Exhibit
10.1

     

    CONTRACT
LETTER NO.  178698X103

    


    This
Contract, No. 178698X103  (“Contract”), is entered into this 18th day of
February, 2009, (“Effective Date”), by and between American Electric Power
Service Corporation, a New York corporation, as agent for Columbus Southern
Power Company (“CSP”), an Ohio corporation (collectively “AEP”), both having
their principal places of business at 1 Riverside Plaza, Columbus,
Ohio  43215, and Beacon Power Corporation (“Beacon”), a Delaware
corporation, having its principal place of business at 65 Middlesex Road,
Tyngsboro, MA  01879.  AEP or Beacon may be referenced
individually as a “Party” and collectively as the “Parties”.

    


    Background

    


    WHEREAS,
Beacon desires to utilize certain property belonging to CSP with a connection to
the PJM grid located at CSP’s Bixby Substation at 3951 Bixby Road, Groveport, OH
43125 (“Site”) to construct a 1MW Flywheel Module, Smart Energy Matirx (“SEM”)
to demonstrate Frequency Regulation in PJM for Grid Stability (“Project);
and

    


    WHEREAS,
CSP has property of the type desired by Beacon, and AEP desires to provide
access to and space at the Site and certain services in support of the Project
in exchange for receiving information concerning the performance of the 1MW
Flywheel Module, SEM and its impact on Frequency Regulation in PJM and Grid
Stability that results from the Project; and

    


    WHEREAS,
Beacon will be selling regulation ancillary services to PJM as defined below;
and

    


    WHEREAS,
the Parties now desire to enter into a Contract under the terms and conditions
provided herein;

    


    NOW
THEREFORE, in consideration of the mutual promises made herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, AEP and Beacon agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Scope of
      Project:

            


    

    


    (a) General

    


    Beacon
will supply, deliver, and install, at its sole expense, a 1MW Flywheel Module,
with an outdoor substation-style design consisting of up to twelve (12) 100 kW
Generator Modules, plus associated power electronics housed in a steel cargo
container (“System”), at the Site.  AEP will provide access to the
Site, and to PJM through its interface.  AEP shall supply and/or
procure the materials and services as required to provide access to PJM,
including supplying and installing of transformer, pad, wiring and connection to
power lines.

    


    (b) Distribution Connection
with Generation Source

    


    GROUND
CURRENT SOURCES – Protective relays must be utilized to detect line-to-ground
faults.  Beacon shall provide adequate protection to comply with IEEE
Standard 1547 and to clear its generation source for all types of faults on the
AEP system including any breaker failure event.  Adequate protection
requires that all fault types are cleared before equipment damage occurs to AEP
facilities.  If Beacon fails to provide adequate protection for faults
that Beacon’s System may cause to the AEP system, then Beacon shall be
responsible for all direct damages to AEP facilities resulting from such
inadequate fault protection.

     

    
      
        
           


        

        
          Page 1 of
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    AUTOMATIC
RECLOSING – Automatic high speed reclosing is applied to the transmission
circuits supplying the Site.  When AEP source breakers trip and
isolate Beacon’s facilities, Beacon shall ensure that its generator(s) are
disconnected in accordance with requirements established in IEEE Standard 1547
from AEP facilities, prior to automatic reclosure by AEP.  Automatic
reclosing out-of-phase with Beacon’s generator may cause damage to Beacon’s
equipment.  Beacon is solely responsible for the protection of its
equipment from reclosing by AEP.

    


    
      	
               
      

            	
              2.

            	
              Incorporation and Priority of
      Documents:

            


    

    


    The
Contract consists of the following documents, attached hereto and incorporated
herein by reference and listed in their order of priority in the event of a
conflict:

    


    
      	
              
              

            	
              a. 

            	
              the
      Contract Letter;

            


    

    
      	
              
              

            	
              b. 

            	
              American
      Electric Power Supplementary Environmental, Safety and Health Terms and
      Conditions for Distribution Construction and Maintenance Contracts
      dated October 24, 2007 and Supplementary Terms and Conditions for
      Distribution Construction and Maintenance Contracts dated February 29,
      2008
      (collectively designated “Safety Terms”), designated as Exhibit
      A;

            


    

    
      	
               
      

            	
              c.

