RECITALS

EXHIBIT 10.31

EXECUTION

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

This Amendment, dated as of November 19, 2002, is made by and between
SOUTHERN FLOW COMPANIES, INC., a Delaware corporation (the "Borrower"), and
XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").

RECITALS

The Borrower and the Lender are parties to a Credit and Security
Agreement dated as of September 24, 2001 (the "Credit Agreement"). Capitalized
terms used in these recitals have the meanings given to them in the Credit
Agreement unless otherwise specified.

The Borrower has requested that certain amendments be made to the
Credit Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

1. Defined Terms. Capitalized terms used in this Amendment which
are defined in the Credit Agreement shall have the same meanings as defined
therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit
Agreement is amended by adding or amending, as the case may be, the following
definitions:

"Advance" means a Revolving Advance or a Term Advance.

"Availability" means the difference between (i) the Borrowing
Base and (ii) the outstanding principal balance of the Revolving Note.

"Equipment" means (i) the Purchased Equipment and (ii) all of
the Borrower's equipment, as such term is defined in the UCC, whether
now owned or hereafter acquired, including but not limited to all
present and future machinery, vehicles, furniture, fixtures,
manufacturing equipment, shop equipment, office and record keeping
equipment, parts, tools, supplies, and including specifically the goods
described in any equipment schedule or list herewith or hereafter
furnished to the Lender by the Borrower.

"Floating Rate" means (i) with respect to the Revolving
Advances, an annual interest rate equal to the sum of the Base Rate
plus one percent (1.0%) and (ii) with respect to the Term Advance, an
annual interest rate equal to the sum of the Base Rate plus two percent
(2.0%), which interest rate shall, in each case, change when and as the
Base Rate changes.

"Loan Documents" means this Agreement, the Notes and the
Security Documents.

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"Note" means the Revolving Note or the Term Note, and "Notes"
means the Revolving Note and the Term Note.

"Purchased Equipment" means the equipment described on Exhibit
E attached hereto.

"Revolving Advance" has the meaning specified in Section 2.1.

"Revolving Note" means the Borrower's revolving promissory
note, payable to the order of the Lender in substantially the form of
Exhibit A hereto.

"Term Advance" has the meaning specified in Section 2.15.

"Term Note" means the Borrower's promissory note, payable to
the order of the Lender in substantially the form of Exhibit D hereto.

2. Sections 2.1, 2.2, 2.6(e), 2.10 and 2.11 of the Credit
Agreement are amended by substituting the words "Revolving Advance" for the word
"Advance" and the words "Revolving Advances" for the word "Advances" in every
occurrence in those Sections.

3. Section 2.5(a) of the Credit Agreement is amended by
substitution the word "Notes" for the word "Note" in that Section.

4. Section 2.6(d) of the Credit Agreement is amended by changing
the name of that Section to "WAIVER OF TERMINATION AND PREPAYMENT FEES" and by
adding "and (h)" to the reference to "subsection (c)" in that Section.

5. The following new Section 2.6(h) is added to the Credit
Agreement:

"(h) PREPAYMENT FEES. If the Term Note is prepaid for any
reason, the Borrower shall pay to the Lender a fee in an amount equal
to one percent (1.0%) of the amount prepaid if prepayment occurs after
the first anniversary of the Funding Date."

6. The following new Sections 2.15 and 2.16 are added to the
Credit Agreement:

"Section 2.15. Term Advances.

(a) The Lender agrees, subject to the terms and conditions of
this Agreement, to make a maximum of four advances to the Borrower from
time to time during the period from the Funding Date to the Termination
Date (each a "Term Advance"). The Lender shall have no obligation to
make a Term Advance if: (i) more than sixty days have passed from the
date of the first Term Advance, (ii) after giving effect to such
requested Term Advance, the outstanding principal balance of the Term
Advances would exceed the lesser of $260,000 or 90% of the invoice cost
of the Purchased Equipment, reduced by the aggregate amount of
scheduled principal payments described in Section 2.16 or (iii) the
Lender shall not have received the Invoices, bills of sale and
confirmation of delivery of the Purchased Equipment, each in substance
and form acceptable to the Lender in its sole discretion. The
Borrower's obligation to pay the Term Advance shall be evidenced by the
Term Note and shall be secured by the Collateral as provided in Article
III.

