack
                of Liquidity.  The Purchaser acknowledges that the purchase
                of the Securities involves a high degree of risk and further acknowledges
                that it can bear the economic risk of the purchase of the Securities,
                including the total loss of its investment.  The Purchaser
                acknowledges and understands that the Securities may not be sold
                to a U.S.
                Person (as hereinafter defined) or into the United States for a period
                of
                one (1) year from the date of purchase and that the Purchaser has
                no
                present need for liquidity in connection with its purchase of the
                Securities.  The Purchaser shall comply in all respects with US
                federal and state securities laws, particularly with respect to any
                resale
                of the Securities in any transaction subject to United States
                jurisdiction.

            


    

     

    
      	
              D.  

            	
              No
                Public Solicitation.  The Purchaser is not subscribing for
                the Securities as a result of or subsequent to any advertisement,
                article,
                notice or other communication published in any newspaper, magazine
                or
                similar media or broadcast over television or radio, or presented
                at any
                seminar or meeting, or any solicitation of a subscription by a person
                not
                previously known to the Purchaser in connection with investments
                in
                securities generally.  Neither the Company nor the Purchaser has
                engaged in any ‘Directed Selling Efforts in the U.S.’ as defined in
                

            


    

    
       

      
        
           

        

        
          -
            2
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                Regulation
                  S promulgated by the Securities and Exchange Commission (“SEC”) pursuant
                  to The Securities Act of 1933 (the “Securities
                  Act”).

              


      

       

    

    
      	
              E.  

            	
              Authority.  The
                Purchaser has full right and power to enter into and perform pursuant
                to
                this Agreement and make an investment in the Company, and this Agreement
                constitutes the Purchaser’s valid and legally binding obligation,
                enforceable in accordance with its terms. The Purchaser is authorized
                and
                otherwise duly qualified to purchase and hold the Securities and
                to enter
                into this Agreement.  This Agreement, and the transactions
                contemplated hereby, has been duly approved by the governing body
                of the
                Purchaser.  No other corporate proceedings on the part of the
                Purchaser are necessary to authorize the execution and delivery of
                this
                Agreement or the consummation by the Purchaser of the transactions
                contemplated hereby.  This Agreement has been duly executed and
                delivered by the Purchaser.

            


    

     

    
      	
              F.  

            	
              Brokers
                or Finders.  No person has or will have, as a result of the
                transactions contemplated by this Agreement, any right, interest
                or valid
                claim against or upon the Company for any commission, fee or other
                compensation as a finder or broker because of any act or omission
                by the
                Purchaser or its respective agents.

            


    

     

    
      	
              G.  

            	
              Requirements
                for Transfer.  After the Securities have been fully paid
                for, the Company shall not be required to transfer the Securities
                unless
                (i) the transferee certifies that he, she or it is not a U.S. Person,
                as
                defined in Regulation S, if such transfer is requested prior to one
                year
                from the date the Securities were fully paid for, (ii) such transfer
                complies in all respects with all applicable US federal and state
                securities laws and (iii) the Purchaser has paid the Company the
                Purchase
                Price.  The Purchaser shall provide an opinion of counsel if
                requested.

            


    

     

    
      	
              H.  

            	
              Compliance
                with Local Laws. Any resale of the Securities during the ‘distribution
                compliance period’ as defined in Rule 902(f) to Regulation S shall only be
                made in compliance with exemptions from registration afforded by
                Regulation S.  Further, any such sale of the Securities in any
                jurisdiction outside of the United States will be made in compliance
                with
                the securities laws of such jurisdiction.  The Purchaser will
                not offer to sell or sell the Securities in any jurisdiction unless
                the
                Purchaser obtains all required consents, if any, and has complied
                with all
                applicable laws.

            


    

     

    
      	
              I.  

