CLEAR
      SKIES GROUP, INC.

    


    PLACEMENT
      AGENT AGREEMENT

    


    Dated:
      November 14, 2007


    


    Westminster
      Securities Corporation

    100
      Wall
      Street

    New
      York,
      NY 10005


    


    Ladies
      and Gentlemen:

    


    The
      undersigned, Clear Skies Group, Inc., a New York corporation, (together with
      its
      successors, the “Company”),
      proposes to issue and sell a minimum of $3,250,000 (“Minimum
      Offering”)
      and up
      to $6,500,000 (“Maximum
      Offering”)
      of its
      common stock, par value $0.001 per share (the “Common Stock”), in units
      consisting of 50,000 shares of common stock (“Units”)
      at a
      purchase price of $25,000 per Unit in a private placement of securities (the
      “Offering”).
      This
      Placement Agent Agreement (“Agreement”)
      is to
      confirm the arrangement with you, Westminster Securities Corp. (the
“Placement
      Agent”),
      with
      respect to the sale of the Units by Placement Agent and certain other selected
      broker-dealers acceptable to us as exclusive placement agent for the Offering.
      As used herein, Company includes the publicly-traded parent successor to the
      business and assets of Company which will upon closing of the Offering will
      agree to be bound by the terms and agreements hereof as if a party
      hereto.

    


    SECTION
      1. Offering
      Summary. 

    


    (a) Securities.
      The
      Units, the shares of the Company’s Common Stock underlying the Units
      (“Shares”)
      and
      the Placement Agent Warrants (as hereinafter defined) are referred to
      collectively herein as the “Securities”.
      The
      Securities shall conform in all material respects to descriptions thereof
      contained in the Transaction Documents (as hereinafter defined).

    


    (b) Documents.
      The
      terms and conditions of the sale and issuance of the Units and the rights held
      by the purchasers of the Units with respect to the Offering and the securities
      underlying the Units will be as set forth in (i) the private placement
      memorandum relating to the Offering (ii) the agreements between the Company
      and
      the purchasers of the Units (including, without limitation, the subscription
      agreement, the registration rights agreement, and the reconfirmation of
      subscription), and (iii) all exhibits, schedules and supplements to the
      foregoing, and all documents included or incorporated by reference therein
      (including, without limitation, any of the Company’s filings or Company approved
      draft filings with the SEC delivered to offerees of the Units so included or
      incorporated) (all such documents hereinafter collectively referred to as the
      “Transaction
      Documents”).

    


    (c) Timing.
      The
      date on which the Offering is authorized by the Company to commence is November
      14, 2007 and is herein called the “Commencement
      Date.”
Each
      closing on the sale of Units is herein called the “Closing”,
      and
      each such date a “Closing
      Date”.
      

    


    (d) Exemption.
      The
      Offering will not be registered with the Securities and Exchange Commission
      (“SEC”)
      nor
      with any state securities authority, but rather will be offered as a private
      placement solely to accredited investors pursuant to an exemption from
      registration under Regulation D (“Regulation
      D”)
      promulgated under Section 4(2) and Rule 506 of the Securities Act of 1933,
      as
      amended (“Securities
      Act”),
      and
      available state securities law exemptions. The Units are to be offered and
      sold
      in the Offering only to “accredited investors”, as that term is defined in Rule
      501(a) promulgated under Regulation D. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2. Representations
      and Warranties of the Company.
      The
      Company hereby represents, warrants and covenants with the Placement Agent
      as
      follows:

    


    (a) Subsidiaries.
      As used
      herein, including with respect to the representations and warranties contained
      herein, unless the context otherwise requires, the term “Company” shall include
      the Company together with all of its direct and indirect wholly owned
      subsidiaries, if any (the “Subsidiaries”),
      and
      all representations and warranties of the Company herein shall also be deemed
      made on behalf of and with respect to each such Subsidiary of the Company,
      except where the context indicates that such representation and warranty applies
      only to the Company, including, without limitation, any representations and
      warranties relating to the capital stock of the Company. The Company currently
      has no Subsidiaries. The Company intends to reorganize upon the initial closing
      of the Offering and to have Subsidiaries pursuant to the “reverse merger”
transaction as described in the Transaction Documents.

    


    (b) Disclosure.
      The
      Transaction Documents, which have been prepared by the Company and subject
      to
      the reasonable approval of the Placement Agent, will be carefully prepared
      to
      disclose such information concerning the Company that management of the Company
      determines would be material to an investment opportunity in the Company..
      To
      the knowledge of the Company, the Transaction Documents as of their respective
      dates, as may be amended and supplemented from time to time, are true and
      correct in all material respects and as of each Closing Date and do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading. 

