AGREEMENT AND PLAN OF ACQUISITION

ACQUISITION OF HYDROGEN SAFE TECHNOLOGIES, INC.

by

WORLD ENERGY SOLUTIONS, INC.

AGREEMENT AND PLAN OF ACQUISITION

This Agreement and Plan of Acquisition (Agreement) is entered into by and between Hydrogen Safe  Technologies, Inc., a Florida corporation, (HSTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and World Energy Solutions, Inc., a Florida corporation, (WES)

WHEREAS, UTEK owns 100% of the issued and outstanding shares of common stock of HSTI (HSTI Shares); and

WHEREAS , before the Closing Date, HSTI will acquire the license for the fields of use as described in the License Agreement as described and which are attached hereto as part of Exhibit A and made a part of this Agreement (License Agreement) and the rights to develop and market a proprietary technology for the fields of uses specified in the License Agreement (Technology).

WHEREAS , the parties desire to provide for the terms and conditions upon which HSTI will be acquired by WES in a stock-for-stock exchange (Acquisition) in accordance with the respective corporation laws of their state, upon consummation of which all HSTI Shares will be owned by WES, and all issued and outstanding HSTI Shares will be exchanged for common stock of WES with terms and conditions as set forth more fully in this Agreement; and

WHEREAS , for federal income tax purposes, it is intended that the Acquisition qualifies within the meaning of Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended (Code).

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are by this Agreement acknowledged, the parties agree as follows:

ARTICLE 1

THE STOCK-FOR-STOCK ACQUISITION

1.01

The Acquisition

(a)

Acquisition Agreement .  Subject to the terms and conditions of this Agreement, at the Effective Date, as defined below, all HSTI Shares shall be acquired from UTEK by WES in accordance with the respective corporation laws of their state and the provisions of this Agreement and the separate corporate existence of HSTI, as a wholly-owned subsidiary of WES, shall continue after the closing.

(b)

Effective Date. The Acquisition shall become effective (Effective Date) upon the execution of this Agreement and closing of the transaction.

1.02

Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the HSTI Shares that are issued and outstanding at the Effective Date shall be exchanged for 7,500,000 unregistered shares of common stock of WES.  

1.03

Effect of Acquisition.

(a)

Rights in HSTI Cease. At and after the Effective Date, the holder of each certificate of common stock of HSTI shall cease to have any rights as a shareholder of HSTI.

(b)

Closure of HSTI Shares Records. From and after the Effective Date, the stock transfer books of HSTI shall be closed, and there shall be no further registration of stock transfers on the records of HSTI.

1.04

Closing. Subject to the terms and conditions of this Agreement, the Closing of the Acquisition shall take place September 28, 2007.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.01

Representations and Warranties of UTEK and HSTI.  UTEK and HSTI represent and warrant to WES that the facts set forth below are true and correct:

(a)

Organization. HSTI and UTEK are corporations duly organized, validly existing and in good standing under the laws of their respective states of incorporation, and they have the requisite power and authority to conduct their business and consummate the transactions contemplated by this Agreement. True, correct and complete copies of the articles of incorporation, bylaws and all corporate minutes of HSTI have been provided to WES and such documents are presently in effect and have not been amended or modified.

(b)

Authorization. The execution of this Agreement and the consummation of the Acquisition and the other transactions contemplated by this Agreement have been duly authorized by the board of directors and shareholders of HSTI and the board of directors of UTEK; no other corporate action by the respective parties is necessary in order to execute, deliver, consummate and perform their respective obligations hereunder; and HSTI and UTEK have all requisite corporate and other authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

(c)   

Capitalization .  The authorized capital of HSTI consists of 1,000,000 shares of common stock with a par value $.01 per share. At the date of this Agreement, 1,000 HSTI Shares are issued and outstanding as follows:

All issued and outstanding HSTI Shares have been duly and validly issued and are fully paid and non-assessable shares and have not been issued in violation of any preemptive or other rights of any other person or any applicable laws. HSTI is not authorized to issue any preferred stock. All dividends on HSTI Shares which have been declared prior to the date of this Agreement have been paid in full. There are no outstanding options, warrants, commitments, calls or other rights or agreements requiring HSTI to issue any HSTI Shares or securities convertible into HSTI Shares to anyone for any reason whatsoever. None of the HSTI Shares is subject to any change, claim, condition, interest, lien, pledge, option, security interest or other

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encumbrance or restriction, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

(d)

Binding Effect. The execution, delivery, performance and consummation of this Agreement, the Acquisition and the transactions contemplated by this Agreement will not violate any obligation to which HSTI or UTEK is a party and will not create a default under any such obligation or under any agreement to which HSTI or UTEK is a party.  This Agreement constitutes a legal, valid and binding obligation of HSTI, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights generally and by the availability of injunctive relief, specific performance or other equitable remedies.