            	
              Regulation
                S Exemption.  The Purchaser understands that the Securities
                are being offered and sold to it in reliance on an exemption from
                the
                registration requirements of United States federal and state securities
                laws under Regulation S promulgated under the Securities Act and
                that the
                Company is relying upon the truth and accuracy of the representations,
                warranties, agreements, acknowledgments and understandings of the
                Purchaser set forth herein in order to determine the applicability
                of such
                exemptions and the suitability of the Purchaser to acquire the
                Securities.  In this regard, the Purchaser represents, warrants
                and agrees that:

            


    

     

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    

    
      	
              a.      

            	
              The
                Purchaser is not a U.S. Person (as defined in Regulation S) and is
                not an
                affiliate (as defined in Rule 501(b) under the Securities Act) of
                the
                Company.

            


    

     

    
      	
              b.      

            	
              At
                the time of the origination of contact concerning this Agreement
                and the
                date of the execution and delivery of this Agreement, the Purchaser
                was
                outside of the United States.

            


    

     

    
      	
              c.      

            	
              The
                Purchaser will not, during the period commencing on the date of issuance
                of the Shares and/or the Warrant Shares and ending on the first
                anniversary of such date, or such shorter period as may be permitted
                by
                Regulation S or other applicable securities law (the “Restricted Period”),
                offer, sell, pledge or otherwise transfer the Shares and/or the Warrant
                Shares in the United States, or to a U.S. Person for the account
                or for
                the benefit of a U.S. Person, or otherwise in a manner that is not
                in
                compliance with Regulation S.

            


    

     

    
      	
              d.      

            	
              The
                Purchaser will, after expiration of the Restricted Period, offer,
                sell,
                pledge or otherwise transfer the Shares and/or the Warrant Shares
                only
                pursuant to registration under the Securities Act or an available
                exemption therefrom and, in accordance with all applicable federal,
                state
                and foreign securities laws.

            


    

     

    
      	
              e.      

            	
              Neither
                the Purchaser nor any person acting on its behalf has engaged in,
                and
                prior to the expiration of the Restricted Period will engage in,
                any short
                selling of or any hedging transaction with respect to the Securities,
                including without limitation, any put, call or other option transaction,
                option writing or equity swap.

            


    

     

    
      	
              f.      

            	
              Neither
                the Purchaser nor or any person acting on its behalf has engaged,
                nor will
                engage, in any directed selling efforts to a U.S. Person with respect
                to
                the Securities and the Purchaser and any person acting on its behalf
                have
                complied and will comply with the “offering restrictions” requirements of
                Regulation S under the Securities
                Act.

            


    

     

    
      	
              g.      

            	
              The
                transactions contemplated by this Agreement have not been pre-arranged
                with a buyer located in the United States or with a U.S. Person,
                and are
                not part of a plan or scheme to evade the registration requirements
                of the
                Securities Act.

            


    

     

    
      	
              h.      

            	
              Neither
                the Purchaser nor any person acting on its behalf has undertaken
                or
                carried out any activity for the purpose of, or that could reasonably
                be
                expected to have the effect of, conditioning the market in the United
                States, its territories or possessions, for any of the
                Securities.  The Purchaser agrees not to cause any advertisement
                of the Securities to be published in any newspaper or periodical
                or posted
                in any public place and 

            


    

    
       

      
        
           

        

        
          -
            4
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                not
                  to issue any circular relating to the Securities, except such
                  advertisements that include the statements required by Regulation
                  S under
                  the Securities Act, and only offshore and not in the U.S. or its
                  territories, and only in compliance with any federal, state and
                  local
                  applicable securities laws.

              


      

       

    

    
      	
              i.      

            	
              Each
                certificate representing the Shares and/or the Warrant Shares shall
                be
                endorsed with the following legends, in addition to any other legend
                required to be placed thereon by applicable federal or state securities
                laws:

            


    

     

    (A)  “THE
      SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN
      REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

     

    (B)  “THE
      SHARES REPRESENTED HEREBY HAVE BEEN ISSUED TO INVESTORS WHO ARE NOT U.S. PERSONS
      (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
      SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S
      PROMULGATED UNDER THE SECURITIES ACT.”

