<SEQUENCE>4

<FILENAME>d34619exv10w35.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>

<PAGE>



                                                                    EXHBIT 10.35



                            ASSET PURCHASE AGREEMENT



                             DATED DECEMBER 13, 2005



                                     BETWEEN



                           SATCON POWER SYSTEMS, INC.,

                                     SELLER



                                       AND



                           QUALMARK LING CORPORATION,

                                      BUYER



<PAGE>



                                TABLE OF CONTENTS





<TABLE>

<CAPTION>

Exhibits                                                     Page

--------                                                     ----

<S>                                                          <C>

Exhibit A - Bill of Sale

Exhibit B - Instrument of Assumption

Exhibit C - Cross Receipt

Exhibit D - Confidentiality and Non-Disclosure Agreement

</TABLE>



<TABLE>

<CAPTION>

Schedules

---------

<S>                 <C>

Schedule 1.1(b) -   Excluded Assets

Schedule 1.5 -      PM10 Designs

Schedule 2.1 -      Organization

Schedule 2.3 -      Non-Contravention

Schedule 2.5(a) -   Acquired Assets

Schedule 2.5(c) -   Security Interests

Schedule 2.6(a) -   Intellectual Property

Schedule 2.7 -      Inventory

Schedule 2.8 -      Contracts

Schedule 2.10 -     Warranties

</TABLE>



<PAGE>



                            ASSET PURCHASE AGREEMENT



     This Asset Purchase Agreement is entered into as of December , 2005 by and

between Qualmark Ling Corporation, a Colorado corporation (the "Buyer"), and

SatCon Power Systems, Inc., a Delaware corporation (the "Seller").



     This Agreement contemplates a transaction in which the Buyer will purchase

certain of the assets and assume certain of the liabilities of the Seller

related to its Ling Shaker and Amplifier business.



     Capitalized terms used in this Agreement shall have the meanings ascribed

to them in Article IX.



     In consideration of the representations, warranties and covenants herein

contained, the Parties agree as follows.



                                    ARTICLE I



                               THE ASSET PURCHASE



     1.1 Purchase and Sale of Assets.



          (a) Upon and subject to the terms and conditions of this Agreement,

the Buyer shall purchase from the Seller, and the Seller shall sell, transfer,

convey, assign and deliver to the Buyer, at the Closing, for the consideration

specified below in this Article I, all right, title and interest in, to and

under the Acquired Assets.



          (b) Notwithstanding the provisions of Section 1.1(a), the Acquired

Assets shall not include the Excluded Assets.



     1.2 Assumption of Liabilities.



          (a) Upon and subject to the terms and conditions of this Agreement,

the Buyer shall assume and become responsible for, from and after the Closing,

the Assumed Liabilities.



          (b) Notwithstanding the terms of Section 1.2(a) or any other provision

of this Agreement to the contrary, the Buyer shall not assume or become

responsible for, and the Seller shall remain liable for, the Retained

Liabilities.



     1.3 Purchase Price.



          (a) The Purchase Price to be paid in full in cash by the Buyer for the

Acquired Assets at the Closing shall be $2,325,000, subject to adjustment as set

forth in Section 1.3(b) below.



          (b) Prior to Closing Seller and Buyer shall, jointly and in good

faith, make an evaluation of any changes in the inventory of Seller as reflected

in Schedule 2.7. Any reduction in such inventory shall result in a concomitant

reduction in the Purchase Price to be paid at closing, and any increase in such

inventory shall result in a concomitant increase in the Purchase Price to be

paid at closing. The amount of such reduction or increase, if any, shall be

agreed upon in writing by Seller and Buyer immediately prior to closing, and

such written document will constitute an amendment to this Agreement.



     1.4 Allocation. Seller and Buyer agree to the allocated fair market value

of the Acquired Assets as follows:



<PAGE>



<TABLE>

<S>                                 <C>

Inventory                           $1,842,749

Furniture, Fixtures and Equipment   $   68,000

Vendor Tooling                      $  240,000

Ling name and trademark             $  171,251

                                    ----------

   TOTAL                            $2,325,000

                                    ==========

</TABLE>



     Such allocation shall be binding on Buyer and Seller for all federal, state

and local tax purposes. Buyer and Seller shall file with their respective

federal income tax returns forms that shall reflect such allocation. In the

event that the Purchase Price is adjusted pursuant to Section 1.3(b) above, the

allocation of the Purchase Price among the Acquired Assets shall be

appropriately modified to reflect increases or decreases in the inventory.



     1.5 PM10 Designs and Amplifiers. At the Closing, Seller will transfer to

Buyer and Seller joint ownership of Seller's PM 10 Power Module designs listed

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