(e)

Litigation Relating to this Agreement. There are no suits, actions or proceedings pending or, to the best of HSTI and UTEK’s knowledge, information and belief, threatened, which seek to enjoin the Acquisition or the transactions contemplated by this Agreement or which, if adversely decided, would have a materially adverse effect on the business, results of operations, assets or prospects of HSTI.

(f)

No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by HSTI or UTEK with the terms or provisions of this Agreement nor all other documents or agreements contemplated by this Agreement and the consummation of the transaction contemplated by this Agreement will result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation of, HSTI or UTEK’s articles of incorporation or bylaws, the Technology, the License Agreement, or any agreement, contract, instrument, order, judgment or decree to which HSTI or UTEK is a party or by which HSTI or UTEK or any of their respective assets is bound, or violate any provision of any applicable law, rule or regulation or any order, decree, writ or injunction of any court or government entity which materially affects their respective assets or businesses.

(g)

Consents. No consent from or approval of any court, governmental entity or any other person is necessary in connection with execution and delivery of this Agreement by HSTI and UTEK or performance of the obligations of HSTI and UTEK hereunder or under any other agreement to which HSTI or UTEK is a party; and the consummation of the transactions contemplated by this Agreement will not require the approval of any entity or person in order to prevent the termination of the Technology, the License Agreement, or any other material right, privilege, license or agreement relating to HSTI or its assets or business.

(h)

Title to Assets. HSTI has or has agreed to enter into the agreements as listed on Exhibit A attached hereto. These agreements and the assets shown on the balance sheet of attached Exhibit B are the sole assets of HSTI. HSTI has or will by Closing Date have good and marketable title to its assets, free and clear of all liens, claims, charges, mortgages, options, security agreements and other encumbrances of every kind or nature whatsoever.

(i)

  Intellectual Property

(1)

The University of South Florida and the University of South Florida Research Foundation (Research Foundation) respectively owns and has license to the Technology and has all right, power, authority and ownership and entitlement to file, prosecute and maintain in effect the Patent application with respect to the Inventions listed in Exhibit A hereto.

(2)

The License Agreement between USF and HSTI covering the Inventions will be legal, valid, binding and will be enforceable in accordance with its terms as contained in Exhibit A.

(3)    Except as otherwise set forth in this Agreement, WES acknowledges and

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understands that HSTI and UTEK make no representations and provide no assurances that the rights to the Technology and Intellectual Property contained in the License Agreement do not, and will not in the future, infringe or otherwise violate the rights of third parties, and

(4)   

Except as otherwise expressly set forth in this Agreement, HSTI and UTEK make no representations and extend no warranties of any kind, either express or implied, including, but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement and validity of the Intellectual Property.

(j)

Liabilities of HSTI. HSTI has no assets, no liabilities or obligations of any kind, character or description except those listed on the attached schedules and exhibits.

(k)

Financial Statements. The unaudited financial statements of HSTI, including a balance sheet, attached as Exhibit B and made a part of this Agreement, are, in all respects, complete and correct and present fairly HSTI’s financial position and the results of its operations on the dates and for the periods shown in this Agreement; provided, however, that interim financial statements are subject to customary year-end adjustments and accruals that, in the aggregate, will not have a material adverse effect on the overall financial condition or results of its operations. HSTI has not engaged in any business not reflected in its financial statements. There have been no material adverse changes in the nature of its business, prospects, the value of assets or the financial condition since the date of its financial statements. There are no, and on the Closing Date there will be no, outstanding obligations or liabilities of HSTI except as specifically set forth in the financial statements and the other attached schedules and exhibits.  There is no information known to HSTI or UTEK that would prevent the financial statements of HSTI from being audited in accordance with generally accepted accounting principles.

