ex10_40.htm


    
      

    

    EXHIBIT
10.40

    


    Employment
Agreement

    


    PureSafe
Water Systems, Inc.

    


    Agreement
made as of January 1, 2010, by and between Leslie Kessler of Jericho, New York
(“Executive”) and PureSafe Water Systems, Inc. (the “Company”).

    


    PREAMBLE

    


    The Board
of Directors of the Company recognizes Executive's previous and potential
contribution to the growth and success of the Company and desires to assure the
Company of Executive's employment in an executive capacity as Chief Executive
Officer and to compensate her therefore. Executive wants to be employed by the
Company and to commit herself to serve the Company on the terms herein
provided.

    


    NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements of the parties, the parties agree as follows:

    


    
      	
              1.

            	
              General
      Definitions.

            


    

    


    “Benefits”
shall mean all the fringe benefits approved by the Board from time to time and
established by the Company for the benefit of Executives generally and/or for
key Executives of the Company as a class, including, but not limited to, regular
holidays, vacations, absences resulting from illness or accident, health
insurance, disability and medical plans (including dental and prescription
drug), group life insurance, and pension, profit-sharing and stock bonus plans
or their equivalent.

    


    “Board”
shall mean the Board of Directors of the Company, together with an executive
committee thereof (if any), as same shall be constituted from time to
time.

    


    “Chairman”
shall mean the individual designated by the Board from time to time as its
chairman.

    


    “Change
of Control” shall mean the occurrence of one or more of the following three
events:

    


    (i)           After
the effective date of this Agreement, any person becomes a beneficial owner (as
such term is defined in Rule 13d- 3 promulgated under the Securities Exchange
Act of 1934) directly or indirectly of securities representing 33% or more of
the total number of votes that may be cast for the election of directors of the
Company;

    


    (ii)           Within
two years after a merger, consolidation, liquidation or sale of assets involving
the Company, or a contested election of a Company director, or any combination
of the foregoing, the individuals who were directors of the Company immediately
prior thereto shall cease to constitute a majority of the Board; or

    


    (iii)          Within
two years after a tender offer or exchange offer for voting securities of the
Company, the individuals who were directors of the Company immediately prior
thereto shall cease to constitute a majority of the Board.

    


    Notwithstanding
anything to the contrary in this Agreement, Executive acknowledges that the
Company is seeking to raise capital from investors which would result in such
investors acquiring a significant interest in the Company. Provided that
Executive consents in writing to the infusion of capital to the Company in
exchange for a significant equity interest in the Company, no Change in Control
shall be deemed to have occurred.


    
      
         


      

      
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    “Chief
Executive Officer” shall mean the individual having responsibility to the Board
for direction and management of the executive and operational affairs of the
Company and who reports and is accountable only to the Board.

    


    “Disability”
shall mean a written determination by a physician mutually agreeable to the
Company and Executive (or, in the event of Executive's total physical or mental
disability, Executive's legal representative) that Executive is physically or
mentally unable to perform her duties of Chief Executive Officer under this
Agreement and that such disability can reasonably be expected to continue for a
period of six (6) consecutive months or for shorter periods aggregating one
hundred and eighty (180) days in any twelve (12)-month period.

     

    “Executive”
shall mean Leslie Kessler and, if the context requires, her heirs, personal
representatives, and permitted successors and assigns.

    


    “Person”
shall mean any natural person, incorporated entity, limited or general
partnership, business trust, association, agency (governmental or private),
division, political sovereign, or subdivision or instrumentality, including
those groups identified as “persons” in §§ 13(d)(3) and 14(d)(2) of the
Securities Exchange Act of 1934.

    


    “Reorganization”
shall mean any transaction, or any series of transactions consummated in a
12-month period, pursuant to which any Person acquires (by merger, acquisition,
or otherwise) all or substantially all of the assets of the Company or the then
outstanding equity securities of the Company and the Company is not the
surviving entity, the Company being deemed surviving if and only if the majority
of the Board of Directors of the ultimate parent of the surviving entity were
directors of the Company prior to its organization.

    


    “Territory”
shall mean within a fifty (50) mile radius of any area in the United States and
any equivalent section or area of any country in which the Company has an
office, revenue-producing customers or activities.

    


    “Company”
shall mean PureSafe Water Systems, Inc., a Delaware corporation, together with
such subsidiaries and affiliates of the Company as may from time to time
exist.

     

     

    
      	
              2.

            	
              Positions,
      Responsibilities, and Terms of
Employment.

            


    

    


    2.01
Position. Executive shall serve as Chief Executive Officer and in such
additional management position(s) as the Board shall designate. In this capacity
Executive shall, subject to the bylaws of the Company, and to the direction of
the Board serve the Company by performing such duties and carrying out such
responsibilities as are normally related to the position of Chief Executive
Officer in accordance with the standards of the industry. The Board shall either
vote, or recommend to the shareholders of the Company, as appropriate, that
during the term of employment pursuant to this Agreement: (i) Executive be
nominated for election as a director at each meeting of shareholders held for
the election of directors; (ii) Executive be elected to and continued in the
office of Chief Executive Officer of the Company and such of its subsidiaries as
he may select; (iii) Executive be elected to and continued on the Board of each
subsidiary of the Company, (iv) if the Board of the Company or any of its
subsidiaries shall appoint an executive committee (or similar committee
authorized to exercise the general powers of the Board), Executive be elected to
and continued on such committee; and (v) neither the Company nor any of its
subsidiaries shall confer on any other officer or Executive authority,
responsibility, powers or prerogatives superior or equal to the authority,
responsibility, prerogatives and powers vested in Executive
hereunder.

    


    2.02 Best
Efforts Covenant. Executive will, to the best of her ability, devote a
substantial portion of her professional and business time and best efforts to
the performance of her duties for the Company and its subsidiaries and
affiliates. However, this will not prevent Executive from engaging in other
business entities that do not interfere with her responsibilities as Chief
Executive Officer.


    
      
         


      

      
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    2.03
Non-Exclusivity; No Adverse Participation. During this Agreement’s term,
Executive will be free to engage in any other employment, occupation or business
enterprise so long as they do not interfere with her ability to perform her
duties under this Agreement.  However, Executive agrees not to
acquire, assume, or participate in, directly or indirectly, any position,
investment, or interest in the Territory adverse or antagonistic to the Company,
its business or prospects, financial or otherwise, or take any action towards
any of the foregoing. The provisions of this Section shall not prevent Executive
from owning shares of any competitor of the Company so long as such shares (i)
do not constitute more than 5% of the outstanding equity of such competitor, and
(ii) are regularly traded on a recognized exchange or listed for trading by
NASDAQ in the over-the-counter market.

