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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

     Quantum Fuel Systems Technologies Worldwide, Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of Delaware,

     DOES HEREBY CERTIFY:

              1. That the name of the Corporation is Quantum Fuel Systems
Technologies Worldwide, Inc. The Corporation was originally incorporated under
the name "Quantum Technologies, Inc."; and the original Certificate of
Incorporation, the Certificate of Correction, the first Certificate of Amendment
of the Certificate of Incorporation, and the second Certificate of Amendment of
the Certificate of Incorporation of the Corporation were filed with the
Secretary of State of the State of Delaware on October 13, 2000, October 19,
2000, June 1, 2001, and August 16, 2001, respectively.

              2. That at a meeting of the Board of Directors of the Corporation
duly held on July 17, 2002, resolutions were duly adopted setting forth the
proposed amendment and restatement of the Certificate of Incorporation of the
Corporation and declaring said amendment and restatement to be advisable. The
resolution setting forth the proposed amendment and restatement is as follows:

                 RESOLVED, that the Amended and Restated Certificate of
        Incorporation be, and it hereby is, amended and restated in its entirety
        to read as set forth in the attached Amended and Restated Certificate of
        Incorporation;

              3. That thereafter, pursuant to resolution of the Board of
Directors, the stockholders of the Corporation approved such amendment by
written consent in accordance with Section 228 of the General Corporation Law of
the State of Delaware. A majority of the outstanding stock entitled to vote
thereon has been voted in favor of said amendment.

              4. That said amendment and restatement was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware. This Amended and Restated Certificate
of Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of the Corporation as follows:

                                     I. Name

     The name of the Corporation is Quantum Fuel Systems Technologies Worldwide,
Inc. (hereinafter sometimes referred to as the "Corporation").







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                         II. Registered Office and Agent

     The address of the registered office of the Corporation in the State of
Delaware is 15 E. North Street, Dover, DE 19901, in the City of Dover, County of
Kent. The name of its registered agent at such address is AmeriSearch Corporate
Services, Inc.

                                  III. Purposes

     The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows: to
engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law ("DGCL").

                                   IV. Shares

     The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is Eighty Million (80,000,000) shares,
consisting of Sixty Million (60,000,000) shares of Common Stock with a par value
of $0.001 per share (the "Common Stock") and Twenty Million (20,000,000) shares
of Preferred Stock with a par value of $0.001 per share (the "Preferred Stock").

     A. Preferred Stock. Any of the shares of Preferred Stock authorized by
this Certificate of Incorporation may be issued from time to time in one or more
series by the filing of a certificate pursuant to the DGCL (hereinafter referred
to as a "Preferred Stock Designation"). Subject to the limitations and
restrictions set forth in this Article IV, the Board of Directors, by resolution
or resolutions, is authorized to create or provide for any such series and to
fix the designations, powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, including, without limitation, the authority to fix or alter the
dividend rights, dividend rates, conversion rights, exchange rights, voting
rights, rights and terms of redemption (including sinking and purchase fund
provisions), the redemption price or prices, the preferences upon liquidation,
dissolution or winding up of the Corporation and the rights in respect to any
distribution of assets of any wholly unissued series of Preferred Stock and the
number of shares constituting any such series, and the designation thereof, or
any of them and to increase or decrease the number of shares of any series so
created, subsequent to the issue of that series but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

     There shall be no limitation or restriction on any variation between
any of the different series of Preferred Stock as to the designation,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof; and the several series
of Preferred Stock may, except as hereinafter otherwise expressly provided, vary
in any and all respects as fixed and determined by the Board of Directors,
providing for the issuance of the various series; provided, however, that all
shares of any one series of Preferred Stock shall have the same designation,
preferences, and relative, participating, optional or other special rights and
qualifications, limitations and restrictions.

                                       -2-


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     Except as otherwise required by law, or as otherwise fixed by
resolution or resolutions of the Board of Directors with respect to one or more
series of Preferred Stock, the entire voting power and all voting rights shall
be vested exclusively in the Common Stock, and each stockholder of the
Corporation who at the time possesses voting power for any purpose shall be
entitled to one vote for each share of such stock standing in such stockholder's
name on the books of the Corporation. The Corporation shall exercise its power
to issue Preferred Stock with the view of avoiding the issuance of fractional
shares. No stockholder shall have the right to split the whole shares into
fractions.

