<PAGE>

==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                            --------------------

                                  FORM 10-K/A

                         AMENDMENT NO. 1 TO FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended September 30, 2001

                          Commission file number 1-11512

                            --------------------

                           SATCON TECHNOLOGY CORPORATION
             (Exact name of Registrant as specified in its Charter)

<TABLE>
<S>                                                  <C>
          DELAWARE                                        04-2857552
(State or other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

      161 FIRST STREET,                                         02142
CAMBRIDGE, MASSACHUSETTS                                      (ZIP CODE)
(Address of principal executive offices)
</TABLE>

                            (617) 661-0540
         (Registrant's telephone number, including area code)

    Securities registered pursuant to Section 12(b) of the Act: None.

        Securities registered pursuant to Section 12(g) of the Act

                            TITLE OF CLASS
                     COMMON STOCK, $.01 PAR VALUE

                       --------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. / /

The aggregate market value of the Registrant's Common Stock, $.01 par value
per share, held by non-affiliates of the Registrant was $65,108,176 based on
the last reported sale price of the Registrant's Common Stock on the Nasdaq
National Market as of the close of business on December 31, 2001 ($5.20).
There were 16,539,597 shares of Common Stock outstanding as of April 1, 2002.

==============================================================================

<PAGE>

         This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 2001 is being filed solely for the purpose
of filing financial statements of Beacon Power Corporation in accordance with
the requirements of Rule 3-09 of Regulation S-X.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                              TABLE OF CONTENTS


PART II: FINANCIAL STATEMENTS OF BEACON POWER CORPORATION AND ITS SUBSIDIARY

Independent Auditors' Report

Consolidated Balance Sheets at December 31, 2001 and 2000

Consolidated Statements of Operations for the years ended December 31, 2001,
  2000 and 1999 and for the period May 8, 1997 (date of inception) to December
  31, 2001.

Consolidated Statements of Stockholders' Equity (Deficiency) for the years
  ended December 31, 2001, 2000 and 1999 and for the period May 8, 1997
  (date of inception) to December 31, 2001.

Consolidated Statements of Cash Flows for the years ended December 31,
  2001, 2000 and 1999 and for the period May 8, 1997 (date of inception) to
  December 31, 2001.

Notes to Consolidated Financial Statements

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Beacon Power Corporation:

We have audited the accompanying consolidated balance sheets of Beacon Power
Corporation and subsidiary (the "Company") (a development stage company) as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity (deficiency) and cash flows for each of the
three years in the period ended December 31, 2001 and for the period from May 8,
1997 (date of inception) through December 31, 2001. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Beacon Power
Corporation and subsidiary as of December 31, 2001 and 2000 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 and the period from May 8, 1997 (date of inception)
through December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
March 8, 2002

                                       1

<PAGE>

                     BEACON POWER CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                                2001            2000
                                                                          ----------------------------------
<S>                                                                       <C>                   <C>
Assets
Current assets:
    Cash and cash equivalents                                                 $ 34,601,585      $62,497,102
    Inventory                                                                            -          207,613
    Prepaid expenses and other current assets                                    1,131,065          857,137
                                                                          ----------------------------------
        Total current assets                                                    35,732,650       63,561,852

Property and equipment, net (Note 3)                                             6,188,507        3,417,884
Deposits                                                                             8,292          673,278
Other assets                                                                       201,504           84,992
                                                                          ----------------------------------
Total assets                                                                  $ 42,130,953      $67,738,006
                                                                          ==================================
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                             $ 911,465       $1,728,330
    Accrued compensation and benefits                                              721,130          277,086
    Due to related party (Note 13)                                                  35,532           52,725
    Dividends payable (Note 8)                                                           -        1,159,373
    Other accrued expenses                                                         941,100          981,671
    Current portion of capital lease obligations (Note 4)                          335,145          138,648
                                                                          ----------------------------------
        Total current liabilities                                                2,944,372        4,337,833

Capital lease obligations, net of current portion (Note 4)                         205,352           92,245
Commitments (Note 5)

Stockholders' equity:
    Preferred stock (Note 6)
    Common stock, $.01 par value; 110,000,000 shares
    authorized; 42,770,856 and 42,033,314 shares issued and
    outstanding in 2001 and 2000, respectively                                     427,709          420,333
    Deferred stock compensation                                                   (211,564)      (2,070,659)
    Additional paid-in capital                                                 132,911,256      132,958,758
    Deficit accumulated during the development stage                           (94,146,172)     (68,000,504)
                                                                          ----------------------------------
        Total stockholders' equity                                              38,981,229       63,307,928
                                                                          ----------------------------------
Total liabilities and stockholders' equity                                    $ 42,130,953     $ 67,738,006
                                                                          ==================================
</TABLE>

                 See notes to consolidated financial statements.

                                       2

<PAGE>

                     BEACON POWER CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                Cumulative from
                                                                                                  May 8, 1997
                                                                                                   (Date of
                                                                                                  Inception,)
                                                   Year ended      Year ended     Year ended        through
                                                   December 31,   December 31,    December 31,    December 31,
                                                      2001            2000           1999            2001
                                                ----------------------------------------------------------------
<S>                                             <C>                 <C>            <C>             <C>
Revenue                                                 $      -        $ 50,000       $268,868       $ 551,184

Operating expenses:
 Selling, general and administrative                   8,939,589       4,630,915      1,558,985      17,486,125
 Research and development                             17,627,714      12,714,823      3,506,031      39,664,014
 Loss on sales commitments                                     -          50,974        325,000         375,974
 Depreciation and amortization                         1,323,958         401,013        218,594       2,021,773
                                                ----------------------------------------------------------------
  Total operating expenses                            27,891,261      17,797,725      5,608,610      59,547,886
                                                ----------------------------------------------------------------

Loss from operations                                 (27,891,261)    (17,747,725)    (5,339,742)    (58,996,702)

Other income (expense):
 Interest income                                       2,157,724         747,202         25,118       3,057,969
 Interest expense                                       (303,160)       (370,299)      (356,869)     (1,045,058)
 Other expense                                          (108,971)        (47,216)             -        (156,187)
                                                ----------------------------------------------------------------
  Total other income (expense), net                    1,745,593         329,687       (331,751)      1,856,724
                                                ----------------------------------------------------------------

Net loss                                             (26,145,668)    (17,418,038)    (5,671,493)    (57,139,978)

Preferred stock dividends (Note 8)                             -     (35,796,675)      (916,852)    (36,825,680)

Accretion of redeemable convertible
  preferred stock                                              -         (64,435)       (41,671)       (113,014)
                                                ----------------------------------------------------------------

Loss to common shareholders                         $(26,145,668)  $ (53,279,148)  $ (6,630,016)  $ (94,078,672)
                                                ================================================================

Loss per share - basic and diluted                    $    (0.61)      $  (10.77)     $ (393.52)
                                                ================================================
Weighted-average common shares outstanding            42,550,502       4,946,411         16,848
                                                ================================================
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

                     BEACON POWER CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                                   CLASS A                 CLASS C
                                                PREFERRED STOCK        PREFERRED STOCK             COMMON STOCK
                                             SHARES        AMOUNT      SHARES    AMOUNT        SHARES          AMOUNT
                                         -----------------------------------------------------------------------------
<S>                                      <C>               <C>         <C>       <C>           <C>            <C>
Balance at May 8, 1997 (Date of
  Inception)                                          -    $         -           $      -                -             -

Issuance of founder's shares                                                                     6,750,000        67,500
Issuance of Class A preferred stock           1,125,000      5,000,000

Recapitalization                              3,373,313         67,466                          (6,746,626)      (67,466)

Rounding for fractional shares                                                                          (2)
Issuance of Class C preferred and common
  stock                                                                     6      29,866           13,476           134
Accrual of consulting expense
Repayment of subscription receivable
Net loss                                    -----------------------------------------------------------------------------

Balance, December 31, 1997                    4,498,313      5,067,466      6      29,866           16,848           168

Issuance of Class A preferred stock for
  services                                      120,000        300,000
Issuance of Class A preferred stock for
  services and interest on loans                  4,594         11,485
Dividend on Class D redeemable
  convertible preferred stock
Repayment of subscription receivable
Amortization of deferred consulting
  expense, net
Accretion of redeemable preferred stock
  to redemption value
Net loss                                     -----------------------------------------------------------------------------

Balance, December 31, 1998                    4,622,907      5,378,951      6      29,866           16,848           168

Issuance of Class A preferred stock for
  services                                      145,000        362,500
Dividend on Class D redeemable
  convertible preferred stock
Deferred stock compensation
Amortization of deferred stock
  compensation
Amortization of deferred consulting
  expense, net
Issuance of warrants to holders of Class
  D redeemable convertible preferred stock
Issuance of warrants for bridge loans
Accretion of redeemable preferred stock
  to redemption value
Net loss                                     -----------------------------------------------------------------------------

