> **Exhibit 10.18

UQM TECHNOLOGIES, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into as of June 5, 2006, by andbetween **UQM TECHNOLOGIES, INC.** , a corporation organized under the laws of Colorado("Employer"), and William G. Rankin, an adult resident of Golden, Colorado("Executive").
**WHEREAS, Executive is currently a party to an Employment Agreementwith Employer dated December 15, 2003 (the "Old Agreement"); and
**WHEREAS, Executive and Employer wish to replace the Old Agreementwith this Agreement:
**NOW, THEREFORE, in consideration of the mutual promises, covenantsand conditions hereinafter set forth, Employer and Executive agree as follows:

1. **Termination of Old Agreement.** Upon execution of thisAgreement, the Old Agreement is hereby retroactively terminated, effective as of the datehereof.

2. **Employment.** Employer hereby agrees to continue toemploy Executive as its president and chief executive officer and Chairman of the Board ofDirectors for the term of employment set forth herein, and Executive hereby accepts suchemployment, all upon the terms and conditions hereinafter set forth.

3. **Duties.** Executive shall perform the duties assigned tohim by the Board of Directors, subject to the control, supervision and direction of theBoard of Directors.

4. **Performance.** During the term of Executive's employmentunder this Agreement and any renewal thereof, Executive shall devote Executive's bestefforts and full working time and attention exclusively to the performance of the dutieshereunder and to promoting and furthering the business of Employer, and shall not, duringthe term of employment, be engaged in any other business activity for personal pecuniaryadvantage. This paragraph shall not be construed as preventing Executive from investingExecutive's assets in such form or manner as will not require any services on the part ofExecutive in the operation of the affairs of the companies in which such investments aremade, subject to the provisions of Paragraph 17 hereof. Notwithstanding the foregoing,Executive may perform and assume other activities and obligations as the Board ofDirectors shall from time to time approve.

5. **Term of Employment, Expiration and Termination.**
(a) Subject to the provisions of Paragraphs 15 and 16, the term ofemployment of Executive pursuant to this Agreement shall commence on January 1, 2003, andshall continue through December 31, 2010 (the "Original Term of Employment").

(b) Upon expiration of this Agreement, if Employer elects to notcontinue Executive's employment, Employer shall provide Executive notice of such fact andshall pay Executive: a lump sum equal to twenty-four (24) month's salary.

(c) Upon expiration of this Agreement, if Employer elects to continueExecutive's employment without a written employment agreement, Executive's employmentshall be at will, except that Executive's employment may be terminated without cause byEmployer after notice to Executive. Upon such termination Employer shall pay Executive: alump sum equal to twenty-four (24) month's salary. For purposes of this paragraph, therequirement by Employer that Executive relocate Executive’s place of work by adistance greater than 40 miles, shall be considered a termination without cause byEmployer entitling Executive to the benefits hereunder.

(d) On termination of Executive's employment for cause during theOriginal Term of Employment pursuant to Paragraph 15(a), Executive shall receive nofurther salary.

(e) On termination of Executive's employment without cause during theOriginal Term of Employment pursuant to Paragraph 15(c), Employer shall pay Executive alump sum equal to twenty-four (24) months' salary. In the event of a material breach ofthis Agreement by Employer that is not cured after notice from Executive, Executive mayelect to treat such breach as a constructive termination under this subparagraph entitlingExecutive to the benefits hereunder.

(f) On termination of Executive's employment by Executive without causeeither (i) during the Original Term of Employment pursuant to Paragraph 16(b), or (ii)after expiration of the Original Term of Employment if Executive's employment continueswithout written agreement, Employer shall pay Executive a lump sum equal to three (3)month's salary, and Executive shall be entitled to no other severance benefits, except asprovided under Subparagraph 5(k). Notwithstanding the foregoing, if Executive’stermination is under the provisions of Subparagraph 5(h) regarding voluntary retirementafter the age of sixty-two years and six months or after twenty five (25) years ofcontinuous service with Employer, the provisions of this Subparagraph 5(f) shall notbe applicable and the provisions of Subparagraph 5(h) shall control.

