SERVICES AGREEMENT

     This Business Consulting and Services Agreement  (hereinafter  "Agreement")
is made and entered into this 20th day of January,  2006,  by and between  World
Energy  Solutions,  Inc., a Florida  corporation,  having its principal place of
business at 3900-A 31st Street  North,  St.  Petersburg,  FL 33714  (hereinafter
"Principal") and Nancy W. Hunt, Esquire (hereinafter "Consultant").

                                    RECITALS

     WHEREAS,  Consultant is in the business of providing corporate advisory and
business  consulting  services  with  respect to real  estate  acquisitions  and
desires  to  provide  such  services  to  Principal  pursuant  to the  terms and
conditions of this Agreement; and

     WHEREAS,  the Consultant  wishes to provide the Principal  with  consulting
services as described below; and

     WHEREAS,  Principal desires to engage the services of Consultant to perform
such business  consulting and advisory services as set forth herein below, is in
need of such services,  and is able to pay for same, in furtherance of expanding
and developing Principal's business.

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth  herein,  and for other good and valid  consideration,  the  adequacy  and
receipt of which is hereby  acknowledged,  the parties agree to be legally bound
as follows:

     1.  Recitals.  The recitals  set forth above are true and correct,  and are
incorporated herein by reference.

     2. Engagement. Principal hereby engages Consultant to render the consulting
and advisory  services set forth in  Paragraph 3 of this  Agreement.  Consultant
hereby  accepts the engagement and agrees to use its best efforts to perform the
duties and services on behalf of Principal.

     3. Nature of Services and Duties.  Consultant shall make herself  available
to consult with Principal  concerning the location and  acquisition of desirable
real estate and/or  office space for the  relocation  of  Principal's  corporate
headquarters and in furtherance 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.  Consultant  shall provide  services in an ongoing
manner in the following business areas:

          a. Financial and consulting  advice with respect to an analysis of the
     ongoing  business of the Principal  that relate to real estate  acquisition
     and title issues;

<PAGE>
          b.  Assistance  to the  Principal  in  negotiation  of the  terms  and
     conditions  of any  necessary  real estate  agreements,  including  but not
     limited to  matters  involving  brokering  arrangements  if any,  strategic
     planning, development of mergers, affiliations,  conglomerations, and other
     such business  ventures as may be contemplated  between Principal and other
     entities; and

          c. Submit to the Principal,  when  requested,  written  reports of the
     status of Consultant's efforts under this Agreement;

     4. Representations of Principal.

          a. This Agreement has been duly authorized, and executed by Principal.
     This  Agreement  constitutes  the valid,  legal and binding  obligation  of
     Principal,  enforceable in accordance  with its terms,  except as rights to
     indemnity   hereunder  may  be  limited  by  applicable  federal  or  state
     securities laws, except in each case as such  enforceability may be limited
     by  bankruptcy,  insolvency,   reorganization  or  similar  laws  affecting
     creditor's rights generally;

          b. The consummation of the transactions  contemplated  hereby will not
     result in any breach of the terms,  or conditions,  or constitute a default
     under any agreement,  or other instrument to which Principal is a party, or
     violate  any order,  applicable  to  Principal,  of any court or federal or
     state regulatory body, or  administrative  agency having  jurisdiction over
     Principal, or over any of its property;

          c. Principal agrees to provide Consultant such financial, business and
     other material and information  about  Principal,  its products,  services,
     contracts, litigation, patents, trademarks and other business matters which
     Consultant  may request and any  additional  information  which  Consultant
     considers to be important material for the completion of this Agreement;

          d.  Principal will  cooperate  fully with  Consultant in executing the
     responsibilities  required  under this  Agreement  so that  Consultant  may
     fulfill its responsibilities in a timely manner;

          e.  Principal is a corporation  duly  organized and existing under the
     laws of the State of Florida and is in good standing with the  jurisdiction
     of its incorporation and in each state where it is required to be qualified
     to do business;

     5. Representations by Consultant.

          a. Consultant represents,  warrants and covenants that Consultant will
     cooperate  in  a  prompt  and  professional  manner  with  Principal,   its
     attorneys, accountants and agents in the performance of this Agreement;

          b. This Agreement has been duly authorized,  executed and delivered by
     Consultant.  This  Agreement  constitutes  the  valid,  legal  and  binding
     obligation of Consultant,  enforceable in accordance with its terms, except
     as rights to indemnity  hereunder may be limited by  applicable  federal or
     state securities laws, and except as such  enforceability may be limited by
     bankruptcy, insolvency, reorganization or similar laws affecting creditor's
     rights generally; and

          c. The Consultant has the resources, time and personnel to provide the
     consulting services required hereunder on a timely basis.

