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                                                              EXHIBIT 10.48



                         LITHIUM TECHNOLOGY CORPORATION
                            1998 STOCK INCENTIVE PLAN


       1.     Objectives. The Lithium Technology Corporation (the "Company")
1998 Stock Incentive Plan (the "Plan") is designed to attract, motivate and
retain selected employees and directors of, and other individuals providing
services to, the Company. These objectives are accomplished by making long-term
incentive and other awards under the Plan, thereby providing Participants with a
proprietary interest in the growth and performance of the Company.

       2.     Definitions.

              (a) Affiliate. Any corporation, partnership or other legal entity
              in which the Company owns, directly or indirectly, 50% or more of
              the total combined voting power of all classes of stock of such
              corporation or of the capital interest or profits interest of such
              partnership or other legal entity.

              (b) Award. The grant of any form of stock option, stock
              appreciation right or stock award, whether granted singly, in
              combination or in tandem, to a Participant pursuant to such terms,
              conditions, performance requirements, and limitations and
              restrictions as the Committee may establish in order to fulfill
              the objectives of the Plan.

              (c) Award Agreement. An agreement between the Company and a
              Participant setting forth the terms, conditions, performance
              requirements, limitations and restrictions applicable to an Award.

              (d) Board. The Board of Directors of Lithium Technology
              Corporation. 

              (e) Change in Control. A change in control shall be deemed to have
              occurred if (i) any "person", including a "group" (as such terms
              are used in Sections 13(d) and 14(d)(2) of the Exchange Act, but
              excluding the Company, any Affiliate, or any employee benefit plan
              of the Company, or any Affiliate) is or becomes the "beneficial
              owner" (as defined in Rule 13(d)(3) under the Exchange Act),
              directly or indirectly, of securities the Company representing 30%
              or more of the combined voting power of the Company's then
              outstanding securities; (ii) a change of more than 25% in the
              composition of the Board of Directors occurs within a two-year
              period unless such change was approved in advance by at least
              two-thirds of the previous directors; or (iii) the stockholders of
              the Company shall approve a definitive agreement for the sale or
              other disposition of all or substantially all of the assets of the
              Company to any other entity.
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              Notwithstanding the foregoing, a "Change in Control" shall not be
              deemed to occur in the event the Company files for bankruptcy,
              liquidation or reorganization under the United States Bankruptcy
              Code.

              (f) Change in Control Price. The higher of (i) the highest price
              per share of Stock offered in conjunction with any transaction
              resulting in a Change in Control (as determined in good faith by
              the Committee if any part of the offered price is payable other
              than cash) or, (ii) the highest Fair Market Value of the Stock on
              any of the 30 trading days immediately preceding the date on which
              a Change in Control occurs.

              (g) Code. The Internal Revenue Code of 1986, as amended from time
              to time.

              (h) Committee. The committee of the Board as may be designated
              from time to time by the Board to administer the Plan. If at any
              time no Committee shall be in office, then the functions of the
              Committee specified in the Plan shall be exercised by the Board.
              For purposes of any Awards made pursuant to the Plan to any
              non-employee directors, the term Committee shall mean the
              "Non-Employee Directors Compensation Committee" which shall
              initially as of December 18, 1998 be comprised of the then current
              members of the Lithium Technology Corporation Directors' Stock
              Option Plan Committee and for purposes of any other Awards made
              pursuant to the Plan, the term Committee shall mean the "1998 Plan
              Compensation Committee" which shall initially as of December 18,
              1998 be comprised of the then current members of the Compensation
              Committee of the 1994 Stock Incentive Plan of Lithium Technology
              Corporation.

              (i) Company. Lithium Technology Corporation and its direct and
              indirect subsidiaries.

              (j) Disabled or Disability. Permanent and total disability as
              determined under the Company's long-term disability program or, if
              no such program has been adopted, the continuous absence of an
              employee for 187 consecutive days or more due to physical or
              mental illness or incapacity.

              (k) Exchange Act. Securities Exchange Act of 1934, as amended,
              together with the rules and regulations thereunder.

