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PACIFIC FUEL CELL CORP.
  1 Purchase and Sale of Shares.
  (a)
    
    by delivery of cash,(b)
    
    by check (considered payment only when honored by the bank against which it is drawn
upon first presentment);(c)
    
    by delivery of a promissory note payable to the Company, bearing interest from the
date hereof and substantially in the form attached as Exhibit A; or(d)
    
    any combination of cash, check and promissory note, so long as the total consideration
equals the aggregate purchase price as set forth above.
 Exhibit B
  2 Internal Revenue Code § 83(b) Election.
 Exhibit C




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3 Company Repurchase Option.
  3.1 Vesting Schedule.
  On or After:
    
    Shares Vested As To:The second anniversary of Vesting Measurement Date:
    
    100% of the Shares
   (a)
    
    provide for the purchase or exchange of any Vested Shares for an amount of cash or
other property having a value equal to the value of the cash or other property that the
Purchaser would have received pursuant to such Change in Control transaction in exchange
for the Vested Shares and provide for the repurchase by the Company of Unvested Shares at
the repurchase price provided in this Agreement,(b)
    
    adjust the terms of this Agreement in a manner determined by the Administrator to
reflect the Change in Control,(c)
    
    cause this Agreement to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Plan and the assumption of this Agreement, or the
substitution for this Agreement of a new agreement of comparable value covering shares of a
successor or parent corporation, with appropriate adjustments as to the number and kind of
 shares, in which event the Plan and this Agreement, or the new agreement substituted
therefor, shall continue in the manner and under the terms so provided, or(d)
    
    make such other provision as the Administrator may consider equitable.
  3.2 Company Option to Repurchase Shares following Termination of Continuous Service.
  3.3 Procedures for Exercise of Repurchase Option.
   2




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3.4 Deposit of Shares.
  3.5 Repurchase Price.
  3.6 Repurchase in the Event of Personal Bankruptcy.
  (a)
    
    files a voluntary petition under any bankruptcy or insolvency law or a petition for the
appointment of a receiver or makes an assignment for the benefit of creditors;(b)
    
    is subjected involuntarily to such a petition or assignment or to an attachment or
other legal or equitable interest with respect to the Shares and such involuntary petition
or assignment or attachment is not discharged within sixty (60) days after its date; or(c)
    
    is required to transfer the Shares by operation of law or by order or decree of any
court,
  3.7 Assignment of Rights.
  4 Breach and Non-Competition.
   3




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5 Recapitalization.
  6 Restrictive Legends.
      4




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7 Stop-Transfer Notices.
  8 Representations and Warranties of Purchaser.
  (a)
    
    The Purchaser is purchasing the Shares solely for the Purchasers own account for
investment and not with a view to or for sale or distribution of the Shares or any portion
thereof and not with any present intention of selling, offering to sell or otherwise
disposing of or distributing the Shares or any portion thereof. The Purchaser also
represents that the entire legal and beneficial interest of the Shares the Purchaser is
purchasing is being purchased for, and will be held for the account of, the Purchaser only
and neither in whole nor in part for any other person.(b)
    
    The Purchaser has heretofore discussed the Company and its plans, operations and
financial condition with its officers, has heretofore received all such information as the
Purchaser deems necessary and appropriate to enable the Purchaser to evaluate the financial
risk inherent in making an investment in the Shares of the Company, and has received
satisfactory and complete information concerning the business and financial condition of
the Company in response to all inquiries in respect thereof.(c)
    
    The Purchaser realizes that the purchase of the Shares will be a highly speculative
investment.(d)
    
    The Purchaser is able, without impairing the Purchasers financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss on the
investment.(e)
    
    The Purchaser acknowledges that he is aware that the Shares to be issued to him by the
Company pursuant to this Agreement have not been registered under the Act. The Purchaser
hereby acknowledges that:
 (i)
    
    the Shares must be held indefinitely unless a transfer of them is subsequently
registered under the Act or an exemption from such registration is available;(ii)
    
    the share certificate(s) representing the Shares will be stamped with the
legends restricting transfer as specified in this Agreement; and(iii)
    
    the Company will make a notation in its records of the aforementioned
restrictions on transfer and legends.
 (f)
    