            	
              the
      Mutual Confidentiality Agreement between American Electric Power Service
      Corporation and Beacon Power Corporation dated February 4, 2008,
      designated as Exhibit B; and

            


    

    
      	
               
      

            	
              d.

            	
              the
      Distribution Impact Study Beacon Power Corporation Distributed Generation
      Interconnection Request located at 3951 Bixby Road, Groveport Ohio dated
      July 1, 2008, designated as Exhibit
C.

            


    

    


    
      	
               
      

            	
              3.

            	
              Term of
      Contract:

            


    

    


    
      	
               
      

            	
              The
      term of this Contract shall commence on the Effective Date and shall
      remain in full force and effect until December 31, 2010 (“End of Term”),
      unless otherwise agreed in writing signed by the Parties, or terminated
      earlier as provided elsewhere
herein.

            


    

    


    
      	
               
      

            	
              4.

            	
              Termination:

            


    

    


    
      	
               
      

            	
              a.

            	
              By
      Beacon

            


    

    


    Beacon
has the right to terminate this Contract at any time upon giving 14 days written
notice to AEP.

    
       

    

    
      
        
           


        

        
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                b.

              	
                 By
      AEP

              


      

    

    


    (i) If
the Project is interfering with CSP’s Site or AEP’s system operation, or (ii) if
Beacon has committed any material violation of the Contract, or (iii) if Beacon
has filed a petition in bankruptcy or if its creditors file an involuntary
petition in bankruptcy against Beacon, or if Beacon makes a general assignment
for the benefit of its creditors, then AEP may, after giving 72 hours notice of
the default under subsections (i) or (ii), if applicable, and without advance
notice under subsection (iii), terminate this Contract upon giving written
notice to Beacon of such termination (which notice shall provide all relevant
details of the reasons for such termination).  This Contract shall not
be terminated if Beacon cures the default under subsections (i) or (ii) within
72 hours of AEP’s notice.

    


    
      	
               
      

            	
              c.

            	
              At End of
      Term

            


    

    


    Upon
termination or expiration of the Contract, Beacon shall remove all of its
equipment and materials from the Site at its expense, and return the Site to its
original condition within 90 days.  In the event that Beacon fails to
remove its equipment and materials as provided herein, or fails to return CSP’s
Site to its pre-Contract condition, AEP may, upon advance written notice to
Beacon, take any action at the Site that is necessary to accomplish such removal
and return of Site condition, and Beacon shall be liable to AEP for all of its
reasonable direct and indirect costs to do so.  AEP may, if it elects,
sell the equipment and materials that Beacon has failed to timely remove for
scrap to defray AEP’s costs to remove such equipment and materials and return
the Site to its pre-Contract condition, but Beacon shall remain liable for the
balance of AEP’s costs, if any.

    


    
      	
              
              

            	
              5.

            	
              Reimbursement/Other
      Costs:

            


    

    


    
      	
               
      

            	
              a.

            	
              Beacon
      shall be responsible for all costs associated with the construction,
      installation, operation and maintenance of the 1 MW Flywheel Module.
      Beacon expects to settle the cost of any energy injected or absorbed by
      its flywheel system directly with PJM at the wholesale LMP rate. Beacon
      does not expect to require station power, but if required (principally for
      lights), AEP will meter and sell such station power to Beacon at its
      standard retail rate.

            


    

    


    
      	
               
      

            	
              b.

            	
              In
      consideration of CSP hosting the Project, Beacon will share data on the
      performance of the System, and its impact on PJM and grid stability with
      CSP; allow CSP to observe the performance of the Flywheel Module system;
      and facilitate CSP’s understanding of the Flywheel Module system and its
      applications to improve the reliability of electrical
      service.  CSP shall have the right to distribute the information
      learned to AEP and AEP’s affiliates.  CSP will assist Beacon in
      evaluating such data and performance and the effect on the reliability of
      electrical service.

            


    

    


    
      
        	
                
                

              	
                6. 

              	
                Insurance:

              


      

    

    


    Beacon
shall, with respect to the Project on the CSP Site:

    
       

    

    
      
        
           


        

        
          Page 3 of
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              a.

            	
              maintain
      workers’ compensation for its employees and comply with the applicable
      safety and occupational disease laws where the Project is
      located;

            


    

    


    
      	
               
      

            	
              b.

