Exhibit
      10.3

    


    Consulting
      Agreement

    


    This
      Consulting Agreement (“Agreement”)
      is
      made and entered into as of October 30, 2008, by Future Energy Solutions, Inc.,
      a New York corporation (the “Company”),
      and
      John Schwartz, Jr., (“Consultant”).

    


    Recitals 

    


    A. The
      Company is in its development stage as an independent developer of wind turbine
      technology.

    


    B. In
      connection with its development, the Company wishes to utilize the services
      of
      Consultant for financial and business advice and operational strategies for
      the
      Company.

    


    C. Consultant
      has substantial expertise in consulting with and providing management advice
      to
      companies involved in similar business operations in connection with the
      formulation of business plans and strategies and analysis of business and
      operating procedures.

    


    D. Consultant
      and the Company have agreed on the terms and conditions pursuant to which
      Consultant will be retained to provide consulting services.

    


    NOW,
      THEREFORE,
      the
      parties agree as follows:

    


    1. Appointment
      of Consultant 

    


    1.1 Appointment;
      Reporting.
      By this
      Agreement, the Company appoints Consultant, and Consultant accepts such
      appointment, to provide advice and consulting services to the Company, in
      accordance with the terms and conditions of this Agreement. 

    


    1.2 Nature
      of Consulting Services.
      Consultant is retained to perform the following consulting services (the
“Services”):

    


    (a) To
      review
      and analyze the current operations of the Company, make recommendations
      regarding operations and operational structure and strategies, and prepare
      of an
      internal budget and projections for the 2008 through 2013 fiscal
      years;

    


    (b) To
      help
      the Company develop sales and marketing strategies; 

    


    (c) To
      prepare a business plan for the Company, covering, among other things, its
      strategic plan, planned operations, industry and competitive review and planned
      budget and financial projections;

    


    (d) To
      assist
      the Company in the preparation of grant applications for the applicable grants
      related to new and developing businesses and alternative energy businesses
      from
      New York State;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e) To
      assist
      the Company in the preparation of a loan package for its financing from a
      commercial bank or institutional lender; and

    


    (f) To
      analyze and provide advice regarding the Company's strategic plan.

    


    The
      Company may, at any time, request Consultant to make changes within the scope
      of
      the Services or to perform extra work. 

    


    1.3 Reporting.
      Consultant shall provide a detailed, written report of Consultant's advice
      and
      analysis of the foregoing matters, including specific recommendations for action
      to be taken by the Company, and suggestions for implementation, together with
      such supporting information and schedules as may be necessary to permit the
      Board to evaluate such recommendations. In addition, Consultant shall provide
      interim reports at the request of the Company.

    


    1.4 Hours
      of Consulting; Personnel; Additional Consultants.
      It is
      expressly agreed that Consultant will devote a minimum of twenty (20) hours
      per
      week during the term of this Agreement.

    


    1.5 Status
      of Consultant.
      Consultant and the Company expressly agree that Consultant is an independent
      contractor, and all Services performed under this Agreement are performed by
      Consultant as an independent contractor. Consultant shall control the time,
      manner, and place of performance of the Services.

    


    1.6 Standard
      of Performance.
      Consultant shall perform his services and complete his tasks to the Company’s
      satisfaction. Consultant shall comply with all applicable federal, state, and
      local laws, ordinances, codes, and regulations in performing the
      Services.

    


    1.7 Scheduling.

    


    A. The
      Consultant will develop and maintain a detailed schedule for completion of
      the
      Services. The schedule will be a work plan showing activities to be performed
      and their sequence. A preliminary schedule shall be submitted to the Company
      within ten (10) days after execution of this Agreement for review and
      establishment of the level of detail to be included.

    


    B. The
      Consultant will submit monthly progress data for the reporting period which
      will
      include the percentage complete and actual start date and actual finish date
      for
      all activities worked on by the Consultant during the period. Any changes in
      delivery dates will be reported. Other information, such as actual hours
      expended, will be furnished monthly, or as requested, by the Company. If
      requested by the Company, update meetings will be held to discuss the results
      of
      schedule analysis and necessary action to meet the requirements of the
      schedule.

    


    2. Term;
      Termination or Suspension. 

    


    A. Except
      as
      provided below, this Agreement, and the Services to be performed under it,
      shall
      commence on the date this Agreement is executed by both parties, and shall
      continue thereafter through and including September 30, 2009. 


    
      
         

      

      
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    B. The
      Company may terminate this Agreement at-will without cause in its sole
      discretion. 

    


    C. Upon
      termination or cancellation of this Agreement, the Company shall have no
      liability to Consultant except for charges for Services performed by Consultant
      and accepted by the Company prior to termination. The terms and conditions
      in
      this Agreement that by their sense and context are intended to survive the
      performance hereof by either or both parties hereunder shall so survive the
      termination, cancellation, or completion of performance of this
      Agreement.

    


    D. Upon
      completion of Consultant's services hereunder or at such other time as may
      be
      requested by Company, Consultant shall return to Company all documents, records,
      notebooks, including copies thereof, whether prepared by Consultant or others,
      in Consultant's possession, and other Company property utilized by Consultant
      in
      performing the Services.

    


    E. The
      Company reserves the right to suspend work on the Services, with or without
      cause, in whole or in part, upon giving notice to Consultant. Consultant shall
      resume the Services so suspended when directed to do so by the Company. If
      only
      a portion of the work on the Services is suspended, Consultant shall be
      compensated only for Services actually performed during such
      suspension.

