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                                                                     EXHIBIT 4.3



                           METRETEK TECHNOLOGIES, INC.

                            1998 STOCK INCENTIVE PLAN
                    AMENDED AND RESTATED AS OF JUNE 11, 2001


     SECTION 1. PURPOSES. The purposes of the Metretek Technologies, Inc. 1998
Stock Incentive Plan (the "Plan") are to promote the long-term interests of
Metretek Technologies, Inc. and its Subsidiaries by (i) attracting, retaining
and rewarding high-quality executives and other key employees and directors of,
and advisors and consultants to, the Company and its Subsidiaries, (ii)
motivating such persons by enabling them to acquire or increase a proprietary
interest in the Company in order to align the interests of such persons with the
Company's stockholders, and (iii) providing such persons with incentives to
pursue and participate in the long-term growth, profitability and financial
success of the Company.

     SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in the
Plan, the following terms as used in the Plan shall have the meanings set forth
below:

     (a) "Award" means any Option, SAR (including Limited SAR), Restricted
Stock, Deferred Stock, Performance Award, Dividend Equivalent or Other
Stock-Based Award, together with any other right or interest granted to a
Participant under the Plan.

     (b) "Award Agreement" means any written agreement, contract or other
instrument or document evidencing any Award which may, but need not, be executed
or acknowledged by a Participant.

     (c) "Board" means the Board of Directors of the Company.

     (d) "Change in Control" has the meaning given to such term in Section
9(b)(i) of the Plan.

     (e) "Change in Control Price" has the meaning given to such term in Section
9(b)(ii) of the Plan.

     (f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, together with the rules, regulations and interpretations promulgated
thereunder, and any successor provisions, rules, regulations and
interpretations.

     (g) "Committee" means a committee of directors designated by the Board, in
its discretion, to administer the Plan; provided, however, that, unless
otherwise determined by the Board, the Committee shall consist of two or more
directors, each of whom shall be (i) a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act, unless administration of the Plan
by "non-employee directors" is not then required in order for exemptions under
Rule 16b-3 to apply to transactions under the Plan, and (ii) an "outside
director" as defined under Section 162(m) of the Code, unless administration of
the Plan by "outside directors" is not then required in order to qualify for tax
deductibility under Section 162(m) of the Code.

     (h) "Company" means Metretek Technologies, Inc., a Delaware corporation,
together with any successor thereto.

     (i) "Covered Employee" means any individual who is or, in the determination
of the Board, is likely to be a "covered employee" within the meaning of Section
162(m) of the Code.

     (j) "Deferred Stock" means a right, granted to a Participant under Section
6(e) hereof, to receive cash, Shares, other Awards or other property equal in
value to dividends paid with respect to a specified number of Shares, or other
periodic payments.

     (k) "Director" means any individual who is a member of the Board.

     (l) "Director Option" means a Non-Qualified Stock Option automatically
granted to each Non-Employee Director pursuant to Section 6(b)(v) of the Plan
without any action by the Board.


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     (m) "Dividend Equivalent" means a right granted to a Participant under
Section 6(g) hereof to receive cash, Shares, other Awards or other property
equal in value to dividends paid with respect to a specific number of Shares, or
other periodic payments.

     (n) "Effective Date" means June 12, 1998.

     (o) "Eligible Person" means an officer, employee or director of, or an
advisor or consultant to, the Company or a Subsidiary.

     (p) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, together with the rules, regulations and interpretations
promulgated thereunder, and any successor provisions, rules, regulations and
interpretations.

     (q) "Fair Market Value" means the fair market value of the property or
other item being valued, as determined by the Board in its sole discretion or by
procedures established by the Board; provided, however, that the fair market
value of Shares as of any date means the closing sale price of the Shares on
such date or, if there are no sales on such date, then the closing sale price of
the Shares on the most recent date prior to such date on which there was a sale
of Shares, as reported on the Nasdaq Stock Market, on any other quotation system
approved by the National Association of Securities Dealers, Inc. or on any
national securities exchange on which Shares are then listed or quoted, which
constitutes the primary trading market for the Shares.

     (r) "Incentive Stock Option" or "ISO" means an Option that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto and is expressly designated as an Incentive Stock Option.

     (s) "Limited SAR" means a right granted to a Participant under Section 6(c)
hereof.

     (t) "Non-Employee Director" means a Director who is not an officer or
employee of the Company or any of its Subsidiaries on the applicable date.

     (u) "Non-Qualified Stock Option" or "NQSO" means an Option that is not
intended to be an Incentive Stock Option.

