S-3/A

As  filed  with  the  Securities  and  Exchange  Commission  on  March  4,  2002
Registration No. 333-75520


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 --------------


                               AMENDMENT NO. 3 to
                                    FORM S-3


                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933


                                 --------------


                             UQM Technologies, Inc.
             (Exact name of registrant as specified in its charter)


         Colorado                                          84-0579156
(State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                              425 Corporate Circle
                                Golden, CO 80401
                                 (303) 278-2002
         (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)


                                 --------------


                           Donald A. French, Treasurer
                              425 Corporate Circle
                                Golden, CO 80401
                                 (303) 278-2002
                 (Name, address, including zip code, and telephone
               number, including area code, of agent for service)


                                   Copies to:
                                Nick Nimmo, Esq.
                            Holme Roberts & Owen LLP
                            1700 Lincoln, Suite 4100
                             Denver, Colorado 80203
                                 (303) 861-7000


                                 --------------


Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [_]


If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X]


If the Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]


If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.



+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

        Prospectus Supplement subject to completion, dated March 4, 2002.


Prospectus Supplement
 (To prospectus dated ________, 2002)


                                   [UQM logo]
                             UQM Technologies, Inc.
                   1,250,000 Shares of Common Stock along with
               Warrants to Purchase 250,000 Shares of Common Stock

For each five shares of common stock purchased in the offering, you will receive
a warrant to purchase one share of common stock for $_____ per share (133% of
the public offering price in this offering). We will not issue fractional
warrants and so you must purchase common stock in increments of five shares. You
may exercise your warrants at any time for two years after the date of this
prospectus supplement.

Our common stock is listed on the American Stock Exchange under the symbol
"UQM." On March 1, 2002, the last reported sale price on the American Stock
Exchange was $4.05 per share. The public offering price of the common stock and
warrants will be determined by negotiations between us and I-Bankers Securities,
the agent. We have applied to list the additional shares of common stock we are
offering on the American Stock Exchange. No public market currently exists for
our warrants, which will be transferable separately from the common stock, and
we will not list the warrants and do not expect that any public market will
develop for them.

Investing in our securities involves certain risks. See "Risk Factors" beginning
on page S-1 of the prospectus supplement and page 1 of the prospectus.

You should read this prospectus supplement and the enclosed prospectus carefully
before you invest.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

This is a best efforts offering. Neither we nor the agent are required to sell
any specific number or dollar amount of securities. The agent has agreed to use
its best efforts to sell the securities offered.

Public offering price                                     $
Agent commission                                          $
Proceeds to UQM                                           $

We expect total cash expenses of this offering to be $72,890.

The address and telephone number of our principal executive offices are 425
Corporate Circle, Golden, Colorado 80401, (303) 278-2002.



                 Prospectus Supplement dated ____________, 2002.



                                [I-Bankers logo]






                   The terms "we," "us," "our" and similar terms refer to UQM
Technologies, Inc.

                               ------------------

                                TABLE OF CONTENTS
                                                                       Page
Prospectus Supplement

Risk Factors.............................................................S-1
Dilution.................................................................S-2
Use of Proceeds..........................................................S-2
Description of Warrants..................................................S-2
Federal Income Tax Considerations........................................S-4
Plan of Distribution.....................................................S-6

Prospectus

Risk Factors...............................................................1
About This Prospectus......................................................3
Where You Can Find More Information........................................4
Cautionary Statement About Forward-Looking Statements......................5
UQM Technologies, Inc......................................................5
Dilution...................................................................6
Use of Proceeds............................................................6
Determination of Offering Price............................................6
Description of Capital Stock...............................................7
Description of Warrants....................................................7
Plan of Distribution.......................................................8
Legal Matters..............................................................9
Experts....................................................................9





                                  RISK FACTORS

Before investing in our securities, you should carefully consider the following
risk factors and the risk factors in the enclosed prospectus as well as the
other information in this prospectus supplement and the enclosed prospectus and
the information incorporated by reference.

The existence of outstanding warrants may impair our ability to raise capital.

After completion of this offering, there will be shares of our common stock
issuable upon exercise of the warrants issued in this offering at a price of
$_____ per share (133% of the public offering price in this offering). During
the life of these warrants, the holders are given an opportunity to profit from
a rise in the market price of our common stock with a resulting dilution in the
interest of the other shareholders. Our ability to obtain additional financing
during the period these warrants are outstanding may be adversely affected and
their existence may have an effect on the price of our common stock. The holders
of the warrants may be expected to exercise them at a time when we would, in all
likelihood, be able to obtain any needed capital by a new offering of securities
on terms more favorable than those provided by the warrants being exercised.

You may not be able to exercise your warrants if we do not maintain an effective
registration statement.

We are required to use commercially reasonable efforts to maintain a
registration statement relating to the offer and sale of the common stock
underlying the warrants offered and to qualify these warrants for sale in
jurisdictions in which their holders reside unless an exemption from such
registration or qualification exists. If we do not maintain the registration,
the holders of the warrants may not be able to exercise them.

We do not expect a trading market to develop for the warrants.

We do not intend to list the warrants on the American Stock Exchange and we do
not expect an active trading market to develop for them. Consequently, you will
be required to continue to hold the warrants until and unless you choose to
exercise them.


                                    DILUTION

The market price of our stock on March 1, 2002 quoted by the American Stock
Exchange was $4.05. If we sell our common stock at or near its current market
price, investors will experience dilution, measured by the difference between
the purchase price of the securities sold and the adjusted net tangible book
value per share after the offering. Net tangible book value per share of common
stock on any given date is determined by dividing the net tangible book value
(total tangible assets less total liabilities), by the number of shares of
common stock outstanding. At December 31, 2001, our net tangible book value was
$6,813,244, or $0.39 per share of common stock outstanding. If we had sold f
1,250,000 shares at $4.05 per share on that date (less assumed agent commissions
of 7% and other expenses of the offering), our adjusted net tangible book value
at December 31, 2001 would have been $ 11,448,479, or $0.60 per share,
representing an immediate increase in net tangible book value of $0.21 per share
to existing stockholders and an immediate dilution of $3.45 per share to
purchasers of common stock in this offering.

The following table illustrates this example on a per share basis:


Assumed common stock purchase price                               $4.05
Net tangible book value before the offering                       $0.39
Increase attributable to new investors                            $0.21
Adjusted net tangible book value after the offering               $0.60
Dilution to purchasers                                            $3.45



                                      S-1


The example excludes 2,721,803 shares which were subject to outstanding options
and warrants as of December 31, 2001, at exercise prices ranging from $2.25 to
$8.75 per share. To the extent these securities are exercised there may be
further dilution to new investors.


                                 USE OF PROCEEDS

The net proceeds from this offering will be approximately $4,635,235, after
deducting the agent commission of 7% and estimated offering expenses of $72,890,
and assuming no exercise of the warrants.

We plan to use the net proceeds from this offering in the following order of
priority: first, to pay-down our line of credit bearing interest at prime plus
3.00% that will come due April 15, 2002; second, to pay-down our term debt,
which is at interest rates ranging from 7.7% to 8.75%; and third, for general
corporate purposes, including working capital, funding future growth,
acquisitions and other business opportunities. Pending application of the
proceeds, we may invest the proceeds in short-term, interest-bearing
investments.


                             DESCRIPTION OF WARRANTS

For each five shares of common stock purchased in the offering, you will receive
a warrant to purchase one share of common stock. The warrants will have an
exercise price of $____ per share (133% of the public offering price in this
offering). The warrants will generally be exercisable at any time for two years
after the date of this prospectus supplement. The warrants will trade separately
from the common stock, but we will not list them on any stock exchange and do
not expect a market to develop for them.

The warrants will be issued in registered form under a warrant agreement between
us and Computershare Investor Services, as warrant agent. The shares of common
stock underlying the warrants, when issued upon exercise of these warrants, will
be fully paid and nonassessable, and we will pay any transfer tax incurred as a
result of the issuance of common stock to the holder upon its exercise.

The warrant agreement contains provisions that protect the holders against
dilution by adjustment of the exercise price. These adjustments will occur in
the event, among others, of a stock split, reverse stock split or stock
dividend.

The warrant agreement provides with some exceptions that if we are merged into
another corporation or if we sell substantially all of our assets, the warrant
holders will receive new securities in substitution for the shares of our common
stock they would have received upon exercise.

We will notify warrant holders in advance of certain major corporate events such
as mergers, liquidation and sale of substantially all of our assets.

We are not required to issue fractional shares upon the exercise of a warrant.
The holder of a warrant will not possess any rights as our shareholder until he
or she exercises the warrant.

A warrant may be transferred by submitting the warrant certificate along with a
completed and signed assignment form along with signature guarantees and other
supporting documentation. The warrant holder may be required to pay any
applicable transfer tax.

A warrant may be exercised upon surrender of the warrant certificate on or
before the expiration date of the warrant at the offices of the warrant agent,
with the form of "Election to Purchase" on the reverse side of the warrant
certificate completed and executed as indicated, accompanied by payment of the
exercise price by certified or bank check payable to the order of UQM for the
number of shares with respect to which the warrant is being exercised.



                                   S-2


For a holder to exercise the warrants, there must be a current registration
statement in effect with the SEC and qualification in effect under applicable
state securities laws or applicable exemptions from state qualification
requirements with respect to the issuance of common stock or other securities
underlying the warrants. We have agreed to use all commercially reasonable
efforts to cause a registration statement with respect to such securities to be
filed under the Securities Act and to become and remain effective in
anticipation of and before the exercise of the warrants and to take such other
actions under the laws of various states as may be required to cause the sale of
common stock or other securities upon exercise of warrants to be lawful. We will
not be required to honor the exercise of warrants if, in the opinion of our
Board of Directors with the advice of counsel, the sale of securities upon
exercise would be unlawful.

The foregoing discussion of material terms and provisions of the warrants is
qualified in its entirety by reference to the detailed provisions of the warrant
agreement, the form of which has been filed as an exhibit to the registration
statement of which this prospectus is a part.

For the life of the warrants, the holders have the opportunity to profit from a
rise in the market price of the common stock without assuming the risk of
ownership of the shares of common stock underlying the warrants. The warrant
holders may be expected to exercise their warrants at a time when we would, in
all likelihood, be able to obtain any needed capital by an offering of common
stock on terms more favorable than those provided for by the warrants.
Furthermore, the terms on which we could obtain additional capital during the
life of the warrants may be adversely affected.


                                      S-3



                        FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material U.S. federal income tax
consequences of the purchase, ownership and disposition of the common stock and
warrants that we expect will apply to beneficial owners of the common stock and
warrants that are one of the following for U.S. federal income tax purposes:

- -        an individual U.S. citizen or resident alien;

- -        a corporation, or entity taxable as a corporation that was created
         under U.S. law (federal or state); or

- -        an estate or trust whose worldwide income is subject to U.S. federal
         income tax.

If a partnership holds the common stock and warrants, the tax treatment of a
partner will generally depend on the status of the partner and upon the
activities of the partnership.

The discussion is a descriptive summary only and is not a complete technical
analysis or listing of all potential tax considerations that may be relevant to
an investor's purchase, ownership or disposition of the common stock and
warrants. The discussion is based on current provisions of the Internal Revenue
Code of 1986, Treasury regulations and public administrative and judicial
interpretations of the Internal Revenue Code, all of which could change. Any
changes could be applied retroactively and could affect the tax consequences to
an investor of the purchase, ownership or disposition of the common stock and
warrants. This discussion does not cover all aspects of U.S. federal income
taxation that may be relevant to particular investors in the common stock and
warrants, or the actual tax effect that any of the matters described in the
discussion will have on particular investors. We have not addressed foreign,
state or local tax consequences. The discussion does not apply to investors that
may be subject to special U.S. federal income tax rules, such as insurance
companies, financial institutions, broker-dealers, tax-exempt organizations,
investors who hold the common stock and warrants as part of a straddle or a
hedging or conversion transaction, or holders subject to the alternative minimum
tax. In addition, we have limited this discussion to persons who hold the common
stock and warrants as "capital assets" (generally property held for investment)
within the meaning of section 1221 of the Internal Revenue Code.

