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EX. 10.9
 PACIFIC FUEL CELL CORP.
2008 STOCK INCENTIVE PLAN
  1 PURPOSES OF THE PLAN.
  2 DEFINITIONS.
  2.1 Administrator.
  2.2 Affiliated Company.
  2.3 Board.
  2.4 Change in Control.
  2.5 Code.
  2.6 Committee.




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2.7 Common Stock.
  2.8 Continuous Service.
  (a)
    
    employment by either the Company or any parent or subsidiary corporation of the
Company, or by a corporation or a parent or subsidiary of a corporation issuing or
assuming a stock option in a transaction to which Section 424(a) of the Code applies,
which is uninterrupted except for vacations, illness (except for permanent disability,
as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in
writing by the Company or any of such other employer corporations, if applicable,(b)
    
    service as a member of the Board of Directors of the Company until Participant
resigns, is removed from office, or Participants term of office expires and he or she
is not reelected, or(c)
    
    so long as Participant is engaged as a consultant or service provider to the
Company or any corporation referred to in clause (a) above, or(d)
    
    so long as Participant is granted and continues to hold the status of a friend
of the Company pursuant to action by the Administrator or the Board.
 2.9 Disability.
  2.10 Effective Date.
  2.11 Exercise Price.
  2.12 Fair Market Value.
  (a)
    
    If the Common Stock is then listed or admitted to trading on the Nasdaq Stock
Market or a stock exchange which reports closing sale prices, the Fair Market Value
shall be the closing sale price on the date of valuation as so reported by the
principal system or exchange on which the Common Stock is traded, or, if no closing
sale price is reported on such day, then the Fair Market Value shall be the closing
sale price of the Common Stock as so reported on the next preceding day on which a
closing sale price is reported.(b)
    
    If the Common Stock is not then listed or admitted to trading on the Nasdaq
Stock Market or a stock exchange which reports closing sale prices, the Fair Market
Value shall be the average of the reported closing bid and asked prices of the Common
Stock in the over-the-counter market on the date of valuation.(c)
    
    If neither (a) nor (b) is applicable as of the date of valuation, then the
Fair Market Value shall be determined by the Administrator in good faith using any
reasonable method of evaluation, which determination shall be conclusive and binding on
all interested parties.
  2




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2.13 Hostile Takeover.
  (a)
    
    the acquisition, directly or indirectly, by any person or related group of
persons (other than the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting power
of the Companys outstanding securities pursuant to a tender or exchange offer made directly to
the Companys shareholders which the Board does not recommend such shareholders to
accept, or(b)
    
    a change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by reason
of one or more contested elections for Board membership, to be comprised of individuals
who either (A) have been Board members continuously since the beginning of such period
or (B) have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who were still in
office at the time the Board approved such election or nomination.
 2.14 Incentive Option.
  2.15 NASD Dealer.
  2.16 Nonqualified Option.
  2.17 Offeree.
  2.18 Option.
  2.19 Option Agreement.
  2.20 Optionee.
  2.21 Participant.
  2.22 Purchase Price.
   3




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2.23 Restricted Stock.
  2.24 Restricted Stock Purchase Agreement.
  2.25 Right to Purchase.
  2.26 Service Provider.
  2.27 10% Shareholder.
  2.28 Vest.
  3 ELIGIBILITY.
 3.1 Incentive Options.
  3.2 Nonqualified Options and Rights to Purchase.
  3.3 Limitation on Shares.
   4




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4 PLAN SHARES.
 4.1 Shares Subject to the Plan.
  (a)
    
    all or any portion of any Option or Right to Purchase granted or offered under
the Plan can no longer under any circumstances be exercised, or(b)
    
    any shares of Common Stock are reacquired by the Company pursuant to an Option
Agreement or Restricted Stock Purchase Agreement, the shares of Common Stock allocable
to the unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan.
 4.2 Changes in Capital Structure.
  5 OPTIONS.
 5.1 Option Agreement.
  5.2 Exercise Price.
  (a)
    
    the Exercise Price of an Incentive Option shall not be less than 100% of Fair
Market Value on the date the Incentive Option is granted,(b)
    
    the Exercise Price of a Nonqualified Option shall not be less than 90% of Fair
Market Value on the date the Nonqualified Option is granted (or 100% as to a
Nonqualified Option granted to a 10% Holder), and(c)
    
    if the person to whom an Incentive Option is granted is a 10% Shareholder on
the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value
on the date the Option is granted.
  5




