EXHIBIT 10.24
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                               SECURITY AGREEMENT
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     THIS SECURITY AGREEMENT (the "Agreement"), made as of January 6, 2005, by
and between ZAP, a California corporation ("Creditor"), and Smart Automobile
LLC, a California Limited Liability Company, and Thomas Heidemann, an individual
(collectively, "Debtor").

                                    RECITAL:

THE OBLIGATIONS OF DEBTOR: (1) UNDER THAT CERTAIN PROMISSORY NOTE DATED JANUARY
6, IN THE PRINCIPAL AMOUNT OF $1,000,000, MADE BY DEBTOR IN FAVOR OF CREDITOR,
AND (2) UNDER THIS SECURITY AGREEMENT ARE COLLECTIVELY REFERRED TO IN THIS
SECURITY AGREEMENT AS THE "SUBJECT OBLIGATIONS."

     IT IS AGREED AS FOLLOWS:

GRANT OF SECURITY INTEREST IN THE COLLATERAL: AS SECURITY FOR THE PERFORMANCE OF
EACH OF THE SUBJECT OBLIGATIONS, DEBTOR HEREBY GRANTS AND ASSIGNS TO CREDITOR A
SECURITY INTEREST IN THE FOLLOWING DESCRIBED COLLATERAL: 30 SMART CAR TESTERS,
AND 30 MULTIPLEXERS (THE "COLLATERAL"), WHICH SECURITY INTEREST SHALL EXTEND TO
ALL THE COLLATERAL NOW OWNED OR HEREAFTER ACQUIRED BY DEBTOR WHICH IS LOCATED AT
ANY AND ALL PRESENT AND FUTURE PLACES OF BUSINESS DEBTOR OPERATES OR WILL
OPERATE UNDER ANY NAME, TOGETHER WITH THE PROCEEDS THEREOF, INCLUDING ALL
ACCOUNTS RECEIVABLE ARISING FROM SALE OF THE COLLATERAL, AND THE INSURANCE
PROCEEDS ARISING FROM DAMAGE THERETO OR LOSS THEREOF.
MAINTENANCE OF THE COLLATERAL: DEBTOR AGREES TO, AND REPRESENTS THAT IT WILL,
USE ITS BEST EFFORTS TO MAINTAIN, PRESERVE AND PROTECT THE COLLATERAL AND TO
MAINTAIN THE COLLATERAL IN GOOD SALEABLE CONDITION AND REPAIR. INSURANCE: DEBTOR
AGREES TO, AND REPRESENTS THAT IT WILL, CAUSE TO BE EFFECTED UPON THE COLLATERAL
FIRE INSURANCE, INCLUDING THE SO-CALLED EXTENDED COVERAGE ENDORSEMENT, SPRINKLER
LEAKAGE INSURANCE, IF APPLICABLE, AND INSURANCE AGAINST ANY OTHER RISKS NORMALLY
INSURED AGAINST BY DEBTOR IN THE AMOUNT OF 100% OF THE REPLACEMENT COST OF THE
COLLATERAL, WITHOUT DEDUCTION FOR DEPRECIATION, WITH PROCEEDS PAYABLE TO
CREDITOR AND DEBTOR AS THEIR INTERESTS MAY APPEAR, SUCH INSURANCE TO BE WITH ONE
OR MORE RESPONSIBLE INSURANCE CARRIERS ACCEPTABLE TO CREDITOR AND LICENSED TO DO
BUSINESS IN THE STATE OF CALIFORNIA. DEBTOR SHALL PROVIDE CREDITOR WITH ONE OR
MORE CERTIFICATES OF SUCH INSURANCE IN FORM AND CONTENT CUSTOMARY IN THE
INDUSTRY AND PROVIDING THAT THE POLICY OR POLICIES WHICH THEY EVIDENCE SHALL BE
NEITHER CANCELLED NOR MATERIALLY CHANGED UNTIL AFTER TEN (10) DAYS' WRITTEN
NOTICE OF SUCH CANCELLATION OR MATERIAL CHANGE TO CREDITOR.
RECORDS OF COLLATERAL; RIGHT TO INSPECT; FINANCIAL STATEMENTS: DEBTOR AGREES, SO
LONG AS ANY OF THE SUBJECT OBLIGATIONS ARE NOT FULLY PERFORMED, TO, AND
REPRESENTS THAT IT WILL, MAINTAIN RECORDS THAT WILL REASONABLY REFLECT AT THE
END OF EACH MONTH WHAT ITEMS OF THE COLLATERAL ARE IN DEBTOR'S POSSESSION AND
SHALL, AT ALL REASONABLE TIMES AS REQUESTED BY CREDITOR, ALLOW CREDITOR TO
EXAMINE SUCH RECORDS. CREDITOR SHALL HAVE THE RIGHT AT SUCH TIME OR TIMES AS MAY
BE REASONABLE UNDER THE CIRCUMSTANCES, AFTER NOTICE TO DEBTOR, TO INSPECT AND
EXAMINE THE COLLATERAL TO CHECK OR TEST THE SAME AS TO QUANTITY, VALUE AND
CONDITION. DEBTOR SHALL PROVIDE TO CREDITOR FINANCIAL STATEMENTS, IN A FORM
ACCEPTABLE TO CREDITOR, RESPECTING DEBTOR. SUCH FINANCIAL STATEMENTS SHALL BE
PROVIDED FOR BOTH THE PERIOD OF EACH FISCAL YEAR OF DEBTOR'S BUSINESS ENDING
AFTER THE DATE OF THIS AGREEMENT AND FOR THE FIRST SIX MONTHS OF EACH SUCH
FISCAL YEAR. EACH FINANCIAL STATEMENT SHALL BE DELIVERED TO CREDITOR WITHIN
FORTY-FIVE (45) DAYS OF THE LAST DAY INCLUDED WITHIN THE COVERAGE OF THE
FINANCIAL STATEMENT.