     6. Term of the Agreement.

          a. General. This Agreement, including all of its terms and conditions,
     shall be in full  force  and  effect  as of the  date  hereof  through  and
     including  that period  which ends twelve (12) full months from the date of
     this Agreement.  The Principal and the Consultant shall each have the right
     to terminate this Agreement in the event of the bankruptcy,  insolvency, or
     assignment for the benefit of creditors of the other party.

          b.  Termination by Consultant.  The Consultant shall have the right to
     terminate this Agreement if the Principal is in breach of the terms of this
     Agreement,   including   without   limitation  its   responsibilities   for
     compensation  to the  Consultant  as set  forth  in  this  Agreement  after
     Consultant  provides  written  notice  to  Principal  of  such  breach  and
     Principal fails to cure such breach within fifteen (15) days of its receipt
     of such notice or, if such breach is not reasonably curable in fifteen (15)
     days, has not exercised diligent and good faith efforts to cure such breach
     within said fifteen (15) day period.

          c.  Termination  by Principal.  The Principal  shall have the right to
     terminate  this  Agreement if the  Consultant  is in breach of the terms of
     this Agreement  after Principal  provides  written notice of such breach to
     Consultant  and  Consultant  fails to cure such breach within  fifteen (15)
     days of its  receipt of such  notice or, if such  breach is not  reasonably
     curable in fifteen  (15) days,  has not  exercised  diligent and good faith
     efforts to cure such breach within said fifteen (15) day period.

          d. Payment of Compensation  Upon  Termination.  The obligations of the
     Principal  to pay unpaid  compensation  (such as under  Section 9.b) to the
     Consultant,  as the case may be, shall  survive any  termination  for cause
     attributable to Principal or upon  expiration of this Agreement.  Principal
     shall  have  no  obligation  to  pay  any  unpaid  compensation   following
     termination by Principal as a result of an uncured breach by Consultant.

     7. Costs,  Expenses and  Assistance of Consultant.  Consultant,  subject to
approval in writing of the Principal,  where necessary and reasonable,  may seek
out and utilize the  assistance  and services of other  persons,  companies,  or
firms to  properly  perform  the  duties  and  obligations  required  under this
Agreement,  and  Consultant  shall be directly  reimbursed by Principal for such
assistance.  Notwithstanding  the  above,  all  costs  and  expenses  reasonably
incurred by  Consultant in pursuit of services  provided to Principal  hereunder
shall be approved by Principal and shall be chargeable directly to Principal via
monthly  invoices of  Consultant.  No individual  cost item in the amount of One
Hundred and 00/100 ($100.00) or greater shall be incurred by Consultant  without
prior  consent of  Principal,  and in no event  shall  Principal  be required to
reimburse  Consultant for any such cost item that has not been  pre-approved  by
Principal.

     8. Compensation to Consultant.

          a. Consulting Fee. In consideration  for the efforts of the Consultant
     on behalf of the  Principal,  the  Principal  shall tender to  Consultant a
     consulting fee consisting of 100,000 shares of Principal's  common stock to
     be registered with the United States Securities and Exchange  Commission on
     Form  S-8.  Thereafter,   Principal  shall  pay  to  Consultant,   as  cash
     compensation for all such services  provided pursuant to Paragraph 3 herein
     above,  and for  other  services  reasonably  related  to such  matters  as
     authorized  by  Principal,  a fair  and  reasonable  compensation  for  all
     services provided.

