8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 4, 2008

SMART ENERGY SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-26027 (Commission File Number) 20-3353835 (IRS Employer Identification No.)

210 West Parkway, Suite No. 7

Pompton Plains, NJ 07044

(Address of Principal Executive Offices, Zip Code)

973-248-8008

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Business and Operations

Item 1.01 Entry into Material Definitive Agreement.

On April 4, 2008, Smart Energy Solutions, Inc. (the “Company”) executed a placement agent agreement (the “Agreement”) with EKN Financial Services, Inc. (“EKN”), providing that EKN will act as the Company’s exclusive placement agent, on a best efforts basis, with respect to a proposed offering (the “Offering”) of the Company’s common stock, $0.001 par value (the “Common Stock”) and Common Stock purchase warrants (the “Warrants”).

Pursuant to the Agreement, the Company will issue and sell Common Stock at a price per share equal to 60% of the average closing price of the Common Stock, as quoted on the OTC Bulletin Board on the 15 consecutive trading days immediately preceding the first closing of the Offering (the “Offering Price”). The Warrants will be exercisable into an aggregate number of Common Stock equal to 25% of the number of shares sold in the Offering, at an exercise price per share equal to the Offering Price, at any time on or before the fifth anniversary of the first closing of the Offering.

As consideration for the services provided by EKN pursuant to the Agreement, the Company will pay EKN a cash fee equal to 10% of the gross proceeds of the Offering, with certain exceptions provided in the Agreement, and issue a warrant to EKN (the “Agent’s Warrant”). The Agent’s Warrant will be exercisable into an aggregate number of shares of Common Stock and Warrants equal to 15% of the total number of Common Stock and Warrants sold in the Offering, at an exercise price per share equal to the Offering Price, at any time on or before the seventh anniversary of the first closing of the Offering.

Pursuant to the Agreement, the Company will use its best effort to register the Common Stock issued in the Offering, and the Common Stock issuable upon exercise of the Warrants and the Agent’s Warrant, under the Securities Act of 1933, as amended (the “Securities Act”).

The forgoing description of the Offering is qualified in its entirety by reference to (i) the Agreement, a copy of which is attached hereto as Exhibit 10.38 and is hereby incorporated herein by reference, and (ii) the securities purchase agreements, the registration rights agreement and the Warrants that will be executed between the Company and each of the investors in the Offering, the forms of which are attached hereto as Exhibits 10.39, 10.40 and 10.41, respectively, and are hereby incorporated herein by reference. The forgoing description of the Agent’s Warrant is qualified in its entirety by reference to the Agent’s Warrant, the form of which is attached hereto as Exhibit 10.42.

In the Offering the Company intends to raise gross proceeds of at least $4 million and no more than $5 million, which will be used to fund the Company’s general working capital needs, including the ongoing development and marketing of the Company’s products. In order to fund the Company’s operations pending receipt of the Offering proceeds, the Company intends to issue convertible promissory notes (the “Promissory Notes”) to certain individuals (the “Lenders”), in the aggregate principal amount of $500,000. All outstanding principal and any accrued and unpaid interest on the Promissory Notes will be converted into shares of Common stock and warrants, at a conversion price equal to the Offering Price, on the earlier of (i) May 30, 2008, and (ii) the first closing of the Offering. The warrants issued upon conversion of the Promissory Notes will have the same terms as the Warrants issued in the Offering, except that the holders of the warrants issuable upon conversion of the Promissory Notes will not have registration rights and, accordingly, the warrants and the Common Stock issued upon conversion of the Promissory Notes will not be included in the contemplated registration of the securities issued in the Offering.

The forgoing description of the terms and conditions of the Promissory Notes is qualified in its entirety by reference to the Promissory Notes, the form of which is attached hereto as Exhibit 10.42 and is hereby incorporated herein by reference.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) is hereby incorporated by reference into this Item 3.02.

The securities issued by the Company in the Offering are offered and will be sold in reliance on an exemption from the registration requirements of the Securities Actunder Section 4(2) thereof. The investors in the Offering will make customary representations regarding their status as “accredited investors,” as defined in Regulation D of the Securities Act, and their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

The Promissory Notes will be offered and sold in reliance on an exemption from the registration requirements of the Securities Act under Regulation S thereof. The Company will not make any offers of the Promissory Notes in the United States and there will be no selling efforts in the United States.

Section 9 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.38	Placement Agent Agreement between Smart Energy Solutions, Inc. and EKN Financial Services, Inc.
10.39	Form of Securities Purchase Agreement.
10.40	Form of Registration Rights Agreement.
10.41	Form of Agent’s Warrant.
10.42	Form of Convertible Promissory Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMART ENERGY SOLUTIONS, INC.
Date: April 9, 2008	By: /s/ Edward Braniff
	Name: Edward Braniff
	Title: Chief Financial Officer

EX-10.38

PLACEMENT AGENT AGREEMENT

April 3, 2008

Smart Energy Solutions, Inc.

210 West Parkway

Pompton Plains, NJ 07444

Attn: Pete Mateja, Chief Executive Officer Edward Braniff, Chief Financial Officer

Gentlemen:

1. Offering.

A.Smart Energy Solutions, Inc., a Nevada corporation (the “Company”), hereby engages EKN Financial Services, Inc. (“Placement Agent”) to act as its exclusive placement agent (with permitted sub-placement agents) in connection with the issuance and sale by the Company (the “Offering”) of $4,000,000 (subject to an over-allotment option of 25%) of its equity securities (the “Securities”), which will include shares of the Company’s common stock (the “Common Stock”) and warrants. For the purposes of this Agreement, the term Securities will not include certain existing convertible promissory notes, in the aggregate principal amount of $500,000 (the “Convertible Promissory Notes”), which the Company is converting on the same terms as the Securities issued in the Offering at the closing of Offering. The Offering will include Common Stock, which shall be sold at a 40% discount to the average closing price of the Common Stock as quoted on the over-the-counter market under the symbol “SMGY” for 15 consecutive trading days prior to the closing, and warrants to purchase an additional amount of Common Stock equal to 25% of the aggregatenumber of shares of Common Stock sold in the Financing, which warrants shall be exercisable, for a period of five (5) years from the closing, at an exercise price per share equal to 100% of the purchase price of the Common Stock sold in the Financing (the “Warrants”). For the purposes of this Placement Agent Agreement the “Closing” shall be defined as such time when the Placement Agent and the Company receive and approve executed Securities Purchase Agreements and subscription funds for a minimum of $4,000,000. Subject to the over-allotment option of 25%, subsequent closings may take place up to $5,000,000. Placement Agent is hereby authorized to engage, at Placement Agent’s option, the services of other broker-dealers who are members in good standing of the Financial Industry Regulatory Authority (“FINRA”) to assist Placement Agent in soliciting subscribers and to share with such broker-dealers the commissions payable to Placement Agent hereunder as Placement Agent shall determine in accordance with agreements entered into directly between Placement Agent and such other broker-dealers. The Company shall not have any obligation or liability to pay commissions, fees, other compensation, or expenses to any such other broker-dealers. The Offering is subject to the terms and conditions set forth in the Company’s Securities Purchase Agreement, dated April 3, 2008, the Registration Rights Agreement, dated April 3, 2008, the Common Stock Purchase Warrant, dated April 3, 2008, and the Company’s filings with the Securities and Exchange Commission (“SEC”) each inclusive of all exhibits, all amendments, supplements and appendices thereto, if any (collectively the “Transaction Documents”).

B.The Company is offering through the Placement Agent $4,000,000 (subject to an over-allotment option of 25%) of the Company’s Common Stock on a “best efforts” basis. The Company will issue the certificates representing the Common Stock and Warrants at a closing after subscriptions for at least $4,000,000 have been received and approved by the Company and the Placement Agent and when funds from investors have cleared the banking system in the normal course of business.

C.The Offering commenced on January 25, 2008, it was suspended on March 13, 2008 and resumed on April 1, 2008, and it shall terminate on the earliest of (i) the date on which $4,000,000 in Common Stock has been sold, or (iii) April 30, 2008, unless the Company and Placement Agent mutually agree to extend the Offering up and through May 31, 2008 (the “Offering Period”). If the Offering is not sold prior to the end of the Offering Period, the Offering will be terminated and all funds received from investors will be returned thereto, without interest thereon or deduction therefrom. With respect to any subscriptions that are received by Placement Agent or accepted by the Company subsequent to the Offering Period, all funds received from investors will be returned thereto, without interest thereon or deduction therefrom. The Company reserves the right in its sole discretion to reject any subscription agreements.

2.Compensation to Placement Agent.

