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NON-EXCLUSIVE FINDERS AGREEMENT
  1.
    
    Engagement of Finder: The Company hereby engages the Finder, and the
Finder hereby accepts such engagement, to act as the Companys non-exclusive Finder
with respect to sales by the Company in a private placement transaction (the
Offering) of up to $6 million aggregate principal amount of Equity, Equity-Related or
Debt Securities (the Securities) of the Company to the investors during the term of
this Agreement as set forth in Section 6.2.
    
Offering Procedures: The Finder will introduce the Company to
investors who the Finder reasonably believes to be accredited investors, as that term
is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended (the 1933 Act), with whom the Finder has a pre-existing substantive
relationship (the Offerees). The Company, however, shall have the right to accept or
reject subscriptions from Offerees, in its sole and absolute discretion, and to abandon
or terminate the Offering without any liability or obligation to the Finder.3.
    
    Finders Compensation: In consideration for the services rendered by
the Finder hereunder, the Company shall pay to the Finder, or cause the Finder to be
paid, compensation as provided in this section within 3 days of the Companys receipt
of funds from the Offerees.
 (a)
    
    Cash Compensation:The Company shall pay to the Finder cash
compensation equal to seven percent (7%) of the gross Offering funds received
by the Company in the Offering, payable at closing.(b)
    
    Warrants:The Finder shall receive three percent (3%) warrant
compensation at closing. The warrant calculation translates into 30,000
warrants per $1 million raised for either a Registered Offering or a Private
Offering. The warrants shall have an exercise price of $2.75 and an expiration
date and registration rights consistent with any warrants sold to Offerees in
the Offering, and if the Offering does not provide for the issuance of
warrants, then the warrants issued to the Finder shall have a strike price
equal to the Offering price of any Equity or Equity-Related Securities sold,
have a five-year term and cashless exercise after one year if
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the underlying shares are not then registered. The warrant shares shall be subject to equitable adjustment for stock splits, stock dividends and
similar events that effect shareholders of the Company generally. The
warrant shares shall have piggyback registration rights in any subsequent
registration statement filed within 12 months of the final closing of the
Offering.(c)
    
    If, at any time prior to one year following the earlier of the
final closing on the sale of Securities pursuant to the Offering or the
termination of the Offering (the Term), the Company sells, in a private
transaction, any type of security to an investor with whom substantial
negotiations (not merely an introductory call but involving terms and/or
conditions, of investment) were undertaken by the Company and the investor
during the Term, the Company shall pay the Finder the compensation to which it
would be entitled under paragraph 3 if the transaction had occurred during the
Term.
 4.
    
    For purposes of determining the Finders compensation under this Section 3, the
gross offering proceeds received by the Company upon closing in the Offering(s) shall
include any amounts paid to the Company by investors in respect to an exercise or
conversion of any of the Securities, including the value allocated to any Securities
not issued pursuant to a cashless exercise or similar provision, whenever actually
received by the Company.
 Certain Matters Relating to Finders Duties:
 (a)
    
    The Finders responsibilities shall be limited to introducing
potential investors to the Company that the Finder has ascertained to be
accredited investors. Finder shall not use any general solicitation or general
advertising within the meaning of the applicable securities laws in connection
with any offering. The Finder shall have no responsibility to participate or
assist in any negotiations between any potential investor and the Company. The
Finder shall comply with all rules and regulations applicable to finder as a
registered broker-dealer in all jurisdictions in which the Finder undertakes
any activities on behalf of the Company. Further, the Finder shall have no
responsibility for fulfilling any SEC reporting or filing requirements that
relate to the Company; provided, however, that the Finder agrees to provide the
Company with reasonable assistance related to any registration, qualification
or other requirements of applicable securities laws and other regulatory
matters, upon request of the Company.
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(b)
    
    The Finder agrees to introduce the Company to Offerees only in
states in which the Finder has been advised by the Company that offers and sales of
Securities can be legally made by the Company.
 (c)
    
