Exhibit 10.1: FORM OF NON-QUALIFIED OPTION AGREEMENT


POWER REIT
2012 EQUITY INCENTIVE PLAN
NON-QUALIFIED OPTION AGREEMENT


Power REIT, a Maryland real estate investment trust (the "Company"),
hereby grants an option to purchase shares of its common stock, par value
$0.001 (the "Option"), to the Grantee named below, subject to the vesting
and other conditions set forth below. Additional terms and conditions of
the grant are set forth in this cover sheet and in the attachment
(collectively, the "Agreement"), and in the Company's 2012 Equity
Incentive Plan (as amended from time to time, the "Plan").

Grant Date: 				_______________________

Name of Grantee: 			_______________________

Number of Shares Covered by Option: 	_______________________

Option Price per Share: 		$_______________________

Vesting Schedule 		The Option shall vest on
				each vesting date set forth below*:



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*Vesting shall be rounded to the nearest
whole share and in no event shall the
cumulative number of options vested exceed
the shares covered by this grant.

By your signature below, you agree to all of the terms and conditions
described herein, in the attached Agreement and in the Plan, a copy of
which is also attached. You acknowledge that you have carefully reviewed
the Plan, and agree that the Plan will control in the event any provision
of this cover sheet or Agreement should appear to be inconsistent.


Grantee:  	_____________   Date:  _____________
		(Signature)


Company:  	_____________   Date:  _____________
		(Signature)

Title:  	_____________________________

Attachment

This is not a stock certificate or a negotiable instrument.


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POWER REIT
2012 EQUITY INCENTIVE PLAN
NON-QUALIFIED OPTION AGREEMENT

Non-qualified Option

This Agreement evidences an award of an Option exercisable for that number
of shares of Stock set forth on the cover sheet and subject to the vesting
and other conditions set forth herein, in the Plan and on the cover sheet.
This option is not intended to be an incentive option under Section 422 of
the Internal Revenue Code and will be interpreted accordingly.

Transfer of Option

During your lifetime, only you (or, in the event of your legal incapacity,
incompetency or death, your guardian or legal representative) may exercise
the Option. The Option may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered, whether by operation of law or
otherwise, nor may the Option be made subject to execution, attachment or
similar process. If you attempt to do any of these things, this Option
will immediately become forfeited.

Notwithstanding these restrictions on transfer, the Plan administrator may
authorize, in its sole discretion, the transfer of a vested Option (in
whole or in part) to a member of your immediate family or a trust for the
benefit of your immediate family.

Vesting

Your Option shall vest in accordance with the vesting schedule shown on
the cover sheet so long as you continue in Service on the vesting dates
set forth on the cover sheet and is exercisable only as to its vested
portion.

Notwithstanding your vesting schedule, your Option will become 100% vested
upon termination of your Service due to your death, Disability or
Involuntary Termination.

"Involuntary Termination" means termination of your Service by reason of
your involuntary dismissal by the Company or its successor for reasons
other than Cause[; or your voluntary resignation for Good Reason as
defined in any applicable employment or severance agreement, plan, or
arrangement between you and the Company, or if none, then following (x) a
substantial adverse alteration in your title or responsibilities from
those in effect immediately prior to such alteration; (y) a reduction in
your annual base salary or consulting fee (or as the same may be increased
from time to time) or a material reduction in your annual target bonus
opportunity; or (z) the relocation of your principal place of employment
to a location more than 35 miles from your principal place of employment
or the Company's requiring you to be based anywhere other than such
principal place of employment (or permitted relocation thereof) except for
required travel on the Company's business to an extent substantially
consistent with your business travel obligations prior to such new travel
requirements. To qualify as an "Involuntary Termination" you must provide
notice to the Company of any of the foregoing occurrences within 120 days
of the initial occurrence and the Company shall have 30 days to remedy
such occurrence]. [Include bracketed section for senior management and
other individuals so designated by the Board]

Change in Control

Notwithstanding the vesting schedule set forth above, upon the
consummation of a Change in Control, this option will become 100% vested
(i) if it is not assumed, or equivalent options are not substituted for
the options, by the Company or its successor, or (ii) if assumed or
substituted for, upon your Involuntary Termination following the
consummation of the Change in Control.

Forfeiture of Unvested Options / Term

Unless the termination of your Service triggers accelerated vesting or
other treatment of your Option pursuant to the terms of this Agreement,
the Plan, or any other written agreement between an Applicable Entity and
you, you will automatically forfeit to the Company those portions of the
Option that have not yet vested in the event your Service terminates for
any reason. Your option will expire in any event at the close of business
at Company headquarters on the day before the 10th anniversary of the
Grant Date, as shown on the cover sheet. Your option will expire earlier
if your Service terminates, as described below.

