FORM
      OF WARRANT

     

    
      	
              CLEAR
                SKIES HOLDINGS, INC.

            
	
              No.
                _____

            	 	
              _________Shares

            


    

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    VOID
      AFTER 5:30 P.M., EASTERN 

    TIME,
      ON THE EXPIRATION DATE

     

    NEITHER
      THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
      STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
      MAY
      BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
      STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND
      THE
      COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
      BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
      SECURITIES LAWS.

     

    FOR
      VALUE
      RECEIVED, CLEAR SKIES HOLDINGS, INC., a Delaware corporation (the “Company”),
      hereby agrees to sell upon the terms and on the conditions hereinafter set
      forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as
      hereinafter defined), to _________________, or registered assigns (the
“Holder”),
      under
      the terms as hereinafter set forth, _____________ fully paid and non-assessable
      shares of the Company’s common stock, par value $0.001 per share (the
“Warrant
      Stock”),
      at a
      purchase price of $0.50 per share (the “Warrant
      Price”),
      pursuant to this warrant (this “Warrant”).
      The
      number of shares of Warrant Stock to be so issued and the Warrant Price are
      subject to adjustment in certain events as hereinafter set forth. The term
      “Common
      Stock”
shall
      mean, when used herein, unless the context otherwise requires, the stock and
      other securities and property at the time receivable upon the exercise of this
      Warrant.

     

    1. Exercise
      of Warrant.

     

    (a) The
      Holder may exercise this Warrant according to its terms by surrendering this
      Warrant to the Company at the address set forth in Section
      9,
      together with the form of exercise attached hereto duly executed by the Holder,
      accompanied by cash, certified check or bank draft in payment of the Warrant
      Price, in lawful money of the United States of America, for the number of shares
      of the Warrant Stock specified in such form of exercise, or as otherwise
      provided in this Warrant, prior to 5:30 p.m., Eastern Time, on ___________,
      2010
      (the “Expiration
      Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) This
      Warrant may be exercised in whole or in part so long as any exercise in part
      hereof would not involve the issuance of fractional shares of Warrant Stock.
      If
      exercised in part, the Company shall deliver to the Holder a new Warrant,
      identical in form, in the name of the Holder, evidencing the right to purchase
      the number of shares of Warrant Stock as to which this Warrant has not been
      exercised, which new Warrant shall be signed by the Chairman, Chief Executive
      Officer, President or any Vice President of the Company. The term Warrant as
      used herein shall include any subsequent Warrant issued as provided
      herein.

     

    (c) No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. The Company shall pay cash in lieu of fractions
      with respect to the Warrants based upon the fair market value of such fractional
      shares of Common Stock (which shall be the closing price of such shares on
      the
      exchange or market on which the Common Stock is then traded) on the date of
      exercise of this Warrant.

     

    (d) In
      the
      event of any exercise of the rights represented by this Warrant, a certificate
      or certificates for the Warrant Stock so purchased, registered in the name
      of
      the Holder, shall be delivered to the Holder within a reasonable time after
      such
      rights shall have been so exercised. The Holder shall for all purposes be deemed
      to have become the holder of record of such shares immediately prior to the
      close of business on the date on which the Warrant was surrendered and payment
      of the Warrant Price and any applicable taxes was made, irrespective of the
      date
      of delivery of such certificate, except that, if the date of such surrender
      and
      payment is a date when the stock transfer books of the Company are closed,
      the
      Holder shall be deemed to have become the holder of such shares at the opening
      of business on the next succeeding date on which the stock transfer books are
      open. The Company shall pay any and all documentary stamp or similar issue
      or
      transfer taxes payable in respect of the issue or delivery of shares of Common
      Stock on exercise of this Warrant; provided,
      however,
      that
      the Company shall not be required to pay any income tax payable in respect
      of
      the issue or delivery of shares of Common Stock on exercise of this Warrant.
      “Person”
shall
      mean any natural person, corporation, division of a corporation, partnership,
      limited liability company, trust, joint venture, association, company, estate,
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

    2. Disposition
      of Warrant Stock and Warrant.

     

    (a) The
      Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
      pursuant hereto are, as of the date hereof, not registered: (i) under the Act
      on
      the ground that the issuance of this Warrant is exempt from registration under
      Section 4(2) of the Act as not involving any public offering or (ii) under
      any
      applicable state securities law because the issuance of this Warrant does not
      involve any public offering; and that the Company’s reliance on the Section 4(2)
      exemption of the Act and under applicable state securities laws is predicated
      in
      part on the representations hereby made to the Company by the Holder that it
      is
      acquiring this Warrant and will acquire the Warrant Stock for investment for
      its
      own account, with no present intention of dividing its participation with others
      or reselling or otherwise distributing the same, subject, nevertheless, to
      any
      requirement of law that the disposition of its property shall at all times
      be
      within its control.

