**EXHIBIT 10.28(a)**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ismade on                         , 2006 by and between Tecstar Automotive Group, Inc. (“Tecstar” or the“Company”) and Richard C. Anderson (“Employee”). Capitalized terms not otherwise defined in the body of this Agreement shall have the meanings specified in Section 5 hereof. 

**RECITALS**

WHEREAS, Employer desiresto employ Employee in accordance with the terms and conditions of this Agreement and Employee desires to be so employed by Employer; 

WHEREAS, the terms and conditions of this Agreement have been approved by the Board of Directors and its Compensation Committee; and 

WHEREAS, by executing this Agreement, the parties desire to amend in its entirety that certain Employment Agreement by and between the Company and Employee dated March 3, 2005. 

**AGREEMENT**

NOW, THEREFORE, in consideration of the foregoing and the mutualpromises and covenants contained in this Agreement, the parties hereto agree as follows: 

**SECTION 1. EMPLOYMENT.**

The Company hereby employs Employee as its Executive Vice-President – Product Engineering and as President of its wholly-owned subsidiary, Wheel toWheel, LLC. Employee hereby accepts employment under this Agreement and agrees to devote his best effort and substantially full time, attention and energy to the Company’s business. Employee’s duties shall include all of the duties,including reasonable business-related travel, normally associated with the position named above, and shall include such other activities, responsibilities and duties that are consistent with such position as may be reasonably assigned from time totime by the CEO and COO of Quantum. The Company, through Quantum’s CEO and COO, shall retain full direction and control of the manner, means and methods by which Employee performs the services for which he is employed hereunder. 

**SECTION 2 COMPENSATION.**

2.1 BASE SALARY.During the Term, Tecstar will pay Employee a base salary of Five Hundred Fifty Thousand dollars ($550,000) per year. The Board of Directors and Compensation Committee shall review this base salary at least annually and approve any recommendedincreases. Said salary, including any increases, shall be paid to Employee in accordance with the Company’s normal payroll policies as in effect from time to time. 

2.2 INCENTIVE COMPENSATION. During the Term, Employee shall be eligible for: (a) participation inany executive cash bonus plan adopted from time to time by Quantum and (b) awards under any long-term incentive compensation plans adopted from time to time by Quantum including, but not limited to, deferred compensation, stock options andrestricted stock. 

2.3 BENEFITS. During the Term, Employee shall be entitled to the following benefits: 

(a) Except as otherwise specified in this Agreement, the fringe benefits that from time to time the Company makes generally available toits executive officers. 

(b) Term life insurance coverage, paid for by the Company, in the face amount of at least OneMillion dollars ($1,000,000). 

(c) If Employee becomes eligible to receive payments under the Company’s standardlong-term disability (“LTD”) insurance, supplemental LTD insurance coverage, such that the combination of monthly payments from the Company’s standard LTD plan and from this supplemental LTD policy shall equal one twelfth(1/12) of sixty percent (60%) of Employee’s annual base salary as in effect from time to time. 

(d) Three(3) weeks of paid vacation each calendar year, pro rated on a daily basis for any period of the Term which is less than a full calendar year. 

(e) The use of a Company owned or leased vehicle selected by Employee and approved by the Compensation Committee, or, at the option of Employee, a car allowance of Seven Hundred dollars ($700) per month, pro rated ona daily basis for any period of the Term which is less than a full month. 

(f) If Employee becomes unable to work due todisability, sick leave that covers Employee at full base salary and continued participation in whatever other Company-sponsored pay and benefit arrangements that are in place for Employee immediately prior to such disability, until Employee iseligible for LTD benefits. Any unused sick leave shall not be accumulated or carried over, nor paid for upon termination of this Agreement. 

2.4 BUSINESS EXPENSE REIMBURSEMENT. During the Term, the Company shall reimburse Employee for reasonable and necessary out-of-pocket expenses incurred by Employee in performance of services for the Company under this Agreement (e.g.transportation, lodging and food expenses incurred while traveling on Company business), all subject to such policies and other requirements as the Company may from time to time establish for its employees generally. Employee shall maintain suchrecords as will enable the Company to deduct such items as business expenses when computing its taxes. 

2.5 WITHHOLDING. Payment ofcompensation to Employee shall be subject to withholding of such amounts on account of payroll taxes, income taxes and other withholding as may be required by applicable law, rule or regulation of any governmental authority or as consented to byEmployee. 

 

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**SECTION 3 TERM AND TERMINATION PAYMENTS.**

3.1 TERM. The Term shall commence effective as of May 1, 2006 and shall continue until the earliest of: (a) the Company’s termination ofEmployee’s employment as set forth in Section 3.2 of this Agreement; (b) Employee’s termination of employment as set forth in Section 3.3 of this Agreement; or (c) the Employee’s Disability, Death or Retirement, asset forth in Section 3.4 of this Agreement. 

