EX-10.46 2 exh1046.

htm ENGAGEMENT LETTER WITH INNOVATOR CAPITAL LIMITED

Exhibit 10.46

PRIVATE & CONFIDENTIAL

Doug Frater Esq.,

Chief Executive Officer
Global Green Solutions Inc.,
789 West Pender Street Suite 1010
Vancouver Al V6C 1H2

22nd February2008

Dear Sirs,

ENGAGEMENT LETTER

We refer to our various conversations and exchanges of correspondence. You have explained to us that, Global Green Solutions
Inc., ("Global Green") or (the "Company"), requires expert corporate finance and international capital markets advice, (the
"Advisory Service"). We also understand that the Company wishes to have expert corporate communications, investor relations,
media advice and other services, which will result in awareness of Global Green being substantially raised within Europe (the
"Communications Service").

We further understand that the Company is interested in raising various sums of money over the foreseeable future, via equity or
equity related offerings, project or project related finance and any other forms of finance as maybe suitable from time to time, (the
"Financings").

More specifically and with respect to the Financings we understand that there is an immediate need for up to US$10,000,000, (ten
million United Sates dollars) in equity and up to a further US$100,000,000, (one hundred million United States dollars) in project
finance.

It is proposed that Innovator Capital Limited ("ICL") or ("Innovator"), working in close consultation with the Company and some
of its existing advisers, will use all reasonable endeavours to assist the Company by providing the Advisory Service and the
Communications Service which, from Innovator's perspective, will result in Global Green' stock price having momentum, liquidity
and trade, more often than not, closer to fair value. The Financings, also achieved with the assistance of Innovator, will enable the
Company to have access to more than adequate funding for the successful execution of its business plan.

We further understand that currently Global Green's shares (the "Shares") under a trading symbol of GGRN are traded on the OTC
Bulletin Board, ("OTCBB"). It is our opinion that the Shares also should be tradeable on a major European stock exchange(s). It is
probable that we will insist upon Germany as the country whose stock exchanges would be the most appropriate for the Shares.
Should this transpire, Global Green would require the services of a Designated Sponsor. We would view it as being in the best
interests of the Company and its investors, and essential to maximise the likelihood of success of the Financings, for the Shares to
have such a formal Designated Sponsor and be traded on the German national electronic exchange known as XETRA in addition
to the Frankfurt Stock Exchange.

In order to ensure fair, orderly and liquid markets for small-cap company's shares in Germany, the Frankfurt Stock Exchange
formally approved the implementation of the Designated Sponsor programme. A Designated Sponsor has a specific role under the
regulations of the Exchange. Said role is to provide liquidity in their corporate client's shares in accordance with the price, size and
spread rules of the Deutsche Borse (see attached .pdf extract from "Exchange Rules for the Frankfurt Stock Exchange").

Innovator will recommend providers of such services whose costs are anticipated to be approximately €50,000 per annum, payable
quarterly in advance. For said amount the Designated Sponsor would normally provide directly or indirectly:
 a) A continuous, firm, minimum spread bid and ask, in size for the Shares on the agreed exchanges (the "Trading Service").
b) The necessary and sufficient International Arbitrage needed to maintain the Trading Service.
c) A minimum eight-page investment grade research report with newsflashes and three quarterly updates in both the
German and English languages (the "Research Service").

Global Green, under the rules and regulations of the Deutsche Borse, would have to contract separately with any Designated
Sponsor, however Innovator may recommend the decoupling of the Research Service from the Trading Service should it deem it
necessary. Such decoupling would result in the fee mentioned above being reduce by approximately 50% (fifty per cent). Global
Green and Innovator will review the requirements, costs and timing as to a listing on the Frankfurt Stock Exchange under the
Advisory Services and fees determined in this agreement but will enter into a separate agreement to implement such listing and
Designated Sponsor

We now have pleasure in setting out below the terms and conditions according to which Innovator proposes to act for the
Company.

With regard to the Advisory Service the role of Innovator will consist inter alia of:

1. Working with Global Green senior management so that ICL may perform the necessary due diligence required by
Innovator's regulators;
2. Working with Global Green senior management so that ICL may understand the exact nature of the Company's business
plan;
3. Working with Global Green senior management so that ICL may understand the exact nature of the Company's
successes to-date and future milestones;
4. Working with Global Green senior management so that ICL may understand the current ownership of the Company's
shares and their geographical distribution;
5. Working with Global Green senior management so that ICL may understand the Company's revenue sources and their
geographical distribution;
6. Working with Global Green senior management so that ICL may understand the Company's future revenue sources and
their geographical distribution;
7. Working with Global Green senior management to select the appropriate Designated Sponsor;
8. Working with Global Green senior management to select the appropriate Research Service;
9. Monitoring the service received by the Company from its Designated Sponsor;
10. Assisting the Company in identifying additional research analysts to follow the Company;
11. Monitoring the service received by the Company from its research analysts and the Research Service;
12. Advising the Company on all aspects of international Corporate Finance tools and techniques as might be in the
Company's best interests;
13. Advising the Company on all aspects of the international Capital Markets' tools and techniques as might be in the
Company's best interests;

14. Advising the Company on all matters as might effect the capital market's perception of the Company;
15. Providing any and all further assistance as may be reasonably required by Global Green and be within the competence
of Innovator.