(g) If Executive's employment is terminated as a result of a hostileChange in Control (as defined below) of Employer, such termination shall be deemed atermination without cause under the provisions of Paragraph 5(e), except that Executiveshall receive a severance amount equal to twice any amount due under Paragraph 5(e). Anytermination of Executive in contemplation of or within twelve (12) months after suchChange in Control, except a termination for cause under Paragraph 15(a), shall be deemed atermination under this Subparagraph (g). Further, if Executive's position is materiallychanged by Employer in contemplation of or within twelve (12) months after any such Changein Control, including but not limited to, the required relocation by Employer ofExecutive’s place of work by a distance greater than 40 miles, Executive may elect totreat such change as a constructive termination under this subparagraph entitlingExecutive to the benefits hereunder. *"Change of Control"* means theelection of new board members constituting a majority of the directors then in office,which new board members were not nominated by a majority of the directors in office on thedate hereof.

(h) Upon Executive's voluntary retirement after age sixty-two years andsix months (62 1/2) or upon attaining twenty five (25) years of continuous service withEmployer during or upon expiration of the Original Term of Employment, or any extensionthereof, Executive shall receive the severance benefits described under Paragraph 5(e),i.e., as if the severance was a termination without cause by the Employer, provided theexecutive shall continue as the Chairman of the Board of Directors upon his resignation.The amount due shall be paid in three (3) equal installments; one-third (1/3) on the dateof resignation as President and Chief Executive Officer and one/third (1/3) on the firstanniversary date of such resignation and one/third (1/3) on the second anniversary date ofsuch resignation.. In order to exercise his rights under this Subparagraph 5(h),Executive shall provide Employer at least six (6) months’ prior written notice of hisintent to do so.

(i) Upon any termination of Executive, at Executive's election,Employer shall assign to Executive or Executive's designee any life and disabilityinsurance policies or other fringe benefits which may so be assigned. Any continued costof such policies or benefits shall be Executive's responsibility.

(j) Upon the expiration or termination of Executive's employment,Executive or Executive's legal representative upon request shall promptly deliver toEmployer all originals and all duplicates or copies of all documents, records, notebooksand similar repositories of or containing Confidential Information as defined in Paragraph18 then in his possession, whether prepared by Executive or not.

(k) Upon any termination of Executive’s employment under theprovisions of Subparagraphs 5(b), (c), (e), (g) or (h), or Paragraph 10,Executive and his dependent(s) shall be entitled to continue to participate atEmployer’s expense in Employer’s health care and hospitalization plan(s) untilExecutive has reached age 65. Notwithstanding the foregoing, upon the termination ofExecutive’s employment upon attaining twenty five (25) years of continuous servicewith Employer as provided for in Subparagraph 5 (h), unless Executive has also attainedthe age of sixty two and six months (62 1/2), Executive and his dependents shall only beentitled to participate at Employer’s expense in Employer’s health care andhospitalization plan(s) for a period of three (3) months after the termination ofExecutive’s employment. Upon termination of Executive’s employment under theprovisions of Subparagraph 5(f) (regarding termination of Executive’s employmentby Executive without cause), Executive and his dependent(s) shall be entitled to continueto participate at Employer’s expense in Employer’s health care andhospitalization plan(s) for a period of three (3) months after the termination ofExecutive’s employment. Such benefit shall be in addition to, not in lieu of, anyrights provided by law for Executive to continue to participate in Employer’s healthcare and hospitalization plan(s).

6. **Compensation.** For the services to be rendered byExecutive hereunder, Employer agrees to pay Executive during the term of employment, andExecutive agrees to accept:

(a) An annual base salary of $290,000. Executive's annual base salaryshall not be decreased during the Original Term of Employment.

(b) Executive's salary shall be paid in equal semi-monthly installmentson the fifteenth and final day of each month during the term of his employment.

(c) Executive shall receive fringe benefits in accordance withEmployer's policies and practices for employees generally (including, without limitation,participation in any stock option plans, life and disability insurance plans, health careand hospitalization plans, medical and dental reimbursement plans, profit sharing plans,retirement plans and other employee benefit plans) for which Executive is qualified. AtEmployer's expense Executive shall have a medical exam every year. In addition to theforegoing, Executive shall be provided the use of an automobile for combined business andpersonal use. The automobile shall be provided on similar or equivalent terms andconditions as exist for other executives who also may receive this benefit.

(d) During the last quarter of each fiscal year of Employment, Employershall review Executive's performance under this Agreement and establish goals andobjectives for Executive's performance for the next fiscal year. In such review, Employer,in its reasonable discretion, shall consider increasing Executive's salary andcompensation based on relevant factors such as Executive's performance, Employer'saccomplishments, increase or decrease in Executive's responsibilities, and cost of livingincreases. Any salary increases normally are to be effective on January 1 of each year.

(e) Employer has adopted a bonus plan to be administered by itsCompensation Committee and in the Compensation Committee's discretion may award bonusesand stock options to Executive on terms to be determined by the Compensation Committee. 

