SECOND AMENDED AND RESTATED
EFFECTIVE MARCH 20, 2006
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered
into as of March 20, 2006 (the "Effective Date"), by and between METRETEK TECHNOLOGIES, INC., a
Delaware corporation (the "Corporation"), and W. PHILLIP MARCUM (the "Officer," and collectively with the
Corporation, the "Parties").
WHEREAS, Officer is a founder of the Corporation and was instrumental in the formation of the Corporation
and its subsidiaries and in creating its business and procuring its capital; and
WHEREAS, the continued involvement of Officer in the Corporation's ongoing business is critical to the success
of the Corporation; and
WHEREAS, the Corporation and Officer previously entered into that certain Amended and Restated
Employment Agreement, dated as of November 1, 2004, as amended December 5, 2005 (as the same may
hereafter be amended, restated or otherwise modified from time to time, the "Employment Agreement"); and
WHEREAS, the Compensation Committee of the Board of Directors authorized and approved of additional
amendments to the Employment Agreement, including without limitation the extension of the term of employment
and the modification of certain aspects of the compensation of Officer, and has determined that it is in the best
interests of the Corporation to restate the Agreement to reflect the most recent as well as previous amendments;
NOW, THEREFORE, in reliance upon all of the recitals, covenants, terms and arrangements stated herein, the
Parties covenant and agree as follows:
1. Agreement to Serve.
1.1 Title. During the Employment Period, the Corporation shall employ Officer and Officer shall serve in the
employ of the Corporation as its President, Chief Executive Officer and
Chairman of the Board or under such other titles or executive offices as shall be designated by the Board of
Directors during the term of Officer's employment hereunder.