EVENTS OF DEFAULT:  THE FOLLOWING SHALL BE EVENTS OF DEFAULT:

o    DEBTOR SHALL DEFAULT IN THE PERFORMANCE OF ANY OF THE SUBJECT OBLIGATIONS;
     OR

o    A DECREE OR ORDER BY A COURT HAVING JURISDICTION IN THE PREMISES SHALL BE
     ENTERED ADJUDGING DEBTOR A BANKRUPT OR INSOLVENT, OR APPROVING AS PROPERLY
     FILED A PETITION SEEKING THE REORGANIZATION OF DEBTOR UNDER THE FEDERAL
     BANKRUPTCY LAWS, OR APPOINTING A RECEIVER OR TRUSTEE OR ASSIGNEE IN
     INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF DEBTOR OR THE PROPERTY THEREOF,
     OR FOR THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF DEBTOR, OR IF ANY
     ATTACHMENT OR EXECUTION SHALL BE ISSUED AGAINST ANY PROPERTY OF DEBTOR AND
     SHALL NOT BE RELEASED, STAYED OR VACATED WITHIN THIRTY (30) DAYS AFTER
     ISSUANCE; OR

o    DEBTOR SHALL INSTITUTE PROCEEDINGS TO BE ADJUDICATED A VOLUNTARY BANKRUPT,
     OR SHALL CONSENT TO THE INSTITUTION OF A BANKRUPTCY PROCEEDING AGAINST IT,
     OR SHALL FILE A PETITION OR ANSWER OR CONSENT SEEKING REORGANIZATION OF IT
     OR ITS PROPERTY, OR SHALL MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS,
     OR SHALL ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY
     BECOME DUE; OR

o    DEBTOR SHALL CHANGE ITS NAME OR TRADE NAME OR STYLE AS SET FORTH ON THE
     SIGNATURE PAGE OF THIS SECURITY AGREEMENT WITHOUT OBTAINING THE PRIOR
     WRITTEN CONSENT OF CREDITOR, WHICH SUCH CONSENT SHALL NOT BE UNREASONABLY
     WITHHELD PROVIDED THAT CREDITOR'S SECURITY INTEREST IN THE COLLATERAL IS
     NOT ADVERSELY AFFECTED THEREBY; PROVIDED, HOWEVER, THAT ANY SUCH CHANGE
     WITHOUT CONSENT SHALL NOT BE A DEFAULT IF IT DOES NOT SO ADVERSELY AFFECT
     SAID SECURITY INTEREST; OR

o    DEBTOR SHALL LIQUIDATE OR DISSOLVE OR SELL, LEASE, ASSIGN OR DISPOSE OF A
     SUBSTANTIAL PORTION OF ITS BUSINESS OR ASSETS OR THE COLLATERAL; OR

o    CREDITOR SHALL DEEM ITSELF INSECURE WITH RESPECT TO ANY OF THE SUBJECT
     OBLIGATIONS.

