<PAGE>

                                                                    EXHIBIT 10.9

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

                                    CONTRACT
                    MONTGOMERY COUNTY CONTRACT NO. 6506100014

THIS CONTRACT is made and entered into by and between Montgomery County,
Maryland, hereinafter referred to as the "County", and World Energy Solutions,
Inc., 446 Main Street, Worcester, Massachusetts 01608, hereinafter referred to
as the "Contractor".

The County requires electricity supply acquisition management services and the
Contractor is able to meet the County's need for these services.

The Contractor has a contract with the U.S. General Services Administration, in
which the Contractor provides electricity supply acquisition management services
that the County would like to procure. (U.S. General Services Administration,
Contract No. GS-00P-05-BSC-0364, dated September 28, 2005)

In accordance with Montgomery County Procurement Regulations 27-03AM, Section
4.1.15 and 11B-42 of the Montgomery County Code, a "bridge contract" is being
established between the Contractor and the County. The contract is for
materially the same electricity supply acquisition management services at the
same prices as the contract between Contractor and the U.S. General Services
Administration, Contract No. GS-00P-05-BSC-0364, dated September 28, 2005.

In accordance with (1) This contract document including the County's Special
Terms and Conditions (2) Attachment A - the County's "General Conditions of
Contract Between County and Contractor"(Form PMMD 45, REVISED 1/06/05), (3)
Attachment B - Mandatory Insurance Requirements, and (4) Attachment C - U.S. GSA
Contract No. GS-00P-O5-BSC-0364, all of which are attached and incorporated by
reference and made a part of this contract, the County and the Contractor do
agree as follows:

A.   SPECIFICATION/SCOPE OF WORK: The Contractor must provide, as required by
     the County, electricity supply acquisition management services in
     accordance with Contract No. GS-00P-05-BSC-0364.

B.   COMPENSATION/METHOD OF PAYMENT: The County will enter into a $0 value
     contract with World Energy Solutions, Inc. (WES) as fees will be collected
     on a per unit basis for all supply contracts awarded as a result of
     services provided. This approach solves both budgetary and possible
     performance issues as no payment will be required unless services provided
     result in the award of a supply contract. WES will be reimbursed by winning
     suppliers at a rate of $0.001 per kWh for all accounts served through
     contract awards. Fees paid by suppliers will be based on the amount of
     actual kWhs used by each of the accounts served over the life of the
     awarded contract(s). The County will include payment and reporting terms
     for all winning suppliers to WES in the RFP for energy supply and the final
     contract award to energy suppliers. All other government agencies
     responsible for making their own contract awards will also be required to
     include payment and reporting terms to WES in their final contract awards
     to energy suppliers.

C.   CONTRACT TERM: The terra of the contract is for one (1) year from the date
     of signature by the Director, Office of Procurement. Before the contract
     term ends, the


                                  Page 1 of 3

<PAGE>

     Director may (but is not required to) renew this contract if the Director
     determines that renewal is in the best interests of the County.
     Contractor's satisfactory performance does not guarantee renewal of this
     Contract. The Director may exercise this option to renew for two (2)
     additional one-year periods.

D.   SPECIAL TERMS AND CONDITIONS:

     1.   CONTRACT ADMINISTRATOR

          The designated Contract Administrator for this Contract is Stephen
          Nash, Chief, Engineering and Management Service Section, Division of
          Operations, Department of Public Works and Transportation.

     2.   DEPARTMENTS AUTHORIZED TO USE THE CONTRACT

          The primary user of this contract will be the Engineering and
          Management Service Section, Division of Operations, Department of
          Public Works and Transportation. All other users of this contract must
          route their usage through the Contract Administrator, or designee.

E.   GENERAL CONDITIONS: The General Conditions of Contract Between the County
     and Contractor (General Conditions) are attached and incorporated herein as
     Attachment A. The mandatory insurance requirements contained in Attachment
     B supercede those contained in paragraph 21 of Attachment A.

F.   PRIORITY OF DOCUMENTS: The following documents are attached hereto and
     incorporated herein by reference. The order of priority for purposes of
     resolving conflicts between the documents is: (1) This Contract document
     including Attachment A - the County's "General Conditions of Contract
     Between County and Contractor" (Form PMMD 45, REVISED 1/06/05), Attachment
     B - Mandatory Insurance Requirements, and (2) Attachment C - Contract No.
     GS-00P-05-BSC-0364 between Contractor and the U.S. General Services
     Administration.


                                  Page 2 of 3

<PAGE>

SIGNATURES

IN WITNESS WHEREOF, the parties herein have entered into this CONTRACT as of the
date executed by the County's Director, Office of Procurement.

WORLD ENERGY SOLUTIONS, INC.            MONTGOMERY COUNTY, MARYLAND
446 Main Street
Worcester, Massachusetts 01608


By: /s/ Richard Domaleski               By: /s/ [ILLEGIBLE]
    ---------------------------------       ------------------------------------
Typed: Richard Domaleski                    Dr. Beatrice P. Tignor, Director
Title: CEO                                  Office of Procurement
Date: 1/04/06                           Date: 1/9/06


                                        RECOMMENDED:


                                        By: /s/ [ILLEGIBLE]
                                            ------------------------------------
                                             for Stephen Nash, Chief Engineering
                                             and Management Service Section
                                             Division of Operations, DPWT

                                        Date: [ILLEGIBLE]

                                        APPROVED AS TO FORM AND LEGALITY BY THE
                                        OFFICE OF THE COUNTY ATTORNEY


                                        By: /s/ [ILLEGIBLE]
                                            ------------------------------------
                                        Date: 12-29-05


                                   Page 3 of 3

<PAGE>

                                  ATTACHMENT A
           GENERAL CONDITIONS OF CONTRACT BETWEEN COUNTY & CONTRACTOR

     1.   ACCOUNTING SYSTEM AND AUDIT, ACCURATE INFORMATION

     The contractor certifies that all information the contractor has provided
     or will provide to the County is true and correct and can be relied upon by
     the County in awarding, modifying, making payments, or taking any other
     action with respect to this contract including resolving claims and
     disputes. Any false or misleading information is a ground for the County to
     terminate this contract for cause and to pursue any other appropriate
     remedy. The contractor certifies that the contractor's accounting system
     conforms with generally accepted accounting principles, is sufficient to
     comply with the contract's budgetary and financial obligations, and is
     sufficient to produce reliable financial information.

     The County may examine the contractor's and any first-tier subcontractor's
     records to determine and verify compliance with the contract and to resolve
     or decide any claim or dispute arising under this contract. The contractor
     and any first-tier subcontractor must grant the County access to these
     records at all reasonable times during the contract term and for 3 years
     after final payment. If the contract is supported to any extent with
     federal or state funds, the appropriate federal or state authorities may
     also examine these records. The contractor must include the preceding
     language of this paragraph in all first-tier subcontracts.

     2.   AMERICANS WITH DISABILITIES ACT

     The contractor agrees to comply with the nondiscrimination requirements of
     Titles II and III, and other provisions, of the Americans with Disabilities
     Act of 1990, Pub. Law 101-336, as amended, currently found at 42 U.S.C.,
     Section 12101, et seq.

     3.   APPLICABLE LAWS

     This contract must be construed in accordance with the laws and regulations
     of Maryland and Montgomery County. The Montgomery County Procurement
     Regulations are incorporated by reference into, and made a part of, this
     contract. In the case of any inconsistency between this contract and the
     Procurement Regulations, the Procurement Regulations govern. The contractor
     must, without additional cost to the County, pay any necessary fees and
     charges, obtain any necessary licenses and permits, and comply with
     applicable federal, state and local laws, codes and regulations. For
     purposes of litigation involving this contract, except for contract
     Disputes discussed in paragraph 8 below, exclusive venue and jurisdiction
     must be in the Circuit Court for Montgomery County, Maryland or in the
     District Court of Maryland for Montgomery County.

     Furthermore, by signing, or performing work under, a contract for services
     or arising from a grant award to participate in a County-funded program,
     contractor expressly certifies and agrees that it will not expend County
     funds to assist, promote, deter, or otherwise influence union activity or
     organizing, and that it will comply with the requirements of Montgomery
     County Code, Section 11B-33B.


                                  Page 1 of 12

<PAGE>

     4.   ASSIGNMENTS AND SUBCONTRACTS

     The contractor may not assign or transfer this contract, any interest
     herein or any claim hereunder, except as expressly authorized in writing by
     the Director, Office of Procurement. Unless performance is separately and
     expressly waived in writing by THE DIRECTOR, OFFICE OF PROCUREMENT, an
     assignment does not release the contractor from responsibility for
     performance of this contract. Unless otherwise provided in the contract,
     the contractor may not contract with any other party for furnishing any of
     the materials or services herein contracted for without the written
     approval of the Director, Office of Procurement.

     5.   CHANGES

     The Director, Office of Procurement may unilaterally change the work,
     materials and services to be performed. The change must be in writing and
     within the general scope of the contract. The contract will be modified to
     reflect any time or money adjustment the contractor is entitled to receive.
     Contractor must bring to the Contract Administrator, in writing, any claim
     about an adjustment in time or money resulting from a change, within 30
     days from the date the Director, Office of Procurement, issued the change
     in work, or the claim is waived. Any failure to agree upon a time or money
     adjustment must be resolved under the "Disputes" clause of this contract.
     The contractor must proceed with the prosecution of the work as changed,
     even if there is an unresolved claim. No charge for any extra work, time or
     material will be allowed, except as provided in this section.

     6.   CONTRACT ADMINISTRATION

          A. The contract administrator, subject to paragraph B below, is the
     Department representative designated by the Director, Office of
     Procurement, in writing and is authorized to:

               (1)  serve as liaison between the County and Contractor;

               (2)  give direction to the Contractor to ensure satisfactory and
                    complete performance;

               (3)  monitor and inspect the Contractor's performance to ensure
                    acceptable timeliness and quality;

               (4)  serve as records custodian for this contract, including wage
                    requirements;

               (5)  accept or reject the Contractor's performance;

               (6)  furnish timely written notice of the contractor's
                    performance failures to the Director, Office of Procurement
                    and to the County Attorney, as appropriate;

               (7)  prepare required reports;


                                  Page 2 of 12

<PAGE>

               (8)  approve or reject invoices for payment;

               (9)  recommend contract modifications or terminations to the
                    Director, Office of Procurement;

               (10) issue notices to proceed; and

               (11) monitor and verify compliance with any MFD Performance Plan.

          B. The contract administrator is NOT authorized to make determinations
     (as opposed to recommendations) that alter, modify, terminate or cancel the
     contract, interpret ambiguities in contract language, or waive the County's
     contractual rights.

     7.   COST & PRICING DATA

     Chapter 11B of the County Code and the Montgomery County Procurement
     Regulations require that cost & pricing data be obtained from proposed
     awardees/contractors in certain situations. The contractor guarantees that
     any cost & pricing data provided to the County will be accurate and
     complete. The contractor grants the Director, Office of Procurement, access
     to all books, records, documents, and other supporting data in order to
     permit adequate evaluation of the contractor's proposed price(s). The
     contractor also agrees that the price to the County, including profit or
     fee, may, at the option of the County, be reduced to the extent that the
     price was based on inaccurate, incomplete, or noncurrent data supplied by
     the contractor.

     8.   DISPUTES

     Any dispute by Contractor arising under this contract that is not disposed
     of by agreement must be decided under the Montgomery County Code and the
     Montgomery County Procurement Regulations. Pending final resolution of a
     dispute, the Contractor must proceed diligently with contract performance.
     Subject to subsequent revocation or alteration by the Director, Office of
     Procurement, the head of the County department, office or agency
     ("Department Head") of the contract administrator is the designee of the
     Director, Office of Procurement, for the purpose of dispute resolution. The
     Department Head, or his or her designee, must forward to the Director,
     Office of Procurement, a copy of any written resolution of a dispute. The
     Department Head may, with the contractor's consent, delegate this
     responsibility to another person (other than the contract administrator). A
     contractor must notify, in writing, the contract administrator of a claim,
     and must attempt to resolve a claim with the contract administrator prior
     to filing a dispute with the Director, Office of Procurement. The
     contractor waives any dispute or claim not made in writing and received by
     the Director, Office of Procurement, within 30 days of the event giving
     rise to the dispute or claim, whether or not the contract administrator has
     responded to a written notice of claim or resolved the claim. The Director,
     Office of Procurement, must dismiss a dispute that is not timely filed. A
     dispute must be in writing, for specific relief, and any requested relief
     must be fully supported by affidavit of all relevant calculations,
     including cost and pricing information, records, and other information. At
     the County's option, the Contractor agrees to be made a party to any
     related dispute involving another contractor.


                                  Page 3 of 12

<PAGE>

     9.   DOCUMENTS, MATERIALS AND DATA

     All documents, materials or data developed as a result of this contract are
     the County's property. The County has the right to use and reproduce arty
     documents, materials, and data, including confidential information, used in
     the performance of, or developed as a result of, this contract. The County
     may use this information for its own purposes, including reporting to state
     and federal agencies. The contractor warrants that it has title to or right
     of use of all documents, materials or data used or developed in connection
     with this contract. The Contractor must keep confidential all documents,
     materials, and data prepared or developed by the contractor or supplied by
     the County.

     10.  DURATION OF OBLIGATION

     The contractor agrees that all of contractor's obligations and warranties,
     including all requirements imposed by the Minority Owned Business Addendum
     to these General Conditions, if any, which directly or indirectly are
     intended by their nature or by implication to survive contractor
     performance, do survive the completion of performance, termination for
     default, termination for convenience, or termination by mutual consent of
     the contract.

     11.  ENTIRE AGREEMENT

     There are no promises, terms, conditions, or obligations other than those
     contained in this contract. This contract supersedes all communications,
     representations, or agreements, either verbal or written, between the
     parties hereto, with the exception of express warranties given to induce
     the County to enter into the contract.

     12.  ETHICS REQUIREMENTS/ POLITICAL CONTRIBUTIONS

     The contractor must comply with the ethics provisions contained in Chapters
     11B and 19A, Montgomery County Code, which include the following:

          (a)  a prohibition against making or offering to make certain gifts.
               Section 11B-51(a).

          (b)  a prohibition against kickbacks. Section 11B-51(b).

          (c)  a prohibition against a person engaged in a procurement from
               employing or offering to employ a public employee. Section 11B-52
               (a).

          (d)  a prohibition against a contractor that is providing a
               recommendation to the County from assisting another party or
               seeking to obtain an economic benefit beyond payment under the
               contract. Section 11B-52(b)

          (e)  a restriction on the use of confidential information obtained in
               performing a contract. Section 11B-52 (c).

          (f)  a prohibition against contingent fees. Section 11B-53.


                                  Page 4 of 12

<PAGE>

Furthermore, the contractor specifically agrees to comply with County Code
Sections 11B-51, 11B-52, 11B-53, 19A-12, and/or 19A-13.

In addition, the contractor must comply with the political contribution
reporting requirements currently codified under Title 14 of Article 33 of the
Annotated Code of Maryland.

     13.  GUARANTEE

          A. Contractor guarantees for one year from acceptance, or for a longer
     period that is otherwise expressly stated in the County's written
     solicitation, all goods, services, and construction offered, including
     those used in the course of providing the goods, services, and/or
     construction. This includes a guarantee that all products offered (or used
     in the installation of those products) carry a guarantee against any and
     all defects for a minimum period of one year from acceptance, or for a
     longer period stated in the County's written solicitation. The contractor
     must correct any and all defects in material and/or workmanship that may
     appear during the guarantee period, or any defects that occur within one
     (1) year of acceptance even if discovered more than one (1) year after
     acceptance, by repairing, (or replacing with new items or new materials, if
     necessary) any such defect at no cost to the County and to the County's
     satisfaction.

          B. Should a manufacturer's or service provider's warranty or guarantee
     exceed the requirements stated above, that guarantee or warranty will be
     the primary one used in the case of defect. Copies of manufacturer's or
     service provider's warranties must be provided upon request.

          C. All warranties and guarantees must be in effect from the date of
     acceptance by the County of the goods, services, or construction.

          D. The contractor guarantees that all work shall be accomplished in a
     workmanlike manner, and the contractor must observe and comply with all
     Federal, State, County and local laws, ordinances and regulations in
     providing the goods, and performing the services or construction.

          E. Goods and materials provided under this contract must be of first
     quality, latest model and of current manufacture, and must not be of such
     age or so deteriorated as to impair their usefulness or safety. Items that
     are used, rebuilt, or demonstrator models are unacceptable, unless
     specifically requested by the County in the Specifications.

     14.  HAZARDOUS AND TOXIC SUBSTANCES

     Manufacturers and distributors are required by federal "Hazard
     Communication" provisions (29 CFR 1910.1200), and the Maryland "Access to
     Information About Hazardous and Toxic Substances" Law, to label each
     hazardous material or chemical container, and to provide Material Safety
     Data Sheets to the purchaser. The contractor must comply with these laws
     and must provide the County with copies of all relevant documents,
     including Material Safety Data Sheets, prior to performance of work or
     contemporaneous with delivery of goods.


                                  Page 5 of 12

<PAGE>

     15.  HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) COMPLIANCE

     In addition to the provisions stated above in Section 3. "Applicable Laws,"
     contractor must comply with all requirements in the federal Health
     Insurance Portability and Accountability Act (HIPAA), to the extent that
     HIPAA is applicable to this contract. Furthermore, contractor must enter
     into the County's standard Business Associate Agreement when contractor or
     the County, as part of this contract, may use or disclose to one another,
     to the individual whose health information is at issue, or to a
     third-party, any protected health information that is obtained from,
     provided to, made available to, or created by, or for, the contractor or
     the County.

     16.  IMMIGRATION REFORM AND CONTROL ACT

     The contractor warrants that both the contractor and its subcontractors do
     not, and shall not, hire, recruit or refer for a fee, for employment under
     this contract or any subcontract, an alien while knowing the alien is an
     unauthorized alien, or any individual without complying with the
     requirements of the federal Immigration and Nationality laws, including any
     verification and record keeping requirements. The contractor further
     assures the County that, in accordance with those laws, it does not, and
     will not, discriminate against an individual with respect to hiring,
     recruitment, or referral for a fee, of an individual for employment or the
     discharge of an individual from employment, because of the individual's
     national origin or, in the case of a citizen or prospective citizen,
     because of the individual's citizenship status.

     17.  INCONSISTENT PROVISIONS

     Notwithstanding any provisions to the contrary in any contract terms or
     conditions supplied by the contractor, this General Conditions of Contract
     document supersedes the contractor's terms and conditions, in the event of
     any inconsistency.

     18.  INDEMNIFICATION

     The contractor is responsible for any loss, personal injury, death and any
     other damage (including incidental and consequential) that may be done or
     suffered by reason of the contractor's negligence or failure to perform any
     contractual obligations. The contractor must indemnify and save the County
     harmless from any loss, cost, damage and other expenses, including
     attorney's fees and litigation expenses, suffered or incurred due to the
     contractor's negligence or failure to perform any of its contractual
     obligations. If requested by the County, the contractor must defend the
     County in any action or suit brought against the County arising out of the
     contractor's negligence, errors, acts or omissions under this contract. The
     negligence of any agent, subcontractor or employee of the contractor is
     deemed to be the negligence of the contractor. For the purposes of this
     paragraph, County includes its boards, agencies, agents, officials and
     employees.


                                  Page 6 of 12

<PAGE>

     19.  INDEPENDENT CONTRACTOR

     The contractor is an independent contractor. The contractor and the
     contractor's employees or agents are not agents of the County.

     20.  INSPECTIONS

     The County has the right to monitor, inspect and evaluate or test all
     supplies, goods, services, or construction called for by the contract at
     all reasonable places (including the contractor's place of business) and
     times (including the period of preparation or manufacture).

     21.  INSURANCE

     Prior to contract execution by the County, the proposed awardee/contractor
     must obtain at its own cost and expense the insurance specified in the
     applicable table (See Tables A and B) or attachment to these General
     Conditions, with one or more insurance company(ies) licensed or qualified
     to do business in the State of Maryland, and acceptable to the County's
     Division of Risk Management. Contractor must keep this insurance in full
     force and effect during the term of this contract, including all
     extensions. Unless expressly provided otherwise, Table A is applicable to
     this contract. The insurance must be evidenced by one or more
     Certificate(s) of Insurance and, if requested by the County, the proposed
     awardee/contractor must provide a copy of any and all insurance policies to
     the County. At a minimum, the proposed awardee/contractor must submit to
     the Director, Office of Procurement, one or more Certificate(s) of
     Insurance prior to award of this contact, and prior to any contract
     modification extending the term of the contract, as evidence of compliance
     with this provision. The contractor's insurance must be primary. Montgomery
     County, MD, including its officials, employees, agents, boards, and
     agencies, must be named as an additional insured on all liability policies.
     Forty-five days written notice to the County of cancellation or material
     change in any of the policies is required. In no event may the insurance
     coverage be less than that shown on the applicable table, attachment, or
     contract provision for required insurance. The Director, Office of
     Procurement, may waive the requirements of this section, in whole or in
     part.

     22.  INTELLECTUAL PROPERTY APPROVAL AND INDEMNIFICATION - INFRINGEMENT

     If contractor will be preparing, displaying, publicly performing,
     reproducing, or otherwise using, in any manner or form, any information,
     document, or material that is subject to a copyright, trademark, patent, or
     other property or privacy right, then contractor must: obtain all necessary
     licenses, authorizations, and approvals related to its use; include the
     County in any approval, authorization, or license related to its use; and
     indemnify and hold harmless the County related to contractor's alleged
     infringing or otherwise improper or unauthorized use. Accordingly, the
     contractor must protect, indemnify, and hold harmless the County from and
     against all liabilities, actions, damages, claims, demands, judgments,
     losses, costs, expenses, suits, or actions, and


                                  Page 7 of 12

<PAGE>

     attorneys' fees and the costs of the defense of the County, in any suit,
     including appeals, based upon or arising out of any allegation of
     infringement, violation, unauthorized use, or conversion of any patent,
     copyright, trademark or trade name, license, proprietary right, or other
     related property or privacy interest in connection with, or as a result of,
     this contract or the performance by the contractor of any of its activities
     or obligations under this contract.

     23.  NON-CONVICTION OF BRIBERY

     The contractor hereby declares and affirms that, to its best knowledge,
     none of its officers, directors, or partners or employees directly involved
     in obtaining contracts has been convicted of bribery, attempted bribery, or
     conspiracy to bribe under any federal, state, or local law.

     24.  NON-DISCRIMINATION IN EMPLOYMENT

     The contractor agrees to comply with the non-discrimination in employment
     policies and/ or provisions prohibiting unlawful employment practices in
     County contracts as required by Section 11B-33 and Section 27-19 of the
     Montgomery County Code, as well as all other applicable state and federal
     laws and regulations regarding employment discrimination.

     The contractor assures the County that, In accordance with applicable law,
     it does not, and agrees that it will not, discriminate in any manner on the
     basis of race, color, religious creed, ancestry, national origin, age, sex,
     marital status, disability, or sexual orientation.

     The contractor must bind its subcontractors to the provisions of this
     section.


                                  Page 8 of 12

<PAGE>

                        TABLE A. - INSURANCE REQUIREMENTS

       (See Paragraph #21 Under the General Conditions of Contract Between
                             County and Contractor)

<TABLE>
<CAPTION>
                                        CONTRACT DOLLAR VALUES (IN $1,000's)
                                   ---------------------------------------------
                                   Up to 50  Up to 100  Up to 1,000  Over 1,000
                                   --------  ---------  -----------  ----------
<S>                                <C>       <C>        <C>          <C>
Workers Compensation (for
contractors with employees)
                                                            BODILY INJURY BY
Accident (each)                       100       100          100     See
Disease (policy limits)               500       500          500     Attachment
Disease (each employee)               100       100          100

Commercial General Liability          300       500        1,000     See
minimum combined single limit for                                    Attachment
bodily injury and property damage
per occurrence, including
contractual liability, premises
and operations, and independent
contractors

Minimum Automobile Liability
(including owned, hired and non-
owned automobiles)
Bodily Injury
each person                           100       250          500     See
each occurrence                       300       500        1,000     Attachment

Property Damage each occurrence       300       300          300

Professional Liability*               250       500        1,000     See
for errors, omissions
Attachment
and negligent acts, per
claim and aggregate, with
one year discovery period and
maximum deductible of $25,000

Certificate Holder
Montgomery County Maryland
(Contract #)
Office of Procurement
Rockville Center
255 Rockville Pike, Suite 180
Rockville, Maryland 20850-4166
</TABLE>

*    Professional services contracts only


                                  Page 9 of 12

<PAGE>

                        TABLE B. - INSURANCE REQUIREMENTS

       (See Paragraph #21 Under the General Conditions of Contract Between
                             County and Contractor)

<TABLE>
<CAPTION>
                                   Up to 50  Up to 100  Up to 1,000  Over 1,000
                                   --------  ---------  -----------  ----------
<S>                                <C>       <C>        <C>          <C>
Commercial General Liability          300       500        1,000     See
minimum combined single limit for                                    Attachment
bodily injury and property damage
per occurrence, including
contractual liability, premises
and operations, independent
contractors, and product
liability

Certificate Holder
Montgomery County Maryland
(Contract #)
Office of Procurement
Rockville Center
255 Rockville Pike, Suite 180
Rockville, Maryland 20850-4166
</TABLE>

                  [Remainder of Page Intentionally Left Blank]


                                 Page 10 of 12
<PAGE>

25.  PAYMENTS

No payment by the County may be made, or is due, under this contract, unless
funds for the payment have been appropriated and encumbered by the County. Under
no circumstances will the County pay the contractor for legal fees. The
contractor must not proceed to perform any work (provide goods, services, or
construction) prior to receiving written confirmation that the County has
appropriated and encumbered funds for that work. If the contractor fails to
obtain this verification from the Office of Procurement prior to performing
work, the County has no obligation to pay the contractor for the work.

If this contract provides for an additional contract term for contractor
performance beyond its initial term, continuation of contractor's performance
under this contract beyond the initial term is contingent upon, and subject to,
the appropriation of funds and encumbrance of those appropriated funds for
payments under this contract. If funds are not appropriated and encumbered to
support continued contractor performance in a subsequent fiscal period,
contractor's performance must end without further notice from, or cost to, the
County. The contractor acknowledges that the County Executive has no obligation
to recommend, and the County Council has no obligation to appropriate, funds for
this contract in subsequent fiscal years. Furthermore, the County has no
obligation to encumber funds to this contract in subsequent fiscal years, even
if appropriated funds may be available. Accordingly, for each subsequent
contract term, the contractor must not undertake any performance under this
contract until the contractor receives a purchase order or contract amendment
from the County that authorizes the contractor to perform work for the next
contract term.

26.  PERSONAL PROPERTY

All furniture, office equipment, equipment, vehicles, and other similar types of
personal property specified in the contract, and purchased with funds provided
under the contract, become the property of the County upon the end of the
contract term, or upon termination or expiration of this contract, unless
expressly stated otherwise.

