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:_____________________