              (l) Fair Market Value. The value of a share of Stock on a
              particular date, determined as follows: (i) if the Stock is not
              listed on such date on any national securities exchange but is
              traded in the over-the-counter market, the closing "bid"
              quotations of a share of Stock on such date (or if none, on the


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              most recent date on which there were bid quotations of a share of
              Stock), as reported on the National Association of Securities
              Dealers, Inc. Automated Quotation System, or, if not so reported,
              as reported by the National Quotation Bureau, Incorporated, or any
              other similar service selected by the Board; or (ii) if the Stock
              is listed on such date on one or more national securities
              exchanges, the last reported sale price of a share of Stock on
              such date as recorded on the composite tape system, or, if such
              system does not cover the Stock, the last reported sale price of a
              share of Stock on such date on the principal national securities
              exchange on which the Stock is listed, or if no sale of Stock took
              place on such date, the last reported sale price of a share of
              Stock on the most recent day on which a sale of a share of Stock
              took place as recorded by such system or on such exchange, as the
              case may be; or (iii) if the Stock is neither listed on such date
              on a national securities exchange nor traded in the
              over-the-counter market, as determined by the Committee on an
              annual basis, within 45 days after the completion of the audit of
              the Company's annual financial statements.

              (m) Participant. An individual to whom an Award has been made
              under the Plan. Awards may be made to any employee, director,
              officer or consultant to the Company, or any other individual
              providing services to, the Company. However, incentive stock
              options may be granted only to individuals who are employed by the
              Company or by a subsidiary corporation (within the meaning of
              Section 424(f) of the Code) of the Company, including a subsidiary
              that becomes such after the adoption of the Plan.

              (n) Stock. Authorized and issued or unissued shares of Common
              Stock of the Company or any security issued in exchange or
              substitution therefor.

       3.     Stock Available for Awards. Subject to Section 11 hereof, a total
of 3,000,000 shares of Stock shall be available for issuance pursuant to Awards
granted under the Plan. Shares of Stock may be made available from the
authorized but unissued shares of the Company or from shares held in the
Company's treasury and not reserved for some other purpose. For purposes of
determining the number of shares of Stock issued under the Plan, no shares shall
be deemed issued until they are actually delivered to a Participant, or such
other person in accordance with Section 7 hereof. Shares of Stock related to
Awards, or portions of Awards, that are forfeited, cancelled or terminated,
expire unexercised, are surrendered in exchange for other Awards, or are settled
in such manner that all or some of the shares of Stock covered by an Award are
not and will not be issued to a Participant, shall be restored to the total
number of shares of Stock available for issuance pursuant to Awards. Further,
shares tendered to or withheld by the Company in connection with the exercise of
stock options, or the payment of tax withholding on any Award, shall also be
available for future issuance under Awards.


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       4.     Administration. The Plan shall be administered by two committees
(the "1998 Plan Compensation Committee" and the "Non-Employee Directors
Committee" as defined above), which Committees shall have full power with
respect to their respective specified subject matters to select Participants, to
grant Awards to interpret the Plan, to grant waivers of Award restrictions to
whom Awards may be granted from time to time, to continue, accelerate or suspend
exercisability, vesting or payment of an Award and to adopt such rules,
regulations and guidelines for carrying out the Plan as it may deem necessary or
proper. The interpretation and construction by the Committee of any provision of
this Plan or of any agreement or document evidencing the grant of any Award and
any determination by the Committee pursuant to any provision of this Plan or any
such agreement, notification or document, shall be final and conclusive. No
member of the Committee shall be liable to any person for any such action taken
or determination made in good faith.

       5.     Awards. The Committee shall determine the types and timing of
Awards to be made to each Participant and shall set forth in the related Award
Agreement the terms, conditions, performance requirements, and limitations
applicable to each Award. Awards may include those listed below in this Section
5. Awards may be granted singly, in combination or in tandem, or in substitution
for, or as alternatives to, grants or rights under any other benefit plan of the
Company, including any plan of any entity acquired by, or merged with or into,
the Company. Awards shall be effected through Award Agreements executed by the
Company in such forms as are approved by the Committee from time to time.