With regard to the Communications Service the role of Innovator will consist inter alia of:

1. Advising the Company, in conjunction with its exiting advisers, on all Financial Public Relations, Public Relations &
Investor Relations strategy with a particular focus on the United Kingdom, Germany and Switzerland;
2. Assisting the Company in dealing with the media whether it be, broadsheet, wire, internet protocol, financial, trade or
otherwise;
3. Briefing the Company on any relevant sector information and ensuring a two way flow of such information;
4. Assisting the Company with any documents proposed for use in relation to increasing awareness of the Company's
existence and its opportunities;
5. Preparing documents such as press releases, Q&A and to address any specific issues that the Company may reasonably
request;
6. Providing a press clippings service of articles, taken from the mainstream press and key trade journals, which relate to the
Company;
7. Disseminating the Company's press releases:
 a. to analysts
b. to media
c. to any persons that the Company may reasonably request
d. to stock exchanges via RNS any other systems as Innovator may see fit;
8. Providing any and all further assistance as may be reasonably required by Global Green and be within the competence of
Innovator.

With regard to the Financings the role of Innovator will consist inter alia of:

1. Working with Global Green senior management to ascertain the precise amount of funds that are needed by the company
and by when;
2. Working with Global Green senior management to not neglect the interests of existing Global Green shareholders, to
ascertain any interest they may have in further investment in Global Green and their capacity to assist in the Financings;
3. Working with Global Green senior management to clarify the appetite of certain other individuals and professional
investors for investment in Global Green;
4. Organising for and accompanying Global Green senior management to meetings, with potential qualified and reputable
investors;
5. Working with Global Green senior management and their appointed legal representatives to provide drafts of all
necessary documents for the completion of the Financings;
6. Working with Global Green senior management and assisting in the negotiation of the terms with investors to ensure that
final terms, of all aspects of the Financings, are in the best interest of the Company;
7. Providing any and all further assistance as may be reasonably required by Global Green and be within the competence of
Innovator.

With regard to an integrated and synchronized investor and public relations implementation, Innovator will liaise with Global
Greens US based IR and PR designated persons.

All services will be carried out with reasonable skill and care.

Any additional services required, beyond the scope of the services listed above, during the period of the mandate proposed hereby
must be agreed in writing between Innovator and the Company together with the amount of additional

remuneration payable in respect of such additional services. In this event, we may issue a supplementary mandate agreement. The
terms of this letter and the Appendix hereto will apply to any such additional services provided by us in connection with this
proposed engagement letter, whether or not such additional services are subject to a supplementary mandate letter, (the
"Agreement") or (the "Engagement Letter").

Assistance given to Global Green by Innovator with regard to the Principality of Monaco, Cleantech Investor Conference will
form services contracted under this agreement. Both Global Green and Innovator remain bound by the Non Disclosure Agreement
and its non-circumvention verbiage that is already in force between them.

Subject to there not being any negative material change in the Company's fortunes or current market conditions, and subject to
contract, we anticipate that the equity funds referred to above will be received by you or your appointed legal representatives, over
a period of nine months, such period to commence upon our receipt of your counter-signature of this document evidencing your
agreement to this proposed Agreement. Project finance is likely to be received within six months after signature of this document
and signature of the necessary and sufficient documentation referring to the relevant project.

In remuneration for our role in respect of the Advisory and Communications Services, Innovator will receive a nonrefundable
engagement fee from Global Green of $10,500 (ten thousand five hundred USD) upon signature of this Engagement Letter (the
"Engagement Fee"). An additional amount of $10,500 (ten thousand five hundred USD) increasing to $15,000 (fifteen Thousand)
after Innovator Capital secures the first $2,000,000 (two million USD) in equity financing, payable monthly in advance (the
"Retainer Fee"). In addition Innovator will receive 40,000 (forty thousand) shares of Global Green per quarter in advance.

In remuneration of our role with reference to the Financings as set out above and herein, ICL will receive a placing fee or
commission in respect of the equity or equity related portions of any Financings of 6% (six per cent) of all monies raised and in
respect of the non-equity (debt financing) related portions, a 1.5% (one and one half per cent) fee will be payable, (the "Placing
Commissions"). Said Placing Commissions will be payable immediately on the dates any proceeds of any such Financings are
made available to the Company or its representatives. Innovator reserves the right to take all or any part of such fees in Shares
valued on the same terms as issued in connection with any equity financing. In the case of a non-equity financing the valuation at
which Shares will be made available to Innovator will be the closing price of the Shares on the day before the announcement of the
relevant transaction, the closing price of the Shares on the day of the relevant transaction or the four week trailing volume
weighted average price (VWAP), as per the "HP" function on the Bloomberg quote system, whichever the lower.

In respect of any equity related Financings, Innovator will also receive warrants, as part if its compensation package on each of the
Financings (the "Financing Warrants"), expiring 2 years from the date of the closing of each of the respective Financings, to
acquire Ordinary Shares in the Company at a price equal to a 25% per cent (twenty five percent) premium to the price of each of
the respective Financings, and the number of warrants being commensurate with the value of 10% (ten per cent) of the gross
proceeds of the each of the equity or equity related respective Financings.

Innovator will be entitled to reimbursement of all of its reasonable out-of-pocket expenses directly incurred in the fulfillment of its
mission as set out above and herein, in particular, but not limited to, travel, accommodation, telecommunications and, as
appropriate, any outside professional fees and costs such as lawyers, accountants and due diligence fees etc. Invoices in respect of
out-of-pocket expenses incurred will be submitted to the Company on a monthly basis, together with supporting receipts and
documentation, which invoices will be payable upon receipt. No

such out-of-pocket expense in an amount in excess of €1,000 will be incurred without Global Green's prior consent in writing.

VAT will be payable on all of above fees where applicable.

For the purposes of managing an orderly and professional approach to investors, Global Green will furnish ICL with an up-to-date
shareholder list, which will include contact details, specifically, but not limited to, email addresses, for said shareholders and
Global Green will ensure that an approach by ICL is expected.

If the above indicated terms and conditions are acceptable to you, we would be grateful if you would so confirm by signing, dating
and returning to us a copy of this Engagement Letter and the attached Appendix "Terms and Conditions".