Balance, December 31, 1999                    4,767,907      5,741,451      6      29,866           16,848           168

Dividends on redeemable convertible preferred stock
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                       <C>              <C>            <C>      <C>          <C>            <C>
Issuance of warrants
Deferred stock compensation
Amortization of deferred stock
  compensation
Accretion of redeemable preferred
  stock to redemption value

Proceeds from stock offering                                                                     9,200,000     92,000

Conversion of Class A
  preferred stock                         (4,767,907)      (5,741,451)                           9,535,814     95,358

Conversion of Class C
  preferred stock                                                        (6)     (29,866)               12
Conversion of redeemable
  convertible preferred stock                                                                    19,823,704    198,237
Deferred consulting

Common stock issuance
  for consulting                                                                                   134,464      1,345

Payment of accrued dividend                                                                        859,330      8,593

Cashless warrant exercise                                                                        1,982,876     19,829

Exercise of stock options                                                                          480,266      4,803
Net loss                                 -----------------------------------------------------------------------------

Balance, December 31, 2000                         -         $      -     -     $      -        42,033,314  $ 420,333

Issuance of stock options
Deferred stock compensation
Amortization of deferred stock
  compensation
Common stock issued through Employee
  Stock Purchase Plan                                                                              54,956         550
Common stock issuance for consulting
Change in option terms for severed
  employees
Exercise of stock options                                                                          682,586      6,826
Net loss                                 -----------------------------------------------------------------------------
Balance, December 31, 2001                          -         $      -    -     $    -          42,770,856  $ 427,709
                                         =============================================================================
</TABLE>

                See notes to consolidated financial statements.

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                  TOTAL
                                            DEFERRED      DEFERRED     ADDITIONAL      STOCK                  STOCKHOLDERS'
                                           CONSULTING      STOCK         PAID-IN    SUBSCRIPTION ACCUMULATED  (DEFICIENCY)
                                            EXPENSE     COMPENSATION     CAPITAL     RECEIVABLE    DEFICIT       EQUITY
                                         ------------------------------------------------------------------------------------
<S>                                      <C>            <C>             <C>       <C>            <C>           <C>
Balance at May 8, 1997 (Date of
  Inception)                             $         -    $      -        $   -     $      -       $       -     $         -

Issuance of founder's shares
                                                                                                      (67,500)           -
Issuance of Class A preferred stock for
 services                                                                       (5,000,000)                              -
Recapitalization                                                                                                         -
Rounding for fractional shares                                                                                           -
Issuance of Class C preferred and common
  stock                                                                                                             30,000

Accrual of consulting expense                 87,500                                                                87,500
Repayment of subscription receivable                                             2,992,492                       2,992,492

Net loss                                                                                           (3,111,381)  (3,111,381)
                                         ------------------------------------------------------------------------------------
Balance, December 31, 1997                    87,500           -            -   (2,007,508)        (3,178,881)      (1,389)

Issuance of Class A preferred stock for
  services                                  (150,000)                                                              150,000
Issuance of Class A preferred stock for
  services and interest on loans                                                                                    11,485
Dividend on Class D redeemable
  convertible preferred stock                                                                        (112,153)    (112,153)
Repayment of subscription receivable                                             2,007,508                       2,007,508
Amortization of deferred consulting
  expense, net                                25,000                                                                25,000
Accretion of redeemable preferred stock
  to redemption value                                                                                  (6,908)      (6,908)

Net loss                                                                                           (4,793,398)  (4,793,398)
                                         ------------------------------------------------------------------------------------

Balance, December 31, 1998                   (37,500)          -            -            -         (8,091,340)  (2,719,855)

Issuance of Class A preferred stock         (125,000)                                                              237,500
Dividend on Class D redeemable
  convertible preferred stock                                                                        (636,852)    (636,852)

Deferred stock compensation                              (65,318)      65,318                                            -
Amortization of deferred stock
  compensation                                             8,670                                                     8,670
Amortization of deferred consulting
  expense, net                                62,500                                                                62,500
Issuance of warrants to holders of Class
  D redeemable convertible preferred stock                            280,000                        (280,000)           -

Issuance of warrants for bridge loans                                 170,000                                      170,000
Accretion of redeemable preferred stock
  to redemption value                                                                                 (41,671)     (41,671)

Net loss                                                                                           (5,671,493)  (5,671,493)
                                         ------------------------------------------------------------------------------------

Balance, December 31, 1999                  (100,000)    (56,648)     515,318            -        (14,721,356)  (8,591,201)

Dividends on redeemable convertible
  preferred stock                                                                                  (1,496,675)  (1,496,675)

Issuance of warrants                                               36,070,366                     (34,300,000)   1,770,366

Deferred stock compensation                           (2,944,649)   2,944,649                                            -
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                      <C>            <C>       <C>                    <C>      <C>          <C>
Amortization of deferred stock
  compensation                                           930,638                                                   930,638
Accretion of redeemable preferred stock
  to redemption value                                                                                 (64,435)     (64,435)
Proceeds from stock offering, net of
  expenses                                                         49,249,537                                   49,341,537

Conversion of Class A preferred stock                               5,646,093                                            -

Conversion of Class C preferred stock                                  29,866                                            -
Conversion of redeemable convertible
  preferred stock                                                  36,496,431                                   36,694,668

Deferred consulting                          598,284                                                               598,284

Common stock issuance for consulting        (498,284)                 496,939                                            -

Payment of accrued dividend                                         1,077,714                                    1,086,307
Cashless warrant exercise                                             (19,829)                                           -

Exercise of stock options                                             451,674                                      456,477

Net loss                                                                                          (17,418,038) (17,418,038)
                                         ------------------------------------------------------------------------------------

Balance, December 31, 2000                         -  (2,070,659) 132,958,758            -        (68,000,504)  63,307,928

Issuance of stock options                                             303,160                                      303,160

Deferred stock compensation                            1,566,906   (1,566,906)                                           -
Amortization of deferred stock
  compensation                                           340,081                                                   340,081
Common stock issued through Employee
  Stock Purchase Plan                                                 109,394                                      109,944

Common stock issuance for consulting                     (47,892)      47,892                                            -
Change in option terms for severed
  employees                                                           346,591                                      346,591
Exercise of stock options                                             712,367                                      719,193

Net loss                                                                                          (26,145,668) (26,145,668)
                                         ------------------------------------------------------------------------------------
Balance, December 31, 2001                       $ -   $(211,564) 132,911,256      $     -       $(94,146,172) $38,981,229
                                         ====================================================================================
</TABLE>

                                       7
<PAGE>

                     BEACON POWER CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                               Cumulative from
                                                                                                                  May 8, 1997
                                                                                                                   (Date of
                                                                                                                    Inception)
                                                                    Year ended       Year ended     Year ended       through
                                                                   December 31       December 31   December 31     December 31
                                                                       2001             2000           1999            2001
                                                         --------------------------------------------------------------------------
<S>                                                                <C>             <C>           <C>                   <C>
Cash flows from operating activities:
 Net loss                                                           $(26,145,668)    $(17,418,038)    $ (5,671,493)    $(57,139,978)
 Adjustments to reconcile net loss to net cash used in
 operating activities:
  Depreciation and amortization                                        1,323,958          401,013          218,594        2,021,773
  Loss on sale of fixed assets                                           108,971           47,416               --          156,387
  Interest expense relating to issuance of warrants                           --          201,000          170,000          371,000
  Non-cash charge for change in option terms                             346,591               --               --          346,591
  Non-cash charge for option issue                                       303,160               --               --          303,160
  Amortization of deferred consulting expense, net                            --          598,284          300,000        1,160,784
  Amortization of deferred stock compensation                            340,081          930,638               --        1,270,719
  Warrants issued for consulting services                                     --        1,569,366               --        1,569,366
  Accrued loss on sales commitments                                           --           50,974          325,000          375,974
  Services and interest expense paid in preferred
  stock                                                                       --               --               --           11,485
 Changes in operating assets and liabilities:
  Inventory                                                              207,613         (207,613)              --               --
  Prepaid expenses and other current assets                             (273,928)        (841,150)           4,320       (1,131,065)
  Accounts payable                                                      (816,865)       1,315,184         (409,577)         911,465
  Accrued compensation and benefits                                      444,044          167,880           41,023          721,130
  Accrued interest                                                            --          111,420          164,140          275,560
  Due to related party                                                   (17,193)          52,725          (18,611)          35,532
  Accrued loss on sales commitments                                           --         (375,974)              --         (375,974)
  Other accrued expenses and current liabilities                         (40,571)         938,449           36,270          949,770
                                                        ---------------------------------------------------------------------------
  Net cash used in operating activities                              (24,219,807)     (12,458,426)      (4,840,334)     (48,166,321)

