CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT ("Agreement") is made by and between World Energy
Solutions,  Inc.,  a  Florida  corporation  ("WES" or the  "Company"),  with its
principal place of business located at 3900A 31st Street North, St.  Petersburg,
Florida  33714 and Robert J. Depalo  ("Consultant"),  and is effective as of the
date set forth below. WES and Consultant may be collectively  referred to herein
as the "Parties."

     The Parties to this Agreement state and acknowledge as follows:

     Section 1 - Recitals - The  Company is engaged in the  design,  manufacture
and sale of transient surge suppression devices and is a provider of other goods
and services in the energy conservation and management industry.

     Consultant has  represented to WES that it has the skill,  experience,  and
expertise necessary to provide WES with the consulting services  contemplated by
the Parties to this Agreement.

     Based on Consultant's representation, WES desires to engage the services of
Consultant as set forth herein,  and Consultant desires to provide such services
to WES pursuant to this Agreement.

     In consideration of the mutual promises contained herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Company and the Consultant agree as follows:

     Section 2 - Effective  Date - Consultant  shall begin to render  consulting
services to the Company as of the date set forth  below.  If WES has  previously
engaged  Consultant,  pursuant to a different  agreement,  this Agreement  shall
supercede it, shall take priority over it, and all previous  agreements relating
to the  subject  matter of this  Agreement  shall be deemed null and void except
that  all  prohibitions   against   Consultant   misappropriating   or  misusing
confidential  information,  trade  secrets and  soliciting  clients of WES shall
continue to be enforceable  back to the original date of execution of such other
agreements or providing of consulting services.

     Section 3 - Independent  Contractor - The parties  hereby  acknowledge  the
Consultant is an  independent  contractor of WES and is not authorized to act on
behalf of WES as its  agent,  except as may be  specifically  agreed  otherwise.
Consultant  shall have full  control  over the manner in which its  services are
rendered  hereunder.  Nothing in this Agreement or the course of conduct between
the parties shall be deemed to constitute an employment,  agency, joint venture,
partnership or any other type of relationship between the parties other than the
independent contractor status established hereby.  Consultant shall not have the
right or power to bind WES to any contracts or agreements  with any third party,
nor shall Consultant have the right or power to direct any operations of WES not
authorized  specifically by WES. The  relationship  created by this Agreement is
that of a contract for  services.  Consultant  shall be solely  responsible  for
payment  of all taxes as may be imposed  on any  income  derived  by  Consultant
hereunder  and for any and all other  liabilities  arising  out of  Consultant's
independent  status.  To the  extent  that WES pays any  taxes or other  sums on
Consultant's  behalf for any reason,  Consultant  shall  promptly  indemnify  or
reimburse WES for any and all such sums.

     Section 4 - Nature of Services and Duties -  Consultant  shall be available
to consult with Principal concerning all matters pertaining to the organization,
operation and  administration  of Principal's  business  activities,  including,
generally,  all issues of concern or import in the ongoing  growth,  development
and related business affairs of the Principal as may be brought to the attention
of  Consultant  by  Principal.  Specifically,   Consultant  shall  consult  with
Principal  regarding  the design of  products  for sale by WES in its  business,
including the providing of product design  engineering  services as requested by
WES.

     Consultant accepts this engagement,  subject to the general  supervision of
and pursuant to the orders and direction of WES.  Consultant  shall perform such
other  duties as are  requested  and  customarily  performed by one holding such
position in other, same, or similar businesses or enterprises as that engaged in
by WES. The  Consultant  shall also render such other services as WES may assign
from time to time.  Consultant  shall report  exclusively to the Chief Executive
Officer of the Company.

