DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

333 S. Grand Ave., Ste. 2600 Los Angeles, CA 90071 Attention: Michael du Quesnay

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of July 30, 2008 by Zap, a California corporation, having an address at 501 4th Street, Santa Rosa, California 95401 (“Trustor”) to Fidelity National Title Company (“Trustee”), in favor of Al Yousuf LLC, having an address of Mezzanine Floor, Yamaha Showroom, Sheikh Zayed Road, Dubai, United Arab Emirates (together with its successors and assigns, “Beneficiary”).

Trustor and Beneficiary are parties to a Promissory Note dated as of the date hereof (the “Note”), which Note provides for a loan in the initial principal amount of one million seven hundred and sixty thousand dollars ($1,760,000), and a maximum principal amount not to exceed, at any one time, ten million dollars ($10,000,000) (the “Loan”) to be made by Beneficiary to Trustor; and

NOW, THEREFORE, in consideration of the making of the Loan by Beneficiary to Trustor and the covenants, agreements, representations and warranties set forth in the Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and for the purpose of securing the payment and performance of the following (collectively, the “Loan Obligations”): (a) all principal (including, without limitation, any advance to Trustor now or hereafter made), interest thereon and all other sums due and/or payable, and all obligations owing by Trustor, under any Loan Document and amendments, modifications, extensions, substitutions, exchanges and renewals thereof (each of which shall enjoy the same priority as the advance made on the Closing Date as evidenced by the Note); and (b) all covenants, agreements and other obligations of Trustor under the Loan Documents;

Trustor hereby irrevocably grants, bargains, sells, releases, conveys, warrants, assigns, transfers, mortgages, pledges, sets over and confirms unto Trustee, its successors and assigns, in trust, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, to have and to hold forever for the security and benefit of Beneficiary and its successors and assigns, all of Trustor’s right, title and interest in and to the following property, rights, interests and estates, now existing or hereafter coming into existence (the property, rights, interests and estates hereinafter described are collectively referred to herein as the “Mortgaged Property”): (i) all the land located in the County and State identified on Exhibit A attached hereto, as more particularly described on such Exhibit A (the “Land”), (ii) the Contracts; (iii) the Appurtenant Rights, (iv) the Equipment, (v) the General Intangibles, (vi) the Improvements, (vii) the Leases, (viii) the Permits (to the fullest extent assignable), (ix) the Rents, (x) the Proceeds, and (xi) any and all other rights of Trustor in

and to the items set forth in clauses (i) through (x) above, all whether now owned or hereafter acquired, and all other property which is or hereafter may become subject to a lien in favor of Beneficiary pursuant to any Loan Document.

TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto Trustee, its successors and assigns, for the benefit of Beneficiary, their successors and assigns forever;

This Deed of Trust secures all present and future loan disbursements or advances made by Beneficiary under the Note, and all other sums from time to time owing to Beneficiary by Trustor under the Loan Documents and under the Debt. The amount of the present disbursement or advance secured is one million seven hundred and sixty thousand dollars ($1,760,000), and the maximum principal amount which may be secured at any one time is ten million dollars ($10,000,000). The time period within which such future disbursements or advances are to be made is the period between the date of this Deed of Trust and July 30, 2009;

PROVIDED, HOWEVER, that these presents are upon the express condition that, if Trustor shall pay or cause to be paid to Beneficiary all sums due Beneficiary with respect to the Loan under the Loan Documents and keep, perform and observe all the covenants and promises in each of the Loan Documents, all without fraud and delay, then this Deed of Trust, and all the properties, interests, and rights hereby granted, bargained, and sold shall cease, terminate and be void and Beneficiary shall instruct Trustee to effect a full and proper termination, release and reconveyance; otherwise the same shall remain in full force and effect.

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS:

Section 1.1. Certain Defined Terms. For all purposes of this Deed of Trust, all capitalized terms shall have the meaning ascribed in this Section 1.1 or if not defined herein, then as defined in the Note:

“Appurtenant Rights” means all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, air rights, development rights and powers, and, to the extent now or hereafter owned by Trustor, all minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter appurtenant to, or used in connection with, or located on, under or above the Land or any part or parcel thereof, and all “as extracted collateral” (as defined in the UCC), and all ground leases, subleases, estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances, reversions, and remainders whatsoever, in any way belonging, relating or appertaining to the Land or any part thereof.

“Contracts” means, collectively, (a) all contracts between Trustor and third parties in connection with the management, construction, repair, renovation, use, operation or maintenance of the Mortgaged Property, in each case as the same may thereafter from time to time be amended or modified; and (b) all warranties, guarantees, and other rights of Trustor, direct and indirect, against manufacturers, dealers, suppliers, and others in connection with the above

contracts and agreement or the work done or to be done and the materials supplied or to be supplied to or for the Mortgaged Property.

