SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                   FORM 8-K

                                 CURRENT REPORT
   PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported): July 22, 1997



                              AMERIGON INCORPORATED
                              ---------------------
              (Exact name of registrant as specified in it charter)



         California                 0-21810                   95-4318554
- -------------------------------------------------------------------------------
      (State or other       (Commission File Number)       (I.R.S. Employer
      jurisdiction of                                     Identification No.)
     incorporation or
       organization)


5462 Irwindale Avenue, Irwindale, California                     91706
- --------------------------------------------------        ------------------
 (Address of principal executive offices)                     (Zip Code)



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     As of July 22, 1997, Amerigon Incorporated (the "Company") entered into 
a definitive joint venture agreement with Yazaki Corporation, a Japanese 
Company, pursuant to which IVS, Inc., a newly formed joint venture company 
incorporated in California, is to develop and market the Company's 
Interactive Voice System ("IVS-TM-") in the automotive aftermarket. A copy of 
the joint venture agreement is filed as Exhibit 2.1 hereto and incorporated 
herein by this reference. The information set forth below is qualified in its 
entirety by reference to the joint venture agreement.

     Under the terms of the joint venture agreement, the Company assigned to 
IVS, Inc. all of its assets relating to the IVS-TM-, including transferable 
licenses, designs and know-how, as well as certain equipment and IVS-TM- 
inventory. Yazaki acquired a majority interest in IVS, Inc., with the Company 
retaining a majority interest in such joint venture. The Company also 
received from IVS, Inc. under the joint venture agreement the cash sum of 
$1,000,000, and is further entitled under the joint venture agreement to 
receive an additional cash sum of $1,000,000 from IVS, Inc. on or before July 
22, 1998. The Joint venture agreement contemplates that Yazaki will provide 
the capital necessary to fund IVS, Inc.'s continuing interest in the IVS-TM- 
technology or products. It is anticipated that Joshua M. Newman, a former 
director and officer of the Company, will serve as a business consultant to 
IVS, Inc. and receive compensation in connection with the joint venture.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial statements of business acquired.
    Not applicable

(b) Pro forma financial information.
    Not applicable

(c) Exhibits


Exhibit No.     Description
- -----------     -----------
2.1             Joint Venture Agreement, dated as of July 22, 1997, by and
                between the Company and Yazaki Corporation



                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                      Amerigon Incorporated
                                      ---------------------
                                            Registrant


Date: August 6, 1997

                                      By: /s/ Scott O. Davis
                                          ----------------------------
                                          Scott O. Davis
                                          Vice President Finance and
                                          Chief Financial Officer



                                                                  EXHIBIT 2.1



                                  JOINT VENTURE AGREEMENT


                                       by and between


                                    YAZAKI CORPORATION


                                            and


                                   AMERIGON INCORPORATED






                                  ------------------------

                                  Dated as of July 22, 1997

                                  ------------------------





                                TABLE OF CONTENTS

                                                                   Page(s)


ARTICLE 1 - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 2
     1.1     Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
     1.2     Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2 - THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . 4
     2.1     Incorporation of the Company. . . . . . . . . . . . . . . . 4
     2.2     Purpose of the Company. . . . . . . . . . . . . . . . . . . 5
     2.3     Principal Office. . . . . . . . . . . . . . . . . . . . . . 5
     2.4     Articles of Incorporation; By-Laws; Business Plan . . . . . 5
     2.5     Actions at the Closing. . . . . . . . . . . . . . . . . . . 5
     2.6     Initial Shares. . . . . . . . . . . . . . . . . . . . . . . 5
     2.7     IVS Business. . . . . . . . . . . . . . . . . . . . . . . . 6
     2.8     Certain Understandings with respect to Assigned Contracts . 6
     2.9     Closing Date. . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 3 - CONDUCT OF BUSINESS. . . . . . . . . . . . . . . . . . . . . 7
     3.1     Management by Board of Directors. . . . . . . . . . . . . . 7
     3.2     Election of Directors . . . . . . . . . . . . . . . . . . . 7
     3.3     Substitution of Board Members . . . . . . . . . . . . . . . 8
     3.4     Removal of Board Members. . . . . . . . . . . . . . . . . . 8
     3.5     Resolutions of the Board. . . . . . . . . . . . . . . . . . 8
     3.6     Certain Major Corporate Actions . . . . . . . . . . . . . . 8
     3.7     Officers. . . . . . . . . . . . . . . . . . . . . . . . . . 9
     3.8     Appointment of Auditor. . . . . . . . . . . . . . . . . . . 9
     3.9     Designation of Depository Bank. . . . . . . . . . . . . . . 9
     3.10    Stock Option Plan . . . . . . . . . . . . . . . . . . . . . 9
     3.11    Other Actions to Prepare for Conduct of Business. . . . . . 9
     3.12    Hiring of Employees . . . . . . . . . . . . . . . . . . .  10
     3.13    Yazaki Support. . . . . . . . . . . . . . . . . . . . . .  10
     3.14    Conduct of Business Following Closing . . . . . . . . . .  10

ARTICLE 4 - CERTAIN RELATIONSHIPS. . . . . . . . . . . . . . . . . . .  10
     4.1     Yazaki License Agreement. . . . . . . . . . . . . . . . .  10
     4.2     Yazaki Manufacturing Arrangements . . . . . . . . . . . .  11
     4.3     Payments to Amerigon. . . . . . . . . . . . . . . . . . .  11
     4.4     Adhesion of the Company . . . . . . . . . . . . . . . . .  11

