EXHIBIT
10.52




Senior
Note Payable to Al Yousuf LLC





THIS
SENIOR CONVERTIBLE NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY
NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE
AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (I) MAY BE PLEDGED OR
HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN LOAN OR OTHER FINANCING
SECURED BY SUCH SECURITIES AND (II) MAY BE TRANSFERRED OR ASSIGNED TO AN
AFFILIATE OF THE HOLDER HEREOF WITHOUT THE NECESSITY OF AN OPINION OF COUNSEL OR
THE CONSENT OF THE ISSUER HEREOF.





THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL
PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN
BELOW.





ZAP





SENIOR
CONVERTIBLE NOTE





Issue
Date: May 8, 2008 US$475,000





FOR VALUE RECEIVED, ZAP, a
California corporation (the “Company”),
hereby promises to pay to the order of AL YOUSUF LLC, a United Arab Emirates
limited liability company, or its permitted successors or assigns (the “Holder”),
the sum of Four Hundred Seventy-Five Thousand U.S. Dollars (US$475,000.00) in
same day funds (the “Principal”,
on or before the date that is the six (6) month anniversary of the Issue Date
(the “Maturity
Date”).  The Holder may convert the principal of and interest
accrued on this Senior Convertible Note (the “Note”)
into shares (the “Conversion
Shares”) of the Company’s common stock, no par value (the “Common
Stock”), on the terms set forth herein.








The Company has issued this Note
pursuant to a Note Purchase Agreement, dated as of the date hereof (the “Note Purchase
Agreement”).





The following terms shall apply to this
Note:





1. DEFINITIONS.  All
terms not specifically defined in this Section 1, shall have the respective meanings set
forth in this Note.





“Business
Day” means any day other than a Saturday, a Sunday or a day on which the
Principal Market is closed or on which banks in the City of New York are
required or authorized by law to be closed.





“Change of
Control” means the existence or occurrence of any of the following: (a)
the sale, conveyance or disposition of all or substantially all of the assets of
the Company; (b) the effectuation of a transaction or series of transactions in
which more than fifty percent (50%) of the voting power of the Company is
disposed of; (c) the consolidation, merger or other business combination of the
Company with or into any other entity, immediately following which the prior
stockholders of the Company fail to own, directly or indirectly, at least fifty
percent (50%) of the surviving entity; (d) a transaction or series of
transactions in which any Person or group acquires more than fifty percent (50%)
of the voting equity of the Company; or (e) the Continuing Directors do not at
any time constitute at least a majority of the Board of Directors of the
Company.





“Continuing
Director” means, at any date, a member of the Company’s Board of
Directors (i) who was a member of such board on the date of the Note Purchase
Agreement or (ii) who was nominated or elected by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election or whose election to the Company’s Board of Directors was recommended
or endorsed by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or such lesser number
comprising a majority of a nominating committee if authority for such
nominations or elections has been delegated to a nominating committee whose
authority and composition have been approved by at least a majority of the
directors who were Continuing Directors at the time such committee was
formed.





“Conversion
Price” means, as of any date, an amount in U.S. dollars equal to ninety
percent (90.00%) of the VWAP on such date (or, if such date is not a Trading
Day, the Trading Day immediately preceding such date).





“Default Interest
Rate” means the lower of twelve (12%) and the maximum rate permitted by
applicable law or by the applicable rules or regulations of any governmental
agency or of any stock exchange or other self-regulatory organization having
jurisdiction over the Company or the trading of its securities.





