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                                                                    EXHIBIT 10.6

                QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

                            2002 STOCK INCENTIVE PLAN

     1.  Purposes of the Plan. The purposes of this Stock Incentive Plan are to
         --------------------
attract and retain the best available personnel, to provide additional incentive
to Employees, Directors and Consultants, to issue Options in connection with the
Spin-Off pursuant to the Employee Benefit Matters Agreement and to promote the
success of the Company's business.

     2.  Definitions.  As used herein, the following definitions shall apply:
         -----------

         (a) "Administrator" means the Board or any of the Committees appointed
              -------------
to administer the Plan.


         (b) "Applicable Laws" means the legal requirements relating to the
              ---------------
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

         (c) "Assumed" means that (i) pursuant to a Corporate Transaction
              -------
defined in Section 2(n)(i), 2(n)(ii) or 2(n)(iii) or a Related Entity
Disposition, the contractual obligations represented by the Award are assumed by
the successor entity or its Parent in connection with the Corporate Transaction
or Related Entity Disposition or (ii) pursuant to a Corporate Transaction
defined in Section 2(n)(iv) or 2(n)(v), the Award is affirmed by the Company.
The Award shall not be deemed "Assumed" for purposes of terminating the Award
(in the case of a Corporate Transaction) and the termination of the Continuous
Service of the Grantee (in the case of a Related Entity Disposition) if pursuant
to a Corporate Transaction or a Related Entity Disposition the Award is replaced
with a comparable award with respect to shares of capital stock of the successor
entity of its Parent. The determination of Award comparability shall be made by
the Administrator and its determination shall be final, binding and conclusive.

         (d) "Award" means the grant of an Option, Restricted Stock, or other
              -----
right or benefit under the Plan.

         (e) "Award Agreement" means the written agreement evidencing the grant
              ---------------
of an Award executed by the Company and the Grantee, including any amendments
thereto.

         (f) "Board" means the Board of Directors of the Company.
              -----

         (g) "Cause" means, with respect to the termination by the Company,
              -----
IMPCO Technologies, Inc. or a Related Entity of the Grantee's Continuous
Service, that such termination is for "Cause" as such term is expressly defined
in a then-effective written agreement between the Grantee and the Company, IMPCO
Technologies, Inc. or such Related Entity, or in the absence of such
then-effective written agreement and definition, is based on, in the
determination of the Administrator, the Grantee's: (i) performance of any act or
failure to perform any act in bad faith and to the detriment of the Company,
IMPCO Technologies, Inc. or a Related Entity; (ii) dishonesty, intentional
misconduct or material breach of any agreement with the Company,


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IMPCO Technologies, Inc. or a Related Entity; or (iii) commission of a crime
involving dishonesty, breach of trust, or physical or emotional harm to any
person.

         (h) "Code" means the Internal Revenue Code of 1986, as amended.
              ----

         (i) "Committee" means any committee appointed by the Board to
              ---------
administer the Plan.

         (j) "Common Stock" means the common stock of the Company.
              ------------

         (k) "Company" means Quantum Fuel Systems Technologies Worldwide, Inc.,
              -------
a Delaware corporation.

         (l) "Consultant" means any person (other than an Employee or a
              ----------
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company, IMPCO Technologies, Inc. or any
Related Entity to render consulting or advisory services to the Company, IMPCO
Technologies, Inc. or such Related Entity so long as such person (i) renders
bona fide services that are not in connection with the offer and sale of the
Company's securities in a capital raising transaction and (ii) does not directly
or indirectly promote or maintain a market for the Company's securities.

         (m) "Continuous Service" means that the provision of services to the
              ------------------
Company, IMPCO Technologies, Inc. or a Related Entity in any capacity of
Employee, Director or Consultant, is not interrupted or terminated. Continuous
Service shall not be considered interrupted in the case of (i) any approved
leave of absence, (ii) transfers among the Company, IMPCO Technologies, Inc.,
any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in
the service of the Company, IMPCO Technologies, Inc. or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave. For purposes of each
Incentive Stock Option granted under the Plan, if such leave exceeds ninety (90)
days, and reemployment upon expiration of such leave is not guaranteed by
statute or contract, then the Incentive Stock Option shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (1) day following
the expiration of such ninety (90) day period.

         (n) "Corporate Transaction" means any of the following transactions:
              ---------------------

             (i)   a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

             (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary corporations);

             (iii) the complete liquidation or dissolution of the Company;


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             (iv)  any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such securities
immediately prior to such merger; or

             (v)   acquisition in a single or series of related transactions by
any person or related group of persons (other than the Company or by a
Company-sponsored employee benefit plan) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities but excluding any such transaction or series of related
transactions that the Administrator determines shall not be a Corporate
Transaction.

         (o) "Covered Employee" means an Employee who is a "covered employee"
              ----------------
under Section 162(m)(3) of the Code.

         (p) "Director" means a member of the Board or the board of directors of
              --------
IMPCO Technologies, Inc. or any Related Entity.

         (q) "Disability" means as defined under the long-term disability policy
              ----------
of the Company, IMPCO Technologies, Inc. or the Related Entity to which the
Grantee provides services regardless of whether the Grantee is covered by such
policy. If the Company, IMPCO Technologies, Inc. or the Related Entity to which
the Grantee provides service does not have a long-term disability plan in place,
"Disability" means that a Grantee is unable to carry out the responsibilities
and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment. A Grantee will not be considered to
have incurred a Disability unless he or she furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.

         (r) "Employee" means any person, including an Officer or Director, who
              --------
is in the employ of the Company, IMPCO Technologies, Inc. or any Related Entity,
subject to the control and direction of the Company, IMPCO Technologies, Inc. or
any Related Entity as to both the work to be performed and the manner and method
of performance. The payment of a director's fee by the Company, IMPCO
Technologies, Inc. or a Related Entity shall not be sufficient to constitute
"employment" by the Company.