            	
              maintain
      commercial general liability insurance, which shall include Contractual
      Liability with limits of not less than $1,000,000.00 for each occurrence
      and in the aggregate.  Such insurance shall be primary and
      non-contributory to any maintained by AEP and shall include AEP as an
      additional insured; and

            


    

    


    
      	
               
      

            	
              c.

            	
              maintain
      commercial general automobile  liability insurance with limits
      for bodily injury and property damage of not less than $1,000,000.00 for
      each accident.  Such insurance shall be primary and
      non-contributory to any maintained by AEP and shall include AEP as an
      additional insured.

            


    

    


    Policies
written on a claims-made basis shall be maintained for five (5) years after
performance of the Contract is completed.

    


    Beacon
shall cause its insurer(s) of the policies referenced above to provide AEP with
an acceptable certificate of insurance including a waiver of subrogation against
AEP, where permitted by law.

    


    The
certificate of insurance must state that the insurance carrier has issued the
insurance specified, that such policies are in force, and that the insurance
carrier will give AEP 30 days prior written notice of any material change in, or
cancellation of, such policies.

    


    Beacon
and its subcontractors shall obtain waivers of subrogation on all of such
insurance as described above.  Such waivers shall be for the benefit
of AEP and its affiliated companies.

    


    Before
Beacon’s employees or its subcontractors are permitted to enter the Site, Beacon
shall certify compliance of such employees or subcontractors (as applicable)
with AEP’s Safety Terms and provide evidence of meeting AEP’s insurance
requirements as provided above.

    


    
      
        	
                
                

              	
                7. 

              	
                Safety
      and Security:

              


      

    

    


    
      	
               
      

            	
              a.

            	
              Beacon
      shall perform the Project in a safe and careful manner, provide first aid,
      and use such safety devices and methods as are necessary to protect its
      employees, agents, subcontractors, AEP's employees and agents, other
      contractors and the public from bodily injury and property
      damage.

            


    

    


    
      	
               
      

            	
              b.

            	
              Beacon
      shall comply with and enforce all applicable laws, rules and regulations
      applicable to safety and health standards, including, but not limited to,
      the Occupational Safety and Health Act of 1970 (OSHA) and any revisions of
      OSHA or successor legislation.

            


    

    


    
      
        
           


        

        
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              c.

            	
              Beacon
      shall comply with project and Site safety and security rules and all
      procedures issued by AEP as set forth in Exhibit A, provided that such
      rules and procedures do not conflict with OSHA or other safety laws, rules
      or regulations.  Beacon shall assign a competent person at all
      times to manage, coordinate and enforce its safety program during
      performance of the Project.  In the event that AEP is required
      by law or by regulatory entities to amend its safety and security rules,
      the Parties agree to negotiate in good faith any changes to the safety and
      security rules.

            


    

    


    
      	
               
      

            	
              d.

            	
              Beacon
      shall provide AEP with Material Safety Data Sheets (MSDS) for all
      applicable materials prior to delivery to CSP's
  Site.

            


    

    


    
      	
               
      

            	
              e.

            	
              Beacon
      shall obtain site permits or approval from AEP for its vehicles, any
      excavation, use of explosives, access to restricted areas, use of AEP's
      equipment, tools and facilities, and other similar
    activities.

            


    

    


    
      	
               
      

            	
              f.

            	
              AEP
      will arrange all necessary clearances on energized equipment, electrical
      and communications circuits, piping systems or other operational equipment
      on the AEP side of the interface between AEP’s system and the Beacon
      equipment.  The interface is defined as the secondary bushings
      of the AEP owned padmount transformer which shall constitute the point of
      energy delivery under the Contract.  The energy delivered to the
      grid through the interface shall be alternating current at approximately
      277/480 volts, 4-wire, 3-phase.  The energy shall be delivered
      at reasonably close maintenance to constant potential and frequency, and
      it shall be measured by a meter(s) owned and installed by Beacon, located
      adjacent to the AEP transformer, and measured at 277/480
      volts.  Prior to the beginning of testing and the initial
      energizing of any equipment, Beacon shall meet with AEP to discuss the
      interface, the mechanics for Beacon’s compliance for automatic reclosing,
      and to receive approval from AEP to proceed.  Such meeting may,
      at AEP’s sole discretion, include an inspection of the Site and Beacon
      equipment.

            


    

    


    
      	
               
      

            	
              g.