     B. Common Stock. Any of the shares of Common Stock authorized by this
Certificate of Incorporation may be issued from time to time in one or more
series. Subject to the limitations and restrictions set forth in this Article
IV, the Board of Directors, by resolution or resolutions, is authorized to
create or provide for any such series and to fix the designations, powers,
preferences and relative rights and restrictions thereof. Twelve Million
(12,000,000) shares of the authorized shares of Common Stock are hereby
designated Series A Common Stock (the "Series A Common"). Six Million
(6,000,000) shares of the authorized shares of Common Stock are hereby
designated Series B Common Stock (the "Series B Common"). The relative powers,
rights and restrictions granted to or imposed upon the Corporation's Common
Stock, Series A Common, Series B Common, or upon the holders thereof, are set
forth below. Except as otherwise provided for herein all issued and outstanding
shares of Common Stock, whether or not separately designated as a series of
Common Stock, including the Series A Common and the Series B Common, and the
holders thereof shall have the same powers and rights.

              1. Dividends. The holders of shares of all series of Common
Stock shall be entitled to receive such dividends as from time to time may be
declared by the Board of Directors of the Corporation, subject to the provisions
of Subdivision A of this Article IV with respect to rights of holders of the
Preferred Stock. The holders of all series of Common Stock shall share ratably,
based upon the number of shares of Common Stock, Series A Common or Series B
Common held by them, in all dividends to which the holders of Common Stock may
be entitled.

              2. Liquidation. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, after any preferential
amounts to be distributed to the holders of any series of Preferred Stock then
outstanding, the holders of all series of Common Stock shall share ratably,
based upon the number of shares of Common Stock, Series A Common or Series B
Common held by them, in all of the remaining assets of the Corporation available
for distribution to its stockholders.

              3. Voting. Except as otherwise provided by law and subject to
the provisions set forth in this Article IV, the holders of all series of Common
Stock issued and outstanding shall be entitled to vote one vote for each share
thereof held on all matters. Except as otherwise provided by law or by any
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors, and holders of Preferred Stock shall not be
entitled to receive notice of any meeting of stockholders at which they are not
entitled to vote. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding Common Stock, without a vote of the holders of the Preferred Stock,


                                       -3-


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or of any series thereof, unless a vote of any such holders is required pursuant
to any Preferred Stock Designation.

              4. Designation of Powers and Rights of Series A Common. The
Series A Common authorized under this Certificate of Incorporation shall be
convertible into shares of this Corporation's Common Stock, as described in
Section 4.2 below. In addition to the powers, rights, restrictions and other
matters relating to the Common Stock and all series of Common Stock described
above, the Series A Common shall have the following additional rights:

                 4.1   Anti-Dilution Protection.
                       ------------------------

                       4.1(a)  Upon the issuance by the Corporation of
additional shares of Common Stock after the date this Amended and Restated
Certificate of Incorporation is filed with the Secretary of State of Delaware,
including any shares issued in an IPO (as defined below) but excluding shares of
Common Stock issued to directors, officers, employees or consultants of the
Corporation, any subsidiary, or any parent or former parent of the Corporation
pursuant to a stock option or other equity incentive plan or agreement approved
by the Board of Directors of the Corporation (a "Plan") or issued pursuant to an
Extraordinary Common Stock Event (as defined below), the holders of shares of
Series A Common shall have the right to receive shares of Series B Common Stock
in an amount sufficient so that, the number of shares of issued and outstanding
Series A Common and Series B Common, taken together, shall equal nineteen and
nine-tenths percent (19.9%) of the issued and outstanding shares of Common Stock
and all series of Common Stock (the "Issued and Outstanding Common Shares");
provided, however, that in calculating such percentage, the Issued and
Outstanding Common Shares shall specifically exclude any shares issued pursuant
to a Plan.

                       4.1(b)  Upon the happening of an Extraordinary Common
Stock Event after the date this Amended and Restated Certificate of
Incorporation is filed with the Secretary of State of Delaware, the number of
outstanding shares of Series A Common shall be adjusted, upward or downward, to
that number of shares of Series A Common that is equal to the percentage of the
Issued and Outstanding Common Shares that the holders of the Series A Common
Stock held immediately prior to the Extraordinary Common Stock Event. If any
such adjustment shall result in the reduction of the number of shares of
outstanding Series A Common, the holders of certificates representing such
shares shall surrender such certificates to the Corporation or its transfer
agent for cancellation; provided, however, that the Corporation shall not be
obligated to issue certificates evidencing the shares of Series A Common
issuable upon such adjustment but shall maintain adequate records, accessible to
each holder of Series A Common, setting forth the effective date of the
adjustment, the amount of the required adjustment and the computation thereof.
The number of shares of outstanding Series A Common, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.