    


    3. Compensation;
      Expenses.
      

    


    3.1 Consulting
      Fees.
      As the
      sole compensation for the performance of the Services, Consultant shall be
      paid
      the following amounts:

    


    (a) The
      sum
      of one-thousand dollars ($1,000) per week for each full week during the term
      of
      this Agreement during which the Services are performed; and

    


    (b) A
      stock
      award pursuant to the terms of the Stock Award Agreement attached hereto as
      Exhibit
      A,
      to be
      entered into by the parties at the time of entering into this
      Agreement.

    


    3.2 Reimbursement
      of Expenses.
      The
      Company shall reimburse Consultant for all reasonable and necessary business
      and
      travel expenses actually incurred by Consultant in performing the services,
      subject to receipt of a written request for reimbursement, accompanied by
      appropriate supporting documentation. Consultant may request reimbursement
      not
      more frequently than once every month during the term of this
      Agreement.

    


    3.3 Withholding;
      Benefits.
      All
      fees payable to Consultant under this Agreement shall be made in full, and
      without any withholding, deduction, or offset of any state or federal
      withholding taxes, FICA, SDI, or income taxes, nor shall the Company be
      obligated to pay any of Consultant's employees' taxes. Consultant hereby
      covenants and agrees that it shall be solely responsible for all taxes,
      withholding, FICA, SDI, and other similar items (both employee and employer
      portions) with respect to all fees paid by the Company under this Agreement,
      and
      agrees to indemnify and hold the Company harmless with respect to such taxes
      and
      withholding. Neither Consultant nor Principal shall be eligible for, shall
      participate in, or shall be entitled to compensation in lieu of any insurance,
      benefit, retirement, or other plan or program provided by the Company to its
      employees.


    
      
         

      

      
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    4. Confidentiality;
      Non-Solicitation; Intellectual Property.
      As a
      material inducement to the Company to enter into this Agreement and pay the
      compensation set forth in Section 3, the Consultant hereby expressly agrees
      to
      be bound by the following covenants, terms and conditions:

    


    A. During
      the course of the Consultant's relationship with the Company or any of its
      affiliates, the Consultant has had, and will have, access to Confidential
      Information relating to the Company and its affiliates and their respective
      suppliers, partners and customers. The Consultant 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 Consultant's own
      advantage or for the advantage of any other person or entity other than the
      Company in accordance with the terms of the Consultant's employment or
      relationship with the Company. In the event disclosure of any such Confidential
      Information is required or purportedly required by law, the Consultant 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 Consultant 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 Consultant
      provided services to the Company), the Consultant 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
      Consultant 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 Consultant 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 Consultant's employment with the Company).
      Notwithstanding the date of this Agreement or anything else herein to the
      contrary, the provisions of this Section 4 shall be deemed to be effective
      as of
      and apply to all matters occurring since the first date Consultant provided
      services to the Company.

    


    C. As
      requested by the Company from time to time for any reason, the Consultant shall
      promptly deliver to the Company all copies and embodiments, in whatever form,
      of
      all Confidential Information and Intellectual Property in the Consultant'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.


    
      
         

      

      
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    D. The
      Consultant acknowledges that in the event the Consultant violates any provisions
      of this Section 4, in addition to its other rights and remedies, the Company
      shall be entitled to injunctive relief without the necessity of proving actual
      damages. The Consultant further acknowledges that if any provision of this
      Section 4 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 4, the Consultant further
      acknowledges and agrees that the provisions of this Section 4 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 Consultant develops, or of which Consultant
      obtains knowledge, or to which the Consultant may obtain access, through or
      as a
      result of, the Consultant's relationship with the Company (including information
      conceived, originated, discovered or developed in whole or in part by the
      Consultant). 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 Consultant 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.


    
      
         

      

      
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    Intellectual
      Property Rights 

    


    5. Miscellaneous.
      

    


    5.1 Entire
      Agreement.
      This
      Agreement, and the Stock Award Agreement and Company’s 2008 Equity Incentive
      Plan, constitute the entire understanding between the parties, and supersedes
      all prior agreements and negotiations, whether oral or written. There are no
      other agreements between the parties, except as set forth in this Agreement.
      No
      supplement, modification, waiver, or termination of this Agreement shall be
      binding unless in writing and executed by all parties to this
      Agreement.

    


    5.2 Assignment;
      Binding Effect.
      Neither
      this Agreement nor any rights, benefits, or obligations under it may be assigned
      by any party to this Agreement without the prior express written consent of
      the
      other party. Subject to the foregoing, this Agreement shall inure to the benefit
      of and be binding upon all of the parties to this Agreement and their respective
      executors, administrators, successors, and permitted assigns.

    


    5.3 Severability.
      In the
      event any of the provisions of this Agreement are found by a court of competent
      jurisdiction to be invalid, illegal, or unenforceable, the validity, legality,
      and enforceability of the remaining provisions shall not be
      affected.

    


    5.4 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

    


    5.5 Counterparts.
      This
      Agreement may be executed in two or more counterparts, which shall together
      constitute one and the same agreement. 

    


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

    


    
      	
              FUTURE
                ENERGY SOLUTIONS, INC.

            
	 
	
              /s/
                Gerald
                E. Brock

            	
            
	
              By:
                Gerald E. Brock

            
	
              Its:
                President and CEO

            
	 
	
              CONSULTANT

            
	 
	
              /s/
                John
                Schwartz, Jr.

            	
            
	
              John
                Schwartz, Jr.

            


    


    
      
         

      

      
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    EXHIBIT
      A

    


    STOCK
      AWARD AGREEMENT