Exhibit 4.1

Preferred Stock
Certificate No.  1

                          WORLD ENERGY SOLUTIONS, INC.
                             (A Florida Corporation)

                      SERIES A CONVERTIBLE PREFERRED STOCK
                               ($.0001 Par Value)

                                                          [_____________ Shares]
                                                                 Preferred Stock

This  certifies  that  ____________________________  is  the  record  holder  of
_________________ Shares of Series A Convertible Preferred Stock of World Energy
Solutions,  Inc.,  transferable  only  on the  stock  transfer  register  of the
Corporation, by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed or assigned.

This  certificate  and the  shares  represented  hereby  are issued and shall be
subject to all the provisions of the Articles of  Incorporation  and the By-laws
of the Corporation and any amendments thereto.

A  statement  of all of the  powers,  designations,  preferences  and  relative,
participating,  optional or other  special  rights of each of the  Corporation's
classes  of  stock  or  series'  thereof  and  qualifications,   limitations  or
restrictions  of  such  preferences   and/or  rights  may  be  obtained  by  any
stockholder,  upon request and without  charge,  at the principal  office of the
Corporation.

A  statement  of all of the  powers,  designations,  preferences  and  relative,
participating,   optional  or  other  special  rights  and  the  qualifications,
limitations  or  restrictions  of such  preferences  relating  to this  Series A
Convertible  Preferred  Stock is attached  hereto and  incorporated by reference
herein as Exhibit "A".

WITNESS the  signatures  of the  Corporation's  duly  authorized  officers  this
_______ day of ___________, 2006.

Mike Prentice,                                       Benjamin C. Croxton,
Chairman of the Board                                Chief Executive Officer


                       SEE RESTRICTIVE LEGENDS ON REVERSE
<PAGE>

For Value Received,  ________________________________ hereby sells, assigns, and
transfers  unto,  ______________________________,  ________________________  ( )
shares represented by the within certificate and hereby irrevocably  constitutes
and  appoints  ______________________________  as attorney to transfer  the said
shares on the share register of the within named  Corporation with full power of
substitution in the premises.

Dated:  _______________________

In the Presence of _________________________________
                   Witness Stockholder

NOTICE:  THE  SIGNATURE  ON THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS
WRITTEN  UPON  THE  FACE OF  THIS  CERTIFICATE,  IN  EVERY  PARTICULAR,  WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  SUCH
SHARES  MAY  NOT BE  SOLD  OR  TRANSFERED  OR  PLEDGED  IN THE  ABSENCE  OF SUCH
REGISTRATION  UNLESS THE  COMPANY  RECEIVES  AN  OPINION  OF COUNSEL  REASONABLY
ACCEPTABLE  TO IT  STATING  THAT  SUCH  SALE OR  TRANSFER  IS  EXEMPT  FROM  THE
REGISTRATION  AND PROSPECTUS  DELIVERY  REQUIREMENTS  OF SAID ACT. COPIES OF THE
AGREEMENT,  IF ANY,  COVERING THE PURCHASE OF THE SHARES AND  RESTRICTING  THEIR
TRANSFER  MAY BE  OBTAINED AT NO COST BY WRITTEN  REQUEST  MADE BY THE HOLDER OF
RECORD OF THIS  CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE CORPORATION.

THE RIGHTS, PREFERENCES,  PRIVELEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON
THIS SERIES A CONVERTIBLE  PREFERRED  STOCK OF THE  CORPORATION ARE SET FORTH ON
THE CERTIFICATE OF DESIGNATION ATTACHED HERETO AS EXHIBIT "A".

<PAGE>

                                   EXHIBIT "A"

                          WORLD ENERGY SOLUTIONS, INC.
                     SERIES "A" CONVERTIBLE PREFERRED STOCK
                           CERTIFICATE OF DESIGNATIONS

     The Series "A" Convertible  Preferred  Stock (the "Preferred  Stock") shall
bear interest for a period of 12 months from the date of issuance at the rate of
five  percent  (5%) per  annum,  compounded  quarterly  (at 1.25% per  quarter),
payable in cash or in shares of common stock of the  Corporation.  The principal
amount upon which such interest is calculated  shall be set forth in the written
agreement for acquisition of the Preferred Stock.

     Subject to applicable  laws  regulating the transfer  and/or  conversion of
unregistered  securities,  the  Preferred  Stock  shall  be  convertible  at the
election of the holder  thereof into shares of common  stock of the  Corporation
after a period of one year from the date of  issuance.  The  number of shares of
common stock of the  Corporation  to be issued upon  conversion of the shares of
Preferred  Stock  shall be subject  to the terms of the  written  agreement  for
acquisition of the Preferred  Stock,  as negotiated  between the Corporation and
the Preferred Stock shareholder.

     The Series "A" Convertible  Preferred  Stock (the "Preferred  Stock") shall
have no voting rights.