    


    2.04
Post-Employment Non-competition/Non-Solicitation Covenant. Except with the prior
written consent of the Board, Executive shall not engage in activities in the
Territory either on Executive's own behalf or that of any other business
organization, which are in direct or indirect competition with the Company for a
period of one (1) year subsequent to Executive's voluntary withdrawal from
employment with the Company (except for a termination pursuant to a Change in
Control), or the Company’s termination of Executive's employment for Cause.
Executive and the Company expressly declare that the territorial and time
limitations contained in this Section and the definition of “Territory” are
entirely reasonable at this time and are properly and necessarily required for
the adequate protection of the business and intellectual property of the
Company. If such territorial or time limitations, or any portions thereof, are
deemed to be unreasonable by a court of competent jurisdiction, whether due to
passage of time, change of circumstances or otherwise, Executive and the Company
agree to a reduction of said territorial and/or time limitations to such areas
and/or periods of time as said court shall deem reasonable.

    


    For a
period of one year subsequent to Executive's voluntary withdrawal from
employment with the Company (except for a termination pursuant to a Change in
Control), or the Company’s termination of Executive's employment for Cause,
Executive will not without the express prior written approval of the Board (i)
directly or indirectly, in one or a series of transactions, recruit, solicit or
otherwise induce or influence any proprietor, partner, stockholder, lender,
director, officer, Executive, sales agent, joint venturer, investor, lessor,
supplier, customer, agent, representative or any other person which has a
business relationship with the Company or had a business relationship with the
Company within the twenty-four (24) month period preceding the date of the
incident in question, to discontinue, reduce, or modify such employment, agency
or business relationship with the Company, or (ii) employ or seek to employ or
cause any business organization in direct or indirect competition with the
Company to employ or seek to employ any person or agent who is then (or was at
any time within six months prior to the date Executive or the competitive
business employs or seeks to employ such person) employed or retained by the
Company. Notwithstanding the foregoing, nothing herein shall prevent Executive
from providing a letter of recommendation to an Executive with respect to a
future employment opportunity.

    


    2.05
Confidential Information. Executive recognizes and acknowledges that the
Company’s trade secrets and proprietary information and know-how, as they may
exist from time to time (“Confidential Information”), are valuable, special and
unique assets of the Company’s business, access to and knowledge of which are
essential to the performance of Executive's duties hereunder. Executive will
not, during or after the term of her employment by the Company, in whole or in
part, disclose such secrets, information or know-how to any Person for any
reason or purpose whatsoever, nor shall Executive make use of any such property
for her own purposes or for the benefit of any Person (except the Company) under
any circumstances during or after the term of her employment, provided that
after the term of her employment these restrictions shall not apply to such
secrets, information and know-how which are then in the public domain (provided
that Executive was not responsible, directly or indirectly, for such secrets,
information or processes entering the public domain without the Company’s
consent). Executive shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure of any thereof is
specifically required by law; provided, however, that in the event disclosure is
required by applicable law, Executive shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that the Company
may seek an appropriate protective order. Executive agrees to hold as the
Company’s property all memoranda, books, papers, letters, customer lists,
processes, computer software, records, financial information, policy and
procedure manuals, training and recruiting procedures and other data, and all
copies thereof and therefrom, in any way relating to the company’s business and
affairs, whether made by her or otherwise coming into her possession, and on
termination of her employment, or on demand of the Company at any time, to
deliver the same to the Company. Executive agrees that she will not use or
disclose to other Executives of the Company, during the term of this Agreement,
confidential information belonging to her former employers.


    
      
         


      

      
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    Executive
shall use her best efforts to prevent the removal of any Confidential
Information from the premises of the Company, except as required in her normal
course of employment by the Company. Executive shall use her best efforts to
cause all persons or entities to whom any Confidential Information shall be
disclosed by her hereunder to observe the terms and conditions set forth herein
as though each such person or entity was bound hereby.

    


    2.06
Records, Files. All records, files, drawings, documents, equipment and the like
relating to the business of the Company which are prepared or used by Executive
during the term of her employment under this Agreement shall be and shall remain
the sole property of the Company.

    


    2.07
Hired to Invent. Executive agrees that every improvement, invention, process,
apparatus, method, design and any other creation that Executive may invent,
discover, conceive, or originate by herself or in conjunction with any other
Person during the term of Executive's employment under this Agreement that
relates to the business carried on by the Company during the term of Executive's
employment under this Agreement shall be the exclusive property of the Company.
Executive agrees to disclose to the Company every patent application, notice of
copyright, or other action taken by Executive or any affiliate or assignee to
protect intellectual property during the 12 months following Executive's
termination of employment at the Company, for whatever reason, so that the
Company may determine whether to assert a claim under this Section or any other
provision of this Agreement.

    


    2.08
Equitable Relief. Executive acknowledges that her services to the Company are of
a unique character which give them a special value to the Company. Executive
further recognizes that violations by Executive of any one or more of the
provisions of this Section 2 may give rise to losses or damages for which the
Company cannot be reasonably or adequately compensated in an action at law and
that such violations may result in irreparable and continuing harm to the
Company. Executive agrees that, therefore, in addition to any other remedy which
the Company may have at law and equity, including the right to withhold any
payment of compensation under Section 4 of this Agreement, the Company shall be
entitled to injunctive relief, without posting any bond or showing actual
damages, to restrain any violation, actual or threatened, by Executive of the
provisions of this Agreement.

    
 

    
      	
              3.

            	
              Compensation.

            


    

    


    3.01
Minimum Annual Compensation. The Company shall pay to Executive for the services
to be rendered hereunder a base salary at an annual rate of one hundred eighty
thousand dollars ($180,000.00) (the “Minimum Annual Compensation”). There shall
be an annual review for merit by the Board and an increase as deemed appropriate
to reflect the value of services by Executive. At no time during the term of
this Agreement shall Executive's annual base salary fall below the Minimum
Annual Compensation. In addition, if the Board increases the Minimum Annual
Compensation at any time during the term of this Agreement, such increased
Minimum Annual Compensation shall become a floor below which Executive's
compensation shall not fall at any future time during the term of this Agreement
and shall become Minimum Annual Compensation.


    
      
         


      

      
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    Executive's
salary shall be payable in periodic installments in accordance with the
Company’s usual practice for Executives of the Company.

    


    3.02 (a)
Incentive Compensation. In addition to the Minimum Annual Compensation,
Executive shall be entitled to receive payments under the Company’s incentive
compensation and/or bonus program(s) (as in effect from time to time), if any,
in such amounts as are determined by the Company to be appropriate for
Executives of the Company. Any incentive compensation which is not deductible in
the opinion of the Company’s counsel, under § 162(m) of the Internal Revenue
Code shall except as otherwise provided in this agreement be deferred and paid,
without interest, in the first year or years when and to the extent such payment
may be deducted, Executive's right to such payment being absolute, subject only
to the provisions of Section 2.08.

    


    (b)(1)
Performance Bonus. Notwithstanding anything to the contrary in this Agreement,
in addition to the payments and other benefits described in this Section 3
above, Executive shall be entitled to a Performance Bonus while rendering
services as Chief Executive Officer or in such similar capacity.  Such
bonus shall be based on the Net Operating Profit Before Income Taxes as shown on
the Annual Financial Statements or as provided by the accountants regularly
engaged by the Company.  In the event Executive's employment becomes
less than the entire year covered by the Annual Financial Statements, Executive
shall be entitled to a prorated bonus.  The prorated bonus shall be
the amount Executive would have received if Executive had been employed as Chief
Executive Officer or in such similar capacity for the entire annual period,
prorated to the portion of the annual period Executive was actually employed as
such.

    


    (2) The
Performance Bonus shall be calculated as follows:

     

    
      	
              Net
      Operating Profit Before Income
      Taxes

            	
              Performance Bonus

            
	 
      	 
      
	
              On
      the First $10 Million

            	
              0%

            
	 
      	 
      
	
              On
      the Next $40 Million

            	
              3.5%

            
	 
      	 
      
	
              On
      the Next $50 Million

            	
              2.5%

            
	 
      	 
      
	
              On
      all Amounts Over $100 Million

            	
              1.5%

            


    

    


    


    (3)
Notwithstanding anything to the contrary in this Agreement, the bonus shall be
paid within thirty (30) days after the Annual Financial Statements are completed
and furnished to the Company or filed with the SEC, whichever is
earlier.

    


    3.03
Participating in Benefits. Executive shall be entitled to all Benefits for as
long as such Benefits may remain in effect and/or any substitute or additional
Benefits made available in the future to Executives of the Company, subject to
and on a basis consistent with the terms, conditions and overall administration
of such Benefits adopted by the Company. Benefits paid to Executive shall not be
deemed to be in lieu of other compensation to Executive hereunder as described
in this Section 3.

    


    3.04
Specific Benefits. During the term of this Agreement (and thereafter to the
extent this Agreement shall require):

    


    (i)         
  Executive shall be entitled to five (5) weeks of paid vacation time
per year, to be taken at times mutually acceptable to the Company and
Executive.

    


    (ii)           The
Company shall provide fully paid accident and health insurance for Executive and
her family unless waived by Executive.

    


    (iii)          
In recognition of the necessity of the use of an automobile to the efficient and
expeditious performance of Executive's services, duties and obligations to and
on behalf of the Company, the Company shall provide to Executive, at the
Company’s sole cost and expense, a car to be chosen by Executive with an
aggregate leasing cost to the Company of not more than one thousand dollars
($1,000) per month. In addition thereto, the Company shall bear the expense of
insurance, fuel and maintenance.


    
      
         


      

      
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    (iv)          In
addition to the vacation provided pursuant to Section 3.04 (A) hereof, Executive
shall be entitled to not less than ten (10) paid holidays (other than weekends)
per year, generally on such days on which the New York Stock Exchange is closed
to trading.

    


    (v)           Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by her (in accordance with the policies and procedures established by
the Company or the Board for the similarly situated Executives of the Company)
in performing services hereunder.

    


    (vi)          Upon
submission of travel and expense reports accompanied by proper vouchers, the
Company will pay or reimburse Executive for all transportation, hotel, living
and related expenses incurred by Executive on business trips away from the
Company’s principal office, and for all other business and entertainment
expenses reasonably incurred by her in connection with the business of the
Company and its subsidiaries and affiliates during the term of this
Agreement.

    


    (vii)         Executive
shall be eligible to participate during the Employment Period in Benefits not
inconsistent or duplicative of those set forth in this Section 3.04 as the
Company shall establish or maintain for its Executives or executives
generally.

    


    (viii)        During
and following the Employment Period  the Company shall indemnify and
hold the Executive harmless to the maximum extent permitted under the General
Corporate Law of Delaware for acts taken within the scope of her employment. To
the extent that the Company obtains coverage under a director and officer
indemnification policy, the Executive shall be entitled to such coverage on a
basis that is no less favorable than the coverage provided to any other officer
or director of the Company.

     

     

    
      	
              4.

            	
              Termination
      of Employment.

            


    

    


    4.01.
Death or Permanent Disability. The Executive’s employment shall terminate
automatically upon the Executive’s death during the Employment Period. If the
Company determines in good faith that the Permanent Disability of the Executive
has occurred during the Employment Period (pursuant to the definition of
Permanent Disability set forth below), it may provide the Executive with written
notice in accordance with Section 8.09 of this Agreement of its intention to
terminate the Executive’s employment. In such event, the Executive’s employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the “Disability Effective Date”), provided that, within
the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’s duties. For purposes of this Agreement,
“Permanent Disability” shall have such meaning as under the Company’s disability
plan in which the Executive participates or, if the Executive does not
participate in any such plan, shall mean the absence of the Executive from the
Executive’s duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness, as
determined by a physician selected by the Company or its insurers and acceptable
to the Executive or the Executive’s legal representative.

