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                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       QUANTUM FUEL SYSTEMS TECHNOLOGIES
                                WORLDWIDE, INC.

              Incorporated under the Laws of the State of Delaware


                                    ARTICLE I

                               Offices and Records

               Section 1.1. Delaware Office. The principal office of the
Corporation in the State of Delaware shall be located in the City of Dover,
County of Kent, and the name and address of its registered agent is AmeriSearch
Corporate Services, Inc.

               Section 1.2. Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

               Section 1.3. Books and Records. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  Stockholders

               Section 2.1. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held on such date and at such time as
may be fixed by resolution of the Board of Directors.

               Section 2.2. Special Meeting. Except as otherwise required by law
or by any Preferred Stock Designation (as defined in the Corporation's
Certificate of Incorporation), special meetings of stockholders of the
Corporation for any purpose or purposes may be called only by (i) the Board of
Directors pursuant to a resolution stating the purpose or purposes thereof
approved by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the "Whole Board"), or (ii) the Chief
Executive Officer or the Chairman of the Board, if such an officer be elected,
of the Corporation. No business other than that stated in the notice shall be
transacted at any special meeting.

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               Section 2.3. Place of Meeting. The Board of Directors, the Chief
Executive Officer, or the Chairman of the Board, if such an officer be elected,
as the case may be, may designate the place of meeting for any annual meeting or
for any special meeting of the stockholders. If no designation is so made, the
place of meeting shall be the principal office of the Corporation.

               Section 2.4. Notice of Meeting. Written or printed notice,
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be delivered by the Corporation not less than
10 calendar days nor more than 60 calendar days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed to
the stockholder at such person's address as it appears on the stock transfer
books of the Corporation. Such further notice shall be given as may be required
by law. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Meetings may be held without notice if all
stockholders entitled to vote are present, or if notice is waived by those not
present in accordance with Section 6.4 of these By-Laws. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting
of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such meeting
of stockholders.

               Section 2.5. Quorum and Adjournment; Voting. Except as otherwise
provided by law or by the Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding shares of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business is to be voted on by a class
or series of stock voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum of such class or series for the
transaction of such business. The Chairman of the meeting may adjourn the
meeting from time to time, whether or not there is such a quorum. No notice of
the time and place of adjourned meetings need be given except as required by
law. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

               Section 2.6. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing (or in such manner prescribed
by the General Corporation Law of the State of Delaware (the "DGCL")) by the
stockholder, or by such person's duly authorized attorney in fact.

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               Section 2.7. Notice of Stockholder Business and Nominations.

               (A) Annual Meetings of Stockholders.

                   (1)  Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's notice of meeting pursuant to Section 2.4 of these By-Laws,
(b) by or at the direction of the Board of Directors upon recommendation of the
Nominating Committee or otherwise or (c) by any stockholder of the Corporation
who was a stockholder of record at the time of giving of notice provided for in
this By-Law, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law.

                   (2)  For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
90th calendar day nor earlier than the close of business on the 120th calendar
day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than 30 calendar days before or more than 60 calendar days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th calendar day prior to such
annual meeting and not later than the close of business on the later of the 90th
calendar day prior to such annual meeting or the 10th calendar day following the
calendar day on which public announcement of the date of such meeting is first
made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

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               (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
100 calendar days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th
calendar day following the day on which such public announcement is first made
by the Corporation.

         (B)   Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting under Section 2.4 of
these By-Laws. Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the Board of Directors, (b) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board of Directors, any
stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Corporation's notice of meeting pursuant
to such clause (b), if the stockholder's notice required by paragraph (A)(2) of
this By-Law shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
calendar day prior to such special meeting and not later than the close of
business on the later of the 90th calendar day prior to such special meeting or
the 10th calendar day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

         (C)   General.

               (1) Only such persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this By-Law and, if any proposed
nomination or

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business is not in compliance with this By-Law, to declare that such defective
proposal or nomination shall be disregarded.

               (2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, PR
Newswire, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under an
applicable Preferred Stock Designation (as defined in the Corporation's
Certificate of Incorporation).