    


    (c) Representations.
      The
      Transaction Documents will include representations and warranties of the Company
      in such form and covering such matters as is usual and customary for a
      transaction of this nature.

    


    (d) Compliance.
      The
      Company will comply in all material respects with the Transaction Documents.
      

    


    (e) Financials.
      Except
      as disclosed in the Transaction Documents, the audited financial statements
      of
      the Company for its most recent two fiscal years and the unaudited financial
      statements for the interim period since the end of the most recent fiscal year,
      each as included in the Transaction Documents (collectively, the “Financial
      Statements”),
      fairly present in all material respects the information purported to be shown
      therein of the Company, at the respective dates to which they apply; and such
      Financial Statements have been prepared in conformity with GAAP consistently
      applied throughout the periods involved and are in accordance in all material
      respects with the books and records of the Company.

    


    (f) Litigation.
      Except
      as disclosed in the Transaction Documents, there are no actions, suits or
      proceedings at law or in equity pending, or to the Company’s knowledge,
      threatened, against the Company before or by any federal or state commission,
      regulatory body, administrative agency or other governmental body wherein,
      either in any case or in the aggregate, an unfavorable ruling, decision or
      finding would have a material adverse effect on the financial condition, results
      of operations, assets or business of the Company or its Subsidiaries (a
“Material
      Adverse Effect”).
      


    
      
        
        

      

      
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    (g) No
      Conflicts.
      The
      execution and delivery by the Company of this Agreement, the consummation and
      performance of the transactions herein contemplated, and compliance with the
      terms of this Agreement by the Company will not conflict with, result in a
      material breach of, or constitute a material default under, the Certificate
      of
      Incorporation or the bylaws of the Company, in each case as amended, or any
      indenture, mortgage, deed of trust or other agreement or instrument to which
      the
      Company is now a party or by which it or any of its assets or properties is
      bound, or any law, order, rule, regulation, writ, injunction, judgment or decree
      of any government, governmental instrumentality or court, domestic or foreign,
      having jurisdiction over the Company or any of its business or properties,
      to
      the extent that such conflict, breach or default could have a Material Adverse
      Effect.

    


    (h) Survival.
      All of
      the representations, agreements and warranties in this Section 2 shall survive
      delivery of and payment for all or any part of the Units for two (2) years
      from
      and after closing on the sale of Units.


    


    SECTION
      3. Issuance,
      Sale and Delivery of the Units.

    


    (a) Sale.
      The
      Placement Agent hereby agrees to offer the Units directly to subscribers
      identified by the Placement Agent on a “best efforts, mini-max basis” for the
      Minimum Offering and up to the Maximum Offering, as may be increased as provided
      in the Transaction Documents.

    


    (b) Payment.
      The
      Units will be offered for cash and for exchange of certain existing debt
      securities of the Company as provided for in the Transaction Documents. The
      cash
      proceeds of the Offering will be deposited in escrow in a non-interest bearing
      account with Signature Bank (“Escrow
      Agent”)
      in
      accordance with the terms of the Transaction Documents and as set forth in
      the
      escrow agreement to be executed among the Company, the Placement Agent, and
      the
      Escrow Agent. 

    


    (c) Closing.
      A
      Closing will not be held unless as least the Minimum Offering has been raised
      and the subscribers for at least the Minimum Offering have reconfirmed their
      subscription pursuant to the procedures set forth in the Transaction Documents.
      During the period of escrow, subscribers will not be entitled to a return of
      their subscriptions, except as required by law. The Offering will continue
      until
      the first to occur of (i) the completion of the Maximum Offering (as may be
      increased as provided in the Transaction Documents), (ii) December 15, 2007
      (unless extended by the Company to no later than January 31, 2008) or (iii)
      the
      termination of the Offering by the Company. On each scheduled Closing Date
      as
      the Company and the Placement Agent may agree, the Company shall deliver to
      the
      Placement Agent such opinions, documents and certificates as are provided for
      herein and shall cause the certificates representing the Securities comprising
      the Units to be issued as promptly as possible and in any event within ten
      (10)
      days of each Closing Date. No funds shall be disbursed from escrow in connection
      with the Closing without the written consent of both the Company and the
      Placement Agent. 