    


    4.02.
Cause. The Company may terminate the Executive’s employment during the
Employment Period either with or without Cause. For purposes of this Agreement,
“Cause” shall mean:

    


    (i)         
  the willful failure of the Executive to perform the Executive’s
duties  with the Company (other than any such  failure
resulting from incapacity due to physical or mental illness) which Executive
fails to correct within fifteen (15) days of receiving written notice of the
Board's intention to terminate Executive if such failure or conduct is not
corrected;


    
      
         


      

      
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    (ii)           the
willful engaging by the Executive in illegal conduct or willful misconduct which
is materially and demonstrably injurious to the Company;

    


    (iii)          the
Executive’s conviction of, or plea of guilty or nolo contendere to, a charge of
commission of a felony;

    


    (iv)          the
Executive’s disclosure of confidential information in violation of the Company’s
written policies which is materially and demonstrably  injurious to
the Company; or

    


    (v)           the
Executive’s material willful breach of this Agreement which Executive fails to
correct within fifteen (15) days of receiving written notice of the Board’s
intention to terminate Executive if such failure is not corrected.

    


    For
purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered “willful” unless it is done, or
omitted  to be done, by the Executive in bad faith or without
reasonable belief that the Executive’s action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the  advice
of counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall  have been delivered to the
Executive a copy of a resolution duly adopted  by the affirmative vote
of not less than a majority of the entire membership of the Board at a meeting
of the Board called and held for such  purpose (after reasonable
notice is provided to the Executive and the Executive is given an opportunity,
together with counsel, to be heard before the Board), finding that, in the good
faith opinion of the Board,  the Executive is guilty of the conduct
described in clauses (i), (ii) or  (iv) above, and specifying the
particulars thereof in detail.

    


    4.03 Good
Reason. “Good Reason” shall mean (in the absence of  the written
consent of the Executive):

    


    (i)        
   the assignment to the Executive of any duties inconsistent
with the Executive’s positions (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
2.01 of this Agreement or any action by the Company which results in a
diminution in any of the foregoing, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and that is remedied
by the Company promptly after receipt of notice thereof given by the
Executive;

    


    (ii)           any
failure by the Company to comply with any of the provisions of Section 3 of this
Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

    


    (iii)          the
Company’s transfer of the Executive’s primary office located in Plainview, New
York by more than 25 miles;

    


    (iv)          any
other material breach of this Agreement by the Company; or

    


    (v)           any
failure by the Company to comply with Section 8.01of this Agreement;
or

    


    (vi)          an
event that results in a Change of Control occurs.

    


    The
Executive’s mental or physical incapacity following the occurrence
of  an event described above in clauses (i) through (v) shall not
affect the Executive’s ability to terminate employment for Good Reason and the
Executive’s death following delivery of a Notice of Termination for Good Reason
shall not affect the Executive’s estate’s entitlement to any severance payments
or benefits under Section 5(a) of this Agreement.


    
      
         


      

      
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    Notwithstanding
anything to the contrary in this Agreement, the Executive recognizes that more
experienced management in the Company’s industry is being sought to be brought
in to manage the Company and that Executive may be replaced as Chief Executive
Officer and/or as President of the Company or her duties may be
modified.  Provided Executive consents in writing to any removal,
change or modification of her position, title or duties in the Company, no
breach of this Agreement shall be deemed to have occurred.

    


    4.04
Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 8.05 of this Agreement. For
purposes of this Agreement, a “Notice of Termination” means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances  claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated and (iii) if the Date of
Termination (as defined below) is other  than the date of receipt of
such notice, specifies the termination date (which date shall be not more than
30 days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact
or  circumstance which contributes to a showing of Good Reason or
Cause shall  not waive any right of the Executive or the Company,
respectively,  hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive’s or the  Company’s rights hereunder.

    


    4.05 Date
of Termination. “Date of Termination” means (i) if the Executive’s employment is
terminated by the Company for Cause, or by the Executive with or without Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein within 30 days of such notice, as the case may be, (ii) if the
Executive’s employment is terminated by the Company other than for Cause or
Permanent Disability, the Date of Termination shall be the date on which the
Company notifies  the Executive of such termination and (iii) if the
Executive’s employment  is terminated by reason of death or Permanent
Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be. The Company and the
Executive shall take all steps necessary (including with regard to any
post-termination services by the Executive) to ensure that any termination
described in this Section 4 constitutes a “separation from service” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), and notwithstanding anything contained herein to the contrary, the date
on which such separation from service takes place shall be the “Date of
Termination.”

     

    
      	
              5.

            	
              Obligations
      of the Company upon Termination.

            


    

    


    5.01 Good
Reason or Without Cause. Subject to the Executive’s execution of the “Waiver and
Release” attached hereto as Exhibit A (the “Waiver and Release”) no later than
30 days after the Date of Termination, if, during the Employment Period, the
Company shall terminate the Executive’s employment without Cause or the
Executive shall terminate employment for Good Reason:

    


    (i)          
 the Company shall pay to the Executive in a lump sum in cash within 30
days after the Date of Termination (or, if later, five days after the effective
date of the Waiver and Release), the aggregate of the following
amounts:

    


    A. the
sum of (1) the Executive’s Annual Minimum Salary through the Date of Termination
to the extent not theretofore paid, (2) any annual incentive payment earned by
the  Executive for a prior period to the extent not theretofore paid
and not theretofore deferred, (3) any Annual Performance Bonus Payment earned by
the Executive for a prior period to the extent not theretofore paid and not
theretofore deferred,(4) any accrued and unused  vacation pay and (5)
any business expenses incurred by the Executive that are unreimbursed as of the
Date of Termination (the sum of the amounts described in clauses (1)-(5), shall
be hereinafter referred  to as the “Accrued
Obligations”);


    
      
         


      

      
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    B. The
product of (1) the Performance Bonus Payment and (2) a fraction, the numerator
of which is the number of days that have elapsed in the fiscal year of the
Company in which the Date of Termination occurs as of the Date  of
Termination, and the denominator of which is 365 (the “Pro-Rata Performance
Bonus”);

    


    C. the
amount equal to the sum of (1) three (3) times the Executive’s Annual
Minimum  Salary; (2) one (1) times the Performance Bonus Payment and
(3) one (1) times the Incentive Payment (1-3 collectively, the “Severance
Payment”);

    


    D. In the
event, Executive is not fully vested in any retirement benefits with the Company
from pension, profit sharing or any other qualified or non-qualified retirement
plan, the difference between the amounts Executive  would have been
paid if he had been vested on the date her employment was terminated and the
amounts paid or owed to the Executive pursuant to such retirement plans;
and

    


    E. The
product of (1) the Incentive Payment and (2) a fraction, the numerator of which
is the number of days that have elapsed in the fiscal year of the Company in
which the Date of Termination occurs as of the Date  of Termination,
and the denominator of which is 365 (the “Pro-Rata Incentive
Payment”).

