** 
Exhibit 10.19

ASSET PURCHASE AGREEMENT

 
**THIS ASSET PURCHASE    AGREEMENT ("Agreement") is made and entered into as of this 30th day of    April, 2004 by and between CD&M-Electronics, Inc., a Missouri corporation (hereinafter    referred to as "Purchaser") and **UQM ELECTRONICS, INC**., a Missouri    corporation (hereinafter referred to as the "Seller"). Purchaser and Seller are    sometimes collectively referred to herein as the "Parties" or individually as a    "Party". **RECITALS **WHEREAS, Seller is a    wholly owned subsidiary of UQM Technologies, Inc. ("Parent Company"), a Colorado    corporation; and **WHEREAS,    Seller’s business operations consist of the contract manufacturing of electronic    printed circuit boards and related components in St. Charles County, Missouri; and **WHEREAS, Purchaser    intends to purchase, and Seller intends to sell, certain assets upon the terms and    conditions hereinafter set forth in this Agreement. **NOW THEREFORE, in    consideration of the above recitals, the terms and conditions hereinafter set forth and    other good and valuable consideration, the receipt and sufficiency of which is hereby    acknowledged, the Parties hereto agree as follows:  **ARTICLE I **PURCHASE AND SALE OF    PURCHASED ASSETS **1.1**Purchased    Assets.**
On    the basis of the representations, warranties, covenants and agreements and subject to the    satisfaction or waiver of the conditions set forth herein, at Closing Seller shall sell,    convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, accept and    take possession from Seller, certain of the assets, properties and other rights owned or    leased, licensed or used by Seller, but excluding the Excluded Assets (as defined herein)    (the "Purchased Assets"), including, without limitation:**(a)
all    of Seller’s furniture, fixtures, equipment, leasehold improvements, and fixed assets    as reflected on Seller’s fixed asset and inventory schedules, which are attached    hereto as Schedule 1.1(a) and incorporated herein by reference, as of the Closing    Date (as defined herein). Seller’s interests in leasehold improvements are limited    (as defined) by a certain lease agreement dated May 8, 1996, as amended, between Seller    and Elm Point Investment Company, L.L.C, (the "Lease Agreement"), which is    attached hereto as Exhibit 1.1(a);**(b)
all    of Seller’s inventory as of April 18, 2004, except for the items of inventory    consumed pursuant to the Memorandum of Understanding between the parties dated April 18,    2004. **(c)
all    of Seller’s written or electronic information relating to historical customers of    Seller (including, without limitation, customer lists, customer files and other written    accounts of Seller) and other reasonable and specifically requested information, with    respect to sales and marketing data, principal contacts, and pricing information.**The    Purchased Assets are being purchased on an "as is" basis without warranty of    merchantability or fitness for any particular purpose.**1.2**Assets of Seller    Not Purchased.**
Purchaser    shall not purchase any assets of Seller other than those described in Section 1.1 of    this Agreement. Without limiting the generality of the previous sentence, Purchaser shall    not purchase the following (the "Excluded Assets"):**(a)
Seller’s    Bank Accounts, Cash, Accounts Receivable, Prepaid Assets & Other Assets, Facility    Sub-Rent Receivable, and Security Deposits;**(b)
Seller’s    Articles of Incorporation, Minute Books, Corporate Seals, stock books and other corporate    records relating to the corporate organization and capitalization of Seller;**(c)
shares    of the capital stock of Seller, including any shares held as treasury shares;**(d)
the    name(s) UQM Electronics, UQME, UQM and any and all derivatives thereof and any and all    logos and trademarks used by Seller; and**(e)
Leased    equipment and assets not identified in Section 1.1.**1.3**Non-Assumption    of Liabilities**
