0001193125-06-009371 Sample Contracts

DISTRIBUTED ENERGY SYSTEMS CORP. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services
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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services • Delaware

This Agreement is made January 16, 2006 (the “Effective Date”), by and between Distributed Energy Systems Corp. (“DESC”) and Ambrose L. Schwallie.

AGREEMENT
Employment Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services

THIS AGREEMENT (the “Agreement”), made as of this 1st day of September, 2005, entered into by Distributed Energy Systems Corp., a Delaware corporation with its principal place of business at 10 Technology Drive, Wallingford, CT 06492 (the “Company”), and Clint Coleman, residing at 243 Mad Meadow Road, Warren, VT 05674 (the “Employee”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 20th, 2006 • Distributed Energy Systems Corp • Electric services • Delaware

This Agreement is made January 16, 2006 (the “Effective Date”), by and between Distributed Energy Systems Corp. (“DESC”) and Ambrose L. Schwallie.

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