               (i) The  parties  may agree  that on  individual  projects  it is
          advisable to  compensate  consultant on a flat-fee  basis.  Consultant
          will  be paid a  reasonable  amount  for  services  rendered,  and the
          Parties must agree, in writing, to the terms, conditions,  and amounts
          relating to any engagement on a flat-fee basis.

               (ii) With regard to the methods of  compensation  as set forth in
          paragraphs  above,  the parties shall agree,  in writing,  as to which
          method or several  methods  will be  utilized in  connection  with the
          engagement   referenced  herein  and  such  memorialization  shall  be
          appended  to this  Agreement  as such  compensation  arrangements  are
          agreed upon.

          b.  U.S.  Dollars.  Throughout  this  Agreement,  all  dollar  figures
     expressed represent United States dollars.

     9. Relationship of Parties.  The parties hereby acknowledge the Consultant
is an independent contractor of Principal and is not authorized to act on behalf
of  Principal  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  Principal to any contracts or agreements  with any third
party,  nor shall Consultant have the right or power to direct any operations of
the Principal not authorized specifically by Principal. The relationship created
by this Agreement is that of a contract for services.

     10.  Limited  Liability;  Indemnification.  With  regard to  services to be
performed  by  Consultant  pursuant to the terms of this  Agreement,  Consultant
shall not be liable to the Principal, nor to any one who may claim any right due
to any  relationship  with  the  Principal,  for any  acts or  omissions  in the
performance  of  services  on the part of the  Consultant  or on the part of the
agents or employees of the Consultant, except when said acts or omissions of the
Consultant are due to its willfulness or intentional misconduct. Principal shall
defend, indemnify and hold Consultant and her assigns,  attorneys,  accountants,
employees,  officers,  and  directors  harmless  from and  against  all  losses,
liabilities,  judgments, damages, claims, demands, actions, proceedings,  suits,
costs, and expenses,  presently or in the future,  arising from or pertaining to
the services rendered to the Principal  pursuant to this Agreement,  except when
the same shall arise due to the willful  misconduct  of culpable  negligence  of
Consultant.

     11.  Non-exclusivity of Agreement.  Principal  acknowledges and agrees that
Consultant provides ongoing consulting  services to a variety of clientele,  and
Consultant  shall not, by the terms of this  Agreement,  be bound,  prevented or
barred in anyway from  rendering  services  of the same  nature as  contemplated
herein to existing and future clientele.

     12. Waiver, Modification and Cancellation; Writing Required. This Agreement
may not be  modified,  amended or canceled  except by a mutual  agreement  by an
instrument  in  writing  duly  executed  by the  parties  hereto.  No  waiver of
compliance  with any provision or condition  hereof and no consent  provided for
herein shall be effective  unless  evidenced  by an  instrument  in writing duly
executed by the party hereto sought to be charged with such waiver or consent.

     13.  Severability.  The  invalidity or  unenforceability  of any particular
provisions hereof shall not affect the remaining  portions or provisions of this
Agreement,  and this  Agreement  shall be  construed  in all respects as if such
invalid or unenforceable provision were omitted.
<PAGE>

     14.  Attorneys  Fees.  In the event it becomes  necessary  for either party
herein to seek legal means to interpret or enforce the terms of this  Agreement,
the  non-prevailing  party  shall be  liable  to the  prevailing  party  for all
reasonable attorney fees, attorney fees on appeal,  travel expenses,  deposition
costs,  expert witness expenses and fees, and any other costs of whatever nature
and  reason  necessarily  incurred  by  the  prevailing  party  incident  to the
prosecution  or  defense of any action  arising  from or related to the  subject
matter of this  Agreement,  plus costs in all  proceedings,  trials and appeals.
Notwithstanding  the  preceding  sentence,  and in no way  limiting the scope or
application  of same,  Principal  shall be  liable to  Consultant  for any fees,
Attorney fees,  costs, and related expenses incurred as a result of Consultant's
collection  activities  concerning  compensation  due and owing  pursuant to the
terms of this Agreement, whether or not litigation is initiated.