     

    
      
        
        

      

      
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    The
      Holder hereby agrees that it will not sell or transfer all or any part of this
      Warrant and/or Warrant Stock, except pursuant to an effective registration
      statement under the Act, unless and until it shall first have given notice
      to
      the Company describing such sale or transfer and furnished to the Company either
      (i) an opinion of counsel for the Company, which the Company shall obtain at
      its
      own expense, to the effect that the proposed sale or transfer may be made
      without registration under the Act and without registration or qualification
      under any state law, or (ii) an interpretative letter from the Securities and
      Exchange Commission to the effect that no
      enforcement action will be recommended if the proposed sale or transfer is
      made
      without registration under the Act.

     

    (b) If,
      at
      the time of issuance of the shares issuable upon exercise of this Warrant,
      no
      registration statement is in effect with respect to such shares under applicable
      provisions of the Act, then the Company may at its election require that the
      Holder provide the Company with written reconfirmation of the Holder’s
      investment intent and that any stock certificate delivered to the Holder of
      a
      surrendered Warrant shall bear a legend reading substantially as
      follows:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
      RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES
      AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
      OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
      SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
      LAWS.”

     

    In
      addition, so long as the foregoing legend may remain on any stock certificate
      delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby
      on
      its books and records and with those to whom it may delegate registrar and
      transfer functions.

     

    3. Reservation
      of Shares.
      The
      Company hereby agrees that at all times there shall be reserved for issuance
      upon the exercise of this Warrant such number of shares of its Common Stock
      as
      shall be required for issuance upon exercise of this Warrant. The Company
      further agrees that all shares which may be issued upon the exercise of the
      rights represented by this Warrant will be duly authorized and will, upon
      issuance and against payment of the Warrant Price therefor, be (i) fully paid
      and non-assessable, and (ii) free from all liens, charges and security
      interests, with the exception of any arising through the acts or omissions
      of
      any Holder or from applicable Federal and state securities laws..

     

    
      
        
        

      

      
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    4. Exchange,
      Transfer or Assignment of Warrant.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations, entitling
      the Holder or Holders thereof to purchase in the aggregate the same number
      of
      shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
      to
      the Company or at the office of its stock transfer agent, if any, with an
      appropriate instrument of assignment duly executed and funds sufficient to
      pay
      any transfer tax, the Company shall, without charge, execute and deliver a
      new
      Warrant in the name of the assignee named in such instrument of assignment
      and
      this Warrant shall promptly be canceled. This Warrant may be divided or combined
      with other Warrants that carry the same rights upon presentation hereof at
      the
      office of the Company or at the office of its warrant transfer agent, if any,
      together with a written notice specifying the names and denominations in which
      new Warrants are to be issued and signed by the Holder hereof.

     

    5. Capital
      Adjustments.
      This
      Warrant is subject to the following further provisions:

     

    (a) During
      the period from the date of this Warrant until the earlier of (i) twenty-four
      (24) months following the initial closing date of the Company’s private
      placement (the “Offering”)
      pursuant to a Confidential Private Placement Memorandum, dated November 12,
      2007, as amended, and (ii) the date that the “resale” registration statement
      covering the shares of Common Stock sold in the Offering and the shares of
      Warrant Stock issuable upon exercise of this Warrant is declared effective
      by
      the Securities and Exchange Commission (the “Adjustment
      Period”),
      in
      the event the Company issues or grants any shares of Common Stock or Common
      Stock Equivalents (as defined below) at a per share price (the “New
      Issuance Price”)
      that
      is lower than the then effective Warrant Price (a “Dilutive
      Issuance”),
      other
      than Excluded Securities (as defined below), then immediately after such
      Dilutive Issuance, the Warrant Price then in effect shall be reduced to the
      New
      Issuance Price. For purposes hereof, if the holder of the Common Stock or Common
      Stock Equivalents issued in any Dilutive Issuance shall at any time, whether
      by
      operation of purchase price adjustments, reset provisions, floating conversion,
      exercise or exchange prices, be entitled to receive shares of Common Stock
      at an
      effective price per share that is lower than the then effective Warrant Price,
      then such issuance shall be deemed to have occurred for less than the then
      effective Warrant Price on the date of the Dilutive Issuance. Such adjustment
      shall be made whenever any Dilutive Issuance is made within the Adjustment
      Period. Notwithstanding the foregoing, no adjustment will be made under this
      Section
      5(a)
      in
      respect of any issuance of Excluded Securities.