Such signature and return will constitute your exclusive mandate to Innovator on the terms and conditions set out above and herein
and as further set out in the attached Appendix headed `Terms and Conditions', valid for a duration of 12 (twelve) months from the
date of your agreement to this proposed mandate and renewable thereafter by tacit consent. Such mandate will be a valid and
legally binding obligation on the parties hereto, enforceable in accordance with its terms.

This Agreement incorporates the Terms and Conditions set out in the attached Appendix ("Terms and Conditions"), but subject to
the aforesaid, represents the entire understanding between the parties hereto and supersedes any prior agreements or
understandings (whether written or oral) between or among the parties.

Should Global Green, during a period of 3 (three) years from the date of expiration of this mandate, conclude an agreement with
any of the parties introduced by Innovator which leads to the raising of finance or other type of transaction then, in the case of a
capital raising a commission will be payable to Innovator, on the following basis: if within 24 months, the commission will be
50% (fifty per cent) of the equivalent of the Placing Commission, if within 36 months said figure will be 25%.(twenty five per
cent) In the case of some other type of transaction, an industry standard fee will be payable to Innovator discounted on the same
percentage basis. The parties further agree not to circumvent each other or behave in any way that might result in the other party
being disadvantaged commercially, financially or otherwise.

It is understood that in the event of the Company receiving information, before or during the life of this agreement, with respect to
any of their products or services that could be interpreted as likely to have a material negative effect on the Company's value, the
Company will immediately inform ICL. ICL reserves the right, in such event, to terminate its relationship with the Company with
immediate effect albeit in a fair, orderly and professional manner. In the case of such an event all fees due Innovator will become
immediately payable.

It is expressly understood and agreed by the parties hereto, that this Agreement does not, and will not, constitute an undertaking of
whatsoever nature by Innovator to acquire shares of, or otherwise invest in, or provide financing to Global Green. Only a definitive
and regularly constituted agreement duly entered into by, and between, Global Green on the one hand, and an investor(s), on the
other will constitute a contractual agreement binding in its terms.
It is further expressly understood and agreed that Innovator is and will be entitled to rely upon all statements of fact, and all further
written information provided by Global Green and/or its officers or representatives in the context of this mission. Any material
errors or omissions, or material lack of adequacy in the context of this Engagement, in any such statement or written information
will constitute a material breach of contract under the terms and conditions of this mission and, as such, could give rise to a claim,
or claims, for damages by Innovator.

It is understood and agreed that any advice rendered by us is provided solely under the terms of our engagement and for your
benefit, and may not be used or relied on by any other person or for any other purpose, without our prior written consent.

This Agreement will be governed by and construed in accordance with the laws of England and Wales. Both parties agree to move
immediately to Mediation in the event of a dispute. In the event that Mediation fails to settle the dispute, all disputes arising out of
or in connection with this Engagement Letter will be finally settled in the English courts in London.

We thank you for the confidence you have shown in Innovator, and remaining at your disposal, we are,

Yours faithfully,

For: Innovator Capital Limited

By: MUNGO PARK

Mungo Park, Chairman

We hereby agree to, and undertake to abide by the above-mentioned and attached terms and conditions of this Agreement dated
this 22nd Day of February 2008.

For: Global Green Solutions Inc.

By: DOUG FRATER

Doug Frater, President and CEO
23rd February, 2008

6
 APPENDIX

Terms and Conditions

1. Period and terms of Engagement

Innovator's engagement hereunder (the "Engagement") will continue for a minimum of 12 (twelve) months from the date of
counter signature of this letter ("Date of Engagement") unless agreed after an initial 6 month review or extended in writing, or in
the event of a termination (see section 7 below).

The Engagement will be exclusive to Innovator within Europe.

Please note that by entering into or performing our obligations under this letter we are not representing that it is or will be possible
or advisable for the transactions, which are the subject of the Engagement to proceed. The conclusions Innovator may reach in
respect of the Engagement may change, in the light of circumstances prevailing at the time.

This letter does not oblige Innovator to sell, acquire, or place any investments, or to lend monies, unless and until it is expressly
agreed otherwise in writing.

2. Authority

Innovator is entitled to assume that any instructions received by us have been properly authorised by you. We may act upon
telephone instructions from you prior to the receipt of any written instruction or confirmation. Innovator also reserves the right to
record any telephone conversations between us or between your professional advisers and us and ICL undertakes to inform of such
action in advance.

“Innovator represents and warrants that it holds all necessary authorizations and licenses in each relevant jurisdiction to perform all
of the services contemplated in the Engagement.

3. Notices

Any notice given in connection with the Engagement must be in writing and may be communicated by email, letter or facsimile.
Notices to Innovator shall be sent to the address (and facsimile numbers) given in our letter heading, unless we advise you
otherwise, and for the attention of Mr Mungo Park.

Your mailing and email addresses for notices, for the attention of Doug Frater, unless you advise otherwise, are:

Global Green Solutions Inc., 789 West

Pender Street Suite Suite 1010
Vancouver Al V6C 1112

dougfrater@globalgreensolutionsinc.com

4. Information provided by you to Innovator

You agree to make promptly available to Innovator any information, assistance and documentation which we may reasonably
require for the purpose of this Engagement. You agree that all documentation provided to Innovator in connection with the
Engagement will not be false or misleading and that all statements made or expressions of opinion, expectation or intent made by
you will be honestly held and made on reasonable grounds. You undertake if anything occurs to render the aforementioned false or
misleading you will notify us as soon as practicable. You agree to advise us in advance of any significant steps that you, your
agents or advisers propose to take in relation to the Engagement.

