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                                                                   Exhibit 10.45


                           MAXWELL TECHNOLOGIES, INC.

                    1999 MANAGEMENT EQUITY OWNERSHIP PROGRAM

                      (AS AMENDED THROUGH JANUARY 28, 2000)

1.       PURPOSE

         The Maxwell Technologies, Inc. 1999 Management Equity Ownership Program
(the "Program") is intended to promote the long-term growth and financial
success of Maxwell Technologies, Inc. (the "Company") and to strengthen the link
between the interests of management and the Company and its stockholders by:

         -        providing senior management of the Company and its
                  Subsidiaries with an opportunity to increase their ownership
                  of the Company's Common Stock; and

         -        providing this opportunity in a manner that is designed to
                  align senior management's investment risk with the Company's
                  financial performance.

2.       DEFINITIONS

         Except where the context otherwise indicates, the following definitions
apply:

         "Board" means Board of Directors of the Company or, for purposes of
administering the Program after delegation by the Board, the Compensation
Committee of the Board.

         "Cause" means termination for any of the following reasons:

                   (i) commission of an act of theft, fraud or material
          dishonesty or misconduct involving the property or affairs of the
          Company or the carrying out of Participant's duties; or

                   (ii) conviction of a felony; or

                   (iii) refusal or failure to implement any reasonable
          directive issued by the Board and failure to remedy the refusal or
          failure within 15 days of receipt of written notice thereof; or

                   (iv) obtaining of any personal profit by Participant or his
          family arising out of or in connection with a transaction to which the
          Company or any of its Subsidiaries is a party or with which it is
          associated without making disclosure to and obtaining prior written
          consent of the Company.


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         "Common Stock" means the Common Stock, $0.10 par value per share, of
the Company.

         "Disability" means the inability of the Participant to perform his or
her normal duties of employment as a result of incapacity as determined by the
Board.

         "Effective Date" means the date the Program is approved by the
stockholders of the Company.

         "Interest Rate" means the "applicable federal rate" in effect on the
date of a Purchase Loan for loans with a maturity of four years with interest
compounded annually, as determined by Section 1274(d) of the Internal Revenue
Code of 1986, as amended.

         "Market Price" with respect to a given security shall mean, for any
given date (or in the event such date is not a Trading Day, the last Trading Day
prior to such date), the closing sale price of such security on such date, as
reported in The Wall Street Journal, as reported on the principal national
securities exchange or national automated stock quotation system on which such
security is traded or quoted.

         "1934 Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

         "Participant" means each eligible employee of the Company or any of its
Subsidiaries who is designated by the Board to receive a Purchase Loan.

         "Purchase Loan" means an extension of credit to the Participant by the
Company evidenced by the Purchase Note and secured by a pledge of the Common
Stock purchased by the Participant in accordance with the Program's terms and
conditions. Purchase Loans need not be identical and shall be in the form
approved by the Board.

         "Purchase Note" means a full recourse promissory note including the
terms set forth in Section 6(a).

         "Retirement" shall be as defined by the Board.

         "Service" means employment with the Company or its Subsidiaries.

         "Subsidiary" means a corporation (or partnership, joint venture, or
other enterprise) of which the Company owns or controls, directly or indirectly,
50% or more of the outstanding shares of stock normally entitled to vote for the
election of directors (or comparable equity participation and voting power).


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         "Tax Rate" means, at the time of determination, the maximum marginal
effective combined federal and state tax rates on ordinary income or capital
gains, as the case may be, to which such individual is subject.

         "Termination of Service" means a Participant's termination of Service
such that he or she is no longer an employee of either the Company or any of its
Subsidiaries for any reason whatsoever.

3.       THE PROGRAM

         (a) GENERAL. The aggregate principal amount of Purchase Loans
outstanding at any time under the program shall not exceed $900,000. All
repayments of principal (of any type and for whatever reason) of outstanding
Purchase Loans extended under the Program shall again become available for
further Purchase Loans. As further provided in Section 6, Purchase Loans may be
extended in connection with open market purchases or acquisitions directly from
the Company.

