Exhibit 7.3 STRATEGIC ALLIANCE AGREEMENT This Strategic Alliance Agreement is made and entered into this 9th day of September 2005, by and between UTEK Corporation ("UTK"), 202 South Wheeler Street, Plant City, Florida 33566 a Delaware corporation, and World Energy Solutions, ("AVDU"), 3900A 31st Street North, St. Petersburg, Florida, a Florida corporation. WITNESSETH: WHEREAS, AVDU desires to engage UTK to provide the services as set forth in this Agreement, and WHEREAS, UTK is agreeable to provide these services. NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. ENGAGEMENT AVDU hereby retains UTK to provide those services as defined herein and UTK hereby agrees to the appointment on the terms and conditions hereinafter set forth and agrees to use commercially reasonable efforts in providing said services. II. INDEPENDENT CONTRACTOR UTK shall be, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder. A. AVDU shall be solely responsible for making all payments to and on behalf of its employees and UTK shall in no event be liable for any debts or other liabilities of AVDU. B. UTK shall not have or be deemed to have, fiduciary obligations or duties to AVDU, and shall be able to pursue, conduct and carry on for its own account (or for the account of others) such activities, ventures, businesses and other pursuits as UTK in its sole, absolute and unfettered discretion, may elect. C. Notwithstanding the above, no activity, venture, business or other pursuit of UTK, during the term of this Agreement shall conflict with UTK's obligations under this Agreement. III. SERVICES UTK agrees to provide the following services, hereinafter collectively