Exhibit
10.15

      


      AMERICAN
DISTRIBUTED GENERATION INC.

      


      SUBSCRIPTION
AGREEMENT

      


      Dear Sir
or Madam:

      


      1.           Subscription. The
undersigned, intending to be legally bound, irrevocably subscribes for and
agrees to purchase the aggregate number of shares of the common stock (“Common
Stock”), par value $.001 per share (each a “Share” and collectively, the
“Shares”) of American Distributed Generation Inc., a Delaware
corporation  (the “Company”), indicated on the signature page hereof,
on the terms and conditions described herein and in the Confidential Private
Placement Memorandum dated August 2004 (which, together with all exhibits,
attachments, amendments and supplements thereto, is referred to as the
“Memorandum”). The undersigned has also completed the Accredited Investor
Questionnaire attached to this Agreement.

      


      The
undersigned herewith delivers to the Company the consideration (“Purchase
Price”) required to purchase the Shares subscribed for hereunder by wire
transfer funds payable to: American Distributed Generation Inc., 45 First
Avenue, Waltham, MA 02451. The minimum investment is for $50,000 unless
otherwise determined in the discretion of the Company. The Shares will be issued
in accordance with the terms and conditions set forth in the Memorandum.
Capitalized terms not otherwise defined in this Agreement have the meanings
specified in the Memorandum.

      


      2.           Investor Representations,
Warranties and Covenants. The undersigned hereby acknowledges, represents
and warrants to, and agrees with the Company as follows:

      


      (a)           The
undersigned is acquiring the Shares for the undersigned’s own account as
principal, for investment purposes only, and not with a view to, or for, resale
or distribution of all or any part of the Shares and no other person has a
direct or indirect beneficial interest in such Shares;

      


      (b)           The
undersigned acknowledges its understanding that the offering and sale of the
Shares is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the
Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated
thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof,
the undersigned represents and warrants to and agrees with the Company that the
undersigned has the financial ability to bear the economic risk of the
undersigned’s investment, has adequate means for providing for the undersigned’s
current needs and contingencies and has no need for liquidity with respect to
the undersigned’s investment in the Shares.

      


      (c)           The
undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the Securities Act. The undersigned hereby certifies that the
information set forth in the attached Accredited Investor Questionnaire is
accurate and complete as of the date of this Agreement.

      


      (d)           The
undersigned:

      


       (i)           has
been furnished with a copy of the Memorandum and any other documents which have
been made available upon request and the undersigned has carefully read the
Memorandum and understands and has evaluated the risks of a purchase of the
Shares including the risks set forth under “Risk Factors” in the Memorandum; and
has relied solely on the information contained in the Memorandum, and any
supplemental written information furnished pursuant to Subsection (ii)
below;

      


       (ii)           has
been given the opportunity to ask questions of and receive answers from the
Company concerning the terms and conditions of the Offering of the Shares and
has been given the opportunity to obtain additional information necessary to
satisfy the undersigned as to the accuracy of the information contained in the
Memorandum to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense and has not been furnished
with any other offering literature except as referred to in the
Memorandum;

      


       (iii)           has
not relied on any oral representation, warranty or information in connection
with the Offering of the Shares by the Company, or any officer, employee, agent
or affiliate of the Company;


      
        
           


        

        
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       (iv)          has
determined that the Shares are a suitable investment for the undersigned and
that at this time the undersigned can bear a complete loss of the undersigned’s
investment therein;

      


       (v)           has
such knowledge and experience in financial and business matters that the
undersigned is capable of evaluating the merits and risks of the undersigned’s
investment in the Shares;

      


      (e)           If
the undersigned is a corporation, limited liability company, partnership, trust,
qualified plan or other entity, it is authorized and qualified to become a
holder of the Shares and the person signing this Subscription Agreement on
behalf of such entity has been duly authorized to do so;

      


      (f)           Any
information which the undersigned has heretofore furnished and herewith
furnishes to the Company with respect to the undersigned’s financial position
and business experience is correct and complete as of the date of this Agreement
and if there should be any material change in such information prior to issuance
to the undersigned of the Shares, the undersigned will immediately furnish such
revised or corrected information to the Company;

      


      (g)          The
foregoing acknowledgments, representations, warranties and agreements shall
survive the closing at which the Shares are issued;

      


      (h)          The
undersigned acknowledges that the undersigned has not purchased the
Shares  as a result of any general solicitation or general
advertising; and

      


      (i)           The
undersigned’s overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned’s net worth, and the undersigned’s
prospective investment in the Company and will not cause such overall commitment
to become excessive.