              The Committee may determine to make any or all of the following
              Awards:

              (a) Stock Options. A grant of a right to purchase a specified
              number of shares of Stock at an exercise price not less than 100%
              of the Option Price of the Stock on the date of grant, in
              accordance with Subsection (i) below, provided that, in the case
              of a stock option granted retroactively in tandem with or as
              substitution for another award granted under any plan of the
              Company or plan of any entity acquired by, or merged with or into
              the Company, the exercise price may be the same as the purchase or
              designated price of such other award. If the optionee is an owner
              of stock (as determined under Section 424(d) of the Internal
              Revenue Code) that possesses more than 10% of the total combined
              voting power of all classes of stock of the Company or a parent or
              subsidiary corporation ("Ten Percent Stockholder"), the option
              price per share in the case of an incentive stock option shall not
              be less than 110% of the fair market value of a share of Common
              Stock on the date of the option grant. A stock option may be in
              the form of (i) an incentive stock option ("Incentive Stock
              Option" or "ISO") which, in addition to being subject to such
              terms, conditions and limitations as are established by the
              Committee, complies with Section 422 of the Code or (ii) a
              non-qualified stock option subject to such terms, conditions and
              limitations as are established by the Committee. The aggregate
              Fair Market Value (as determined as of the time 


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              of grant) of the Stock with respect to which incentive stock
              options are exercisable for the first time by an employee in any
              calendar year under the Plan (and/or any other incentive stock
              option plans of the Company) shall not exceed $100,000. To the
              extent that any Stock Option is not designated as an Incentive
              Stock Option or even if so designated does not qualify as an
              Incentive Stock Option, it shall constitute a Nonqualified Stock
              Option.

              Stock Options granted under the Plan shall be subject to the
              following terms and conditions and shall contain such additional
              terms and conditions as the Committee shall deem desirable and set
              forth on the Award Agreement:

                     (i) Option Price. The option price per share of Common
                     Stock shall not be less than the Fair Market Value of the
                     Common Stock subject to the Stock Option on the date of
                     grant; provided, however, that for any Nonqualified Stock
                     Option, the option price per share of Common Stock may,
                     alternatively, be fixed at any price deemed to be fair and
                     reasonable, as of the date of grant, by the Committee.

                     (ii) Option Term. The term of each Stock Option shall be
                     fixed by the Committee, but no Incentive Stock Option shall
                     be exercisable more than 10 years after the date the Stock
                     Option is granted.

                     (iii) Exercisability. Except as otherwise provided herein,
                     Stock Options shall be exercisable at such time or times
                     and subject to such terms and conditions as shall be
                     determined by the Committee. If the Committee provides that
                     any Stock Option is exercisable only in installments, the
                     Committee may at any time waive such installment exercise
                     provisions, in whole or in part, based on such factors as
                     the Committee may determine. In addition, the Committee may
                     at any time accelerate the exercisability of any Stock
                     Option.

                     (iv) Payment of Exercise Price. The price at which shares
                     of Stock may be purchased under a Stock Option shall be
                     paid in full in cash at the time of the exercise or, if
                     permitted by the Committee, by means of tendering Stock or
                     surrendering another Award or any combination thereof. The
                     Committee shall determine acceptable methods of tendering
                     Stock or other Awards and may impose such conditions on the
                     use of Stock or other Awards to exercise a Stock Option as
                     it deems appropriate.

              (b) Stock Appreciation Rights. A right to receive a payment, in
              cash or Stock, equal in value to the excess of the Fair Market
              Value of a specified number of shares of Stock on the date the
              stock appreciation right ("SAR") is 


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              exercised over the grant price of the SAR, which shall not be less
              than 100% of the Fair Market Value on the date of grant of such
              SAR, as determined by the Committee, provided that if an SAR is
              granted in tandem with or in substitution for another award
              granted under any plan of the Company, the grant price may be the
              same as the exercise or designated price of such other award.

              (c) Stock Awards. An Award made in Stock or denominated in units
              of Stock. All or part of any stock award may be subject to
              conditions established by the Committee, and set forth in the
              Award Agreement, which may include, but are not limited to,
              continuous service with the Company, achievement of specific
              business objectives, increases in specified indices, attaining
              growth rates, and other comparable measurements of the Company
              performance.

       6.     Tax Withholding. Prior to the payment or settlement of any Award,
the Participant must pay, or make arrangements acceptable to the Company for the
payment of, any and all federal, state and local tax withholding that in the
opinion of the Company is required by law. The Company shall have the right to
deduct applicable taxes from any Award payment and withhold, at the time of
delivery or vesting of shares under the Plan, an appropriate number of shares
for payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes.