Except    for the liabilities of Seller described in Schedule 1.3 (collectively, the    "Assumed Liabilities"), Purchaser shall not assume any liabilities or debts of    Seller, and Seller shall remain liable for any and all liabilities, obligations, claims    and commitments of or against Seller, excluding the Assumed Liabilities, whether the same    are known or unknown, existing, contingent upon future events or circumstances, accrued,    funded, unfunded or otherwise.**1.4**Conveyance of    Purchased Assets.**
On    the Closing Date, Seller shall convey good and marketable title to the Purchased Assets    owned by Seller to Purchaser free and clear of any claim, lien, pledge, option, charge,    easement, security interest, encumbrance or other right ("Encumbrances"). **ARTICLE II**PURCHASE    PRICE; PAYMENT
In addition to    the assumption of the Assumed Liabilities referenced in Section 1.3 above, Purchaser shall    pay to Seller the following as consideration for the Purchased Assets and other agreements    hereunder (hereinafter referred to as the "Purchase Price"):**2.1**Purchase Price.**
The    total Purchase Price for the Purchased Assets shall be One Million Four Hundred Fifty    Thousand and no/100 Dollars (U.S. $ 1,450,000.00) and shall be paid in the form of cash    and common stock as provided below.**2.2**Cash    Consideration**
At    Closing, Purchaser shall pay to Seller, at Closing, the sum of Nine Hundred Thousand and    No/100 Dollars (U.S. $900,000.00) in cash subject to adjustment as provided in Section 2.5    below, by wire transfer of immediately available funds to an account or accounts    designated in writing by Seller prior to Closing (the "Cash Consideration").**2.3**Stock    Consideration**.
At    Closing, Purchaser shall issue to Seller, or Seller’s assignee, Ten Thousand Five    Hundred Eighty-Eight (10,588) shares of Purchaser’s Common Stock, which the Parties    agree has an aggregate value of Five Hundred Fifty Thousand Dollars ($550,000.00) (the    "Stock Consideration").**2.4**Assumption of Liabilities.
Purchaser    agrees to assume those liabilities of Seller referenced in Section 1.3 of this Agreement    and listed on Schedule 1.3 attached hereto.**2.5**Prorations
Rent,    utility charges, maintenance and repair charges, real estate and all other taxes payable    under any assumed lease and all other items of expense and other similar obligations to    third parties (to the extent not completely included as Assumed Liabilities) shall be    prorated between Seller and Purchaser as of the Closing Date.**ARTICLE III**CLOSING**3.1**Closing Date.
Subject    to the terms and conditions of this Agreement, the closing of the transactions    contemplated by this Agreement (the "Closing") will be held at the offices of    Robert F. Dwornick, Esq., 1023 Executive Parkway Dr. Suite 18, Creve Coeur, MO 63141 on    Tuesday, May 18, 2004, commencing at the hour of 11:00 AM (the "Closing Date"),    or at such other place, date and time as may be mutually agreed upon by the parties.    Unless otherwise agreed, effective control of the Purchased Assets shall be deemed    transferred at 12:01 a.m. on April 30, 2004.**3.2**Actions to be Taken at the Closing.
At    the Closing, the Parties shall take the following actions and deliver the following    documents:**(a)
Seller    shall execute and deliver to Purchaser a Bill of Sale and Assignment, in form    substantially similar to the form attached hereto at Exhibit 3.2(a), transferring    to Purchaser good title in and to the Purchased Assets, free and clear of all    Encumbrances, except as disclosed on Schedule 4.3;**(b)
Purchaser    shall pay the Cash Consideration to Seller;**(c)
Purchaser    shall issue the Stock Consideration to Seller, or Seller’s assignee**(d)
Seller    will deliver to Purchaser possession of the Purchased Assets; provided, however, that the    Purchased Assets shall be deemed delivered at Closing and, to the extent any Purchased    Assets are not located at the Seller’s location, Seller will deliver possession of    such Purchased Assets to Purchaser as soon as practicable after the Closing;**(e)