         (b) DIRECT ACQUISITIONS. The Board shall have complete discretion as to
whether to offer to any Participant the opportunity to acquire Common stock
directly from the Company. If the Board determines to offer such opportunity to
a Participant, the Board shall specify a date to establish a price at which such
Common Stock shall be offered (the "Offer Price"). The Offer Price shall be the
closing sale price on the date on which such price was established. Each
Participant to whom the Board elects to extend the offer to purchase shall have
the right to accept the offer for all or any portion (subject to a minimum
established by the Board) of the shares offered. Upon receipt of each
Participant's election, the Company shall proceed to issue the shares in
accordance with the provisions of Section 6.

4.       TERM OF THE PROGRAM

         The Program shall become effective upon the approval by the
stockholders of the Company. The Program shall terminate on the tenth
anniversary of such approval date; provided that Purchase Loans outstanding as
of such date shall not be affected or impaired by the termination of the
Program.

5.       ELIGIBLE EMPLOYEES

         The chief executive officer of the Company and other executive officers
and senior management personnel of the Company and its Subsidiaries who, in the
opinion of the Board, can materially influence the long-term performance of the
Company and/or its Subsidiaries are eligible to receive a Purchase Loan. The
Board shall have the power and complete discretion to select those eligible
employees who are to receive Purchase Loans.

6.       LOAN TERMS


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         (a) GENERAL. The Company shall extend a Purchase Loan, subject to the
terms and conditions set forth in this Section 6, to Participants either (i) to
purchase Common Stock in the public trading market or (ii) to acquire Common
Stock directly from the Company. The original principal amount of the Purchase
Loan shall be equal to the purchase price of such Common Stock. For Common Stock
acquired in the public trading market, the purchase price shall be the price
actually paid, including commissions, by the Participant. For Common Stock
acquired directly from the Company, the purchase price shall be the Offer Price,
and the Purchaser shall execute a Purchase Note in such amount against delivery
by the Company of a certificate evidencing the stock acquired. Each Purchase
Loan shall be evidenced by a Purchase Note with full recourse against the maker.
The obligations of each Participant under a Purchase Note shall be unconditional
and absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by any change in the existence,
structure or ownership of the Company, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Company or its assets
or the market value of the Common Stock or any resulting release or discharge of
any obligation of the Company or the existence of any claim, set-off or other
rights which any Participant may have at any time against the Company or any
other person, whether in connection with the Program or with any unrelated
transactions, provided that nothing herein shall prevent the assertion of any
such claim by separate suit or counterclaim.

         Notwithstanding anything to the contrary in this Section 6, the Company
shall not be required to make any Purchase Loan to a Participant if the making
of such Purchase Loan would (i) cause the Company to violate any covenant or
similar provision in any indenture, loan agreement or other agreement, or (ii)
violate any applicable federal, state or local law or regulation.

         (b) AMOUNTS. Purchase Loans shall be limited in principal amounts
outstanding at any point in time to $300,000 for the chief executive officer,
$100,000 each for other corporate executive officers and $50,000 each for other
management personnel.

         (c) SECURITY. Payment of each Purchase Note shall be secured by a
pledge of all of the Common Stock acquired by the Participant to which the
Purchase Loan relates or by some other form of collateral approved by the Board.
If the Purchase Loan is secured by a pledge of Common Stock, the Participant
shall effect such pledge by delivering to the Company (i) the certificate or
certificates for the applicable shares of Common Stock, accompanied by a duly
executed stock power in blank, (ii) a properly executed stock pledge agreement,
and (iii) such other documents as may be required by the Board. If the Purchase
Loan is secured by some other form of collateral than Common Stock, then the
Company's security interest in such collateral shall be effected as determined
by the Board.

