FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 10.2

FIRST AMENDMENT TO PROMISSORY NOTE

     THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “ First Amendment ”) is entered into effective as of March 2, 2009, among LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“ Borrower ”) and GOVI V. RAO (“ Lender ”). Unless stated otherwise, each term defined in the Note has the same meaning when used in this First Amendment.

     WHEREAS, Borrower has executed and delivered that certain Promissory Note in the principal sum of $25,000 dated as of December 18, 2008, payable to the order of Lender (as renewed, extended, amended, or restated from time to time, the “ Note ”); and

     WHEREAS, at Borrower’s request, Lender has agreed to extend the stated Maturity Date of the Note to July 31, 2009.

     NOW, THEREFORE, in consideration of these premises and other sufficient and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:

      1.  AMENDMENTS .

(a) The stated Maturity Date is amended to replace “March 2, 2009” with “July 31, 2009.”

(b) Paragraph 4 is hereby amended in its entirety to read as follows:

     “4. Prepayments . The unpaid principal balance of this