PURCHASE AND SALE OF PURCHASED ASSETS

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of this 30th day of April, 2004 by and between CD&M-Electronics, Inc., a Missouri corporation (hereinafter referred to as "Purchaser") and UQM ELECTRONICS, INC ., a Missouri corporation (hereinafter referred to as the "Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" or individually as a "Party".

RECITALS

WHEREAS , Seller is a wholly owned subsidiary of UQM Technologies, Inc. ("Parent Company"), a Colorado corporation; and

WHEREAS , Seller’s business operations consist of the contract manufacturing of electronic printed circuit boards and related components in St. Charles County, Missouri; and

WHEREAS , Purchaser intends to purchase, and Seller intends to sell, certain assets upon the terms and conditions hereinafter set forth in this Agreement.

NOW THEREFORE , in consideration of the above recitals, the terms and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF PURCHASED ASSETS

1.1

Purchased Assets.

On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth herein, at Closing Seller shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, accept and take possession from Seller, certain of the assets, properties and other rights owned or leased, licensed or used by Seller, but excluding the Excluded Assets (as defined herein) (the "Purchased Assets"), including, without limitation:

(a)

all of Seller’s furniture, fixtures, equipment, leasehold improvements, and fixed assets as reflected on Seller’s fixed asset and inventory schedules, which are attached hereto as Schedule 1.1(a) and incorporated herein by reference, as of the Closing Date (as defined herein). Seller’s interests in leasehold improvements are limited (as defined) by a certain lease agreement dated May 8, 1996, as amended, between Seller and Elm Point Investment Company, L.L.C, (the "Lease Agreement"), which is attached hereto as Exhibit 1.1(a) ;

(b)

all of Seller’s inventory as of April 18, 2004, except for the items of inventory consumed pursuant to the Memorandum of Understanding between the parties dated April 18, 2004.

(c)

all of Seller’s written or electronic information relating to historical customers of Seller (including, without limitation, customer lists, customer files and other written accounts of Seller) and other reasonable and specifically requested information, with respect to sales and marketing data, principal contacts, and pricing information.

The Purchased Assets are being purchased on an "as is" basis without warranty of merchantability or fitness for any particular purpose.

1.2

Assets of Seller Not Purchased.

Purchaser shall not purchase any assets of Seller other than those described in Section 1.1 of this Agreement. Without limiting the generality of the previous sentence, Purchaser shall not purchase the following (the "Excluded Assets"):

(a)

Seller’s Bank Accounts, Cash, Accounts Receivable, Prepaid Assets & Other Assets, Facility Sub-Rent Receivable, and Security Deposits;

(b)

Seller’s Articles of Incorporation, Minute Books, Corporate Seals, stock books and other corporate records relating to the corporate organization and capitalization of Seller;

(c)

shares of the capital stock of Seller, including any shares held as treasury shares;

(d)

the name(s) UQM Electronics, UQME, UQM and any and all derivatives thereof and any and all logos and trademarks used by Seller; and

(e)

Leased equipment and assets not identified in Section 1.1.

1.3

Non-Assumption of Liabilities

Except for the liabilities of Seller described in Schedule 1.3 (collectively, the "Assumed Liabilities"), Purchaser shall not assume any liabilities or debts of Seller, and Seller shall remain liable for any and all liabilities, obligations, claims and commitments of or against Seller, excluding the Assumed Liabilities, whether the same are known or unknown, existing, contingent upon future events or circumstances, accrued, funded, unfunded or otherwise.

1.4

Conveyance of Purchased Assets.

On the Closing Date, Seller shall convey good and marketable title to the Purchased Assets owned by Seller to Purchaser free and clear of any claim, lien, pledge, option, charge, easement, security interest, encumbrance or other right ("Encumbrances").

ARTICLE II

PURCHASE PRICE; PAYMENT

In addition to the assumption of the Assumed Liabilities referenced in Section 1.3 above, Purchaser shall pay to Seller the following as consideration for the Purchased Assets and other agreements hereunder (hereinafter referred to as the "Purchase Price"):

2.1

Purchase Price.

