as of March 29, 1999 Ridgewood ZAP, LLC 947 Linwood Avenue Ridgewood, New Jersey 07450 Attn: Robert L. Gold Dear Gentlemen: In order to induce Ridgewood ZAP, LLC ("Ridgewood") to enter into a certain Stock and Warrant Purchase Agreement dated as of March 29, 1999 with ZAP Power Systems ("ZAP"), for so long as Ridgewood owns not less than 5 percent of the outstanding voting stock of ZAP, the undersigned shareholders of ZAP hereby agree to vote all or such portion of their stock of ZAP as may be necessary to cause to be elected to the Board of Directors of ZAP up to two persons nominated by Ridgewood. In the event of the resignation of a director nominated by Ridgewood, or a vacancy in any such position arising for any reason, the undersigned shareholders agree to cause such vacancy to be filled with a person nominated by Ridgewood. Ridgewood shall provide written or verbal notification to the undersigned shareholders of its nominee(s) at or immediately prior to any meeting called for the purpose of electing directors. As of the date of this letter agreement, Ridgewood nominates, and the undersigned shareholders agree to cause to be elected to the Board of Directors the following individuals: Robert L. Gold and Douglas Wilson. This letter agreement shall be deemed a contract governed by the laws of California and shall be binding on the undersigned and any purchaser of shares held by the undersigned. Sincerely yours, /s/ Gary D. Starr Gary D. Starr, individually /s/ James McGreen James McGreen, individually Accepted and Agreed: RIDGEWOOD ZAP, LLC By: Ridgewood Management Corporation By:_____________________