Cash flows from investing activities:
 (Increase)/decrease in other assets                                     664,986         (683,054)        (110,180)        (175,218)
 Purchases of property and equipment                                  (4,320,064)      (3,019,266)        (350,881)      (7,947,634)
                                                        ---------------------------------------------------------------------------

  Net cash used in investing activities                               (3,655,078)      (3,702,320)        (461,061)      (8,122,852)

Cash flows from financing activities:
 Initial public stock offering, net of expenses                               --       49,341,537               --       49,341,537
 Payment of dividends                                                 (1,159,373)              --               --       (1,159,373)
 Shares issued under Employee Stock Purchase Plan                        109,944               --               --          109,944
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                                                             <C>                  <C>              <C>              <C>
 Exercise of employee stock options                                      719,193          456,477               --        1,175,670
 Issuance of preferred stock                                                  --       28,351,791               --       32,868,028
 Repayment of subscription receivable                                         --               --               --        5,000,000
 Payment on capital leases                                              (186,247)        (126,307)        (105,406)        (490,899)
 Proceeds from capital lease refinancing                                 495,851               --               --          495,851
 Proceeds from notes payable issued to investors                              --          400,000        3,150,000        3,550,000
                                                        ---------------------------------------------------------------------------
  Net cash provided (used) by financing activities                       (20,632)      78,423,498        3,044,594       90,890,758

Increase (decrease) in cash and cash equivalents                     (27,895,517)      62,262,752       (2,256,801)      34,601,585

Cash and cash equivalents, beginning of period                        62,497,102          234,350        2,491,151               --
                                                        ---------------------------------------------------------------------------
Cash and cash equivalents, end of period                            $ 34,601,585     $ 62,497,102     $    234,350     $ 34,601,585
                                                        ===========================================================================
</TABLE>

                 See notes to consolidated financial statements.




                                       9
<PAGE>

                     BEACON POWER CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS AND OPERATIONS

NATURE OF BUSINESS. Beacon Power Corporation (the "Company" or "Beacon") (a
development stage company) was incorporated on May 8, 1997 as a wholly owned
subsidiary of SatCon Technology Corporation ("SatCon"). Since its inception,
Beacon has been engaged in the development of flywheel devices for storing and
transmitting kinetic energy. During the fourth quarter of 2000, the Company
shipped its first seven units. Because the Company has not yet generated a
significant amount of revenue from its principal operations, it is continuing to
be accounted for as a development stage company under Statement of Financial
Accounting Standards No. 7. The Company has a single operating segment,
manufacturing alternative power sources. The Company's organizational structure
has no divisions or subsidiaries dictated by product lines, geography or
customer type.

OPERATIONS. The Company has experienced net losses since its inception and, as
of December 31, 2001, had an accumulated deficit of approximately $94.1 million.
The Company is currently facing the challenge of ongoing development and
refinement of its commercial product. This ongoing research and development is
expected to require significant outlays of capital. As discussed in Note 7,
during the fourth quarter of 2000, the Company completed an initial public
offering of its common stock and raised approximately $49.3 million net of
offering expenses. Management believes that this funding is sufficient to
continue its operations as a going concern through at least December 31, 2002.
During March 2002, in an effort to reduce is monthly cash burn rate, the Company
reduced it headcount by 37%. This action combined with other cost cutting
measures taken earlier will insure the Company has enough cash for the next 24
months.

2.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

ACCOUNTING PRINCIPLES. The accompanying consolidated financial statements have
been prepared using accounting principles generally accepted in the United
States of America.

CONSOLIDATION. The accompanying consolidated financial statements include the
accounts of the Company and its subsidiary Beacon Power Securities Corporation.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

RECAPITALIZATION. The accompanying financial statements reflect a
recapitalization of the Company in 1997 when one shareholder exchanged shares of
common stock for Class A preferred stock.

STOCK SPLIT. The accompanying financial statements reflect a 2-for-1 split of
the Company's common stock, which occurred immediately prior to the
effectiveness of the Company's initial public stock offering. All share and per
share information herein has been retroactively restated to reflect this split.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES. The preparation of consolidated financial statements in
accordance with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

                                       10
<PAGE>

CASH AND CASH EQUIVALENTS. Cash and cash equivalents include demand deposits and
highly liquid investments with maturity of three months or less when acquired.
Cash equivalents are stated at cost, which approximates market value.

INVENTORY. At December 31, 2001, the Company wrote all of its inventory off to
research and development expense as management determined that any inventory on
hand at December 31, 2001 would only be used for development of future products.
At December 31, 2000, inventory consists of raw materials and is carried at the
lower of cost or market utilizing the first-in first-out ("FIFO") method.

EMPLOYEE ADVANCES. During 2001, the Company advanced approximately $785,000 to
three officers of the Company. The officers repaid approximately $152,000 of
these advances during 2001. The advances are expected to be repaid in full by
the officers and are secured by the officers' holdings of Beacon Power
Corporation common stock. The balance is included in prepaid and other assets in
the accompanying consolidated balance sheet. During March 2002, one officer
repaid her balance of $120,000 in full.

PROPERTY AND EQUIPMENT. Property and equipment, including leasehold
improvements, are stated at cost and depreciated using the straight-line method
over the estimated useful lives of the assets.

OTHER ASSETS. Other assets consist of unamortized legal expenses related to
patents and various deposits on long-term assets and on the Company's operating
facility.

LOSS ON SALES COMMITMENTS. When the Company has sales commitments that are firm,
have fixed-prices and the direct costs to manufacture products covered by the
Company's firm sales commitments are in excess of the fixed selling prices,
revenue and cost of revenue on such sales commitments are recorded as deliveries
are made. Direct costs consist of materials and direct labor costs. These
excess costs have been estimated and accrued as losses on sales commitments in
the period in which the sales commitment is made. Estimates of costs to
manufacture products are reviewed and revised periodically and changes in
estimated losses from such revisions are recorded in the accounting period in
which the revisions are made. At December 31, 2001, no estimated losses on sales
commitments are anticipated.

LONG-LIVED ASSETS. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121 long-lived assets to be held and used by the Company
are reviewed to determine whether any events or changes in circumstances
indicate that the carrying value of the asset may not be recoverable. The
conditions considered include whether or not the asset is in service, has become
obsolete, or whether external market circumstances indicate that the carrying
amount may not be recoverable. The Company recognizes a loss for the difference
between the estimated fair value of the asset and the carrying amount. The fair
value of the asset is measured using either available market prices or estimated
discounted cash flows. The Company's analyses indicate that there has been no
impairment of long-lived assets.

REVENUE RECOGNITION. Revenue relates to work performed under research and
development contracts and delivery of units. Revenue is recognized as services
are performed or when products are shipped and all related costs are estimable.

STOCK-BASED COMPENSATION. Compensation expense associated with awards of stock
or options to employees is measured using the intrinsic-value method. Deferred
compensation expense associated with awards to non-employees is measured using
the fair-value method and is amortized over the vesting period of three years
using a calculation under FASB Interpretation No. 28, "Accounting for Stock
Appreciation Rights and Other Variable Stock Option or Award Plans."

INCOME TAXES. Deferred income tax assets and liabilities are determined based on
the differences between the financial reporting and tax bases of assets and
liabilities and tax loss and credit carryforwards using the currently enacted
tax rates and laws. A valuation allowance is provided to the extent realization
of deferred tax assets is not considered more likely than not.

                                       11
<PAGE>

RESEARCH AND DEVELOPMENT. Research and development costs are expensed as
incurred.

FINANCIAL INSTRUMENTS. The carrying amount of cash and cash equivalents,
accounts payable, accrued expenses, notes payable to investors and capital lease
obligations approximate their fair values.

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially subject the
Company to significant concentration of credit risk consist primarily of cash
and cash equivalents. Substantially all of the Company's cash and cash
equivalents are managed by one financial institution. At December 31, 2001 and
2000, the Company had cash balances at a financial institution in excess of
federally insured limits. However, the Company does not believe that it is
subject to unusual credit risk beyond the normal credit risk associated with
commercial banking relationships.

