World Energy Solutions, Inc.

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between World Energy
Solutions,  Inc., a Florida corporation ("Employer" or the "Company"),  with its
principal place of business located at 3900A 31st Street North, St.  Petersburg,
Florida  33714 and Mike Prentice  ("Employee"),  and is effective as of the date
set forth below.

     The parties to this Agreement state and acknowledge as follows:

     Section 1 - Recitals - The  Employer 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.

     The Employee is willing to be employed by the Employer, and the Employer is
willing to employ the Employee,  in accordance  with the terms,  covenants,  and
conditions as set forth in 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 Employer and the Employee agree as follows:

     Section 2 - Effective Date - Employment shall begin on January 31, 2006. If
Employer has previously hired Employee,  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  Employee  misappropriating  or
misusing  confidential  information,  trade  secrets and  soliciting  clients of
Employer shall continue to be enforceable back to the original date of execution
of such other agreements.

     Section 3 -  Employment  Title and Duties - The  Employer  shall employ the
Employee in the  capacity of Chairman of the Board and  President.  The Employee
shall be  subordinate  to and report only to the Board of Directors.  The duties
associated with this employment include,  but are not limited to, presiding over
the Board of Directors, and President of the Company.

     This Agreement establishes an executive management position for the Company
whereby the Employee will exercise certain fiduciary  responsibilities on behalf
of the Company. The Employee agrees to act in directly authorizing expenditures,
executing  agreements,  negotiating  purchases or payments, or in conducting any
other  activity on behalf of the Company that involves the executive  acceptance
of liability on behalf of the Company.  Company agrees to provide  Employee with
all  necessary  tools,  equipment,  information,  and  access to  Company  data,
personnel,  facilities,  and  relationships  in order for Employee to adequately
perform the  Employee's  job duties.  The Company  agrees to provide  Errors and
Omissions  insurance for Employee during the term of this agreement once signing
authority is required.

     The Employee accepts this employment, subject to the general supervision of
and pursuant to the orders and  direction of the  Employer.  The Employee  shall
perform  such other  duties as are  customarily  performed  by one holding  such
position in other, same, or similar businesses or enterprises as that engaged in
by the  Employer.  The  Employee  shall also  render  such  other and  unrelated
services and duties as the Employer may assign from time to time.

     Section 4 - Compensation  of the Employee - The Employer  shall  compensate
Employee for Employee's services rendered under this Agreement, as follows:

          a. Base salary of three thousand dollars ($3,000) per week;

          b. All other  Company  benefits  for  employees  as  described  in the
     Company's Employee Handbook; and

          c. Issuance  of  600,000  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.

     Section 5 - Best Efforts of the  Employee - Employee  agrees to perform all
of the duties pursuant to the express and implicit terms of this contract to the
reasonable  satisfaction  of Employer.  Employee  further agrees to perform such
duties  faithfully and to the best of his/her ability,  talent,  and experience,
and spend full-time (at least forty (40) hours per week) on Employer's business.

     Section 6 - Place of Employment - Employee  shall render such duties at the
principal  place of business of  Employer  and at such other  places as Employer
shall require or as the interest,  needs,  business,  or opportunity of Employer
shall require.

     Section 7 - Restrictive Covenant -

          a. Employer  is  engaged  in the  design,  manufacture  and  sale  of
     transient  surge  suppression  devices and is a provider of other goods and
     services in the electrical  energy  conservation  and management  industry.
     Employee  expressly  covenants and agrees that during his or her employment
     and  for a  period  of  three  (3)  months  following  termination  of such
     employment,  whether  termination  is by Employer,  with or without  cause,
     wrongful  discharge,  or for any other  reason  whatsoever,  or by Employee
     (such  period  of  time  is  hereinafter  referred  to as the  "Restrictive
     Period"),  Employee  shall not,  directly  or  indirectly,  for  himself or
     herself,  or on  behalf of  others,  as an  individual  on  Employee'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 Employer  within a 200 mile  radius of any  business
     location of Employer.

          b. Without limiting the restriction of Paragraph 7(a), above, Employee
     specifically  agrees that during the  Restrictive  Period,  Paragraph  7(a)
     prohibits Employee,  in any of the capacities identified in Paragraph 7(a),
     from  soliciting  and/or  accepting  business  from  Employer's  customers.
     Employee  acknowledges  and agrees that the term  "customers"  includes any
     individual  that has purchased any product or service from Employer  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
     Employer and/or the Affiliated Entities, or that has otherwise responded to
     any advertisement disseminated by Employer and/or the Affiliated Entities.

          c. This  covenant is given and made by Employee to induce  Employer to
     employ Employee, and Employee acknowledges 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 Employee against  Employer or any Affiliated  Entity shall not
     constitute  a defense to the  enforcement  of this  covenant.  Employer 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. Employee  agrees that these  covenants are supported by legitimate
     business  interests,  including,  but not limited to: Employer'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 Employer's  unique  marketing plans,  advertising  strategy
     and/or  methodology for doing business,  business plans,  financial  plans,
     forms, training manuals and customer lists, which have been provided to the
     Employee  solely for use in  Employer's  business,  and which the  Employee
     agrees have been developed  through the  Employer'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  Employee  agrees  contain  detailed
     information that could not be independently created from public sources.

          f. Employee agrees that Employer's  legitimate business interests also
     include,  but are not limited to,  extraordinary  and specialized  training
     provided  to  Employee  by  Employer,   through,  among  other  things  and
     methodologies, the Employer's training manual, training tapes and, training
     classes.   Employee  acknowledges  and  agrees  that  he/she  has  received
     extraordinary  and  specialized  training from the Company and that without
     such extraordinary and specialized  training,  he or she would be unable to
     successfully perform the duties required under this Agreement.

          g. Employee  agrees that this  covenant is  reasonably  necessary  to
     protect the Employer'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  Employer's  assignee  or
     successor or any of the Affiliated  Entities and Employee  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 Employee violates the Restrictive  Covenant, in any capacity
     identified  herein,  any and all sales by Employee  for himself or herself,
     other individual(s),  partnership, corporation, joint venture, or any other
     entity with which he or she is associated,  shall be conclusively  presumed
     to have been made by the Employer, but for the violation.