    The Finder shall perform its duties under this Agreement in a
manner consistent with, and follow all of, the instructions of the Company.
Such performance shall include, but not be limited to, the delivery to each
Offeree of a current copy of the Private Placement Memorandum, Subscription
Agreement and any Offering Questionnaire and/or similar documents provided to
the Finder by the Company, as such documents may be amended from time to time
by the Company and delivered to the Finder. The Finder shall consecutively
number each copy of the Private Placement Memorandum (which will include the
first letter of the Finders name or other identifying mark sufficient to
designate an Offeree introduced by the Finder); keep a log of when and to whom
each copy of the Private Placement Memorandum is given, with the Private
Placement Memorandum numbers; maintain a copy of any written information the
Finder obtains regarding the suitability of each Offeree; and only use the
Private Placement Memorandum in introducing Offerees to the Company. Finder
shall make no representations or warranties, or provide any information to
Offerees not approved or provided by the Company. The Finder shall provide
this log and all such written information to the Company at any time and
promptly upon request of the Company at the termination of this Agreement. The
Company shall, promptly following execution of this Agreement, provide the
Finder with a written list of prospective Offerees that the Company does not
want the Finder to contact. The Finder agrees to not contact the persons on
such list. The Finder shall not be entitled to the compensation set forth in
Section 3 with respect to any investment made by any investor that did not
directly derive from the Finders performance of its responsibilities pursuant
to this Agreement.(d)
    
    The Finder is and will hereafter act as an independent
contractor and not as an employee of the Company and nothing in this Agreement
shall be interpreted or construed to create any employment, partnership, joint
venture, or other relationship between the Finder and the Company. The Finder
will not hold itself out as having, and will not state to any person that the
Finder has, any relationship with the Company other than as an independent
contractor. The Finder shall have no right or power to find or create any
liability or obligation for or in the name of the Company or to sign any
documents on behalf of the Company.
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5.
    
    Right of First Offer. In consideration for the Finder acting as the
finder in connection with the proposed Offering and provided that there is a final closing
whereby the Finder identified investors who subscribed for at least 90% of the final
closing amount, the Company grants the Finder a right of first refusal to serve as
the Companys non-exclusive placement agent in connection with any financial
transaction for a period of 1 year from the closing of the Offering. In the event
the Company advises the Finder that it desires to effect any offering of securities,
the Company and the Finder will negotiate in good faith the terms of the Finders
engagement in a separate agreement that will set forth, among other matters,
compensation for the Finder in an amount to be mutually agreed upon by the parties.
 6.
    
    Termination of Agreement. Either party may terminate this Agreement by
notifying the other party in writing upon a material breach by that other party, unless
such breach is curable and is in fact cured within 15 days after such notice. This
Agreement will otherwise terminate upon completion or termination of the Offering. The
Company may terminate this Agreement following thirty 30 days after the date hereof
upon written notice. Notwithstanding the foregoing, all provisions of this Agreement
other than Sections 1, 2 and 3 shall survive the termination of this Agreement.7.
    
    Indemnification. The Company and the Finder each shall indemnify and
defend the other and the others affiliates, directors, officers, employees, agents,
consultants, attorneys, accountants and other representatives (each an Indemnified
Person) and shall hold each Indemnified Person harmless, to the fullest extent
permitted by law, from and against any and all claims, liabilities, losses, damages and
expenses (including reasonable attorneys fees and costs), as they are incurred, in
connection with the Offering, resulting from the indemnifying partys negligence, bad
faith or willful misconduct in connection with the Offering, any violation by the
indemnifying party (not caused by an Indemnified Person) of Federal or state securities
laws in connection with the Offering, or any breach by the indemnifying party of this
Agreement. In case any litigation or proceeding shall be brought against any
Indemnified Person under this section, the indemnifying party shall be entitled to
assume the defense of such litigation or proceeding with counsel of the indemnifying
partys choice at its expense (in which case the indemnifying party shall not be
responsible for the fees and expenses of any separate counsel retained by such
Indemnified Person, except in the limited circumstances described below in this
section); provided, however, that such counsel shall be reasonably satisfactory to the
Indemnified Person. Notwithstanding the indemnifying partys election to assume the
defense of such litigation or proceeding (a) such Indemnified Person shall have the
right to employ separate counsel and to participate in the defense of such litigation
or proceeding, and (b) the indemnifying party shall bear the
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reasonable fees, costs and expenses of separate counsel if (but only if) the use of counsel selected by the
indemnifying party to represent such Indemnified Person would present such counsel
with a conflict of interest under applicable laws or rules of professional conduct.
An Indemnified Person shall not have the right to settle such litigation under
circumstances in which the indemnifying party does not consent to the settlement.
An indemnifying partys obligations shall be limited to the amount of proceeds or
payments received in connection with the sale of Securities in the Offering.
 8.
    