3.2 TERMINATION BY COMPANY. The Company may terminate Employee’s employment withCause effective immediately, or without Cause at any time by giving Employee written notice at least thirty (30) days prior to the effective date of termination; provided, that if such termination of employment is made by the Company withoutCause, then Employee shall be entitled to the following severance benefits (the “Severance Benefits”): 

(a) a lumpsum cash payment equal to two (2) times the Employee’s Base Salary in effect immediately prior to the date of termination. Said payment shall be paid to Employee within ten (10) days of Employee’s execution of the Release (ashereinafter defined); 

(b) continuation of the benefits provided pursuant to Section 2.3 (a) and (b) for aperiod of two (2) years following the date of termination (the “Severance Period”) to the extent permitted by the applicable plans; provided, however, that said benefits shall cease immediately when Employee is next employed withreasonably comparable benefits; and further provided, however, that if Employee elects during the Severance Period to convert Employee’s health coverage under COBRA, then Employee shall pay the Company the same premiums for health coverage thatEmployee paid prior to electing COBRA and the Company shall pay the balance of the COBRA premiums during the Severance Period; and 

(c) All incentive compensation awards including, without limitation, stock options (qualified and non-qualified), restricted stock and other stock-based compensation, shall immediately and automatically become fully vested. 

(d) In the event that Section 280G of the Internal Revenue Code, as amended from time to time, shall apply to Employee’sSeverance Benefits and Employee’s Severance Benefits shall exceed the 2.99x limit set forth in said Section 280G (the “280G Limit”), then the Company shall provide Employee a Section 280G tax gross-up payment, subject to amaximum payment of one-sixth (1/6) of the aggregate amount of the 280G Limit. 

Employee’s eligibility, both initially andongoing, to receive the foregoing Severance Benefits shall be conditioned on Employee having first signed a release agreement, in the form attached as Exhibit A (the “Release”). 

 

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Notwithstanding anything contained in this Agreement to the contrary, under no circumstances shallEmployee have any duty or obligation to mitigate the amount of Severance Benefits due under this Agreement. 

3.3 TERMINATION BY EMPLOYEE.Employee may terminate employment with the Company with or without Good Reason effective at any time by giving the Company written notice at least thirty (30) days prior to the effective date of termination; provided, however, that if Employeeseeks to terminate employment for Good Reason, then Employee shall give the Company: (a) written notice no more than fifteen (15) days from the date when Employee first became aware that Good Reason has taken place (or else Employeeforfeits the right to terminate employment for Good Reason) and (b) the opportunity, for no less than thirty (30) days from the effective date of Employee’s written notice to the Company, to cure the purported situation that gave riseto Good Reason. In the event of termination by Employee without Good Reason, Employee shall not be entitled to any compensation or benefits following the effective date of termination of employment, except as expressly provided under the terms ofthe Company’s applicable plans and policies. In the event of termination by Employee for Good Reason and after the Company shall have failed to cure, then Employee shall be entitled to the Severance Benefits set forth in Section 3.2 above.

3.4 TERMINATION BY DEATH, DISABILITY OR RETIREMENT. Employee’s employment shall terminate automatically upon the earliest ofEmployee’s death and, to the extent permitted by law, Disability and Retirement. In the event that Employee’s employment is terminated by death, Disability or Retirement, then the Company shall pay all compensation and benefits to whichEmployee is entitled up to the date of such termination. Thereafter, all obligations of the Company shall cease. A termination by death, Disability or Retirement shall not constitute: (a) a termination by the Company without Cause for purposesof Section 3.2 above or (b) a termination by Employee for Good Reason for purposes of Section 3.3 above. Nothing in this section shall affect Employee’s rights under any Company plan in which Employee is a participant.

**SECTION 4 CONFIDENTIALITY.**

4.1CONFIDENTIAL INFORMATION. Employee shall not at any time, during the period of employment with the Company or thereafter, except as required in the course of employment with the Company or as authorized in writing by the Board of Directors, directlyor indirectly use, disclose, disseminate or reproduce any Confidential Information or use any Confidential Information to compete, directly or indirectly, with the Company. All notes, notebooks, memoranda, computer program and similar repositoriesof information containing or relating in any way to Confidential Information shall be the property of the Company. All such items made or compiled by Employee or made available to Employee during the Term, including all copies thereof, shall bedelivered to the Company by Employee upon termination of the Term or at any other time, upon request of the Company. 

4.2 PROPRIETARYINFORMATION OF OTHERS. Employee shall not use in the course of employment with the Company, or disclose or otherwise make available to the Company, any information, documents or other items which Employee may have received from any prior employer orother person and which Employee is prohibited from so using, disclosing or making available by reason of any contract, court order, law or other obligation by which Employee is bound. 

