EXHIBIT 10.1.24
                              EMPLOYMENT AGREEMENT


     This Employment  Agreement (the  "Agreement") is entered into as of October
25, 2002, by and between Beacon Power Corporation,  a Delaware  corporation (the
"Company"), and William Driscoll (the "Executive").

     WHEREAS,  the  Company  desires  the  services  of the  Executive  and  the
Executive wishes to remain employed by the Company;

     WHEREAS, the Executive was issued an offer letter by the Company dated July
26, 2001 (the "Offer Letter");

     WHEREAS,  the  Company  and  Executive  desire to enter into an  Employment
Agreement pursuant to the terms and conditions set forth below;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     Section 1. Term.  This Agreement  shall be effective  commencing on October
25, 2002 and continuing  until  terminated  pursuant to Section 9. The period of
the Executive's employment hereunder is referred to as the "Employment Period."

     Section 2. Duties.  The Executive shall serve the Company as Vice-President
of Engineering and shall have duties and  responsibilities  consistent with such
position. The Executive will report to the President and CEO of the Company. The
Executive  will  generally  perform  his  services  at the  Company's  principal
offices,  which are currently  located in Wilmington,  Massachusetts,  provided,
however,  that the  Executive  may be  required  to travel  from time to time in
connection with Company business.

     Section 3. Full  Time;  Best  Efforts.  During  the  Employment  Period the
Executive shall use his best efforts to promote the interests of the Company and
shall devote his full business time and efforts to its business and affairs. The
Executive shall not engage in any business  activity,  which could reasonably be
expected to interfere with the performance of the Executive's  duties,  services
and responsibilities hereunder.

     Section 4. Compensation. The Executive shall be entitled to compensation as
follows:

     (a) Base Salary. During the Employment Period, the Executive will receive a
salary at an annual gross rate of $150,000.00, (as the same may be adjusted from
time to time, the "Base Salary"),  which shall be payable in accordance with the
Company's  regular  payroll  practices.  The  Executive's  Base Salary  shall be
reviewed  by the  Board of  Directors  of the  Company  (the  "Board")  at least
annually and may be increased  (but not  decreased)  in the Board's  discretion,
depending upon the performance of the Executive and of the Company.

     (b) Bonus. The Executive shall be eligible to receive an annual bonus based
on the achievement of individual and Company performance objectives.  The amount
of the annual bonus will be targeted at 50% of the Executive's Base Salary,  but
will be granted solely at the discretion of the Board.

     (c) Withholding.  The Company may withhold from compensation payable to the
Executive all applicable federal,  state and local withholding taxes as required
by law.

     Section 5. Benefits

     (a) Generally.  The Executive  will be entitled to such fringe  benefits as
are generally available to the Company's executives,  including group health and
dental  insurance  coverage,  group  long and  short-term  disability  insurance
coverage,  and 401(k) plan and stock plan  participation.  The Company shall not
reduce in any material respect the benefits currently available to the Executive
from the  Company  during  the term of this  Agreement.  In the  event  that any
insurance policy is paying disability  benefits to Executive,  and if the amount
of the Executive's monthly base salary that would be paid in the absence of such
disability is higher than the monthly insurance payments, then the Company shall
pay  Executive  an amount  per month  equal to such  excess,  for so long as the
Executive is employed  with the  Company.  No such  difference  shall be payable
after the Executive's employment is terminated with the Company.

     (b) Paid Vacation.  In addition to U.S. statutory  holidays,  the Executive
will be  entitled  to  twenty  (20)  business  days of paid  vacation  per year,
accruing at the rate of 1.66 days per month.  Unused  vacation  days in any year
may be carried over and used in the next year,  subject to such  policies as the
Company may adopt from time to time with respect thereto.

     (c) Life Insurance.  The Company will provide the Executive with group term
life  insurance in an amount equal to no less than two times his Base Salary (up
to a maximum of $200,000) plus $250,000.