     Section  5  -  Compensation  of  the  Consultant  -  WES  shall  compensate
Consultant for Consultant's services rendered under this Agreement, as follows:

          a. ($2,300.00) Dollars per week and reported on IRS Form 1099;

          b. An option to purchase 500,000 shares of restricted  common stock of
     the Company with a strike price of one dollar and twenty five cents ($1.25)
     effective immediately upon execution of this Agreement,  which option shall
     be  exercisable in whole or in part on October 1, 2006, but shall expire on
     October 1, 2007;

          c.  Issuance  of  100,000  shares of common  stock of the  Company  in
     connection with an offering of securities conducted by the Company pursuant
     to United States Securities and Exchange Commission Form S-8; and

          d.  Reimbursement  of WES directed and approved job related  expenses,
     paid as  incurred,  including  but not limited to such  expenses as travel,
     vehicle  mileage  reimbursement,  air travel  expenses,  lodging and meals,
     automobile and equipment  rentals and medical  emergencies  incurred during
     the execution of WES business.

     Section 6 - Product  Manufacture,  Marketing and Distribution  Rights - The
Parties agree that WES shall retain the exclusive rights to manufacture,  market
and  distribute  products  designed by  Consultant  pursuant to this  Agreement.
Consultant  shall retain all rights to products that were designed by Consultant
prior to commencement of consulting services on behalf of WES or any Affiliate.

     Section 7 - Restrictive Covenant -

          a. WES is engaged in the  design,  manufacture  and sale of  transient
     surge suppression  devices and is a provider of other goods and services in
     the energy  conservation  and  management  industry.  Consultant  expressly
     covenants  and agrees that during this  engagement  and for a period of six
     (6) months following termination of the engagement,  whether termination is
     by WES, with or without cause, wrongful discharge,  or for any other reason
     whatsoever,  or by Consultant (such period of time is hereinafter  referred
     to  as  the  "Restrictive  Period"),  Consultant  shall  not,  directly  or
     indirectly, for itself or himself, or on behalf of others, as an individual
     on Consultant's  own account,  or as a partner,  joint venturer,  employee,
     agent,  salesman,  contractor,  officer,  director  or  otherwise,  for any
     person, partnership, firm, corporation, or other entity, enter into, engage
     in,  accept  employment  from, or  participate  in, any business that is in
     competition  with the  business  of WES  within a 200  mile  radius  of any
     business location of WES.

          b.  Without  limiting  the  restriction  of  Paragraph  7(a),   above,
     Consultant   specifically   agrees  that  during  the  Restrictive  Period,
     Paragraph 7(a) prohibits Consultant, in any of the capacities identified in
     Paragraph  7(a),  from  soliciting  and/or  accepting  business  from WES's
     customers  or  dealers.  Consultant  acknowledges  and agrees that the term
     "customers"  includes  any  individual  that has  purchased  any product or
     service from WES and/or any entity that is wholly or partially owned by the
     Company  (all  of  such  entities  being  hereinafter  referred  to as  the
     "Affiliated  Entities"),  that has attended any seminar or training seminar
     produced  or promoted by WES and/or the  Affiliated  Entities,  or that has
     otherwise  responded to any  advertisement  disseminated  by WES and/or the
     Affiliated Entities.

          c. This  covenant  is given and made by  Consultant  to induce  WES to
     engage   Consultant,   and  Consultant   acknowledges  the  sufficiency  of
     consideration for this covenant.

          d. This covenant shall be construed as an agreement independent of any
     other  provision in this  Agreement and the existence of any claim or cause
     of action of  Consultant  against WES or any  Affiliated  Entity  shall not
     constitute a defense to the enforcement of this covenant. WES has performed
     all  obligations  entitling it to this  covenant  and it is  therefore  not
     executory or otherwise subject to rejection under the Bankruptcy Code.

          e. Consultant  agrees that these covenants are supported by legitimate
     business  interests,   including,  but  not  limited  to:  WES's  valuable,
     confidential  business  information  and  "trade  secrets"  as  defined  in
     Chapters 688 and 812 of the Florida  Statutes,  which include,  but are not
     limited to, the WES's unique product designs,  marketing plans, advertising
     strategy and/or methodology for doing business,  business plans,  financial
     plans,  forms,  training  manuals and customer  lists,  which may have been
     provided to the Consultant solely for use in WES's business,  and which the
     Consultant  agrees have been developed  through the WES's  expenditure of a
     great  amount of time,  money and effort to refine  other  existing  plans,
     forms and lists in the industry,  and which the  Consultant  agrees contain
     detailed  information that could not be  independently  created from public
     sources.