27.  TERMINATION FOR DEFAULT

The Director, Office of Procurement, may terminate the contract in whole or in
part, and from time to time, whenever the Director, Office of Procurement,
determines that the contractor is:

(a)  defaulting in performance or is not complying with any provision of this
     contract;

(b)  failing to make satisfactory progress in the prosecution of the contract;
     or

(c)  endangering the performance of this contract.

The Director, Office of Procurement, will provide the contractor with a written
notice to cure the default. The termination for default is effective on the date
specified in the County's written notice. However, if the County determines that
default contributes to


                                  Page 11 of 12

<PAGE>

the curtailment of an essential service or poses an immediate threat to life,
health, or property, the County may terminate the contract immediately upon
issuing oral or written notice to the contractor without any prior notice or
opportunity to cure. In addition to any other remedies provided by law or the
contract, the contractor must compensate the County for additional costs that
foreseeably would be incurred by the County, whether the costs are actually
incurred or not, to obtain substitute performance. A termination for default is
a termination for convenience if the termination for default is later found to
be without justification.

28.  TERMINATION FOR CONVENIENCE

This contract may be terminated by the County, in whole or in part, upon written
notice to the contractor, when the County determines this to be in its best
interest. The termination for convenience is effective on the date specified in
the County's written notice. Termination for convenience may entitle the
contractor to payment for reasonable costs allocable to the contract for work or
costs incurred by the contractor up to the date of termination. The contractor
must not be paid compensation as a result of a termination for convenience that
exceeds the amount encumbered to pay for work to be performed under the
contract.

29.  TIME

Time is of the essence.

30.  WORK UNDER THE CONTRACT

Work may not commence under this contract until all conditions for commencement
are met, including execution of the contract by both parties, compliance with
insurance requirements, encumbrance of funds, and issuance of any required
notice to proceed.

THIS FORM MAY NOT BE MODIFIED WITHOUT THE PRIOR APPROVAL OF THE OFFICE OF THE
COUNTY ATTORNEY. PMMD-45, REVISED 01/06/05


                                  Page 12 of 12

<PAGE>

                                  ATTACHMENT B

MANDATORY INSURANCE REQUIREMENTS

BRIDGE CONTRACT WITH WORLD ENERGY SOLUTIONS, INC. Provide a web based bidding
application that will assist the County to structure our RFP to procure
electricity and will receive the bids and assist the County in assimilating the
bidders information which will allow the County the necessary information to
make the final selections.

Prior to the execution of the contract by the County, the proposed awardee must
obtain at their own cost and expense the following insurance with an insurance
company/companies licensed to do business in the State of Maryland and
acceptable to the Division of Risk Management. This insurance must be kept in
full force and effect during the term of this contract, including all
extensions. The insurance must be evidenced by a certificate of insurance, and
if requested by the County, the proposed awardee/Contractor shall provide a copy
of the insurance policies. The Contractor's insurance shall be primary.

Commercial General Liability

A minimum limit of liability of FIVE HUNDRED THOUSAND DOLLARS ($500,000),
combined single limit, for bodily injury and property damage coverage per
occurrence including the following coverages:

     Contractual Liability
     Premises and Operations
     Independent Contractors
     Products and Completed Operations during and for two years following
     completion of the work.

Professional Liability

Professional liability insurance covering errors and omissions and negligent
acts committed during the period of contractual relationship with the County
with a limit of liability of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000),
per claim and aggregate and a maximum deductible of $25,000. Contractor/proposer
agrees to provide a one-year discovery period under this policy.

Additional Insured

Montgomery County, Maryland, its elected and appointed officials, officers,
consultants, agents and employees must be named as an additional insured on
Contractor's Commercial and Excess/Umbrella Insurance for liability arising out
of contractor's products, goods and services provided under this contract.

Policy Cancellation

Forty-five (45) days written notice of cancellation or material change of any of
the policies is required.

Certificate Holder

Montgomery County, Maryland


                                        B

<PAGE>

                                  ATTACHMENT C

                      U.S. GENERAL SERVICES ADMINISTRATION

                         CONTRACT NO. GS-00P-05-BSC-0364

<PAGE>

           R -- SUPPLY-SIDE ENERGY PROCUREMENT AND MANAGEMENT SERVICES

-    Solicitation 01 - Posted on Aug 24, 2005

GENERAL INFORMATION

<TABLE>
<S>                          <C>
     Document Type:          Presolicitation Notice

     Solicitation Number:    GS-00P-05-BSC-0364

     Posted Date:            Aug 24, 2005

     Original Response Date: Sep 07, 2005

     Current Response Date:  Sep 07, 2005

     Original Archive Date:  Feb 24, 2006

     Current Archive Date:   Feb 24, 2006

     Classification Code:    R -- Professional, administrative, and management
                             support services

     Naics Code:             541690 -- Other Scientific and Technical Consulting
                             Services
</TABLE>

CONTRACTING OFFICE ADDRESS

     General Services Administration, Public Buildings Service (PBS), Energy
     Center of Expertise (WPE), 7th & D Street, SW, Room 4004, Washington, DC,
     20407

DESCRIPTION

     The General Services Administration is requesting proposals for the
     provision of performance-based supply-side energy management services,
     which include but are not limited to: performance of real-time, online
     reverse energy auctions, energy acquisition services and energy consultant
     services. The successful offeror will provide the full requirements for a
     term of five (5) years from date of award. Proposals must be received no
     later than 3:00 PM EST. on September 7, 2005 at General Services
     Administration, Energy Center of Expertise (WPE), 301 7th Street, SW, Room
     4004, Washington, DC 20407, Attn: Ms. Linda Collins, Contracting Officer.
     If you have any questions, please contact Ms. Collins on (202) 708-9881.

<PAGE>

POINT OF CONTACT

     Linda Collins, Contracting Officer, Phone (202) 708-9881, Fax (202)
     205-5049, Email lindal.collins@gsa.gov

                        Register to Receive Notification

GOVERNMENT-WIDE NUMBERED NOTES
YOU MAY RETURN TO BUSINESS OPPORTUNITIES AT:

     -    GSA PBS listed by [Posted Date]

     -    GSA Agencywide listed by [Posted Date]

            [Home] [SEARCH synopses] [Procurement Reference Library]

<PAGE>

<TABLE>
<S>                     <C>                      <C>         <C>          <C>                           <C>
                SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS          1. REQUISITION NO.            PAGE 1 OF 72
                 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

2. CONTRACT NO.         3. AWARD/EFFECTIVE DATE  4. ORDER NO.             5. SOLICITATION NO.           6. SOLICITATION ISSUE DATE
GS-00P-05-BSC-0364      09-28-2005                                        GS-00P-05-BSC-0364            08-24-2005

7.  FOR SOLICITATION    a. NAME                                           b. TELEPHONE No. (No Collect  8. OFFER DUE DATE/LOCAL TIME
    INFORMATION CALL >       Linda L. Collins                             Calls) (202) 708-9881         09-07-2005

9.  ISSUED BY            CODE [ ]                10. THIS ACQUISITION IS  11. DELIVERY FOR FOB          12. DISCOUNT TERMS
                                                 [X] UNRESTRICTED         DESTINATION UNLESS BLOCK IS
General Services                                 [ ] SET ASIDE ___% FOR   MARKED
Administration                                                            [X] SEE SCHEDULE
Energy Center of                                     [ ] SMALL BUSINESS
Expertise (WPE)                                                           [ ] 13a. THIS CONTRACT IS A RATED ORDER
301 7th Street, SW,                                  [ ] SMALL DISADV.                      UNDER DPAS (15 CFR 700)
Rooom 4004                                               BUSINESS
Washington, DC 20407
                                                     [ ] 8(A)
                                                                          13b. RATING

                                                 SIC: 0781

                                                 SIZE STD: Not to         14. METHOD OF SOLICITATION
                                                 Exceed $6M                    [ ] RFQ     [ ] IFB     [X] RFP

15. DELIVER TO          CODE [ ]                 16. ADMINISTERED BY                           CODE [ ]
See Block 9 Address                              See Block 9

17a. CONTRACTOR/     CODE [ ]  FACULTY           18a. PAYMENT WILL BE MADE BY                  CODE [ ]
OFFEROR                        CODE    [ ]
World Energy Solutions
446 Main Street                                  See Section A of Contract.
Worcester, MA 01608

TELEPHONE NO. 508-459-8101

[ ] 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER   18b. SUBMIT INVOICES TO ADDRESSES SHOWN IN BLOCK 18a
                                                                               UNLESS BLOCK BELOW IS CHECKED
                                                                               [X] SEE ADDENDUM

                                  20.
          19.                 SCHEDULE OF            21.         22.                   23.                           24.
       ITEM NO.            SUPPLIES/SERVICES      QUANTITY       UNIT              UNIT PRICE                      AMOUNT
----------------------  -----------------------  ----------  -----------  ----------------------------  ----------------------------
           1            See SUBMISSION
                        REQUIREMENTS -
                        PRICING SECTION C.1

                        TOTAL

                           (Attach Additional
                          Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA                                     26. TOTAL AWARD AMOUNT (For Govt. Use Only)

[X] 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212.4. FAR 52.212-3 and 52.212-5 ARE ATTACHED.
    ADDENDA [X] ARE [ ] ARE NOT ATTACHED

[ ] 27b. CONTRACTOR/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.
    ADDENDA [ ] ARE [ ] ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 3 COPIES TO   29. AWARD OF CONTRACT: REFERENCE ________ OFFER DATED
    ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS        _______________. YOUR OFFER ON SOLICITATION (BLOCK 5),
[X] SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS  [ ] INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH
    SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.                     HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR                         31a. UNITED STATES OF AMERICA
                                                             (SIGNATURE OF CONTRACTING OFFICER)


/s/ Richard Domaleski                                        /s/ Linda L. Collins
-------------------------------------                        -------------------------------------

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)    30c. Date   31b. NAME OF CONTRACTING OFFICER           31c. DATE SIGNED
                                                 Signed      (TYPE OR PRINT)
Richard Domaleski, CEO                           9/7/05      Linda L. Collins                           09/28/2005

32a. QUANTITY IN COLUMN 21 HAS BEEN                          33. SHIP     34. VOUCHER NUMBER            35. AMOUNT VERIFIED
                                                             NUMBER                                     CORRECT FOR
[ ] RECEIVED   [ ] INSPECTED   [ ] ACCEPTED AND CONFORMS TO  [ ] PARTIAL
                               THE CONTRACT, EXCEPT AS
                               NOTED

32b. SIGNATURE OF AUTHORIZED GOVT                32c. DATE   36. PAYMENT                                37. CHECK NUMBER
REPRESENTATIVE
                                                             [ ] COMPLETE  [ ] PARTIAL  [ ]

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR        38. S/R      39. S/R VOUCHER NO.           40. PAID BY
PAYMENT                                                      ACCOUNT NO.

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER   41c. DATE   42a. RECEIVED BY (Print)

                                                             42b RECEIVED AT (Location)

                                                             42c. DATE    42d. TOTAL CONTAINERS
                                                             REC'D
                                                             (YY/MM/DD)

AUTHORIZED FOR LOCAL REPRODUCTION                       SEE REVERSE FOR OMB CONTROL                       STANDARD FORM 1449(10-95)
</TABLE>


                                        1
<PAGE>

STANDARD FORM 1449 - CONTINUED

BLOCK 10. The Small Business Size Standard for this procurement is energy
consulting with a not to exceed annual revenue of $6,000,000 under NAICS code is
541690. Any Energy Consultant with sales exceeding this standard for three
continuous calendar years is considered a large business for the purposes of
this procurement.


                                        2

<PAGE>

NOTE: ALL QUESTIONS MUST BE SUBMITTED IN WRITING AND CAN BE SENT VIA: ELECTRONIC
     MAIL AT LINDAL.COLLINS@GSA.GOV

SECTION A: SCOPE OF WORK

A.1  GENERAL

Energy is an extremely complex commodity for Government entities to procure,
especially considering today's volatile energy market and the recent financial
problems of a number of once credit-worthy energy service providers. It is the
desire of the U.S. Federal Government to secure the best value for energy supply
and the transportation/transmission of such energy supply to Federal facilities.
The U.S. General Services Administration (GSA), Public Buildings Service, Office
of Applied Science, Energy Center of Expertise (ECOE), procures energy on behalf
of Federal facilities nationwide and is issuing this Request for Proposal (RFP)
for qualified contractors to provide supply-side energy procurement and
management services. Therefore GSA is requesting proposals for the provision of
performance-based supply-side energy management services, which include but are
not limited to: performance of real-time, online reverse energy auctions, energy
acquisition services and energy consultant services. The successful offeror
(i.e. Contractor) will provide the full requirements for a term of five (5)
years from date of award. The offeror must possess a combination of energy
consultant skills and the technology to perform real-time, online reverse energy
auctions all on a no upfront cost basis (performance based).

A.2  OVERVIEW

This Scope of Services defines the minimum requirements for the contractor to
provide complete Energy Supply Acquisition Management Services. GSA reserves the
right to negotiate additional tasks with the awarded contractor. The contractor
will assist in the development and execution of the Request for Proposal (RFP)
for all existing Federal facilities accounts and additional eligible Federal
facilities which choose to participate. The pricing component of the RFP will be
conducted via an on-line, real-time reverse auction. The contractor will be
required to assist GSA in analyzing rates and tariffs for accounts to develop a
comprehensive energy procurement strategy, and will help implement a total
supply-side management solution for all accounts contained in the final energy
aggregation.

A.3  DETAILED SCOPE OF SERVICES

     PROCUREMENT /CONSULTANT SERVICES

     Provide Market Expertise, information and recommendations throughout the
     process.

     Conduct a survey of active and licensed suppliers as registered in the
     applicable utilities in order to determine the best market strategies,
     which will result in the most competitive bids and maximized savings for
     the ECOE.

     Define data requirements, identify sources of data, and create a central
     data repository of all relevant account information. As needed, the ECOE
     will assist the Consultant with this task in providing authorizations to
     collect account numbers and available historical data from the servicing
     utility and/or current competitive suppliers. The Contractor will be
     responsible for pulling utility quality data for all accounts included in
     the procurement directly from the utility and all costs associated.


                                        3

<PAGE>

     Meet with selected ECOE points of contacts (POCs) and potential
     participants to answer questions, market the aggregation, explain the
     procurement process, and discuss market conditions.

     Create an RFP that requires bidders to provide the lowest bid prices
     available in the market that conform to the ECOE's specific RFP supply
     pricing types and service terms sought.

     Work with ECOE to advertise the procurement, contact registered suppliers
     for the applicable utilities to inform them of the procurement, and
     register prospective bidders. At the ECOE's direction, the Consultant will
     register prospective bidders as users of the reverse auction platform and
     answer any questions regarding use of the software system.

     Establish a pre-qualification process for potential energy suppliers. The
     Consultant will work with the ECOE to develop sound financial and technical
     qualifications that suppliers must meet in order to bid. These
     qualifications will include, but are not limited to: viability to meet the
     terms and conditions of ECOE contracts, proof of appropriate licenses and
     transport agreements, adherence to switching rules and enrollment
     processes, and ability to meet minimum load requirements for competitive
     supply.

     Provide the technology and facilities to host bidder's conferences between
     potential suppliers, the ECOE, and the Consultant. In addition, the
     Consultant will perform coordination of pre-bid teleconferencing and/or
     meetings as necessary to ensure registered bidders understand the
     procurement process. In addition to facilitating bidder's conference(s),
     the Consultant will provide questions and answers from the meeting to the
     ECOE. After ECOE's review, questions and answers will be posted for all
     potential bidders to access through the customized website described below.

     The Consultant will create a customized website for each ECOE procurement
     which will serve as a centralized site for all parties to access data and
     be notified of updates. In addition to posting questions and answers from
     bidder's conferences, the Consultant will also post: rules for the use of
     the procurement platform, historical usage data/demand data in downloadable
     excel files, rules, contract terms and conditions, and other important
     data. This customized web site will be accessible to both ECOE and
     qualified suppliers.

     Assist ECOE, as requested, to determine the best contract structure for
     each bidding event within the procurements and provide recommendations for
     RFP language changes. This will be done through an analysis of the prior
     twelve-month's generation/ancillary pricing for the accounts (assuming this
     information is available). The Consultant will provide information
     regarding the best time to hold the procurement based on the ECOE's
     specified timelines for each procurement.

     Assist the ECOE in procuring energy supply from renewable sources and in
     certifying any renewable energy credits resulting from energy supply
     contract awards as well as other Government projects.

     Review the final RFP to ensure that it meets both ECOE and supplier
     requirements.


                                        4

<PAGE>

     Create pricing scenarios and forecasts from data provided by ECOE, other
     customers, servicing utilities, and market data which may serve as the
     baseline against which bid prices are compared. To ensure the most accurate
     calculations, Contractors will be required to build a price to beat for
     every account included in the procurement vs. simply analyzing price to
     beats at the utility rate / tariff level.

     Assist ECOE with reaching pricing decisions that adhere to cost savings
     goals regarding price risk avoidance, maximized savings, renewable energy,
     and any additional objectives that ECOE deems appropriate.

     ENERGY REVERSE AUCTION SERVICES

     Working with the ECOE, the Consultant will notify suppliers of the specific
     auction schedule including RFP numbers and times, conduct the auction, and
     perform other necessary administrative duties associated with the auction.

     Monitor the auction and maintain an audit trail of all supplier
     communications, bid prices, bid times, and results which will be provided
     to ECOE in paper format post-auction. Additionally, the lowest bid price
     submitted will be clearly identified.

     The Consultant will assist ECOE in making a determination of which bid is
     the "best bid" and whether accepting bid prices are in the ECOE's best
     interests, if requested.

     The Consultant will not bind and will not act or represent itself to
     perform in the capacity of the ECOE or the Contracting Officer at any time
     during the procurement process unless specifically authorized to do so by
     the ECOE.

     The Consultant will perform up to two additional procurements for the same
     account set if pricing received through the original auction is not
     reflective of competitive market pricing at that point in time or if ECOE
     determines that more advantageous pricing can be achieved at a later date.

     CONTRACT MANAGEMENT SERVICES

     The Consultant will work with awarded supplier to ensure account transition
     is completed in a timely and accurate manner, and will resolve any issues
     that arise after the contract is awarded.

     The Consultant will store contracts and accounts on a password-protected
     on-line database that the ECOE and its clients can access over the web, and
     monthly will update each account with actual usage as the account consumes
     power over the life of the contract.

     The Consultant will provide quarterly market updates and potential for
     additional savings as requested by the ECOE.

A.4  KEY PERSONNEL

The Consultant will make available the necessary key personnel during the
duration of the program to ensure its smooth planning, implementation, and
execution.


                                        5

<PAGE>

A.5  AVAILABILITY

The Consultant will conduct teleconferencing and travel as necessary to execute
required planning and performance of this Scope of Services.

A.6  SCHEDULE

A detailed schedule will be agreed upon by ECOE and the Consultant prior to each
auction. The ECOE will actively work with the Consultant throughout the project
from a time, personnel, and resource standpoint.

A.7  PROTECTION OF CONTRACT INFORMATION

The Government will take the necessary and usual steps to maintain the
confidentiality of information submitted by Offerors prior to award of this
contract for energy reverse auction and support services.

A.8  PAYMENT AND BILLING

All work will be performed on a no upfront cost basis. The Contractor will be
reimbursed by winning suppliers at a rate per dth or per kWh over the life of
the contract for all accounts awarded as a result of services provided. Fees
paid will be based on the amount of actual or historical dth/kWh used. The
Government will include payment and reporting terms between energy suppliers and
the Contractor in the Government's supply RFP.

Contractors are advised that GSA is under no obligation to accept pricing
received through each auction and may elect not to award supply contracts if
they are deemed not to be in the best interest of the Government. GSA has the
sole authority to make this decision and may elect to award all, some, or none
of the prices submitted through the auction. If GSA decides not to award supply
contracts for some or all accounts, the Consultant will receive no compensation
for services provided. Contractors will only be responsible for providing
contract management services to accounts for which energy supply service is
awarded.

A.9  ANTI-DEFICIENCY

In accordance with the Anti-Deficiency Act (31 U.S.C. 1341(a)(1)), nothing
contained herein shall be construed as binding the Government to expend, in any
one fiscal year, any sum in excess of the appropriation made by Congress for
that fiscal year in furtherance of the subject matter of the contract or to
involve the Government in an obligation for the future expenditure of moneys
before an appropriation is made.

A.10 AUTHORIZED USERS

This contract is for the use of the GSA, Public Buildings Service, Office of
Applied Science, Energy Center of Expertise ONLY.

A.11 CONTRACT TERMINATION


                                        6

<PAGE>

At any time following contract execution or during the term of this contract,
the Government may terminate this contract.

A.12 TAXES

     (a)  (1) After-imposed Federal, State, and local tax, as used in this
          paragraph, means any new or increased Federal, State, and local tax or
          duty, or tax that was exempted or excluded on the contract date but
          whose exemption was later revoked or reduced during the contract
          period, on the transactions or property covered by this contract that
          the Contractor is required to pay or bear as the result of
          legislative, judicial, or administrative action taking effect after
          the contract date. It does not include social security tax or other
          employment taxes.

          (2) After-relieved Federal, State, and local tax, as used in this
          paragraph, means any amount of Federal, State, and local tax or duty,
          except social security or other employment taxes, that would otherwise
          have been payable on the transactions or property covered by this
          contract, but that the Contractor is not required to pay or bear, or
          for which the Contractor obtains a refund or drawback, as the result
          of legislative, judicial, or administrative action taking effect after
          the contract date.

     (b)  The contract price shall be increased by the amount of any
          after-imposed Federal, State, and local tax, provided the Contractor
          warrants in writing that no amount for such newly imposed Federal,
          State, and local tax or duty or rate increase was included in the
          contract price, as a contingency reserve or otherwise.

     (c)  The contract price shall be decreased by the amount of any
          after-relieved Federal, State, and local tax.

     (d)  Any increases or decreases in the contract price as a result of
          paragraphs (b) and (c) next above shall be accomplished by a bilateral
          contract modification.

A.13 CHANGE OF REGULATION

     (a)  (1) After-imposed Federal, State, and local regulation, as used in
          this paragraph, means any new Federal, State, and/or local regulation
          that was exempted or non-existent on the contract date but whose
          exemption/addition was later revoked/added during the contract period,
          on the transactions covered by this contract that the Contractor is
          required to pay or bear as the result of legislative, judicial,
          regulatory or administrative action taking effect after the contract
          date.

          (2) After-relieved Federal, State, and local regulation, as used in
          this paragraph, means any Federal, State, and/or local regulation that
          previously resulted in payments on the transactions or property
          covered by this contract, but that the Contractor is no longer
          required to pay or bear, or for which the Contractor obtains a refund
          or reduction, as the result of legislative, judicial, regulatory or
          administrative action taking effect after the contract date.


                                        7

<PAGE>

     (b)  The contract price shall be increased by the amount of any
          after-imposed Federal, State, and local regulation, provided the
          Contractor warrants in writing that no amount for such newly imposed
          Federal, State, and local regulation or rate increase was included in
          the contract price, as a contingency reserve or otherwise.

     (c)  The contract price shall be decreased by the amount of any
          after-relieved Federal, State, and local regulation.

     (d)  Any increases or decreases in the contract price as a result of
          paragraphs (b) and (c) next above shall be accomplished by a bilateral
          contract modification.


                                        8
<PAGE>

                              WORLD ENERGY SOLUTIONS

COMPLIANCE MATRIX

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
A.2 Overview                     The contractor will assist in the development         5.1.1
                                 and execution of the Request for Proposal (RFP)
                                 for all existing Federal facilities accounts and
                                 additional eligible Federal facilities which
                                 choose to participate. The contractor will be
                                 required to assist GSA in analyzing rates and
                                 tariffs for accounts to develop a comprehensive
                                 energy procurement strategy, and will help
                                 implement a total supply-side management
                                 solution for all accounts contained in the final
                                 energy aggregation.

A.3 Detailed Scope of Services   Provide Market Expertise, information and             5.1.1
                                 recommendations throughout the process.

A.3 Detailed Scope of Services   Conduct a survey of active and licensed               5.1.1
                                 suppliers as registered in the applicable
                                 utilities in order to determine the best market
                                 strategies, which will result in the most
                                 competitive bids and maximized savings for the
                                 ECOE.

A.3 Detailed Scope of Services   Define data requirements, identify sources of         5.1.1
                                 data, and create a central data repository of
                                 all relevant account information. As needed, the
                                 ECOE will assist the Consultant with this task
                                 in providing authorizations to collect account
                                 numbers and available historical data from the
                                 servicing utility and/or current competitive
                                 suppliers. The Contractor will be responsible
                                 for pulling utility quality data for all
                                 accounts included in the procurement directly
                                 from the utility and all costs associated.

A.3 Detailed Scope of Services   Meet with selected ECOC points of contacts            5.1.1
                                 (POCs) and potential participants to answer
                                 questions, market the aggregation, explain the
                                 procurement process, and discuss market
                                 conditions.

A.3 Detailed Scope of Services   Create an RFP that requires bidders to provide        5.1.1
                                 the lowest bid prices available in the market
                                 that conform to ECOC's specific RFP supply
                                 pricing types and service terms sought.

A.3 Detailed Scope of Services   Work with ECOE to advertise the procurement,          5.1.1
                                 contact registered suppliers for the applicable
                                 utilities to inform them of the procurement, and
                                 register prospective bidders. At the ECOE's
                                 direction, the Consultant will register
                                 prospective bidders as users of the reverse
                                 auction platform and answer any questions
                                 regarding use of the software system.
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       iii

<PAGE>

                              WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
A.3 Detailed Scope of Services   Establish a pre-qualification process for             5.1.1
                                 potential energy suppliers. The Consultant will
                                 work with the ECOE to develop sound financial
                                 and technical qualifications that suppliers must
                                 meet in order to bid. These qualifications will
                                 include, but are not limited to: viability to
                                 meet the terms and conditions of ECOE contracts,
                                 proof of appropriate licenses and transport
                                 agreements, adherence to switching rules and
                                 enrollment processes, and ability to meet
                                 minimum load requirements for competitive
                                 supply.

A.3 Detailed Scope of Services   Provide technology and facilities to host             5.1.1
                                 bidder's conferences between potential
                                 suppliers, the ECOE, and the Consultant. In
                                 addition, the Consultant will perform
                                 coordination of pre-bid teleconferencing and/or
                                 meetings as necessary to ensure registered
                                 bidders understand the procurement process. In
                                 addition to facilitating bidder's conference(s),
                                 the Consultant will provide questions and
                                 answers from the meeting to the ECOE. After
                                 ECOE's review, questions and answers will be
                                 posted for all potential bidders to access
                                 through the customized website described below.