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(b) The Borrower shall make each request for a Term Advance to
the Lender before 11:00 a.m., Denver, Colorado time, one Banking Day
before the day of the requested Term Advance. Requests may be made in
writing or by telephone, specifying the date of the requested Term
Advance and the amount thereof.

(d) Upon fulfillment of the applicable conditions set forth in
Article IV, the Lender shall deposit the proceeds of the requested Term
Advance by crediting the same to the Borrower's demand deposit account
specified in Section 2.2(b) unless the Lender and the Borrower shall
agree in writing to another manner of disbursement. Upon the Lender's
request, the Borrower shall promptly confirm any telephonic request for
the Term Advance by executing and delivering an appropriate
confirmation certificate to the Lender. The Borrower shall be obligated
to repay the Term Advance notwithstanding the Lender's failure to
receive such confirmation and notwithstanding the fact that the person
requesting the same was not in fact authorized to do so. The request
for the Term Advance, whether written or telephonic, shall be deemed to
be a representation by the Borrower that the conditions set forth in
Section 4.2. have been satisfied as of the time of the request.

Section 2.16. Payment of Term Note. The outstanding principal
balance of the Term Note shall be due and payable as follows:

(a) Beginning on the earlier of (i) the first day of the month
following the last Term Advance and (ii) the first day of the third
month following the first Term Advance, and on the first day of each
month thereafter, in substantially equal monthly installments equal to
an amount sufficient to fully amortize the principal balance of the
Term Note over an assumed term ending on the third anniversary of the
date of the first principal payment; and

(b) On the Termination Date, the entire unpaid principal
balance of the Term Note, and all unpaid interest accrued thereon,
shall in any event be due and payable."

7. Section 3.6 of the Credit Agreement is amended by deleting the
first sentence in that Section and replacing it with the following sentence:

"The Borrower authorizes the Lender to file from time to time where
permitted by law, such financing statements against collateral
described as "all personal property" or describing specific items of
collateral including commercial tort claims as the Lender deems
necessary or useful to perfect the Security Interest."

8. Section 6.2(c) of the Credit Agreement is amended and restated
in its entirety to read as follows:

"(c) CAPITAL EXPENDITURES. The Borrower will not incur or
contract to incur Capital Expenditures of more than $500,000 in the
aggregate during the fiscal year ending December 31, 2002."

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9. Section 6.3(b) of the Credit Agreement is amended by adding
the following new sentence at the end thereof:

"Any authorization by the Lender to any Person to amend financing
statements in favor of the Lender shall be in writing."

10. Section 7.1 of the Credit Agreement is amended by adding the
following new phrase at the end thereof:

"provided, however, that an Event of Default under Section 7.1(u) of
the Credit and Security Agreement dated September 6, 2002 by and
between Metretek, Incorporated and Xxxxx Fargo Business Credit, Inc.
shall not be considered an Event of Default hereunder."

11. Section 8.10 of the Credit Agreement is amended by adding the
following sentence at the end thereof.

"To the extent permitted by law, each Borrower waives and will not
assert against any assignee any claims, defenses or set-offs which such
Borrower could assert against the Lender."

12. The Credit Agreement is amended by adding Exhibit D, Form of
Term Note, and Exhibit E, Purchased Equipment, both attached hereto.

13. Schedule 5.1 of the Credit Agreement is amended by adding the
following new equipment location at the end thereof:

"300 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000"

14. Schedule 6.4 of the Credit Agreement is amended by adding the
following new guaranty at the end thereof:

"Guaranty of Metretek, Incorporated credit facility dated September 6,
2002 with Xxxxx Fargo Business Credit, Inc."