ARTICLE 5 - ISSUANCE AND TRANSFERS OF SHARES . . . . . . . . . . . . .  12
     5.1     Pre-emptive Rights. . . . . . . . . . . . . . . . . . . .  12


                                        i




     5.2     Restrictions on Transfer. . . . . . . . . . . . . . . . .  12
     5.3     Post-Holding Period Sales of Amerigon . . . . . . . . . .  13
     5.4     Conditions to All Transfers . . . . . . . . . . . . . . .  13
     5.5     Endorsement of Stock Certificates . . . . . . . . . . . .  14
     5.6     Registration Rights . . . . . . . . . . . . . . . . . . .  14

ARTICLE 6 - REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . .  15
     6.1     Mutual Representations. . . . . . . . . . . . . . . . . .  15

ARTICLE 7 - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . .  15
     7.1     Basic Term. . . . . . . . . . . . . . . . . . . . . . . .  15
     7.2     Notices . . . . . . . . . . . . . . . . . . . . . . . . .  15
     7.3     Assignment of Agreement . . . . . . . . . . . . . . . . .  16
     7.4     Governing Law . . . . . . . . . . . . . . . . . . . . . .  16
     7.5     Arbitration . . . . . . . . . . . . . . . . . . . . . . .  16
     7.6     Approvals and Consents. . . . . . . . . . . . . . . . . .  16
     7.7     Confidentiality . . . . . . . . . . . . . . . . . . . . .  17
     7.8     Counterparts. . . . . . . . . . . . . . . . . . . . . . .  17
     7.9     Amendment of Agreement. . . . . . . . . . . . . . . . . .  17
     7.10    Validity. . . . . . . . . . . . . . . . . . . . . . . . .  17
     7.11    Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .  18
     7.12    Successors. . . . . . . . . . . . . . . . . . . . . . . .  18
     7.13    No Third Party Rights . . . . . . . . . . . . . . . . . .  18
     7.14    Rights in Event of Force Majeure. . . . . . . . . . . . .  18


                                        ii


                               JOINT VENTURE AGREEMENT

This Joint Venture Agreement dated as of July 22, 1997, is entered into by 
and between

      (i)   Yazaki Corporation, a corporation organized and existing under 
            the laws of Japan, with its principal office at Mita-Kokusai 
            Building, 17th Floor, 4-28, Mita 1-chome, Minato-ku, Tokyo 108,
            Japan, and 

      (ii)  Amerigon Incorporated, a corporation organized and existing under
            the laws of California, with its principal office at 404 East
            Huntington Drive, Monrovia, California, 91016-3600, U.S.A.


                                     RECITALS


A.    The Parties hereto have decided that, subject to the terms and 
      conditions hereof, it is in their mutual best interests to enter into a 
      joint venture to carry forward Amerigon's interactive voice systems 
      business, and to contribute their expertise and resources to such joint 
      venture.

B.    Amerigon owns all of the issued and outstanding stock of IVS, Inc., a
      California corporation (the "Company"), which owns and operates the
      interactive voice systems business described in Section 2.7 below, and 
      the Parties desire to utilize the Company for such joint venture.

C.    It is the general intent of the Parties that the establishment of the 
      joint venture will result in an on-going, cooperative enterprise that 
      will (i) strengthen Yazaki's core automotive business, (ii) provide a 
      technology to Yazaki that will enable Yazaki to diversify into new 
      businesses beyond its current strategic directions, and (iii) enable 
      the Company to grow into a substantial business by exploiting Amerigon's
      interactive voice systems technology and by developing new technologies 
      for the future.

D.    The Parties have previously entered into the Letter of Intent, as 
      defined below, which sets forth certain agreements and understandings 
      of the Parties with respect to such joint venture.

E.    The Letter of Intent became binding on the Parties on April 22, 1997.

F.    Pursuant to the Letter of Intent, the Parties have agreed to the 
      Business Plan, as defined below.

                                       1



G.    Pursuant to the terms of the Letter of Intent, the Business Plan and 
      that certain Deposit Account Agreement, dated as of the Effective Date,
      Yazaki has placed $1,000,000 in consideration for Yazaki's exclusive 
      right to negotiate with Amerigon in a Japanese bank account.

H.    Yazaki has determined that the conditions set forth in Section 1(e) of 
      the Letter of Intent have been satisfied and therefore desires to 
      consummate the transactions described therein.

I.    The Parties desire to set forth in this Agreement certain additional 
      understandings with respect to the establishment and funding of the joint
      venture, the commencement of the business of the joint venture, ongoing 
      governance and management of the joint venture, ownership and transfer of
      its shares, and such other matters as are hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and 
undertakings contained herein and other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the Parties hereby 
agree as follows:


                             ARTICLE 1 - DEFINITIONS

1.1   Definitions. In this Agreement and the recitals, exhibits, schedules 
      and any other attachments hereto, the following expressions shall, unless
      the context otherwise requires, have the following meanings:

         "Affiliate" means a company or other legal entity controlled by, under
      common control with, or controlling a Person, where "control" means 
      either: (i) the ownership, either directly or indirectly, of fifty one 
      percent (51%) or more of the voting shares of a company or (ii) the right
      to elect the majority of the directors or other governing body of a 
      company or other legal entity, where such control may be exercised without
      the consent of any third Person.

         "Agreement" means this Joint Venture Agreement.

         "Amerigon" means Amerigon Incorporated.

         "Approval" means any license, sublicense, permit, certificate of 
      authority, exemption, classification, consent, authorization, approval,
      registration, warrant, franchise and similar document, instrument or 
      consent granted or issued by any Governmental Authority.

                                       2



         "Articles" means the Articles of Incorporation of the Company as
      in effect from time to time.