Expiration of Vested Options After Service Terminates

If your Service terminates for any reason, other than death, Disability,
Involuntary Termination or Cause, then the vested portion of your Option
will expire at the close of business at Company headquarters on the 120th
day after your termination date.

If your Service terminates for death, Disability or Involuntary
Termination, then the vested portion of your Option will expire at the
close of business at the Company headquarters on the date twelve (12)
months from such death, Disability or Involuntary Termination.  If your
Service terminates for death or Disability, during that twelve (12) month
period, your estate / heirs, personal representative or assign may
exercise the vested portion of your Option.

If your Service is terminated for Cause, then you shall immediately
forfeit all rights to your entire Option and the Option shall immediately
expire.

Forfeiture of Rights

If you should take actions in violation or breach of or in conflict with
any non-competition agreement, any agreement prohibiting solicitation of
employees or clients of the Company or any Affiliate or any
confidentiality obligation with respect to the Company or any Affiliate or
otherwise directly in competition with the Company or any Affiliate or if
you are terminated for Cause ("Forfeiture Actions"), the Company has the
right to cause an immediate forfeiture of your rights to this Option and
the Option shall immediately expire.  In addition, if you have exercised
any options during the one (1) year period prior to receiving a forfeiture
notice from Company, you will owe the Company a cash payment (or
forfeiture of shares of such Stock) in an amount determined as follows:
(1) for any shares of Stock acquired through this Agreement that you have
sold prior to receiving notice from the Company, the amount will be the
proceeds received from the sale(s) of such Stock, less the option exercise
price, and (2) for any shares of Stock that you have acquired through this
Agreement that you still own, the amount will be the number of shares of
such Stock owned times the Fair Market Value of the shares of Stock on the
date you receive notice from the Company, less the option exercise price
(provided, that the Company may require you to satisfy your payment
obligations hereunder either by forfeiting and returning to the Company
such shares or making a cash payment or a combination of these methods as
determined by the Company in its sole discretion).

Leaves of Absence

For purposes of this Agreement, your Service does not terminate when you
go on a bona fide leave of absence that was approved by the Company in
writing if the terms of the leave provide for continued Service crediting,
or when continued Service crediting is required by applicable law. Your
Service terminates in any event when the approved leave ends unless you
immediately return to active employee work.
The Company may determine, in its discretion, which leaves count for this
purpose, and when your Service terminates for all purposes under the Plan
in accordance with the provisions of the Plan.

Notice of Exercise

The Option may be exercised, in whole or in part, to purchase a whole
number of vested shares of Stock of not less than 100 shares, unless the
number of vested shares purchased is the total number available for
purchase under the option, by following the procedures set forth in the
Plan and in this Agreement.

When you wish to exercise this Option, you must exercise in a manner
required or permitted by the Company. If someone else wants to exercise
this Option after your death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.

Restrictions on Exercise and REIT Compliance

It is intended that any exercise of the vested portion of this Option
shall not result, on a pro-forma basis, in the Company failing to qualify
as a real estate investment trust.  Therefore, the vested portion of this
Option may only be exercised to purchase Stock if, after giving effect to
such purchase, (i) you do not beneficially or constructively exceed the
Ownership Limit under the Company's declaration of trust, as may be
amended from time to time ("Declaration"), or (ii) the Board of Trustees
have provided you a written waiver from the Ownership Restrictions
pursuant to the Declaration. If it is determined that there is a conflict
between this Agreement and the company's compliance with REIT
concentration tests, the company shall reserve the right to amend this
Agreement, only to the minimum extent necessary, to remain in compliance
with such REIT concentration rules.

Form of Payment

When you exercise your Option, you must include payment of the option
price indicated on the cover sheet for the shares you are purchasing.
Payment may be made in one (or a combination) of the following forms:

- Cash, your personal check, a cashier's check, a money order or
another cash equivalent acceptable to the Company; or

- Shares of Stock which are owned by you and which are surrendered to
the Company. The Fair Market Value of the shares as of the effective
date of the option exercise will be applied to the option price; or

- By delivery (on a form prescribed by the Company) of an irrevocable
direction to a licensed securities broker acceptable to the Company
to sell Stock and to deliver all or part of the sale proceeds to the
Company in payment of the aggregate option price and any withholding
taxes (if approved in advance by the Committee of the Board if you
are either an executive officer or a director of the Company); or

- Or another form approved by the Company, in its sole discretion,
which form of payment results in the same economic result as the
three forms of payment listed above.

