Exhibit 10.26

                                  EXHIBIT 10.26

             ENOVA SYSTEMS, INC. DIRECTOR INDEMNIFICATION AGREEMENT

     THIS  INDEMNIFICATION  AGREEMENT (the  "AGREEMENT") is made effective as of
July _____, 2005, by and between Enova Systems,  Inc., a California  corporation
(the  "Company"),   and  ________________,   a  Director  of  the  Company  (the
"INDEMNITEE").

                                    RECITALS:
                                    ---------

     A.  The  Company  is aware  that  competent  and  experienced  persons  are
increasingly reluctant to serve as directors and officers of corporations unless
they are protected by comprehensive liability insurance or indemnification,  due
to increased exposure to litigation costs and risks resulting from their service
to such corporations,  and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors or officers.

     B. The statutes and judicial  decisions  regarding  the duties of directors
and  officers are often  difficult  to apply,  ambiguous,  or  conflicting,  and
therefore fail to provide such  directors and officers with  adequate,  reliable
knowledge of legal risks to which they are exposed or information  regarding the
proper course of action to take.

     C.  Plaintiffs  often seek  damages in such large  amounts and the costs of
litigation may be so enormous (whether or not the case is meritorious), that the
defense and/or settlement of such litigation is beyond the personal resources of
directors and officers.

     D. The Company believes that it is unfair for its directors and officers to
assume the risk of huge judgments and other expenses which may occur in cases in
which the director or officer received no personal profit and in cases where the
director or officer was not culpable.

     E. The Company  recognizes  that the issues in  controversy  in  litigation
against a director  or officer of a  corporation  such as the  Company are often
related to the knowledge,  motives, and intent of such director or officer, that
he or she is usually the only witness with knowledge of the essential  facts and
exculpating  circumstances  regarding  such  matters and that the long period of
time  which  usually  elapses  before  the  trial or other  disposition  of such
litigation  often  extends  beyond the time that the  director  or  officer  can
reasonably  recall  such  matters  and may extend  beyond  the  normal  time for
retirement  for such  director or officer with the result that he or she,  after
retirement  or in the event of death,  his or her spouse,  heirs,  executors  or
administrators,  may be  faced  with  limited  ability  and  undue  hardship  in
maintaining an adequate defense, which may discourage such a director or officer
from serving in that position.

     F. Based upon their experience as business managers, the Board of Directors
of the Company (the "BOARD") has concluded that, to retain and attract  talented
and  experienced  individuals  to serve as directors and officers of the Company
and to encourage such  individuals to take the business risks  necessary for the
success  of the  Company,  it is  necessary  for the  Company  to  contractually
indemnify its directors and officers, and to assume for itself maximum liability
for expenses and damages in connection  with claims  against such  directors and
officers  in  connection  with their  service to the  Company,  and has  further
concluded  that the failure to provide such  contractual  indemnification  could
result in great harm to the Company and the Company's shareholders.

     G. Section 317 of the  California  Corporations  Code (the  "CODE"),  under
which the  Company  is  organized  ("SECTION  317"),  empowers  the  Company  to
indemnify  persons who serve,  at the request of the Company,  as the directors,
officers,  employees  or  agents  of  other  corporations  or  enterprises,  and
expressly  provides  that the  indemnification  provided  by Section  317 is not
exclusive.


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     H. The  Company  is also  investigating  obtaining  increased  coverage  of
director's and officer's  liability  insurance  ("D&O  INSURANCE").  The Company
believes that the interests of the Company's  shareholders  would best be served
by a  combination  of such  insurance  as the  Company  may obtain in the future
pursuant to the Company's  obligations  hereunder and the indemnification by the
Company of the directors and officers of the Company.

     I.  The  Company  desires  and has  requested  the  Indemnitee  to serve or
continue  to serve as a director  of the  Company  free from undue  concern  for
claims for damages arising out of or related to such services to the Company.

     J. The  Indemnitee  is  willing  to serve,  or to  continue  to serve,  the
Company, provided that he or she is furnished the indemnity provided for herein.

     THE PARTIES AGREE AS FOLLOWS:

     1.  DEFINITIONS.  As used  herein,  the  following  terms  shall  have  the
following meanings:

         Section 1.1 "AGENT" of the Company  shall mean any person who is or was
a director,  officer, employee or other agent of the Company or a Subsidiary (as
defined below);  or is or was serving at the request of, for the convenience of,
or to represent  the  interests  of the Company or a  Subsidiary  as a director,
officer,   employee  or  agent  of  another  foreign  or  domestic  corporation,
partnership,  joint  venture,  trust or  other  enterprise;  or was a  director,
officer,  employee  or agent of a foreign or  domestic  corporation  which was a
predecessor  corporation  of the  Company  or a  Subsidiary  or was a  director,
officer,  employee  or agent of another  enterprise  at the  request of, for the
convenience of, or to represent the interests of such predecessor corporation.

