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                                                                   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;

                           (vii)    Any and all claims for damages by way of
                                    past, present and future infringements of
                                    any of the rights included above, with the
                                    right, but not the obligation, to sue for
                                    and collect such damages for said use or
                                    infringement of the intellectual property
                                    rights identified above;

                           (viii)   All licenses or other rights to use any of
                                    the Copyrights, Patents, Trademarks, or Mask
                                    Works and all license fees and royalties
                                    arising from such use to the extent
                                    permitted by such license or rights; and


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                           (ix)     All amendments, extensions, renewals and
                                    extensions of any of the Copyrights,
                                    Trademarks, Patents, or Mask Works; and

                           (x)      All proceeds and products of the foregoing,
                                    including without limitation all payments
                                    under insurance or any indemnity or warranty
                                    payable in respect of any of the foregoing.

                  b.       "Copyrights" means any and all copyright rights,
                           copyright applications, copyright registrations and
                           like protections in each work of authorship and
                           derivative work thereof, whether published or
                           unpublished and whether or not the same also
                           constitutes a trade secret, now or hereafter
                           existing, created, acquired or held.

                  c.       "Mask Works" means all mask work or similar rights
                           available for the protection of semiconductor chips,
                           now owned or hereafter acquired;

                  d.       "Patents" means all patents, patent applications and
                           like protections including without limitation
                           improvements, divisions, continuations, renewals,
                           reissues, extensions and continuations-in-part of the
                           same.

                  e.       "Trademarks" means any trademark and servicemark
                           rights, whether registered or not, applications to
                           register and registrations of the same and like
                           protections, and the entire goodwill of the business
                           of Borrower connected with and symbolized by such
                           trademarks.

         6.       The laws of the Commonwealth of Massachusetts shall apply to
                  this Agreement. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION
                  WITH ITS PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE
                  JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT
                  JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY
                  ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT WHICH
                  ARISES OUT OF OR BY REASON OF THIS AGREEMENT; PROVIDED,
                  HOWEVER, THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF
                  THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER
                  ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA
                  COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE BANK
                  SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST
                  THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
                  JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN
                  ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE
                  BANK'S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY.

         7.       This Agreement shall become effective only when it shall have
                  been executed by Borrower and Bank.


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         EXECUTED as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first written above.

BORROWER:                                   BANK:

SATCON TECHNOLOGY CORPORATION               SILICON VALLEY BANK


By /s/ DAVID B. EISENHAURE                  By /s/ JOHN K. PECK
   -----------------------------------         --------------------------------
   President or Vice President                 Title: VICE PRESIDENT

By /s/ JOSEPH S. MORAN
   -----------------------------------
   Secretary or Ass't Secretary

Borrower:

SATCON POWER SYSTEMS, INC.


By /s/ DAVID B. EISENHAURE
   ------------------------------------
   President or Vice President

By /s/ JOSEPH S. MORAN
   ------------------------------------
   Secretary or Ass't Secretary

Borrower:

SATCON ELECTRONICS, INC.


By /s/ DAVID B. EISENHAURE
   ------------------------------------
   President or Vice President

By /s/ JOSEPH S. MORAN
   ------------------------------------
   Secretary or Ass't Secretary

Borrower:

SATCON APPLIED TECHNOLOGY, INC.


By /s/ DAVID B. EISENHAURE
   ------------------------------------
   President or Vice President

By /s/ JOSEPH S. MORAN
   ------------------------------------
   Secretary or Ass't Secretary


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Borrower:

SATCON POWER SYSTEMS CANADA LTD.


By /s/ DAVID B. EISENHAURE
   ------------------------------------
   President or Vice President

By /s/ JOSEPH S. MORAN
   ------------------------------------
   Secretary or Ass't Secretary


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