Unassociated Document


    


    
      Exhibit
        10.6

       
STOCK
      OPTION AGREEMENT

    


    THIS
      STOCK OPTION AGREEMENT
      (“Agreement”)
      is
      made and entered into as of November 19, 2008, by and between Future Energy
      Solutions, Inc., a New York corporation (the “Company”),
      and
      the following consultant to the Company (herein, the “Optionee”):
      Charles Laloggia

    


    A. The
      Company is a developer of wind turbine power generator technology and is in
      its
      development phase.

    


    B. Since
      July 2008, the Optionee has provided consulting services to the Company in
      connection with its management structure and business development and product
      marketing strategies and has arranged to continue to provide consulting services
      to the Company over the next year during its development stage. 

    


    In
      consideration of the foregoing, the services provided and to be provided, and
      the covenants set forth in this Agreement, the parties agree as
      follows:

    


    1.
      Option
      Information.

    


    (a) Date
      of
      Option: November 19, 2008

    


    (b) Optionee:
      Charles Laloggia

    


    (c) Number
      of
      Shares: 166,500

    


    (d) Exercise
      Price: $1.00 per share

    


    2.
      Acknowledgments.

    


    (a) Optionee
      is an independent consultant to the Company, not an employee.

    


    (b) The
      Board
      of Directors has authorized the granting to Optionee of a stock option
      (“Option”)
      to
      purchase shares of common stock of the Company (“Common
      Stock”)
      upon
      the terms and conditions hereinafter stated.

    


    3.
      Shares;
      Price. The
      Company hereby grants to Optionee the right to purchase, upon and subject to
      the
      terms and conditions herein stated, the number of shares of Common Stock set
      forth in Section 1(c) above (the “Shares”)
      at the
      price per Share set forth in Section 1(d) above (the “Exercise
      Price”),
      the
      fair market value per share of the Shares covered by this Option as determined
      by the Board of Directors in good faith as of the date of this
      Option.

    


    4.
      Term
      of Option. This
      Option shall expire, and all rights under it to purchase the Shares, shall
      terminate at 5:00p.m. Eastern Time on November 18, 2011, unless terminated
      earlier pursuant to the terms hereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      Exercise.

    


    (a) This
      Option shall be exercised by delivery to the Company of (a) a written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      to
      this Agreement as Appendix
      A,
      (b) a
      check or cash in the amount of the Exercise Price of the Shares covered by
      the
      notice (or such other consideration as has been approved by the Board of
      Directors) and (c) a written investment representation as provided for in
      Section 10 of this Agreement. 

    


    (b) This
      Option shall not be assignable or transferable, except by will or by the laws
      of
      descent and distribution or by gift or domestic relations orders to the
      Optionee’s Family Members who agree to be bound by the terms of this Agreement.
      For purposes of this Agreement, “Family Member” includes any child, stepchild,
      grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
      niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law, or sister-in-law, including adoptive relationships, any person
      sharing the employee's household (other than a tenant or employee), a trust
      in
      which these persons have more than fifty percent of the beneficial interest,
      a
      foundation in which these persons (or the employee) control the management
      of
      assets, and any other entity in which these persons (or the employee) own more
      than fifty percent of the voting interests.

    


    6.
      No
      Rights as Shareholder. Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      this
      Option until the effective date of the issuance of shares following exercise
      of
      this Option, and no adjustment will be made for dividends or other rights for
      which the record date is prior to the date such stock certificate or
      certificates are issued except as provided in Section 7 of this
      Agreement.

    


    7.
      Recapitalization.

    


    (a) Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted automatically for any increase or decrease in the number of issued
      shares resulting from a subdivision or consolidation of shares or the payment
      of
      a stock dividend, or any other increase or decrease in the number of such shares
      effected without receipt of consideration by the Company; provided however
      that
      the conversion of any convertible securities of the Company shall not be deemed
      to have been “effected without receipt of consideration by the
      Company.”

    


    (b) In
      the
      event of a proposed dissolution or liquidation of the Company, a merger or
      consolidation in which the Company is not the surviving entity, or a sale of
      all
      or substantially all of the assets or capital stock of the Company
      (collectively, a “Reorganization”),
      this
      Option shall terminate upon to the consummation of the proposed action, unless
      otherwise provided by the Board in its sole and absolute discretion, provided
      that the Company gives Optionee ninety (90) days notice prior to
      consummation.