         A Participant shall always have the right to sell the Common Stock
securing a Purchase Loan provided that (i) such sales are in accordance with the
Company's trading policies and applicable securities laws, (ii) the Company
shall have a security interest in the proceeds of such sale to the extent of any
outstanding Purchase Loan, and (iii) the proceeds of any such


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sale are utilized in the manner provided in Section 6(f)(ii). Prior to payment
in full of the outstanding balance on the Purchase Note (including accrued and
unpaid interest), no Common Stock or other collateral pledged to the Company
under the stock pledge agreement shall be released except pursuant to Section
6(f)(ii).

         (d) INTEREST. Interest on the principal balance of each Purchase Loan
will accrue annually, in arrears, at the Interest Rate. Except as provided in
subsections (f) and (g) of this Section 6, accrued interest shall be payable
with each installment of principal and at maturity.

         (e) TERM. The term of each Purchase Loan shall begin on the date
specified in subsection (a) of this Section 6 and, subject to prepayment as
provided in subsections (f), (g) and (h) of this Section 6, mature no later than
the fifth anniversary of such date. The principal balance of the Purchase Loan
shall be payable in installments as provided in the Purchase Note, with interest
on the unpaid balance payable as provided in Section 6(d). The Board shall have
the discretion to grant Purchase Loans with payments of principal and accrued
but unpaid interest due in a lump sum at the end of the loan term.

         (f) PREPAYMENT OBLIGATIONS OTHER THAN ON TERMINATION OF SERVICE.

                  (i) DIVIDENDS AND DISTRIBUTIONS. To the extent the Participant
receives cash dividends or other distributions (other than liquidating
distributions) paid in cash on the Common Stock securing a Purchase Loan, the
Participant shall be entitled to retain such dividend or distribution with no
prepayment of the related Purchase Loan.

                  (ii) SALE OF COMMON STOCK. In the event a Participant sells
some or all of the Common Stock securing a Purchase Loan, the full pre-tax
amount of the proceeds of such sale shall be applied to prepay the Purchase Loan
to the extent of the outstanding balance of principal and accrued interest
thereon. In the event that the Participant sells all the Common Stock securing a
Purchase Loan and the proceeds of any such sale are inadequate to fully pay the
principal and accrued interest thereon, such loan will become due and payable in
full 30 days after such sale unless the Participant provides substitute
collateral satisfactory to the Board. A transfer of a Participant's Common Stock
to a revocable trust as to which the Participant retains voting and investment
power (which powers of revocation, voting and investment may be shared with the
Participant's spouse) or a transfer to joint ownership with such Participant's
spouse shall not be deemed a sale for purposes of this Section 6(f)(ii),
although such Common Stock shall remain pledged to secure the Purchase Loan.

                  (iii) OPTIONAL PREPAYMENTS. The Participant may prepay all or
any portion of a Purchase Loan at any time.

                  (iv) APPLICATION OF PREPAYMENTS. All prepayments made to the
Company pursuant to this Section 6(f) shall first be applied to pay accrued
interest on the Purchase Loan and then to reduce the principal balance due on
the Purchase Loan. Any prepayment of a


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remaining balance shall be applied to the principal payments due thereon in
chronological order of maturity.

         (g) PREPAYMENT OBLIGATIONS ON TERMINATION OF SERVICE. In the event of
Participant's Termination of Service for any reason except (1) Retirement, (2)
Disability, or (3) termination by the Company without Cause, any outstanding
balance (including accrued and unpaid interest) of the Purchase Loan to such
Participant shall be due and payable 30 days following the later of (i) the day
following the date of Termination or (ii) the day following the first date on
which the Participant may sell the Common Stock securing the Purchase Loan in
the public trading market under Rule 144 of the Securities and Exchange
Commission, if such stock was not registered under the Securities Act of 1933 at
the time of issuance, and without otherwise incurring liability under the
federal securities laws, including Section 16 of the 1934 Act, (limited, in the
case of Section 16, to liability relating to purchases or sales of Common Stock
or any derivative security occurring prior to the Termination of Service). There
shall be no prepayment obligation incurred solely as a result of a Participant's
Termination of Service for any of the reasons mentioned in the first sentence of
this Section 6(g) prior to maturity of a Purchase Loan. All prepayments under
this Section 6(g) shall be applied as provided in Section 6(f)(iv).

