FORM
      OF LOCK-UP AGREEMENT

    


    ______
      __, 2007

    


    Ladies
      and Gentlemen:

    


    Reference
      is made to those discussions among Clear Skies Group, Inc., a New York
      corporation (“Clear
      Skies”)
      and
      Clear Skies Holdings, Inc., a Delaware corporation (the “Company”),
      relating to a proposed business combination between Clear Skies and the Company
      and a related private placement financing (the “Transactions”).
       In
      connection with the Transactions, the Company and Clear Skies contemplate
      entering into a proposed Merger Agreement (the “Merger
      Agreement”)
      pursuant to which Clear Skies’s stockholders shall receive common stock, par
      value $0.001 per share, of the Company (the “Common
      Stock”)
      in
      consideration for shares of Clear Skies held by them at the effective time
      of
      the merger. In consideration of the Company and Clear Skies entering into the
      Transactions, the undersigned hereby agrees as follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (1)
      offer, sell, contract to sell,
      grant
      any option to purchase, hypothecate, pledge,
      or
      otherwise dispose of or
      (2)
      transfer title to (a “Prohibited
      Sale”)
      any of
      the shares (the “Acquired
      Shares”)
      of
      Common Stock acquired by the undersigned pursuant to or in connection with
      the
      Merger Agreement, during the period commencing on the Closing Date (as that
      term
      will be defined in the Merger Agreement) and ending on the 15-month anniversary
      of the Closing Date (the “Lockup
      Period”),
      without the prior written consent of the Placement Agent. 

    


    2. Notwithstanding
      the foregoing, the undersigned shall be permitted during the Lockup Period,
      without the consent of the Placement Agent or any other party, (i) to engage
      in
      transactions in connection with the undersigned’s participation in the Company’s
      stock option plans, (ii) to transfer all or any part of the Acquired Shares
      to
      any family member, for estate planning purposes,
      or to an
      affiliate thereof (as such term is defined in Rule 405 under the Securities
      Exchange Act of 1934, as amended), provided that such transferee agrees
in
      writing with
      the
      Company to be bound hereby, (iii) to participate in a registered direct offering
      by the Company in which the undersigned participates as a selling
      stockholder,
      (iv) to
      participate
      in any
      transaction in which holders of the Common Stock of the Company participate
      or
      have the opportunity to participate pro rata, including, without limitation,
      an
      underwritten offering of Common Stock, a merger, consolidation or binding share
      exchange involving the Company, a disposition of the Common Stock in connection
      with the exercise of any rights, warrants or other securities distributed to
      the
      Company’s stockholders, or a tender or exchange offer for the Common Stock or
      (v) to transfer all or any part of the Acquired Shares in
      privately negotiated transactions to which the so-called “Section 4(11⁄2)”
exemption applies,
      provided that the transferee in any such transaction agrees in
      writing with
      the
      Company to be bound hereby, and no transaction contemplated by the foregoing
      clauses (i),
      (ii),
      (iii),
      (iv)
      and (v) shall be deemed a Prohibited Sale for purposes of this Letter
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the State of Delaware.

    


    4. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. In the event that no closing occurs under the Merger Agreement,
      this letter agreement shall be null and void. This Letter Agreement (and the
      agreements reflected herein) may be terminated by the mutual agreement of the
      Company and the undersigned with the consent of the Placement Agent, and if
      not
      sooner terminated, will terminate upon the expiration date of the Lockup Period.
      This Letter Agreement may be duly executed by facsimile and in any number of
      counterparts, each of which shall be deemed an original, and all of which
      together shall be deemed to constitute one and the same instrument. Signature
      pages from separate identical counterparts may be combined with the same effect
      as if the parties signing such signature page had signed the same counterpart.
      This Letter Agreement may be modified or waived only by a separate writing
      signed by each of the parties hereto expressly so modifying or waiving such
      agreement.

    


    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	_____________________________________________ 
	 	
              Print
                Name:

            


    

     

    

      
        	
                Address:_____________________________________

              
	
                Number
                  of shares of Common Stock owned: __________

              
	
                Certificate
                  Numbers: _____________________________

              
	 
	 


      

    

    
      	
              Accepted
                and Agreed to:

            
	 
	
              CLEAR
                SKIES GROUP, INC.

            
	 
	 
	
              By:

            	___________________________________ 	 


    

    


    
      
        
        

      

      
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