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5.3
    
    Payment of Exercise Price.
  (a)
    
    cash;(b)
    
    check (considered payment only when honored by the bank against which it is
drawn upon first presentment);(c)
    
    the surrender of shares of Common Stock owned by the Optionee that have been
held by the Optionee for at least six (6) months, which surrendered shares shall be
valued at Fair Market Value as of the date of such exercise;(d)
    
    the Optionees promissory note in a form and on terms acceptable to the
Administrator;(e)
    
    the cancellation of indebtedness of the Company to the Optionee;(f)
    
    the waiver of compensation due or accrued to the Optionee for services rendered;(g)
    
    provided that a public market for the Common Stock exists, a same day sale
commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects
to exercise the Option and to sell a portion of the shares so purchased to pay for the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such
 shares to forward the Exercise Price directly to the Company;(h)
    
    provided that a public market for the Common Stock exists, a margin
commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects
to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a
margin account as security for a loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such
 shares to forward the Exercise Price directly to the Company; or(i)
    
    any combination of the foregoing methods of payment or any other consideration
or method of payment as shall be permitted by applicable corporate law.
 5.4 Term and Termination of Options.
  5.5 Vesting and Exercise of Options.
  5.6 Annual Limit on Incentive Options.
   6




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5.7
    
    Limited Transferability.
  5.8 No Rights as Shareholder.
  5.9 Companys Repurchase Rights.
  5.10 Other Restrictions on Underlying Shares of Common Stock.
  6 RIGHTS TO PURCHASE.
 6.1 Nature of Right to Purchase.
  6.2 Acceptance of Right to Purchase.
   7




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6.3 Payment of Purchase Price.
  (a)
    
    cash;(b)
    
    check (considered payment only when honored by the bank against which it is
drawn upon first presentment);(c)
    
    the surrender of shares of Common Stock owned by the Offeree that have been
held by the Offeree for at least six (6) months, which surrendered shares shall be
valued at Fair Market Value as of the date of such exercise;(d)
    
    the Offerees promissory note in a form and on terms acceptable to the Administrator;(e)
    
    the cancellation of indebtedness of the Company to the Offeree;(f)
    
    the waiver of compensation due or accrued to the Offeree for services rendered; or(g)
    
    any combination of the foregoing methods of payment or any other consideration
or method of payment as shall be permitted by applicable corporate law.
 6.4 Rights as a Shareholder.
  6.5 Restrictions.
  (i)
    
    at the original Purchase Price, any shares of Restricted Stock which have not
vested as of the date of termination, and(ii)
    
    at Fair Market Value (or at the original Purchase Price in specified events),
any shares of Restricted Stock which have vested as of such date, on such terms as may
be provided in the Restricted Stock Purchase Agreement;
  6.6 Vesting of Restricted Stock.
  6.7 Dividends.
   8




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6.8
    
    Limited Assignability of Rights.
  7 ADMINISTRATION OF THE PLAN.
 7.1 Administrator.
  7.2 Powers of the Administrator.
  (a)
    
    to determine the persons to whom, and the time or times at which, Incentive
Options or Nonqualified Options shall be granted and Rights to Purchase shall be
offered, the number of shares to be represented by each Option and Right to Purchase
and the consideration to be received by the Company upon the exercise thereof;(b)
    
    to interpret the Plan;(c)
    
    to create, amend or rescind rules and regulations relating to the Plan;(d)
    
    to determine the terms, conditions and restrictions contained in, and the form
of, any or all Option Agreements and Restricted Stock Purchase Agreements;(e)
    
    to determine the identity or capacity of any persons who may be entitled to
exercise a Participants rights under any Option or Right to Purchase under the Plan;(f)
    
    to correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any Option Agreement or Restricted Stock Purchase Agreement;(g)
    
    to extend the exercise date or any relevant date of any Option or acceptance
date or other relevant date of any Right to Purchase, or to waive any other right of
the Company to insist on prompt performance;(h)
    
    to provide for any rights of first refusal and/or any repurchase rights and the
terms, provisions and conditions thereof, if any, and their performance, waiver,
modification or termination, or any of the above in combination;
  9




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(i)
    
    to effect, with the consent of the affected Participant or pursuant to the
terms of the Plan, the cancellation of any or all outstanding Options and to grant, in
respect of any or all thereof in substitution, new options covering the same or
different number of shares of Common Stock but with an exercise price per share based
on the Fair Market Value on the new grant date with any or all adjustments thereto, in
either case in any such manner as the Administrator deems to be reasonable, equitable ,
appropriate or advisable;(j)
    
    to amend any outstanding Option Agreements and any outstanding Restricted Stock
Purchase Agreements, and by way of example but not limitation to provide for, among
other things, any change or modification to a provision thereof which the Administrator
could have provided for upon the grant of an Option or Right to Purchase or upon the
issuance of Restricted Stock or could have otherwise done in furtherance of the powers
or discretion provided for herein; and(k)
    
    to make all other determinations and take all other actions, or refrain
therefrom, as considered necessary or advisable for the administration of the Plan, or
the performance of its terms in the name of the Company or its successors, but only to
the extent not contrary to the express provisions of the Plan, in the sole and absolute
discretion of the Administrator.
  7.3 Limitation on Liability.
  8 MERGERS AND OTHER REORGANIZATIONS.
 8.1 Mergers and Other Reorganizations.
  8.2 Change in Control.
   10




