**AMENDED
      AND RESTATED**




**EMPLOYMENT
      AGREEMENT**




AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT, effective as of October _____, 2006 (this
      “ Agreement ”),
      between Edward Braniff, an individual residing at _________ (the “ CFO ”),
      and
      Smart Energy Solutions, Inc., a Nevada corporation with an office currently
      at
      207 Piaget Avenue, Clifton, NJ 07011 (the “ Company ”).




**WITNESSETH:**




WHEREAS,
      the CFO serves as the Company’s Chief Financial Officer pursuant to an
      Employment Agreement, dated May 24, 2005, between the CFO and the Company (the
      “Original Employment Agreement”);




WHEREAS,
      the Company and the CFO desire to amend and restate the Original Employment
      Agreement as hereinafter set forth;




NOW,
      THEREFORE, in consideration of the mutual agreements and covenants set forth
      herein, the parties hereto agree as follows:




**ARTICLE
      I**


**POSITION;
      DUTIES; TERM**




1.1  Position .
      The
      Company hereby continues to employ the CFO as the Chief Financial Officer of
      the
      Company, which employment the CFO hereby accepts, all in the capacity and on
      the
      terms and conditions hereinafter set forth.




1.2  Duties .





(a)
      During the Term (as defined below), the CFO shall be a full-time employee of
      the
      Company, all under and subject to the direction and control of the Chief
      Executive Officer of the Company.





(b)  In
      his
      capacity as Chief Financial Officer, the CFO shall be the senior financial
      officer of the Company with principal responsibility for the Company’s
      financial, financial reporting, and accounting functions, and he shall perform
      such duties for the Company as are consistent with the foregoing.





(c)  The
      services to be performed by the CFO shall be commensurate with the position
      of
      the CFO as the most senior financial officer of the Company. In this connection,
      during the Term (i) the CFO shall not render services to or for any other
      person, firm, corporation or business in this capacity and (ii) shall have
      no
      interest directly or indirectly in any other person, firm, corporation or
      business whose business is related to or competitive with the business of the
      Company; provided , however ,
      the CFO
      may own, directly or indirectly, solely as an investment, securities of any
      entity which are traded on any national securities exchange or which are
      admitted to quotation on The NASDAQ Stock Market Inc. if the CFO (a) is not
      a
      controlling person of, or a member of a group which controls, such entity and
      (b) does not, directly or indirectly, own one percent or more of any class
      of
      securities of such entity. Notwithstanding the foregoing, so long as it does
      not
      interfere with his full time employment hereunder, the CFO may attend to outside
      investments and serve as a director, trustee or officer of or otherwise
      participate in charitable and civic organizations and serve as director of
      corporations whose business is unrelated to the business of the Company and
      continue to pursue his other business interests.









1.3  Term .
      The
      term of employment shall commence as of the date set forth above and shall
      continue until this Agreement is terminated in accordance with the terms hereof
      (the “ Term ”).
      Notwithstanding anything contained herein to the contrary, the CFO can terminate
      his employment hereunder at any time hereafter upon sending written notice
      of
      termination to the Company at least sixty (60) days prior to the
      termination.




**ARTICLE
      II**


**SALARY;
      BONUS; OPTIONS**





2.1  Compensation
      for Services Previously Rendered .
      In
      consideration for services rendered by the CFO prior to the date hereof, the
      Company hereby issues to the CFO the following: (a) One Hundred Thousand
      (100,000) shares of common stock of the Company pursuant to the Registration
      Statement on Form S-8 filed by the Company with the Securities and Exchange
      Commission on January 12, 2006; and (b) Fifty Thousand (50,000) stock options,
      each of which shall give the CFO the right to purchase one (1) share of the
      common stock of the Company for $0.30. Such stock options shall vest and be
      exercisable as of the date hereof.





