**Exhibit 10.2**

[EnerNOC Letterhead]

August10, 2007

DavidB. Brewster

c/oEnerNOC, Inc.

75Federal Street

Suite300

Boston, MA 02110

This letter is to confirm our understanding withrespect to your continued employment by EnerNOC, Inc. (the “Company”) and supersedesin its entirety (i) the Letter Agreement entered into by you and the Companydated as of February 7, 2007 (the “Prior Employment Agreement”) and (ii) theStock Repurchase Agreement entered into by you and the Company dated as of June17, 2003 and amended as of January 10, 2005, May 16, 2006 and February 7, 2007(the “Stock Repurchase Agreement”).

In consideration of the mutual promises and covenants containedin this Agreement, and for other good and valuable consideration, the receiptand sufficiency of which are hereby mutually acknowledged, we have agreed,effective July 1, 2007, as follows:

1.             Employment.

(a)            Subjectto the terms and conditions of this Agreement, the Company will employ you, andyou will be employed by the Company and/or any Company affiliate (collectivelyreferred to herein as the “Company Group”) designated by the Company, initiallyas President****reporting to theBoard of Directors.  You will havethe responsibilities, duty and authority commensurate with the positions of President and Chief Operating Officer.  You will also perform such other and/ordifferent services for the Company as may be assigned to you from time to timeby the Board of Directors.

(b)           Devotion to Duties.  While you are employed hereunder, you will useyour best efforts, skills and abilities to perform faithfully all dutiesassigned to you pursuant to this Agreement and to devote your full businesstime and energies to the business and affairs of the Company Group.  While you are employed hereunder, you willnot undertake any other employment from any person or entity without the priorwritten consent of the Company.

2.             Employment At Will.  Your employment hereunder will be on an “at-will”basis and may be terminated by the Company or by you for any reason or for noreason.

3.             Compensation.

(a)           Base Salary.  During the period that you areemployed by the Company, the Company will pay you a base salary at the annual rate of $300,000 (the “BaseSalary”).

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TheBase Salary will be payable in substantially equal installments in accordancewith the Company’s payroll practices as in effect from time to time.  The Company will deduct from each suchinstallment all amounts required to be deducted or withheld under applicablelaw or under any employee benefit plan in which you participate.** **Youunderstand and acknowledge that the annualized amount of the Base Salary is setforth as a matter of convenience and does not constitute nor will be deemed toconstitute an agreement by the Company to employ you for any specific period oftime.

(b)           Annual Performance Bonus.  You willbe eligible to receive an annual performance bonus pursuant to a bonus plan tobe finalized by the Compensation Committee of the Board of Directors of the Company.  Under such bonus plan you are targeted toreceive a performance bonus equal to 70% of your Base Salary (the “TargetAnnual Performance Bonus”) but which the actual amount paid will be based onwhether you achieve performance goals that are identified by the Company in thebonus plan.

(c)           Fringe Benefits.  You will be entitled toparticipate in any employee benefit plans which the Company provides or mayestablish for the benefit of its executives generally (for example, group life,disability, medical, dental and other insurance, retirement, pension,profit-sharing and similar plans) (collectively, the “Fringe Benefits”),provided that the Fringe Benefits will not include any stock option or similarplans relating to the grant of equity securities of the Company.  Your eligibility to participate in the FringeBenefits and receive benefits thereunder will be subject to the plan documentsgoverning such Fringe Benefits.  Nothingcontained herein will require the Company to establish or maintain any FringeBenefits.

(d)           Reimbursement of Expenses.  Uponpresentation of documentation of such expenses reasonably satisfactory to theCompany, the Company will reimburse you for all ordinary and reasonableout-of-pocket business expenses, including parking expenses, that arereasonably incurred by you in furtherance of the Company’s business inaccordance with the Company’s policies with respect thereto as in effect fromtime to time; provided, however, all reimbursements will be made by March 15th of theyear after the year in which the expenses are incurred.

4.             Payments Upon Termination.

(a)           In the event of the termination of your employment hereunder for anyreason or for no reason, the Company (a) will pay to you (or to your estate)(i) the portion of your Base Salary that has accrued prior to such terminationand has not yet been paid, and (ii) an amount equal to the value of youraccrued unused vacation days; and (b) will reimburse you for expenses properlyincurred by you on behalf of the Company prior to such termination and properlydocumented in accordance with Section 3(d) above.  Such amounts will be paid promptly aftertermination.