     

    (i) Notwithstanding
      anything to the contrary herein, adjustments to the Warrant Price pursuant
      to
      this Section
      5(a)
      shall
      not give rise to, or be accompanied by, any adjustment to the number of shares
      of Warrant Stock issuable upon exercise of this Warrant.

     

    (ii) “Common
      Stock Equivalents”
means
      any securities of the Company or any of its subsidiaries which would entitle
      the
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exercisable or exchangeable
      for, or otherwise entitles the holder thereof to receive, Common
      Stock.

     

    
      
        
        

      

      
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    (iii) “Excluded
      Securities”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      directors, or consultants of the Company or its subsidiaries pursuant to any
      stock or option plan duly adopted for such purpose by a majority of the
      non-employee members of the Board of Directors of the Company or a majority
      of
      the members of a committee of non-employee directors established, (b) securities
      upon the exercise or exchange of or conversion of any securities issued
      hereunder and/or other securities exercisable or exchangeable for or convertible
      into shares of Common Stock issued and outstanding on the date of this Warrant,
      provided that such securities have not been amended since the date of this
      Warrant to increase the number of such securities or to decrease the exercise,
      exchange or conversion price of such securities (it being understood that an
      adjustment pursuant to the terms of such securities shall not be deemed an
      amendment thereto); (c) securities issued in connection with bona fide strategic
      transactions entered into by the Company, whether by merger, consolidation,
      joint venture, acquisition, sale or purchase of assets, sale, purchase or
      exchange of stock or otherwise, in each case approved by a majority of the
      disinterested directors of the Company where such directors have determined,
      in
      good faith, that such transaction is not primarily for the purpose of raising
      capital; (d) securities issued to service providers (such as investor relations
      firms) or lessors in consideration for bona fide services provided to the
      Company in each case that are approved by the Company’s board of directors, or
      (e) securities issued or issuable pursuant to stock dividends, stock splits
      or
      similar transactions.

     

    (b) If
      any
      recapitalization of the Company or reclassification of its Common Stock or
      any
      merger or consolidation of the Company into or with a Person, or the sale or
      transfer of all or substantially all of the Company’s assets or of any successor
      corporation’s assets to any Person (any such Person being included within the
      meaning of the term “successor corporation”) shall be effected, at any time
      while this Warrant remains outstanding and unexpired, then, as a condition
      of
      such recapitalization, reclassification, merger, consolidation, sale or
      transfer, lawful and adequate provision shall be made whereby the Holder of
      this
      Warrant thereafter shall have the right to receive upon the exercise hereof
      as
      provided in Section
      1
      and in
      lieu of the shares of Common Stock immediately theretofore issuable upon the
      exercise of this Warrant, such shares of capital stock, securities or other
      property as may be issued or payable with respect to or in exchange for a number
      of outstanding shares of Common Stock equal to the number of shares of Common
      Stock immediately theretofore issuable upon the exercise of this Warrant had
      such recapitalization, reclassification, merger, consolidation, sale or transfer
      not taken place, and in each such case, the terms of this Warrant shall be
      applicable to the shares of stock or other securities or property receivable
      upon the exercise of this Warrant after such consummation.

     

    (c) If
      the
      Company at any time while this Warrant remains outstanding and unexpired shall
      subdivide or combine its Common Stock, then the number of shares of Warrant
      Stock purchasable upon exercise of this Warrant and the Warrant Price shall
      be
      proportionately adjusted.