2.2  Base
      Compensation .





(a)  Base
      Salary .
      The
      base salary for each twelve month period of the Term (the “ Base
      Salary ”)
      to be
      paid by the Company to the CFO shall be One Hundred Forty Five Thousand Dollars
      ($145,000), payable in equal bi-monthly installments, or in such other manner
      as
      the parties shall mutually agree, subject to withholding for applicable taxes.
      The Base Salary shall be subject to an annual increase at the discretion of
      the
      Board.




(b)  Stock
      Options .
      Pursuant to the Original Employment Agreement, the Company had granted to the
      CFO 1,000,000 stock options, each of which gives the CFO the right to purchase
      one (1) share of the common stock of the Company for $0.05 (each, a “Stock
      Option”), which Stock Options were to vest pro ratably every three (3) months
      over a three (3) year period commencing on the effective date of the Original
      Agreement. Such Stock Options shall continue to vest hereunder. The vested
      options shall be exercisable until the earlier of 5 years after vesting or
      365
      days after termination of CFO’s employment with the Company. No additional
      vesting of options shall occur after the CFO’s death, disability, or cessation
      of employment with the Company for any reason or no reason.





If
      the
      company has a Change of Control (as defined below), all remaining Options will
      automatically vest on the effective date of the Change.




2




2.3  Bonus .




(a)  In
      addition to the base compensation described in Section 2.2 hereof, in the sole
      discretion of the Company, the CFO will be eligible for a bonus (the
“ Bonus ”)
      of up
      to Fifty Thousand Dollars ($50,000) for each twelve month period of the Term,
      payable in the sole discretion of the Company in cash and/ or by the issuance
      of
      shares of the Company’s common stock based on the market value of such shares at
      the time of their issuance. Subject to the limitations set forth in Section
      2.3(c) hereof, the Bonus will be based on and be conditional upon meeting
      certain performance criteria which will be developed by the Company’s Chief
      Executive Officer and approved by the Company’s Board of Directors and/ or the
      Company’s compensation committee, as follows: (i) up to $35,000 of the Bonus
      will be based on the same performance criteria applicable to the determination
      of the bonus to be received by Aharon Y. Levinas (the Company’s Chief Technology
      Officer), and Pete Mateja (the Company’s Chief Executive Officer) under their
      respective employment agreements; and (ii) up to $15,000 of the Bonus will
      be
      based on performance criteria developed specifically for the CFO.





(b)  In
      addition to the Base Salary and the Bonus, the CFO shall be entitled to an
      additional bonus (the “Additional Bonus”) as follows: for each $1,000,000 in
      revenues above $1,200,000 earned by the Company during the fiscal year ended
      December 31, 2006, the Company shall pay to the CFO the following: (a) Fifty
      Thousand (50,000) stock options, each of which shall give the CFO the right
      to
      purchase one (1) share of the common stock of the Company for $0.45; (b) a
      cash
      payment equal to Ten Thousand and 00/100 ($10,000) Dollars; and (c) a cash
      payment equal to Two and a Half (2.5%) Percent of the Company’s EBIT for the
      fiscal year ending December 31, 2006. The Additional Bonus is applicable only
      for the fiscal year ended December 31, 2006 and shall not be paid with respect
      to any subsequent fiscal years, unless the Company’s Board of Directors
      expressly provides otherwise in writing. The Additional Bonus shall be subject
      to the limitations set forth in Section 2.3(c) hereof.





(c)  Notwithstanding
      Sections 2.3(a) and 2.3(b) hereof:





(i)
      No
      cash payments contemplated to be paid as Bonus or Additional Bonus hereunder
      will be paid if the Company is not profitable during the applicable fiscal
      year
      with respect to which the Bonus or Additional Bonus is to be paid.





(iii)
      In
      lieu of any cash payment payable as Bonus or Additional Bonus hereunder, the
      CFO
      will be granted stock options entitling the CFO to purchase shares of the
      Company’s common stock at $0.30 per share if and to the extent that the sum of
      the value of the Bonus and Additional Bonus payable hereunder and all
      compensation paid to the CFO, Aharon Y. Levinas (the Company’s Chief Technology
      Officer), and Pete Mateja (the Company’s Chief Executive Officer) exceeds fifty
      percent (50%) of the Company’s EBIT for the applicable fiscal year with respect
      to which the Bonus or Additional Bonus is to be paid.