“Equipment” means all of Trustor’s “equipment,” as such term is defined in the UCC, and, to the extent not included in such definition, all fixtures, appliances, machinery, “software” (as defined in the UCC), furniture, furnishings, decorations, tools and supplies, now owned or hereafter acquired by Trustor, including without limitation, all beds, linens, radios, televisions, carpeting, telephones, cash registers, computers, electronic data-processing or other office equipment, lamps, glassware, restaurant and kitchen equipment, and building equipment, including, without limitation, all heating, lighting, incinerating, waste removal and power equipment, engines, pipes, tanks, motors, conduits, switchboards, security and alarm systems, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigeration, washing machines, dryers, stoves, refrigerators, ventilating, and communications apparatus, air cooling and air conditioning apparatus, escalators, elevators, ducts, and compressors, materials and supplies, and all other machinery, apparatus, equipment, fixtures and fittings now owned or hereafter acquired by Trustor to the extent that the same are located at the Mortgaged Property, any portion thereof or any appurtenances thereto, together with all additions, replacements, parts, fittings, accessions, attachments, accessories, modifications and alterations of any of the foregoing.

“General Intangibles” means all of Trustor’s “general intangibles,” as such term is defined in the UCC, and, to the extent not included in such definition, all intangible personal property of Trustor (other than Accounts, Rents, Instruments, Inventory, money and Permits), including, without limitation, choses in action, settlements, judgments, contract rights, rights to performance (including, without limitation, rights under warranties) refunds of real estate taxes and assessments and other rights to payment of money, copyrights, trademarks, trade names, service marks, trade secrets, and patents, the goodwill associated with any of the foregoing, and all applications for any of the foregoing, in each case whether now existing or hereafter in existence, in each case to the extent that such General Intangibles are related to the Mortgaged Property.

“Improvements” means all buildings, structures and improvements of every nature whatsoever situated on the Land on the Closing Date or thereafter, including, without limitation, to the extent of Trustor’s right, title or interest therein or thereto, all gas and electric fixtures, radiators, heaters, washing machines, dryers, refrigerators, ovens, engines and machinery, boilers, ranges, elevators and motors, plumbing and heating fixtures, antennas, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to the Land or said buildings, structures or improvements.

“Leases” means all leases and other agreements or arrangements, if any, affecting the use or occupancy of all or any portion of the Mortgaged Property now in effect or hereafter entered into (including all lettings, subleases, licenses, concessions, tenancies and other occupancy agreements covering or encumbering all or any portion of the Mortgaged Property), together with any guarantees, supplements, amendments, modifications, extensions and renewals of the same.

renovation, use or occupancy of the Mortgaged Property, including, without limitation, building permits, business licenses, state health department licenses, food service licenses, liquor licenses, licenses to conduct business and all such other permits, licenses and rights, obtained from any governmental authority or private person concerning the ownership, construction, operation, renovation, use or occupancy of the Mortgaged Property.

“Proceeds” means all of Trustor’s “proceeds” as such term is defined in the UCC and, to the extent not included in such definition, all proceeds, whether cash or non-cash, movable or immovable, tangible or intangible (including insurance proceeds, condemnation proceeds, and proceeds of proceeds), from the Security Interest Property, including, without limitation, those from the sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the Security Interest Property and all income, gain, credit, distributions and similar items from or with respect to the Security Interest Property.

“Rents” means, with respect to the Mortgaged Property, all rents (whether denoted as advance rent, minimum rent, percentage rent, additional rent or otherwise), receipts, issues, income, royalties, profits, revenues, proceeds, bonuses, deposits (whether denoted as security deposits or otherwise), lease termination fees or payments, rejection damages, buy-out fees and any other fees made or to be made in lieu of rent, any award made hereafter to Trustor in any court proceeding involving any tenant, lessee, licensee or concessionaire under any of the Leases in any bankruptcy, insolvency or reorganization proceedings in any state or federal court, and all other payments, rights and benefits of whatever nature from time to time due under the Leases.

“UCC” means the Uniform Commercial Code in effect in the jurisdiction in which the Mortgaged Property or any of the Security Interest Property is located, as applicable.

Section 2.1. Payment of Secured Loan Obligations; Incorporation by Reference. Trustor shall pay when due the principal, interest thereon and all other sums, charges, fees and other Loan Obligations due and/or payable under any Loan Document all as in accordance with the Loan Documents. All of the covenants, conditions and agreements contained in the Loan Documents are hereby made a part of this Deed of Trust to the same extent and with the same force as if fully set forth herein.

Section 2.2. No Transfer. Trustor shall not and shall not cause, allow, or permit, and shall prevent from occurring, a transfer of the Mortgaged Property, except as expressly permitted pursuant to the Note. In the event of any violation of this Section 2.2, Beneficiary may, at its option, accelerate and declare the outstanding Debt immediately due and payable, without notice or demand, and whether or not Beneficiary shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any Loan Document with respect to any Mortgaged Property or all or any portion of the Security Interest Property.

Section 2.3. Duty to Defend; Filing; Re-Filing; Etc.

(a)   Trustor will forever defend the title to the Mortgaged Property and the validity and priority of the lien or estate hereof against the claims and demands of all persons whomsoever.