     

    (d) If
      the
      Company at any time while this Warrant is outstanding and unexpired shall issue
      or pay the holders of its Common Stock, or take a record of the holders of
      its
      Common Stock for the purpose of entitling them to receive, a dividend payable
      in, or other distribution of, Common Stock, then (i) the Warrant Price shall
      be
      adjusted in accordance with Section
      5(f)
      and (ii)
      the number of shares of Warrant Stock purchasable upon exercise of this Warrant
      shall be adjusted to the number of shares of Common Stock that the Holder would
      have owned immediately following such action had this Warrant been exercised
      immediately prior thereto.

     

    
      
        
        

      

      
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          5
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    (e) If
      the
      Company shall at any time after the date of issuance of this Warrant distribute
      to all holders of its Common Stock any shares of capital stock of the Company
      (other than Common Stock) or evidences of its indebtedness or assets (excluding
      cash dividends or distributions paid from retained earnings or current year’s or
      prior year’s earnings of the Company) or rights or warrants to subscribe for or
      purchase any of its securities (excluding those referred to in the immediately
      preceding paragraph) (any of the foregoing being hereinafter in this paragraph
      called the “Securities”),
      then
      in each such case, the Company shall reserve shares or other units of such
      Securities for distribution to the Holder upon exercise of this Warrant so
      that,
      in addition to the shares of the Common Stock to which such Holder is entitled,
      such Holder will receive upon such exercise the amount and kind of such
      Securities which such Holder would have received if the Holder had, immediately
      prior to the record date for the distribution of the Securities, exercised
      this
      Warrant.

     

    (f) Except
      as
      otherwise provided herein (such as in Section
      5(a)),
      whenever the number of shares of Warrant Stock purchasable upon exercise of
      this
      Warrant is adjusted, as herein provided, the Warrant Price payable upon the
      exercise of this Warrant shall be adjusted to that price determined by
      multiplying the Warrant Price immediately prior to such adjustment by a fraction
      (i) the numerator of which shall be the number of shares of Warrant Stock
      purchasable upon exercise of this Warrant immediately prior to such adjustment,
      and (ii) the denominator of which shall be the number of shares of Warrant
      Stock
      purchasable upon exercise of this Warrant immediately thereafter.

     

    (g) The
      number of shares of Common Stock outstanding at any given time for purposes
      of
      the adjustments set forth in this Section
      5
      shall
      exclude any shares then directly or indirectly held in the treasury of the
      Company.

     

    (h) The
      Company shall not be required to make any adjustment pursuant to this
Section
      5
      if the
      amount of such adjustment would be less than one percent (1%) of the Warrant
      Price in effect immediately before the event that would otherwise have given
      rise to such adjustment. In such case, however, any adjustment that would
      otherwise have been required to be made shall be made at the time of and
      together with the next subsequent adjustment which, together with any adjustment
      or adjustments so carried forward, shall amount to not less than one percent
      (1%) of the Warrant Price in effect immediately before the event giving rise
      to
      such next subsequent adjustment.

     

    (i) Following
      each computation or readjustment as provided in this Section
      5,
      the new
      adjusted Warrant Price and number of shares of Warrant Stock purchasable upon
      exercise of this Warrant shall remain in effect until a further computation
      or
      readjustment thereof is required.

     

    
      
        
        

      

      
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    6. Notice
      to Holders.

     

    (a) In
      case:

     

    (i) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend (other than a cash dividend
      payable out of earned surplus of the Company) or other distribution, or any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right;

     

    (ii) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation with or merger of the Company into another
      Person, or any conveyance of all or substantially all of the assets of the
      Company to another Person; or

     

    (iii) of
      any
      voluntary dissolution, liquidation or winding-up of the Company;

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      hereof at the time outstanding a notice specifying, as the case may be, (i)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the date on which such reorganization,
      reclassification, consolidation, merger, conveyance, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such stock or securities at the time
      receivable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up.
      Such
      notice shall be mailed at least twenty (20) days prior to the record date
      therein specified, or if no record date shall have been specified therein,
      at
      least twenty (20) days prior to the date of such action, provided, however,
      failure to provide any such notice shall not affect the validity of such
      transaction.

     

    (b) Whenever
      any adjustment shall be made pursuant to Section
      5
      hereof,
      the Company shall promptly make a certificate signed by its Chairman, Chief
      Executive Officer, President, Vice President, Chief Financial Officer or
      Treasurer, setting forth in reasonable detail the event requiring the
      adjustment, the amount of the adjustment, the method by which such adjustment
      was calculated and the Warrant Price and number of shares of Warrant Stock
      purchasable upon exercise of this Warrant after giving effect to such
      adjustment, and shall promptly cause copies of such certificate to be mailed
      (by
      first class mail, postage prepaid) to the Holder of this Warrant.

