Unassociated Document


     

    Exhibit 10.1

     

    CONSULTING SERVICES
AGREEMENT

     

    THIS CONSULTING SERVICES AGREEMENT (the
"Agreement") is entered into on April 30, 2009 between Clear Skies Solar, Inc,
(CSKHE) ("Company"), having its principle address at 200 Old Country Road, Suite
610, Mineola, NY 11501 and Ice Cold Stocks or nominee Kim Davis - to whom the
stock is to be assigned - having its principal address at 9060 Equuis Circle,
Boynton Beach FL 33437 ("Consultant").

     

    WHEREAS, the Company desires to retain
the services of Consultant as described herein and Consultant desires to provide
such services for the consideration set forth below and for such other mutual
promises and consideration received the Company and Consultant hereby enter into
this Agreement as follows:

     

    
      
        	
                I.

              	
                Services. The Company retains Consultant to
      render to the Company the following services (the
      "Services"):

              
	 	 


      

    

    
      	
              a)
      

            	
                Consultant will provide public
      relations, and advisory, and consulting services to the Company in
      conjunction with the development of the Company's marketing plan, business
      plan, and goals.

            
	 	 
	
              b)

            	
                   
      Consultant shall provide advisory and consulting services alternatives for
      maximizing the Company's exposure to, and penetration of, its target
      market.

            


    

    
      	 	 
	
              c) 

            	
                    In
      consultation with the Company, Consultant shall schedule and arrange
      meetings and conferences, in person, by telephone, or other media, for the
      Company's representatives and such third parties as the Consultant
      believes will further the purposes of this Agreement. Said meetings and
      conferences shall be with representatives of potential strategic partners
      of the Company, marketing and media representatives and representatives of
      investment and banking advisory services.

            
	 	 


    

    
      	
              d) 

            	
                    It
      is expressly agreed herein that the Company shall be responsible for all
      reasonable costs and necessary expenses incurred by Consultant, including
      travel, mileage, duplicating and communication expenses. The Company shall
      reimburse Consultant for all such expenses with thirty (30) days, subject
      to submission by Consultant of reasonably satisfactory documentation.
      Consultant shall be required to receive prior written approval from the
      Company's Chief Financial Officer for any reimbursed
      expenses.   Board.

            


    

                       

    
      	
              2. 

            	
              Compensation. As consideration for Consultant's
      performance of the Services, the Company shall issue to  , One Million (1,000,000) shares
      of the Company's restricted common stock (the "Shares") and one-year
      warrants exercisable for One Million (1,000,000) shares of restricted
      common stock exercisable @ twenty-five cents (25¢)
      per share (the "Warrants") upon the signing of this contract by both
      parties. The Company and Consultant agree to the
      following:

            


    

     

    
      
        	
                ICS
      Consulting Agreement 001

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              (i)

            	
                  
      Consultant shall be entitled to "piggy-back" registration rights for the
      Shares on all registrations of the Company, except for registrations filed
      on Form S-4 or Form S-8, or on any demand registrations of any other
      investor subject to the right, however, of the Company and its
      underwriters to reduce the number of shares proposed to be registered pro
      rata in view of market conditions. The Company shall bear registration
      expenses (exclusive of underwriting discounts and commissions) of all such
      registrations; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
                   The
      following legend (or a legend substantially in the following form) shall
      be placed on certificates representing the Shares and the
      Warrants:

            


    

    


    THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST
THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS CORPORATION
RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES
(CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION.

     

    
      	
              3.

            	
              Term
      and Termination.
      Subject to earlier termination, the term of this agreement shall begin on
      the date set forth above and will continue in full force and effect for a
      period of six (6) months from the date hereof. Either party may terminate
      this Agreement on thirty (30) calendar days written notice, or if prior to
      such action, the other party materially breaches any of its
      representations, warranties or obligations under this Agreement. Except as
      may be otherwise provided in this Agreement, such breach by either party
      will result in that party being responsible to reimburse the
      non-defaulting party for all costs incurred directly as a result of the
      breach of this Agreement. Upon any termination or expiration of this
      Agreement, Company shall pay all unpaid and outstanding fees, through the
      effective date of termination or expiration of this Agreement. And upon
      such termination, Consultant shall provide and deliver to Company any and
      all outstanding Services due through the effective date of this Agreement.
      Termination by either party shall not result in the forfeiture by
      Consultant of the Shares or
Warrants.