            Section 2.8. Procedure for Election of Directors; Required Vote.
Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect directors under an applicable Preferred
Stock Designation, a plurality of the votes cast thereat shall elect directors.
Except as otherwise provided by law, the Certificate of Incorporation, Preferred
Stock Designation, or these By-Laws, in all matters other than the election of
directors, the affirmative vote of a majority of the voting power of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the matter shall be the act of the stockholders.

            Section 2.9. Inspectors of Elections; Opening and Closing the Polls.
The Board of Directors by resolution shall appoint, or shall authorize an
officer of the Corporation to appoint, one or more inspectors, which inspector
or inspectors may include individuals who serve the Corporation in other
capacities, including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging such person's duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.

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               Section 2.10. No Stockholder Action by Written Consent. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of such holders and
may not be effected by any consent in writing by such holders.

                                  ARTICLE III

                               Board of Directors

               Section 3.1.  General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

               Section 3.2.  Number, Election and Tenure. (a) Except as
otherwise provided in any Preferred Stock Designation relating to the rights of
the holders of any class or series of Preferred Stock to elect additional
directors under specified circumstances, the number of the directors of the
Corporation shall be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the Whole Board but such number shall be not
less than four (4) nor more than eleven (11). The directors, other than those
who may be elected by the holders of any class or series of Preferred Stock
having the right under a Preferred Stock Designation to elect additional
directors under specified circumstances, shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible, one class to be originally elected for a term
expiring at the first annual meeting of stockholders, another class to be
originally elected for a term expiring at the second annual meeting of
stockholders, and another class to be originally elected for a term expiring at
the third annual meeting of stockholders, with each class to hold office until
its successor is duly elected and qualified. At each succeeding annual meeting
of stockholders, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until such person's successor shall have been duly elected and qualified.

               Section 3.3.  Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of stockholders. The Board of
Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.

               Section 3.4.  Special Meetings. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, if such
an officer be elected, the Chief Executive Officer or a majority of the Board of
Directors then in office. The person or

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persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings.

               Section 3.5. Notice. Notice of any special meeting of directors
shall be given to each director at such person's business or residence in
writing by hand delivery, first-class or overnight mail or courier service,
telegram or facsimile transmission, or orally by telephone. If mailed by
first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least 5 calendar days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least 24 hours before such meeting.
If by facsimile transmission, such notice shall be deemed adequately delivered
when the notice is transmitted at least 12 hours before such meeting. If by
telephone or by hand delivery, the notice shall be given at least 12 hours prior
to the time set for the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these By-Laws,
as provided under Section 8.1. A meeting may be held at any time without notice
if all the directors are present or if those not present waive notice of the
meeting either before or after such meeting.

               Section 3.6. Action by Consent of Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

               Section 3.7. Conference Telephone Meetings. Members of the Board
of Directors or any committee thereof may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

               Section 3.8. Quorum. Subject to Section 3.9, a whole number of
directors equal to at least a majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time without further notice. The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. The directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

               Section 3.9. Vacancies. Except as otherwise provided in any
Preferred Stock Designation relating to the rights of the holders of any class
or series of Preferred Stock Designation to elect directors under specified
circumstances, newly created directorships

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resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors, and not by stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been duly elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

               Section 3.10. Committees. (a) The Board of Directors may, by
resolution adopted by a majority of the Whole Board, designate one or more
committees, each committee to consist of three or more directors of the
Corporation. Any such committee may to the extent permitted by law exercise such
powers and shall have such responsibilities as shall be specified in the
designating resolution. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required. Such
committees may include:

               (b) Nominating Governance Committee. The Board of Directors may
appoint a Nominating Committee consisting of not less than three directors,
which committee shall recommend candidates for nomination to the Board of
Directors or to fill vacancies, and make recommendations regarding the structure
and policies of the Board of Directors and the Corporation's committees and
other corporate governance matters.