(d)  Any
      Bonus
      or Additional Bonus due hereunder will be paid promptly after audited financial
      statements for the applicable fiscal year have been prepared by the Company’s
      auditors. All financial terms used in this Section 2.3, including without
      limitation revenues, gross sales, profit, and EBIT shall have the meaning given
      to such terms in such audited financial statements. The financial figures and
      other information provided in the Company’s audited financial statements shall
      be conclusive and binding upon the parties hereto.




3




**ARTICLE
      III**


**BENEFITS**





3.1  Business
      Expenses  The
      Company, upon presentation by the CFO of appropriate documentation, shall
      reimburse the CFO for all reasonable and necessary business expenses incurred
      by
      the CFO in connection with the performance of his duties under this Agreement,
      including reasonable accommodation expenses during travel required in connection
      with the performance of the CFO’s duties. Such reimbursement shall be paid to
      the CFO within five (5) business days thereafter.





3.2  Directors’
      and Officers’ Liability Insurance .
      The CFO
      shall be covered by the directors’ and officers’ insurance policy to be obtained
      by the Company. The Company agrees to defend the CFO from and against any and
      all lawsuits initiated against the Company and/or the CFO





3.3  Additional
      Benefits .  The CFO
      shall be entitled to participate in any pension or profit sharing plans, group
      health, accident or life insurance plans, group medical and hospitalization
      plan, and other similar benefits as may be available to the executive officers
      of the Company. The CFO shall assist the Company in adopting the proper plans
      for the Company.





**ARTICLE
      IV**


**TERMINATION**





4.1 Termination
      without Cause. The
      CFO's employment hereunder may be terminated by the Company without Cause at
      any
      time and without notice if the Company pays the CFO under normal payroll
      practices for a one (1) year period.





4.2 Termination
      with Cause .  The
      CFO's employment hereunder may be terminated by the Company for Cause (hereafter
      defined) at any time upon notice from the Company to the CFO. For purposes
      hereof, “Cause” shall mean any one of the following: (i) willful and continuing
      disregard of his job responsibilities or material breach by the CFO of this
      Agreement, which continues for 20 days after delivery to the CFO of notice
      thereof or (ii) fraud, embezzlement, conviction of a felony or serious crime,
      ethical violation, or other serious misconduct. If the CFO’s employment is
      terminated by the Company for Cause or by the CFO for any reason, including
      without limitation, the CFO’s death or disability, the Company shall pay the CFO
      or his heirs or personal representatives the Base Salary accrued through the
      date of termination.




4




4.3  Termination
      by the CFO following a Change in Control .





(a)  The
      CFO
      may voluntarily and immediately terminate his employment with the Company if
      after a Change of Control (hereafter defined), (i) the CFO suffers a material
      reduction in his authority or areas of responsibility, and (ii) the CFO’s annual
      base salary is reduced by an amount greater than five percent (5%) of his annual
      base salary prior to such reduction.





(b)  “Change
      of Control” shall mean the occurrence of any of the following
      events:





(i)  The
      acquisition, other than from the Company (which term for purposes of this
      Subsection (i) includes any successor corporation), or any subsidiary thereof
      by
      any person or group (as such terms are used for the purposes of Sections 13(d)
      or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      1934 Act) of securities with voting power equal to fifty percent (50%) or more
      of the combined voting power of the Company’s then outstanding voting
      securities;





(ii)  Approval
      by the Company’s stockholders of (a) a merger or consolidation of the
      Company with or into another corporation if the stockholders of the Company,
      immediately before such merger or consolidation do not, immediately after such
      merger or consolidation, own, directly or indirectly, more than fifty percent
      (50%) of the combined voting power of the then outstanding voting securities
      of
      the corporation resulting from such merger or consolidation in substantially
      the
      same proportion as their ownership of the combined voting power of the voting
      securities of the Company outstanding immediately before such merger or
      consolidation or (b) dissolution of the Company or an agreement for the
      sale or other disposition of all or substantially all of the assets of the
      Company.