A.As compensation for the services to be provided the Placement Agent hereunder, the Company agrees to pay to the Placement Agent: (i) a cash fee equal to 10% of the gross proceeds of the Offering; provided, however, that for the purposes of this Section 2A, the gross proceeds of the Offering shall not include any proceeds resulting from the issuance of the Convertible Promissory Notes, and no fee whatsoever shall be paid by the Company to the Placement Agent with respect to the Convertible Promissory Notes and, provided further, that for any person or entity making an investment of $250,000 or greater the Company shall pay a cash fee of 7% instead of 10%; and (ii) a warrant to the Placement Agent or its designee(s) to purchase 15% of the Securities sold in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants shall be exercisable, for a period of seven (7) years from the Closing, at an exercise price per share equal to (100%) of the purchase price of the Securities sold in the Offering, shall have unlimited piggyback registration rights, cashless exercise and anti-dilution provisions and shall be evidenced by a registration rights agreement in form and substance reasonably satisfactory to the Company and the Placement Agent. The Placement Agent Warrants shall be executed anddelivered at the Closing. If the Offering is consummated by means of more than one closing, the Placement Agent shall be entitled to the fees provided herein at and with respect to each Closing.

B.The Securities will be offered without registration under the Securities Act of 1933, as amended (the “Securities Act”). Purchasers of the Securities will be granted certain registration rights with respect to the Common Stock and Warrants as more fully set forth in the Registration Rights Agreement. Placement Agent will be granted certain registration rights with respect to the shares of Common Stock issuable upon exercise of the Placement Agent Warrants, as more fully set forth in the Placement Agent Warrants.

3. Payment.

A.The Common Stock and Warrants shall have the terms set forth in and shall be offered by the Company by means of the Transaction Documents. Payment for the Common Stock shall be made by check, money order or wire transfer as more fully described in the Securities Purchase Agreement. The minimum purchase by any purchaser shall be $25,000, unless subscriptions for lesser amounts are accepted at the discretion of the Company and Placement Agent. Placement Agent and the Company agree that the Common Stock and Warrants will be offered and sold only to “accredited investors” within the meaning of Rule 501 of Regulation D (“Accredited Investors”) promulgated under the Securities Act and Rule 506 of Regulation D under the Securities Act.

2

B.All Funds received from subscriptions arranged by Placement Agent and its agents will be promptly transmitted to the escrow account set up by the Company and maintained at Capital One Bank, 24-02A Fairlawn Avenue, Fair Lawn, NJ 07410 (the “Escrow Agent”) and designated as “Capital One Bank as Escrow Agent for Smart Energy Solutions, Inc” (the “Escrow Account”). The Escrow Agent shall, upon the Closing of at least $4,000,000 (or additional closings if there shall be more than one): (i) deliver to the Company, by wire transfer of immediately available funds, the funds deposited in the Escrow Account in payment for the Securities, less the amounts payable to the Placement Agent pursuant to Section 2A above. The Placement Agent shall receive all cash compensation under this Placement Agent Agreement by wire transfer of immediately available funds directly from the Escrow Agent at the time of the Closing.

In addition, the Company will furnish to the Placement Agent copies of such agreements, opinions, certificates and other documents delivered at the Closing as the Placement Agent may reasonably request, including, without limitation, an opinion of Company counsel to the effect that the placement of the Securities was exempt from registration under the Securities Act.

C.Company and Placement Agent each reserve the right to reject any subscriber, in whole or in part, in their sole discretion. Funds received by the Company from any subscriber whose subscription is rejected will be returned to such subscriber, without deduction therefrom or interest thereon, but no sooner than such funds have cleared the banking system in the normal course of business.

D.If, at any time after the end of the Offering Period and before the first anniversary of the end of the Offering Period, the Company shall consummate a private equity and/or debt financing transaction, including any variant of the Offering, with any party contacted or identified by the Placement Agent in connection with the Offering, the Placement Agent will be entitled to payment in full of the compensation described in paragraph 2 of this Agreement as to all such parties.

4. Representations, Warranties and Covenants of Placement Agent.

Placement Agent represents warrants and covenants as follows:

(i)Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby.

(ii)The execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which Placement Agent is a party or by which Placement Agent is bound, or any judgment, decree, order or, to Placement Agent’s knowledge, any statute, rule or regulation applicable to Placement Agent. This Agreement constitutes the legal, valid and binding obligation of Placement Agent, enforceable against Placement Agent in accordance with its terms, except to the extent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general principles of equity, or (c) the provisions hereof may be held to be violative of public policy.

(iii)Placement Agent will deliver to each Accredited Investor, prior to any submission to such person of a written offer relating to the purchase of the Common Stock, a copy of the Transaction Documents, as it may have been most recently amended or supplemented by the Company. Placement Agent agrees not to engage in any activities in connection with the Offering in any state (i) in which the Offering is not qualified for sale or exempt from qualification under the applicable securities or blue sky laws thereof; (ii) in which Placement Agent or its agents may not lawfully so engage, or (iii) in which it or its agents are not a registered broker-dealer.

3

(iv)Upon receipt of all executed Transaction Documents, Placement Agent will promptly forward copies of same to the Company.

(v)Placement Agent will not deliver the Transaction Documents to any person it does not reasonably believe to be an Accredited Investor, and will offer and sell the Securities only to Accredited Investors as that term is defined if Rule 501 (a) promulgated under the Securities Act. Further, Placement Agent will not make any representations on behalf of the Company to any prospective purchasers of any material fact not contained in the Transaction Documents, and will provide Company’s counsel with copies of all agreements with any of its broker-dealer agents assisting Placement Agent in the Offering.

(vi)Placement Agent will not take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”).

(vii)Placement Agent shall use all reasonable efforts to determine (a) whether any prospective purchaser is an Accredited Investor; and (b) that any information furnished by a prospective investor is true and accurate, provided that for this purpose the Placement Agent shall conclusively be entitled to rely upon an executed Investor Questionnaire in the form accompanying the Securities Purchase Agreement by a subscriber. Placement Agent shall have no obligation to insure that any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the subscriber in accordance with its terms.

(viii)Placement Agent and the other broker-dealers that Placement Agent elects to act as its agents for this Placement are and at all times during the Offering Period will remain members in good standing of FINRA and be and remain broker-dealers registered as such under the Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by Placement Agent and its agents, unless an exemption for such state registration is available to Placement Agent or its agents. Placement Agent and its agents are in compliance with all material rules and regulations applicable to Placement Agent and its agents generally and to Placement Agent’s and its agent’s participation in the Offering.

(ix)Placement Agent acknowledges that the Company is a public reporting issuer and, as such, is subject to a broad range of U.S. federal securities laws including, without limitation, prohibitions against selective disclosure of material, non-public information pursuant to Regulation FD. Placement Agent understands and agrees that the Company is relying on Placement Agent’s acknowledgement herein with respect to the confidential treatment by Placement Agent and its agents of the Transaction Documents and all of the information set forth therein and which Placement Agent otherwise may obtain from the Company and its affiliates, employees, advisors and agents.

5. Representations, Warranties and Covenants of the Company.

The Company represents, warrants and covenants as follows:

4

(i)The execution, delivery and performance of each of this Agreement, the Transaction Documents and the Escrow Agreement has been or will be duly and validly authorized by the Company and is, or with respect to the Securities Purchase Agreement, will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity; or (c) the indemnification provisions hereof or thereof may be held to be violative of public policy. The issuance, sale and delivery by the Company of the Securities have been or will be prior to the Closing duly authorized by all requisite corporate action of the Company and, when issued and paid for in accordance with this Agreement and the Transaction Documents, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally; and (b) the enforceability thereof is subject to general principles of equity.

(ii)All issued and outstanding securities of the Company have been duly authorized and validly issued, fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being security holders; and none of such securities was issued in violation of the preemptive rights of any holders of any security of the Company. The Company as of March 27, 2008 has 500,000,000 shares of authorized Common Stock, 84,672,679 shares of which are issued and outstanding, and 1,000,000 shares of authorized Preferred Stock, none of which are outstanding.

(iii)Except as set forth in the Transaction Documents, the Company’s SEC filings or Exhibit A attached hereto, there are: (a) no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements pursuant to which the Company is or may become obligated to issue, sell or repurchase any securities of the Company; (b) no restrictions on the transfer of the Company’s capital stock imposed by the Company’s Certificate of Incorporation or By-laws or any agreement to which the Company is a party, any order of any court or any governmental agency to which the Company is subject or any statute other than those imposed by relevant state and federal securities laws; (c) no cumulative voting or preemptive rights for any of the Company’s capital stock; (d) no registration rights under the Securities Act with respect to the Company’s capital stock; (e) no anti-dilution adjustment provisions or similar rights with respect to the outstanding securities of the Company will be triggered by the issuance of the Securities; (f) no voting trusts or agreements, shareholders agreements, pledge agreements, buy-sell, rights of first offer, negotiation or refusal or proxies or similar arrangements relating to any securities of the Company to which the Company is a party; and (g) to the best of the Company’s knowledge, no options or other rights to purchase securities from its shareholders granted by such shareholders. The Company has, or shall have at the time of issuance, good and marketable title to, all the Securities contemplated in the Offering (including the Common Stock, Warrants and Placement Agent Warrants) free and clear of all liens, encumbrances, claims, security interests and defects of any nature whatsoever, except as may be specifically set forth in the Transaction Documents.

