**FIRST
      AMENDMENT TO**


**CONSULTING
      AGREEMENT**





This
      First Amendment to Consulting Agreement (this “Amendment”), executed on November
      _, 2006 and made effective as of October 3, 2006, is entered between Peter
      Mateja, an individual residing at 2129 Kawartha Crescent, Mississauga, Ontario
      L5H 3P8 (the “CEO”), and Smart Energy Solutions, Inc., a Nevada corporation with
      an office currently at 207 Piaget Avenue, Clifton, NJ 07011 (the
“Company”).





**WITNESSETH
      :**





WHEREAS,
      on October 3, 2005, the Company and the CEO entered into a Consulting Agreement
      (the “Consulting Agreement”), pursuant to which the Company engaged the CEO as
      the Chief Executive Officer of the Company for a one year term expiring on
      October 2, 2006;




WHEREAS,
      subject to and in accordance with the terms and conditions set forth herein,
      the
      Company and the CEO desire to amend the Consulting Agreement for the purposes
      of
      extending the term for an additional one year period, modifying the compensation
      terms, and effecting such other changes as are herein set forth;





WHEREAS,
      Section 2.2 of the Consulting Agreement contemplated that the CEO would receive
      a bonus of up to $50,000 for services rendered pursuant thereto; and in lieu
      of
      such cash bonus, the parties hereto desire that the Company issue to CEO 150,000
      shares of the Company’s common stock, as hereinafter set forth;





NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows:





1.  Interpretation .
      Except
      as expressly set forth in this Amendment, all of the other terms and provisions
      of the Consulting Agreement shall remain in full force and effect. References
      in
      the Consulting Agreement to "this Agreement", "hereunder", "herein", "hereof",
      and words of like effect shall mean the Consulting Agreement as so amended
      by
      this Amendment. All capitalized terms used herein that are not defined herein
      shall have the meaning given to such terms in the Consulting
      Agreement.





2.  Term .
      The
      Term is hereby renewed for an additional one year period commencing as of
      October 3, 2006 and expiring on October 2, 2007, unless
      the Consulting Agreement is terminated earlier in accordance with the terms
      thereof.




3.  Amendments
      to the Consulting Agreement .





a.  Base
      Salary .
      Section
      2.2 of the Consulting Agreement, relating to the base salary, is hereby amended
      by adding the following at the end of such section: “Effective from and after
      October 3, 2006, the annual Base Salary shall be equal to One Hundred Seventy
      Thousand Dollars ($170,000).”










b.  Reimbursement
      of Accomodation Expenses .
      Section
      3.4 of the Consulting Agreement, relating to the Company’s provision of an
      apartment on behalf of the CEO, is hereby amended by deleting the second
      sentence of such section, which begins with the words “The Company agrees to
      rent an apartment...”, and substituting in lieu thereof the following:





As
      reimbursement for accommodation expenses incurred by the CEO, the Company shall
      pay the CEO Seven Hundred Dollars ($700) per month during each month of the
      Term, commencing as of October 2006, which sum shall be paid simultaneously
      with
      the payment of the installments of the CEO’s Base Salary.





c.  Termination
      without Cause .
      Section
      4.1 of the Consulting Agreement, relating to the Company’s right to terminate
      the agreement without cause, shall be deleted in its entirety and the following
      shall be substituted in lieu thereof:





4.1 Termination
      without Cause . The
      CEO's
      engagement hereunder may be terminated by the Company without Cause at any
      time
      and without notice provided that the Company pays the CEO under normal payroll
      practices for the next six (6) months immediately following such termination.
      Notwithstanding anything contained herein to the contrary, during said six
      (6)
      month period the Stock Options shall continue to vest.





d.  Change
      of Control .
      Section
      4.3 of the Consulting Agreement is hereby amended by inserting the following
      at
      the beginning of such section:





If
      the
      Company undergoes a Change of Control (hereafter defined), either the Company
      or
      the CEO may immediately terminate this Agreement upon written notice to the
      other party within
      six (6) months after the date of such Change of Control. Upon such termination,
      the Company shall pay the CEO under normal payroll practices for the next twelve
      (12) months immediately following such termination. Notwithstanding anything
      contained herein to the contrary, during said twelve (12) month period the
      Stock
      Options shall continue to vest.





4.  Payment
      of Bonus for Period October 3, 2005 until October 2, 2006 .
      The
      parties hereby agree that, in lieu of the cash Bonus to which the CEO was to
      receive pursuant to Section 2.2 of the Consulting Agreement for services
      rendered during the period October 3, 2005 until October 2, 2006, the Company
      shall issue to CEO on the date hereof one hundred fifty thousand (150,000)
      shares of the Company’s common stock.





5.  General
      Provisions .
      This
      Amendment together with the Consulting Agreement set forth the entire agreement
      and understanding of the parties in respect of the transactions contemplated
      hereby and supersedes all prior and contemporaneous agreements, arrangements
      and
      understandings of the parties relating to the subject matter hereof. No
      representation, promise, inducement, waiver of rights, agreement or statement
      of
      intention has been made by any of the parties which is not expressly embodied
      in
      the Consulting Agreement, as amended hereby. This Amendment may be executed
      simultaneously in two or more counterparts and by facsimile, each of which
      shall
      be deemed an original, but all of which together shall constitute one and the
      same instrument.




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


SMART
              ENERGY
              SOLUTIONS, INC.By: /s/
                Edward BraniffName:
                    Edward Braniff
                  Title:
                    Chief Financial Officer/s/
              Peter
              Mateja
              PETER
              MATEJA






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