(iii)  Notwithstanding
      the foregoing, a Change in Control shall not be deemed to occur solely because
      fifty percent (50%) or more of the combined voting power of the Company’s then
      outstanding securities is acquired by (A) a trustee or other fiduciary
      holding securities under one or more employee benefit plans maintained by the
      Company or any of its subsidiaries or (B) any corporation which,
      immediately prior to such acquisition, is owned directly or indirectly by the
      stockholders of the Company in the same proportion as their ownership of stock
      in the Company immediately prior to such acquisition.





(iv)  For
      purposes of the foregoing definition, the Company’s stockholders are deemed to
      be the indirect owners of any assets, including stock interests, held by the
      Company or any subsidiary thereof.




5




**ARTICLE
      V**


**REPRESENTATION;
      NON-COMPETITION; CONFIDENTIALITY**





5.1  CFO
      Representation .
      The CFO
      represents that the CFO’s execution of this Agreement and the performance of his
      duties required hereunder will neither be a breach of any other employment
      or
      other agreement nor a breach of any non-competition or similar
      agreement.





5.2  Non-Competition .
      (a) The
      CFO agrees that during the Term and for the period of one (1) year thereafter,
      he will not engage, directly or directly, either as principal, agent,
      consultant, proprietor, creditor, stockholder, director, officer or employee,
      or
      participate in the ownership, management, operation or control of any business
      which directly or indirectly competes with the business of the Company. The
      CFO
      acknowledges and agrees that the current market for the Company's business
      extends throughout the world and that it is therefore reasonable to prohibit
      the
      CFO from competing with the Company anywhere in such territory. This Section
      shall not apply to the CFO’s ownership of less than five percent (5%) of the
      capital stock of a company having a class of capital stock which is traded
      on
      any national stock exchange or on the over-the-counter market.





(b)  During
      the Term and for the period of one (1) year thereafter, the CFO agrees that
      he
      will not, directly or indirectly, (i) solicit, divert or recruit or encourage
      any of the employees of the Company, or any person who was an employee of the
      Company during the Term, to leave the employ of the Company or terminate or
      alter their contractual relationship in a way that is adverse to the Company's
      interests, (ii) solicit or divert business from the Company, or assist any
      person or entity in doing so or attempting to do so or (iii) cause or seek
      to
      cause any person or entity to refrain from dealing or doing business with the
      Company or assist any person or entity in doing so or attempting to do
      so.





5.3  Confidential
      Information .
      (a) The
      CFO agrees that he shall hold in strict confidence and shall not at any time
      during or after his employment with the Company, directly or indirectly, (i)
      reveal, report, publicize, disclose, or transfer any Confidential Information
      (as described below) or any part thereof to any person or entity, (ii) use
      any
      of the Confidential Information or any part thereof for any purpose other than
      in the course of his duties on behalf of the Company, or (iii) assist any person
      or entity other than the Company to secure any benefit from the Confidential
      Information or any part thereof. All Confidential Information (regardless of
      the
      medium retained) and all abstracts, summaries or writings based upon or
      reflecting any Confidential Information in the CFO's possession shall be
      delivered by the CFO to the Company upon request therefor by the Company or
      automatically upon the expiration of the Term or termination of this
      Agreement.