         (s) "Employee Benefit Matters Agreement" means the Employee Benefit
              ----------------------------------
Matter Agreement dated __________________ and entered into between IMPCO
Technologies, Inc. and Quantum Fuel Systems Technologies Worldwide, Inc.

         (t) "Exchange Act" means the Securities Exchange Act of 1934, as
              ------------
amended.

         (u) "Fair Market Value" means, as of any date, the value of Common
              -----------------
Stock determined as follows:

             (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation The Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the


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closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the date of determination (or,
if no closing sales price or closing bid was reported on that date, as
applicable, on the last trading date such closing sales price or closing bid was
reported), as reported in The Wall Street Journal or such other source as the
Administrator deems reliable;

             (ii)  If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, but selling prices are not reported, the Fair Market Value of
a Share shall be the mean between the high bid and low asked prices for the
Common Stock on date of determination (or, if no such prices were reported on
that date, on the last date such prices were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

             (iii) In the absence of an established market for the Common Stock
of the type described in (i) and (ii), above, the Fair Market Value thereof
shall be determined by the Administrator in good faith.

         (v) "Grantee" means an Employee, Director or Consultant who receives an
             --------
Award under the Plan.

         (w) "Immediate Family" means any child, stepchild, grandchild, parent,
              ----------------
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee's household (other than a tenant or employee), a trust in which these
persons (or the Grantee) have more than fifty percent (50%) of the beneficial
interest, a foundation in which these persons (or the Grantee) control the
management of assets, and any other entity in which these persons (or the
Grantee) own more than fifty percent (50%) of the voting interests.

         (x) "Incentive Stock Option" means an Option intended to qualify as an
              ----------------------
incentive stock option within the meaning of Section 422 of the Code

         (y) "Non-Qualified Stock Option" means an Option not intended to
              --------------------------
qualify as an Incentive Stock Option.

         (z) "Officer" means a person who is an officer of the Company, IMPCO
              -------
Technologies, Inc. or a Related Entity within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.

         (aa) "Option" means an option to purchase Shares pursuant to an Award
               ------
Agreement granted under the Plan.

         (bb) "Parent" means a "parent corporation," whether now or hereafter
               ------
existing, as defined in Section 424(e) of the Code.

         (cc) "Performance-Based Compensation" means compensation qualifying as
               ------------------------------
"performance-based compensation" under Section 162(m) of the Code.


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         (dd) "Plan" means this 2002 Stock Incentive Plan.
               ----

         (ee) "Registration Date" means the first to occur of (i) the closing of
               -----------------
the first sale to the general public pursuant to a registration statement filed
with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of (A) the Common Stock or (B) the same
class of securities of a successor corporation (or its Parent) issued pursuant
to a Corporate Transaction in exchange for or in substitution of the Common
Stock; (ii) in the event of a Corporate Transaction, the date of the
consummation of the Corporate Transaction if the same class of securities of the
successor corporation (or its Parent) issuable in such Corporate Transaction
shall have been sold to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on or prior to the date of
consummation of such Corporate Transaction; and (iii) the effective date of a
registration statement on Form 10 under the Exchange Act of any class of
securities of the Company.

         (ff) "Related Entity" means any Parent or Subsidiary of the Company and
               --------------
any business, corporation, partnership, limited liability company or other
entity in which the Company or a Parent or a Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly.

         (gg) "Related Entity Disposition" means the sale, distribution or other
               --------------------------
disposition by the Company or a Parent or a Subsidiary of the Company of all or
substantially all of the interests of the Company or a Parent or a Subsidiary of
the Company in any Related Entity effected by a sale, merger or consolidation or
other transaction involving that Related Entity or the sale of all or
substantially all of the assets of that Related Entity, other than any Related
Entity Disposition to the Company or a Parent or a Subsidiary of the Company.

         (hh) "Restricted Stock" means Shares issued under the Plan to the
               ----------------
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Administrator.

         (ii) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
               ----------
or any successor thereto.

         (jj) "Share" means a share of the Common Stock.
               -----

         (kk) "Spin-Off" means the distribution by IMPCO Technologies, Inc. to
               --------
its stockholders of all or any portion of the securities of the Company.

         (ll) "Subsidiary" means a "subsidiary corporation," whether now or
               ----------
hereafter existing, as defined in Section 424(f) of the Code.

         (mm) "Tax Matters Agreement" means the Tax Matter Agreement dated
               ---------------------
_________ and entered into between IMPCO Technologies, Inc. and Quantum Fuel
Systems Technologies Worldwide, Inc.


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     3.  Stock Subject to the Plan.
         -------------------------

         (a) Subject to the provisions of Section 10, below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards (including
Incentive Stock Options) is three million five hundred thousand (3,500,000)
Shares, plus an annual increase to be added on the first day of the Company's
fiscal year beginning in 2003 equal to three percent (3%) of the number of
Shares outstanding as of such date or a lesser number of Shares determined by
the Administrator. Notwithstanding the foregoing, subject to the provisions of
Section 10, below, of the number of Shares specified above, the maximum
aggregate number of Shares available for grant of Incentive Stock Options shall
be three million five hundred thousand (3,500,000) Shares, plus an annual
increase to be added on the first day of the Company's fiscal year beginning in
2003 equal to the lesser of (x) one million (1,000,000) Shares, (y) three
percent (3%) of the number of Shares outstanding as of such date, or (z) a
lesser number of Shares determined by the Administrator. The Shares to be issued
pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.

