**EXHIBIT
      10.32**




**FIRST
      AMENDMENT TO**


**CONSULTING
      AGREEMENT**


**(Incoming
      Services)**





This
      First Amendment to Consulting Agreement (“Amendment”) is made and entered into
      this 6th day
      of __ November (“Effective
      Date”), by and between Fiberstars, Inc., a California corporation
      having a place of business at 32000 Aurora Rd., Solon, OH 44139 (“Company”), and
      David N. Ruckert, having a place of business at 11
      Sixpence Way, Coronado, CA 92118 ("Consultant").





WHEREAS,
      the Company and Consultant entered into a Consulting Agreement effective
      February 3, 2006, and now wish to amend this agreement as follows:





1.  Term
      of Amendment .
      This
      Amendment will become effective on October
      1, 2006 and will
      continue in effect for up to 12 (twelve) months or until terminated as provided
      in Section 13 of the Consulting Agreement





2.  Services
      To Be Performed by Consultant .
      Consultant agrees to perform the services as set forth in the Statement of
      Work
      Form included as Exhibit A-1.





3.
      All
      other terms remain in effect, unless modified by Exhibit A-1.





Accepted
      and Agreed:




CONSULTANT:
            
            COMPANY:By: _____________________________
            
            By:
              _______________________________Print Name: _______________________
            
            Print Name:
              _________________________As Its: ___________________________
            
            As Its:
              _____________________________










**EXHIBIT
      A-1**





**STATEMENT
      OF WORK FORM**





1.  Principal
      Contact(s) : **John
      M. Davenport and Robert A. Connors**





2. Services
      to be Provided; Term .


Consultant
      shall render such services as Company may from time to time request in writing
      in connection with the following project:




**Marketing
      EFO** **Ô**





Consultant
      shall upon Company's request, but in any event no less frequently than once
      each
      month, report to Company on the status of the project performed by Consultant
      hereunder. Upon notice to Consultant, Company has the right to receive copies
      of
      all or any portion thereof.





3.  Fee
      Schedule .




a) Cash
      Compensation




**$10,000
          per month for up to 12 months**





Company
      will pay $10,000 before the 10 th of the
      month following the month in which services have been performed. The total
      amount authorized to be paid to Consultant under this Statement of Work is
      up to **$120,000
      for 12 months** .
      This
      amount shall not be exceeded without Company’s written approval.





4.  Acceptance
      of Work Product .


Within
      ten (10) working days after receipt of Consultant's completed report ("Work
      Product"), Company will accept or reject the Work Product. In the event Company
      rejects the Work Product, Company may at its option require Consultant, at
      Consultant's own expense, to revise the Work Product to render it acceptable
      to
      Company. Consultant will have ten (10) working days to submit the revised Work
      Product to Company. If Company fails to notify Consultant within the specified
      time, Company will be deemed to have accepted the Work Product.


CONSULTANT:
              
              COMPANY:Signature: _____________________________
              
              Signature: _____________________________Print Name:
                ____________________________
              
              Print Name
                _____________________________Title:
                _________________________________
              
              Title:
                __________________________________