A.3 Detailed Scope of Services   The Consultant will create a customized website       5.1.1
                                 for each ECOE procurement, which will serve as a
                                 centralized site for all parties' to access data
                                 and be notified of any updates. In addition to
                                 posting questions and answers from bidder's
                                 conferences, the Consultant will also post:
                                 rules for the use of the procurement platform,
                                 historical usage data/demand data in
                                 downloadable excel files, rules, contract terms
                                 and conditions, and other important data. This
                                 customized web site will be accessible to both
                                 ECOE and qualified suppliers.

A.3 Detailed Scope of Services   Assist ECOE, as requested, to determine the best      5.1.1
                                 contract structure for each bidding event within
                                 the procurements and provide recommendations for
                                 RFP language changes. This will be done through
                                 an analysis of the prior twelve-month's
                                 generation/ancillary pricing for the accounts
                                 (assuming this information is available). The
                                 Consultant will provide information regarding
                                 the best time to hold the procurement based on
                                 the ECOE's specified timelines for each
                                 procurement.

A.3 Detailed Scope of Services   Assist the ECOE in procuring energy supply from       5.1.1
                                 renewable sources and in certifying any
                                 renewable energy credits resulting from energy
                                 supply contract awards as well as other
                                 Government projects.

A.3 Detailed Scope of Services   Review the final RFP to ensure that it meets          5.1.1
                                 both ECOE and supplier requirements.
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        iv

<PAGE>

                              WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
A.3 Detailed Scope of Services   Create pricing scenarios and forecasts from data      5.1.1
                                 provided by ECOE, other customers, servicing
                                 utilities, and market data which may serve as
                                 the baseline against which bid prices are
                                 compared. To ensure the most accurate
                                 calculations, Contractors will be required to
                                 build a price to beat for every account included
                                 in the procurement vs. simply analyzing price to
                                 beats at the utility rate / tariff level.

A.3 Detailed Scope of Services   Assist ECOE with reaching pricing decisions that      5.1.1
                                 adhere to cost savings goals regarding price
                                 risk avoidance, maximized savings, renewable
                                 energy, and any additional objectives that ECOE
                                 deems appropriate.

A.3 Detailed Scope of Services   Working with the ECOE, the Consultant will            5.1.1
                                 notify suppliers of the specific auction
                                 schedule including RFP numbers and times,
                                 conduct the auction, and perform other necessary
                                 administrative duties associated with the
                                 auction.

A.3 Detailed Scope of Services   Monitor the auction and maintain an audit trail       5.1.2
                                 of all supplier communications, bid prices, bid
                                 times, and results which will be provided to
                                 ECOE in paper format post-auction. Additionally,
                                 the lowest bid price submitted will be clearly
                                 identified.

A.3 Detailed Scope of Services   The Consultant will assist ECOE in making a           5.1.2
                                 determination of which bid is the "best bid" and
                                 whether accepting bid prices are in the ECOE's
                                 best interests, if requested.

A.3 Detailed Scope of Services   The Consultant will not bind and will not act or      5.1.2
                                 represent itself to perform in the capacity of
                                 the ECOE or the Contracting Officer at any time
                                 during the procurement process unless
                                 specifically authorized to do so by the ECOE.

A.3 Detailed Scope of Services   The Consultant will perform up to two additional      5.1.2
                                 procurements for the same account set if pricing
                                 received through the original auction is not
                                 reflective of competitive market pricing at that
                                 point in time or if ECOE determines that more
                                 advantageous pricing can be achieved at a later
                                 date.

A.3 Detailed Scope of Services   The Consultant will work with awarded supplier        5.1.3
                                 to ensure account transition is completed in a
                                 timely and accurate manner, and will resolve any
                                 issues that arise after the contract is awarded.

A.3 Detailed Scope of Services   The Consultant will store contracts and accounts      5.1.3
                                 on a password-protected on-line database that
                                 the ECOE and its clients can access over the
                                 web, and monthly will update each account with
                                 actual usage as the account consumes power over
                                 the life of the contract.

A.3 Detailed Scope of Services   The Consultant will provide quarterly market          5.13
                                 updates and potential for additional savings as
                                 requested by the ECOE.
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        v

<PAGE>

                              WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
C.1 Evidence of Technical        The Consultant must be willing to accept all          4.1
Qualifications                   risk in the form of no upfront payment. There
                                 will be no upfront costs to the Government and,
                                 if in the best interest of the ECOE, a supply
                                 contract is not executed as a result of the
                                 Offeror's services, the ECOE will be under no
                                 obligation to compensate the Consultant for
                                 services rendered. Provide a statement
                                 certifying acknowledgement of these
                                 requirements.

C.1 Evidence of Technical        The Consultant must be "supplier neutral" with        4.2
Qualifications                   no ownership ties, partnerships, or other
                                 business relationship with any specific supplier
                                 that would reasonably be considered a conflict
                                 of interest. Provide a statement certifying this
                                 fact.

C.1 Evidence of Technical        The Consultant must have conducted an                 4.3
Qualifications                   electricity or natural gas auction for at least
                                 one Federal, State or Local government client
                                 which resulted in energy supply contract awards
                                 serving at least 500 accounts. Provide evidence
                                 of this procurement.

C.1 Evidence of Technical        The Consultant must have conducted auctions that      4.4
Qualifications                   resulted in at least 100M kWh of renewable power
                                 supply awards during the past three years.
                                 Provide evidence of these procurements and that
                                 the volumes of renewable power procured total or
                                 exceed 100M kWh.

C.1 Evidence of Technical        The Consultant must have an information               4.5
Qualifications                   technology platform which can execute real-time,
                                 online reverse energy auctions and have
                                 conducted multiple auctions in the last three
                                 years. Preference is for firms who focus solely
                                 on energy auctions, with a primary concentration
                                 in electricity and natural gas. Provide a
                                 description of the platform used, how it allows
                                 for real-time bids and evidence that the offeror
                                 has conduced successful energy auctions for at
                                 least three years.

C.1 Evidence of Technical        Provide evidence that the energy auction              4.6
Qualifications                   platform used provides an automatic audit trail
                                 of time stamped bids and bidder information for
                                 each company participating in the auction.
                                 Provide verification of this fact.

C.1 Evidence of Technical        Provide evidence that the auction platform            4.7
Qualifications                   proposed is protected from products that would
                                 prevent authorized bidders from submitting a
                                 price and that reasonable security measures have
                                 been applied and that a process of continuous
                                 monitoring for malicious code is in place and
                                 functioning. Also provide evidence that all
                                 session data transmitted between web client and
                                 web server should be encrypted using industry
                                 standard Secure Sockets Layer (SSL) technology
                                 with a minimum 128 bit encryption.
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        vi

<PAGE>

                              WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
C.1 Evidence of Technical        Provide evidence that the energy auction              4.8
Qualifications                   platform has successfully been used to solicit
                                 bids for pricing products other than firm fixed
                                 price and index price bids. The Government
                                 anticipates that it may request bids on pricing
                                 products such as demand-response pricing,
                                 component based pricing, and baseload plus index
                                 pricing.

C.1 Evidence of Technical        Provide a complete listing of clients, for the        4.9
Qualifications                   last two years, for whom you have conducted
                                 real-time, online reverse energy auctions for
                                 electricity and natural gas. Please include the
                                 date each auction was conducted.

C.1 Evidence of Technical        Provide evidence that in the past three years,        4.10
Qualifications                   at least 6 billion kWh of electricity supply and
                                 20M dths of natural gas supply has been awarded
                                 through the Consultant's auction platform to a
                                 minimum of ten suppliers in each commodity type.
                                 Additionally, the Offeror must show evidence
                                 that a minimum of at least 100 energy suppliers
                                 are registered on the platform.

C.1 Evidence of Technical        Provide three (3) specific examples which             4.11
Qualifications                   demonstrate your experience in providing
                                 supply-side energy consulting services to Local,
                                 State or Federal clients and information on how
                                 successful the resulting auction was.

C.1 Evidence of Technical        Provide a profile of the firm's operations which      4.12
Qualifications                   includes: the number of years the company has
                                 been in business; number of full-time employees;
                                 and location of the office from which this
                                 contract will be managed.

C.1 Evidence of Technical        Provide two specific examples which demonstrate       4.13
Qualifications                   your company's ability to market and effectively
                                 increase the size of an energy aggregation for
                                 clients. One example should be representative of
                                 a Local, State and/or Federal entity.

C.1 Evidence of Technical        Offerors must provide a minimum of six (6)            4.14
Qualifications                   references, three (3) of which are different
                                 Local, State or Federal agencies which
                                 demonstrate the offeror's ability to conduct
                                 real-time, online reverse energy auctions on
                                 behalf of clients with accounts in multiple
                                 utilities and or rate classes.

C.1 Evidence of Technical        Offerors shall provide information indicating         4.15
Qualifications                   financial strength and reliability. Bidders may
                                 also provide such other financial assurances as
                                 may serve to assure ECOE that, if awarded a
                                 contract, the bidder would be able to meet its
                                 obligations. This information should be provided
                                 in the form of a narrative.
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       vii

<PAGE>

                              WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         RFP SECTION                                  REQUIREMENT                   REFERENCE
         -----------                                  -----------                   ---------
<S>                              <C>                                                <C>
C.1 Evidence of Technical        Provide information describing the number of          4.16
Qualifications                   utilities and states client accounts have been
                                 served in based on energy supply contract awards
                                 through the Consultants real-time, online
                                 reverse energy auction.

C.1 Evidence of Technical        Provide an example of the Offeror's price to          4.17
Qualifications                   beat analysis calculated at the individual
                                 account level for a past procurement that
                                 included at least 100 accounts.

C.1 Evidence of Technical        Provide examples of awards Local, State or            4.18
Qualifications                   Federal clients have won as a result of the
                                 Consultant's service.

C.3 Submission of Proposals      FAR 212-3 Offeror's Representations and               6
                                 Certifications - Commercial Items (JAN 2001)
</TABLE>

                  WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       viii
<PAGE>

                             WORLD ENERGY SOLUTIONS

1    UNDERSTANDING THE PROBLEM

Restructuring of energy industries (electric and natural gas) through regulatory
reform at the Federal and State levels has been an ongoing process over the past
25 years. These reforms, aimed at evolving the industries from regulated to
competitive market structures, are intended to improve energy and economic
efficiency. Today, the natural gas industry is highly competitive with pipeline
companies operating as open providers of gas transportation services and many
customers having full retail access to the deregulated market.

                               (UNITED STATES MAP)

                                     LEGEND

States in or through the transition period for restructuring and are currently
implementing or have implemented a competitive electric utility market for
investor-owned utilities.

States continuing to study and/or monitor restructuring investor-owned
utilities, but are not currently pursuing further action.

States that have completed studies on restructuring investor-owned utilities but
have decided not to pursue further action at this time.

States have passed legislation suspending the restructuring process.

States have passed legislation delaying the restructuring process.

States have passed legislation repealing the restructuring process.

                FIGURE 1: UNITED STATES ELECTRICITY RESTRUCTURING

Restructuring of the electric industry, on the other hand, has been less
consistent nation-wide, and differences exist on a state-by-state and even
region-by-region basis (see Figure 1). As of 2004, 18 states and the District of
Columbia have either enacted legislation or issued a regulatory order to
implement retail access. Retail access allows customers to choose their own
electricity supplier; however, each state's retail access schedule varies
according to the legislative mandates or regulatory orders in place.
Additionally, regional markets within each state also have their own rules and
requirements regarding deregulation. The one constant in the energy market is
that the local distribution companies (LDCs) continue to provide transmission
and distribution (delivery of energy) services to end users. The map presented
here shows each state's restructuring progress.(1) Blue states are active in the
restructuring process. Some or all customers residing in these states have the
ability to choose between different providers for their electrical energy needs
and achieve cost avoidance savings which were previously unattainable.

As the figure demonstrates, the state-by-state nature of deregulation and the
attendant proliferation of rules and terms, and the volatility of energy prices,
opportunities to achieve cost avoidance savings, risk mitigation, and budget
certainty can be difficult to realize. For organizations with many facilities in
disparate geographies, realizing and maximizing the benefits of deregulation
requires both energy market and procurement expertise and new ways of

----------
(1)  This map and additional information regarding restructuring at the state
     level is located at
     http://pnnl-utilityrestructuring.pnl.gov/Electric/electric.htm.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        1

<PAGE>

                             WORLD ENERGY SOLUTIONS

doing business. The General Services Administration's (GSA) Energy Center of
Expertise (ECOE) recognizes this and has issued this Request for Proposals
(RFP).

World Energy Solutions, Inc. (WE) is partnered with Science Applications
International Corporation (SAIC) to provide Energy Supply Acquisition Management
Services using an innovative, real time, reverse auction and supply management
platform. This approach leverages competition in deregulated marketplaces to
provide customers with contracts at rates below those offered by the customer's
local service provider (e.g., local distribution company), thereby reducing
operating expenses, eliminating upside cost risk associated with increasing
energy prices, and creating budget certainty.

The Team's processes and technology are based on the lessons learned of
procuring over $1 billion in energy commodities for various Fortune 500(TM) and
government clients. We have nearly five years of experience working together
providing government agencies with a transparent and auditable process to
procure energy. Our Team has demonstrated results performing complex government
energy procurements that include multiple agencies, accounts, and utilities all
on short timelines and our national presence results in maximum supplier
participation.

Government agencies have awarded over $677 million in supply contracts through
the Team's services all under the same payment and performance terms as are
being requested in this RFP. Our relationship with customers does not end with
the procurement. We continue to provide value added support and access to
proprietary platform tools such as updated market reports, a customized contract
management system, and updated account usage information throughout the life of
the commodity contract awarded. Our payment is tied to meeting defined
objectives upfront, and our ongoing success is tied to customer satisfaction. We
have an extensive track record of working with clients at no additional cost to
assist in resolving any supplier contract performance issues that arise during
the supply contract term.

The following table summarizes the key features and benefits provided by the
Team.

<TABLE>
<CAPTION>
         Feature                                    Benefit
         -------                                    -------
<S>                         <C>
Team experience             Market leadership and demonstrated results minimizes
                            contract performance risk for ECOE.

National market expertise   Actionable market strategy designed to maximize cost
                            avoidance savings opportunities

Proven process              Results for ECOE in terms of participation and cost
                            avoidance savings at minimal contract performance
                            risk

Energy specific platform    End-to-end energy supply acquisition management
                            service solution with pricing flexibility/options
                            allowing customers to trade-off difference contract
                            options (e.g., pricing, renewable energy)

Team independence           Supplier neutrality provides an even playing field,
                            more competition, and better prices

Supplier relationships      Maximum supplier participation, more competition and better prices

Benchmarking process and    Quick and knowledgeable decisions reduce unnecessary risk premiums
data

Ability to incorporate      Renewable power at lower or no cost premiums
renewable power
requirements
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        2

<PAGE>

                             WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
         Feature                                    Benefit
         -------                                    -------
<S>                         <C>
Extent and breadth of       Better contract terms and conditions (Ts&Cs) protect
experience                  customers, yet are acceptable to suppliers

Marketing approach and      Maximum participation, more supplier interest, more
ability to add accounts     competition, and better prices

Full documentation          Transparent and auditable process
</TABLE>

              FIGURE 2: FEATURES AND BENEFITS PROVIDED BY THE TEAM

The following bullets provide additional detail on these benefits in terms of
how they are generated and what it means for ECOE.

-    TEAM EXPERIENCE - The Team is led by WE, the national leader in
     e-procurements for energy with over 65% market share and is ranked #1 in
     on-line energy procurement by the Meta Group (May 2002). The Team has
     unmatched energy procurement experience and has facilitated $677 million in
     government contract awards serving over 3,000 accounts in 27 states.
     Customers include the Maryland Department of General Services (MDGS), the
     District of Columbia (DC) Office of Contracting and Procurement (OCP), the
     General Services Administration (GSA), and the Department of Homeland
     Security (DHS). Additionally, the Team can provide expertise across all
     energy commodities. Our track record of performance makes this Team a
     minimal risk solution for the ECOE.

-    NATIONAL MARKET EXPERIENCE - The Team has a proven track record of
     successful competitive procurements in 27 states. The Team understands both
     the national and state markets and will use this knowledge to develop
     actionable market strategies that will help the ECOE achieve its goals.

-    PROVEN PROCESS - The Team employs a standard, proven end-to-end process for
     all procurements. This process has been continuously refined based on
     lessons learned and customer feedback. This process includes developing
     actionable procurement strategies based on the latest market information as
     well as pricing data from the supply management platform. The Team
     identifies and markets the procurement opportunity to eligible entities to
     maximize participation. A standard part of the process is a comprehensive
     review of the solicitation to identify areas for improvement in terms of
     clarity and risk. Additionally, the Team's relationship with suppliers
     ensures that participation in the auction is high thereby creating
     competition. Finally the Team's benchmarking process and data provides
     customers with the analysis and information to make quick but informed
     decisions. The entire process is transparent and auditable and a low risk
     solution for ECOE.

-    ENERGY SPECIFIC PLATFORM - The Team utilizes a comprehensive supply-side
     energy management platform that provides customers with an end-to-end
     solution. Customers also have unlimited access to contract information,
     monthly account usage, and all pricing data associated with their
     procurements. The platform is on-line and energy specific and contains a
     reverse auction component. The platform allows auctions to be run with
     multiple pricing (e.g., fixed, index, demand-response, component based) and
     term (e.g., one, two, or three years) options as well as including
     renewable power requirements.

-    TEAM INDEPENDENCE - The Team is "supplier neutral" and has no specific
     affiliations or ties to any energy supplier or utility. This creates a fair
     and auditable process, providing

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        3

<PAGE>

                             WORLD ENERGY SOLUTIONS

     information to defend and explain decisions. It also enhances competition
     and that lowers prices.

-    SUPPLIER RELATIONSHIPS - The Team has extensive supplier relationships
     which can be leveraged to maximize participation, leading to more
     competition and better prices. To date over 30 suppliers have been awarded
     energy supply contracts by our government clients serving accounts in 27
     states and more than 60 utilities.

-    BENCHMARKING PROCESSES AND DATA - The Team is active in the energy markets
     on a daily basis and has collected a significant amount of pricing data
     from previous auctions. In addition, the Team has market analysis reports
     available for customers to guide timing decisions. This data and
     information facilitates decision making allowing customers to make quick
     and knowledgeable decisions which reduce unnecessary risk premiums

-    ABILITY TO INCORPORATE GREEN POWER REQUIREMENTS - Government clients have
     awarded over 377 million kilowatt hours (kWhs) of renewable power
     (including up to 100% wind power) serving accounts in five states through
     our procurement platform. For MDGS, the Team was able to procure 100
     million kWh of environmentally friendly green power at no cost premium.

-    EXTENT AND BREADTH OF EXPERIENCE - The Team has either written or assisted
     government clients in writing over 20 federal, state, and local supply
     solicitations, each tailored to meet the individual requirements and market
     challenges the client agency faced. We bring this experience to every
     engagement to provide our customers with better contracts that protect
     them, yet are acceptable to suppliers.

-    MARKETING APPROACH AND ABILITY TO ADD ACCOUNTS - The Team has performed all
     government work to date under the same payment terms as ECOE is requesting
     in this RFP. Our experience, coupled with the fact that no budget is needed
     to pay for consultant support upfront, has allowed us to spend a great deal
     of time with eligible and participating agencies to gather requirements and
     perform individual needs assessments which are incorporated into the final
     supply solicitation. This effort maximizes participation, generates more
     supplier interest and therefore more competition and better prices. The
     Team is currently working for the Massachusetts (MA) Operational Services
     Division (OSD) and has increased the aggregation to approximately 400
     million kWh, a 30% increase, by marketing to non-executive agencies,
     colleges, and human and social service non-profits.

-    FULL DOCUMENTATION - The Team delivers a final due diligence report at the
     end of each procurement that includes: a record of all time stamped bids
     and bidding supplier information, market structure briefings, benchmark
     price analysis, market sensitivity analysis, contract options analysis, and
     a complete summary of auction results and all correspondence leading up to
     award. This report provides all the necessary information for audit
     purposes.

The Team has an unequaled record of results for our customers in terms of
achieving budget certainty, risk mitigation, cost savings, and awards. The
success of our work is evidenced by this quote contained in a MDGS press release
dated April 1, 2004, "Thanks to this week's auction,

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        4

<PAGE>

                             WORLD ENERGY SOLUTIONS

we are optimistic the State will be able to avoid unpredictable and costly
electric rate increases," said Governor Robert L. Ehrlich, Jr. "These contracts
help avoid price spikes and ensure that Maryland taxpayers are paying the lowest
possible rates for their State government's energy needs." This customer also
recently won the 2005 Innovation Award from the National Association of State
Facilities Administrators (NASFA), and a 2005 Outstanding Program Award from the
National Association of State Chief Administrators (NASCA). The States' press
release's regarding the procurement and recent awards are presented in Appendix
B.

A WE survey polling both national and local-level suppliers who utilize the
system, found that they also see the benefits of the platform and overall
procurement process (see Figure 3). Results show that suppliers actually prefer
the Team's innovative approach to the sealed bid process, even though it cuts
down their margins. In fact, the majority of suppliers surveyed liked the fact
that the bidding process is paperless because it allows them to see competing
bids and have instant feedback on the competitiveness of their bid, or automatic
price discovery. Suppliers have also indicated that they do not like paper
request for proposals (RFPs) due to the time involved in preparing a response,
as well as the time delay between the RFP due date and contract award.

        "You can change your bid as need be to continue to be competitive
                              throughout the bid."

      "Seeing competitive bids provides a great deal of value and allows to
                        'sharpen pencils' in real time."

                       "Instant feedback on my bid price."

  "Streamlined process makes doing business with the government a lot easier."

    "I prefer reverse auctions to paper solicitation, although the prices and
                            margins get very tight."

 "The site is brutally efficient at driving the price down to the bare minimum."

   FIGURE 3: QUOTES FROM RECENT SURVEY OF SUPPLIERS USING THE AUCTION PLATFORM

The Team of WE and SAIC contains the required mix of expertise, process, and
technology to provide the ECOE with a comprehensive energy procurement and
contract management solution. We look forward to working with ECOE to achieve
its energy objectives.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        5

<PAGE>

                             WORLD ENERGY SOLUTIONS

2    BIDDER GENERAL INFORMATION

WE's contact information follows. Both our corporate headquarters' address as
well as the address for SAIC, our partner in this engagement, are provided.

WORLD ENERGY SOLUTIONS HEADQUARTERS:

World Energy Solutions
446 Main Street
Worcester, MA 01608
Phone: 508-459-8100
Fax:   508-459-8101
Email: info@wexch.com
URL:   www.worldenergy.com

SAIC OFFICE:

Science Applications International Corporation
1710 SAIC Drive
McLean, VA 22102
Phone: 703-676-4627
URL:   www.saic.com

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        6

<PAGE>

                             WORLD ENERGY SOLUTIONS

3    PROJECT TEAM

The following figure presents the management structure, key personnel, and
project team for the engagement. This is the actual Team that will work on this
engagement. It is sufficiently broad and deep to cover nearly all contingencies.
Due to the close working relationship required of Team members with each other
and with ECOE, we propose that a working partnership be formed.

The proposed technical team for this engagement has worked together on nearly 30
government and commercial auctions over the past four years. WE is the market
leader in retail energy information and on-line procurement, delivering the
intelligence and tools energy buyers need to drive confidence up and costs down.
SAIC is a recognized leader in providing leading-edge technology and program
management services that help clients achieve more from their operations, exceed
performance requirements, and meet the competition head-on. The combined skill
set and depth brought by the Team ensures that ECOE will always have access to
the expertise, technology, and program management skills necessary to facilitate
successful energy procurements that must meet a wide range of client agency
requirements.

Full resumes for all the staff referenced here, including the Program Manager
(PM), are included in Appendix A.

                                  (FLOW CHART)

                         FIGURE 4: MANAGEMENT STRUCTURE

RICHARD DOMALESKI - PROGRAM MANAGER

Mr. Richard Domaleski will be the Program Manager (PM) for this engagement. He
is the Founder, President and CEO of World Energy Solutions, Inc., and his ten
years of experience in energy procurements puts him as one of the pioneers of
on-line procurement for energy commodity. Mr. Domaleski entered the energy
business in the mid-1990s when electricity deregulation was just beginning to
take hold, and is one the country's leading experts in deregulation, competitive
energy procurement, and supply management - frequently speaking at major
industry events. He was one of the first electricity brokers to secure a FERC
tariff and one of the first to marry the power of the internet with the
potential offered by deregulation.

Mr. Domaleski takes a hands-on interest in his government customers, earning the
trust and respect of high visibility agencies at the Federal and State level. In
addition to overseeing the procurement process, he also plays a key role on
behalf of his government customers in meeting with agencies, universities and
hospitals, to encourage participation in aggregations. He has participated in a
number of complex energy procurements for the MA, DC, DHS, MDGS,

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        7

<PAGE>

                             WORLD ENERGY SOLUTIONS

and GSA and continues to provide program management and procurement support to
all of these agencies. He has participated in competitive electricity and
natural gas procurements that resulted in over $677 million in supply contract
awards and worked directly with contracting officers, agency heads, and regional
energy coordinators at the federal, state, and local levels.

Mr. Domaleski will supervise and direct all tasks in the project while leaving
much of the day-to-day work to be managed by Mr. Chris McCall, the Energy Team
Lead. Mr. Domaleski will have the following responsibilities:

-    Working with ECOE to develop a procurement strategy;

-    Setting timelines and key dates for auctions and deliverables;

-    Monitoring the performance of tasks;

-    Providing market analysis;

-    Reviewing work products and deliverables;

-    Providing quality assurance throughout the project; and

-    Conducting and presenting post-auction analysis.

CHRIS MCCALL - ENERGY TEAM LEAD

Mr. Chris McCall will be the Energy Team Lead for this engagement. Mr. McCall
has over seven years of experience in performance-based contracting,
benchmarking, financial analysis, risk analysis, and project management. In his
time at SAIC, he has led a number of complex energy procurements for MA, DC,
DHS, MDGS, and GSA and continues to provide program management and procurement
support to all of these agencies.

Mr. McCall also led the reengineering of GSA's Natural Gas Acquisition Program.
The goal of this contract was to re-engineer the way the program manages
customers, increase supplier participation, and assist GSA in improving current
contract vehicles and contracting processes. Mr. McCall helped GSA implement new
contract terminology and pricing products based on client needs. Mr. McCall also
provided recommendations to implement on-line integrated bill analysis and
customer/supplier information system(s) that resulted in increased customer
satisfaction. Additionally, aggressive marketing led to an increase in the
supplier base from two suppliers in 2002 to twenty-eight active bidders in 2004.

In his capacity as Energy Team Lean, Mr. McCall will primarily focus on the
day-to-day work. He will have the following responsibilities:

-    Energy market expertise and tariff analysis;

-    Identifying and marketing procurements to eligible agencies;

-    Working with the supplier community;

-    Coordinating the activities of the Team and ECOE; and

-    Directing technical supervision of all personnel assigned to work on tasks
     in the project.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        8

<PAGE>

                             WORLD ENERGY SOLUTIONS

MINELLA GJOKA

Mr. Gjoka is in charge of Systems Operations at World Energy Solutions, Inc. In
addition to managing WE's proprietary platform, Mr. Gjoka has managed projects
for many of WE's customers, including GSA gas procurements across multiple US
regions. He acted as WE's lead consultant for the MDGS energy procurement. His
understanding of competitive gas and electricity market operations help WE meet
its customers' business needs in the most effective and streamlined manner. By
combining his knowledge of the deregulated utility business with his experience
working with emerging business models, Mr. Gjoka is able to bring the most
efficient energy solutions to our customer.