         (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Award shall not be returned to the Plan and shall
not become available for future issuance under the Plan, except that if unvested
Shares are forfeited, or repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.

     4.  Administration of the Plan.
         --------------------------

         (a) Plan Administrator.
             ------------------

             (i)   Administration with Respect to Directors and Officers. With
                   -----------------------------------------------------
respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or (B)
a Committee designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.

             (ii)  Administration With Respect to Consultants and Other
                   ----------------------------------------------------
Employees. With respect to grants of Awards to Employees or Consultants who are
---------
neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

             (iii) Administration With Respect to Covered Employees.
                   ------------------------------------------------
Notwithstanding the foregoing, grants of Awards to any Covered Employee intended
to qualify


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as Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or more Directors
of the Company eligible to serve on a committee making Awards qualifying as
Performance-Based Compensation. In the case of such Awards granted to Covered
Employees, references to the "Administrator" or to a "Committee" shall be deemed
to be references to such Committee or subcommittee.

             (iv)   Administration Errors. In the event an Award is granted in a
                    ---------------------
manner inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

         (b) Powers of the Administrator. Subject to Applicable Laws and the
             ---------------------------
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

             (i)    to select the Employees, Directors and Consultants to whom
Awards may be granted from time to time hereunder;

             (ii)   to determine whether and to what extent Awards are granted
hereunder;

             (iii)  to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;

             (iv)   to approve forms of Award Agreements for use under the Plan;

             (v)    to determine the terms and conditions of any Award granted
hereunder;

             (vi)   to amend the terms of any outstanding Award granted under
the Plan, provided that any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent;

             (vii)  to construe and interpret the terms of the Plan and Awards,
including without limitation, any notice of award or Award Agreement, granted
pursuant to the Plan;

             (viii) to establish additional terms, conditions, rules or
procedures to accommodate the rules or laws of applicable foreign jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided,
however, that no Award shall be granted under any such additional terms,
conditions, rules or procedures with terms or conditions which are inconsistent
with the provisions of the Plan; and

             (ix)   to take such other action, not inconsistent with the terms
of the Plan, as the Administrator deems appropriate.

     5.  Eligibility. Awards other than Incentive Stock Options may be granted
         -----------
to Employees, Directors and Consultants. Incentive Stock Options may be granted
only to


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Employees of the Company, a Parent or a Subsidiary. An Employee, Director or
Consultant who has been granted an Award may, if otherwise eligible, be granted
additional Awards. Awards may be granted to such Employees, Directors or
Consultants who are residing in foreign jurisdictions as the Administrator may
determine from time to time.

     6.  Terms and Conditions of Awards.
         ------------------------------

         (a) Type of Awards. The Administrator is authorized under the Plan to
             --------------
award any type of arrangement to an Employee, Director or Consultant that is not
inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of Shares or an Option.

         (b) Designation of Award. Each Award shall be designated in the Award
             --------------------
Agreement. In the case of an Option, the Option shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options, to the extent of the Shares covered thereby in excess of the foregoing
limitation, shall be treated as Non-Qualified Stock Options. For this purpose,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares shall be determined as of
the grant date of the relevant Option.

         (c) Conditions of Award. Subject to the terms of the Plan, the
             -------------------
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Administrator.
Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement.
With respect to any Award intended to qualify as Performance-Based Compensation,
the Committee shall certify in writing that any performance criteria have been
satisfied to the extent necessary to comply with Section 162(m) of the Code and
the regulations thereunder. Notwithstanding the foregoing, Options granted
pursuant to the Employee Benefit Matters Agreement shall contain terms that are
substantially the same as the terms contained in the options which they are
intended to replace.

         (d) Acquisitions and Other Transactions. The Administrator may issue
             -----------------------------------
Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a
Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase, asset
purchase or other form of transaction. In addition, the Administrator may issue
Options under the Plan in connection with the Spin-Off and the terms of


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such Options, including the exercise price and the number of Shares subject
to the Option, shall be determined pursuant to the Employee Benefit Matters
Agreement.

         (e) Deferral of Award Payment. The Administrator may establish one or
             -------------------------
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award (but only to the extent that such deferral programs would not result in an
accounting compensation charge unless otherwise determined by the
Administrator). The Administrator may establish the election procedures, the
timing of such elections, the mechanisms for payments of, and accrual of
interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the
Administrator deems advisable for the administration of any such deferral
program.

         (f) Separate Programs. The Administrator may establish one or more
             -----------------
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

         (g) Individual Option Limit. The maximum number of Shares with respect
             -----------------------
to which Options may be granted to any Grantee in any fiscal year of the
Company shall be four hundred thousand (400,000) Shares. In connection with a
Grantee's commencement of Continuous Service, a Grantee may be granted Options
for up to an additional four hundred (400,000) Shares which shall not count
against the limit set forth in the previous sentence. The foregoing limitations
shall be adjusted proportionately in connection with any change in the Company's
capitalization pursuant to Section 10, below. To the extent required by Section
162(m) of the Code or the regulations thereunder, in applying the foregoing
limitations with respect to a Grantee, if any Option is canceled, the canceled
Option shall continue to count against the maximum number of Shares with respect
to which Options may be granted to the Grantee. For this purpose, the repricing
of an Option shall be treated as the cancellation of the existing Option and the
grant of a new Option.

         (h) Early Exercise. The Award Agreement may, but need not, include a
             --------------
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be subject
to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.

         (i) Term of Award. The term of each Award shall be the term stated in
             -------------
the Award Agreement, provided, however, that the term of an Incentive Stock
Option shall be no more than ten (10) years from the date of grant thereof.
However, in the case of an Incentive Stock Option granted to a Grantee who, at
the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant thereof or such shorter term as may be provided in the
Award Agreement.