We urge you to consult your own tax advisors as to the particular tax
consequences to you of the purchase, ownership or disposition of the common
stock and warrants, including the effect of federal, state and local tax laws
and foreign tax laws.

Distributions

The amount of any distribution to you with respect to common stock will be
treated as a dividend, taxable as ordinary income to you, to the extent of our
current or accumulated earnings and profits as determined under U.S. federal
income tax principles. If a distribution exceeds our current or accumulated
earnings and profits, the excess will reduce your tax basis (on a
dollar-for-dollar basis) in the common stock. Any amount in excess of your tax
basis will be treated as capital gain.

Dividends to corporate shareholders

In general, a distribution that is treated as a dividend for U.S. federal income
tax purposes and is made to a corporate shareholder with respect to the common
stock will qualify for the 70 percent dividends-received deduction under section
243 of the Internal Revenue Code. Corporate shareholders should note that we
cannot assure you that the amount of distributions made with respect to the
common stock will not exceed the amount of our current or accumulated earnings
and profits in the future. We cannot assure you that the dividends-received
deduction will be available in respect of distributions on the common stock.

In addition, there are many exceptions and restrictions relating to the
availability of the dividends-received deduction, such as restrictions relating
to the holding period of stock the dividends on which are sought to be deducted,
debt-financed portfolio stock, dividends treated as "extraordinary dividends"


                                      S-4


for purposes of section 1059 of the Internal Revenue Code, and taxpayers that
pay corporate alternative minimum tax. Corporate shareholders should consult
their own tax advisors regarding the extent, if any, to which such exceptions
and restrictions may apply to their own particular factual situation.

Allocation of purchase price

Your basis in the common stock and warrants as a whole will be equal to the
purchase price of the common stock and warrants. The measure of gain or loss
from certain transactions depends on the tax basis in each of the warrant and
the common stock. The tax basis for each of the warrant and the common stock
will be determined by allocating the purchase price between the common stock and
warrants in proportion to the relative fair market values of each at the time of
acquisition.

Exercise and sale of warrants

You generally will not recognize gain or loss by reason of receiving common
stock on an exercise of a warrant, except that you will recognize capital gain
or loss to the extent you receive cash in lieu of fractional shares. The
adjusted tax basis of the common stock (including fractional share interests)
acquired on exercise of a warrant will be equal to the tax basis of the warrant
exercised and the exercise price, and the holding period of the common stock
received will begin on the date you exercise the warrant and purchase the common
stock. It does not include the period during which the warrant was held.

Gain or loss from the sale or other disposition of a warrant will be capital
gain or loss. Such capital gain or loss will be long-term capital gain or loss
if your holding period for the warrant is more than one year at the time of the
sale or other disposition.

Sale of common stock

Upon a sale or other disposition of common stock, you generally will recognize
capital gain or loss equal to the difference between the amount of cash and the
fair market value of property you receive on the sale or other disposition and
your adjusted tax basis in the common stock. Such capital gain or loss will be
long-term capital gain or loss if your holding period for the common stock is
more than one year.

Expiration of warrants without exercise

If you allow a warrant to expire without exercise, the expiration will be
treated as a sale or exchange of the warrant on the expiration date. You will
have a capital loss equal to the amount of your adjusted tax basis in the
expired warrant. The loss will be long-term capital loss if your holding period
for the warrant was more than one year.

Backup Withholding

Under the backup withholding provisions of the Internal Revenue Code and
Treasury regulations, you may be subject to backup withholding at a maximum rate
of 30% (or less for years after 2002) with respect to dividends paid on, or the
proceeds of a sale, exchange or redemption of common stock or warrants unless:

- -        you are a corporation or come within certain other exempt categories
         and when required demonstrate this fact, or

- -        within  a   reasonable   period  of  time,   you  provide  a  taxpayer
         identification  number,  certify that you have not lost the  exemption
         from backup withholding, and otherwise comply with the requirements of
         the backup withholding rules.

The amount of any backup withholding from a payment to you will be allowed as a
credit against your U.S. federal income tax liability and may entitle you to a
refund, provided that you furnish the required information to the Internal
Revenue Service.


                                      S-5




                              PLAN OF DISTRIBUTION

We have selected IBS Holding Corporation (d/b/a I-Bankers Securities) to act as
our agent and solicit offers to sell securities in this offering. The securities
sold in this offering will be sold by us through the agent, through dealers
identified by the agent or directly to purchasers identified to us by the agent.

Subject to the terms and conditions set forth in the agency agreement, each of
the agents named below, through their representative I-Bankers Securities, has
severally agreed to place for us the aggregate number of shares of common stock
set forth opposite its name below:

Agent                                                        Number of Shares
- -----                                                        ----------------
IBS Holding corporation (d/b/a I-Bankers Securities)
                                                                      ------




Total
                                                                      ------

We have entered into an agency agreement with the agent relating to the offering
and sale of the securities. In the agency agreement, the agent has agreed to act
on a customary reasonable best efforts basis for the period of its appointment.
The agent may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, of the securities so offered and sold.

The agent has advised us that it proposes to offer the securities to the public
at the public offering price that appears on the cover page of this prospectus
supplement. We will pay the agent a 7% commission on the gross proceeds of each
sale of securities in the offering. The agent may place the securities with
selected dealers at the public offering price with such dealers receiving a
selling concession of up to ____% of the gross proceeds of each sale of
securities. In addition, the agent may allow, and those selected dealers may
reallow, a selling concession of up to ____% of the gross proceeds of each sale
of securities. After the initial public offering the agent may change the public
offering price and concession to broker/dealers.

In the agency agreement, we have agreed that:

o    we will pay our expenses  related to this offering,  which we estimate will
     be $72,890;

o    we will  reimburse the agent for its direct  expenses,  including  postage,
     telephone,  travel,  transportation  and other similar  expenses (and legal
     fees and expenses up to an aggregate of $10,000); and

o    we  will  indemnify  the  agent  against  certain  liabilities,   including
     liabilities under the Securities Act of 1933, as amended.

In addition, we have agreed to issue to the agent a warrant to purchase a number
of shares of common stock equal to 10% of the shares underlying each sale of
shares in the offering. The warrants shall be exercisable for a period of four
years and shall have an exercise price of 120% of the offering price
attributable to such shares. The agent shall not be entitled to cashless
exercise of the warrants but will be granted customary "piggyback" registration
rights with respect to the shares obtained upon exercise of the warrants, all as
may be agreed to in more detail by the parties.

The agent may acquire securities for its own account and may resell them from
time to time in one or more transactions, including negotiated transactions, at
fixed public offering prices or at varying prices determined by the agent at the
time of sale.

The warrants that may be issued in connection with this offering are a new issue
of securities, and there is currently no established trading market for the


                                      S-6


warrants. We do not intend to apply for the warrants to be listed on any
securities exchange or to arrange for the warrants to be quoted on any quotation
system. Accordingly, we cannot assure you that a liquid trading market will
develop for the warrants, that you will be able to sell your warrants at a
particular time or that the prices that you receive when you sell will be
favorable.

In connection with this offering, the agent may engage in stabilizing
transactions, over-allotment transactions, syndicate-covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934, as amended.

o    Stabilizing transactions permit bids to purchase the underlying security so
     long as the stabilizing bids do not exceed a specified maximum.

o    Over-allotment  involves  sales by the  agent of  shares  in  excess of the
     number of shares the agent has agreed to place,  which  creates a syndicate
     short  position.  The short position may be either a covered short position
     or a naked  short  position.  In a covered  short  position,  the number of
     shares  over-alloted  by the agent is not greater than the number of shares
     that it may place in the over-allotment  option. In a naked short position,
     the number of shares  involved is greater  than the number of shares in the
     over-allotment  option.  The agent may close out any covered short position
     by either exercising its over-allotment  option and/or purchasing shares in
     the open  market.  The agent must  close out any naked  short  position  by
     purchasing shares in the open market.

o    Syndicate  covering  transactions  involve purchases of the common stock in
     the open market after the distribution has been completed in order to cover
     syndicate short positions. In determining the source of shares to close out
     the short position, the agent will consider,  among other things, the price
     of shares  available  for  purchase  in the open  market as compared to the
     price at which it may purchase shares through the over-allotment option. As
     noted  above,  if the agent  sells more shares than could be covered by the
     over-allotment  option,  a naked short  position,  the position can only be
     closed out by buying shares in the open market.  A naked short  position is
     more  likely to be created if the agent is  concerned  that there  could be
     downward  pressure  on the  price of the  shares in the open  market  after
     pricing that could adversely affect investors who purchase in the offering.

o    Penalty bids permit the agent to reclaim a selling concession from a
     syndicate member when the securities originally sold by the syndicate
     member are purchased in a stabilizing or syndicate covering transaction to
     cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of the common
stock. As a result, the price of our securities may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on The American Stock Exchange and, if commenced, may be discontinued
at any time.

The agent and any dealers may be customers of, engage in transactions with, or
perform services for, us and our subsidiaries in the ordinary course of
business.




                                      S-7









                                   [UQM logo]


                             UQM TECHNOLOGIES, INC.
                   1,250,000 Shares of Common Stock along with
               Warrants to Purchase 250,000 Shares of Common Stock





















                   Prospectus Supplement dated ________, 2002.


                                [I-Bankers logo]



+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


             Prospectus subject to completion, dated March 4, 2002.



                                   [UQM logo]

                             UQM TECHNOLOGIES, INC.
                                  Common Stock
                        Warrants to Purchase Common Stock
                                   -----------

We may offer and sell the securities listed above with an aggregate offering
price up to $10 million in connection with this prospectus. We will provide
specific terms of these offerings and securities in supplements to this
prospectus.

Our common stock is listed on the American Stock Exchange under the symbol
"UQM." On March 1, 2002, the last reported sale price on the American Stock
Exchange was $4.05 per share.

Investing in our common stock involves certain risks. See "Risk Factors"
beginning on page 1 of this prospectus.

You should read this prospectus and any supplement to this prospectus carefully
before you invest.

                               ------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
                               ------------------


We may offer the securities in amounts, at prices and on terms determined at the
time of the offering. We may sell the securities directly to you, through agents
we select, or through underwriters and dealers we select. If we use agents,
underwriters or dealers to sell the securities, we will name them and describe
their compensation in a prospectus supplement.


The address and telephone number of our principal executive offices are 425
Corporate Circle, Golden, Colorado 80401, (303) 278-2002.

                               ------------------





                        Prospectus dated _________, 2002.








The terms "we," "us," "our" and similar terms refer to UQM Technologies, Inc.

                               ------------------

                                TABLE OF CONTENTS

Risk Factors...........................................................1
About This Prospectus..................................................3
Where You Can Find More Information....................................4
Cautionary Statement About Forward-Looking Statements..................5
UQM Technologies, Inc..................................................5
Dilution...............................................................6
Use of Proceeds........................................................6
Determination of Offering Price........................................6
Description of Capital Stock...........................................7
Description of Warrants................................................7
Plan of Distribution...................................................8
Legal Matters..........................................................9
Experts................................................................9













                                  RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus and the information incorporated by reference before investing
in our securities.


We have incurred significant operating losses and may continue to do so.


We have incurred significant operating losses as shown in the following tables:







                  Quarter ended December 31,                 Nine Months ended December 31,
                  --------------------------                 ------------------------------

                  2001                   2000                2001                 2000
                  ----                   ----                ----                 ----

                                                                      
Net loss          $579,750               $ 429,539           $ 3,856,310          $ 1,838,107


                  Fiscal Year Ended March 31,
                  ---------------------------

                  2001                   2000                1999
                  ----                   ----                ----

Net loss          $ 3,140,122            $ 6,471,807         $ 3,754,070


We have had accumulated deficits as follows:

March 31, 2001                     $ 35,164,723

March 31, 2000                     $ 32,024,601

December 31, 2001                  $ 39,021,033


In the future we plan to make additional investments in product development and
commercialization which is likely to cause us to remain unprofitable.


The current economic downturn has resulted in a reduction in our contract
manufacturing service revenue and future reductions could further adversely
affect our financial condition, results of operations and liquidity.