JONATHAN HARVEY

Mr. Harvey is the Director and senior economist for the Center for Economic and
Financial Analysis (CEFA) at SAIC. He has more than fourteen years of experience
as an economist and financial analyst in both the public and private sectors.
His areas of expertise are in cost-benefit analysis, cost analysis, business
case analysis, economic modeling, financial analysis, business planning, and
risk analysis. He has acted as project manager, lead analyst, or lead modeler,
for a number of major engagements including an IT investment cost-benefit
analysis for the US Customs Service. Mr. Harvey is a member of the energy team
for the MA electricity procurement and acting as a management consultant and
providing analysis for the re-engineering of GSA's Natural Gas Acquisition
Program.

ANDREW THOMAS

Mr. Thomas has been the Director of Market Development with WE since 2002. Mr.
Thomas has over nine years of experience in the energy industry, on both
demand-side and supply-side projects. He has extensive experience analyzing
customer data, evaluating competitive trends and technical developments in the
electricity and gas industries, assessing market positions and business
development strategies of energy retailers, and evaluating energy service
options for a broad range of organizations. Mr. Thomas has worked at the
forefront of the industry's transition from a regulated environment and has
facilitated business process development for utilities and suppliers in the
province of Alberta, Canada.

JANET LOOP

Ms. Loop has recently joined World Energy Solutions, Inc. as Market Director for
the New England and NY Markets. She is currently serving as the energy team lead
for the MA electricity procurement. Ms. Loop has over twenty years of energy
industry experience in both the regulated and unregulated arenas. Ms. Loop has
over fifteen years of experience with NStar/Boston Edison. While at NStar, she
designed tariffs, evaluated energy efficiency programs, created unregulated
subsidiaries, implemented performance management processes, and created and
implemented customer-oriented products, services and programs. Ms. Loop was also
employed by SmartEnergy, an energy service company that purchased electricity
and natural gas in the wholesale market and sold it at retail to a variety of
customer classes in NY, NJ, and PA. Ms. Loop has conducted procurements in MA,
NY, NJ, PA, and Maine.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                        9

<PAGE>


                             WORLD ENERGY SOLUTIONS

VITANA MELESIUTE

Ms. Melesiute has been with World Energy Solutions, Inc. since 1999, and is the
Director of Electricity Markets for PJM. She has extensive expertise analyzing
customer data; evaluating competitive trends; estimating forward-curves, and
assessing market positions. Ms. Melesiute has been involved with several
government procurements, and has strong energy consumption analysis skills.

TERESA BRAY

Mrs. Bray is a Financial Analyst in the Strategies Business Unit for Science
Applications International Corporation (SAIC). Ms. Bray has over seven years of
financial analysis/project control experience. She was Summa Cum Laude with a
BBA and a double major in Business Administration and Marketing. She has worked
on numerous projects in both the financial and project control arena in the
public sector. In both she reconciled numerous years of outstanding items saving
SAIC thousands of dollars. She has worked on such contracts as the HESS Y2K,
NIMA, and several different energy auctions. She brings over 2 years of directly
relevant experience in the energy sector providing a wide variety of support at
multiple levels. She has managed data reconciliation, analysis, and quality
assurance. Her wide knowledge base will help ensure all data used is accurate
and her expertise will lend itself to a successful procurement.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       10

<PAGE>


                             WORLD ENERGY SOLUTIONS

3.1  TASK ASSIGNMENTS

The following figure presents a preliminary task assignment matrix for the Team.
Task leadership is indicated by an L and a supporting role by S. The integrated
nature of the Team provides seamless operation between the two companies in the
performance of this work.

<TABLE>
<CAPTION>
                                                              PRE-AUCTION TASKS
                  ---------------------------------------------------------------------------------------------------------

                                          Collect                                        Locate
                   Provide     Staff        and                              Evaluate     and
                    market   education    analyze     Conduct     Assess      Green/      pre-                    Assist
                  expertise     and        energy        a      commodity   renewable   qualify     Develop      with the
                  (on-going  marketing  consumption  supplier  procurement    energy   reputable  Procurement   creation of
Resource          activity)   support       data      survey     options     options   suppliers    strategy   solicitation
--------          ---------  ---------  -----------  --------  -----------  ---------  ---------  -----------  ------------
<S>               <C>        <C>        <C>          <C>       <C>          <C>        <C>        <C>          <C>
Rich Domaleski        L          L           L                      L           L                      L             L
Chris McCall          L          L           S           L          S           S          L           L             S
Jonathan Harvey       S          S           S                      S                                  S             S
Minella Gjoka         S          S           S           S          S           S          S           S             S
Andrew Thomas         S          S                       S                      S                                    S
Janet Loop            S          S           S           S          S           S          S                         S
Vitana Melesiute      S                      S           S                                 S           S
Teresa Bray                                  S                                             S

<CAPTION>
                         PRE-AUCTION TASKS
                  -------------------------------                      AUCTION TASKS
                    Review                         ----------------------------------------------------
                    final                  Create               Provide
                     RFP                  website               analysis
                     and                   & post              regarding     Maintain
                    create       Host      data,   Administer     the        customer
                   pricing     bidders     rules,      the       prices    and supplier    Create award
Resource          scenarios  conferences    etc.     Auction   submitted  communications  notifications
--------          ---------  -----------  -------  ----------  ---------  --------------  -------------
<S>               <C>        <C>          <C>      <C>         <C>        <C>             <C>
Rich Domaleski        L                                            S             S
Chris McCall          L           L          L          L          S             L              L
Jonathan Harvey       S                                                                         S
Minella Gjoka         S           S          S          S          S             S              S
Andrew Thomas         S                                            L
Janet Loop            S           S          S          S          S             S              S
Vitana Melesiute                             S          S                        S
Teresa Bray                       S                                              S              S

<CAPTION>
                                               POST-AUCTION TASKS
                  ---------------------------------------------------------------------------
                  Provide a
                    paper
                    audit      Provide
                   trail of    analysis    Assist     Provide   Maintain    Produce
                     all        of the      with      ongoing    account    energy    Produce
                    prices      total      account   contract     usage     market     ad hoc
Resource          submitted  procurement  transfer  management  database  newsletter  reports
--------          ---------  -----------  --------  ----------  --------  ----------  -------
<S>               <C>        <C>          <C>       <C>         <C>       <C>         <C>
Rich Domaleski        L           L          S           L          S           L        S
Chris McCall          S           L          L           L          L           S        L
Jonathan Harvey                   S                                 S
Minella Gjoka         S           S          S                      S           S
Andrew Thomas                     S                                             S        S
Janet Loop
Vitana Melesiute                             S           S          S           S        S
Teresa Bray           S           S          S                      S
</TABLE>

Legend: L = Task Leadership, S = Task Support

                           FIGURE 5: TASK ASSIGNMENTS

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       11
<PAGE>

                             WORLD ENERGY SOLUTIONS

4 MINIMUM TECHNICAL REQUIREMENTS

The following sections demonstrate how the Team meets or exceeds all minimal
technical requirements specified in the RFP.

4.1 PERFORMANCE-BASED FEE CERTIFICATION

The Team acknowledges the requirements contained in the RFP regarding fees and
accepts all risk associated with this. There will be no upfront costs to ECOE
and ECOE is under no obligation to compensate the Team for services rendered if
a supply contract is not awarded.

4.2 SUPPLIER NEUTRALITY

The team is supplier neutral and has no ownership ties, partnerships, or other
business relationship with any specific supplier that would reasonably be
considered a conflict of interest. This is one of the Team's key operating
principles and is an important discriminator for our government customers. We
support the decision of ECOE to require respondents to provide a statement
certifying that they are supplier neutral. The transparency of our process
underscores this fact. Our honest broker approach provides assurance to both our
customers as well as suppliers that the process is fair. Customers need to know
that we put our customer's interest first and have no vested interest in which
supplier wins a procurement. Suppliers need to know that they participate on a
level playing field. Suppliers each see the lowest price at any point in time
once they become an active participant in an auction. Each supplier has equal
chance to win a customer's business on the merits of its competitive price
alone. There is no favoritism given in any regard, whether through fees, terms,
or any other area.

Neutrality was a critical consideration by the Team's legal counsel when
formulating its general supplier agreement, to which each supplier is
contractually bound when bidding on commercial business. This supplier agreement
structures the foundation for a supplier's use of the reverse auction platform,
rights and responsibilities when bidding on a customer opportunity. Because of
the transparency of the platform and its positioning as an "exchange," the
Team's counsel was steadfast that no supplier has more favorable agreement
terms, whether directly or indirectly. All suppliers agree to the same core
terms and conditions prior to bidding on commercial business. By its integral
role in the formulation of the solicitation, the Team ensures the same core
principles carry forward for government procurements as well.

This benefits ECOE in a number of important ways. First of all, this creates a
fair and auditable process. Customers can defend and explain decisions.
Secondly, it enhances competition and that lowers prices. This fact is
demonstrated in our work with DC, which is described in Section 4.11 Past
Performance. Suppliers participate because they understand the criteria for
award.

4.3 ELECTRICITY PROCUREMENT

The Team has conducted three electricity procurements that meet the requirements
presented in the RFP, namely an electricity or gas procurement for at least one
Federal, State, or Local government entity, which resulted in energy supply
contract awards serving at least 500

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       12

<PAGE>

                             WORLD ENERGY SOLUTIONS

accounts. Two of these are presented in Section 4.11 and consist of electricity
procurements for MDGS and DC. Contact information to verify these procurements
is contained in the write-ups. The third procurement was held in the spring of
2001 and resulted in supply contract awards serving more than 800 federal
accounts.

The best example was the electricity procurement for MDGS in March 2004 which
was designed to allow the State to lock in the lowest possible cost before price
caps expired July 2004. As a result of the procurement, MDGS expects cost
avoidance savings in excess of $5.5 million per year. Additionally MDGS was able
to achieve its two goals of being fiscally responsible and environmentally
friendly. Some of the highlights of the procurement include:

-    The Team developed a 26,000 line usage database in Excel with utility
     quality data including six rate classes and two utilities. Usage data was
     obtained directly from the utilities and scrubbed by the Team prior to
     distribution.

-    MDGS procured 100 million kWh of environmentally friendly green power at no
     cost premium when compared to generic power bids for the same accounts.

-    Supply Contracts were awarded to four suppliers serving 660 State accounts
     located in the service territories of Baltimore Gas and Electric (BG&E) and
     Potomac Electric Power Company (PEPCO).

In conducting the procurement, the Team provided a complete range of services to
MDGS from data collection and tariff analysis to strategic planning and contract
management. The Team met with all participating agencies to explain the process
and collect account information. After the auction, the Team provided a paper
trail of all prices submitted, an analysis of total procurement, and assisted
MDGS with the transfer of service. Additionally, the Team continues to provide
online tools for both MDGS and participating agencies. This service not only
allows access and review of relevant documents and data online, but also helps
facilitate future procurements since everything is centrally housed in a readily
accessible database.

A press release regarding this procurement is provided in Appendix B.

4.4 RENEWABLE POWER

The Team has conducted two auctions that resulted in at least 100 million kWh of
renewable power supply awards during the past three years. In fact, contract
awards to date include a total of 377 million kWh in renewable power. One of
these is presented in Section 4.11 in the form of an electricity procurement for
MDGS. The other procurement served various federal facilities in the
Consolidated Edison Utility of New York and awards were made for over 200
million kWh of renewable and wind power.

As discussed previously, the electricity procurement for MDGS in March 2004 was
designed to allow the State to lock in the lowest possible cost before price
caps expired July 2004. As a result of the procurement, MDGS expects cost
avoidance savings in excess of $5.5 million per year or $11 million over the
life of the contract. The supply contract also included 100 million kWh of
environmentally friendly green power, which was obtained at no cost premium.
This allowed the State to be both fiscally responsible and environmentally
friendly.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       13

<PAGE>

                             WORLD ENERGY SOLUTIONS

A press release regarding this procurement is provided in Appendix B.

4.5 TECHNOLOGY PLATFORM

The Team has an energy supply management platform that is used for on-line,
real-time reverse auctions and has used the platform to conduct multiple
auctions in the past three years. WE is the market leader in retail energy
information and on-line procurement. In the last eighteen months, WE has
conducted [**] auctions utilizing its online auction tool. Together the Team has
conducted nearly [**] major government and commercial aggregations over the past
four years. There are many benefits to our technology platform, but most
compelling of all are statements from suppliers who report that they actually
prefer the platform to the sealed bid process, even though it cuts down their
margins. A full description of the platform as well as its most recent use is
provided in the remainder of this section.

4.5.1 DESCRIPTION AND CAPABILITIES OF THE TECHNOLOGY PLATFORM

The Team's energy supply management platform integrates procurement tools,
portfolio, and bill management. The platform runs the largest volume retail
energy exchange in North America and is ranked number one by the Meta Group. The
platform was built around the Team's proven end-to-end process. The procurement
tools included in the platform were built exclusively for energy and are secure,
and scalable. All the tools in the platform are provided to our customers
throughout the life of the contract to allow access and review of relevant
documents and data online and to also help facilitate future procurements.

The Team's platform is entirely web based; all that is needed to access the
platform is a web browser and an internet connection. All session data including
username and password information is encrypted for security purposes using
industry standard Secure Sockets Layer (SSL) technology.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       14

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                    (GRAPHIC)

                           FIGURE 6: CUSTOMER WEBSITE

In order for all suppliers to have equal access and an equal opportunity, a
customer specific website for each procurement is created (see Figure 6). The
website includes the solicitation documents and addenda, most recent 12 months
of historical usage (monthly and interval), auction schedule, supplier
solicitation questions and answers (Q&A) including qualification questions,
suppliers frequently asked questions (FAQs), and auction rules. Any time a
document is updated and reposted to the site with a new date stamp; all
suppliers are notified via email. All correspondence between the Team and
suppliers are saved in an electronic procurement folder.

                                    (GRAPHIC)

Note: Customer name deleted.

                             FIGURE 7: CUSTOMER RFPS

The Team constructs RFPs by segmenting the load into different tranches based
upon: market knowledge, customer requirements, local distribution company (LDC),
term length, power type (electric versus natural gas), and load factor (in the
case of electricity). In addition, different pricing products can also be
utilized such as firm fixed pricing, index based pricing, baseload-plus index
pricing, demand response pricing, component based pricing, fixed price adder
tied to the day ahead market, wholesale market pricing, and partial load on
fixed price, with remainder on index. All of the tranches are loaded onto the
platform as different RFPs and can be accessed anytime by customer or supplier
personnel through the internet (see Figure 7). RFPs are created as soon as data
is available before and auction; thus, giving suppliers sufficient time to ask
questions during the bidders conferences, run their pricing models, and prepare
their bidding strategies.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       15

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                    (GRAPHIC)

Note: Customer name deleted.

                      FIGURE 8: CUSTOMER RFP DETAILED VIEW

Clicking on the corresponding RFP number opens a detailed view of each RFP (see
Figure 8). Different views of the page are presented to the customer, the
suppliers, and the Team based upon security level.

During an auction, suppliers compete in real time for a customer's business.
While it is ongoing, customers can view supplier-bidding activity (see Figure
9). The platform archives all bid pages. Bidding suppliers are driven to lower
their prices below what they would normally offer in a sealed bid procurement
process because they are able to view the lowest bid price that has been entered
by their competition, forcing them to place a lower price in order to beat the
competition, if they so chose. Suppliers do not see the name of the other
supplier associated with the lowest bid price.

                                    (GRAPHIC)

Note: Customer name deleted.

                           FIGURE 9: CUSTOMER AUCTION

A demonstration of the Team's energy supply management platform has been created
specifically for ECOE. [**]. All site, customer, and market data contained in
the demonstration version is for demonstration purposes only.

4.5.2 SUCCESSFUL ENERGY AUCTIONS

The most clear and convincing evidence that the Team has conducted successful
energy procurements for at least three years, is contained in the press releases
issued by our customers and the awards they have won. Appendix B contains two
relevant press releases, one from MDGS and one from DC on the success of their
auction in 2004. In addition, Section 4.18 discusses the awards our customers
have won. These awards date back to 2002.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       16

<PAGE>

                             WORLD ENERGY SOLUTIONS

Taken together, this information describes a Team that has been successful
beyond the three year minimum required in the RFP and that is committed to
providing customers with solutions to their procurement needs, whether the
objective is cost avoidance savings, risk management, budget certainty, or
renewable power.

The information technology platform was designed to compliment the Team's proven
procurement process, which is discussed later in this proposal. The technology
allows the team to execute real-time, online reverse energy auctions. The Team
has conducted hundreds of auctions that meet these requirements over the past
three years (see Appendix C). Because the Team focuses solely on energy
auctions, with a primary concentration in electricity and natural gas, it is
able to solicit multiple bids and pricing types during the same auction event.
This combination of technology and process has led to hundreds of successful
procurements.

4.6 AUTOMATIC AUDIT TRAIL

The Team's platform provides an automatic audit trail of time stamped bids and
bidder information for each company participating, including information on
whether multiple bidders participated for the same company. To ensure the
integrity of the auction and preserve our status as an honest broker, complete
transparency must be maintained. This provides assurance to both our customers
as well as suppliers that the process is fair. Transparency is achieved in a
number of ways. First of all, suppliers each see the lowest price at any point
in time once they become an active participant in an auction. Each supplier has
equal chance to win a customer's business on the merits of its competitive price
alone. There is no favoritism given in any regard, whether through fees, terms,
or any other area. Secondly, the Team provides a complete due diligence report
to our customers. This audit trail includes supplier communications, bid prices,
bid times, and auction results. This provides customers with the information to
answer any question that may arise as a result of the auction.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       17

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                    (GRAPHIC)

              FIGURE 10: AUTOMATIC AUDIT TRAIL - TIME STAMPED BIDS

Figure 9 portrays the automatic time stamped bids and bidder information
captured by the auction platform. Capturing this type of information is
important and benefits ECOE in a number of important ways. First of all, it
creates auditable information that attests to the transparency and fairness of
the auction. Customers can defend and explain decisions. Secondly, suppliers
participate because they understand the criteria for award and this enhances
competition and that lowers prices. This fact is demonstrated in our work with
DC, which is described in Section 4.11 Past Performance.

4.7 PLATFORM SECURITY

Secure Sockets Layer (SSL) is the standard security technology for creating an
encrypted link between a web server and a browser. This link ensures that all
data passed between the web server and browser remains private and integral. SSL
is an industry standard and is used by millions of websites in the protection of
their online transactions with their customers.

WE employs SSL to protect all data transmitted between browser and web server.
This technology protects confidential information (e.g., passwords, bid data,
customer data) from being viewed or tampered with by unauthorized parties thus
ensuring the integrity of our auction events.

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       18

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                    (GRAPHIC)

                    FIGURE 11: WORLD ENERGY'S SSL CERTIFICATE

SSL works by using a public key to encrypt data that's transferred over the SSL
connection. WE utilizes strong encryption also known as 128-bit encryption.
128-bit encryption provides a significantly greater amount of cryptographic
protection than 40-bit encryption.

In order to be able to generate an SSL link, a web server requires an SSL
Certificate. WE's platform utilizes Comodo's SSL Certificate and is depicted in
Figure 11.

To provide maximum uptime system availability, WE's platform is hosted in a
multi-tiered, highly secure, highly reliable fault tolerant environment. This
environment includes a universal power supply (UPS) and diesel generator for
fully redundant backup power to computer equipment. The environment also
includes climate control as well as physical security to building and data
center. To provide highest level of availability to the internet, the data
center utilizes connections to multiple Tier 1 internet backbone providers. To
minimize risk of server downtime due to hard-drive failure, our platform server
features a hot swappable RAID 1 disk array. In the event of major system
component failure such as the motherboard, a spare server is readily available
and can be brought online.

To minimize risk of interruption due to outside attacks on our platform, we
employ a fully integrated security approach located at the network edge. Using
deep packet inspection engines, which are currently capable of recognizing 1800+
attack and vulnerabilities signatures, we are able to defend network resources
from Trojans, worms, DoS/DDos attacks, and blended threats including
sophisticated polymorphic attacks.

Our backup cycle includes nightly incremental backups and a weekly image backup.
The nightly backups are on a fourteen day rotation and the weekly backup is kept
on a two-week rotation. Each backup, whether it be nightly or weekly, is stored
in an off site location.

4.8 PRICING PRODUCTS

Most customers request simple pricing products such as firm fixed price or index
based pricing but because the Team's platform is so flexible additional pricing
products can also be utilized. This team has successfully run procurements for
government clients including the following pricing products in addition to [**].

                 WORLD ENERGY SOLUTIONS PROPRIETORY INFORMATION


                                       19
<PAGE>

                             WORLD ENERGY SOLUTIONS

In addition, the system has successfully been used to award contracts for
financial products such as settled swap transactions. These options can be
critical to customers who want to explore and consider a variety of pricing
products to meet their objectives. The flexibility of the auction platform
allows the Team to do this. Government clients have awarded contracts for fixed,
index, baseload-plus index, demand response, and component based pricing. This
was demonstrated in the auction for MDGS in March 2004. Over [**] bids were
received from [**] energy suppliers during this one day series of auctions.
Based on the flexibility of the procurement platform used, [**] separate RFP's
and [**] different pricing products were requested in order to allow the State
an opportunity to compare different pricing options. [**].

                                   (GRAPHIC)

                                FIGURE 12: [**]

                                   (GRAPHIC)

                                FIGURE 13: [**]

4.9 CUSTOMER LISTING

The following table presents a few of the Team's customers from the past two
years. The Team has run multiple auctions for this select group of customers. In
fact, the Team has run [**] auctions in this period. Of these auction events,
[**] were electricity procurements and [**] were natural gas procurements. This
does necessarily represent the number of contracts entered into but rather the
fact that multiple auctions are run, providing customers with prices for
different

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS


                                       20

<PAGE>

                             WORLD ENERGY SOLUTIONS

pricing options and/or Ts&Cs (e.g., % renewable energy). A complete list is
provided in Appendix C along with the date of the auction and the type of
commodity.

<TABLE>
<CAPTION>
                                          NUMBER OF
             CUSTOMER                     AUCTIONS
             --------                     ---------
<S>                                       <C>
NGAP-GSA                                     [**]
Maryland Department of General Services      [**]
[**]                                         [**]
General Services Administration (GSA)        [**]
[**]                                         [**]
[**]                                         [**]
[**]                                         [**]
[**]                                         [**]
Other                                        [**]
                                             ---
TOTAL AUCTION EVENTS:                        [**]
                                             ===
</TABLE>

                         FIGURE 14: SELECT CUSTOMER LIST

4.10 GAS AND ELECTRICITY PROCUREMENT AMOUNTS

The Team has been performing electricity and natural gas procurements since 2001
and made numerous awards since that time. Over the past three years the Team has
awarded more than 7 billion kWh in electricity and more than 30 million dths of
natural gas. This includes awards to more than ten different suppliers for each
commodity type. For the Team's government customers, [**] suppliers have been
awarded natural gas supply contracts and [**] suppliers have been awarded
electricity supply contracts. A complete listing of awards is contained in
Appendix D.

<TABLE>
<CAPTION>
 ENERGY COMMODITY    AMOUNT CONTRACTED
------------------   -----------------
<S>                  <C>
Electricity (kWh)      7,476,316,800
Natural Gas (dths)        30,423,878
</TABLE>

       FIGURE 15: THE TEAM'S PROCUREMENTS EXCEED THE MINIMUM REQUIREMENTS

Currently, there are [**] suppliers registered on the platform. A complete
listing of the suppliers is presented in Appendix E.

4.11 PAST PERFORMANCE

This section contains three specific examples which demonstrate the Team's
experience in providing supply-side energy consulting services. As mentioned
previously, the proposed Team for this engagement has worked together on nearly
[**] government and commercial auctions over the past four years. These three
past performance qualifications represent some of the Team's best work and
closely match the ECOE's requirements for Energy Supply Acquisition Management
Services. As these qualifications demonstrate, the Team has a record of success
providing energy services and is capable and ready to support ECOE.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS


                                       21

<PAGE>

                             WORLD ENERGY SOLUTIONS

     ENERGY MANAGEMENT SERVICES FOR MARYLAND DEPARTMENT OF GENERAL SERVICES

<TABLE>
<CAPTION>
         CONTRACT NAME            DELIVERY ORDER NAME   AWARD DATE - COMPLETION DATE
         -------------            -------------------   ----------------------------
<S>                               <C>                   <C>
Energy Management Services MDGS           n/a                 2/2004 - Ongoing
</TABLE>

<TABLE>
<CAPTION>
CONTRACT NUMBER, AGENCY   DELIVERY ORDER NUMBER   DOLLAR AMOUNT
-----------------------   ---------------------   -------------
<S>                       <C>                     <C>
SC# AGREEMENT 2/16/2004            n/a                  $0
</TABLE>

<TABLE>
<CAPTION>
   CUSTOMER TECHNICAL REPRESENTATIVE        CUSTOMER CONTRACTUAL REPRESENTATIVE
   ---------------------------------        -----------------------------------
<S>                                       <C>
Mr. Carl LaVerghetta                      Mr. Carl LaVerghetta
Director of Procurement                   Director of Procurement
Maryland Department of General Services   Maryland Department of General Services
(410) 767-4429                            (410) 767-4429
Carl.Laverghetta@dgs.state.md.us          Carl.Laverghetta@dgs.state.md.us

Customer Type: State Government           Contract Type: Performance Based
</TABLE>

SUMMARY OF WORK PERFORMED

As a result of the procurement services performed by the team of World Energy
Solutions Inc. (WE) and Science Applications International Corporation (SAIC);
the State of Maryland met its two goals of being fiscally responsible and
environmentally friendly. The State will pay less for electricity over the next
two years due to this innovative procurement process which is expected to
produce cost avoidance savings in excess of $5.5 million per year. The auction
was held 30 March 2004 to allow the State to lock in the lowest possible cost
before price caps expired in July. Over 320 bids were received from six energy
suppliers during this one day series of auctions. Based on the flexibility of
the procurement platform used, 36 separate RFP's and six different pricing
products were requested in order to allow the State an opportunity to compare
different pricing options. Key highlights include:

-    Developed a 26,000 line usage database of utility quality data including
     six rate classes and two utilities with data obtained directly from the
     utilities and scrubbed by the Team

-    MDGS procured 100 million kWhs of environmentally friendly green power at
     no cost premium

-    Supply Contracts awarded to four suppliers serving 660 State accounts
     located in the service territories of Baltimore Gas and Electric (BG&E) and
     Potomac Electric Power Company (PEPCO)

The Team provided a complete range of services to MDGS from data collection and
tariff analysis to strategic planning and energy management. The Team met with
eligible agencies to interest them in the procurement and then met with all
participants to explain the process and collect account information. With the
knowledge of everyone's objectives, the merits of different procurement
strategies were evaluated and used to create a set of purchasing options for the
agencies that reflect market realities. The Team presented a list of options to
MDGS along with the Team's recommendations. Based on the options selected,
solicitations were developed, benchmarks prices were developed, suppliers were
contacted and pre-qualified, and an auction was conducted. As part of our
services the Team assisted with the evaluation of the bids and communicated with
suppliers. After the auction, the Team provided a paper trail of all prices
submitted, analysis of total procurement, and assisted the customer to ensure
service was transferred correctly. Some of the services the Team provided to
MDGS include online tools for both MDGS and participating agencies. Copies of
each supply contract issued by MDGS and specific terms were loaded into the
system to ensure smooth contract management post-auction. Copies of supply
bills, historical account data, and updated monthly usage data is available.
This service not only allows users to access and review of relevant documents
and data online, but will also help to facilitate future procurements.