                                       9

<PAGE>

         (j) Transferability of Awards. Incentive Stock Options may not be sold,
             -------------------------
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Grantee, only by the Grantee; provided, however, that
the Grantee may designate a beneficiary of the Grantee's Incentive Stock Option
in the event of the Grantee's death on a beneficiary designation form provided
by the Administrator. Other Awards shall be transferred by will and by the laws
of descent and distribution, and during the lifetime of the Grantee, by gift and
or pursuant to a domestic relations order to members of the Grantee's Immediate
Family to the extent and in the manner determined by the Administrator.

         (k) Time of Granting Awards. The date of grant of an Award shall for
             -----------------------
all purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee, Director or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

     7.  Award Exercise or Purchase Price, Consideration and Taxes.
         ---------------------------------------------------------

         (a) Exercise or Purchase Price. The exercise or purchase price, if any,
             --------------------------
for an Award shall be as follows:

         (i)   In the case of an Incentive Stock Option:

             (A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be not less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of grant; or

             (B) granted to any Employee other than an Employee described in the
preceding paragraph, the per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.

         (ii)  In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be not less than eighty-five percent (85%) of the Fair
Market Value per Share on the date of grant unless otherwise determined by the
Administrator.

         (iii) In the case of Awards intended to qualify as Performance-Based
Compensation, the exercise or purchase price, if any, shall be not less than one
hundred percent (100%) of the Fair Market Value per Share on the date of grant.

         (iv)  In the case of other Awards, such price as is determined by the
Administrator.

         (v)   Notwithstanding the foregoing provisions of this Section 7(a), in
the case of an Award issued pursuant to Section 6(d), above, the exercise or
purchase price for the Award shall be determined in accordance with the
principles of Section 424(a) of the Code.



                                       10

<PAGE>

         (b) Consideration. Subject to Applicable Laws, the consideration to be
             -------------
paid for the Shares to be issued upon exercise or purchase of an Award including
the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant). In
addition to any other types of consideration the Administrator may determine,
the Administrator is authorized to accept as consideration for Shares issued
under the Plan the following, provided that the portion of the consideration
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

             (i)   cash;

             (ii)  check;

             (iii) delivery of Grantee's promissory note with such recourse,
interest, security, and redemption provisions as the Administrator determines as
appropriate (but with such interest rate that would not result in an accounting
compensation charge with respect to the use of a promissory note unless
otherwise determined by the Administrator);

             (iv)  if the exercise or purchase occurs on or after the
Registration Date, surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator may require
(including withholding of Shares otherwise deliverable upon exercise of the
Award) which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate exercise price of the Shares as to which said Award shall
be exercised (but only to the extent that such exercise of the Award would not
result in an accounting compensation charge with respect to the Shares used to
pay the exercise price unless otherwise determined by the Administrator);

             (v)   with respect to Options, if the exercise occurs on or after
the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or
all of the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (B) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction; or

             (vi)  any combination of the foregoing methods of payment.

         (c) Taxes. No Shares shall be delivered under the Plan to any Grantee
             -----
or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations, including,
without limitation, obligations incident to the receipt of Shares or the
disqualifying disposition of Shares received on exercise of an Incentive Stock
Option. Subject to the Tax Matters Agreement, upon exercise of an Award the
Company shall withhold or collect from Grantee an amount sufficient to satisfy
such tax obligations.


                                       11

<PAGE>

     8.  Exercise of Award.
         -----------------

         (a) Procedure for Exercise; Rights as a Stockholder.
             -----------------------------------------------

             (i)   Any Award granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator under the
terms of the Plan and specified in the Award Agreement.

             (ii)  An Award shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Award by the person entitled to exercise the Award and full payment is
received for the Shares with respect to which the Award is exercised, including,
to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(v). Notwithstanding the
foregoing, an Option issued pursuant to the Employee Benefit Matters Agreement
shall be deemed to be exercised in accordance with the procedures outlined in
the Employee Benefit Matters Agreement. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to Shares subject to an Award, notwithstanding the exercise of an
Option or other Award. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Award. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in the Award Agreement
or Section 10, below.

         (b) Exercise of Award Following Termination of Continuous Service.
             -------------------------------------------------------------

             (i)   An Award may not be exercised after the termination date of
such Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee's Continuous Service only to the extent provided in the
Award Agreement.

             (ii)  Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee's Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.

             (iii) Any Award designated as an Incentive Stock Option to the
extent not exercised within the time permitted by law for the exercise of
Incentive Stock Options following the termination of a Grantee's Continuous
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms
for the period specified in the Award Agreement.

     9.  Conditions Upon Issuance of Shares.
         ----------------------------------

         (a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.


                                       12

<PAGE>

         (b) As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any
Applicable Laws.

     10. Adjustments Upon Changes in Capitalization. Subject to any required
         ------------------------------------------
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Options
may be granted to any Grantee in any fiscal year of the Company, as well as any
other terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or similar transaction affecting
the Shares, (ii) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company, or (iii) as the
Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies or a similar
transaction; provided, however that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive. Except as the
Administrator determines, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
number or price of Shares subject to an Award.

     11. Corporate Transactions/Related Entity Dispositions.
         ---------------------------------------------------

         (a) Termination of Award to Extent Not Assumed.
             ------------------------------------------

             (i)  Corporate Transaction. Effective upon the consummation of a
                  ---------------------
Corporate Transaction, all outstanding Awards under the Plan shall terminate.
However, all such Awards shall not terminate to the extent they are Assumed in
connection with the Corporate Transaction.