         "By-Laws" means the By-Laws of the Company as in effect from time to 
      time.

         "Closing" means the closing of the transactions described in Section 
      2.5.

         "Effective Date" means April 22, 1997.

         "Fully Diluted Shares" means the total of the Initial Shares and the
      Reserved Shares.

         "Governmental Authority" means any minister, ministry, department, 
      court, judicial authority, tribunal, arbitrator, authority, agency, 
      commission, board, bureau, body, exchange, official, association or other
      instrumentality or organization of California, the United States of 
      America, any foreign country or other domestic or foreign state, city, 
      county, municipality, territory, province, district, region, commonwealth,
      protectorate, possession or other political subdivision, in each case 
      having jurisdiction over any Party in any respect of this Agreement, 
      including without limitation any regulatory or self-regulatory 
      organization.

         "Initial Shares" means the Shares held by the Parties immediately
      following the Closing, as set forth in Section 2.6.

         "IVS" means interactive voice systems.

         "Laws" means all laws, statutes, rules, regulations, ordinances and
      other pronouncements having the effect of law of California, the United 
      States of America, any foreign country, or any domestic or foreign state,
      city, county, municipality, territory, province, district, region, 
      commonwealth, protectorate, or possession or other political subdivision 
      of any Governmental Authority.

         "Letter of Intent" means collectively that certain Letter of Intent, 
      dated as of March 3, 1997, and Addendum A thereto.

         "Ownership Percentage" means, for each Shareholder, the percentage
      of all Shares of the Company issued or issuable pursuant to options,
      which are owned by that Shareholder, as of a particular date.

         "Party" means Amerigon or Yazaki individually, and "Parties" means 
      collectively Amerigon and Yazaki.

                                       3

            "Person" means any natural person, corporation, general partnership,
         limited partnership, proprietorship, trust, union, association, 
         Governmental Authority, or other entity, enterprise, authority or 
         business organization.

            "Reserved Shares" shall mean 2,375,000 Shares to be reserved for 
         issuance by the Company to key officers, employees, "working" directors
         and TSA pursuant to the Company's stock option plan, representing 
         23.75% of Fully Diluted Shares.

           "Share" means a share of the common stock, no par value, of the 
         Company.

            "Shareholder" means Amerigon, Yazaki and any subsequent shareholder
         and their respective successors and assigns as owners of Shares subject
         to this Agreement.

            "Transfer" means the sale, assignment, transfer, gift, pledge, 
         hypothecation or encumbrance of assets, or the permission or 
         sufferance of the attachment of a security interest in such assets.

            "Yazaki" means collectively and severally Yazaki Corporation and
         Yazaki International Corporation, a corporation organized and existing
         under the laws of Delaware and wholly-owned by Yazaki Corporation.

   1.2   Glossary.  In addition to the expressions defined above, the 
         following expressions shall, unless the context otherwise requires, 
         have the meaning specified in the indicated section as follows:
      
         Term                                    Section

         Assigned Contracts                      2.7.2
         Business Plan                           2.4
         Cash Shares                             2.5.2(i)
         Closing Date                            2.9
         Company                                 Recitals
         Stock Option Plan                       3.10


                                 ARTICLE 2 - THE COMPANY


   2.1   Incorporation of the Company.  Amerigon has caused the Company to be
         incorporated in California on the date immediately prior to the 
         Closing Date as described in Section 2.4. As of the date hereof, the
         assets of the 

                                       4


         Company consist of the IVS business described in Section 2.7.

   2.2   Purpose of the Company.  The principal business of the Company shall 
         be to manufacture IVS products; market and sell IVS products to the 
         automotive aftermarket; conduct research and development with respect 
         to new IVS technologies; and to participate in business activities 
         ancillary thereto.

   2.3   Principal Office.  The principal offices of the Company shall 
         initially be located at 404 East Huntington Drive, Monrovia, 
         California 91016-3600.

   2.4   Articles of Incorporation; By-Laws; Business Plan.  The Company was 
         incorporated in California on July 18, 1997. The initial Articles and
         By-Laws are attached hereto as Exhibits A and B, respectively. The 
         Parties have reached agreement with respect to a business plan for the
         Company for the initial period of its operation (the "Business Plan").
         In the event of any discrepancy between the provisions of this 
         Agreement and the provisions of the Articles of Incorporation, the 
         By-Laws or the Business Plan, the provisions of this Agreement shall 
         prevail.

   2.5   Actions at the Closing.

         2.5.1 Amerigon.  Immediately prior to the Closing, Amerigon owns, 
               beneficially and of record, 1,625,000 Shares.

         2.5.2 Yazaki.  At the Closing, Yazaki shall subscribe for 6,000,000 
               Shares to be issued by the Company for total consideration of
               $14,770,000. The total consideration shall be reduced by 
               $1,000,000 to reflect the matters referred to in Recital G. 
               Payment at Closing shall be made in the following manner:  
               (i) $6,885,000 shall be paid by Yazaki in United States Dollars
               at the Closing by wire transfer to a Company bank account 
               established by the Parties pursuant to Section 3.9 below for 
               one-half of its Initial Shares (the "Cash Shares"), and (ii) 
               $6,885,000 shall be paid by Yazaki by delivery to the Company
               at the Closing of a Promissory Note in substantially the form of
               Exhibit C hereto, for one-half of its Initial Shares. Yazaki's 
               obligations under the Promissory Note will be secured by a 
               pledge of the Cash Shares pursuant to a Stock Pledge Agreement,
               in substantially the form of Exhibit D hereto.