          f. Consultant  agrees that WES's  legitimate  business  interests also
     include,  but are not limited to,  extraordinary  and specialized  training
     provided  to   Consultant   by  WES,   through,   among  other  things  and
     methodologies,  WES's comprehensive  multi-product  integration approach to
     energy conservation for commercial, governmental, industrial facilities and
     residential  structures as well as training  presentations  regarding same.
     Consultant  acknowledges and agrees that he has received  extraordinary and
     specialized  training  from WES and that  without  such  extraordinary  and
     specialized training, he would be unable to successfully perform the duties
     required under this Agreement.

          g.  Consultant  agrees that this covenant is  reasonably  necessary to
     protect the WES's legitimate business interests, including, but not limited
     to, the interests identified in Sections 7(b), 7(e) and 7(f), above.

          h. This covenant may be enforced by the WES's assignee or successor or
     any of the Affiliated Entities and Consultant  acknowledges and agrees that
     the Affiliated Entities are intended beneficiaries of this Agreement.

          i. If any portion of this covenant is held by an arbitration  panel or
     court of competent  jurisdiction to be  unreasonable,  arbitrary or against
     public policy for any reason,  this covenant shall be divisible as to time,
     geographic  area and line of  business  and  shall be  enforceable  as to a
     reasonable time, area and line of business.

          j.  If  the  Consultant  violates  the  Restrictive  Covenant,  in any
     capacity  identified  herein,  any and all sales by Consultant for himself,
     other individual(s),  partnerships,  corporations,  joint ventures,  or any
     other entity with which he is associated, shall be conclusively presumed to
     have been made by the WES, but for the violation.

          k. WES and Consultant  agree that,  should WES be granted  preliminary
     injunctive  relief for alleged  violation of Consultant of the  Restrictive
     Covenant,  an injunction bond of no more than $2,500.00 shall be sufficient
     to indemnify the  Consultant  for any costs or damages that he or she might
     incur if the court determines that the Consultant was wrongfully enjoined.

          l.  Consultant   agrees  that  any  failure  of  WES  to  enforce  the
     Restrictive  Covenant against any other Consultant,  for any reason,  shall
     not constitute a defense to enforcement of the Restrictive Covenant.

     Section 8 - Restrictive  Covenant-Remedies  - WES and Consultant agree that
in the  event of a  breach  of the  Restrictive  Covenant,  such a breach  would
irreparably injure WES and would leave it with no adequate remedy at law, and if
legal  proceedings  should have to be brought by WES to enforce the  Restrictive
Covenant, WES shall be entitled to all available civil remedies, including:

          a. Temporary  and  permanent   injunctive   relief   restraining  the
     Consultant from violating,  directly or indirectly, the restrictions of the
     Restrictive  Covenant in any capacity  identified in Section 7, supra,  and
     restricting  third  parties from aiding and abetting any  violations of the
     Restrictive Covenant.

          b. Attorney's fees in arbitration, trial and appellate courts.

          c. Costs and  expenses  of  investigation  and  litigation,  including
     expert fees, deposition costs, bond premiums, and other costs and expenses.

          d. Nothing in this  Agreement  shall be construed as  prohibiting  WES
     from  pursuing  any other legal or equitable  remedies  available to it for
     breach or threatened breach of the Restrictive Covenant.

     Section 9 -  Confidentiality  Agreement - Consultant agrees to the terms of
the Confidentiality  Agreement attached hereto as Addendum A and has signed that
Agreement. Consultant further acknowledges that WES owns, and neither Consultant
nor its principal  acquires any proprietary  interest in, WES product design and
performance data, client files, client lists,  know-how,  business  information,
discoveries,  inventions or improvements that Consultant  develops while engaged
by WES and agrees that Consultant  will provide all such  information to WES for
WES to seek appropriate protection.

          a.  Consultant  also  acknowledges  that the WES's product  design and
     performance  information  and its  customer/client  list  maintained on the
     WES's database and in the WES's files was compiled by the WES's expenditure
     of a great  amount of time,  money  and  effort  and that such  information
     contains  sufficient  detail that could not be created  independently  from
     public  sources.  Accordingly,  Consultant  agrees  that the WES's  product
     design and performance  information and customer/client  list constitutes a
     "trade secret" and is subject to protection under the Florida Uniform Trade
     Secrets Act.

          b. Consultant agrees that upon termination of the engagement,  whether
     termination is by the WES, with or without  cause,  or for any other reason
     whatsoever,  or by the Consultant,  Consultant shall return all copies,  in
     whatever  form,  including hard copies and computer  disks,  of WES product
     design and  performance  information and such  customer/client  list to the
     WES,  and  Consultant  shall  delete  any copy of WES  product  design  and
     performance  information and the customer/client  list on any computer file
     or database  maintained  by  Consultant.  Further,  Consultant  agrees that
     unauthorized retention of any such copies shall constitute "civil theft" as
     such term is defined in Chapter 772 of the Florida Statutes.

          c.  Consultant  also  agrees  that  Consultant  shall not, at any time
     following  termination  of engagement,  whether  termination is by the WES,
     with  or  without  cause,  wrongful  discharge,  or for  any  other  reason
     whatsoever,  or by the  Consultant,  use or disclose WES product design and
     performance  information  or the WES's  customer/client  list,  directly or
     indirectly,  for  himself  or  herself,  or  on  behalf  of  others,  as an
     individual on Consultant's  own account,  or as a partner,  joint venturer,
     Consultant,  agent, salesman,  contractor,  officer, director or otherwise,
     for any person, partnership, firm, corporation, or other entity.

     Section 10 - Importance of Certain  Clauses - Consultant and WES state that
the Restrictive  Covenant and Confidentiality  Agreement  incorporated into this
contract are material  terms of this  contract  and all parties  understand  the
importance of such provisions to the ongoing  business of WES. As such,  because
WES's continued  business and viability depend on the protection of such secrets
and  non-competition,  these clauses are  interpreted by the parties to have the
widest and most expansive  applicability as may be allowed by law and Consultant
understands and acknowledges his or her understanding of same.

     Section 11 -  Consideration - Consultant  acknowledges  and agrees that the
engagement  contemplated  by this  Agreement  and the  execution  by WES of this
Agreement  constitute full, adequate and sufficient  consideration to Consultant
for the Consultant's duties, obligations and covenants under this Agreement.

     Section  12  -  Indebtedness  -  If,  during  the  course  of  Consultant's
engagement  under this  Agreement,  Consultant  becomes  indebted to WES for any
reason, WES may, if it so elects, set off any sum due to WES from Consultant and
collect from Consultant any remaining balance.

     Section 13 - The  Consultant  Shall not Contract  for WES - The  Consultant
shall not have the right to make any contracts or  commitments  for or on behalf
of the WES without first obtaining the express consent of the WES.

     Section  14 -  Indemnity  -  Consultant  shall  indemnify  WES and hold WES
harmless for any and all damages,  liabilities,  settlements,  costs, judgments,
arbitration  awards,  administrative  fines and attorneys  fees arising from any
acts,  omissions or decisions made by Consultant while  performing  services for
WES, where such acts and/or decisions are determined by arbitrators,  a court or
jury to be  fraudulent,  negligent,  and/or to  constitute a breach of fiduciary
duty or in the event WES, in the exercise of its business  judgment,  determines
to settle any claim made by any  individual  against the Company  regarding  the
conduct  of  Consultant.  Any  amount  due and owing to the  Company  under this
paragraph  may  be  collected  at  the  Company's  discretion  from  outstanding
compensation otherwise payable to Consultant.

     Section 15 - Effect of Partial  Invalidity - The  invalidity of any portion
of this Agreement shall not affect the validity of any other  provision.  In the
event that any  provision of this  Agreement is held to be invalid,  the Parties
agree that the remaining provisions shall remain in full force and effect.

     Section  16 - Entire  Agreement  - This  Agreement  reflects  the  complete
agreement between the Parties and shall supersede all other  agreements,  either
oral or written,  between the  Parties.  The Parties  stipulate  that neither of
them, nor any person acting on their behalf has made any representations  except
as are  specifically  set  forth  in this  Agreement  and  each  of the  Parties
acknowledges  that they have not  relied  upon any  representation  of any third
Party in executing this Agreement,  but rather have relied  exclusively on their
own judgment in entering into this Agreement.