    


    (d) Return
      of Funds.
      Unless
      a Closing is held, the Offering will terminate and all funds theretofore
      received from the sale of the Units will be promptly returned to the subscribers
      without deduction therefrom or interest thereon. Notwithstanding anything
      contained herein to the contrary, the Company, in its sole discretion, shall
      have the right to accept or reject any subscription upon which the escrow agent
      shall be instructed to return any rejected amount to any potential investor
      together with the appropriate cancellation of any signed subscription agreements
      prior to consummation of such potential investors’ purchase of such Units (or
      applicable portion thereof), without interest or deduction. The Company may
      withdraw its offer to sell the Units at any time prior to acceptance of a
      subscription or terminate the offering. No purchase will be effective unless
      and
      until accepted by the Company and included in a Closing.


    
      
        
        

      

      
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    (c)
      The
      parties hereto represent that at each Closing, the representations and
      warranties herein contained, and the statements contained in all certificates
      theretofore or simultaneously delivered by any party to another pursuant to
      this
      Agreement, shall be true and correct, except as otherwise disclosed in any
      certificate delivered at such Closing.

    


    SECTION
      4. Covenants
      of the Company.
      The
      Company covenants and agrees with the Placement Agent that:

    


    (a) True
      and Complete.
      On the
      Commencement Date, and on each Closing Date, the Transaction Documents (as
      amended or as supplemented, if the same shall have been amended or supplemented)
      will not (i) contain an untrue statement of a material fact and will not omit
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading and (ii) contain any material, non-public information
      required to be disclosed to the general public in order to comply with
      Regulation FD promulgated under the Securities Exchange Act of 1934, as amended,
      unless all recipients of the Transaction Documents execute a confidentiality
      agreement in form and substance acceptable to the Company and the Placement
      Agent, prior to receipt of the Transaction Documents.

    


    (b) Amendments.
      The
      Company will prepare promptly upon the reasonable request of the Placement
      Agent, such amendments or supplements to the Transaction Documents, in such
      form
      as in the opinion of counsel to the Placement Agent may be reasonably necessary
      or advisable in connection with the Offering. In addition, if at any time prior
      to the final Closing of the Offering, (i) an event relating to or affecting
      the
      Company shall have occurred which, in the judgment of the Company or in the
      opinion of counsel for the Placement Agent, would cause the Transaction
      Documents as then in effect to include an untrue statement of a material fact
      or
      to omit to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading, or (ii) it is otherwise necessary to amend
      or
      supplement the Transaction Documents, the Company shall promptly notify the
      Placement Agent of the occurrence and shall promptly prepare and deliver to
      the
      Placement Agent, without charge, sufficient copies of an amended or supplemented
      Transaction Documents, and shall use its reasonable best efforts to cause the
      appropriate state securities authorities to take any required action with regard
      to any amendment as may be necessary to permit the lawful use of the Transaction
      Documents, as so amended and supplemented, in connection with the
      Offering.

    


    (c) Blue
      Sky.
      The
      Company’s counsel shall prepare and file any necessary filings, in the
      reasonable opinion of Company’s counsel or Placement Agent’s counsel, under the
      state securities, or so-called “blue sky” laws and regulations (the
“Blue
      Sky Laws”)
      and
      the Company shall pay the filing fees and all other expenses in connection
      with
      any such qualification in such jurisdictions as the Placement Agent shall
      designate, and to continue such qualification in effect so long as required
      for
      the purposes of the Offering; provided, however, that the Company shall not
      be
      required to qualify as a foreign corporation or to file a consent to service
      of
      process in any jurisdiction in any action other than one arising out of the
      offering or sale of the Units. The Company will provide copies to the Placement
      Agent of all documents, exhibits and information filed in connection with the
      qualification of the Units for sale under the Blue Sky Laws.

    


    (d) Rights.
      The
      forms of the Transaction Documents shall contain the information,
      representations, rights, warranties and covenants as shall be reasonably
      acceptable to Placement Agent and its counsel. The Company shall not release
      any
      Transaction Documents unless they are reasonably acceptable to the Placement
      Agent and its counsel. 



    
      
        
        

      

      
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    (e) Securities.
      At each
      Closing, (i) the Securities will conform, in all material respects, to all
      statements with regard thereto contained in the Transaction Documents, (ii)
      the
      Securities shall have been duly and validly authorized , (iii) each portion
      of
      the Securities, when issued, exercised and/or paid for (as applicable), or
      otherwise earned, each in accordance with its terms, will be validly issued,
      fully paid and nonassessable and (iv) all shares of Common Stock that comprise
      the Securities shall have been duly and validly reserved for issuance. The
      Company shall ensure that all exercises and conversions properly requested
      in
      accordance with the terms of the Securities shall be effected promptly by the
      Company following payment of any applicable exercise or conversion
      price.

    


    SECTION
      5. Other
      Agreements of the Company and the Placement Agent.
      