    Confidentiality of Offeree Information. The Company acknowledges that
the identity of the Offerees, and all confidential information about Offerees received
by the Company from an Offeree or the Finder, is confidential information of the Finder
and may not be shared with any other person without the consent of the Finder, other
than pursuant to any requirements of applicable law.9.
    
    Notices. Any notice, consent, authorization or other communication to
be given hereunder shall be in writing and shall be deemed duly given and received when
delivered personally, when transmitted by fax, three days after being mailed by first
class mail, or one day after being sent by a nationally recognized overnight delivery
service, charges and postage prepaid, properly addressed to the party to receive such
notice, at the following address or fax number for such party (or at such other address
or fax number as shall hereafter be specified by such party by like notice):
 (a)
    
    If to the Company, to:
 barry@akeena.net
  
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(b)
    
    If to the Finder, to:
 st
 10.
    
    Company to Control Transactions.The prices, terms and conditions
under which the Company shall offer or sell any Securities shall be determined by the
Company in its sole discretion. The Company shall have the authority to control all
discussions and negotiations regarding any proposed or actual offering or sale of
Securities. Nothing in this Agreement shall obligate the Company to actually offer or
sell any Securities or consummate any transaction. The Company may terminate any
negotiations or discussions at any time and reserves the right not to proceed with any
offering or sale of Securities. Compensation pursuant to this Agreement shall only be
paid to the Finder in the event of an actual Closing of the Offering to an Offeree
introduced by Finder.11.
    
    Confidentiality of Company Information. The Finder, and its officers,
directors, employees and agents shall maintain in strict confidence and not copy,
disclose or transfer to any other party (1) all confidential business and financial
information regarding the Company and its affiliates, including without limitation,
projections, business plans, marketing plans, product development plans, pricing,
costs, customer, vendor and supplier lists and identification, channels of
distribution, and terms of identification of proposed or actual contracts and (2) all
confidential technology of the Company. In furtherance of the foregoing, the Finder
agrees that it shall not transfer, transmit, distribute, download or communicate, in
any electronic, digitized or other form or media, any of the confidential technology of
the Company. The foregoing is not intended to preclude the Finder from utilizing,
subject to the terms and conditions of this Agreement, the Private Placement Memorandum
and/or other documents prepared or approved by the Company for use in the Offering.
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12.
    
    Press Releases, Etc. The Company shall control all press releases or
announcements to the public. Furthermore, in advance of all communications with
Offerees with respect to the Offering, the Finder shall first obtain an appropriate
authorization from the Offeree that (a) the Offeree is willing to accept information
from an unidentified publicly traded company and (b) upon delivery of the
communication, the Offeree shall be deemed to have received confidential non-public
information and will rely only up such Offerees advisors for the purpose of trading in
any securities of the Company. Absent such an authorization, the Finder shall not
disclose to any third parties the fact that discussions or negotiations are taking
place concerning a possible transaction involving the Company, or the status or terms
and conditions thereof.13.
    
    Due Diligence:Neither the Company, nor any of its directors, officers
or shareholders, should, in any way rely on the Finder to perform any due diligence
with respect to the Company. It is expressly understood and agreed that to the extent
due diligence is conducted; it will be conducted by the investors.14.
    