COMPREHENSIVE LOSS. Comprehensive loss is the same as net loss for all periods
presented.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 will apply to all
business combinations that the Company enters into after June 30, 2001, and
eliminates the pooling-of-interests method of accounting. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001. Under the new
Statements, goodwill and intangible assets deemed to have indefinite lives will
no longer be amortized but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives. The Company does not expect adoption of this
statement to have a material impact on its financial position or results of
operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supercedes SFAS No. 121. SFAS No. 144
further refines the requirements of SFAS No. 121 that companies (1) recognize an
impairment loss only if the carrying amount of a long-lived asset is not
recoverable based on its undiscounted future cash flows and (2) measure an
impairment loss as the difference between the carrying amount and fair value of
the asset. In addition, SFAS No. 144 provides guidance on accounting and
disclosure issues surrounding long-lived assets to be disposed of by sale. The
Company does not expect adoption of this statement to have a material impact on
its financial position or results of operations.

LOSS PER SHARE - BASIC AND DILUTED. Basic loss per share has been computed using
the weighted-average number of shares of common stock outstanding during each
period. Diluted loss per share was computed in the same manner. At December 31,
2001, the impact of the Company's outstanding potential common shares, including
options and warrants (computed using the treasury stock method) totaling 671,504
shares, were excluded from the calculation because such items were antidilutive.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                  Estimated
                                                                   Useful
                                                                    Lives          2001            2000
                                                               ----------------------------------------------
<S>                                                              <C>              <C>              <C>
Machinery and equipment                                            5 years        $ 1,996,711      $ 694,486
Furniture and fixtures                                             7 years            733,018         54,433
Service vehicles                                                   5 years             63,792              -
Office equipment                                                   3 years          2,030,653      1,217,263
Leasehold improvements                                           Lease term         2,072,577      1,489,569
Equipment under capital lease obligations                        Lease term         1,081,726        535,450
                                                                              -------------------------------
    Total                                                                           7,978,477      3,991,201
Less accumulated depreciation and amortization                                     (1,789,970)      (573,317)
                                                                              -------------------------------
    Property and equipment, net                                                    $6,188,507    $3,417, 884
                                                                              ===============================
</TABLE>

                                       12
<PAGE>

4. CAPITAL LEASE OBLIGATIONS

The Company leases equipment under capital lease agreements expiring through
January 2003. Future obligations under such capital leases as of December 31,
2001 are as follows:

<TABLE>
<S>                                                     <C>
2002                                                         $ 367,696
2003                                                           217,761
                                                        ---------------
                                                               585,457
Less amount representing interest                              (44,960)
                                                        ---------------

                                                               540,497
Less current portion of capital lease obligations             (335,145)
                                                        ---------------
Capital lease obligations, excluding current portion         $ 205,352
                                                        ===============
</TABLE>

5. COMMITMENTS

The Company leases office and light manufacturing space under an operating lease
through September 30, 2007 and has an operating lease for certain office
equipment which expired October 2001. At December 31, 2001, the Company has
provided the lessor with an irrevocable letter of credit in the amount of
$400,454. This letter of credit is secured by a cash deposit.

Future minimum annual lease payments under non-cancelable operating leases as of
December 31, 2001 are as follows:

<TABLE>
             <S>                  <C>
                2002               $461,622
                2003                490,675
                2004                490,675
                2005                500,359
                2006                529,413
             Thereafter            $397,059
</TABLE>

Total rent expense was $567,239, $473,576 and $199,405, during 2001, 2000 and
1999, respectively.

6. PREFERRED STOCK

As a result of the initial public offering of the Company's common stock and the
conversion of all outstanding shares of all classes of the preferred stock, the
Company amended its charter and cancelled all its classes of preferred stock.
The Company then added a new class of preferred stock that can be issued in the
future by filing a

                                       13
<PAGE>

Certificate of Designations with the specific terms as set by its Board of
Directors. At December 31, 2001 and 2000, there are 10 million shares of
preferred stock authorized with none outstanding.

7. COMMON STOCK

INITIAL PUBLIC OFFERING. During the fourth quarter of 2000, the Company sold
9,200,000 shares of its common stock, inclusive of the underwriters' over
allotment, at an initial public offering price of $6 per share. Net proceeds to
the Company as a result of the stock offering totaled approximately $49.3
million reflecting gross proceeds of $55.2 million net of underwriter
commissions of approximately $3.9 million and other estimated offering costs of
approximately $2.0 million.

RESERVED SHARES. At December 31, 2001, 13,839,129 shares of common stock were
reserved for issuance under the Company's stock option plan and outstanding
warrants.

8. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCK WARRANTS

CLASS D REDEEMABLE CONVERTIBLE PREFERRED STOCK AND CLASS D STOCK WARRANTS. Prior
to its initial public offering, the Company's capital structure included Class D
redeemable convertible preferred stock ("Class D Stock"). All outstanding shares
of the Class D Stock plus accrued dividends were either converted into shares of
common stock during the initial public offering or were paid in cash in February
2001. After the initial public offering, the Company amended its charter and
cancelled all its Class D Stock.

Under the conditions of the Class D Stock offering, the Company issued warrants
in October 1999 to three investors to purchase 772,500 shares of common stock at
$1.67, 772,500 shares of common stock at $2.25, and 772,500 shares of common
stock at $3.00 (the "October 1999 warrants"). The estimated fair value of the
warrants at the date of their issuance was $280,000. Upon issuance of the
warrants, this amount was recorded as a dividend to the holders of the Class D
Stock and credited to additional paid-in-capital. These warrants expire December
31, 2004.

Additional warrants were issued under the Class D Stock agreement during April
2000 to three investors to purchase 712,500 shares of common stock at $1.67 per
share, 712,500 shares of common stock at $2.25 per share, and 712,500 shares of
common stock at $3.00 per share. Upon issuance of these warrants, the Company
recorded a dividend of approximately $1,300,000 for the fair market value of
these warrants based on the Black-Scholes option pricing model. These warrants
expire December 31, 2004.

In December 2000, an investor exercised a portion of its warrants, in a cashless
transaction, to purchase 300,000 shares of the Company's common stock at $1.67,
300,000 shares of the Company's common stock at $2.25 and 300,000 shares of the
Company's common stock at $3.00 per share. Net shares issued totaled 608,843.

CLASS E REDEEMABLE CONVERTIBLE PREFERRED STOCK AND CLASS E STOCK WARRANTS. Prior
to its initial public offering, the Company's capital structure included Class E
redeemable convertible preferred stock ("Class E Stock"). All outstanding shares
of the Class E Stock plus accrued dividends were either converted into shares of
common stock during the initial public offering or were paid in cash in February
2001. After the initial public offering, the Company amended its charter and
cancelled all its Class E Stock.

In conjunction with the issuance of the Senior Notes in August 1999, the Company
issued warrants to four investors to purchase 315,000 shares of Class E Stock at
an exercise price of $2.50 per share (the "August 1999 warrants"). The estimated
fair value of these warrants at the date of grant was $170,000. This amount was
recorded as a discount on the Senior Notes and was charged to interest expense
in 1999, as the Senior Notes were demand notes. These warrants were to expire on
August 2, 2004.

In conjunction with the Class E Stock conversion, warrants to purchase 315,000
shares, issued in conjunction with the issuance of the Senior Notes in August
1999, were cancelled. In exchange, warrants to purchase 306,535 shares of Class
E Stock at $2.50 per share were issued. These warrants expire April 7, 2005. The
estimated fair market value of these warrants was approximately $344,000. Since
these warrants replaced the August 2, 1999 warrants,

                                       14
<PAGE>

the amount allocated to the August 1999 warrants have been reallocated to Class
E Stock Warrants and the remaining $174,000 was charged to interest expense in
the year ended December 31, 2000. As a result of the initial public stock
offering by the Company in the fourth quarter of 2000, the holders of the
warrants are now entitled to purchase 613,070 shares of the Company's common
stock instead of the Class E Stock.

In December 2000, an investor exercised its 102,398 of its warrants, in a
cashless transaction, to purchase 84,433 shares of the Company's common stock.

CLASS F REDEEMABLE CONVERTIBLE PREFERRED STOCK AND CLASS F STOCK WARRANTS. Prior
to its initial public offering, the Company's capital structure included Class F
redeemable convertible preferred stock ("Class F Stock"). All outstanding shares
of the Class F Stock plus accrued dividends were either converted into shares of
common stock during the initial public offering or were paid in cash in February
2001. After the initial public offering, the Company amended its charter and
cancelled all its Class F Stock.

In conjunction with the issuance of the Class F Stock, the Company issued
warrants to seven investors to purchase 6,333,333 shares of its common stock at
an exercise price of $2.25. The estimated fair value of the warrants at the date
of their issuance was $33,000,000. This amount was recorded as a dividend to the
holders of the Class F Stock and credited to additional paid-in-capital during
2000. These warrants expire on May 23, 2005. During December 2000, two investors
exercised 1,884,800 of their warrants, in a cashless transaction, to purchase
1,289,600 shares of the Company's common stock.