RELEVANCY

The work demonstrates the Team's ability to support and perform all aspects of
ECOE's scope of services. One of the most significant outcomes of the project to
date is that the auction allowed MDGS to obtain 100 million kWhs of
environmentally friendly green power at no cost premium when compared to
conventional power bids received on the same accounts the same day.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS


                                       22

<PAGE>

                             WORLD ENERGY SOLUTIONS

              REVERSE ENERGY AUCTIONS FOR THE DISTRICT OF COLUMBIA

<TABLE>
<CAPTION>
    CONTRACT NAME          DELIVERY ORDER NAME      AWARD DATE - COMPLETION DATE
    -------------          -------------------      ----------------------------
<S>                    <C>                          <C>
District of Columbia   Order For Commercial Items   11/2004 - Ongoing
</TABLE>

<TABLE>
<CAPTION>
       CONTRACT NUMBER, AGENCY          DELIVERY ORDER NUMBER   DOLLAR AMOUNT
       -----------------------          ---------------------   -------------
<S>                                     <C>                     <C>
Office of Contracting and Procurement            n/a                  $0
</TABLE>

<TABLE>
<CAPTION>
   CUSTOMER TECHNICAL REPRESENTATIVE       CUSTOMER CONTRACTUAL REPRESENTATIVE
   ---------------------------------       -----------------------------------
<S>                                      <C>
Ms. Elizabeth Kilpatrick                 Ms. Elizabeth Kilpatrick
Assistant Commodity Manager /            Assistant Commodity Manager /
Contracting Officer                      Contracting Officer
Government of the District of Columbia   Government of the District of Columbia
Office of Contracting and Procurement    Office of Contracting and Procurement
(202) 724-4052                           (202) 724-4052
Elizabeth.kilpatrick@dc.gov              Elizabeth.kilpatrick@dc.gov

Customer Type: Government                Contract Type: Performance Based
</TABLE>

SUMMARY OF WORK PERFORMED

In December 2004, OCP contracted with the Team of World Energy Solutions, Inc.
(WE) and Science Applications International Corporation (SAIC) to perform an
electricity procurement for the District of Columbia (DC) valued at $41.2 M. The
resulting contract served over 600 DC Government accounts in four rate classes.
In addition to producing an estimated $5.5M in cost avoidance savings, the
contract included 5% or 33M kWh of renewable power at a minimal cost premium
when compared with generic power bids. The Team was able to provide a complete
range of services to OCP. These included creating a supplier quality database
consisting of over 7,000 lines, assisted in the re-writing of the supply
Solicitation, meetings with agency heads and city council members to education
them on energy market volatility and its effect on pricing, and ensuring the
transference of accounts correctly. In addition, OCP was provided with a
complete audit-trail and due diligence record of all correspondence, supply
solicitation re-writes, market analysis, teleconference notes, and time-stamped
bid records. OCP also has unlimited access to bid records online, updated market
reports for both natural gas and electricity, supplier contact information, and
account data. All these activities were conducted within a six week time frame
and would not have been possible without the Team's proven process.

RELEVANCY

The work performed for OCP demonstrates the Team's ability to support and
perform all aspects of the ECOE's Scope of Services; from providing in depth
analysis to run procurements, to portfolio management and analysis to assure
that cost avoidance savings are realized over the life of the contract. It also
demonstrates the Team's ability to effectively perform all tasks quickly and
successfully. Prior to engaging the Team, OCP had been unsuccessful in two
previous procurements, receiving only one bid from one supplier each time. The
Team was able to increase supplier participation by 250% and assisted in
decreasing the City Council's approval process from two weeks to less than 24
hours.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS


                                       23

<PAGE>

                             WORLD ENERGY SOLUTIONS

                    MASSACHUSETTS ENERGY MANAGEMENT SERVICES

<TABLE>
<CAPTION>
       CONTRACT NAME         DELIVERY ORDER NAME   AWARD DATE - COMPLETION DATE
       -------------         -------------------   ----------------------------
<S>                          <C>                   <C>
Energy Management Services           n/a                 4/2005 - Ongoing
</TABLE>

<TABLE>
<CAPTION>
  CONTRACT NUMBER, AGENCY    DELIVERY ORDER NUMBER   DOLLAR AMOUNT
  -----------------------    ---------------------   -------------
<S>                          <C>                     <C>
ENE25; The Commonwealth of
 Massachusetts Operational
     Services Division                n/a                  $0
</TABLE>

<TABLE>
<CAPTION>
CUSTOMER TECHNICAL REPRESENTATIVE   CUSTOMER CONTRACTUAL REPRESENTATIVE
---------------------------------   -----------------------------------
<S>                                 <C>
Mr. James Ferri                     Mr. James Ferri
Procurement Team Leader, Energy     Procurement Team Leader, Energy
Room 1017                           Room 1017
One Ashburton Place                 One Ashburton Place
Boston, MA, 02108                   Boston, MA, 02108
(617) 720-3168 (Phone)              (617) 720-3168 (Phone)
(617) 727-4527 (Fax)                (617) 727-4527 (Fax)
james.ferri@osd.state.ma.us         james.ferri@osd.state.ma.us

Customer Type: State Government     Contract Type: Performance Based
</TABLE>

SUMMARY OF WORK PERFORMED

The Massachusetts Operational Services Division (OSD) solicited energy
procurement and contract management services through a competitive Request for
Proposal Process. The team of World Energy Solutions, Inc. (WE) and Science
Applications International Corporation (SAIC) won the competition based on past
performance and price. The team has actively been working with OSD since April
to provide expertise and solutions regarding the Commonwealth's upcoming
electricity procurement, which is the first of its kind for the State.

To date, the team has primarily focused on the following areas of pre-auction
support:

-    Providing market assessments and guidance on cost-avoidance savings
     opportunities by utility

-    Assisting OSD with marketing over 100 state, local, and non-profit agencies
     that have the option to join this procurement or satisfy their needs
     individually. The team has met with individuals at each of these agencies
     at least once through either teleconferences or in person meetings.

-    Delivering guidance on how to craft the Request for Response (RFR) for
     electricity supply in such a way that it is compliant with the
     Commonwealth's desired terms and conditions and will result in the most
     competitive pricing in the market.

-    Discussed and analyzed aggregation strategies for the 3,000 + accounts
     included in this procurement which are located in six different utilities
     and cover 30 rate classes.

RELEVANCY

Though the auction for the Commonwealth of Massachusetts will not take place
until November 2005, the work the Team is doing is a good example of how to
structure complex procurements and increase the size of the aggregation. The
level of marketing services and client interface provided to date has far
exceeded any efforts undertaken in previous work performed for government
clients.

4.12 COMPANY PROFILE

The Team proposed for this engagement consists of World Energy Solutions and
Science Applications International Corporation, each is discussed separately.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATIONS


                                       24
<PAGE>

                             WORLD ENERGY SOLUTIONS

WORLD ENERGY SOLUTIONS OVERVIEW

Headquartered in Worcester, Massachusetts, WE is a privately held firm, with 15
full time employees. It operates as an independent, supplier-neutral entity in
the newly deregulated energy environment. WE has no equity ties to any energy
supplier. WE is the market leader in retail energy information and on-line
procurement, delivering the intelligence and tools energy buyers need to drive
confidence up and costs down.

Founded in the mid-1990s as electricity deregulation was just emerging, WE
became one of the first new market entrants to be granted a Federal Energy
Regulatory Commission (FERC) tariff. At that time, WE also saw the Internet wave
building, and embraced the notion that it would revolutionize energy
procurement. This marriage of market expertise and technology has enabled WE to
become the runaway market share leader in on-line procurement with over seven
times the amount of energy commodities procured as its nearest competitor.

WE's expertise and technology underpinnings best serve customers, buying groups,
or consultants who have complex aggregations and/or national buying needs. Over
the past decade, WE has become the platform of choice for the Federal Government
and many Fortune 500(TM) commercial and industrial companies, procuring nearly
$1 billion worth of commodity in over 75 markets on behalf of 250+ customers.
Documented cost avoidance savings from utility rates offered are approaching
$100 million. Depending upon market conditions and Terms and Conditions (Ts&Cs),
many of our customers achieve cost avoidance savings of 5-30% on energy
commodity costs.

WE has earned its success because of four key elements: the market knowledge WE
packages, a process and supporting technology platform that is based in Six
Sigma quality principles and is Sarbanes-Oxley compliant and Statement on
Auditing Standards No. 70 (SAS 70) auditable, our relationships with suppliers,
and reputation as a supplier neutral, honest broker.

CRITICALLY INTELLIGENT

Since deregulation is happening state by state and there are no retail pricing
indices, it is very difficult for energy managers at end use companies,
government buying groups, or consulting firms to be abreast of all the markets
and their competitive dynamics at all times. With its national footprint, WE has
more information about markets and pricing than any other player in the
deregulated market. Often times, suppliers will bid on our platform, simply to
see what prices are in the market at that time.

The intelligence on the platform collected from thousands of discrete pricing
events, enables WE to provide expert guidance to its customers about market
conditions, local pricing, and potential cost avoidance savings. This guidance
provides customers with the confidence necessary to engage the deregulated
market to both maximize cost avoidance savings and minimize budget risk.

BRUTALLY EFFICIENT

At the heart of WE's product line is an on-line RFP and reverse auction suite of
tools. The auction pits suppliers against one another in a real time on-line
reverse auction to bid on a customer's requirements. In this dynamic,
competitive arena, suppliers repeatedly lower their

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       25

<PAGE>

                             WORLD ENERGY SOLUTIONS

prices in order to win a customer's business. This approach has proven time and
time again to secure the lowest price in the market over traditional RFP methods
and generic business-to-business (B2B) auction platforms. One supplier said,
"World Energy is brutally efficient at driving prices down to the bare minimum."

What makes reverse auction so effective is its underlying design. In researching
the choices about what auction methods and features to build in its platform, WE
consulted with University of Chicago's leading economists and discovered that
different design approaches yield different bidding behavior and pricing
results. In designing the system, each design choice such as bid entry method,
auction length, auction termination rules, and other elements have been
incorporated into the platform to favor the consumer over the supplier.

PROCESS COMPLIANT

Most comforting to buyers is WE's rigid attention to process, ensuring both a
very high success rate and protest free procurements. WE's processes were
designed with Six Sigma quality principles to assure the highest levels of
quality and consistency. WE's platform assures data integrity, and that all
procurements are fully documented and auditable; thus, giving procurement
managers the ability to enjoy peace of mind.

PRODUCTS

WE differentiates itself in the marketplace by offering total end-to-end energy
procurement, management, and consulting products in the following areas:

-    Procurement: a streamlined process and convenient "web-enabled" procurement
     product which has been proven time and time again to secure the lowest
     commodity price in deregulated markets.

-    Market Information: a breadth and depth of market knowledge, including
     ongoing regulatory matters, wholesale activity levels, and retail activity
     levels (where applicable) in both regulated and deregulated markets, and
     risk management assessment to identify advantageous financial instruments.

-    Bill Analysis, Presentment, and Payment: a comprehensive bill presentation,
     validation, consolidation, payment, and analysis suite of offerings. WE can
     maintain a billing information database for its customers, help identify
     billing and tariff errors, and obtain reimbursement for these errors from
     their supplier.

-    Portfolio Management: a comprehensive suite of tools to track contracts,
     sites, accounts and usage. This data can be used to track performance
     against budget, identify usage outliers, and for other management purposes.

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION OVERVIEW

SAIC is the largest employee-owned research and engineering company in the
United States; providing information technology, systems integration and
e-solutions to commercial and government customers. SAIC engineers and
scientists work to solve complex technical problems in national and homeland
security, energy, the environment, space, telecommunications, health

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       26

<PAGE>

                             WORLD ENERGY SOLUTIONS

care and logistics. With annual revenues of $7.2 billion, SAIC and its
subsidiaries, have approximately 43,000 employees at offices in more than 150
cities worldwide.

SAIC is recognized as a company that maintains a highly competent technical
staff. Approximately 77% of our employees have more than 10 years experience,
and 76% of our professional staff hold advanced degrees. SAIC's ability to
attract talented employee-owners is based on our employee ownership philosophy
and our keen understanding of how to develop multidisciplinary teams that work
together seamlessly to produce highly effective integrated solutions.

Over the past 35 years SAIC has evolved into a diversified technology, research,
and engineering company. Our continued growth is the result of success in the
government and commercial sectors complemented by strategic acquisitions, as
well as a dedication to creating innovative, cost-effective ways to meet the
changing needs of our customers and evolving markets. We maintain and continue
to expand a broad customer base; the result of more than 30,000 contracts
awarded to SAIC since the company was formed in 1969.

SAIC successfully manages these engagements through application of our Common
Approach to Program Management (CAPM) and Common Approach to Project Controls
(CAPC), which help ensure quality, cost, and schedule control. SAIC has found
that use of these common approaches consistently minimizes contract performance
risk and are a key factor in SAIC's contract win rate.

SAIC has a proud history of satisfying customers' needs and exceeding customers'
expectations. Continually at the forefront of new technology developments, SAIC
has received numerous awards for providing outstanding services and products to
the government. SAIC creates, as well as assists, customers in identifying new
technologies to ensure mission accomplishment. Typically, SAIC believes in
working as a partner with customers in order to identify, evaluate, and
implement solutions to complex technical problems.

SAIC is working with a variety of state, commercial, and industrial customers to
implement energy efficiency programs. For the University of New York, we are
evaluating Internet-based metering technologies and cost management data on
energy usage. For the NYC Metropolitan Transit Authority, SAIC is developing and
implementing an energy commodity risk management strategy to minimize cost and
reduce market risk when purchasing electricity.

By drawing on our deep scientific experience and innovative business solutions,
SAIC has performance-based contracts with customers such as British Petroleum
(BP), Shell, and Chevron Texaco. Under these contracts we help them manage their
outsourcing model, created by SAIC, to meet their needs of radically reducing
costs and gaining more flexible and higher quality IT resources. SAIC has
committed to savings goals in each year of our performance-based contract. As a
result, BP has reduced their costs by 40% globally over the first three years of
the outsourcing engagement, and has continued at a 10% reduction each year
since, leading to hundreds of millions of dollars of savings to BP.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       27

<PAGE>

                             WORLD ENERGY SOLUTIONS

In 2002, SAIC acquired Arthur Andersen's North American Oil and Gas Practice in
order to integrate solutions that enable our customers to reduce costs,
streamline operations, and operate more effectively. This acquisition enhances
SAIC's ability to provide expertise in energy consulting solutions and services;
and SAIC has gained many employees with a great deal of knowledge in providing
energy consulting services to a variety of customers across the energy industry
in Mining, Utilities, and Oil and Gas. Our experienced team of energy
consultants delivers a range of services including benchmarking, technology
strategy, and back office optimization. SAIC benchmarks major and mid-tier oil
companies to measure the efficiency of general and administrative cost
structures, and has recently initiated a benchmarking study to address operating
costs and capital expenditures.

Many well recognized publications and business institutions have honored SAIC's
outstanding accomplishments with the following rankings and recognitions:

-    #5 America's Most Admired Companies: Computer and Data Services, Fortune
     (April 2004)

-    #17 500 Largest Private Companies, Forbes (November 2003)

-    #276 of the Fortune 500(TM), Fortune (April 2005)


SAIC/WORLD ENERGY TEAM

The Team's combination of in-house expertise and extensive resources in the
energy market ensures that ECOE's requirements will be met. Our skill sets and
track record ensure that the Team will be responsive to any emerging
requirements throughout the life of the contract.

This partnership is based on complementary skill sets. WE provides market
expertise and technology while SAIC provides proven public sector project
management capabilities (i.e., CAPM and CAPC). This seamless integration of
capabilities provides government customers with the right mix of process and
technology for competitive, transparent and auditable procurements.

Together, the Team has managed nearly 30 major aggregations consisting of
hundreds of accounts and auctions for government and commercial customers over
the past four years. This includes a number of auctions procuring energy greater
than the ECOE's requirements from both an energy value and complexity
standpoint.

The work will be managed from WE's Worcester, MA office but a significant amount
of day to day work will be run out of SAIC's McLean, VA office. None of the
other 150 SAIC offices world-wide will be involved unless additional energy
expertise is required during the course of the contract.

WORLD ENERGY SOLUTIONS OFFICE:          SAIC MCLEAN, VA OFFICE:

World Energy Solutions                  Science Applications International
446 Main Street                         Corporation
Worcester, MA 01608                     1710 SAIC Drive
Phone: 508-459-8100                     McLean, VA 22102
Fax:   508-459-8101                     Phone: 703-676-4627
                                        Fax:   703-821-7938

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       28

<PAGE>

                             WORLD ENERGY SOLUTIONS

URL: www.worldenergy.com                URL: www.saic.com

4.13 PROCUREMENT MARKETING

Throughout the multitude of experience with energy auctions, the Team has found
that bidding is more aggressive when there is a greater load and more
participating suppliers. Thus, the Team's goal is to maximize both. This is done
at two levels: the first is to market internally so that all available federal
loads are included; secondly, the Team actively markets to all registered
suppliers notifying them of the procurement in order to produce maximum
participation. In doing both effectively, the Team can increase both the
competitiveness and size of energy aggregations.

As our past performance attests, the Team has been successful in this area. This
is due in large measure to our process and success rate. Because we are not
replacing current procurement processes but rather complementing them, the
process is easy for agencies grasp and support. Our success rate encourages
supplier participation because they know our customers understand the process
and are able to make decisions. In other words, contracts are awarded as a
result of our work and suppliers are eager to compete for real business rather
simply than take part in nothing more than a technology demonstration. The
Team's process works and delivers results for both our customers and suppliers.

These capabilities and expertise are highlighted in the past performance
write-ups in Section 4.11 for MDGS and the MA OSD. For MDGS, the Team was able
to increase the size of the auction by 118%, through effectively marketing
agencies such as the Maryland Stadium Authority and numerous state universities.
For OSD, the Team has been able to increase the size of the auction by over 30%
by individually explaining the benefits of aggregation to the Massachusetts
Turnpike Authority, other non-executive agencies, various colleges and
universities, cities, and non human and social service non-profits

4.14 REFERENCES

This section contains six references a number of letters of recommendation
attesting to the quality of our services and the success of the Team. The
letters are from MDGS and the District of Columbia. The Team has conducted
auctions for each of these customers equal to or greater than ECOE's
requirements.

<TABLE>
<CAPTION>
NO.             REFERENCE CONTACT INFORMATION
---   -------------------------------------------------
<S>   <C>
1     Mr. Carl LaVerghetta
      Director of Procurement
      Maryland Department of General Services
      (410) 767-4429
      Carl.Laverghetta@dgs.state.md.us

2     Ms. Elizabeth Kilpatrick
      Assistant Commodity Manager / Contracting Officer
      Government of the District of Columbia
      Office of Contracting and Procurement
      (202) 724-4052
      Elizabeth.kilpatrick@dc.gov
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       29

<PAGE>

                             WORLD ENERGY SOLUTIONS

<TABLE>
<CAPTION>
NO.             REFERENCE CONTACT INFORMATION
---   -------------------------------------------------
<S>   <C>
3     Mr. James Ferri
      Procurement Team Leader, Energy
      Commonwealth of Massachusetts
      Operational Services Division
      (617) 720-3168
      james.ferri@osd.state.ma.us

4     [**]

5     [**]

6     [**]

</TABLE>

                           FIGURE 16: TEAM REFERENCES

4.15 FINANCIAL INFORMATION

WE is the market share leader in the on-line procurement of electricity and
natural gas. Since founding, WE has facilitated contracts for over
11,000,000,000 kWh and 34,000,000,000 cubic feet of natural gas on behalf of
[**] customers and over [**] accounts. The company is growing at over 50% per
annum, more than doubling revenue over the past two years, and is projected to
continue to grow at that rate for 2005. The company was profitable at both the
operating income and net income lines in 2004 and continues to be so in the
first half of 2005. The company is also cash flow positive for the first six
months of 2005.

In addition, World Energy has become the partner of choice for a number of major
consultancies and demand side energy firms including SAIC, [**], Johnson
Controls, and Cargill Energy Services. These firms have performed their due
diligence and have made major investments to create an offering that
incorporates WE's platform and procurement process. These firms also provide a
pool of resources that WE can tap into to mitigate spikes in workload and demand
for services. Our partnership with SAIC has created a formidable team in support
Federal, State and Local government opportunities. Similarly partnering with
Johnson Controls and Cargill has enabled WE to effectively serve national
Fortune 500(TM) companies.

WE's partner in this engagement is SAIC, which was founded in 1969 as a
scientific consulting firm focusing on government contracts. Ranked 276 on the
Fortune 500(TM) list, SAIC is the nation's largest employee-owned research and
engineering company, providing information

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       30

<PAGE>

                             WORLD ENERGY SOLUTIONS

technology, systems integration and eSolutions to commercial and government
customers. SAIC engineers and scientists work to solve complex technical
problems in national and homeland security, energy, the environment, space,
telecommunications, health care, transportation and logistics. With annual
revenues of $7.2 billion, a 23% increase from the previous year, SAIC and its
subsidiaries, have more than 43,000 employees at offices in more than 150 cities
worldwide. SAIC's innovative organizational structure, which includes wholly
owned subsidiaries, partially owned consolidated companies and equity
investments, has created new avenues for the Company's continuing growth and
success. While the company focuses on the primary markets listed above, SAIC
also pursues business in many new areas, such as optical networking, Internet
telephony, and electronic commerce.

Based on our successfully serving GSA and ECOE for the past four plus years, the
Team is confident that it will be able to deliver the service level and results
to which the GSA and the ECOE has become accustomed.

4.16 UTILITY AND ACCOUNTS SERVED

               (MAP OF GEOGRAPHIC SPAN OF THE TEAM'S PROCUREMENTS)

FIGURE 17: GEOGRAPHIC SPAN OF THE TEAM'S PROCUREMENTS

Through the team's auditable and transparent process, government clients have
awarded supply contracts serving accounts in more than 60 utilities and 27
states. Figure 17 shows the states the Team is actively serving customers in.
Regarding electricity, the Team is active in nearly every competitive market. In
total, the Team has served nearly [**] government accounts since 2001.

Detailed information regarding the number of utilities and states client
accounts have been served in based on energy supply contract awards through the
Team's real-time, online reverse auction platform is provided in Appendix F.

4.17 PRICE TO BEAT APPROACH

The Team conducts detailed price-to-beat benchmark analysis on every account in
an aggregation, rather than estimate the price-to-beaat on the entire load. This
detailed analysis enables the Team to architect RFPs in a way that provides
customers with the most information upon which to base its contracting
decisions. Utilizing account by account pricing benchmarks, WE can run auctions
for subsets of the load versus running the load in its entirety, to assure that
each segment stands on its own economically. For example for a large state
aggregation, the Team was able to parse out streetlight accounts, create a
benchmark, and run a separate auction. The benchmarks for the streetlights and
the auction results indicated that it was uneconomic for these accounts to
switch to competitive supply. Without the streetlights in the aggregation, the

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       31

<PAGE>

                             WORLD ENERGY SOLUTIONS

Team was able to avoid account cross-subsidization and attain a lower price for
the accounts for which it was economical to switch to competitive supply.
Without the separate price-to-beat benchmarks, the streetlights would have been
placed on competitive supply and the average price for the aggregation would
have been higher for all accounts, resulting in higher costs and lower savings.

An example of the Team's price to beat analysis calculated at the individual
account level is provided in Appendix G. This procurement included over 100
accounts.

4.18 AWARDS

Over the past four years the Team's customers have won numerous awards from a
variety of associations and organizations. The common theme throughout all these
awards is the use of innovative technology to deliver value and cost avoidance
savings from rates offered by the local utilities. The awards include:

-    National Association of State Facilities Administrators (NASFA) awarded
     Secretary Boyd Rutherford from the State of Maryland with the 2005
     Innovation Award. A press release regarding this award is presented in
     Appendix B.

-    National Association of State Chief Administrators (NASCA) awarded
     Secretary Boyd Rutherford from the State of Maryland with the 2005
     Outstanding Program Award. A press release regarding this award is
     presented in Appendix B.

-    The US Closing the Circle Whitehouse award was given to Brian Magden, Ken
     Shutika, Linda Collins, Lou Lozito, and Mike Ziskind in 2004 for procuring
     Greenpower for Federal and non Federal facilities in NYC and NJ. The team
     of WE and SAIC facilitated both procurements.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       32

<PAGE>

                             WORLD ENERGY SOLUTIONS

5 TECHNICAL APPROACH

The Team has demonstrated capabilities providing all of the services described
in the ECOE's detailed scope of services for both electricity and natural gas
procurements. The process has been fine-tuned with each engagement to better
assist our clients in getting everything they need and want. The following
figure displays the Team's structured procurement approach. Within the tasks
listed, all requirements of the ECOE's RFP are met.

5.1 PROCUREMENT PROCESS

In addition to providing strategic energy planning, supply sourcing, and supply
management, the Team's procurement process encompasses additional activities to
help ensure the success of the procurement. The Team's process typically
involves an online, real-time reverse energy auction. The services have been
organized into three categories: Pre-Auction Tasks, Auction Tasks, and
Post-Auction Tasks (see Figure 18).

                                  (FLOW CHART)

             FIGURE 18: THE TEAM'S COMPREHENSIVE PROCUREMENT PROCESS

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       33

<PAGE>

                             WORLD ENERGY SOLUTIONS

5.1.1 PRE-AUCTION TASKS

                                  (FLOW CHART)

                          FIGURE 19: PRE-AUCTION TASKS

Pre-Auction Tasks (see Figure 19) comprise the first set of activities in the
procurement process. These activities create a strong foundation necessary to
perform a successful procurement:

-    PROVIDE MARKET EXPERTISE (ON-GOING ACTIVITY THROUGHOUT THE PROCESS) - The
     Team's market expertise can first and foremost be attributed to the number
     of auctions that the Team has run. This expertise is brought to bear in a
     number of important areas including analysis of rates and tariffs, an
     assessment of procurement options, renewable power requirements,
     development and execution of the supply solicitation, and locating and
     pre-qualifying suppliers. Using the results of this analysis, the Team
     develops a comprehensive procurement strategy and implements a total
     supply-side management solution for client accounts.