(iv)The Securities and the Placement Agent Warrants, when issued in accordance with the terms of the Securities Purchase Agreement and the terms of this Agreement, as the case may be, will be validly issued, fully-paid and non-assessable. Upon exercise of the Placement Agent Warrants in accordance with the terms thereof, the shares of Common Stock underlying the Placement Agent Warrants will be validly issued, fully-paid and non-assessable. Upon exercise of the Warrants in accordance with the terms thereof, the shares of Common Stock underlying the Warrants will be validly issued, fully-paid and non-assessable. The holders of the Securities will not be subject to personal liability under the Company’s Certificate of Incorporation or By-laws or the laws of the State of Nevada solely by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holder of any security of the Company.

5

(v)There is no litigation or governmental proceeding pending or, to the best of the Company’s knowledge, threatened against, or involving the Company or its properties or business, except as set forth in the Transaction Documents or the Company’s SEC filings. The Company is not a party to any order, writ, injunction, judgment or decree of any court.

(vi)The Company is duly organized and validly exists as a corporation in good standing under its respective jurisdiction of incorporation. Except as set forth in the Transaction Documents or the Company’s SEC filings, the Company does not own or control, directly or indirectly, an interest in any other corporation, partnership, trust, joint venture or other business entity. The Company is duly qualified or licensed and in good standing as a foreign corporation in each jurisdiction in which the character of its operations requires such qualification or licensing and where failure to so qualify would have a material adverse effect on the Company. The Company has all requisite corporate power and authority, and all material and necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (domestic and foreign) to conduct its businesses (and proposed business) as described in the Transaction Documents, and the Company is doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all foreign, federal, state and local laws, rules and regulations concerning the business in which it is engaged, except where failure to so comply would not have a material adverse effect on the Company. Any disclosures in the Transaction Documents concerning the effects of foreign, federal, state and local regulation on the Company’s business as currently conducted and as contemplated are correct in all material respects and do not omit to state a material fact. The Company has all corporate power and authority to enter into this Agreement, the Transaction Documents and all agreements related to the Offering and to carry out the provisions and conditions hereof and thereof and to issue, sell and deliver the Securities. No consents, authorizations, approvals, or orders of, or registration, qualification, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection herewith and therewith or to issue, sell and deliver the Securities, other than registration or qualification, or taking such action to secure exemption from such registration or qualification of the Securities under applicable state or federal securities laws, which actions have been taken by the Company or will be taken by the Company prior to the Closing.

(vii)There has been no material adverse change in the condition or prospects of the Company, financial or otherwise, from that on the latest dates as of which such condition or prospects, respectively, are set forth in the Transaction Documents and the most recent SEC filings, and the outstanding debt and the business of the Company conforms in all material respects to the descriptions thereof contained in the Transaction Documents and/or the Company’s SEC filings.

(viii)The Company is not in breach of, or in default under, any term or provision of any indenture, mortgage, deed of trust, lease, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which it is a party or by which it or any of its properties may be bound. The Company is not in violation of any provision of its charter or Bylaws or in violation of any franchise, license, permit, judgment, decree or order, or in violation of any statute, rule or regulation. Neither the execution and delivery of this Agreement and the Securities Purchase Agreement, nor the issuance and sale or delivery of the Securities, nor the consummation of any of the transactions contemplated herein or in the Securities Purchase Agreement, nor the compliance by the Company with the terms and provisions hereof or thereof, has conflicted with or will conflict with, or has resulted in or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company may be bound or to which any of the property or assets of the Company is subject except where such default, lien, charge or encumbrance would not have a material adverse effect on the Company; nor will such action result in any violation of the provisions of the charter or the By-laws of the Company, any statute, order, rule or regulation applicable to the Company of any court or of any foreign, federal, state or other regulatory authority or other government body having jurisdiction over the Company.

6

(ix)The Securities and the Securities Purchase Agreement conform in all material respects to all statements in relation thereto contained in the Transaction Documents and/or the Company’s SEC filings.

(x)Subsequent to the dates as of which information is given in the Transaction Documents and the Company’s filings with the SEC, and except as may otherwise be indicated or contemplated herein or therein, the Company has not (a) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, (b) entered into any transaction other than in the ordinary course of business or (c) declared or paid any dividend or authorized or made any other distribution on or in respect of its capital stock.

(xi)Neither the Company nor any of its officers, directors, employees or stockholders has employed any broker or finder in connection with the transactions contemplated by this Agreement other than Placement Agent and there are no claims for services in the nature of a finder’s or origination fee with respect to the sale of the Securities.

(xii)The Company owns or possess, free and clear of all liens or encumbrances and rights thereto or therein by third parties, the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses necessary to conduct its business (including, without limitation, any such licenses or rights described in the Transaction Documents and the Company’s filings with the SEC, as being owned or possessed by the Company) and there is no claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the rights of the Company with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses used in the conduct of the Company’s businesses (including, without limitation, any such licenses or rights described in the Transaction Documents and the Company’s filings with the SEC as being owned or possessed by the Company) except any claim or action that would not have a material adverse effect on the Company; to the best of the Company’s knowledge, the Company’s current products, services or processes do not infringe or will not infringe on the patents currently held by any third party.

(xiii)The Company is not under any obligation to pay royalties or fees of any kind whatsoever to any third party with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications, licenses or technology it has developed, uses, employs or intends to use or employ, other than to their respective licensors.

(xiv)Subject to the performance by Placement Agent of its obligations hereunder, and the accuracy of the representations and warranties made by the respective investors in the Securities Purchase Agreements, the Transaction Documents and the offer and sale of the Securities comply, and will continue to comply, through the Offering Period in all material respects with the requirements of Rule 506 of Regulation D promulgated by the Commission pursuant to the Securities Act and any other applicable federal and state laws, rules, regulations and executive orders. Neither the Transaction Documents nor any amendment or supplement thereto nor any other documents prepared by the Company in connection with the Offering (collectively, the “Offering Documents”) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All statements of material facts in the Offering Documents are true and correct as of the date of the Offering Documents, or as of the respective dates of documents referred to therein, and will be true and correct in all material respects on the date of each Closing. If at any time prior to the completion of the Offering or other termination of this Agreement any event shall occur as a result of which it might become necessary to amend or supplement the Offering Documents so that they do not include any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then existing, not misleading, the Company will promptly notify Placement Agent and will supply Placement Agent with amendments or supplements correcting such statement or omission.

7

(xv)All taxes which are due and payable from the Company have been paid in full and the Company does not have any tax deficiency or claim outstanding assessed or proposed against it, whether or not liquidated to a sum certain.

(xvi)The financial information of the Company included in the Company’s filings with the SEC accurately presents the financial position of the Company on the respective dates thereof.

(xvii)Neither the Company nor any of its respective officers, directors, employees or agents, nor any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who is or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) which (A) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, or (B) if not given in the past, might have had a materially adverse effect on the assets, business or operations of the Company as reflected in any of the financial statements contained in the Company’s filings with the SEC, or (C) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company in the future.

(xviii)Assuming (i) the accuracy of the information provided by the respective investors in the Securities Purchase Agreements and (ii) that the Placement Agent has complied in all material respects with its obligations under this Agreement and the provisions of Regulation D promulgated under the Securities Act, the offer and sale of the Common Stock pursuant to the terms of the Transaction Documents are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder.

(xix)When the Common Stock, Warrants and Placement Agent Warrants shall have been duly delivered to each acquiring person or entity (including the Placement Agent) and payment shall have been made therefor, the acquiring person or entity (including the Placement Agent) shall have good and marketable title to the Common Stock, Warrants and Placement Agent Warrants, as the case may be, free and clear of all liens, encumbrances, claims, security interests and defects of any nature whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable federal and state securities laws) and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

(xx)The Company understands and agrees that the foregoing representations and warranties shall conclusively be deemed material and conclusively deemed relied upon by Placement Agent. No representation or warranty by the Company in this Agreement, and no written statement contained in any document, certificate or other writing delivered by the Company to Placement Agent contains any untrue statement of material fact or omits to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

8

(xxi)Upon receipt of an executed Securities Purchase Agreement, the Company will promptly forward copies of the Securities Purchase Agreement to the Placement Agent if received directly by Company from any prospective investors.

