EXHIBIT
      10.1    2008 NON-QUALIFIED STOCK COMPENSATION PLAN

    


    


    2008
      NON-QUALIFIED STOCK COMPENSATION PLAN

    


    1. Purpose
      of Plan

    


    This
      2008
      NON-QUALIFIED STOCK
      COMPENSATION PLAN (the “Plan”) of Pure
      Transit Technologies, Inc.,
      a
      Nevada corporation (the “Company”) for employees, consultants and other
      individuals/entities associated with the Company, is intended to advance the
      best interests of the Company by providing those persons who have a substantial
      responsibility for providing services to the Company, with additional incentive
      and by increasing their proprietary interest in the success of the Company,
      thereby encouraging them to maintain their relationships with the Company.
      

    


    2. Definitions

    


    For
      Plan
      purposes, except where the context might clearly indicate otherwise, the
      following terms shall have the meanings set forth below:

    


    “Board”
      shall mean the Board of Directors of the Company.

    


    “Committee”
      shall mean the Compensation Committee, or such other committee appointed by
      the
      Board, which shall be designated by the Board to administer the Plan, or the
      Board if no committees have been established. The Committee shall be composed
      of
one
      or
      more persons
      as from
      time to time are appointed to serve by the Board. Each member of the Committee,
      while serving as such, shall be a disinterested person with the meaning of
      Rule
      16b-3 promulgated under the Securities Exchange Act of 1934.

    


    “Common
      Shares” shall mean the Company’s Common Shares, $0.001 par value per share, or,
      in the event that the outstanding Common Shares are hereafter changed into
      or
      exchanged for different shares of securities of the Company, such other shares
      or securities.

    


    “Common
      Stock” shall mean shares of common stock which are issued by the Company
      pursuant to Section 5, below.

     

    “Common
      Stock Agreement” means an agreement executed by a Common Stockholder and the
      Company, or alternatively a board resolution setting forth the terms of
      issuance, as contemplated by Section 5, below, which imposes on the shares
      of
      Common Stock held by the Common Stockholder such restrictions as the Board
      or
      Committee deem appropriate.

    


    “Common
      Stockholder” means
      any
      person or entity to whom shares of Common Stock are issued pursuant to this
      Plan.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Company”
      shall mean
      Pure
      Transit Technologies, Inc.,
      a
      Nevada corporation, and any subsidiary corporation of Pure
      Transit Technologies, Inc.,
      as such
      terms are defined in Nevada Revised Statutes §78.431.

    


    “Fair
      Market Value” shall mean, with respect to the date a given stock compensation is
      granted, the average of the highest and lowest reported sales prices of the
      Common Shares, as reported by such responsible reporting service as the
      Committee may select, or if there were not transactions in the Common Shares
      on
      such day, then the last preceding day on which transactions took place. The
      above withstanding, the Committee may determine the Fair Market Value in such
      other manner as it may deem more equitable for Plan purposes or as is required
      by applicable laws or regulations. The Fair Market Value for purposes of the
      issuance of common stock under this plan has been established to be $1.80 per
      share on July 14, 2008.

    


    3. Administration
      of the Plan

    


    3.1 The
      Committee shall administer the Plan and accordingly, it shall have full power
      to
      grant Common Stock, construe and interpret the Plan, establish rules and
      regulations and perform all other acts, including the delegation of
      administrative responsibilities, it believes reasonable and proper.

    


    3.2 The
      determination of those eligible to receive Common Stock, and the amount, type
      and timing of each issuance and the terms and conditions of the Common Stock
      Agreements shall rest in the sole discretion of the Committee, subject to the
      provisions of the Plan.

    


    3.3 The
      Board, or the Committee, may correct any defect, supply any omission or
      reconcile any inconsistency in the Plan in the manner and to the extent it
      shall
      deem necessary to carry it into effect.

    


    3.4 Any
      decision made, or action taken, by the Committee or the Board arising out of
      or
      in connection with the interpretation and administration of the Plan shall
      be
      final and conclusive. 

    


    3.5 Meetings
      of the Committee shall be held at such times and places as shall be determined
      by the Committee. A majority of the members of the Committee shall constitute
      a
      quorum for the transaction of business, and the vote of a majority of those
      members present at any meeting shall decide any question brought before that
      meeting. In addition, the Committee may take any action otherwise proper under
      the Plan by the affirmative vote, taken without a meeting, of a majority of
      its
      members.

    


    3.6 No
      member
      of the Committee shall be liable for any act or omission of any other member
      of
      the Committee or for any act or omission on his own part, including, but not
      limited to, the exercise of any power or discretion given to him under the
      Plan,
      except those resulting from his own gross negligence or willful
      misconduct.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Shares
      Subject to the Plan

    


    The
      total
      number of shares of the Company available for issuance of Common Stock under
      the
      Plan shall be 1,000,000 Common Shares, subject to adjustment in accordance
      with
      Article 7 of the Plan, which shares may be either authorized but unissued or
      reacquired Common Shares of the Company.