CONSULTANT WARRANTS. The Company issued warrants to two consultants that are
exercisable for an aggregate of 70,000 shares of its common stock at an exercise
price of $6.00 per share. The holder of one of these warrants to purchase 50,000
shares of common stock may exercise its warrant at any time prior to January 31,
2002. None of these warrants were exercised prior to January 31, 2002 and the
warrants have expired. The holder of the other warrant to purchase 20,000 shares
of common stock may exercise its warrant at any time prior to August 2, 2005.
These warrants were fully vested upon the issuance and the Company recorded a
charge to consulting expense of $213,861.

On October 24, 2000, the Company issued 240,000 warrants to an investor at an
exercise price of $2.10 per share in conjunction with an agreement by an
affiliate of that investor to provide the Company with technical expertise. One
half of the warrants vest immediately, the remainder vest as services are
utilized. During the fourth quarter of 2000, the company recorded a charge to
consulting expense for $1,355,505 to recognize the fair market value of the
vested warrants. The Company has deferred the remaining warrants and will
revalue the amount and record additional expense as necessary in future quarters
as the remaining services are provided. Deferred compensation relating to these
warrants was approximately $150,000 and $1,100,000 at December 31, 2001 and
2000. The agreement terminates and any unvested options are forfeited on
November 1, 2003.

All warrants were valued on the date of grant using the Black-Scholes (common
stock) or the Binary Option Pricing Model (preferred stock). The assumptions
used to value these warrants were as follows:

<TABLE>
<CAPTION>
                                                         April                 August     October
                                                         2000        2000       1999        1999        1997
                                                       Warrants    Warrants   Warrants    Warrants    Warrants
                                                     ------------------------------------------------------------
<S>                                                  <C>           <C>        <C>        <C>         <C>
Risk-free interest rate                                 6.15%        6.5%       5.62%      5.86%       6.25%
Expected life of warrant                              12 months    Various    30 months  27 months   24 months
Expected dividend payment rate, as a percentage
of the stock price on the date of grant                   0%          0%         0%          0%          0%
Assumed volatility                                       73%         100%        60%        60%         48%
</TABLE>

                                       15
<PAGE>

9. STOCK OPTIONS

The Company's option plans provide for the granting of stock options to purchase
up to 9,000,000 shares of the Company's common stock. Options may be granted to
employees, officers, directors and consultants of the Company with terms of up
to 10 years. Under the terms of the option plans, incentive stock options
("ISOs") are to be granted at fair market value of the Company's stock at the
date of grant, and nonqualified stock options ("NSOs") are to be granted at a
price determined by the Board of Directors. ISOs and NSOs generally vest ratably
over 36 months from the grant date and have contractual lives of up to 10 years.

Stock option activity since inception is as follows:

<TABLE>
<CAPTION>
                                                      Weighted-    Weighted-
                                                       Average      Average
                                         Number of     Exercise      Fair
                                           Shares       Price        Value
                                       ----------------------------------------
<S>                                    <C>             <C>          <C>
Outstanding at inception                            -
    Granted                                   647,874  $  0.89      $     0.35
                                       ----------------------------------------

Outstanding, December 31, 1997                647,874     0.89
    Granted                                   199,126     0.89            0.38
    Canceled, forfeited or expired            (10,000)    0.89
                                       ----------------------------------------

Outstanding, December 31, 1998                837,000     0.89
    Granted                                 1,467,000     0.89            0.40
    Canceled, forfeited or expired           (295,688)    0.89
                                       ----------------------------------------

Outstanding, December 31, 1999              2,008,312     0.89
    Granted                                 3,443,688     3.15            1.78
    Exercised                                (480,266)    0.89
    Canceled, forfeited or expired           (238,694)    2.37
                                       ----------------------------------------

Outstanding, December 31, 2000              4,733,040   $ 2.50
    Granted                                 2,361,007   $ 2.94            1.93
    Exercised                                (682,586)  $ 1.05
    Canceled, forfeited or expired         (1,561,560)  $ 4.07
                                       ----------------------------------------
Outstanding, December 31, 2001              4,849,901   $ 2.37
                                       ========================================
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 2001:

<TABLE>
<CAPTION>
                                                                                       Vested
                                            Weighted-                        -----------------------------
                                              Average         Weighted-                          Weighted-
                              Number        Remaining           Average                            Average
                          of Options      Contractual          Exercise           Number          Exercise
Exercise Price           Outstanding             Life             Price       of Options             Price
----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                 <C>             <C>                <C>
         $0.89             2,082,696             8.92             $0.89          856,363             $0.89
 $1.78 - $2.50             1,320,396             8.70             $2.23          571,945             $2.33
 $3.10 - $4.10               774,000             9.37             $3.49          654,001             $3.31
 $5.10 - $5.27               327,674             9.05             $5.64           71,009             $5.11
 $6.00 - $7.22               271,635             9.05             $6.34          105,476             $6.27
 $9.25 - $9.31                73,500             9.10             $9.26            8,333             $9.31
</TABLE>

                                       16
<PAGE>

Included in the above schedules are grants of 160,000 and 162,000 options made
to non-employee consultants in 2000 and 1999, respectively.

As described in Note 2, the Company uses the intrinsic-value method to measure
compensation expense associated with grants of stock options to employees. If
the Company had used the fair value method to measure compensation, reported net
loss would have been as follows:

<TABLE>
<CAPTION>
                                                  Year ended       Year ended      Year ended
                                                  December 31      December 31     December 31
                                                     2001             2000            1999
                                               -----------------------------------------------------------
<S>                                            <C>                 <C>             <C>
Net loss to common shareholders as reported       $ (26,145,668)   $ (53,279,148)  $ (6,630,016)
Net loss--pro forma                                 (28,753,668)     (54,175,173)    (7,154,362)
Loss per share--as reported                       $       (0.61)   $      (10.77)  $    (393.52)
Loss per share--pro forma                         $       (0.68)   $      (10.95)  $    (424.64)
</TABLE>

The fair value of the options on their grant date was measured using the
Black-Scholes option-pricing model. Key assumptions used to apply this
option-pricing model are as follows:

<TABLE>
<CAPTION>
                                                           2001             2000            1999
                                                     --------------------------------------------------
<S>                                                    <C>             <C>                 <C>
Risk-free interest rate                                3.0% - 6.25%    6.25% and 6.5%        6.0%
Expected life of option                                  1-3 years         3 years         3 years
Expected dividend payment rate, as a percentage of
the stock price on the date of grant                        0%               0%               0%
Assumed volatility                                      100% - 135%         100%             60%
</TABLE>

The option-pricing model used was designed to value readily tradable stock
options with relatively short lives. However, management believes that the
assumptions used to value the options and the model applied yield a reasonable
estimate of the fair value of the grants made under the circumstances (see also
Note 13).

10. EMPLOYEE STOCK PURCHASE PLAN

On October 15, 2000 the Company adopted an Employee Stock Purchase Plan (the
"Plan") under which eligible employees are able to purchase shares of the
Company's Common Stock at 85% of the market value at the date of the start of
each six month option period or the end of such period, whichever is lower.
Under the provisions of the Plan up to 1,000,000 shares are authorized. Shares
purchased under the Plan in 2001 totaled 54,956 and the weighted

                                       17
<PAGE>

average grant date fair value of the shares purchased was $2.00. No shares were
issued under this Plan during the year ended December 31, 2000. There are
945,044 shares available under the Plan at December 31, 2001.

11. INCOME TAXES

    The components of the provision (benefit) for income taxes consisted of the
following:

<TABLE>
<CAPTION>
                                                                                         Cumulative from
                                                                                           May 8, 1997
                                                                                             (Date of
                                         Year ended       Year ended      Year ended      Inception) to
                                        December 31,     December 31,     December 31,     December 31,
                                            2001            2000            1999               2001
                                      -------------------------------------------------------------------
<S>                                   <C>                <C>             <C>             <C>
State - current                           $     17,156              -              -        $     17,156
Federal--deferred                           (9,919,839)   $ (5,115,236)  $ (1,995,158)       (19,663,058)

State--deferred                             (1,679,472)       (993,055)      (352,087)        (3,489,230)

Increase in valuation allowance             11,599,311       6,108,291      2,347,245         23,152,288
                                      -------------------------------------------------------------------
Provision (benefit) for income taxes      $     17,156        $     -     $        -        $     17,156
                                      ===================================================================
</TABLE>

A reconciliation of the statutory federal rate to the effective rate for all
periods is as follows:

<TABLE>
         <S>                                                    <C>
         Statutory federal rate benefit                             (34)%
         State, net of federal effect                                (6)
         Valuation allowance provided                                40
                                                                -------
         Effective rate                                              --%
                                                                =======
</TABLE>

         The components of the Company's deferred tax assets and liabilities
consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                             2001           2000
                                                  -----------------------------------
<S>                                               <C>                   <C>
Long-term assets:
    Net operating loss carryforwards                    $ 20,279,512     $ 10,403,206
    Research and development credits                       2,208,080        1,017,264
    Loss on sales commitments                                      -                -
    Other                                                    664,696          132,507
                                                  -----------------------------------

Net deferred tax assets before valuation allowance        23,152,288       11,552,977
Less valuation allowance                                 (23,152,288)     (11,552,977)
                                                  -----------------------------------
Net deferred tax assets                                 $         -      $          -
                                                  ===================================
</TABLE>

The valuation allowance increased by $11,599,311 in 2001 and $6,108,291 in 2000,
primarily due to the generation of net operating loss carryforwards and credits
for which realization is not reasonably assured.