(xxii)The Company will not deliver the Transaction Documents to any person it does not reasonably believe to be an Accredited Investor.

(xxiii)The Company will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, Exchange Act, or the Rules and Regulations.

(xxiv)The Company is in compliance, to the extent applicable, with all reporting obligations under Section 12(g) of the Exchange Act. The Common Stock is quoted on the Over-the-Counter Market; and the Company has filed all documents required to be filed pursuant to all reporting obligations, under either Section 13(a) or 15(d) of the Exchange Act, since May 11, 1999. None of the Company’s filings with the Commission since November 30, 2004 contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Company has, since November 30, 2004, timely filed all requisite forms, report and exhibits thereto with the Commission; and all reports and forms filed subsequent thereto by the Company with the Commission, no such reports contained any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

6. Certain Covenants and Agreements of the Company.

The Company covenants and agrees at its expense, and without any expense to Placement Agent, as follows:

A.To advise Placement Agent of any adverse change in the Company’s financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Transaction Documents occurring at any time prior to a Closing as soon as reasonably practicable after the Company is either informed or becomes aware thereof.

B.To use its best efforts to cause the Securities to be qualified or registered for sale, or to obtain exemptions from such qualification or registration requirements, on terms consistent with those stated in the Transaction Documents, the Common Stock, Warrants and the Placement Agent Warrants under the securities laws of such jurisdictions as Placement Agent shall reasonably request, provided that such states and jurisdictions do not require the Company to qualify as a foreign corporation. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. The Company’s counsel shall perform the required “Blue Sky” services, and all reasonable expenses and disbursements of the Company’s counsel relating to such “Blue Sky” matters and relating to the Offering shall be paid by the Company.

C.To use the net proceeds of the Offering to fund the Company’s general working capital needs, including the ongoing development and marketing of the Company’s products. Pending utilization, the net proceeds will be invested in short-term, interest bearing investments, certificates of deposit or guaranteed United States government obligations.

9

D.To comply with the terms of the Securities Purchase Agreement, Common Stock, Warrants and Placement Agent Warrants, including, without limitation, the registration rights provisions thereof.

E.Neither the Company nor any of their respective officers, directors, stockholders or affiliates (within the meaning of the Rules and Regulations) will take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company.

F.To issue to Placement Agent or its designees, at the Closing, the Placement Agent Warrants exercisable for a period of seven years commencing on the date of issuance and terminating on the seventh anniversary of the final Closing as evidenced by a Placement Agent Warrant of the Company executed and delivered to Placement Agent on the date of such Closing which shall provide for registration by the Company of the Placement Agent Shares.

G.To keep available out of its authorized and designated Common Stock, solely for the purpose of issuance upon the exercise or conversion of the Warrants and Placement Agent Warrants such number of shares of Common Stock, as shall then be issuable upon the exercise of all outstanding Warrants and Placement Agent Warrants.

7. Indemnification.

The Company agrees to indemnify and hold harmless Placement Agent, its affiliates, the directors, officers, members, agents, employees and associated persons of Placement Agent and its affiliates, and each other person or entity, if any, controlling Placement Agent or any of its affiliates (collectively, “Indemnified Persons”), from and against, any losses, claims, damages, verdicts, judgments, awards, settlements and any and all other liabilities and expenses (including reasonable counsel fees and expenses, and costs of investigation) (collectively, the “Losses”) relating to or arising out of any complaint, action claim, proceeding, or investigation by any private person or entity, governmental or regulatory authority, or any self-regulatory body (collectively, “Action”), brought by or against any person, including but limited to, stockholders of the Company, (A) related to or arising out of (i) the Company’s action or failure to act, (ii) any statements or omissions made in any disclosure or other information or materials used in connection with the transaction(s) described in or contemplated by this Placement Agent Agreement (collectively, the “Transactions”) (iii) the services, commitment and/or other obligations undertaken or performed by Placement Agent arising out of this Placement Agent Agreement (collectively, “Placement Agent’s Role”), or (iii) the action or failure to act by an Indemnified Person with the Company’s consent or in reliance on the Company’s action or failure to act or (B) otherwise related to or arising out of the Transactions or Placement Agent’s Role, or any other matter referred to in this Placement Agent Agreement agreement, except that this clause (B) shall not apply to the Losses of an Indemnified Person that are determined by a court of competent jurisdiction in a final judgment not subject to appeal to have resulted from the bad faith or gross negligence of such Indemnified Person. If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless, the Company agrees to contribute to the Losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, any affiliate of the Company and any guarantor of the Company’s obligations hereunder or in the Transactions and any of their securityholders, on the one hand, and any guarantor of the Company’s obligations hereunder or in the Transaction(s) to which such indemnification relates or would have related or, if such allocation is judicially determined by a court of competent jurisdiction in a final judgment not subject to appeal to be unavailable or if it is insufficient to hold an Indemnified Person harmless in such proportion as is appropriate to reflect not only such relative benefits, but also other equitable consideration such as the relative fault of the Company or any such affiliate or guarantor, on the one hand, and of Placement Agent, on the other hand; provided, however, that the Company shall be responsible for all Losses which in the aggregate are in excess of the amount of all fees actually received by Placement Agent from the Company in connection with Placement Agent’s Role as to such Transaction(s) to which such indemnification relates or would have related shall be deemed to be in the same proportion as (i) the total gross proceeds (before costs, expenses and placement compensation) received, or the total value paid or proposed to be paid or received or proposed to be received, in each case by or on behalf of the Company, each such affiliate, each such guarantor and their securityholders, as the case may be, pursuant to such Transaction(s), whether or not consummated, bears to (ii) all fees paid or proposed to be paid to Placement Agent by the Company in connection with Placement Agent’s Role as to such Transaction(s). Notwithstanding anything to the contrary herein, the Company agrees that no Indemnified Person shall have any liability to the Company or its owners, parents, affiliates, directors, officers, agents, servants, security holders and/or creditors for, any Losses of the Company.

10

The Company will reimburse each Indemnified Person for all expenses (including fees and disbursements of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing for or defending any Action (or enforcing this letter agreement or any related engagement agreement), whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party, and whether or not such Action is brought by Placement Agent. The Company agrees that it will not settle or compromise or consent to the entry of any judgment in any pending or threatened Action in respect of which indemnification may be sought hereunder (whether or not an Indemnified Person is a party therein) unless the Company has given Placement Agent reasonable prior written notice thereof and obtained an unconditional release of each Indemnified Person from all liability arising therefrom.

The Company’s reimbursement, indemnity and contribution obligations hereunder shall be in addition to any liability that it may otherwise have, and shall insure to the benefit of any successors, assigns, heirs and representatives of any Indemnified Person. , The Company hereby consents to personal jurisdiction and venue in any court in which any Action is brought. In the event that an arbitration is commenced against an Indemnified Person in which a claim is asserted that relates to or arises out of any of the matters referred to in clause (A) or (B) of the first sentence of this Section 6, the Company agrees to arbitration of any claims Indemnified Persons may have against the Company pursuant to this letter agreement under the same rules as, and under the auspices of the same organization as, the arbitration in which the claim is asserted against the Indemnified Person. The Company acknowledges that, in connection with Placement Agent’s Role, Placement Agent is acting as an independent contractor with duties owing solely to Placement Agent. The provisions of this Section 6 shall survive any termination of the letter agreement or completion of the Transaction or Placement Agent’s Role. PLACEMENT AGENT HEREBY AGREES AND THE COMPANY HEREBY AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SECURITYHOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF PLACEMENT AGENT’S ROLE OR THIS PLACEMENT AGENT AGREEMENT.

8. Conditions of the Closing.

The Closing shall be held at the offices of the Company’s counsel or such other place as determined by the Company. The obligations of Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the date of the Closing as if such representations and warranties had been made on and as of such Closing; the accuracy on and as of the date of each Closing of the representations, warranties and covenants of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of each Closing of its covenants and obligations hereunder and to the following further conditions:

11

A.At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Transaction Documents and/or the Company’s SEC filings; (ii) there shall have been no material transaction, not in the ordinary course of business, entered into by the Company which has not been disclosed as having taken place or being contemplated in the Transaction Documents or to Placement Agent in writing; (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Transaction Documents or the Company’s filings with the SEC, the Company shall not have issued any securities (other than those set forth in the Transaction Documents or pursuant to the exercise of outstanding warrants or options) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise); (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except with respect to assets in the normal course of business and as indicated in the Transaction Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Transaction Documents.