Seller    shall deliver to Purchaser a Letter of No Tax Due from the State of Missouri (dated no    later than forty-five (45) days prior to the Date of Closing) indicating that all Missouri    tax returns (sales, use, employment, etc.) relating to the Seller have been filed and that    all taxes owed thereon have been paid by Seller;**(f)
Purchaser,    Seller, and Elm Point Investment Company, L.L.C. ("Seller’s Landlord")    shall jointly execute and deliver to the Parties and Seller’s Landlord a Sublease    Agreement and Consent to Sublease Agreement , in the forms attached hereto at Exhibit    3.2 (e), relating to the rented building located at 3081 Elm Point Industrial Drive,    St. Charles, MO 63301. As referenced in Section 9 of the Consent to Sublease Agreement,    Seller shall pay to Seller’s Landlord the sum of One-Hundred-Thousand Dollars and    No/100 Dollars ($100,149.00) in cash, by wire transfer of immediately available funds to    an account designated in writing by Seller’s Landlord prior to Closing. As referenced    in Section 10 of the Consent to Sublease Agreement, Purchaser shall pay to Seller the sum    of Eighteen-Thousand-Four-Hundred-Seventy-Two and No/100 Dollars ($18,472.00) in cash, by    wire transfer of immediately available funds to an account designated in writing by Seller    prior to Closing.**(g)
The    Parties will take such other actions and will execute and deliver such other instruments,    documents, agreements and certificates as are required by the terms of this Agreement and    the Related Agreements (as defined herein) or as may be reasonably requested by Purchaser    or Seller, as the case may be, in connection with the consummation of the transactions    contemplated herein;**ARTICLE IV**REPRESENTATIONS    AND WARRANTIES OF SELLER
At all times    from the date of this Agreement through and including the Closing Date, Seller represents    and warrants to Purchaser that to the best of Seller’s information, knowledge and    belief, and without independent investigation, as follows**4.1**Organization,    Qualification and Corporate Power**
Seller    is a corporation duly organized, validly existing and in good standing under the laws of    the State of Missouri. Seller has full power and lawful authority to (i) own and operate    its assets, (ii) enter into this Agreement and all related agreements, and (iii)    consummate the transactions contemplated by this Agreement and in any other agreement or    instrument executed by Seller pursuant to or in connection with this Agreement (the    "Related Agreements").**4.2**Authorization of    Transaction; Non-contravention**.This Agreement and the    Related Agreements have each been duly authorized by all necessary corporate action on the    part of Seller as required by the statutes of the State of Missouri and as required by the    Articles of Incorporation and Bylaws of Seller, including shareholder and director    authorization, and a certified copy of the resolutions of the shareholders and directors    of Seller setting forth such authorization are attached hereto as Exhibit 4.2. This    Agreement and the Related Agreements each constitute the legal, valid and binding    obligation of the Seller, enforceable in accordance with its terms. The execution,    delivery and performance of this Agreement and any of the Related Agreements by Seller do    not and will not (i) constitute a breach or violation of any law, rule, regulation,    material agreement, indenture, deed of trust, mortgage, loan agreement or any material    instrument to which Seller is a party or by which Seller or any of the Purchased Assets is    bound or otherwise affected; (ii) constitute a violation of any order, judgment or decree    by which Seller or any of the Purchased Assets is bound or affected; (iii) result in the    acceleration of any material debt owed by Seller; or (iv) violate any provision of the    statutes of the state of incorporation or the Articles of Incorporation and Bylaws of the    Seller.**4.3**Good Title to    Purchased Assets**
Except    as set forth in Schedule 4.3 attached hereto and incorporated herein by reference,    Seller has good and marketable title to the Purchased Assets free and clear of all    Encumbrances.**4.4**Litigation;    Disputes**.