-    PROCESS EDUCATION AND MARKETING SUPPORT - The Team will educate ECOE and
     ECOE's customers on the Team's process. This includes how the Team will
     analyze accounts and aggregate them into RFPs in order to promote more
     competition and bidding; how the Team will locate and pre-qualify reputable
     suppliers to bid on the energy load; what contract options ECOE may want to
     consider, and how the Team will market the procurement opportunity to other
     eligible entities. For MDGS, the Team met with state agencies such as
     Camden Yards, Raven's Stadium, and numerous state universities to explain
     the process, encourage them to participate in the procurement, and collect
     account data. The Team was able to increase the size of the auction by
     118%, resulting in greater load and more competitive prices. The Team
     recommends this approach to ECOE.

-    COLLECT AND ANALYZE ENERGY CONSUMPTION DATA - The Team will collect agency
     account and market data pertaining for all accounts in the procurement.
     Additionally, we will pull utility quality data direction from the utility.
     Data requirements will be defined and a database of all identified sources
     of data will be created. This information is reviewed and analyzed for
     tariff rates, 12-month interval usage data, etc. in order to help develop a
     comprehensive procurement strategy. The analyzed data is also used to
     establish a benchmark (e.g. price-to-beat). This benchmark, developed in
     conjunction with ECOE, is used to evaluate prices immediately following an
     auction in order to determine estimated cost avoidance savings. For MDGS,
     the Team developed a 26,000 line usage database of utility quality data
     including six rate classes and two utilities. This provides suppliers with
     the

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       34

<PAGE>

                             WORLD ENERGY SOLUTIONS

     highest quality data in a format that facilities analysis in their own
     pricing models, which decreases risk premiums in bid prices.

-    CONDUCT A SUPPLIER SURVEY - The Team believes that it is essential to poll
     the suppliers who are active and licensed suppliers in the relevant utility
     in order to determine the best market strategies, resulting in the most
     competitive bids. Surveying suppliers will inform ECOE of any market or
     local distribution company (LDC) regulations that may drive up the risk
     premium in bid prices.

-    ASSESS COMMODITY PROCUREMENT OPTIONS - The Team will review current energy
     commodity purchases and methods to identify areas for improvement and cost
     avoidance savings. The Team believes that it is crucial to meet with ECOE,
     as well as the points of contacts (POCs) for potential shareholders and
     involved agencies in an effort to fully understand their objectives and
     needs. With the knowledge of everyone's objectives, the merits of different
     procurement strategies can be evaluated and used to create a set of
     purchasing options for the agencies that reflect market realities. The Team
     will also research utility switch rules in the relevant utility or
     utilities in order to determine when to perform the procurement auction and
     to avoid any penalties upon switching from the LDC. Also, information will
     be provided regarding the best time to hold the procurement based on the
     market conditions and ECOE's specified timelines.

-    GREEN/RENEWABLE ENERGY - The Team will assess any requirements for the
     procurement of renewable energy and also assist in certifying any renewable
     energy credits resulting from energy supply contract awards as well as
     other Federal projects. Procurement options will be included as part of the
     overall strategy. Renewable energy typically costs more per unit than
     generic energy, although the Team has found that addressing them as part of
     the process can result in reduced and even no price premiums. The Team was
     able to obtain 100 million kWh of environmentally friendly green power for
     MDGS at no additional cost premium when compared to conventional power bids
     received for the same accounts that day. The team can address all of the
     ECOE's renewable goals by providing expertise in both green commodity
     procurement and assisting in energy credit certification.

-    PROCUREMENT STRATEGY - The Team will prepare a formal procurement strategy.
     The plan will describe the different options, assess the merits of each,
     and make recommendations on procurement strategies. The Team will assist
     the ECOE with reaching pricing decisions that adhere to cost avoidance
     savings goals regarding price risk avoidance, maximizing savings, and other
     objectives including renewable power goals.

-    LOCATE AND PRE-QUALIFY REPUTABLE SUPPLIERS - The Team will notify 100% of
     suppliers registered in the utility and advertise the opportunity. The Team
     is familiar with and has existing relationships with most suppliers in
     currently used by ECOE. Existing relationships with these suppliers will
     enable the Team to draw interest and run a highly competitive procurement;
     ultimately helping to ensure that ECOE's goals are met. The Team will
     assist ECOE in pre-qualifying suppliers through the use of available
     information such as: Dunn and Bradstreet Credit Reports, FERC Reports, etc.
     The Team will work with ECOE to develop sound financial qualifications that
     suppliers must meet in order to bid. Pre-qualify suppliers facilitates the
     decision making process and can result in awards in less than 24 hours,
     which

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       35

<PAGE>

                             WORLD ENERGY SOLUTIONS

     decreases the risk premium in bid prices. All suppliers deemed acceptable
     will be registered on the platform if they are not already a registered
     user.

-    ASSIST WITH THE CREATION OF RFP TO SUPPLIERS - The Team has experience in
     the development of various types of government requirements and RFPs and
     will assist the ECOE in determining the best contract structure for each
     bidding event. This will be done through an analysis of the prior
     twelve-month's generation/ancillary pricing for the accounts included and
     client agency goals and preferences. As part of the services provided to
     ECOE, the Team will assist with the creation and issuance of the RFPs. The
     final RFP will be reviewed to ensure that it meets both ECOE as well as
     supplier requirements. This is a critical step in the process since a
     poorly written RFP will result in supplier uncertainty and unnecessary risk
     premiums. The Team has a track record of providing recommendations for RFP
     language changes that both result in the lowest bid price available in the
     market and are acceptable to suppliers as well.

-    REVIEW FINAL RFP AND CREATE PRICING SCENARIOS - The Team always performs a
     final review of the RFP prior to solicitation to ensure the language is as
     tight and clear as possible. Once the RFP is set, the Team will develop
     pricing scenarios, the price to beat, for each auction event. The price to
     beat is developed from utility quality data and from the bottom up, account
     by account, conducting tariff analysis on each. All price to beat analysis
     will be presented to ECOE for review and comment. This process is critical
     since it provides decision makers with robust analysis so that awards can
     be made quickly. This minimizes the amount of time a supplier must hold a
     price and therefore the risk premium, resulting in more competitive bids
     and additional cost avoidance savings.

-    CREATE CUSTOMIZED WEBSITE AND POST USAGE DATA, RULES, ETC. - The Team will
     host a central, customized website that is accessible by both suppliers and
     ECOE, where all parties can view documents and information pertaining to
     the procurement inclusive of RFP numbers and times. In addition to posting
     the conference minutes on the auction platform, all historical usage
     data/demand data is posted in downloadable excel files; as are auction
     rules, contract terms and conditions, and other important data, including
     updates made to account usage data. Account data is typically posted a
     minimum of a week prior to the auction to allow suppliers sufficient time
     for internal analysis.

-    HOST BIDDERS' CONFERENCES - The Team will host a number of bidders'
     teleconferences with potential suppliers to review the RFP and account
     data, collect comments, and answer suppliers' questions. The Team makes
     sure that suppliers understand the auction process and the RFP Ts&Cs, and
     that all questions are answered. The Team will assist ECOE in the
     notification to suppliers of the specific auction schedule inclusive of RFP
     numbers and times. The results of these conferences are posted on the
     customer specific auction web-site for all potential suppliers to access.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       36
<PAGE>

                             WORLD ENERGY SOLUTIONS

5.1.2 AUCTION TASKS

                                  (FLOW CHART)

                            FIGURE 20: AUCTION TASKS

The following tasks are performed by the Team during the day of the auction.

-    ADMINISTER THE AUCTION - The Team typically conducts multiple auctions to
     address customer requirements and/or risk level. The Team hosts the auction
     on WE's web-based platform, and monitors each auction during the course of
     the day. The Team maintains an "audit trail" of supplier communications,
     bid prices, bid times, and auction results, which will be provided as part
     of the Team's due diligence contract file, delivered to ECOE.

-    PROVIDE ANALYSIS REGARDING THE PRICES SUBMITTED - As auctions close and
     final bids are known, the Team immediately begins analysis of the prices.
     The following table shows typical post auction analysis comparing the best
     bids received against the benchmark rate or the price to beat. This rate is
     what customers would continue paying if they did not accept any of the
     three bids (each bid represents a different term). Though the example is a
     summary, a detailed report by utility and rate class is also provided as
     backup to the Team's recommendations. This report is also delivered to ECOE
     as part of the Team's deliverables. This type of analysis is conducted to
     provide ECOE a means to compare the bids over different terms. As the
     following figure shows, significant cost avoidance savings were attainable.

<TABLE>
<CAPTION>
TERM       CONSUMPTION   BEST BID   BENCHMARK*         UNIT          SAVINGS
(MONTHS)      (KWH)       ($/KWH)     ($/KWH)    SAVINGS ($/KWH)       ($)
--------   -----------   --------   ----------   ---------------   ----------
<S>        <C>           <C>        <C>          <C>               <C>
12          70,328,301    0.0596      0.0611          0.0015       $  104,161
24         140,656,602    0.0559      0.0622          0.0063       $  890,412
36         210,984,903    0.0538      0.0635          0.0097       $2,038,768
</TABLE>

*    Different benchmarks reflects risk, inflation, and fuel adjustments.

                     FIGURE 21: SAMPLE POST AUCTION ANALYSIS

Where applicable, cost avoidance savings are estimated using the LDC default
price as a benchmark, as this represents what a customer would pay otherwise.

-    CUSTOMER AND SUPPLIER COMMUNICATIONS - Typically an auction represents a
     collection of accounts, though it can be for one account if the size,
     tariff rate, or individual requirements dictate. Once an auction is over,
     the Team can assist in contacting participating agencies. If possible, the
     Team recommends establishing a Memorandum of Understanding (MOU) between
     ECOE and each account/agency POC allowing ECOE to make the final decision.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       37

<PAGE>

                             WORLD ENERGY SOLUTIONS

     An MOU can simplify the decision making process, although this option is
     not always possible. MOUs can be beneficial, for instance, if one account
     POC as part of an aggregation refuses to accept the auction price, but the
     other account POCs do; the Team will liaison with suppliers regarding the
     change in the load for that specific RFP to determine if the supplier will
     hold the price. If necessary the Team will reissue an amended RFP for an
     additional auction the same or next day.

-    CREATE AWARD NOTIFICATIONS WITH WINNING BID AND ACCOUNT DETAILS - The Team
     will provide ECOE with information on the winning bid prices and the
     corresponding accounts in a format that can be used by ECOE to inform
     suppliers of an award. The Team will not bind and will not act or represent
     itself to perform in the capacity of the ECOE or the Contracting Officer at
     any time during the procurement process unless specifically authorized to
     do so by the ECOE. However, the Team will assist ECOE with administrative
     support in making a determination of which bid is the "best bid" based on
     ECOE's requirements. If pricing received is not reflective of a competitive
     market price or if the ECOE determines that more advantageous pricing can
     be achieved at a later date, the Team will perform up to two additional
     procurements for the same data set.

5.1.3 POST-AUCTION TASKS

                                  (FLOW CHART)

                          FIGURE 22: POST AUCTION TASKS

The final tasks are performed after the auction has been conducted. Some
activities continue over the life of the energy contract awarded to the winning
supplier.

-    PROVIDE A PAPER TRAIL OF ALL PRICES SUBMITTED - The Team will provide a
     summary of the auction, a copy of the statement of work, the supply
     solicitation, teleconference notes, the auction schedule, benchmark
     analysis, market reports, summary and complete listing of all supplier
     communications, award letters, bid prices, and clearly identified
     submission times and lowest bid prices for each bid. This will be provided
     to ECOE for their files, regardless of whether or not any auction bid
     prices have been accepted. Additionally, ECOE will have continued access to
     the procurement platform over the course of the contract at no cost, and
     will be able to review all bidding information at its convenience.

-    PROVIDE ANALYSIS OF TOTAL PROCUREMENT - The Team will provide an analysis
     of the total procurement in terms of accounts; load placed, bid prices, and
     estimated cost avoidance savings to ECOE. The process used, analyses
     reports, and auction results for the procurement will be provided as part
     of the Team's due diligence contract file that is

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       38

<PAGE>

                             WORLD ENERGY SOLUTIONS

     delivered to ECOE. In addition to the above referenced deliverables, market
     structure briefings, benchmark price analysis, market sensitivity analysis,
     and contract options and price analysis reports will also be provided to
     ECOE.

-    ASSIST THE CUSTOMER TO ENSURE SERVICE IS TRANSFERRED CORRECTLY - If new
     suppliers are selected, the Team will assist ECOE with the transfer of
     accounts to ensure that all accounts have been transitioned smoothly,
     without interruption or incident. If a problem arises, the Team will
     provide oversight to ensure that it is resolved successfully. The Team also
     has a process that can be utilized to allow accounts to join after a
     procurement.

-    CONTRACT MANAGEMENT TOOLS - The Team will provide access to summary billing
     and contract management tools through an Internet platform that will be
     formatted to meet ECOE's specific needs. This password-protected on-line
     database will be accessible by both the ECOE and its clients and through a
     secure Internet connection. Copies of each supply contract issued by ECOE
     and specific terms will be loaded into the system to ensure smooth contract
     management post-auction.

-    ACCOUNT USAGE DATABASE - Copies of supply bills, historical account data,
     and updated monthly usage data associated with each awarded supply contract
     will also be loaded into the system on a monthly basis. This service will
     not only allow access and review of relevant documents and data online, but
     will also help to facilitate future procurements as everything will be
     centrally housed in a readily accessible database.

-    ENERGY MARKET NEWSLETTERS AND REPORTS - Quarterly market updates will be
     provided to ECOE which will help identify opportunities for additional cost
     avoidance savings. As WE is the largest online retail broker in the U.S.,
     market reports are available at the utility level for over 100 natural gas
     and electric utilities. Information available by utility include
     deregulation status reports, information on switch rule days, incentives
     offered by each utility, information on retail pricing products available,
     billing options offered by active suppliers, a market outlook based on
     retail switching information available, and wholesale charting reports. The
     information provided in these quarterly reports, monthly newsletters, and
     through the market reports accessible directly through the platform at any
     time can help ECOE to gain knowledge and put together a focused marketing
     strategy to expand its client base.

-    AD HOC REPORTS - The Team can provide reports and analysis on forward
     pricing curves combining data from auction results, supply publications and
     other industry information for both gas and electricity. These reports can
     be used by ECOE to estimate auction retail price expectations at any time
     and aid in the go to market decision making process. Additionally, ECOE can
     access aggregated and sanitized pricing data from WE's retail exchange upon
     request.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       39

<PAGE>

                             WORLD ENERGY SOLUTIONS

APPENDIX A: RESUMES

Resumes for all personnel proposed for this engagement are provided in this
Appendix.

                                RICHARD DOMALESKI

Title: Founder, President, and CEO      Role: Program Manager

<TABLE>
<CAPTION>
CONTACT INFORMATION                 UNIQUE SKILL SETS
-------------------                 -----------------
<S>                                 <C>
World Energy Solutions              - Electricity & Nat. Gas Procurement Expertise
446 Main Street                     - Energy Hedging & Derivatives
Worcester, MA 01608                 - Program Management
Phone: 508-459-8102                 - Market Analysis and Research
Fax: 508-459-8101                   - Pricing Product Development
Mobile: 508-612-3523                - Solicitation & Contracting expertise
Email: rdomaleski@worldenergy.com
</TABLE>

BACKGROUND

Mr. Richard Domaleski is the Founder, President, and CEO of World Energy
Solutions, Inc., and his ten years of experience in energy procurements puts him
as one of the pioneers of on-line procurement for energy commodity. He was one
of the first electricity brokers to secure a FERC tariff and one of the first to
marry the power of the internet with the potential offered by deregulation. Mr.
Domaleski takes a hands-on interest in his government customers, earning the
trust and respect of high visibility agencies at the Federal and State level. In
addition to overseeing the procurement process, he also plays a key role on
behalf of his government customers in meeting with agencies, universities and
hospitals, to encourage participation in aggregations. He has participated in a
number of complex energy procurements for MA, DC, DHS, MDGS, and GSA and
continues to provide program management and procurement support to all of these
agencies. He has participated in competitive electricity and natural gas
procurements that resulted in over $677M in government supply contract awards
and worked directly with contracting officers, agency heads, and regional energy
coordinators at the federal, state, and local levels.

SELECTED EXPERIENCE

CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR GENERAL SERVICES
ADMINISTRATION ENERGY PROCUREMENTS

-    Serves as the WE Team Lead for GSA procurements which support services
     which are provided on a 100% performance basis. Since 2001, GSA has awarded
     over $526M in energy supply contracts serving over 20 Federal agencies in
     27 states and more than 60 utilities across the U.S.

-    Created an innovative new approach to awarding energy supply contracts,
     resulting in a significant increase in the number of suppliers bidding on
     GSA supply Solicitations with over 50 active bidders and awards made to 32
     energy suppliers. Additionally, over 230M kWh of renewable power has been
     awarded through these procurements at a lower cost premium (compared to
     generic power bids) than was achievable prior to WE's involvement.

-    Worked closely with a number of Federal Contracting Officers and GSA
     Regional Energy Coordinators in designing procurements to ensure maximum
     supplier and customer participation, in advising customers about market
     conditions, and in providing energy expertise in supporting the customer's
     decision-making.

CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR MARYLAND DEPARTMENT
OF GENERAL SERVICES ENERGY PROCUREMENTS

-    Assisted DGS in directly marketing state universities, developing pricing
     products that allowed large client facilities to maximize Co-generational
     capabilities and active-load management strategies, and aggregating over
     650 accounts in over six rate classes and two utilities. This procurement,
     conducted in March 2004, resulted in $98M in supply contract awards, the
     state contracting for 100

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-1

<PAGE>

                             WORLD ENERGY SOLUTIONS

     MWH of renewable power at a lower price than generic power, and an
     estimated $11.6M in cost avoidance savings for the taxpayers of Maryland.

-    Conducted additional procurement in November 2004 which resulted in over
     $11M in supply contract awards.

CEO, WORLD ENERGY SOLUTIONS - WORLD ENERGY TEAM LEADER FOR DISTRICT OF COLUMBIA
ENERGY PROCUREMENTS

-    Led the first E-procurement of electricity to serve various District of
     Columbia Government facilities. This procurement, which was conducted in
     December 2004, resulted in a $41M supply contract award including 5% or 33M
     kWh of renewable power. 100% of the accounts included in this procurement
     were placed with a competitive supplier (over 600 accounts). The contract
     is expected to result in cost avoidance savings of over $5.5M over 24
     months and was unanimously approved by the DC City Council. Before working
     with World Energy, the DC Government had gone to market three times in 2004
     and had not been able to award a contract based on low supplier
     participation and long timelines between price submittal and DC Council
     approval. Using World Energy's expertise, eight suppliers submitted
     technical requirements, five suppliers bid, and the DC City Council
     approved the contract in less than 24 hours from price submittal.

CONFERENCES, PRESENTATIONS, AND PROFESSIONAL AWARDS

CONFERENCES AND PRESENTATIONS

Mr. Domaleski is a well-respected and highly sought-after Featured Speaker, and
has spoken at many industry conferences including Energy 2004, WEEC 2004, AEE
Regional Conference, FUPWG 2003, GSA Region2 Energy Conference at the United
Nations, and Energy 2003.

He and WE have appeared in the Wall Street Journal, New York Times, Inc
Magazine, Purchasing Magazine, Restructuring Today and other publications.

PROFESSIONAL AWARDS AND HONORS

WE has supported its clients in winning seven awards for excellence, innovation
and green-friendly procurements - including the DOE Presidential Award and the
National Association of State Chief Administrators' Outstanding Program Award.

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-2

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                  CHRIS MCCALL

Title: Senior Program Manager           Role: Energy Team Task Lead

<TABLE>
<CAPTION>
CONTACT INFORMATION              UNIQUE SKILL SETS
-------------------              -----------------
<S>                              <C>
1710 SAIC Drive                  - Performance Based Program Management
MS 3-7-2                         - Financial and Business Case Analysis
McLean, VA 22102                 - Cost - Benefit Analysis
Phone: 703-676-4970              - Resource Allocation
Fax: 703-821-7938                - Knowledge Management
Mobile: 703-323-5970             - Energy Sourcing
Email: chris.m.mccall@saic.com   - Benchmarking / Baselining
</TABLE>

BACKGROUND

Mr. McCall has over seven years of experience with SAIC involving such work as:
E-business development, contract review, E-procurement, program management,
business development, cost and schedule risk assessments, financial reporting,
budget analysis, financial forecasting, proposal preparation, and resource
planning. Mr. McCall has been the program manager and primary government client
interface for over $677M in electricity and natural gas supply contract awards
made by government agencies through a competitive bidding process facilitated by
SAIC. Mr. McCall has worked extensively with the General Services
Administration, Maryland Department of General Services, and District of
Columbia Office of Contracting and Procurement. For each of these clients, he
has assessed existing practices for buying energy commodity and assisted each
agency in implementing more effective processes through the use of technology
and market expertise. For each of these agencies, these services have resulted
in increased: client agency participation, supplier participation, estimated
cost avoidance savings, and number of resulting supply contract awards.

SELECTED EXPERIENCE

PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) -
COMPETITIVE ENERGY PROCUREMENT

-    Directly managed over $677M in performance-based, competitive electricity
     and natural gas contract awards for various federal, state, and local
     government clients through a reverse auction process. Supply contracts
     awarded as a result of these procurements serve over 3,000 accounts in 27
     states. Mr. McCall is the program manager for the MA Operational Services
     Division procurement.

-    Responsible for assisting clients in developing performance schedules and
     deliverables for no-upfront cost contracts, program management, customer
     meetings, management of SAIC's subcontractor World Energy, Inc., price
     benchmarking, and energy sourcing.

TECHNICAL LEAD, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - NATURAL
GAS ACQUISITION PROGRAM SUPPORT

-    Provided oversight and technical expertise including: recommending changes
     to contracting vehicles; terminology, processes, and reporting procedures;
     assisting with the implementation of solutions; assessing operations and
     processes; and providing recommendations regarding on-line integrated bill
     analysis and customer/supplier information system(s).

-    Served as day-to-day task manager and primary interface between GSA's
     District of Columbia office, GSA's Vancouver, WA office, and two
     subcontractors involved in this project.

RISK ANALYST, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - ARMY
CHEMICAL STOCKPILE DISPOSAL PROJECT

-    Responsible for: facilitating interviews, documenting and compiling data,
     assessing overall risk to the program from a schedule and cost standpoint,
     comparing differences in methodology and results, and reporting directly to
     SAIC and Army program managers.

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-3

<PAGE>

                             WORLD ENERGY SOLUTIONS

EDUCATION

<TABLE>
<S>    <C>                          <C>
1997   University of West Florida   B.S.B.A. Financial Services Specialization
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-4

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                  MINELLA GJOKA

Title: Market Director                  Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION             UNIQUE SKILL SETS
-------------------             -----------------
<S>                             <C>
446 Main Street                 - Electricity & Nat. Gas Procurement Expertise
Worcester, MA 01608             - Government Procure Procurement Management
Phone: 508-459-8140             - Program Management
Fax: 508-459-8100               - Market Analysis and Research
Mobile: 617-240-6230            - Procurement Products Developments
Email: mgjoka@worldenergy.com   - Solicitation & Contracting expertise.
</TABLE>

BACKGROUND

Mr. Minella Gjoka is Market Director and government procurement manager with
World Energy Solutions, and is based in Worcester, Massachusetts. Mr. Gjoka has
managed several government procurements, and has deep expertise in writing
solicitations, marketing aggregations to ensure greater participation and
managing the entire auction process. Managing the GSA National Natural Gas
Procurement, he helped extend the program to 27 states and more than 60
utilities nationwide with over 30 suppliers bidding actively. Also in the last
year acting as a lead director on the State of Maryland (MDGS) and District of
Columbia electric procurement, he helped to develop new pricing products, manage
customer expectations resulting in close to $20M in cost avoidance savings for
3100 accounts. By combining his knowledge of the deregulated utility business
with his experience working with emerging business models, Mr. Gjoka is able to
bring the most efficient energy solutions to our customer partners. Also his
work includes, managing WE's proprietary platform, develop pricing & energy
procurement products, and creating management strategies for large procurements.

SELECTED EXPERIENCE

GOVERNMENT PROCUREMENT MANAGER, WORLD ENERGY SOLUTIONS - COMPETITIVE ENERGY
PROCUREMENTS

-    Directly managed strategic planning and development of competitive
     electricity and natural gas procurements for government clients that have
     resulted in over $667M in contract awards to date

-    Responsible for managing customer agency requests, supplier correspondence,
     and special pricing products requests

MARKET DIRECTOR - NATURAL GAS, WORLD ENERGY SOLUTIONS - NATURAL GAS ACQUISITION
PROGRAM

-    Provided process and automation support services to the Natural Gas
     Acquisition Program (NGAP) organization within the General Services
     Administration (GSA)

-    Implemented significant improvements in NGAP's procurement services and
     natural gas contracts

-    Positioned NGAP to serve a greater number of natural gas clients

-    Created entire process to manage suppliers, provide market analysis and
     research, and create RFPs

INFRASTRUCTURE TECHNOLOGY (IT) MANAGER

-    Acquired procurement and other IT platforms, maintained IT systems, managed
     development teams

-    Reviewed industry best practices and other literature to develop best
     energy procurement strategies

-    Developed templates to assist the collection of data

-    Performed cost benefit analysis

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>    <C>                  <C>
1995   Elbasan University   Bachelor of Linguistics and Literature
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-5

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                 JONATHAN HARVEY

Title: Senior Economist                 Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION        UNIQUE SKILL SETS
-------------------        -----------------
<S>                        <C>
1710 SAIC Drive            - Financial and Business Case Analysis
MS 3-7-2                   - Acquisition Assessment and Strategy
McLean, VA 22102           - Program Management
Phone: 703-676-4627        - Cost - Benefit Analysis
Fax: 703-821-7938          - Baselining
Mobile: 703-795-8927       - Energy Sourcing
Email: harveyjo@saic.com
</TABLE>

BACKGROUND

Mr. Jonathan Harvey is Director and Senior Economist for the Center for Economic
and Financial Analysis (CEFA) in Science Applications International Corporation
(SAIC), and is based in McLean, Virginia. He has over 14 years of experience as
an economist and financial analyst in the public and private sectors. He brings
over 6 years of directly relevant experience in the energy sector managing
electricity and natural gas procurements for Government clients, performing
financial and cash flow analysis for the National Gas Acquisition Program to
develop pricing strategies, targeting marketing opportunities and managing
operating expenses and has conducted utility privatization studies on behalf of
the Federal Government. His broad baselining and energy sourcing experience will
provide the State with the required expertise to successfully prove current
status and measure improvements.