         Section 1.2 "EXPENSES"  shall mean all direct and indirect costs of any
type or nature whatsoever  (including,  without limitation,  all attorneys' fees
and related disbursements, other out of pocket costs and reasonable compensation
for  time  spent  by the  Indemnitee  for  which  he or  she  is  not  otherwise
compensated by the Company or any third party) actually and reasonably  incurred
by the Indemnitee in connection with either the investigation, defense or appeal
of a proceeding or  establishing or enforcing a right to  indemnification  under
this Agreement, Section 317 or otherwise; provided, however, that expenses shall
not include any  judgments,  fines,  ERISA  excise taxes or penalties or amounts
paid in settlement of a proceeding.

         Section  1.3  "PROCEEDING"  shall  mean  any  threatened,  pending,  or
completed   action,   suit  or  other  proceeding,   whether  civil,   criminal,
administrative, investigative or any other type whatsoever.

         Section 1.4 "SUBSIDIARY"  shall mean any corporation of which more than
50% of the outstanding  voting securities is owned directly or indirectly by the
Company,  by the Company and one or more other  subsidiaries,  or by one or more
other subsidiaries.

     2. AGREEMENT TO SERVE.  The Indemnitee  agrees to serve and/or  continue to
serve as a director of the Company,  at its will,  so long as the  Indemnitee is
duly  appointed  or elected and  qualified  in  accordance  with the  applicable
provisions  of the by laws of the  Company or until such time as the  Indemnitee
tenders his/her resignation in writing.

     3. FUTURE LIABILITY INSURANCE. The Company hereby covenants and agrees that
the Company  shall use its  reasonable  best  efforts  consistent  with  prudent
business  practice  to  maintain  in full  force and  effect  D&O  Insurance  in
reasonable  amounts  from  established  and  reputable  insurers.   The  parties
acknowledge  that  such  insurance  in the  future  may not be  available  at an
acceptable price or at all.


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     4. MANDATORY INDEMNIFICATION.

         Section 4.1 Third Party Actions.  If the Indemnitee is a person who was
or is a party or is threatened to be made a party to any Proceeding  (other than
an  action  by or in the  right of the  Company)  by reason of the fact that the
Indemnitee  is or was an Agent of the Company,  or by reason of anything done or
not done by the Indemnitee in any such capacity, the Company shall indemnify the
Indemnitee  against any and all Expenses and  liabilities of any type whatsoever
(including,  but not  limited  to,  judgments,  fines,  ERISA  excise  taxes  or
penalties,  and amounts paid in settlement)  actually and reasonably incurred by
the  Indemnitee in connection  with the  investigation,  defense,  settlement or
appeal of such proceeding if the Indemnitee  acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal proceeding,  had no reasonable
cause to believe his conduct was unlawful.

         Section 4.2 Derivative  Actions.  If the Indemnitee is a person who was
or is a party or is threatened to be made a party to any Proceeding by or in the
right of the  Company to  procure a judgment  in its favor by reason of the fact
that the Indemnitee is or was an Agent of the Company,  or by reason of anything
done or not done by the  Indemnitee  in any such  capacity,  the  Company  shall
indemnify  the  Indemnitee  against any amounts paid in  settlement  of any such
proceeding and all Expenses  actually and reasonably  incurred by the Indemnitee
in connection with the  investigation,  defense,  settlement,  or appeal of such
proceeding if the Indemnitee  acted in good faith and in a manner the Indemnitee
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company;  except that no indemnification  under this subsection shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
finally  adjudged  to  be  liable  to  the  Company  by  a  court  of  competent
jurisdiction  due to willful  misconduct of a culpable nature in the performance
of a duty to the  Company  unless and only to the extent that the court in which
such proceeding was brought shall determine upon application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts which the
court shall deem proper.

