Exhibit 4.5










	 	     [ISO GRANT FORM]



Date:  ________________







ENER1, INC.
















       Re:
Incentive Stock Option Agreement




Dear _______________: 



        The
Board of Directors of ENER1, INC. (the “Corporation”) is pleased to award you an
Option pursuant to the provisions of the ENER1, INC. (formerly ENERNOW, INC.) 2002 Stock
Participation Plan (the “Plan”). This Grant Form will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the Plan also
set forth provisions governing the Option granted to you. Therefore, in addition to
reading this letter you should also read the Plan. Your signature on this letter is an
acknowledgement to us that you have read and understand the Plan and that you agree to
abide by its terms. All terms not defined in this letter shall have the same meaning as in
the Plan. 



         1.       
          Type of Option. You are granted an incentive stock option
          (“ISO”). 



         2.       
          Rights and Privileges. Subject to the conditions hereinafter set
          forth, we grant you the right to purchase __________ shares of Common Stock at
          $__________ per share, the current fair market value of a share of Stock (or, in
          the case of a 10% owner, 110% of the fair market value of a share of Stock). The
          right to purchase the shares of Stock accrues in __________ installments over
          the time periods described below: 






	 	The right to acquire __________ shares accrues on __________.



The right to acquire __________ shares accrues on __________.



The right to acquire __________ shares accrues on __________.



The right to acquire __________ shares accrues on __________.






         3.       
          Time of Exercise. The Option may be exercised at any time and from
          time to time beginning when the right to purchase the shares of Stock accrues
          and ending when they terminate as provided in Section 5 of this Grant Form or in
          the Plan. 



         4.       
          Method of Exercise. The Options shall be exercised by written
          notice to the Corporation’s Stock Option Administrator at the
          Corporation’s principal place of business. The notice shall set forth the
          number of shares of Stock to be acquired and shall contain payment by either:
          check payable to the Corporation in full payment for the Stock; or that number
          of already owned shares of Stock equal in value to the total Exercise Price of
          the Option. We shall make delivery of the shares of Stock subject to the
          conditions described in the Plan. 



         5.       
          Termination of Option. To the extent not exercised, the Option
          shall terminate upon the first to occur of the following dates: 



               	 	(a) 	
                    _______________, being ten (10) years (or five [5] years in the case of a 10%
                    owner) from the date of grant pursuant to the provisions of Section 3 of this
                    Grant Form; or 


                    



               	 	(b) 	
                    The expiration of thirty (30) days following the date your employment terminates
                    with the Corporation and any of its subsidiaries included in the Plan for any
                    reason, other than by reason of death, permanent disability or for cause; or 


                    



               	 	(c) 	
                    The expiration of twelve (12) months following the date your employment
                    terminates with the Corporation and any of its subsidiaries included in the
                    Plan, if such employment termination occurs by reason of your death; or 


                    



               	 	(d) 	
                    The expiration of six (6) months following the date your employment terminates
                    with the Corporation and any of its subsidiaries included in the Plan, if such
                    employment termination occurs by reason of your permanent disability as defined
                    in the Plan; or 


                    



               	 	(e) 	
                    Immediately upon the date your employment terminates for cause as defined in the
                    Plan. 


                    



     6.    
          Non-Transferability. The Option cannot be transferred other than
          by will or the laws of descent and distribution. 




7.    
Securities Laws.



        The
Option and the shares of Stock underlying the Option have not been registered under the
Securities Act of 1933, as amended (the “Act”). The Corporation has no
obligations to ever register the Option or the shares of Stock underlying the Option. All
shares of Stock acquired upon the exercise of the Option shall be “restricted
securities” as that term is defined in Rule 144 promulgated under the Act. The
certificate representing the shares shall bear an appropriate legend restricting their
transfer. Such shares cannot be sold, transferred, assigned or otherwise hypothecated
without registration under the Act or unless a valid exemption from registration is then
available under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the Corporation
that such registration is not required. 



         8.       
          Binding Effect. The rights and obligations described in this
          letter shall inure to the benefit of and be binding upon both of us, and our
          respective heirs, personal representatives, successors and assigns. 



         9.       
          Date of Grant. The Option shall be treated as having been granted
          to you on the date of this letter even though you may sign it at a later date. 






	 	Very truly yours,



ENER1, INC.





By:_______________________________

Name:  ___________________________

Its:  ______________________________







AGREED AND ACCEPTED: