Andalay Solar 8-K Entry into a Material Definitive Agreement

                                                                    EXHIBIT 10.1

                             FIRST AMENDMENT TO THE
                               AKEENA SOLAR, INC.
                            2006 INCENTIVE STOCK PLAN

      THIS FIRST AMENDMENT to the 2006 Incentive Stock Plan (the "Plan") of
Akeena Solar, Inc. (the "Company") is made as of this 20th day of December,
2006.

                                  INTRODUCTION

      The Board of Directors administers the Plan, which was adopted on August
8, 2006. The Board of Directors now desires to amend the Plan to increase the
number of shares of common stock, par value $0.001 per share, of the Company
subject to the Plan to 1,000,000 shares from 450,000 shares.

                                    AMENDMENT

      NOW, THEREFORE, the Board of Directors hereby amends the Plan, effective
December 20, 2006, by deleting the text of Section 4 in its entirety and
replacing it with the following:

            "Subject to adjustment as provided in Section 8 hereof, a total of
      1,000,000 shares of the Company's common stock, par value $0.001 per share
      (the "Stock"), shall be subject to the Plan. The number of shares of Stock
      that may be subject to Options granted under the Plan to any individual in
      any calendar year shall conform to any requirements applicable to
      performance-based compensation under Section 162(m) of the Code, if
      qualification as performance-based compensation under Section 162(m) of
      the Code is intended. The shares of Stock subject to the Plan shall
      consist of unissued shares, treasury shares or previously issued shares
      held by any Subsidiary of the Company, and such amount of shares of Stock
      shall be and is hereby reserved for such purpose. Any of such shares of
      Stock that may remain unissued and that are not subject to outstanding
      Options at the termination of the Plan shall cease to be reserved for the
      purposes of the Plan, but until termination of the Plan the Company shall
      at all times reserve a sufficient number of shares of Stock to meet the
      requirements of the Plan. Should any Option or share of Restricted Stock
      expire or be canceled prior to its exercise or vesting in full or should
      the number of shares of Stock to be delivered upon the exercise or vesting
      in full of an Option or share of Restricted Stock be reduced for any
      reason, the shares of Stock theretofore subject to such Option or share of
      Restricted Stock may be subject to future Options or shares of Restricted
      Stock under the Plan, except where such reissuance is inconsistent with
      the provisions of Section 162(m) of the Code where qualification as
      performance-based compensation under Section 162(m) of the Code is
      intended."