5. Announcements, public statements or documents published by you

You agree to ensure that every announcement, public statement or document made or published by you (or your agents) during
Innovator's Engagement will contain all particulars required to comply with all applicable law and regulations. Furthermore, you
agree that, subject to any disclosure required by law or regulation including the rules of any relevant stock exchange, no such
announcement, public statement or document will be published relating to the Engagement in any way without first consulting
with and then obtaining the prior written consent of Innovator. If anything occurs within a reasonable time after publication of any
such statement, announcement or document to render the same untrue, unfair, inaccurate or misleading, you will promptly notify
Innovator and take all steps which Innovator may require to correct the matter.

6. Independence policy and disclosure of material interest

Innovator will take reasonable steps to ensure that all advice given to you or all action undertaken on your behalf is not in any way
biased or affected either because of any action Innovator may take or knowledge which Innovator may have as a result of acting
for any other client, or as a result of the existence of any material interest which Innovator or a connected or associated company
or another client may have in or related directly or indirectly to the proposed transaction such that a conflict of duty may exist or
may arise, for whatever reason. Innovator will disclose to you any material interests or conflicts of interest, which may arise except
where it is not practical to make such a disclosure. Disclosure may be either orally or in writing and Innovator will take reasonable
steps to ensure that you do not object to the material interest or conflict of interest.

7. Termination

Innovator's engagement hereunder may not be terminated in advance of the termination date (see 1. "Period and terms of
Engagement"), except by mutual agreement or as agreed after a 6 month initial review. Following the termination date any
termination notice must be provided in writing, giving three months notice, and receipt by Innovator is to be acknowledged,
without dealt', by email, except for the initial 6 month review which will require no notice.

Termination will not affect any legal rights or obligations, which may have already accrued between the parties to this agreement.

8. Confidentiality

All confidential information which each of us (or any connected persons) receives from the other or any of the other party's
subsidiaries or other professional advisers will be held in strict confidence unless the other party specifically consents to the
disclosure of that confidential information in writing. This section will not apply to any information, which is in the public domain
or enters it other than as a result of a breach of this paragraph, is lawfully received from a third party without any obligation of
confidentiality, or is independently developed by either party without access to the knowledge or use of the confidential
information or is required to be disclosed by law or by regulation including the rules of any stock exchange to which the relevant
party is subject. Neither Innovator nor any connected person will have any duty to disclose to you any information, which comes
to its notice in the course of carrying on any other business and we may be prohibited from disclosing information to you as
prescribed by law or regulatory bodies. All correspondence and other papers held by Innovator in relation to any matter undertaken
for you will be Innovator's sole property with the exception of original contracts and share certificates and other documents of title
held to your order.

9. Law and regulation

Both parties agree that they will comply with all the relevant laws and regulatory requirements in any jurisdiction that may be
relevant to this Engagement. They will use their reasonable endeavours to ensure that all necessary authorisations, approvals,
consents and filings to enable the Engagement to proceed or otherwise in connection with the Engagement are promptly obtained
or made. They agree that if the other party is requested by any regulatory or governmental authority (including, but not limited to
the FSA, Bank of England or any relevant designated Stock Exchange) to disclose any information relating to your affairs, then,
the other party may do so.

10. Complaints

In the event that you have any complaint about our services, you should contact our Compliance Officer or Compliance Oversight
Function Holder, and if the complaint is not resolved to your satisfaction you may complain directly to the Financial Ombudsman
Service.

11. Compensation

Compensation may be available under the Financial Services and Markets Act scheme in the event that Innovator is unable to meet
any of its liabilities. Innovator can provide an explanation on request.
12. Indemnity

It is agreed that both parties, the Company and Innovator, will indemnify each other and their connected persons (including but not
limited to their employees, directors, group companies, agents and advisers) against all costs, losses, damages, claims and
expenses, which may be incurred by them or made against them in any jurisdiction arising out of the Engagement and will
reimburse each other and their connected persons in full for all costs, charges and expenses (including legal fees) reasonably
incurred in investigating, preparing or defending any pending or threatened claim provided that such costs, losses, damages, claims
and expenses do not arise from the negligence or wilful default of the other party or its connected persons. It is agreed that neither
Innovator nor the Company nor any connected person will have any liability whatsoever (whether in contract, tort or otherwise) to
each other for or in connection with things done or omitted to be done pursuant to the Engagement other than arising out of the
negligence or wilful default of either party or its connected persons. This section ("Indemnity") is in addition to any rights that
either party or its connected persons may have at common law or otherwise (including, but not limited to, any right of
contribution).

13. Limitation of liability

Neither the Company nor Innovator will have liability for any loss, damage, costs, expenses, or other claims for compensation
arising from any information or instructions supplied by each other, which are incomplete, inaccurate, illegible, out of sequence or
in the wrong form or any other fault by the other party.

The aggregate liability of each party to the other and their connected persons in respect of any losses or damages and costs suffered
or incurred in connection with this Engagement, but excluding any such losses, damages or costs arising from the fraud or
dishonesty of either party or in respect of liabilities which cannot be lawfully limited or excluded, will be limited to the total
amounts of fees paid by the Company to Innovator in respect of the Engagement (or any such fee amount which would have been
payable had the Financing achieved successful completion).

14. General

This letter does not affect any other agreement, which Innovator has entered into with you in respect of any other transaction or
matter, nor any other agreement, which Innovator may enter into in the future (subject to section 1 of this Appendix).

In all dealings with third parties Innovator will be acting as agent on your behalf and not as principal. Innovator will have no
authority to bind you.

The benefits of this letter will inure to your successors and assignees and the obligations and liabilities assumed in this letter by
you will be binding on their respective successors and assignees.

If any part of this agreement becomes or is declared illegal, invalid or unenforceable for any reason whatsoever, such part will be
deemed to be deleted, provided always that if any such deletion substantially affects or alters the commercial basis of these terms
and conditions, the parties will negotiate in good faith to amend and modify them as may be necessary or desirable in the
circumstances.