    


    (a) Engagement
      Letter.
      The
      Company and the Placement Agent hereby acknowledge that they are parties to
      an
      engagement letter dated June 27, 2007 (the “Engagement
      Letter”),
      which
      contains various agreements and representations among them. The Engagement
      Letter shall continue to remain in full force and effect and shall survive
      any
      termination of this Agreement; provided that this Agreement may supplement
      the
      Engagement Letter only with respect to the terms and conditions of the Offering
      described herein. The Company will pay all cash and security-based compensation
      and expenses due to the Placement Agent in the manner, amounts and at times
      set
      forth in the Engagement Letter, as summarized below and supplemented herein.
      

    


    (b) Cash
      Compensation.
      As per
      the Engagement Letter, the Placement Agent’s cash commission shall be equal to
      eight percent (8%) of the gross cash proceeds received by the Company from
      the
      sale of Units. Notwithstanding the foregoing, the Company hereby agrees that
      with respect solely to any Units sold by selected dealers of the Placement
      Agent
      (pursuant to Section 5(f) below), such cash commission shall be increased to
      nine percent (9%) of the gross cash proceeds received by the Company from the
      sale of Units by any such selected dealer. The Placement Agent’s cash
      compensation shall be due and payable by the Company in full at each Closing
      with respect to gross proceeds for Units deliverable on such date. 

    


    (c) Warrant
      Compensation.
      The
      Placement Agent shall receive additional compensation in the form of warrants
      (“Placement
      Agent Warrants”)
      issuable to Westminster Securities Corp. or its designees to purchase shares
      of
      Common Stock, in an amount equal to four percent (4%) of the total number of
      shares of Common Stock underlying Units sold in the Offering, exercisable at
      the
      price per share of the Shares. The Placement Agent Warrants and the shares
      of
      Common Stock issuable upon exercise of the Placement Agent Warrants shall have
      piggy-back registration, anti-dilution and other rights as disclosed in the
      Transaction Documents, and shall be exercisable any time from the initial
      Closing Date until the third anniversary thereof. Warrant compensation shall
      be
      paid in full within thirty (30) days of the final Closing Date with respect
      to
      the total Units sold in the Offering. 

    


    (d) Fees
      and Expenses.
      As per
      the Engagement Letter, the Company will reimburse the Placement Agent for its
      (i) reasonable legal fees, (ii) approved travel and entertainment, (iii)
      printing, telecommunications and mailing costs and (iv) due diligence review
      expenses relating to the Offering, provided the total of all such reimbursable
      fees shall not exceed $25,000 in the aggregate. In addition, the Company will
      be
      responsible for its own fees, expenses and taxes (excluding any taxes on the
      income or revenue of the purchasers of the Units) incident to the Offering,
      including as relates to the preparation, printing and distribution of the
      Transaction Documents, the establishment of the escrow account with the Escrow
      Agent, the issuance of the Units and the fees and expenses of counsel and
      accountants for the Company. 

    

      
        
          
          

        

        
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    (e) Finders.
      The
      Company and the Placement Agent mutually represent that they know of no third
      party who rendered any service in connection with the introduction of the
      Company to the Placement Agent and who is making a claim against anyone for
      a
“finder’s fee” or similar type of fee in connection with the Offering. Each
      party hereby indemnifies the other against any claims by any person known to
      it
      and not known to the other parties hereto, who shall claim to have rendered
      services in connection with the introduction of the Company to the Placement
      Agent or to have such a claim and who shall make a claim for a fee in connection
      therewith.

    


    (f) Selected
      Dealers.
      The
      Placement Agent shall have the right to associate itself with such other members
      of FINRA and/or foreign investment firms duly licensed, if required, in their
      respective locales offering the Units only offshore to the United States as
      additional agents as the Placement Agent may elect, in its sole discretion,
      with
      the consent of the Company, which consent shall not be unreasonably withheld.
      Such additional agents may become selected dealers subject to this Agreement
      by
      signing a Selected Dealer Agreement in form satisfactory to the Placement Agent
      in which such Selected Dealers also agree to offer the Units in accordance
      with
      Regulation D and the terms and conditions set forth in the Transaction
      Documents. The Placement Agent shall have the right to share any compensation
      due to the Placement Agent hereunder, with such additional agents and in such
      amounts as the Placement Agent deems fit, in its sole judgment. In addition,
      such additional agents shall be afforded the same indemnification by the Company
      as offered to the Placement Agent hereunder.