Evidence of Issuance

The issuance of the shares upon exercise of this Option shall be evidenced
in such a manner as the Company, in its discretion, will deem appropriate,
including, without limitation, book-entry, registration or issuance of one
or more share certificates.

Withholding Taxes

You agree as a condition of this grant that you will make acceptable
arrangements to pay any withholding or other taxes that may be due as a
result of the Option exercise or sale of Stock acquired under this Option.
In the event that any Applicable Entity determines that any federal,
state, local or foreign tax or withholding payment is required relating to
the exercise of this Option or sale of Stock arising from this Option, the
Applicable Entity shall have the right to require such payments from you,
or withhold such amounts from other payments due to you from the
Applicable Entity (including withholding the delivery of vested shares of
Stock otherwise deliverable under this Agreement).

Retention Rights

This Agreement and this Option do not give you the right to be retained by
any Applicable Entity in any capacity. Unless otherwise specified in an
employment or other written agreement between the Applicable Entity and
you, the Applicable Entity reserves the right to terminate your Service at
any time and for any reason.

Stockholder Rights

You, or your estate or heirs, have no rights as a shareholder of the
Company until the Stock has been issued upon exercise of your Option and
either a certificate evidencing your Stock has been issued or an
appropriate entry has been made on the Company's books. No adjustments are
made for dividends, distributions or other rights if the applicable record
date occurs before your certificate is issued (or an appropriate book
entry is made), except as described in the Plan.

Your Option shall be subject to the terms of any applicable agreement of
merger, liquidation or reorganization in the event the Company is subject
to such corporate activity.

Clawback

This Award is subject to mandatory repayment by you to the Company to the
extent you are or in the future become subject to any Company "clawback"
or recoupment policy that requires the repayment by you to the Company of
compensation paid by the Company to you in the event that you fail to
comply with, or violate, the terms or requirements of such policy.

If the Company is required to prepare an accounting restatement due to the
material noncompliance of the Company, as a result of misconduct, with any
financial reporting requirement under the securities laws, and you are
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
Act of 2002 and you knowingly engaged in the misconduct, were grossly
negligent in engaging in the misconduct, knowingly failed to prevent the
misconduct or were grossly negligent in failing to prevent the misconduct,
you shall reimburse the Company the amount of any payment in settlement of
this Award earned or accrued during the 12-month period following the
first public issuance or filing with the United States Securities and
Exchange Commission (whichever first occurred) of the financial document
that contained such material noncompliance.

[Notwithstanding any other provision of the Plan or any provision of this
Agreement, if the Company is required to prepare an accounting
restatement, then you shall forfeit any cash or Stock received in
connection with this Award (or an amount equal to the fair market value of
such Stock on the date of delivery if you no longer hold the shares of
Stock) if pursuant to the terms of this Agreement, the amount of the Award
earned or the vesting in the Award was explicitly based on the achievement
of pre-established performance goals set forth in this Agreement
(including earnings, gains, or other criteria) that are later determined,
as a result of the accounting restatement, not to have been achieved.]
[Include if any performance goals are included in award]

Applicable Law

This Agreement will be interpreted and enforced under the laws of the
State of Maryland, other than any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of
this Agreement to the substantive law of another jurisdiction.

The Plan

The text of the Plan is incorporated in this Agreement by reference.
Certain capitalized terms used in this Agreement are defined in the Plan,
and have the meaning set forth in the Plan.

This Agreement and the Plan constitute the entire understanding between
you and the Company regarding this Option. Any prior agreements,
commitments or negotiations concerning this grant are superseded; except
that any written employment, consulting, confidentiality, non-competition,
non-solicitation and/or severance agreement between you and any Applicable
Entity shall supersede this Agreement with respect to its subject matter.

Data Privacy

In order to administer the Plan, the Company may process personal data
about you. Such data includes, but is not limited to, information provided
in this Agreement and any changes thereto, other appropriate personal and
financial data about you such as your contact information, payroll
information and any other information that might be deemed appropriate by
the Company to facilitate the administration of the Plan.

By accepting this grant, you give explicit consent to the Company to
process any such personal data.

Code Section 409A

It is intended that this Award comply with Section 409A of the Code
("Section 409A") or an exemption to Section 409A. To the extent that the
Company determines that you would be subject to the additional 20% tax
imposed on certain non-qualified deferred compensation plans pursuant to
Section 409A as a result of any provision of this Agreement, such
provision shall be deemed amended to the minimum extent necessary to avoid
application of such additional tax. The nature of any such amendment shall
be determined by the Company. For purposes of this Award, a termination of
Service only occurs upon an event that would be a Separation from Service
within the meaning of Section 409A.

By signing this Agreement, you agree to all of the terms and conditions
described above and in the Plan.