CREDITOR'S RIGHTS UPON DEFAULT - GENERAL: IN THE CASE AN EVENT OF DEFAULT SHALL
ARISE, THEN, OR AT ANY TIME THEREAFTER, CREDITOR SHALL BE ENTITLED, AT ITS
OPTION, TO DECLARE DEBTOR IN DEFAULT AND TO DECLARE IMMEDIATELY DUE AND PAYABLE
EACH AND ALL OF THE SUBJECT OBLIGATIONS, INCLUDING INSTALLMENTS NOT OTHERWISE
PAYABLE AND ALL INTEREST AND FINANCE CHARGES ACCRUED THEREON, WITHOUT
PRESENTATION, DEMAND, PROTEST OR NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY
WAIVED BY DEBTOR, AND EACH SAID OBLIGATION SHALL THEREUPON BE FORTHWITH DUE AND
PAYABLE, AND CREDITOR SHALL THEREUPON IMMEDIATELY BE ENTITLED TO ENFORCE FULL
PAYMENT OF SAID OBLIGATIONS AND TO EXERCISE ANY AND ALL OF THE RIGHTS AND
REMEDIES GRANTED BY LAW, INCLUDING BUT NOT LIMITED TO ALL RIGHTS AND REMEDIES OF
A SECURED PARTY UNDER THE COMMERCIAL CODE OF THE STATES OF CALIFORNIA. CREDITOR
SHALL HAVE THE RIGHT TO ENFORCE ANY ONE OR MORE OF THE REMEDIES UNDER THIS
AGREEMENT SUCCESSIVELY OR CONCURRENTLY, AND ANY SUCH ACTION SHALL NOT STOP OR
PREVENT CREDITOR FROM PURSUING ANY FURTHER REMEDY WHICH IT MAY HAVE HEREUNDER OR
UNDER LAW. CREDITOR'S RIGHTS UPON DEFAULT - INVENTORY COLLATERAL: IN ADDITION TO
THE RIGHTS OF CREDITOR SET FORTH IN PARAGRAPH 6 HEREOF, CREDITOR SHALL HAVE,
WITH RESPECT TO THE COLLATERAL WHICH IS INVENTORY, THE RIGHTS SET FORTH IN THIS
PARAGRAPH 7. UPON ANY OF THE EVENTS OF DEFAULT ENUMERATED IN PARAGRAPH 5,
CREDITOR MAY TAKE IMMEDIATE AND FULL POSSESSION AND CONTROL OF THE COLLATERAL,
OR ANY PORTION THEREOF, AND FOR THAT PURPOSE MAY PURSUE THE SAME WHEREVER IT MAY
BE FOUND; AND, TO THAT END, MAY ENTER THE PREMISES OF DEBTOR WHERE SUCH
COLLATERAL MAY BE OR WHERE CREDITOR REASONABLY BELIEVES SUCH COLLATERAL MAY BE,
AND MAY TAKE POSSESSION OF AND KEEP AND STORE THE COLLATERAL ON SUCH PREMISES
UNTIL SOLD (AND DEBTOR AGREES NOT TO CHARGE CREDITOR FOR STORAGE OF SUCH
COLLATERAL PENDING THE SALE OR DISPOSITION THEREOF, PROVIDED SUCH PERIOD OF
STORAGE SHALL NOT EXCEED THIRTY [30] DAYS); AND, TO THAT END, MAY PLACE A
CUSTODIAN IN EXCLUSIVE, JOINT OR PARTIAL CHARGE THEREOF AND EXCLUDE DEBTOR
THEREFROM; AND MAY REMOVE, KEEP OR SELL AND DISPOSE OF SUCH COLLATERAL OR ANY
PART THEREOF AT PUBLIC OR PRIVATE SALE, IN LOTS OR IN BULK, FOR CASH OR ON
CREDIT, ALL AS CREDITOR IN ITS SOLE DISCRETION SHALL DETERMINE SO LONG AS
CREDITOR SHALL NOT ACT IN A MANIFESTLY UNREASONABLE MANNER. CREDITOR SHALL HAVE
THE RIGHT TO PURCHASE ANY PORTION OF THE COLLATERAL AT ANY SUCH SALE. THE
PROCEEDS OF SUCH SALE SHALL BE FIRST APPLIED TO THE COSTS AND EXPENSE (INCLUDING
SALESMEN'S COMMISSIONS, ATTORNEYS' FEES AND LEGAL EXPENSES, ACCOUNTANTS' FEES,
AND OTHER EXPENSES INCURRED IN THE TRACING OR THE DETERMINATION OF THE ORIGIN OR
NATURE OF PROCEEDS IN DEBTOR'S POSSESSION OR CONTROL AT THE TIME OF DECLARATION
OF DEFAULT) OF LOCATING, SEGREGATING, TAKING, MOVING, KEEPING, ADVERTISING AND
SELLING SAID COLLATERAL, INCLUDING THE PAYMENT AND DISCHARGE OF ANY PRIOR LIENS
THEREON. THE REMAINDER OF SAID PROCEEDS SHALL BE APPLIED TO THE SATISFACTION OF
THE SUBJECT OBLIGATIONS, AND ANY EXCESS SHALL BE RETURNED TO DEBTOR. CREDITOR
SHALL HAVE THE RIGHT TO EXERCISE ANY AND ALL REMEDIES OF A SECURED PARTY UNDER
THE UNIFORM COMMERCIAL CODE OF THE STATE OF CALIFORNIA. CREDITOR SHALL HAVE THE
RIGHT TO ENFORCE ANY ONE OR MORE OF THE REMEDIES UNDER THIS AGREEMENT
SUCCESSIVELY OR CONCURRENTLY, AND ANY SUCH ACTION SHALL NOT STOP OR PREVENT
CREDITOR FROM PURSUING ANY FURTHER REMEDY WHICH IT MAY HAVE HEREUNDER OR UNDER
LAW. ATTORNEYS' FEES; COSTS OF COLLECTION: IF AN EVENT OF DEFAULT HEREUNDER
SHALL OCCUR AND NOT BE CURED (TO THE EXTENT CURE IS ALLOWED BY THIS AGREEMENT),
DEBTOR SHALL PAY TO CREDITOR THE REASONABLE COSTS AND EXPENSES OF ENFORCEMENT OF
THE SUBJECT OBLIGATIONS, INCLUDING REASONABLE COMPENSATION TO THE ATTORNEYS FOR
CREDITOR FOR ALL SERVICES REASONABLY INCURRED IN THAT CONNECTION. NOTICES: ALL
NOTICES GIVEN IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING. SERVICE OF
SUCH NOTICES SHALL BE DEEMED COMPLETE 72 HOURS AFTER DEPOSIT IN THE UNITED
STATES MAIL, CERTIFIED OR REGISTERED MAIL, FIRST CLASS POSTAGE PREPAID,
ADDRESSED AS FOLLOWS:

