Negative Pledge Agreement

Exhibit 10.2


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of SEPT.13, 2002, by and among SATCON TECHNOLOGY CORPORATION, SATCON POWER SYSTEMS, INC., SATCON ELECTRONICS, INC., SATCON APPLIED TECHNOLOGY, INC., AND SATCON POWER SYSTEMS CANADA LTD. (individually and collectively, "Borrower") and SILICON VALLEY BANK ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:


1. Except for the granting of non-exclusive licenses or
sublicenses by Borrower in the ordinary course of business,
Borrower has not, and shall not, sell, transfer, assign,
mortgage, pledge, lease, grant a security interest in, or
encumber any of Borrower's Intellectual Property (as defined
below).


2. Borrower has not, and shall not, enter into a negative pledge
agreement, or similar agreement, affecting the rights of the
Intellectual Property with any other party.


3. Bank acknowledges that there may be circumstances where it is
in the mutual interest of Bank and Borrower for Borrower to
license exclusively one of its technologies. If, in the view
of Borrower, such circumstance arises, Borrower shall notify
Bank and advise it of the opportunity. Bank, in the exercise
of its reasonable commercial judgment, will promptly advise
Borrower of its determination with regard to such exclusive
licensing opportunity.


4. It shall be an event of default under the Loan Documents
between Borrower and Bank if there is a breach of any term of
this Negative Pledge Agreement.


5. As used herein,


a. "Intellectual Property" means:


(i) Any and all Copyrights;


(ii) Any and all trade secrets, and any and all
intellectual property rights in computer
software, source code, and computer software
products now or hereafter existing, created,
acquired or held;


(iii) Any and all design rights which may be
available to Borrower now or hereafter
existing, created, acquired or held;


(iv) All Mask Works or similar rights available
for the protection of semiconductor chips;


(v) All Patents;


(vi) Any Trademarks;


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