The total Purchase Price for the Purchased Assets shall be One Million Four Hundred Fifty Thousand and no/100 Dollars (U.S. $ 1,450,000.00) and shall be paid in the form of cash and common stock as provided below.

2.2

Cash Consideration

At Closing, Purchaser shall pay to Seller, at Closing, the sum of Nine Hundred Thousand and No/100 Dollars (U.S. $900,000.00) in cash subject to adjustment as provided in Section 2.5 below, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller prior to Closing (the "Cash Consideration").

2.3

Stock Consideration .

At Closing, Purchaser shall issue to Seller, or Seller’s assignee, Ten Thousand Five Hundred Eighty-Eight (10,588) shares of Purchaser’s Common Stock, which the Parties agree has an aggregate value of Five Hundred Fifty Thousand Dollars ($550,000.00) (the "Stock Consideration").

2.4

Assumption of Liabilities.

Purchaser agrees to assume those liabilities of Seller referenced in Section 1.3 of this Agreement and listed on Schedule 1.3 attached hereto.

2.5

Prorations

Rent, utility charges, maintenance and repair charges, real estate and all other taxes payable under any assumed lease and all other items of expense and other similar obligations to third parties (to the extent not completely included as Assumed Liabilities) shall be prorated between Seller and Purchaser as of the Closing Date.

ARTICLE III

CLOSING

3.1

Closing Date .

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") will be held at the offices of Robert F. Dwornick, Esq., 1023 Executive Parkway Dr. Suite 18, Creve Coeur, MO 63141 on Tuesday, May 18, 2004, commencing at the hour of 11:00 AM (the "Closing Date"), or at such other place, date and time as may be mutually agreed upon by the parties. Unless otherwise agreed, effective control of the Purchased Assets shall be deemed transferred at 12:01 a.m. on April 30, 2004.

3.2

Actions to be Taken at the Closing.

At the Closing, the Parties shall take the following actions and deliver the following documents:

(a)

Seller shall execute and deliver to Purchaser a Bill of Sale and Assignment, in form substantially similar to the form attached hereto at Exhibit 3.2(a) , transferring to Purchaser good title in and to the Purchased Assets, free and clear of all Encumbrances, except as disclosed on Schedule 4.3 ;

(b)

Purchaser shall pay the Cash Consideration to Seller;

(c)

Purchaser shall issue the Stock Consideration to Seller, or Seller’s assignee

(d)

Seller will deliver to Purchaser possession of the Purchased Assets; provided, however, that the Purchased Assets shall be deemed delivered at Closing and, to the extent any Purchased Assets are not located at the Seller’s location, Seller will deliver possession of such Purchased Assets to Purchaser as soon as practicable after the Closing;

(e)

Seller shall deliver to Purchaser a Letter of No Tax Due from the State of Missouri (dated no later than forty-five (45) days prior to the Date of Closing) indicating that all Missouri tax returns (sales, use, employment, etc.) relating to the Seller have been filed and that all taxes owed thereon have been paid by Seller;

(f)

Purchaser, Seller, and Elm Point Investment Company, L.L.C. ("Seller’s Landlord") shall jointly execute and deliver to the Parties and Seller’s Landlord a Sublease Agreement and Consent to Sublease Agreement , in the forms attached hereto at Exhibit 3.2 (e ), relating to the rented building located at 3081 Elm Point Industrial Drive, St. Charles, MO 63301. As referenced in Section 9 of the Consent to Sublease Agreement, Seller shall pay to Seller’s Landlord the sum of One-Hundred-Thousand Dollars and No/100 Dollars ($100,149.00) in cash, by wire transfer of immediately available funds to an account designated in writing by Seller’s Landlord prior to Closing. As referenced in Section 10 of the Consent to Sublease Agreement, Purchaser shall pay to Seller the sum of Eighteen-Thousand-Four-Hundred-Seventy-Two and No/100 Dollars ($18,472.00) in cash, by wire transfer of immediately available funds to an account designated in writing by Seller prior to Closing.