            	
              Beacon
      shall fully inform AEP in writing regarding the types, quantities and use
      of any hazardous materials brought on the Site; the types and quantities
      of hazardous wastes being generated from the Project; and Beacon's program
      for proper storing, handling and disposal of such materials in a safe and
      secure manner.

            


    

    


    
      	
               
      

            	
              h.

            	
              Each
      Party shall immediately inform the other of all regulatory safety, health
      and environmental inspections, citations and penalties associated with the
      Project or at the Site, and shall provide the other with related written
      reports and copies of all documents submitted to or by such regulatory
      agencies and insurance companies.

            


    

    


    
      	
               
      

            	
              i.

            	
              Each
      Party shall promptly inform the other of any injuries to its employees,
      agents, subcontractors, or other persons arising out of the Project that
      require medical treatment.

            


    

    


    
      	
               
      

            	
              j.

            	
              The
      Parties shall obtain, maintain, and properly complete all record keeping
      required by regulatory agencies relating to the Project.  Upon
      request, each Party shall provide the other with copies of all logs,
      reports and other records.

            


    

    


    
      
        
           


        

        
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              k.

            	
              Beacon
      shall investigate all accidents resulting in personal injury, property
      damage, or near misses to determine root cause(s) and corrective
      action(s).  Upon request, Beacon shall provide AEP with a copy
      of investigative reports, including all documents submitted to insurance
      companies.

            


    

    


    
      	
               
      

            	
              l.

            	
              All
      of Beacon’s employees, agents, subcontractors, vehicles, trailers, etc.
      entering or leaving the Site are subject to inspection at any time by
      AEP.

            


    

    


    
      	
               
      

            	
              m.

            	
              If
      a safety violation or other unsafe condition causes imminent danger, AEP
      may immediately shut down the Project involved without advance written
      notice.  If such an event occurs, AEP will supply written notice
      to Beacon as soon as possible
thereafter.

            


    

    


    
      	
               
      

            	
              n.

            	
              All
      subcontractors performing Work in conjunction with the Project at Site
      must have a substance abuse program.  This program must apply to
      all personnel.  Minimum requirements of this program shall
      include pre-hire testing, testing for cause and if requested, random
      testing.  As Beacon does not currently have a substance abuse
      program, any Beacon employee performing Work in conjunction with the
      Project at Site must submit to testing prior to beginning Work at Site;
      such Beacon employee(s) shall also be subject to testing for
      cause.  Screening substances and their associated cut-off limits
      are listed below.

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Drug

                              	 
      	
                                Screening
      Cut-Off

                              	 
      	
                                Confirmation
      Cut-Off

                              
	
                                Classes

                              	 
      	
                                Limit
      (ng/ml)

                              	 
      	
                                Limit
      (ng/ml)

                              
	
                                Amphetamines

                              	 
      	
                                1,000

                              	 	 
      	
                                500

                              	 
	
                                Benzoylecgonine

                              	 
      	
                                300

                              	  	 
      	
                                150

                              	
                                 

                              
	
                                Cannabinoids

                              	 
      	
                                50

                              	 	 
      	
                                15

                              	
                                 

                              
	
                                Opiates

                              	 
      	
                                2,000

                              	 	 
      	
                                2,000

                              	
                                 

                              
	
                                Phencyclidine

                              	 
      	
                                25

                              	 	 
      	
                                25

                              	  


                      

                    

                  

                

              

            

          

        

      

    

    


    Blood
& Breath alcohol content: .04% per Department of
Transportation.

    


    Testing
shall be performed by a testing facility certified by Department of Health &
Human Services.  Personnel must have evidence of having tested
negative within a year prior to employment for subcontractors and before the
beginning of Work at Site for Beacon employees.  AEP will accept
conditional employment predicated upon (a) employee(s) furnishing evidence that
they have submitted to testing within forty-eight (48) hours of initial Work at
Site and (b) employee(s) furnishing evidence of negative test results within
five (5) Test days of initial Work at Site.  Beacon shall ensure
personnel performing Work at Site are “drug free”.  AEP reserves the
right to examine evidence outlined herein.  Beacon shall incorporate
reciprocity on “drug free” employee verification to minimize AEP’s economic
impact and employee recertification while maintaining the program’s
intent.

    


    
      
        
           


        

        
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              o.