Our electronic products segment manufactures products to customers' design
specifications as a contract manufacturer. We purchase inventory on behalf of
customers for which the customer is financially obligated in the event his
production order with us is cancelled or otherwise not fulfilled. Some of our
customers have experienced downturns in their businesses as a result of
deteriorating general economic conditions and other factors. In addition, our
electronics manufacturing contracts generally do not include minimum purchase
requirements and during economic downturns such as we have experienced in the
current fiscal year, some of our customers have reduced and may continue to
reduce their orders for our services and our electronics manufacturing revenue
has declined and may continue to decline. Our loan agreements have terms
limiting borrowings to certain percentages of eligible accounts receivable and
inventory. If customers were not to honor financial obligations for the
inventory we hold for them, or not pay the accounts receivable due from them, we


                                      1

would be required to repay a portion of the loan in order to be in compliance
with our borrowing limitation provisions and operating performance of our loan
agreement covenants. We cannot assure you that we would then be able to obtain
waivers of such covenants or to obtain replacement financing on terms acceptable
to us. In such a circumstance, we would have to curtail certain of our
operations which could result in lower revenue levels and additional operating
losses. To the extent our customers experience financial difficulties sufficient
to impair their ability to honor their financial commitments, or reduce their
orders, we could experience a material adverse change in our financial
condition, results of operations and liquidity.


Most of our net sales come from three customers, one of which we are losing.
Reductions in purchases by either of the remaining two significant customers
could further negatively impact our financial condition, results of operations
and liquidity.

A significant portion of our total revenue has historically been concentrated
among three large customers, Tyco International, HandEra, Inc. and Invacare
Corporation. HandEra has informed us that following the sale of the remaining
units it has ordered from us, HandEra will no longer offer for sale the product
we have been manufacturing for HandEra. We are in the process of completing
shipments to HandEra under an existing binding purchase order and expect to
generate revenue of approximately $825,000 during the five months beginning
January 1, 2002 and ending May 31, 2002, after which we expect no further
revenue from HandEra. Revenue from HandEra during the quarter and nine months
ended December 31, 2001 declined substantially to $539,288 and $1,676,182,
respectively, from the comparable prior year levels of $2,210,317 and
$4,408,535, respectively. The loss of either of the two remaining significant
customers or a significant reduction in revenue from these customers could cause
us to experience a material adverse change in our financial condition, results
of operations and liquidity.


The failure by our customers to adapt their products to rapidly changing
competitive conditions could harm our business.


Most of our sales are to companies in the electronics industry, which is subject
to rapid technological change and product obsolescence. If our customers are
unable to create products that keep pace with the changing technological
environment, our customers' products could become obsolete and the demand for
our manufacturing services could decline significantly, causing a material
adverse change in our financial condition, results of operations and liquidity.


Our operating losses and working capital requirements could consume our current
cash balances.


We expect to have operating losses during fiscal 2002. Cash balances stood at
$2,254,768 at December 31, 2001. If our losses become larger, they could consume
some or all of our current cash balances. During several fiscal years prior to
fiscal 2002, we experienced substantial growth in our revenue, which increased
our working capital requirements. Should future growth resume at a similar rate
or an accelerated rate, the working capital requirements to fund our operations
and pursue acquisition opportunities may consume our existing cash balances.


Our government contracts can be cancelled with little or no notice and could
restrict our ability to commercialize our technology.


Some of our technology has been developed under government funding by the United
States. In some cases, government agencies in the United States can require us
to obtain or produce components for our systems from sources located in the
United States rather than foreign countries. Our contracts with government
agencies are also subject to the risk of termination at the convenience of the
contracting agency and in some cases grant "march-in" rights to the government.
March-in rights are the right of the United States government or the applicable
government agency, under limited circumstances, to exercise a non-exclusive,
royalty-free, irrevocable worldwide license to any technology developed under
contracts funded by the government to facilitate commercialization of technology
developed with government funding if we fail to commercialize the developed
technology. The implementation of restrictions on our sourcing of components or
the exercise of march-in rights by the government or an agency of the government
could restrict our ability to commercialize our technology.



                                      2


We face intense competition in our motor development and may be unable to
compete successfully.


In developing electric motors for use in vehicles, wheelchairs and other
applications, we face competition from very large domestic and international
companies, including the world's largest automobile manufacturers. These
companies have far greater resources to apply to research and development
efforts than we have, and they may independently develop motors that are
technologically more advanced than ours.


If we are unable to protect our patents and other proprietary technology, we
will be unable to prevent third parties from using our technology, which would
impair our competitiveness and ability to commercialize our products. In
addition, the cost of enforcing our proprietary rights may be expensive and
result in increased losses.


Our ability to compete effectively against other companies in our industry will
depend, in part, on our ability to protect our proprietary technology. Although
we have attempted to safeguard and maintain our proprietary rights, we do not
know whether we have been or will be successful in doing so. We have
historically pursued patent protection in a limited number of foreign countries
where we believe significant markets for our products exist or where potentially
significant competitors have operations. It is possible that a substantial
market could develop in a country where we have not received patent protection
and under such circumstances our proprietary products would not be afforded
legal protection in these markets. Further, our competitors may independently
develop or patent technologies that are substantially equivalent or superior to
ours. We cannot assure you that additional patents will be issued to us or, if
they are issued, as to the scope of their protection. Patents granted may not
provide meaningful protection from competitors. Even if a competitor's products
were to infringe patents owned by us, it would be costly for us to pursue our
rights in an enforcement action, it would divert funds and resources which
otherwise could be used in our operations and we cannot assure you that we would
be successful in enforcing our intellectual property rights. In addition,
effective patent, trademark, service mark, copyright and trade secret protection
may not be available in every country where we may operate or sell our products
in the future.


If third parties assert technology infringement claims against us, the defense
of the claims could involve significant legal costs and require our management
to divert time and attention from our business operations. If we are
unsuccessful in defending any claims of infringement, we may be forced to obtain
licenses or to pay royalties to continue to use our technology. We may not be
able to obtain any necessary licenses on commercially reasonable terms or at
all. If we fail to obtain necessary licenses or other rights, or if these
licenses are costly, our results of operations may suffer either from reductions
in revenues through our inability to serve customers or from increases in costs
to license third-party technologies.


Use of our motors in vehicles and wheelchairs could subject us to product
liability claims, and product liability insurance claims could cause an increase
in our insurance rates or could exceed our insurance limits, which could impair
our financial condition, results of operations and liquidity.


Because some of our motors are designed to be used in vehicles and wheelchairs,
and because vehicle and wheelchair accidents can cause injury to persons and
property, we are subject to a risk of claims for product liability. We carry
product liability insurance of $1 million covering all of our products. If we
were to experience a large insured loss, it might exceed our coverage limits, or
our insurance carriers could decline to further cover us or raise our insurance
rates to unacceptable levels, any of which could impair our financial position
and results of operations.





                              ABOUT THIS PROSPECTUS


This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total



                                      3


dollar amount of $10 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of the offering and the securities to be sold. The prospectus
supplement may also add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by our company in a prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with the additional information described in the following section.





                       WHERE YOU CAN FIND MORE INFORMATION


We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
233 Broadway, New York, New York 10279 and at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You may obtain information on the operation of
the SEC's public reference room in Washington, D.C. by calling the SEC at
1-800-SEC-0330.


Our common stock is listed on the American Stock Exchange under the symbol
"UQM." Our reports, proxy statements and other information may be read and
copied at the American Stock Exchange at 86 Trinity Place, New York, NY 10006.


The SEC allows our company to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities or until we terminate this offering:


     -    our  Annual  Report on Form 10-K for the year  ended  March 31,  2001,
          filed June 15,  2001,  as amended by Form 10-K/A  filed  February  15,
          2002;


     -    our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
          filed July 24,  2001,  as amended by Form 10-Q/A  filed  February  15,
          2002;


     -    our Quarterly  Report on Form 10-Q for the quarter ended September 30,
          2001,  filed  November  13,  2001,  as  amended by Form  10-Q/A  filed
          February 15, 2002;


     -    our Quarterly  Report on Form 10-Q for the quarter ended  December 31,
          2001, filed February 4, 2002, as amended by Form 10-Q/A filed February
          15, 2002 and by Form 10-Q/A filed March 4, 2002;


     -    our Current Report on Form 8-K filed January 26, 2002;


     -    the description of our common stock contained in our Form 8-A, file
          no. 1-10869.


You may request a copy of these filings at no cost, by writing our company at
the following address or telephoning our company at the following number:


Donald A. French
425 Corporate Circle
Golden, Colorado 80401
(303) 278-2002


You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus, any prospectus supplement or any
document incorporated by reference is accurate as of any date other than the
date of those documents.




                                      4




              CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS


This prospectus, any prospectus supplement and the documents we incorporate by
reference contain statements that constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. These statements appear in a number of places in this
prospectus and the documents we incorporate by reference and include statements
regarding our plans, beliefs or current expectations, including those plans,
beliefs and expectations of our officers and directors with respect to, among
other things, the development of markets for our products. Important risk
factors that could cause actual results to differ from those contained in the
forward-looking statements include our ability to be profitable, our ability to
obtain additional financing, our reliance on major customers and suppliers, our
ability to commercialize our products, our ability to manage growth and the
possibility that product liability insurance may become unavailable to us.



                             UQM TECHNOLOGIES, INC.


We operate our business in three segments: 1) technology - which encompasses the
further advancement and application of our proprietary motors, generator, power
electronics and software; 2) mechanical products - which encompasses the
manufacture of motors; and 3) electronic products - which encompasses the
manufacture of electronic printed circuit assemblies, wire harnesses and
complete electronic box builds.





For the nine months ended December 31, 2001, the revenue of our technology
business ($2,698,734 or 16.0% of our total revenues) came from funded contract
research and development services performed for strategic partners, customers
and the U.S. government directed toward either the advancement of our
proprietary technology portfolio or the application of proprietary technology to
customer's products; the revenue of our mechanical products business ($3,100,715
or 18.4% of our total revenues) came from the manufacture and sale of electric
motors incorporating our proprietary technology; and the revenue of our
electronic products business ($11,097,801 or 65.6% of our total revenues) came
from the contract manufacture of electronic products designed by others.





Our primary goal is to incorporate our advanced electric motor and generator
technology into products aimed at high growth and emerging markets including
power systems for clean electric, hybrid electric and fuel cell electric on-road
and off-road vehicles, vehicle auxiliaries including 42 volt systems and
environmentally friendly, distributed power generators.





We acquired our electronics contract manufacturing business and a contract
manufacturer of gears and gear assemblies in 1998 to support our primary goal by
providing manufacturing capability and capacity for the future commercialization
of our proprietary products. Pending the further commercialization of our
technology, our contract manufacturing operations provide our primary source of
revenue.





Our common stock trades on the American, Chicago, Pacific, Frankfurt and Berlin
stock exchanges under the symbol "UQM".




                                      5


                                    DILUTION


The market price of our stock on March 1, 2002 quoted by the American Stock
Exchange was $4.05. If we sell our common stock at or near its current market
price, investors will experience dilution, measured by the difference between
the purchase price of the securities sold and the adjusted net tangible book
value per share after the offering. Net tangible book value per share of common
stock on any given date is determined by dividing the net tangible book value
(total tangible assets less total liabilities), by the number of shares of
common stock outstanding. At December 31, 2001, our net tangible book value was
$6,813,244, or $0.39 per share of common stock outstanding. If we had sold
$10,000,000 of our common stock at $4.05 per share on that date (less assumed
underwriting commissions and other expenses of the offering), our adjusted net
tangible book value at December 31, 2001 would have been $16,040,354, or $0.80
per share, representing an immediate increase in net tangible book value of
$0.41 per share to existing stockholders and an immediate dilution of $3.25 per
share to purchasers of common stock in this offering. If we were to sell less
than $10,000,000 of securities, the dilution would be greater.


The following table illustrates this example on a per share basis:



Assumed common stock purchase price                        $4.05

Net tangible book value before the offering                $0.39

Increase attributable to new investors                     $0.41

Adjusted net tangible book value after the offering        $0.80

Dilution to purchasers                                     $3.25




The example excludes 2,721,803 shares which were subject to outstanding options
and warrants as of December 31, 2001, at exercise prices ranging from $2.25 to
$8.75 per share. To the extent these securities are exercised there may be
further dilution to new investors.



                                 USE OF PROCEEDS


Except as may otherwise be described in the prospectus supplement relating to an
offering of securities, we will use the net proceeds from the sale of the
securities offered under this prospectus and the prospectus supplement for
possible pay-down of our outstanding debt and for general corporate purposes,
including working capital, funding future growth, acquisitions and other
business opportunities. Pending application of the proceeds, we may invest the
proceeds in short-term, interest-bearing investments. We will determine any
specific allocation of the net proceeds of an offering of securities to a
specific purpose at the time of the offering and will describe the allocation in
the related prospectus supplement.



                         DETERMINATION OF OFFERING PRICE


We will include in a prospectus supplement information about how we determined
the offering price of securities issued by us under this prospectus.




                                      6


                          DESCRIPTION OF CAPITAL STOCK


Pursuant to our restated articles of incorporation, our authorized capital stock
consists of 50,000,000 shares of common stock. As of February 27, 2002, we had
17,678,848 shares of common stock outstanding.


Our outstanding shares of common stock are listed on the American Stock Exchange
under the symbol "UQM". Any additional common stock we issue will also be listed
on the AMEX.


All outstanding shares of common stock are fully paid and non-assessable. Any
additional common stock we issue will also be fully paid and non-assessable.


Our common shareholders are entitled to one vote per share in the election of
directors and on all other matters submitted to a vote of our common
shareholders. Our common shareholders do not have preemptive or cumulative
voting rights.


Our common shareholders are entitled to receive ratably any dividends declared
by our board of directors out of funds legally available for the payment of
dividends. We do not intend to pay cash dividends on our common stock in the
foreseeable future. Upon our liquidation, dissolution or winding up, our common
shareholders are entitled to receive ratably our net assets available after
payment of all of our debts and other liabilities. Our common shareholders do
not have any preemptive, subscription, redemption or conversion rights.


We will notify common shareholders of any shareholders' meetings according to
applicable law. If we liquidate, dissolve or wind-up our business, either
voluntarily or not, common shareholders will share equally in the assets
remaining after we pay our creditors.


Transfer Agent and Registrar


Our transfer agent and registrar for our common stock is Computershare Investor
Services.



                             DESCRIPTION OF WARRANTS


We may issue warrants for the purchase of our common stock. Warrants may be
issued independently or together with common stock offered by any prospectus
supplement and may be attached to or separate from any such offered securities.
Each series of warrants will be issued under a separate warrant agreement, all
as set forth in the prospectus supplement relating to the particular issue of
warrants.


The following summary of certain provisions of the warrants does not purport to
be complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the warrant agreements.


Reference is made to the prospectus supplement relating to the particular issue
of warrants offered thereby for the terms of and information relating to such
warrants, including, where applicable:


     -   the number of shares of common stock purchasable upon the exercise of
         warrants to purchase common stock and the price at which such number of
         shares of common stock may be purchased upon such exercise;


     -   the date on which the right to exercise such warrants shall commence
         and the date on which such right shall expire;


     -   the amount of warrants outstanding as of the most recent practicable
         date; and


     -   any other terms of such warrants.


Warrants will be issued in registered form only. The exercise price for warrants
will be subject to adjustment in accordance with the applicable prospectus
supplement.



                                      7


Each warrant will entitle the holder thereof to purchase such number of shares
of common stock at such exercise price as shall in each case be set forth in, or
calculable from, the prospectus supplement relating to the warrants, which
exercise price may be subject to adjustment upon the occurrence of certain
events as set forth in such prospectus supplement. After the close of business
on the expiration date, or such later date to which such expiration date may be
extended by us, unexercised warrants will become void. The place or places
where, and the manner in which, warrants may be exercised shall be specified in
the prospectus supplement relating to such warrants.


Prior to the exercise of any warrants to purchase common stock, holders of such
warrants will not have any of the rights of holders of common stock purchasable
upon such exercise, including the right to receive payments of dividends, if
any, on the common stock purchasable upon such exercise, or to exercise any
applicable right to vote.



                              PLAN OF DISTRIBUTION


We may sell any of the securities being offered in any one or more of the
following ways from time to time:


- - through agents;


- - to or through underwriters;


- - through dealers; and


- - directly by us.


The distribution of the securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices.


Offers to purchase securities may be solicited by agents designated by us. Any
agent involved in the offer or sale of the securities will be named, and any
commissions payable by us to the agent will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement, the agent
will be acting on a reasonable best efforts basis for the period of its
appointment. The agent may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, of the securities so offered and sold.


If securities are sold by means of an underwritten offering, we will execute an
underwriting agreement with underwriters at the time an agreement for the sale
is reached. In that case, the names of the specific managing underwriter or
underwriters, as well as any other underwriters, the amounts underwritten and
the term of the transaction, including commissions, discounts and any other
compensation of the underwriters and dealers, will be set forth in the
prospectus supplement which will be used by the underwriters to make resales of
the securities. The underwriters will acquire securities for their own account
and may resell them from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale. Securities may be offered to
the public either through underwriting syndicates represented by managing
underwriters or directly by one or more underwriters. Unless otherwise indicated
in the prospectus supplement, the underwriting agreement will provide that the
obligations of the underwriters are subject to conditions precedent and that the
underwriters will be obligated to purchase all the securities if any are
purchased.


We may grant to the underwriters options to purchase additional securities to
cover any over-allotments at the public offering price, with additional
underwriting commissions or discounts, as may be set forth in the prospectus
supplement.


If a dealer is used in the sale of the securities, we will sell the securities
to the dealer as principal. The dealer may then resell the securities to the
public at varying prices to be determined by the dealer at the time of resale.
The dealer may be deemed to be an underwriter, as the term is defined in the
Securities Act, of the securities so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the prospectus supplement.



                                      8


Offers to purchase securities may be solicited directly by us and may be sold by
us directly to institutional investors or others, who may be deemed to be
underwriters within the meaning of the Securities Act with respect to any
resale. The terms of the sales will be described in the prospectus supplement.


Agents, underwriters and dealers firms may be entitled under agreements with us
to indemnification by us against certain liabilities, including liabilities
under the Securities Act, or to contribution for payments that the agents,
underwriters and dealers firms may be required to make.


Any warrants we issue will have no established trading market. No assurance can
be given as to the liquidity of the trading market for any of the securities.


Agents, underwriters and dealers firms may be customers of, engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business.





                                  LEGAL MATTERS


The validity of the securities offered will be passed on for us by Holme Roberts
& Owen LLP, Denver, Colorado. We will identify in a prospectus supplement any
underwriters' counsel.





                                     EXPERTS


Our consolidated financial statements as of March 31, 2001 and 2000, and for
each of the years in the three year period ended March 31, 2001, which appear in
our Annual Report on Form 10-K for the year ended March 31, 2001, have been
incorporated by reference herein and in the registration statement in reliance
upon the reports of KPMG LLP and Horwath and Company (Taiwan), independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firms as experts in accounting and auditing.


The financial statements of Taiwan UQM Electric Co. Ltd. as of December 31, 1998
and 1997 and for each of the years in the two-year period ended December 31,
1998, which appear in our Annual Report on Form 10-K for the year ended March
31, 2001, have been incorporated by reference herein in reliance upon the report
of Horwath and Company (Taiwan), independent auditors, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.



                                       9







                                   [UQM logo]


                                   $10,000,000
                             UQM TECHNOLOGIES, INC.
                                  Common Stock
                        Warrants to Purchase Common Stock




















                        Prospectus dated ________, 2002.









                                     PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS


Capitalized terms used but not defined in Part II have the meanings ascribed to
them in the prospectus contained in this Registration Statement.





Item 14. Other Expenses of Issuance and Distribution


The following table sets forth the expenses (other than underwriting discounts
and commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby, all of which expenses, except
for the Commission registration fee and AMEX filing fee, are estimated:





Securities and Exchange Commission registration fee                    $2,390

AMEX filing fee                                                        22,500

Legal fees and expenses                                                30,000

Accounting fees                                                         5,000

Printing and engraving expenses                                         3,000

Miscellaneous                                                          10,000
                                                                       ------

Total                                                                  72,890
                                                                        =====



Item 15. Indemnification of Directors and Officers


Article VI of the Bylaws of the Company provides for the indemnification by the
Company of each director, officer, employee or agent of the Company and its
subsidiaries in connection with any claim, action, suit or proceeding brought or
threatened by reason of his position with the Company or any of its
subsidiaries, provided that the indemnified party acted in good faith and in a
manner he believed to be in the Company's best interest. In addition, Article XI
of the Company's Articles of Incorporation provides that to the fullest extent
permitted by the Colorado Corporation Code, as the same exists or hereafter
shall be amended, a director of the Company shall not be liable to the Company
or its shareholders for monetary damages for breach of fiduciary duty as a
director.


Section 7-109-102 of the Colorado Business Corporation Act permits
indemnification of a director of a Colorado corporation, in the case of a third
party action, if the director (a) conducted himself in good faith, (b)
reasonably believed that (i) in the case of conduct in his official capacity,
his conduct was in the corporation's best interest, or (ii) in all other cases,
his conduct was not opposed to the corporation's best interest, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful. The section further provides for mandatory indemnification
of directors and officers who are successful on the merits or otherwise in
litigation.


The statute limits the indemnification that a corporation may provide to its
directors in two key respects. A corporation may not indemnify a director in a
derivative action in which the director is held liable to the corporation, or in
any proceeding in which the director is held liable on the basis of his improper
receipt of a personal benefit. The statute permits a corporation to indemnify
and advance litigation expenses to officers, employees and agents who are not
directors to a greater extent than directors if consistent with law and provided
for by the articles of incorporation, the bylaws, a resolution of directors or
shareholders, or a contract between the corporation and the officer, employee or
agent.



                                      II-1

Item 16. Exhibits and Financial Statement Schedules


(a) Exhibits


1.1               Form of Agency Agreement

4.1               Form of Warrant Agreement

5.1               Opinion of Holme Roberts & Owen LLP

23.1*             Consent of KPMG LLP

23.2*             Consent of Horwath & Company

24.1              Power of Attorney. Contained on the signature page of the
                  initial filing of this Registration Statement on December 20,
                  2001

- -----------------------------------
*  Filed with Amendment No. 1 to this Registration Statement on February 4, 2002




Item 17. Undertakings


(a) The registrant hereby undertakes:


(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
    of 1933;


(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and


(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;


provided, however, that the undertakings set forth in clauses (i) and (ii) above
do not apply if the information required to be included in a post- effective
amendment by those clauses is contained in periodic reports filed with the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.


(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.



                                      II-2

(b) The registrant hereby undertakes that:


(1) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.


(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


(c) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15 (d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3





                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Golden, Colorado on the 1st day of March, 2002.


UQM TECHNOLOGIES, INC.


By /s/ Donald A. French
Donald A. French
Treasurer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.




Signatures                             Title                                Date

                                                                      
/s/*                                   Chairman of the Board of             March 1, 2001
- ----
William G. Rankin                      Directors and President

/s/Donald A. French                    Treasurer (Principal financial and   March 1, 2001
- -------------------
Donald A. French                       accounting officer)

/s/*                                   Director                             March 1, 2001
- ----
Ernest H. Drew

/s/*                                   Director                             March 1, 2001
- ----
Stephen J. Roy

/s/*                                   Director                             March 1, 2001
- ----
J. B. Richey


*      By Donald A. French, Attorney in Fact



                                      II-4

EX-1.1

Agency Agreement

___________ Shares of Common Stock

UQM Technologies, Inc.

March ____, 2002

IBS Holding Corporation
d/b/a I-Bankers Securities
122 W. Carpenter Freeway, Suite 465
Irving, TX 75039

Dear Sir/Madam:

The undersigned UQM Technologies, Inc., a Colorado corporation (the "Company"), proposes, subject to the terms and conditions in this Agency Agreement, to sell (the "Offering") through IBS Holding Corporation (d/b/a I-Bankers Securities), as agent (the "Agent"), an aggregate of up to _________ shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock") and warrants to purchase up to __________ shares of Common Stock (the "Warrants"). The Shares and Warrants are more fully described in the Registration Statement referred to below and are collectively referred to as the "Securities."

1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Agent that:

(a) The Company meets the requirements for use of Form S-3 and has filed with the Securities and Exchange Commission (the "Commission") a registration statement and amendments thereto on Form S-3 (Registration No. 333-75520) and related preliminary prospectuses, as supplemented, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to an aggregate of $10 million of Shares and/or Warrants, which registration statement, as so amended, has been declared effective by the Commission and copies of which have been delivered to the Agent. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be a part of the registration statement at the time of effectiveness pursuant to paragraph (b) of Rule 430A or Rule 434 of the rules and regulations of the Commission under the Securities Act (the "Securities Act Regulations"), and any post-effective amendments thereto under Rule 462(d) through the Closing Date (as defined below) is referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act Regulations registering additional Securities (a "Rule 462(b) Registration Statement"), then, and unless otherwise specified, any reference to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, if any, which became effective upon filing, no other document with respect to the Registration Statement has been filed with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the Securities Act Regulations, each in the form as delivered to the Agent). No stop order suspending the effectiveness of the Registration Statement (including any Rule 462(b) Registration Statement) has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened by the Commission. The prospectus relating to the Securities, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, is referred to as the "Prospectus," except that, subject to Sections 4(a) and 4(b) below, if any revised prospectus or prospectus supplement shall be provided to the Agent by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Agent for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission as described in Rule 430A or Rule 424 of the Securities Act is referred to as a "Preliminary Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

(b) The Registration Statement and the Prospectus, and any amendments thereof or supplements thereto, at the time the Registration Statement became effective, at the time any post-effective amendment to the Registration Statement is filed with the Commission, at the time the Prospectus is first filed with the Commission, at the time any supplement or amendment to the Prospectus is filed with the Commission and as of the Closing Date, and Additional Closing Date, if any (as respectively defined below), and the Preliminary Prospectus, and any amendments thereof or supplements thereto, as of the date thereof, complied and comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations, and did not and as of the Closing Date, and Additional Closing Date, if any, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of the date hereof (unless the term "Prospectus" refers to a prospectus which has been provided to the Agent by the Company for use in connection with the Offering which differs from the Prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, in which case at the time it is first provided to the Agent for such use) and on the Closing Date, and Additional Closing Date, if any, does not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section (1)(b) shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement or the Prospectus. Each Preliminary Prospectus and Prospectus filed as part of the Registration Statement, as part of any amendment thereto or pursuant to Rule 424 under the Securities Act Regulations, if filed by electronic transmission pursuant to Regulation S-T under the Securities Act, was identical to the copy thereof delivered to the Agent for use in connection with the offer and sales of the Shares (except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement under the Securities Act that have not been described or filed therein as required, and there are no business relationships or related-party transactions directly or indirectly involving the Company or any other person required to be described in the Prospectus that have not been described therein as required.

(c) KPMG LLP and Horwath and Company (Taiwan), who have each certified certain financial statements of the Company and have delivered their reports with respect to the Company's audited financial statements included in the Registration Statement, the Prospectus and any Preliminary Prospectus, each are independent public accountants as required by the Securities Act and the Securities Act Regulations.

(d) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change or any development involving a prospective material adverse change in the business, prospects, properties, operations, condition (financial or otherwise) affairs or management of the Company, whether or not arising from transactions in the ordinary course of business, and since the date of the latest balance sheet presented in the Registration Statement and the Prospectus, the Company has not incurred or undertaken any liabilities or obligations, direct or contingent, which are material to the Company, except for liabilities or obligations which are reflected in the Registration Statement and the Prospectus.

(e) The Company (i) has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Colorado, (ii) has all requisite corporate power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to carry on its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to own, lease and operate its properties, (iii) has no subsidiaries other than as described in the Registration Statement (the "Subsidiaries"), and (iv) is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification except, with respect to clauses (i) (as it relates to good standing) and (iv), where the failure to be in good standing or so qualified does not and could not reasonably be expected to (x) individually or in the aggregate, result in a material adverse effect on the business, prospects, properties, operations, condition (financial or otherwise), affairs or management of the Company, (y) interfere with or adversely affect the marketability of the Securities pursuant hereto or (z) in any manner draw into question the validity of this Agreement (any of the events set forth in clauses (x), (y) or (z), being referred to as a "Material Adverse Effect").

(f) Each of the Subsidiaries (i) has been duly organized and is validly existing as a corporation, in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite corporate or similar power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to carry on its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to own, lease and operate its properties, (iii) has no subsidiaries and (iv) is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification except, with respect to clauses (i) (as it relates to good standing) and (iv), where the failure to be in good standing or so qualified does not and could not reasonably be expected to result in a Material Adverse Effect.

(g) This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company. This Agreement has been duly and validly executed and delivered by the Company, and is the legal, valid, binding agreement of the Company. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(h) The execution, delivery, and performance of this Agreement, the Offering and sale of the Securities, and the consummation of the transactions contemplated hereby and in the Prospectus do not and will not violate, conflict with or constitute a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company, or result in an acceleration of any indebtedness of the Company pursuant to (i) the charter or governing documents of the Company, (ii) any bond, debenture, note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any of its subsidiaries or their respective properties or assets are or may be bound, (iii) any statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (iv) any judgment, order or decree of any court or governmental agency or authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with (x) any court or any governmental agency or authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets or (y) any other person is required for (A) the execution, delivery and performance by the Company of this Agreement, (B) the sale and delivery of the Securities to be sold and delivered by the Company hereunder and the consummation of the transactions contemplated hereby, except such as have been obtained under the Securities Act and such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required under state securities or Blue Sky laws in connection with the distribution of the Securities by the Agent.

(i) All of the outstanding shares of Common Stock of the Company are duly authorized, validly issued, fully paid and nonassessable and were not issued and are not now in violation of or subject to any preemptive or similar rights. The capital stock of the Company conforms to the description thereof contained in the Prospectus, or if the Prospectus is not in existence, the most recent Preliminary Prospectus.

(j) Except as disclosed in the Prospectus, there are not currently, and will not be as a result of the Offering, any outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire or instruments convertible into or exchangeable for, any capital stock or other equity interest of the Company or any of its subsidiaries (other than options issued pursuant to the Company's stock option plans).

(k) There is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the best knowledge of the Company, threatened or contemplated to which the Company is a party or to which the business or property of the Company is subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency or that has been proposed by any governmental body and (iii) no injunction, restraining order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any of its subsidiaries is or may be subject or to which the business, assets, or property of the Company or any of its subsidiaries are or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is required to be disclosed in the Registration Statement and the Prospectus and which could, individually or in the aggregate, result in a Material Adverse Effect.

(l) The Company has not directly or indirectly (i) taken (other than through the actions, if any, of the Agent) any action designed to, or that might reasonably be expected to, cause or result in or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) since the filing of the Preliminary Prospectus (a) sold, bid for, purchased or paid any person any compensation for soliciting purchases of, shares of Common Stock or (b) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

(m) The financial statements, together with the related notes, included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) present fairly in all material respects the financial position, results of operations, cash flows, and changes in stockholders' equity of the Company or its predecessors, as applicable, as of and at the dates indicated and for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, and comply with Regulation S-X of the Securities Act Regulations.

(n) There are no holders of securities of the Company who, by reason of the execution by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, have the right to request or demand that the Company register under the Securities Act or analogous foreign laws and regulations securities held by them, other than such that have been duly exercised or waived.

(o) The Company is not, and upon consummation of the transactions contemplated hereby will not be, (i) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), or be subject to registration under the Investment Company Act, or (ii) a "holding company" or a "subsidiary company" or an "affiliate" of a holding company within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(p) The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is listed for quotation on the American Stock Exchange, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the American Stock Exchange, nor has the Company received any notification that the Commission or the American Stock Exchange is contemplating terminating such registration or listing.

(q) The Company is not (i) in violation of its charter or governing documents, (ii) in breach or default in the performance of any obligation, agreement or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, or (iii) in violation, in any material respect, of any local, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree applicable to the Company or any of its subsidiaries or any of their respective assets or properties (whether owned or leased).

(r) No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency that prevents the sale of the Securities or prevents or suspends the use of the Prospectus; no injunction, restraining order or order by a federal or state court of competent jurisdiction has been issued that prevents or suspends the sale of the Securities in any jurisdiction or that could adversely affect the consummation of the transactions contemplated by this Agreement or the Prospectus; and every request of any securities authority or agency of any jurisdiction for additional information has been complied with in all material respects.

(s) All material tax returns required to be filed by the Company in all jurisdictions have been so filed. All taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable have been paid, other than those being contested in good faith through appropriate proceedings diligently pursued and for which adequate reserves have been provided or those currently payable without penalty or interest. To the knowledge of the Company, there are no material proposed additional tax assessments against the Company or the assets or property of the Company. The Company has made adequate (in the opinion of the Company) charges, accruals and reserves in the applicable financial statements included in the Prospectus in respect of all federal, state and foreign income and franchise taxes for all periods presented therein as to which the tax liability of the Company has not been finally determined.

(t) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences thereto.

(u) The statements (including the assumptions described therein) included in the Prospectus (i) are within the coverage of Rule 175(b) under the Securities Act to the extent such data constitute forward looking statements as defined in Rule 175(c) and (ii) were made by the Company with a reasonable basis and reflect the Company's good faith estimate of the matters described therein.

2. Appointment; Basic Terms; Compensation; Purchase, Sale and Delivery of the Shares.

(a) The Agent is hereby appointed as the exclusive agent for the Company during the Offering Period (as defined below) for the purpose of finding purchasers for the Securities.

(b) The Offering shall commence on the date of this letter, and shall continue until March 31, 2002 (the "Offering Period"), subject to prior termination at any time by the Company or the Agent and subject further to the Company's ability, in its sole discretion, to extend the Offering Period for up to 60 days. Any termination or extension of the Offering Period shall be effective on not less than three business days' written notice to the other party to this Agreement.

(c) On the basis of the representations, warranties and covenants contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Agent confirms its acceptance of such appointment and agrees to use its reasonable best efforts, in accordance with its customary practice, during the Offering Period to find prospective purchasers of the Securities. The Company acknowledges and agrees that the Agent's obligations are on a reasonable best efforts basis only and that the execution of this Agreement does not in any way constitute a commitment by the Agent to purchase or place the Securities and does not ensure the successful sale of the Securities. The Agent shall have the right to appoint one or more additional agents and/or selected dealers (who shall be members of the NASD) to assist in finding purchasers for the Securities, and any such additional agents or selected dealers may rely upon the representations and warranties and covenants of the Company set forth in this Agreement.

(d) The procedure for executing sales of the Securities in the Offering shall be as follows:

(i) The Agent shall from time to time notify the Company by telephone as, if and when the Agent identifies a prospective purchaser or purchasers for all or a portion of the Securities (in each case, a "Block of Shares"), specifying in each case the number of Securities constituting such Block of Shares and the price per Security for such Block of Shares that such purchaser or purchasers may be willing to pay and any other conditions relevant to the interest of such purchaser or purchasers therein.

(ii) Upon receipt of such telephonic notice from the Agent, the Company shall promptly advise the Agent whether or not the price and other conditions (if any) included in such notice are acceptable. In the event that the price and other conditions (if any) included in such notice are acceptable, the Company and the Agent (or such purchaser or purchasers, acting through the Agent) will execute corresponding sale and purchase transactions in the Securities. None of the Company, the Agent or any purchaser shall be obligated on any sale of purchase of the Securities except pursuant to a transaction executed in accordance with the foregoing. The Agent shall have no liability or obligation to the Company with respect to any transaction executed by the Company directly with a purchaser, except under Sections 8 and 9.