     

    (C)  “TRANSFER
      OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SUCURITIES ACT, OR PURSUANT
      TO
      AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
      BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

     

    
      	
              j.      

            	
              The
                Purchaser consents to, and the Company shall, make a notation on
                its
                records and give instructions to any transfer agent of the Company
                in
                order to implement the restrictions on transfer of the Securities
                set
                forth in this Article 1.3.

            


    

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to the Purchaser as follows, which
      representations and warranties shall be true and correct in all material
      respects on the effective date hereof:

     

    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    

    
      	
              2.1  

            	
              Organization.
                The Company is duly organized, validly existing and in good standing
                under
                the laws of the State of California and is qualified to conduct its
                business as a foreign corporation in each jurisdiction where the
                failure
                to be so qualified would have a material adverse effect on the
                Company.

            


    

    


    
      	
              2.2  

            	
              Authorization.
                The Company has full legal right, power and capacity to enter into
                this
                Agreement and perform its obligations hereunder and
                thereunder.  Upon execution and delivery of this Agreement by
                the parties hereto and thereto, this Agreement shall constitute the
                valid
                and binding obligation of the Company, enforceable against it in
                accordance with their respective terms, except as enforceability
                may be
                limited by bankruptcy, insolvency, reorganization, moratorium or
                other
                similar laws affecting the enforcement of creditor rights generally
                and by
                general equitable principles. This Agreement, and the transactions
                contemplated hereby, has been duly approved by the Board of Directors
                of
                the Company.  No other corporate proceedings on the part of the
                Company are necessary to authorize the execution and delivery of
                this
                Agreement or the consummation by the Company of the transactions
                contemplated hereby.  This Agreement has been duly executed and
                delivered by the Company.  Neither the Company nor any of its
                subsidiaries is in violation of any of the provisions of their respective
                certificate of incorporation, bylaws or equivalent organizational
                documents in any material respect.

            


    

    


    
      	
              2.3  

            	
              Outstanding
                Stock. All issued and outstanding shares of capital stock of the
                Company and each of its subsidiaries have been duly authorized and
                validly
                issued and are fully paid and nonassessable. The Securities, upon
                issuance, are, or will be, free and clear of any security interests,
                liens, claims or other encumbrances, subject to restrictions upon
                transfer
                under the Securities Act of 1933, as amended (the “Act”) and any
                applicable state securities laws; have been, or will be, duly and
                validly
                authorized and on the date of issuance, validly issued, fully paid
                and
                nonassessable; and will not subject the holders thereof to personal
                liability by reason of being such holders. As of September 30, 2007,
                the authorized capital of the Company consisted of (i) 200,000,000
                shares
                of common stock, no par value, of which 49,470,529 shares were issued
                and
                outstanding and 64,375,263 shares were reserved for issuance pursuant
                to
                the exercise of outstanding options to purchase common stock, warrant
                or
                convertible notes and (ii) 50,000,000 shares of preferred stock,
                no par
                value, of which no shares are issued and outstanding.  Except
                with respect to the Securities or as set forth above or disclosed
                in the
                Company SEC Reports, there are no outstanding options, warrants,
                subscriptions, calls, convertible securities or other rights, agreements,
                arrangements or commitments (contingent or otherwise) (including
                any right
                of conversion or exchange under any outstanding security, instrument
                or
                other agreement) obligating the Company or any of its direct or indirect
                subsidiaries to issue, deliver or sell, or cause to be issued, delivered
                or sold, any shares or obligating them to grant, extend or enter
                into any
                such agreement or commitment.  Except as disclosed in the
                Company SEC Reports, there are no outstanding contractual obligations
                of
                the Company or any of its direct or indirect subsidiaries to repurchase,
                redeem or otherwise acquire any shares or make any investment (in
                the form
                of a loan, 

            


    

    
      


      
        
           

        

        
          -
            6
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                capital
                  contribution or otherwise) in any other person other than a subsidiary
                  of
                  the Company.