(g)

The Parties will take such other actions and will execute and deliver such other instruments, documents, agreements and certificates as are required by the terms of this Agreement and the Related Agreements (as defined herein) or as may be reasonably requested by Purchaser or Seller, as the case may be, in connection with the consummation of the transactions contemplated herein;

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

At all times from the date of this Agreement through and including the Closing Date, Seller represents and warrants to Purchaser that to the best of Seller’s information, knowledge and belief, and without independent investigation, as follows

4.1

Organization, Qualification and Corporate Power

Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri. Seller has full power and lawful authority to (i) own and operate its assets, (ii) enter into this Agreement and all related agreements, and (iii) consummate the transactions contemplated by this Agreement and in any other agreement or instrument executed by Seller pursuant to or in connection with this Agreement (the "Related Agreements").

4.2

Authorization of Transaction; Non-contravention .

This Agreement and the Related Agreements have each been duly authorized by all necessary corporate action on the part of Seller as required by the statutes of the State of Missouri and as required by the Articles of Incorporation and Bylaws of Seller, including shareholder and director authorization, and a certified copy of the resolutions of the shareholders and directors of Seller setting forth such authorization are attached hereto as Exhibit 4.2 . This Agreement and the Related Agreements each constitute the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement and any of the Related Agreements by Seller do not and will not (i) constitute a breach or violation of any law, rule, regulation, material agreement, indenture, deed of trust, mortgage, loan agreement or any material instrument to which Seller is a party or by which Seller or any of the Purchased Assets is bound or otherwise affected; (ii) constitute a violation of any order, judgment or decree by which Seller or any of the Purchased Assets is bound or affected; (iii) result in the acceleration of any material debt owed by Seller; or (iv) violate any provision of the statutes of the state of incorporation or the Articles of Incorporation and Bylaws of the Seller.

4.3

Good Title to Purchased Assets

Except as set forth in Schedule 4.3 attached hereto and incorporated herein by reference, Seller has good and marketable title to the Purchased Assets free and clear of all Encumbrances.

4.4

Litigation; Disputes .

Except as otherwise described in Schedule 4.4 attached hereto and incorporated herein by reference or where any of the following will not have a material adverse effect on the Purchased Assets, Seller represents that (i) there is no person holding any claim of any nature against Seller that Seller has knowledge of, or that Seller has been notified of, or that Seller has been made aware of, including claims arising out of Seller’s ownership of any of the Purchased Assets; (ii) Seller does not know or have reasonable grounds to know of any dispute which adversely affects, or may adversely affect, any of the Purchased Assets; (iii) Seller is not, and none of the Purchased Assets are, subject to any pending or threatened litigation, proceeding or administrative investigation; (iv) Seller has not violated any federal, state or local law, statute, ordinance, rule, regulation, order or decree (including but not limited to those pertaining to the environment and the regulation thereof) issued by any court or by any authority or by any governmental or quasi-governmental authority or agency having jurisdiction over Seller or any of the Purchased Assets.

4.5

Environmental Matters.

Seller warrants and represents that there are no claimed, alleged, nor, threatened violations of any federal, state or local law, statute, ordinance, rule, regulation, order or decree (including but not limited to those pertaining to the environment and the regulation thereof) issued by any court or by any authority or by any governmental or quasi-governmental authority or agency having jurisdiction over Seller or any of the Purchased Assets, nor are there any present discussions or negotiations with any agency regarding any release of any hazardous waste, hazardous substance or toxic substance in connection therewith.

4.6

Licenses, Permits.

Seller warrants and represents that since April 1, 2003 all federal, state and local permits, licenses, registrations and authorizations required for the use of the Purchased Assets, have been obtained and further that there have not been nor are there any currently any violations of such permits, licenses, registrations or authorizations.

4.7

Legal Compliance.

Seller, is in compliance with each law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any governmental entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby, or (b) is applicable to Seller, except for any violation or default which will not have a material adverse effect on the Purchased Assets.

4.8

Contracts.

Schedule 4.8 lists the following written agreements affecting the Purchased Assets entered into by Seller and which have not been terminated in accordance with their terms:

(a)

any Contracts or any other written agreements, contracts or documents associated with Seller’s customers;

(b)

any written agreement under which the consequences of a default or termination could have a material adverse effect on the Purchased Assets.