                       4.1(c)  "Extraordinary Common Stock Event" shall mean
(i) the issuance of additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock of the Corporation, (ii) a subdivision
of outstanding shares of Common Stock into a greater number of shares of Common
Stock, or (iii) a combination of outstanding shares of

                                      -4-

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Common Stock into a smaller number of shares of Common Stock.

                 4.2   Automatic Conversion.  Upon the closing of an initial
                       --------------------
public offering of the Corporation's shares to the general public ("IPO")
pursuant to a registration statement of the Corporation filed under the
Securities Act of 1933, as amended to date, the outstanding shares of Series A
Common shall automatically be converted into an equal number of shares of Common
Stock. The Corporation shall, as soon as practicable after the closing date of
the IPO (the "Closing Date"), issue and deliver to the holder or holders of the
outstanding shares of Series A Common, a certificate or certificates for the
number of shares of Common Stock to which such holder or holders shall be
entitled as aforesaid. Such conversion shall be deemed to have been made after
the issuance of other shares by the Corporation in the IPO and immediately prior
to the close of business on the Closing Date, and the person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock. Upon such conversion and notwithstanding that the certificates
evidencing such shares of Series A Common shall not have been surrendered, the
shares of Series A Common so converted shall be deemed canceled and shall not be
issuable by this Corporation, the rights of the holders of the Series A Common
with respect to such shares shall terminate and the authority of the Corporation
to issue shares of Series A Common Stock shall terminate. The Certificate of
Incorporation of this Corporation shall be appropriately amended to effect the
change in the Corporation's authorized capital stock.

              5. Designation of Powers and Rights of Series B Common. The
Series B Common authorized under this Certificate of Incorporation shall be
convertible into shares of this Corporation's Common Stock, as described in
Section 5.3 below. In addition to the powers, rights, restrictions and other
matters relating to the Common Stock and all series of Common Stock described
above, the Series B Common shall have the following additional rights and
restrictions:

                 5.1   No Right To Vote.  Except as is otherwise specifically
                       ----------------
required by law, the holders of the Series B Common stock shall not be entitled
to vote on any matters and shall not be entitled to receive notice of any
meeting of stockholders at which they are not entitled to vote.

                 5.2   Anti-Dilution Protection.  Upon the happening of an
                       ------------------------
Extraordinary Common Stock Event (as defined in section 4.1(c) above) after the
date this and Amended and Restated Certificate of Incorporation is filed with
the Secretary of State of Delaware, the number of outstanding shares of Series B
Common shall be adjusted, upward or downward, to that number of shares of Series
B Common that is equal to the percentage of the Issued and Outstanding Common
Shares (as defined in section 4.1(a) above) that the holders of the Series B
Common Stock held immediately prior to the Extraordinary Common Stock Event. If
any such adjustment shall result in the reduction of the number of shares of
outstanding Series B Common, the holders of certificates representing such
shares shall surrendered such certificates to the Corporation or its transfer
agent for cancellation; provided, however, that the Corporation shall not be
obligated to issue certificates evidencing the shares of Series B Common
issuable upon such adjustment but shall maintain adequate records, accessible to
each holder of Series B Common, setting forth the effective date of the
adjustment, the amount of the required adjustment

                                      -5-

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and the computation thereof. The number of shares of outstanding Series B
Common, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive Extraordinary Common Stock Event or Events.

                 5.3   Automatic Conversion.  Upon the transfer by sale or
                       --------------------
gift or other means of irrevocable transfer of any of the outstanding shares of
Series B Common Stock to any person, corporation, trust or other entity which is
an Unaffiliated Holder (as defined below) the transferred shares of Series B
Common shall be automatically converted into an equal number of shares of Common
Stock. The Corporation shall, as soon as practicable after receiving notice of
such a transfer, issue and deliver to the Unaffiliated Holder in exchange for
the transferred shares of Series B Common, a certificate or certificates for the
number of shares of Common Stock to which it shall be entitled as aforesaid.
Upon such conversion and notwithstanding that the certificates evidencing such
shares of Series B Common shall not have been surrendered, the shares so
converted shall be deemed canceled and shall not be issuable by this
Corporation, the rights of the holders of the Series B Common with respect to
such shares shall terminate and the authority of the Corporation to issue the
transferred shares of Series B Common Stock shall terminate. The Certificate of
Incorporation of this Corporation shall be appropriately amended from time to
time to effect the change in the Corporation's authorized capital stock. For
purposes of the preceding provisions of this section, an "Unaffiliated Holder"
shall mean a natural person, corporation, partnership, trust or other entity
that is not controlled by, or under common control with, General Motors
Corporation, as determined by majority vote of the Corporation's Board of
Directors, excluding any directors nominated by or serving as representatives of
General Motors Corporation; provided, further, that any direct or indirect
ownership of an entity that represents twenty percent (20%) or more of the total
voting power in an election of directors or managers shall be deemed a
controlling interest, absent conclusive evidence to the contrary.