              


      

       

    

    
      	
              2.4  

            	
              Listing.
                The Company’s common stock is quoted on the OTC Bulletin Board under the
                symbol “ZAAP”. The Company has not received any oral or written notice
                that its common stock is not eligible nor will become ineligible
                for
                quotation on the OTC Bulletin Board nor that its common does not
                meet all
                requirements for the continuation of such quotation and the Company
                satisfies and as of the Closing, the Company will satisfy all the
                requirements for the continued quotation of its common stock on the
                OTC
                Bulletin Board.

            


    

    


    
      	
              2.5  

            	
              No
                Public Solicitation.  Neither the Company, nor any of its
                affiliates, nor to its knowledge, any person acting on its or their
                behalf, has engaged in any form of general solicitation or general
                advertising in connection with the Securities, including any
                advertisement, article, notice or other communication published in
                any
                newspaper, magazine or similar media or broadcast over television
                or
                radio, or seminar or meeting. 

            


    

    


    
      	
              2.6  

            	
              Non-contravention.   The
                execution, delivery and performance of this Agreement by the Company:
                (i)
                does not violate or conflict with any provisions of the certificate
                of
                incorporation or bylaws of the Company or any of its subsidiaries,
                (ii)
                does not conflict with or constitute a violation of any applicable
                law,
                order, injunction, regulation or ruling of any governmental authority
                applicable to the Company or any of its subsidiaries or by which
                the
                Company or any of its subsidiaries or any of their respective properties
                or assets are bound, and (iii) does not, either alone or with the
                giving
                of notice or the passage of time, or both, violate, conflict with,
                or
                accelerate the performance required by, any agreement, note, license,
                franchise, permit or other instrument to which the Company or any
                of its
                subsidiaries is a party and will not result in the creation or imposition
                of (or the obligation to create or impose) any lien on any of the
                Company's or any of its subsidiaries'
                assets.

            


    

    


    
      	
              2.7  

            	
              SEC
                Reports; Financial Statements.

            


    

    


    
      	
              A.  

            	
              During
                the period from January 1, 2005 through the date hereof, the Company
                has
                filed with the SEC all forms, statements, reports and documents (including
                all exhibits, post-effective amendments and supplements thereto)
                required
                to be filed by it under each of the Securities Act and the Exchange
                Act
                (collectively, the “Company SEC Reports”), all of which complied when
                filed in all material respects with all applicable requirements of
                the
                appropriate act and the rules and regulations
                thereunder.

            


    

     

    
      	
              B.  

            	
              Except
                as noted in any subsequent Company SEC Report filed with the SEC
                prior to
                the date hereof, each of the consolidated financial statements included
                in
                the Company SEC Reports, together with the related notes and schedules
                (collectively, the “Company Financial Statements”), has been prepared in
                accordance with U.S. generally accepted accounting principles (“GAAP”)
                applied 

            


    

    
       

      
        
           

        

        
          -
            7
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                on
                  a consistent basis, and fairly presents the consolidated financial
                  position of the Company and its subsidiaries as of the respective
                  dates
                  thereof and the results of their operations and cash flow for the
                  periods
                  then ended, subject, in the case of unaudited interim financial
                  statements, to normal year-end adjustments (none of which the Company
                  reasonably believes are or will be material in amount) and the
                  omission of
                  footnotes.

              


      

       

    

    
      	
              C.  

            	
              The
                Company SEC Reports filed with the SEC prior to the date hereof do
                not
                contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements made therein not
                misleading.

            


    

     

    
      	
              2.8  

            	
              Absence
                of Undisclosed Liabilities.  Neither the Company nor any of
                its subsidiaries had, at September 30, 2007 or has, as of the date
                hereof,
                any liabilities or obligations, except for (a) liabilities reflected
                in
                Company SEC Reports filed prior to the date hereof, (b) current
                liabilities which were incurred after September 30, 2007 in the ordinary
                course of business and consistent with past practice, (c) liabilities
                which are of a nature not required to be reflected in the Company
                Financial Statements in accordance with GAAP consistently applied
                and
                which were incurred in the ordinary course of business and (d) other
                liabilities in an aggregate amount not exceeding Five Hundred Thousand
                Dollars ($500,000 USD).

