INDEMNIFICATION AGREEMENT

EFFECTIVE DATE:

May 20, 2003

I.2   PARTIES:

UQM Technologies, Inc.

7501 Miller Drive

Frederick, CO 80530

("Corporation")

("Director or Officer")

I.3 RECITALS/AGREEMENT:

I.3a

At the request of the Corporation, Director or Officer currently serves as a director or officer of the Corporation (as defined below). As such, may be subjected to claims, suits or proceedings.

I.3b

Director or Officer has indicated that it was and is a condition of Director’s or Officer’s acceptance and continuing in such service that, among other things, the Corporation agrees to indemnify Director or Officer against liabilities, expenses and costs incurred in connection with any such claims, suits or proceedings to the fullest extent permitted by the Colorado Corporation Code and to pay expenses in advance of any final disposition of any such claims, suits or proceedings to the fullest extent permitted by the Colorado Corporation Code.

I.3c

The Corporation’s Articles of Incorporation and the Colorado Corporation Code contemplate the contracts may be made between the Corporation and members of its Board of Directors and officers with respect to indemnification.

I.3d

In consideration of Director’s or Officer’s acceptance and continuation of service as a director or officer after the date of this Agreement, and in consideration of the mutual covenants stated herein, the parties agree as follows:

I.4 BYLAW PROVISIONS ON INDEMNIFICATION, ADVANCEMENT OF EXPENSES AND OTHER MATTERS:

The parties hereby acknowledge that Article VI of the Bylaws of the Corporation provide for indemnification and advancement of expenses with respect to directors or officers, as well as other matters. All provisions of Article VI of the Bylaws of the Corporation as in effect on the date hereof, including without limitation amendments made to such Article VI on the date hereof, are hereby made a binding agreement between the Corporation and Director or Officer; a copy of such Article VI is attached hereto as Exhibit A; and such Article VI is hereby incorporated into this Agreement by this reference.

I.5 NONEXCLUSIVITY:

The rights of Director or Officer for indemnification and advancement of expenses under this Agreement shall not be deemed exclusive of, or in limitation of, any rights to which Director or Officer may be entitled under Colorado law, the Corporation’s Articles of Incorporation or Bylaws, vote of shareholders or otherwise.

I.6 MISCELLANEOUS:

I.6.a

Effectiveness. This Agreement is effective for, and shall apply to, (i) any claim or proceeding which is asserted or threatened before, on or after the date of this Agreement and (ii) acts or omissions on or after the date of this Agreement.

I.6.b

Survival: Continuation. The rights of Director or Officer hereunder shall inure to the benefit of the Director or Officer (even after Director or Officer ceases to be a director or officer). Director’s or Officer’s personal representative, heirs, executors, administrators and beneficiaries; and this Agreement shall be binding upon the Corporation, its successors and assigns. The rights of Director or Officer under this Agreement shall continue so long as Director or Officer may be subject to any possible proceeding because of the fact that Director was a director or was an officer of the Corporation. If the Corporation sells, leases, exchanges or otherwise disposes of, in a single transaction or series of related transactions, all or substantially all of its property and assets, the Corporation shall, as a condition precedent to such transaction, cause effective provision to be made so that the person or entity acquiring such property and assets shall become bound by and replace the Corporation under this Agreement.

I.6.c

Governing Law. This Agreement shall be governed by the laws of the State of Colorado.

I.6.d

Severability. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and all other provisions shall remain in full force an effect.

I.6.e

Amendment. No amendment, termination or cancellation of this Agreement shall be effective unless in writing signed by the Corporation and Director or Officer.

I.6.f

Headings. The headings in this Agreement are for convenience only and are not to be considered in construing this Agreement.

I.6.g

Counterparts. This Agreement may be executed in counterparts, both of which shall be deemed an original, and together shall constitute one document.

The parties have executed this Agreement as of the effective date first above stated.

UQM TECHNOLOGIES, INC.

By:

/s/                                 

Treasurer, UQM Technologies, Inc

Director or Officer

By:

/s/                                 

EXHIBIT A

TO

INDEMNIFICATION AGREEMENT

Dated May 20, 2003

Between UQM Technologies, Inc.

And [DIRECTOR/OFFICER]

Article VI of the Bylaws of the Corporation

Indemnification

Section 6.01

Definitions . For purposes of this Article, the following terms shall have the meanings set forth below:

(a)

Code . The term "Code" means the Colorado Corporation Code as it exists on the date of the adoption of this Article and as it may hereafter be amended from time to time. In the case of any amendment of the Colorado Corporation Code after the date of the adoption of this Article, when used in reference to an act or omission occurring prior to the effectiveness of such amendment, the term "Code" shall include such amendment only to the extent that the amendment can apply to a prior act or omission and the amendment permits the corporation to provide broader indemnification rights than the Colorado Corporation Code permitted the corporation to provide at the date of the adoption of this Article and prior to the amendment.

(b)

Corporation. The term "corporation" means the corporation and, in addition to the resulting or surviving corporation, any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(c)

Expenses . The term "expenses" means the actual and reasonable expenses (including but not limited to expenses of investigation and preparation and fees and disbursements of counsel, accounts and other experts) incurred by a party in connection with a proceeding.

(d)

Liability . The term "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or expense incurred with respect to a proceeding.

(e)

Party . The term "party" means any individual who was, is, or is threatened to be made, a named defendant or respondent is a proceeding by reason of the fact that he is or was a director, officer or employee of the corporation, or a member of the Office of the Chairman, and any individual who, while a director, officer or employee or member of the Office of the Chairman of the corporation is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the corporation’s request if his duties to the corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan.

(f)

Proceeding . The te