    


    (c) Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      the
      merger or consolidation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets, provided that the Company
      gives Optionee at least sixty (60) days notice.

    


    8.
      Taxation
      Upon Exercise of Option. Optionee
      understands that, upon exercise of this Option, Optionee will recognize income,
      for Federal and state income tax purposes, in an amount equal to the amount
      by
      which the fair market value of the Shares, determined as of the date of
      exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee
      shall constitute an agreement by Optionee to report such income in accordance
      with then applicable law and to cooperate with Company in establishing the
      amount of such income and corresponding deduction to the Company for its income
      tax purposes.

    


    9.
      Modification,
      Extension and Renewal of Options. The
      Board
      of Directors or a Committee thereof may modify, extend or renew this Option
      or
      accept its surrender (to the extent not yet exercised) and authorize the
      granting of a new option in substitution for it (to the extent not yet
      exercised), subject at all times to the Internal Revenue Code and New York
      law.
      Notwithstanding the provisions of this Section 9, no modification shall, without
      the consent of the Optionee, alter to the Optionee's detriment or impair any
      rights of Optionee hereunder.

    


    10.
      Investment
      Intent; Restrictions on Transfer; Registration Rights.

    


    (a) No
      later
      than February 15, 2009, the Company will file a registration statement with
      the
      Securities and Exchange Commission on Form S-1 or Form S-8 covering the Shares
      subject to this Option in favor of the Optionee and his assigns, and following
      the effectiveness the Company will provide an opinion of counsel stating that
      such Shares may be traded without restriction, under the federal securities
      law
      to the extent required by the Company’s transfer agent. 

    


    (b) Optionee
      represents and agrees that if Optionee exercises this Option in whole or in
      part, Optionee will in each case acquire the Shares upon such exercise for
      the
      purpose of investment and not with a view to, or for resale in connection with,
      any distribution thereof; and that upon the exercise of this Option in whole
      or
      in part, Optionee (or any person or persons entitled to exercise this Option
      under the provisions of Section 5 of this Agreement) shall furnish to the
      Company a written statement to such effect, satisfactory to the Company in
      form
      and substance.

    


    (c) Optionee
      further represents that Optionee has had access to the financial statements
      or
      books and records of the Company, has had the opportunity to ask questions
      of
      the Company concerning its business, operations and financial condition.
      Optionee further represents to obtain additional information reasonably
      necessary to verify the accuracy of such information, and further represents
      that Optionee (either alone or in conjunction with his or her professional
      advisers) has such experience in and knowledge of investment, financial and
      business matters with respect to investments similar to the stock of the Company
      that Optionee is capable of evaluating the merits and risks thereof and has
      the
      capacity to protect his or her own interest in connection
      therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Unless
      and until the Shares represented by this Option are registered under the
      Securities Act of 1933, as amended ("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:

    


    “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.”

    


    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.

    


    (e) No
      later
      than December 15, 2008, the Company will file a Form 10 Registration Statement
      with the Securities and Exchange Commission to register its class of common
      stock under the Securities Exchange Act of 1934, as amended.

    


    11.
      Confidentiality;
      Non-Solicitation; Intellectual Property.
      As a
      material inducement to the Company to grant this Option and to enter into this
      Agreement, the Optionee hereby expressly agrees to be bound by the following
      covenants, terms and conditions:

    


    (a) During
      the course of the Optionee's relationship with the Company or any of its
      affiliates, the Optionee has had, and will have, access to Confidential
      Information relating to the Company and its affiliates and their respective
      suppliers, partners and customers. The Optionee agrees to keep secret and retain
      in strictest confidence all of such Confidential Information, and will not
      disclose, disseminate or use such information for the Optionee's own advantage
      or for the advantage of any other person or entity other than the Company in
      accordance with the terms of the Optionee's employment or relationship with
      the
      Company. In the event disclosure of any such Confidential Information is
      required or purportedly required by law, the Optionee will provide the Company
      with prompt notice of any such requirement so that the Company may seek an
      appropriate protective order prior to disclosure.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) In
      the
      event that the Optionee as part of his activities on behalf of the Company
      generates, creates, authors or contributes to any invention, design, new
      development, device, product, method or process (whether or not patentable
      or
      reduced to practice or constituting Confidential Information), any copyrightable
      work (whether or not constituting Confidential Information) or any other form
      of
      Confidential Information relating directly or indirectly to the Company's
      business (including anything that has occurred since the first date Optionee
      provided services to the Company), the Optionee acknowledges that such
      Intellectual Property is the exclusive property of the Company and hereby
      assigns all right, title and interest in and to such Intellectual Property
      to
      the Company. Any copyrightable work prepared in whole or in part by the Optionee
      is and will be deemed “a work made for hire” under Section 201(b) of the 1976
      Copyright Act, and the Company shall own all of the rights comprised by the
      copyright therein. The Optionee shall promptly and fully disclose all
      Intellectual Property to the Company and shall cooperate with the Company to
      protect the Company's interests in and rights to such Intellectual Property
      (including, without limitation, providing reasonable assistance in securing
      patent protection and copyright registrations and executing all documents as
      reasonably requested by the Company, whether such requests occur prior to or
      after termination of the Optionee's employment with the Company).
      Notwithstanding the Date of Option or anything else herein to the contrary,
      the
      provisions of this Section 11(b) shall be deemed to be effective as of and
      apply
      to all matters occurring since the first date Optionee provided services to
      the
      Company.