“Event of
Default” means the occurrence of any of the following
events:





(i)
            a
      Liquidation Event occurs or is publicly
  announced;








(ii)
            the
      Company fails to make any payment of principal or interest on this Note in
      full as and when such payment is due, and such payment remains unpaid for
      five (5) Business Days following written notice thereof from the
      Holder;





(iii)
            other
      than a breach described in clause (ii) above, the Company breaches any
      material term or condition of this Note, and such breach continues for a
      period of five (5) Business Days following written notice thereof to the
      Company from the Holder (for purposes of this clause (iii), the Company’s
      failure to convert this Note and deliver the shares due upon conversion in
      accordance herewith shall, without limitation, be deemed to be a breach of
      a material term or condition of this
Note);





(iv)
            any
      representation or warranty made by the Company in this Note or the Note
      Purchase Agreement was inaccurate or misleading in any material respect as
      of the date such representation or warranty was made;
  or





(v)
            a
      default occurs or is declared, or any amounts are accelerated, under or
      with respect to any instrument that evidences debt of the Company or any
      of its Subsidiaries in a principal amount exceeding Twenty Five Thousand
      U.S. Dollars (US$25,000).





“Issue
Date” means the date first set forth above, and the same date as the Note
Purchase Agreement.





“Liquidation
Event” means the (i) institution of any insolvency or bankruptcy
proceedings, or any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relative to the Company or any Subsidiary
of the Company; or (ii) the dissolution or other winding up of the Company or
any Subsidiary of the Company, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy proceedings; or (iii) any assignment for
the benefit of creditors or any marshalling of the material assets or material
liabilities of the Company or any Subsidiary of the Company.





“Mandatory
Redemption Price” means one hundred and twenty percent (120%) of (A) the
unpaid principal amount of this Note being redeemed plus (B) all accrued and
unpaid Interest (including default interest).





“Principal
Market” means the principal exchange, market or quotation system on which
the Common Stock is listed, traded or quoted.





“Securities
Act” means the Securities Act of 1933, as amended.





“Subsidiary”
of a Person means (i) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such







Person
and one or more of its subsidiaries or (ii) any other form of business
organization (other than a corporation) in which such Person, one or more of its
subsidiaries, or such Person and one or more of its subsidiaries, directly or
indirectly, at the date of determination thereof, own at least a majority
ownership interest.





“Trading
Day” means a Business Day on which shares of Common Stock are purchased
and sold on the Principal Market.





“VWAP” on a
Trading Day means the volume weighted average price of the Common Stock for such
Trading Day on the Principal Market as reported by Bloomberg Financial Markets
or, if Bloomberg Financial Markets is not then reporting such prices, by a
comparable reporting service of national reputation selected by the Holder and
reasonably satisfactory to the Company.  If VWAP cannot be calculated
for the Common Stock on such Trading Day on the foregoing bases, then the
Company shall submit such calculation to an independent investment banking firm
of national reputation reasonably acceptable to the Holder and shall cause such
investment banking firm to perform such determination and notify the Company and
the Holder of the results of determination no later than two (2) Business Days
from the time such calculation was submitted to it by the
Company.  All such determinations shall be appropriately adjusted for
any stock dividend, stock split, reverse stock split or other similar
transaction during such period.





All definitions contained in this Note
are equally applicable to the singular and plural forms of the terms
defined.  The words “hereof,” “herein” and “hereunder” and words of
similar import refer to this Note as a whole and not to any particular provision
of this Note.  Any capitalized term used but not defined herein has
the meaning specified in the Note Purchase Agreement.





2. PAYMENT OF PRINCIPAL AND
INTEREST.  On the Maturity Date, the Company shall pay to the
Holder an amount in cash representing all outstanding Principal, accrued and
unpaid Interest, if any, and accrued and unpaid Late Charges, if any, on such
Principal and Interest.  The Company may prepay in cash, in whole, or
from time to time, in part any Principal, Interest or Late Charges.





During
the term of this Note, Interest shall accrue, commencing on the Issue Date, on
outstanding Principal at an interest rate equal to the greater of (i) six
percent (6%) per annum (the “Interest”)
and (ii) 6 month LIBOR plus two hundred and fifty (250) basis points per
annum.  Interest shall be calculated on the basis of a 365-day year
and the actual number of days elapsed, to the extent permitted by applicable
law.





If the Company shall fail to make any
payment of Principal or Interest on this Note in accordance herewith, additional
interest (a “Late
Charge”) shall accrue on such unpaid Principal and Interest at a rate per
annum equal to the lesser of twelve percent (12%) and the maximum rate permitted
by applicable law.