(l)

  Taxes. All returns, reports, statements and other similar filings required to be filed by HSTI with respect to any federal, state, local or foreign taxes, assessments, interests, penalties, deficiencies, fees and other governmental charges or impositions have been timely filed with the appropriate governmental agencies in all jurisdictions in which such tax returns and other related filings are required to be filed; all such tax returns properly reflect all liabilities of HSTI for taxes for the periods, property or events covered by this Agreement; and all taxes, whether or not reflected on those tax returns, and all taxes claimed to be due from HSTI by any taxing authority, have been properly paid, except to the extent reflected on HSTI’s financial statements, where HSTI has contested in good faith by appropriate proceedings and reserves have been established on its financial statements to the full extent if the contest is adversely decided against it. HSTI has not received any notice of assessment or proposed assessment in connection with any tax returns, nor is HSTI a party to or to the best of its knowledge, expected to become a party to any pending or threatened action or proceeding, assessment or collection of taxes. HSTI has not extended or waived the application of any statute of limitations of any jurisdiction regarding the assessment or collection of any taxes. There are no tax liens (other than any lien which arises by operation of law for current taxes not yet due and payable) on any of its assets. There is no basis for any additional assessment of taxes, interest or penalties. HSTI has made all deposits required by law to be made with respect to employees’ withholding and other employment taxes, including without limitation the portion of such deposits relating to taxes imposed upon HSTI. HSTI is not and has never been a party to any tax sharing agreements with any other person or entity.

(m)

Absence of Certain Changes or Events. From the date of the full execution of the Term Sheet until the Closing Date, HSTI has not, and without the written consent of WES, it will not have:

(1)

Sold, encumbered, assigned let lapsed or transferred any of its material assets, including without limitation the Intellectual Property, the License Agreement or any other material asset;

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(2)

Amended or terminated the License Agreement or other material agreement or done any act or omitted to do any act which would cause the breach of the License Agreement or any other material agreement;

(3)

Suffered any damage, destruction or loss whether or not in control of HSTI;

(4)

Made any commitments or agreements for capital expenditures or otherwise;

(5)

Entered into any transaction or made any commitment not disclosed to WES;

(6)

Incurred any material obligation or liability for borrowed money;

(7)

Suffered any other event of any character, which is reasonable to expect, would adversely affect the future condition (financial or otherwise) assets or liabilities or business of HSTI; or

(8)

Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by HSTI or UTEK untrue as of the date of this Agreement or as of the Closing Date.

(n)

Material Agreements. Exhibit A attached contains a true and complete list of all contemplated and executed agreements between HSTI and a third party. A complete and accurate copy of all material agreements, contracts and commitments of the following types, whether written or oral to which it is a party or is bound (Contracts), has been provided to WES and such agreements are or will be at the Closing Date, in full force and effect without modifications or amendment and constitute the legally valid and binding obligations of HSTI in accordance with their respective terms and will continue to be valid and enforceable following the Acquisition. HSTI is not in default of any of the Contracts. In addition:

(1)

There are no outstanding unpaid promissory notes, mortgages, indentures, deed of trust, security agreements and other agreements and instruments relating to the borrowing of money by or any extension of credit to HSTI; and

(2)

There are no outstanding operating agreements, lease agreements or similar agreements by which HSTI is bound; and

(3)

The complete final drafts of the License Agreement will be provided to WES; and

(4)

Except as set forth in (3) above, there are no outstanding licenses to or from others of any intellectual property and trade names; and

(5)

There are no outstanding agreements or commitments to sell, lease or otherwise dispose of any of HSTI’s property; and

(6)

There are no breaches of any agreement to which HSTI is a party.

(o)

Compliance with Laws. HSTI is in compliance with all applicable laws, rules, regulations and orders promulgated by any federal, state or local government body or agency relating to its business and operations.

(p)

Litigation.  There is no suit, action or any arbitration, administrative, legal or other proceeding of any kind or character, or any governmental investigation pending or to the best knowledge of

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HSTI or UTEK, threatened against HSTI, the Technology, or  License Agreement, affecting its assets or business (financial or otherwise), and neither HSTI nor UTEK is in violation of or in default with respect to any judgment, order, decree or other finding of any court or government authority relating to the assets, business or properties of HSTI or the transactions contemplated hereby. There are no pending or threatened actions or proceedings before any court, arbitrator or administrative agency, which would, if adversely determined, individually or in the aggregate, materially and adversely affect the assets or business of HSTI or the transactions contemplated.

(q)

Employees. HSTI has no and never had any employees. HSTI is not a party to or bound by any employment agreement or any collective bargaining agreement with respect to any employees. HSTI is not in violation of any law, regulation relating to employment of employees.

(r)

Adverse Effect . Neither HSTI nor UTEK has any knowledge of any or threatened existing occurrence, action or development that could cause a material adverse effect on HSTI or its business, assets or condition (financial or otherwise) or prospects.

(s)

Employee Benefit Plans.  HSTI states that there are no and have never been any employee benefit plans, and there are no commitments to create any, including without limi