    


    (c) As
      requested by the Company from time to time for any reason, the Optionee shall
      promptly deliver to the Company all copies and embodiments, in whatever form,
      of
      all Confidential Information and Intellectual Property in the Optionee's
      possession or within his control (including, but not limited to, written
      records, notes, photographs, manuals, notebooks, documentation, program
      listings, flow charts, magnetic media, disks, diskettes, tapes and all other
      materials containing any Confidential Information or Intellectual Property)
      irrespective of the location or form of such material and, if requested by
      the
      Company, shall provide the Company with written confirmation that all such
      materials have been delivered to the Company.

    


    (d) The
      Optionee acknowledges that in the event the Optionee violates any provisions
      of
      this Section 11, in addition to its other rights and remedies, the Company
      shall
      be entitled to injunctive relief without the necessity of proving actual
      damages. The Optionee further acknowledges that if any provision of this Section
      11 is held to be unenforceable, the court making such holding shall have the
      power to modify such provision and in its modified form such provision shall
      be
      enforced.

    


    (e) Without
      in any way limiting the provisions of this Section 11, the Optionee further
      acknowledges and agrees that the provisions of this Section 11 shall remain
      applicable in accordance with their terms after the termination or cessation
      of
      services to the Company or exercise or termination of the Option. 

    


    (f) “Confidential
      Information” means information or material proprietary to the Company or
      designated as Confidential Information by Company and not generally known by
      non-Company personnel, which the Optionee develops, or of which Optionee obtains
      knowledge, or to which the Optionee may obtain access, through or as a result
      of, the Optionee's relationship with the Company (including information
      conceived, originated, discovered or developed in whole or in part by the
      Optionee). Confidential Information includes, but is not limited to, the
      following types of information and other information of a similar nature
      (whether or not reduced to writing): discoveries, ideas, concepts, software
      in
      various stages of development, designs, drawings, specifications, techniques,
      models, data, source code, object code, data structures, instruction sets,
      documentation, diagrams, flow charts, research, development, training methods,
      training manuals, processes, procedures, “know-how”, marketing techniques and
      materials, marketing and development plans, customer names and other information
      related to customers, price lists, pricing policies and financial information.
      Confidential information also includes any information described above which
      the
      Company obtains from other entities and which the Company treats as proprietary
      or designates as Confidential Information, whether or not owned or developed
      by
      the Company. Notwithstanding the foregoing, information publicly known that
      is
      generally employed by the trade at or after the time Optionee first learns
      of
      such information, or generic information or knowledge which associate would
      have
      learned in the course of similar employment or work elsewhere in the trade,
      shall not be deemed part of the confidential information.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) “Intellectual
      Property” shall mean those forms of authorship (as understood from Title 17 of
      the United States Code), invention (as understood by Title 35 of the United
      States Code) and identification (as understood from Title 15 of the United
      States Code Section 1051 et seq., trademarks and service marks) and such other
      forms of property rights in ideas, “know how”, inventions, discoveries, or in
      their physical embodiments as shall related to or involve the Company's business
      or any of its products, services or strategies.

    


    12.
      Notices.
      Any
      notice required to be given pursuant to this Option or the Plan shall be in
      writing and shall be deemed to be delivered upon receipt or, in the case of
      notices by the Company, three days after deposit in the U.S. mail, postage
      prepaid, addressed to Optionee at the address last provided by Optionee for
      use
      in Company records related to Optionee.