    


    (ii)           notwithstanding
anything to the contrary contained in any stock incentive plan or grant or award
agreement, as applicable:

     

    A. All
stock options and warrants outstanding as of the Date of Termination and held by
the Executive shall vest in full and become immediately exercisable for the
remainder of their full term;

    


    B. All
restricted stock shall no longer be restricted to the extent permitted by
law.  The Company will use its best efforts, at its sole cost to
register such restricted stock as expeditiously as possible (A and B
collectively, the "Equity Benefits").

    


    (iii)          for
the remainder of the Executive’s life and the life of her spouse as of the date
hereof, the Company shall provide them continued health care benefits (such
continued health care benefits, the “Medical  Benefits”) as follows:
(A) during the first 18 months following the Date of Termination (the “Initial
Benefits Continuation Period”) such health care benefits shall be provided at
the Company’s sole expense consistent  with the Company’s practice
under the Company’s severance plan (as in effect on the Effective Date); and (B)
during the 18-month period immediately following the Initial Benefits
Continuation Period (but not beyond the Executive’s (or her spouse’s (as of the
date hereof) )attainment of age 65) (the “Subsequent Benefits Continuation
Period”), such health care benefits shall be provided under the Company’s plans,
programs, practices and policies providing health care benefits in
the  manner required by Section 4980B of the Code or other applicable
law  (“COBRA Coverage”), as if the Executive’s employment with the
Company had terminated as of the end of the Initial Benefits Continuation
Period, and  the Company shall take such actions as are necessary to
cause such COBRA  Coverage not to be offset by the provision of
benefits under this Section 5.01(iii)  and to cause the period of
COBRA Coverage under the Company’s  health care benefit plans to
commence at the end of the Initial Benefits Continuation Period. The Executive
shall be responsible for the payment of any COBRA premium during the Subsequent
Benefits Continuation Period, provided that the Company shall make a lump sum
payment to the Executive within ten days of the end of the Initial Benefits
Continuation Period (unless the Executive has theretofore died) equal to the
cost of such  premiums, plus an income tax gross-up thereon so that
the Executive  retains an amount equal to the cost of such premiums.
Within 30 days following the end of the Subsequent Benefits Period (or with
respect to  the Executive’s spouse, on the delayed payment date set
forth in the proviso below), the Company shall pay the Executive a lump sum cash
amount equal to the present value of the cost of premiums for health care
coverage as a supplement to Medicare benefits under an individual policy from a
third party insurer, with such insurer to be selected by the Executive (which
coverage in combination with Medicare benefits shall provide benefits to the
Executive and/or her spouse as of the date hereof  which are
comparable to those provided to them under the Company’s group health plan) for
the remainder of each of the lives of the Executive and  her spouse as
of the date hereof ((the payment of such cash amount and the additional coverage
to be provided to the Executive’s spouse as of the date hereof, in the event he
is not 65 at the end of the Subsequent Benefits Continuation Period),
collectively, the “Retiree Coverage”); provided, however, that notwithstanding
the foregoing, in the event the  Subsequent Benefits Continuation
Period as it applies to the Executive terminates on or after the Executive’s
attainment of age 65, her spouse (as of the date hereof) shall continue to be
provided with health care benefits under the Company’s group health plan until
he attains age 65 and shall pay for such continued participation following the
Subsequent Benefits Continuation Period (unless she attains age 65 prior to the
Subsequent Benefits Continuation Period) at the retiree rate and, upon her
attainment of age 65, the Company shall pay her a lump sum cash amount in
respect of the supplemental insurance policy described above;
and


    
      
         


      

      
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    (iv)           to
the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company  through
the Date of Termination, and, to the extent the Executive satisfies any
“retirement” based rule of any of the foregoing that provides for more
beneficial treatment to the Executive, the Executive shall be afforded such more
beneficial treatment (such other amounts and benefits and such more beneficial
treatment shall be hereinafter referred to as the “Other
Benefits”).

    


    5.02
Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without
further obligations to the Executive’s legal representatives under this
Agreement, other than for payment of Accrued Obligations, the Pro-Rata
Performance Bonus Payment, the Pro-Rata Incentive Payment, the Equity Benefits,
the provision of the Retiree Coverage for the Executive’s spouse as of the date
hereof and the timely payment or provision of the Other Benefits. Accrued
Obligations, the Pro-Rata Performance Bonus Payment and Pro-Rata Incentive
Payment shall be paid to the Executive’s estate or beneficiary, as applicable,
in a lump sum in cash within 30 days of the Date of Termination, and the payment
in respect of the Retiree Coverage (which will be in addition to any rights to
COBRA Coverage) shall be paid as soon as reasonably practicable following the
Executive’s death but in no event later than the end of the COBRA Coverage
period. With respect to the provision of Other Benefits, the term Other Benefits
as utilized in this Section 5.02 shall include, and the Executive’s estate shall
be entitled after the Date of Termination to receive, death benefits as in
effect at the Date of Termination generally with respect to senior executives of
the Company.

    


    5.03
Permanent Disability. If the Executive’s employment is terminated by reason of
the Executive’s Permanent Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations, the Pro-Rata Performance Bonus Payment,
the Pro-Rata Incentive Payment and the Severance Payment, the Equity Benefits,
the provision of the Medical Benefits in accordance with the 409A Medical
Benefits Treatment and the timely payment or provision of the Other Benefits.
Accrued Obligations, the Pro-Rata Performance Bonus Payment, the Pro-Rata
Incentive Payment and the Severance Payment shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination, provided, that in
the event that the Executive is a Specified Executive, the
Pro-Rata  Performance Bonus Payment  and the Severance
Payment shall be paid, with Interest, to the Executive on the Delayed Payment
Date. In addition, in the event that the Executive is a Specified Executive, any
cash payments in respect of the Retiree Coverage shall be paid to the Executive
(or, as applicable, her spouse on the date hereof) on the later of (i) the
Delayed Payment Date and (ii) the date that such payments would have otherwise
been paid pursuant to the Retiree Coverage. With respect to the provision of
Other Benefits, the term Other Benefits as utilized in this Section 5.03 shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits as in effect at any time thereafter
generally with respect to senior executives of the Company.


