EMPLOYMENT AND NON-COMPETITION AGREEMENT





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

made and entered into as of January 1, 2003 by and between PowerSecure, Inc., a

Delaware corporation (the "Company"), and Sidney Hinton, an individual who

presently resides in Wake Forest, North Carolina ("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 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 three (3) years 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 and Chief Executive Officer and a member of

the Board of Directors of the Company, and in such additional management offices

and capacities and with such additional titles and duties as shall be designated

by the Company's Board of Directors (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

necessary to perform Employee's duties hereunder) exclusively to the business

and affairs of the Company and the performance of his duties under this

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