            	
              Because
      Beacon will not have unaccompanied access to SCADA in performance of the
      Project, it is not currently anticipated that Beacon meet the security
      criteria set forth herein.  If AEP is required by law or
      regulatory agencies to incorporate additional security criteria for
      individuals having access to AEP’s Site, Beacon will be required to meet
      certain security criteria set forth herein for the Beacon employees,
      agents and subcontractors that will be on Site. Beacon is responsible for
      assuring that each of such on Site employees meets these criteria. Beacon
      must perform a background check to assure that each of its on Site
      employees: (a) has never been convicted of a felony; (b) has never been
      convicted of a crime involving drugs or firearms; (c) has never been
      convicted of a crime involving violence or assault; and (d) has no
      immigration violations and is eligible to work in the United States. For
      the purpose of performing the background check, and to otherwise screen
      the potential Beacon employee, Beacon shall: (a) conduct a fingerprint
      background check through the repository of the individual’s current state
      of residence and states of residence during the past five (5) years; (b)
      contact two listed and two developed references; (c) verify education and
      any professional license to the extent claimed by the individual; (d)
      obtain employment history for seven-year period prior to employment with
      Beacon, including all periods of unemployment within that seven-year
      period; (e) perform a driver’s license verification if the individual will
      operate vehicles on AEP’s property (This includes motor vehicle records
      check in the state where the individual currently resides, as well as
      verification of a valid license); and (f) perform an individual Social
      Security number trace. Beacon shall submit to AEP a copy of its
      proprietary background investigation process for AEP’s review and
      file.  AEP reserves the right to conduct a background screen at
      Beacon’s expense if agreed between AEP and Beacon. AEP may audit or review
      specific Beacon screening files to ensure compliance.  Beacon
      shall not perform any screening activities that violate the federal Fair
      Credit Reporting Act, Title VII of the Civil Rights Act of 1964 or any
      other applicable law in any circumstances.  Beacon shall ensure
      that the substance and manner of any and all background checks performed
      by Beacon conform fully to applicable law.  AEP, in its sole
      discretion, shall have the option of barring from any site any person whom
      AEP determines does not meet the qualification requirements set forth
      above.

            


    

    


    
      
        	
              	
                8.

              	
                Payments and
      Credits:

              


      

    

    


    
      	
               
      

            	
              If
      either Party has to pay the other Party under this Contract, payments
      shall be made in U.S. dollars, net 30 days, upon receipt of a complete and
      accurate invoice from the other Party.  Invoices shall be
      submitted monthly.

            


    

    


    
      	
            	
              9. 

            	
              Inspections:

            


    

    


    
      	
               
      

            	
              a.

            	
              Upon
      seven days advance written notice, AEP reserves the right for its
      qualified and appropriate personnel to make periodic inspections of the
      Project in the company of Beacon personnel, for the purpose of determining
      compliance with the Contract provisions and for any other purpose it
      chooses, acting reasonably; however, such inspections shall not imply or
      be construed as AEP’s acceptance or approval of the work or the condition
      of the Project, all of which shall remain subject at all times to the
      terms and conditions of the
Contract.

            


    


    
      
         


      

      
        Page 7 of
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              b.

            	
              AEP
      reserves the right to inspect the Project at any time to determine whether
      or not it presents a risk to the grid.  If, during any such
      inspection, AEP determines that the grid is at risk as a result of the
      connection of the Beacon equipment, AEP may order the Project stopped.
      Upon such a determination, AEP will provide personnel to assist on the AEP
      side of the interface to properly bring the Project to a
      halt.  In such an event, AEP shall provide written notice, as
      soon as possible thereafter, giving full details of the facts and
      rationale for such action.  The Project will not be resumed
      until AEP is satisfied that the risk has been
  mitigated.

            


    

    


    
      
        	
              	
                10.

              	
                Limitation
      of Liability:

              


      

    

    


    Except as
expressly provided herein, neither Party shall be liable to the other for any
incidental, indirect, special, punitive or consequential
damages.  Either Party must bring any cause of action arising under
the Contract within two years from the earlier of the time the cause of action
accrues or the time the Party becomes aware of the facts underlying the cause of
action.

    


    
      	
            	
              11. 

