Exhibit
        10.4

       
WINDTAMER
      CORPORATION (THE “COMPANY”)

    STOCK
      AWARD AGREEMENT

    


    
      	
              Name:
                John Schwartz,

            	 	
              Plan: 2008
                Equity Incentive Plan

            
	
              Address:

            	 	
              Grant: 50,000
                shares of Common Stock of the Company

            
	 	 	
              Grant
                Price: $1.00

            
	
              Signature:
                /s/ John Schwartz

            	 	
              Grant
                Date:

            


    

    


    1. This
      stock award granted hereunder is made pursuant to the Company’s 2008 Equity
      Incentive Plan (the “Plan”) and is subject to all its terms and provisions.
      Capitalized terms used herein shall have the meaning ascribed to them in the
      Plan. Effective on the grant date written hereinabove (the “Grant Date”) you
      have been granted the number of shares at the price designated above, in
      accordance with the provisions of the Plan. The shares will vest according
      to
      the following schedule: 

    


    
      	
            	-	
              5,000
                shares upon signing the consulting agreement (the “Consulting Agreement”)
                between you and the Company;

            


    

    
      	
            	-	
              5,000
                shares upon completion of an internal budget and projections as required
                by the Consulting Agreement;

            


    

    
      	
            	-	
              10,000
                shares upon completion of a business plan as required by the Consulting
                Agreement;

            


    

    
      	
            	-	
              15,000
                shares for submission of three completed grant applications (5,000
                for
                each submission) to the applicable N.Y. agency/office, as determined
                by
                the Company;

            


    

    
      	
            	-	
              15,000
                shares for assistance in obtaining a credit facility (term loan and
                line
                of credit) from a commercial bank or institutional lender of at least
                $5.0
                million and up to $20.0 million (pro-rated for amounts in between),
                contingent upon receipt of funding under such
                facility.

            


    

    


    The
      sufficiency of your performance of each of these conditions will be determined
      in the sole discretion of the Administrator of the Plan.

    


    2. In
      the
      event of the termination of your employment or service with the Company for
      any
      reason other than Termination by Employer for “cause” as described in Paragraph
      3 below, whether such termination is occasioned by you or by the Company
      (“Termination of Service”), your right to vest in your award under the Plan, if
      any, will terminate effective as of the earlier of: (i) the date that you give
      or are provided with written notice of Termination of Service, or (ii) if you
      are an employee of the Company, the date that you are no longer actively
      employed by the Company, regardless of any notice period or period of pay in
      lieu of such notice required under any applicable statute or the common law
      (each, the “Notice Period”). For greater clarity, you have no rights to vest in
      your award during the Notice Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Notwithstanding
      the foregoing, if your Termination of Service is by reason of “cause,” then your
      award shall terminate concurrently with your Termination of Service. For this
      purpose “cause” shall have the meaning as expressly defined in any
      then-effective written agreement regarding your employment with the Company,
      or
      as defined in Section 2(h) of the Plan.

    


    4. The
      shares will not be issued until vested. 

    


    5. The
      shares will be issued upon your completing the issuance procedures established
      by the Company and any applicable tax withholding to the Company. Payment may
      be
      made in cash or such other method as the Company may permit from time to time
      as
      set forth in the Plan.

    


    6. The
      shares may in the discretion of the Company be subject to such restrictions
      as
      the Company may require such as rights of first refusal, rights of repurchase
      or
      requirements that you consent not to transfer the shares for a period of time
      in
      connection with any public offering of the shares.

    


    7. The
      Company has the authority to deduct or withhold, or require you to remit to
      the
      Company, an amount sufficient to satisfy applicable federal and state taxes
      arising from this award. 

    


    8. (a)
      The
      Shares may not be sold, transferred or otherwise disposed of and shall not
      be
      pledged or otherwise hypothecated by you except as provided in this
      Agreement.

