Exhibit
10.1b




AKEENA
SOLAR, INC.




2006
INCENTIVE STOCK PLAN




NONQUALIFIED
STOCK OPTION AGREEMENT




This
NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the
_____ day of _______________, ______ (the “Grant Date”), is between Akeena
Solar, Inc., a Delaware corporation (the “Company”), and ____________________
(the “Optionee”), an officer, employee, director or consultant of the Company or
of a “Subsidiary,” as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the “Code”).




WHEREAS,
the Company desires to give the Optionee the opportunity to purchase shares of
common stock of the Company, par value $0.001 (“Stock”) in accordance with the
provisions of the Akeena Solar, Inc. 2006 Incentive Stock Plan (the “Plan”), a
copy of which is attached hereto;




NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto, intending to be
legally bound hereby, agree as follows:




1.           Grant of
Option.  The Company hereby grants to the Optionee the right
and option (the “Option”) to purchase all or any part of an aggregate of
________ shares of Stock.  The Option is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as it may be amended from time to
time (but only to the extent that such amendments apply to outstanding
options).  Such terms and conditions are incorporated herein by
reference, made a part hereof, and shall control in the event of any conflict
with any other terms of this Option Agreement.  The Option granted
hereunder is intended to be a nonqualified stock option (“NQSO”) and not an
incentive stock option (“ISO”) as such term is defined in section 422 of
the Code.




2.           Exercise
Price.  The exercise price of the Stock covered by this Option
shall be $_______ per share.  It is the determination of the committee
administering the Plan (the “Committee”) that on the Grant Date the exercise
price was not less than the greater of (i) 100% of the “Fair Market Value”
(as defined in the Plan) of a Common Share, or (ii) the par value of a
Common Share.




3.           Term.  Unless
earlier terminated pursuant to any provision of the Plan or of this Option
Agreement, this Option shall expire five (5) years from the Grant Date (the
“Expiration Date”).  This Option shall not be exercisable on or after
the Expiration Date.




Exercise of
Option.  The Options shall vest and become exercisable as to
one-third of the total amount of shares subject to the Option on each of the
first, second and third anniversaries of the date of grant, and subject to the
other terms and limitation of the Plan.  Once the Option becomes
exercisable, it will remain exercisable until it is exercised or until it
terminates.




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4.           Method of Exercising
Option.  Subject to the terms and conditions of this Option
Agreement and the Plan, the Option may be exercised by written notice to the
Company at its principal office, which is presently located at 16005 Los Gatos
Boulevard, Los Gatos, California 95032.  The form of such notice is
attached hereto and shall state the election to exercise the Option and the
number of whole shares with respect to which it is being exercised; shall be
signed by the person or persons so exercising the Option; and shall be
accompanied by payment of the full exercise price of such
shares.  Only full shares will be issued.




The
exercise price shall be paid to the Company -




(a)           in
cash, or by check or such other instrument as may be acceptable to the
Committee;




(b)           through
the delivery of shares of Stock owned by the Optionee having a Fair Market Value
equal to the exercise price of the Option;




(c)           in
the form of shares of Stock withheld by the Company from the shares of Stock
otherwise to be received with such withheld shares of Stock having a Fair Market
Value equal to the exercise price of the Option; or




(d)           in
any combination of (a), (b), or (c) above.




Upon
receipt of notice of exercise and payment, the Company shall deliver a
certificate or certificates representing the shares of Stock with respect to
which the Option is so exercised.  The Optionee shall obtain the
rights of a shareholder upon receipt of a certificate(s) representing such
shares of Stock.




Such
certificate(s) shall be registered in the name of the person so exercising the
Option (or, if the Option is exercised by the Optionee and if the Optionee so
requests in the notice exercising the Option, shall be registered in the name of
the Optionee and the Optionee’s spouse, jointly, with right of survivorship) and
shall be delivered as provided above to, or upon the written order of, the
person exercising the Option.  In the event the Option is exercised by
any person or persons after the death or disability (as determined in accordance
with section 22(e)(3) of the Code) of the Optionee, the notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.  All shares of Stock that are purchased upon
exercise of the Option as provided herein shall be fully paid and
non-assessable.




5.           Transferability of
Option.  This Option is not assignable or transferable, in
whole or in part, by the Optionee other than by will or by the laws of descent
and distribution.  During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee or, in the event of his or her
disability, by his or her guardian or legal representative.




6.           Termination by Reason of
Death.  If the Optionee dies during his or her service and
prior to the Expiration Date, or if the Optionee’s service is terminated due to
disability, as described in Paragraph 8, or by reason of retirement, as
described in Paragraph 9, and the Optionee dies following his or her
termination of service but prior to the earlier of the Expiration Date or the
expiration of the period determined under Paragraph 8 or 9 (as applicable
to the Optionee), this Option may be exercised (to the extent of the number of
shares of Stock with respect to which the Optionee could have exercised it on
the date of his or her death) by the Optionee’s estate, personal representative
or beneficiary who acquired the right to exercise this Option by bequest or
inheritance or by reason of the Optionee’s death, at any time prior to the
earlier of (i) the Expiration Date or (ii) one year after the date of
the Optionee’s death. Any part of the Option that was not exercisable
immediately before the Optionee’s death shall terminate at that
time.