(b)   Trustor shall execute, acknowledge and deliver, from time to time, such further instruments as Trustee or Beneficiary may reasonably require to accomplish the purposes of this Deed of Trust. Trustor hereby irrevocably authorizes and appoints Beneficiary as its attorney-in­fact, coupled with an interest, for the purpose of exercising and perfecting any and all rights and remedies available to Beneficiary at law and in equity, including, without limitation, such rights and remedies available to Beneficiary pursuant to this Deed of Trust.

(c)   Trustor shall pay all intangible taxes, recording taxes, filing, registration and recording fees, all refiling, re-registration and re-recording fees, and all expenses incident to the execution, filing, recording and acknowledgment of this Deed of Trust, any security agreement, mortgage, modification or amendment supplemental hereto and any document, instrument and agreement of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of the execution, delivery, filing, registration and recording of the Note, this Deed of Trust or any of the other Loan Documents, any security agreement or mortgage or deed of trust modification or amendment supplemental hereto or any document instrument or agreement of further assurance.

(d)   Trustor hereby indemnifies and holds Beneficiary harmless from any sales or use tax that may be imposed on Beneficiary by virtue of the Loan other than taxes imposed on the income, stock or assets of Beneficiary.

Section 3.1. Assignment of Rents, Issues and Profits. Trustor hereby absolutely and unconditionally assigns to Beneficiary all of Trustor’s right, title and interest in all current and future Leases and Rents, it being intended that this Deed of Trust constitute a present, absolute assignment and not an assignment for additional security only. This Article 3 presently gives Beneficiary the right to collect Rents and to apply Rents in partial payment of the Loan Obligations and otherwise in accordance with the Note. Trustor intends that the Rents and Leases be absolutely assigned and no longer be, during the term of this Deed of Trust, property of Trustor or Trustor’s estate, as defined by 11 U.S.C. §541. If any law exists requiring Beneficiary to take actual possession of the Mortgaged Property (or some action equivalent to taking possession of the Mortgaged Property, such as securing the appointment of a receiver) for Beneficiary to “perfect” or “activate” the rights and remedies of Beneficiary as provided herein, Trustor waives the benefit of such law. Such assignment to Beneficiary shall not be construed to bind Beneficiary to perform any covenants, conditions or provisions contained in any Lease or otherwise impose any obligation upon Beneficiary, and notwithstanding this Deed of Trust, Trustor shall remain liable for any obligations undertaken by Trustor pursuant to any Lease. Subject to the terms of this Article 3 and the Note, Beneficiary grants to Trustor a license, revocable as hereinafter provided, to operate and manage the Mortgaged Property and to collect

and use the Rents. If an Event of Default occurs, the license granted to Trustor herein may, at Beneficiary’s election, be revoked by Beneficiary, and Beneficiary shall immediately be entitled to possession of all Rents then or thereafter payable (including Rents past due and unpaid) whether or not Beneficiary enters upon or takes control of the Mortgaged Property. Any Rents collected by Trustor from and after the date on which an Event of Default occurred and is continuing shall be held by Trustor in trust for Beneficiary. Trustor hereby grants and assigns to Beneficiary the right, at Beneficiary’s option, upon revocation of the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court appointed receiver to collect Rents with or without taking the actual possession of the Mortgaged Property or any equivalent action. Beneficiary may apply any Rents collected after the license granted herein is revoked in Beneficiary’s sole and absolute discretion to pay the Loan Obligations in such order and in such manner as Beneficiary shall elect.

Section 3.2. Assignment of Contracts. Trustor hereby absolutely and unconditionally assigns to Beneficiary all of Trustor’s right, title and interest in and to the Contracts to the maximum extent allowable by law and to the maximum extent allowable under the terms of each individual Contract, it being intended that this assignment be an absolute assignment from Trustor to Beneficiary and not merely the granting of a security interest. Until the occurrence of an Event of Default, Trustor may retain, use and enjoy the benefits of the Contracts. Upon the occurrence and during the continuance of an Event of Default, the license described in the preceding sentence shall, upon Beneficiary’s election, be automatically revoked, and Beneficiary may elect to exercise any and all of Beneficiary’s rights and remedies hereunder.

As additional security, Trustor, as debtor, hereby grants to Beneficiary, as secured party, a continuing security interest in the portion of the Mortgaged Property which is or may be subject to the provisions of the UCC which are applicable to secured transactions, and in any property as to which a security interest can be created or perfected, now existing or hereafter coming into existence, and all substitutions replacements, renewals and additions to and all products and Proceeds of the foregoing (collectively, the “Security Interest Property”). This Deed of Trust is intended to be and shall be effective as a security agreement and “fixture filing” under the UCC or other law applicable to the creation of liens on and security interests in personal property and fixtures. As further security for the payment and performance of the Loan Obligations, this Deed of Trust shall constitute a financing statement under the UCC with Trustor, as debtor, and Beneficiary, as secured party. To the extent permitted by law, Trustor hereby authorizes Beneficiary to file financing and continuation statements necessary to cont