B.The Offering will become qualified or be exempt from qualification under the securities laws of the several states as contemplated by Section 5(B) no later than the date of the Closing and no stop order suspending the sale of the Common Stock shall have been issued, and no proceedings for that purpose shall have been initiated or threatened.

C.At the Closing, Placement Agent shall have received a certificate of the Company signed by its chief executive officer and chief financial officer, dated as of the date of the Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the date of the Closing, the representations and warranties of the Company set forth herein are true and correct.

D.At the Closing, or within three (3) business days thereafter, the Company shall have duly executed and delivered the appropriate number and designation of Common Stock to the respective holders thereof.

E.At the Closing or within three (3) business days thereafter, the Company shall have executed and delivered the appropriate number of Warrants to the respective holders thereof.

F.At the Closing, the Company shall duly and validly issue the Placement Agent Warrants in accordance with the terms hereof and shall pay the Placement Agent compensation provided in Section 2(B).

9. Termination.

This Agreement shall terminate if a Closing does not take place on or before the expiration of the Offering Period or as soon thereafter as the funds received from subscriptions have cleared the banking system in the normal course of business. Upon any termination of the Offering, all subscription documents and payments for the Securities not previously delivered to the purchasers thereof, shall be returned to the respective subscribers, without interest thereon or deduction therefrom, and neither party hereto shall have any further obligation to each other, except as specifically provided herein

12

10. Miscellaneous.

A.This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all which shall be deemed to be one and the same instrument. Facsimile signatures shall suffice in lieu of originals.

B.Any notice required or permitted to be given hereunder shall be given in writing and shall be deemed effective when deposited in the United States mail, postage prepaid, or when received if personally delivered, sent by overnight courier or faxed, addressed as follows:

To Placement Agent:

EKN Financial Services, Inc.

44 Wall Street - 10^th Floor

New York, NY 10005

Fax: (212) 785-3416

Attention: Peter N. Christos

with a copy to:

EKN Financial Services, Inc.

135 Crossways Park Drive

Woodbury, NY 11797

Fax: (516) 369-1289

Attention: Glen Stifelman

To the Company:

Smart Energy Solutions, Inc.

210 West Parkway

Pompton Plains, NJ 07444

Fax: (973) 248-8088

Attention: Ed Braniff

with a copy to:

David Lubin & Associates

26 East Hawthorne Avenue

Valley Stream, NY 11580

Fax: (516) 887-8250

Attn: David Lubin, Esq.

or to such other address of which written notice is given to the others.

C.In addition to the Company, the Placement Agent shall have the exclusive right to publish a tombstone advertisement following the final closing of the Offering and to use it from time to time, in its marketing materials.

13

D.This Placement Agent Agreement was, and shall be deemed to have been, executed in the State of New York, and shall be governed by, and construed in all respects under, the laws of the State of New York, without regard to its conflict of laws rules or principles. Any suit, action, proceeding or litigation arising out of or relating to this Agreement shall only be brought and prosecuted in any New York State court sitting in the County of New York and any Federal court sitting in the Southern District of the State of New York. The parties hereby irrevocably and unconditionally consent to the jurisdiction of each such court or courts located within the State of New York and to service of process by registered or certified mail, return receipt requested, or by any other manner provided by applicable law, and hereby irrevocably and unconditionally waive any right to claim that any suit, action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

E.This Agreement and the other agreements referenced herein contain the entire understanding between the parties hereto and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought. Any and all other or prior agreements between the parties are hereby merged in and subsumed by this Placement Agent Agreement.

F.If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

G.The representations and warranties of the parties hereto as contained in this Agreement shall survive the closing of the Offering.

H. This Placement Agent Agreement has been mutually drafted by the parties, and in the case of any dispute or disagreement arising out of any of the terms hereof, or language contained herein, neither party shall be entitled to a presumption against the other as the party causing this Placement Agent Agreement to be drafted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EKN Financial Services, Inc.
By:	/s/ Peter N. Christos
	Name: Peter N. Christos
	Title: Director of Investment Banking

AGREED TO AND ACCEPTED

THIS 4 DAY OF April 2008:

Smart Energy Solutions, Inc.

By:      /s/ Edward Braniff       

Name: Edward Braniff

Title: Chief Financial Officer

14

Exhibit A

In addition to the relevant information disclosed in the Company’s filings with the Securities and Exchange Commission, the Company has:

1. granted piggyback registration rights with respect to 2,600,000 units, each consisting of one share of common stock and one warrant, which were issued during the first quarter of 2008;

2. 37,029,528 shares of outstanding common stock that are subject to lock-up agreements, which expire on June 4, 2008; and

3. granted certain registration rights and the right to appoint 40% of the Company’s directors to Aharon Y. Levinas, pursuant to the asset purchase agreement, dated March 23, 2005, between the Company and Mr. Levinas.

In addition, the Company has the warrants and options listed on the spread sheet below outstanding as of the date of this Placement Agent Agreement.

March 27, 2007	Stock Price		Common Stock Equivalents		Warrants & Options, etc.		Fully Diluted Basis		Paid in Capital
Preferred Stock Outstanding(1)				0		0		0		0
Common Stock Outstanding				84,622,679				84,622,679		5,279,572
Common Stock Purchase Warrants(2)	$	0.45				5,555,555		5,555,555		2,500,000
Common Stock Purchase Warrants(3)	$	0.75				13,740,000		13,740,000		10,305,000
Common Stock Purchase Warrants(4)	$	0.75				1,150,000		1,150,000		862,500
Common Stock Purchase Warrants(5)	$	0.40				2,600,000		2,600,000
Employee/Consultants Common Stock Options(6)				13,134,183				13,134,183		132,687
Total				97,756,862		23,045,555		120,802,417		19,079,759
Notes:
(1) Authorized 1,000,000 shares
(2) Expire September 2008
(3) Expire September 2008
(4) Expire June 2009
(5) Expire January 2010
(6) Exercise prices as follows: 25,000 ($0.75); 4,247,183 ($0.45); 540,000 ($0.35); 50,000 ($0.30); 4,622,000 ($0.15); 1,000,000 ($0.05); 2,650,000 ($0.00)
(7) The Company has (3) convertible notes of $500,000 each (annual interest of 15%/15%/12%) due in May, June and September of 2008.
The holder of the convertible notes has agreed to extend all notes (at the same interest rates) by one year from their respective due dates, without payment of any additional consideration.
The conversion price shall be equal to 95% of the average of the last bid and ask price of the common stock as quoted on the
Over-The-Counter-Bulletin Board or such other exchange where the common stock is quoted or listed for the five trading days prior to conversion.

15

EX-10.39

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of April ___, 2008 among Smart Energy Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1Subscription. The Purchaser, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock (hereafter defined) and Warrants set forth on the signature page hereof in a transaction exempt from the registration requirements of the Securities Act. The Purchaser understands that the shares of Common Stock and Warrants are being sold in connection with an offering (the “Offering”) by the Company of $4,000,000 (the “Offering Amount”).

The Offering shall consist of the following:

(1) Common Stock (a “Purchased Share”); and

(2) one common stock purchase warrant for each four (4) Purchased Shares, as further described in the Warrant Agreement attached hereto as Exhibit A, each Warrant entitling the Purchaser to purchase one share of common stock at a price per share equal to one hundred percent (100%) of the Purchase Price of the Common Stock sold in the Offering, expiring five years after the issue date thereof (a “Warrant”).

For purposes of this Agreement, (i) “Common Stock” means the common stock of the Company; (ii) “Securities” means the Purchased Shares, the Warrant and the Warrant Shares; and (iii) “Warrant Share” means a share of Common Stock issuable upon exercise of a Warrant.

1.2Purchase of Common Stock. The Purchaser understands and acknowledges that the purchase price (the “Purchase Price”) to be remitted to the Company in exchange for the shares of Common Stock shall be calculated as a forty percent (40%) discount to the average closing price of the Common Stock as quoted on the over-the-counter market under the symbol “SMGY” fifteen (15) consecutive trading days prior to the closing. The Company shall deliver the Purchased Shares and the Warrants to the Purchaser promptly after the acceptance of this Agreement by the Company as provided in Section 2.1 below.