                                       18
<PAGE>

The Company has available for future periods federal and state tax net operating
loss carryforwards for federal and state purposes of approximately $50,652,000
and $51,024,000, respectively, as of December 31, 2001. In addition, the Company
has business credits of approximately $1,378,000 and $830,000 for federal and
state purposes, respectively as of December 31, 2001. The net operating loss
carryforwards expire beginning in 2012 and 2002 for federal and state tax
purposes, respectively. The federal research and development credits begin to
expire in 2012. The Company did not pay any income taxes from inception to
December 31, 2001.

Under the provisions of the Internal Revenue Code, certain substantial changes
in the Company's ownership may have limited, or may limit in the future, the
amount of net operating loss carryforwards which could be utilized annually to
offset future taxable income and income tax liabilities. The amount of any
annual limitation is determined based upon the Company's value prior to an
ownership change.

12. BENEFIT PLAN

In 1998, the Company created a 401(k) Profit Sharing Plan (the "Plan") for its
full-time employees. Each participant in the Plan may elect to contribute a
percentage of his or her annual compensation to the Plan on a pre-tax basis up
to the annual limit established by the Internal Revenue Service. The Company
matches employee contributions at a rate of 50% up to the first 6% of the
employee's contributions. The Company may also elect to make a profit-sharing
contribution at the discretion of the Board of Directors. Employee contributions
are fully vested. Company matching and profit sharing contributions vest 20%
after two years of service consisting of at least 1,000 hours per calendar year
and 20% annually thereafter. Company contributions were $189,883, $102,085 and
$41,963 during 2001, 2000 and 1999, respectively.

13. RELATED PARTY TRANSACTIONS

CONSULTING AGREEMENTS. The Company entered into consulting agreements with three
investors. The contracts were seven-year agreements, renewable annually
thereafter, for consulting services to be provided by the investors in exchange
for annual issuances of shares of the Company's Class A Stock. During 2000, 1999
and 1998, $586,000, $300,000 and $175,000, respectively, was recorded as
consulting expense relating to these agreements, and 67,232 (ultimately 134,464
shares of common stock), 145,000 and 120,000 shares of Class A Stock in 2000,
1999 and 1998, respectively, were issued as compensation under these contracts.
Prepaid and accrued consulting expenses have been recorded annually, based on
the terms and dates of the consulting agreements. The services provided by the
investors were recorded based upon the value of the securities issued. These
contracts all expired upon the completion of the initial public offering of the
Company's common stock in November 2000.

PATENTS. The Company has entered into an agreement with SatCon whereby SatCon
granted the Company a perpetual license to use the technology patented by SatCon
relating to the field of flywheel energy storage products, systems and processes
for stationary terrestrial applications.

SERVICES AGREEMENTS. Through 2000, SatCon performed certain research and
development, administrative and other services for the Company. Amounts paid to
SatCon for such services amounted to approximately $551,000, $59,000 and
$2,404,000 during 2000, 1999 and the period from inception to December 31, 2001,
respectively. No amounts were payable to SatCon relating to such services at
either December 31, 2001 or 2000.

INVENTORY. The Company used SatCon to perform certain engineering and other
processing tasks on certain of the electrical components of its product. This
was discontinued during 2001, with the Company's next generation electronics. As
such, the Company had no inventory at SatCon for processing at December 31,
2001. At December 31, 2000, the Company had $153,500 of its inventory at SatCon
for processing. The Company had payables to SatCon for electronic component
purchases totaling $35,532 and $52,725 at December 31, 2001 and 2000,
respectively.

DISTRIBUTION AGREEMENT. In 1997, the Company signed a 20-year agreement which
granted an investor exclusive rights to distribute certain of the Company's
products in a territory comprised of seven Mid-Atlantic states and the

                                       19
<PAGE>

District of Columbia. However, the Company retained the right to distribute
products directly to cable television and telephone companies.

14. SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended December 31, 2001, 2000 and 1999, cash paid for interest
was approximately $34,000, $370,000 and $184,000, respectively.

During the year ended December 31, 2001, 2000 and 1999, cash paid for taxes was
approximately $1,600, $1,800 and $500, respectively.

During 2001, 2000 and 1999, the Company acquired assets totaling $0, $281,034
and $0 of assets with capital leases.

During the year ended December 31, 2001, the Company recorded a decrease in
deferred compensation from the issuance of non-qualified stock options to third
parties of $1,580,352. This was offset by a charge to additional paid in
capital. During 2000, the Company recorded an increase in deferred compensation
from the issuance of non-qualified stock options to third parties of $1,844,649.
This is offset by a credit to additional paid in capital.

During 2000, the Company converted its bridge notes of $3,550,000 and accrued
interest on those notes totaling $275,560 into Class E redeemable convertible
preferred stock.

In April 2000, the Company cancelled certain warrants that were issued in
conjunction with the Class E Preferred stock. This resulted in a charge to
Additional Paid in Capital of $170,000.

As a result of its initial public stock offering during the fourth quarter of
2000, the Company converted 4,767,907 shares of its Class A Preferred Stock into
9,535,814 shares of its common stock.

As a result of its initial public stock offering during the fourth quarter of
2000, the Company converted 6 shares of its Class C preferred stock into 12
shares of its common stock.

As a result of its initial public stock offering during the fourth quarter of
2000, the Company converted all of its outstanding shares of its Class D, E and
F redeemable convertible preferred stock into 19,823,704 shares of its common
stock.

During 2000, the company paid dividends on its redeemable convertible preferred
stock totaling $1,086,307 through the issuance of 859,330 shares of its common
stock.

As a result of its initial public stock offering during the fourth quarter of
2000, the Company paid accrued consulting expense totaling $498,284 with 134,464
shares of its common stock.

In December 2000, the Company issued 1,982,876 shares of its common stock as a
result of two holders of the Company's warrants exercising a portion of their
warrants in a cashless exercise transaction.

During 1999 the Company issued warrants valued at $450,000 in conjunction with
certain financing arrangements.

During 1999 the Company issued non-qualified stock options valued at $65,318 for
certain consulting agreements.

15. QUARTERLY RESULTS (UNAUDITED)

In management's opinion, this unaudited information includes all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the information for the quarters presented. The operating
results for any quarter are not necessarily indicative of results for any future
quarters.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                                          2001
                                                              First              Second              Third             Fourth
                                                             Quarter             Quarter            Quarter           Quarter
                                                           ------------------------------------------------------------------------
<S>                                                        <C>                 <C>                 <C>                <C>
Revenue                                                    $         --        $         --        $         --        $         --
Loss from operations                                         (6,296,072)         (6,869,317)         (8,063,401)         (6,662,471)
Net loss                                                   $ (5,799,436)       $ (6,302,084)       $ (7,588,410)       $ (6,455,738)
Loss per share - basic and diluted                         $      (0.14)       $      (0.15)       $      (0.18)       $      (0.15)
Weighted-average common shares
outstanding                                                  42,169,642          42,523,462          42,739,635          42,760,695
</TABLE>

<TABLE>
<CAPTION>
                                                                                          2000
                                                              First              Second              Third             Fourth
                                                             Quarter             Quarter            Quarter           Quarter
                                                           ------------------------------------------------------------------------
<S>                                                        <C>                 <C>                 <C>                <C>
Revenue                                                    $         --        $         --        $         --        $     50,000
Loss from operations                                         (2,893,697)         (2,295,054)         (4,582,851)         (7,976,123)
Net loss                                                   $ (3,018,735)       $ (2,526,898)       $ (4,247,082)       $ (7,625,323)
Loss per share - basic and diluted                         $    (179.17)       $     (73.39)       $     (34.74)       $      (0.39)
Weighted-average common shares
outstanding                                                      16,848              34,430             122,269          19,504,373
</TABLE>

                                           21

<PAGE>

                               PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Annual Report on Form
10-K/A:

1. CONSOLIDATED FINANCIAL STATEMENTS OF BEACON POWER CORPORATION AND ITS
SUBSIDIARY:

Consolidated Balance Sheets as of December 31, 2001 and 2000

Consolidated Statements of Operations for the years Ended December 31, 2001,
2000 and 1999 and for the period May 8, 1997 (date of inception) to December
31, 2001.