These terms and conditions are subject to change by agreement, or at any time by Innovator sending to you a written notice
describing the relevant change(s) to the extent that the changes are limited to those changes that are required to ensure compliance
with the rules of any regulatory authority. No such change will affect any legal rights or obligations which may have previously
accrued to or been incurred by Innovator or you.

In the event of any failure, interruption or delay in the performance of Innovator's obligations hereunder resulting from acts, events
or circumstances not reasonably in Innovator's control, including, but not limited to, industrial disputes, acts or regulations of any
governmental or supranational bodies or authorities, breakdown, failure or malfunction of any telecommunications or computer
services, systemic or market risk, Innovator will not be liable or have any responsibility of any kind for any loss or damage
incurred or suffered by you or any other person as a result thereof. A person who is not a party to this Engagement letter will have
no right under the Contracts (Rights of Third Parties) Act 1999.

The failure or delay by Innovator in exercising any right under this Engagement letter will not operate as a waiver of such right.
The single or partial exercise of any right by Innovator will not prevent any other or further exercise of such a right or any other
right. No breach of any provision of this Engagement letter by you will be waived except with the express written consent of
Innovator.

15. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the England and Wales. Both parties agree to
move immediately to Mediation in the event of a dispute. In the event that Mediation fails to settle the dispute, all disputes arising
out of or in connection with this Engagement Letter will be a matter for the English courts in London.

16. Confirmation

Please confirm, by signing and returning to Innovator the enclosed copy of this letter, that the above accurately sets out the
services that you have asked Innovator to provide and that the terms of Innovator's Engagement set out in this letter are acceptable
to you.

Signed and agreed,

For: Innovator Capital Limited

By: MUNGO PARK
Mungo Park, Chairman

We hereby agree to, and undertake to abide by the above-mentioned and attached terms and conditions of this Agreement dated
this 22nd Day of February 2008.

For: Global Green Solutions Inc.

By: DOUG FRATER

Doug Frater, Chief Executive Officer
23rd February, 2008

10

EX-10.3 5 telkonet_s3-ex1003.htm ENGAGEMENT LETTER

Exhibit 10.3

CONFIDENTIAL

January 8, 2007

Ronald W. Pickett
Chief Executive Officer
Telkonet, Inc.
20374 Seneca Meadows Parkway Germantown, MD 20876

Dear Ron:

This letter agreement (the "Agreement") confirms that Telkonet, Inc. (together with its subsidiaries and affiliates the "Company")
has engaged Bryant Park Capital, Inc. ("BPC") to act as its exclusive financial advisor and consultant in connection with a possible
capital raising transaction. The engagement shall be considered effective as of the date first written above and may be terminated
by BPC or the Company after 60 days from the date first written above.
 1) Services: In its capacity as financial advisor and if requested by the Company, BPC will provide the Company with
financial advice and assistance with one or a series of transactions (as defined herein), which may include assisting the Company
in valuation analysis, evaluating strategic alternatives, preparation of any presentation material, seeking and contacting prospective
investors or acquirers, and negotiating the financial aspects of the transaction.

2) Fees: For BPC's services hereunder, the Company agrees to pay to BPC each of the fees, by wire delivery of
immediately available U.S. dollar funds, without deduction of any tax as applicable, set forth below:

a) Capital Infusion Transaction If the Company enters into any Capital Infusion Transaction (as defined below) during the
term of this Agreement or during the 18 months following the termination of this Agreement, with a party (1) directly or
indirectly introduced to the Company by BPC during the term of this Agreement, (ii) with respect to which, at the
Company's request, BPC provided services under the terms of this Agreement, or (iii) any parties listed on Schedule B;
then the Company shall pay, or shall cause to be paid, to BPC upon the consummation of such Capital Infusion
Transaction a transaction fee payable in (1) cash and (ii) warrants (as defined below), calculated according to the
following amounts and percentages (Table A), however, in no event shall the cash portion of any such Capital Infusion
Transaction Fee be less than $250,000 in cash paid at closing:

Table A

Equity Capital Infusion (including common stock, Cash Portion:

preferred stock and convertible debt) 6.0% of Consideration

Warrant Portion:
Warrants to buy stock at the price such securities were sold to
investors in an amount equal to 6.0% of the value of the Equity
Capital Infusion Transaction

Subordinated Debt Capital Infusion Cash Portion:

(including all debt mezzanine financing) 4.0% of Consideration

Warrant Portion:
Warrants to buy stock at the price such securities were sold to
investors in an amount equal to 2.5% of the value of the
Subordinated Debt Capital Infusion Transaction

Senior Debt Capital Infusion (including all debt Cash Portion:

senior to subordinated debt 2.0% of Consideration and/or committed funds
capital and equity capital, including lines of credit or
other similar credit facilities)

Notwithstanding the foregoing, if the parties identified in Schedule B as of the date hereof, invests in the Company as part of a
Capital Infusion Transaction, BPC's fee with respect to such party will be as outlined in Schedule B.

If the Company pursues an M&A Transaction transaction during the term of this Agreement, then the Company and BPC will
negotiate in good faith a separate engagement letter reflecting market terms for such services,

Any Capital Infusion Transaction or M&A Transaction conducted by the Company shall be individually referred to as a
Transaction. Each Capital Infusion Transaction Fee and M&A Transaction Fee shall be referred to as a "Transaction Fee" and
together the "Transaction Fees."

The Transaction Fee shall be payable promptly upon consummation of any Transaction and will be wired to BPC at the closing of
the transaction, except that to the extent the Consideration in respect thereof may be increased by contingent payments
(including additional purchases of securities of the Company by a third party), the portion of BPC's fees relating thereto shall be
calculated and paid as and when such contingent payments are made without regard to any termination or expiration of this
Agreement. BPC, at its option, may elect to receive up to 30% of the Transaction Fee in the Company's securities at the same
terms such securities were sold to investors in the Transaction.