15. No Other Changes. Except as explicitly amended by this
Amendment, all of the terms and conditions of the Credit Agreement shall remain
in full force and effect and shall apply to any advance or letter of credit
thereunder.

16. Amendment Fee. The Borrower shall pay the Lender as of the
date hereof a fully earned, non-refundable fee in the amount of $2,400 in
consideration of the Lender's execution and delivery of this Amendment.

17. Conditions Precedent. This Amendment shall be effective when
the Lender shall have received an executed original hereof, together with each
of the following, each in substance and form acceptable to the Lender in its
sole discretion:

(a) The Term Note, duly executed on behalf of the Borrower.

(b) The Acknowledgment and Agreement of Guarantors set
forth at the end of this Amendment, duly executed by each Guarantor.

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(d) Such other matters as the Lender may require.

18. Representations and Warranties. The Borrower hereby represents
and warrants to the Lender as follows:

(a) The Borrower has all requisite power and authority to
execute this Amendment and the Term Note and to perform all of its obligations
thereunder, and this Amendment and the Term Note have has been duly executed and
delivered by the Borrower and constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their terms.

(b) The execution, delivery and performance by the Borrower of
this Amendment and the Term Note have been duly authorized by all necessary
corporate action and do not (i) require any authorization, consent or approval
by any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) violate any provision of any law,
rule or regulation or of any order, writ, injunction or decree presently in
effect, having applicability to the Borrower, or the articles of incorporation
or by-laws of the Borrower, or (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which it or its
properties may be bound or affected.

(c) All of the representations and warranties contained in
Article V of the Credit Agreement are correct on and as of the date hereof as
though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date.

19. References. All references in the Credit Agreement to "this
Agreement" shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Security Documents to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.

20. No Other Waiver. The execution of this Amendment and
acceptance of the Term Note and any documents related hereto shall not be deemed
to be a waiver of any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Security Document or other
document held by the Lender, whether or not known to the Lender and whether or
not existing on the date of this Amendment.

21. Release. The Borrower and each Guarantor by signing the
Acknowledgment and Agreement of Guarantors set forth below, each hereby
absolutely and unconditionally releases and forever discharges the Lender, and
any and all participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and assigns thereof,
together with all of the present and former directors, officers, agents and
employees of any of the foregoing, from any and all claims, demands or causes of
action of any kind, nature or description, whether arising in law or equity or
upon contract or tort or under any state or federal law or otherwise, which the
Borrower or such Guarantor has had, now has or has made claim to have against
any such person for or by reason of any act, omission, matter, cause or thing
whatsoever arising from the beginning of time to and including the date of this
Amendment,

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whether such claims, demands and causes of action are matured or
unmatured or known or unknown.

22. Costs and Expenses. The Borrower hereby reaffirms its
agreement under the Credit Agreement to pay or reimburse the Lender on demand
for all costs and expenses incurred by the Lender in connection with the Loan
Documents, including without limitation all reasonable fees and disbursements of
legal counsel. Without limiting the generality of the foregoing, the Borrower
specifically agrees to pay all fees and disbursements of counsel to the Lender
for the services performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental hereto. The Borrower
hereby agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses and the fee
required under Paragraph 16 hereof.

23. Miscellaneous. This Amendment and the Acknowledgment and
Agreement of Guarantors may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and all of
which counterparts, taken together, shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.

XXXXX FARGO BUSINESS CREDIT, INC. SOUTHERN FLOW COMPANIES, INC.