o    IF TO CREDITOR: ZAP, ATTN: STEVEN SCHNEIDER, CEO, 501 FOURTH STREET, SANTA
     ROSA, CALIFORNIA 95401.

o    IF TO DEBTOR: SMART AUTOMOBILE, LLC, ATTN: THOMAS HEIDEMANN, 2530 BIRCH
     STREET, SANTA ANA, CA 92707.


ASSIGNMENT: CREDITOR SHALL HAVE THE RIGHT TO ASSIGN ANY OR ALL OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT. DEBTOR SHALL NOT HAVE THE RIGHT TO ASSIGN ITS
RIGHTS HEREUNDER WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF CREDITOR.
SUCCESSORS; EXERCISE OF REMEDIES; INVALIDITY: THE PROVISIONS OF THIS AGREEMENT
SHALL INURE TO AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF THE
PARTIES HERETO. NO FAILURE TO EXERCISE, OR DELAY IN EXERCISING, ANY RIGHT, POWER
OR REMEDY SHALL IMPAIR ANY RIGHT, POWER OR REMEDY, OR BE CONSTRUED TO BE A
WAIVER OF ANY SUCH RIGHT, POWER OR REMEDY, OR AN ACQUIESCENCE IN ANY BREACH OR
DEFAULT HEREUNDER; NOR SHALL ANY WAIVER OF ANY DEFAULT HEREUNDER BE DEEMED A
WAIVER OF ANY DEFAULT OR BREACH SUBSEQUENTLY OCCURRING. THE RIGHTS AND REMEDIES
HEREIN SPECIFIED ARE CUMULATIVE, IN ADDITION TO, AND NOT EXCLUSIVE OF ANY RIGHTS
OR REMEDIES WHICH CREDITOR WOULD HAVE UNDER LAW. IF ANY PROVISION OF THIS
AGREEMENT OR OF ANY DOCUMENT CONTEMPLATED HEREBY SHALL BE INVALID OR
UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT IMPAIR THE VALIDITY
OR ENFORCEABILITY OF ANY OTHER PROVISION. EFFECT OF HEADINGS: THE HEADINGS WHICH
PRECEDE CERTAIN OF THE PARAGRAPHS OF THIS SECURITY AGREEMENT ARE ONLY FOR
CONVENIENCE IN READING AND REFERRING TO THIS AGREEMENT, AND SUCH HEADINGS ARE
NOT INTENDED TO CHANGE THE MEANING OF ANY OF THE PARAGRAPHS HEREIN.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
personally or by agents or officers thereunto duly authorized.


ZAP, a California corporation              Smart Automobile, a California
                                           limited liability company



By:  /s/ Steven Schneider                  By: /s/ Thomas Heidman
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         Steven Schneider                          Thomas Heidemann
Title:   CEO                               Title:  President




     "Creditor"                                "Debtor"