Incentive Stock Option Agreement

Ex hib it 10.1

PureSafe Water Systems, Inc.

Incentive Stock Option Agreement

PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”), has granted to Leslie J. Kessler (the “Optionee”) a stock option (the “Option”) to purchase a total of three million (3,000,000) shares (each, a “Share”) of the common stock, par value $0.001 per share (the “Common Stock”), of the Company, at the exercise price of $0.041 per Share (the “Exercise Price”), on the terms and conditions set forth in this Incentive Stock Option Plan Agreement (this “Agreement”) and, in all respects, subject to the terms and conditions of the Plan.  The date of grant of the Option is April 17, 2009 (the “Date of Grant”).  Unless otherwise defined herein, the capitalized terms defined in the Plan shall have the same defined meanings in this Agreement.  The Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); provided , however , to the extent that the Option does not qualify as an Incentive Stock Option under the Code, such portion of the Option shall be treated as an option that does not qualify as an Incentive Stock Option under the Code.

1.              Duration.   Subject to the earlier termination as provided in this Agreement or under the Plan, the Option shall expire and shall no longer be exercisable as of the close of business on April 16, 2014 (the “Termination Date”).

2.              Written Notice of Exercise.   The Option may be exercised only by delivering to the President or Secretary of the Company, at the Company’s principal executive offices, of a written notice of exercise substantially in the form described in paragraph 8(b) of this Agreement, accompanied by this Agreement.

3.            Anti Dilution Provisions.

(a)           If there is any stock dividend, stock split or combination of shares of Common Stock, the number and amount of Shares then subject to the Option shall be proportionately and appropriately adjusted as determined by the Committee, whose determination shall be final, conclusive and binding upon Optionee and the Company.

(b)           If there is any other change in the Common Stock, including a recapitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the Shares then subject to the Option as the Board of Directors or Committee may deem equitable, and whose determination shall be final, conclusive and binding upon Optionee and the Company.  Failure of the Board of Directors or the Committee to provide for an adjustment pursuant to this paragraph 3(b) prior to the effective date of any Company action referred to in this paragraph 3(b) shall be conclusive evidence that no adjustment is required in consequence of such action.

(c)            If the Company is merged into or consolidated with any other corporation and the Company is not the surviving corporation, or if the Company sells all or substantially all of the Company’s assets to any other corporation, then either

Notwithstanding the provisions of this paragraph 3(c), in no event shall the Option be exercisable after the Termination Date.

4.              Investment Representation and Legend of Certificates .  Optionee acknowledges that, for any period in which a registration statement with respect to the Option and/or Shares under the Securities Act of 1933, as amended (the “Securities Act”), is not effective, Optionee shall hold the Option and will purchase and/or own the Shares for investment purposes only and not for resale or distribution.  The Company shall have the right to place upon the face and/or reverse side of any stock certificate or certificates evidencing the Shares such legend as the Committee may prescribe for the purpose of preventing disposition of such Shares in violation of the Securities Act.

5.              Non Transferability.   The Option shall not be transferable by Optionee, other than by (a) will, the laws of descent or distribution or (b) pursuant to a proceeding under title 11 of the U.S. Bankruptcy Code or similar insolvency proceeding, and is exercisable during the lifetime of Optionee only by Optionee, except as otherwise specifically provided in this Agreement or the Plan.  The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

6.              Certain Rights Not Conferred by Option.   Optionee shall not, by virtue of holding the Option, be entitled to any rights of a stockholder in the Company.

7.              Expenses.   The Company shall pay all original issue and transfer taxes with respect to the issuance of the Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith.

8.            Exercise of Options.

(a)           The Option shall become exercisable on the dates and in the amounts as follows:

(b)           The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 8(a) of this Agreement, by written notice of such exercise, delivered to the President or Secretary of the Company, at the Company’s principal office by personal delivery, against written receipt therefor, or by pre-paid, certified or registered mail, return receipt requested.  Such notice shall specify the number of Shares for which the Option is being exercised (which number, if les