SELECTED EXPERIENCE

CO-PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) -
COMPETITIVE ENERGY PROCUREMENTS

-    Directly managing strategic planning and development of competitive
     electricity and natural gas procurements for government clients that have
     resulted in over $660M in contract awards to date

-    Responsible for financial analysis, database development of utility usage,
     and client assessments post-procurement

-    Member of the Energy Team supporting the Massachusetts Operational Services
     Division. Responsible for marketing the aggregation to non-executive
     agencies, colleges, and non-profits. Have conducted dozens of meeting with
     eligible participants and collected their requirements.

PROJECT MANAGER, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) - NATURAL
GAS ACQUISITION PROGRAM SUPPORT

-    Provided process and automation support services to the Natural Gas
     Acquisition Program (NGAP) organization within the General Services
     Administration (GSA)

-    Implemented significant improvements in NGAP's procurement services and
     natural gas contracts and to position NGAP to serve a greater number of
     natural gas clients

-    Provided both cash flow and financial analysis to support decision making
     at NGAP

SENIOR ECONOMIST, ENTERPRISE IT PROCESS DEVELOPMENT SUPPORT CONTRACT

-    Led the development of a business case analysis (BCA) guidebook and
     templates to evaluate enterprise application investments

-    Reviewed industry best practices and other literature to develop a fresh
     approach to BCA

-    Developed templates to assist the collection of data and cost benefit
     analysis

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>    <C>                   <C>
1988   Lehigh University     Bachelor of Arts in International Relations
1993   American University   Master of Arts in Economics
</TABLE>

AFFLIATIONS

American Economic Association

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-6

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                  ANDREW THOMAS

Title: Director of Market Development   Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION              UNIQUE SKILL SETS
-------------------              -----------------
<S>                              <C>
446 Main Street                  - Energy procurement expert
Worcester, MA 01608              - Program Management
Phone: 508-459-8111              - Baselining
Fax: 508-459-8101                - Energy Sourcing
Mobile: 617-308-7496
Email: athomas@worldenergy.com
</TABLE>

BACKGROUND

Mr. Thomas has been the Director of Market Development with World Energy
Solutions, Inc. (WE) since 2002. Mr. Thomas has over nine years of experience in
the energy industry, on both demand-side and supply-side projects. He has
extensive experience analyzing customer data, evaluating competitive trends and
technical developments in the electricity and gas industries, assessing market
positions and business development strategies of energy retailers, and
evaluating energy service options for a broad range of organizations. Mr. Thomas
has worked at the forefront of the industry's transition from a regulated
environment and has facilitated business process development for utilities and
suppliers in the province of Alberta, Canada.

SELECTED EXPERIENCE

DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - COMPETITIVE ENERGY
PROCUREMENTS

-    Directly managed electricity procurements in TX, MA, NY, NJ, IL, MI, TX, CA
     and Ontario

-    Responsible for providing a full range of market analysis and procurement
     services to both commercial and government clients including: market
     analysis, solicitation development, benchmark developments, hosting
     bidder's conferences, and energy services provider due diligence analysis.

-    Provided subject matter expertise on $370M in energy supply contract awards
     by GSA

DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - ENERGY AGGREGATION
EXPERT FOR THE MASSACHUSETTS HIGH TECHNOLOGY COUNCIL AND RETAIL ENERGY PROVIDER
PROJECTS IN NEW HAMPSHIRE

-    Designed and launched a customer relationship management system and
     stratified and modeled customer prospects for New Hampshire's first
     statewide program for retail electricity competition

-    Served as a key team member in developing and managing the first successful
     large-scale commercial aggregation in Massachusetts which served over 200
     large commercial and industrial customers and resulted in over $20M in cost
     avoidance savings.

DIRECTOR OF MARKET DEVELOPMENT, WORLD ENERGY, INC. (WE) - PROCUREMENT MANAGER
FOR FORD MOTOR COMPANY'S SUPPLIER PARK IN CHICAGO, IL

-    Directly managed project throughout its life cycle, from conceptualization
     for facilities not yet built through contract execution covering the entire
     park.

-    Responsible for determining load estimates for each facility and the
     aggregate level, evaluating proposals, and "post-sales" to the tenant
     community and their consultants. Work resulted in contracts covering over
     85% of the parks' load requirements and estimated cost avoidance savings of
     $2M.

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>    <C>                  <C>
1993   Union College        Bachelor of Science in Mechanical Engineering
2001   Cornell University   Master of Business Administration, Concentration in eBusiness
</TABLE>

AFFLIATIONS

Consultant for PricewaterhouseCoopers Consulting
Equity Research Associate for John Hancock Funds
Production Manager and Senior Consultant for Xenergy Inc. (now KEMA)

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-7

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                   JANET LOOP

Title: Market Director                  Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION            UNIQUE SKILL SETS
-------------------            -----------------
<S>                            <C>
446 Main Street                - Energy Procurement
Worcester, MA 01608            - Energy Hedging & Derivatives
Phone: 508-459-8149            - Tariff Design & Analysis
Fax: 508-459-8101              - Energy Efficiency Program Design
Email: jloop@worldenergy.com   - Project Management
                               - Contract Management
</TABLE>

BACKGROUND

Ms. Janet Loop has over twenty years of energy industry experience in both the
regulated and deregulated markets. Ms. Loop has extensive expertise in analyzing
customer data; evaluating competitive trends and technical and financial
developments in the electricity and natural gas industries; Ms. Loop has
conducted procurements in MA, NY, NJ, PA, and Maine.

SELECTED EXPERIENCE

MARKET DIRECTOR, WORLD ENERGY SOLUTIONS, INC. - ELECTRICITY PROCUREMENTS

-    Directly manages strategic planning and development of competitive
     electricity and natural gas procurements for commercial and industrial
     customers in New England and New York.

-    Technical lead for MA Operational Services Division electricity
     procurement.

-    Responsible for analyzing data; evaluating competitive trends and technical
     and financial developments; assessing market positions and business
     development strategies of energy retailers; and evaluating post procurement
     contracting

FINANCE MANAGER, SMARTENERGY, INC.

-    Performed all tracking activities of hedges and derivatives used to manage
     the financial risks associate with supply costs.

-    Analyzed financial and business requirements of new target markets.

-    Developed retail pricing plans and marketing strategies in the NY, NJ and
     PA markets

-    Negotiated physical and financial contracts for energy supply.

-    Implemented processes and procedures associated with procurement of energy.

BUSINESS MANAGER, NSTAR (BOSTON EDISON COMPANY)

-    Implemented a performance management process to track, monitor and
     communicate the success of Customer Care operations.

-    Worked on special opportunities such as transformation of the electric
     delivery business, mergers and acquisitions and the creation of unregulated
     subsidiaries (i.e. Backcomb and Energy Vision)

PRINCIPAL RESEARCH ANALYST, STAR (BOSTON EDISON COMPANY)

-    Developed rate tariffs for commercial and industrial customers.

-    Developed, implemented, monitored and evaluated energy efficiency programs.

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>    <C>              <C>
1983   Boston College   BS, Finance
1992   Babson College   MBA, Management Information Systems
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-8

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                VITANA MELESIUTE

Title: Market Director                  Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION                 UNIQUE SKILL SETS
-------------------                 -----------------
<S>                                 <C>
World Energy Solutions              - Electric and gas procurement management
446 Main Street,14th Floor          - New market assessment
Worcester, MA 01608                 - Price to Compare Analysis
Phone: 508-752-2925                 - Energy forward-curve estimation
Fax: 508-459-8101                   - Project Management
Mobile: 508-615-8560
Email: vmelesiute@worldenergy.com
</TABLE>

BACKGROUND

Ms. Melesiute has been with World Energy Solutions, Inc. since 1999, and is the
Director of Electricity Markets for PJM. She has extensive expertise analyzing
customer data; evaluating competitive trends; estimating forward-curves, and
assessing market positions. Ms. Melesiute has been involved with several
government procurements, and has strong energy consumption analysis skills

SELECTED EXPERIENCE

MARKET DIRECTOR, WORLD ENERGY SOLUTIONS

-    Responsible for customer accounts within the PJM Hub

-    Manage procurement project timelines

-    Manage electric and gas procurement from data aggregation to cost avoidance
     savings analysis, to contracting

-    Schedule and run auctions

-    Calculate the cost avoidance savings customers can expect to achieve at
     auction

-    Coordinate contracting between winning supplier and customer

-    Establish, maintain and enhance relationships with suppliers

-    Support sales and marketing in development of marketing strategies and
     operational procedures

-    Create new market assessments

-    Research and build forward-curve pricing algorithms

-    Developing wholesale/retail index for use in customer pricing expectations

-    Develop new pricing products

SUPPLY DESK ANALYST, WORLD ENERGY SOLUTIONS

-    Collected and analyzed energy consumption data in order to establish a
     price to compare

-    Determined customer specific cost avoidance savings in various markets

-    Created tariff models for use in price to compare analyses

-    Conducted research on deregulated markets to determine the competitive
     landscape in each market

-    Created and implemented the forward looking market price tool used for
     projecting auction results

DATA ANALYST, VZ TRADING COMPANY, LITHUANIA

-    Maintained filing system and data entry

-    Maintained accounting spreadsheets

-    Prepared invoices for supplier

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>           <C>                                          <C>
1994 - 1998   Faunas University of Technology, Lithuania   Bachelor of Business Administration
1992 - 1994   Faunas Polytechnic Institute, Lithuania      Chemical Technology
</TABLE>

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                       A-9

<PAGE>

                             WORLD ENERGY SOLUTIONS

                                   TERESA BRAY

Title: Financial Analyst                Role: Member of the Energy Team

<TABLE>
<CAPTION>
CONTACT INFORMATION             UNIQUE SKILL SETS
-------------------             -----------------
<S>                             <C>
1710 SAIC Drive                 -    Financial and Business Case Analysis
MS 3-7-2                        -    Cost - Benefit Analysis
McLean, VA 22102                -    Resource Allocation
Phone: 540-349-0121             -    Knowledge Management
Fax: 703-821-7938
Mobile: 703-928-9900
Email: sandra.t.bray@saic.com
</TABLE>

BACKGROUND

Mrs. Bray is a Financial Analyst in the Strategies Business Unit for Science
Applications International Corporation (SAIC). Ms. Bray has over 7 years of
financial analysis/project control experience. She was Summa Cum Laude with a
BBA and a double major in Business Administration and Marketing. She has worked
on numerous projects in both the financial and project control arena in the
public sector. In both she reconciled numerous years of outstanding items saving
SAIC thousands of dollars. She has worked on such contracts as the HESS Y2K,
NIMA, and several different energy auctions. She brings over 2 years of directly
relevant experience in the energy sector providing a wide variety of support at
multiple levels. She has managed data reconciliation, analysis, and quality
assurance. Her wide knowledge base will help ensure all data used is accurate
and her expertise will lend itself to a successful procurement.

SELECTED EXPERIENCE

PROGRAM SUPPORT, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) -
COMPETITIVE ENERGY PROCUREMENT

-    Provided various levels of support on numerous federal, state, and
     government agencies' energy auctions throughout the year. This is inclusive
     of the Natural Gas Acquisition Program (NGAP), Maryland Department of
     General Services (MDGS), and General Services Administration (GSA)

-    Responsible for data reconciliation, research, business development, and
     quality assurance

PROJECT SUPPORT, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) -
DISTRIBUTED LEARNING PROGRAM

-    Provided business case analysis support

-    Responsible for research into various mediums of distributed learning

FINANCIAL ANALYST, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) -
NATIONAL IMAGERY MAPPING ASSOCIATION (NIMA)

-    Provided financial support to aid in cost analysis and forecasting

-    Responsible for auditing, reconciliation, and reviewing numerous accounts,
     prepared year -to-date estimates, and was involved in forecasting

EDUCATION, CERTIFICATIONS AND AFFILIATIONS

EDUCATION

<TABLE>
<S>    <C>                  <C>
1995   Radford University   Bachelor of Business Administration
</TABLE>

AFFLIATIONS

American Management Association

                 WORLD ENERGY SOLUTIONS PROPRIETARY INFORMATION


                                      A-10

<PAGE>

                               (WORLD ENERGY LOGO)

September 7, 2005

General Services Administration
Energy Center of Expertise (WPE)
301 7th Street, SW
Room 4004
Washington, DC 20407

Attention: Linda Collins, Contracting Officer

Subject: World Energy Solutions Price Proposal

Reference: Solicitation No. GS-00P-05-BSC-0364 "Energy Supply Acquisition
           Management Services"

Dear Ms. Collins:

World Energy Solutions (WE) is pleased to submit the price proposal in response
to the reference request. In accordance with the RFP Instructions, a single
indicative fee for both the gas and electric procurement scenarios included in
the RFP is provided here. The indicative fees encompass all of WE's cost to
provide the services described in Section A of the RFP including but not limited
to: tariff and rate analysis at the account level, price to beat analysis at the
RFP level and pulling utility quality data directly from utilities for all
accounts included.

<TABLE>
<S>           <C>
    GAS       $[**] per dth
ELECTRICITY   $[**] per kWh
</TABLE>

The indicative fees presented here are very competitive and based on two key
assumptions. First, they reflect the scenarios included in the RFP. Different
auction scenarios (e.g., number of accounts, load, etc.) could result in
different fees. Secondly, the indicative fees are based on increasing the volume
of business between WE and the Energy Center of Expertise (ECOE). This contract
will create a long term partnership between WE and the ECOE enabling us to
actively market the program, which will naturally increase the volume of
business.

As described in the Evidence of Technical Qualifications volume, the WE Team
includes the right mix of expertise, process, and technology to provide the
General Services Administration's Energy Center of Expertise with a
comprehensive energy procurement and contract management solution. The approach
set forth is based on the lessons learned of procuring over $1 billion in energy
commodity for various Fortune 500(TM) and government clients. The proposed team
has more than four years of experience working together providing government
agencies with a transparent and auditable process to procure energy. The Team
has an unequaled record of results for our customers in terms of achieving
budget certainty, risk mitigation, cost savings, and awards.

<PAGE>

                               (WORLD ENERGY LOGO)

Over the course of thousands of auction events, the Team has found time and time
again that the reverse auction squeezes more savings out of the process than
other procurement methods. Even with the fee embedded in the price, customers
typically save more with the auction than they would if they went with another
procurement solution. Customers report savings in the 5-30% range using the
Team's comprehensive procurement process. We look forward to working with the
Energy Center of Expertise to achieve its energy objectives.

Should you have any questions or require additional information, please contact
Phil Adams at (508) 459-8100, by fax at (508) 459-8101 or by email at
padams@worldenergy.com.

Sincerely,


/s/ Phil Adams
-------------------------------------
Phil Adams
Chief Operation Officer
WORLD ENERGY SOLUTIONS

<PAGE>

SECTION B: FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES

B.1  CLAUSES INCORPORATED BY REFERENCE

     The FAR Can Be Accessed at the Following Internet Address:
     HTTP://WWW.ARNET.GOV/FAR/

     (a)  FAR 52.212-1   INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (JAN 2005)
                         [Reference FAR 12.301(b)(1)]

     (b)  FAR 52.212-4   CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT
                         2003) [Reference FAR 12.301(b)(3)]

B.2  CLAUSES IN FULL TEXT

FAR 52.204-6   DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (OCT 2003)
               [Reference FAR 4.603(a)]

     (a)  The offeror shall enter, in the block with its name and address on the
          cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by
          the DUNS number or "DUNS+4" that identifies the offeror's name and
          address exactly as stated in the offer. The DUNS number is a
          nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is
          the DUNS number plus a 4-character suffix that may be assigned at the
          discretion of the offeror to establish additional CCR records for
          identifying alternative Electronic Funds Transfer (EFT) accounts (see
          Subpart 32.11) for the same parent concern.

     (b)  If the offeror does not have a DUNS number, it should contact Dun and
          Bradstreet directly to obtain one.

          (1)  An offeror may obtain a DUNS number-

               (i)  If located within the United States, by calling Dun and
                    Bradstreet at 1-866-705-5711 or via the Internet at
                    http://www.dnb.com; or

               (ii) If located outside the United States, by contacting the
                    local Dun and Bradstreet office.

          (2)  The offeror should be prepared to provide the following
               information:

               (i)  Company legal business name.

               (ii) Tradestyle, doing business, or other name by which your
                    entity is commonly recognized.

               (iii) Company physical street address, city, state and Zip Code.

               (iv) Company mailing address, city, state and Zip Code (if
                    separate from physical).

<PAGE>

               (v)  Company telephone number.

               (vi) Date the company was started.

               (vii) Number of employees at your location.

               (viii) Chief executive officer/key manager.

               (ix) Line of business (industry).

               (x)  Company Headquarters name and address (reporting
                    relationship within your entity).

                               (End of provision)

FAR 52.204-7   CENTRAL CONTRACTOR REGISTRATION (OCT 2003)
               [Reference FAR 4.1104]

     (a)  Definitions. As used in this clause:

     "Central Contractor Registration (CCR) database" means the primary
     Government repository for Contractor information required for the conduct
     of business with the Government.

     "Data Universal Numbering System (DUNS) number" means the 9-digit number
     assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business
     entities.

     "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number
     assigned by D&B plus a 4-character suffix that may be assigned by a
     business concern. (D&B has no affiliation with this 4-character suffix.)
     This 4-character suffix may be assigned at the discretion of the business
     concern to establish additional CCR records for identifying alternative
     Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for
     the same parent concern.

     "Registered in the CCR database" means that:

          (1)  The Contractor has entered all mandatory information, including
               the DUNS number or the DUNS+4 number, into the CCR database; and

          (2)  The Government has validated all mandatory data fields and has
               marked the record "Active".

     (b)  (1)  The Contractor shall be registered in the CCR database by April
               1, 2005. The Contractor shall maintain registration during
               performance and through final payment of this contract.

          (2)  The Contractor shall enter, in the block with its name and
               address on the cover page of the SF 30, Amendment of
               solicitation/Modification of Contract, the annotation "DUNS" or
               "DUNS +4" followed by the DUNS

<PAGE>

               or DUNS +4 number that identifies the Contractor's name and
               address exactly as stated in this contract. The DUNS number will
               be used by the Contracting Officer to verify that the Contractor
               is registered in the CCR database.

          (3)  The offeror shall enter, in the block with its name and address
               on the cover page of its offer, the annotation "DUNS" or "DUNS
               +4" followed by the DUNS or DUNS +4 number that identifies the
               offeror's name and address exactly as stated in the offer. The
               DUNS number will be used by the Contracting Officer to verify
               that the offeror is registered in the CCR database.

     (c)  If the offeror does not have a DUNS number, it should contact Dun and
          Bradstreet directly to obtain one.

          (1)  An offeror may obtain a DUNS number-

               (i)  If located within the United States, by calling Dun and
                    Bradstreet at 1-866-705-5711 or via the Internet at
                    http://www.dnb.com; or

               (ii) If located outside the United States, by contacting the
                    local Dun and Bradstreet office.

          (2)  The offeror should be prepared to provide the following
               information:

               (i)  Company legal business.

               (ii) Tradestyle, doing business, or other name by which your
                    entity is commonly recognized.

               (iii) Company Physical Street Address, City, State, and Zip Code.

               (iv) Company Mailing Address, City, State and Zip Code (if
                    separate from physical).

               (v)  Company Telephone Number.

               (vi) Date the company was started.

               (vii) Number of employees at your location.

               (viii) Chief executive officer/key manager.

               (ix) Line of business (industry).

               (x)  Company Headquarters name and address (reporting
                    relationship within your entity).

<PAGE>

     (d)  If the Offeror does not become registered in the CCR database in the
          time prescribed by the Contracting Officer, the Contracting Officer
          will proceed to award to the next otherwise successful registered
          Offeror.

     (e)  Processing time, which normally takes 48 hours, should be taken into
          consideration when registering. Offerors who are not registered should
          consider applying for registration immediately upon receipt of this
          solicitation.

     (f)  The Contractor is responsible for the accuracy and completeness of the
          data within the CCR database, and for any liability resulting from the
          Government's reliance on inaccurate or incomplete data. To remain
          registered in the CCR database after the initial registration, the
          Contractor is required to review and update on an annual basis from
          the date of initial registration or subsequent updates its information
          in the CCR database to ensure it is current, accurate and complete.
          Updating information in the CCR does not alter the terms and
          conditions of this contract and is not a substitute for a properly
          executed contractual document.

     (g)  (1) (i) If a Contractor has legally changed its business name, "doing
          business as" name, or division name (whichever is shown on the
          contract), or has transferred the assets used in performing the
          contract, but has not completed the necessary requirements regarding
          novation and change-of-name agreements in Subpart 42.12, the
          Contractor shall provide the responsible Contracting Officer a minimum
          of one business day's written notification of its intention to (A)
          change the name in the CCR database; (B) comply with the requirements
          of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline
          and procedures specified by the responsible Contracting Officer. The
          Contractor must provide with the notification sufficient documentation
          to support the legally changed name. (ii) If the Contractor fails to
          comply with the requirements of paragraph (g)(1)(i) of this clause, or
          fails to perform the agreement at paragraph (g)(1)(i)(C) of this
          clause, and, in the absence of a properly executed novation or
          change-of-name agreement, the CCR information that shows the
          Contractor to be other than the Contractor indicated in the contract
          will be considered to be incorrect information within the meaning of
          the "Suspension of Payment" paragraph of the electronic funds transfer
          (EFT) clause of this contract.

          (2)  The Contractor shall not change the name or address for EFT
               payments or manual payments, as appropriate, in the CCR record to
               reflect an assignee for the purpose of assignment of claims (see
               FAR Subpart 32.8, Assignment of Claims). Assignees shall be
               separately registered in the CCR database. Information provided
               to the Contractor's CCR record that indicates payments, including
               those made by EFT, to an ultimate recipient other than that
               Contractor will be considered to be incorrect information within
               the meaning of the "Suspension of payment" paragraph of the EFT
               clause of this contract.

<PAGE>

     (h)  Offerors and Contractors may obtain information on registration and
          annual confirmation requirements via the internet at
          http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

                                 (End of clause)

FAR 52.212-2   EVALUATION-COMMERCIAL ITEMS (JAN 1999)
               [Reference FAR 12.301(c)]

     (a)  The Government will award a contract(s) resulting from this
          solicitation to the responsible Offeror(s) whose offer(s) conforming
          to the solicitation will be most advantageous to the Government, price
          and other factors considered. The Government will evaluate PRICE and
          TECHNICAL FACTORS:

     (b)  A written notice of award or acceptance of an offer, mailed or
          otherwise furnished to the successful Offeror within the time for
          acceptance specified in the offer, shall result in a binding contract
          without further action by either party. Before the offer's specified
          expiration time, the Government may accept an offer (or part of an
          offer), whether or not there are negotiations after its receipt,
          unless a written notice of withdrawal is received before award.

                               (End of provision)

FAR 52.212-5   CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR
               EXECUTIVE ORDERS - COMMERCIAL ITEMS (JAN 2005)
               [Reference FAR 12.301(b)(4)]

     (a)  The Contractor shall comply with the following Federal Acquisition
          Regulation (FAR) clause, which is incorporated in this contract by
          reference, to implement provisions of law or Executive orders
          applicable to acquisitions of commercial items:

          (1)  52.233-3, Protest after Award (Aug 1996) (31 U.S.C. 3553).

          (2)  52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)
               (Pub.L. 108-77, 108-78)

     (b)  The Contractor shall comply with the FAR clauses in this paragraph (b)
          that the Contracting Officer has indicated as being incorporated in
          this contract by reference to implement provisions of law or Executive
          orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

[X]  (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jul
     1995), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

<PAGE>

[ ]  (2) 52.219-3, Notice of Total HUBZone Set-Aside (Jan 1999) (15 U.S.C.
     657a).

[X]  (3) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small
     Business Concerns (Jan 1999) (if the offeror elects to waive the
     preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ]  (4) (i) 52.219-5, Very Small Business Set-Aside (June 2003) (Pub. L.
     103-403, section 304, Small Business Reauthorization and Amendments Act of
     1994).

[ ]  (ii) Alternate I (Mar 1999) of 52.219-5.

[ ]  (iii) Alternate II (June 2003) of 52.219-5.

[ ]  (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15
     U.S.C. 644).

[ ]  (ii) Alternate I (Oct 1995) of 52.219-6.

[ ]  (iii) Alternate II (Mar 2004) of 52.219-6.

[ ]  (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15
     U.S.C. 644).

[ ]  (ii) Alternate I (Oct 1995) of 52.219-7.

[ ]  (iii) Alternate II (Mar 2004) of 52.219-7.

[X]  (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C.
     637(d)(2) and (3)).

[X]  (8)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2002) (15 U.S.C.
     637(d)(4).

[ ]  (ii) Alternate I (Oct 2001) of 52.219-9.

[ ]  (iii) Alternate II (Oct 2001) of 52.219-9.

[ ]  (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C.
     637(a)(14)).

[ ]  (10)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small
     Disadvantaged Business Concerns (June 2003) (Pub. L. 103-355, section 7102,
     and 10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it
     shall so indicate in its offer).

[ ]  (ii) Alternate I (June 2003) of 52.219-23.

[ ]  (11) 52.219-25, Small Disadvantaged Business Participation
     Program-Disadvantaged Status and Reporting (Oct 1999) (Pub. L. 103-355,
     section 7102, and 10 U.S.C. 2323).

[ ]  (12) 52.219-26, Small Disadvantaged Business Participation
     Program-Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102,
     and 10 U.S.C. 2323).

[ ]  (13) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small
     Business Set-

<PAGE>

     Aside (May 2004).

[X]  (14) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X]  (15) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (June
     2004) (E.O. 13126).

[X]  (16) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X]  (17) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).

[X]  (18) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans
     of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C.
     4212).

[X]  (19) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998)
     (29 U.S.C. 793).

[X]  (20) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans
     of the Vietnam Era, and Other Eligible Veterans (Dec 2001) (38 U.S.C.
     4212).

[X]  (21) 52.222-39, Notification of Employee Rights Concerning Payment of Union
     Dues or Fees (DEC 2004) (E.O. 13201)

[ ]  (22)(i) 52.223-9, Estimate of Percentage of Recovered Material Content. for
     EPA-Designated Products (Aug 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).

[ ]  (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

[ ]  (23) 52.225-1, Buy American Act-Supplies (June 2003) (41 U.S.C. 10a-10d).

[ ]  (24)(i) 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act
     (Jan 2005) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note,
     Pub. L. 108-77, 108-78).

[ ]  (ii) Alternate I (Jan 2004) of 52.225-3.

[ ]  (iii)    Alternate II (Jan 2004) of 52.225-3.

[X]  (25) 52.225-5, Trade Agreements (JAN 2005) (19 U.S.C. 2501, et seq., 19
     U.S.C. 3301 note).

[X]  (26) 52.225-13, Restrictions on Certain Foreign Purchases (Dec 2003)
     (E.o.s, proclamations, and statutes administered by the Office of Foreign
     Assets Control of the Department of the Treasury).