3. CONVERSION.





(a)  Right to
Convert.  The Holder shall have the right, at any time, and
from time to time to convert all or any part of the outstanding and unpaid
principal and interest accrued but unpaid hereon amount of this Note, into such
number of duly authorized, validly issued, fully paid and non-assessable
Conversion Shares as is determined in accordance with the terms hereof (a “Conversion”).  The
Company may not refuse any conversion request by the Holder for any reason or no
reason unless and until the Company obtains an injunction and posts bond with
respect thereto.





(b)  Conversion
Notice.  In order to convert principal of (and, if the Holder
so elects, Interest accrued on) this Note, the Holder shall send by facsimile
transmission (followed by a telephonic or email confirmation that such facsimile
was sent), at any time prior to 5:00 p.m., New York City time, on the Business
Day on which the Holder wishes to effect such Conversion (the “Conversion
Date”), a properly completed notice of conversion to the Company, in the
form set forth on Annex
I hereto, stating the amount of principal (and accrued Interest and any
other amounts, if applicable) to be converted and a calculation of the number of
shares of Common Stock issuable upon such Conversion (a “Conversion
Notice”).  Subject to Section 5(d), the Conversion Notice shall also
state the name or names (with address) in which the shares of Common Stock that
are issuable on such Conversion shall be issued.  The Holder shall not
be required to physically surrender this Note to the Company in order to effect
a Conversion for less than the Principal then outstanding.  The
Company shall maintain a record showing, at any given time, the unpaid principal
amount of this Note and the date of each Conversion or other payment of
principal hereof.  In the case of a dispute as to the number of
Conversion Shares issuable upon a Conversion, the Company shall promptly issue
to the Holder the number of Conversion Shares that are not disputed, the Company
and the Holder shall provide each other with their respective calculations, and
the Company shall submit the disputed calculations to a certified public
accounting firm of national recognition (other than the Company’s independent
accountants) within two (2) Business Days following the later of the date on
which the Holder delivers its calculations to the Company and the receipt of the
Holder’s Conversion Notice.  The Company shall use its best efforts to
cause such accountants to calculate the Conversion Price as provided herein and
to notify the Company and the Holder of the results in writing no later than two
(2) Business Days following the day on which such accountant received the
disputed calculations (the “Dispute
Procedure”).  Such accountant’s calculation shall be deemed
conclusive absent manifest error.  The fees of any such accountant
shall be borne by the party whose calculations are most at variance with those
of such accountant.





(c)  Number of Conversion Shares;
Reduction of Principal and Interest.  The number of Conversion
Shares to be delivered by the Company pursuant to a Conversion shall be equal to
the principal amount of this Note being converted (together, if the Holder so
elects, with accrued and unpaid Interest and any other accrued and unpaid
amounts on this Note), divided by the Conversion Price in effect on the
Conversion Date.  Upon the valid delivery of the Conversion Shares by
the Company, the amounts subject to such Conversion shall be credited towards
the principal amount of this Note (and, if the Holder has so elected, such
Interest and amounts).








(d)  Delivery of Common Stock
Upon Conversion.  Upon receipt of a Conversion Notice, the
Company shall, no later than the close of business on the sixth (6th) Business
Day following the Conversion Date set forth in such Conversion Notice (the
“Delivery
Date”), issue and deliver or cause to be delivered to the Holder the
number of Conversion Shares determined pursuant to Section 3(c) above, provided, however, that any Conversion
Shares that are the subject of a Dispute Procedure shall be delivered no later
than the close of business on the sixth (6th) Business Day following the
determination made pursuant thereto.  The Company shall effect
delivery of Conversion Shares to the Holder no later than the close of business
on such Delivery Date, by delivering to the Holder or its nominee physical
certificates representing such Conversion Shares.  If any Conversion
would result in a fractional Conversion Share being issuable, such fractional
Conversion Share shall be disregarded and the number of Conversion Shares
issuable upon such Conversion, in the aggregate, shall be the nearest whole
number of Conversion Shares.  Conversion Shares delivered to the
Holder shall not contain any restrictive legend, except that in the event the
Conversion Shares constitute “restricted securities” within the meaning of Rule
144 under the Securities Act, the Conversion shares may, until such shares
qualify for resale pursuant to Rule144(b) under the Securities Act, contain a
legend stating that the Conversion Shares have not been registered under the
Securities Act.