      


      3.           Investor
Awareness.  The undersigned acknowledges that:

      


      (a)           No
federal or state agency has passed upon the Shares or made any finding or
determination as to the fairness of this investment;

      


      (b)           There
is no established market for the Shares and no assurance has been given that any
public market for them will develop;

      


      (c)           The
Shares may not be sold, pledged or otherwise transferred, except as may be
permitted under the Securities Act and applicable state securities laws pursuant
to registration or exemption therefrom; and accordingly, the undersigned may be
required to bear the financial risks of an investment in the Shares for an
indefinite period of time;

      


      (d)           The
undersigned consents to (i) the placing of a legend substantially in the form
set forth below on the certificates representing the Shares stating that the
securities have not been registered and setting forth the restriction on
transfer contemplated hereby, and (ii) the placing of a stop transfer order on
the books of the Company and with any transfer agents against the
Shares.

      


      “The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended. These shares have been acquired for
investment and not with a view to distribution or resale and may not be sold,
mortgaged, pledged, hypothecated or otherwise transferred without an effective
registration statement for such sales under the Securities Act of 1933, or an
opinion of counsel for the corporation that registration is not required under
such Act”.

      


      4.           Miscellaneous.

      


      (a)           Indemnity. The
undersigned agrees to indemnify and hold harmless the Company, its affiliates,
directors, officers, employees, agents and controlling persons (the Company and
each such person being an “Indemnified Party”), from and against any and all
losses, claims, damages, liabilities and expenses whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred investigating,
preparing or defending against any litigation commenced or threatened or any
claim whatsoever), joint or several, as incurred, to which such Indemnified
Party may become subject under any applicable United States federal or state law
or the laws of any other domestic or foreign jurisdiction, or otherwise, and
related to or arising out of or based upon any false representation, warranty or
acknowledgment, or breach or failure by the undersigned to comply with any
covenant or agreement made by the undersigned herein or in any other document
furnished by the undersigned to any of the foregoing in connection with this
transaction.


      
        
           


        

        
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      (b)           Modification.  Except
as otherwise provided herein, neither this Agreement nor any provisions hereof
shall be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.

      


      (c)           Binding
Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and assigns. If the
undersigned is more than one person, the obligation of the undersigned shall be
joint and several and the agreements, covenants, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his heirs, executors, administrators and
successors.

      


      (d)           Entire
Agreement.  This instrument contains the entire agreement of
the parties and there are no representations, warranties, acknowledgments,
covenants or other agreements except as stated or referred to
herein.

      


      (e)           Assignability.  This
Agreement is not transferable or assignable by the undersigned.

      


      (f)           Governing Law and
Forum.  Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, all the terms and provisions hereof shall
be construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts, without giving effect to its conflict of law principles. Any
dispute which may arise out of or in connection with this Agreement shall be
adjudicated before a court located in Middlesex County, Massachusetts and the
parties hereby submit to the exclusive jurisdiction of the courts of the
Commonwealth of Massachusetts located in Boston, Massachusetts and of the
federal courts in Boston, Massachusetts with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Agreement or any acts or
omissions relating to the sale of the Shares and the undersigned consents to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth
below or such other address as the undersigned shall furnish in writing to the
Company. In the event any such action is brought, whether at law or in equity,
then the prevailing party shall be paid its reasonable attorney's fees, expenses
and disbursements arising out of such action. The undersigned hereby waives
trial by jury in any action or proceeding involving, directly or indirectly, any
matter (whether sounding in tort, contract, fraud or otherwise) in any way
arising out of or in connection with this Agreement or the Holder’s purchase of
the Shares.

      


      [The
balance of this page has been intentionally left blank.]

       

      
        
          
          

        

        
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      ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

       

      IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the
day of

      ___________________,
2004.

      


      
        
          
            	 
      	
                    Number
      of Shares Subscribed for: ____________

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Purchase
      Price: $______________

                  	 
      


          

        

      

       

      Manner in
which Title is to be held (Please Check One):

       

      
        
          	
                  1.

                	
                  _____

                	
                  Individual

                
	 
      	 
      	 
      
	
                  2.

                	
                  _____

                	
                  Joint
      Tenants with Right of Survivorship

                
	 
      	 
      	 
      
	
                  3.

                	
                  _____

                	
                  Community
      Property

                
	 
      	 
      	 
      
	
                  4.

                	
                  _____

                	
                  Tenants
      in Common

                
	 
      	 
      	 
      
	
                  5.

                	
                  _____

                	
                  Corporation
      / Limited Liability Company / Partnership

                
	 
      	 
      	 
      
	
                  6.

                	
                  _____

                	
                  IRA

                
	 
      	 
      	 
      
	
                  7.

                	
                  _____

                	
                  Trust
      / Estate / Pension or Profit Sharing Plan

                
	 
      	 
      	
                  Date
      Opened: __________

                
	 
      	 
      	 
      
	
                  8.

                	
                  _____

                	
                  As
      a Custodian for __________________ Under the Uniform Gift to Minors
      Act

                
	 
      	 
      	
                  of
      the State of __________________

                
	 
      	 
      	 
      
	
                  9.

