Midtown Partners & Co., LLC 4218 West Linebaugh Avenue Tampa, FL 33624 Phone: 813.885.5744 ♦ Fax: 813.885.5911

Exhibit 10.11

Midtown Partners & Co., LLC 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxx, XX 00000 Phone: 000.000.0000 ♦ Fax: 000.000.0000

November 24, 2009

CONFIDENTIAL

Magnolia Solar, Inc.

00-X Xxxxxxxx Xxxx

Xxxxx 000

Xxxxxx, XX 00000-0000

Attention:             Xxxxx X. Xxxx, Ph.D, Chief Executive Officer

Xxxx X. Xxxx, Executive Vice-President

Re:       Amendment to Letter Agreement dated September 22, 2008

Dear Sirs:

Reference is hereby made to a letter agreement by and between Midtown Partners & Co., LLC (“Midtown”) and Magnolia Solar, Inc. (“Magnolia”, collectively the “Parties”) dated September 22, 2008 (the “Agreement”).

The Parties hereby agree to:

1) Extend the Term, as defined in Section 5 of the Agreement, through December 31, 2010.

If the foregoing correctly sets forth our understanding with respect to the proposed amendment to the Agreement, please so confirm by signing and returning one copy of this letter.

MIDTOWN PARTNERS & CO., LLC
By: /s/ Xxxxx Xxxxxx			Date: November 24, 2009
Xxxxx Xxxxxx, President
MAGNOLIA SOLAR, INC.
By: /s/ Xxxxx Xxxx			Date: November 24, 2009
Xxxxx X. Xxxx, Ph.D., CEO