     Section  6.  Expense  Reimbursement.  The  Executive  will be  entitled  to
reimbursement of all reasonable and necessary  business expenses incurred by the
Executive in the ordinary  course of business on behalf of the Company,  subject
to  presentation  of  appropriate  documentation  and  compliance  with policies
established by the Board.

     Section  7.   Non-Disclosure   and   Assignment  of  Invention   Agreement:
Indemnification  Agreement.  The  Executive  shall  execute  and  deliver to the
Company the Company's  standard form of Invention and  Non-Disclosure  Agreement
and Indemnification Agreement.

     Section 8. Non-Competition and Non-Solicitation Covenants.

     (a)  Non-competition.  The Executive agrees that during his employment with
the Company and for a period of twenty (20) weeks  thereafter,  he will not own,
manage,  operate,  control,  be employed by, provide  services as an independent
contractor or consultant to, own any stock or other investment in or debt of, or
otherwise be connected in any manner with the ownership,  management,  operation
or control  of, any  business  or  enterprise  that at the time of  termination,
competes  with the Company or  conducts  business in a field for which the Board
has adopted a plan to enter while the Executive was employed by the Company.

     (b) Non-Solicitation.  The Executive agrees that during his employment with
the  Company and for  fifty-two  (52) weeks  thereafter,  he will not attempt to
persuade  or  induce  any  employee  of  the  Company  to  terminate  his or her
employment with the Company for any reason.

     (c)  Acknowledgements  by Executive.  The Executive  acknowledges  that the
covenants set forth in this Section 8 are reasonable in scope and are no greater
than is necessary to protect the Company's  legitimate business  interests.  The
Executive further acknowledges that any breach by him of the covenants set forth
in this Section 8 would irreparably  injure the Company,  and that money damages
would not  adequately  compensate  the  Company for the  injuries  that it would
suffer.  The  parties  accordingly  agree  that in the  event of any  breach  or
threatened  breach by the  Executive of any of the  covenants  set forth in this
Section 8, the  Company may obtain,  from any court of  competent  jurisdiction,
both  preliminary  and  permanent  injunctive  relief  in order to  prevent  the
occurrence or  continuation  of such  injuries,  without being required to prove
actual  damages or post any bond or other  security.  Nothing in this  Agreement
shall  prohibit  the Company from  pursuing any other legal or equitable  remedy
that may be  available  to it in the  event  of the  Executive's  breach  of any
covenants set forth in this Agreement.

     Section 9. Termination.

     (a) Employment  Termination.  The  employment of the Executive  pursuant to
this Agreement shall terminate upon the occurrence of any of the following:

     (i) At the election of the  Company,  for Cause,  immediately  upon written
notice by the Company to the Executive. For purposes of this Agreement,  "Cause"
shall be deemed to exist upon a reasonable  good faith finding by the Board that
the Executive has:

     (1)  committed an act  constituting  fraud,  embezzlement  or other felony,
determined in the reasonable opinion of the Board acting in its sole discretion,
or

     (2)  materially  breached  his  obligations  under  this  Agreement  or the
Inventions  and  Nondisclosure  Agreement,  and  failed to cure the same  within
thirty (30) days after written notice thereof is given to him by the Company, or

     (3) materially breached the Company's material policies,  including but not
limited  to  the  Company's  policies  regarding  insider  trading,  and  sexual
harassment, or

     (4) engaged in willful misconduct.

     (ii) At the election of the Company,  without  Cause,  upon at least thirty
(30) days written notice by the Company to the Executive.

     (iii) The death of the Executive, or (in the discretion of the Company) the
Disability of the Executive. For purposes of this Agreement,  "Disability" shall
be considered to exist:

     (1) if the  Executive  fails to perform his normal  duties for at least 120
days, whether or not consecutive, during any 360-day period, or

     (2) if the Executive's  insurance company has confirmed that any disability
insurance benefits are going to be paid by reason of Executive's incapacitation,
or

     (3) if the  Board,  acting  in its  sole  discretion,  concludes  that  the
Executive suffers from a degree of physical or mental incapacitation as a result
of illness or accident  which makes it  reasonably  unlikely  that the Executive
will be able to perform his normal  duties for a period of 120 days. In reaching
this conclusion, the Board may consult third parties, including, but not limited
to, other employees, physicians, psychiatrists, and counselors.