         Section 4.3 Actions where Indemnitee is Deceased.  If the Indemnitee is
a  person  who  was or is a party  or is  threatened  to be made a party  to any
Proceeding  by reason of the fact that the  Indemnitee is or was an Agent of the
Company, or by reason of anything done or not done by the Indemnitee in any such
capacity,  the  Company  shall  indemnify  the  Indemnitee  against  any and all
Expenses and liabilities of any type whatsoever (including,  but not limited to,
judgments,  fines,  ERISA  excise  taxes  and  penalties,  and  amounts  paid in
settlement)  actually  and  reasonably  incurred  by or for  the  Indemnitee  in
connection  with  the  investigation,  defense,  settlement  or  appeal  of such
proceeding if the Indemnitee  acted in good faith and in a manner the Indemnitee
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  and,  prior  to,  during  the  pendency  or after  completion  of such
proceeding  Indemnitee  is deceased,  except that in a  proceeding  by or in the
right of the Company no  indemnification  shall be due under the  provisions  of
this subsection in respect of any claim, issue or matter as to which such person
shall have been  finally  adjudged  to be liable to the  Company,  by a court of
competent  jurisdiction,  due to willful  misconduct of a culpable nature in the
performance  of his duty to the Company,  unless and only to the extent that the
court in which such  proceeding  was brought shall  determine  upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
amounts which the court shall deem proper.

         Section 4.4 Payments from D&O Insurance. Notwithstanding the foregoing,
the Company shall not be obligated to indemnify the  Indemnitee  for Expenses or
liabilities of any type whatsoever  (including,  but not limited to,  judgments,
fines,  ERISA excise taxes or penalties,  and amounts paid in settlement)  which
have been paid directly to Indemnitee by D&O Insurance.


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<PAGE>

     5.  PARTIAL  INDEMNIFICATION.  If the  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any Expenses or liabilities of any type  whatsoever  (including,  but
not limited to, judgments,  fines, ERISA excise taxes or penalties,  and amounts
paid in settlement)  incurred by the Indemnitee in the  investigation,  defense,
settlement   or  appeal  of  a  proceeding   but  not  entitled,   however,   to
indemnification  for  all  of  the  total  amount  thereof,  the  Company  shall
nevertheless  indemnify  the  Indemnitee  for that portion  thereof to which the
Indemnitee is entitled.

     6. MANDATORY  ADVANCEMENT OF EXPENSES.  Subject to Section 10.1 below,  the
Company shall advance all Expenses incurred by the Indemnitee in connection with
the investigation,  defense, settlement or appeal of any proceeding to which the
Indemnitee  is a party or is threatened to be made a party by reason of the fact
that  the  Indemnitee  is or was an  Agent  of the  Company.  Indemnitee  hereby
undertakes  to repay such amounts  advanced  only if, and to the extent that, it
shall ultimately be determined  pursuant to Section 8 hereof that the Indemnitee
is not entitled to be indemnified by the Company as authorized  hereby, and such
undertaking  should be deemed to satisfy the  requirements  of Section 317(f) of
the Code. The advances to be made hereunder  shall be paid by the Company to the
Indemnitee  within 20 days following  delivery of a written request  therefor by
the Indemnitee to the Company.

     7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

         Section 7.1  Commencement of Proceeding.  Promptly after receipt by the
Indemnitee of notice of the  commencement  of, or the threat of commencement of,
any  Proceeding,   the  Indemnitee  shall,  if  the  Indemnitee   believes  that
indemnification  with respect  thereto may be sought from the Company under this
Agreement,  notify the  Company of the  commencement  or threat of  commencement
thereof.

         Section  7.2 Notice to  Insurers.  If, at the time of the  receipt of a
notice of the commencement of a Proceeding  pursuant to Section 7.1 hereof,  the
Company has D&O Insurance in effect, the Company shall give prompt notice of the
commencement  of  such  Proceeding  to  the  insurers  in  accordance  with  the
procedures set forth in the respective  policies.  The Company shall  thereafter
take all necessary or desirable  action to cause such insurers to pay, on behalf
of the  Indemnitee,  all  amounts  payable  as a result  of such  Proceeding  in
accordance with the terms of such policies.

         Section 7.3 Assumption of Defense. If the Company shall be obligated to
pay the Expenses of any  Proceeding  against the  Indemnitee,  the  Company,  if
appropriate,  shall be entitled to assume the defense of such  Proceeding,  with
counsel  approved by the  Indemnitee,  upon the  delivery to the  Indemnitee  of
written notice of its election so to do. After delivery of such notice, approval
of such  counsel by the  Indemnitee  and the  retention  of such  counsel by the
Company,  the Company will not be liable to the Indemnitee  under this Agreement
for any fees of counsel subsequently  incurred by the Indemnitee with respect to
the same  Proceeding,  provided that: (i) the Indemnitee shall have the right to
employ his counsel in any such Proceeding at the Indemnitee's  expense; and (ii)
if  (A)  the  employment  of  counsel  by the  Indemnitee  has  been  previously
authorized by the Company,  (B) the Indemnitee  shall have reasonably  concluded
that there may be a conflict of interest  between the Company and the Indemnitee
in the conduct of any such defense or (C) the Company  shall not, in fact,  have
employed counsel to assume the defense of such Proceeding, the fees and expenses
of Indemnitee's counsel shall be at the expense of the Company.