(b)           If theCompany terminates your employment without Cause, or you terminate youremployment with Good Reason, the Company will pay you an amount

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equal to yourSeverance Compensation in twenty (20) equal monthly installments in arrears commencingone month after the date of termination and shall also pay you, on the date ofyour termination, your Accrued Base Compensation as of the terminationdate.  The Company’s obligation to makesuch payments to you shall cease upon your material breach of any writtenagreement between you and the Company or of any written policy of the Companyby which you are bound, if such breach causes or is likely to cause materialharm to the Company.

(c)           If theCompany terminates your employment at any time for Cause, or upon your death orDisability, the Company will pay you your Accrued Base Compensation.

(d)           Upon anytermination of your employment with the Company to which Section 4(b) applies,the Company shall maintain the benefits that you were receiving as of thetermination date and shall take such measures as are permissible under itsmedical, life, and disability insurance and any other employee benefit plans orprograms to continue coverage or reimbursement for you (and your family, ifapplicable) on the same terms (including any required contribution by you) asimmediately prior to such termination. If it is not permissible to continue any such coverage under any suchinsurance plans, the Company will pay you on the same schedule as set forth inSection 4(b), as additional severance compensation, such amount, net of stateand federal income taxes payable by you with respect thereto, as will besufficient for you to obtain such insurance coverage on an individual basisassuming that you (and each member of your family who is to be covered) is a “standardrisk” for insurance purposes.  Yourrights under this Section 4(d) shall continue only for so long as you areentitled to receive payments of Severance Compensation under Section 4(b).

(e)           Definitions.  As used in this Section 4, the followingterms shall have the following meanings:

(i)            “AccruedBase Compensation”:  all amounts ofcompensation for services rendered to the Company that have been earned oraccrued through the date of your termination of employment but that have notbeen paid as of such date including (i) Base Salary, (ii) reimbursement forreasonable and necessary business expenses incurred by you on behalf of the Companyduring the period ending on such date, and (iii) vacation pay; *provided*, however, that AccruedCompensation shall not include any amounts described in clause (i) that havebeen deferred pursuant to any salary reduction or deferred compensation electionsmade by you.

****(ii)********          ********“Cause”:****(i) willful failure to perform, orgross negligence in the performance of, your duties for the Company or any ofits affiliates;  (ii) knowing andmaterial breach by you of any obligation to the Company or any of its affiliateswith respect to confidential information, non-competition, non-solicitation orthe like; (iii) your breach of fiduciary duty, fraud, embezzlement or othermaterial

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dishonesty withrespect to the Company or any of its affiliates; or (iv) your conviction of, orplea of nolo contendere to, a felony (other than felonies vehicular in nature)or any other crime involving moral turpitude; provided, however that withrespect to the grounds set forth in Section 4(e)(ii)(i), Cause shall notbe deemed to exist until you have been given written notice of the facts orcircumstances allegedly constituting such grounds and, where reasonably subjectto cure, thirty (30) days to cure.

(iii)          “Changeof Control”:  (i) the sale of all orsubstantially all of the assets or issued and outstanding capital stock of theCompany, or (ii) merger or consolidation involving the Company in whichstockholders of the Company immediately before such merger or consolidation donot own immediately after such merger or consolidation capital stock or otherequity interests of the surviving corporation or entity representing more thanfifty percent in voting power of capital stock or other equity interests ofsuch surviving corporation or entity outstanding immediately after such mergeror consolidation.

(iv)          “Disability”: a physical or mentalinfirmity that impairs your ability to substantially perform your duties withthe Company for six consecutive months.

(v)           “GoodReason”: (i) a substantial reduction in your then current base salary, withoutyour consent; or (ii) material and continuing diminution of your title or your responsibilities,duties and authority in the operation and management of the Company as comparedto such title or responsibilities, duties and authority on the date of thisAgreement, without your consent.

(vi)          “Severance Compensation”: 100% of yourBase Salary and Target Annual Performance Bonus on the effective date oftermination.

(vii)         “Stock Award”: shall mean any grant ofequity under the Company’s Amended and Restated 2003 Stock Option and IncentivePlan, 2007 Employee, Director and Consultant Stock Plan or any subsequent stockplan of the Company.