               (c) Audit Committee. The Board of Directors shall appoint an
Audit Committee consisting of not less than three directors, none of whom shall
be officers, which committee shall, among other things, regularly review the
adequacy of the Corporation's internal financial controls, review with the
Corporation's independent public accounts the annual audit and other financial
statements, and recommend the selection of the Corporation's independent public
accountants.

               (d) Compensation Committee. The Board of Directors shall appoint
a compensation committee consisting of not less than three directors, none of
whom shall be officers, which committee may, among other things, recommend to
the Board of Directors the compensation of directors and those officers of the
Corporation who are directors, make awards under the Corporation's discretionary
employee benefit plans, and make recommendations from time to time to the Board
of Directors regarding the Corporation's compensation program.

               (e) A majority of any committee may determine its action and fix
the time and place of its meetings, unless otherwise provided herein or the
Board shall otherwise provide. Notice of such meetings shall be given to each
member of the committee in the manner provided for in Section 3.5 of these
By-Laws. The Board shall have power at any time to change the powers,
responsibilities and duties of, to fill vacancies in, to change the

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number and membership of, or to dissolve any such committee to the extent
permitted by law. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.

               Section 3.11. Removal. Subject to the rights of any class or
series of stock having the right under a Preferred Stock Designation to elect
directors under specified circumstances, any director may be removed from office
only for cause by the affirmative vote of the holders of at least a majority of
the voting power of all Voting Stock then outstanding, voting together as a
single class.

               Section 3.12. Records. The Board of Directors shall cause to be
kept a record containing the minutes of the proceedings of the meetings of the
Board and of the stockholders, appropriate stock books and registers and such
books of records and accounts as may be necessary for the proper conduct of the
business of the Corporation.

                                   ARTICLE IV

                                    Officers

               Section 4.1.  Elected Officers. The elected officers of the
Corporation shall be a President, a Treasurer, a Secretary, and such other
officers (including, without limitation, a Chief Executive Officer, a Chairman
of the Board, a Chief Operating Officer, a Chief Technology Officer, and
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the
Board of Directors from time to time may deem proper. The Chairman of the Board
shall be chosen from among the directors. All officers elected by the Board of
Directors shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article IV. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Board of Directors or by any committee thereof. The Board or
any committee thereof may from time to time elect, or the Chief Executive
Officer may appoint, such other officers (including one or more Vice Presidents,
Controllers, Assistant Secretaries and Assistant Treasurers), as may be
necessary or desirable for the conduct of the business of the Corporation. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be provided in these By-Laws or as may be prescribed by
the Board or such committee or by the Chief Executive Officer, as the case may
be.

               Section 4.2.  Election and Term of Office. The elected officers
of the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until such person's successor shall have been duly

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elected and shall have qualified or until such person's death or until he shall
resign or be removed pursuant to Section 4.9.

               Section 4.3. Chairman of the Board. The Chairman of the Board, if
such an officer be elected, shall preside at all meetings of the stockholders
and of the Board of Directors. The Chairman of the Board shall perform all
duties incidental to such person's office which may be required by law and all
such other duties as are properly required of him by the Board of Directors. If
there is no President and no Chief Executive Officer, the Chairman shall in
addition be the chief executive officer of the Corporation and shall have the
powers and duties prescribed in Section 4.4. The directors also may elect a
Vice-Chairman to act in the place of the Chairman upon his or her absence or
inability to act.

               Section 4.4. Chief Executive Officer. Subject to the control of
the Board of Directors and such supervisory powers, if any, as may be given by
the Board of Directors, the powers and duties of the Chief Executive Officer of
the Corporation are:

               (a)   To act as the general manager and, subject to the control
      of the Board of Directors, to have general supervision, direction and
      control of the business and affairs of the Corporation;

               (b)   Subject to the direction of the Board of Directors, to have
     general charge of the property of the Corporation and to supervise and
     control all officers, agents and employees of the Corporation; and

               (c)   To perform such further duties as may, from time to time,
     be assigned to him by the Board of Directors.

               The Chief Executive Officer shall, in the absence of or because
     of the inability to act of the Chairman of the Board, perform all duties of
     the Chairman of the Board and preside at all meetings of stockholders and
     of the Board of Directors.

               Section 4.5. President. The President shall be the Chief
Executive Officer of the Corporation unless the Board of Directors shall have
designated another officer as the Chief Executive Officer of the Corporation.
Subject to the provisions of these By-laws and to the direction of the Board of
Directors, and subject to the supervisory powers of the Chief Executive Officer
(if the Chief Executive Officer is an officer other than the President), and
subject to such supervisory powers and authority as may be given by the Board of
Directors to the Chairman of the Board of Directors, and/or to any other
officer, the President shall have the responsibility for the general management
the control of the business and affairs of the Corporation and the general
supervision and direction of all of the officers, employees and agents of the
Corporation (other than the Chief Executive Officer, if the Chief Executive
Officer is an officer other than the President) and shall perform all duties and
have all powers that are commonly incident to the office of President or that
are delegated to the President by the Board of Directors.

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               Section 4.6. Vice Presidents. Each Senior Vice President and
Executive Vice President and any Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors or the
Chief Executive Officer.

               Section 4.7. Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be authorized by the Board of Directors, or in such banks as may be
designated as depositories in the manner provided by resolution of the Board of
Directors. The Treasurer shall have such further powers and duties and shall be
subject to such directions as may be granted or imposed from time to time by the
Board of Directors or the Chief Executive Officer. The Treasurer shall, unless
otherwise designated by the Board of Directors, be the chief financial officer
of the Corporation.

               Section 4.8. Secretary. (a) The Secretary shall keep or cause to
be kept in one or more books provided for that purpose, the minutes of all
meetings of the Board, the committees of the Board and the stockholders; the
Secretary shall see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law; shall be custodian of the
records and the seal of the Corporation and affix and attest the seal to all
stock certificates of the Corporation (unless the seal of the Corporation on
such certificates shall be a facsimile, as hereinafter provided) and affix and
attest the seal to all other documents to be executed on behalf of the
Corporation under its seal; and shall see that the books, reports, statements,
certificates and other documents and records required by law to be kept and
filed are properly kept and filed; and in general, shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Board or the Chief Executive Officer.

               (b) Assistant Secretaries shall have such of the authority and
perform such of the duties of the Secretary as may be provided in these By-Laws
or assigned to them by the Board of Directors or the Chief Executive Officer or
by the Secretary. During the Secretary's absence or inability, the Secretary's
authority and duties shall be possessed by such Assistant Secretary or Assistant
Secretaries as the Board of Directors or the Chief Executive Officer may
designate.

               Section 4.9. Removal. Any officer elected, or agent appointed, by
the Board of Directors may be removed by the affirmative vote of a majority of
the Whole Board whenever, in their judgment, the best interests of the
Corporation would be served thereby. Any officer or agent appointed by the Chief
Executive Officer may be removed by him whenever, in such person's judgment, the
best interests of the Corporation would be served thereby. No elected officer
shall have any contractual rights against the Corporation for compensation by
virtue of such election beyond the date of the election of such person's
successor, such person's death, such person's resignation or such person's
removal, whichever event shall first occur, except as otherwise provided in an
employment contract or under an employee deferred compensation plan.

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               Section 4.10. Vacancies. A newly created elected office and a
vacancy in any elected office because of death, resignation, or removal may be
filled by the Board of Directors for the unexpired portion of the term at any
meeting of the Board of Directors. Any vacancy in an office appointed by the
Chief Executive Officer because of death, resignation, or removal may be filled
by the Chief Executive Officer.

                                   ARTICLE V

                        Stock Certificates and Transfers

               Section 5.1.  Stock Certificates and Transfers. The interest of
each stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the appropriate officers of the Corporation may
from time to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by such person's attorney, upon surrender for cancellation of certificates for
at least the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board (if there be such an officer appointed), or by the Chief Executive
Officer, the President or any Vice-President and by the Treasurer or assistant
treasurer or the Secretary or assistant secretary. Any or all of the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue. Notwithstanding the foregoing provisions regarding share certificates,
the proper officers of the Corporation may provide that some or all of any or
all classes or series of the Corporation's common or any preferred shares may be
uncertificated shares.