     15.   Governing  Law  and  Venue.   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.  The Parties agree that
venue regarding any and all disputes arising from this Agreement and any and all
other disputes  between the Parties shall be in the United States District Court
for the Middle  District of Florida,  Tampa Division or the Circuit Court in and
for Pinellas County,  Florida,  St. Petersburg  Division and the Parties consent
and voluntarily submit to personal jurisdiction of such courts over them.

     16.  Arbitration.  Notwithstanding  the  foregoing  venue and  jurisdiction
provisions,  the  Parties  agree  that any and all  controversies  and  disputes
between  them,  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 United States  District Court for the Middle  District of Florida,
Tampa Division and the Circuit Court in and for Pinellas  County,  Florida,  St.
Petersburg  Division,  shall have concurrent  jurisdiction  with any arbitration
panel for the purpose of entering temporary and permanent injunctive relief.

     17. Entire  Agreement.  This  Agreement  contains the entire  understanding
between the parties hereto with respect to the matters  contemplated hereby, and
this Agreement  supercedes any and all prior understandings and written and oral
agreements between the parties with respect to the subject matter hereof.

     18. Binding  Effect;  Successors  and/or  Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the respective parties hereto and
any  successors,  grantees  and/or  assigns,  whether  resulting  from a merger,
acquisition,  recapitalization,  asset  purchase or otherwise,  and the parties'
legal representatives and affiliates.  This Agreement shall not be assignable by
either party hereto without the prior written consent of the other.

     19.  Authority to Enter into  Agreement.  The  individuals  executing  this
Agreement on behalf of Principal  and  Consultant  represent  that they are duly
authorized by their respective  entities to enter into said Agreement,  and that
their acts are binding upon the entities which they represent.

     20. Notices.  Any notice,  request,  demand, or other  communication  given
pursuant to the terms of this Agreement shall be deemed given upon delivery,  if
hand  delivered or sent via  facsimile,  or forty eight (48) hours after deposit
with a courier for overnight  delivery,  correctly addressed to the addresses of
the  parties  indicated  below or at such other  address as such party  shall in
writing have advised the other party.

If to the Principal:

       Benjamin C. Croxton, President           Copy to:
       World Energy  Solutions,  Inc.           Clifford J. Hunt, Esquire
       3900-A 31st Street North                 Kiefner & Hunt, P.A.
       St. Petersburg, FL 33714                 146 Second Street North, Ste 300
       (727) 525-5552                           St. Petersburg, FL 33701
       (727) 526-2990 (fax)

If to Consultant:

       Ms. Nancy W. Hunt                        Copy to:
       5415 Bates Street
       Seminole, FL 33772
       Telephone: (727) 688-7373


     21.  Nondisclosure.  Unless  directed by a government  agency,  responsible
regulatory agency, or a court of competent  jurisdiction over the parties,  each
party hereto  agrees to keep the terms of this  Agreement  and the  transactions
contemplated  hereby as confidential  and shall not disclose such information to
any third party,  other than  professional  advisors  utilized to negotiate  and
consummate the transactions  contemplated  hereby.  Consultant further agrees to
keep  the  proprietary   business   information  and/or  confidential   business
information of the Principal  confidential,  including,  but not limited to, its
customer and  prospective  customer  list, its vendors,  strategic  partners and
business  alliances  and  not  to  disclose,  use  or  allow  the  use  of  such
information, without the prior written consent of the Principal.

     22. Captions.  The captions in this Agreement are inserted only as a matter
of  convenience  and for  reference  and shall not be deemed to  define,  limit,
enlarge,  or describe  the scope of this  Agreement or the  relationship  of the
parties,  and  shall  not  affect  this  Agreement  or the  construction  of any
provisions herein.

     23.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts  and via  facsimile  signatures,  each of which  shall be deemed an
original,  but  all  of  which  shall  together  constitute  one  and  the  same
instrument.


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first set forth above.

                                      WORLD ENERGY SOLUTIONS, INC.

                                      /s/ Benjamin C. Croxton
                                      ------------------------------------------
                                      Benjamin C. Croxton, President

                                      /s/ Nancy W. Hunt
                                      ------------------------------------------
                                      Nancy W. Hunt, Esquire