         (h) COMPLIANCE WITH SECURITIES LAWS. With respect to purchases of
Common Stock directly from the Company hereunder, the Board shall have the
discretion, but shall be under no obligation, to register the issuance of such
shares under the Securities Act of 1933. In the event that the Board elects not
to register such issuances, the Board may require of Participants such
investment representations and other documents as the Board deems necessary to
enable the Common Stock to be issued under available exemptions from federal and
state securities laws, and the Board may cause the certificates representing
such Common Stock to bear appropriate legends restricting transfer as required
to qualify for such exemptions.

7.       PROGRAM ADMINISTRATION.


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         The Program shall be administered by the Board. Subject to the
provisions of the Program, the Board shall interpret the Program and make such
rules as it deems necessary for the proper administration of the Program, shall
make all other determinations necessary or advisable for the administration of
the Program and shall correct any defect or supply any omission or reconcile any
inconsistency in the Program in the manner and to the extent that the Board
deems desirable to carry the Program into effect. Among other things, the Board
shall have the authority, subject to the terms of the Program, to determine (i)
the individuals to whom the Purchase Loans are offered, (ii) the basis for any
Termination of Service, and (iii) the forms, terms and provisions of any
documents utilized under the Program. Any action taken or determination made by
the Board pursuant to this paragraph and the other paragraphs of the Program in
which the Board is given discretion shall be final and conclusive on all
parties. The Board may consult with counsel, who may be counsel to the Company,
and such other advisors as the Board may deem necessary and/or desirable, and
the members of the Board shall not incur any liability for any action taken in
good faith in reliance upon the advice of counsel or any other advisor.

8.       AMENDMENT AND DISCONTINUANCE OF THE PROGRAM.

         The Board may amend, suspend or terminate the Program at any time,
subject to the provisions of this Section 8. No amendment, suspension or
termination of the Program may, without the consent of the Participant,
adversely affect such Participant's rights under any outstanding Purchase Loans
in any material respect.

9.       MISCELLANEOUS PROVISIONS.

         (a) EMPLOYMENT NOT GUARANTEED. Nothing contained in the Program nor any
related agreement nor any action taken in the administration of the Program
shall be construed as a contract of employment or as giving a Participant any
right to be retained in the Service of the Company.

         (b) NONASSIGNABILITY. No person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
hypothecate or convey any interest in the Program.

         (c) SEPARABILITY, VALIDITY. In the event that any provision of the
Program or any related document is held to be invalid, void or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any other
provision of the Program or any related document.

         (d) APPLICABLE LAW. The Program, any Purchase Loans extended pursuant
thereto and any related documents shall be governed in accordance with the laws
of the State of Delaware without regard to the application of the conflicts of
law provisions thereof. The obligation of the Company with respect to the grant
of Purchase Loans shall be subject to all applicable laws, rules and regulations
and such approvals by any governmental agencies as


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may be required, including, without the rules and regulations of any securities
exchange on which the Common Stock may be listed.

         (e) INUREMENT OF RIGHTS AND OBLIGATIONS. The rights and obligations
under the Program, any Purchase Loans extended pursuant thereto and any related
documents shall inure to the benefit of, and shall be binding upon, the Company,
its successors and assigns, and the Participants and their beneficiaries.

         (f) NOTICES. All notices and other communications required or permitted
to be given under this Program shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed first class, postage prepaid,
as follows: (A) if to the Company--at its principal business address to the
attention of the General Counsel; (B) if to any Participant--at the last address
of the Participant known to the sender at the time the notice or other
communication is sent.









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