This Consulting Agreement (the "Agreement") is made as of October 10, 2001 between Beacon Power
Corporation ("BPC") and John Pearson Smith ("Consultant") with respect to services to be performed for BPC
by Consultant. The parties' respective addresses are as set forth below their signature lines.
1. Employment. Commencing on or about the date hereof, BPC will engage Consultant, and they each hereby
accept such engagement upon the terms and conditions in this Agreement.
2. Duties and Services. Consultant will act strictly as an Executive Management Consultant and advisor to BPC
and shall be subject to Internal Revenue Code 1099 tax reporting. Consultant will report and coordinate his
activities with William E. Stanton, President and CEO of BPC.
a. Consultant will be paid $2,000 per day for services rendered to BPC invoiced on a monthly basis, and
b. Consultant will be reimbursed monthly by BPC for all reasonable out-of- pocket expenses.
4. Independent Contractor. Consultant is an independent contractor, is not an agent or employee of BPC, and is
not authorized to act on behalf of BPC. Consultant shall have no authority to bind BPC, and will not hold himself
out to third parties as having such authority. Consultant shall be solely responsible for taxes and other wage
deductions incurred as a result of performing services under this Agreement. Under no circumstances shall
Consultant be considered an employee or agent of BPC.
5. Non-Solicit. Consultant shall not:
a. Induce or attempt to induce any customer, joint venturer, developer, distributor or supplier of BPC to reduce
such person's business with BPC, or
b. Solicit any of BPC's employees to leave the employ of BPC.
6. No Disclosure of Confidential Information. In addition to any provisions contained in the Mutual Non-
Disclosure Agreement between the parties dated July 20, 2001 ("MNDA"), Consultant shall not, at any time
during the Term or thereafter, divulge, use, furnish, app