   2.6   Initial Shares.  Immediately following the Closing, (i) Amerigon 
         will own 1,625,000 Shares, representing 16.25% of the Fully Diluted 
         Shares, (ii) Yazaki will own 6,000,000 Shares, representing 60.00% of
         the Fully Diluted Shares, and (iii) Amerigon and Yazaki will together
         own all of the issued and outstanding capital stock of the Company.

                                       5


   2.7   IVS Business.  Immediately prior to the Closing, the assets of the 
         Company shall consist of:

         2.7.1 Assets.  all assets listed on Schedule 2.7.1 hereto, which 
               assets include all technology, transferable licenses, designs, 
               know-how, products, resultant technologies, G-4 navigator 
               inventory, capital equipment, and customer relationships 
               primarily utilized by Amerigon in the IVS business prior to the
               date hereof; and

         2.7.2 Assigned Contracts.  all rights and obligations formerly held 
               by Amerigon under the following agreements (the "Assigned 
               Contracts"): (i) Settlement and License Agreement, dated May 10,
               1996, by, between and among Amerigon, Audio Navigation Systems,
               LLC, Alcom Engineering Corporation and Audio Navigation Systems,
               Inc., (ii) License Agreement, dated March 15, 1995, between 
               Amerigon and Navigation Technologies Corporation, (iii) subject 
               to Section 2.8(c), Data Reseller Agreement, between Amerigon and 
               Etak, Inc. and (iv) License Agreement, dated October 19, 1993, 
               between Amerigon and Lernout and Hauspie Speech Products, N.V.,
               as amended

         PROVIDED, ALWAYS, that the Parties agree that the Company shall not 
         assume any liabilities of the IVS business, including accounts 
         payable, after sales services and product warranties which may arise
         from transactions with any third party prior to the Closing Date, 
         except that as of the Closing Date, the Company shall assume (i) 
         responsibility for responding to help desk inquiries from any current
         end-users of Amerigon's IVS products and (ii) responsibility to pay an
         aggregate amount of $95,000 in remaining royalty payments due to 
         Lernout & Hauspie Speech Products pursuant to that certain License 
         Agreement, dated October 19, 1993, by and between Amerigon and Lernout
         & Hauspie Speech Products N.V., as amended.


         2.8   Certain Understandings with respect to Assigned Contracts.  
               The Parties acknowledge and agree that:

               (a)   Amerigon has presented Yazaki with commitment letters 
                     from the employees identified in Section 3.12.

               (b)   In the course of its due diligence, Yazaki has reviewed 
                     and formed its own opinion with regard to the scope of and
                     to the enforceability of the commitments by any party to 
                     an Assigned Contract, compliance by the other parties 
                     thereto with their undertakings thereunder, assignability
                     and delegation thereof, and ongoing obligations of the 
                     Company to such other parties after the Company's 
                     assumption of such obligations. Amerigon represents

                                       6


         and warrants that (i) true and complete copies of all Assigned
         Contracts have heretofore been delivered to Yazaki, (ii) subject to
         Section 2.8(c), it has obtained on or before the Closing Date, any
         third party consents that may be necessary to transfer the Assigned
         Contracts to the Company, and (iii) each Assigned Contract is
         enforceable by the Company in accordance with the terms of the
         Assigned Contract, except as such enforceability may be limited by
         bankruptcy, insolvency, reorganization, moratorium and other similar
         laws and equitable principles relating to or limiting creditors rights
         generally.

    (c)  In the event that the Data Reseller Agreement, between Amerigon and
         Etak, Inc., described in Section 2.7.2 above, is not transferable to
         the Company in any way, manner or form, Amerigon shall maintain and
         upon the expiration thereof, extend the said Agreement.  Furthermore,
         Amerigon shall exclusively sublicense the rights and benefits of the
         Data Reseller Agreement to the Company.

2.9 Closing Date.  The Closing shall take place at the offices of the Company,
    concurrently with the execution of this Agreement (the "Closing Date").


                           ARTICLE 3 - CONDUCT OF BUSINESS


3.1 Management by Board of Directors.  The Company shall be managed by a Board
    of Directors consisting of at least five (5) members.  The initial Board
    shall consist of five (5) members.  Each director shall be elected and
    shall serve in accordance with the Articles and By-Laws and applicable Law.

3.2 Election of Directors.  The Board shall be elected by the Shareholders of
    the Company, and each Party agrees to vote all of its Shares in favor of
    the individuals nominated by Amerigon and Yazaki as hereinafter provided:

    3.2.1     Ownership Percentages.

              (a)  For so long as Amerigon shall retain its Initial Shares,
                   Amerigon shall have the right to nominate one (1) director,

              (b)  For so long as Yazaki shall retain its Initial Shares,
                   Yazaki shall have the right to nominate three (3) directors,
                   and

              (c)  The Chief Executive Officer shall be selected by the Board


                                          7



                   of Directors.  The Chief Executive Officer of the Company
                   shall be the fifth director.

    3.2.2     Change in Number of Directors.  If the number of members
              comprising the Board shall be changed, Amerigon and Yazaki shall
              each have the right to nominate the number of directors
              proportionate to their respective Ownership Percentage, observing
              normal rules of rounding for any fraction thereof.

3.3 Substitution of Board Members.  Whenever for any reason a director
    nominated by either Amerigon or Yazaki ceases to serve as such, the Party
    which nominated such director shall nominate another director in
    substitution therefor, and such nominee shall be elected as a director at a
    special meeting of the Shareholders convened as soon as practicable
    following such nomination.

3.4 Removal of Board Members.

    3.4.1     At Request of Nominating Party.  If a Party with the right to
              nominate one or more directors hereunder shall desire to remove
              any director which it previously nominated, then each Party
              agrees that it will exercise its voting rights and take such
              other steps as are within its power so as promptly to remove such
              director.