     Section 17 - Assignment - WES may sell, assign or transfer its interest and
rights  under this  Agreement  at its sole  discretion  and without  approval of
Consultant.  All rights and entitlements arising from this Agreement,  including
but not limited to those  protective  covenants  and  prohibitions  set forth in
paragraph 7 herein,  shall inure to the  benefit of any  purchaser,  assignor or
transferee of this  Agreement and shall continue to be enforceable to the extent
allowable  under  applicable  law.  Neither this  Agreement,  nor the employment
status  conferred with its execution is assignable or subject to transfer in any
manner by Consultant.

     Section  18  -  Notices  -  All  notices,  requests,   demands,  and  other
communications shall be in writing and shall be given by registered or certified
mail, postage prepaid, to the address shown on the first page of this Agreement,
or to such subsequent addresses as the parties shall so designate in writing.

     Section 19 - Remedies  - If any  action at law,  equity or in  arbitration,
including an action for declaratory  relief,  is brought to enforce or interpret
the  provisions  of this  Agreement,  WES  shall  be  entitled  to  recover  its
reasonable attorneys' fees and costs from Consultant.

     Section 20 -  Amendment/Waiver  - No  waiver,  modification,  amendment  or
change  of  any  term  of  this  Agreement  shall  be  effective  unless  it  is
memorialized in a writing signed by both parties. No waiver by WES of any breach
or  threatened  breach of this  Agreement  shall be construed as a waiver of any
subsequent breach.

     Section 21 - Governing Law, Venue and Jurisdiction - This Agreement and all
transactions contemplated by this Agreement shall be governed by, construed, and
enforced in accordance  with the Laws of the State of Florida  without regard to
any conflicts of laws, statutes,  rules,  regulations or ordinances.  Consultant
consents to  personal  jurisdiction  and venue in the  Circuit  Court in and for
Pinellas  County,  Florida  regarding any action arising under the terms of this
Agreement and any and all other disputes between with WES.

     Section 22-  Arbitration-  Any and all  controversies  and disputes between
Consultant  and WES arising from this  Agreement  or regarding  any other matter
whatsoever  shall be submitted to  arbitration  before the American  Arbitration
Association,  utilizing its Commercial  Rules.  Any  arbitration  action brought
pursuant to this  section  shall be heard in St.  Petersburg,  Pinellas  County,
Florida.  The  Circuit  Court in and for  Pinellas  County,  Florida  shall have
concurrent  jurisdiction  with any arbitration panel for the purpose of entering
temporary and permanent injunctive relief.

     Section 23 - Headings - The titles to the  paragraphs of this Agreement are
solely for the  convenience  of the  parties and shall not affect in any way the
meaning or interpretation of this Agreement.

     Section 24 - Term - This Agreement  shall commence on the date of execution
identified  below and shall  remain in force and effect  until  March 31,  2008,
unless terminated before such time by one of the Parties hereto. In the event of
termination prior to the expiration  hereunder,  all compensation  identified in
this Agreement shall cease to be due and owing by WES.

     Section 25 -  Miscellaneous  Terms - The parties to this Agreement  declare
and represent that:

          a. They have read and understand this Agreement;

          b. They have been given the opportunity to consult with an attorney if
     they so desire;

          c. They intend to be legally  bound by the  promises set forth in this
     Agreement and enter into it freely, without duress or coercion;

          d. They  have  retained  signed  copies  of this  Agreement  for their
     records; and

          e. The rights,  responsibilities and duties of the parties hereto, and
     the covenants and agreements  contained herein,  shall continue to bind the
     parties and shall  continue  in full force and effect  until each and every
     obligation of the parties under this Agreement has been performed.

     IN WITNESS  WHEREOF,  the parties have executed this Agreement on this 31st
day of January, 2006.

WORLD ENERGY SOLUTIONS, INC.

/s/ Benjamin C. Croxton                       /s/ Robert J. Depalo
------------------------------                ----------------------------------
Benjamin C. Croxton,                          Robert J. Depalo, Consultant
Chief Executive Officer