     

    7. Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt by the Company of evidence satisfactory to it, in the exercise of its
      reasonable discretion, of the ownership and the loss, theft, destruction or
      mutilation of this Warrant and, in the case of loss, theft or destruction,
      of
      indemnity reasonably satisfactory to the Company and, in the case of mutilation,
      upon surrender and cancellation hereof, the Company will execute and deliver
      in
      lieu hereof, without expense to the Holder, a new Warrant of like tenor dated
      the date hereof.

     

    
      
        
        

      

      
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    8. Warrant
      Holder Not a Stockholder.
      The
      Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
      to any rights whatsoever as a stockholder of the Company.

     

    9. Notices.
      Any
      notice required or contemplated by this Warrant shall be deemed to have been
      duly given if transmitted by registered or certified mail, return receipt
      requested, postage prepaid, or nationally recognized overnight delivery service,
      to the Company at its principal executive offices: 5020 Sunrise Highway, Suite
      227, Massapequa Park, New York 11762, Attention: Chief Executive Officer, or
      to
      the Holder at the name and address set forth in the Warrant Register maintained
      by the Company.

     

    10. Choice
      of Law.
      THIS
      WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
      EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     

    11. Jurisdiction
      and Venue.
      The
      Company and the Holder, by its acceptance hereof, hereby agree that any dispute
      which may arise between them arising out of or in connection with this Warrant
      shall be adjudicated only before a State or Federal court located in New York
      County, State of New York and they hereby submit to the exclusive jurisdiction
      of such courts with respect to any action or legal proceeding commenced by
      any
      party, and irrevocably waive any objection they now or hereafter may have
      respecting the venue of any such action or proceeding brought in such a court
      or
      respecting the fact that such court is an inconvenient forum, relating to or
      arising out of this Warrant or any acts or omissions relating to the sale of
      the
      securities hereunder, and consent to the service of process in any such action
      or legal proceeding by means of registered or certified mail, return receipt
      requested, postage prepaid, in care of the address set forth herein or such
      other address as such party shall furnish in writing to the other.

     

    [Signature
      Page Follows immediately]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
      behalf, in its corporate name and by its duly authorized officer, as of this
      ___
      day of ________, 2007.

     

    
      	
              CLEAR
                SKIES HOLDINGS, INC.

            
	 	 
	 	 
	
              By:

            	 

	 	
              Name:
                Ezra J. Green

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        
          Warrant
            Signature Page

        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF EXERCISE

    (to
      be
      executed by the registered holder hereof)

     

    The
      undersigned, ____________________________, pursuant to the provisions of the
      foregoing Warrant, hereby elects to exercise the within Warrant to the extent
      of
      purchasing _____________________ shares of common stock, par value $0.001 per
      share, of Clear
      Skies Holdings,
      Inc.
      thereunder and hereby makes payment of $_______________ by certified or official
      bank check in payment of the Warrant Price.

     

    
      	
              Dated:                

            	
              Signature:

            	_________________________________________
	 	 	 
	 	
              Address:

            	_________________________________________


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED _______________________________________ hereby sells, assigns and
      transfers unto _____________________________________ the foregoing Warrant
      and
      all rights evidenced thereby, and does irrevocably constitute and appoint
      _____________________________, attorney, to transfer said Warrant on the books
      of Clear Skies Holdings, Inc.

    
       

      
        	
                Dated:                

              	
                Signature:

              	_________________________________________
	 	 	 
	 	
                Address:

              	_________________________________________


      

       

      PARTIAL
        ASSIGNMENT

    

     

    FOR
      VALUE
      RECEIVED __________________________ hereby assigns and transfers unto
      _________________________ the right to purchase __________ shares of the Common
      Stock, $0.001 par value per share, of Clear Skies Holdings, Inc. covered by
      the
      foregoing Warrant, and a proportionate part of said Warrant and the rights
      evidenced thereby, and does irrevocably constitute and appoint
      __________________________, attorney, to transfer that part of said Warrant
      on
      the books of Clear Skies Holdings, Inc.

    
       

      
        	
                Dated:                

              	
                Signature:

              	_________________________________________
	 	 	 
	 	
                Address:

              	_________________________________________