               Section 5.2.  Lost, Stolen or Destroyed Certificates. No
certificate for shares of stock in the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the Corporation of a bond of indemnity in such amount, upon such terms and
secured by such surety, as the Board of Directors or any financial officer may
in its or such person's discretion require.

                                   ARTICLE VI

                            Miscellaneous Provisions

               Section 6.1.  Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of May and end on the last day of April of each
year.

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<PAGE>

               Section 6.2. Dividends. The Board of Directors may from time to
time declare, and the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.

               Section 6.3. Seal. The corporate seal shall have inscribed
thereon the year of incorporation and the word "Delaware."

               Section 6.4. Waiver of Notice. Whenever any notice is required to
be given to any stockholder or director of the Corporation under the provisions
of the DGCL or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders or the Board of Directors or committee thereof need be
specified in any waiver of notice of such meeting.

               Section 6.5. Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be done
annually.

               Section 6.6. Resignations. Any director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chief Executive Officer or the Secretary, and such
resignation shall be deemed to be effective as of the close of business on the
date said notice is received by the Chief Executive Officer or the Secretary, or
at such later time as is specified therein. No formal action shall be required
of the Board of Directors or the stockholders to make any such resignation
effective.

                                  ARTICLE VII

                            Contracts, Proxies, Etc.

               Section 7.1. Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation, or these By-Laws,
any contracts or other instruments may be executed and delivered in the name and
on the behalf of the Corporation by such officer or officers of the Corporation
as the Board of Directors may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. The Chief
Executive Officer, the President or any Senior Vice President, Executive Vice
President or Vice President may execute bonds, contracts, deeds, leases and
other instruments to be made or executed for or on behalf of the Corporation.
Subject to any restrictions imposed by the Board of Directors, the Chief
Executive Officer or the President, any Senior Vice President, Executive Vice
President or Vice President of the Corporation may delegate contractual powers
to others under such person's jurisdiction, it being understood, however, that
any such delegation of power shall not relieve such officer of responsibility
with respect to the exercise of such delegated power.

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<PAGE>

               Section 7.2. Proxies. Unless otherwise provided by resolution
adopted by the Board of Directors, the Chief Executive Officer, the President or
any Senior Vice President, Executive Vice President or Vice President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other Corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other Corporation, or to consent in writing, in the name of
the Corporation as such holder, to any action by such other Corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal or otherwise,
all such written proxies or other instruments as he may deem necessary or proper
in the premises.

                                  ARTICLE VIII

                                   Amendments

               Section 8.1. Amendments. The By-Laws may be altered or repealed
and new By-Laws may be adopted (1) at any annual or special meeting of
stockholders by the affirmative vote of the holders of at least two-thirds of
the voting power of the stock issued and outstanding and entitled to vote
thereat, provided, however, that any proposed amendment, alteration or repeal
of, or the adoption of any By-Law inconsistent with, Section 2.2, 2.7 or 2.10 of
Article II or Section 3.2, 3.9 or 3.11 of Article III of the By-Laws by the
stockholders shall require the affirmative vote of the holders of at least 80%
of the voting power of all Voting Stock then outstanding, voting together as a
single class, and provided, further, however, that, in the case of any such
stockholder action at a special meeting of stockholders, notice of the proposed
alteration, repeal or adoption of the new By-Law or By-Laws must be contained in
the notice of such special meeting, or (2) by the affirmative vote of a majority
of the Whole Board.

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<PAGE>

                            CERTIFICATE OF SECRETARY


         The undersigned, Secretary of Quantum Fuel Systems Technologies
Worldwide, Inc., a Delaware corporation, hereby certifies that the foregoing is
a full, true and correct copy of the Amended and Restated By-Laws of said
corporation, with all amendments to date of this Certificate.

         WITNESS the signature of the undersigned this 23rd day of July, 2002



                                           /s/ Cathryn T. Johnston
                                           -------------------------------------
                                           Cathryn T. Johnston, Secretary

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