Second Amendment to Security Agreement



 Exhibit 10.14 
 Execution Copy 
 SECOND AMENDMENT TO SECURITY AGREEMENT 
 This SECOND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of January 16, 2008, is made and given by each of the
undersigned (collectively, the “Grantors” and individually, each a “Grantor”), in favor of WB QT, LLC, a Delaware limited liability company, as agent for the lenders (the “Lenders”) from time to
time party to the Credit Agreement defined below (in such capacity, the “Secured Party”). 
 RECITALS 
 A. Each Grantor executed in favor of the Secured Party, for the benefit of the Lenders, the Security Agreement dated as of January 31, 2007, as
amended by a First Amendment to Security Agreement dated as of November 6, 2007 (the “Security Agreement”) pursuant to which each Grantor pledged and granted to the Secured Party, for the benefit of the Lenders, a security
interest in the property described therein. 
 B. The Grantors desire to amend certain provisions of the Security Agreement and the Secured
Party has agreed to make such amendments, subject to the terms and conditions o this Amendment. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 
 1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Security Agreement shall have the same meanings
as defined therein, unless otherwise defined herein. 
 2. Amendment of Obligations. The definition of
“Obligations” contained in Section 1(a) of the Security Agreement is hereby amended in its entirety to read as follows: 
 “Obligations” shall mean (a) all indebtedness, liabilities and obligations of each Grantor to the Secured Party or any Lender of every kind, nature or description under the Credit Agreement,
including the Borrower’s obligations on any promissory note or notes under the Credit Agreement and any note or notes hereafter issued in substitution or replacement thereof, and any other Loan Document (as defined in the Credit Agreement),
(b) any and all indebtedness, liabilities and obligations of any Grantor to the Secured Party or any Lender of every kind, nature and description under any Guaranty and any other guaranty or guaranties executed and delivered by such Grantor in
favor of the Secured Party, (c) all liabilities of each Grantor under this Agreement, and in all of the foregoing cases whether due or to become due, and whether now existing or hereafter arising or incurred. 







 3. Effectiveness. This Amendment shall be effective as of the date first above
written upon the complete execution and delivery (whether by facsimile or otherwise) thereof. 
 4. Affirmation of Security
Agreement. The Secured Party and each Grantor each acknowledge and affirm that the Security Agreement, as amended hereby, is hereby ratified and confirmed in all respects and all terms, conditions and provisions of the Security Agreement, except
as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Security Agreement are hereby amended and shall refer to the Security Agreement as amended hereby. 
 5. Successors. This Amendment shall be binding upon each Grantor, the Secured Party and their respective successors and
assigns, and shall inure to the benefit of each Grantor, the Secured Party and the successors and assigns of the Secured Party. 
 6. Counterparts. This Amendment may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and
the same document, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement. 
 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF. 
 [Remainder of page intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first written above. 
  

			
	WB QT, LLC, as Agent
		
	By:	 	/s/ Jonathon Wood
	Name:	 	Jonathon Wood
	Title:	 	CFO
	
	TECSTAR AUTOMOTIVE GROUP, INC.
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
		
	By:	 	/s/ W. Brian Olson
	Name:	 	W. Brian Olson
	Title:	 	CFO


  

 S-1 
 [Signature Page to Second Amendment to Security Agreement] 









			
	CLASSIC DESIGN CONCEPTS, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	PERFORMANCE CONCEPTS, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	POWERTRAIN INTEGRATION, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	REGENCY CONVERSIONS, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary


  

 S-2 
 [Signature Page to Second Amendment to Security Agreement] 









			
	STARCRAFT AUTOMOTIVE GROUP, INC.
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	TECSTAR, L.P.
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	TECSTAR PARTNERS, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	TROY TOOLING, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	UNIQUE PERFORMANCE CONCEPTS, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo


  

 S-3 
 [Signature Page to Second Amendment to Security Agreement] 









			
	Title:	 	Secretary


  

			
	WHEEL TO WHEEL, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary
	
	WHEEL TO WHEEL POWERTRAIN, LLC
		
	By:	 	/s/ Kenneth R. Lombardo
	Name:	 	Kenneth R. Lombardo
	Title:	 	Secretary


  

 S-4 
 [Signature Page to Second Amendment to Security Agreement]