7. **Working Facilities.** Executive shall be furnished withappropriate office space, secretarial assistance, and such other facilities and servicesas are suitable to Executive's position and adequate for the performance of Executive'sduties.

8. **Expenses.** Employer shall reimburse Executive for allreasonable expenses that Executive incurs in connection with the business of Employer orany of its subsidiaries and in the performance of Executive's duties under this Agreement.Employer shall also reimburse Executive for membership fees and expenses related toExecutive's membership in professional organizations, clubs, societies and groups as maybe approved by the Board of Directors from time to time, subject to such rules,regulations and record-keeping requirements as may be established from time to time by theBoard.

9. **Vacations.** Executive shall be entitled each year to avacation of four (4) weeks, during which time his compensation shall be paid in full.Vacation time accrued during each calendar year must be used by the end of each calendaryear, or will be lost, and will not accrue from one calendar year to the next. Exceptionsto the foregoing non-accrual policy may be provided under terms and conditions approved inwriting by resolution of the Board of Directors or its compensation committee in suchbody's sole discretion based on prolonged extra-ordinary work demands preventingExecutive's timely taking vacation.

10. **Disability.** If Executive is unable to performExecutive's services by reason of illness or incapacity for a period of more than six (6)consecutive months, and subject to the provisions of Paragraph 11, Employer may terminateExecutive's employment. Employer shall receive a credit against Executive's salary for anydisability compensation benefit for the same calendar period received by Executive fromWorker's Compensation or any commercial insurance carrier under Paragraph 11 whileExecutive is employed with the Employer. In the event Executive’s employment isterminated under this Paragraph 10, Executive shall receive the severance benefitsdescribed under Subparagraphs 5(e) and 5(k), *i.e.*, as if the severance was atermination without cause by the Employer, except that the amount due shall be paid in two(2) equal installments, one-half (1/2) on termination and one-half (1/2) on theanniversary date of such termination.

11. **Insurance for the Benefit of Executive.**
(a) Subject to the provisions of Paragraph 6(c), Executive shall becovered by Employer's medical and disability insurance in effect from time to time, thepremiums for which shall be paid for by Employer.

(b) Employer shall at its expense continuously maintain withoutinterruption in the name of Executive or Executive's designee or for the benefit ofExecutive or Executive's designee, life insurance coverage in an amount equal toExecutive's then current salary for three (3) years.

12. **Insurance for the Benefit of Employer.** Employer shallhave the right from time to time to apply for and take out in its name and at its ownexpense, life, health or other insurance upon Executive in any sum or sums which may bedeemed necessary by Employer to protect its interest under this Agreement and Executiveshall do all such things as may be necessary to assist in the procuring of such insuranceby making a proper application therefore as may be required by the insurance company andsubmitting to the usual and customary medical examinations. Executive, in Executive'scapacity as Executive, shall have no right, title or interest in or to such insurance, butthe same shall be solely for the benefit of Employer and any amounts payable thereundershall be solely payable to such Employer.

13. **Death During Employment.** If Executive dies during theterm of his employment under this Agreement, Employer shall pay to the estate of Executivethe compensation which would otherwise be payable to Executive up to the end of the thirdmonth after the month in which his death occurs. If, by that time, Executive's estate hasnot received any proceeds of the insurance provided for in Paragraph 11, Employer shallcontinue Executive's salary hereunder for up to an additional three months, or until suchinsurance proceeds are received, whichever is earlier ("Reimbursable Payments"),provided that Executive's estate shall reimburse Employer for any such ReimbursablePayments made from the proceeds of such insurance.

14. **Representation and Warranty.** Executive represents andwarrants that he is not now, and will not be on the date of commencement of thisAgreement, a party to any agreement, contract or understanding, whether of employment,agency or otherwise, which would in any way restrict or prohibit Executive fromundertaking and performing Executive's duties in accordance with the terms and provisionsof this Agreement.

15. **Termination by Employer.**
(a) Employer may terminate Executive's employment for cause, which isdefined as follows:

i) Fraud, malfeasance, or embezzlement against Employer's assets orconviction of any felony;

ii) Except under circumstances of disability contemplated by theprovisions of Paragraph 10, cessation of Executive's performance of Executive's dutieshereunder or deliberate and substantial failure to perform them in a capable andconscientious manner;

iii) Violation of the provisions of Paragraph 14; or

iv) Deliberate and substantial breach of Executive's materialobligations under any other provision hereof that is not cured within 30 days after noticeto Executive of the breach.