4. EVENTS OF DEFAULT; MANDATORY
REDEMPTION.





(a)  Mandatory
Redemption.  In the event that an Event of Default or a Change
of Control occurs, the Holder shall have the right, upon written notice to the
Company (a “Mandatory
Redemption Notice”), to have all or any portion of the unpaid principal
amount of this Note, plus all accrued and unpaid Interest (including default
interest, if any), redeemed by the Company (a “Mandatory
Redemption”) at the Mandatory Redemption Price in same day
funds.  The Mandatory Redemption Notice shall specify the effective
date of such Mandatory Redemption (the “Mandatory
Redemption Date”), which date must be at least two (2) Business Days
following the Business Day on which the Mandatory Redemption Notice is delivered
to the Company, and the amount of principal and interest (and other amounts, if
any) to be redeemed.  In order to effect a Mandatory Redemption
hereunder, the Holder must deliver a Mandatory Redemption Notice no later than,
in the case of an Event of Default, the close of business on the third (3rd)
Business Day following the date on which an Event of Default is no longer
continuing and, with respect to a Change of Control, the close of business on
the third (3rd) Business Day following the date on which the Change of Control
is completed.  The Company agrees to provide prompt notice of each
Event of Default and Change of Control to the Holder.





(b)  Payment of Mandatory
Redemption Price.





(i)  The
Company shall pay the Mandatory Redemption Price to the Holder on the Mandatory
Redemption Date.  In the event that the Company redeems the entire
remaining unpaid principal amount of this Note, all accrued and unpaid Interest
and any other amounts due hereunder, and pays such amount







to the
Holder in cash, the Holder shall return this Note to the Company for
cancellation.





(ii)  If the
Company fails to pay the Mandatory Redemption Price to the Holder on Mandatory
Redemption Date, the Holder shall be entitled to interest thereon at the Default
Interest Rate from the Mandatory Redemption Date until the date on which
Mandatory Redemption Price has been paid in full.





5. MISCELLANEOUS.





(a)  Failure to Exercise Rights
not Waiver.  No failure or delay on the part of the Company or
the Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude any other or further exercise
thereof.  All rights and remedies of the Company and the Holder
hereunder are cumulative and not exclusive of any rights or remedies otherwise
available.  In the event that the Company does not pay any amount
under this Note when such amount becomes due, the Company shall bear all costs
incurred by the Holder in collecting such amount, including without limitation
reasonable legal fees and expenses.





(b)  Notices.  Any
notice, demand or request required or permitted to be given by the Company or
the Holder pursuant to the terms of this Note shall be in writing and shall be
deemed delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:





If to the Company:





ZAP


501 Fourth Street


Santa Rosa, California
95401


Attn:  Steven
Schneider


Tel:     (707)
525-8658


Fax:     (707)
525-8692





with a copy (which shall not
constitute notice) to:





Richardson & Patel,
LLP


Murdock Plaza


10900 Wilshire Blvd.


Suite 500


Los Angeles, CA 90024


Attn:   Mark Y.
Abdou







Tel:     (310)
208-1182


Fax:     (310)
208-1154





If to the Holder:





Al Yousuf, LLC


Mezzanine Floor


Yamaha Showroom


Sheikh Zayed Road


Dubai, United Arab
Emirates


Attention: Iqbal al
Yousuf


Tel:     +971.4.339.0000


Fax:     +971.4.339.5544





with a copy (which shall not
constitute notice) to:





Dewey & LeBoeuf LLP


Suites 102-104, Level 1


The Gate Village Building
4


Dubai International Financial
Centre


PO Box 506675


Dubai, United Arab
Emirates


Attn:   John Eric
Podgore


Tel:     +971.4.425.6323


Fax:     +971.4.425.6301





or as
shall be designated by the Company or the Holder in writing to the other parties
hereto in accordance this Section 5(b).