2
 3) Definitions:

"Capital Infusion Transaction" means in one or more related Transactions which, directly or indirectly, results in (i) the purchase
or sale of debt or equity securities of the Company or a third party that does not result in the sale of 51% or more of the
outstanding voting securities of the Company or a third party, a subsidiary or a related affiliate or (ii) a firm commitment, that
resulted from a request by the Company for BPC to pursue such a commitment, from BPC, its affiliates, or a third party to
purchase or sell newly issued debt or equity securities of the Company, a subsidiary or a related affiliate, including, but not limited
to, committed but undrawn credit facilities.

"M&A Transaction" means one or more related Transactions (a) is not a Capital Infusion Transaction (as defined above) and (b)
which, directly or indirectly results in (i) the acquisition by the Company of all or any part of the existing capital stock of a third
party or all or any part of the assets of such third party (or any securities convertible into or exchangeable for or other rights to
acquire all or any part of such capital stock or assets) or (ii) the acquisition by a third party of all or any part of the existing capital
stock of the Company or all or any part of the assets of the Company (including any securities convertible into or exchangeable for
or other rights to acquire all or any part of such capital stock or assets), including in each such case, without limitation, any sale or
exchange of capital stock or assets (including cash and other liquid assets), any recapitalization, restructuring, merger or
consolidation (including any such transaction in which any third party is the surviving entity) or any similar transaction or (iii) any
partnership, joint or collaborative venture, strategic alliance or similar transaction.

"Consideration" in a Transaction means, with respect to such Transaction, the total amount paid or payable (whether in cash,
securities, employment contracts, "earn-out" agreements, non-compete agreements, severance agreements, management or
consulting agreements or otherwise), directly or indirectly, upon the consummation of or otherwise in connection with such
Transaction, together with (i) all amounts paid or payable in connection with stock options, phantom equity plans or other
securities rights, (ii) liabilities, including all debt and guarantees assumed, refinanced or extinguished and (iii) the aggregate
redemption price or liquidation preference of any preferred stock of the acquired company that, as a result of such Transaction, is
redeemed or becomes preferred stock of the acquiring company, as the case may be. In the event that the Consideration received in
a Transaction is paid or payable in whole or in part in the form of securities or other property, the value of such securities or other
property for purposes of calculating the Consideration for such Transaction shall be (1) the closing bid price, in the case of
publicly traded securities and (ii) the fair market value as the parties hereto shall mutually agree (or, in the event the parties hereto
cannot agree, as determined by an independent valuation expert jointly and in good faith selected by the parties hereto) in the case
of contracts or unquoted securities, in each case calculated as of the business day immediately preceding the announcement of the
Transaction.

"Warrants" issued to BPC or its assignees as part of any Capital Infusion Transaction fee shall have the same terms as the warrants
issued to investors in such Capital Infusion_ Transaction. If no warrants are issued to investors as part of any Capital
Infusion Transaction, then the Warrants issued BPC shall have terms consistent with the warrants issued by the Company in its
recent prior Capital Infusion Transaction.

4) Expenses and Payment Terms: In addition to the fees described above and whether or not a Transaction occurs, the Company
shall reimburse BPC for its reasonable out-of-pocket expenses incurred in connection with BPC's services hereunder or the subject
matter hereof, including, without limitation, legal, accounting, computer and information databases, due diligence, background
investigations, "Blue Sky" filings, marketing, "road show", travel and entertainment, printing and mailing, any escrow fees, and
internal administrative expenses. Reimbursement by the Company of BPC's documented out-of-pocket expenses associated with
providing its services hereunder will occur on a regular monthly basis. The Company agrees to reimburse BPC within 15 days of
receipt of reimbursable expense invoices.

In the event that the Transaction Fee due to BPC is not paid within 10 days of its due date or Expenses or Monthly Retainer Fee
are not paid within 30 days from the invoice date, BPC will be entitled to receive an additional monthly fee equal to 5%, or the
highest rate allowable by law, of the amounts past due for every thirty days the balance remains outstanding. In addition the
Company agrees to pay for all legal fees associated with collecting any and all fees due to BPC.

5) Indemnification: In connection with engagements such as this, it is BPC's firm policy to receive indemnification. The
Company agrees to the provisions with respect to BPC's indemnity and other matters set forth in Schedule A, which is
incorporated by reference into this Agreement.

6) Conflicts; Independent Contractor: The Company acknowledges that BPC and its affiliates may have and may continue to
have investment banking and other relationships with parties other than the Company, pursuant to which BPC may acquire
information of interest to the Company. BPC shall have no obligation to disclose such information to the Company or to use such
information in connection with any contemplated Transaction.

The relationship between BPC and the Company shall be that of advisor and client. BPC is an independent contractor and this
agreement shall not be deemed in any way to establish a joint venture between BPC and the Company or as creating a partnership
or similar relationship. BPC will provide its financial advice, written or oral, exclusively for the information of the Company's
 Board of Directors and senior management, who will make all decisions regarding whether to engage in any Transaction. BPC
may engage its own sub-placement agents, independent contractors and/or consultants to assist BPC in conducting the Transaction.

7) USA Patriot Act Notice: The Company acknowledges that in order for BPC to comply with the requirements under Title III of
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
("USA Patriot Act") (Public Law 107-56), the Company must provide BPC with certain information or supporting documentation
(collectively "Documentation") at the time of execution of this agreement. BPC is required by the USA Patriot Act to verify and
record any Documentation provided by the Company to validate the Company's identity. Documentation that may be requested
from the Company may include, but is not limited to, a Federal Employer Identification Number (FEIN), a Certificate of Good
Standing to validate the Company's corporate existence, a Certificate of Incumbency to authenticate the management of the
Company, and other government issued certified documents to validate the Company's authorization to conduct business.