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) for
the years Ended December 31, 2001, 2000 and 1999 and for the period May 8,
1997 (date of inception) to December 31, 2001.

Consolidated Statements of Cash Flows for the years Ended December 31, 2001,
2000 and 1999 and for the period May 8, 1997 (date of inception) to December
31, 2001.

Notes to Consolidated Financial Statements











                                      22

<PAGE>

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, Commonwealth of Massachusetts on April 1, 2002.

                                       SATCON TECHNOLOGY CORPORATION

                                       By: /s/ David B. Eisenhaure
                                          ----------------------------------
                                          David B. Eisenhaure
                                          President, Chief Executive Officer
                                             and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
            NAME                           CAPACITY                                 DATE
<S>                                  <C>                                            <C>

/s/ David B. Eisenhaure
-----------------------------
David B. Eisenhaure                  Chairman of the Board of                       April 1, 2002
                                     Directors, President and
                                     Chief Executive Officer
                                     (Principal Executive Officer)

/s/ Ralph M. Norwood
-----------------------------
Ralph M. Norwood                     Vice President, Chief                          April 1, 2002
                                     Financial Officer and
                                     Treasurer (Principal Financial
                                     Officer)

/s/ John J. McCabe
-----------------------------
John J. McCabe                       Controller and Chief                           April 1, 2002
                                     Accounting Officer (Principal
                                     Accounting Officer)

/s/ Michael C. Turmelle
-----------------------------
Michael C. Turmelle                  Director, Vice President and                   April 1, 2002
                                     Chief Operating Officer

/s/ James L. Kirtley, Jr.
-----------------------------
James L. Kirtley, Jr.                Director, Vice President and                   April 1, 2002
                                     Chief Scientist

/s/ Marshall J. Armstrong
-----------------------------
Marshall J. Armstrong                Director                                       April 1, 2002


-----------------------------
Alan P. Goldberg                     Director

/s/ Anthony J. Villiotti
-----------------------------
Anthony J. Villiotti                 Director                                       April 1, 2002

/s/ Gerald L. Wilson
-----------------------------
Gerald L. Wilson                     Director                                       April 1, 2002

</TABLE>

                                     23

<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>
2.1                Amended and Restated Asset Purchase Agreement among SatCon
                   Film Microelectronics, Inc., Film Microelectronics Inc., and
                   Albert R. Snider, dated as of April 3, 1997, is incorporated
                   herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated April 16, 1997.

2.2                Stock Purchase Agreement, dated as of October 21, 1999,
                   by and among the Registrant, Mechanical Technology Incorporated,
                   Ling Electronics, Inc. and Ling Electronics, Ltd. is incorporated
                   herein by reference to Exhibits to the Registrant's Current Report
                   on Form 8-K dated October 21, 1999.

2.3                Asset Purchase Agreement, dated as of November 16, 1999, by and
                   between the Registrant and Northrop Grumman Corporation is incorporated
                   herein by reference to Exhibits to the Registrant's Current Report on
                   Form 8-K dated November 16, 1999.

2.4                Asset Purchase Agreement by and among Inverpower Controls Ltd.,
                   the Registrant and SatCon Power Systems Canada Ltd., dated June 25, 2001,
                   is incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated July 13, 2001.

3.1                Certificate of Incorporation of the Registrant is incorporated
                   herein by reference to Exhibits to the Registrant's Registration Statement on
                   Form S-1 (File No. 33-49286).

3.2                Bylaws of the Registrant is incorporated herein by reference to
                   Exhibits to the Registrant's Registration Statement on Form S-1 (File
                   No. 33-49286).

3.3                Certificate of Amendment of Certificate of Incorporation of the
                   Registrant, as filed with the Secretary of State of the State of Delaware on
                   May 12, 1997, is incorporated herein by reference to Exhibits to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended March
                   31, 1997.

3.4                Bylaws Amendment of the Registrant is incorporated herein by
                   reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q
                   for the period ended March 31, 1997.

3.5                Certificate of Amendment of Certificate of Incorporation of
                   the Registrant, as filed with the Secretary of State of the State of Delaware
                   on March 17, 1999, is incorporated herein by reference to Exhibits to the
                   Registrant's Current Report on Form 8-K dated August 25, 1999.

3.6                Certificate of Designation of Series and Statement of Variations
                   of Relative Rights, Preferences and Limitations of Preferred Stock, dated as
                   of August 25, 1999, relating to the Series A Preferred Stock is
                   incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated August 25, 1999.

3.7                Certificate of Amendment of Certificate of Incorporation of the
                   Registrant, as filed with the Secretary of State of the State of Delaware on
                   March 15, 2000 is incorporated by reference to Exhibits to the
                   Registrant's Annual Report on Form 10-K for the year ended September
                   30, 2000.

3.8                Certificate of Amendment of Certificate of Incorporation of the
                   Registrant, as filed with the Secretary of State of the State of Delaware on
                   May 4, 2001, is incorporated herein by reference to Exhibits to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended March
                   31, 2001.
</TABLE>

                                       24

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>
4.1                Specimen Certificate of Common Stock, $.01 par value, is incorporated
                   herein by reference to Exhibits to the Registrant's Registration
                   Statement on Form S-1 (File No. 33-49286).

10.1(*)            Employment Agreement, dated July 1, 1992, between the Registrant and
                   David B. Eisenhaure is incorporated herein by reference to Exhibits to the
                   Registrant's Registration Statement on Form S-1 (File No. 33-49286).

10.2(*)            Employment Agreement, dated July 1, 1992, between the Registrant and
                   Michael C. Turmelle is incorporated herein by reference to Exhibits to the
                   Registrant's Registration Statement on Form S-1 (File No. 33-49286).

10.3               Change of Control Letter Agreement, dated March 22, 2000, between
                   the Registrant and Sean F. Moran is incorporated herein by reference to
                   Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period
                   ended March 31, 2000.

10.4(*)            1992 Stock Option Plan is incorporated herein by reference to Exhibits
                   to the Registrant's Registration Statement on Form S-1 (File No. 33-49286).

10.5(*)            1994 Stock Option Plan is incorporated herein by reference to Exhibits to
                   the Registrant's Annual Report on Form 10-K for the year ended
                   September 30, 1994.

10.6(*)            1996 Stock Option Plan is incorporated herein by reference to Exhibits to
                   the Registrant's Annual Report on Form 10-K for the year ended
                   September 30, 1996.

10.7(*)            1998 Stock Incentive Plan is incorporated herein by reference to
                   Exhibit B to the Registrant's Definitive Schedule 14A filed January
                   26, 1999.

10.8(*)            1999 Stock Incentive Plan is incorporated herein by reference to Exhibits
                   to the Registrant's Annual Report on Form 10-K for the year ended
                   September 30, 1999.

10.9(*)            2000 Stock Incentive Plan is incorporated herein by reference
                   to Exhibit C to the Registrant's Preliminary Schedule 14A
                   filed March 19, 2001.

10.10              Lease, dated October 21, 1993, between the Registrant and Gunwyn/First
                   Street Limited Partnership is incorporated herein by reference
                   to Exhibits to the Registrant's Registration Statement on Form S-1 (File
                   No. 33-49286) and First Amendment to Lease, dated June 22, 1998, by and
                   between the Registrant and Gunwyn/First Street Limited Partnership is
                   incorporated herein by reference to Exhibits to the Registrant's Annual
                   Report on Form 10-K for the year ended September 30, 1998.

10.11(+)           Manufacturing Agreement between Applied Materials, Inc. and its
                   wholly-owned subsidiaries and the Registrant, dated as of February 20,
                   1997, is incorporated herein by reference to Exhibits to the Registrant's
                   Quarterly Report on Form 10-Q for the period ended March 31, 1997.

10.12              Securities Purchase Agreement, dated as of May 28, 1997, by and
                   among the Registrant, Beacon Power Corporation and DQE Enterprises, Inc.
                   is incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated May 28, 1997.

10.13              Securities Purchase Agreement, dated as of October 23, 1998, by and
                   among Beacon Power Corporation, Perseus Capital, L.L.C., DQE
                   Enterprises, Inc., Micro Generation Technology Fund, L.L.C. and the
                   Registrant is incorporated herein by reference to Exhibits to the
                   Registrant's Current Report on Form 8-K dated October 23, 1998.