       7.     Transferability. Nonqualified Stock Options shall be freely
transferable by the Participant, subject, however, to compliance with applicable
federal and state securities laws and regulations. No Award, other than
Nonqualified Stock Options, shall be transferable or assignable, or payable to
or exercisable by, anyone other than the Participant to whom it was granted,
except, (a) by law, will or the laws of descent and distribution, (b) as a
result of the disability of a Participant or (c) that the Committee (in the form
of an Award Agreement or otherwise) may permit transfers of Awards by gift or
otherwise to a member of a Participant's immediate family and/or trusts whose
beneficiaries are members of the Participant's immediate family, or to such
other persons or entities as may be approved by the Committee. Notwithstanding
the foregoing, in no event shall ISOs be transferable or assignable other than
by will or by the laws of descent and distribution.

       8.     Termination of Employment. If the employment of a Participant
terminates, other than as a result of the death or disability of a Participant,
all unexercised, deferred and unpaid Awards shall be canceled immediately,
unless the Award Agreement provides otherwise. In the event of the death of a
Participant or in the event a Participant is deemed by the Company to be
Disabled, the Participant or the Participant's estate, beneficiaries or
representative, as the case may be, shall have the rights and duties of the
Participant under the applicable Award Agreement.


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       9.     Change in Control.

              (a)    Subject to the provisions of Section 9(b) below, in the
                     event of a Change in Control, each Stock Option shall, at
                     the discretion of the Committee either be cancelled in
                     exchange for a payment in cash of an amount equal to the
                     excess, if any, of the Change in Control Price over the
                     exercise price for such Stock Option, or be fully
                     exercisable regardless of the exercise schedule otherwise
                     applicable to such Stock Option and all restricted shares
                     of Stock and all SARs shall become nonforfeitable and be
                     immediately transferable or payable, as the case may be.

              (b)    Notwithstanding Section 9(a), no cancellation, acceleration
                     of exercisability, vesting, cash settlement or other
                     payment shall occur with respect to any Award or any class
                     of Awards if the Committee reasonably determines in good
                     faith prior to the occurrence of a Change in Control that
                     such Award or Awards shall be honored or assumed, or new
                     rights substituted therefore (such honored, assumed or
                     substituted award hereinafter called an "Alternative
                     Award"), by a Participant's employer (or for the parent or
                     an Affiliate of such employer) immediately following the
                     Change in Control, provided that any such Alternative Award
                     must:

                     (i)    be based on stock which is traded on an established
                            securities market, or which will be so traded within
                            60 days of the Change in Control;

                     (ii)   provide such Participant (or each Participant in a
                            class of Participants) with rights and entitlements
                            substantially equivalent to or be better than the
                            rights, terms and conditions applicable under such
                            Award, including, but not limited to, an identical
                            or better exercise or vesting schedule and identical
                            or better timing and methods of payment;

                     (iii)  have substantially equivalent economic value to such
                            Award (determined at the time of Change in Control);
                            and

                     (iv)   have terms and conditions which provide that in the
                            event that the Participant's employment is
                            involuntarily terminated or constructively
                            terminated, any conditions on a Participant's rights
                            under, or any restrictions on transfer or
                            exercisability applicable to, each such Alternative
                            Award shall be waived or shall lapse, as the case
                            may be.


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For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a material reduction in the
Participant's responsibilities, in either case without the Participant's written
consent.

       10.    Term, Amendment, and Termination of the Plan. The Plan will
terminate on December 18, 2008. Awards outstanding as of the date of any such
termination shall not be affected or impaired by the termination of the Plan.

The Board may amend, alter, or discontinue the Plan to the extent it deems
appropriate in the best interest of the Company, but no amendment, alteration or
discontinuation shall be made which would (a) impair the rights of an optionee
under a Stock Option or a recipient of a SAR or restricted share of Stock
theretofore granted without the optionee's or recipient's consent, except such
an amendment which is necessary to cause any Award or transaction under the Plan
to qualify, or continue to qualify, for the exemption provided by Rule 16b-3 or
(b) disqualify any Award or transaction under the Plan from the exemption
provided by Rule 16b-3. In addition, no such amendment shall be made without the
approval of the Company's stockholders to the extent such approval is required
by law or agreement.