8) Entire Agreement: Amendments: Survival: This Agreement constitutes the entire agreement of the parties with respect to
BPC's engagement and supersedes all prior negotiations and understandings of the parties hereto with respect to the subject
matter hereof. This Agreement may not be amended or modified except in writing signed by each party hereto. The provisions of
Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13 and 14 shall survive any termination or expiration of BPC's engagement hereunder. This
Agreement shall be binding upon, and inure solely to the benefit of, BPC and the Company, and all of their respective heirs,
executors, administrators, and successors.

9) Representations and Warranties: Accuracy of Information; Interests of Others: The Company will furnish to BPC any
information concerning the Company, including its subsidiaries and affiliates, that BPC reasonably deems appropriate, and will
provide BPC access to its officers, directors, accountants, counsel and other advisors. All such information concerning the
Company is and will be true and accurate in all material respects, and does not and will not as of its date, and will not as
supplemented or amended as of the date of the closing of any Transaction, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under
which such statements are or were made. The Company acknowledges and agrees that BPC will be using and relying upon such
information supplied by the Company and other publicly available information concerning the Company, without any independent
investigation or verification thereof or any independent appraisal by BPC of the Company or its business or assets. The Company
further represents and warrants that no broker, representative or other person has an interest in compensation due BPC hereunder.

10) Exclusivity: The Company acknowledges that BPC's engagement hereunder is exclusive. Accordingly, the Company agrees
that it will not, and it will not permit any stockholder, affiliate or advisor, to engage any other person to perform any financial or
similar consulting services with respect to any Transaction without the prior express written consent of BPC. In the event that the
Company or its stockholders, affiliates or advisors are contacted by any Person concerning a potential Transaction, the Company
agrees to promptly inform BPC of such inquiry, including all relevant details thereof. BPC acknowledges that the Company has an
existing relationship with Objective Equity LLC, who may play a role in the Capital Infusion Transaction, to be mutually agreed
upon by BPC and the Company. The Company shall (i) inform Objective Equity LLC that it has engaged BPC to act as its
financial advisor and consultant in connection with a possible capital raising transaction and (ii) exert its reasonable best efforts to
have Objective Equity LLC coordinate its activities with respect to the contemplated Capital Infusion Transaction with BPC.

11) Confidentiality: Except as otherwise required by law, the terms of this Agreement and the advice provided hereunder shall not
be disclosed to any third party, with the exception of potential investors in the Transaction as part of their due diligence efforts,
without the prior written consent of both parties to this Agreement. BPC shall keep confidential and not disclose any non-public
information provided to it by or on behalf of the Company or by any third-party, in relation to any of the services provided or to be
provided by it to the Company, except that it may disclose any such information to its advisors (which persons shall be bound by
similar confidentiality obligations and for which BPC shall accept full responsibility in compliance with this Section 11) or as
required by law or with the prior consent of the Company. The restrictions in the preceding sentence shall not apply to information
that becomes publicly available through no fault of BPC or information that BPC may be required by law to disclose. The
Company acknowledges that BPC's advice is for the use and information of the Company and only in considering the matters to
which this Agreement relates. Such advice may not be relied on by any other Person, including, without limitation, any security
holder, employee or creditor of the Company and may not be used or relied on for any other purpose. Without limitation of the
foregoing, such advice is for the purpose of assisting the Company and does not constitute a recommendation to any stockholder of
the Company concerning actions that such stockholder might or should take in connection with any proposed Transaction.

12) Advertising: BPC shall have the right to place advertisements or other public announcements in financial and other
newspapers and journals at its own expense describing its services to the Company hereunder. Any such advertisement of public
announcement shall be subject to the approval of the Company, which approval shall not be unreasonably withheld; provided,
however, that following the closing of a Transaction, BPC shall be entitled to describe its services to the Company in its own
 newsletter or in other public relations arid promotional materials, without the approval of the Company. In addition, in any press
release associated with the Transaction the Company agrees to mention BPC as its exclusive financial advisor and describe BPC's
services to the Company hereunder.

13) Headings: Headings are provided solely for convenience and are not intended to be a part of this Agreement.

14) Governing Law: This Agreement shall be governed by, and construed in accordance with, the law of the State of New York
without giving effect to principles governing conflicts of law. If any provision of this agreement or the application thereof to any
person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the
application of such provisions to persons or circumstances other than those to which it is held invalid or unenforceable shall not be
affected thereby and shall be valid and enforceable to the fullest extent permitted by law. Furthermore, Telkonet, Inc. irrevocably
submits to the exclusive jurisdiction of the State of New York, City of New York in connection with any dispute that arises under
this Agreement between the parties.

If the foregoing is in accordance with your understanding, kindly sign where indicated below and return an executed copy
to us.

Very truly yours Accepted and agreed to as of the date first above written:

BRYANT PARK CAPITAL, INC. TELKONET, INC.

By: /s/ signature By: /s/ signature

Title: CEO

Jurisdiction of Organization:
Utah

Federal Tax ID#: 87-06-27-421

Location of Principal Place of Business:

Germantown, MD

SCHEDULE A
INDEMNIFICATION AND CONTRIBUTION

This Schedule A is a part of and is incorporated into that certain letter agreement (together with this Schedule A, the
"Agreement"), dated December 19, 2006 by and between the Company and BPC. Terms not otherwise defined herein have the
meaning ascribed to them in the main body of this Agreement.

