Unassociated Document


     

    Exhibit
10.3

    


    AMENDMENT
TO

    CONSULTING
AGREEMENT

    DATED
MAY 8, 2009

     

    Pursuant to a consulting agreement dated May 8, 2009 (the “Agreement”) between Clear Skies Solar, Inc. (the
“Company”) and Barry Honig (the “Consultant”), the Company is engaging the Consultant
to provide certain Services in consideration for 4,000,000 Consulting
Shares.  Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.

    


    WHEREAS,
the parties wish to amend the Agreement so that the Company is obligated to file
on a Form S-8 only 2,500,000 of the Consulting Shares.

    


    NOW
THEREFORE, in consideration of the premises, the mutual agreements contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the undersigned agree as follows:

    


    
      	
              1.  

            	
              The
      Company wishes to amend and restate Paragraph 5 of the Agreement as
      follows:

            


    

    


    “5.                 Registration
Rights

    


     a.           
Promptly following the filing by the Company of their Annual Report on Form 10-K
for the year ended December 31, 2008, but in no event greater than 15 days
thereafter, the Company shall file a registration statement on Form S-8 under
the Securities Act of 1933, as amended (the “Securities Act”), which
registration statement shall include two million five hundred thousand
(2,500,000) shares (the “Registrable Shares”) of the
Consulting Shares (the “Registration
Statement”).

     

    b.           As
a condition to the inclusion of his Registrable Shares,
Consultant shall furnish to the Company such information regarding
Consultant and his affiliates and the distribution proposed by
Consultant as the Company may request in writing or as shall be required in
connection with any registration, qualification or compliance referred to in
this Agreement.

     

    c.           Consultant hereby
covenants with the Company not to make any sale of the
Registrable Shares without effectively causing the prospectus delivery
requirements under the Securities Act to be satisfied.

     

    d.           Consultant acknowledges
and agrees that the Registrable Shares sold pursuant to the
Registration Statement are not transferable on the books of the Company unless
the stock certificate submitted to the transfer agent evidencing
such Registrable Shares is accompanied by a certificate reasonably
satisfactory to the Company to the effect that (x)
the Registrable Shares have been sold in accordance with such
Registration Statement and (y) the requirement of delivering a current
Prospectus has been satisfied.

     

    
      
         

      

      
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    e.           Consultant shall
not take any action with respect to any distribution deemed to be made pursuant
to such Registration Statement, which would constitute a violation of Regulation
M under the Securities Exchange Act of 1934, as amended, or any other applicable
rule, regulation or law.”

     

    2.           Except
as modified and amended herein, all of the terms and conditions of
the

    Agreement
shall remain in full force and effect.

    


    3.   This
Amendment may be executed in one or more counterparts, each of which shall, for
all purposes, be deemed an original and all of such counterparts, taken
together, shall constitute one and the same Amendment.

    


    4.   This
Amendment and the rights of the parties hereto shall be interpreted in
accordance with the laws of the State of New York, without giving effect to
principles of conflict of laws.

    


    


    IN
WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
first above written.

    
       

    

    
      
        	 
      	 
      	
                Clear
      Skies Solar, Inc.

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                /s/
      Barry Honig

              	 
      	By:	
                /s/
      Ezra Green

              	 
      
	
                Barry
      Honig

              	 
      	 
      	
                Name:
      Ezra Green

              	 
      
	
                 

              	 
      	 
      	
                Title:
      Chief Executive Officer

              	 
      


      

       

       

      
        	
                Address
      for Notice:

              	 
      	 
      	
                Address
      for Notice:

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Barry
      Honig

              	 
      	 
      	
                Ezra
      Green, Chief Executive Officer

              	 
      
	
                595
      S. Federal Hwy.

              	 
      	 
      	
                Clear
      Skies Solar, Inc.

              	 
      
	
                Suite
      600

              	 
      	 
      	
                200
      Old Country Road, Suite 610

              	 
      
	
                Boca
      Raton, FL 33432

              	 
      	 
      	
                Mineola,
      NY 11501

              	 
      


      

    

     

    
      
         

      

      
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