    


    13.
      Applicable
      Law. This
      Option has been granted, executed and delivered in the State of New York, and
      the interpretation and enforcement shall be governed by the laws thereof and
      subject to the exclusive jurisdiction of the courts therein.

    


    14.
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and controls and supersedes any prior understandings,
      agreements or representations by or between the parties, written or oral with
      respect to its subject matter. 

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Option as of the date first above
      written.

    


    FUTURE
      ENERGY SOLUTIONS, INC. 

    


    
      	
              /s/
                Gerald Brock 

            
	
              By:
                Gerald Brock

            
	
              Title:
                President

            
	 
	
              Optionee

            
	 
	
              /s/
                Charles Laloggia

            
	
              Name:
                457 Park Avenue

            
	
              Address:
                

            	Rochester,
              NY 14607
	      

	   
 

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX
      A

    


    NOTICE
      OF EXERCISE OF STOCK OPTION

    


    To: Future
      Energy Solutions, Inc.

    


    The
      undersigned is a holder of a stock option (the “Option”)
      to
      purchase shares of Future Energy Solutions, Inc. (the “Company”)
      Common
      Stock, $.001 par value (the “Common
      Stock”),
      issued pursuant to a Future Energy Solutions, Inc. Stock Option Agreement dated
      as of ________________ (the “Agreement”).
      A
      copy of the Agreement evidencing such Option is annexed hereto.

    


    The
      undersigned hereby elects to purchase ____________ shares of Common Stock
      pursuant to the terms of such Option (the “Option
      Shares”),
      and
      tenders herewith payment in full in the amount of $________ per share, for
      a
      total purchase price of $_______________, with the payment of the purchase
      price
      being made in the form of _____________________, pursuant to Section 5 of the
      Agreement. The undersigned wishes to consummate the purchase of the Option
      Shares by or before ________________. 

    


    In
      exercising his Option, the undersigned hereby confirms and acknowledges that
      he
      is acquiring Option Shares for his own account for investment and not with
      a
      view to, or for sale in connection with, the resale or distribution of any
      such
      shares. The undersigned also confirms and acknowledges that he will not sell
      or
      transfer any Option Shares acquired pursuant to the exercise of the Option
      until
      he requests and receives an opinion of the Company's counsel to the effect
      that
      such proposed sale or transfer will not result in a violation of the Securities
      Act of 1933, as amended, or any applicable state securities law, or a
      registration statement covering the sale or transfer of the Option Shares has
      been declared effective by the Securities and Exchange Commission or appropriate
      state governmental authority, or he obtains a no-action letter from the
      Securities and Exchange Commission or appropriate state governmental authority
      with respect to the proposed transfer.

    


    The
      undersigned acknowledges and agrees that this purported exercise of the Option
      is conditioned on, and subject to, (a) any compliance with requirements of
      applicable federal and state securities laws deemed necessary by the Company,
      (b) to the undersigned's satisfaction of all federal, state or local income
      and
      employment tax withholding requirements applicable to this
      exercise.

    


    Please
      issue a certificate or certificates representing said Option Shares in the
      name
      of the undersigned or in such other name as is specified below. If the Option
      Shares are being issued to any person other than the Optionee, evidence of
      the
      right of such person to exercise the Option has been presented to the Company
      and has been deemed satisfactory:

    


    
      	 	 	        

	 	 	
              Name

            
	
              Address:

            	 	         

	 	 	      

	 	 	 
	 	 	      

	 	 	
              Social
                Security Number

            
	 	 	 
	
              Date:

            	 	         
              


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TO EXHIBIT 10.6 – FORM OF 

    NOVEMBER
      19, 2008
      STOCK OPTION AGREEMENT 

    BY
      AND AMONG WINDTAMER CORPORATION AND THE 

    NON-EMPLOYEE
      CONSULTANTS OF THE
      COMPANY 

    


    The
      Consultant Stock Option Agreement filed as Exhibit 10.6 is substantially
      identical in all material respects to the Consultant Stock Option Agreements
      which have been entered into by WindTamer Corporation and the following
      non-employee consultants effective as of November
      19, 2008,
      except
      for a difference in the number of shares granted to Optionee Peter
      Koloukoris.

    


    
      	
              Optionee

            	 	
              Number of Shares

            	 
	 	 	 	 
	
              Michael
                Hughes

            	 	 	
              166,500

            	 
	
              Peter
                Kolokouris

            	 	 	
              167,000

            	 
	
              Peter
                Kolokouris

            	 	 	
              600,000