FORM
      OF 

    NOTE
      PURCHASE AGREEMENT

     

    This
      Note
      Purchase Agreement (this “Agreement”),
      dated
      as of November 7, 2007 (the “Closing
      Date”)
      by and
      between Clear Skies Group, Inc, a New York corporation (the “Company”)
      and
      ___________ (“Lender”).

     

    WITNESSETH:

     

    WHEREAS,
      subject to the terms and conditions of this Agreement, the Company has agreed
      to
      sell and Lender has agreed to purchase from the Company, a promissory note
      of
      the Company in the principal amount of $___,000 (the “Note”).

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties to this Agreement hereby agree as
      follows:

     

    1. Deliveries.
      

     

    (a) On
      the
      closing date, Lender shall deliver to the Company payment in the amount of
      the
      principal amount of the Note by delivery of a certified check payable to the
      Company or by wire transfer to the account of the Company.

     

    (b) On
      the
      closing date, the Company shall deliver to Lender the Note. 

     

    2. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to Lender as follows:

     

    (a) Organization
      and Standing.
      The
      Company is a corporation duly organized and validly existing under, and by
      virtue of, the laws of the State of New York and is in good standing under
      such
      laws. The Company is duly qualified to conduct business as a foreign corporation
      and is in good standing in each jurisdiction wherein the nature of its
      activities or properties owned or lease makes such qualification necessary,
      except where failure to be so qualified would not have a material adverse effect
      on the Company. The Company has the requisite corporate power to own and operate
      its properties and assets, and to carry on its business as presently conducted
      and as proposed to be conducted and to enter into and perform this Agreement,
      the Note, and each other document, agreement or instrument entered into by
      it in
      connection with this Agreement or the Note.0

     

    (b) No
      Conflict.
      This
      Agreement does not: (i) conflict with any provision of the Company’s Certificate
      of Incorporation or Bylaws, both as amended to date; or (ii) conflict with,
      or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement, indenture, patent,
      patent license or instrument to which the Company is a party; or (iii) result
      in
      a violation of any federal, state, local or foreign law, rule, regulation,
      order, judgment or decree (including Federal and state securities laws and
      regulations) applicable to the Company or by which any property or asset of
      the
      Company is bound or affected.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Authorization.
      The
      execution, delivery and performance of this Agreement by the Company has been
      duly authorized by all requisite corporate action and constitutes the valid
      and
      binding obligations of the Company enforceable in accordance with its terms,
      subject as to enforcement of remedies to applicable bankruptcy, insolvency,
      reorganization, or similar laws relating to or affecting the enforcement of
      creditors’ rights. 

     

    (d) Capitalization.
      The
      authorized capital stock of the Company consists of 10,000,000 shares of common
      stock, par value $0.01 per share, of which 3,580,000 shares of Common Stock
      are
      issued and outstanding, and no shares of preferred stock.

     

    (e) No
      Undisclosed Liabilities.
      The
      Company has no material liabilities or obligations not disclosed to
      Lender.

     

    (f) Issuance.
      The
      Note will be duly and validly issued when issued, sold and delivered at the
      closing in accordance with the terms of this Agreement.

     

    3. Representations
      and Warranties of Lender.
      Lender
      represents and warrants to the Company as of the closing date that:

     

    (a) All
      action on the part of Lender for the authorization, execution, delivery and
      performance by Lender of this Agreement have been taken, and this Agreement
      constitutes a valid and binding obligation of Lender, enforceable in accordance
      with its terms, except as may be limited by applicable bankruptcy, insolvency,
      reorganization, or similar laws relating to or affecting the enforcement of
      creditors’ rights.

     

    (b) Lender
      is
      acquiring the Notes for investment for his own account and not with a view
      to,
      or for resale in connection with, any distribution. Lender understands that
      the
      Note to be acquired has not been registered under the Securities Act of 1933,
      as
      amended (the “Act”),
      by
      reason of a specific exemption from the registration provisions of the Act
      which
      depends upon, among other things, the bona fide nature of the investment intent
      as expressed herein.

     

    (c) Lender
      represents that he is an accredited investor, as defined in Rule 501 promulgated
      under the Act.

     

    (d) Lender
      is
      experienced in evaluating and investing in securities of companies similarly
      situated to the Company, and acknowledges that he is able to fend for himself,
      can bear the economic risk of an investment in the Note, and has such knowledge
      and experience in financial or business matters that he is capable of evaluating
      the merits and risks of the investment in the Note.