(iii) The Company will pay all applicable state transfer taxes, if any, involved in the transfer of any Securities to be purchased from the Company and the Agent will pay any additional stock transfer taxes involved in further transfers.

(e) The Company shall pay the Agent a 7% commission on the gross proceeds of each sale of Securities in the Offering. In addition, the Company shall issue to the Agent a warrant to purchase a number of shares of Common Stock equal to 10% of the Shares underlying each sale of Shares in the Offering (the "Agent Warrants"). The Agent Warrants shall be exercisable from the Closing of such Shares until the fourth anniversary of such Closing, and shall have an exercise price of 120% of the offering price attributable to such Shares. The Agent Warrants shall not be entitled to cashless exercise and shall be accompanied by customary "piggyback" registration rights with respect to the Shares obtained upon exercise of the Agent Warrants, all as may be agreed to in more detail by the parties.

(f) The Agent's appointment and agency under this Agreement, shall begin as of the date of this Agreement and continue through and including the earlier of (i) the final Closing (as defined below) or (ii) the expiration or termination of the Offering Period (the "Offering Termination Date"); provided, however, that termination of the Offering Period shall not affect (x) the terms and conditions of this Agreement as they apply to any sale or purchase of the Securities previously executed or (y) the provisions of Sections 1, 5 and 7 through 15 of this Agreement, all of which shall continue in effect after the Offering Termination Date. Subject to the foregoing, upon the Offering Termination Date, the agency created by this Agreement shall terminate.

3. Closing. A closing ("Closing") for the sale of Securities purchased in the Offering may be held on one or more occasions prior to the end of the Offering Period. At each such Closing, payment of the proceeds of the Offering shall be made by certified or bank check(s) or by wire transfer to the order of the Company. The Agent may deduct its commissions and any other amounts payable to the Agent by the Company from the net proceeds deliverable to the Company.

4. Covenants of the Company. The Company covenants and agrees with the Agent that:

(a) (i) If the Registration Statement has not yet been declared effective on the date of this Agreement, the Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence satisfactory to the Agent of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that complies with the requirements of Rule 434.

(ii) The Company will notify the Agent immediately (i) when the Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any proceedings therefor, (v) of the receipt of any comments from the Commission and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Prospectus (including the prospectus required to be filed pursuant to Rule 424(b)or Rule 434) that differs from the prospectus on file at the time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which the Agent shall reasonably object in writing after being timely furnished in advance a copy thereof.

(b) If at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the judgment of the Agent or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement to comply with the Securities Act or the Securities Act Regulations, the Company will notify the Agent promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance satisfactory to the Company and the Agent) which will correct such statement or omission and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible.

(c) The Company will promptly deliver to the Agent two signed copies of the Registration Statement, including exhibits and all amendments thereto, and such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as the Agent may reasonably request.

(d) The Company will endeavor in good faith, in cooperation with the Agent, at or prior to the time of effectiveness of the Registration Statement, to qualify, if necessary, the Securities for offering and sale under the securities laws relating to the offering or sale of the Securities of such jurisdictions as the Agent may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process.

(e) The Company will make generally available (within the meaning of Section 11(a) of the Securities Act) to its security holders and to the Agent as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of the Registration Statement occurs, an earnings statement (in form complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement.

(f) During a period of three years from the effective date of the Registration Statement, the Company will furnish to the Agent copies of all reports to its stockholders and all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange.

5. Payment of Expenses. Whether or not the Offering is consummated or this Agency Agreement is terminated, the Company agrees to pay all costs and expenses incident to the performance of the obligations of the Company under this letter, including those in connection with (i) preparing, printing, duplicating, filing and distributing the registration statement, as originally filed and all related amendments (including exhibits), any Preliminary Prospectus, the Prospectus and any related amendments or supplements (including, without limitation, fees and expenses of the Company's accountants and counsel), the underwriting documents (including the Agency Agreement) and all other documents related to the public offering of the Securities (including those supplied to Agent in quantities deemed appropriate by Agent), (ii) the issuance and delivery of the Securities in the Offering, (iii) the qualification of the Securities under agreed-upon state or foreign securities or blue sky laws, including the costs of printing and mailing a preliminary and final "Blue Sky Survey" and the fees of counsel for the Agent and such counsel's disbursements in relation thereto, (iv) filing fees of the Commission and the NASD, (v) the cost and charges of any transfer agent or registrar for the common stock of the Company, and (vi) the direct expenses incurred by Agent in connection with the Offering. For purposes hereof, "direct expenses" means printing and copying charges, postage, long-distance telephone and facsimile charges, legal fees and expenses (up to an aggregate of $10,000), overnight courier costs and travel and transportation expenses incurred by Agent on behalf of the Company in connection with the Offering; provided, however, that the Agent shall obtain the Company's advance consent prior to incurring any expense in excess of $3,000.

6. Conditions of Agent Obligations. The obligations of the Agent under Section 2 of this Agreement shall be subject to the accuracy of the representations and warranties of the Company, as of the date hereof and as of the Closing Date (for purposes of this Section "Closing Date" shall refer to each Closing Date relating to the sale of Securities in the Offering); to the absence from any certificates, opinions, written statements or letters furnished to the Agent or to Jenkens & Gilchrist, a Professional Corporation ("Agent's Counsel"), pursuant to this Section of any misstatement or omission; to the performance by the Company of its obligations under this Agreement; and to the following conditions:

(a) The Registration Statement shall have become effective not later than 4:30 p.m., Dallas time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Agent; if the Company shall have elected to rely upon Rule 430A or Rule 434 of the Securities Act Regulations, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 4(a); and, at or prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof shall have been issued and no proceedings therefor shall have been initiated or threatened by the Commission.

(b) At the Closing Date the Agent shall have received the opinion of Holme Roberts & Owen LLP, counsel for the Company, dated the Closing Date addressed to the Agent and in form and substance satisfactory to Agent.

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws other than the federal laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Agent's Counsel) of other counsel reasonably acceptable to Agent's Counsel, familiar with the applicable laws; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and certificates or other written statements of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and its subsidiaries, provided that copies of any such statements or certificates shall be delivered to Agent's Counsel. The opinion of such counsel for the Company shall state that the opinion of any such other counsel is being relied upon and for what purpose.

(c) At the Closing Date the Agent shall have received a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, to the effect that (i) the condition set forth in subsection (a) of this Section 6 has been satisfied, (ii) as of the date of this Agreement and as of the Closing Date the representations and warranties of the Company contained in this Agreement are accurate, (iii) as of the Closing Date the obligations of the Company to be performed on or prior to the Closing Date have been duly performed and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change, or any development involving a material adverse change, in the business, prospects, properties, operations, condition (financial or otherwise), affairs or management of the Company, except in each case as described in or contemplated by the Prospectus.

(d) Prior to the Closing Date the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

If any of the conditions specified in this Section shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Agent pursuant to this Section shall not be in all material respects reasonably satisfactory in form and substance to the Agent, all obligations of the Agent hereunder may be canceled by the Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telegraph, confirmed in writing.

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless the Agent and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which it may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Agent through the Agent expressly for use therein.

(b) The Agent agrees to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), jointly or severally, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Agent expressly for use therein; provided, however, that in no case shall the Agent be liable or responsible for any amount in excess of the commission applicable to the Securities sold by the Agent under this Agreement. The Company acknowledge that the identifying statements set forth under the caption "Plan of Distribution" in the Prospectus constitute the only information furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement relating to the Securities, as originally filed or in any amendment thereof, any related Preliminary Prospectus or the Prospectus or in any amendment thereof or supplement thereto, as the case may be.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section, except to the extent such failure prejudiced the indemnifying party). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without its written consent; provided, however, that such consent was not unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability or claims that are the subject matter of such proceeding.

8. Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, then upon the occurrence of such circumstance, the Company, on the one hand, and the Agent, on the other hand, shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company any contribution received by the Company from persons, other than the Agent, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company) as incurred to which the Company and the Agent may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and the Agent from the Offering or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company and the Agent in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Agent, on the other hand, shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of commissions but before deducting expenses) received by the Company, and (y) the commissions received by the Agent, respectively. The relative fault of the Company and of the Agent shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section, (i) in no case shall the Agent be liable or responsible for any amount in excess of the commissions applicable to the Securities sold by the Agent hereunder, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section and the preceding sentence, the Agent shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities distributed to the public were offered to the public exceeds the amount of any damages that the Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Section, each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Agent, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of this Section. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section or otherwise, except to the extent such failure prejudiced such party. No party shall be liable for contribution with respect to any action or claim settled without its consent; provided, however, that such consent was not unreasonably withheld.

9. Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Agent and the Company contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Agent or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Securities to and by the Agent. The representations contained in Section 1 and the agreements contained in Sections 4, 5, 7, 8 and 12 shall survive the termination of this Agreement.

10. Effective Date of Agreement; Termination.

(a) This Agreement shall become effective, upon the later of when (i) the parties have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. To the extent that any Securities remain unsold hereunder at the expiration of the Offering Period, this Agreement shall thereupon terminate without liability to the Company or the Agent except as herein expressly provided. Until this Agreement becomes effective it may be terminated by the Company by notifying the Agent or by the Agent by notifying the Company. Notwithstanding the foregoing, the provisions of Sections 1, 5 and 7 through 15 shall at all times be in full force and effect.

(b) The Agent shall have the right to terminate this Agreement at any time prior to the Closing Date if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Agent's opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York or American Stock Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Securities shall have become effective; or (D) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the judgment of the Agent makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms contemplated by the Prospectus.

(c) Any notice of termination pursuant to this Section shall be by telephone, telex, or telegraph, confirmed in writing by letter.

11. Notices. All communications hereunder, except as may be otherwise specificied, shall be in writing and, if sent to the Agent, shall be mailed, delivered, or telexed or telegraphed and confirmed in writing, IBS Holding Corporation (d/b/a I-Bankers Securities), 122 W. Carpenter Freeway, Suite 465, Irving, Texas 75039, Attention: Shelley Gluck, with a copy to: Jenkens & Gilchrist, a Professional Corporation, 1445 Ross Avenue, Suite 3200, Dallas, Texas 75202, Attention: Ronald J. Frappier, Esq.; if sent to the Company, shall be mailed, delivered, or telegraphed and confirmed in writing to UQM Technologies, Inc., 425 Corporate Circle, Golden, Colorado 80401, Attention: David A. French, Treasurer, with a copy to Holme Roberts & Owens LLP, 1700 Lincoln, Suite 4100, Denver, Colorado 80203, Attention: Nick Nimmo, Esq.

12. Consent to Jurisdiction; Waiver of Immunities; Appointment of Agent for Service. The Company: (i) irrevocably submits to the nonexclusive jurisdiction of any Texas state or federal court sitting in the State of Texas, Dallas County and any appellate court from any thereof in any action, suit or proceeding arising out of or relating to this Agreement or any other document delivered in connection herewith and irrevocably waives any immunity from such action or proceeding it may otherwise enjoy in the aforementioned courts; (ii) irrevocably agree that all claims in respect of any such action or proceeding may be heard and determined in such Texas court or in such federal court; and (iii) irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties waive all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute whether sounding in contract, tort or otherwise, between the parties arising out of, connected with, related to, or incidental to the relationship established between them in connection with this Agreement or the transactions contemplated herein. Any and all legal process, summons, notices and documents that may be served on a party in any action, suit or proceeding brought against it, with respect to such party's obligations, liabilities or any other matter arising out of or relating to this Agreement or any other document delivered in connection herewith may be served on such party by certified mail or physical delivery to such party at the address for such party specified in Section 11.

(b) Nothing in this Section shall affect the right of any person to serve legal process in any other manner permitted by law or affect the right of any person to bring any action or proceeding against the Company or its properties in the courts of other jurisdictions.

(c) The provisions of this Section shall survive any termination of this Agreement.

13. Parties. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent and the Company, and the controlling persons, directors, officers and others referred to in Sections 7 and 8, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. The term "successors and assigns" shall not include a purchaser, in its capacity as such, of Securities from the Agent.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts made and to be fully performed in such state without regard to principles of conflicts of law.

15. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.

Very truly yours,

The Company:

UQM Technologies, Inc.

By:
Name: _________________________________
Title:

Accepted as of the date first above written:

The Agent:

IBS Holding Corporation
(d/b/a I-Bankers Securities)
122 W. Carpenter Freeway
Suite 465
Dallas, Texas 75039

By:
Name:
Title:

EX-4.1

EXHIBIT 4.1

WARRANT AGREEMENT

between

UQM TECHNOLOGIES, INC.

and

COMPUTERSHARE INVESTOR SERVICES

Dated as of _______ __, 2002

This Agreement, dated as of _______ __, 2002, is between UQM Technologies, Inc., a Colorado corporation (the "Company") and Computershare Investor Services, a _________ corporation (the "Warrant Agent").

The Company, at or about the time that it is entering into this Agreement, proposes to issue and sell to public investors shares of its common stock along with warrants. For each five shares of common stock purchased in the offering, investors will receive a warrant(a "Warrant") to purchase one share of common stock of the Company ("Common Stock"), subject to adjustment in certain circumstances, all on the terms and conditions set forth in this Agreement.

The Company wishes to retain the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, transfer, exchange and replacement of the certificates evidencing the Warrants to be issued under this Agreement (the "Warrant Certificates") and the exercise of the Warrants;

The Company and the Warrant Agent wish to enter into this Agreement to set forth the terms and conditions of the Warrants and the rights of the holders thereof ("Warrantholders") and to set forth the respective rights and obligations of the Company and the Warrant Agent. Each Warrantholder is an intended beneficiary of this Agreement with respect to the rights of Warrantholders herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

Section 1. Appointment of Warrant Agent

The Company appoints the Warrant Agent to act as agent for the Company in accordance with the instructions in this Agreement and the Warrant Agent accepts such appointment.

Section 2. Date, Denomination and Execution of Warrant Certificates

The Warrant Certificates (and the Form of Election to Purchase and the Form of Assignment to be printed on the reverse thereof) shall be in registered form only and shall be substantially of the tenor and purport recited in Exhibit A hereto, and may have such letters, numbers or other marks of identification or designation and such legends, summaries or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, or with any rule or regulation made pursuant thereto, or with any rule or regulation of any stock exchange on which the Common Stock or the Warrants may be listed or any automated quotation system, or to conform to usage. Each Warrant Certificate shall entitle the registered holder thereof, subject to the provisions of this Agreement and of the Warrant Certificate, to purchase, on or after ____________, 2002 and on or before the close of business on _________, 2004 (the " Expiration Date"), one fully paid and non-assessable share of Common Stock for each Warrant evidenced by such Warrant Certificate for $___. The exercise price of the Warrants (the "Exercise Price") is subject to adjustments as provided in Section 6 hereof. Each Warrant Certificate issued to the public as described in the recitals, above, shall be dated _____________, 2002; each other Warrant Certificate shall be dated the date on which the Warrant Agent receives valid issuance instructions from the Company or a transferring holder of a Warrant Certificate or, if such instructions specify another date, such other date.

For purposes of this Agreement, the term "close of business" on any given date shall mean 5:00 p.m., New York time, on such date; provided, however, that if such date is not a business day, it shall mean 5:00 p.m., New York time, on the next succeeding business day. For purposes of this Agreement, the term "business day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law to be closed.

Each Warrant Certificate shall be executed on behalf of the Company by the Chairman of the Board or its President or a Vice President, either manually or by facsimile signature printed thereon, and have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. Each Warrant Certificate shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any Warrant Certificate shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and delivery thereof by the Company, such Warrant Certificate, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company.

Section 3. Subsequent Issue of Warrant Certificates

Subsequent to their original issuance, no Warrant Certificates shall be reissued except (i) Warrant Certificates issued upon transfer thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued upon any combination, split-up or exchange of Warrant Certificates pursuant to Section 4 hereof, (iii) Warrant Certificates issued in replacement of mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof, (iv) Warrant Certificates issued upon the partial exercise of Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant Certificates issued to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance with the provisions of said Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes thereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes.

Section 4. Transfers and Exchanges of Warrant Certificates

The Warrant Agent will keep or cause to be kept books for registration of ownership and transfer of the Warrant Certificates issued hereunder. Such registers shall show the names and addresses of the respective holders of the Warrant Certificates and the kind and number of Warrants evidenced by each such Warrant Certificate.

The Warrant Agent shall, from time to time, register the transfer of any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Assignment duly filled in and executed with such signature guaranteed by a banking institution or NASD member and such  supporting documentation as the Warrant Agent or the Company may reasonably require, to the Warrant Agent at its stock transfer office in New York, New York at any time on or before the Expiration Date of such Warrant, and upon payment to the Warrant Agent for the account of the Company of an amount equal to any applicable transfer tax. Payment of the amount of such tax may be made in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company.

Upon receipt of a Warrant Certificate, with the Form of Assignment duly filled in and executed, accompanied by payment of an amount equal to any applicable transfer tax, the Warrant Agent shall promptly cancel the surrendered Warrant Certificate and countersign and deliver to the transferee a new Warrant Certificate for the number of full Warrants, transferred to such transferee; provided, however, that in case the registered holder of any Warrant Certificate shall elect to transfer fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent in addition shall promptly countersign and deliver to such registered holder a new Warrant Certificate or Certificates for the number of full Warrants not so transferred.

Any Warrant Certificate or Certificates may be exchanged at the option of the holder thereof for another Warrant Certificate or Certificates of different denominations, of like tenor and representing in the aggregate the same kind and number of Warrants, upon surrender of such Warrant Certificate or Certificates, with the Form of Assignment duly filled in and executed, to the Warrant Agent, at any time or from time to time after the close of business on the date hereof and prior to the close of business on the Expiration Date relating to such Warrant. The Warrant Agent shall promptly cancel the surrendered Warrant Certificate and deliver the new Warrant Certificate pursuant to the provisions of this Section.

Section 5. Mutilated, Destroyed, Lost or Stolen Warrant Certificates

Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of any Warrant Certificate, and in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to them of all reasonable expenses incidental thereto, and, in the case of mutilation, upon surrender and cancellation of the Warrant Certificate, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like tenor for the same kind and number of Warrants.

Section 6. Adjustments of Number and Kind of Shares Purchasable and Exercise
Price

The number and kind of securities or other property purchasable upon exercise of a Warrant shall be subject to adjustment from time to time upon the occurrence, after the date hereof, of any of the following events:

A. In case the Company shall (1) pay a dividend in, or make a distribution of, shares of capital stock on its outstanding Common Stock, (2) subdivide its outstanding shares of Common Stock into a greater number of such shares or (3) combine its outstanding shares of Common Stock into a smaller number of such shares, the total number of shares of Common Stock purchasable upon the exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the holder of any Warrant Certificate thereafter surrendered for exercise shall be entitled to receive at the same aggregate Exercise Price the number of shares of capital stock (of one or more classes) which such holder would have owned or have been entitled to receive immediately following the happening of any of the events described above had such Warrant been exercised in full immediately prior to the record date with respect to such event. Any adjustment made pursuant to this Subsection shall, in the case of a stock dividend or distribution, become effective as of the record date therefor and, in the case of a subdivision or combination, be made as of the effective date thereof. If, as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Certificate thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive and shall be evidenced by a Board resolution filed with the Warrant Agent) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock.

B. In the event of a capital reorganization or a reclassification of the Common Stock (except as provided in Subsection A. above or Subsection D. below), any Warrantholder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section 6 with respect to the rights and interests thereafter of the Warrantholders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section 6 (including the adjustments of the number of shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants.

C. Whenever the number of shares of Common Stock or other securities purchasable upon exercise of a Warrant is adjusted as provided in this Section 6, the Company will promptly file with the Warrant Agent a certificate signed by a Chairman or co-Chairman of the Board or the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth the number and kind of securities or other property purchasable upon exercise of a Warrant as so adjusted, stating that such adjustments in the number or kind of shares or other securities or property conform to the requirements of this Section 6, and setting forth a brief statement of the facts accounting for such adjustments. Promptly after receipt of such certificate, the Company, or the Warrant Agent at the Company's request, will deliver, by first-class, postage prepaid mail, a brief summary thereof (to be supplied by the Company) to the registered holders of the outstanding Warrant Certificates; provided, however, that failure to file or to give any notice required under this Subsection, or any defect therein, shall not affect the legality or validity of any such adjustments under this Section 6; and provided, further, that, where appropriate, such notice may be given in advance and included as part of the notice required to be given pursuant to Section 12 hereof.

D. In case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the corporation formed by such consolidation or merger or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Warrant Agent a supplemental warrant agreement providing that the holder of each Warrant then outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such Warrant, solely the kind and amount of shares of stock and other securities and property (or cash) receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section. The above provision of this Subsection shall similarly apply to successive consolidations, mergers, sales or transfers.

The Warrant Agent shall not be under any responsibility to determine the correctness of any provision contained in any such supplemental warrant agreement relating to either the kind or amount of shares of stock or securities or property (or cash) purchasable by holders of Warrant Certificates upon the exercise of their Warrants after any such consolidation, merger, sale or transfer or of any adjustment to be made with respect thereto, but subject to the provisions of Section 20 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, a certificate of a firm of independent certified public accountants (who may be the accountants regularly employed by the Company) with respect thereto.

E. Irrespective of any adjustments in the number or kind of shares issuable upon exercise of Warrants, Warrant Certificates theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrant Certificates initially issuable pursuant to this Warrant Agreement.

F. The Company may retain a firm of independent public accountants of recognized standing, which may be the firm regularly retained by the Company, selected by the Board of Directors of the Company or the Executive Committee of said Board, and not disapproved by the Warrant Agent, to make any computation required under this Section, and a certificate signed by such firm shall, in the absence of fraud or gross negligence, be conclusive evidence of the correctness of any computation made under this Section.

G. For the purpose of this Section, the term "Common Stock" shall mean (i) the Common Stock or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time as a result of an adjustment made pursuant to this Section, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section, and all other provisions of this Agreement, with respect to the Common Stock, shall apply on like terms to any such other shares.

H. The Company may, from time to time and to the extent permitted by law, reduce the Exercise Price of the Warrants by any amount for a period of not less than 20 days. If the Company so reduces the Exercise Price of such Warrants, it will give not less than 15 days' notice of such decrease, which notice may be in the form of a press release, and shall take such other steps as may be required under applicable law in connection with any offers or sales of securities at the reduced price.

Section 7. Exercise of Warrants

The registered holder of any Warrant Certificate may exercise the Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date relating to such Warrant, subject to the provisions of Section 9, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows:

A. Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in New York, New York, together with payment to the Company of the Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant.

B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or government charges as aforesaid), the Warrant Agent shall promptly request from the Transfer Agent with respect to the securities to be issued and deliver to or upon the order of the registered holder of such Warrant Certificate, in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is then exercisable to purchase property other than securities, the Warrant Agent shall take appropriate steps to cause such property to be delivered to or upon the order of the registered holder of such Warrant Certificate. In addition, if it is required by law and upon instruction by the Company, the Warrant Agent will deliver to each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and the Company agrees to supply Warrant Agent with sufficient number of prospectuses to effectuate that purpose.

C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised.

D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Exercise Price (and of any applicable taxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares as of, and the certificate for such shares shall be dated, the next succeeding business day on which the stock transfer books of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Agent shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law.

Section 8. Fractional Interests

The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants. If any fraction (calculated to the nearest one-hundredth) of a Warrant or a share of securities would, except for the provisions of this Section, be issuable on the exercise of any Warrant, the Company shall, at its option, either issue the required fractional Warrant or share or purchase such fraction for an amount in cash equal to the current value of such fraction computed on the basis of the closing market price (as quoted on the Company's principal stock exchange) on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered for exercise in accordance with Section 7 hereof.  If the Company's common stock is not quoted on a stock exchange or in the National Association of Securities Dealers Automated Quotation System, then the value shall be the highest bid price quoted for such day as reported by the National Quotation Bureau pink sheets.  If there is no active public market, the value shall be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company.  By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this Section 8.