 

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4.3 EQUITABLE RELIEF. Employee acknowledges that: the provisions of this Section 4 of the Agreementare essential to the Company; the Company would not enter into this Agreement if it did not include such provisions; the damages sustained by the Company as a result of any breach of such provisions cannot be adequately remedied by damages; and, inaddition to any other right or remedy that the Company may have under this Agreement by law or otherwise, the Company will be entitled to injunctive and other equitable relief to prevent or curtail any breach of any such provisions. 

**SECTION 5 DEFINITIONS.**

Whenever used in thisAgreement with initial letters capitalized, the following terms shall have the following meanings: 

“BOARD” or “BOARD OFDIRECTORS” means Quantum Fuel Systems Technologies Worldwide, Inc.’s Board of Directors. 

“CAUSE” means(i) Employee’s conviction of a felony crime involving dishonesty, breach of trust, or physical harm to any person; ; (ii) Employee willfully engaging in fraud or embezzlement; (iii) Employee’s commission of a material breachof this Agreement, which breach is not cured within ninety(90) days after written notice to Employee from the Company. 

“CEO”means the Chief Executive Officer of Quantum. 

“CHANGE OF CONTROL” means a change in ownership or control of the Company orQuantum effected through a merger, consolidation or acquisition by any person or related group of persons (other than an acquisition by the Company or by a Company-sponsored employee benefit plan or by a person or persons that directly or indirectlycontrols, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the totalcombined voting power of the outstanding securities of the Company or Quantum. 

“COMPENSATION COMMITTEE” means the CompensationCommittee of the Board of Directors. 

“CONFIDENTIAL INFORMATION” means information not generally known relating to the businessof the Company or any third party that is contributed to, developed by, disclosed to, or known to Employee in the course of employment by the Company, including but not limited to customer lists, specifications, data, research, test procedures andresults, know-how, services used, computer programs, information regarding past, present and prospective plans and methods of purchasing, accounting, engineering, business, marketing, merchandising, selling and servicing used by the Company.

“COO” means the Chief Operating Officer of Quantum. 

 

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“DISABILITY” means that Employee becomes eligible for the Company’s long-term disabilitybenefits or, in the sole discretion of the Company, Employee is unable to carry out Employee’s executive responsibilities by reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundredand twenty (120) days in any twelve-month period. 

“FISCAL YEAR” means the Company’s fiscal year for financialaccounting purposes as in effect from time to time, which is currently a fiscal year ending on April 30. 

“GOOD REASON”means the occurrence of any of the following events or conditions, unless consented to by Employee or cured by the Company: (a) a change in Employee’s status, title, position or responsibilities which represents a material adverse changefrom Employee’s status, title, position or responsibilities as in effect at any time during the Term; provided, however, that if after a Change in Control, Employee retains substantially the same status, title, position and responsibilitiesthat Employee had prior to the Change in Control but Employee is serving as an Executive Vice-President of the Company or a subsidiary or division of the Company, then Good Reason shall not have occurred; or (b) a reduction in Employee’sbase salary to a level below that in effect at any time during the Term. 

“QUANTUM” means Quantum Fuel Systems TechnologiesWorldwide, Inc. 

“RETIREMENT” means Employee’s retirement in accordance with the plans and policies of the Company as ineffect from time to time and applicable to Employee. 

“TERM” means the period during which Agreement is in effect as provided inSection 3.1. 

**SECTION 6 MISCELLANEOUS.**

6.1 COMPLIANCE WITH LAWS. In the performance of this Agreement, each party shall comply with all applicable laws, regulations, rules, orders and other requirements of governmental authorities having jurisdiction.

6.2 NONWAIVER. The failure of any party to insist upon or enforce strict performance by any other of any provision of this Agreement or toexercise any right, remedy or provision of this Agreement shall not be interpreted or construed as a waiver or relinquishment to any extent of such party’s right to consent or rely upon the same in that or any other instance; rather, the sameshall be and remain in full force and effect. 

6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement, and supersedes anyand all prior agreements between the Company and Employee. No amendment, modification or waiver of any of the provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 

6.4 APPLICABLE LAW AND VENUE. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State ofMichigan, and venue for any action arising out of this Agreement shall be in the federal or state courts in Oakland County, Michigan. 

 

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6.5 SURVIVAL. Section 4, together with all other provisions of this Agreement which may reasonablybe interpreted or construed to survive any termination of the Term, shall survive termination of the Term. 

6.6 ATTORNEYS’ FEES. Inthe event any suit or proceeding is instituted by any party against another arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and expenses of litigation; provided, however, that in the event ofthe settlement of any suit or proceeding, the parties shall bear their own attorneys’ fees and expenses of litigation. 