(b) Should the Board of Directors of Employer determine cause exists,as defined in Subparagraph (a), to terminate Executive's employment, prior to terminationfor such cause, Employer shall provide Executive written notice reasonably describing thebasis for the contemplated termination and a two-week period of time in which to respondin writing and in person prior to Employer's final determination of cause. During theperiod between such notice and final determination, the Board may suspend the performanceof Executive's duties under this Agreement and direct Executive's non-attendance at work.However, Executive's right to compensation under this Agreement shall continue through andto any final termination of employment for cause.

(c) Employer may terminate Executive's employment upon three (3) monthsnotice without cause, subject to the applicable provisions of Paragraph 5. During theperiod between such notice and final determination, the Board may suspend the performanceof Executive's duties under this Agreement and direct Executive's non-attendance at work.

16. **Termination by Executive.**
(a) Executive shall have the right to terminate his employment onforty-five (45) days' written notice to Employer of any default by Employer in performingits duties under this Agreement, subject to the provisions of Paragraph 5(e) and providedthat Executive may not terminate his employment if Employer cures the default withinfifteen (15) days after receiving such notice.

(b) Except as provided in Subparagraph 5(h) (requiring six (6)months’ notice in the case of voluntary retirement), Executive may terminateExecutive's employment upon three (3) months notice without cause, subject to theapplicable provisions of Subparagraph 5(f).

17. **Restrictive Covenant.**
(a) Executive agrees and covenants that, without the Board's priorwritten consent and except on behalf of Employer, he will not in any manner, directly orindirectly, own, manage, operate, control, be employed by, participate in, assist or beassociated in any manner with any person, firm or corporation anywhere in the world whosebusiness competes with Employer or any subsidiary of Employer. This covenant shall remainin effect until a date one (1) year after the date Executive's employment is terminatedor, if his employment is terminated pursuant to Paragraph 16(a), until the terminationdate. Notwithstanding any other provision of this Agreement, Executive may own up to threepercent (3 %) of the outstanding stock of a competing publicly traded corporation so longas he takes no other action furthering the business of such corporation.

(b) Until a date one (1) year after the termination date, Executiveshall not (i) solicit any other employee of Employer to leave the employ of Employer, orin any way interfere with the relationship between Employer and any other employee ofEmployer, or (ii) induce any customer, supplier, licensee, or other business relation ofEmployer to cease doing business with Employer, or in any way interfere with therelationship between any customer or business relation and Employer.

18. **Confidentiality.**
(a) Definitions. For purposes of this Agreement, the followingdefinitions shall apply:

i) *"Inventions"* shall mean all inventions,improvements, modifications, and enhancements, whether or not patentable, made byExecutive within the scope of Executive's duties during Executive's employment byEmployer.

ii) *"Confidential Information"* shall mean Employersproprietary know-how and information disclosed by Employer to Executive or acquired byExecutive from Employer during Executive's employment with Employer about Employer'splans, products, processes and services, which Employer protects against disclosure tothird parties. Confidential Information shall not include the Executive's generalknowledge and experience possessed prior to or obtained during his employment withEmployer.

(b) Restrictions on Disclosure.
i) During the period of employment with Employer and thereafter,Executive shall not disclose Confidential Information to any third parties other thanEmployer, its employees, agents, consultants, contractors and designees without the priorwritten permission of Employer, or use Confidential Information for any purpose other thanthe conduct of Employer's business.

ii) The restrictions on disclosure and use set forth herein shall notapply to any Confidential Information which:

A. At the time of disclosure to Executive by Employer is generally    available to the public or thereafter becomes generally known to the public, through no    fault of Executive;

B. Was known by Executive prior to his employment with Employer;

C. Executive at any time receives from a third party not under any    obligation of secrecy or confidentiality to Employer;

D. Employer discloses to a third party not under any obligation of    secrecy or confidentiality to it; and

E. Executive is requested or required to disclose pursuant to a    subpoena or order of a court or other governmental agency, in which case Executive shall    notify Employer as far in advance of disclosure as is practicable.

