Exhibit (a)(1)(v)

                          CAPSTONE TURBINE CORPORATION
                     VOLUNTARY STOCK OPTION EXCHANGE PROGRAM
                        PROMISE TO GRANT STOCK OPTION(S)

         In exchange for your agreement to cancel certain stock options granted
by Capstone Turbine Corporation ("CAPSTONE"), Capstone hereby promises to grant
you a stock option or stock options (as applicable) covering _________ shares of
Capstone's common stock (as may be adjusted for stock splits, stock dividends
and similar events and as provided below) no earlier than January 26, 2004 (the
"NEW OPTION(S)"). The exercise price of the New Option(s) will be the closing
price of Capstone's common stock as listed on the Nasdaq National Market on the
date of grant of the New Option(s).

         The New Option(s) will vest and become exercisable as follows:

         -     12.5% of the shares subject to the New Option(s) will be vested
               on the grant date of the New Option(s); and

         -     1/48 of the shares subject to the New Option(s) will vest monthly
               after the grant date of the New Option(s); such that each New
               Option will be fully vested on the 42-month anniversary of the
               grant date of the New Option(s), subject to your continued
               employment with Capstone or one of its subsidiaries through each
               relevant vesting date.

         Regardless of whether your exchanged options under the 1993 Incentive
Stock Plan or the 2000 Equity Incentive Plan are incentive stock options or
nonstatutory stock options, your New Option(s) will be nonstatutory stock
options.

         The New Option(s) will otherwise be subject to:

         -     the standard terms and conditions under the Capstone Turbine
               Corporation 2000 Equity Incentive Plan; and

         -     a new option agreement between Capstone and you.

         Prior to the grant of the New Option(s), it is possible that Capstone
might be acquired by another company. This Promise to Grant Stock Option(s) is
evidence of a binding commitment that Capstone's successors must honor and,
accordingly, in the event of any such acquisition, the acquirer would be subject
to this promise to grant you a New Option. The New Option(s) would be for the
purchase of the acquirer's stock (as opposed to Capstone's), with an exercise
price equal to the fair market value of such acquirer's stock on the date of
grant of the New Option(s), and would be unaffected by the acquirer's treatment
of Capstone's existing stock option plans. In such case, the number of shares
subject to the New Option(s) would be appropriately adjusted.

         In order to receive the New Option(s), you must be an employee of
Capstone, one of its subsidiaries or a successor entity on the date the New
Option(s) are granted. Accordingly, if you do not have an employment
relationship with Capstone (or one of its subsidiaries or a successor entity, as
applicable) for any reason on the date of grant of the New Option(s), you will
not receive any New Option(s) or other consideration for your tendered options
that have been accepted by Capstone for exchange. Your employment relationship
with Capstone (or one of its subsidiaries or a successor entity, as applicable)
may be terminated at any time by either you or Capstone, with or without cause
or notice, subject to the laws of the country in which you work and any
employment agreement you may have with Capstone (or one of its subsidiaries or a
successor entity, as applicable).


         This Promise to Grant Stock Option(s) is subject to the terms and
conditions of the most recent version of Capstone's Offer to Exchange Certain
Outstanding Options for New Options (originally dated June 25, 2003, as amended
on July 9, 2003 and as it may be amended from time to time thereafter) and the
Election Form previously completed and submitted by you to Capstone, both of
which are incorporated herein by reference. These documents reflect the entire
agreement between you and Capstone with respect to this transaction. This
Promise to Grant Stock Option(s) may only be amended by means of a writing
signed by you and a duly authorized officer of Capstone.

CAPSTONE TURBINE CORPORATION

By: _________________________________           Date:____________________, 2003

Name:________________________________

Title:_______________________________

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