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                                                                   EXHIBIT 10.44


                                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(s)") 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
                   the due date of the proposal, whichever comes first. In such
                   case, the Subcontractor may pursue the opportunity directly
                   or as a subcontractor to another prime contractor for that
                   opportunity.

       4.   The Prime Contractor shall prepare all proposals and integrate the
            Subcontractor's data therein. The Prime Contractor shall consult
            with the Subcontractor on matters affecting the Subcontractor's
            input to the proposal. When appropriate, the Prime Contractor shall
            afford the Subcontractor the opportunity to review and comment on
            the proposal during its preparation, and the Prime Contractor shall
            evaluate and consider such comments. Subject to the provisions of
            Article 1, as well as other provisions of this Agreement, the Prime
            Contractor shall have the authority and responsibility for proposal
            preparation, submittal and negotiation of contract terms and
            conditions and pricing, provided however, that the Prime Contractor
            shall use good faith efforts to protect the rights and interests of
            the Subcontractor. In support of the Subcontractor's obligations in
            the preparation of the proposal, Subcontractor shall provide the
            Prime Contractor with a complete technical proposal, including all
            required cost or pricing data. However, if the cost or pricing data
            is deemed to be proprietary, it may be provided directly to the U.S.
            Government. When required by applicable regulations, the
            Subcontractor shall provide an executed Certificate of Current Cost
            and Pricing Data. In the event the Prime Contractor is requested to
            make presentations to the Customer, the Subcontractor agrees to
            support such presentations as directed by the Prime Contractor and
            as the presentations relate to the Subcontractor's area of work as
            defined in Attachment 1 to this Agreement.

       5.   The Prime Contractor will recognize and identify the Subcontractor
            in its proposal and use its best efforts to secure Customer approval
            of the use of the Subcontractor the scope of work, as defined in
            Attachment 1 to this Agreement. The Prime Contractor will keep the
            Subcontractor fully advised of any changes that affect the
            Subcontractor's area of responsibility.

       6.   In the event the Prime Contractor is awarded a contract for the
            Program, the Prime Contractor and the Subcontractor agree to
            negotiate in good faith and proceed in a timely manner to conclude a
            mutually acceptable subcontract for supply of the support described
            in the Subcontractor's proposal to the Prime Contractor. In the
            event that negotiations with the Customer result in a substantial
            change in the Subcontractor's responsibilities from that described
            in its proposal to the Prime Contractor, the Subcontractor shall
            have the prior opportunity to consult with the Prime Contractor and

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            review the effect of such change before becoming obligated to
            perform. The Subcontractor shall have the option to decline all or
            part of the award by the Prime Contractor if, in the judgment of the
            Subcontractor, the change of work scope is not in the
            Subcontractor's best interest or creates an undue financial burden
            on the Subcontractor.

       7.   It is understood by the Prime Contractor and the Subcontractor that
            any provisions of the subcontract may be subject to the approval of
            the Customer, regardless of the provisions hereof.

       8.   Limitations on Use of Information:

            A.     The parties anticipate that under this Agreement it may be
                   necessary for either party to disclose to the other
                   information which it considers proprietary, hereinafter
                   referred to as "Information." Information will be exchanged
                   in writing and will be clearly stamped proprietary or a
                   similar mark (or for U.S. Government proposal, Information
                   shall be marked in accordance with FAR 15.413) and shall be
                   addressed to the individual identified in Article I 1 hereto
                   as designated to receive proprietary information. Information
                   disclosed by electronic transmission (e-mail or fax) shall
                   similarly be clearly marked as proprietary. Information
                   disclosed orally to either party by the other shall be
                   confirmed as such in writing by the disclosing party within
                   thirty (30) days of such oral discussions.

            B.     Each of the parties agrees that it will use the same
                   reasonable efforts to protect Information as are used to
                   protect its own proprietary information. Disclosures of
                   Information shall be restricted to those individuals who are
                   directly participating in the proposal and subcontract
                   efforts identified in Articles 1, 2, and 3 hereof.

            C.     Neither party shall reproduce or disclose Information or use
                   it except as follows:

                   (1)    Information furnished by the Subcontractor may be used
                          by the Prime Contractor in performing its obligations
                          under this agreement.

                   (2)    Information furnished by the Prime Contractor may be
                          used by the Subcontractor in performing its
                          obligations under this Agreement.

                   (3)    Information may be used in accordance with any written
                          authorization received from the disclosing party.

            D.     The limitations on reproduction, disclosure, or use of
                   Information shall not apply to, and neither party shall be
                   liable for reproduction, disclosure, or use of Information
                   with respect to which any of the following conditions exist:

                   (1)    If, prior to the receipt thereof under this Agreement,
                          it has been developed independently by the party
                          receiving it, or has been lawfully received from other
                          sources, including the Customer, provided such other
                          source did not receive it due to a breach of this
                          Agreement or any other agreement.

                   (2)    If, subsequent to the receipt thereof under this
                          Agreement, (1) it is published by the party furnishing
                          it or is disclosed by the party furnishing it to
                          others, including the Customer, without restriction,
                          or (ii) it has been lawfully obtained by the party
                          receiving it from other sources, including the
                          Customer, provided such other source did not receive
                          it due to a breach of this or any other


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                          Agreement, or (iii) if Information otherwise comes
                          within the public knowledge or becomes generally known
                          to the public.

