Exhibit 2

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this “Agreement”) is made and entered into this 17th day of September, 2007 by and between, ECOTALITY, INC., a Nevada corporation (“Buyer”), INNERGY POWER CORPORATION, a Delaware corporation (“Innergy”), and its fully-owned subsidiary, PORTABLE ENERGY DE MEXICO, S.A. DE C.V., a Mexican corporation (collectively, “Seller”).

RECITALS:

Seller is the owner of the business known as INNERGY POWER located at 9375 Customhouse Plaza, Bldg. A, Suite J, San Diego, California  92154, which is an active business (the “Business”).

Seller is the owner of certain tangible and intangible personal property used in connection with the Business, which are defined below as the “Acquired Assets.”

Certain of Seller’s executive employees possess expertise in the operation of the Business, which Seller wishes to impart to Buyer, and Buyer has agreed to employ Darrell Musick and Jerry Cooper, upon consummation of this transaction.

Buyer desires to purchase and Seller desires to sell all of its right, title, and interest in the Business and the Acquired Assets upon the occurrence of certain conditions and other terms and conditions set forth in this Agreement.

In consideration of the mutual terms, conditions and covenants hereinafter set forth Seller and Buyer agree as follows:

AGREEMENTS:

ARTICLE I
Purchase and Sale of Acquired Assets

1.1           Purchase and Sale .  Subject to the terms and conditions of this Agreement, Buyer shall purchase from the Seller and the Seller shall sell all right, title and interest in and to the assets and properties of every kind, character and description (other than property and rights specifically excluded in this Agreement), used in or for the benefit of Seller’s Business, whether tangible, intangible, real, personal or mixed, and wherever located (collectively referred to hereinafter as the “Acquired Assets”), including but not limited to the assets set forth on Exhibit A and Exhibit B to be completed and agreed to prior to the Closing Date and attached hereto, but specifically excluding the Excluded Assets (as defined in Section 1.4).

1.2           Closing .  The purchase and sale (the “Closing”) shall occur on October 1, 2007 (affective as of the close of business on September 30, 2007), or such other date as the parties may mutually agree (the “Closing Date”) and shall take place at the office of Buyer’s attorney, Jeffrey A. Ekbom, Stinson Morrison Hecker LLP, 1850 N. Central Avenue, Suite 2100, Phoenix, Arizona.

1.3           Acquired Assets .  Except for the Excluded Assets, the Acquired Assets shall include all of Seller’s cash and cash equivalents in excess of $125,000, Accounts Receivable, tangible property, equipment, inventories, tenant improvements (regardless of whether they are accounted for as an asset on the books of Seller, or of a landlord or other third party), vendor and customer lists, goodwill, software, intellectual property, prepaid expenses and deposits, Assigned Contracts, Assigned Personal Property Leases, books and records, web sites and domain names, e-mail addresses, telephone and facsimile numbers, and all licenses and permits to the extent transferable to Buyer.  For purposes hereof, the term “Accounts Receivable” means all of the accounts receivable of Seller, of whatever kind or nature, and all current or deferred rights to payment for projects completed or commenced or services rendered on or prior to the Closing Date, whether or not such services have been billed by Seller as of the Closing Date, including work in process of Seller.

1.4           Excluded Assets .  Notwithstanding anything contained in this Article I, Buyer is not purchasing and Seller is retaining the following:  (a) the charter, qualifications to conduct business, and similar items of a unique nature to the Seller as a corporation, including documents relating to the organization, maintenance, and existence of the Seller as a corporation; (b) any of the rights of the Seller under this Agreement or under any other agreement, document or instrument between the Seller on the one hand and Buyer on the other hand; (c) all contracts other than the Assigned Contracts; (d) all Personal Property Leases other than Assigned Personal Property Leases; (e)  any assets or properties expressly set forth on Exhibit C to be completed and agreed to prior to the Closing Date; (f) cash in the amount of $125,000 (and, to the extent of any shortfall in cash from $125,000, cash equivalents as necessary to achieve such dollar amount); and (g) the tax benefit of any net operating loss of Innergy (all of the foregoing collectively, the “Excluded Assets”).