By: /s/ Xxxxx Xxxxxxx By: /s/ A. Xxxxxxx Xxxxxxx
-------------------------------- -----------------------

Name: Xxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx
-------------------------------- -----------------------
Its: Chief Financial Officer
-----------------------
Its: Commercial Banking Officer
--------------------------------

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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

The undersigned, each a guarantor of the indebtedness of Southern Flow
Companies, Inc. (the "Borrower") to Xxxxx Fargo Business Credit, Inc. (the
"Lender") pursuant to a separate Guaranty dated as of September 24, 2001 (the
"Guaranty"), each hereby (i) acknowledges receipt of the foregoing Amendment;
(ii) consents to the terms (including without limitation the release set forth
in Paragraph 21 of the Amendment) and execution thereof; (iii) reaffirms its
obligations to the Lender pursuant to the terms of its Guaranty; and (iv)
acknowledges that the Lender may amend, restate, extend, renew or otherwise
modify the Credit Agreement and any indebtedness or agreement of the Borrower,
or enter into any agreement or extend additional or other credit accommodations,
without notifying or obtaining the consent of the undersigned and without
impairing the liability of the undersigned under its Guaranty for all of the
Borrower's present and future indebtedness to the Lender.

METRETEK, INCORPORATED

By: /s/ A. Xxxxxxx Xxxxxxx
---------------------------------------
Name: A. Xxxxxxx Xxxxxxx
---------------------------------------
Its: Chief Financial Officer
---------------------------------------

METRETEK TECHNOLOGIES, INC.

By: /s/ A. Xxxxxxx Xxxxxxx
---------------------------------------
Name: A. Xxxxxxx Xxxxxxx
---------------------------------------
Its: Executive Vice President
---------------------------------------

POWERSECURE, INC.

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Exhibit D to Credit and Security Agreement

TERM NOTE

$260,000 Denver, Colorado
November 19, 2002

For value received, the undersigned, SOUTHERN FLOW COMPANIES, INC., a
Delaware corporation (the "Borrower"), hereby promises to pay on the Termination
Date under the Credit Agreement (defined below), to the order of XXXXX FARGO
BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), at its main
office in Denver, Colorado, or at any other place designated at any time by the
holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of Two Hundred Sixty Thousand
Dollars ($260,000) or, if less, the aggregate unpaid principal amount of all
Term Advances made by the Lender to the Borrower under the Credit Agreement
(defined below) together with interest on the principal amount hereunder
remaining unpaid from time to time, computed on the basis of the actual number
of days elapsed and a 360-day year, from the date hereof until this Note is
fully paid at the rate from time to time in effect under the Credit and Security
Agreement of even date herewith (as the same may hereafter be amended,
supplemented or restated from time to time, the "Credit Agreement") by and
between the Lender and the Borrower. The principal hereof and interest accruing
thereon shall be due and payable as provided in the Credit Agreement. This Note
may be prepaid only in accordance with the Credit Agreement.

This Note is issued pursuant, and is subject, to the Credit Agreement,
which provides, among other things, for acceleration hereof. This Note is the
Term Note referred to in the Credit Agreement.

This Note is secured, among other things, pursuant to the Credit
Agreement and the Security Documents as therein defined, and may now or
hereafter be secured by one or more other security agreements, mortgages, deeds
of trust, assignments or other instruments or agreements.

The Borrower hereby agrees to pay all costs of collection, including
attorneys' fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

Presentment or other demand for payment, notice of dishonor and protest
are expressly waived.

SOUTHERN FLOW COMPANIES, INC.

By:
---------------------------------------

Name:
------------------------------------

Its: -------------------------------------

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Exhibit E to Credit and Security Agreement

PURCHASED EQUIPMENT

DESCRIPTION VENDOR ORIGINAL ESTIMATE INVOICE NUMBER
----------- ------ ----------------- --------------

1. MPM3000 Screen Printer SpeedLine Tech. $ 75,000.00 22202422

2. Vectra Wave Solder SpeedLine Tech. 75,000.00 21202285

3. JOT Conveyors JOT Automation 72,658.20 4267, 4272

4. JOT Conveyors, Slide Line JOT Automation ___ Quote 2793-01

5. JOT Conveyors, connecting conveyor JOT Automation ___ Quote 2793-01

6. BGA Inspection Station Starboard Tech. 18,859.48 56816

7. Additional feeders required for ___ 29,500.00 ___
Ortho contract

8. Cameras to auto-place BGA's-Fresnel ___ 9,480.00 ___
contract

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