EMPLOYMENT AND NON-COMPETITION AGREEMENT



         THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement") is

made and entered into as of June 24, 2002 by and between Metretek, Incorporated,

a Florida corporation (the "Company"), and Thomas R. Kellogg, an individual who

presently resides in Long Beach, Mississippi (the "Employee").



                              W I T N E S S E T H:



         WHEREAS, the Company desires to employ Employee, and Employee desires

to serve the Company, upon the terms and subject to the conditions set forth

herein; and



         WHEREAS, the Company and the Employee desire to set forth the terms and

conditions of such employment in this Agreement;



         NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements set forth herein, and of other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Company and Employee, intending to be legally bound hereby, agree as follows:



         SECTION 1. EMPLOYMENT. The Company hereby employs Employee, and

Employee hereby accepts such employment and agrees to serve the Company, upon

the terms and subject to the conditions set forth herein.



         SECTION 2. TERM. The term of Employee's employment hereunder shall

commence on the date first above written and shall expire one year from such

date, unless earlier terminated in accordance with the provisions of Section 5.

In the event that this Agreement has not been earlier terminated in accordance

with the provisions of Section 5, the term of Employee's employment hereunder

shall be automatically extended without further action by the Company or

Employee for additional successive one-year periods unless either party, for any

reason or no reason, shall have given written notice of termination to the other

party no less than thirty (30) days prior to the commencement of any one-year

extension period. The term of Employee's employment hereunder, including any

extension period, is sometimes hereinafter referred to as the "Employment Term."



         SECTION 3. DUTIES OF EMPLOYEE.



                  (a) GENERAL DUTIES AND RESPONSIBILITIES. During and throughout

the Employment Term, Employee shall faithfully and diligently, to the best of

his ability, serve as the President, Chief Executive Officer and a director of

the Company, and in the same or such other offices of Metretek Contract

Manufacturing, Inc., a division of the Company to be organized as a Florida

corporation and as a subsidiary of the Company ("MCM"), as he is designated,

elected or appointed by the Board of Directors of the Company ("Board"), and in

such additional management offices and capacities and with such additional

titles and duties as shall be designated by the Board during the Employment

Term, shall have the authority and perform the duties and responsibilities

customary for such offices, and shall have such other duties as may be assigned

to him from time to time by the Board or by the Chairman of the Board of the

Company (the "Chairman"). Employee shall perform his duties hereunder in

accordance with the policies from time to time established and amended by the

Company and in accordance with all applicable laws and regulations. Employee

shall use his best efforts to promote the best interests of the Company.

Employee shall always be subject to the direction, approval and control of the

Board and the Chairman in the performance of his duties. Employee acknowledges

and agrees that he may be required by the Company, without additional

compensation, to perform services for any other entity controlling, controlled

by, under common control with or otherwise affiliated with, the Company (any

such entity hereinafter referred to as an "Affiliate"), and to accept such

office or position with any Affiliate as the Board may reasonably require,

including but not limited to service as an officer and/or director of an

Affiliate.



                  (b) PERFORMANCE OF SERVICES. During and throughout the

Employment Term, Employee shall devote his full time, attention, skill, ability

and energy during normal business hours (and outside such hours when reasonably

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