            E.     Neither the execution and delivery of this Agreement, nor the
                   furnishing of any Information by either party shall be
                   construed as granting to the party either expressly, by
                   implication, estoppel, or otherwise any license under any
                   invention or patent now or hereafter owned or controlled by
                   the party furnishing the same.

            F.     The Subcontractor agrees that any information provided by the
                   Prime Contractor, which is sub ect to control by the U.S.
                   Government, shall only be utilized subject to the terms and
                   restrictions applicable to its export that the U.S.
                   Government may impose.

            G.     Notwithstanding the expiration of the other portions of this
                   Agreement, the obligations and provisions of this Article 8
                   "Limitations on Use of Information," shall continue for a
                   period of five (5) years from the expiration of this
                   Agreement.

            H.     Each party will designate in writing one or more individuals
                   within its organization as the only point(s) for receiving
                   Information exchanged between the parties pursuant to this
                   Agreement.

       9.   Rights in Inventions:

            Inventions shall remain the property of the originating party. In
            the event of joint inventions, the parties shall establish their
            respective rights by negotiations between them. In this regard, it
            is recognized and agreed that the parties may be required to and
            shall grant license or other rights to each other to inventions,
            data, and information under such standard provisions which may be
            contained in the prime contract and any approved subcontract
            contemplated by this Agreement, provided, however, such license or
            other rights shall not exceed those required by said contract.

       10.  Prior to award of a contract or subcontract, neither party will
            release for publicity, advertising, or other purposes, any
            information concerning the Program without first submitting the
            proposed material to the other party for review and written
            approval, which approval shall not be unreasonably withheld. Each
            party will give full recognition and consideration to the role and
            contributions of the other party in all releases concerning the
            Program that directly pertains to the other party's area of
            responsibility.

       11.  All communication relating to this Agreement shall be directed only
            to the specific person designated to represent the Prime Contractor
            and the Subcontractor on this Program. Each of the parties to this
            Agreement shall appoint one technical and one administrative
            representative. These appointments shall be kept current during the
            period of this Agreement. Communications that are not properly
            directed to the persons designated to represent the Prime Contractor
            and the Subcontractor shall not be


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            binding upon the Prime Contractor or the Subcontractor. All
            technical notices and exchange of proprietary or confidential
            information shall be addressed to:

               GENERAL ATOMICS                   SUBCONTRACTOR
               Mr. James Zgliczynski             Dr. Gary Bayles
                                                   SatCon Applied Technology
               General Atomics                   161 First Street
               P.O. Box 85608                    Cambridge, MA 02142
               San Diego, CA 92186-5608

            All contractual notices shall be addressed to:

               GENERAL ATOMICS                   SUBCONTRACTOR
               Mr. R. B. Perkins                 Mr. William Ahearn
                                                   SatCon Applied Technology
               General Atomics                   161 First Street
               P.O. Box 85608                    Cambridge, MA 02142
               San Diego, CA 92186-5608

       12.  Except for the conditions expressed in the Article 8, "Limitations
            on Use of Information," this Agreement shall automatically expire
            and be deemed terminated coincident with any one of the following
            events or conditions, whichever shall first occur:

            A.     Three years from the effective date of this Agreement.

            B.     Mutual agreement of the parties to terminate the Agreement.

       13.  This Agreement shall apply only to proposals for the Program Area
            and to no other effort undertaken by the Prime Contractor or the
            Subcontractor jointly or separately. This Agreement shall not
            preclude either party from bidding or contracting independently from
            the other on any other Government or industry program, which may
            develop or arise in the general area of business related to this
            Agreement.

       14.  The parties hereto shall be deemed to be independent contractors,
            and the employees or agents of one shall not be deemed to be
            employees or agents of the other.

       15.  This Agreement may not be assigned or otherwise transferred by
            either party, in whole or in part, without the express prior written
            consent of the other party.

       16.  This Agreement contains the entire agreement of the parties and
            cancels and supersedes any previous understanding or agreement
            related to this Program, whether written or oral. All changes or
            modifications to this Agreement must be agreed to in writing between
            the parties.

       17.  Each party to this Agreement will bear its respective costs, risks,
            and liabilities incurred by it as a result of its obligations and
            efforts under this Agreement. Therefore, neither the Prime
            Contractor nor the Subcontractor shall have any right to any
            reimbursement, payment, or compensation of any kind from each other
            because of activities during the period prior to the award and
            execution of any resulting subcontract between the Prime Contractor
            and the Subcontractor for the Program and work described in the
            Agreement.


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       18.  This contract and any dispute arising thereunder shall be governed
            by the laws of the State of California.



GENERAL ATOMICS                          SatCon Applied Technology, Inc.



BY:  /s/ D. I. ROBERTS                   BY: /s/ David B. Eisenhaure
   -----------------------------------      ------------------------------------
   D. I. Roberts                            D. Flodin

TITLE: Senior Vice President             TITLE: Vice President & General Manager
      --------------------------------         ---------------------------------

DATE:           2/20/03                  DATE:           2/20/03
      --------------------------------         ---------------------------------





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                                  ATTACHMENT 1


































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