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7.           Termination by Reason of
Disability.  If the Optionee becomes disabled (as determined in
accordance with section 22(e)(3) of the Code) during his or her service and,
prior to the Expiration Date, the Optionee’s service is terminated as a
consequence of such disability, this Option may be exercised, to the extent of
the number of shares of Stock with respect to which the Optionee could have
exercised it on the date of such termination of service, by the Optionee or by
the Optionee’s legal representative, at any time prior to the earlier of
(i) the Expiration Date or (ii) three months after such termination of
service.  Any part of the Option that was not exercisable immediately
before the Optionee’s termination of service shall terminate at that
time.




8.           Termination by Reason of
Retirement.  If the Optionee’s service with the Company or any
Subsidiary terminates by reason of Normal or Early Retirement (as such terms are
defined below), the Option may be exercised, to the extent of the number of
shares of Stock with respect to which the Optionee could have exercised it on
the date of such Retirement, at any time prior to the earlier of (i) the
Expiration Date or (ii) three months after such termination of
service.  Any part of the Option that was not exercisable immediately
before the Optionee’s termination of service shall terminate at that
time.  For purposes of this Paragraph, “Normal Retirement” shall mean
retirement from active employment with the Company or any Subsidiary on or after
the normal retirement date specified in the applicable Company or Subsidiary
pension plan or if no such pension plan exists, age 65, and “Early Retirement”
shall mean retirement from active employment with the Company or any Subsidiary
pursuant to the early retirement provisions of the applicable Company or
Subsidiary pension plan or if no such pension plan exists, age 55.




9.           Other Termination of
Service.  If the Optionee’s service with the Company and all
Subsidiaries is terminated for any reason other than death, as described in
Paragraph 7, disability, as described in Paragraph 8, or Normal or Early
Retirement, as described in Paragraph 9, this Option shall thereupon
terminate immediately, except that the portion of the Option that was
exercisable on the date of such termination of service may be exercised at any
time prior to the earlier of (i) the Expiration Date or (ii) thirty
days after such termination of service if the Optionee’s service with the
Company or any Subsidiary was terminated by the Company or such Subsidiary
without cause (the determination as to whether termination was for cause to be
made by the Committee). The transfer of the Optionee’s service from the Company
to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be
deemed to constitute a termination of service for purposes of the Option
Agreement.




10.           Withholding of
Taxes.  The obligation of the Company to deliver Stock upon the
exercise of this Option shall be subject to applicable federal, state and local
tax withholding requirements.  If the exercise of the Option is
subject to the withholding requirements of applicable federal, state and/or
local tax law, the Optionee, subject to the provisions of the Plan and such
additional withholding rules (the “Withholding Rules”) as shall be adopted by
the Committee, may satisfy the withholding tax, in whole or in part, by electing
to have the Company withhold (or by returning to the Company) shares of Stock,
which shares shall be valued, for this purpose, at their Fair Market Value on
the date the amount attributable to the exercise of the Option is includable in
income by the Optionee under section 83 of the Code.  Such
election must be made in compliance with and subject to the Withholding Rules,
and the Company may limit the number of withheld shares to the extent necessary
to avoid adverse accounting consequences.




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11.           Governing
Law.  This Option Agreement shall be governed by the applicable
Code provisions to the maximum extent possible.  Otherwise, the laws
of the State of Delaware (without reference to the principles of conflict of
laws) shall govern the operation of, and the rights of the Optionee under, the
Plan and Options granted thereunder.




IN
WITNESS WHEREOF, the Company has caused this Nonqualified Stock Option Agreement
to be duly executed by its duly authorized officer, and the Optionee has
hereunto set his or her hand and seal, all as of the date set forth
below.




AKEENA
      SOLAR, INC.Date
                      
                      By:Optionee






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AKEENA
SOLAR, INC.




2006
INCENTIVE STOCK PLAN




Notice of
Exercise of Nonqualified Stock Option




I hereby
exercise the nonqualified stock option granted to me pursuant to the
Nonqualified Stock Option Agreement dated as of ____________________, ______, by
Akeena Solar, Inc. (the “Company”), with respect to the following number of
shares of the Company’s common stock (“Shares”), par value $0.001 per Share,
covered by said option:




Number
      of Shares to be purchased:
                _______Purchase
      price per Share:
                $_______Total
      purchase price:
                $_______





___
                      A.
                      Enclosed
      is cash, check, or any other instrument that is acceptable to the Company
      in the amount of $__________ in full/partial [CIRCLE ONE] payment for such
      Shares;and/or___
                      B.
                      Enclosed
      is/are Share(s) with a total fair market value of $_________ on the date
      hereof in full/partial [CIRCLE ONE] payment for such
    Shares;and/or___
                      C.
                      I
      elect to satisfy the payment for Shares purchased hereunder by having the
      Company withhold newly acquired Shares pursuant to the exercise of the
      Option.


Please
have the certificate or certificates representing the purchased Shares
registered in the following name or
names*:_________________________________________________; and sent to
_______________________________________________________________________.









Dated:, ____________________,
    2008Optionee’s
      Signature





*  Certificates
may be registered in the name of the Optionee alone or in the joint names (with
right of survivorship) of the Optionee and his or her spouse.