Except    as otherwise described in Schedule 4.4 attached hereto and incorporated herein    by reference or where any of the following will not have a material adverse effect on the    Purchased Assets, Seller represents that (i) there is no person holding any claim of any    nature against Seller that Seller has knowledge of, or that Seller has been notified of,    or that Seller has been made aware of, including claims arising out of Seller’s    ownership of any of the Purchased Assets; (ii) Seller does not know or have reasonable    grounds to know of any dispute which adversely affects, or may adversely affect, any of    the Purchased Assets; (iii) Seller is not, and none of the Purchased Assets are,    subject to any pending or threatened litigation, proceeding or administrative    investigation; (iv) Seller has not violated any federal, state or local law, statute,    ordinance, rule, regulation, order or decree (including but not limited to those    pertaining to the environment and the regulation thereof) issued by any court or by any    authority or by any governmental or quasi-governmental authority or agency having    jurisdiction over Seller or any of the Purchased Assets.**4.5**Environmental    Matters.**
Seller    warrants and represents that there are no claimed, alleged, nor, threatened violations of    any federal, state or local law, statute, ordinance, rule, regulation, order or decree    (including but not limited to those pertaining to the environment and the regulation    thereof) issued by any court or by any authority or by any governmental or    quasi-governmental authority or agency having jurisdiction over Seller or any of the    Purchased Assets, nor are there any present discussions or negotiations with any agency    regarding any release of any hazardous waste, hazardous substance or toxic substance in    connection therewith.**4.6**Licenses, Permits.
Seller    warrants and represents that since April 1, 2003 all federal, state and local permits,    licenses, registrations and authorizations required for the use of the Purchased Assets,    have been obtained and further that there have not been nor are there any currently any    violations of such permits, licenses, registrations or authorizations.**4.7**Legal Compliance.
Seller,    is in compliance with each law (including rules and regulations thereunder) of any    federal, state, local or foreign government, or any governmental entity, which (a) affects    or relates to this Agreement or the transactions contemplated hereby, or (b) is applicable    to Seller, except for any violation or default which will not have a material adverse    effect on the Purchased Assets.**4.8**Contracts.
Schedule    4.8 lists the following written agreements affecting the Purchased Assets entered into    by Seller and which have not been terminated in accordance with their terms:**(a)
any    Contracts or any other written agreements, contracts or documents associated with    Seller’s customers;**(b)
any    written agreement under which the consequences of a default or termination could have a    material adverse effect on the Purchased Assets.**4.9**Fees and Brokers.
Except    as set forth on Schedule 4.10, Seller does not have any obligation or liability to    pay any fees or commitment to any investment banking firm, finder, broker or other party    with respect to the transactions contemplated by this Agreement. Any liability or    obligation set forth on Schedule 4.10 is the sole responsibility of Seller**4.10**Third Party Consents
Except    as disclosed in Schedule 4.11 hereto, no approval or consent of any entity or    person not a party to this Agreement is necessary for the lawful consummation of the    transactions contemplated hereby.**ARTICLE V**PURCHASER’S    REPRESENTATIONS AND WARRANTIES
Purchaser    represents and warrants to Seller, that to the best of Purchaser’s information,    knowledge and belief, and without independent investigation, as follows:**5.1**Organization.
Purchaser    is a corporation duly organized, validly existing and in good standing under the laws of    the State of Missouri and has the requisite power and authority to enter into this    Agreement and any Related Agreements and to consummate the transactions contemplated by    this Agreement and such Related Agreements.**5.2**Authorization of Transaction; Non-contravention.
Subject    to the terms and conditions of this Agreement, prior to the Closing, this Agreement and    each Related Agreement will have been duly authorized by all necessary action on the part    of Purchaser and a certified copy of the resolutions of the shareholders and directors of    Purchaser setting forth such authorization are attached hereto as Exhibit 5.2. The    execution, delivery and performance of this Agreement and any other agreements to be    entered into by Purchaser in connection herewith do not and will not (i) constitute a    breach or violation of any law, rule, regulation, material agreement, indenture, deed of    trust, mortgage, loan agreement or any material instrument to which Purchaser is a party    or by which Purchaser or any of its assets are bound or otherwise affected; (ii)    constitute a violation of any order, judgment or decree by which Purchaser or its assets    are bound or affected; (iii) result in the acceleration of any material debt owed by    Purchaser; or (iv) violate any provision of the Articles or Certificate of Incorporation    or Bylaws of Purchaser.**5.3**Fees and Brokers
