EXHIBIT
10.32

    AMENDMENT
NUMBER ONE

    TO
THE

    CLEAR
SKIES SOLAR, INC.

    2008
NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

     

    THIS AMENDMENT TO THE CLEAR SKIES
SOLAR, INC. 2008 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN (this “Amendment”),
dated as of  November ____, 2008 is made and entered into by Clear
Skies Solar, Inc., a Delaware corporation (the “Company”).  Terms
used in this Amendment with initial capital letters that are not otherwise
defined herein shall have the meanings ascribed to such terms in the Clear Skies
Solar, Inc. 2008 Non-Employee Directors Compensation Plan (the “Plan”).

    


    RECITALS

    


    WHEREAS, Section 8 of the Plan
provides that the Board may amend the Plan from time to time; and

    


    WHEREAS, the Board desires to
amend the Plan to allow the Board to make discretionary grants of Options to the
non-employee directors of the Company.

    


    NOW, THEREFORE, in accordance
with Section 8 of the Plan, the Company hereby amends the Plan as
follows:

    


    1.           Section
2 of the Plan is hereby amended by deleting said Section in its entirety and
substituting in lieu thereof the following new Section 2:

    


    
      	
            	
              2.

            	
              Administration of the
      Plan.

            


    

    


    The Plan
shall be administered by the Board of Directors of the Company and/or by a duly
appointed committee of the Board having such powers as shall be specified by the
Board (the “Board”).  Any subsequent references herein to the Board
shall also mean the committee if such committee has been appointed and, unless
the powers of the committee have been specifically limited, the committee shall
have all of the powers of the Board granted herein, including, without
limitation, the power to terminate or amend the Plan at any time subject to the
terms of the Plan and any applicable limitations imposed by law.  The
Board shall have authority to administer the Plan subject to the provisions of
the Plan but, except as otherwise provided in Section 7(b) below, shall have no
authority, discretion or power to select the non-employee directors of the
Company who will receive options under the Plan, to set the exercise price of
the options granted under the Plan, to determine the number of shares of common
stock to be granted upon exercise of options or the time at which such options
are to be granted, to establish the duration of option grants, or to alter other
terms or conditions specified in the Plan.  All questions of
interpretation of the Plan or of any options granted under the Plan (an
“Option”) shall be determined by the Board, and such determinations shall be
final and binding upon all persons having an interest in the Plan and/or any
Option.  Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election
which is the responsibility of or which is allocated to the Company herein,
provided the officer has apparent authority with respect to such matter, right,
obligation, or election.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.           Section
7 of the Plan is hereby amended by inserting the following new subparagraph (b)
after subparagraph (a) and re-lettering the existing subparagraphs (b) – (f)
accordingly:

    


    (b)           Discretionary Grant of
Options.  In addition to the Options granted pursuant to
Section 7(a) above, subject to execution by the relevant Non-Employee Director
of an appropriate Option Agreement for each Option, Options may be granted to
Non-Employee Directors at any time and from time to time as may be determined by
the Board.  The Board, upon its own action, may from time to time
grant, but is not required to grant, additional Options to any Non-Employee
Directors.  The Board shall have discretion in determining the
Non-Employee Directors to whom additional Options will be granted, the number of
shares of Stock subject to such Options granted to such participants, and the
time in which such Options shall become exercisable.  The Board’s
determinations and the terms and provisions of such Options need not be uniform
and may be made by it selectively among the Non-Employee Directors who may
receive additional Options pursuant to this Section 7(b).

    


    3.            
Section 7(b) of the Plan (Section 7(c) after this Amendment) is hereby amended
by substituting “Section 7(c)” in lieu of the reference to “Section 6(c)”
therein.

    


    4.            
Section 7(d)(i) of the Plan (Section 7(e)(i) after this Amendment) is hereby
amended by substituting “Section 7(e)(ii)” in lieu of the reference to “Section
6(d)(ii)” therein.

    


    5.            
Section 7(d)(iv) of the Plan (Section 7(e)(iv) after this Amendment) is hereby
amended by substituting “Section 7(e)(ii)” in lieu of the reference to “Section
6(d)(ii)” therein.

    


    6.            
Section 7(f)(iv) of the Plan (Section 7(g)(iv) after this Amendment) is hereby
amended by substituting “Section 7(g)” in lieu of all references to “Section
6(f)” therein.

    


    7.            
Section 10(b) of the Plan is hereby amended by substituting “Section 7(e)” in
lieu of the reference to “Section 6(d)” therein.

    


    8.            
Except as expressly amended by this Amendment, the Plan shall continue in full
force and effect in accordance with the provisions thereof.

    


    * * * * *
* * * *

    


    IN WITNESS WHEREOF, the
Company has caused this Amendment to be duly executed as of the date first
written above.

    


    
      
        
          
            	
                    CLEAR
      SKIES SOLAR, INC.

                  
	 
      
	
                    By:

                  	
                     

                  
	
                    Its:

                  	
                     

                  


          

        

      

    

     

    
      
         


      

      
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