            


    

     

    
      
        
          	
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              4. 

            	
              Independent
      Contractor Status.
      The parties agree and acknowledge that this Agreement shall not be
      construed so as to make either an employee of the other and neither party
      shall hold themselves out as such. Neither party shall i) have the
      authority bind the other to any contract, agreement, nor indenture; ii) be
      liable to any third party for the acts of the other; nor iii) accept
      service of process for the
other.

            


    

    
      	 	 
	
              5. 

            	
              Confidential
      Information. It is
      agreed by the parties that Consultant shall have access to, have disclosed
      to it, or otherwise obtain Confidential Information about the Company.
      "Confidential Information" shall mean confidential, non-public or other
      proprietary information including, without limitation, letters addressed
      from the Securities and Exchange Commission to the Company, trade secrets,
      technical information, including algorithms, code, data, designs,
      documentation, drawings, formulae, hardware, know­how, ideas,
      inventions, whether patentable or not, photographs, plans, procedures,
      processes, reports, research, samples, sketches, software, specifications,
      business information, including customer and distributor names, marketing
      information, operations, plans, products, financial information, including
      pricing and other confidential information that is disclosed under the
      terms of this Agreement by the Company or the Consultant. Consultant shall
      not disclose to, or use for the benefit of, any third party, Confidential
      Information it receives without the prior written consent of the Company.
      Information shall not be considered Confidential Information if such
      information is i) already known to Consultant at the time it is obtained,
      ii) subsequently learned from an independent third party; or iii)
      available publicly.

            
	 	 


    

    
      	
              6. 

            	
              Confidentiality
      of Agreement. The
      parties shall not disclose to any third person or entity, any portion of
      this Agreement except as necessary for the Consultant to provide the
      Services set forth in Section 1 herein and as otherwise required by
      applicable law. Except as permitted in the preceding sentence, neither
      party shall disclose the existence or terms of this Agreement without
      first obtaining prior written approval of the other party which approval
      may be withheld by Consultant for any reason. Neither party shall use the
      other's name, logo, trademarks, or service marks in any advertising,
      publicity releases, or any other materials without that party's prior
      written approval, which shall not be unreasonably withheld by the Company
      if Consultant determines such use to be consistent with the performance of
      its Services described
herein.

            


    

    
       

      
        
          	
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              7. 

            	
              Best
      Efforts. The parties
      agree that Consultant will utilize its best efforts to provide the
      Services set forth in Section 1 above. The Company acknowledges and
      accepts that Consultant does not and cannot promise or guarantee that any
      specific result can or will be achieved by the Consultant as a result of
      its performance of the Services set forth
  herein,

            


    

    
      	 	 
	
              8. 

            	
              Assignment. This Agreement may be assigned to
      and inure to the benefit of, and be binding upon, any successor to
      substantially all of the assets and business of the Company as a going
      concern, whether by merger, consolidation, liquidation or sale of
      substantially all of the assets of the Company or otherwise. The Company
      will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the
      business and/or assets of the Company to assume expressly and agree to
      perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform as if no such succession had taken
      place; and, as used in this Agreement, "Company" shall mean the Company as
      hereinbefore defined and any successor to its business and/or assets as
      aforesaid which assumes and agrees to perform this Agreement by operation
      of law, or otherwise; provided that for purposes of Section 8 hereof, the
      term "Company" shall mean the Company as hereinbefore defined and any such
      transaction in which this Agreement is assigned to a successor may not
      expand or enlarge the scope of restrictions applicable to Consultant
      pursuant to this Agreement. Consultant understands and agrees, however,
      that this Agreement is exclusive and personal to him only, and, as such,
      he will neither assign nor subcontract all or part of his undertaking(s)
      or obligation(s) under the terms of this
  Agreement.