            


    

    


    
      	
              2.9  

            	
              Absence
                of Certain Changes or Events. Except as disclosed in the Company SEC
                Reports, during the period from September 30, 2007 to the date hereof,
                the
                business of the Company and its subsidiaries has been conducted in
                the
                ordinary course consistent with past practice and there has not been
                any
                event, occurrence or development that has had, or could reasonably
                be
                expected to have, individually or in the aggregate, a material adverse
                effect.

            


    

    


    
      	
              2.10  

            	
              Insurance.  The
                Company and each of its subsidiaries has in effect insurance coverage,
                including directors and officers' liability insurance, with reputable
                insurers which, in respect of amounts, premiums, types and risks
                insured,
                constitutes reasonably adequate coverage against all risks customarily
                insured against by companies comparable in size and operations to
                the
                Company and its subsidiaries.  Neither the Company nor any of
                its subsidiaries has received any notice of cancellation of any insurance
                policy or binder currently in
                effect.

            


    

    


    ARTICLE
      III

    COVENANTS
      AND CONDITIONS OF THE COMPANY

     

                 The
      Company shall comply with the following covenants:

     

    
      	
              3.1  

            	
              Operations.  From
                and after the date hereof through the date that is two years from
                the date
                hereof, the Company will comply with the reporting requirements of
                the
                Securities Exchange Act of 1934, as
                amended.

            


    

     

    
      
         

      

      
        -
          8
          -

        
          

        

      

      
         

      

    

    
      	
              3.2  

            	
              Share
                Registry; Removal of Legend.  Subject to the terms and
                conditions set forth in this Agreement, the Purchaser may resell
                the
                Shares at any time.  The Company shall record the ownership of
                such Shares in book entry form or otherwise as permitted by the Company’s
                transfer agent, and shall remove the restrictive Regulation S legend
                after
                the Distribution Compliance Period or as permitted under applicable
                federal and state securities laws and
                regulations.

            


    

     

    ARTICLE
      IV

    CONDITIONS
      TO THE COMPANY'S OBLIGATION TO SELL

     

    
      	
              4.1  

            	
              Closing
                Date.  The obligation of the Company hereunder to issue and
                sell the Securities to the Purchaser at the Closing is subject to
                the
                satisfaction, at or before the Closing Date, of each of the following
                conditions, provided that these conditions are for the Company's
                sole
                benefit and may be waived by the Company at any time in its sole
                discretion by providing the Investor with prior written notice
                thereof:

            


    

     

    
      	
               

            	
              A.

            	
              The
                Purchaser shall have executed the Agreement and delivered the same
                to the
                Company.

            


    

     

    
      	
               

            	
              B.

            	
              The
                Purchaser shall have delivered to the Company the Purchase Price
                for the
                Securities at the Closing by check or by wire transfer of immediately
                available funds pursuant to the wire instructions provided by the
                Company.

            


    

     

    
      	
               

            	
              C.

            	
              The
                representations and warranties of the Purchaser shall be true and
                correct
                in all material respects as of the date when made and as of the Closing
                Date as though made at that time (except for representations and
                warranties that speak as of a specific date), and the Purchaser shall
                have
                performed, satisfied and complied in all material respects with the
                covenants, agreements and conditions required by this Agreement to
                be
                performed, satisfied or complied with by the Purchaser at or prior
                to the
                Closing Date.

            


    

     

    ARTICLE
      V

    CONDITIONS
      TO PURCHASER'S OBLIGATION TO PURCHASE

     

    
      	
              5.1  

            	
              Closing
                Date.  The obligation of the Purchaser hereunder to purchase
                the Securities at the Closing is subject to the satisfaction, at
                or before
                the Closing Date, of each of the following conditions, provided that
                these
                conditions are for the Purchaser's sole benefit and may be waived
                by the
                Purchaser at any time in its sole discretion by providing the Company
                with
                prior written notice thereof:

            


    

     

    
      	
               

            	
              A.