[ ]  (27) 52.225-15, Sanctioned European Union Country End Products (Feb 2000)
     M.O. 12849).

[ ]  (28) 52.225-16, Sanctioned European Union Country Services (Feb 2000) (E.O.
     12849).

[ ]  (29) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb
     2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

<PAGE>

[ ]  (30) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41
     U.S.C. 255(f), 10 U.S.C. 2307(f)).

[ ]  (31) 52.232-33, Payment by Electronic Funds Transfer-Central Contractor
     Registration (Oct 2003) (31 U.S.C. 3332).

[ ]  (32) 52.232-34, Payment by Electronic Funds Transfer-Other than Central
     Contractor Registration (May 1999) (31 U.S.C. 3332).

[X]  (33) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

[ ]  (34) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

[ ]  (35)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
     Vessels (Apr 2003) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631).

[ ]  (ii) Alternate I (Apr 2003) of 52.247-64.

     (c)  The Contractor shall comply with the FAR clauses in this paragraph
          (c), applicable to commercial services, that the Contracting Officer
          has indicated as being incorporated in this contract by reference to
          implement provisions of law or Executive orders applicable to
          acquisitions of commercial items:

[Contracting Officer check as appropriate.]

[ ]  (1) 52.222-41, Service Contract Act of 1965, as Amended (May 1989) (41
     U.S.C. 351, et seq.).

[ ]  (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989)
     (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[ ]  (3) 52.222-43, Fair Labor Standards Act and Service Contract Act-Price
     Adjustment (Multiple Year and Option Contracts) (May 1989) (29 U.S.C. 206
     and 41 U.S.C. 351, et seq.).

[ ]  (4) 52.222-44, Fair Labor Standards Act and Service Contract Act-Price
     Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[ ]  (5) 52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to
     Successor Contract Pursuant to Predecessor Contractor Collective Bargaining
     Agreements (CBA) (May 1989) (41 U.S.C. 351, et seq.).

     (d)  Comptroller General Examination of Record. The Contractor shall comply
          with the provisions of this paragraph (d) if this contract was awarded
          using other than sealed bid, is in excess of the simplified
          acquisition threshold, and does not contain the clause at 52.215-2,
          Audit and Records-Negotiation.
<PAGE>

          (1)  The Comptroller General of the United States, or an authorized
               representative of the Comptroller General, shall have access to
               and right to examine any of the Contractor's directly pertinent
               records involving transactions related to this contract.

          (2)  The Contractor shall make available at its offices at all
               reasonable times the records, materials, and other evidence for
               examination, audit, or reproduction, until 3 years after final
               payment under this contract or for any shorter period specified
               in FAR Subpart 4.7, Contractor Records Retention, of the other
               clauses of this contract. If this contract is completely or
               partially terminated, the records relating to the work terminated
               shall be made available for 3 years after any resulting final
               termination settlement. Records relating to appeals under the
               disputes clause or to litigation or the settlement of claims
               arising under or relating to this contract shall be made
               available until such appeals, litigation, or claims are finally
               resolved.

          (3)  As used in this clause, records include books, documents,
               accounting procedures and practices, and other data, regardless
               of type and regardless of form. This does not require the
               Contractor to create or maintain any record that the Contractor
               does not maintain in the ordinary course of business or pursuant
               to a provision of law.

     (e)  (1) Notwithstanding the requirements of the clauses in paragraphs (a),
          (b), (c), and (d) of this clause, the Contractor is not required to
          flow down any FAR clause, other than those in paragraphs (i) through
          (vii) of this paragraph in a subcontract for commercial items. Unless
          otherwise indicated below, the extent of the flow down shall be as
          required by the clause-

               (i)  52.219-8, Utilization of Small Business Concerns (May 2004)
                    (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that
                    offer further subcontracting opportunities. If the
                    subcontract (except subcontracts to small business concerns)
                    exceeds $500,000 ($1,000,000 for construction of any public
                    facility), the subcontractor must include 52.219-8 in lower
                    tier subcontracts that offer subcontracting opportunities.

               (ii) 52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).

               (iii) 52.222-35, Equal Opportunity for Special Disabled Veterans,
                    Veterans of the Vietnam Era, and Other Eligible Veterans
                    (Dec 2001) (38 U.S.C. 4212).

               (iv) 52.222-36, Affirmative Action for Workers with Disabilities
                    (June 1998) (29 U.S.C. 793).

               (v)  52.222-39, Notification of Employee Rights Concerning
                    Payment of Union Dues or Fees (DEC 2004) (E.O. 13201)

<PAGE>

               (vi) 52.222-41, Service Contract Act of 1965, as Amended (May
                    1989), flow down required for all subcontracts subject to
                    the Service Contract Act of 1965 (41 U.S.C. 351, et seq.).

               (vii) 52.247-64, Preference for Privately Owned U.S.-Flag
                    Commercial Vessels (Apr 2003) (46 U.S.C. Appx 1241 and 10
                    U.S.C. 2631). Flow down required in accordance with
                    paragraph (d) of FAR clause 52.247-64.

          (2)  While not required, the contractor may include in its
               subcontracts for commercial items a minimal number of additional
               clauses necessary to satisfy its contractual obligations.

                                 (End of clause)

Alternate I (Feb 2000). As prescribed in 12.301(b)(4), delete paragraph (d) from
the basic clause, redesignate paragraph (e) as paragraph (d), and revise the
reference to "paragraphs (a), (b), (c), or (d) of this clause" in the
redesignated paragraph (d) to read "paragraphs (a), (b), and (c) of this
clause".

FAR 52.233-2 SERVICE OF PROTEST (8-96)
             [Reference FAR 33.106]

     (a)  Protests as defined in Section 33.101 of the Federal Acquisition
          Regulation, that are filed directly with an agency, and copies of any
          protests that are filed with the General Accounting Office (GAO) shall
          be served on the Contracting Officer (addressed as follows) by
          obtaining written and dated acknowledgment of receipt from:

               Linda L. Collins
               Contracting Officer
               GSA
               Energy Center of Expertise (WPE)
               301 7th Street, SW, Room 4004
               Washington, DC 20407

     (b)  The copy of any protest shall be received in the office designated
          above within one day of filing a protest with the GAO.

                                 (End of Clause)

<PAGE>

     52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATION -- COMMERCIAL ITEMS

              As prescribed in FAR 12.301(b)(2)

OFFEROR REPRESENTATIONS AND CERTIFICATION - COMMERCIAL ITEMS (JAN 2005)

An offeror shall complete only paragraph (j) of this provision if the offeror
has completed the annual representations and certifications electronically at
http://orca.bpn.gov. If an offeror has not completed the annual representations
and certifications electronically at the ORCA website, the offeror shall
complete only paragraphs (b) through (i) of this provision.

(a) Definitions. As used in this provision:

"Emerging small business" means a small business concern whose size is no
greater than 50 percent of the numerical size standard for the NAICS code
designated.

"Forced or indentured child labor" means all work or service -

(1) Exacted from any person under the age of 18 under the menace of any penalty
for its nonperformance and for which the worker does not offer himself
voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the
enforcement of which can be accomplished by process or penalties.

"Service-disabled" veteran-owned small business concern" -

(1) Means a small business concern -

(i) Not less than 51 percent of which is owned by one or more service-disabled
veterans or, in the case of any publicly owned business, not less than 51
percent of the stock of which is owned by one or more service-disabled veterans;
and

(ii) The management and daily business operations of which are controlled by one
or more service-disabled veterans or, in the case of a veteran with permanent
and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2),
with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

"Small business concern" means a concern, including its affiliates, that is
independently owned and operated, not dominant in the field of operation in
which it is bidding on Government contracts, and qualified as a small business
under the criteria in 13 CFR part 121 and size standards in this solicitation.

"Veteran-owned small business concern" means a small business concern -

(1) Not less than 51 percent of which is owned by one or more veterans (as
defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not
less than 51 percent of the stock of which is owned by one or more veterans; and


                                       1

<PAGE>

(2) The management and daily business operations of which are controlled by one
or more veterans.

"Women-owned business concern" means a concern which is at least 51 percent
owned by one or more women; or in the case of any publicly owned business, at
least 51 percent of its stock is owned by one or more women; and whose
management and daily business operations are controlled by one or more women.

"Women-owned small business concern" means a small business concern -

(1) That is at least 51 percent owned by one or more women; or, in the case of
any publicly owned business, at least 51 percent of the stock of which is owned
by one or more women; and

(2) Whose management and daily business operations are controlled by one or more
women.

(b) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C. 7701). (Not
applicable if the offeror is required to provide this information to a central
Contractor registration database to be eligible for award.)

(1) All offerors must submit the information required in paragraphs (b)(3)
through (b)(5) of this provision to comply with debt collection requirements of
31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A,
and 6050M, and implementing regulations issued by the Internal Revenue Service
(IRS).

(2) The TIN may be used by the Government to collect and report on any
delinquent amounts arising out of the offeror's relationship with the Government
(31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment
reporting requirements described in FAR 4.904, the TIN provided hereunder may be
matched with IRS records to verify the accuracy of the offeror's TIN.

(3) Taxpayer Identification Number (TIN).

[X]  TIN: 04-3474959.

[ ]  TIN has been applied for.

[ ]  TIN is not required because:

[ ]  Offeror is a nonresident alien, foreign corporation, or foreign partnership
     that does not have income effectively connected with the conduct of a trade
     or business in the United States and does not have an office or place of
     business or a fiscal paying agent in the United States;

[ ]  Offeror is an agency or instrumentality of a foreign government;

[ ]  Offeror is an agency or instrumentality of the Federal Government.

(4) Type of organization.

[ ]  Sole proprietorship;


                                       2

<PAGE>

[ ]  Partnership;

[X]  Corporate entity (not tax-exempt);

[ ]  Corporate entity (tax-exempt);

[ ]  Government entity (Federal, State, or local);

[ ]  Foreign government;

[ ]  International organization per 26 CFR 1.6049-4:

[ ]  Other __________________.

(5) Common parent.

[X]  Offeror is not owned or controlled by a common parent;

[ ]  Name and TIN of common parent:

Name                                 .
     --------------------------------

TIN                                  .
    ---------------------------------

(c) Offeror must complete the following representations when the resulting
contract is to be performed inside the United States, its territories or
possessions, Puerto Rico, the Trust Territory of the Pacific Islands, or the
District of Columbia. Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that it
[X] is, [ ] is not a small business concern.

(2) Veteran-owned small business concern. [Complete only if the offeror
represented itself as a small business concern in paragraph (c)(1) of this
provision.] The offeror represents as part of its offer that it [ ] is, [X] is
not a veteran-owned small business concern.

(3) Service-disabled veteran-owned small business concern. [Complete only if the
offeror represented itself as a veteran-owned small business concern in
paragraph (c)(2) of this provision.] The offeror represents as part of its offer
that it [ ] is, [X] is not a service-disabled veteran-owned small business
concern.

(4) Small disadvantaged business concern. [Complete only if the offeror
represented itself as a small business concern in paragraph (c)(1) of this
provision.] The offeror represents, for general statistical purposes, that it
[ ] is, [X] is not a small disadvantaged business concern as defined in 13 CFR
124.1002.

(5) Women-owned small business concern. [Complete only if the offeror
represented itself as a small business concern in paragraph (c)(1) of this
provision.] The offeror represents that it [ ] is, [X] is not a women-owned
small business concern.


                                       3

<PAGE>

NOTE: Complete paragraphs (c)(6) and (c)(7) only if this solicitation is
expected to exceed the simplified acquisition threshold.

(6) Women-owned business concern (other than small business concern). [Complete
only if the offeror is a women-owned business concern and did not represent
itself as a small business concern in paragraph (c)(1) of this provision.] The
offeror represents that it [ ] is a women-owned business concern.

(7) Tie bid priority for labor surplus area concerns. If this is an invitation
for bid, small business offerors may identify the labor surplus areas in which
costs to be incurred on account of manufacturing or production (by offeror or
first-tier SubContractors) amount to more than 50 percent of the contract
price: __________________.

(8) Small Business Size for the Small Business Competitiveness Demonstration
Program and for the Targeted Industry Categories under the Small Business
Competitiveness Demonstration Program. (Complete only if the offeror has
represented itself to be a small business concern under the size standards for
this solicitation.)

(i) [Complete only for solicitations indicated in an addendum as being set-aside
for emerging small businesses in one of the four designated industry groups
(DIGs).] The offeror represents as part of its offer that it [ ] is, [ ] is not
an emerging small business

(ii) [Complete only for solicitations indicated in an addendum as being for one
of the targeted industry categories (TICs) or four designated industry groups
(DiGs).]

Offeror represents as follows:

(A) Offeror's number of employees for the past 12 months (check the Employees
column if size standard stated in the solicitation is expressed in terms of
number of employees); or

(B) Offeror's average annual gross revenue for the last 3 fiscal years (check
the Average Annual Gross Number of Revenues column if size standard stated in
the solicitation is expressed in terms of annual receipts).

(Check one of the following):

<TABLE>
<CAPTION>
Number of Employees   Average Annual Gross Revenues
-------------------   -----------------------------
<S>                   <C>
[ ]  50 or fewer      [ ]  $1 million or less

[ ]  51-100           [ ]  $1,000,001-$2 million

[ ]  101-250          [X]  $2,000,001-$3.5 million

[ ]  251-500          [ ]  $3,500,001-$5 million

[ ]  501-750          [ ]  $5,000,001-$10 million
</TABLE>


                                       4

<PAGE>

<TABLE>
<S>                   <C>
[ ]  751-1,000        [ ]  $10,000,001-$17 million

[ ]  Over 1,000       [ ]  Over $17 million
</TABLE>

(9) [Complete only if the solicitation contains the clause at FAR 52.219-23,
Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns,
or FAR 52.219-25, Small Disadvantaged Business Participation
Program-Disadvantaged Status and Reporting, and the offeror desires a benefit
based on its disadvantaged status.]

(i) General. The offeror represents that either -

(A) It [ ] is, [X] is not certified by the Small Business Administration as a
small disadvantaged business concern and identified, on the date of this
representation, as a certified small disadvantaged business concern in the
database maintained by the Small Business Administration (PRO-Net), and that no
material change in disadvantaged ownership and control has occurred since its
certification, and, where the concern is owned by one or more individuals
claiming disadvantaged status, the net worth of each individual upon whom the
certification is based does not exceed $750,000 after taking into account the
applicable exclusions set forth at 13 CFR 124.104(c)(2); or

(B) It [ ] has, [X] has not submitted a completed application to the Small
Business Administration or a Private Certifier to be certified as a small
disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a
decision on that application is pending, and that no material change in
disadvantaged ownership and control has occurred since its application was
submitted.

(ii) [ ] Joint Ventures under the Price Evaluation Adjustment for Small
Disadvantaged Business Concerns. The offeror represents, as part of its offer,
that it is a joint venture that complies with the requirements in 13 CFR
124.1002(f) and that the representation in paragraph (c)(9)(i) of this provision
is accurate for the small disadvantaged business concern that is participating
in the joint venture. [The offeror shall enter the name of the small
disadvantaged business concern that is participating in the joint venture:
______________________.]

(d) Representations required to implement provisions of Executive Order 11246 --

(1) Previous contracts and compliance. The offeror represents that -

(i) It [X] has, [ ] has not participated in a previous contract or subcontract
subject to the Equal Opportunity clause of this solicitation; and

(ii) It [X] has, [ ] has not filed all required compliance reports.

(2) Affirmative Action Compliance. The offeror represents that -

(i) It [X] has developed and has on file, [ ] has not developed and does not
have on file, at each establishment, affirmative action programs required by
rules and regulations of the Secretary of Labor (41 CFR parts 60-1 and 60-2), or


                                       5

<PAGE>

(ii) It [ ] has not previously had contracts subject to the written affirmative
action programs requirement of the rules and regulations of the Secretary of
Labor.

(e) Certification Regarding Payments to Influence Federal Transactions (31
U.S.C. 1352). (Applies only if the contract is expected to exceed $100,000.) By
submission of its offer, the offeror certifies to the best of its knowledge and
belief that no Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress or an employee
of a Member of Congress on his or her behalf in connection with the award of any
resultant contract.

(f) Buy American Act-Balance of Payments, Program Certificate. (Applies only if
the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American
Act-Balance of Payments Program-Supplies, is included in this solicitation.)

(1) The offeror certifies that each end product, except those listed in
paragraph (f)(2) of this provision, is a domestic end product as defined in the
clause of this solicitation entitled "Buy American Act-Balance of Payments
Program-Supplies" and that the offeror has considered components of unknown
origin to have been mined, produced, or manufactured outside the United States.
The offeror shall list as foreign end products those end products manufactured
in the United States that do not qualify as domestic end products.

(2) Foreign End Products:

<TABLE>
<CAPTION>
Line Item No.   Country of Origin
-------------   -----------------
<S>             <C>
_____________   _________________

_____________   _________________

_____________   _________________
</TABLE>

[List as necessary]

(3) The Government will evaluate offers in accordance with the policies and
procedures of FAR Part 25.

(g) (1) Buy American Act-North American Free Trade Agreement-Israeli Trade
Act-Balance of Payments Program Certificate: (Applies only if the clause at FAR
52.225-3, Buy American Act-North American Free Trade Agreement-Israeli Trade
Act-Balance of Payments Program, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in
paragraph (g)(1)(ii) or (g)(1)(iii) of this provision, is a domestic end product
as defined in the clause of this solicitation entitled "Buy American Act-North
American Free Trade Agreement-Israeli Trade Act-Balance of Payments Program" and
that the offeror has considered components of unknown origin to have been mined,
produced, or manufactured outside the United States.


                                       6

<PAGE>

(ii) The offeror certifies that the following supplies are end products of
Australia, Canada, Chile, Mexico, or Singapore. or Israeli end products as
defined in the clause of this solicitation entitled "Buy American Act-Free Trade
Agreements-Israeli Trade Act":

End Products of Australia, Canada, Chile, Mexico, or Singapore or Israeli End
Products:

<TABLE>
<CAPTION>
Line Item No.   Country of Origin
-------------   -----------------
<S>             <C>
_____________   _________________

_____________   _________________

_____________   _________________
</TABLE>

[List as necessary]

(iii) The offeror shall list those supplies that are foreign end products (other
than those listed in paragraph (g)(1)(ii) of this provision) as defined in the
clause of this solicitation entitled "Buy American Act-North America Free Trade
Agreement-Israel Trade Act-Balance of Payments Program." The offeror shall list
as other foreign end products those end products manufactured in the United
States that do not qualify as domestic end products.

Other Foreign End products:

<TABLE>
<CAPTION>
Line Item No.   Country of Origin
-------------   -----------------
<S>             <C>
_____________   _________________

_____________   _________________

_____________   _________________
</TABLE>

[List as necessary]

(iv) The Government will evaluate offers in accordance with the policies and
procedures of FAR Part 25.

(2) Buy American Act-North American Free Trade Agreements-Israeli Trade
Act-Balance of Payments Program Certificate, Alternate I (Feb 2000). If
Alternate I to the clause at FAR 52.225-3 is included in this solicitation,
substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the
basic provision: (g)(1)(ii) The offeror certifies that the following supplies
are Canadian end products as defined in the clause of this solicitation entitled
"Buy American Act-North American Free Trade Agreement-Israeli Trade Act-Balance
of Payments Program":

Canadian End Products:


                                       7

<PAGE>

Line Item No.
-------------
__________________________________

__________________________________

__________________________________
[List as necessary]

(3) Buy American Act-North American Free Trade Agreements-Israeli Trade
Act-Balance of Payments Program Certificate, Alternate II (Feb 2000). If
Alternate II to the clause at FAR 52.225-3 is included in this solicitation,
substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the
basic provision:

(g) (1)(ii) The offeror certifies that the following supplies are Canadian end
products or Israeli end products as defined in the clause of this solicitation
entitled "Buy American Act-North American Free Trade Agreement-Israeli Trade
Act-Balance of Payments Program":

Canadian or Israeli End Products:

<TABLE>
<CAPTION>
Line Item No.   Country of Origin
-------------   -----------------
<S>             <C>
_____________   _________________

_____________   _________________

_____________   _________________
</TABLE>

[List as necessary]

(4) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5,
Trade Agreements, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in
paragraph (g)(4)(ii) of this provision, is a U.S: made or designated country end
product. as defined in the clause of this solicitation entitled "Trade
Agreements."

(ii) The offeror shall list as other end products those end products that are
not U.S.-made or designated country end products. Other End Products:

<TABLE>
<CAPTION>
Line Item No.   Country of Origin
-------------   -----------------
<S>             <C>
_____________   _________________

_____________   _________________

_____________   _________________
</TABLE>


                                       8

<PAGE>

[List as necessary]

(iii) The Government will evaluate offers in accordance with the policies and
procedures of FAR Part 25. For line items covered by the WTO GPA, the Government
will evaluate offers of U.S.-made or designated country end products without
regard to the restrictions of the Buy American Act. The Government will consider
for award only offers of U.S.-made or designated country end products unless the
Contracting Officer determines that there are no offers for such products or
that the offers for such products are insufficient to fulfill the requirements
of the solicitation.

(h) Certification Regarding Debarment, Suspension or Ineligibility for Award
(Executive Order 12549). (Applies only if the contract value is expected to
exceed the simplified acquisition threshold.) The offeror certifies, to the best
of its knowledge and belief, that the offeror and/or any of its principals -

(1) [ ] Are, [X] are not presently debarred, suspended, proposed for debarment,
or declared ineligible for the award of contracts by any Federal agency; and

(2) [ ] Have, [X] have not, within a three-year period preceding this offer,
been convicted of or had a civil judgment rendered against them for: commission
of fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a Federal, stale or local government contract or
subcontract; violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, tax evasion,
or receiving stolen property; and

(3) [ ] Are, [X] are not presently indicted for, or otherwise criminally or
civilly charged by a Government entity with, commission of any of these
offenses.

(i) Certification Regarding Knowledge of Child Labor for Listed End Products
(Executive Order 13126). [The Contracting Officer must list in paragraph (i)(1)
any end products being acquired under this solicitation that are included in the
List of Products Requiring Contractor Certification as to Forced or Indentured
Child Labor, unless excluded at 22.1503(b).]

(1) Listed end products.

<TABLE>
<CAPTION>
Listed End Product   Listed Countries of Origin
------------------   --------------------------
<S>                  <C>
__________________   _____________________

__________________   _____________________

__________________   _____________________
</TABLE>

(2) Certification. [If the Contracting Officer has identified end products and
countries of origin in paragraph (i)(1) of this provision, then the offeror must
certify to either (i)(2)(i) or (i)(2)(ii) by checking the appropriate block.]


                                       9

<PAGE>

     [X] (i) The offeror will not supply any end product listed in paragraph
(i)(1) of this provision that was mined, produced, or manufactured in the
corresponding country as listed for that product.

     [ ] (ii) The offeror may supply an end product listed in paragraph (i)(1)
of this provision that was mined, produced, or manufactured in the corresponding
country as listed for that product. The offeror certifies that it has made a
good faith effort to determine whether forced or indentured child labor was used
to mine, produce, or manufacture any such end product furnished under this
contract. On the basis of those efforts, the offeror certifies that it is not
aware of any such use of child labor.

ALTERNATE I (Feb 2002). As prescribed in 12.301(b)(2), add the following
paragraph (c)(10) to the basic provision:

(10) (Complete if the offeror has represented itself as disadvantaged in
paragraph (c)(4) or (c)(9) of this provision.)

[The offeror shall check the category in which its ownership falls]:

[ ]  Black American.

[ ]  Hispanic American.

[ ]  Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

[ ]  Asian-Pacific American (persons with origins from Burma, Thailand,
     Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Laos,
     Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory
     of the Pacific Islands (Republic of Palau), Republic of the Marshall
     Islands, Federated States of Micronesia, the ECOE of the Northem Mariana
     Islands, Guam, Samoa, Macao. Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or
     Nauru).

[ ]  Subcontinent Asian (Asian-Indian) American (persons with origins from
     India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or
     Nepal).

[ ]  Individual/concern, other than one of the preceding.

ALTERNATE II (Oct 2000). As prescribed in 12.301(b)(2), add the following
paragraph (c)(9)(iii) to the basic provision:

(iii) Address. The offeror represents that its address [ ] is, [ ] is not in a
region for which a small disadvantaged business procurement mechanism is
authorized and its address has not changed since its certification as a small
disadvantaged business concern or submission of its application for
certification. The list of authorized small disadvantaged business procurement
mechanisms and regions is posted at
http://www.arnet.gov/References/sdbadjustments.htm. The offeror shall use the
list in effect on the date of this solicitation. "Address," as used in this
provision, means the address of the offeror as listed on the Small Business
Administration's register of small disadvantaged business concerns or the
address on the completed application that the concern has submitted to the Small
Business Administration or a Private Certifier in


                                       10

<PAGE>

accordance with 13 CFR part 124, subpart B. For joint ventures, "address" refers
to the address of the small disadvantaged business concern that is participating
in the joint venture.

ALTERNATE III (OCT 2000). As prescribed in 12.301(b)(2), add the following
paragraph (c)(11) to the basic provision:

(11) HUBZone small business concern. [Complete only if the offeror represented
itself as a small business concern in paragraph (c)(1) of this provision.] The
offeror represents as part of its offer that

(i) It [ ] is, [X] is not a HUBZone small business concern listed, on the date
of this representation, on the list of Qualified HUBZone Small Business Concerns
maintained by the Small Business Administration, and no material change in
ownership and control, principal place of ownership, or HUBZone employee
percentage has occurred since it was certified by the Small Business
Administration in accordance with 13 CFR part 126; and

(ii) It [ ] is, [X] is not a joint venture that complies with the requirements
of 13 CFR part 126, and the representation in paragraph (c)(11)(i) of this
provision is accurate for the HUBZone small business concern or concerns that
are participating in the joint venture. [The offeror shall enter the name or
names of the HUBZone small business concern or concerns that are participating
in the joint venture:__________________.]
Each HUBZone small business concern participating in the joint venture shall
submit a separate signed copy of the HUBZone representation.


                                       11
<PAGE>
The GSA does not view the following appendices as germane to the contract and
does not deem them to be included as part of the contract.

<Table>
<Caption>
APPENDIX                DESCRIPTION
--------------------------------------------------------------------------------
<S>                     <C>
Appendix B              Press releases regarding the procurement and recent
                        awards regarding the State of Maryland
--------------------------------------------------------------------------------
Appendix C              List of auctions that meet requirements for bid
--------------------------------------------------------------------------------
Appendix D              List of awards for electricity and natural gas
                        procurements
--------------------------------------------------------------------------------
Appendix E              List of suppliers registered on the platform
--------------------------------------------------------------------------------
Appendix F              Detailed information regarding the number of utilities
                        and states client accounts have been served in based on
                        energy supply contract awards through the Company's
                        real-time, online reverse auction platform
--------------------------------------------------------------------------------
Appendix G              An example of the Company's price to beat analysis
                        calculated at the individual account level
--------------------------------------------------------------------------------
</Table>