6.7SEVERABILITY. If any term, provision, covenant or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, then the remainder of this Agreement shall remain in full force and effect.

6.8 HEADINGS. The headings and captions of this Agreement are provided for convenience only, and are not intended to have any effect uponthe interpretation or construction of the Agreement. 

6.9 NOTICES. Any notice, request, consent or approval required or permitted to begiven under this Agreement or pursuant to law shall be sufficient if in writing, and personally delivered to Employee or by registered or certified mail to Employee’s residence (as noted in the Company’s records), or if personallydelivered to the Company’s Corporate Secretary at the Company’s principal office. 

 

**EMPLOYEE:**
  **TECSTAR AUTOMOTIVE GROUP, INC.**
/s/ Richard C. Anderson
  
/s/ Jeffrey P. Beitzel
  By: Jeffrey P. Beitzel  Its: President
 

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**EXHIBIT A**

**FORM OF RELEASE CERTIFICATE**

(“You”) and Tecstar Automotive Group, Inc. (the“Company”) have agreed to enter into this Release Certificate on the following terms: 

Within ten (10) days after you signthis Release Certificate (which you may sign no sooner than the last day of your employment with the Company), you will become eligible to receive the Severance Benefits in accordance with the terms of your Employment Agreement with the Company.

In return for the consideration described in the Employment Agreement, you and your representatives completely release the Company, itsaffiliated, related, parent or subsidiary corporations, and its and their present and former directors, officers and employees (the “Released Parties”) from all claims of any kind, known and unknown,1 which you may now have or have ever had against any of them, or arising out of your relationship with any of them, including all claims arising fromyour employment or the termination of your employment, with the exception of Severance Payments as outlined in Section 3.2, whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction(“Released Claims”). By way of example and not in limitation, the Released Claims shall include any claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Worker Adjustment and RetrainingNotification Act, the Age Discrimination in Employment Act, and the California Fair Employment and Housing Act, and any other comparable state or local law, as well as any claims asserting wrongful termination, breach of contract, breach of thecovenant of good faith and fair dealing, negligent or intentional misrepresentation, defamation and any claims for attorneys’ fees. You also agree not to initiate or cause to be initiated against any of the Released Parties any lawsuit,compliance review, administrative claim, investigation or proceedings of any kind which pertain in any manner to the Released Claims. 

Youacknowledge that the release of claims under the Age Discrimination in Employment Act (“ADEA”) is subject to special waiver protection. Therefore, you acknowledge the following: (a) you have had twenty-one (21) days to considerthis Release Certificate (but may sign it at any time beforehand, if you so desire); (b) you can consult an attorney in doing so; (c) you can revoke this Release Certificate within seven (7) days of signing it, by sending a certifiedletter to that effect to the Company’s Chief Executive Officer; and that (d) notwithstanding the foregoing, the portion of this Release Certificate that pertains to the release of claims under ADEA shall not become effective or enforceableand no funds shall be exchanged until the seven (7)-day revocation period has expired, but that all other provisions of this Release Certificate shall become effective upon its execution by the parties. 

 
1You further agree that because this Release Certificate specifically covers known and unknown claims, you waive your rights under Section 1542 of the CaliforniaCivil Code or under any other comparable law of another jurisdiction that limits a general release to claims that are known to exist at the date of this release. Section 1542 of the California Civil Code states as follows: “A generalrelease does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

The parties agree that this Release Certificate and the Employment Agreement contain all of ouragreements and understandings with respect to their subject matter, and may not be contradicted by evidence of any prior or contemporaneous agreement, except to the extent that the provisions of any such agreement have been expressly referred to inthis Release Certificate or the Employment Agreement as having continued effect. It is agreed that this Release Certificate shall be governed by the laws of the State of Michigan. If any provision of this Release Certificate or its application toany person, place or circumstance is held by a court of competent jurisdiction to be invalid, unenforceable or void, then the remainder of this Release Certificate and such provision as applied to other person, places and circumstances shall remainin full force and effect. 

Notwithstanding anything contained in this Release Certificate to the contrary, the Company acknowledges andagrees that Employee is not releasing the Company from any claims for indemnification that Employee may have against the Company arising from or related to Employee’s status as an officer of the Company whether such rights to indemnificationarise from the Company’s Articles of Incorporation, Bylaws or by statute, contract or otherwise. 

**Please note that this ReleaseCertificate may not be signed before the last day of your employment with the Company, and that your eligibility for severance benefits is conditioned upon meeting the terms set forth in your Employment Agreement.**

 

 
  Date:                                Employee  **TECSTAR AUTOMOTIVE GROUP, INC.**  By: 
 
  Date:                                Name: 
 
  Title: