GUARANTY OF BARRY CINNAMON

GUARANTY

The undersigned, for value received, unconditionally and absolutely guarantee(s)

to Comerica Bank ("Bank") and to the Bank's successors and assigns, payment when

due, whether by stated maturity, demand, acceleration or otherwise, of all

existing and future indebtedness to the Bank of Akeena Solar, Inc. ("Borrower")

or any successor in interest, including without limit any debtor-in-possession

or trustee in bankruptcy which succeeds to the interest of this party or person

(jointly and severally the "Borrower"), however this Indebtedness has been or

may be incurred or evidenced, whether absolute or contingent direct or indirect,

voluntary or involuntary, liquidated or unliquidated, joint or several, and

whether or not known to the undersigned at the time of this Guaranty or at the

time any future indebtedness is incurred (the "Indebtedness").

The indebtedness guaranteed includes without limit: (a) any and all direct

indebtedness of the Borrower to the Bank, including indebtedness evidenced by

any and all promissory notes; (b) any and all obligations or liabilities of the

Borrower to the Bank arising under any guaranty where the Borrower has

guaranteed the payment of indebtedness owing to the Bank from a third party; (c)

any and all obligations or liabilities of the Borrower to the Bank arising from

applications or agreements for the issuance of letters of credit; (d) any and

all obligations or liabilities of the Borrower to the Bank arising out of any

other agreement by the Borrower including without limit any agreement to

indemnity the Bank for environmental liability or to clean up hazardous waste;

(e) any and all indebtedness, obligations or liabilities for which the Borrower

would otherwise be liable to the Bank were it not for the invalidity,

irregularly or unenforceability of them by reason of any bankruptcy, insolvency

or other law or order of any kind, or for any other reason, including without

limit liability for interest and attorneys' fees on, or in connection with, any

of the indebtedness from and after the filing by or against the Borrower of a

bankruptcy petition whether an involuntary or voluntary bankruptcy case,

including, without limitation, all attorneys' fees and costs incurred in

connection with motions for relief from stay, cash collateral motions,

nondischargeability motions, preference liability motions, fraudulent conveyance

liability motions, fraudulent transfer liability motions and all other motions

brought by Borrower, Guarantor, Bank or third parties in any way relating to

Bank's rights with respect to such Borrower, Guarantor, or third party and/or

affecting any collateral securing any obligation owed to Bank by Borrower,

Guarantor, or any third party, probate proceedings, on appeal or otherwise; (f)

any and all amendments, modifications, renewals and/or extensions or any of the

above, including without limit amendments, modifications, renewals and/or

extensions which are evidenced by new or additional instruments, documents or

agreements; and (g) all costs of collecting indebtedness, including without

limit reasonable attorneys' fees and costs.

The undersigned waive(s) notice of acceptance of this Guaranty and presentment,

demand, protest, notice of protest, dishonor, notice of dishonor, notice of

default, notice of intent to accelerate or demand payment of any indebtedness,

and diligence in collecting any indebtedness, and agree(s) that the Bank may

modify the terms of any indebtedness, compromise, extend, increase, accelerate,

renew or forbear to enforce payment of any or all indebtedness, or permit the

Borrower to incur additional indebtedness, all without notice to the undersigned

and without affecting in any manner the unconditional obligation of the

undersigned under this Guaranty. The undersigned further waive(s) any and all

other notices to which the undersigned might otherwise be entitled. The

undersigned acknowledge(s) and agree(s) that the liabilities created by this

Guaranty are direct and are not conditioned upon pursuit by the Bank of any

remedy the Bank may have against the Borrower or any other person or any

security. No invalidity, irregularity or unenforceability of any part or all of

the indebtedness or any documents evidencing the same, by reason of any

bankruptcy, insolvency or other law or order of any kind or for any other

reason, and no defense or setoff available at any time to the Borrower, shall

impair, affect or be a defense or setoff to the obligations of the undersigned

under this Guaranty.

The undersigned deliver(s) this Guaranty based solely on the undersigned's

independent investigation of the financial condition of the Borrower and is

(are) not relying on any information furnished by the Bank. The undersigned

assume(s) full responsibility for obtaining any further information concerning

the Borrower's financial condition, the status of the indebtedness or any other

matter which the undersigned may deem necessary or appropriate from time to

time. The undersigned waive(s) any duty on the part of the Bank, and agree(s)

that it is not relying upon nor expecting the Bank to disclose to the

undersigned any fact now or later known by the Bank, whether relating to the

operations or condition of the Borrower, the existence, liabilities or financial

condition of any co-guarantor of the indebtedness, the occurrence of any default

with respect to the indebtedness, or otherwise, notwithstanding any effect these

facts may have upon the undersigned's risk under this Guaranty or the

undersigned's rights against the Borrower. The undersigned knowingly accept(s)

the full range of risk encompassed in this Guaranty, which risk includes without

limit the possibility that the Borrower may incur indebtedness to the Bank after

the financial condition of the Borrower, or its ability to pay its debts as they

mature, has deteriorated.

The undersigned represent(s) and warrant(s) that: (a) the Bank has made no

representation to the undersigned as to the creditworthiness of the Borrower;

and (b) the undersigned has (have) established adequate means of obtaining from

the Borrower on a continuing basis financial and other information pertaining to

the Borrower's financial condition. The undersigned agree(s) to keep adequately

informed of any facts, events or circumstances which might in any way affect the

risks of the undersigned under this Guaranty.

The undersigned grant(s) to the Bank a security interest in and the right of

setoff as to any and all property of the undersigned now or later in the

possession of the Bank. The undersigned subordinate(s) any claim of any nature

that the undersigned now or later has (have) against the Borrower to and in

favor of all indebtedness and agree(s) not to accept payment or satisfaction of

any claim that the undersigned now or later may have against the Borrower

without the prior written consent of the Bank. Should any payment, distribution,

security, or proceeds, be received by the undersigned upon or with respect to

any claim that the undersigned now or may later have against the Borrower, the

undersigned shall immediately deliver the same to the Bank in the form received

(except for endorsement or assignment by the undersigned where required by the

Bank) for application on the indebtedness, whether matured or unmatured, and

until delivered the same shall be held in trust by the undersigned as the

property of the Bank. The undersigned further assign(s) to the Bank as

collateral for the obligations of the undersigned under this Guaranty all claims

of any nature that the undersigned now or later has (have) against the Borrower

(other than any claim under a deed of trust or mortgage covering real property)

with full right on the part of the Bank, in its own name or in the name of the

undersigned, to collect and enforce these claims.

The undersigned agree(s) that no security now or later held by the Bank for the

payment of any indebtedness, whether from the Borrower, any guarantor, or

otherwise, and whether in the nature of a security interest, pledge, lien,

assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise,

shall affect in any manner the unconditional obligation of the undersigned under

this Guaranty, and the Bank, in its sole discretion, without notice to the

undersigned, may release, exchange, enforce and otherwise deal with any security

without affecting in any manner the unconditional obligation of the undersigned

under this Guaranty. The undersigned acknowledges(s) and agree(s) that the Bank

has no obligation to acquire or perfect any lien on or security interest in any

asset(s), whether realty or personality, to secure payment of the indebtedness,

and the undersigned is (are) not relying upon any asset(s) in which the Bank has

or may have a lien or security interest for payment of the indebtedness.

The undersigned acknowledge(s) that the effectiveness of this Guaranty is not

conditioned on any or all of the indebtedness being guaranteed by anyone else.

Until the indebtedness is irrevocably paid in full, the undersigned waive(s) any

and all rights to be subrogated to the position of the Bank or to have the

benefit of any lien, security interest or other guaranty now or later held by

the Bank for the indebtedness or to enforce any remedy which the Bank now or

later has against the Borrower or any other person. Until the indebtedness is

irrevocably paid in full, the undersigned shall have no right of reimbursement,

indemnity, contribution or other right of recourse to or with respect to the

Borrower or any other person. The undersigned agree(s) to indemnity and hold

harmless the Bank from and against any and all claims, actions, damages, costs

and expenses, including without limit reasonable attorneys' fees, incurred by

the Bank in connection with the

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undersigned's exercise of any right of subrogation, contribution,

indemnification or recourse with respect to this Guaranty. The Bank has no duty

to enforce or protect any rights which the undersigned may have against the

Borrower or any other person and the undersigned assume(s) full responsibility

for enforcing and protecting these rights.

Notwithstanding any provision of the preceding paragraph or anything else in

this Guaranty to the contrary, if any of the undersigned is or becomes "an

"insider" or "affiliate" (as defined in Section 101 of the Federal Bankruptcy

Code, as it may be amended) with respect to the Borrower, then that undersigned

irrevocably and absolutely waives any and all rights of subrogation,

contribution, indemnification, recourse, reimbursement and any similar rights

against the Borrower (or any other guarantor) with respect to this Guaranty,

whether such rights arise under an express or implied contract or by operation

of law. It is the intention of the parties that the undersigned shall not be (or

be deemed to be) a "creditor" (as defined in Section 101 of the Federal

Bankruptcy Code, as it may be amended) of the Borrower (or any other guarantor)

by reason of the existence of this Guaranty in the event that the Borrower

becomes a debtor in any proceeding under the Federal Bankruptcy Code. This

waiver is given to induce the Bank to enter into certain written contracts with

the Borrower included in the Indebtedness. The undersigned warrant(s) and

agree(s) that none of Bank's rights, remedies or interests shall be directly or

indirectly impaired because of any of the undersigned's status as an "insider"

or "affiliate" of the Borrower, and undersigned shall take any action, and shall

execute any document, which the Bank may request in order to effectuate this

warranty to the Bank.

If any indebtedness is guaranteed by two or more guarantors, the obligation of

the undersigned shall be several and also joint, each with all and also each

with any one or more of the others, and may be enforced at the option of the

Bank against each severally, any two or more jointly, or some severally and some

jointly. The Bank, in its sole discretion, may release any one or more of the

guarantors for any consideration which it deems adequate, and may fall or elect

not to prove a claim against the estate of any bankrupt, insolvent, incompetent

or deceased guarantor; and after that, without notice to any other guarantor,

the Bank may extend or renew any or all indebtedness and may permit the Borrower

to incur additional indebtedness, without affecting in any manner the

unconditional obligation of the remaining guarantor(s). This action by the Bank

shall not, however, be deemed to affect any right to contribution which may

exist among the guarantors.

Any of the undersigned may terminate their obligation under this Guaranty as to

future indebtedness (except as provided below) by (and only by) delivering

written notice of termination to an officer of the Bank and receiving from an

officer of the Bank written acknowledgement of delivery; provided, the

termination shall not be effective until the opening of business on the fifth

(5th) day following written acknowledgement of delivery. Any termination shall

not affect in any way the unconditional obligations of the remaining

guarantor(s), whether or not the termination is known to the remaining

guarantor(s). Any termination shall not affect in any way the unconditional

obligations of the terminating guarantor(s) as to any indebtedness existing at

the effective date of termination or any indebtedness created after that

pursuant to any commitment or agreement of the Bank or any Borrower loan with

the Bank existing at the effective date of termination (whether advances or

readvances by the Bank are optional or obligatory), or any modifications,

extensions or renewals of any of this indebtedness, whether in whole or in part,

and as to all of this indebtedness and modifications, extensions or renewals of

it, this Guaranty shall continue effective until the same shal