             (ii) Related Entity Disposition. Effective upon the consummation of
                  --------------------------
a Related Entity Disposition, for purposes of the Plan and all Awards, there
shall be a deemed termination of Continuous Service of each Grantee who is at
the time engaged primarily in service to the Related Entity involved in such
Related Entity Disposition and each Award of such Grantee which is at the time
outstanding under the Plan shall be exercisable in accordance with the terms of
the Award Agreement evidencing such Award. However, such Continuous Service
shall not be deemed to terminate as to the portion of any such award that is
Assumed.

         (b) Acceleration of Award Upon Corporate Transaction/Related Entity
             ---------------------------------------------------------------
Disposition. The Administrator shall have the authority, exercisable either in
-----------
advance of any actual or anticipated Corporate Transaction or Related Entity
Disposition or at the time of an actual Corporate Transaction or Related Entity
Disposition and exercisable at the time of the


                                       13

<PAGE>

grant of an Award under the Plan or any time while an Award remains outstanding,
to provide for the full or partial automatic vesting and exercisability of one
or more outstanding unvested Awards under the Plan and the release from
restrictions on transfer and repurchase or forfeiture rights of such Awards in
connection with a Corporate Transaction or Related Entity Disposition, on such
terms and conditions as the Administrator may specify. The Administrator also
shall have the authority to condition any such Award vesting and exercisability
or release from such limitations upon the subsequent termination of the
Continuous Service of the Grantee within a specified period following the
effective date of the Corporate Transaction or Related Entity Disposition. The
Administrator may provide that any Awards so vested or released from such
limitations in connection with a Related Entity Disposition, shall remain fully
exercisable until the expiration or sooner termination of the Award.

         (c) Effect of Acceleration on Incentive Stock Options. The portion of
             -------------------------------------------------
any Incentive Stock Option accelerated under this Section 11 in connection with
a Corporate Transaction or Related Entity Disposition shall remain exercisable
as an Incentive Stock Option under the Code only to the extent the $100,000
dollar limitation of Section 422(d) of the Code is not exceeded. To the extent
such dollar limitation is exceeded, the accelerated excess portion of such
Option shall be exercisable as a Non-Qualified Stock Option.

     12. Effective Date and Term of Plan. The Plan shall become effective upon
         -------------------------------
the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Subject to Section 17, below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.

     13. Amendment, Suspension or Termination of the Plan.
         ------------------------------------------------

         (a) The Board may at any time amend, suspend or terminate the Plan. To
the extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

         (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

         (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 12, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Administrator, which agreement must be in writing
and signed by the Grantee and the Company.

     14. Reservation of Shares.
         ---------------------

         (a) The Company, during the term of the Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

         (b) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the


                                       14

<PAGE>

lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     15. No Effect on Terms of Employment/Consulting Relationship. The Plan
         --------------------------------------------------------
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the right of the Company or IMPCO Technologies, Inc. to terminate the Grantee's
Continuous Service at any time, with or without cause, and with or without
notice.

     16. No Effect on Retirement and Other Benefit Plans. Except as specifically
         -----------------------------------------------
provided in a retirement or other benefit plan of the Company, IMPCO
Technologies, Inc. or a Related Entity, Awards shall not be deemed compensation
for purposes of computing benefits or contributions under any retirement plan of
the Company, IMPCO Technologies, Inc. or a Related Entity, and shall not affect
any benefits under any other benefit plan of any kind or any benefit plan
subsequently instituted under which the availability or amount of benefits is
related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

     17. Stockholder Approval. The grant of Incentive Stock Options under the
         --------------------
Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock
Options pursuant to Section 424(a) of the Code. Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws. The
Administrator may grant Incentive Stock Options under the Plan prior to approval
by the stockholders, but until such approval is obtained, no such Incentive
Stock Option shall be exercisable. In the event that stockholder approval is not
obtained within the twelve (12) month period provided above, all Incentive Stock
Options previously granted under the Plan shall be exercisable as Non-Qualified
Stock Options.

     18. Effect of Section 162(m) of the Code. Following the Registration Date,
         ------------------------------------
the Plan, and all Awards issued thereunder, are intended to be exempt from the
application the stockholder approval requirements of Section 162(m) of the Code,
which restricts under certain circumstances the Federal income tax deduction for
compensation paid by a public company to named executives in excess of $1
million per year. The exemption is based on Treasury Regulation Section
1.162-27(f)(4)(iii), in the form existing on the effective date of the Plan,
with the understanding that such regulation generally exempts from the
application of the stockholder approval requirements of Section 162(m) of the
Code compensation paid pursuant to a plan of a subsidiary of a public company
that becomes publicly held. Under Treasury Regulation Section
1.162-27(f)(4)(iii), and in the event of a Registration Date, this exemption is
available to the Plan for the duration of the period that lasts until the first
regularly scheduled meeting of the stockholders of the Company that occurs more
than 12 months after the Registration Date. The Committee may, without
stockholder approval, amend the Plan retroactively and/or prospectively to the
extent it determines such amendment is necessary in order to comply with any
subsequent clarification of Section 162(m) of the Code required to preserve the
Company's Federal income tax deduction for compensation paid pursuant to the
Plan. To the extent that the Administrator determines as of the date of grant of
an Award that (i) the Award is intended to


                                       15

<PAGE>

qualify as Performance-Based Compensation and (ii) the exemption described
above is no longer available with respect to such Award, such Award shall not be
effective until any stockholder approval required under Section 162(m) of the
Code has been obtained.

                                       16

<PAGE>


                QUANTUM FUEL SYSTEMS TECHONOLOGIES WORLDWIDE, INC.
                            2002 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD
                          ----------------------------

         Grantee's Name and Address:
                                            -----------------------------------

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

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

         You have been granted an option to purchase shares of Common Stock,
subject to the terms and conditions of this Notice of Stock Option Award (the
"Notice"), the Quantum Fuel Systems Technologies Worldwide, Inc. 2002 Stock
Incentive Plan, as amended from time to time (the "Plan") and the Stock Option
Award Agreement (the "Option Agreement") attached hereto, as follows. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Notice.