            	
              The
                Company shall have executed and delivered to the Investor (A) the
                Agreement, (B) stock certificates representing the Shares at the
                Closing
                pursuant to this Agreement, and (C) the Warrant at the Closing
                pursuant to this Agreement.

            


    

     

    
      	
               

            	
              B.

            	
              The
                representations and warranties of the Company shall be true and correct
                as
                of the date when made and as of the Closing Date as though made at
                that
                time (except for representations and warranties that speak as of
                a
                specific date) and the 

            


    

    
       

      
        
           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                 

              	
                Company
                  shall have performed, satisfied and complied in all respects with
                  the
                  covenants, agreements and conditions required by the Agreement
                  to be
                  performed, satisfied or complied with by the Company at or prior
                  to the
                  Closing Date.

              


      

       

    

    
      	
               

            	
              C.

            	
              The
                board of directors of the Company shall have resolved to appoint
                one new
                director to be nominated by the Purchaser upon the
                Closing.

            


    

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    
      	
              6.1  

            	
              No
                Waiver; Cumulative Remedies.  No failure or delay on the
                part of any party to this Agreement in exercising any right, power
                or
                remedy hereunder shall operate as a waiver thereof; nor shall any
                single
                or partial exercise of any such right, power or remedy preclude any
                other
                or further exercise thereof or the exercise of any other right, power
                or
                remedy hereunder.  The remedies herein provided are cumulative
                and not exclusive of any remedies provided by
                law.

            


    

     

    
      	
              6.2  

            	
              Amendments,
                Waivers and Consents.  Any provision in the Agreement to the
                contrary notwithstanding, and except as hereinafter provided, changes
                in,
                termination or amendments of or additions to this Agreement may be
                made,
                and compliance with any covenant or provision set forth herein may
                be
                omitted or waived, if the Company shall obtain consent thereto in
                writing
                from the Purchaser.  Any waiver or consent may be given subject
                to satisfaction of conditions stated therein and any waiver or consent
                shall be effective only in the specific instance and for the specific
                purpose for which given.

            


    

     

    
      	
              6.3  

            	
              Addresses
                for Notices.  All notices, requests, demands and other
                communications provided for hereunder shall be in writing (including
                telegraphic communication) and delivered to each applicable party
                via any
                reputable international courier service at the address first above
                written
                in respect of the Company and at Mezzanine Floor, Yamaha Showroom,
                Sheikh
                Zayed Road, Dubai United Arab Emirates in respect of the Purchaser
                or at
                such other address as to which either party may inform the other
                party in
                writing in compliance with the terms of this Article.  All such
                notices, requests, demands and other communications shall be considered
                to
                be effective on the scheduled delivery
                date.

            


    

     

    
      	
              6.4  

            	
              Costs,
                Expenses and Taxes. All parties to bear their own costs, expenses and
                taxes in connection with the transactions contemplated
                hereby.

            


    

     

    
      	
              6.5  

            	
              Effectiveness;
                Binding Effect; Assignment.  This Agreement shall be binding
                upon and inure to the benefit of the Company, the Purchaser and their
                respective successors and assigns.  The Purchaser may assign all
                or any part of its rights and obligations hereunder to any person
                who
                acquires or sells any Shares owned by the Purchaser subject to the
                conditions of this Agreement.  The Company hereby consents to
                any such assignment provided the sale complies with the terms of
                this
                Agreement.

            


    

     

    
      
         

      

      
        -
          10
          -

        
          

        

      

      
         

      

    

    
      	
              6.6  

            	
              Prior
                Agreements.  This Agreement constitute the entire agreement
                between the parties and supersede any prior understandings or agreements
                concerning the subject matter
                hereof.