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8.3 Hostile Takeover.
  9 AMENDMENT AND TERMINATION OF THE PLAN.
 9.1 Amendments.
  9.2 Plan Termination.
 th
 10 CANCELLATION & RESCISSION
 10.1 Non-Competition.
   11




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10.2 Agreement Upon Exercise.
  11 TAX WITHHOLDING.
  (a)
    
    directing the Company to apply shares of Common Stock to which the Participant
is entitled as a result of the exercise of an Option or as a result of the purchase of
or lapse of restrictions on Restricted Stock or(b)
    
    delivering to the Company shares of Common Stock owned by the Participant.
  12 MISCELLANEOUS.
 12.1 Benefits Not Alienable.
  12.2 No Creation or Enlargement of Participants Rights to Continue in any Capacity.
  12.3 Application of Funds.
   12




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12.4 Annual and Other Periodic Reports.
  12.5 Action to Enforce
  12.6 Severability and Interpretation
  12.7 Governing Law
  12.8 Effective Date
   13




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PACIFIC FUEL CELL CORP.
 Type of Option (check one): o Incentive o Nonqualified
 
 1 Grant of Option.
 )   )
 2 Vesting of Option.
 2.1 Vesting Schedule.
 
 On or After:
    
    Option Exercisable As To:First anniversary of Vesting Measurement Date:
    
    _____ 

% of the SharesLast day of each calendar month after such first anniversary
    
    _____ 

% of the Shares
 
 2.2 Change in Control.
  (i)
    
    provide for the purchase or exchange of this Option for an amount of cash or other
property having a value equal to the difference, or spread, between
 (x)
    
    the value of the cash or other property that the Optionee would have received
pursuant to such Change in Control transaction in exchange for any shares issuable upon
exercise of this Option, in the amount that the Optionee would have received had the
then exercisable portion, if any, of this Option been exercised immediately prior to
such Change in Control transaction, and(y)
    
    the Exercise Price,
 (ii)
    
    adjust the terms of this Option in a manner determined by the Administrator to reflect
the Change in Control,




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(iii)
    
    cause this Option to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Plan and the assumption of this Option, or the
substitution for this Option of a new option of comparable value covering shares of a
successor or parent corporation, with appropriate adjustments as to the number and kind of
 shares and Exercise Price, in which event the Plan and this Option, or the new option
substituted therefor, shall continue in the manner and under the terms so provided,(iv)
    
    cancel this Option if this Option is deemed to have no net value on the basis
described in paragraph 2.2(i) above or if the Option is not then exercisable by virtue of
this Agreement, as then in effect, or(v)
    
    make such other provision as the Administrator may consider equitable.
  3 Term of Option.
  3.1 Maximum Term.
  3.2 Involuntary Termination without Cause.
 other than
 3.3 Voluntary Resignation.
  3.4 Permanent Disability.
  3.5 Death.
  3.6 Change in Control.
  3.7 Termination for Cause.
   2




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3.8 Breach and Non-Competition.
  4 Exercise of Option.
 4.1 Persons Permitted to Exercise Option.
  4.2 Exercise as to Vested Portion of Option.
  4.3 No Exercise after Termination.
  4.4 Mechanics of Exercise.
  (a)
    
    a written notice of exercise which identifies this Agreement and states the number of
Shares then being purchased (but no fractional Shares may be purchased);(b)
    
    a check or cash in the amount of the Exercise Price (or payment of the Exercise Price
in such other form of lawful consideration as the Administrator may approve from time to
time under the provisions of the Plan);(c)
    
    a check or cash in the amount reasonably requested by the Company to satisfy the
Companys withholding obligations under federal, state or other applicable tax laws with
respect to the taxable income, if any, recognized by the Optionee in connection with the
exercise of this Option (unless the Company and Optionee shall have made other arrangements
for deductions or withholding from Optionees wages, bonus or other compensation payable to
Optionee, or by the withholding of Shares issuable upon exercise of this Option or the
delivery of Shares owned by the Optionee in accordance with the provisions of the Plan,
provided such arrangements satisfy the requirements of applicable tax laws); and
  3