ARTICLE II

ESCROW; CLOSING

2.1Escrow. The Purchaser agrees that prior to receipt and acceptance of the Offering Amount, the Purchase Price will be deposited in an escrow account with Capital One Bank, 24-02A Fairlawn Avenue, Fair Lawn, NJ 07410 (the “Escrow Agent”). In the event that the Offering Amount is not received prior to April 30, 2008, unless the Company and Placement Agent mutually agree to extend the Offering up and through May 31, 2008, the termination date of this Offering, this Agreement and any other agreements entered into between the Purchaser and the Company shall thereafter have no force and effect and the Company will cause the return of the deposited Purchase Price to the Purchaser without interest. If the amount of accepted subscription funds held in escrow equals or exceeds the Offering Amount prior to such date, the initial closing of this Offering may occur and pursuant to the terms of the Escrow Agreement, which is attached hereto as Exhibit B, the Company shall instruct the Escrow Agent to release all the accepted Purchase Prices in escrow to the Company. Subsequently, prior to the termination of the Offering, any further accepted Purchase Prices up to the Offering Amount received by the Escrow Agent will be released by a similar instruction in one or a number of subsequent closings, including a closing at the effective time of the termination of this Offering.

If the Company accepts all or a portion of the Purchaser’s subscription, the Purchaser agrees that at such time this Agreement shall become effective with respect to the Company and the Purchaser, and the Company will promptly deliver to the Purchaser an executed copy of this Agreement, a stock certificate representing the Purchased Shares and a Warrant.

2.2Payment. Payment for the Common Stock purchased hereunder can be made by (1) a personal check, cashier’s check or money order, or (2) electronic fund transfer (bank wire).

If submitting payment by a personal check, cashier’s check or money order, payment shall be made payable to "Capital One Bank as Escrow Agent for Smart Energy Solutions, Inc.".

-2-

If submitting payment by electronic fund transfer (bank wire), payment shall be made to the Escrow Agent as follows:

Capital One Bank

24-02A Fairlawn Avenue

Fair Lawn, NJ 07410

Fax: (201) 794-9015

Phone: (201) 794-7220

ABA: 021407912

SWIFT: NFBKUS33

ACH: 021407912 7057055574

Master Escrow Account: 7057055574

Account name: Capital One Bank as Escrow Agent for Smart Energy Solutions, Inc.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

3.1Representations and Warranties of Purchaser.

The Purchaser hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a)Investment Intent. The Purchaser is acquiring the Securities for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Securities or any portion thereof. Further, the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Purchased Shares and Warrants for which the Purchaser is subscribing or any part of the Securities.

(b)Authority. The Purchaser has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, and this Agreement constitutes a valid and legally binding obligation of the Purchaser.

(c)No General Solicitation. The Purchaser is not subscribing for the Purchased Shares and Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any solicitation of a subscription by a person previously not known to the Purchaser in connection with investment securities generally.

(d)No Obligation to Register Shares. The Purchaser understands that, except as set forth in the Registration Rights Agreement which is attached hereto as Exhibit C, the Company is under no obligation to register the Securities under the Securities Act, or to assist the Purchaser in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

-3-

(e)Investment Experience. The Purchaser is (i) experienced in making investments of the kind described in this Agreement and the related documents, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iii) able to afford the entire loss of its investment in the Securities.

(f)Exemption from Registration. The Purchaser acknowledges his understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the Purchaser made herein, the Purchaser further represents and warrants to and agrees with the Company and its affiliates as follows:

(i) The Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Purchaser has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Purchaser does not have any such intention;

(ii) The Purchaser has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;

(iii) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities; and

(iv) The Purchaser has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

(g)Economic Considerations. The Purchaser is not relying on the Company, or its affiliates or agents or any placement agent with respect to economic considerations involved in this investment. The Purchaser has relied solely on its own advisors.

-4-

(h)No Other Company Representations. No representations or warranties have been made to the Purchaser by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Purchaser is not relying upon any representations other than those contained herein.

(i) Resales; Legend. Any resale of the Securities shall only be made in compliance with exemptions from registration afforded by the Securities Act and the rules and regulations promulgated thereunder. The Purchaser will not offer to sell or sell the Securities in any jurisdiction unless the Purchaser obtains all required consents, if any. Certificates evidencing the Securities may bear the following legend, including without limitation, any legend required by the laws of the jurisdiction in which the Purchaser resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Act:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT.”

(j)Applicability of Exemption. The Purchaser understands that the Securities are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation D promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Securities.

(k)Accredited Investor. The Purchaser is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3).

(l)Potential Loss of Investment. The Purchaser understands that an investment in the Securities is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

(m)Investment Commitment. The Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser's net worth, and an investment in the Securities will not cause such overall commitment to become excessive.

-5-

(n)Receipt of Information. The Purchaser has received all documents, records, books and other information pertaining to the Purchaser’s investment in the Company that has been requested by the Purchaser. The Purchaser has reviewed all reports and other documents filed by the Company with the SEC (the “SEC Documents”), including without limitation, the risk factors disclosed in the SEC Documents.

(o)Investor Questionnaire. The Purchaser represents and warrants to the Company that all information that the Purchaser has provided to the Company, including, without limitation, the information in the Investor Questionnaire provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.

(p)No Reliance. Other than as set forth herein, the Purchaser is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company or any placement agent in determining to invest in the Securities. The Purchaser has consulted, to the extent deemed appropriate by the Purchaser, with the Purchaser’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Securities and on that basis believes that his investment in the Securities is suitable and appropriate for the Purchaser.

(q)No Governmental Review. The Purchaser is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Securities or the Company, or (iii) guaranteed or insured any investment in the Securities or any investment made by the Company.

(r)Price of Securities. The Purchaser understands that the price of the Securities offered hereby bear no relation to the assets, book value or net worth of the Company and were determined arbitrarily by the Company. The Purchaser further understands that there is a substantial risk of further dilution on the Purchaser’s investment in the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1 Representations and Warranties of the Company.

The Company represents and warrants to the Purchaser as follows:

(a)Organization of the Company. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

-6-

(b)Authority. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the shares of Common Stock, the Warrants and the Warrant Shares; (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required; and (iii) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

(c)Exemption from Registration; Valid Issuances. The sale and issuance of the Securities, in accordance with the terms and on the basis of the representations and warranties of the Purchaser set forth herein, may and shall be properly issued by the Company to the Purchaser. When issued and paid for as herein provided, the Securities shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Securities pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Securities or any of the assets of the Company, or (ii) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Securities shall not subject the Purchaser to personal liability by reason of the ownership thereof.

(d)No General Solicitation or Advertising in Regard to this Transaction. Neither the Company nor any of its affiliates nor any person acting on its or their behalf has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to the Securities.

(e)SEC Documents. To the best of Company's knowledge, the Company has not provided to the Purchaser any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

-7-

ARTICLE V

MISCELLANEOUS

5.1Indemnity. The Purchaser agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any other document furnished by the Purchaser in connection with this transaction.

5.2Modification. Neither this Agreement nor any provision hereof shall be modified, discharged or terminated except by an instrument in writing signed by the Company.

5.3Notices. Any notice, demand or other communication which a party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as indicated on the signature page hereof, or (b) delivered personally at such address.

5.4Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.5Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the Purchaser is more than one person, the obligation of the Purchaser shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

-8-

5.6Entire Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

5.7Assignability. This Agreement is not transferable or assignable by the Purchaser, and any such attempted assignment shall be null and void and of no force or effect.

5.8Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles.

5.9Pronouns. The use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

[Remainder of Page Intentionally Omitted; Signature Pages to Follow]

-9-

IN WITNESS WHEREOF, the Purchaser has executed this Securities Purchase Agreement on the day of ________, 2008.

Amount of Investment:

$_____________________

INDIVIDUAL INVESTOR:

______________________

Name:

Address:

Social Security Number: ___________

PARTNERSHIP, CORPORATION, TRUST,

CUSTODIAL ACCOUNT, OTHER INVESTOR

___________________________

(Print Name of Entity)

By:__________________

Name:

Title:

Address:

Taxpayer Identification Number:_____________

-10-

ACCEPTANCE OF SUBSCRIPTION

(to be filed out only by the Company)

The Company hereby accepts the above application for subscription for Common Stock and Warrants on behalf of the Company.

SMART ENERGY SOLUTIONS, INC.

Dated: ____________ ___, 2008 By:______________________________ Name: Title:

-11-

SMART ENERGY SOLUTIONS, INC.

INVESTOR QUESTIONNAIRE

A.	General Information
1.	Print Full Name of Investor:	Individual:
		____________________________________
		First, Middle, Last
		Partnership, Corporation, Trust, Custodial Account, Other:
		____________________________________
		Name of Entity
2.	Address for Notices:	____________________________________
		____________________________________
		____________________________________
3.	Name of Primary Contact Person: Title:	____________________________________
4.	Telephone Number:	____________________________________
5.	E-Mail Address:	____________________________________
6.	Facsimile Number:	____________________________________
7.	Permanent Address: (if different from Address for Notices above)	____________________________________

-12-

8.	Authorized Signatory: Title:	____________________________________ ____________________________________
	Telephone Number:	____________________________________
	Facsimile Number:	____________________________________
9.	U.S. Investors Only: U.S. Taxpayer Identification or Social Security Number:	____________________________________

B.Accredited Investor Status

The Investor represents and warrants that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has checked the box or boxes below which are next to the categories under which the Investor qualifies as an accredited investor:

FOR INDIVIDUALS:
o	A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities.
o	A natural person with individual income (without including any income of the Investor’s spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.