    
      
         


      

      
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    5.04
Cause. If the Executive’s employment shall be terminated for Cause this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay or provide to the Executive (A) the Accrued
Obligations and (B) the Other Benefits. Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of
Termination.

    


    5.05
Other than for Good Reason. If the Executive’s employment shall be terminated by
the Executive without Good Reason, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay or provide
to the Executive (A) the Accrued Obligations, (B) the Other Benefits, and (C)
the Retiree Coverage. Accrued Obligations shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination. In addition, in the
event that the Executive is a Specified Executive, any cash payments in respect
of the Retiree Coverage shall be paid to the Executive (or, as applicable, her
spouse on the date hereof) on the later of (i) the Delayed Payment Date and (ii)
the date that such payments would have otherwise been paid pursuant to the
Retiree Coverage.

    


    6. Full
Settlement; Legal Fees. The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the   provisions of this Agreement and
such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred, to the full extent permitted
by law, all legal fees and expenses that the Executive may reasonably incur as a
result of any contest by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus, in
each case, Interest, provided that the Executive prevails on any material issue
in such contest. In order to comply with Section 409A of the Code, (i) in no
event shall the payments by the Company under this Section 6 be made later than
the end of the calendar  year next following the calendar year in
which such fees and expenses were incurred, provided, that the Executive shall
have submitted an invoice for such fees and expenses at least 10 days before the
end of the calendar year next following the calendar year in which such fees and
expenses were incurred; (ii) the amount of such legal fees and expenses that the
Company  is obligated to pay in any given calendar year shall not
affect the legal fees and expenses that the Company is obligated to pay in any
other calendar year; (iii) the Company’s obligation to pay the Executive’s legal
fees shall terminate on the 20th anniversary of the Effective Date; and (iv) the
Executive’s right to have the Company pay such legal fees and expenses may not
be liquidated or exchanged for any other benefit.

     

     

    
      	
              7.

            	
              Certain
      Additional Payments by the Company.

            


    

    


    7.01
Anything in this Agreement to the contrary notwithstanding and except as set
forth below, in the event it shall be determined that any payment or
distribution by, or benefit from, the Company  or any person who
acquires ownership or effective control or ownership of a substantial portion of
the Company’s assets (within the meaning of section 280G of the Code) or by any
affiliate of such person, to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 7) (a “Payment”) would be subject to
the excise tax imposed by section 4999 of the Code or any interest or penalties
are incurred by Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise
Tax”), then Executive shall be entitled to receive an additional payment
(a “Gross-Up Payment”)
in an amount such that after payment by Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.  Any Gross-Up Payment that the Company is required to
make to reimburse Executive for federal, state and local taxes imposed upon
Executive, including the amount of additional taxes imposed upon Executive due
to the Company’s payment of the initial taxes on such amounts, shall be made by
the Company by the end of Executive’s taxable year next following Executive’s
taxable year in which Executive remits the related taxes to the taxing
authority.


    
      
         


      

      
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    7.02
Subject to the provisions of Section 7.03, all determinations required to be
made under this Section 7, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a certified public
accounting firm that is (i) not serving as accountant or auditor for the person
who acquires ownership or effective control or ownership of a substantial
portion of the Company’s assets (within the meaning of section 280G of the Code)
or any Affiliate of such person and (ii) agreed upon by the Company and
Executive (the “Accounting
Firm”).  The Accounting Firm shall provide detailed supporting
calculations both to the Company and Executive within 15 business days after
appointment by the Company and Executive and receipt of notice from Executive
that there has been a Payment, or such earlier time as is requested by the
Company.  All fees and expenses of the Accounting Firm shall be borne
solely by the Company.  Any Gross-Up Payment, as determined pursuant
to this Section 7 shall be paid by the Company to Executive within five days
after the receipt of the Accounting Firm’s determination and in no event later
than the payment deadline specified in Section 7.01  Any determination
by the Accounting Firm shall be binding upon the Company and
Executive.  As a result of the uncertainty in the application of
section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments that will not
have been made by the Company should have been made (“Underpayment”), consistent
with the calculations required to be made hereunder.  In the event
that the Company exhausts its remedies pursuant to Section 7.03 and Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Executive.

     

    7.03
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service, state or other taxing authority (“Taxing Authority”) that, if
successful, would require the payment by the Company of the Gross-Up Payment (or
an additional Gross-Up Payment) in the event the Taxing Authority seeks higher
payment.  Such notification shall be given as soon as practicable, but
no later than ten business days after Executive is informed in writing of such
claim, and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid.  Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due).  If
the Company notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive shall:

     

    (i)          
 give the Company any information reasonably requested by the Company
relating to such claim,

     

    (ii)           take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,

     

    (iii)           cooperate
with the Company in good faith in order to effectively contest such claim,
and


    
      
         


      

      
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    (iv)           permit
the Company to participate in any proceedings relating to such
claim;

    


    provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred at any time during the
period that ends ten years following the lifetime of Executive in connection
with such proceedings and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax and income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing
provisions of this Section 7.03, the Company shall control all proceedings taken
in connection with such contest and, at its sole option, may pursue or forego
any and all administrative appeals, proceedings, hearings and conferences with
the Taxing Authority in respect of such claim and may, at its sole option,
either direct Executive to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and Executive agrees to prosecute such
contest to determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested
amount.  The Company shall not direct Executive to pay such a claim
and sue for a refund if, due to the prohibitions of section 402 of the
Sarbanes-Oxley Act of 2002, the Company may not advance to Executive the amount
necessary to pay such claim.  The Company’s control of the contest
shall be limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and Executive shall be entitled to settle or contest, as the
case may be, any other issues raised by the Taxing Authority.  The
costs and expenses that are subject to be paid pursuant to this Section 7.03
shall not be limited as a result of when the costs or expenses are
incurred.  The amounts of costs or expenses that are eligible for
payment pursuant to this Section 7.03 (iv) during a given taxable year of
Executive shall not affect the amount of costs or expenses eligible for payment
in any other taxable year of Executive.  The right to payment of costs
and expenses pursuant to this Section 7.03 (iv) is not subject to
liquidation or exchange for another benefit.  Any payment due under
this Section 7.03 (iv) to reimburse Executive for any taxes shall be made to
Executive by the Company by the end of Executive’s taxable year following
Executive’s taxable year in which Executive remits the related taxes to the
applicable taxing authorities.

