STRATEGIC ALLIANCE AGREEMENT

 

                                      UTEK

 

                          STRATEGIC ALLIANCE AGREEMENT

 

This   Strategic   Alliance   Agreement   is made and   entered   into this 9th day of

September   2005,   by and between UTEK   Corporation   ("UTK"),   202 South   Wheeler

Street,   Plant City,   Florida   33563, a Delaware   Corporation,   and World Energy

Solutions, ("AVDU") 3900A 31ST Street North, St. Petersburg,   Florida, a Florida

Corporation.

 

WITNESSETH:

 

     WHEREAS, AVDU desires to engage UTK to provide the services as set forth in

     this Agreement, and

 

     WHEREAS, UTK is agreeable to provide these services.

 

     NOW   THEREFORE,   in   consideration   of the   mutual   promise   made   in   this

     Agreement,   and for other good and valuable consideration,   the receipt and

     sufficiency   of which is hereby   acknowledged,   the parties hereto agree as

     follows:

 

I. ENGAGEMENT

 

AVDU hereby   retains   UTK to provide   those   services as defined   herein and UTK

hereby agrees to the   appointment   on the terms and conditions   hereinafter   set

forth and   agrees to use   commercially   reasonable   efforts   in   providing   said

services.

 

II. INDEPENDENT CONTRACTOR

 

UTK shall be, and in all respects be deemed to be, an independent   contractor in

the performance of its duties hereunder.

 

     A. AVDU   shall be solely   responsible   for making   all   payments   to and on

behalf of its   employees   and UTK   shall in no event be liable   for any debts or

other liabilities of AVDU.

 

     B. UTK shall not have or be deemed to have, fiduciary obligations or duties

to, and shall be able to pursue,   conduct   and carry on for its own   account (or

for the   account of others)   such   activities,   ventures,   businesses   and other

pursuits as UTK in its sole, absolute and unfettered discretion, may elect.

 

     C.   Notwithstanding   the above,   no   activity,   venture,   business or other

pursuit of UTK,   during the term of this   Agreement   shall   conflict   with UTK's

obligations under this Agreement.

 

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III. SERVICES

 

UTK agrees to provide the following services,   hereinafter collectively referred

to as "Services":

 

See "CONFIDENTIAL TERM SHEET" (exhibit a) attached and made a part hereof.

 

     A. UTK   shall   devote   such   time   and   efforts,   as it deems   commercially

reasonable, under the circumstances to the affairs of AVDU, as is reasonable and

adequate to render the Services contemplated by this Agreement.

 

     B. UTK cannot   guarantee   results on behalf of AVDU,   but shall   pursue all

reasonable avenues available through its network of contacts. The acceptance and

consumption   of any   transaction   is   subject   to   acceptance   of the   terms and

conditions by in its sole discretion.

 

     C. In conjunction with the Services, UTK agrees to:

 

          1. Make itself available at the offices of AVDU or at another mutually

     agreed upon place,   during normal business hours, for reasonable periods of

     time,   subject   to   reasonable   advance   notice   and   mutually    convenient

     scheduling.

 

          2. Make itself available for telephone   conferences with the principal

     officer(s) of AVDU during normal business hours.

 

IV. EXPENSES

 

It is expressly   agreed and understood   that each party shall be responsible for

its own normal and reasonable out-of-pocket expenses.

 

V. COMPENSATION

 

     A. In   consideration   for the services to be provided,   AVDU agrees that it

will   remit the   agreed   upon   stock   certificate   within   five (5) days of both

parties executing this Agreement.

 

     B. AVDU agrees that UTK shall be entitled to compensation as follows:

 

See Strategic   Alliance   CONFIDENTIAL TERM SHEET (Exhibit A) attached and made a

part hereof.

 

VI. TERM AND TERMINATION

 

The term of the Agreement will be for 12 months unless terminated   sooner.   This

Agreement may be renewed upon mutual,   written agreement of the parties.   Either

party may terminate this Agreement at any time with 30 days written notice.

 

 

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VII. LEGAL COMPLIANCE

 

AVDU agrees that it will put in place,   if it has not already done so,   policies

and procedures   relating to and   addressing,   with the   commercially   reasonable

intent   to   ensure   compliance   with,   applicable   securities   laws,   rules   and

regulations, including, but not limited to:

 

     A. The use, release or other publication of forward-looking statements.

 

     B. Disclosure   requirements regarding the required disclosure of the nature

and   terms of UTK's   relationship   with,   including,   but not   limited   to press

releases,   publications   on its web site,   letters to investors and telephone or

other personal communication with potential or current investors.

 

     C. No press releases or any other forms of   communication to third parties,

which mention both UTK CORPORATION and AVDU, shall be released without the prior

written consent and approval of both UTK and AVDU.

 

     D. EXECUTION. The execution, delivery and performance of this Agreement, in

the time and manner herein specified will not conflict with,   result in a breach

of, or constitute a default under any existing   agreement,   indenture,   or other

instrument   to which either AVDU or UTK is a party or by which either entity may

be bound or affected.

 

     E. TIMELY APPRISALS.   AVDU shall use its commercially reasonable efforts to

keep UTK up to date and apprised of all business,   market and legal developments

related to and its relationship to UTK.

 

     F.   CORPORATE   AUTHORITY.   Both AVDU and UTK have full legal   authority   to

enter   into   this   Agreement   and   perform   the   same   in the   time   and   manner

contemplated.

 

     G. The   individuals   whose   signatures   appear below are authorized to sign

this Agreement on behalf of their respective

                  corporations.

 

     H. AVDU will   cooperate   with UTK and will   promptly   provide   UTK with all

pertinent   materials and requested   information   in order for UTK to perform its

Services pursuant to this Agreement.

 

     I. When   delivered,   the   shares   of AVDU   Common   Stock   shall be duly and

validly issued, fully paid and non-assessable.

 

     J. UTK represents to AVDU that a) it has the experience as may be necessary

to perform all the required, b) all Services will be performed in a professional

manner,   and c) all   individuals   it provides to perform   the   Services   will be

appropriately   qualified and subject to   appropriate   agreements   concerning the

protection of trade secrets and   confidential   information of which such persons

may have access to over the term of this Agreement.

 

     K. Until   termination of the   engagement,   AVDU will notify UTK promptly of

the   occurrence   of any event,   which   might   materially   affect   the   condition

(financial or otherwise), or prospects of AVDU.

 

VIII. CONFIDENTIAL DATA

 

     A. UTK shall not   divulge   to   others,   any   trade   secret or   confidential

information,   knowledge,   or data   concerning   or pertaining to the business and

affairs of AVDU, obtained by UTK as a result of its engagement hereunder, unless

authorized,   in   writing   by   AVDU.   UTK   represents   and   warrants   that it has

established appropriate internal procedures for protecting the trade secrets and

confidential information of, AVDU including, without limitation, restrictions on

disclosure of such information to employees and other persons who may be engaged

in such   information   to   employees   and other   persons   who may be   engaged   in

rendering   services to any person,   firm or entity which may be a competitor   of

AVDU.

 

     B. AVDU   shall not   divulge   to others,   any trade   secret or   confidential

information,   knowledge,   or data   concerning   or pertaining to the business and

affairs of UTK or confidential   information revealed by UTK obtained as a result

of its engagement hereunder, unless authorized, in writing, by UTK.

 

     C. UTK shall not be required in the performance of its duti