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Exhibit 4.1    
    


AMERICAN DISTRIBUTED GENERATION INC.

45 FIRST AVENUE

WALTHAM, MASSACHUSETTS 02451  


FORM
OF

STOCK PURCHASE WARRANT 


NEITHER
THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY
SECURITIES PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. 



	Date of Issuance:	 	Right to Purchase:

Shares of Common Stock

(subject to adjustment)
	
 	
 	
Warrant #





        For
value received, American Distributed Generation Inc., a Delaware corporation (the "Company"), hereby grants to
                                    
(the "Holder"), the right to purchase from the Company
                                     (xx,
xxx) shares of the Company's Common Stock
(subject to adjustment pursuant to Section 3 hereof) at a price of $1.00 per share (as adjusted pursuant to Section 3 hereof, the
"Exercise Price"). The amount and kind of securities purchasable pursuant to the rights granted under this Warrant and the purchase price for such securities are subject to adjustment pursuant to the
provisions contained in this Warrant. 


        This
Warrant is subject to the following provisions: 


        1.    Definitions.    As used in this Warrant, the following terms have the meanings set forth below: 



        "Common Stock" means the Company's Common Stock, $.001 par value per share. 


        "Date of Issuance" shall have the meaning specified above. 


        "Person" means an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated
organization or any other entity or a government or any department or agency of a government. 



        "Warrant" or "Warrants" means this Warrant and all stock purchase warrants issued in
exchange therefor pursuant to the terms thereof. 


        "Warrant Stock" means shares of the Company's authorized but unissued Common Stock; provided that if there is a change such that the
securities issuable upon exercise of the Warrant are issued by an entity other than the Company or there is a change in the class of securities so issuable, then the term "Warrant Stock" will mean one
share of the security issuable upon exercise of the Warrant if such security is issuable in shares, or will mean the smallest unit in which such security is issuable if such security is not issuable
in shares. 


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        2.    Exercise of Warrant.    



        2.1    Exercise Period.    The Holder may exercise this Warrant, in whole or in part (but not as to a
fractional share of Warrant Stock), at any time and from time to time prior to the third anniversary of the Date of Issuance of the Warrant (the "Exercise Period"). 


        2.2    Exercise Procedure.    



        (a)   This
Warrant may be exercised by the Holder in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and delivery
of an executed Notice of Exercise in the form appended hereto duly executed by the Holder to the Company at its principal office at any time or times during the Exercise Period accompanied by payment
for the Warrant Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this
Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Warrant Stock purchasable hereunder. This Warrant will be
deemed to have been exercised as such time (the "Exercise Date") as the Company has received the Notice of Exercise accompanied by this Warrant and a wire transfer to an account designated by
the Company or a certified or bank check in the amount of the Exercise Price multiplied by the number of shares of Warrant Stock for which the Warrant is being exercised. 



        (b)   Certificates
for shares of Warrant Stock purchased upon exercise of this Warrant will be delivered by the Company to the Holder within ten days after the
Exercise Date. 


        (c)   The
Warrant Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Holder on the Exercise Date, and the Holder will be deemed for all
purposes to have been the record holder of such Warrant Stock on the Exercise Date. 


        (d)   The
issuance of certificates for shares of Warrant Stock upon exercise of this Warrant will be made without charge to the Holder for any issuance tax in respect thereof
or any other cost incurred by the
Company in connection with such exercise and the related issuance of shares of Warrant Stock. The Company shall not, however, be required to pay any tax which may be payable in respect of any
transfer, in whole or in part, of this Warrant (including the issuance of new Warrants in connection therewith) or the delivery of stock certificates in a name other than that of the Holder of this
Warrant presented for exercise, and any such tax shall be paid by such Holder at the time of presentation. 