    3.4.2     Otherwise.  If removal of a director is sought other than at the
              instance of the Shareholder which nominated the individual sought
              to be removed, then each Party shall exercise all its voting
              rights and take such other steps as are within its power to
              prevent the passing of any resolution removing such director from
              office, except where the removal is sought as a result of such
              individual's intentional misconduct or repeated and serious
              neglect of his or her duties as a director.

3.5 Resolutions of the Board.  Except as otherwise provided under Section 3.6,
    or as required by applicable Law, resolutions of the Board shall be validly
    passed if assented to by a majority of directors present or represented at
    a validly convened Board meeting.

3.6 Certain Major Corporate Actions.  Yazaki agrees that, so long as Amerigon
    owns its Initial Shares and retains more than five percent (5.0%) of all
    issued and outstanding Shares, no corporate action will be taken in respect
    of any of the following matters without prior consultation with and
    approval by Amerigon:


                                          8



    (a)  Any amendment to the Articles, other than to change the name of the
         Company;

    (b)  Any amendment to the By-Laws;

    (c)  Any actions related to mergers with Yazaki or its Affiliates, or any
         substantial asset sales or licenses to Yazaki or its Affiliates;
         either of which may be detrimental to the purposes of the Company's
         activities in the aftermarket business;

    (d)  Any change in the number of members constituting the Board of
         Directors.

3.7 Officers.  The Parties agree that Bob O. Evans will serve as the initial
    Chief Executive Officer of the Company, whom Yazaki shall cause to be
    elected by the Board for a term to end as of December 31, 1997, after which
    time Mr. Evans will serve at the request of and in the capacity so
    designated by the Board.  In consideration for the services of Bob O.
    Evans, the Parties agree that Technology Strategies and Alliances, a
    California Partnership ("TSA"), shall receive options to purchase 250,000
    Shares from the Reserved Shares under substantially similar terms and
    conditions as other participants under the Stock Option Plan as defined in
    Section 3.10.  The Company shall have a Secretary and such other officers
    as provided for in the Articles and By-Laws or as the Board may from time
    to time designate.

3.8 Appointment of Auditor.  KPMG Peat Marwick shall be appointed as the
    initial external auditor of the Company.

3.9 Designation of Depository Bank.  The Company shall designate Bank of
    America, Arcadia Branch as the depository bank for the assets of the
    Company.

3.10 Stock Option Plan.  The Parties shall cause the Company to reserve the
     Reserved Shares for issuance pursuant to one or more employee stock option
     plans (collectively, the "Stock Option Plan").  Incentive stock options
     awarded to key employees under the Stock Option Plan shall be determined by
     the Chief Executive Officer of the Company, subject to approval by the
     Board of Directors.

3.11 Other Actions to Prepare for Conduct of Business.  The Parties shall cause
     the Company to take each of the following actions as soon as practicable
     after incorporation in order to prepare for the commencement of Business.

    3.11.1    Business Plan.  The Board of Directors shall implement the 1997
              Business Plan and thereafter, the Company shall take such steps
              as


                                          9



              may be necessary or appropriate to implement the Business Plan
              provided always that the Business Plan shall be reviewed and
              modified by the Board of Directors starting from 1998.

    3.11.2    Professional Advisors and Service Providers.  The Company shall
              appoint legal counsel and other professional advisors and service
              providers as necessary and appropriate to commence and operate
              the business.

    3.11.3    Office Lease.  The Company shall execute a lease for its head
              office location.

    3.11.4    Purchase of Office Equipment and Furniture.  The Company shall
              purchase and/or lease office equipment and furniture necessary
              and appropriate for the conduct of its operations as contemplated
              for the initial period of the Business Plan.

3.12 Hiring of Employees.  The Company shall hire such employees as are
     necessary and appropriate for the conduct of its operations as contemplated
     for the initial period of the Business Plan and as required by and in
     accordance with applicable Laws.

    (a)  Amerigon has presented Yazaki with employee commitment letters in the
         form of Exhibit E hereto signed by each of the employees listed on
         Schedule 3.12 hereto.

    (b)  It is also presently contemplated that all of Amerigon's professional
         personnel devoted to the IVS business will be employed by the Company.

3.13 Yazaki Support.  Yazaki shall provide the Company's financial and other
     resources, as set forth in the Business Plan, including the necessary funds
     for the Company to pursue the aftermarket product and OEM strategy.

3.14 Conduct of Business Following Closing.  The Parties intend that Yazaki,
     through its Board majority, shall exercise full operating control over the
     Company while appropriately protecting the rights of minority shareholders
     and stock option holders.


                          ARTICLE 4 - CERTAIN RELATIONSHIPS


4.1 Yazaki License Agreement.  The Parties agree to cause the Company to enter
    into a License Agreement in the form attached hereto as Exhibit F

                                          10



    in which Yazaki shall receive an exclusive worldwide license from the
    Company to manufacture, market and sell IVS products for the Automotive OEM
    Market and the Non Automobile Market as defined in the said License
    Agreement; provided, however, that the Company may manufacture, market and
    sell such IVS products to the Non Automobile Market upon the approval of
    the Board of Directors.