                	
                  _____

                	
                  Married
      with Separate Property

                
	 
      	 
      	 
      
	
                  10.

                	
                  _____

                	
                  Keogh

                
	 
      	 
      	 
      
	
                  11.

                	
                  _____

                	
                  Tenants
      by the Entirety

                


        

      

       

      
        
           


        

        
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      EXECUTION BY NATURAL
PERSONS

      


      ___________________________________

      Exact
Name in Which Title is to be Held

       

      
        
          
            
              
                	
                        ______________________________

                      	 
      	
                        ______________________________

                      	 
      
	
                        Name
      of Purchaser (Print)

                      	 
      	
                        Name
      of Additional Purchaser

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ______________________________

                      	 
      	
                        ______________________________

                      	 
      
	
                        Address

                      	 
      	
                        Address

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ______________________________

                      	 
      	
                        ______________________________

                      	 
      
	
                        City,
      State and Zip Code

                      	 
      	
                        City,
      State and Zip Code

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ______________________________

                      	 
      	
                        ______________________________

                      	 
      
	
                        Social
      Security Number

                      	 
      	
                        Social
      Security Number

                      	 
      
	 
      	 
      	 
      	 
      
	
                        ______________________________

                      	 
      	
                        ______________________________

                      	 
      
	
                        Signature
      of Purchaser

                      	 
      	
                        Signature
      of Additional Purchaser

                      	 
      


              

            

          

        

      

       

      ACCEPTED
this   day
of _______________, 2004 on behalf of the Company.

      


      
        
          
            	 
      	
                     
      By:

                  	
                    _______________________

                  
	 
      	 
      	 
      
	 
      	
                     
      Name:

                  	
                    _______________________

                  
	 
      	 
      	 
      
	
                     

                  	
                     
      Title:

                  	
                    _______________________

                  


          

        

      


      
        
           


        

        
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      EXECUTION BY SUBSCRIBER THAT
IS AN ENTITY

      


      (Corporation,
Limited Liability Company, Partnership, Trust, Etc.)

      


      ________________________________________________________

      Name of
Entity (Please Print)

      


      Date of
Incorporation or
Organization:  _________________________________________

      


      State of
Principal Offices:
_____________________________________________________

      


      Federal
Taxpayer Identification Number:
________________________________________

      


      By:           ____________________________

      


      Title:
____________________________

      


      Attest:
_________________________                                        Address:
_________________________

      (If
Entity is a Corporation)

      _________________________________

       

      _________________________________

      Taxpayer
Identification Number

      


      ACCEPTED
this         day of
_______________, 2004 on behalf of the Company.

       

      By:           __________________________

      


      Name:      __________________________

      


      Title:        ___________________________


      
        
           


        

        
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      ACCREDITED INVESTOR
QUESTIONNAIRE

      


      Please check the box below that best
characterizes the person or entity subscribing for the Shares under the terms of
the foregoing Subscription Agreement.

      


      
        	 
      	
                 ̈

              	
                a
      natural person whose individual net worth, or joint net worth with that
      person’s spouse, at the time of his purchase exceeds US
      $1,000,000.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      natural person who had an individual income in excess of $200,000 in each
      of the two most recent years or joint income with that person’s spouse in
      excess of $300,000 in each of those years and has a reasonable expectation
      of reaching the same income level in the current year.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                an
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, a Massachusetts or similar business trust or a partnership,
      in each case, not formed for the purpose of this investment, with total
      assets in excess of US $5,000,000.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      director, executive officer, or general partner of the issuer of the
      securities being offered or sold, or any director, executive officer, or
      general partner of a general partner of that issuer.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      trust with total assets in excess of US $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
      the Securities Act of 1933.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                an
      entity in which all of the equity owners are accredited
      investors.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      Small Business Investment Company licensed by the U.S. Small Business
      Administration  under Section 301(c) or (d) of the Small
      Business Investment Act of 1958.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                an
      investment company registered under the Investment Company Act of 1940 or
      a business development company as defined in Section 2(a)(48) of that
      Act.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                a
      bank as defined in Section 3(a)(2) or a savings and loan association or
      other institution defined in Section 3(a)(5)(A) of the Securities Act of
      1933 acting in either an individual or fiduciary
  capacity.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                an
      insurance company as defined in Section 2(13) of the Securities Act of
      1933.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                an
      employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974 whose investment decision is made
      by a fiduciary which is either a bank, savings and loan association,
      insurance company, or registered investment advisor, or whose total assets
      exceed US $5,000,000, or, if a self-directed plan, a plan whose investment
      decisions are made solely by persons who are accredited
      investors.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                any
      broker or dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934.

              
	 
      	 
      	 
      
	 
      	
                 ̈

              	
                any
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivisions for
      the benefit of its employees, if such plan has total assets in excess of
      $5,000,000.

              


      

       

      
        
           


        

        
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