     8. DETERMINATION OF RIGHT TO INDEMNIFICATION.

         Section 8.1 Appeal of Proceeding. To the extent the Indemnitee has been
successful on the merits or otherwise in defense of any  Proceeding  referred to
in Sections 4.1, 4.2, or 4.3 of this Agreement or in the defense of


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any claim,  issue or matter described  therein,  the Company shall indemnify the
Indemnitee  against  Expenses  actually  and  reasonably  incurred by him/her in
connection with the investigation, defense, or appeal of such Proceeding.

         Section  8.2 No  Indemnification.  In the  event  that  Section  8.1 is
inapplicable,  the Company shall also indemnify the Indemnitee  unless, and only
to the extent that, the Company shall prove by clear and convincing  evidence to
a forum  listed  in  Section  8.3  below  that  the  Indemnitee  has not met the
applicable  standard  of conduct  required  to entitle  the  Indemnitee  to such
indemnification.

         Section 8.3  Selection of Forum.  The  Indemnitee  shall be entitled to
select the forum in which the validity of the Company's  claim under Section 8.2
hereof that the Indemnitee is not entitled to indemnification will be heard from
among the following:  (a) A quorum of the Board  consisting of directors who are
not parties to the proceeding for which indemnification is being sought; (b) The
shareholders of the Company;  (c) Legal counsel selected by the Indemnitee,  and
reasonably approved by the Board, which counsel shall make such determination in
a written opinion; or (d) A panel of three arbitrators,  one of whom is selected
by the Company,  another of whom is selected by the  Indemnitee  and the last of
whom is selected by the first two arbitrators so selected.

         Section 8.4  Submission  of Claim.  As soon as  practicable,  and in no
event  later than 30 days after  written  notice of the  Indemnitee's  choice of
forum  pursuant to Section 8.3 above,  the Company  shall,  at its own  expense,
submit  to  the  selected  forum  in  such  manner  as  the  Indemnitee  or  the
Indemnitee's  counsel may reasonably  request,  its claim that the Indemnitee is
not entitled to  indemnification;  and the Company  shall act in the utmost good
faith to assure the  Indemnitee a complete  opportunity  to defend  against such
claim.

         Section 8.5 Binding Judgment. If the forum listed in Section 8.3 hereof
selected by Indemnitee determines that Indemnitee is entitled to indemnification
with respect to a specific  Proceeding,  such  determination  shall be final and
binding on the Company.  If the forum  listed in Section 8.3 hereof  selected by
Indemnitee  determines that Indemnitee is not entitled to  indemnification  with
respect to a specific  Proceeding,  the Indemnitee shall have the right to apply
to the court in which that  Proceeding  is or was  pending or any other court of
competent  jurisdiction,  for the purpose of enforcing the Indemnitee's right to
indemnification pursuant to this Agreement.

         Section 8.6  Interpretation  of  Agreement.  Notwithstanding  any other
provision in this  Agreement to the contrary,  the Company  shall  indemnify the
Indemnitee  against all Expenses  incurred by the Indemnitee in connection  with
any  Proceeding  under this Section 8 involving the  Indemnitee  and against all
Expenses  incurred by the  Indemnitee  in connection  with any other  Proceeding
between  the  Company  and  the  Indemnitee   involving  the  interpretation  or
enforcement of the rights of the Indemnitee  under this Agreement unless a court
of competent  jurisdiction  finds that each of the claims and/or defenses of the
Indemnitee in any such Proceeding was frivolous or made in bad faith.

     9.  LIMITATION  OF ACTIONS AND RELEASE OF CLAIMS.  No  Proceeding  shall be
brought and no cause of action  shall be asserted by or on behalf of the Company
or any Subsidiary against the Indemnitee,  Indemnitee's  spouse,  heirs, estate,
executors or  administrators  after the  expiration  of one year from the act or
omission of the Indemnitee  upon which such Proceeding is based;  however,  in a
case where the Indemnitee  fraudulently conceals the facts underlying such cause
of  action,  no  Proceeding  shall be  brought  and no cause of action  shall be
asserted  after the expiration of one year from the earlier of: (i) the date the
Company or any Subsidiary of the Company  discovers such facts; or (ii) the date
the Company or any Subsidiary of the Company could have discovered such facts by
the  exercise  of  reasonable  diligence.  Any  claim or cause of  action of the
Company or any Subsidiary of the Company,  including claims  predicated upon the
negligent act or omission of the Indemnitee,  shall be  extinguished  and deemed
released  unless  asserted by filing of a legal action within such period.  This
Section 9 shall not apply to any cause of action  which has  accrued on the date
hereof and of which the Indemnitee is aware on the date hereof,  but as to which
the Company has no actual knowledge apart from the Indemnitee's knowledge.