5.             Change of Control.  In the event of a Change of Control in whichthe Company is valued at equal to or greater than $75 million, then,notwithstanding any contrary or inconsistent provision of any Stock Award grantedto you by the Company, an additional number of shares or options equal to onehundred percent (100%) of the total shares or options in the Stock Award shall,on the date of the Change of Control, become fully vested and immediatelyexercisable.

6.             Parachute Payment.  If any payment or benefit you would receiveunder this Agreement, when combined with any other payment or benefit youreceive pursuant to a Change of Control (“Payment”) would (i) constitute a “parachutepayment” within the meaning of Section 280G of the Internal Revenue Code of1986, as amended (the “Code”), and (ii) but for this sentence, be subject tothe excise tax imposed by Section 4999 of the Code (the “Excise Tax”), thensuch Payment shall be either (x) the full amount of such Payment or (y) suchlesser amount (with cash payments being reduced before stock optioncompensation) as would result in no portion of the Payment being subject to theExcise Tax, whichever of the foregoing amounts, taking into account theapplicable federal, state and local employment taxes, income taxes, and

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the Excise Tax results in your receipt, on anafter-tax basis, of the greater amount of the Payment notwithstanding that allor some portion of the Payment may be subject to the Excise Tax.

7.             Mutual Release.  Upon any termination of your employment withthe Company to which Section 4(b) applies, you and the Company shall execute amutual release.  Your execution of such mutualrelease shall be a condition precedent to the effectiveness of Section 4(b) and4(c).

8.             409A Compliance.

(a)           Notwithstanding anyother provision with respect to the timing of payments under this Agreement,if, at the time of your termination, you are deemed to be a “specified employee”of the Company within the meaning of Section 409A of the Code, then limitedonly to the extent necessary to comply with the requirements of Section 409A ofthe Code, any payments to which you may become entitled under this Agreementwhich are subject to Section 409A of the Code (and not otherwise exempt fromits application) will be withheld until the first (1st) business day of theseventh (7th) month following your termination of employment, at which time youshall be paid an aggregate amount equal to the accumulated, but unpaid,payments otherwise due to you under the terms of this Agreement.

(b)           TheCompany does not guarantee the tax treatment or tax consequences associatedwith any payment or benefit set forth in this Agreement, including but notlimited to consequences related to Section 409A of the Code.  You and the Company agree to both negotiatein good faith and jointly execute an amendment to modify this Agreement to theextent necessary to comply with the requirements of Code Section 409A; providedthat no such amendment shall increase the total financial obligation of theCompany under this Agreement.  In theevent that the Company determines in good faith that it is required to withholdtaxes from any payment or benefit already provided to you, you agree to pay tothe Company on demand the amount determined by the Company.

9.             Records.  Upon termination of your employment hereunderfor any reason or for no reason and at any other time requested by the Company,you will deliver to the Company Group any property of the Company Group whichmay be in your possession, including products, materials, memoranda, notes,records, reports or other documents or photocopies of the same.

10.           Insurance.  The Company, in its solediscretion, may apply for and purchase key person life insurance on your lifein an amount determined by the Company with the Company Group as beneficiaryand one or more other policies of insurance insuring your life.  You will submit to any medical or otherexaminations and to execute and deliver any applications or other instrumentsin writing that are reasonably necessary to effectuate such insurance.

11.           Representations.  You hereby represent and warrant to theCompany that you understand this Agreement, that you enter into this Agreementvoluntarily and that your employment under this Agreement will not conflictwith any legal duty owned by you to any other party, or with any agreement towhich you are a party or by which you are bound, 

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including, without limitation, any non-competition ornon-solicitation provision contained in any such agreement.  You will indemnify and hold harmless theCompany Group and its officers, directors, security holders, partners, members,employees, agents and representatives against loss, damage, liability orexpense arising from any claim based upon circumstances alleged to beinconsistent with such representation and warranty.

12.           General.

(a)           Other Agreements.  Thepurpose of this Agreement is to set out the above terms and conditions of yourcontinued employment with the Company. It is intended to and supersedes in its entirety your Prior EmploymentAgreement and Stock Repurchase Agreement, which are hereby deemed terminatedand of no further force and effect. However, this Agreement is not intended to and does not supersede anyother agreements you may have with the Company, including, but not limited to your****Non-Disclosure Agreement. No statement, representation, warranty, covenant or agreement of any kindnot expressly set forth in this Agreement, however, will affect, or be used tointerpret, change or restrict, the express terms and provisions of thisAgreement.