     

    (e) Lender
      believes he has received all the information he considers necessary or
      appropriate for deciding whether to purchase the Note. Lender further represents
      that he has had an opportunity to ask questions and receive answers from the
      Company regarding the terms and conditions of the offering of the Note and
      the
      business, properties, prospects and financial condition of the
      Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (f) Lender
      acknowledges that the Notes must be held indefinitely unless subsequently
      registered under the Act or unless an exemption from such registration is
      available. Lender is aware of the provisions of Rule 144 promulgated under
      the
      Act which permits limited resale of securities purchased in a private placement
      subject to the satisfaction of certain conditions, including, unless Lender
      is
      an affiliate of the Company, among other things, the availability of certain
      current public information about the Company, the resale occurring not less
      than
      one year after a party has purchased and paid for the securities to be sold,
      the
      sale being through a “broker’s transaction” or in transactions directly with a
“market maker,” and the number of shares being sold during any three-month
      period not exceeding specified limitations.

     

    4. Legends.
      Any
      certificate representing the Note issued pursuant to the terms hereof shall
      have
      endorsed thereon a legend substantially as follows:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THE NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
      REQUIRED.”

     

    5. General
      Provisions.

     

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

     

    (b) Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing by mail, facsimile or personal delivery and shall be effective
      upon actual receipt of such notice. The addresses for such communications shall
      be as set forth below until notice is received that any such address or contact
      information has been changed:

     

    
      	
              If
                to the Company:

            
	
               

              Clear
                Skies Group, Inc

              5020
                Sunrise Highway, Suite 227

              Massapequa
                Park NY, 11762

              Attn:
                Ezra Green

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Lender:

               

              _________________

              _________________

              _________________

              Fax:
                _____________

            
	
               

              In
                either case with a copy to:

            
	
               

              Haynes
                and Boone, LLP

              153
                East 53rd
                Street

              Suite
                4900

              New
                York, New York 10022

              Fax:
                (212) 918-8989

              Attn:
                Harvey Kesner, Esq.

            


    

    


    (c) Entire
      Agreement.
      Except
      as otherwise provided herein, this Agreement, the Note and the other documents
      delivered pursuant hereto constitute the full and entire understanding and
      agreement between the parties with regard to the subjects hereof and
      thereof.

     

    (d) Amendment.
      This
      Agreement may only be amended, waived, discharged or terminated by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge or termination is sought.

     

    (e) Successors
      and Assigns.
      This
      Agreement and the Note may be transferred or assigned by Lender in whole or
      in
      part, in Lender’s sole and absolute discretion. Except as otherwise expressly
      provided in this Agreement, the provisions of this Agreement shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and
      administrators of the parties hereto.

     

    (f) Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    (g) Titles
      and Subtitles.
      The
      titles of the Sections of this Agreement are for convenience of reference only
      and are not to be considered in construing this Agreement.

     

    (h) Expenses.
      The
      Company and Lender shall each bear their own expenses incurred with respect
      to
      this transaction.

     

    (i) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall be deemed to constitute one
      instrument.

     

    (j) Counsel.
      All
      parties hereto have been represented by counsel, and no inference shall be
      drawn
      in favor of or against any party by virtue of the fact that such party’s counsel
      was or was not the principal draftsman of this Agreement. The Company and Lender
      each have agreed that they have requested that Harvey Kesner, Esq. of Haynes
      and
      Boone, LLP (“Counsel”)
      assist
      in documenting the terms of the agreement of the parties contained in this
      Agreement and related agreements. The parties acknowledge that Counsel has
      previously represented Lender and currently is counsel to Company in connection
      with the Transaction and related matters, and may continue to represent each
      of
      the parties. Each of the parties has been provided the opportunity to be
      represented by counsel of its choice and has been encouraged by Counsel to
      seek
      separate representation to the extent that it deems such desirable, but the
      absence of such shall not be asserted as a basis for the enforceability or
      interpretation of any of the terms or provisions of this Agreement, or as a
      reason to seek disqualification of Counsel in any controversy or proceeding.
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this agreement to be executed by its
      officers thereunto duly authorized.

    
      	 	 	 
	 	CLEAR
              SKIES GROUP, INC
	 
 	 
 	 
 
	 	By:  	__________________________________________ 
	 	
            
	 	Name:
	 	Title:


    

    
      	
            	 	 
	 	 	 
	 	LENDER
	 
 	 
 	 
 
	 	        
              	 


    

     

    
      
        
        

      

      
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    Exhibit
      A

     

    Form
      of Promissory Note

     

    
      
        
        

      

      
        6