    Expenses, Etc. The compensation described in Section 3 of this
Agreement shall be the Finders sole compensation for all of its services and efforts
to the Company and its affiliates, in connection with any offering or placement of
Securities. However, while the Finder shall pay all of its own costs and expenses
exceeding ten thousand ($10,000) in carrying out its activities hereunder; the Company
will reimburse the Finder for the first $10,000 of aforementioned expenses after they
have been incurred by the Finder, and an itemized accounting has been provided to the
Company. The Finder shall be responsible for any compensation, fees, commissions or
payments of its employees, agents, attorneys, representatives, co- Finders or other
persons or entities utilized by it in connection with its activities on behalf of the
Company, and the Finder will indemnify and hold harmless the Company and its affiliates
from the claims of any such persons or entities. The Finder shall not engage any
subfinder, subagents, representatives or other persons without the consent of the
Company, and the Finder shall not pay any person that is non a registered broker-dealer
any amount in connection with the offer or sale of the Securities.
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15.
    
    Compliance with Laws. The Finder represents and warrants that it is a
duly registered broker/dealer and in good standing with the SEC, NASD and the State of
California and has and shall maintain such registrations as well as all other necessary
licenses and permits to conduct its activities under this Agreement, which it shall
conduct in compliance with applicable federal and state laws relating to a private
placement under Regulation D of the 1933 Act. The Finder represents that it is not a
party to any other agreement, which would conflict with or interfere with the terms and
conditions of this Agreement.16.
    
    Assignment Prohibited. No assignment of this Agreement shall be made
without the prior written consent of the other party.17.
    
    Amendments. Neither party may amend this Agreement or rescind any of
its existing provisions without the prior written consent of the other party.18.
    
    Governing Law. This Agreement shall be deemed to have been made in the
State of California and shall be construed, and the rights and liabilities determined,
in accordance with the law of the State of California, without regard to the conflicts
of laws rules of such jurisdiction.19.
    
    Waiver. Neither Finders nor the Companys failure to insist at any
time upon strict compliance with this Agreement or any of its terms nor any continued
course of such conduct on their part shall constitute or be considered a waiver by
Finder or the Company of any of their respective rights or privileges under this
Agreement.20.
    
    Severability. If any provision herein is or should become inconsistent
with any present or future law, rule or regulation of any sovereign government or
regulatory body having jurisdiction over the subject matter of this Agreement, such
provision shall be deemed to be rescinded or modified in accordance with such law, rule
or regulation. In all other respects, this Agreement shall continue to remain in full
force and effect.21.
    
    Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and will become effective and
binding upon the parties at such time as all of the signatories hereto have signed a
counterpart of this Agreement. All counterparts so executed shall constitute one
Agreement binding on all of the parties hereto, notwithstanding that all of the parties
are not signatory to the same counterpart. Each of the parties hereto shall sign a
sufficient number of counterparts so that each party will receive a fully executed
original of this Agreement.
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22.
    
    Entire Agreement. This Agreement and all other agreements and
documents referred herein constitutes the entire agreement between the Company and the
Finder. No other agreements, covenants, representations or warranties, express or
implied, oral or written, have been made by any party hereto to any other party
concerning the subject matter hereof. All prior and contemporaneous conversations,
negotiations, possible and alleged agreements, representations, covenants and
warranties concerning the subject matter hereof are merged herein. This is an
integrated Agreement.23.
    
    Arbitration.The parties agree that this Agreement and all
controversies which may arise between the Finder and the Company, whether occurring
prior, on or subsequent to the date of this Agreement, will be determined by
arbitration. The parties understand that:
 (a)
    
    Arbitration is final and binding on the parties.(b)
    
    The parties are waiving their right to seek remedies in court,
including the right to a jury trial.(c)
    
    Pre-arbitration discovery is generally more limited than and
different from court proceedings.(d)
    
    The arbitrators award is not required to include factual
findings or legal reasoning and any partys right to appeal or to seek
modification or rulings by the arbitrators is strictly limited.(e)
    
    The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
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THIS AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE CONTAINED IN PARAGRAPH 23 OF
THIS AGREEMENT
 Empire Financial Group, Inc. (the Finder)By:
    /s/ Bill CorbettBill CorbettTitle:
    Managing DirectorAkeena Solar, Inc..(the Company)By:

/s/
David Lad WallaceDavid Lad WallaceTitle:
    Chief Financial Officer Page 10