4.9

Fees and Brokers.

Except as set forth on Schedule 4.10 , Seller does not have any obligation or liability to pay any fees or commitment to any investment banking firm, finder, broker or other party with respect to the transactions contemplated by this Agreement. Any liability or obligation set forth on Schedule 4.10 is the sole responsibility of Seller

4.10

Third Party Consents

Except as disclosed in Schedule 4.11 hereto, no approval or consent of any entity or person not a party to this Agreement is necessary for the lawful consummation of the transactions contemplated hereby.

ARTICLE V

PURCHASER’S REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to Seller, that to the best of Purchaser’s information, knowledge and belief, and without independent investigation, as follows:

5.1

Organization .

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri and has the requisite power and authority to enter into this Agreement and any Related Agreements and to consummate the transactions contemplated by this Agreement and such Related Agreements.

5.2

Authorization of Transaction; Non-contravention.

Subject to the terms and conditions of this Agreement, prior to the Closing, this Agreement and each Related Agreement will have been duly authorized by all necessary action on the part of Purchaser and a certified copy of the resolutions of the shareholders and directors of Purchaser setting forth such authorization are attached hereto as Exhibit 5.2 . The execution, delivery and performance of this Agreement and any other agreements to be entered into by Purchaser in connection herewith do not and will not (i) constitute a breach or violation of any law, rule, regulation, material agreement, indenture, deed of trust, mortgage, loan agreement or any material instrument to which Purchaser is a party or by which Purchaser or any of its assets are bound or otherwise affected; (ii) constitute a violation of any order, judgment or decree by which Purchaser or its assets are bound or affected; (iii) result in the acceleration of any material debt owed by Purchaser; or (iv) violate any provision of the Articles or Certificate of Incorporation or Bylaws of Purchaser.

5.3

Fees and Brokers

Except as set forth on Schedule 5.3 , Purchaser has no obligation or liability to pay any fees or commitment to any investment banking firm, finder, broker or other party with respect to the transactions contemplated by this Agreement. Any liability or obligation set forth on Schedule 5.3 is the sole responsibility of Purchaser.

5.4

Litigation; Disputes

Except as otherwise described in Schedule 5.4 attached hereto and incorporated herein by this reference (i) there is no person holding any claim of any nature against Purchaser that Purchaser has knowledge of, or that Purchaser has been notified of, or that Purchaser has been made aware of, including claims arising out of or in connection with the operation of or ownership of any assets of Purchaser; (ii) Purchaser does not know nor does Purchaser have reasonable grounds to know of any dispute which materially adversely affects, or may adversely affect, the assets or operations of Purchaser; (iii) neither Purchaser, nor any of the assets of Purchaser, are subject to any pending or threatened litigation, proceeding or administrative investigation; (iv) Purchaser has not violated any federal, state or local law, statute, ordinance, rule, regulation, order or decree (including but not limited to those pertaining to the environment and the regulation thereof) issued by any court or by any authority or by any governmental or quasi-governmental authority or agency having jurisdiction over Purchaser or any of the assets or the business operations of Purchaser, the violation of which would have a material adverse effect on Purchaser; and (v) except for licenses and permits which are immaterial and not required in order for Purchaser to conduct its business operations, Purchaser has maintained all material licenses and permits and have filed all registrations, reports and other documents required by local, state and federal authorities and regulating bodies in connection with their respective business activities

5.5

Taxes .

(a)

Purchaser has (i) filed, when due, with all appropriate governmental agencies, all tax returns, estimates, reports and statements required to be filed by them, all of which are true and correct in all material respects; and (ii) paid, or will pay, when due and payable, all requisite income taxes, sales, use, property and transfer taxes, levies, duties, licenses and registration fees and charges of any nature whatsoever, workmen’s compensation payments and unemployment compensation contributions, including interest and penalties thereon that are due and payable on or before the Closing Date, except such as are being contested in good faith by appropriate proceedings (to the extent any such proceedings are required) and with respect to which Purchaser is mai