     

    7.04 If,
after the receipt by Executive of an amount advanced by the Company pursuant to
Section 7.03, Executive becomes entitled to receive any refund with respect to
such claim, Executive shall (subject to the Company’s complying with the
requirements of Section 7.03 promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto.  If, after the receipt by Executive of an amount
advanced by the Company pursuant to Section 7.03, a determination is made that
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall not be required to be repaid.

     

     

    
      	
              8.

            	
              Miscellaneous.

            


    

    


    8.01
Assignment. This Agreement and the rights and obligations of the parties hereto
shall bind and inure to the benefit of each of the parties hereto and shall also
bind and inure to the benefit of any successor or successors of the Company in a
reorganization, merger or consolidation and any assignee of all or substantially
all of the Company’s business and properties, but, except as to any such
successor of the Company, neither this Agreement nor any rights or benefits
hereunder may be assigned by the Company or Executive. This Agreement and any
rights and benefits hereunder shall inure to the benefit of and be enforceable
by the Executive's legal representatives, heirs and legatees.


    
      
         


      

      
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    8.02
Initial Term and Extensions. Except as otherwise provided in this Agreement, the
term of this Agreement shall be five (5) years commencing with the effective
date hereof (the " Initial Employment Period"). On the fifth (5th)
anniversary of the effective date, and on each subsequent annual anniversary of
the effective date thereafter, this Agreement shall be automatically extended
for an additional year (the "Renewal Period") unless either party notifies the
other in writing more than 90 days prior to the relevant anniversary date that
this Agreement is no longer to be extended (the Initial Employment Period and
each subsequent Renewal Period shall constitute the "Employment
Period").

    


    8.03
Governing Law. This Agreement shall be construed in accordance with and governed
for all purposes by the laws of the State of New York, without giving effect to
any principles of conflicts of law thereunder.

    


    8.04
Interpretation. In case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

    


    8.05
Notice. Any notice required or permitted to be given hereunder shall be
effective when received and shall be sufficient if in writing and if personally
delivered or sent by prepaid cable, telex or registered air mail, return receipt
requested, to the party to receive such notice at its address set forth at the
end of this Agreement or at such other address as a party may by notice specify
to the other.

    


    8.06
Amendment and Waiver. This Agreement may not be amended, supplemented or waived
except by a writing signed by the party against which such amendment or waiver
is to be enforced. The waiver by any party of a breach of any provision, of this
Agreement shall not operate to, or be construed as a waiver of, any other breach
of that provision nor as a waiver of any breach of another
provision.

    


    8.07
Binding Effect. Subject to the provisions of Sections 5 and 8.01 hereof, this
Agreement shall be binding on, and inure to the benefit of, the successors and
assigns of the parties hereto.

    


    8.08
Survival of Rights and Obligations. All rights and obligations of Executive or
the Company arising during the term of this Agreement shall continue to have
full force and effect after the termination of this Agreement unless otherwise
provided herein.

    


    8.09
Reverse Splits. The Company covenants and agrees that it shall not permit any
reverse stock split for a period of two (2) years from the date of any Change in
Control.

    


    8.10
Company Covenants. The Company covenants and agrees that for a period of two (2)
years from the date of  any Change in Control it shall not issue
shares of its stock or other debt or equity instruments of the Company at less
than fair market value.  The Company further covenants and agrees that
for a period of two (2) years from the date of any Change in Control, the
Company shall not dilute Executive's interest in the Company, including, but not
limited to stock or other debt or equity interests. Therefore, during said two
(2) year period, the Company shall be obligated to offer to Executive the right
to purchase or otherwise acquire any interest in the Company, including but not
limited to any stock, debt or equity instrument on the same terms and in the
same amount and numbers as offered to any third party.  Executive
shall have the right for a period of thirty (30) days or the period under the
offer to the third party, whichever is longer, to accept or refuse the same
offer being made to the third party on the same terms being offered to such
third party. Executive may however, accept or reject such offer in full or
accept a portion and reject the balance of the offer.


    
      
         


      

      
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    8.11
Effective Date and Prior Employment Agreement. Executive and the Company agree
that the Effective Date of this Agreement is the date first written at the
beginning of this Agreement.  All prior employment agreements between
the Company and Executive are hereby terminated and superceded as of the
Effective Date, provided that all rights of the Executive to any compensation or
benefits which have accrued under the prior agreements and any time or vesting
accrued in the Company or any of its benefit, pension, profit-sharing, bonus,
incentive or other plans shall be carried over.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be
duly executed as of the day and year first above written.

    


    


    
      
        	 
      	
                PURESAFE
      WATER SYSTEMS, INC.

              	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Terry Lazar

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:
      Chief Financial Officer

              	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Leslie Kessler

              	 
      
	 
      	
                LESLIE
      KESSLER

              	 
      


      

    

    


    


    Exhibit
A

    


    WAIVER
AND RELEASE

    


    PLEASE
READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS
EXECUTED BY THE EXECUTIVE.

    


    For and
in consideration of the payments and other benefits due to LESLIE KESSLER (the
“Executive”) pursuant to the Employment Agreement (the “Employment Agreement”)
entered into as of January 1, 2010 (the “Effective Date”), by and
between  PURESAFE WATER SYSTEMS , INC. (the “Company”) and the
Executive, and  for other good and valuable consideration, the
Executive irrevocably and unconditionally releases and forever discharges the
Company and each and all of its present and former officers, agents, directors,
managers, Executives, representatives, affiliates, shareholders, members, and
each of their successors and assigns, and all persons acting by, through, under
or in concert with it, and in each case individually and in their official
capacities (collectively, the “Released Parties”), from any and all charges,
complaints, grievances, claims and liabilities of any kind or nature whatsoever,
known or unknown, suspected or unsuspected (hereinafter referred to as “claim”
or “claims”) which the Executive at any time  heretofore had or
claimed to have or which the Executive may have or claim  to have
regarding events that have occurred up to and including the date of the
Executive’s execution of this Release, including, without limitation, any and
all claims related, in any manner, to the Executive’s employment or the
termination thereof. In particular, the Executive understands and agrees that
the Executive’s release includes, without limitation, all matters arising under
any federal, state, or local law, including civil rights laws and regulations
prohibiting employment discrimination on the basis of race, color, religion,
age, sex, national origin, ancestry, disability, medical condition, veteran
status, marital status and sexual orientation, or any other characteristic
protected by federal, state or local law including, but not limited to, claims
under Title VII of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit
Protection Act of 1990, as amended, the Americans with Disabilities Act, the
Rehabilitation Act, the Occupational Safety and Health Act, the Family and
Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except
as to vested benefits, if any), the Worker Adjustment and Retraining
Notification Act, the Equal Pay Act, the Fair Labor Standards Act, as amended ,
the District of Columbia Human Rights Act, as amended, the New York City
Administrative Code, as amended, the  New York Labor Law, as amended,
the Maryland Human Relations Act, the New York Executive Law, as amended, the
District of Columbia Wage Payment and Wage Collection Law, as amended, the
Maryland Wage Payments and Collection Act, as amended, claims arising out of any
legal restrictions on an employer's right to terminate its employees in any
jurisdiction, such as claims for wrongful or constructive discharge, breach of
any express or implied contract, and/or any claims on any basis whatsoever
regarding your status, pay position, or title while employed by the Company,
federal and state wage and hour laws, or any common law, public policy, contract
(whether oral or written, express or implied) or tort law, or any other federal,
state or local law, regulation, ordinance or rule having any bearing
whatsoever.