    


    (g) Publicity.
      Neither
      party shall issue any press releases, utilize general advertising, or make
      any
      public disclosures concerning the Offering during the term of the
      Offering,
      unless
      subject to a “safe harbor” of Regulation D and subject to agreement between the
      parties. Subsequent to the final Closing, the
      Company will consult with the Placement Agent prior to issuing any press release
      or filing any current report or other filing with the SEC with respect to the
      Offering. The
      Placement Agent will be afforded the opportunity to review, comment on, and
      approve any such public disclosure document relating to the Offering prior
      to
      release, provided Placement Agent’s approval shall not be unreasonably withheld.
      Subsequent to the public announcement of the completed Offering, each of the
      Company and the Placement Agent may make factual references to the Offering
      on
      an ongoing basis. 

    


    SECTION
      6. Indemnification.
      

    


    (a) Indemnification.
      The
      Company hereby agrees to indemnify and hold harmless the Placement Agent, its
      directors, officers, agents, employees, members, affiliates, counsel and each
      other person or entity who controls the Placement Agent within the meaning
      of
      Section 15 of the Securities Act (collectively, the “Agent
      Indemnified Parties”)
      from
      and against any and all losses, claims, damages or liabilities (or actions
      in
      respect thereof), joint or several, to which they or any of them may become
      subject under the Securities Act or any other statute or at common law, and
      to
      reimburse such Agent Indemnified Parties for any reasonable legal or other
      expense (including the cost of any investigation and preparation) incurred
      by
      them in connection with any litigation, whether or not resulting in any
      liability, but only insofar as such losses, claims, liabilities and litigation
      arise out of or are based upon (i) any untrue statement or alleged untrue
      statement of a material fact required to be stated in the Transaction Documents,
      or omission to state therein a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they are
      made,
      not misleading (including, but not limited to, any documents deemed to be
      incorporated into the Transaction Documents by reference), (ii) any material
      breach by the Company of any representation, warranty or covenant contained
      herein, (iii) any matter otherwise relating to, arising out of or in connection
      with the Offering or (iv) Placement Agent’s service as Placement Agent
      hereunder; provided,
      however,
      that
      the indemnity provisions contained in this subsection (a) shall not apply to
      (x)
      amounts paid in settlement of any such litigation if such settlement is effected
      without the consent of the Company (which shall not be unreasonably withheld,
      delayed or denied), or (y) the Placement Agent or any other Agent Indemnified
      Parties in respect of any such losses, claims, damages, liabilities or actions
      (A) arising out of, or based upon any such untrue statement or alleged untrue
      statement, or any such omission or alleged omission, if such statement or
      omission was made in reliance upon information furnished in writing to the
      Company by the Placement Agent or such Agent Indemnified Parties specifically
      for use in connection with the preparation of the Transaction Documents or
      any
      amendment thereof or supplement thereto or (B) arising from the willful
      misconduct or gross negligence of the Placement Agent or any other Agent
      Indemnified Party.


    
      
        
        

      

      
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    (b) Reimbursement.
      The
      Company will reimburse all Agent Indemnified Parties for all reasonable expenses
      (including, but not limited to, reasonable fees and disbursements of counsel
      for
      the Agent Indemnified Parties) incurred by any such Agent Indemnified Parties
      in
      connection with investigating, preparing and defending any such action or claim,
      whether or not in connection with pending or threatened litigation in connection
      with the transaction to which an Agent Indemnified Party is a party, as such
      expenses are incurred or paid. The Placement Agent agrees, promptly upon
      receipt, to notify the Company in writing of the receipt of written notice
      of
      the commencement or threatened action against it or against any other Agent
      Indemnified Parties, in respect of which indemnity may be sought from the
      Company on account of the indemnity provisions contained in this subsection
      (a),
      but the failure to timely give such notice shall not act to eliminate the
      Company's obligations hereunder except to the extent the Company can demonstrate
      actual prejudice therefrom. In case any such action shall be brought against
      the
      Placement Agent or any other Agent Indemnified Parties, the Company shall be
      entitled to participate in (and, to the extent that it shall wish, to direct)
      the defense thereof at its own expense, but such defense shall be conducted
      by
      counsel reasonably satisfactory to the Placement Agent or such other Agent
      Indemnified Parties.

    


    (c) Survival.
      The
      indemnity provision set forth herein, and the representations and warranties
      of
      the Company set forth in this Agreement, shall remain operative and in full
      force and effect, regardless of any investigation made by or on behalf of the
      Placement Agent or by or on behalf of any of the Agent Indemnified Parties,
      subject to the limitations contained herein, and shall survive the delivery
      of
      the Units, and any successor of the Placement Agent or any other Agent
      Indemnified Parties shall be entitled to the benefit of the respective indemnity
      provisions for a period of two years following the Closing.

