INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.32

This Independent Contractor Agreement (“Agreement”) is made and effective this 13 ^th day of September 2005, by and between Ricardo Machado (“Consultant”) and ZAP (“Company”).

Now, therefore, Consultant and Company agree as follows:

1.    Engagemen t .
Company hereby engages Consultant, and Consultant accepts engagement, to provide services to Company, including but not limited to the following areas:  The design, facilitation, sourcing and manufacture of high efficient automobiles.

Consultant agrees to provide written monthly reports to Company.

2.    Term .
Consultant shall provide services to Company pursuant to this Agreement for a term commencing on September 15 ^th 2005, and ending on September 15 ^th 2009.  This agreement will have a formal review of services rendered by Consultant on October 4 ^th 2005. 

3.    Place of Work .
Consultant shall render services primarily at Consultant’s offices, but will, upon request, provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the performance of particular services.

4.     Time .
Consultant’s daily schedule and hours worked under this Agreement on a given day shall generally be subject to Consultant’s discretion.  Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement.

5.     Payment / Compensation .
Company shall pay Consultant 250,000 warrants with an exercise price of $1.20 and 250,000 at $1.50 for services performed pursuant to this Agreement.  Compensation to Consultant will be paid on the following schedule of release:  The intrinsic value release of $160,000 by October 5 ^TH 2005 and the intrinsic value of $280,00 by December 1 ^st 2005 and the balance as mutually agreed thereafter.

6.    Covenant Not To Compete .
During the term of this Agreement, Consultant shall not directly or indirectly, either for his own account, or as a partner, shareholder, officer, director, employee, agent or otherwise; own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business the same as or similar to the business conducted by Company.

7.    Confidentiality .
During the term of this Agreement, consultant shall not, without the prior written consent of Company, disclose to anyone any Confidential Information.  “Confidential Information” for the purposes of this Agreement shall include Company’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes and object codes.  Confidential Information shall not include any information that:

A.   Is disclosed by Company without restriction;
B.