TO STOCK TRANSFER AGREEMENT
THIS FIRST AMENDMENT TO STOCK TRANSFER AGREEMENT (this "First Amendment") is entered
into as of July 19, 2002, by and between QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE,
INC., a Delaware corporation (the "Company") and GENERAL MOTORS CORPORATION, a Delaware
A. The parties to this First Amendment entered into several agreements each dated June 12, 2001, one of which
was a Stock Transfer Agreement (the "STA"). Together, the June 12, 2001 documents are referred to as the
B. The effectiveness of each Transactional Agreement is contingent upon, among other things, the Spin-Off of the
Company by its current owner IMPCO Technologies, Inc., a Delaware company ("IMPCO").
C. IMPCO and the Company have requested certain changes in the STA in order to facilitate the Spin-Off and
to take into account various changed circumstances that have occurred since the Transactional Agreements were
signed, and GM has agreed to certain of those changes, as more fully set forth in this First Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this First Amendment
and in the Transactional Agreements, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree that the STA shall be amended and supplemented
ACQUISITION OF SHARES
1.1 Defined Terms
(a) Capitalized terms not specifically defined herein are defined in the STA.
(b) The Company's proper name is Quantum Fuel Systems Technologies Worldwide, Inc. instead of Quantum
Technologies Worldwide, Inc.
(a) All references in the STA and other Transactional Agreements to a Twenty Percent (20%) interest in
Quantum to be owned by GM shall be revised to a Nineteen and Nine Tenths Percent (19.9%) interest.
(b) The terms of the Series A Common Stock, $0.001 par value per share, to be acqui