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(d)
    
    a letter, if requested by the Company, in such form and substance as the Company may
require, setting forth the investment intent of the Optionee, or of a Successor designated
in Section 5, as the case may be.
  4.5 Exercise Prior to Vesting; Purchase of Restricted Stock.
  5 Transfers on Death of Optionee; Restrictions on Lifetime Assignments.
  5.1 No Assignment of Incentive Stock Options.
  (a)
    
    the rights of the Optionee under this Agreement may not be assigned or
transferred except by will or by the laws of descent and distribution,(b)
    
    this Option may be exercised during the lifetime of the Optionee only by such
Optionee;(c)
    
    if the Optionees Continuous Service terminates as a result of his or her
death, and provided Optionees rights hereunder shall have vested pursuant to Section 2
hereof, Optionees legal representative, his or her legatee, or the person who acquired
the right to exercise this Option by reason of the death of the Optionee (with regard
to incentive stock options, each individually, a Successor) shall succeed to the
Optionees rights and obligations under this Agreement; and(d)
    
    after the death of the Optionee, only a Successor may exercise this Option.
  5.2 Limited Assignability of Nonqualified Stock Options.
  (a)
    
    the rights of the Optionee under this Agreement may be assigned or transferred
by will or by the laws of descent and distribution, and Optionees legal
representative, his or her legatee, or the person who acquired the right to exercise
this Option by reason of the death of the Optionee shall succeed to the Optionees
rights and obligations under this Agreement, and(b)
    
    the rights of the Optionee under this Agreement also may be assigned and
transferred by the Optionee for estate planning purposes to members of the immediate
family of the Optionee, including for this purpose, but not limited to, spouses,
parents, descendants, brothers and sisters, or to trusts established for the benefit of
such persons.
   4




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5.3 Additional Limitations on Transfer of Options and Shares
  6 Representations and Warranties of Optionee.
 6.1 Investment Intent as to Options.
  6.2 Investment Intent as to Shares.
  (a)
    
    The Optionee is purchasing the Shares solely for the Optionee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 Optionee also
represents that the entire legal and beneficial interest of the Shares the Optionee is
purchasing is being purchased for, and will be held for the account of, the Optionee only
and neither in whole nor in part for any other person.(b)
    
    The Optionee has discussed the Company and its plans, operations and financial
condition with its officers and that the Optionee has received all such information as the
Optionee deems necessary and appropriate to enable the Optionee 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 Optionee realizes that the purchase of the Shares will be a highly speculative
investment.(d)
    
    The Optionee is able, without impairing the Optionees financial condition, to hold
the Shares for an indefinite period of time and to suffer a complete loss on the
investment.(e)
    
    The Optionee 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, and
 (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 in Section 13 below; and(iii)
    
    the Company will make a notation in its records of the aforementioned
restrictions on transfer and legends as described in Section 14 below.
 (f)
    
    The Optionee 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 Optionee, 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 Optionee has been the
beneficial owner and the Optionee 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.
  5




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(g)
    
    Without in any way limiting any of the other provisions of this Agreement, Optionees
further agreement that the Optionee shall in no event make any disposition of all or any
portion of the Shares which the Optionee 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(ii)
    
    (A) the Optionee 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 Optionee 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
Optionee of such concurrence.
 (h)
    
    The Optionee represents and warrants that he or she has not engaged in any Adverse
Activity as defined in Section 3.8.(i)
    
    The Optionee acknowledges that the Optionee 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 Optionee is a citizen or permanent resident of the United States.
 6.3 Adjustments Upon Changes in Capital Structure.
  7 No Creation or Enlargement of Optionees Rights to Continue in any Capacity.
  8 Rights as Shareholder.
  9 Market Stand-Off Agreement.
   6




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10
    
    Restrictive Legends.
   11 Stop-Transfer Notices.
  12 Interpretation.
  13 Notices.
   7




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14 Governing Law.
  15 Severability.
  16 Entire Agreement.
  17 Amendment.
  18 Counterparts.
   8




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COMPANY Pacific Fuel Cell Corp.By:Name:Title:
 OPTIONEE(Signature)(Type or Print Name)Address:
  9




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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 first anniversary of Vesting Measurement Date:
    
    _____ 

% of the SharesLast day of each calendar month after such first anniversary
    
    _____ 

% 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.
  5




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(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(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.
   6




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11 Entire Agreement.
  12 No Creation or Enlargement of Participants Rights to Continue in any Capacity.
  13 Notices.
  14 Successors and Assigns.
  15 Governing Law.
  16 Interpretation.
  17 Counterparts.
   7




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18 Severability.
  19 Amendment.
    COMPANY Pacific Fuel Cell Corp.By:Name:Title:
 PURCHASER(Signature)(Type or Print Name)Address:
  8




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




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##### 



EXHIBIT A  TO RESTRICTED STOCK PURCHASE AGREEMENT
 PROMISSORY NOTE
  ,
 _____
    
    , Nevada
 
 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:Issuer:Certificate Number:Number of Shares:Registered Owner:Purchaser does hereby deposit with the Company, as pledge holder, such certificates,
together with duly executed stock transfer powers.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 first anniversary of Vesting Measurement Date:
    
    _____ 

% of the SharesLast day of each calendar month after such first anniversary
    
    _____ 

% 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