     (iv) At the election of the Executive, for any reason, upon at least thirty
(30) days' prior written notice to the Company.

     (v) At the election of the  Executive  for Good Reason,  provided  that the
Executive shall have given written notice to the Company within thirty (30) days
after he becomes aware of the occurrence of any event of Good Reason  specifying
such event,  and such event shall be continued  for a period of thirty (30) days
following such notice.  For purposes of this Agreement,  "Good Reason" means any
of the following events:

     (1) a  material  breach  by the  Company  of  its  obligations  under  this
Agreement or Indemnification Agreement, or

     (2) a change in the primary  location  where the  Executive  is expected to
perform his services  hereunder to a location that is more than fifty (50) miles
away from Wilmington, Massachusetts.

     (b) Effect of Termination.

     (i)  Termination  Pursuant to Section  9(a)(i)  relating to termination for
cause or Section  9(a)(iv)  relating to termination at the election of Executive
for any reason. In the event the Executive's  employment is terminated  pursuant
to Section 9(a)(i) or Section  9(a)(iv),  the Company shall pay to Executive his
accrued  Base Salary  through  the last date of his  employment  hereunder  (the
"Termination  Date") and shall continue to provide to the Executive the benefits
described in Section 5 (the "Benefits")  through the Termination Date, but shall
have no responsibility for any compensation or benefits to the Executive for any
time period subsequent to the Termination Date.

     (ii)  Termination  pursuant to Section  9(a)(ii)  relating  to  termination
without  cause or Section  9(a)(v)  relating to  termination  at the election of
Executive for Good Reason. In the event the Executive's employment is terminated
pursuant to Section 9(a)(ii) or Section 9(a)(v), the Company shall:

     (1) Within five (5)  business  days after the  Termination  Date pay to the
Executive a cash amount equal to his then weekly Base Salary  multiplied  by the
number twenty (20) , subject to withholdings required by law.

     (2)  Continue  to  provide  the  benefits  described  in  Section  5 to the
Executive for twenty (20) weeks.


     (iii) Termination  pursuant to Section  9(a)(iii)  relating to the death or
disability  of the  Executive.  In  the  event  the  Executive's  employment  is
terminated pursuant to Section 9(a)(iii), the Company shall:

     (1)  Continue to pay to  Executive  or his  estate,  as the case may be, an
amount  equal to his then  current  Base  Salary for the three (3) month  period
following the Termination Date.

     (2)  Continue for the twelve (12) month period  following  the  Termination
Date all health and dental  insurance  benefits the Executive was entitled to at
the Termination Date.

     (iv) Golden Parachute Payment Excise Tax Protection.  In the event that the
excise tax imposed by Section  4999 of the  Internal  revenue  Code of 1986,  as
amended  (the  "Code"),  (or any  successor  penalty or excise tax  subsequently
imposed by law) applies to any payments of benefits paid or conferred under this
Agreement,  an  additional  amount shall be paid by the Company to the Executive
such that the aggregate  after-tax amount he shall receive under this Agreement,
including this Section 9(iv),  shall have a present value equal to the aggregate
after-tax  amount that he would have  received  and retained had such excise tax
not  applied to him.  For this  purpose,  the  Executive  shall be assumed to be
subject  to tax in  each  year  related  to  computation  at  the  then  maximum
applicable  combined  Federal  and  Massachusetts   income  tax  rate,  and  the
determination of the present value payments to him shall be made consistent with
the principles of Section 280G of the Code.

