Exhibit
      10.5

     

    WindTamer
      Corporation 

     

    Stock
      Option Award Agreement

     

    (Non-Employee
      Directors)

     

    This
      award agreement (this “Award
      Agreement”)
      sets
      forth the terms and conditions of an award (this “Award”)
      of
      stock options (“Options”)
      to
      purchase with respect to shares (“Shares”)
      of
      Common Stock (“Common
      Stock”)
      granted to you (the "Optionee")
      by
      WindTamer Corporation (the “Company”)
      under
      the WindTamer Corporation 2008 Equity Incentive Plan (the “Plan”).
      

    


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

    


    B. The
      Optionee is a non-employee director of the Company.

    


    In
      consideration of the covenants set forth in this Agreement, the parties agree
      as
      follows:

    


    1.
      Option
      Information

    


    (a)
      Date
      of Option: ___________, 2008

    


    (b)
      Optionee: ___________

    


    (c)
      Number of Shares: ________________

    


    (d)
      Exercise Price: $1.00 per share

    


    2.
      Acknowledgments

    


    (a)
      Optionee is a Non-Employee Director of the Company.

    


    (b)
      The
      Board has authorized the granting to Optionee of a Nonstatutory Option
      (“Option“)
      to
      purchase Shares of Common Stock upon the terms and conditions hereinafter stated
      and pursuant to an exemption from registration under the Securities Act of
      1933,
      as amended (the “Securities
      Act“)
      provided by Rule 701 thereunder.

    


    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 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 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 ten (10) years from the date of this Award Agreement, unless
      terminated earlier pursuant to the terms hereof. Nothing contained in this
      Award
      Agreement shall be construed to interfere in any way with the right of the
      Company to terminate Optionee as a director of the Company, or to increase
      or
      decrease the compensation paid to Optionee from the rate in effect as of the
      date of this Agreement.

    


    5.
      Vesting
      of Option 

    


     

    Except
      as
      provided in Paragraph 7, you shall become vested in the Options, and the Options
      shall become exercisable, in the following installments on the following dates
      (each, a “Vesting
      Date”):
      

     

     

    (a)
      You
      shall become vested in 100% of the Options on the first anniversary of the
      Date
      of Grant. 

     

    6.
      Exercise

    


    (a)
      This
      Option shall be exercised by delivery to the Company of (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 consistent
      with the Plan) and (c) a written investment representation as provided for
      in
      Section 13 of this Agreement. 

    


    (b)
      Pursuant to Section 13 of the Plan, 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. "Family Member" for purposes of this
      Agreement, 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.

    


    7.
      Termination of Service 

    


    If
      Optionee's service as a Non-Employee Director to the Company terminates for
      any
      reason, no further installments shall vest pursuant to Section 5, and Optionee
      shall have the right at any time within 120 days following such termination
      of
      services or the remaining term of this Option, whichever is the lesser, to
      exercise in whole or in part this Option to the extent, but only to the extent,
      that this Option was exercisable as of the date Optionee ceased to be a
      Non-Employee Director of the Company; provided, however, if Optionee is
      terminated for reasons that would justify a termination “for cause” or if
      Optionee violates any provision of Paragraph 15 of this Award Agreement, the
      foregoing right to exercise shall automatically terminate on such date as to
      all
      Shares covered by this Option not exercised prior to such termination or
      violation, as the case might be. Unless earlier terminated, all rights under
      this Award Agreement shall terminate in any event on the expiration date of
      this
      Option as defined in Section 4 of this Agreement.

     

    
      
         

      

      
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    8.
      Death
      of Optionee

    


    If
      the
      Optionee shall die while serving as a Non-Employee Director of the Company,
      Optionee's personal representative or the person entitled to Optionee's rights
      hereunder may at any time within 120 days after the date of Optionee's death,
      or
      during the remaining term of this Option, whichever is the lesser, exercise
      this
      Option and purchase Shares to the extent, but only to the extent, that Optionee
      could have exercised this Option as of the date of Optionee's death; provided,
      in any case, that this Option may be so exercised only to the extent that this
      Option has not previously been exercised by Optionee.

    


    9.
      No
      Rights as Shareholder

    


    Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of the issuance of shares
      following exercise of this to 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
      10 of
      this Agreement.

    


    10.
      Recapitalization;
      Dissolution or Change in Control

    


    (a)
      Subject to any required action by the shareholders of the Company, the number
      of
      Shares covered by this Award Agreement, and the Exercise Price thereof, shall
      be
      proportionately adjusted as provided in Section 14(a) of the Plan.

    


    (b)
      In
      the event of a proposed dissolution or liquidation of the Company, this Award
      Agreement shall be governed by Section 14(b) of the Plan.

    


    (c)
      In
      the event of a Change in Control of the Company, this Award Agreement shall
      be
      governed by Section 14(c) of the Plan.

    


    (d)
      The
      grant of this Award Agreement 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.

    


    11.
      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. Withholding for federal or state income and employment tax
      purposes will be made, if and as required by law, from Optionee's then current
      compensation, or, if such current compensation is insufficient to satisfy
      withholding tax liability, the Company may require Optionee to make a cash
      payment to cover the liability as a condition of the exercise of this
      Option.

     

    
      
         

      

      
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    12.
      Modification,
      Extension and Renewal of Options

    


    The
      Board
      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 Code and New York law. Notwithstanding the provisions of this
      Section 12, no modification shall, without the consent of the Optionee, alter
      to
      the Optionee's detriment or impair any rights of Optionee hereunder, except
      for
      the Board’ authority to make adjustments as provided in Section 10.

    


    13.
      Investment
      Intent; Restrictions on Transfer

    


    (a)
      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 Sections 7 and 8 of this Award Agreement) shall
      furnish to the Company a written statement to such effect, satisfactory to
      the
      Company in form and substance. 

    


    (b)
      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.

    


    (c)
      Unless and until the Shares represented by this Option are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefore 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
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
      NONSTATUTORY STOCK OPTION AGREEMENT DATED [~ date ~] BETWEEN THE COMPANY AND
      THE
      ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
      REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.”

     

    
      
         

      

      
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    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.

    


    14.
      Stand-Off
      Agreement

    


    Optionee
      agrees 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, Optionee 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.

    


    15.
      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 15(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.

     

    
      
         

      

      
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    (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 15, 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
      15 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 15, the Optionee
      further acknowledges and agrees that the provisions of this Section 15 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.

     

    
      
         

      

      
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    16.
      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, [~ number ~] 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.

    


    17.
      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.

    


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

    

      
        	
                WindTamer
                  Corporation

              	 
	 	 
	
                   

              	 
	
                By:
                  Gerald Brock

              	 
	
                Title:
                  President

              	 
	 	 
	
                Optionee

              	 
	 	 
	
                   

              	 
	
                Name:

              	
                   

              	 	 


      

    

     

    
      
         

      

      
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    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 WindTamer Corporation (the "Company")
      Common
      Stock, $.001 par value (the "Common
      Stock"),
      issued pursuant to a WindTamer Corporation Stock Option Award 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 6 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, and (c)
      if
      the exercise is made in connection with a Change of Control transaction, the
      vesting of the Option Shares may be conditioned upon the consummation of the
      Change of Control if the Committee has provided for this condition in its
      acceleration of the Option.

    


    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:

              	
                    

              


      

    

     

    
      
         

      

      
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