CONSULTING AGREEMENT

DATE:             January 31, 2006

PARTIES:          DAN WITHERSPOON (the "Consultant")

                  WORLD ENERGY SOLUTIONS, INC.
                  a Florida corporation (the "Company")

AGREEMENTS:

SECTION 1.  RETENTION OF CONSULTANT

     1.1 Effective Date.  Effective  January 31, 2006 (the "Effective Date") the
Company shall retain the Consultant as an independent contractor consultant, and
the Consultant hereby accepts such consulting  relationship,  upon the terms and
conditions set forth in this Agreement.

     1.2 Services.  The  Consultant  agrees to serve the Company as a consultant
regarding  the  Company's  marketing  program for a period of one (1) year.  The
Consultant  shall perform and discharge well and faithfully for the Company such
consulting  services during the term of this Agreement as may be assigned to the
Consultant from time to time by the President of the Company.

SECTION 2.  COMPENSATION

     2.1 Consulting Fee and Expense Reimbursement.  In full satisfaction for any
and all  consulting  services  rendered by the  Consultant for the Company under
this  Agreement,  the Company  shall pay the  Consultant  a  consulting  fee and
retainer of 50,000  shares of the  Company's  common  stock.  All shares  issued
hereunder  shall be  registered  at the expense of the Company  pursuant to Form
S-8.

     2.2 Other  Compensation  and  Fringe  Benefits.  The  Consultant  shall not
receive any other  compensation  from the Company or  participate  in or receive
benefits under any of the Company's  employee fringe benefit programs or receive
any other fringe benefits from the Company on account of the consulting services
to be provided to the Company under this Agreement, including without limitation
health,  disability,  life insurance,  retirement,  pension,  and profit sharing
benefits.

     2.3 Time Records and Reports.  The  Consultant  shall prepare  accurate and
complete  records  of the  Consultant's  services  for the  Company  under  this
Agreement and agrees to submit records on a monthly basis to the Company,  along
with such other  documentation of the services performed under this Agreement as
reasonably requested by the Company.

SECTION 3.  NATURE OF RELATIONSHIP; EXPENSES

     3.1 Independent  Contractor.  It is agreed that the Consultant  shall be an
independent contractor and shall not be the employee,  servant,  agent, partner,
or  joint  venturer  of the  Company,  or any of  its  officers,  directors,  or
employees.  The Consultant  shall not have the right to or be entitled to any of
the employee benefits of the Company or its subsidiaries.  The Consultant has no
authority to assume or create any  obligation or liability,  express or implied,
on the  Company's  behalf or in its name or to bind the  Company  in any  manner
whatsoever.

     3.2  Insurance  and  Taxes.  The  Consultant  agrees  to  arrange  for  the
Consultant's  own  liability,  disability,  health,  and  workers'  compensation
insurance,  and  that of the  Consultant's  employees,  if any.  The  Consultant
further  agrees  to be  responsible  for the  Consultant's  own tax  obligations
accruing as a result of payments for services rendered under this Agreement,  as
well as for the tax  withholding  obligations  with respect to the  Consultant's
employees,  if any. It is expressly understood and agreed by the Consultant that
should the Company for any reason incur tax liability or charges whatsoever as a
result of not making any  withholdings  from  payments for  services  under this
Agreement, the Consultant will reimburse and indemnify the Company for the same.

     3.3 Equipment, Tools, Employees and Overhead. The Consultant shall provide,
at the Consultant's  expense, all equipment and tools needed to provide services
under this  Agreement,  including  the salaries of and benefits  provided to any
employees of the Consultant. Except as otherwise provided in this Agreement, the
Consultant shall be responsible for all of the  Consultant's  overhead costs and
expenses.

     3.4 Expenses. Unless specifically otherwise agreed in writing, all expenses
will be borne by Consultant.

SECTION 4.  TERM

     4.1 Initial Term;  Renewal.  Unless  otherwise  terminated  pursuant to the
provisions  of Section 4.2, the  consulting  relationship  under this  Agreement
shall  commence on the Effective Date and continue in effect for a period of one
(1)  year  (the  "Initial  Term").   Thereafter,  the  term  of  the  consulting
relationship  under this  Agreement  shall be extended for  successive  one-year
periods subject to either party's right to terminate the consulting relationship
at the end of the  Initial  Term or on any  subsequent  anniversary  thereof  by
giving the other party at least 10 days'  written  notice prior to the effective
date of such termination.