                              V. Stockholder Action

     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.
Except as otherwise required by law or by any Preferred Stock Designation,
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 of Directors, if such an officer be elected, of the Corporation, and any
power of stockholders to call a special meeting is specifically denied. No
business other than that stated in the notice shall be transacted at any special
meeting. Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of the holders of at least 80% of the
voting power of all shares of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock") then outstanding, voting together as
a single class, shall be required to alter, amend, or adopt any provision
inconsistent with or repeal this Article V.

                                       -6-


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                             VI. Board of Directors

     A. Number, Election and Tenure. 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 not be 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 held after the date this Amended and Restated Certificate of
Incorporation is filed with the Secretary of State of Delaware, another class to
be originally elected for a term expiring at the second annual meeting of
stockholders thereafter, and another class to be originally elected for a term
expiring at the third annual meeting of stockholders thereafter, 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.

     B. Stockholder Nomination of Director Candidates; Stockholder Proposal of
        ----------------------------------------------------------------------
Business. Advance notice of stockholder nominations for the election of
--------
directors and of the proposal of business by stockholders shall be given in the
manner provided in the By-Laws of the Corporation, as amended and in effect from
time to time.

     C. Newly Created Directorships and 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 to elect directors under
specified circumstances, newly created directorships 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 the
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.

     D. Removal. Subject to the rights of any class or series of Preferred 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.

     E. Amendment, Repeal, Etc. Notwithstanding anything contained in this
        -----------------------
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the voting


                                       -7-

<PAGE>

power of all Voting Stock then outstanding, voting together as a single class,
shall be required to alter, amend, adopt any provision inconsistent with or
repeal this Article VI.

                                  VII. By-Laws

     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 of the By-Laws, 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.

     Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, 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, shall be required to alter, amend, adopt any provision inconsistent with
or repeal this Article VII.

                           VIII. Election of Directors

     Elections of directors need not be by written ballot unless the By-Laws
of the Corporation shall so provide.

                                  IX. Creditors

     Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

                                       -8-

<PAGE>

                                  X. Amendments

     The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and, except as set forth in Article XI, all rights,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the right reserved in this Article. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80% of the Voting Stock then outstanding, voting together as
a single class, shall be required to alter, amend, or adopt any provision
inconsistent with or repeal Article V, VI, VII or this sentence.

                   XI. Director Liability and Indemnification

     A. Limited Liability of Directors. A director of the Corporation shall
        ------------------------------
not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except, if required by the
DGCL as amended from time to time, for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of Section A of this Article XI shall eliminate
or reduce the effect of Section A of this Article XI in respect of any matter
occurring, or any cause of action, suit or claim that, but for Section A of this
Article XI would accrue or arise, prior to such amendment or repeal.

     B. Indemnification and Insurance.
        -----------------------------

              1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974, as in effect from
time to time) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer,

                                      -9-

<PAGE>


employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; provided, however, that except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors. The right to indemnification conferred in this Section shall
be a contract right and shall include the right to have the Corporation pay the
expenses incurred in defending any such proceeding in advance of its final
disposition; any advance payments to be paid by the Corporation within 20
calendar days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that, if and to the extent the DGCL requires, the payment of
such expenses incurred by a director or officer in such person's capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to have the Corporation
pay the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

              2. Right of Claimant to Bring Suit. If a claim under paragraph
(a) of this Section is not paid in full by the Corporation within 30 calendar
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

              3. Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise. No repeal or modification
of this Section or

                                      -10-

<PAGE>

Article shall in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Corporation hereunder in respect of
any occurrence or matter arising prior to any such repeal or modification.

              4. Insurance. The Corporation may maintain insurance, at its
                 ---------
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.

              5. Severability. If any provision or provisions of this
                 ------------
Article XI shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (1) the validity, legality and enforceability of the remaining
provisions of this Article XI (including, without limitation, each portion of
any paragraph of this Article XI containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (2) to the fullest extent possible, the provisions of this Article XI
(including, without limitation, each such portion of any paragraph of this
Article XI containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

                                      * * *

                                      -11-


<PAGE>

              IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be signed by its duly authorized
officer, this 22nd day of July, 2002.

                                    QUANTUM FUEL SYSTEMS
                                    TECHNOLOGIES WORLDWIDE, INC.


                                    By:   /s/ Alan P. Niedzwiecki
                                   ---------------------------------------
                                       Alan P. Niedzwiecki, President