        Award Number
                                            -----------------------------------

        Date of Award
                                            -----------------------------------

        Vesting Commencement Date
                                            -----------------------------------

        Exercise Price per Share            $
                                             ----------------------------------

        Total Number of Shares Subject
        to the Option (the "Shares")
                                            -----------------------------------

        Total Exercise Price                $
                                             ----------------------------------

        Type of Option:                              Incentive Stock Option

                                            ------
                                                     Non-Qualified Stock Option
                                            ------

        Expiration Date:
                                            -----------------------------------

        Post-Termination Exercise Period:   Thirty (30) Days


Vesting Schedule:
----------------

         Subject to Grantee's Continuous Service and other limitations set
forth in this Notice, the Plan and the Option Agreement, the Option may be
exercised, in whole or in part, in accordance with the following schedule:

         [25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and an additional 25% of the Shares subject to
the Option shall vest on each yearly anniversary of the Vesting Commencement
Date thereafter.]

         During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Option shall be
extended by the length of the suspension.

                                       1

<PAGE>


         In the event of the Grantee's change in status from Employee to
Consultant or from an Employee whose customary employment is 20 hours or more
per week to an Employee whose customary employment is fewer than 20 hours per
week, vesting of the Option shall continue only to the extent determined by the
Administrator as of such change in status.

         In the event of termination of the Grantee's Continuous Service for
Cause, the Grantee's right to exercise the Option shall terminate concurrently
with the termination of the Grantee's Continuous Service, except as otherwise
determined by the Administrator.

         IN WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Option is to be governed by the terms and conditions
of this Notice, the Plan, and the Option Agreement.

                                  Quantum Fuel Systems Technologies
                                  Worldwide, Inc.,
                                  a Delaware corporation

                                  By:
                                      -----------------------------------------

                                  Title:
                                         --------------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE
(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING
SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE
ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE
RIGHT OF THE GRANTEE'S EMPLOYER TO TERMINATE GRANTEE'S CONTINUOUS SERVICE, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT
UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY OR IMPCO
TECHNOLOGIES, INC. TO THE CONTRARY, GRANTEE'S STATUS IS AT WILL.

         The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all disputes arising out of or relating to this
Notice, the Plan and the Option Agreement shall be resolved in accordance with
Section Error! Reference source not found. of the Option Agreement. The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.

Dated:                            Signed:
       ---------------------              -------------------------------------
                                                         Grantee

                                        2

<PAGE>


                                                  Award Number:
                                                                ---------------

              QUANTUM TECHNOLOGIES, INC. 2002 STOCK INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT
                          ----------------------------

      1.   Grant of Option. Quantum Fuel Systems Technologies Worldwide, Inc., a
           ---------------
Delaware corporation (the "Company"), hereby grants to the Grantee (the
"Grantee") named in the Notice of Stock Option Award (the "Notice"), an option
(the "Option") to purchase the Total Number of Shares of Common Stock subject
to the Option (the "Shares") set forth in the Notice, at the Exercise Price per
Share set forth in the Notice (the "Exercise Price") subject to the terms and
provisions of the Notice, this Stock Option Award Agreement (the "Option
Agreement") and the Company's 2002 Stock Incentive Plan, as amended from time
to time (the "Plan"), which are incorporated herein by reference. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement.

         If designated in the Notice as an Incentive Stock Option, the Option
is intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as
Incentive Stock Options which become exercisable for the first time by the
Grantee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options, to the extent of the
Shares covered thereby in excess of the foregoing limitation, shall be treated
as Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall
be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the date the Option with
respect to such
Shares is awarded.

      2.   Exercise of Option.
           ------------------

           (a) Right to Exercise. The Option shall be exercisable during its
               -----------------
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The Option shall
be subject to the provisions of Section 11 of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate
Transaction or Related Entity Disposition. The Grantee shall be subject to
reasonable limitations on the number of requested exercises during any monthly
or weekly period as determined by the Administrator. In no event shall the
Company issue fractional Shares.

           (b) Method of Exercise. The Option shall be exercisable only by
               ------------------
delivery of an Exercise Notice (attached as Exhibit A) which shall state the
election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, and such other provisions as may be required by
the Administrator. The Exercise Notice shall be signed by the Grantee and shall
be delivered in person, by certified mail, or by such other method as
determined from time to time by the Administrator to the Company accompanied by
payment of the Exercise Price. The Option shall be deemed to be exercised upon
receipt by the Company of such written notice accompanied by the Exercise
Price, which, to the extent selected, shall be


                                        1

<PAGE>


deemed to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 3(d), below.

           (c)     Taxes. No Shares will be delivered to the Grantee or other
                   -----
person pursuant to the exercise of the Option until the Grantee or other person
has made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax and employment tax withholding obligations, including,
without limitation, such other tax obligations of the Grantee incident to the
receipt of Shares or the disqualifying disposition of Shares received on
exercise of an Incentive Stock Option. Upon exercise of the Option, the Company
or the Grantee's employer may offset or withhold (from any amount owed by the
Company or the Grantee's employer to the Grantee) or collect from the Grantee
or other person an amount sufficient to satisfy such tax obligations and/or the
employer's withholding obligations.

      3.   Method of Payment. Payment of the Exercise Price shall be made by
           -----------------
any of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law and, provided further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

           (a)      cash;

           (b)      check;

           (c)      surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Administrator may require
(including withholding of Shares otherwise deliverable upon exercise of the
Option) which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate Exercise Price of the Shares as to which the Option is
being exercised (but only to the extent that such exercise of the Option would
not result in an accounting compensation charge with respect to the Shares used
to pay the exercise price); or

           (d)      payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (i) shall provide written instructions
to a Company-designated brokerage firm to effect the immediate sale of some or
all of the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction.

      4.   Restrictions on Exercise.  The Option may not be exercised if the
           ------------------------
issuance of the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws.

      5.   Termination or Change of Continuous Service. In the event the
           -------------------------------------------
Grantee's Continuous Service terminates, other than for Cause, the Grantee may,
but only during the Post-Termination Exercise Period, exercise the portion of
the Option that was vested at the date of such termination (the "Termination
Date"). In the event of termination of the Grantee's Continuous Service for
Cause, the Grantee's right to exercise the Option shall, except as

                                       2

<PAGE>


otherwise determined by the Administrator, terminate concurrently with the
termination of the Grantee's Continuous Service (also the "Termination Date").
In no event shall the Option be exercised later than the Expiration Date set
forth in the Notice. In the event of the Grantee's change in status from
Employee, Director or Consultant to any other status of Employee, Director or
Consultant, the Option shall remain in effect and, except to the extent
otherwise determined by the Administrator, continue to vest; provided, however,
that with respect to any Incentive Stock Option that shall remain in effect
after a change in status from Employee to Director or Consultant, such Incentive
Stock Option shall cease to be treated as an Incentive Stock Option and shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following such change in status. Except as provided in Sections 6 and 7
below, to the extent that the Option was unvested on the Termination Date, or if
the Grantee does not exercise the vested portion of the Option within the
Post-Termination Exercise Period, the Option shall terminate.

      6.   Disability of Grantee. In the event the Grantee's Continuous Service
           ---------------------
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months from the Termination Date (and in no event later than
the Expiration Date), exercise the portion of the Option that was vested on the
Termination Date; provided, however, that if such Disability is not a
"disability" as such term is defined in Section 22(e)(3) of the Code and the
Option is an Incentive Stock Option, such Incentive Stock Option shall cease to
be treated as an Incentive Stock Option and shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following the
Termination Date. To the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the time specified herein, the Option shall terminate.

      7.   Death of Grantee. In the event of the termination of the Grantee's
           ----------------
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as
a result of his or her Disability, the Grantee's estate, or a person who
acquired the right to exercise the Option by bequest or inheritance, may
exercise the portion of the Option that was vested at the date of termination
within twelve (12) months from the date of death (but in no event later than the
Expiration Date). To the extent that the Option was unvested on the date of
death, or if the vested portion of the Option is not exercised within the time
specified herein, the Option shall terminate.

      8.   Transferability of Option. The Option, if an Incentive Stock Option,
           -------------------------
may not be transferred in any manner other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of the Grantee
only by the Grantee; provided, however, that the Grantee may designate a
beneficiary of the Grantee's Incentive Stock Option in the event of the
Grantee's death on a beneficiary designation form provided by the Administrator.
The Option, if a Non-Qualified Stock Option, may be transferred to any person by
will and by the laws of descent and distribution. Non-Qualified Stock Options
also may be transferred during the lifetime of the Grantee by gift and pursuant
to a domestic relations order to members of the Grantee's Immediate Family to
the extent and in the manner determined by the Administrator. The terms of the
Option shall be binding upon the executors, administrators, heirs, successors
and transferees of the Grantee.

                                       3

<PAGE>


      9.   Term of Option.  The Option may be exercised no later than the
           --------------
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.

      10.  Tax Consequences. Set forth below is a brief summary as of the date
           ----------------
of this Option Agreement of some of the federal tax consequences of exercise of
the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE
SHARES.

           (a)    Exercise of Incentive Stock Option. If the Option qualifies as
                  ----------------------------------
an Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as income for purposes of the alternative minimum tax for federal tax
purposes and may subject the Grantee to the alternative minimum tax in the year
of exercise. However, the Internal Revenue Service issued proposed regulations
which would subject the Grantee to withholding at the time the Grantee exercises
an Incentive Stock Option for Social Security, Medicare and other payroll taxes
(not including income tax) based upon the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price. These
proposed regulations are subject to further modification by the Internal Revenue
Service and, if adopted, would be effective only for the exercise of Incentive
Stock Options on or after January 1, 2003.

           (b)    Exercise of Incentive Stock Option Following Disability. If
                  -------------------------------------------------------
the Grantee's Continuous Service terminates as a result of Disability that is
not total and permanent disability as defined in Section 22(e)(3) of the Code,
to the extent permitted on the date of termination, the Grantee must exercise
an Incentive Stock Option within three (3) months of such termination for the
Incentive Stock Option to be qualified as an Incentive Stock Option.

           (c)    Exercise of Non-Qualified Stock Option. On exercise of a
                  --------------------------------------
Non-Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

           (d)    Disposition of Shares. In the case of a Non-Qualified Stock
                  ---------------------
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes and subject to tax at a maximum rate of 20%. In the case of
an Incentive Stock Option, if Shares transferred pursuant to the Option are held
for more than one year after receipt of the Shares and are disposed more than
two years after the Date of Award, any gain realized on disposition of the
Shares also will be treated as capital gain for federal income tax purposes and
subject to the same tax rates and holding periods that apply to Shares acquired
upon exercise of a Non-Qualified Stock Option. If


                                       4

<PAGE>


Shares purchased under an Incentive Stock Option are disposed of prior to the
expiration of such one-year or two-year periods, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the difference between the Exercise Price and the lesser
of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the
sale price of the Shares.