Section 9. Reservation of Equity Securities

The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Warrants ("Equity Securities"). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable.

The Company covenants that if any equity securities, required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will use all commercially reasonable efforts to cause such securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company's Registration Statement on Form S-3 (Registration No. 333-75520) necessary to permit a public offering of the securities underlying the Warrants at any and all times during the term of this Agreement, provided, however, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result in the opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law.

Section 10. Reduction of Exercise Price Below Par Value

Before taking any action that would cause an adjustment pursuant to Section 6 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.

Section 11. Payment of Taxes

The Company covenants and agrees that it will pay when due and payable any and all federal and state documentary stamp and other original issue taxes which may be payable in respect of the original issuance of the Warrant Certificates, or any shares of Common Stock or other securities upon the exercise of Warrants. The Company shall not, however, be required (i) to pay any tax which may be payable in respect of any transfer involved in the transfer and delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock or other securities in a name other than that of the registered holder of the Warrant Certificate surrendered for purchase or (ii) to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of any Warrant Certificate until any such tax shall have been paid, all such tax being payable by the holder of such Warrant Certificate at the time of surrender.

Section 12. Notice of Certain Corporate Action

In case the Company after the date hereof shall propose (i) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (ii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Warrant Agent and the Company, or the Warrant Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up.

Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section 12.

Section 13. Disposition of Proceeds on Exercise of Warrant Certificates, etc.

The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by the Warrant Agent for the purchase of securities or other property through the exercise of such Warrants.

The Warrant Agent shall keep copies of this Agreement available for inspection by Warrantholders during normal business hours at its stock transfer office. Copies of this Agreement may be obtained upon written request addressed to the Warrant Agent at its stock transfer office in New York, New York.

Section 14. Warrantholder Not Deemed a Stockholder

No Warrantholder, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Warrants represented thereby for any purpose whatever, nor shall anything contained herein or in any Warrant Certificate be construed to confer upon any Warrantholder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 12 hereof), or to receive dividend or subscription rights, or otherwise, until such Warrant Certificate shall have been exercised in accordance with the provisions hereof and the receipt of the Exercise Price and any other amounts payable upon such exercise by the Warrant Agent.

Section 15. Right of Action

All rights of action in respect to this Agreement are vested in the respective registered holders of the Warrant Certificates; and any registered holder of any Warrant Certificate, without the consent of the Warrant Agent or of any other holder of a Warrant Certificate, may, in his own behalf for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, his right to exercise the Warrants evidenced by such Warrant Certificate, for the purchase of shares of the Common Stock in the manner provided in the Warrant Certificate and in this Agreement.

Section 16. Agreement of Holders of Warrant Certificates

Every holder of a Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent and with every other holder of a Warrant Certificate that:

A. the Warrant Certificates are transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in this Agreement;
and

B. the Company and the Warrant Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner of the Warrant (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Section 17. Cancellation of Warrant Certificates

In the event that the Company shall purchase or otherwise acquire any Warrant Certificate or Certificates after the issuance thereof, such Warrant Certificate or Certificates shall thereupon be delivered to the Warrant Agent and be canceled by it and retired. The Warrant Agent shall also cancel any Warrant Certificate delivered to it for exercise, in whole or in part, or delivered to it for transfer, split-up, combination or exchange. Warrant Certificates so canceled shall be delivered by the Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company.

Section 18. Concerning the Warrant Agent

The Company agrees to pay to the Warrant Agent from time to time, on demand of the Warrant Agent, reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, including counsel fees, and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with the acceptance and administration of this Agreement.

Section 19. Merger or Consolidation or Change of Name of Warrant Agent

Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 21 hereof. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

Section 20. Duties of Warrant Agent

The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrant Certificates, by their acceptance thereof, shall be bound:

A. The Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent shall have exercised reasonable care in the selection of such counsel. Fees and expenses of such counsel, to the extent reasonable, shall be paid by the Company.

B. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Chairman or co-Chairman of the Board or the President or a Vice President or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

C. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.

D. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature on the Warrant Certificates and such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

E. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any change in the number of shares of Common Stock for which a Warrant is exercisable required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and non-assessable.

F. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the registered holders of the Warrant Certificates, as their respective rights or interests may appear.

G. The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

H. The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from a Chairman or co-Chairman of the Board or President or a Vice President or the Secretary or the Controller of the Company, and to apply to such officers for advice or instructions in connection with the Warrant Agent's duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer.

I. The Warrant Agent will not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company.

J. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents or employees or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys, agents and employees.

K. The Warrant Agent will not incur any liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties.

L. The Warrant Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its duties will be determined solely by the provisions hereof. The Warrant Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence, bad faith or willful conduct.

Section 21. Change of Warrant Agent

The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days' prior notice in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section, however, or any defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be.

Section 22. Issuance of New Warrant Certificates

Notwithstanding any of the provisions of this Agreement or the several Warrant Certificates to the contrary, the Company may, at its option, issue new Warrant Certificates in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.

Section 23. Notices

Notice or demand pursuant to this Agreement to be given or made on the Company by the Warrant Agent or by the registered holder of any Warrant Certificate shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

UQM Technologies, Inc.
425 Corporate Circle
Golden, CO  80401

Subject to the provisions of Section 21, any notice pursuant to this Agreement to be given or made by the Company or by the holder of any Warrant Certificate to or on the Warrant Agent shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company) as follows:

____________
____________
____________
____________

Any notice or demand authorized to be given or made to the registered holder of any Warrant Certificate under this Agreement shall be sufficiently given or made if sent by first-class or registered mail, postage prepaid, to the last address of such holder as it shall appear on the registers maintained by the Warrant Agent.

Section 24. Modification of Agreement

The Warrant Agent may, without the consent or concurrence of the Warrantholders, by supplemental agreement or otherwise, concur with the Company in making any changes or corrections in this Agreement that the Warrant Agent shall have been advised by counsel (who may be counsel for the Company) are necessary or desirable to cure any ambiguity or to correct any defective or inconsistent provision or clerical omission or mistake or manifest error herein contained, or to make any other provisions in regard to matters or questions arising hereunder and which shall not be inconsistent with the provisions of the Warrant Certificates and which shall not adversely affect the interests of the Warrantholders. As of the date hereof, this Agreement contains the entire and only agreement, understanding, representation, condition, warranty or covenant between the parties hereto with respect to the matters herein, supersedes any and all other agreements between the parties hereto relating to such matters, and may be modified or amended only by a written agreement signed by both parties hereto pursuant to the authority granted by the first sentence of this Section.

Section 25. Successors

All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 26. New York Contract

This Agreement and each Warrant Certificate issued hereunder shall
be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State.

Section 27. Termination

This Agreement shall terminate as of the close of business on the Expiration Date, or such earlier date upon which all Warrants shall have been exercised, except that the Warrant Agent shall account to the Company as to all Warrants outstanding and all cash held by it as of the close of business on the Expiration Date.

Section 28. Benefits of this Agreement

Nothing in this Agreement or in the Warrant Certificates shall be construed to give to any person or corporation other than the Company, the Warrant Agent, and their respective successors and assigns hereunder and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent, their respective successors and assigns hereunder and the registered holders of the Warrant Certificates.

Section 29. Descriptive Headings

The descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 30. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

UQM Technologies, Inc.

By:
   -----------------------------
Title:

- --------------------------------



By:
   -----------------------------
Title:

                                                                       EXHIBIT A

                VOID AFTER 5 P.M. NEW YORK TIME ON _________, 2004

                        WARRANTS TO PURCHASE COMMON STOCK


WA_____                    _________ Warrants

UQM Technologies, Inc.

CUSIP ________________

THIS CERTIFIES THAT




or registered assigns, is the registered holder of the number of Warrants ("Warrants") set forth above. Each Warrant entitles the holder thereof to purchase from UQM Technologies, Inc., a corporation incorporated under the laws of the State of Colorado ("Company"), subject to the terms and
conditions set forth hereinafter and in the Warrant Agreement hereinafter more fully described (the "Warrant Agreement") referred to, (A) at any time on or after _________, 2002 and on or before the close of business on __________, 2004, one fully paid and non-assessable share of Common Stock of the Company ("Common Stock") upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled in, at the stock transfer office in New York, New York, of Computershare Investor Services, Warrant Agent of the Company ("Warrant Agent") or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. The Exercise Price shall be $___. The exercise price is subject to adjustment as set forth in the Warrant Agreement. The number and kind of securities or other property for which the  Warrants are exercisable are subject to further adjustment in certain events, such as mergers, splits, stock dividends, recapitalizations, to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date.

This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of __________, 2002 ("Warrant Agreement"), between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at UQM Technologies, Inc., 425 Corporate Circle, Golden, CO  80401, Attention: Chief Financial Officer.

The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Warrants, Common Stock or other securities, but shall make adjustment therefor in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement.

In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use all commercially reasonable efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. However, the Company will not be required to honor the exercise of Warrants if, in the opinion of the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be unlawful.

This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised.

No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting stockholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.

If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books.

Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:

(a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and

(b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the holder of this Warrant Certificate at the time of surrender.

This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.

Dated:  _____________


UQM Technologies, Inc.

By:
- ----------------------------------
Chief Executive Officer


Attest:
- ---------------------------------
Secretary

Countersigned

- -------------------------------------




By:
   -------------------------
   Authorized Officer

EX-5.1

[LETTERHEAD OF HOLME ROBERTS & OWEN LLP.]

EXHIBIT 5.1

March 4, 2002

UQM Technologies, Inc.
425 Corporate Circle
Golden, Colorado 80401

Re: UQM Technologies, Inc. Form S-3 Registration Statement

Ladies and Gentlemen:

As counsel for UQM Technologies, Inc., a Colorado corporation ("UQM" or the"Company"), we are familiar with UQM's Amendment No. 3 to Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (as amended, the "Act"), on March 4, 2002, with respect to (i) the offering and issuance from time to time by UQM of up to $10,000,000 aggregate offering price of shares of its common stock and warrants to purchase its common stock (the "Shelf Offering"), and (ii) the offering of 1,950,344 shares of common stock along with warrants to purchase 390,069 shares of common stock described in the prospectus supplement contained in the Registration Statement (the "Supplement Offering").

.All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement.

In connection with our examination of documents as hereinafter described, we have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. With respect to agreements and instruments executed by natural persons, we have assumed the legal competency of such persons. For the purpose of rendering this opinion, we have made such factual and legal examination as we deemed necessary under the circumstances, and in that connection we have examined, among other things, originals or copies of the following:

(A) The Articles of Incorporation of UQM, as amended to date;

(B) The Bylaws of UQM, as amended to date;

(C) Such records of the corporate proceedings of UQM, and such other documents that we considered necessary or appropriate for the purpose of rendering this opinion; and

(D) Such other certificates and assurances from public officials, officers and representatives of UQM that we considered necessary or appropriate for the purpose of rendering this opinion.

On the basis of the foregoing examination, and in reliance thereon, we are of the opinion that (subject to compliance with the pertinent provisions of the Act and to compliance with such securities or "blue sky" laws of any jurisdiction as may be applicable):

1.    When the common stock and warrants offered in the Shelf Offering shall have been authorized, issued and sold as described in the Registration Statement, including  any prospectus supplement relating to the applicable offering of such common stock and warrants, and when payment therefor shall have been received by the Company, the common stock and warrants will be validly issued, fully paid and nonassessable, and the warrants will be binding obligations of UQM under Colorado law.

2.    The shares of common stock and the warrants offered in the Supplement Offering have been duly authorized and, when issued and sold as described in the Registration Statement, and when payment therefor shall have been received by the Company, will be validly issued, fully paid and nonassessable, and the warrants will be binding obligations of UQM under Colorado law.

This opinion is limited to the present laws of the States of Colorado and the present federal laws of the United States and to the present judicial interpretations thereof and to the facts as they presently exist.

This opinion may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to this firm under the caption "Legal Matters" in the prospectus contained in the Registration Statement. In giving this consent, we do not admit we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ HOLME ROBERTS & OWEN LLP