-13-

FOR ENTITIES:
o	A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
o	An insurance company as defined in Section 2(13) of the Securities Act.
o	A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
o	An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
o	A business development company as defined in Section 2(a)(48) of the Investment Company Act.
o	A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
o	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
o	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares of Common Stock, with total assets in excess of $5 million.
o	A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the shares of Common Stock, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the purchase of the shares of Common Stock.
o	An employee benefit plan within the meaning of ERISA if the decision to invest in the shares of Common Stock is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
o	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5 million.

o An entity, including a grantor trust, in which all of the equity owners are accredited investors as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the grantor of a grantor trust is an equity owner).

-14-

C.Supplemental Data for Entities

1.If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.): _________________________

Jurisdiction of organization: ________________________________________________

2. Was the Investor organized for the specific purpose of acquiring the shares of Common Stock?

o Yes o No

3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)?

o Yes o No

4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Keogh plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

o Yes o No

-15-

4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA.

o Yes o No

4(c.)If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the shares of Common Stock is subject to ERISA. ___________%.

5. Does the amount of the Investor’s subscription for the shares of Common Stock in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?

o Yes o No

6(a).Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof?

o Yes o No

6(b). If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996?

o Yes o No

7(a). Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes?

o Yes o No

7(b). If the question above was answered “Yes,” please indicate whether or not:

(i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor’s (direct or indirect) interest in the Company; or

o Yes o No

-16-

(ii) it is a principal purpose of the Investor’s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3).

o Yes o No

8.If the Investor’s tax year ends on a date other than December 31, please indicate such date below:

(Date)

D.Related Parties

1.To the best of the Investor’s knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?

o Yes o No

If the answer above was answered “Yes”, please identify such related investor(s) below.

Name(s) of related investor(s): _______________________________-

2.Will any other person or persons have a beneficial interest in the shares of Common Stock to be acquired hereunder (other than as a shareholder, partner, or other beneficial owner of equity interest in the Investor)?

o Yes o No

The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the shares of Common Stock. The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor’s status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase the shares of Common Stock. The Investor agrees to indemnify and hold harmless the Company and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein.

-17-

INDIVIDUAL:

____________________________________

(Signature)

____________________________________

(Print Name)

PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

___________________________________

(Name of Entity)

By: ________________________________

(Signature)

________________________________

(Print Name and Title)

-18-

Annex 1

DEFINITION OF “INVESTMENTS”

The term “investments” means:

Securities, other than securities of an issuer that controls, is controlled by, or is under common control with, the Investor that owns such securities, unless the issuer of such securities is:

An investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or

a Public Company (as defined below);

A company with shareholders’ equity of not less than $50 million ?? (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires shares of Common Stock;

Real estate held for investment purposes;

Commodity Shares (as defined below) held for investment purposes;

Physical Commodities (as defined below) held for investment purposes;

To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes;

In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and

Cash and cash equivalents held for investment purposes.

Real Estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, will NOT be considered Real Estate held for investment purposes, provided that real estate owned by an Investor who is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate will not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by section 280A of the Internal Revenue Code of 1986, as amended.

A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor who is engaged primarily in the business of investing, reinvesting, or trading in Commodity Shares, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes.

“Commodity Shares” means commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of:

Any contract market designated for trading such transactions under the Commodity Exchange Act and the rules thereunder; or

Any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act.

“Public Company” means a company that:

files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; or

has a class of securities that are listed on a Designated Offshore Securities Market, as defined by Regulation S of the Securities Act.

“Financial Contract” means any arrangement that:

takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets;

is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and

is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement.

“Physical Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Shares above.

“Related Person” means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor, provided that, in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. “Family Company” means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company (“Parent Company”) of which the company is a majority-owned subsidiary, or by a majority-owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Partnership are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse.

In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.

-ii-

Annex 2

VALUATIONS OF INVESTMENTS

The general rule for determining the value of investments in order to ascertain whether a person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos:

In the case of Commodity Shares, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Shares; and

In each case, there shall be deducted from the amount of investments owned by such person the following amounts:

The amount of any outstanding indebtedness incurred to acquire the investments owned by such person.

A Family Company, in addition to the amounts specified in paragraph (a) above, shall have deducted from the value of such Family Company’s investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments.

EX-10.40

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April ___, 2008, among Smart Energy Solutions, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

“Commission” means the Securities and Exchange Commission.

“Effectiveness Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 120^th business day following the required Filing Date of such initial Registration Statement and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 60^th business day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required hereunder; provided, however, that in the event the Company is notified by the Commission that one of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates required above.

“Effectiveness Period” shall have the meaning set forth in Section 2.

“Filing Date” means, with respect to the initial Registration Statement required hereunder, the 30^th business day following the closing date of the Offering Amount, provided that such date shall not be earlier than March 31, 2008 and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 30^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required hereunder.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

1

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Plan of Distribution” shall have the meaning set forth in Section 2.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means (i) all of the Purchased Shares, (ii) all of the Warrant Shares, and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“Registration Statement” means the registration statements required to be filed hereunder and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

2

“Trading Day” means any day on which the Common Stock is quoted on the Over the Counter Bulletin Board.

2. Shelf Registration.

On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 (the “Effectiveness Period”).

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)Not less than 10 Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish to each Holder copies of all such documents proposed to be filed (other than those incorporated or deemed to be incorporated by reference). The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than 10 Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b)(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

3

(c)If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

(d)Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public information.

4

(e)Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(g)Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h)If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i)Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

5

(j)Comply with all applicable rules and regulations of the Commission.

(k)The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses) (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder, any legal fees or other costs of the Holders.

6

5. Indemnification.

(a)Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

7

(b)Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

8

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.

(d)Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

9

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a)Piggyback on Registrations. The Company may include securities of the Company or other Persons in the Registration Statements.

(b)Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(c)Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.

(d)Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.

10

(e)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

(g)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Holder may not assign (except by merger) its rights or obligations hereunder without the prior written consent of the Company.

(h)No Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(i)Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(j)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

11

(l)Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m)Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

12

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

SMART ENERGY SOLUTIONS, INC.

By: __________________________________________

Name:

Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

13

[SIGNATURE PAGE OF HOLDERS]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

14

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

· broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.

15

In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

16

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

17

Annex B

SMART ENERGY SOLUTIONS, INC

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Registrable Securities”) of Smart Energy Solutions, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

18

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o  No o

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company.

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes oNo o 

(d) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes oNo o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

19

4. Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Securityholder:

5. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated: _______________________________	Beneficial Owner: ________________________________
	By: ___________________________________________
	Name:
	Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO THE COMPANY

20

EX-10.41

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, WHICH COUNSEL AND THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

SMART ENERGY SOLUTIONS, INC.

Warrant Shares: _______ Initial Exercise Date: ______ __, 2008

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Smart Energy Solutions, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated April __, 2008, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto and payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation along with delivery to the Company of the final Notice of Exercise. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.__, subject to adjustment hereunder (the “Exercise Price”).

c) Mechanics of Exercise.

i. Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon due exercise of the purchase rights represented by this Warrant and payment of the applicable Exercise Price to the Company, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised and the Warrant Shares shall be deemed to have been issued on the date all of the foregoing are accepted by the Company.

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iv. Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to Section 2(c)(ii) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

-2-

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

Section 3. CertainAdjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

-3-

b) Fundamental Transaction. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 3. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity’s obligations under the Warrants and this Agreement.

c) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

d) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

e) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice.

-4-

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel which is acceptable to the Company (and which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) promulgated under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding business day.

-5-

d) Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

h) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

i) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

j) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

k) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

l) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

-6-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SMART ENERGY SOLUTIONS, INC.

By:  __________________________________________

Name:

Title:

-7-

NOTICE OF EXERCISE

TO: SMART ENERGY SOLUTIONS, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4) The undersigned agrees and acknowledges that all the representations and warranties made by the undersigned to the Company in the Purchase Agreement, including without limitation, that the undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, are hereby true, complete and accurate as of the date hereof.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address:  _____________________________

                                                                                  _____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-10.42

THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.

No. __

SMART ENERGY SOLUTIONS, INC.