    


    (b)
      This
      Agreement and the issuance and grant of the shares under this Agreement are
      made
      by the Company in reliance upon your express representations and warranties,
      which by acceptance hereof you confirm, as follows:

    


    (i)
      The
      shares granted to him or her pursuant to this Agreement are being acquired
      by
      him or her for his or her own account, for investment purposes, and not with
      a
      view to, or for sale in connection with, any distribution of the shares. It
      is
      understood that the shares have not been registered under the Securities Act
      by
      reason of a specific exemption from the registration provisions of the
      Securities Act which depends, among other things, upon the bona fide nature
      of
      his or her representations as expressed in this Agreement;

    


    (ii)
      The
      shares must be held by him or her indefinitely unless they are subsequently
      registered under the Securities Act and any applicable state securities laws,
      or
      an exemption from such registration is available. The Company is under no
      obligation to register the shares or to make available any such exemption;
      and

    


    (iii)
      You
      further represent that you have had access to the financial statements or books
      and records of the Company, have had the opportunity to ask questions of the
      Company concerning its business, operations and financial condition and to
      obtain additional information.

    


    (iv)
      Unless and until the shares represented by this award are registered under
      the
      Securities Act, all certificates representing the shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
      ACT OF 1933 (THE “SECURITIES ACT“) OR UNDER THE APPLICABLE SECURITIES LAWS OF
      ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
      UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
      PURSUANT TO EXEMPTIONS THEREFROM.“

    


    You
      agree
      to such transfer restrictions. The certificates shall bear such other legend
      or
      legends as the Company and its counsel deem necessary or appropriate.
      Appropriate stop transfer instructions with respect to the shares have been
      placed with the Company's transfer agent. 

    


    (c)
      You
      agree that, in connection with any registration of the Company's securities
      under the Securities Act, and upon the request of the Company or any underwriter
      managing an underwritten offering of the Company's securities, you shall not
      sell, short any sale of, loan, grant an option for, or otherwise dispose of
      any
      of the shares (other than shares included in the offering) without the prior
      written consent of the Company or such managing underwriter, as applicable,
      for
      a period of up to two years following the effective date of registration of
      such
      offering.

    


    9. You
      acknowledge and consent to the collection, use, processing and transfer of
      personal data as described in this paragraph. The Company, its affiliates or
      your employer hold certain personal information, including your name, home
      address and telephone number, date of birth, social security number or other
      employee tax identification number, salary, nationality, job title, any shares
      awarded, cancelled, purchased, vested, unvested or outstanding in your favor,
      for the purpose of managing and administering the Plan (“Data”). The Company
      will transfer Data to any third parties assisting the Company in the
      implementation, administration and management of the Plan. These recipients
      may
      be located anywhere in the United States. You authorize them to receive,
      possess, use, retain and transfer the Data, in electronic or other form, for
      the
      purposes of implementing, administering and managing your participation in
      the
      Plan, including any requisite transfer of such Data as may be required for
      the
      administration of the Plan or the subsequent holding of shares on your behalf
      to
      a broker or other third party with whom you may elect to deposit any shares
      acquired pursuant to the Plan. You may, at any time, review Data, require any
      necessary amendments to it or withdraw the consent herein in writing by
      contacting the Company; however, withdrawing the consent may affect your ability
      to participate in the Plan.

    


    10. Your
      participation in the Plan is voluntary. The value of the award is an
      extraordinary item of compensation outside the scope of your consulting
      agreement, if any. As such, the option is not part of normal or expected
      compensation for purposes of calculating any severance, resignation, redundancy,
      end of service payments, bonuses, long-service awards, pensions or retirement
      benefits or similar payments unless specifically and otherwise provided. Rather,
      the award under the Plan represents an incentive for you to align your interests
      with the interests of the Shareholders of the Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11. This
      award is granted under and governed by the terms and conditions of the Plan.
      You
      acknowledge and agree that the Plan is discretionary in nature and may be
      amended, cancelled, or terminated by the Company, in its sole discretion, at
      any
      time. The grant of shares under the Plan is a one-time benefit and does not
      create any contractual or other right to receive a grant of shares or benefits
      in lieu of shares in the future. Future grants of shares, if any, will be at
      the
      sole discretion of the Company, including, but not limited to, the timing of
      the
      grant, the number of shares, vesting provisions, and the exercise price. The
      Plan has been introduced voluntarily by the Company and in accordance with
      the
      provisions of the Plan may be terminated by the Company at any time. By
      execution of this Agreement, you consent to the provisions of the Plan and
      this
      Agreement. Defined terms used herein shall have the meaning set forth in the
      Plan, unless otherwise defined herein.

    

      
        	
                WINDTAMER
                  CORPORATION

              	 
	 	 
	
                By:
                  

              	
                /s/
                  Gerald Brock

              	 
	
                Its:
                  

              	
                President

              	
                11/06/2008

              


      
 

    
      
        
        

      

      
        4