    


    (d) Contribution.
      In
      order to provide for just and equitable contribution in any case in which (i)
      any person entitled to indemnification under this Section 6 makes claim for
      indemnification pursuant hereto but it is judicially determined (by the entry
      of
      a final judgment or decree by a court of competent jurisdiction and the
      expiration of time to appeal or the denial of the last right of appeal) that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 6 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of any such
      person in circumstances for which indemnification is provided under this Section
      6, then and in each such case, the Company and the Placement Agent shall
      contribute to the aggregate losses, claims, damages or liabilities to which
      they
      may be subject (after any contribution from others) in such proportion so that
      the Placement Agent is responsible for an aggregate amount equal to the
      Placement Agent’s actual cash commission received from the Company on account of
      the sale of such Units (which amount shall be nine percent (9%) of gross
      proceeds with respect to Units sold be selected dealers pursuant to Section
      5(f)
      and eight percent (8%) of gross proceeds with respect to all other Units sold),
      and the Company is responsible for the remaining portion; provided however,
      that
      in any such case, no person guilty of a fraudulent misrepresentation (within
      the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.


    

      
        
          
          

        

        
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    (e) Notice.
      Promptly after receipt by any party to this Agreement (or its representative)
      of
      notice of the commencement of any action, suit or proceeding, such party will,
      if a claim for contribution in respect thereof is to be made against another
      party (the “Contributing
      Party”),
      notify the Contributing Party in writing of the commencement thereof, but the
      omission to so notify the Contributing Party will not relieve it from any
      liability which it may have to any other party other than for contribution
      hereunder. In case any such action, suit or proceeding is brought against any
      party and such party so notifies a Contributing Party or his or its
      representative of the commencement thereof within the aforesaid period, the
      Contributing Party will be entitled to participate therein, with the notifying
      party and any other Contributing Party similarly notified. Any such Contributing
      Party shall not be liable to any party seeking contribution on account of any
      settlement of any claim, action or proceeding effected by such party seeking
      contribution without the written consent of such Contributing Party. The
      contribution provisions contained in this Section 6 are in addition to any
      other
      rights or remedies which the Company and the Placement Agents may have hereunder
      or otherwise.

    


    SECTION
      7. Conditions
      of the Placement Agent’s Obligations.
      The
      Placement Agent’s obligation to act as the agent of the Company hereunder, and
      the Placement Agent's obligation to use its best efforts to find purchasers
      for
      the Units, shall be subject to the following conditions:

    


    (a) The
      Placement Agent shall have satisfactorily completed its due diligence
      examination.

    


    (b) The
      Company’s representations and warranties herein contained shall be accurate, in
      all material respects, as of each Closing Date.

    


    (c) The
      Company shall, in all material respects, have performed upon, fulfilled, or
      complied with all of its covenants, conditions and agreements herein contained
      and in the Transaction Documents, as of each Closing Date.

    


    (d) The
      Placement Agent shall not have disclosed in writing to the Company that the
      Transaction Documents or any amendment or supplement thereto contains an untrue
      statement of a fact which in the opinion of counsel to the Placement Agent,
      is
      material or omits to state a fact which, in the opinion of such counsel, is
      material and is required to be stated therein or is necessary to make the
      statements therein not misleading.

    


    (e) Between
      the Commencement Date and each Closing Date, the Company (i) shall have
      conducted its business in the usual and ordinary manner as the same was being
      conducted on the Commencement Date, (ii) shall not have sustained any loss
      on
      account of fire, explosion, flood, accident, calamity or other cause, of such
      character as shall have a Material Adverse Effect, (iii) shall not have had
      any
      litigation or proceeding instituted, or to the knowledge of the Company
      threatened, against the Company or before or by any federal or state commission,
      regulatory body or administrative agency or other governmental body, domestic
      or
      foreign, wherein an unfavorable ruling, decision or finding would have a
      Material Adverse Effect, and (iv) shall not have suffered from or experienced
      any other event which has had or would have a Material Adverse Effect.


    


    (f) The
      authorization of the Securities, the Transaction Documents, and all corporate
      proceedings and other legal matters incident thereto and to this Agreement
      shall
      be reasonably satisfactory in all material respects to Placement Agent and/or
      its counsel.

    


    (g) The
      Company shall have furnished to the Placement Agent the opinion of its counsel
      dated as of each Closing Date substantially in the form attached hereto as
      Exhibit
      A.

    

      
        
          
          

        

        
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    (h) The
      Company shall have furnished to the Placement Agent a certificate of the Chief
      Executive Officer and the Chief Financial Officer of the Company dated as of
      each Closing Date in the form attached hereto as Exhibit
      B.