    
      
         


      

      
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    The
Executive shall have thirty (30) days from the Date of Termination to sign and
return this Release by personal or guaranteed overnight delivery to the
attention of PURESAFE WATER SYSTEMS, INC., 25 Fairchild Avenue, Plainview, New
York. Notwithstanding anything to the contrary in this Release,  the
Executive can revoke this Release within seven days after executing the Release
by sending written  notification to the Company of Executive’s intent
to revoke the Release,  and this Release shall not become effective or
enforceable until such   revocation period has expired. The
Executive’s written notification of the intent to revoke the Release must be
sent to PURESAFE WATER SYSTEMS, INC. by personal delivery or guaranteed
overnight delivery, at 25 Fairchild Avenue, Plainview, New
York,  within seven days after the Executive executed the
Release.

    


    The
Executive acknowledges that he/she may have sustained losses that are currently
unknown or unsuspected, and that such damages or losses could give rise to
additional causes of action, claims, demands and debts in the future.
Nevertheless, the Executive acknowledges that this Release has been agreed upon
in light of this realization and, being fully aware of this situation, the
Executive nevertheless intends to release the Company from any and all such
unknown claims, including damages which are unknown or unanticipated. The
parties understand the word “claims” to include all  actions, claims,
and grievances, whether actual or potential, known or unknown, and specifically
but not exclusively all claims arising out of the Executive’s employment and the
termination thereof. All such “claims” (including related attorneys’ fees and
costs) are forever barred by this Release and without regard to whether those
claims are based on any alleged breach of a duty arising in a statute, contract,
or tort; any alleged unlawful act, including, without limitation, age
discrimination; any other claim or cause of action; and regardless of the forum
in which it might be brought. Notwithstanding anything else herein to the
contrary, this Release shall  not affect, and the Executive does not
waive: (i) rights to  indemnification the Executive may have under (A)
applicable law, (B) any other agreement between the Executive and a Released
Party and (C) as an insured under any director’s and officer’s liability
insurance policy now or previously in force; (ii) any right the Executive may
have to obtain contribution in the event of the entry of judgment against the
Executive as a result of any act or failure to act for which both the Executive
and  any of its affiliates or subsidiaries (collectively, the
“Affiliated Entities”) are jointly responsible; (iii) the Executive’s rights
to  benefits and payments under any stock options, restricted stock,
restricted stock units or other incentive plans or under any retirement plan,
welfare benefit plan or other benefit or deferred compensation plan, all of
which shall remain in effect in accordance with the terms
and  provisions of such benefit and/or incentive plans and any
agreements under which such stock options, restricted shares, restricted stock
units or other awards or incentives were granted or benefits were made
available;  (iv) the Executive’s rights as a stockholder of any of the
Affiliated Entities; or (v) any obligations of the Affiliated Entities under the
Employment Agreement.


    
      
         


      

      
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    The
Executive acknowledges and agrees that the Executive: (a) has been given at
least 21 days within which to consider this Release and its ramifications and
discuss the terms of this Release with the Company before executing it (and that
any modification of this Release, whether  material or immaterial,
will not restart or change the original consideration period) and the Executive
fully understands that by signing  below the Executive is voluntarily
giving up any right which the Executive may have to sue or bring any other
claims against the Released Parties; (b) has been given seven days after
returning the Release to the Company to revoke this Release; (c) has been
advised to consult legal counsel regarding the terms of this Release; (d) has
carefully read and fully understands all of the provisions of this Release; (e)
knowingly and voluntarily agrees to all of the terms set forth in this Release;
and (f) knowingly and voluntarily intends to be legally bound by the same. The
Executive also agrees that  to the extent permitted by law, Executive
shall not (i) file a charge or complaint with the Equal Employment Opportunity
Commission or Department of Fair Employment and Housing or any other federal,
state or  local administrative or regulatory agency, or (ii)
participate in any investigation or proceedings conducted by the Equal
Employment Opportunity Commission or Department of Fair Employment and Housing
or any other federal, state or local administrative or regulatory agency.
Notwithstanding anything in this Release to the contrary, nothing in
this  Release shall be construed to prohibit the Executive from (i)
filing a charge or complaint with the Equal Employment Opportunity Commission or
Department of Fair Employment and Housing or any other federal, state
or  local administrative or regulatory agency, or (ii) participating
in any investigation or proceedings conducted by the Equal Employment
Opportunity Commission or Department of Fair Employment and Housing or any other
federal, state or local administrative or regulatory agency if Executive’s
waiver of such rights under the preceding sentence is deemed unenforceable,
illegal or against public policy.  However, in such event,
the  Executive expressly waives the right to any relief of any
kind  should the Equal Employment Opportunity Commission or Department
of Fair Employment and Housing or any other federal, state or local
administrative or regulatory agency pursue any claim on the Executive’s
behalf.

    


    This
Release is final and binding and may not be changed or modified except in a
writing signed by both parties.

    


    


    
      	
              January
      29, 2010

            	 
      	
              /s/
      Leslie Kessler

            
	
              Date

            	 
      	
              LESLIE
      KESSLER

            


    

    
 

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