www.eXFILE.com  888.775-4789 --- ZAP FORM 8K


    
      EXHIBIT
10.1

       

      Memorandum
of Understanding for Proposed Manufacturing

      and
Distribution Agreement in Malaysia with ZAP

    

    


    CONFIDENTIAL
AND PROPRIETARY INFORMATION

    Binding
MEMORANDUM OF UNDERSTANDING for proposed Manufacturing

    and
Distribution Agreement in Malaysia with ZAP

    August
17, 2009

     

    The
following is a Memorandum of Understanding with respect to a proposed
transaction between ZAP (“ZAP”), a California incorporated company, with
headquarters at Santa Rosa, California and ETI Tech Corporation
Berhad (“ETI Tech” or “the Company”), headquartered in Kulim, Kedah Darul
Aman, Malaysia.

     

    This
Memorandum of Understanding is intended to provide a framework for final
contract agreement regarding ZAP’s proposed Manufacturing and Distribution
Agreement with ETI Tech (“the Transaction”) and is meant to be binding while
final contract agreement is being completed. Accordingly, all terms under “Fees
and Expenses”, “Confidentiality” and “Governing Law”, are binding while the
companies enter into definitive agreements regarding the subject matter of this
Memorandum of Understanding.

    


    
      
        	
                Parties

              	
                ZAP
      (“ZAP”), headquartered at 501 4th
      Street Santa Rosa CA 95401 USA, was founded in 1994 and listed on NYSE in
      2006. ZAP is a leading global distributor of alternative fuel technology
      vehicles with more than 50 dealers in the US and its vehicles distributed
      in over 75 countries.

                 

                ETI
      Tech Corporation Berhad (“ETI Tech” or “the Company”), headquartered at
      Lot No. 12, Industrial Zone Phase II, Kulim Hi-Tech Park, 09000 Kulim,
      Kedah Darul Aman, Malaysia and listed on the ACE Market (formerly the
      MESDAQ Market of Bursa Malaysia), is principally involved in the research
      and development and commercialization of Polymer Lithium Ion (“PLI”)
      batteries.

                 

                This
      Memorandum of Understanding represents the agreement and understanding
      between ZAP and ETI Tech.

                 

              
	
                Confidentiality

              	
                This
      Memorandum of Understanding, the contents hereof and the parties’
      discussions related hereto shall be kept confidential unless otherwise
      agreed by both parties for press purposes.

                 

              
	
                Deal
      Consideration

              	
                1.
      Zap agreed to incorporate ETI Tech Battery together with the Battery
      Management System (“BMS”) for its current and future electric vehicle
      products in the following order:

                 

                a. Zappy

                b. Zapino

                c. ATV

                d. Others
      to be defined

                 

                2.
      Zap will appoint ETI Tech or ETI Tech identified partner(s) to design and
      produce the above electric vehicle products and incorporate ETI Tech
      Battery together with the BMS into the said products.

                 

                3.
      It is the intention of ZAP and ETI Tech to embark on a Joint Cooperation
      whereby ZAP will distribute ZAP Electric vehicles produced by ETI Tech or
      ETI Tech identified partner(s) in Malaysia and will be the manufacturing
      partner, supplier, and or distributor for the Middle East through Al
      Yousuf Group.

                 

                4.
      Zap will license ETI Tech to develop the “Alias” model of the electric car
      and will appoint ETI Tech as its distributor for Malaysia and Middle East
      with the cooperation of Al Yousuf Group.

                 

              
	
                Fees
      and Expenses

              	
                Each
      party will separately bear its own expenses, in­cluding the fees and
      disbursements of counsel, investment bankers and accountants incurred in
      connection with the transaction contem­plated herein.

                 

              
	
                Representations
      

                and
      Warranties

              	
                Customary
      representations and warranties for a transaction of this kind with full
      disclosure of any contractual obligations Zap or the Company has, as well
      as all subsidiaries, joint ventures or other such agreements that are
      signed, pending or outstanding, that would require Zap or the Company to
      deliver products, designs or perform services in the past, present or in
      the future.

                 

              
	
                Covenants

              	
                Customary
      pre-closing covenants to ensure that during the period between signing and
      closing the Company and ZAP will continue to operate its business in the
      ordinary course, maintaining full confidentiality of this until mutual
      parties agree to disclose the ready to execute contractual agreement for
      this Transaction.

                 

              
	
                Principal
      Conditions

              	
                Conditions
      to closing would include, among other things:

              
	 
      	
                 

                · Any
      required ZAP and the Company’s shareholder approvals for the
      transaction.

              
	 
      	
                 

                · Necessary
      legal regulatory approvals if any, applicable to the Company or
      ZAP

                 

              
	
                Timing

              	
                Time
      is of the essence.  Completion of the definitive agreement,
      if entered into, is anticipated to be no more than ninety (“90”) days
      from the date of this Memorandum of Understanding.

                 

              
	
                Expiration
      Date

                 

              	
                If
      no definitive agreement is presented by ZAP to ETI Tech on
      or before 5:00pm, ninety (“90”) days from signing this Memorandum of
      Understanding, Pacific Standard Time, this Memorandum of Understanding
      shall be considered to lapse and expire without further action unless
      otherwise extended through mutual documented consent, save and except the
      provisions under “Fees and Expenses”, “Confidentiality” and “Governing
      Law”.

                 

              
	
                Governing
      Law

              	
                This
      Memorandum of Understanding shall be governed and construed in accordance
      with the laws of the
California

              


      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
Memorandum of Understanding has been executed by the undersigned as of the date
first written above.

    


     

    
      
        
          
            
              
                	ZAP	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                        /s/
      Steven Schneider

                      	
                        08/17/09

                      	 	
                      	 
	
                        By:
      Steven Schneider

                      	
                        Date

                      	 	
                         

                      	 
	
                        Title:  CEO

                      	 	 	
                         

                      	 


              

            

          

        

      

    

    
 

    
      


       

      
        
          
            
              
                
                  	ETI
      Tech Corporation Berhad	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                          /s/
      Dennis Chuah

                        	
                          08/17/09

                        	 	
                        	 
	
                          By:
      Dennis Chuah

                        	
                          Date

                        	 	
                           

                        	 
	
                          Title:  Director