No.
      ___

     

    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
      MAY
      NOT BE SOLD, TRANSFERED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
      REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS
      THE
      CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
      SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS
      NOT
      REQUIRED.

     

    CLEAR
      SKIES GROUP, INC.

     

    FORM
      OF

    8%
      PROMISSORY NOTE

    (non-negotiable)

     

    $___,000.00

    November
      7, 2007

     

    FOR
      VALUE
      RECEIVED Clear Skies Group, Inc, a New York corporation (the “Company”),
      promises to pay to __________ (the “Holder”),
      the
      principal amount of ____________ dollars ($___,000.00), or such lesser amount
      as
      shall equal the outstanding principal amount hereof, together with simple
      interest from the date of this Note on the unpaid principal balance at a rate
      equal to eight (8%) percent per annum, computed on the basis of the actual
      number of days elapsed and a year of 365 days. All unpaid principal, together
      with any then accrued but unpaid interest and any other amounts payable
      hereunder, shall be due and payable on the earlier of (i) the Next Financing
      or
      (ii) May 7, 2008 (the “Maturity
      Date”).

     

    The
      following is a statement of the rights of the Holder of this Note and the
      conditions to which this Note is subject, and to which the Holder, by the
      acceptance of this Note, agrees:

     

    1.  Certain
      Definitions.

     

    (a)  “Default”
      means:

     

    (i)  the
      Company shall default in the payment of interest and/or principal on this Note
      and such default shall continue for ten (10) business days after the due date
      thereof; or

     

    (ii)  any
      of
      the representations or warranties made by the Company herein or in the note
      purchase agreement, dated the date hereof, between the Company and the Holder
      (the “NPA”)
      or in
      any certificate or financial or other statements heretofore or hereafter
      furnished by or on behalf of the Company to Holder in connection with the
      execution and delivery of this Note or such other documents shall be false
      or
      misleading in any material respect at the time made; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  the
      Company shall fail to materially perform any covenant, term, provision,
      condition, agreement or obligation of the Company under this Note or the NPA
      (other than for non-payment) and such failure shall continue uncured for a
      period of ten (10) business days after notice from the Holder of such failure;
      or

     

    (iv)  the
      Company shall (1) become insolvent; (2) admit in writing its inability to pay
      its debts generally as they mature; (3) make an assignment for the benefit
      of
      creditors or commence proceedings for its dissolution; or (4) apply for or
      consent to the appointment of a trustee, liquidator or receiver for it or for
      a
      substantial part of its property or business; or

     

    (v)  a
      trustee, liquidator or receiver shall be appointed for the Company or for a
      substantial part of its property or business without its consent and shall
      not
      be discharged within thirty (30) days after such appointment; or

     

    (vi)  any
      governmental agency or any court of competent jurisdiction at the insistence
      of
      any governmental agency shall assume custody or control of the whole or any
      substantial portion of the properties or assets of the Company and shall not
      be
      dismissed within thirty (30) days thereafter; or

     

    (vii)  the
      Company shall sell or otherwise transfer all or substantially all of its assets;
      or

     

    (viii)  bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings,
      or
      relief under any bankruptcy law or any law for the relief of debt shall be
      instituted by or against the Company and, if instituted against the Company
      shall not be dismissed within thirty (30) days after such institution, or the
      Company shall by any action or answer approve of, consent to, or acquiesce
      in
      any such proceedings or admit to any material allegations of, or default in
      answering a petition filed in any such proceeding; or

     

    (ix)  the
      Company shall be in material default of any of its indebtedness that gives
      the
      holder thereof the right to accelerate such indebtedness.

     

    (b)  “Next
      Financing”
means
      the next transaction (or series of related transactions) after the date of
      this
      Note in which the Company issues and sells shares of its capital stock or
      securities convertible into shares of capital stock in exchange for aggregate
      gross proceeds of not less than $3 million (including any amounts received
      upon
      conversion or cancellation of indebtedness).

     

    2.  Prepayment.
      The
      Company may prepay this Note at any time, in whole or in part, provided any
      such
      prepayment will be applied first to the payment of expenses due under this
      Note,
      second to interest accrued on this Note and third, if the amount of prepayment
      exceeds the amount of all such expenses and accrued interest, to the payment
      of
      principal of this Note.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.  Miscellaneous.

     

    (a)  Loss,
      Theft, Destruction or Mutilation of Note.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Note and, in the case of loss, theft or
      destruction, delivery of an indemnity agreement reasonably satisfactory in
      form
      and substance to the Company or, in the case of mutilation, on surrender and
      cancellation of this Note, the Company shall execute and deliver, in lieu of
      this Note, a new note executed in the same manner as this Note, in the same
      principal amount as the unpaid principal amount of this Note and dated the
      date
      to which interest shall have been paid on this Note or, if no interest shall
      have yet been so paid, dated the date of this Note.

     

    (b)  Payment.
      All
      payments under this Note shall be made in lawful tender of the United
      States.

     

    (c)  Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    (d)  Usury.
      In the
      event that any interest paid on this Note is deemed to be in excess of the
      then
      legal maximum rate, then that portion of the interest payment representing
      an
      amount in excess of the then legal maximum rate shall be deemed a payment of
      principal and applied against the principal of this Note.

     

    (e)  Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified only by an instrument
      in writing signed by the party against which enforcement of the same is
      sought.

     

    (f)  Notices.
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      given in accordance with the NPA.

     

    (g)  Expenses;
      Attorneys’ Fees.
      If
      action is instituted to enforce or collect this Note, the Company promises
      to
      pay all reasonable costs and expenses, including, without limitation, reasonable
      attorneys’ fees and costs, incurred in connection with such action.

     

    (h)  Successors
      and Assigns.
      This
      Note may be assigned or transferred by the Holder. Subject to the preceding
      sentence, the rights and obligations of the Company and the Holder of this
      Note
      shall be binding upon and benefit the successors, assigns, heirs, administrators
      and transferees of the parties.

     

    (i)  Governing
      Law; Jurisdiction.
      THIS
      NOTE SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF
      NEW
      YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. COMPANY CONSENTS
      TO
      THE EXCLUSIVE JURSDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK,
      NEW YORK, WITH RESPECT TO ANY CLAIM OR CONTROVERSY RELATED TO THE ENFORCEMENT
      OR
      INTERPRETATION OF THIS NOTE.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed as of the
      date
      first above written by its duly authorized officer.

     

    
      	 	 	 
	 	CLEAR
              SKIES GROUP, INC.
	 
 	 
 	 
 
	 	By:  	_________________________________________
	 	
            
	 	
              Name:
                Ezra Green

              
                Title:
                  Chief
                  Executive Officer

              

            


    

    
       

      
        
          
          

        

        
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