     Section  10.  No  Conflicting  Agreements.  The  Executive  represents  and
warrants  to  the  Company   that  he  is  not  a  party  to  or  bound  by  any
confidentiality,   non-competition,   non-solicitation  or  other  agreement  or
restriction  which could conflict with or be violated by the  performance of his
duties for the Company.

     Section 11. No Disparagement. Each party agrees that at all times following
the termination of the Executive's  employment  hereunder,  such party shall not
make or cause to be made,  directly or  indirectly,  any statements to any third
party  that  disparage  or  denigrate  the  other  party  or, in the case of the
Company, any of its current or former directors,  officers or employees,  unless
required by law.

     Section 12.  Enforceability.  This Agreement shall be interpreted in such a
manner as to be effective and valid under  applicable  law, but if any provision
hereof shall be prohibited or invalid under any such law, such  provision  shall
be  ineffective  to the  extent  of  such  prohibition  or  invalidity,  without
invalidating  or  nullifying  the  remainder  of  such  provision  or any  other
provisions of this Agreement.  If any one or more of the provisions contained in
this Agreement  shall for any reason be construed by limiting and reducing it so
as to be enforceable to the maximum extent permitted by applicable law.

     Section 13. Notices.  Any notice or other  communication  given pursuant to
this Agreement  shall be in writing and shall be personally  delivered,  sent by
nationally  recognized  overnight  courier or express  mail,  or mailed by first
class certified or registered mail, postage prepaid, return receipt requested as
follows:

     (a) If to the Executive:             (b) If to the Company:

         [address deleted]                     Beacon Power Corporation
                                               234 Ballardvale Street
                                               Wilmington, MA 01887
                                               Attn: Chief Executive Officer

     or to such address as a party shall have  designated by notice to the other
party.

     Section  14.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with  the  internal  laws  of  the   Commonwealth  of
Massachusetts  without giving effect to any choice or conflict of laws provision
or rule that would cause the application of the domestic substantive laws of any
other jurisdiction.

     Section  15.  Amendments  and  Waivers.  No  amendment  or  waiver  of this
Agreement or any  provision  hereof shall be binding upon the party against whom
enforcement  of such  amendment or waiver is sought unless it is made in writing
and signed by or on behalf of such party. The waiver by either party of a breach
of any  provision of this  Agreement by the other party shall not operate and be
construed  as a waiver or a  continuing  waiver by that party of the same or any
subsequent breach of any provision of this Agreement by the other party.

     Section 16. Binding Effect. This Agreement shall be binding on and inure to
the benefit of the parties  hereto and their  respective  heirs,  executors  and
administrators,  successors  and assigns,  except that it may not be assigned by
the  Company  without the  Executive's  consent,  provided  that the Company may
assign this Agreement to an entity that acquires substantially all the Company's
assets by means of an asset sale,  merger or  otherwise,  provided  further that
such  entity  shall  agree in writing to assume and be bound by this  Agreement.
This Agreement is personal to the Executive and is not assignable by him.

     Section 17. Entire  Agreement.  This  Agreement  constitutes  the final and
entire  Agreement of the parties with respect to the matters  covered hereby and
replaces and supersedes all other agreements and understandings relating hereto.
The  Executive  expressly  acknowledges  that the Offer Letter was not a binding
agreement and is of no further force and effect. The Executive also acknowledges
that any claims or causes of action the  Executive  may have had pursuant to the
Offer Letter are null and void.

     Section 18. Survivability. Sections 8, 11, 12, 13, 14, 15, 16 and 17 herein
shall survive the termination of this Agreement.

     Section 19. Pronouns.  Whenever the context may require,  any pronouns used
in this Agreement shall include the corresponding masculine,  feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.

     Section 20.  Counterparts.  This Agreement may be executed in any number of
counterparts  and with  counterpart  signatures  pages,  each of which  shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
as of the date first above written.


EXECUTIVE                                    BEACON POWER CORPORATION


_______________________                      By: _____________________________
William Driscol                                  Signature
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