    


    All
      the
      opinions, letters, certificates and evidence mentioned above or elsewhere in
      this Agreement shall be deemed to be in compliance with the provisions hereof
      only if they are in form and substance satisfactory to Placement Agent or its
      counsel, whose approval shall not be unreasonably withheld or delayed.


    


    SECTION
      8. Termination.

    


    (a) This
      Agreement may be terminated by the Placement Agent by notice to the Company
      in
      the event that the Company shall have failed or been unable to comply with
      any
      of the terms, conditions or provisions of this Agreement on the part of the
      Company to be performed, complied with or fulfilled within the respective times
      herein provided for, unless compliance therewith or performance or satisfaction
      thereof shall have been expressly waived by the Placement Agent in
      writing.

    


    (b) This
      Agreement shall automatically be terminated upon any termination of the
      Offering.

    


    (c) This
      Agreement may be terminated by the Placement Agent by notice to the Company
      at
      any time if, in the sole judgment of the Placement Agent, the Offering or the
      sale or the payment for or the delivery of the Units is rendered impracticable
      or inadvisable because (i) additional material governmental restrictions not
      in
      force and effect on the date hereof shall have been imposed upon trading in
      securities generally, or minimum or maximum prices shall have been generally
      established, or trading in securities generally on the principal exchange on
      which the Company’s securities are or were traded shall have been suspended or a
      general banking moratorium shall have been established by federal or New York
      State authorities, (ii) a war, major hostilities, terrorist or similar activity,
      act of God or other calamity shall have occurred which materially adversely
      affects the ability of the Placement Agent to perform its obligations hereunder,
      (iii) of a Material Adverse Effect or (iv) the Placement Agent, in its sole
      discretion, shall be dissatisfied with the results of its due diligence
      investigation.

     

    (d) Any
      termination of this Agreement pursuant to this section shall be without
      liability of any character (including, but not limited to, loss of anticipated
      profits or consequential damages) on the part of any party hereto, except that
      the Company shall remain obligated to pay the costs and expenses provided to
      be
      paid by it specified in Section 5 through the date of termination, and the
      Company shall be obligated to pay all losses, claims, damages or liabilities,
      joint or several, payable by the Company under Section 6.

    


    SECTION
      9. Placement
      Agent’s Representations and Warranties.
      The
      Placement Agent represents and warrants to and agrees with the Company
      that:

    


    (a) The
      Placement Agent is registered as a broker-dealer with the Securities and
      Exchange Commission and is a member in good standing of the Financial Industry
      Regulatory Authority (“FINRA”).

    


    (b) The
      Placement Agent will not effect offers or sales of the Units in any jurisdiction
      unless it or its representative is duly licensed to effect offers and sales
      in
      such jurisdiction and the offer and sale of the Units are registered or exempt
      from registration in such jurisdiction.

    

      
        
          
          

        

        
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    (c) The
      Placement Agent has duly authorized this Agreement and this Agreement is the
      valid, binding and enforceable obligation of the Placement Agent. 

    


    (d) In
      making
      any offer of the Units, the Placement Agent will not make any material
      representation to potential investors not contained in the Transaction Documents
      which has not been authorized in writing by the Company.

    


    (e) The
      Placement Agent shall not utilize any general advertising or solicitation to
      offer the Units and shall otherwise comply in all respects with the requirements
      of Regulation D and applicable state and federal securities laws, rules and
      regulations applicable to Placement Agent and the activities of Placement Agent
      contemplated hereunder.

    


    SECTION
      10. Miscellaneous.
      

    


    (a) Effective
      Date.
      This
      Agreement shall become effective as of the date hereof.

    


    (b) No
      Third Party Beneficiaries.
      This
      Agreement is made solely for the benefit of the Placement Agent, the Company
      and
      any controlling person referred to in Section 15 of the Securities Act, and
      their respective successors and assigns, and no other person shall acquire
      or
      have any right under or by virtue of this Agreement (other than any selected
      dealers pursuant to Section 5(f) herein). The term “successor” or the term
“successors and assigns” as used in this Agreement shall not include any
      purchaser, as such, of any of the Units.

    


    (c) Notices.
      Except
      as otherwise expressly provided in this Agreement, (a) whenever notice is
      required by the provisions of this Agreement to be given to the Company, such
      notice shall be given
      in
      writing, addressed to the Company at the address set forth in the Transaction
      Documents,
      with a
      copy to Haynes and Boone, LLP, 153 E. 53rd
      Street,
      New York, NY 10022 Attn: Harvey Kesner, Esq. and (b) whenever notice is required
      by the provisions of this Agreement to be given to the Placement Agent, such
      notice shall be in writing addressed to the Placement Agent at the address
      set
      forth above, with a copy to Feldman Weinstein Smith LLP, 420 Lexington Avenue,
      Suite 2620, New York, NY 10170, Attn: Joseph Smith,
      Esq.