        2.3    Notice of Exercise.    The Notice of Exercise will be substantially in the form set forth in
Exhibit I hereto. 




        3.    Exercise Price and Adjustments for Certain Events.    


        3.1    General.    The initial Exercise Price will be $1.00 per share, subject to adjustment as set
forth below. 


        3.2    Stock Splits, etc.    In case the Company shall at any time subdivide its outstanding shares of Common Stock
into a greater number of shares, whether by way of a stock dividend or otherwise, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of
shares of Common Stock issuable upon exercise of this Warrant shall be proportionately increased; and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Common Stock issuable upon exercise of this
Warrant shall be proportionately reduced. 


        3.3    Adjustments for Capital Reorganization or Reclassification.    If any capital reorganization or
reclassification of the capital stock of the Company is effected (other than an Acquisition, as defined below), then, as a condition of such capital reorganization or reclassification, lawful and
adequate 


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provision
shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant, in lieu of shares of
Warrant Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, those shares of stock, securities or assets which would have been issued or payable
with respect to or in exchange for the Warrant Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to the record date (or the effective date, as the
case may be) for such capital reorganization or reclassification. 


        3.4    Acquisition Transaction.    If the Company is to be consolidated with or acquired by another Person in a merger
or otherwise, or in the event of a sale of all or substantially all of the Company's assets (an "Acquisition"), the Company may take such action with respect to this Warrant as the Company's
Board of Directors may deem to be equitable and in the best interests of the Company, its stockholders and the Holder under the circumstances, including, without limitation, (i) making
appropriate provision for the continuation of this Warrant by substituting on an equitable basis for the shares then subject to
this Warrant either the consideration payable with respect to the outstanding shares of Warrant Stock in connection with the Acquisition or securities of any successor or acquiring entity or
(ii) giving the Holder reasonable advance notice of the pendency of the Acquisition and canceling this Warrant effective upon the Acquisition if it is not exercised prior to the Acquisition. 


        4.    Notice of Adjustments.    Immediately upon any adjustment of the Exercise Price or increase or decrease in the
number of shares of Common Stock purchasable upon exercise of this Warrant, the Company will send written notice thereof to the Holder, stating the adjusted Exercise Price and the increased or
decreased number of shares purchasable upon exercise of this Warrant and setting forth in reasonable detail the method of calculation for such adjustment and increase or decrease. 


        5.    Reservation Of Common Stock.    The Company will at all times reserve and keep available for issuance upon the
exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant, and upon such issuance such shares of
Common Stock will be validly issued, fully paid and nonassessable. 



        6.    No Stockholder Rights.    This Warrant will not entitle the holder hereof to any voting, dividend or other
rights as a stockholder of the Company until it is exercised. 


        7.    Warrant Not Transferable.    This Warrant and all rights hereunder may not be assigned or transferred, in whole
or in part, without the prior written consent of the Company. 


        8.    Acknowledgements.    The Holder acknowledges that this Warrant has not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its
exercise in the absence of (i) an effective registration statement as to this Warrant or such Warrant Stock under the Securities Act (or any similar statute then in effect), or
(ii) an opinion of counsel satisfactory to the Company to the effect that such registration is not, under the circumstances, required. 


        9.    Representations, Warranties and Covenants of the Holder.    The Holder represents, warrants, acknowledges and
agrees as follows: (a) the Holder is (i) a person or entity which falls within one of the categories of accredited investors set forth in Rule 501(a) of Regulation D
("Regulation D") under the Securities Act, including without limitation either: (A) a natural person whose net worth, or joint net worth with the Investor's spouse, exceeds $1,000,000;
(B) a natural person who had income in excess of $200,000, or joint income with the Investor's spouse in excess of $300,000, in each of the two most recent years and reasonably expects to have
income at that level in the current year; or (C) any other person or entity meeting the standards set forth in Regulation D, or (ii) not a "U.S. Person" (as defined
in Rule 230.903 of Regulation S of the Securities Act to mean, in part, any natural person resident in the United States or any partnership or corporation organized or
incorporated under the 