    The Purchaser understands that the Shares are restricted securities within the meaning
of Rule 144 promulgated under the Act; that the exemption from registration under Rule 144
will not be available in any event for at least one year from the date of sale of the
Shares to the Purchaser, and even then will not be available unless (i) a public trading
market then exists for the Shares of the Company, (ii) adequate current public information
concerning the Company is then available to the public, (iii) the Purchaser has been the
beneficial owner and the Purchaser has paid the full purchase price for the Shares at least
one year prior to the sale, and (iv) other terms and conditions of Rule 144 are complied
with; and that any sale of the Shares may be made by it only in limited amounts in
accordance with such terms and conditions of Rule 144, as amended from time to time.(g)
    
    Without in any way limiting any of the other provisions of this Agreement, the
Purchaser further agrees that the Purchaser shall in no event make any disposition of all
or any portion of the Shares which the Purchaser is purchasing unless and until:
 (i)
    
    there is then in effect a Registration Statement under the Act covering such
proposed disposition and such disposition is made in accordance with said Registration
Statement; or
  5




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(ii)
    
    (A) the Purchaser shall have notified the Company of the proposed disposition
and shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, (B) the Purchaser shall have furnished the
Company with an opinion of counsel to the effect that such disposition will not require
registration of such shares under the Act, and (C) such opinion of counsel shall have
been concurred in by counsel for the Company and the Company shall have advised the
Purchaser of such concurrence.
 (h)
    
    The Purchaser represents and warrants that he or she has not engaged in any Adverse
Activity as defined in Section 5.(i)
    
    The Purchaser acknowledges that the Purchaser has been furnished with a copy of the
Plan, has read the Plan and this Agreement, and understands that all rights and obligations
connected with this Agreement are set forth in this Agreement and in the Plan.(j)
    
    The Purchaser is a citizen or permanent resident of the United States.
 9 Unauthorized Transfers.
  10 Market Stand-Off Agreement.
  11 Entire Agreement.
  12 No Creation or Enlargement of Participants Rights to Continue in any Capacity.
   6




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13 Notices.
  14 Successors and Assigns.
  15 Governing Law.
  16 Interpretation.
  17 Counterparts.
  18 Severability.
  19 Amendment.
   7




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COMPANYPacific Fuel Cell Corp.By:Name:Title:PURCHASER(Signature)George Suzuki(Type or Print Name)Address:
  8




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CONSENT OF SPOUSE
    Date:(Signature)(Type or Print Name)Spouse of
    George Suzuki
  9




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EXHIBIT A  TO RESTRICTED STOCK PURCHASE AGREEMENT
 PROMISSORY NOTE
  
 
 1
  (a)
    
    The making by the undersigned of any assignment for the benefit of creditors or the
filing by or against the undersigned of any petition in bankruptcy if such proceeding not
be discharged within ninety (90) days of any such making or filing.(b)
    
    The occurrence of any termination of Continuous Service as set forth in the Restricted
Stock Purchase Agreement of even date herewith between the undersigned and the Company.
     (Signature)(Type or Print Name)
   A-1




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EXHIBIT B  TO RESTRICTED STOCK PURCHASE AGREEMENT
 PLEDGE AGREEMENT
    1.
    
    To secure payment to the Company of a promissory note (Note) in the face amount of
 Dollars ($), and extensions or renewals thereof, which
was executed concurrently with the execution of this Pledge Agreement pursuant to a
Restricted Stock Purchase Agreement of even date herewith between the Company and
Purchaser, Purchaser hereby assigns and grants to the Company a security interest in
 () shares (Shares) of the Common Stock of the Company acquired
under the Restricted Stock Purchase Agreement, together with securities or other collateral
(if any) other than such Shares, all described as follows:
 
 
 
 
  2.
    