(b)  For
      purposes of this Agreement, " Confidential
      Information "
      shall
      mean any information relating to the business, operations, affairs, assets
      or
      condition (financial or otherwise) of the Company which is not generally known
      by non-company personnel, or is proprietary or in any way constitutes a trade
      secret (regardless of the medium in which information is maintained) which
      the
      CFO develops or which the CFO obtains knowledge of or access to through or
      as a
      result of the CFO’s relationship with the Company. Confidential Information
      specifically includes, without limitation, business and marketing plans,
      financings, cost and pricing information, supplier information, all source
      code,
      system and user documentation, and other technical documentation pertaining
      to
      the hardware and software programs of the Company, including any proposed design
      and specifications for future products and products in development, and all
      other technical and business information considered confidential by the Company.
      Confidential Information shall not include any information that is generally
      publicly available or otherwise in the public domain other than as a result
      of a
      breach by the CFO of his obligations hereunder. For purposes of this Agreement,
      information shall not be deemed Confidential Information if (i) such information
      is available from public sources, (ii) such information is received from a
      third
      party not under an obligation to keep such information confidential, or (iii)
      the CFO can conclusively demonstrate that such information had been
      independently developed by the CFO.




6




5.4  Remedies .  The
      CFO
      agrees and acknowledges that the foregoing restrictions and the duration and
      the
      territorial scope thereof as set forth in this Sections 5.2 and 5.3 are under
      all of the circumstances reasonable and necessary for the protection of the
      Company and its business. In the event that the CFO shall breach any of the
      provisions of Sections 5.2 or 5.3, in addition to and without limiting or
      waiving any other remedies available to the Company, at law or in equity, the
      Company shall be entitled to immediate injunctive relief in any court, domestic
      or foreign, having the capacity to grant such relief, to restrain any such
      breach or threatened breach and to enforce the provision of this Agreement.





**ARTICLE
      VI**


**MISCELLANEOUS**





6.1  Entire
      Agreement .
      This
      Agreement constitutes the entire understanding between the Company and the
      CFO
      with respect to the subject matter hereof and supersedes any and all previous
      agreements or understandings between the CFO and the Company concerning the
      subject matter hereof, including without limitation the Original Employment
      Agreement, all of which are merged herein. The CFO hereby acknowledges and
      agrees that he has received all compensation and benefits whatsoever owed to
      him
      by the Company under the Original Employment Agreement for all services rendered
      prior to the date hereof.





6.2  Successors. This
      Agreement shall be binding upon and inure to the benefit of the CFO and his
      heirs and personal representatives, and the Company and its successors and
      assigns.





6.3  Notices .
      All
      notices and other communications required or permitted hereunder shall be
      delivered personally, sent via facsimile, certified or registered mail, return
      receipt requested, or next day express mail or overnight, nationally recognized
      courier, postage prepaid with proof of receipt, to the address or telephone
      number (in the case of facsimile) set forth above. Such addresses and/or
      telephone numbers may be changed by notice given in the manner provided herein.
      Any such notice shall be deemed given (i) when delivered if delivered
      personally, (ii) the day after deposit with the express or courier service
      when
      sent by next day express mail or courier, (iii) five (5) days after deposit
      with
      the postal service when sent by certified or registered mail, or (iv) when
      sent
      over a facsimile system with answer back response set forth on the sender's
      copy
      of the document.




7




6.4  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey, without regard to choice of law principles.





6.5  Amendment
      and Modification .
      This
      Agreement may be amended, modified or supplemented only by written agreement
      executed by the Company and the CFO.





6.6  Headings .
      The
      section headings herein are inserted for the convenience of the parties only
      and
      are not to be construed as part of the terms of this Agreement or to be taken
      into account in the construction or interpretation of this
      Agreement.





6.7  Counterparts .
      This
      Agreement may be executed in counterparts and by facsimile, each of which shall
      be deemed to be an original but both of which together will constitute one
      and
      the same instrument.




IN
      WITNESS WHEREOF, the parties have entered into this Agreement as of the day
      and
      year first above written.




SMART
                ENERGY SOLUTIONS, INC.By:
            /s/ Pete
              MatejaName:
                Pete MatejaTitle:
              Chief Executive Officer  /s/ Edward BraniffEdward
                  Braniff
   8