EXHIBIT 10.20
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AMENDMENT TO CONSULTING AGREEMENT
This agreement dated November 15, 2004, amends the previous contract entered on
8th day of January, 2004 by and between Sunshine 511 Holdings (herein
"Contractor"), located at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇ and ZAP herein ("ZAP") located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
In consideration of the mutual promise contained herein and on the terms and
conditions hereinafter set forth, Contractor and ZAP agree as follows.
1. CONSULTING SERVICES:
Contractor hereby agrees to assist in the following consulting services to ZAP
on an ongoing basis. These services include:
a) Help to set up new investor relations department and advise on ongoing
operations which includes finding employees, advising on dealing with
institutions.
b) Negotiating and choosing conferences for ZAP to attend to continue to brand
the ZAP name, in addition to initiating sales.
c) Help with programming and design of ZAP website. Establish and advise on
Ebay sales center and customer support department.
d) Initiate contact and negotiate terms with banks for short and long term
financing opportunities.
e) Establish strategic relationships with various financial institutions and
sales organization.
NOTE: Since services were not 100% completed, contractor hereby agrees to extend
their services. Should that class of warrants extend, so shall the agreement.
2. DURATION OF PROFILE:
Extending services from February 21, 2005 thru July 1, 2007
3. TERM OF AGREEMENT:
The term of agreement shall commence on the date of signed and delivered
contract and shall terminate upon completion of services. Faxed copies of
agreement shall constitute actual binding documentation of contract.
4. COMPENSATION:
In full consideration of the services contained within this agreement, ZAP
agrees to compensate 1,000,000 K-2 Restricted Warrants and 2,000,000 B-2
Restricted Warrants. The value of services will total $2,000,000.
5. Disclaimer of Responsibility Acts of the Client. Contractor must fully
disclose compensation, and potential conflicts on interest to public, in
accordance with the Securities Act of 1933, section 17 (b).
6. INDEMNIFICATION:
Each party agrees to indemnify, hold harmless and defend the other party from
and against all liabilities, obligations, losses, claims, lawsuits, damages,
injuries, costs, expenses, and other detriments whatsoever, including without
limitation, all consequential damages and attorneys' fees, arising out of or
incident to the performance of this Agreement by such indemnifying party or its
agents of its duties, obligations, or rights hereunder. The indemnities and
assumptions of liabilities and obligations herein provided shall continue in
full force and effect nothwithstanding the expiration of this Agreement.
7. ENTIRE AGREEMENT:
This agreement constitutes and embodies the entire understanding and agreement
of the parties and supersedes and replaces all prior understandings, agreements
and negotiations between parties.
DATED: November 15, 2004
BY:
SUNSHINE 511 HOLDINGS
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CORPORATE SECRETARY FOR ZAP