10.14              Amended and Restated License Agreement, dated as of October 23,
                   1998, by and between the Registrant and Beacon Power Corporation is
                   incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated October 23, 1998.
</TABLE>

                                       25

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>

10.15              Registration Rights Statement, dated as of October 23, 1998, by and
                   among Beacon Power Corporation, Perseus Capital, L.L.C., DQE
                   Enterprises, Inc., Micro Generation Technology Fund, L.L.C., and the
                   Registrant, setting forth certain registration rights granted by the
                   Registrant is incorporated herein by reference to Exhibits to the
                   Registrant's Current Report on Form 8-K dated October 23, 1998.

10.16              Registration Rights Statement, dated as of October 23, 1998, by
                   and among Beacon Power Corporation, Perseus Capital, L.L.C., DQE
                   Enterprises, Inc., Micro Generation Technology Fund, L.L.C. and the
                   Registrant, setting forth certain registration rights granted by Beacon
                   Power Corporation is incorporated herein by reference to Exhibits to
                   the Registrant's Current Report on Form 8-K dated October 23, 1998.

10.17              Lease, dated February 27, 1996, by and between the Registrant
                   and Diamond Management, Inc. is incorporated herein by reference to
                   Exhibits to the Registrant's Annual Report on Form 10-K for the year ended
                   September 30, 1998.

10.18              Lease, dated March 5, 1998, by and between the Registrant and
                   Harold W. Slovin is incorporated herein by reference to Exhibits to the
                   Registrant's Annual Report on Form 10-K for the year ended September
                   30, 1998.

10.19              North America Distributor Agreement, dated June 4, 1998, by and
                   between SatCon Film Microelectronics, Inc., a division of the Registrant,
                   and Falcon Electronics, Inc. is incorporated herein by reference to Exhibits
                   to the Registrant's Annual Report on Form 10-K for the year ended
                   September 30, 1998.

10.20              Asset Purchase Agreement, dated as of January 4, 1999, among
                   K&D MagMotor Corp., the Registrant, Inductive Components, Inc.,
                   Lighthouse Software, Inc. and Thomas Glynn is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   January 4, 1999.

10.21              Asset Purchase Agreement, dated as of March 31, 1999, by and between
                   HyComp, Inc. and HyComp Acquisition Corp., a wholly-owned subsidiary of
                   the Registrant, is incorporated herein by reference to Exhibits to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended June
                   30, 1999.

10.22              Note Purchase Agreement, dated as of June 22, 1999, by and among
                   Beacon Power Corporation, Perseus Capital, L.L.C., DQE Enterprises,
                   Inc., Micro Generation Technology Fund, L.L.C. and the Registrant is
                   incorporated herein by reference to Exhibits to the Registrant's Quarterly
                   Report on Form 10-Q for the period ended June 30, 1999.

10.23              Note and Warrant Purchase Agreement, dated as of August 2, 1999,
                   by and among Beacon Power Corporation, Perseus Capital, L.L.C., DQE
                   Enterprises, Inc., Micro Generation Technology Fund, L.L.C. and the
                   Registrant is incorporated herein by reference to Exhibits to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended June
                   30, 1999.

10.24              License and Technical Assistance Agreement, dated as of June 7,
                   1999, by and between Delco Remy America, Inc. and the Registrant is
                   incorporated herein by reference to Exhibits to the Registrant's Amendment
                   No. 1 to the Quarterly Report on Form 10-Q for the period ended
                   March 31, 1999.

10.25              Securities Purchase Agreement, dated as of August 25, 1999,
                   among the Registrant and the purchasers listed on Schedule I thereto is
                   incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated August 25, 1999.
</TABLE>

                                       26

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>
10.26              Registration Rights Agreement, dated as of August 25, 1999, among
                   the Registrant and the investors named on the signature pages thereof is
                   incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated August 25, 1999.

10.27              Form of Warrants issued on August 25, 1999 in connection with
                   the sale of the Series A Preferred Stock is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   August 25, 1999.

10.28              Securities Purchase Agreement, dated as of October 21, 1999,
                   between the Registrant and Mechanical Technology Incorporated is incorporated
                   herein by reference to Exhibits to the Registrant's Current Report on Form
                   8-K dated October 21, 1999.

10.29              SatCon Registration Rights Agreement, dated as of October 21, 1999,
                   between the Registrant and Mechanical Technology Incorporated is incorporated
                   herein by reference to Exhibits to the Registrant's Current Report on Form
                   8-K dated October 21, 1999.

10.30              MTI Registration Rights Agreement, dated as of October 21, 1999,
                   between Mechanical Technology Incorporated and the Registrant is incorporated
                   herein by reference to Exhibits to the Registrant's Current Report on Form
                   8-K dated October 21, 1999.

10.31              Form of Stock Purchase Warrant issued on October 21, 1999 by the
                   Registrant to Mechanical Technology Incorporated is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   October 21, 1999.

10.32              Form of Stock Purchase Warrant issued on October 21, 1999 by Mechanical
                   Technology Incorporated to the Registrant is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K
                   dated October 21, 1999.

10.33              Sublease, dated November 16, 1999, between the Registrant and Northrop
                   Grumman Corporation is incorporated herein by reference to Exhibits to the
                   Registrant's Current Report on Form 8-K dated November 16, 1999.

10.34              Transition Services Agreement, dated as of November 16, 1999, between
                   the Registrant and Northrop Grumman Corporation is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   November 16, 1999.

10.35              Memorandum of Understanding, entered into on November 16, 1999, between
                   the Registrant and Northrop Grumman Corporation is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   November 16, 1999.

10.36              Registration Rights Agreement, dated as of November 16, 1999, between
                   the Registrant and Northrop Grumman Corporation is incorporated herein by
                   reference to Exhibits to the Registrant's Current Report on Form 8-K dated
                   November 16, 1999.

10.37              Stock Purchase Warrant issued on February 4, 2000 by the Registrant
                   to Northrop Grumman Corporation is incorporated herein by reference to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended
                   December 31, 1999.

10.38              Promissory Note, dated October 6, 1999, made in favor of the
                   Registrant by Michael C. Turmelle in the amount of $10,000, together with
                   Promissory Note, dated December 6, 1999, made in favor of the Registrant
                   by Michael C. Turmelle in the amount of $75,000, is incorporated herein by
                   reference to the Registrant's Quarterly Report on Form 10-Q for the period
                   ended December 31, 1999.
</TABLE>

                                       27

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>
10.39              Demand Promissory Note, dated February 25, 2000, made in favor
                   of the Registrant by Beacon Power Corporation in the amount of $300,000,
                   together with First Amendment to Demand Promissory Note, dated March 16,
                   2000, is incorporated by reference to Exhibits to the Registrant's Quarterly
                   Report on Form 10-Q for the period ended March 31, 2000.

10.40              Consulting Agreement, dated July 19, 2000, between the Registrant
                   and Marshall J. Armstrong is incorporated herein by reference to the
                   Registrant's Quarterly Report on Form 10-Q for the period ended June
                   30, 2000.

10.41              Agreement between the Department of Energy and the Registrant is
                   incorporated by reference to Exhibits to the Registrant's Annual Report on
                   Form 10-K for the year ended September 30, 2000.

10.42              Master Lease Agreement, dated as of August 31, 2000, by and between
                   General Electric Corporation and the Registrant is incorporated by reference
                   to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the
                   period ended December 31, 2000.

10.43              Cooperation Agreement by and between the Registrant and Beacon Power
                   Corporation, dated April 25, 2001, is incorporated herein by reference to
                   Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period
                   ended March 31, 2001.

10.44              Warrant, dated May 25, 2001, issued to Brown Simpson Partners I, Ltd.
                   is incorporated herein by reference to Exhibits to the Registrant's Current
                   Report on Form 8-K dated May 25, 2001.

10.45              Amendment No. 1 to Registration Rights Agreement, dated as of May 25,
                   2001, among the Registrant and the parties whose names appear on Schedule I
                   thereto is incorporated herein by reference to the Registrant's Current
                   Report on Form 8-K dated May 25, 2001.

21.1(**)           Subsidiaries of the Registrant.

23.1(**)           Consent of Arthur Andersen LLP.

23.2               Consent of Deloitte & Touche LLP

99(**)             Risk Factors.
</TABLE>

-----------------------
(*)  Management contract or compensatory plan or arrangement required to be
     filed as an Exhibit to the Annual Report on Form 10-K for the year
     ended September 30, 2001.

(**) Previously filed.

(+)  Confidential treatment has been granted with respect to certain
     portions of this Exhibit.

                                       28