The Committee may amend the terms of any Award Agreement, but no such amendment
shall impair the rights of any participant without the participant's consent
except such an amendment which is necessary to cause any Award or transaction
under the Plan to qualify, or to continue to qualify, for the exemption provided
by Rule 16b-3.

Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules as well as
other developments, and to grant Awards that qualify for beneficial treatment
under such rules without stockholder approval.

       11.    Adjustments. In the event of any change in the outstanding Stock
of the Company by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger or similar event, the
Committee may adjust proportionally (a) the number of shares of Stock (i)
available for issuance under the Plan, and (ii) covered by outstanding Awards
denominated in stock or units of Stock; (b) the exercise and grant prices
related to outstanding Awards; and (c) the appropriate Fair Market Value and
other price determinations for such Awards as the Committee in its sole
discretion may in good faith determine to be equitably required in order to
prevent dilution or enlargement of the rights of Participants. Moreover, in the
event of any such transaction or event, the Committee may provide in
substitution for any or all outstanding Awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
Awards so replaced. The Committee may also make or provide for such adjustments
in the number of Shares specified in Section 


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3 of this Plan as the Committee in its sole discretion may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 11. In the event of any other change affecting the
Stock or any distribution to holders of Stock, such adjustments in the number
and kind of shares and the exercise, grant and conversion prices of the affected
Awards as may be deemed equitable by the Committee, including adjustments to
avoid fractional shares, shall be made to give proper effect to such event.

       12.    Miscellaneous.

              (a) Any notice to the Company required by any of the provisions of
              the Plan shall be addressed to the Committee, c/o the Secretary of
              the Company, and shall become effective when it is received.

              (b) The Plan shall be unfunded and the Company shall not be
              required to establish any special account or fund or to otherwise
              segregate or encumber assets to ensure payment of any Award.

              (c) Nothing contained in the Plan shall prevent the Company from
              adopting other or additional compensation arrangements or plans,
              subject to shareholder approval if such approval is required, and
              such arrangements or plans may be either generally applicable or
              applicable only in specific cases.

              (d) No Participant shall have any claim or right to be granted an
              Award under the Plan and nothing contained in the Plan shall be
              deemed or be construed to give any Participant the right to be
              retained in the employ of the Company or to interfere with the
              right of the Company to discharge any Participant at any time
              without regard to the effect such discharge may have upon the
              Participant under the Plan. Except to the extent otherwise
              provided in any plan or in an Award Agreement, no Award under the
              Plan shall be deemed compensation for purposes of computing
              benefits or contributions under any other plan of the Company.

              (e) The Plan and each Award Agreement shall be governed by the
              laws of the State of Delaware, excluding any conflicts or choice
              of law rule or principle that might otherwise refer construction
              or interpretation of the Plan to the substantive law of another
              jurisdiction.

              (f) The Committee shall have full power and authority to interpret
              the Plan and to make any determinations thereunder and the
              Committee's determinations shall be binding and conclusive.
              Determinations made by the Committee under the Plan need not be
              uniform and may be made selectively among individuals, whether or
              not such individuals are similarly situated.


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              (g) If any provision of the Plan is or becomes or is deemed
              invalid, illegal or unenforceable in any jurisdiction, or would
              disqualify the Plan or any Award under any law deemed applicable
              by the Committee, such provision shall be construed or deemed
              amended or limited in scope to conform to applicable laws or, in
              the discretion of the Committee, it shall be stricken and the
              remainder of the Plan shall remain in full force and effect.

              (h) The Plan shall become effective on the date it is approved by
              the Board, subject to approval by the holders of a majority of the
              shares of Stock then outstanding. The Committee may grant Awards
              subject to the condition that this Plan shall have been approved
              by the stockholders of the Company.

              (i) With respect to persons subject to Section 16 of the Exchange
              Act, transactions under this Plan are intended to comply with all
              applicable conditions of Rule 16b-3 or its successors under the
              Exchange Act. To the extent any provision of the Plan or action by
              the Committee fails to so comply, it shall be deemed null and
              void, to the extent permitted by law and deemed advisable by the
              Committee.

              (j) The Committee may grant Awards to employees who are subject to
              the tax laws of nations other than the United States, which Awards
              may have terms and conditions that differ from other Awards
              granted under the Plan for the purposes of complying with foreign
              tax laws.


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