5% Convertible Promissory Note Due May 30, 2008

U.S. $500,000 April __, 2008

Smart Energy Solutions, Inc., a Nevada corporation (the “Company” or the “Maker”), for value received, hereby promises to pay to _______, or registered assigns, the principal sum of five-hundred thousand U.S. dollars ($500,000) plus all accrued but unpaid interest on May 30, 2008 (the “Maturity Date”). Interest shall be computed on the basis of a 365-day year from the date hereof on the unpaid balance of such principal amount from time to time outstanding at the rate of five percent (5%) per annum, such interest to be due and payable in full on the Maturity Date.

This Note shall become immediately due and payable without notice or demand upon the occurrence at any time of any of the following events of default (individually, an “Event of Default” and collectively, “Events of Default”):

1. default in the payment or performance of this or any other liability or obligation of the Maker to the holder, including the payment when due of any principal, premium or interest under this Note;

2. the liquidation, termination of existence, dissolution, insolvency or business failure of the Maker, or the appointment of a receiver or custodian for the Maker or any part of its property if such appointment is not terminated or dismissed within sixty (60) days; or

3. the institution by or against the Maker or any indorser or guarantor of this Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by the Maker or any indorser or guarantor of this Note of a composition or an assignment or trust mortgage for the benefit of creditors.

Upon the occurrence of an Event of Default, the holder shall have then, or at any time thereafter, all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the State of New Jersey or afforded by other applicable law.

Every amount overdue under this Note shall bear interest from and after the date on which such amount first became overdue at an annual rate which is five (5) percentage points above the rate per year specified in the first paragraph of this Note. Such interest on overdue amounts under this Note shall be payable on demand and shall accrue and be compounded monthly until the obligation of the Maker with respect to the payment of such interest has been discharged (whether before or after judgment).

In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by the Maker, then such excess sum shall be credited by the holder as a payment of principal.

All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. The Maker shall pay and save the holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law.

Whenever any amount is paid under this Note, all or part of the amount paid may be applied to principal, premium or interest in such order and manner as shall be determined by the holder in its discretion.

No reference in this Note to any guaranty or other document shall impair the obligation of the Maker, which is absolute and unconditional, to pay all amounts under this Note strictly in accordance with the terms of this Note.

The Maker agrees to pay on demand all costs of collection, including reasonable attorneys’ fees, incurred by the holder in enforcing the obligations of the Maker under this Note.

No delay or omission on the part of the holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Maker and every indorser or guarantor of this Note regardless of the time, order or place of signing waives presentment, demand, protest and notices of every kind and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

1. Conversion. Upon the earlier of (i) May 30, 2008, and (ii) the consummation of the Company’s offering (the “Offering”) pursuant to the Placement Agent Agreement, dated April 4, 2008, between the Company and EKN Financial Services, Inc., the outstanding principal and all accrued and unpaid interest under this Note shall be converted into fully-paid and non-assessable shares of the Company’s common stock, $0.001 par value (the “Common Stock”), and Common Stock purchase warrants, each entitling the holder to purchase one share of Common Stock at an exercise price equal to the purchase price of the Common Stock sold in the Offering at any time on or before the fifth anniversary of the date of this Note. The number of shares of Common Stock that shall be issued upon conversion of this Note shall be calculated by dividing the amount of outstanding principal and all accrued and unpaid interest by the Conversion Price (defined below). The number of Warrants that shall be issued upon conversion of this Note shall be equal to one-quarter of the number of shares of Common Stock issued in connection therewith. The Conversion Price shall mean 60% of the average closing price of the Common Stock as quoted on the Over-the-Counter Bulletin Board or such other exchange where the Common Stock is quoted or listed for the fifteen consecutive trading days ending the day prior to the first closing of the Offering. On or before the date of conversion, the holder shall provide notice to the Maker regarding the name or names (with address and Social Security number or federal tax identification number) in which the certificates evidencing the securities issued upon conversion of this Note shall be registered. Notwithstanding the foregoing or anything to the contrary, upon the occurrence of an Event of Default (unless waived by the holder), the Conversion Price shall mean 60% of the average of the last bid and ask price of the Common Stock as quoted on the Over-the-Counter Bulletin Board or such other exchange where the Common Stock is quoted or listed for the five trading days ending the day prior to the occurrence of the Event of Default.

-2-

2. Surrender of Note and Delivery of Certificates. When surrendered for conversion this Note shall, unless the shares issuable upon conversion are to be issued in the same name as the name in which this Note is then registered, be duly indorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by the holder or his or its duly authorized attorney. As promptly as practicable after the surrender of this Note for conversion, the Company shall deliver or cause to be delivered at its principal executive office to the holder, or on the holder’s written order, a certificate or certificates for the number of full shares of Common Stock and Common Stock purchase warrants issuable upon the conversion of this Note, in accordance with the provisions hereof.

3. Adjustment of Conversion Price.

(i) In case the Company shall:

(A) declare a dividend of Common Stock on its Common Stock,

(B) subdivide outstanding Common Stock into a larger number of shares of Common Stock by reclassification, stock split or otherwise, or

(C) combine outstanding Common Stock into a smaller number of shares of Common Stock by reclassification or otherwise,

then the number of shares of Common Stock issuable upon conversion of this Note immediately prior to any such event shall be adjusted proportionately so that thereafter the holder of this Note shall be entitled to receive upon conversion of this Note the number of shares of Common Stock which such holder would have owned after the happening of any of the events described above had this Note been converted immediately prior to the happening of such event, provided that the Conversion Price shall in no event be reduced to less than the par value of the shares issuable upon conversion. Such adjustment shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination.

(ii) If, prior to the Maturity Date, the Company shall at any time consolidate or merge with another corporation (other than a merger or consolidation in which the Company is the surviving corporation), the registered holder hereof will thereafter be entitled to receive, upon the conversion hereof, the securities or property to which a holder of the number of shares of Common Stock then deliverable upon the conversion hereof would have been entitled upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the conversion of this Note.

-3-

4. Statement of Adjustment. Whenever the Conversion Price shall be adjusted as provided herein, the Company shall provide the holder with a statement, signed by the Chairman of the Board, the President, any Vice President, the Chief Financial Officer or Secretary of the Company, showing in reasonable detail the facts requiring such adjustment and the Conversion Price that will be effective after such adjustment. The Company shall also cause a notice setting forth any such adjustment to be sent by mail, first class, postage prepaid, to the record holder of the Note at his or its last known address appearing on the records of the Maker.

5. Fractional Shares. No fractional shares of Common Stock shall be issuable upon conversion of this Note, but a payment in cash will be made in respect of any fraction of a share which would otherwise be issuable upon the surrender of this Note, or portion hereof, for conversion. Such payment shall be based on the Conversion Price.

6. Accrued Interest. Upon the conversion of this Note, the Company shall not be required to pay any accrued but unpaid interest on the amount so converted up to the date of conversion.

7. Securities Act of 1933. Upon conversion of this Note, the registered holder may be required to execute and deliver to the Company an instrument, in form satisfactory to the Company, representing that the shares issuable upon conversion hereof are being acquired for investment and not with a view to distribution within the meaning of the Securities Act of 1933, as amended.

8. Prepayment. The principal indebtedness and any accrued interest thereon represented by this Note may be prepaid in whole or in part to the holder of this Note.

9. Successors and Assigns. This Note, and the obligations and rights of the Company hereunder, shall be binding upon and inure to the benefit of the Company, the holder of this Note, and their respective heirs, successors and assigns.

10. Recourse. Recourse under this Note shall be to the general unsecured assets of the Company only and in no event to the officers, directors or stockholders of the Company.

11. Changes. Changes in or additions to this Note may be made or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively), upon written consent of the Company and the holder.

-4-

12. Currency. All payments shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts.

13. Notices. All notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered by hand, to the Company or to the holder hereof at their respective addresses set forth below or to such other address as may be furnished in writing to the other party hereto:

If to the holder:

_________________________

_________________________

_________________________

If to the Company:

Smart Energy Solutions Inc.

210 West Parkway, #7

Pompton Plains, NJ 07444

Attn. Chief Financial Officer

with a copy to:

David Lubin & Associates, PLLC

26 East Hawthorne Avenue

Valley Stream, NY 11580-6302

Attn. David Lubin, Esq.

14. Saturdays, Sundays, Holidays. If any date that may at any time be specified in this Note as a date for the making of any payment of principal or interest under this Note shall fall on Saturday, Sunday or on a day which in the State of New Jersey shall be a legal holiday, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday or legal holiday.

15. Governing Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New Jersey.

-5-

IN WITNESS WHEREOF, this Note has been executed and delivered as a sealed instrument on the date first above written by the duly authorized representative of the Company.

SMART ENERGY SOLUTIONS, INC.

By: _________________________________

Name: Pete Mateja

Title: Chief Executive Officer

-6-