    


    (d) Headings.
      The
      headings in this Agreement are for reference only and shall not limit or
      otherwise affect any of the terms or provisions hereof.

    


    (e) Severability.
      The
      provisions of this Agreement shall be deemed severable, so that if any part,
      section or provision hereof shall be declared unlawful or unenforceable, the
      remaining parts, sections or provisions hereof shall not be affected thereby
      and
      shall remain in full force and effect.

    


    (f) Jointly
      Drafted.
      This
      Agreement shall be deemed to have been drafted jointly by the parties
      hereto.

    


    (g) Governing
      Law.
      The
      validity, interpretation and construction of this Agreement, and of each part
      hereof, will be governed by the local laws of the State of New York, without
      giving effect to its conflict of law principles or rules. In the event of a
      dispute, the parties hereto agree to be bound by the arbitration procedures
      of
      the American Arbitration Association, and that such arbitration shall take
      place
      in the New York City metropolitan area. In actions not involving collection
      by
      the Placement Agent of compensation and/or reimbursement expenses, the
      prevailing party shall be reimbursed by the nonprevailing party for all
      reasonable attorney’s fees and costs (including all arbitration costs) incurred
      by the prevailing party in resolving such dispute. In any action in which
      Placement Agent seeks compensation and/or reimbursement of expenses, the Company
      shall reimburse Placement Agent for all costs associated with such action
      (including but not limited to reasonable attorney fees) as and when the
      Placement Agent provides the Company with invoices for such costs and expenses.
      


    
      
        
        

      

      
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    (h) Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which together will constitute one and the same instrument.
      This Agreement may be executed by facsimile signatures or scanned electronic
      mail (e-mail) attachment.

    


    (i) Limitation
      on Services.
      The
      Placement Agent shall not be obligated to provide advice or perform services
      to
      the Company that are not specifically addressed in this Agreement and/or the
      Engagement Letter. The obligations of the Placement Agent described in this
      Agreement and the Engagement Letter consist solely of best efforts services
      to
      the Company. In no event shall the Placement Agent be required or permitted
      without express authorization by this Agreement or the Engagement Letter to
      make
      decisions for the Company or to provide legal or accounting services. All final
      decisions with respect to acts of the Company or its affiliates, whether or
      not
      made pursuant to or in reliance upon information or advice furnished by the
      Placement Agent hereunder, shall be those of the Company or such affiliates,
      and
      the Placement Agent shall under no circumstances be liable for any expense
      incurred or loss suffered by the Company as a consequence of such
      decisions.

    


    (j) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and authorized assigns. Any attempt by either party
      to assign any rights, duties, or obligations which may arise under this
      Agreement without the prior written consent of the other party shall be
      void.

    


    (k) Entire
      Agreement.
      This
      Agreement and the Engagement Letter contain the entirety of the agreements
      between the parties with respect to the subject matters hereof and thereof,
      and
      neither party is relying on any agreement, representation, warranty, or other
      understanding not expressly stated in this Agreement and/or the Engagement
      Letter. 

    


    (l) Survival.
      The
      parties acknowledge that certain provisions of this Agreement must survive
      any
      termination or expiration thereof in order to be fair and equitable to the
      party
      to whom any promise or duty to perform is owed under such provision prior to
      such termination or expiration of the Agreement. Therefore, the parties agree
      that the provisions of Sections 1, 2, 3, 4, 5, 6, 7, 8(d), 9 and 10 shall
      survive the termination or expiration of this Agreement for the period required
      to meet and satisfy any obligations and promises arising therein and
      thereunder

    


    [REMAINDER
      OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]


    
      
        
        

      

      
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    [SIGNATURE
      PAGE TO PLACEMENT AGENT AGREEMENT]


    


    Please
      confirm that the foregoing correctly sets forth the Agreement between the
      Placement Agent and the Company.

    


    
      	 	
              CLEAR
                SKIES GROUP, INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Ezra Green

            	 
	 	 	
              Ezra
                Green, Chairman & CEO

            


    

     

    We
      hereby
      confirm as of the date hereof that the above letter sets forth the agreement
      between the Company and us.

    


    
      	 	
              WESTMINSTER
                SECURITIES CORPORATION

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                John P. O’Shea

            
	 	 	
              John
                P. O’Shea, Chairman & CEO

            


    

    


    
      
        
        

      

      
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