            


    

     

    
      	
              6.7  

            	
              Severability.  The
                provisions of this Agreement are severable and, in the event that
                any
                court of competent jurisdiction shall determine that any one or more
                of
                the provisions or part of a provision contained therein shall, for
                any
                reason, be held to be invalid, illegal or unenforceable in any respect,
                such invalidity, illegality or unenforceability shall not affect
                any other
                provision or part of a provision of this Agreement and the terms
                of the
                Securities shall be reformed and construed as if such invalid or
                illegal
                or unenforceable provision, or part of a provision, had never been
                contained herein, and such provisions or part reformed so that it
                would be
                valid, legal and enforceable to the maximum extent
                possible.

            


    

     

    
      	
              6.8  

            	
              Governing
                Law; Venue.

            


    

     

    
      	
              A.  

            	
              This
                Agreement shall be enforced, governed and construed in accordance
                with the
                laws the State of California or federal securities law where applicable
                without giving effect to choice of laws principles or conflict of
                laws
                provisions. The Purchaser and the Company (i) agree that any legal
                suit,
                action or proceeding arising out of or relating to this Agreement
                shall be
                instituted exclusively in the federal courts located in Los Angeles,
                California, U.S.A., (ii) waives any objection to the venue of any
                such
                suit, action or proceeding and the right to assert that such forum
                is not
                a convenient forum, and (iii) irrevocably consents to the jurisdiction
                of
                the federal courts located in Los Angeles, California, U.S.A. in
                any such
                suit, action or proceeding, and the Purchaser and the Company further
                agree to accept and acknowledge service or any and all process that
                may be
                served in any such suit, action or proceeding in the federal courts
                located in Los Angeles, California, U.S.A. in person or by certified
                mail
                addressed as first above written.

            


    

     

    
      	
              B.  

            	
              The
                Purchaser and the Company hereby waive, and agree not to assert against
                each other, or any successor assignee thereof, by way of motion,
                as a
                defense, or otherwise, in any such suit, action or proceeding, (i)
                any
                claim that the Purchaser is not personally subject to the jurisdiction
                of
                the above-named court, and (ii) to the extent permitted by applicable
                law,
                any claim that such suit, action or proceeding is brought in an
                inconvenient forum or that the venue of any such suit, action or
                proceeding is improper or that this Agreement may not be enforced
                in or by
                such court.

            


    

     

    
      	
              3.2.  

            	
              Headings.  Article,
                section and subsection headings in this Agreement are included herein
                for
                convenience of reference only and shall not constitute a part of
                this
                Agreement for any other purpose.

            


    

     

    
      	
              3.3.  

            	
              Survival
                of Representations and Warranties.  All representations and
                warranties made in this Agreement, the Securities, or any other instrument
                or document delivered in

            


    

    
       

      
        
           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      

      
        	
                 

              	
                connection
                  herewith or therewith, shall survive the execution and delivery
                  hereof or
                  thereof for a period of one year.

              


      

       

    

    
      	
              3.4.  

            	
              Counterparts.  This
                Agreement may be executed in any number of counterparts, all of which
                taken together shall constitute one and the same instrument, and
                any of
                the parties hereto may execute this Agreement by signing any such
                counterpart.

            


    

     

    
      	
              3.5.  

            	
              Further
                Assurances.  From and after the date of this Agreement, upon
                the request of the Purchaser or the Company, the Company and the
                Purchaser
                shall execute and deliver such instruments, documents and other writings
                as may be reasonably necessary or desirable to confirm and carry
                out and
                to effectuate fully the intent and purposes of the Agreement and
                the
                Securities.

            


    

     

    [Signature
      Page Follows]

    
 

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        -
          12
          -

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Regulation S Securities
      Purchase Agreement to be executed as of the date first above
      written.

     

     

    
      	
              COMPANY: 

               

              
                ZAP

                 

                By:
                  _________________________  

                Name: Steven
                  M. Schneider

                Title:
                  Chief Executive Officer 

              

            	
              PURCHASER: 

               

              
                AL
                  YOUSUF LLC

                 

                 

                By: _______________________

                Name:

                Title:

              

            


    

                                                                  


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        -
          13
          -

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        -
          14
          -