    


    5. Award
      Of Common Stock

    


    5.1 The
      Board
      or Committee from time to time, in its absolute discretion, may (a) award Common
      Stock to consultants for the Company, and such other persons as the Board or
      Committee may select. 

    


    5.2 Common
      Stock shall be issued only pursuant to a Common Stock, Board Resolution, or
      Consulting or Employment Agreement, which shall be executed by the Common
      Stockholder, unless by Board Resolution, and the Company and which shall contain
      such terms and conditions as the Board or Committee shall determine consistent
      with this Plan, including such restrictions on transfer as are imposed by the
      Common Stock or Consulting or Employment Agreement.

    


    5.3 Upon
      delivery of the shares of Common Stock to the Common Stockholder, below, the
      Common Stockholder shall have, unless otherwise provided by the Board or
      Committee, all the rights of a stockholder with respect to said shares, subject
      to the restrictions in the Common Stock or Consulting Agreement, including
      the
      right to receive all dividends and other distributions paid or made with respect
      to the Common Stock.

    


    5.4 All
      shares of Common Stock issued under this Plan (including any shares of Common
      Stock and other securities issued with respect to the shares of Common Stock
      as
      a result of stock dividends, stock splits or similar changes in the capital
      structure of the Company) shall be subject to such restrictions as the Board
      or
      Committee shall provide, which restrictions may include, without limitation,
      restrictions concerning voting rights, transferability of the Common Stock
      and
      restrictions based on duration of employment with the Company, Company
      performance and individual performance; provided that the Board or Committee
      may, on such terms and conditions as it may determine to be appropriate, remove
      any or all of such restric-tions. Common Stock may not be sold or encumbered
      until all applicable restrictions have terminated or expire. The restrictions,
      if any, imposed by the Board or Committee or the Board under this Section 5
      need
      not be identical for all Common Stock and the imposition of any restrictions
      with respect to any Common Stock shall not require the imposition of the same
      or
      any other restrictions with respect to any other Common Stock.

    


    6. Adjustments
      or Changes in Capitalization

    


    6.1 In
      the
      event that the outstanding Common Shares of the Company are hereafter changed
      into or exchanged for a different number or kind of shares or other securities
      of the Company by reason of merger, consolidation, other reorganization,
      recapitalization, reclassification, combination of shares, stock split-up or
      stock dividend, within 6 months from the date hereof, and assuming the shares
      issued pursuant to this plan are still owned or fully controlled by the issuee
      under this plan, then in that event there shall be a like adjustment in the
      number of shares held by such issuee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.2 The
      foregoing adjustments and the manner of application of the foregoing provisions
      shall be determined solely by the Committee, whose determination as to what
      adjustments shall be made and the extent thereof, shall be final, binding and
      conclusive. No fractional Shares shall be issued under the Plan on account
      of
      any such adjustments.

    


    7. Government
      and Other Regulations

    


    The
      obligation of the Company to issue, transfer and deliver Common Shares under
      the
      Plan shall be subject to all applicable laws, regulations, rules, orders and
      approval which shall then be in effect and required by the relevant stock
      exchanges on which the Common Shares are traded and by government entities
      as
      set forth below or as the Committee in its sole discretion shall deem necessary
      or advisable. 

    


    8. Miscellaneous
      Provisions

    


    8.1 Any
      expenses of administering this Plan shall be borne by the Company, except the
      recipients of the common shares shall be responsible for the costs of
      preparation of this registration statement and the filing thereof.

     

    8.2 The
      place
      of administration of the Plan shall be in the State of Nevada, or such other
      place as determined from time to time by the Board, and the validity,
      construction, interpretation, administration and effect of the Plan and of
      its
      rules and regulations, and rights relating to the Plan, shall be determined
      solely in accordance with the laws of the State of Nevada.

    


    8.3 In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or the Committee, the members of the Committee shall be indemnified
      by
      the Company against all costs and expenses reasonably incurred by them in
      connection with any action, suit or proceeding to which they or any of them
      may
      be party by reason of any action taken or failure to act under or in connection
      with the Plan against all amounts paid by them in settlement thereof (provided
      such settlement is approved by independent legal counsel selected by the
      Company) or paid by them in satisfaction of a judgment in any such action,
      suit
      or proceeding, except a judgment based upon a finding of bad faith; provided
      that upon the institution of any such action, suit or proceeding a Committee
      member shall, in writing, give the Company notice thereof and an opportunity,
      at
      its own expense, to handle and defend the same, with counsel acceptable to
      the
      recipient, before such Committee member undertakes to handle and defend it
      on
      his own behalf.

    


    9. Written
      Agreement

    


    The
      Common Shares issued hereunder shall be embodied in a board resolution which
      shall constitute a written Stock Compensation Agreement which shall be subject
      to the terms and conditions prescribed above and shall be signed by the
      recipient and by the Chief Executive Officer or any President of the Company,
      for and in the name and on behalf of the Company.