      11.  Entire Agreement: Governing Law. The Notice, the Plan and this Option
           -------------------------------
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.
The Notice, the Plan and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the State of California without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of California to the
rights and duties of the parties. Should any provision of the Notice, the Plan
or this Option Agreement be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

      12.  Headings.  The captions used in the Notice and this Option Agreement
           --------
are inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation.

      13.  Dispute Resolution The provisions of this Section 13 shall be the
           ------------------
exclusive means of resolving disputes arising out of or relating to the Notice,
the Plan and this Option Agreement. The Company, the Grantee, and the Grantee's
assignees (the "parties") shall attempt in good faith to resolve any disputes
arising out of or relating to the Notice, the Plan and this Option Agreement by
negotiation between individuals who have authority to settle the controversy.
Negotiations shall be commenced by either party by notice of a written statement
of the party's position and the name and title of the individual who will
represent the party. Within thirty (30) days of the written notification, the
parties shall meet at a mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, to resolve the dispute. If the dispute
has not been resolved by negotiation, the parties agree that any suit, action,
or proceeding arising out of or relating to the Notice, the Plan or this Option
Agreement shall be brought in the United States District Court for the Central
District of California (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a California state court in the County of Los
Angeles) and that the parties shall submit to the jurisdiction of such court.
The parties irrevocably waive, to the fullest extent permitted by law, any
objection the party may have to the laying of venue for any such suit, action
or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If
any one or more provisions of this Section Error! Reference source not found.
shall for any reason be held invalid or unenforceable, it is the specific intent
of the parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.

                                       5

<PAGE>


      14.  Notices. Any notice required or permitted hereunder shall be given in
           -------
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized
express mail courier service (for international delivery of notice), with
postage and fees prepaid, addressed to the other party at its address as shown
beneath its signature in the Notice, or to such other address as such party may
designate in writing from time to time to the other party.


                                       6

<PAGE>


                                    EXHIBIT A
                                    ---------

              QUANTUM TECHNOLOGIES, INC. 2002 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE
                                 ---------------

[COMPANY ADDRESS]
Attention: Secretary

      1.   Exercise of Option. Effective as of today,             ,       the
           ------------------                         ------------  -----
undersigned (the "Grantee") hereby elects to exercise the Grantee's option to
purchase             shares of the Common Stock (the "Shares") of Quantum Fuel
         -----------
Systems Technologies Worldwide, Inc. (the "Company") under and pursuant to the
Company's 2002 Stock Incentive Plan, as amended from time to time (the "Plan")
and the [ ] Incentive [ ] Non-Qualified Stock Option Award Agreement (the
"Option Agreement") and Notice of Stock Option Award (the "Notice") dated
              ,         . Unless otherwise defined herein, the terms defined in
--------------  --------
the Plan shall have the same defined meanings in this Exercise Notice.

      2.   Representations of the Grantee. The Grantee acknowledges that the
           ------------------------------
Grantee has received, read and understood the Notice, the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.

      3.   Rights as Stockholder. Until the stock certificate evidencing such
           ---------------------
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of the Plan.

      4.   Delivery of Payment.  The Grantee herewith delivers to the Company
           -------------------
the full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 3(d)of the Option Agreement.

      5.   Tax Consultation. The Grantee understands that the Grantee may suffer
           ----------------
adverse tax consequences as a result of the Grantee's purchase or disposition of
the Shares. The Grantee represents that the Grantee has consulted with any tax
consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for
any tax advice.

      6.   Taxes. The Grantee agrees to satisfy all applicable foreign, federal,
           -----
state and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. In the case
of an Incentive Stock Option, the Grantee also agrees, as partial consideration
for the designation of the Option as an Incentive Stock Option, to notify the
Company in writing within thirty (30) days of any disposition of any shares
acquired by exercise of the Option if such disposition occurs within two (2)
years from the Date of Award or within

                                       1

<PAGE>


one (1) year from the date the Shares were transferred to the Grantee. If the
Company is required to satisfy any foreign, federal, state or local income or
employment tax withholding obligations as a result of such an early disposition,
the Grantee agrees to satisfy the amount of such withholding in a manner that
the Administrator prescribes.

      7.   Successors and Assigns. The Company may assign any of its rights
           ----------------------
under this Exercise Notice to single or multiple assignees, and this agreement
shall inure to the benefit of the successors and assigns of the Company. This
Exercise Notice shall be binding upon the Grantee and his or her heirs,
executors, administrators, successors and assigns.

      8.   Headings.  The captions used in this Exercise Notice are inserted for
           --------
convenience and shall not be deemed a part of this agreement for construction or
interpretation.

      9.   Dispute Resolution.  The provisions of Section 13 of the Option
           ------------------
Agreement shall be the exclusive means of resolving disputes arising out of or
relating to this Exercise Notice.

      10.  Governing Law; Severability. This Exercise Notice is to be construed
           ---------------------------
in accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties. Should any provision of this
Exercise Notice be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.

      11.  Notices. Any notice required or permitted hereunder shall be given in
           -------
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized
express mail courier service (for international delivery of notice), with
postage and fees prepaid, addressed to the other party at its address as shown
below beneath its signature, or to such other address as such party may
designate in writing from time to time to the other party.

      12.  Further Instruments.  The parties agree to execute such further
           -------------------
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.

      13.  Entire Agreement. The Notice, the Plan and the Option Agreement are
           ----------------
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan, the Option Agreement and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons
other than the parties.

                                       2

<PAGE>


Submitted by:                                    Accepted by:

GRANTEE:                                         QUANTUM TECHNOLOGIES, INC.

                                                 By:
                                                     --------------------------

                                                 Title:
--------------------------------------------            -----------------------
                   (Signature)
Address:                                            Address:
-------                                             -------

                                                    [COMPANY ADDRESS]
--------------------------------------------

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


                                       3