(c)  Amendments and
Waivers.  No amendment, modification or other change to, or
waiver of any provision of, this Note or any other Note may be made unless such
amendment, modification or change, or request for waiver, is (A) set forth in
writing and is signed by the Company and (B) consented to in writing signed by
the parties identified herein.  Upon the satisfaction of the
conditions described in (A) and (B) above, this Note shall be deemed to
incorporate any amendment, modification, change or waiver effected thereby as of
the effective date thereof.





(d)  Transfer of
Note.  The Holder may sell, transfer or otherwise dispose of
all or any part of this Note (including without limitation pursuant to a pledge)
to any person or entity as long as such sale, transfer or disposition is the
subject of an effective registration statement under the Securities Act and
applicable state securities laws, or is exempt from registration thereunder, and
is otherwise made in accordance with the applicable provisions of the Note
Purchase Agreement.  From and after the date of any such sale,
transfer or disposition, the transferee hereof shall be deemed to be the holder
of a Note in the principal amount acquired by such transferee, and the Company
shall, as promptly as practicable, issue and deliver to such transferee a new
Note identical in all







respects
to this Note, in the name of such transferee.  The Company shall be
entitled to treat the original Holder as the holder of this entire Note unless
and until it receives written notice of the sale, transfer or disposition
hereof.





(e)  Lost or Stolen
Note.  Upon receipt by the Company of evidence of the loss,
theft, destruction or mutilation of this Note, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the Note, if mutilated, the Company shall
execute and deliver to the Holder a new Note identical in all respects to this
Note.





(f)  Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
and to be performed entirely within the State of California.





(g)  Successors and
Assigns.  The terms and conditions of this Note shall inure to
the benefit of and be binding upon the respective successors (whether by merger
or otherwise) and permitted assigns of the Company and the
Holder.  The Company may not assign its rights or obligations under
this Note except as specifically required or permitted pursuant to the terms
hereof.





(h)  Usury. This Note is
subject to the express condition that at no time shall the Company be obligated
or required to pay interest hereunder at a rate which could subject the Holder
to either civil or criminal liability as a result of being in excess of the
maximum interest rate which the Company is permitted by applicable law to
contract or agree to pay.  If by the terms of this Note, the Company
is at any time required or obligated to pay interest hereunder at a rate in
excess of such maximum rate, the rate of interest under this Note shall be
deemed to be immediately reduced to such maximum rate and the interest payable
shall be computed at such maximum rate and all prior interest payments in excess
of such maximum rate shall be applied and shall be deemed to have been payments
in reduction of the principal balance of this Note.








[The Remainder of
This Page Intentionally Left Blank; Signature Page Follows]








IN WITNESS WHEREOF, the
Company has caused this Note to be signed in its name by its duly authorized
officer on the date first above written.





ZAPBy:
              /s/  Steven
      SchneiderName:  Steven
      SchneiderTitle:
      Chief Executive Officer










ANNEX
I





NOTICE
OF CONVERSION





The
undersigned hereby elects to convert certain amounts of the Senior Convertible
Note (the “Note”)
issued by ZAP (the “Company”)
into shares of common stock (“Common
Stock”) of the Company according to the terms and conditions of the
Note.  Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Note.










Date
      of Conversion:Principal
      Amount of
              Note
      to be Converted:Amount
      of Interest
              and
      Other Amounts
              to
      be Converted (if any):Number
      of Shares of
              Common
      Stock to be Issued:Name of
      Holder:Address:Signature:Name:
              Title:






Holder
Requests Delivery to be made: (check one)





□           By
Delivery of Physical Certificates to the Above Address