     4.2 Early Termination. The consulting relationship under this Agreement may
be  terminated  prior to the end of the Initial  Term or any renewal term by the
death of the  Consultant,  the  disability  of the  Consultant  resulting in the
inability of the  Consultant to perform the  consulting  service,  or by written
notice from the Company  that,  in the  Company's  sole  determination:  (a) the
Consultant has refused, failed, or is unable to render consulting services under
this Agreement;  (b) the Consultant has breached any of the  Consultant's  other
obligations  under  this  Agreement;  or (c) the  Consultant  has  engaged or is
engaging in conduct that in the Company's sole  determination  is detrimental to
the Company. If the consulting relationship is terminated for any of the reasons
set  forth  in the  preceding  sentence,  the  right  of the  Consultant  to the
compensation set forth in Section 2 of this Agreement shall cease on the date of
such  termination,  and the  Company  shall  have no further  obligation  to the
Consultant under any of the provisions of this Agreement.

     4.3 Effect of Termination. Termination of the consulting relationship shall
not affect the  provisions  of Sections 5, 6, 7, and 8, which  provisions  shall
survive any termination in accordance with their terms.

SECTION 5.  DISCLOSURE OF INFORMATION

     The Consultant  acknowledges  that the Company's trade secrets,  private or
secret  processes as they exist from time to time,  and  information  concerning
products, developments,  manufacturing techniques, new product plans, equipment,
inventions,   discoveries,  patent  applications,  ideas,  designs,  engineering
drawings,  sketches,  renderings,  other drawings,  manufacturing and test data,
computer  programs,   progress  reports,   materials,   costs,   specifications,
processes,  methods, research,  procurement and sales activities and procedures,
promotion  and pricing  techniques,  and credit and  financial  data  concerning
customers of the Company and its subsidiaries,  as well as information  relating
to the management,  operation,  or planning of the Company and its  subsidiaries
(the "Proprietary Information") are valuable,  special, and unique assets of the
Company and its subsidiaries,  access to and knowledge of which may be essential
to the performance of the Consultant's duties under this Agreement.  In light of
the highly  competitive  nature of the  industry  in which the  Company  and its
subsidiaries   conduct  their   businesses,   the  Consultant  agrees  that  all
Proprietary   Information  obtained  by  the  Consultant  as  a  result  of  the
Consultant's  relationship  with  the  Company  and its  subsidiaries  shall  be
considered confidential. In recognition of this fact, the Consultant agrees that
the Consultant will not, during and after the Consulting Period, disclose any of
such  Proprietary  Information to any person or entity for any reason or purpose
whatsoever,  and the Consultant will not make use of any Proprietary Information
for the  Consultant's  own  purposes or for the  benefit of any other  person or
entity (except the Company and its subsidiaries) under any circumstances.

SECTION 6.  NONCOMPETITION AGREEMENT

     In  order  to  further  protect  the  confidentiality  of  the  Proprietary
Information  and  in  recognition  of  the  highly  competitive  nature  of  the
industries in which the Company and its subsidiaries  conduct their  businesses,
and for the  consideration  set forth herein,  the Consultant  further agrees as
follows:

     6.1 Restriction on Competition. During and for the period commencing on the
Effective  Date and  ending  on the date on which  the  Consultant's  consulting
relationship  with the Company  terminates,  the Consultant will not directly or
indirectly engage in any Business Activities  (hereinafter defined),  other than
on behalf of the Company or its  subsidiaries,  whether such engagement is as an
officer,  director,  proprietor,  employee,  partner,  investor (other than as a
holder of less than 1% of the  outstanding  capital  stock of a  publicly-traded
corporation),   consultant,   advisor,  agent,  or  other  participant,  in  any
geographic  area in  which  the  products  or  services  of the  Company  or its
subsidiaries  have  been  distributed  or  provided  during  the  period  of the
Consultant's  consulting  relationship  with the  Company.  For purposes of this
Agreement,  the term "Business  Activities" shall mean any business in which the
Company is actively  engaged as of the  termination of this  Agreement  together
with all other  activities  engaged in by the Company or any of its subsidiaries
at any time during the Consultant's  consulting  relationship  with the Company,
and  activities  in any way  related  to  activities  with  respect to which the
Consultant renders consulting services under this Agreement.

     6.2  Dealings  with  Customers  of the  Company.  During and for the period
commencing  on  the  Effective  Date  and  ending  on  the  date  on  which  the
Consultant's consulting relationship with the Company terminates, the Consultant
will not directly or indirectly engage in any of the Business  Activities (other
than on behalf of the  Company or its  subsidiaries)  by  supplying  products or
providing  services to any  customer  with whom the Company or its  subsidiaries
have done any  business  during the  consulting  relationship  with the Company,
whether as an officer, director, proprietor,  employee, partner, investor (other
than as a holder of less than one percent (1%) of the outstanding  capital stock
of  a  publicly  traded  corporation),  consultant,  advisor,  agent,  or  other
participant.