(c) Obligations Regarding Inventions. Without any royalty or anyother additional consideration to Executive: (i) Executive shall promptly inform Employerof any Inventions by a written report, setting forth the conception and reduction topractice of all inventions; (ii) Executive hereby agrees to assign and assigns to Employerall of his right, title and interest: (1) to any Inventions made during the term of hisemployment by Employer (including without limitation the right to license or sell suchInvention to others), (2) to applications for United States and foreign letters patent,and (3) to United States and foreign letters patent granted upon such Inventions; and(iii) Executive agrees upon request and at the sole cost and expense of Employer to, atall times, do such acts (such as giving testimony in support of his inventorship) andexecute and deliver promptly to Employer such papers, instruments, and documents as fromtime to time may be necessary or useful to apply for, secure, maintaining, reissue, extendor defend Employer's interest in any Inventions or any or all United States and foreignletters patent, so as to secure Employer the full benefits of any Inventions ordiscoveries or otherwise to carry into full force and effect the intent of the assignmentset out in subparagraph 18(c)(ii).

(d) Remedies. Executive acknowledges and agrees that Executive'sdisclosure of any Confidential Information would result in irreparable injury to Employer.Executive acknowledges and agrees that the Confidential Information is non-publicinformation which Employee has expanded substantial time, money and effort to develop andis property considered "Trade Secrets" of Employer within the meaning ofColorado law. Therefore, upon the breach or threatened breach of the covenants in thisparagraph by Executive, Employer shall be entitled to obtain from any court of competentjurisdiction a preliminary and permanent injunction prohibiting such disclosure and anyother equitable relief that the court deems appropriate. In addition, Employer shall beentitled to seek damages.

(e) Any Confidential Information that is directly or indirectlyoriginated, developed or perfected to any degree by Executive during the term of hisemployment by Employer shall be and remain the sole property of Employer.

19. **Resolution of Disputes.** In addition to any otherremedies available to Employer, Employer shall be entitled to specific performance of thecovenants contained in Paragraphs 17 and 18. If either party is successful in enforcingits rights under this Paragraph 19, the unsuccessful party shall reimburse the successfulparty for all of the costs of such enforcement, including but not limited to costs,litigation expenses and reasonable attorneys' fees. Except for an action to interpret orenforce Paragraphs 17 or 18, any controversy or claim arising out of or relating to theinterpretation, alleged breach or enforcement of this Agreement shall be settled byarbitration before a single arbitrator in Denver, Colorado, in accordance with thecommercial rules then in effect of the American Arbitration Association, Colorado RevisedStatutes pertaining to the arbitration of civil disputes. The arbitrator, who shall be aperson experienced in negotiating and making employment agreements and resolvingemployment disputes and in any other pertinent areas of law, shall make reasonablydetailed findings to support any decision and award. The award of the arbitrator shall befinal and binding and may be entered as a judgment in any court of competent jurisdiction.As part of the award in any arbitration or judicial proceedings, the prevailing party maybe awarded its reasonable attorneys' fees, witness fees, expert witness fees and relatedcosts and expenses in the discretion of the arbitrator.

20. **Notices.** All notices under this Agreement shall bedelivered by hand or by registered or certified mail. Notices intended for Executive shallbe addressed to Executive at 21820 Cabrini Blvd., Golden, Colorado 80401. Notices intendedfor Employer shall be addressed to it at 7501 Miller Drive, Frederick, Colorado 80530. Allnotices shall be effective upon actual delivery if by hand, or, if by mail, five (5) daysafter being deposited in the United States mail, postage prepaid and addressed as requiredby this section. Either party may by notice accomplished in accordance with this Paragraph20 change the address to which future notices may be sent.

21. **Miscellaneous Provisions.**
(a) This Agreement contains the entire agreement between the partiesand supersedes all prior agreements and it shall not be amended or otherwise modified inany manner except by an instrument in writing executed by both parties.

(b) Neither this Agreement nor any rights or duties under thisAgreement may be assigned or delegated by either party unless the other party consents inwriting.

(c) Except as otherwise provided herein, this Agreement shall bebinding upon the inure to the benefit of the parties and their respective heirs, personalrepresentatives, successors and assigns.

(d) This Agreement has been entered into in Colorado and shall begoverned by the laws of that state.

(e) In fulfilling their respective obligations under this Agreement andconducting themselves pursuant to it, each party shall act reasonably and in good faith.

If any provisions of this Agreement shall be held to be invalid orunenforceable for any reason, the invalid or unenforceable provision shall be deemedsevered from this Agreement and the balance of this Agreement shall remain in full forceand effect and be enforceable in accordance with its terms.
**IN WITNESS WHEREOF, the parties have executed this Agreement theday and year first above written.
EXECUTIVE:/s/ William G. RankinWilliam G. RankinEmployer:**UQM TECHNOLOGIES, INC.**By: /s/ Donald A. French    its TreasurerDonald A French**********