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

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

          m. Employer  agrees that this  section  does not include  business or
     personal relationships, technologies, business strategies, developed by the
     employee prior to being employed by the company.

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

          a. Temporary and permanent  injunctive relief restraining the Employee
     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
     Employer from pursuing any other legal or equitable  remedies  available to
     it for breach or threatened breach of the Restrictive Covenant.

     Section 9 - Confidentiality Agreement - Employee agrees to the terms of the
Confidentiality  Agreement  attached  hereto as  Addendum A and has signed  that
Agreement.  Employee  further  acknowledges  that Employer  owns,  and he or she
acquires no  proprietary  interest in,  client files,  client  lists,  know-how,
business  information,  discoveries,  inventions or improvements  that he or she
develops  while in the  employment  of  Employer  and agrees that he or she will
provide all such  information  to Employer for the Employer to seek  appropriate
protection.

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

          b. Employee  agrees  that upon  termination  of  employment,  whether
     termination is by the Employer,  with or without cause, wrongful discharge,
     or for any other reason  whatsoever,  or by the  Employee,  Employee  shall
     return all copies,  in whatever  form,  including  hard copies and computer
     disks,  of such  customer/client  list to the Employer,  and Employee shall
     delete  any  copy  of the  customer/client  list  on any  computer  file or
     database maintained by Employee. Further, Employee 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. Employee also agrees that Employee shall not, at any time following
     termination of employment,  whether termination is by the Employer, with or
     without cause, wrongful discharge,  or for any other reason whatsoever,  or
     by the  Employee,  use or disclose  the  Employer's  customer/client  list,
     directly or indirectly,  for himself or herself, or on behalf of others, as
     an individual on Employee'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.

     Section 10 - Importance  of Certain  Clauses - Employee and Employer  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 Employer.  As such,
because Employer'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
Employee understands and acknowledges his or her understanding of same.

     Section 11 -  Consideration  - Employee  acknowledges  and agrees  that the
provision of  Employment  under this  Agreement and the execution by Employer of
this  Agreement  constitute  full,  adequate  and  sufficient  consideration  to
Employee  for the  Employee's  duties,  obligations  and  covenants  under  this
Agreement.

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

     Section 13 - Vacation and Holidays - Vacation time shall be consistent with
the standards set forth in the Employee  Handbook,  as revised from time to time
or as otherwise  published by the Company.  Further,  before taking vacation and
holiday time,  Employee must submit a written request to take such time and such
request must be approved by the Employer.

     Section  14 -  Illness  -  The  Employee  shall  not  be  entitled  to  any
compensation for sick leave.

     Section 15 - Severance - Severance pay shall be paid in accordance with the
following guidelines:

          a. Fifty-two (52) weeks of the current base salary will be paid.

     Section 16 - Exit  Interview - Upon the effective  date of  termination  of
employment,  the Employee  shall  participate in an exit interview with Employer
and  certify  in  writing  that  the  Employee  has  complied  with  his  or her
contractual  obligations  and  agrees  to  comply  with  his or  her  continuing
obligations under this Agreement, including, but not limited to, the Restrictive
Covenant and the Confidentiality  Agreement. The Employee shall also provide the
Employer with information  concerning the Employee's subsequent employer and the
capacity in which the  Employee  will be  employed.  The  Employee's  failure to
comply shall be a material breach of this Agreement,  for which the Employer, in
addition to any other civil remedy, may seek equitable relief.

     Section  17 -  Death  - If  Employee  dies  during  the  term of his or her
employment,  Employer shall pay to the Employee's estate outstanding commissions
consistent with the terms of this Agreement,  and Employer shall have no further
financial obligations under this Agreement.

     Section  18 -  Indemnity  -  Employee  shall  indemnify  Employer  and hold
Employer  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 Employee while performing services
for Employer, 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  Employer,  in the  exercise  of its  business
judgment,  determines  to settle any claim made by any  individual  against  the
Company  regarding  the  conduct  of  Employee.  Any amount due and owing to the
Company under this paragraph may be collected at the Company's  discretion  from
outstanding commissions otherwise payable to Employee.

     Section 19 - 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  20 - 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  21 -  Assignment  -  Employer  may sell,  assign or  transfer  its
interest and rights  under this  Agreement  at its sole  discretion  and without
approval of Employee.  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 Employee.

     Section  22  -  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 23 - 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,  Employer  shall be entitled to recover its
reasonable attorneys' fees and costs from Employee.

     Section 24 -  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 Employer of any
breach or threatened  breach of this Agreement shall be construed as a waiver of
any subsequent breach.

     Section 25 - 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.  Employee
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 Employer.

     Section 26 - Arbitration-  Any and all  controversies  and disputes between
Employee and Employer  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 27 - 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 28 -  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.

                                                /s/ Mike Prentice
                                                --------------------------------
                                                Employee Signature
                                                Mike Prentice

                                                WORLD ENERGY SOLUTIONS, INC.


                                                By: /s/ Benjamin C. Croxton
                                                --------------------------------
                                                Benjamin C. Croxton
                                                Chief Executive Officer
                                                and Director