    Yazaki Technology License.  In consideration of Yazaki's contributions
    pursuant to Article 2 above and other valuable consideration, the Parties
    agree to cause the Company to enter into a License Agreement in
    substantially the form attached hereto as Exhibit F, pursuant to which the
    Company will grant to Yazaki a royalty free (other than required pass
    through royalties) worldwide exclusive license to all of the Company's
    rights in the so called "hands free, eyes free" technology for application
    to products that are outside the scope of Company's strategic plan, with
    the right to apply these technologies to new Yazaki products, it being
    understood by the Parties that the scope of any such license to Yazaki will
    be (i) limited to Company's rights in such technology, and (ii) subject to
    the rights of and restrictions imposed by third party licensors.

4.2 Yazaki Manufacturing Arrangements.  The Parties agree that Yazaki may also
    enter into transactions with the Company for the manufacture of products
    for use by the Company, provided that the terms to the Company are no less
    favorable to the Company than those that could be obtained from an
    independent third party.

4.3 Payments to Amerigon.  The Parties agree to cause the Company to pay to
    Amerigon the sum of $2,000,000 in cash, including sales, excise or similar
    tax, if any, in consideration of the transfer to the Company of Amerigon
    voice interactive technology and know-how for non-navigation related
    applications listed on Schedule 4.3 hereto, including, but not limited to,
    applications such as controlling radios, windshield wipers, lights, windows
    and other non-navigation related features and functions.  A total of
    $1,000,000 shall be paid upon receipt by the Company of a certified copy of
    its Articles of Incorporation and the remaining $1,000,000 shall be paid
    within twelve (12) months after the date hereof.  Payment shall be made in
    United States Dollars by wire transfer to a bank account designated in
    writing by Amerigon.

4.4 Adhesion of the Company.  The Parties shall cause the Company to adhere to
    this Agreement by executing and delivering a statement of adhesion in a
    form to be agreed by the Parties.


                                          11



                     ARTICLE 5 - ISSUANCE AND TRANSFERS OF SHARES


5.1 Pre-emptive Rights.  Both Yazaki and Amerigon shall have the right to
    purchase any newly issued Shares or securities exchangeable for or
    convertible into Shares (other than Shares issued to employees or TSA under
    the Stock Option Plan) in proportion to the Shares held by each.  In the
    event that the Company decides to issue such Shares or securities, such
    Shares or securities shall first be offered to both Yazaki and Amerigon in
    accordance with its Ownership Percentage as of the date of the offer.  Both
    Parties shall have thirty (30) days to decide whether to purchase its
    percentage of such Shares or securities.  Should either Party decline to
    exercise its pre-emptive rights hereunder, the Company shall offer such
    declined Shares or securities to the non-declining Party.  In the event
    that neither the pre-emptive rights of both Parties nor the non-declining
    Party's option to purchase declined Shares or securities are exercised, the
    Company shall be free to sell the same to third parties.

5.2 Restrictions on Transfer.

    5.2.1     Holding Period.  Neither Amerigon nor Yazaki shall Transfer all
              or any number of such Party's Shares now owned or hereafter
              acquired or rights in such Shares to any third party during the
              period commencing with the date of this Agreement and ending with
              the seventh anniversary thereof; except (i) that Amerigon may
              effect a Transfer of its Shares in conjunction with a change in
              control of Amerigon (which shall include a transaction or series
              of transactions resulting in a merger of Amerigon, a change in
              the beneficial ownership of more than 50% of Amerigon's voting
              stock, or a sale of all or substantially all of Amerigon's
              assets); and (ii) either Party may transfer its Shares to an
              Affiliate.

    5.2.2     Yazaki Purchase Option.  In the event of a proposed Transfer of
              Amerigon's Shares pursuant to a change of control as described in
              5.2.1 above, Yazaki shall have the option to first purchase all
              of Amerigon's Shares for the lower of (i) $4,000,000, or (ii) the
              average of the two lowest figures to be calculated by three
              appraisers, one appraiser to be selected by Yazaki, one appraiser
              to be selected by Amerigon and the third appraiser to be selected
              by mutual agreement of the first two appraisers.  All appraisers
              shall be selected from internationally known and reputable
              investment banks or accounting firms.  The Parties shall (i)
              cause the Company to provide accurate financial and other
              information and otherwise cooperate with such appraisers, and
              (ii) take all other actions as may be necessary or appropriate to
              complete such


                                          12



              appraisal as soon as possible after receipt from Amerigon of a
              notice of a change in control.

5.3 Post-Holding Period Sales by Amerigon.  From and after the seventh
    anniversary of this Agreement,  Amerigon may Transfer its Shares only as
    follows:

    5.3.1     Sale to Non-competitor; Right of First Refusal.  Amerigon may
              Transfer its Shares to any third party which does not reasonably
              compete with or harm the interests of the Company, provided that
              such Transfer shall be subject to a right of first refusal on the
              part of Yazaki, whereby Yazaki shall have the right, for a period
              of sixty (60) days after receipt of notice thereof, to purchase
              such Shares on the same terms as the proposed Transfer to such
              third party; or

    5.3.2     Amerigon Put Option.  Amerigon may require Yazaki to purchase all
              of Amerigon's Shares for the average of the two lowest figures to
              be calculated by three appraisers, one appraiser to be selected
              by Yazaki, one appraiser to be selected by Amerigon and the third
              appraiser to be selected by mutual agreement of the first two
              appraisers.  All appraisers shall be selected from
              internationally known and reputable investment banks or
              accounting firms.  The Parties shall (i) cause the Company to
              provide accurate financial and other information and otherwise
              cooperate with such appraisers, and (ii) take all other actions
              as may be necessary or appropriate to complete such appraisal as
              soon as possible after receipt from Amerigon of a notice of
              exercise of its rights hereunder.  Yazaki shall purchase the
              Shares from Amerigon as soon as possible following receipt of
              such appraisal.