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laws
of the United States), and is not acquiring the Warrants or the Warrant Stock for the account or benefit of any U.S. Person and that it will resell the Warrants or the Warrant Stock
only in accordance with the provisions of Regulation S pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act;
(b) the Holder is acquiring this Warrant and, has a present intention of acquiring the Warrant Stock issuable upon exercise of this Warrant, for its own account for investment and not with a
view to any distribution thereof, and will not transfer this Warrant or any shares of the Warrant Stock in violation of the provisions of any applicable securities law; (c) the Holder has been
granted access to information and materials concerning the Company, this Warrant and the Warrant Stock sufficient to permit it to evaluate the merits and risks of an investment in this Warrant and the
Warrant Stock and has had the opportunity to its satisfaction to question and to receive answers from officers and other representatives of the Company concerning the Company, this Warrant and the
Warrant Stock; (d) the Holder has taken full cognizance of and understands all of the risks associated with an investment in this Warrant and the Warrant Stock; (e) the Holder has not
relied upon any representations or warranties made by the Company or any of its officers or other representatives or agents; (f) this Warrant and the Warrant Stock issuable upon exercise of
this Warrant have not been registered under the Securities Act, or registered or qualified under any state securities law, and they must be held indefinitely unless they are subsequently registered
under the Securities Act and registered or qualified under any applicable state securities law or an exemption from such registration or qualification is available; and (g) neither the SEC nor
any state securities commission has approved or disapproved of this Warrant or the Warrant Stock purchasable upon exercise of this Warrant and the Holder understands that any representation to the
contrary is a criminal offense. 


        10.    Miscellaneous.    



        10.1    Amendment and Waiver.    The provisions of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. 


        10.2    Notices.    All notices and other communications under this Warrant shall be (a) in writing (which
shall include communications by fax), (b) (i) delivered by hand, (ii) delivered by package courier service, or (iii) sent by fax. Notices and other communications hereunder shall
be effective or deemed delivered or furnished (1) if given by fax, when such communication is transmitted and the appropriate answer back is received or receipt is otherwise acknowledged and
(2) if given by hand delivery or sent by courier service, when received. Any notices or other communications to be given to the Holder will be given to
the address or fax number of such Holder shown on the books of the Company any notices or other communications to be sent to the Company will be sent or delivered to the Company at: 






American Distributed Generation Inc.

45 First Avenue

Waltham, Massachusetts 02451

Attention: CEO

Fax: 781-522-6050 







        10.3    Descriptive Headings; Governing Law.    The descriptive headings of the paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. The construction, validity and interpretation of this Warrant will be governed by the laws of the Commonwealth of
Massachusetts. 


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        IN
WITNESS WHEREOF, the Company and the Holder have executed this Warrant as of the date first set forth above. 



	 	 	AMERICAN DISTRIBUTED

GENERATION INC.
	
 	
 	

By:	

 Name: John N. Hatsopoulos

Title: President & Chief Executive Officer







	

 	
 	
Accepted and agreed to by the Holder
	

 	
 	

By:	

 Name:
                                    

Title:                                     







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   NOTICE OF EXERCISE  


(To be
Executed by

the Holder in Order to

Exercise the Warrant) 


        The
undersigned hereby irrevocably elects to exercise the right to
purchase                                    
(                                    ) shares of the common stock of
American Distributed Generation Inc.
pursuant to the provisions of the Stock Purchase Warrant dated as
of                                    and herewith makes payment of
the Exercise Price of such shares in full. Such payment is hereby made in the amount
of $                        by wire transfer or by certified or bank check. 



	 	 	Printed Name

of Holder:
	    	 	 
	 	 	

	 	 	Signature:

	    	 	 
	 	 	Title (if signing

on behalf of the

Holder):
	    	 	 
	 	 	

	    	 	 
	 	 	Address:

	    	 	 
	 	 	

	    	 	 
	 	 	

	    	 	 
	 	 	Dated:





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Exhibit 4.1