1.5           Assumed Liabilities .  As of the Closing Date, the Seller shall assign to the Buyer and the Buyer shall assume all of the following: (a) Seller’s obligations arising from events occurring on or after the Closing Date under those agreements and contracts designated specifically on Exhibit D to be completed and agreed to prior to the Closing Date as Assigned Personal Property Leases or as Assigned Contracts; (b) all Accounts Payable; (c) all product warranty claims (excluding claims of personal injury and/or consequential damages) (c) all employee benefits designated specifically on Exhibit D to be completed and agreed to prior to the Closing Date; (d) all principal and interest due from Seller to Silicon Valley Bank (“SVB”), provided, however, that the aggregate amount of such amount payable to SVB shall not exceed $168,000 (the “SVB Debt”); and any other liability or obligation of Seller designated specifically on Exhibit D to be completed and agreed to prior to the Closing Date (collectively, the “Assumed Liabilities”).  For the purposes of this Agreement, the term “Accounts Payable” means all of the accounts payable of Seller relating to the Business incurred in the ordinary course of business on or prior to the Closing Date whether or not actually billed to Seller as of the Closing Date.

1.6           Excluded Liabilities .  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, SELLER’S BUSINESS, ANY SHAREHOLDER OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE.   In particular, but without limiting the foregoing, Buyer shall not assume, and shall not be deemed by anything contained in this

Agreement (other than Section 1.5 - Assumed Liabilities) to have assumed and shall not be liable for any debts, obligations or liabilities of Seller or Seller’s Business whether known or unknown, contingent, absolute or otherwise (the “Excluded Liabilities”).  Without limitation of the foregoing, the  Excluded Liabilities shall include debts, liabilities and obligations:  (a) under any real estate lease or any contract or agreement to which Seller is a party or by which Seller or Seller’s Business is bound that has not been listed as an Assigned Contract on Exhibit D hereof or any personal property lease by which Seller or Seller’s Business is bound that has not been listed as an Assigned Personal Property Lease on Exhibit D hereof; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from the period prior to the Closing Date, to the extent such debt, liability, or obligation does not constitute an Account Payable;  (c) for any employee pension plan or any retirement obligations not set forth on Exhibit D ; (d) for any obligation for taxes; (e) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant to this Agreement, regardless of when such obligations may become known and due; (f) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in Seller’s Business or the operation of Seller’s Business prior to the Closing Date; (g) arising out of any litigation arising with respect to the period prior to the Closing Date, whether or not threatened or pending on or before the Closing Date; and (h) incurred by Seller or by Seller’s Business for borrowed money, other than Accounts Payable and the SVB Debt.  The intent and objective of Buyer and Seller is that, except for liabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability shall attach to Buyer pertaining to, any of the Excluded Liabilities.

1.7           Employees .  Effective as of the Closing Date, (a) Buyer shall offer employment to each employee of Seller who is principally employed in Seller’s Business (collectively, the “Seller Employees”) provided that such employee (i) is listed on Exhibit E to be completed and agreed to prior to the Closing Date and attached hereto, and (ii) agrees to the release of his or her employment files to Buyer prior to the Closing; and (b) Seller will terminate the employment of the Seller Employees who have accepted Buyer’s offer of employment.  Those Seller Employees who accept Buyer’s offer of employment as of the Closing Date shall be designated as “Transferring Employees” and referred to hereinafter as such.  Except as set forth on Exhibit D as Assumed Liabilities, Seller acknowledges and agrees that it is responsible for paying to the Transferring Employees all compensation and benefits accrued up to the Closing Date, including without limitation payroll and accrued vacation, sick and other paid time off, which Seller shall pay to each Transferring Employee in the next Seller payroll disbursed, whether at or following the Closing Date, but in any event no more than fourteen (14) business days following the Closing Date.  Unless otherwise agreed to by Buyer and any such Transferring Employee, all Transferring Employees shall be employees at will, subject to Buyer’s employment policies. Except as provided in Article III, nothing herein shall obligate Buyer to employ the Transferring Employees for any specific time period.  Nothing in this Section shall be construed to grant any employee any rights as third party beneficiary.  Except as set forth on Exhibit D as Assumed Liabilities, Seller shall retain all liabilities with respect to any and all Seller Employees who are not Transferring Employees.

1.8           Instruments of Transfer .  The sale of the Acquired Assets and the assumption of the Assumed Liabilities as herein provided shall be effected at Closing by the General Assignment and Assumption and Bill of Sale , the Trademark, Trade Name, and Domain Name

Assignment Agreement and the Patent/Invention Disclosure and Assignment Agreement in the forms to be agreed to prior to the Closing Date and to be attached hereto as Exhibit F .