Except    as set forth on Schedule 5.3, Purchaser has no obligation or liability to pay any    fees or commitment to any investment banking firm, finder, broker or other party with    respect to the transactions contemplated by this Agreement. Any liability or obligation    set forth on Schedule 5.3 is the sole responsibility of Purchaser.**5.4**Litigation; Disputes
Except    as otherwise described in Schedule 5.4 attached hereto and incorporated herein    by this reference (i) there is no person holding any claim of any nature against Purchaser    that Purchaser has knowledge of, or that Purchaser has been notified of, or that Purchaser    has been made aware of, including claims arising out of or in connection with the    operation of or ownership of any assets of Purchaser; (ii) Purchaser does not know nor    does Purchaser have reasonable grounds to know of any dispute which materially adversely    affects, or may adversely affect, the assets or operations of Purchaser;    (iii) neither Purchaser, nor any of the assets of Purchaser, are subject to any    pending or threatened litigation, proceeding or administrative investigation; (iv)    Purchaser has not violated any federal, state or local law, statute, ordinance, rule,    regulation, order or decree (including but not limited to those pertaining to the    environment and the regulation thereof) issued by any court or by any authority or by any    governmental or quasi-governmental authority or agency having jurisdiction over Purchaser    or any of the assets or the business operations of Purchaser, the violation of which would    have a material adverse effect on Purchaser; and (v) except for licenses and permits which    are immaterial and not required in order for Purchaser to conduct its business operations,    Purchaser has maintained all material licenses and permits and have filed all    registrations, reports and other documents required by local, state and federal    authorities and regulating bodies in connection with their respective business activities**5.5**Taxes.**(a)
Purchaser    has (i) filed, when due, with all appropriate governmental agencies, all tax returns,    estimates, reports and statements required to be filed by them, all of which are true and    correct in all material respects; and (ii) paid, or will pay, when due and payable, all    requisite income taxes, sales, use, property and transfer taxes, levies, duties, licenses    and registration fees and charges of any nature whatsoever, workmen’s compensation    payments and unemployment compensation contributions, including interest and penalties    thereon that are due and payable on or before the Closing Date, except such as are being    contested in good faith by appropriate proceedings (to the extent any such proceedings are    required) and with respect to which Purchaser is maintaining reserves adequate for their    payment.**(b)
Purchaser    has withheld, or made provision for the withholding of, all taxes required to be withheld    by it under applicable tax laws and regulations, and such withholdings have either been    paid to the respective governmental agencies or set aside in accounts for such purpose or    accrued, reserved against and entered upon the books of Purchaser.**5.6**Licenses, Permits.
All    material federal, state and local permits, licenses, registrations and authorizations    required for the operations of Purchaser’s business and the use of Purchaser’s    assets, have been obtained and further that there have not been nor are there any    currently any violations of such permits, licenses, registrations or authorizations.**5.7**Legal Compliance.
Except    as disclosed in Schedule 5.7 hereto, Purchaser, and the conduct and operations of    its business activities, is in substantial compliance with each law (including rules and    regulations thereunder) of any federal, state, local or foreign government, or any    governmental entity, which **(a)
affects    or relates to this Agreement or the transactions contemplated hereby, or**(b)
is    applicable to Purchaser, except for any violation or default which will not have a    material adverse effect on Purchaser, its assets, financial condition or results of    operations.**5.8**Third Party Consents
Except    as disclosed in Schedule 5.8 hereto, no approval or consent of any entity or person    not a party to this Agreement is necessary for the lawful consummation of the transactions    contemplated hereby.**5.9**Capitalization
The    authorized capital stock of Purchaser consists, and will consist as of the Closing Date,    of 100,000 shares of common stock, of which 60,000 shares will be issued and outstanding    on the Date of Closing.  Purchaser has outstanding no warrants, options or other    rights to purchase shares of common stock.**5.10**Articles of Incorporation, Bylaws and Corporate Records.
Copies    of the Articles of Incorporation and bylaws of Purchaser, and all amendments thereof,    certified by the Secretary of Purchaser, which will be delivered to Seller at Closing, are    complete and correct and will not be amended prior to the Closing Date.  The minute    book of Purchaser is substantially complete and correctly reflects all corporate actions    of Purchaser requiring action by the directors or shareholders thereof, and correctly    records all resolutions of the board of directors of Purchaser.  Purchaser will    deliver to Seller copies of minutes of all additional board and shareholder meetings that    occur prior to the Closing Date.**5.11**Appointment of Board Member. 
