SERIES A CONVERTIBLE PREFERRED STOCK CERTIFICATE

Exhibit 4.1

Preferred Stock
Certificate No. 1

WORLD ENERGY SOLUTIONS, INC.
(A Florida Corporation)

SERIES A CONVERTIBLE PREFERRED STOCK
($.0001 Par Value)

[_____________ Shares]
Preferred Stock

This certifies that ____________________________ is the record holder of
_________________ Shares of Series A Convertible Preferred Stock of World Energy
Solutions, Inc., transferable only on the stock transfer register of the
Corporation, by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed or assigned.

This certificate and the shares represented hereby are issued and shall be
subject to all the provisions of the Articles of Incorporation and the By-laws
of the Corporation and any amendments thereto.

A statement of all of the powers, designations, preferences and relative,
participating, optional or other special rights of each of the Corporation's
classes of stock or series' thereof and qualifications, limitations or
restrictions of such preferences and/or rights may be obtained by any
stockholder, upon request and without charge, at the principal office of the
Corporation.

A statement of all of the powers, designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions of such preferences relating to this Series A
Convertible Preferred Stock is attached hereto and incorporated by reference
herein as Exhibit "A".

WITNESS the signatures of the Corporation's duly authorized officers this
_______ day of ___________, 2006.

Mike Prentice, Benjamin C. Croxton,
Chairman of the Board Chief Executive Officer


SEE RESTRICTIVE LEGENDS ON REVERSE

For Value Received, ________________________________ hereby sells, assigns, and
transfers unto, ______________________________, ________________________ ( )
shares represented by the within certificate and hereby irrevocably constitutes
and appoints ______________________________ as attorney to transfer the said
shares on the share register of the within named Corporation with full power of
substitution in the premises.

Dated: _______________________

In the Presence of _________________________________
Witness Stockholder

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERED OR PLEDGED IN THE ABSENCE OF SUCH
REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE
AGREEMENT, IF ANY, COVERING THE PURCHASE OF THE SHARES AND RESTRICTING THEIR
TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL
EXECUTIVE OFFICES OF THE CORPORATION.

THE RIGHTS, PREFERENCES, PRIVELEGES AND RESTRICTIONS GRANTED TO OR IMPOSED UPON
THIS SERIES A CONVERTIBLE PREFERRED STOCK OF THE CORPORATION ARE SET FORTH ON
THE CERTIFICATE OF DESIGNATION ATTACHED HERETO AS EXHIBIT "A".


EXHIBIT "A"

WORLD ENERGY SOLUTIONS, INC.
SERIES "A" CONVERTIBLE PREFERRED STOCK
CERTIFICATE OF DESIGNATIONS

The Series "A" Convertible Preferred Stock (the "Preferred Stock") shall
bear interest for a period of 12 months from the date of issuance at the rate of
five percent (5%) per annum, compounded quarterly (at 1.25% per quarter),
payable in cash or in shares of common stock of the Corporation. The principal
amount upon which such interest is calculated shall be set forth in the written
agreement for acquisition of the Preferred Stock.

Subject to applicable laws regulating the transfer and/or conversion of
unregistered securities, the Preferred Stock shall be convertible at the
election of the holder thereof into shares of common stock of the Corporation
after a period of one year from the date of issuance. The number of shares of
common stock of the Corporation to be issued upon conversion of the shares of
Preferred Stock shall be subject to the terms of the written agreement for
acquisition of the Preferred Stock, as negotiated between the Corporation and
the Preferred Stock shareholder.

The Series "A" Convertible Preferred Stock (the "Preferred Stock") shall
have no voting rights.