1. By the Company. The Company agrees to indemnify and hold harmless BPC and its Affiliates, and the respective directors,
officers, agents, consultants and employees of BPC and its Affiliates (BPC and each such entity or person, a "BPC
Indemnified Person") from and against any losses, claims, damages, judgments, assessments, costs, legal fees and other liabilities
(collectively "Liabilities"), and will reimburse each BPC Indemnified Person for all fees and expenses (including the reasonable
fees and expenses of counsel) (collectively, "Expenses") as they are incurred in investigating, preparing, pursuing or defending any
claim, action, proceeding or investigation, whether or not in connection with pending or threatened litigation, regulatory
proceeding or arbitration and whether or not any BPC Indemnified Person is a party (collectively, "Actions"), arising out of or in
connection with advice or services rendered or to be rendered by any BPC Indemnified Person pursuant to this Agreement, the
Transactions contemplated hereby (including but not limited to any untrue statement of a material fact on the part of the Company
in connection with the Transaction or any related Memorandum (the "Memorandum") or the omission to state in the Memorandum
a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they
were made, not misleading) or any BPC Indemnified Person's actions or inactions in connection with any such advice, actions,
inactions, services or Transactions; provided that the Company will not be responsible and shall be reimbursed by BPC for any
Liabilities or Expenses of any BPC Indemnified Person that are determined by a judgment of a court of competent jurisdiction
 which is no longer subject to appeal or further review to have resulted from such BPC Indemnified Person's gross negligence in
connection with any of the advice, actions, inactions, services or transactions referred to above, or to the extent that any such
Liabilities or Expenses arises out of or are based upon an untrue statement of a material fact or omission made in reliance upon and
in conformity with written information furnished to the Company by BPC specifically for use in the preparation of the
Memorandum. The Company also agrees to reimburse each BPC Indemnified Person for all Expenses as they are incurred
in connection with enforcing such BPC Indemnified Person's rights under this Agreement (including, without limitation, its rights
under this Schedule A).

2. Procedure. Upon receipt by a BPC Indemnified Person of actual notice of an Action against such BPC Indemnified Person with
respect to which indemnity may be sought under this Agreement, such BPC Indemnified Person shall promptly notify
the Company (an "Indemnifying Party") in writing; provided that failure so to notify such Indemnifying Party shall not relieve
such Indemnifying Party from any liability which such Indemnifying Party may have on account of this indemnity or
otherwise, except to the extent such Indemnifying Party shall have been materially prejudiced by such failure. The Indemnifying
Party shall, if requested by the BPC Indemnified Person, assume the defense of any such Action including the retention of
counsel reasonably satisfactory to the BPC Indemnified Person. Any BPC Indemnified Person shall have the right to employ
separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such BPC Indemnified Person, unless: (i) the Indemnifying Party has failed promptly to assume the defense and
employ counsel or (ii) the named parties to any such Action (including any impleaded parties) include both such BPC Indemnified
Person and the Indemnifying Party, and such BPC Indemnified Person shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party; provided
that the Indemnifying Party shall not in such event be responsible hereunder for the fees and expenses of more than one firm of
separate counsel in connection with any Action in the same jurisdiction, in addition to any local counsel. The Indemnifying Party
shall not be liable for any settlement of any Action effected without its written consent, which consent shall not be
unreasonably withheld. In addition, an Indemnifying Party will not, without prior written consent of the applicable BPC
Indemnified Person, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or
threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any BPC
Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional
release of each BPC Indemnified Person from all Liabilities arising out of such Action.

3. Contribution. In the event that the foregoing indemnity is unavailable to a BPC Indemnified Person other than in accordance
with this Agreement, the Company shall contribute to the Liabilities and Expenses paid or payable by such BPC Indemnified
Person in such proportion as is appropriate to reflect (1) the relative benefits to the Company and its shareholders, on the one hand,
and to BPC, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately
preceding clause is not permitted by applicable law, not only such. relative benefits but also the relative fault of the Company, on
the one hand, and BPC, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as
any other relevant equitable considerations. For purposes of this paragraph, the relative benefits to the Company and its
shareholders, on the one hand, and to BPC, on the other hand, of the matters contemplated by this Agreement shall be deemed to
be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the
Company or the Company's shareholders, as the case may be, in the Transaction or Transactions that are within the scope of this
Agreement, whether or not any such Transaction is consummated, bears to (b) the fees paid to BPC under this Agreement. The
relative fault of the Company on the one hand, and the BPC on the other hand, will be determined with reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact is relative to
information supplied by the Company or BPC, and with reference to each of the Company's and BPC's relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and BPC agree that it would
not be just and equitable if contribution pursuant to this paragraph 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 this paragraph.

4. Other Liabilities. The Company also agrees that no BPC Indemnified Person shall have any liability (whether direct or indirect,
in contract or tort or otherwise) to the Company or any of its affiliates, directors, officers, agents, advisors, stockholders, creditors
or interest holders for or in connection with advice or services rendered or to be rendered by any BPC Indemnified Person pursuant
to this Agreement, the Transactions contemplated hereby or any such BPC Indemnified Person's actions or inactions in connection
with any such advice, services or Transactions. In no event, regardless of any legal theory advanced, shall any BPC Indemnified
Person be liable under this Agreement for any consequential, indirect, incidental or special damage of any nature.

5. Effective. The reimbursement, indemnity and contribution obligations of the Company and BPC set forth herein shall apply to
any modification of this Agreement and shall remain in full force and effect regardless of any termination of, or the completion of
any Indemnified Person's services under or in connection with, this Agreement.

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 SCHEDULE B
EXEMPTIONS TO TABLE A AS MUTUALLY AGREED UPON B BOTH PARTIES

Enable Capital Management BPC Fees:

Cash Portion: 2.0%
Warrant Portion: 2.0%

Other Parties Introduced by BPC Fees:

Objective Equity LLC Cash Portion: 2.0%
Warrant Portion: 2.0%

Members of the Company's Board of BPC Fees:

Directors or Company's Executive Cash Portion: 0.0%
Management Warrant Portion: 0.0%

10