     6.3  Assistance  to Others.  During and for the  period  commencing  on the
Effective  Date and  ending  on the date on which  the  Consultant's  consulting
relationship  with the Company  terminates,  the Consultant will not directly or
indirectly  assist  others in engaging in any of the Business  Activities in any
manner prohibited to the Consultant under this Agreement.

     6.4  Company's  Employees.  During  and for the  period  commencing  on the
Effective  Date and  ending  on the date on which  the  Consultant's  consulting
relationship  with the Company  terminates,  the Consultant will not directly or
indirectly  induce  employees  of the  Company  or any  of its  subsidiaries  or
affiliates to engage in any activity  hereby  prohibited to the Consultant or to
terminate their employment.

SECTION 7.  INTERPRETATION

     It is expressly  understood and agreed that although the Consultant and the
Company  consider  the  restrictions  contained  in  Sections  5 and  6 of  this
Agreement  reasonable  for the purpose of preserving  the goodwill,  proprietary
rights, and going concern value of the Company and its subsidiaries,  if a final
judicial  determination is made by a court having  jurisdiction that the time or
territory  or  any  other  restriction  contained  in  Sections  5  and  6 is an
unenforceable restriction on the activities of the Consultant, the provisions of
such restriction shall not be rendered void but shall be deemed amended to apply
as to such maximum time and territory and to such other extent as such court may
judicially determine or indicate to be reasonable.  Alternatively,  if the court
referred to above finds that any  restriction  contained  in Sections 5 and 6 or
any remedy  provided in Section 9 of this Agreement is  unenforceable,  and such
restriction  or remedy  cannot be  amended  so as to make it  enforceable,  such
finding  shall not affect the  enforceability  of any of the other  restrictions
contained  in this  Agreement  or the  availability  of any  other  remedy.  The
provisions of Sections 5 and 6 shall in no respect limit or otherwise affect the
obligations of the Consultant under other agreements with the Company.

SECTION 8.  DESIGNS, INVENTIONS, PATENTS AND COPYRIGHTS

     8.1 Intellectual Property.  The Consultant shall promptly disclose,  grant,
and assign to the  Company  for its sole use and  benefit  any and all  designs,
inventions,  improvements,  technical information,  know-how and technology, and
suggestions  relating  in  any  way  to  the  products  of  the  Company  or its
subsidiaries  or capable of  beneficial  use by  customers  to whom  products or
services  of the  Company or its  subsidiaries  are sold or  provided,  that the
Consultant may conceive,  develop, or acquire during the Consultant's consulting
relationship  with the Company or its subsidiaries  (whether or not during usual
working  hours),  together  with all  copyrights,  trademarks,  design  patents,
patents, and applications for copyrights,  trademarks,  design patents, patents,
divisions of pending patent  applications,  applications  for reissue of patents
and specific  assignments of such  applications  that may at any time be granted
for or upon any such designs, inventions,  improvements,  technical information,
know-how, or technology (the "Intellectual Property").

     8.2  Assignments  and  Assistance.  In  connection  with the  rights of the
Company to the Intellectual  Property, the Consultant shall promptly execute and
deliver such applications,  assignments,  descriptions, and other instruments as
may be  necessary or proper in the opinion of the Company to vest in the Company
title to the  Intellectual  Property  and to enable  the  Company  to obtain and
maintain the entire right and title to the Intellectual  Property throughout the
world.  The  Consultant  shall  also  render to the  Company,  at the  Company's
expense,  such  assistance  as the  Company may  require in the  prosecution  of
applications for said patents or reissues thereof, in the prosecution or defense
of  interferences  which may be declared  involving any of said  applications or
patents,  and in any litigation in which the Company or its  subsidiaries may be
involved relating to the Intellectual Property.

     8.3 Copyrights. The Consultant agrees to, and hereby grants to the Company,
title to all copyrightable material first designed, produced, or composed in the
course of or pursuant to the  performance  of work under this  Agreement,  which
material  shall be deemed  "works made for hire" under Title 17,  United  States
Code, Section 1.01 of the Copyright Act of 1976. The Consultant hereby grants to
the Company a royalty-free,  nonexclusive, and irrevocable license to reproduce,
translate,  publish,  use, and dispose of, and to authorize others so to do, any
and all  copyrighted or  copyrightable  material  created by the Consultant as a
result of work performed under this Agreement but not first produced or composed
by the  Consultant  in the  performance  of this  Agreement,  provided  that the
license granted by this paragraph shall be only to the extent the Consultant now
has, or prior to the  completion of work under this Agreement or under any later
agreements  with the Company or its  subsidiaries  relating to similar  work may
acquire, the right to grant such licenses without the Company becoming liable to
pay compensation to others solely because of such grant.

