Teaming Agreement (2003)Full Document 

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                                TEAMING AGREEMENT


       THIS Agreement is made and entered into on February 20, 2003, by and
between GENERAL ATOMICS, hereinafter referred to as the "Prime Contractor,"
and, SatCon Applied Technology, Inc., hereinafter referred to as the
"Subcontractor."

       WHEREAS, the Prime Contractor intends to submit proposals with the
assistance of the Subcontractor to customers worldwide (hereinafter referred to
as the "Customer") for the design, manufacture, installation and testing of
high voltage DC, shipboard power distribution systems, (hereinafter referred to
as the "Program Area") in response to various solicitations, and;

       WHEREAS, the Prime Contractor and the Subcontractor desire to define
their mutual rights and obligations during the period of this Agreement as it
relates to the submittal of said proposals and any subsequent contracts
resulting therefrom, consistent with Federal/State laws governing restraint of
trade or competition as applicable, and consistent with FAR Subpart 9.6,
Contractor Team arrangements.

       NOW THEREFORE, to effectuate the foregoing, the Prime Contractor and the
Subcontractor, in consideration of the mutual covenants hereinafter contained,
agree as follows:

       1.   The proposal will be based on GENERAL ATOMICS being the Prime
            Contractor of any resultant contracts, and SatCon Applied
            Technology, Inc. being a subcontractor to GENERAL ATOMICS for the
            furnishing of professional services and technical support to be
            utilized in the Program Area. The contemplated general description
            of work for the Subcontractor's efforts on the Program Area is
            described in Attachment 1 to this Agreement. However, specific
            descriptions will be prepared for each bidding opportunity as they
            arise.

       2.   The Prime Contractor will prepare and submit proposals for the
            Program Area opportunities with assistance from the Subcontractor in
            technical and cost aspects as they relate to the work defined in the
            specific Attachment 1 to this Agreement which will be applicable to
            the opportunity being bid.

       3.   Unless the Prime Contractor decides that it will not pursue a
            specific opportunity within the Program Area, the Subcontractor
            agrees that it will offer its services exclusively to the Prime
            Contractor and the Prime Contractor agrees that it will utilize such
            services exclusively for the specific opportunity that it decides to
            pursue.

            a.     If the Prime Contractor decides to pursue specific
                   opportunities within the Program Area, it will promptly
                   provide written notice of its decision and offer an exclusive
                   subcontract opportunity to the Subcontractor, in which case
                   the parties agree to negotiate in good faith to develop an
                   equitable arrangement to allocate responsibilities and
                   remuneration for the specific opportunity. Upon agreement by
                   the parties to pursue a specific opportunity, the Prime
                   Contractor shall assign the Subcontractor scope within the
                   Program Area to the Subcontractor as sole


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                   source to the Prime Contractor, contingent upon the
                   conditions stated in Item 6 below.

            b.     The Subcontractor agrees that it will not submit a proposal
                   directly to the Customer on the Program, if the Prime
                   Contractor is pursuing a specific opportunity within the
                   Program Area utilizing Subcontractor's services.
                   Subcontractor further agrees that it will not assist or agree
                   to contract with any other firm or individual pursuing the
                   same specific opportunity within the Program Area if prime
                   Contractor has provided written notice to Subcontractor of
                   its intent to pursue a specific opportunity utilizing
                   Subcontractor's services.

            C.     If the Prime Contractor decides that it will not pursue a
                   specific opportunity in the Program Area, it shall provide
                   notice in writing of its decision to the Subcontractor within
                   15 days of learning of the opportunity or 30 days prior to

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