5.4 Conditions to All Transfers.  Any Transfer of Shares or any rights in
    Shares shall be subject to all of the terms and conditions of this
    Agreement and the fulfillment of each of the following conditions at or
    prior to the consummation thereof:

    5.4.1     The transferee shall have adopted and agreed in writing to be
              bound as a Party by all of the terms and conditions of this
              Agreement; and

    5.4.2     The transferee shall have acknowledged and expressly agreed to
              assume all liabilities and obligations of the selling Party under
              this Agreement to the extent of the Shares transferred.

    Any attempted Transfer by any Shareholder of all or any number of such
    Shareholder's Shares, or rights in such Shares, that is not in compliance


                                          13



    with all of the provisions of this Agreement and the Articles and By-Laws
    shall be null and void and the Company shall not record such Transfer on
    its books and records.


5.5 Endorsement of Stock Certificates.  Upon the execution of this Agreement or
    as soon as possible under all applicable Laws, all certificates evidencing
    the Shares shall be endorsed as follows:

    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THUS MAY NOT BE
    TRANSFERRED UNLESS REGISTERED UNDER THAT ACT OR UNLESS AN EXEMPTION
    FROM REGISTRATION IS AVAILABLE.  THE PRESENTATION OF THIS STOCK
    CERTIFICATE TO THE TRANSFER AGENT SHALL BE DEEMED A REPRESENTATION BY
    THE HOLDER TO THIS CORPORATION AND ITS TRANSFER AGENT THAT SUCH
    TRANSFER IS MADE IN ACCORDANCE WITH THE SECURITIES ACT OF 1933.  ANY
    SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES
    OF STOCK REPRESENTED BY THIS CERTIFICATE IS ALSO RESTRICTED BY AND
    SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN JOINT VENTURE
    AGREEMENT DATED AS OF JULY 22, 1997 AMONG CERTAIN SHAREHOLDERS OF THIS
    CORPORATION, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN
    REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
    SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
    CORPORATION.

5.6 Registration Rights.  Should the Company initiate an initial public
    offering of its securities, Amerigon shall have the right to require that
    up to all of its Shares be included in such registration under the
    Securities Act of 1933 and qualified under applicable state blue sky laws.
    In the event of such initial public offering and registration of Amerigon's
    shares, the rights and obligations of Amerigon under Section 5.3 above
    shall expire and no longer hold effect.


                                          14



                      ARTICLE 6 - REPRESENTATIONS AND WARRANTIES


6.1 Mutual Representations.  Each Party represents and warrants that:

    (a)  Such Party is a corporation, duly organized and validly existing under
    the laws of its jurisdiction of incorporation;

    (b)  Such Party has obtained appropriate internal corporate consents and
    approvals and has taken all required corporate action to approve and adopt
    the execution, delivery and performance of this Agreement and the other
    agreements and transactions contemplated hereby;

    (c)  Such party has full power and authority to execute, deliver and
    perform its obligations under this Agreement;

    (d)  This Agreement, when executed and delivered by such Party, will
    constitute valid and binding obligations of such Party, enforceable against
    such Party in accordance with its terms, subject to bankruptcy, insolvency
    and other laws affecting the enforceability of creditors' rights generally
    and to equitable principles;

    (e)  No authorization, approval or other action by, and no notice to or
    filing with, any Governmental Authority or regulatory body is required for
    the due execution and performance of this Agreement by such Party;

    (f)  The execution, delivery and performance of this Agreement by such
    Party will not violate or conflict with the articles of incorporation or
    the by-laws, if any, of such Party.

    (g)  There is no pending or, to such Party's knowledge, threatened action
    or lawsuit against or involving such Party which relates to this Agreement,
    the Company or such Party's proposed ownership of Shares.


                              ARTICLE 7 - MISCELLANEOUS


7.1 Basic Term.  This Agreement shall continue in effect until and unless
    terminated (i) by mutual agreement of the Parties, or (ii) upon the
    dissolution of the Company and liquidation of its assets at the conclusion
    of its term of existence or earlier.

7.2 Notices.  All notices, requests, demands and other communications required
    or permitted under this Agreement shall be in writing, shall be in the


                                          15



    English language and shall be properly given if: (i) delivered by hand to
    the party to whom the communication is addressed, (ii) mailed by registered
    or certified mail, postage prepaid, return receipt requested; (iii) sent by
    an internationally recognized overnight courier, or (iv) sent by addressee
    confirmed facsimile transmission, in each case addressed to the following
    addresses or such other address as a Party may provide.  Any notice
    properly given under this Section 7.2 shall be effective on the date of
    receipt.

If to Amerigon:

    Amerigon Incorporated
    404 East Huntington Drive
    Monrovia, California 91016-3600 U.S.A.


If to Yazaki:

    Yazaki Corporation
    Mita-Kokusai Building, 17th Floor
    4-28, Mita 1-chome, Minato-ku
    Tokyo 108 Japan

7.3 Assignment of Agreement.  Except as otherwise specifically provided herein,
    no Party may assign this Agreement or all or any portion of its rights or
    obligations hereunder to any other Person without the prior written consent
    of the other Parties with such consent not to be unreasonably withheld
    (assignment to a competitor of either party viewed as a reasonable basis
    for withholding consent).

7.4 Governing Law.  This Agreement and the rights of the Parties hereunder
    shall be governed by and interpreted in accordance with the laws of the
    State of California without regard to principles of conflicts of law.