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     10.   EXCEPTIONS.   Any   other   provisions   herein   to   the   contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

         Section 10.1 Claims  Initiated by  Indemnitee.  To indemnify or advance
expenses to the Indemnitee  with respect to  Proceedings or claims  initiated or
brought  voluntarily by the  Indemnitee  and not by way of defense,  except with
respect   to   Proceedings   brought  to   establish   or  enforce  a  right  to
indemnification under this Agreement or any other statute or law or otherwise as
required under Section 317 but such  indemnification  or advancement of Expenses
may be provided  by the  Company in  specific  cases if the Board finds it to be
appropriate; or

         Section 10.2 Lack of Good Faith.  To indemnify the  Indemnitee  for any
Expenses incurred by the Indemnitee with respect to any Proceeding instituted by
the Indemnitee to enforce or interpret this  Agreement,  if a court of competent
jurisdiction  determines  that  each  of the  material  assertions  made  by the
Indemnitee in such Proceeding was made in bad faith or was frivolous; or

         Section 10.3  Unauthorized  Settlements.  To indemnify  the  Indemnitee
under this Agreement for any amounts paid in settlement of a Proceeding effected
within seven  calendar days after  delivery by the  Indemnitee to the Company of
the notice  provided for in Section 7.1 hereof,  unless the Company  consents to
such settlement.

     11. NON-EXCLUSIVITY.  The provisions for indemnification and advancement of
Expenses set forth in this Agreement shall not be deemed  exclusive of any other
rights which the  Indemnitee  may have under any provision of law, the Company's
Articles of Incorporation or Bylaws,  the vote of the Company's  shareholders or
disinterested directors,  other agreements,  or otherwise,  both as to action in
Indemnitee's official capacity and to action in another capacity while occupying
the position as an Agent of the Company,  and the Indemnitee's  rights hereunder
shall continue after the Indemnitee has ceased acting as an Agent of the Company
and shall inure to the benefit of the heirs, executors and administrators of the
Indemnitee.

     12.  INTERPRETATION OF AGREEMENT.  It is understood that the parties hereto
intend  this  Agreement  to  be  interpreted  and  enforced  so  as  to  provide
indemnification  to  the  Indemnitee  to the  fullest  extent  now or  hereafter
permitted by law.

     13. SEVERABILITY. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever:  (i) the
validity,  legality  and  enforceability  of  the  remaining  provisions  of the
Agreement (including without limitation,  all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired  thereby;  and (ii) to the fullest extent
possible, the provisions of this Agreement (including,  without limitation,  all
portions of any paragraph of this  Agreement  containing any such provision held
to be  invalid,  illegal  or  unenforceable,  that are not  themselves  invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid,  illegal or unenforceable  and to give
effect to Section 12 hereof.

     14.  MODIFICATION AND WAIVER.  No supplement,  modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall  constitute a waiver of any other  provision  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     15.  SUCCESSORS AND ASSIGNS.  The terms of this  Agreement  shall bind, and
shall inure to the benefit of, the successors and assigns of the parties hereto.

     16. NOTICE. All notices,  requests,  demand and other  communications under
this  Agreement  shall be in  writing  and shall be deemed  duly  given:  (i) if
delivered by hand and receipted for by the party addressee; or (ii) if mailed by


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certified or registered  mail with postage  prepaid,  on the third  business day
after the mailing  date.  Address for notice to either party are as shown on the
signature  pages of this  Agreement,  or as  subsequently  modified  by  written
notice.

     17.  GOVERNING  LAW. This  Agreement  shall be governed  exclusively by and
construed  according  to the laws of the  State of  California,  as  applied  to
contracts between California residents entered into and to be performed entirely
within California.

     18. CONSENT TO  JURISDICTION.  The Company and the  Indemnitee  each hereby
irrevocably  consent to the  jurisdiction of the state and federal courts in the
State of California for all purposes in connection with any action or proceeding
which  arises  out of or  relates  to this  Agreement  and agree that any action
instituted  under this  Agreement  shall be brought only in the state or federal
courts in the State of California.

     IN WITNESS  WHEREOF,  the parties  hereto have entered into this  Indemnity
Agreement effective as of the date first above written.


         ENOVA SYSTEMS. INC.

         By: ______________________________


         Name: ____________________________


         Title: ___________________________
         INDEMNITEE

         __________________________________
         [NAME OF DIRECTOR]


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