Replies to post #553 on Clear Skies Solar, Inc.(fka CSKH)

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COMPENSATION AGREEMENT




This Compensation Agreement is dated as of March 22, 2010 between Clear Skies Solar, Inc., a Delaware corporation (the “Company”), and Harvey Kesner (the “Consultant”).




WHEREAS, the Company has requested the Consultant to provide the Company with certain SEC related legal services in connection with their business (the “’34 Act Work”) on a fixed fee basis, and the Consultant has agreed to provide the Company with the ’34 Act Work; and




WHEREAS, the Company wishes to compensate the Consultant with shares of its common stock for such services rendered in satisfaction of the monthly fixed fee;




NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:




1.

The Company shall issue to the Consultant, as consideration for the ’34 Act Work, $12,000 worth of the Company’s Common Stock, par value $0.001 per share, each month for the twelve month period beginning on April 1, 2010 (the “Shares”). The Shares to be issued shall be valued at 75% of the ten (10) day trading average closing price prior to the first of each month and shall be delivered within ten (10) business days following the first of each month.




2.

The Company shall register 1,200,000 shares of its common stock on a Form S-8 to cover the issuances under this Compensation Agreement. The registration statement shall be filed promptly following the execution of this Compensation Agreement.




IN WITNESS WHEREOF, this Compensation Agreement has been executed by the parties as of the date first above written.


2010 CONSULTANTS PLAN



1. Purpose of the Plan.



This 2010 Consultants Plan (the "Plan") is intended as an incentive for consultants and advisors to Clear Skies Solar, Inc., a Delaware corporation (the "Company"), and any Subsidiary of the Company, within the meaning of Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the "Code"), whose services are considered valuable, to encourage the sense of proprietorship and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries.