EXHIBIT 2.5
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AGREEMENT
THIS AGREEMENT made this 14th day of April 2004 by and between Phi-Nest Fund LP
located in Florida, and ZAP located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
In consideration of the mutual covenants contained herein, it is agreed by and
between the parties as follows:
1a. ZAP shall pay Phi-Nest Fund LP a sum of
133 Class D II preferred shares (equal to 133,333 common shares) as a
private placement.
1b. It is understood that the underlying stock is restricted
under Rule 144 guidelines.
The actions to be taken by the parties hereto to close the transaction as
provided shall take place on or before April 14, 2004 at the office of ZAP at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ hereinafter referred to as the ("Closing
Date").
This Agreement shall be governed in all respects by the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date
and place first above written.
Dated: April 14, 2004
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for Phi-Nest LP ▇▇▇▇▇ ▇▇▇▇ for ZAP
