January 31, 2006

Benjamin C. Croxton
Chief Executive Officer
World Energy Solutions
3900 31st Street North
St. Petersburg, FL 33714

RE: Engagement Letter

Dear Ben,

     I very much look  forward to working  with you to explore and expand  sales
for your company.

     This letter agreement (this "Agreement")  confirms our mutual understanding
and sets forth the terms upon which Thomas E. Kurk  ("Consultant")  will provide
consulting services to World Energy Solutions, Inc. ("World Energy Solutions" or
the "Company").

     1. Services, Scope of Work, Term.

          (a) Services.  The Company hereby  retains  Consultant to advise it in
     identifying  potential new or additional  sources or strategies to seek new
     or additional  markets and other related business  development  activities.
     Consultant will make efforts to provide introductions, negotiations and act
     as a liaison to groups or parties  Consultant  makes known to World  Energy
     Solutions.  Consultant's  intention is to expand  World  Energy  Solutions'
     sales  through a variety of new or  additional  relationships  and  teaming
     agreements.  Consultant is dependent on World Energy Solutions' cooperation
     and assistance  throughout the process.  World Energy  Solutions  agrees to
     assist Consultant in a supportive timely manner.  All of the aforementioned
     activities  shall  comprise the  "Services"  offered by  Consultant  to the
     Company.

          (b) Consultant  will need to create a modest due diligence  report and
     or summary during the course of the process.  This summary will include but
     not limited to a review of previous  federal / state contracts for the past
     3 years, bonding related issues, etc.

          (c) It  is  understood  any  information  that  is  shared  is  of  a
     confidential  nature  and will only be  shared  with  appropriate  parties.
     Consultant agrees that no Company confidential information will be provided
     to any third  party  unless  such party has first  executed  the  Company's
     confidentiality agreement.

          (d) The  Company   hereby   acknowledges   and  agrees  that  despite
     Consultant's performance of the Services, such results may not be available
     on terms acceptable to the Company or at all.  Consultant does not imply or
     guarantee in any manner results of his efforts.

          (e) Term. The term of this  Agreement  shall commence on the execution
     date of this  Agreement  and may be terminated by either party at any time.
     However,  any compensation due to Consultant from efforts he is responsible
     for leading to and otherwise obtained from Consultant's introductions shall
     continue as agreed upon by the Company.

     2. Compensation.

     Compensation.  As consideration for Consultant's efforts and performance of
the Services hereunder,  the Company 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. The parties
also 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.

     3.  Independent  Contractor  Arrangement.   The  Parties  agree  that  this
Agreement creates only an independent  contractor  relationship between them and
that the  Company  does not retain  control as to the mean,  manner or method in
which

          o Consultant  performs the Services under this  Agreement.  Nothing in
     this Agreement  shall be deemed to create the  relationship of partnership,
     joint venture or that of an employer and employee. Furthermore, the Parties
     acknowledge  that  Consultant  may  provide  other  services to persons and
     entities  during his  relationship  with the Company as consistent with the
     terms and provisions hereof.

          o It is further  understood  by the  Parties  that  Consultant,  as an
     independent  contractor,  is responsible  for all local,  state and federal
     taxes  applicable  to  compensation  hereunder  and that the Company is not
     responsible  for any  employment,  Social  Security  or  related  taxes  or
     contributions  relating to Consultant's Services or compensation under this
     Agreement.

          o As an independent  contractor,  Consultant  acknowledges  and agrees
     that  he is not  entitled  to any  employee  or  fringe  benefits  normally
     afforded to employees of the Company,  and he specifically waives any claim
     of rights or benefits,  whether  present or future,  relating to any fringe
     benefits,   employee  programs  or  plans,   retirement   plans,   workers'
     compensation,  or other benefits that may be normally afforded to employees
     of the Company.

     4.  Authority.  In his capacity as an  independent  contractor,  under this
Agreement, Consultant acknowledges that he shall not have any power or authority
to enter  into any  contract,  undertaking,  agreement  for or on  behalf of the
Company  or to assume or create any  obligation  or  responsibility,  express or
implied,  on behalf of or in the name of the  Company or to bind the  Company in
any manner whatsoever.

     5. Miscellaneous.

          o  Assignment.   The  Company  may  assign  this   Agreement  and  the
     obligations  of Consultant  hereunder to the fullest  extent  authorized by
     law.  Due to the  personal  service  nature  of  Consultant's  obligations,
     Consultant  may not assign this  Agreement,  except the  assignment  of any
     right to receive compensation or other payment. Subject to the restrictions
     in this Section,  this Agreement shall also be binding upon and benefit the
     Parties hereto and their respective heirs, successors, or assigns.

          o Accuracy  of  Information.  The Company  with the other  signatories
     hereto  acknowledges  and agrees that they are solely  responsible  for the
     accuracy and completeness of all information and representations concerning
     its operations  and financial  information.  The Company  together with the
     signatories   understands   that   Consultant  is  neither   obligated  nor
     compensated  to  undertake  any  independent  verification  and  assumes no
     responsibility  for  accuracy  or  completeness  of such  information.  The
     Company with the other signatories agrees that they will indemnify and hold
     harmless Consultant against all losses, claims,  liabilities,  damages, and
     expenses  regarding  the  services  Consultant  performs  on  behalf of the
     Company.

          o Legality and  Severability.  The Parties covenant and agree that the
     provisions contained herein are reasonable and are not known or believed to
     be in violation of any federal, state, or local law, rule or regulation. In
     the event a court of competent  jurisdiction  finds any provision herein to
     be illegal or unenforceable, the Parties agree that such court shall modify
     said  provision(s) to make said  provision(s)  valid and  enforceable.  The
     provision(s)  of  this  Agreement  are  sever-  able,  and any  illegal  or
     unenforceable  provision(s),  or any  modification by any court,  shall not
     affect the remainder of this  Agreement,  which shall continue at all times
     to be valid and enforceable.

          o Entire  Agreement;  Modification.  This  Agreement  constitutes  the
     entire  understanding  between the Parties  regarding  the subject  matters
     addressed herein.  This Agreement can only be modified in writing signed by
     both Parties.

               1) Notices.  All notices  and other  communications  to any Party
          under  this  Agreement  shall  be  in  writing  (including   facsimile
          transmissions  or similar writing) and shall be given to such Party at
          its address or facsimile  number set forth below or such other address
          or  facsimile  number as such  Party  may  hereafter  specify  for the
          purpose of notice to the other Party:

               2) If to the  Company:

                    Benjamin C. Croxton
                    CEO World Energy  Solutions
                    3900 31st Street North
                    St. Petersburg, FL 33714
                    (Fax) 727-499-7413

                  If to Consultant:

                    Thomas E. Kurk
                    2229 Bancroft Place, NW, Suite 401,
                    Washington, DC 20008,
                    (Fax) 202-986-2381

               3) Each such notice or other communication shall be effective (i)
          if given by mail,  72 hours  after  such  notice or  communication  is
          deposited in the mail with first class  postage  prepaid and addressed
          as set forth above; or (ii) if given by other means, when delivered at
          the address  specified  above or received via  facsimile at the number
          listed above.

     In order to evidence our mutual agreement with the contents of this letter,
please sign below in the space indicated.  Please contact me with any questions.
I look forward to your response.

Sincerely,
/s/ Thomas E. Kurk
-------------------------------------
Thomas E. Kurk

World Energy Solutions, Inc.

/s/ Benjamin C. Croxton
-------------------------------------
Benjamin C. Croxton, CEO
Date: January 31, 2006