            	
              Confidentiality:

            


    

    


    The
Parties have signed a Mutual Confidentiality Agreement dated February 4th, 2008,
attached as Exhibit B.  Exhibit B details the nondisclosure and nonuse
of each Party’s confidential information, and confirms Beacon’s ownership of all
intellectual property that may arise during the course of the
Project.

    


    Each
Party agrees that this section does not include data and information which is
required by PJM and the PJM Market Monitor.

    


    
      	
            	
              12.

            	
              Indemnification:

            


    

    


    Each
Party shall indemnify, defend at its own expense, and save the other Party
harmless from any costs and expenses, including but not limited to attorneys’
fees and court costs, arising from or related to injuries, disease or death to
persons, or damage to property, including environmental claims and liabilities,
caused by the negligence or intentional tort of  such Party, its
employees, agents or subcontractors, or caused by Beacon’s performance of the
Contract.

    


    WITH
RESPECT TO CLAIMS AGAINST AEP BY BEACON’S EMPLOYEES, BEACON AGREES TO EXPRESSLY
WAIVE ITS IMMUNITY AS A COMPLYING EMPLOYER UNDER THE WORKERS’ COMPENSATION LAW,
BUT ONLY TO THE EXTENT THAT SUCH IMMUNITY WOULD BAR OR AFFECT RECOVERY UNDER OR
ENFORCEMENT OF THIS INDEMNIFICATION OBLIGATION.  With respect to the
State of Ohio, this waiver applies to Section 35, Article II of the Ohio
Constitution and Rev. Code Section 4123.74.

    


    
      	
            	
              13. 

            	
              Assignment:

            


    

    


    Neither
Party may assign or subcontract its obligations under this Contract without the
written consent of the other Party.

     

    
      
        
        

      

      
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              14. 

            	
              Choice
      of Law:

            


    

    


    The laws
of the State of Ohio shall govern this Contract, without regard to its choice of
law statutes or case law.  All actions and proceedings brought under
this Contract shall be litigated in courts located in the State of
Ohio.

    


    
      	
            	
              15. 

            	
              Notices:

            


    

    


    
      	
               
      

            	
              Each
      Party has designated their respective representative, as listed below, to
      receive any and all notices required under this
      Contract.  Notices shall be in writing and shall be given to the
      representative designated to receive them, either by personal delivery,
      certified mail, facsimile, e-mail or any similar means, properly addressed
      to such representative.  All notices shall be effective upon
      receipt, or upon such later date following receipt as set forth in the
      notice.  Either Party may, by written notice to the other,
      change the representative or the address to which such notices are to be
      sent.

            


    

    


    All notices to AEP shall be
sent to:

    


    American Electric Power Service
Corporation

    Attn: Paula Hughes, Contract
Analyst

    825 Tech Center Drive

    Gahanna, Ohio 43230

    pshughes@aep.com

    (614)883-7130

    


    With a
copy to:

    


    American Electric Power Service
Corporation

    Attn: Benjamin D. Wilson

    850 Tech Center Drive

    Gahanna, Ohio 43230

     bdwilson@aep.com

    (614)883-7872

    


    All notices to Beacon shall
be sent to:

    


    Beacon Power Corporation

    Attn: Chet Lyons

    65
Middlesex Road

    Tyngsboro,
MA 01879

    lyons@beaconpower.com

    (978)
661-2831


    
      
         


      

      
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    With a copy to:

    


    Beacon Power Corporation

    Attn:  Rob
Rounds

    65 Middlesex Road

    Tyngsboro, MA 01879

    rounds@beaconpower.com

    (978) 661-2811

    


    
      	
            	
              16. 

            	
              Severability:

            


    

    


    
      	
               
      

            	
              In
      the event that any of the provisions, or portions thereof, of this
      Contract are held to be unenforceable or invalid by any court, the
      validity and enforceability of the remaining provisions, or portions
      thereof, shall not be affected.

            


    

    


    
      	
            	
              17. 

            	
              Waiver:

            


    

    


    Either
Party's waiver of any breach of the Contract shall not be deemed to be a waiver
of any other breach of the same or a different term of the
Contract.

    


    
      	
            	
              18. 

            	
              Headings:

            


    

    


    Headings
are provided for the convenience of the Parties, and shall not affect the
interpretation of any provision.

    


    
      	
            	
              19. 