Purchaser    agrees that as soon as practically possible after the Closing, Purchaser shall cause to be    elected one designee of Seller to serve as a member of Purchaser’s Board of    Directors, without compensation. Such designee, or his or her successor as may be    appointed by Seller, shall continue to serve on the Board for so long as Seller owns at    least five (5%) percent of the outstanding shares of Purchaser’s common stock;    provided that Seller, in its capacity as a Shareholder of Purchaser, exercises its right    to vote and allocates all of its shares for the election of such designee Board member at    each Annual Meeting of the Shareholders. All expenses associated with such member’s    attendance at a Board Meetings share be borne by such member or by Seller.**ARTICLE    VI**CERTAIN    COVENANTS OF THE PARTIES**6.1**Approvals and Consents.
Seller    and Purchaser will work together to attempt to obtain, in writing and without penalty,    cost or charge to either Purchaser or Seller, all necessary approvals and consents    required in order to authorize and approve this Agreement and the related agreements and    to consummate the sale of the Purchased Assets to Purchaser.**6.2**Access to Properties and Records; Inspection.
Purchaser    and its counsel, accountants, agents, employees, independent contractors and other    representatives will be given Seller supervised access during normal business hours to the    Purchased Assets.**6.3**Seller’s Operation of the Purchased Assets.
From    the date of this Agreement to and including the Closing Date, Seller shall (i) not    take or permit any action which would result in any representation or warranty of Seller    becoming incorrect or untrue in any respect, and (ii) maintain, where applicable, all    insurance in effect on the Purchased Assets.**6.4**Notices of Legal Claims.
Purchaser    and Seller will promptly notify each other in writing if Purchaser or Seller receive any    notice, or otherwise become(s) aware, of any action or proceeding instituted or    threatening before any court or governmental agency by any third party to restrain or    prohibit, or obtain substantial damages in respect to this Agreement or any related    agreement or the consummation of the transactions contemplated by such Agreement.**6.5**Further Assurances and Cooperation.
Each    of the Parties will execute and deliver any further instruments or documents, and take all    further action, reasonably requested by the other Party from time to time to carry out the    transactions contemplated by this Agreement and the Related Agreements. In connection    therewith, Seller agrees that after the Closing hereunder, Seller will give full    cooperation to Purchaser (including, without limitation, giving written notice as    requested by Purchaser and referring all telephone inquiries regarding, relating to or in    connection with the Purchased Assets to Purchaser) in order to effect an orderly transfer    of, and assure Purchaser of the continued benefit and full enjoyment of, the Purchased    Assets.**6.6**Taxes.
Seller    shall pay when due all taxes, fees, interest, penalties and amounts due or to become due    in connection with the Purchased Assets and which arose or accrued on or before Closing,    including but not limited to, sales taxes, withholding taxes and all other taxes due and    payable, and Seller shall file any tax returns and all other documents necessary to pay    such amounts. Upon the immediate completion of the Allocation of Purchase Price as    referenced in Section 6.7, Purchaser shall execute and deliver to Seller a completed    Missouri Department of Revenue Sales/Use Tax Exemption Certification (Form149). For those    Purchased Assets which are not tax exempt from Missouri Sales Tax, Seller shall invoice to    Purchaser and Purchaser shall pay to Seller the Missouri sales tax amounts due on    Seller’s sale of the Purchased Assets, such payment to be made by Purchaser to Seller    at Closing. Should the Allocation of Purchase Price be completed subsequent to Closing,    then Purchaser shall pay Seller such sales tax amounts due within three (3) business days    following the completion of the Allocation of Purchase Price. **6.7**Allocation of Purchase Price.
The    Purchase Price for the Purchased Assets shall be allocated as agreed by the parties on or    prior to the Closing Date among the Purchased Assets in accordance with their respective    fair market values (as defined in Accounting Principles Board Opinion No. 16 or applicable    regulations) as of the Closing Date and reflected on Exhibit 6.7 attached hereto.    In connection with the determination of such schedule, the parties shall cooperate with    each other and provide such information as any of them shall reasonably request. The    parties shall (i) each report the federal, state and local and other tax consequences of    the purchase and sale contemplated hereby (including the filing of Internal Revenue    Service Form 8594) in a manner consistent with such allocation schedule and (ii) take no    position in any tax filing, return, proceeding, audit, or otherwise which is inconsistent    with such allocation.**6.8**Bulk Transfer Provisions.
Seller    and Purchaser hereby waive compliance with the provisions of any applicable bulk transfer    law; provided, however, that Seller agrees, except to the extent that any of the    following arise as a result of Purchaser’s failure to pay an Assumed Liability, (i)    to pay and discharge when due or to contest or litigate all claims of creditors which are    asserted against Seller, the Purchased Assets by reason of such noncompliance; (ii) to    indemnify, defend and hold harmless Purchaser from and against any and all such claims in    the manner provided in Article IX; and (iii) to promptly take all necessary action to    remove any lien or encumbrance which is placed on the Purchased Assets by reason of such    noncompliance.**6.9**Covenant Not to Disclose; Non-Competition.**(a)
Seller    acknowledges and agrees that it and its officers, directors and shareholders possess    certain data and knowledge of the Purchased Assets prior to the Closing Date, which are    proprietary in nature, and confidential (the "Confidential Information"). Seller    covenants and agrees that, except as agreed between Seller and Purchaser or as may be    required by law, Seller and its officers, directors and shareholders will not during the    Restriction Period (as defined below) reveal, divulge or make known to any person (other    than Purchaser or Seller) or use for their own account or for the account of any person,    any information relating to Seller’s historical customers, or any confidential or    proprietary methods, record, data, trade secret, pricing policy, bid amount, bid strategy,    rate structure, personnel policy, method or practice of soliciting or obtaining or doing    business, or any other confidential or proprietary information whatsoever relating to the    Purchased Assets or Purchaser, whether or not obtained with the knowledge and permission    of Seller or Purchaser (collectively, the "Confidential Information"). The term    "Restriction Period" for purposes of this Section 6.11 shall mean the period of    two (2) years after the Closing Date.**(b)
In    consideration of the Purchase Price and such other benefits provided herein, Seller hereby    agrees that during the Restriction Period, Seller shall not, directly or indirectly,    without Purchaser’s prior written consent, alone or as a partner or joint venture of    any company or business entity, engage, directly or indirectly, within a one hundred (100)    mile radius of any Business Location in any business which competes with the business    activities of a company or business entity engaged in the contract manufacturing of    electronic printed circuit board assemblies.**6.10**Exclusive Dealing.
Seller    hereby agrees that during the period beginning with the date of execution of this    Agreement by the Parties and continuing until the Closing Date, Seller shall not, directly    or indirectly, through any representative or otherwise, solicit or entertain offers from,    negotiate with, or in any manner encourage, discuss, accept, or consider any proposal from    any other person or entity for the acquisition of the Purchased Assets, in whole or in    part, whether directly or indirectly, through purchase, lease, merger, consolidation,    reorganization, or in any other manner (each a "Prohibited Transaction").**6.11**Post-Closing Inspection Rights.
