CONSULTING AGREEMENT



      CONSULTING AGREEMENT,  effective as of October 3, 2005 (this "Agreement"),

between  Peter  Mateja,  an  individual  residing  at  2129  Kawartha  Crescent,

Mississauga,  Ontario L5H 3P8 (the "CEO"),  and Smart Energy Solutions,  Inc., a

Nevada  corporation with an office currently at 207 Piaget Avenue,  Clifton,  NJ

07011 (the "Company").



                              W I T N E S S E T H :



      WHEREAS,  the Company and the Board of Directors of the Company  desire to

memorialize the engagement of the CEO as its Chief Executive Officer and the CEO

desires to accept such engagement  subject to the terms and conditions set forth

in this Agreement.



      NOW,  THEREFORE,  in consideration of the mutual  agreements and covenants

set forth herein, the parties hereto agree as follows:



                                    ARTICLE I

                             POSITION; DUTIES; TERM



      Position.  The  Company  hereby  engages  the CEO as the  Chief  Executive

Officer of the Company,  which  engagement  the CEO hereby  accepts,  all in the

capacity and on the terms and conditions hereinafter set forth.



      1.2   Duties.



            (a)   During  the Term (as  defined  below),  the CEO shall  provide

services as directed by the Board of Directors of the Company (the "Board").



            (b)   In his capacity as Chief Executive Officer, the CEO shall be a

senior  executive  officer of the  Company  with  principal  responsibility  for

controlling the operations of the Company,  and he shall perform such duties for

the Company as are consistent with the foregoing. The CEO agrees to use his best

efforts to supply such services in a professional  and diligent  manner,  and to

devote as much time and effort as is  necessary to perform  such  services.  The

services  to be  rendered to the  Company by the CEO  hereunder  shall  include,

without  limitation,  the following:  developing and implementing  international

manufacturing,  sales, marketing and distribution strategies;  conducting market

research and assessing the  competitive  environment  to identify  international

opportunities; developing business plans for new business development; reviewing

current manufacturing,  sales and distribution  strategies and proposing changes

to facilitate rapid growth; consulting with management on developing appropriate

marketing strategies;  proposing strategies to improve operational  efficiencies

of international manufacturing and distribution;  analyzing sales, marketing and

distribution  goals,  and  suggesting  improvements  so as to meet the company's

strategic growth objectives;  advising management on establishing  manufacturing

agreements and developing a network of international  distribution partners; and

preparing growth forecasting  reports and presenting findings to management with

respect to domestic and international markets.





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            (c)   The services to be performed by the CEO shall be  commensurate

with  the  position  of the CEO as the  most  senior  executive  officer  of the

Company.  In this  connection,  during  the Term (i) the CEO  shall  not  render

services to or for any other  person,  firm,  corporation  or business  and (ii)

shall  have no  interest  directly  or  indirectly  in any other  person,  firm,

corporation or business  whose business is directly or indirectly  related to or

competitive  with the business of the Company;  provided,  however,  the CEO may

own, directly or indirectly,  solely as an investment,  securities of any entity

which are traded on any  national  securities  exchange or which are admitted to

quotation on The NASDAQ  Stock  Market Inc. if the CEO (a) is not a  controlling

person of, or a member of a group which controls,  such entity and (b) does not,

directly or  indirectly,  own one percent or more of any class of  securities of

such entity.  Notwithstanding  the  foregoing,  so long as it does not interfere

with his engagement  hereunder,  the CEO may attend to outside  investments  and

serve  as a  director,  trustee  or  officer  of  or  otherwise  participate  in

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