(b)           Modifications and Amendments.  Theterms and provisions of this Agreement may be modified or amended only bywritten agreement executed by the parties hereto.

(c)           Waivers and Consents.  Theterms and provisions of this Agreement may be waived, or consent for thedeparture therefrom granted, only by written document executed by the party entitledto the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute awaiver or consent with respect to any other terms or provisions of thisAgreement, whether or not similar.  Eachsuch waiver or consent will be effective only in the specific instance and forthe purpose for which it was given, and will not constitute a continuing waiveror consent.

(d)           Assignment.  The Company may assign itsrights and obligations hereunder to any person or entity that succeeds to allor substantially all of the Company’s business or that aspect of the Company’sbusiness in which you are principally involved or to any Companyaffiliate.  You may not assign yourrights and obligations under this Agreement without the prior written consentof the Company and any such attempted assignment by you without the priorwritten consent of the Company will be void.

(e)           Benefit.  All statements,representations, warranties, covenants and agreements in this Agreement will bebinding on the parties hereto and will inure to the benefit of the respectivesuccessors and permitted assigns of each party hereto.  Nothing in this Agreement will be construedto create any rights or obligations except between the Company and you, exceptfor your obligations to the Company Group as set further herein, and no personor entity (except for a Company affiliate as set forth herein) will be regardedas a third-party beneficiary of this Agreement.

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(f)            Governing Law.  This Agreement and the rightsand obligations of the parties hereunder will be construed in accordance withand governed by the law of Massachusetts, without giving effect to the conflictof law principles thereof.

(g)           Jurisdiction, Venue and Service of Process.   Any legal action or proceeding with respect tothis Agreement will be broughtin the courts of Massachusetts.  Byexecution and delivery of this Agreement, each of the parties hereto acceptsfor itself and in respect of its property, generally and unconditionally, theexclusive jurisdiction of the aforesaid courts.

(h)           WAIVER OF JURY TRIAL.  ANYACTION, DEMAND, CLAIM OR COUNTERCLAIM ARISING UNDER OR RELATING TO THISAGREEMENT WILL BE RESOLVED BY A JUDGE ALONE AND EACH OF YOU AND THE COMPANYWAIVE ANY RIGHT TO A JURY TRIAL THEREOF.

(i)            Headings and Captions.  Theheadings and captions of the various subdivisions of this Agreement are forconvenience of reference only and will in no way modify or affect the meaningor construction of any of the terms or provisions hereof.

(j)            Counterparts.  This Agreement may be executedin two or more counterparts, and by different parties hereto on separatecounterparts, each of which will be deemed an original, but all of whichtogether will constitute one and the same instrument.

(k)           Opportunity to Review.  Youhereby acknowledge that you have had adequate opportunity to review these termsand conditions and to reflect upon and consider the terms and conditions ofthis Agreement, and that you have had the opportunity to consult with counselof your own choosing regarding such terms. You further acknowledge that you fully understand the terms of thisAgreement and have voluntarily executed this Agreement.

REMAINDER OF PAGE INTENTIONALLYLEFT BLANK

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Ifthe foregoing accurately sets forth our agreement, please so indicate bysigning and returning to us the enclosed copy of this letter.
|                   |                            | Very truly yours,     |
|------------------------|---------------------------------|-----------------------|
|                   |                            |                  |
| ** **             |                            | **EnerNOC,  Inc.**    |
| ** **             |                            | ** **            |
| ** **             |                            | ** **            |
| ** **             | ** **                      |
|                   | By:                             | /s/ Timothy G.  Healy |   |
|                   | Name: Timothy G.  Healy         |                  |
|                   | Title: Chief  Executive Officer |                  |
|                   |                            |                  |
|                   |                            |                  |
| Accepted and  Approved |                            |                  |
|                   |                            |                  |
| /s/ David B.  Brewster |                            | August 10,  2007 |   |
| David B.  Brewster     | Date                            |                  |
|                        |                                 |                       |  |  |  |  |  |

 

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