ARTICLE II
Purchase Price

2.1           Purchase Price and Purchase Price Assurances .  The Purchase Price for the Business and Acquired Assets shall be Three Million (3,000,000) shares (the “Purchase Shares”) of Buyer.  Buyer hereby assures Seller that the average closing bid price of the Purchase Shares for the 30 calendar days (the “Average Price”) prior to the first anniversary of the Closing Date (the “Anniversary Date”) shall not be less than one dollar ($1.00) per share and that the aggregate value shall not be less than $3,000,0000 based on such average closing bid price (the “Anniversary Value”).  In the event the Average Price as of the Anniversary Date is less than one dollar ($1.00) per share, then Buyer shall, at Buyer’s sole election: (i) issue additional Buyer shares to Seller (the “Additional Shares”) such that either: (A) the market value of the Purchase Shares and the Additional Shares (based on the Average Price on the Anniversary Date) shall equal the Anniversary Value as of the Anniversary Date; or (B) Buyer has issued 4,000,000 Additional Shares to Seller; or (ii) purchase from  Seller the Purchase Shares for a $3,000,000 purchase price to be paid in cash.  If Buyer elects to repurchase the Purchase Shares, such purchase price shall be paid by wire transfer to Seller within thirty (30) days after the Anniversary Date.  If Buyer elects to issue Additional Shares to Seller hereunder, upon such issuance, such Additional Shares shall be deemed to be and shall constitute “Purchase Shares” hereunder.

2.2           Disclosure Regarding Purchase Shares .  Buyer  is registered with the Securities Exchange Commission (the “SEC”) under Commission File No. 000-50983, and information on Buyer is available on the SEC web site www.sec.gov.  However, Seller understands and acknowledges that the Purchase Shares to be issued by Buyer to Seller in connection with this Agreement are restricted stock that have not been registered with the SEC and, accordingly cannot be sold unless registered under the Securities Act of 1933  (the “Securities Act”) or is the subject of an exemption under the Securities Act, reasonably satisfactory to Buyer’s counsel.  Such exemptions include the exemption provided by Rule 144 under the Securities Act, which allows for the sale, under certain circumstances, of shares held for a period of at least one year. For purposes of any sale by Seller (or its shareholders) under such Rule 144, Buyer acknowledges and agrees that any issuance of Additional Shares to Seller under Section 2.1 above shall be deemed to constitute a contingent issuance of securities under Rule 144(b)(3)(iii) (or any successor rule) and that the holding period for such shares for Rule 144 purposes shall be deemed to have commenced as of the Closing Date.

2.3           Piggyback Registration Rights .  As a part of the Closing, Buyer and Seller shall enter into a Registration of Rights Agreement in the form  to be agreed to prior to the Closing Date and to be attached hereto as Exhibit L .

2.4           Lock-Up Agreement .  As part of the Closing, Seller will enter into a Lock-Up Agreement in the form to be agreed to prior to the Closing Date and to be attached hereto as Exhibit M .

2.5           Allocation of Purchase Price .  The actual value of the Purchase Price shall equal the market value of the Purchase Shares as of the Closing Date, based on the Average Price as of

the Closing Date.  Buyer and Seller acknowledge and agree that the Purchase Price shall be allocated to the Acquired Assets in accordance with Exhibit G to be agreed to prior to the Closing Date and to be attached hereto.  Buyer and Seller agree to report the transactions contemplated by this Agreement for federal and state income tax purposes in accordance with such allocation.  The parties shall execute all forms required to be filed for tax purposes with any taxing authority in a manner consistent with the allocation on Exhibit G hereto.

ARTICLE III
Executive Employment Agreement

In consideration for this transaction, Buyer agrees to employ Darrell Musick and Jerry Cooper pursuant to the terms of an Executive Employment Agreement substantially in the form to be agreed to prior to the Closing Date and to be attached as Exhibit H hereto.

ARTICLE IV
Representations And Warranties Of Seller

Except as set forth in the disclosure schedules delivered by Seller to Purchaser prior to the Closing Date (the “Disclosure Schedules”), Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

4.1           Organization, Good Standing and Qualification .  Seller is a corporation duly organized, validly existing and in good standing under the provisions of the laws of the state of its formation, and is qualified and licensed to do business in every other jurisdiction in which it conducts business or the nature of its business and operations would require qualification as a foreign corporation.  Seller has all requisite power and authority to own and operate its properties and to carry on its business as now conducted.