    Subject to any obligations of Purchaser under the Restricted Stock Purchase Agreement,
the Company agrees that within a reasonable time after all or any portion of the Note is
paid by Purchaser, the Company shall release and deliver to Purchaser the number of Shares
held hereunder for which such payment was received. The Company, in its discretion, may
release portions of the Shares upon periodic principal payments or deposit of other or
additional security under the Note. All Shares released and delivered to Purchaser shall
be free and clear of the restrictions of this Pledge Agreement.3.
    
    Unless and until Purchaser defaults in his performance under the terms of the Note, the
terms of this Pledge Agreement and/or the terms of the Restricted Stock Purchase Agreement,
the Shares held by the Company at any time under this Pledge Agreement shall remain
registered in the name of Purchaser on the records of the Company, and Purchaser may vote
the Shares on all corporate questions (if the same shall be entitled to voting rights) and
shall be entitled to receive all dividends and other amounts accruing as a result of his
ownership of the Shares.4.
    
    In the event the Purchaser defaults in the performance of any of the terms of the Note,
this Pledge Agreement or the Restricted Stock Purchase Agreement, the Company may exercise
any and all rights which it may have under the Nevada Uniform Commercial Code or any other
applicable statute, case, ruling regulation or law; subject, however, to all permits,
orders, consents, rules and regulations of the Nevada Secretary of State and the Securities
and Exchange Commission and the Federal Reserve Board relating hereto, to which Purchaser
agrees to be bound.
  B-1




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5.
    
    If during the term of this Pledge Agreement the Company should become a party to any
merger, consolidation or other reorganization, this Pledge Agreement shall be adjusted so
as to apply to the securities to which a holder of the Shares subject to this Pledge
Agreement would have been entitled upon such merger, consolidation or reorganization; and, if during the term of this Pledge
Agreement the Company shall be dissolved or its existence otherwise terminated, then that
portion of the assets and consideration to which a holder of the Shares subject to this
Pledge Agreement would have been entitled in such transaction shall be the subject matter of
this Pledge Agreement for the remainder of its term. This shall in no way limit the right
of the Company to repurchase shares under the Restricted Stock Purchase Agreement.6.
    
    This Pledge Agreement shall inure to the benefit of and be binding upon the heirs,
executors and administrators of the parties hereto.7.
    
    The rights, powers and remedies given to the Company by this Agreement shall be in
addition to all rights, powers and remedies given to the Company under the Restricted Stock
Purchase Agreement or any statute or rule of law. Any forbearance or failure or delay by
the Company in exercising any right, power or remedy hereunder shall not be deemed to be a
waiver of such right, power or remedy, nor shall any single or partial exercise of any
right, power or remedy preclude the further exercise thereof.8.
    
    The Board of Directors may demand and receive payment or additional security if for any
reason the collateral hereunder is insufficient to meet minimum requirements established
under federal or state securities or banking regulations or as may be necessary to bring
the Note and the security into compliance with any such law or regulations. Any failure of
Purchaser to meet any such demand shall be deemed a default under this Pledge Agreement and
under the note secured hereby.
  COMPANYPacific Fuel Cell Corp.By:Name:Title:PURCHASER(Signature)(Type or Print Name)Address:
  B-2




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EXHIBIT C  TO RESTRICTED STOCK PURCHASE AGREEMENT
 SECTION 83(b) ELECTION
 
  Re: Election Under Section 83(b) of the Internal Revenue Code
    1.
    
    The undersigneds name, address, social security number, and the taxable year of the
person who performed the services are as follows:
 Name and Address:Social Security No.:Taxable Year:
    
    Calendar Year
 2.
    
    A description of the property with respect to which the election is being made: shares of Common Stock (the Shares) of Pacific Fuel Cell Corp., a Nevada
corporation (the Company).3.
    
    The date on which the property was transferred:4.
    
    A description of the nature of the restrictions to which the property is subject:
  On or After:
    
    Shares Vested As To:The second anniversary of Vesting Measurement Date:
    
    100% of the Shares
   C-1




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6.
    
    The fair market value at the time of transfer (determined without regard to any
restriction other than a restriction which by its terms will never lapse) of the property
with respect to which the election is being made:
 
 7.
    
    The amount paid for such property:
 
    (___) ____-________
 Very truly yours,(Signature)(Type or Print Name)
  C-2