SECTION 9.  REMEDIES

     The Consultant acknowledges and agrees that the Company's remedy at law for
a breach or threatened  breach of any of the  provisions of Sections 5, 6, and 8
of this Agreement  would be inadequate  and, in recognition of this fact, in the
event  of a  breach  or  threatened  breach  by  the  Consultant  of  any of the
provisions of Sections 5, 6, and 8, the  Consultant  agrees that, in addition to
its remedy at law, at the Company's  option,  all rights of the Consultant under
this  Agreement may be  terminated,  and the Company  shall be entitled  without
posting any bond to obtain,  and the  Consultant  agrees not to oppose a request
for, equitable relief in the form of specific performance, temporary restraining
order,  temporary or permanent  injunction,  or any other equitable remedy which
may then be  available.  The  Consultant  acknowledges  that the  granting  of a
temporary injunction, temporary restraining order or permanent injunction merely
prohibiting the use of Proprietary  Information  would not be an adequate remedy
upon breach or threatened  breach of Sections 5 and 6, and  consequently  agrees
upon any such breach or threatened  breach to the granting of injunctive  relief
prohibiting the design, development,  manufacture, marketing or sale of products
and  providing  of  services  of the  kind  designed,  developed,  manufactured,
marketed, sold or provided by the Company or its subsidiaries during the term of
the Consultant's consulting relationship with the Company.  Nothing contained in
this Section 9 shall be construed as prohibiting  the Company from pursuing,  in
addition,  any other  remedies  available  to it for such  breach or  threatened
breach.

SECTION 10.  MISCELLANEOUS PROVISIONS

     10.1  Assignment.  This Agreement  shall not be assignable by either party,
except by the Company to any  subsidiary  or  affiliate of the Company or to any
successor in interest to the Company's business.

     10.2 Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of the heirs, personal representatives, successors, and
assigns of the parties.

     10.3 Notice. Any notice or other communication  required or permitted to be
given under this Agreement  shall be in writing and shall be mailed by certified
mail, return receipt requested, postage prepaid, addressed to the parties at the
following addresses:

                  As to Consultant:         Dan Witherspoon
                                            301 Danube Avenue # 16
                                            Tampa, FL 33606

                  As to Company:            World Energy Solutions, Inc.
                                            3900-A 31st Street, North
                                            St. Petersburg FL 33714

All  notices  and  other  communications  shall  be  deemed  to be  given at the
expiration  of three (3) days after the date of mailing.  The address of a party
to which  notices or other  communications  shall be mailed may be changed  from
time to time by giving written notice to the other party.

     10.4  Litigation  Expense.  In the event of a default under this Agreement,
the defaulting party shall reimburse the  nondefaulting  party for all costs and
expenses  reasonably  incurred by the nondefaulting party in connection with the
default,  including without  limitation  attorney's fees.  Additionally,  in the
event a suit or action is filed to enforce  this  Agreement  or with  respect to
this Agreement, the prevailing party or parties shall be reimbursed by the other
party for all costs and expenses incurred in connection with the suit or action,
including without limitation  reasonable  attorney's fees at the trial level and
on appeal.

     10.5 Waiver.  No waiver of any provision of this Agreement shall be deemed,
or shall  constitute,  a waiver of any other provision,  whether or not similar,
nor shall any waiver constitute a continuing  waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.

     10.6  Applicable  Law.  This  Agreement  shall be  governed by and shall be
construed in accordance  with the laws of the state of Florida.  Exclusive venue
for any action  arising  hereunder or in connection  herewith shall lie in state
court in Hillsborough County, Florida.

     10.7 Entire  Agreement.  This Agreement  constitutes  the entire  Agreement
between the parties  pertaining to its subject  matter,  and it  supersedes  all
prior  contemporaneous  agreements,  representations,  and understandings of the
parties.  No supplement,  modification,  or amendment of this Agreement shall be
binding unless executed in writing by all parties.

Company:                                            Consultant:

WORLD ENERGY SOLUTIONS, INC.

By: /s/ Benjamin C. Croxton                         /s/ Dan Witherspoon
-------------------------------                     ----------------------------
BENJAMIN C. CROXTON, President                      DAN WITHERSPOON