TRANSITION SERVICES AGREEMENT



     This Transition services agreement (the "Agreement"), is dated as of

_____________, 2002, by and between IMPCO Technologies, Inc., a Delaware

corporation ("IMPCO"), and Quantum Fuel Systems Technologies Worldwide, Inc., a

Delaware corporation ("Quantum").



     Whereas, concurrently herewith, IMPCO and Quantum are entering into a

Contribution and Distribution Agreement (the "Distribution Agreement"), which

provides for, among other things, the contribution by IMPCO to Quantum of

certain assets relating to IMPCO's Automotive OEM Business (the "Business") in

consideration, among other things, of the issuance by Quantum to IMPCO of

[___________] shares of Quantum's common stock, par value $0.001 per share;



     Whereas, the Board of Directors of IMPCO has determined that it is

appropriate, desirable and in the best interests of IMPCO and its businesses as

well as of the holders of IMPCO Common Stock, to distribute to the holders of

the IMPCO Common Stock all the outstanding shares of Quantum common stock, par

value $0.001 per share, as set forth in the Distribution Agreement;



     Whereas, in order to facilitate an orderly transition of the Business under

the Distribution Agreement, the parties desire that IMPCO make available to

Quantum the Services (as defined below) on the terms set forth herein; and



     Whereas, capitalized terms used herein and not otherwise defined shall have

the meanings given to such terms in the Distribution Agreement.



     Now, Therefore, in consideration of the above premises and for other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties, intending to be legally bound, agree as follows:



                                   ARTICLE 1



                                    Services



     1.1  Services.



          (a) Type of Services. Except as otherwise provided herein, for the

term determined pursuant to Section 1.2 hereof, IMPCO shall, as may reasonably

be requested by Quantum upon reasonable notice from time to time on and after

the Contribution Date (which shall be referred to herein as the "Effective

Date"), provide or cause to be provided to Quantum services in support of the

Business, consisting of those generically described services summarized on

Exhibit A attached hereto and set forth with specificity in Exhibit B (comprised

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of statements of work) attached hereto (the "Services"). Subject to the

limitations



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set forth in this Agreement, the Services shall be performed in the manner, to

the extent and at a time substantially consistent with the manner in which IMPCO

provided such Services to the Business prior to the Distribution Date.



          (b) Services Performed by Others. IMPCO may, in its reasonable

discretion, cause any of the Services to be provided by any other person or

entity that is providing, has provided or may from time to time provide, the

same or similar services for IMPCO or are reasonably necessary for the efficient

performance of any of such Services. IMPCO will provide Quantum with twenty (20)

days' notice prior to any such transfer of the Services.



          (c) Statements of Work. IMPCO and Quantum may agree to additional

Services pursuant to this Agreement by entering into additional statements of

work (the "Statements of Work") from time to time during the term of this

Agreement, each of which will, at a minimum, include the following:



              (i)   A reference to this Agreement, which reference will be

deemed to incorporate all applicable provisions of this Agreement;



              (ii)  The date as of which the applicable Statement of Work will

be effective and, if applicable, the term or period of time during which IMPCO

will provide the applicable services and resources to Quantum pursuant to that

Statement of Work;



              (iii) A description of the Services to be provided by IMPCO to

Quantum pursuant to that Statement of Work, including, but not limited to, the

location at which the applicable Services are to be provided, and all

deliverables to be provided as part of the applicable Services pursuant to that

Statement of Work;



              (iv)  A designation of the individual who will have management

responsibility for IMPCO and Quantum, respectively, in connection with that

Statement of Work;



              (v)   The fees, costs and expenses, if any, payable by Quantum to

IMPCO for the Services to be provided pursuant to that Statement of Work; and



              (vi)  Any additional provisions applicable to the Services

provided under that Statement of Work that are not otherwise set forth in this

Agreement or that are exceptions to the provisions set forth in this Agreement.



A form of statement of work is attached hereto as Exhibit C. No Statement of

                                                  ---------

Work will become effective until it has been executed by an authorized

representative of both IMPCO and Quantum.

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