Letter agreement between the Company and Perseus Partners VII, L.P.


 Exhibit 10.2 
 Perseus Partners VII, L.P. 
 2099 Pennsylvania Avenue, NW 
 Suite 900 
 Washington, DC 20006-1813

 November 21, 2007 
 Distributed
Energy Systems Corp. 
 10 Technology Drive 
 Wallingford, CT
06492 
 Attn: Bernard H. Cherry, Chief Executive Offficer 
  

			
	Re:	  	Securities Purchase Agreement (as amended through the date hereof, the “Purchase Agreement”) dated as of May 10, 2007 by and between Distributed Energy Systems Corp.
(the “Company”) and Perseus Partners VII, L.P. (the “Purchaser”)

 Dear Mr. Cherry: 
 The Company’s Board of Directors consists of six members, three of whom qualify as “independent directors” under Nasdaq Marketplace Rule 4200(a)(15). On November 19, 2007, the Company received a
letter from the Nasdaq informing the Company that it does not satisfy the requirement set forth in Nasdaq Marketplace Rule 4350(c)(1) that requires a majority of an issuer’s board of directors to be independent directors and instructing the
Company to provide the Nasdaq, by December 4, 2007, with a specific plan and timetable to achieve compliance with this rule. 
 Pursuant
to Section 5.6 of the Purchase Agreement, the Purchaser has two representatives serving on the Company’s Board of Directors, John C. Fox and Michael L. Miller. To facilitate the Company’s compliance with Nasdaq Marketplace Rule
4350(c)(1), the Purchaser hereby agrees that Michael L. Miller will resign from the Company’s Board of Directors effective as of the date of this letter agreement. Mr. Miller’s resignation is set forth at the end of this letter
agreement. As a result of Mr. Miller’s resignation, the Company’s Board of Directors will have five members, three of whom are independent directors under Nasdaq Marketplace Rule 4200(a)(15). 
 The Company intends to add an additional independent director to its Board of Directors as soon as practicable after the execution of this letter
agreement. If requested by the Purchaser, the Company will reappoint Mr. Miller (or another person designated by the Purchaser in his place) as a director when it adds such additional independent director, with the result that the
Company’s Board of Directors will then have seven members, four of whom qualify as independent directors under Nasdaq Marketplace Rule 4200(a)(15). Until such time as Mr. Miller (or such other designee by the Purchaser) is 







 
appointed to the Company’s Board of Directors, Mr. Miller (or such other designee) shall be entitled to attend the Company’s Board of
Directors as an observer and the provisions of Section 5.6 of the Purchase Agreement shall apply with respect thereto. 
 Nothing set
forth in this letter agreement shall diminish or otherwise affect any of the rights of the Purchaser or any of the obligations of the Company under the Purchase Agreement or under any other agreement between the Purchaser and the Company entered
into in connection with the transactions contemplated by the Purchase Agreement or diminish or otherwise affect any indemnification or similar obligations of the Company with respect to Mr. Miller. 
 If the foregoing accurately sets forth the agreements of the Company and the Purchaser with respect to the subject matter hereof, please sign this letter
agreement in the space indicated below. 
  

			
	Very truly yours,
	
	PERSEUS PARTNERS VII, L.P.
		
	By:	 	Perseus Partners VII GP, L.P.,
		 	its general partner
		
	By:	 	Perseus Partners VII GP, L.L.C.,
		 	its general partner
		
	By:	 	 /s/ John C. Fox

	Name:	 	John C. Fox
	Title:	 	Senior Managing Director


  

			
	ACCEPTED AND AGREED TO:
	
	DISTRIBUTED ENERGY SYSTEMS CORP.
		
	By:	 	 /s/ Peter J. Tallian

	Name:	 	Peter J. Tallian
	Title:	 	Chief Financial Officer







 Resignation 
 In accordance with the letter agreement to which this resignation is attached, I hereby resign as a director of Distributed Energy Systems Corp. effective as of November 21, 2007. 
  

	
	 /s/ Michael L. Miller

	Michael L. Miller