7.5 Arbitration.  All disputes, conflicts and differences between the parties
    arising out of or in connection with this Agreement shall be finally
    resolved by binding arbitration, in Vancouver, British Columbia, Canada
    pursuant to the Rules of Conciliation and Arbitration of the International
    Chamber of Commerce, with the English language to be used.  All costs of
    such arbitration shall be borne by the party to which the judgment is
    awarded against.  In the absence of fraud, the award or judgment of the
    arbitrators shall be final, binding and enforceable through entry in any
    court of competent jurisdiction.

7.6 Approvals and Consents.  Yazaki and Amerigon shall each use their best


                                          16



    efforts to obtain, or cause the Company to obtain, all licenses, waivers,
    approvals and consents from any Person, including any Approvals required by
    applicable Laws or otherwise by any Governmental Authority, as are
    necessary for each such Party or the Company, respectively, to consummate
    the transactions described in this Agreement or otherwise to conduct the
    business being transferred hereunder.

7.7 Confidentiality.  Each of the Parties shall maintain this Agreement in
    strict confidence and will neither divulge its contents nor any proprietary
    information obtained from the other Party and designated as confidential
    except information:

    i)   which is or has become public domain through no fault of such Party;

    ii)  which was known to such Party prior to disclosure by the other Party,
         as evidenced by prior written records;

    iii) which is required to be disclosed by applicable law;

    iv)  which is received by a Party without any obligation of confidentiality
         from a third party with the legal right to provide such information;
         or

    v)   which is approved for disclosure with the prior written consent of the
         other Party;

    provided always, that the above confidentiality obligations shall not apply
    to Yazaki disclosing such information to one of its Affiliates.
    Furthermore, the Secrecy Agreement, dated December 12, 1996, between
    Amerigon and Yazaki is hereby terminated and effective upon the execution
    of this Agreement, the confidentiality provisions set forth in this Section
    7.7 supersede and replace any conflicting confidentiality provisions
    contained in the said Secrecy Agreement.

    The term of the above confidentiality obligations shall be for a period of
    three (3) years after termination of this Agreement.

7.8 Counterparts.  This Agreement may be executed in any number of
    counterparts, each of which shall be deemed an original, and all of which
    together shall constitute one and the same instrument.  The Parties may
    each execute this Agreement by signing any such counterpart.

7.9 Amendment of Agreement.  Any and all agreements by the Parties to amend,
    change, extend, review, or discharge this Agreement, in whole or in


                                          17



    part, shall be binding on the Parties, even though such agreements may lack
    consideration, so long as such agreements shall be in writing and executed
    by the authorized representatives of all of the Parties to this Agreement.


7.10 Validity.  Whenever possible, each provision of this Agreement shall be
     interpreted in a manner as to be effective and valid under applicable Laws,
     but if for any reason any clause or provision of this Agreement, or the
     application of any such clause or provision in a particular context or to a
     particular situation, circumstance or Person is held to be prohibited,
     invalid or unenforceable by any Governmental Authority, then the
     application of such clause or provision in contexts or to situations,
     circumstances or Persons other than that in or to which it is held
     prohibited, invalid or unenforceable, shall not be affected thereby, and
     the remaining clauses and provisions of this Agreement shall nevertheless
     remain in full force and effect.

7.11 Waiver.  No failure or delay by any Party to exercise or to insist upon the
     performance, in whole or in part, of any term, condition, covenant, right,
     legal or equitable remedy or any provision of this Agreement, shall
     constitute a waiver of any such term, condition, covenant, right, legal or
     equitable remedy or provision, or preclude such Party from exercising or
     insisting upon the performance, in whole or in part, of any such term,
     condition, covenant, right, legal or equitable remedy or provision of this
     Agreement at any later time.

7.12 Successors.  This Agreement shall be binding upon, inure to the benefit of,
     and be enforceable by the respective successors and permitted assigns of
     each of the Parties.

7.13 No Third Party Rights.  This Agreement is not intended and shall not be
     construed to create any rights in any Persons other than the Parties and
     their respective successors and permitted assigns, and no Person or legal
     entity shall assert any rights as a third party beneficiary hereunder.

7.14 Rights in Event of Force Majeure.  Any Party affected by an event or
     condition of Force Majeure shall, upon providing prompt notice to the other
     Party, be excused from performance to the extent such event or condition
     prevents its performance, provided that the Party whose performance is so
     affected shall use reasonable efforts to avoid or remove the cause of non-
     performance and shall continue performance hereunder immediately upon the
     removal of such cause.

                                    * * * * * * *


                                          18



    IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and delivered by their duly authorized representatives as of the date first set
forth above.





                                  YAZAKI CORPORATION


                                  By: /s/ Kenzo Matsuzaki
                                     -------------------------------------
                                     Name:  Kenzo Matsuzaki
                                     Title: Managing Director



                                  AMERIGON INCORPORATED


                                  By: /s/ Lon E. Bell
                                     -------------------------------------
                                     Name:  Lon E. Bell
                                     Title: CEO


                                          19


                        LIST OF OMITTED SCHEDULES AND EXHIBITS
                             TO JOINT VENTURE AGREEMENT*

    SCHEDULES

    Schedule 2.7.1      IVS Business Assets

    Schedule 3.12       Employees

    Schedule 4.3        Voice Interactive Technology and Know-How for
                        Non-Navigation Related Applications

    EXHIBITS

    Exhibit A           Articles of Incorporation of IVS, Inc.

    Exhibit B           Bylaws of IVS, Inc.

    Exhibit C           Form of Promissory Note

    Exhibit D           Form of Stock Pledge Agreement

    Exhibit E           Employee Commitment Letter

    Exhibit F           License Agreement


- --------------------

*   Amerigon Incorporated agrees to furnish supplementally a copy of any of the
    above-listed Schedules or Exhibits to the Commission upon request.