            	
              Affiliated
      Companies:

            


    

    


    
      	
               
      

            	
              Any
      indemnification of a Party or any limitation of a Party’s liability under
      this Contract shall to the same extent apply to such Party’s directors,
      officers, employees, agents, and affiliated companies, including any
      directors, officers, employees and agents
  thereof.

            


    

    


    The
affiliated companies of the American Electric Power System are severally and not
jointly liable for obligations arising hereunder.

    


    
      	
            	
              20. 

            	
              Compliance
      with Laws:

            


    

    


    
      	
               
      

            	
              a.

            	
              Beacon
      warrants that all materials and equipment supplied and all work performed
      will comply with, and be manufactured, priced, sold and labeled in
      compliance with, all applicable federal, state and local laws, rules,
      regulations, orders and ordinances, including, without limitation,
      environmental protection, energy, safety and health, and labor laws and
      regulations and applicable industry codes and
  standards.

            


    

     

    
      
         


      

      
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              b.

            	
              Unless
      exempted, Beacon shall comply with the equal employment opportunity clause
      in Section 202 of Executive Order 11246 and all applicable rules,
      regulations, and relevant orders pertaining to Executive Order 11246,
      Section 503 of the Rehabilitation Act of 1973, and Section 4212 of the
      Vietnam Era Readjustment Assistance Act of 1974, as
      amended.  Beacon represents that it does not, and shall not for
      the term of the Contract, provide or maintain for its employees facilities
      that are segregated on the basis of race, color, religion, sex or national
      origin.  Beacon represents that it will not assign its employees
      to perform any work related to the Contract at a location where facilities
      are segregated on the basis of race, color, religion, sex or national
      origin.  Beacon agrees that it will not enter into any Contract
      to obtain goods or services relating to the Contract with any entity that
      provides, maintains or assigns its employees to work at locations where
      facilities are segregated on the basis of race, color, religion, sex or
      national origin.  As used herein, “facility” means waiting
      rooms; work areas; restaurants and other eating areas; time clocks; locker
      rooms and other storage or sleeping areas, except as necessary to assure
      privacy between male and female employees; parking lots, drinking
      fountains; recreation or entertainment areas; and
      transportation.  If not otherwise exempted by Title 48 and to
      the extent applicable, Beacon will comply with 48 CFR §52.219-8,
      Utilization of Small, Small Disadvantaged, and Women-Owned Small Business
      Concerns, and 48 CFR §52.219-9, Small, Small Disadvantaged, and
      Women-Owned Small Business Subcontracting Plan.  If not
      otherwise exempted by 41 CFR §60-1.5, Beacon represents that it will file
      all reports or other required information specified in 41 CFR
      §60-1.7.

            


    

    


    
      	
               
      

            	
              c.

            	
              Beacon
      shall indemnify and save AEP harmless from any and all costs or expenses
      arising out of any violations of such laws, ordinances and
      regulations.

            


    

    


    
      	
            	
              21. 

            	
              Entire
      Contract:

            


    

    


    
      	
               
      

            	
              The
      Contract and its Exhibits constitutes the entire Contract between the
      Parties and supersedes all previous and collateral contracts or
      understandings with respect to the subject matter of the
      Contract.  No waiver, alteration, amendment or modification of
      any of the provisions of the Contract shall be binding unless in writing
      and signed by duly authorized representatives of the
    Parties.

            


    

    


    IN WITNESS WHEREOF, Beacon and
AEP have caused this Contract to be executed by their duly authorized
representatives as of the day and year first written above.

    


    
      
        
          
            
              
                	
                        American
      Electric Power Service

                      	 
      	
                        Beacon
      Power Corporation

                      
	
                        Corporation,
      as agent for

                      	 
      	 
      	 
      
	
                        Columbus
      Southern Power Company

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                          /s/ Larry
    Dickerman

                      	 
      	
                        By:

                      	
                          /s/ F. William
    Capp

                      
	 
      	
                        Larry
      Dickerman

                      	 
      	 
      	
                        F.
      William Capp

                      
	 
      	
                        Dir
      Distribution Engrng Servcs

                      	 
      	 
      	
                        President
      and Chief Executive Officer

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Date:   

                      	
                        February 19, 2009

                      	 
      	
                        Date:   

                      	
                        February 20,
2009

                      


              

            

          

        

      

    

     

    
      
         


      

      
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