Clarkson
University

    


    AGREEMENT
FOR LIMITED RESEARCH

    Clarkson
University

    Division
of Research

    8
Clarkson Avenue, Box 5630

    Potsdam,
NY 13699-5630

    


    
      
        	
                To: 
      WindTamer Corporation

                 6053 Ely
Avenue

                 Livonia, NY
      14487

              	
                Bill
      to (if different address):

              


      

    

    


    
      
        	
                Start
      Date:        May 1,
      2009

              	
                Completion
      Date:        June 30,
      2009

              


      

    

    


    
      
        
          
            	
                    Payment
      terms:

                  	
                    Date
      of Payments:

                  
	
                    Two
      Payments of

                  	
                    May
      01, 2009

                  
	
                    $1,500.00

                  	
                    June
      30, 2009

                  


          

        

      

    

    


    Description
of Research Activities

    (Use
additional sheet as needed)

    Task 1:
Modeling Analysis – mRotor, in-house design and analysis code developed at
Clarkson University

    


    Task 2:
Experimental Testing/Optimization – Clarkson Wind turbine Test Site

    


    Task 3:
Communication between Clarkson University and WindTamer including travel and
associated costs.

    


    The
attached Statement of Work is subject to modification as agreed to by both
parties.

    


    This
Confirming Order must be signed by a Company official authorized to obligate the
Company to the terms and conditions of this agreement which appear on the
reverse side of this order.

    NO OTHER TERMS SHALL
APPLY

    


    
      
        	
                Project
      Total:     $3,000.00

              	
                (fixed
      price agreement)

              


      

    

    


    
      
        
          
            
              	
                      Offered
      by CLARKSON:\

                    	 
      	
                      Accepted
      by:

                    	 
      	
                      Accepted
      by:

                    
	 
      	
                      /s/ Gregory Stack

                    	 
      	 
      	
                      /s/ Kenneth Visser

                    	 
      	 
      	
                      /s/Gerald Brock

                    
	
                      Name:

                    	
                      Gregory C. Slack

                    	 
      	
                      Name:

                    	
                      Kenneth Visser

                    	 
      	
                      Name:

                    	
                      Gerald
      Brock

                    
	
                      Title:

                    	
                      Director
      of Research &

                    	 
      	
                      Title:

                    	
                      Principal
      Investigator

                    	 
      	
                      Title:

                    	
                      President,

                    
	 
      	
                      Technology Transfer

                    	 
      	 
      	 
      	 
      	 
      	
                      WindTamer Corp.

                    
	
                      Date:

                    	
                      18
      May 09

                    	 
      	
                      Date:

                    	
                      5/18/09

                    	 
      	
                      Date:

                    	
                      5/14/2009

                    


            

          

        

      

    

     

    
      
        
        

      

      
        Page 1 of 2

        
          

        

      

      
        
        

      

    

     

    AGREEMENT
FOR LIMITED RESEARCH

    Clarkson
University, Division of Research

    8
Clarkson Avenue, Box 5630

    Potsdam,
NY 13699-5630

    


    
      
        1.      Services. CLARKSON agrees to
perform the Research Activities described above or on Attachment A, incorporated
herein at the request of PURCHASER. These are provided to enrich the Clarkson's
educational mission by training the undergraduate and graduate students with the
"real-world" problem solving skills using the latest technology and
equipment.

        


        2.      Commencement-reports. Research
Activities will begin upon CLARKSON's receipt of all necessary materials and
information from PURCHASER to enable CLARKSON to begin research or on the start
date shown on the reverse side, whichever occurs later. All research will be
completed and a final report of results provided to PURCHASER within 30 days of
completion date.

        


        3.      Payment. Payment for Research
Activities will be made as outlined on the reverse side, and the attached, if
applicable.

        


        4.      Termination. Performance under
this Agreement may be terminated by the PURCHASER upon thirty (30) days written
notice; performance may be terminated by CLARKSON if circumstances beyond its
control preclude continuation of the research. Upon termination CLARKSON shall
be reimbursed for all costs and non-cancelable commitment incurred in the
performance of this Agreement, such reimbursement not to exceed the total
project cost.

        


        5.      Exclusion of warranties.
CLARKSON makes no warranty, representation or guarantee of any nature, express
or implied in connection with the activities to be provided. All warranties,
including any implied warranties of merchantability or fitness are expressly
disclaimed.

        


        6.      Confidentiality. For a period
of three (3) years from the effective date of the agreement, all information and
materials provided by PURCHASER, if such is labeled as confidential at the time
of delivery to CLARKSON, shall be held in confidence by CLARKSON and CLARKSON
shall not use any such information or material for any purpose other than the
Research Activities pursuant to this AGREEMENT.

        


        All
information and results generated as a result of this AGREEMENT shall also be
kept confidential for three (3) years and shall not be used for any purpose
other than delivery to PURCHASER.

        


        7.      Intellectual Property. Neither
party acquires any
intellectual property rights under this Agreement;

        
          	
                   
      

                	
                  ·

                	
                  All
      information and inventions made solely or substantially by one or more
      staff members of CLARKSON under the Research Program shall be assigned to
      and the property of CLARKSON ("CLARKSON Intellectual
      Property").

                


        

        
          	
                   
      

                	
                  ·

                	
                  All
      Information and Inventions made solely or substantially by employees of
      SPONSOR shall be assigned to and the property of
  SPONSOR

                


        

        
          	
                   
      

                	
                  ·

                	
                  Neither
      party has an obligation under this Agreement to purchase any activity
      beyond those referenced herein, or items from the other party, or to deal
      exclusively with the other party in any
field.

                


        

        


        8.     
Indemnity. PURCHASER
agrees to indemnify and hold harmless CLARKSON, its Board of Control, officers
and employees from and against any and all claims, costs or judgments (including
expenses of defense) arising out of claimed copyright, patent, or other
confidentiality or proprietary rights violations with respect to any product or
information provided by PURCHASER to CLARKSON; and against any and all claims
for personal injury, bodily injury or other damages in any manner arising out of
services or results provided by CLARKSON pursuant to this AGREEMENT excepting,
however, bodily injury occurring to CLARKSON employees in the course of the
performance of any activities required hereby.

        


        9.     
Name use. PURCHASER will
not, directly or indirectly, utilize the name of CLARKSON or any employee
thereof in any publicity or other written or spoken communication with respect
to the Research Activities provided, or the Research Activities results, without
prior written approval from CLARKSON.

        


        10.    Export Controls Compliance.
This agreement shall be in accordance with the Export Control Compliance
regulations.

      

    

     

    
      
        
        

      

      
        Page 2 of 2