Purchaser    agrees that all books and records delivered to Purchaser by Seller and retained by    Purchaser shall be open for inspection by representatives of Seller at any time during    regular business hours on or prior to the fifth anniversary of the Closing, and that    Seller may during such period at its expense make such excerpts therefrom as it may deem    desirable. Seller agrees that such documents and materials retained by Seller and that are    related to the Purchased Assets shall be open for inspection by representatives of    Purchaser at any time during regular business hours on or prior to the fifth anniversary    of the Closing and that Purchaser may during such period at its expense make such excerpts    therefrom as it may deem desirable.  **ARTICLE VII **CONDITIONS PRECEDENT    TO CLOSING **7.1**Conditions to    Purchaser’s Obligations.**
Purchaser’s    obligations under this Agreement are subject to the satisfaction or removal on the Closing    Date of each of the following conditions, any or all of which may be removed only in    writing by Purchaser.**(a)
Purchaser    will have obtained the necessary financing from a bank or other third party, including    Seller, to consummate the transactions contemplated herein upon terms reasonably    satisfactory to Purchaser.**(b)
Seller    will have fully complied with this Agreement and will have performed all of Seller’s    obligations under this Agreement and the Related Agreements, and all representations of    Seller in this Agreement or the Related Agreements will be true and complete as of the    date when given and on the Closing Date.**(c)
All    consents, approvals and waivers, including, but not limited to those specified in Articles    IV, V and VI hereof, required by any regulatory or governmental agency, taxing authority    or other third party to consummate the transactions contemplated by this Agreement and the    Related Agreements will have been obtained by Seller and Purchaser and provided to    Purchaser without any penalty or condition which is adverse to Purchaser.**(d)
Purchaser    will have received evidence of the due authorization and execution of this Agreement by    Seller in form and substance satisfactory to Purchaser.**(e)
There    will not have been any material adverse change in the condition of the Purchased Assets,    or any event, which may, in the future, cause such a change, or any pending or threatened    material litigation or other proceeding against the Purchased Assets.**(f)
Purchaser    will have received from Seller, the executed Bill of Sale and Assignment and all other    documents required to be provided by Seller under this Agreement.**7.2**Condition to    Seller’s Obligations.**
Seller’s    obligations under this Agreement are subject to the satisfaction or removal, on the    Closing Date, of the condition, which may be removed only in writing by Seller, that:**(a)
Purchaser    will have fully complied with and performed all of its obligations under this Agreement    and the Related Agreements, and all representations of Purchaser in this Agreement or the    Related Agreements will be true and complete as of the date when given and on the Closing    Date.**(b)
All    consents, approvals and waivers, including, but not limited to those specified in Articles    IV, V and VI hereof, required by any regulatory or governmental agency, taxing authority    or other third party to consummate the transactions contemplated by this Agreement and the    Related Agreements will have been obtained by Seller and Purchaser and provided to Seller    without any penalty or condition which is adverse to Seller.**(c)
Seller    will have received evidence of the due authorization and execution of this Agreement by    Purchaser in form and substance satisfactory to Seller**(d)
There    will not have been any material adverse change in the condition (financial or otherwise)    of Purchaser, or any event which may, in the future, cause such a change, or any pending    or threatened material litigation or other proceeding against Purchaser.**(e)
Seller    will have received from Purchaser, as the case may be, the executed Bill of Sale and    Assignment and all other documents required to be provided by Purchaser under this    Agreement.**ARTICLE VIII**TERMINATION    OF AGREEMENT; EFFECT OF TERMINATION**8.1**Termination.
This    Agreement may be terminated at any time before the Closing as follows:**(a)
By    Purchaser, by notice to Seller, if any of the conditions precedent to Closing set    forth in Section 7.1 hereof have not been satisfied as of the Closing Date or have become    incapable of being satisfied by the Closing Date.**(b)
By    Seller, by notice to Purchaser, if any of the conditions precedent to Closing set    forth in Section 7.2 hereof have not been satisfied as of the Closing Date or have become    incapable of being satisfied by the Closing Date.**(c)
By    any Party, by notice to the others, if the Closing does not take place on or before    May 17, 2004, unless otherwise mutually agreed to in writing by Seller and Purchaser;    provided that a Party will not be entitled to terminate this Agreement pursuant to this    Section 8.1(c) if such Party’s willful breach of this Agreement or any Related    Agreement or intentional misrepresentation under this Agreement or any related agreement    has prevented the Closing from taking place before such date.**8.2**Effect of Termination.
If    this Agreement terminates in accordance with this Article VIII, said Agreement will have    no further force or effect and the Parties shall have no further rights or obligations to    each other hereunder, except such rights or remedies which may be available to a party    under this Agreement, or which may be provided under applicable law, in the event of a    breach of this Agreement by either party.**ARTICLE IX********************************************************************************************************************************************************************************************************************************************************************************************