4.2           Authorization; Binding Obligation .  Seller has full legal and corporate right, power, and authority to execute and deliver this Agreement to which Seller is a party, and to carry out the transactions contemplated thereby.  The execution and delivery by Seller of this Agreement and all of the documents and instruments required thereby and the consummation of the transactions contemplated thereby have been duly authorized by all requisite action on the part of Seller.  This Agreement and each of the other documents and instruments required thereby or delivered in connection therewith have been duly executed and delivered by the Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms.

4.3           Consents and Approvals .

(a)           Governmental Consents and Approvals .  Except as disclosed in the Disclosure Schedules, no registration or filing with, or consent or approval of, or other action by, any federal, state or other governmental agency or instrumentality (including Mexican agencies or instrumentalities) is or will be necessary for the valid execution, delivery and performance of this Agreement by Seller, the transfer of the Acquired Assets to Buyer, the operation of the Acquired Assets by Buyer after Closing and the Buyer’s receipt of continued reimbursement for the Seller’s Business without change following Closing (each, a “Governmental Approval”).

(b)           Third Party Consents .  Except as disclosed in the Disclosure Schedules, no consent, approval or authorization of any non-governmental third party is required in order to consummate the transactions contemplated hereby or to vest full right, title and interest in the Acquired Assets free and clear of any lien upon Buyer, all without any change in the Acquired Assets and all rights therein after Closing (each, a “Third Party Consent”).

4.4           No Violation .  Except as set forth in the Disclosure Schedules, the execution, delivery, compliance with and performance by Seller of this Agreement and each of the other documents and instruments delivered in connection therewith do not and will not (a) violate or contravene the organizational certificates, documents and agreements, as amended to date, of Seller, (b) violate or contravene any law, statute, rule, regulation, order, judgment or decree to which Seller is subject, or (c) conflict with or result in a breach of or constitute a default by any party under any contract, agreement, instrument or other document to which Seller is a party or by which Seller or any of its assets or properties are bound or subject or to which any entity in which Seller has an interest, is a party, or by which any such entity is bound.

4.5           No Subsidiaries .  Seller does not own and has not owned, either directly or indirectly, any interest or investment (whether debt or equity) in or been a member of any corporation, partnership, joint venture, business trust or other entity, except for Portable Energy de Mexico, S.A. de C.V., a Mexican corporation, and as set forth on Exhibit I to be completed prior to the Closing Date and attached hereto.

4.6           Title to Acquired Assets.   Seller is the sole and exclusive legal and equitable owner of all right, title and interest in, and has good, clear, indefeasible, insurable and marketable title to, all of the Acquired Assets free of all liens.  All of the Acquired Assets have been maintained in accordance with normal industry practice, and are in good operating condition and repair, ordinary wear excepted.  During the past three (3) years, there has not been any interruption of the operations of the Seller’s Business due to the condition of any of the Acquired Assets.  The Acquired Assets include all assets, properties and rights used or found useful by the Seller in connection with the Seller’s Business and which are necessary or desirable in order for Buyer to continue the Seller’s Business as historically and currently conducted following Closing.  Seller will convey to Buyer on the Closing Date all of the Acquired Assets free and clear of any lien, including the conveyance to Buyer of any item not owned by Seller on the date hereof or not owned free of any lien by Seller on the date hereof.

4.7           Leases of Personal Property .  For the purposes of this Agreement, “Personal Property Leases” means any lease, conditional or installment sale contract, lien or similar arrangement to which any tangible personal property used by Seller in connection with the operation of Seller’s Business is subject.  Except as set forth on Exhibit D , none of the tangible personal property used by Seller in connection with the operation of Seller’s Business is subject to a Personal Property Lease.  Seller has delivered to Buyer a complete and correct copy of each Personal Property Lease listed on Exhibit D .  All of such Personal Property Leases are valid, binding and enforceable in accordance with their respective terms and are in full force and effect.  Seller is not in default under any of such Personal Property Leases and there has not been asserted, either by or against Seller under any of such Personal Property Leases, any notice of default, set-off or claim of default.  The parties to such Personal Property Leases other than Seller are not in default of their respective obligations under any of such Personal Property Leases.  There has not occurred any event which, with the passage of time or giving of notice (or

both), would constitute such a default or breach under any of such Personal Property Leases by any party thereto.

4.8           Legal Proceedings .  Except as set forth on Exhibit J to be completed prior to the Closing Date and attached hereto, there is no action, suit, litigation, proceeding or investigation pending or threatened by or against