            
	 	 


    

    
      	
              9. 

            	
              Suit/Jurisdiction. The parties agree that any and
      all disputes arising out of or relating to this Agreement shall be
      submitted to the American Arbitration Association ("AAA") for binding and
      final resolution in accordance with the rules of the AAA. The parties
      further agree that such arbitration shall take place in New York, NY.
      Notwithstanding the foregoing, the parties shall each retain the right to
      seek injunctive or equitable relief for any actual or threatened breach of
      Sections 5 and 6 of this Agreement. In the event either party exercises
      its right to seek injunctive or equitable relief, it shall do so in a
      court of competent jurisdiction in the State of New York. Without
      limitation of the foregoing, each party acknowledges that it hereby waives
      the right to have disputes arising out of or relating to this
      Agreement resolved by jury trial and the parties
      shall not be entitled to special, punitive, incidental and similar damages
      in any proceeding brought for enforcement of this
      Agreement.

            


    

    
       

      
        
          	
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      Consulting Agreement 001

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              10. 

            	
              Interpretation
      of Agreement. This
      Agreement shall be interpreted in accordance plain meaning of its terms
      and under the laws of the State of New York without reference to conflicts
      of law provisions.

            


    

    
      	 	 
	
              11. 

            	
              Contents
      of Agreement and Amendments. This Agreement set forth the
      entire agreement of the parties. No amendment or modification to this
      Agreement shall be binding unless in writing and signed by both parties.
      The parties agree the terms of the Addendum hereto are hereby incorporated
      into this Agreement.

            
	 	 


    

    
      	
              12. 

            	
              Counterparts;
      Delivery by Facsimile. This Agreement may be executed in
      one or more counterparts, each of which shall be deemed an original, but
      all of which together shall constitute one and the same instrument.
      Delivery of this Agreement may be effected by
      facsimile.

            


    

     

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

     

    
      
        	CONSULTANT:	 	 	COMPANY:	 
	
                /s/
       

              	 	 	
                /s/
      

              	 
	
                Print
      Name: Barry Davis

              	 	 	
                Print
      Name: 

              	 
	
                for
      Ice Cold Stocks 

              	 	 	
              	 
	 	 	 	Title:
      	 
	
                Title:
      Partner

                Dated:
      5-4-09

              	 	 	Dated: 	 


      

    

    
       

      
        
          	
                  ICS
      Consulting Agreement 001

                	Initial
      	
                  

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Addendum

    


    Consultant represents that it is not
required to maintain any licenses or registrations under federal or any state
regulations necessary to perform the services set forth herein that it does not
possess. Consultant acknowledges that, the performance of the services set forth
under this Agreement will not violate any rule or provision of any regulatory
agency having jurisdiction over Consultant and Consultant will fully and
accurately disclose its compensation provided hereunder and its ownership of
securities of the Company in connection with any publications, reports or
analysis. Consultant acknowledges that, to the best of its knowledge, Consultant
and its officers and directors are not the subject of any investigation, claim,
decree or judgment involving any violation of the SEC or securities laws.
Consultant further acknowledges that it is not a securities Broker, Dealer or a
registered investment advisor

    


    Consultant acknowledges that the shares
of Common Stock to be issued pursuant to this Agreement (collectively, the
"Shares") have not been registered under the Securities Act of 1933, and
accordingly are "restricted securities" within the meaning of Rule 144 of the
Act. As such, the Shares may not be resold or transferred unless the Company has
received an opinion of counsel reasonably satisfactory to the Company that such
resale or transfer is exempt from the registration requirements of that
Act.

    


    Consultant is (i) an accredited
investor, as that term is defined in Regulation D promulgated under the
Securities Act of 1933. Consultant is acquiring the Shares for the
Consultant's/Nominee's own account for investment and not with a view toward
resale or distribution thereof except in accordance with applicable securities
laws.

    
       

      
        
          	
                  ICS
      Consulting Agreement 001

                	Initial