     (v) "Option" means a right granted under Section 6(b) hereof to purchase
Shares or other Awards at a specific price during a specific time.

     (w) "Other Stock-Based Awards" means Awards granted to a Participant under
Section 6(h) hereof.

     (x) "Participant" means any Eligible Person who has been granted an Award
under the Plan which remains outstanding, including a person who is no longer an
Eligible Person.

     (y) "Performance Award" means a right granted under Section 8 hereof to
receive Awards based upon performance criteria specified by the Board.

     (z) "Person" means any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

     (aa) "Plan" means the Metretek Technologies, Inc. 1998 Stock Incentive
Plan, as amended from time to time in accordance with the provisions hereof.

     (bb) "Restricted Stock" means any Shares granted under Section 6(d) hereof.

     (cc) "Related Party" has the meaning given to such term in Section
9(b)(iii) hereof.

     (dd) "Rule 16b-3" means Rule 16b-3 as from time to time in effect and
applicable to the Plan and the Participants, as promulgated and interpreted by
the SEC under Section 16 of the Exchange Act, including any successor rule
thereto.

     (ee) "SEC" means the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.


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     (ff) "Shares" means shares of common stock, par value $.01 per share, of
the Company, or such other securities of the Company as may be designated by the
Board from time to time.

     (gg) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Section 6(c) hereof, to be paid an amount measured by the
appreciation in the Fair Market Value of shares from the date of grant to the
date of exercise.

     (hh) "Subsidiary" means any corporation (whether now or hereafter existing)
which, on the date of determination, qualifies as a subsidiary corporation of
the Company under Section 425(f) of the Code, and any successor thereto.

     (ii) "Voting Securities" has the meaning given to such term in Section
9(b)(iv) hereof.


     SECTION 3. ADMINISTRATION.

     (a) Authority of the Board. The Plan shall be administered by the Board.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Board by the Plan, the Board
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an Eligible Person; (iii)
determine the number of Awards to be granted, the number of Shares or amount of
cash or other property to which an Award will relate, the terms and conditions
of any Award (including, but not limited to, any exercise price, grant price or
purchase price, any exercise or vesting periods, any limitation or restriction,
any schedule for lapse of limitations, forfeiture restrictions or restrictions
on exercisability or transferability, and any accelerations or waivers thereof,
based in each case on such considerations as the Board shall determine), and all
other matters to be determined in connection with an Award; (iv) determine
whether, to what extent and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
Awards may be accumulated, vested, exchanged, surrendered, canceled, forfeited
or suspended; (v) determine whether, to what extent and under what circumstances
cash, Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the Participant or of the Committee; (vi) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (vii) prescribe the form of each Award Agreement, which need
not be identical for each Participant; (viii) adopt, amend, suspend, waive or
rescind such rules and regulations and appoint such agents as it shall deem
necessary or desirable for the administration of the Plan; (ix) correct any
defect or supply any omission or reconcile any inconsistency, and to construe
and interpret the Plan, the rules and regulations, any Award Agreement or other
instrument entered into or Award made under the Plan; and (x) make any other
determinations and decisions and take any other action that the Board deems
necessary or desirable for the administration of the Plan. Notwithstanding
anything else contained in the Plan to the contrary, neither the Committee, if
any, nor the Board shall have any discretion regarding whether an Non-Employee
Director shall receive a Director Option pursuant to Section 6(b)(v) hereof or
regarding the terms of any Director Option which are set forth in Section
6(b)(v) hereof.

     (b) Exercise of Authority. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Board, may be made at any time and shall be final, conclusive and binding upon
all Persons, including the Company, its Subsidiaries, Eligible Persons,
Participants, holders or beneficiaries of Awards, and stockholders. The express
grant of any specific power to the Board, and the taking of any action by the
Board, shall not be construed as limiting any power or authority of the Board.
The Board may delegate to officers or managers of the Company or any Subsidiary,
or committees thereof, the authority, subject to such terms as the Board shall
determine, to perform such functions, including administrative functions, as the
Board may determine, to the extent that such delegation will not result in the
loss of an exemption under Rule 16b-3 for Awards granted to Participants subject
to Section 16 of the Exchange Act in respect of the Company and will not cause
Awards intended to qualify as "performance-based compensation" under Section
162(m) of the Code of the Code to fail to so qualify. The Board may appoint
agents to assist it in administering the Plan.

     (c) Delegation to a Committee. Notwithstanding anything to the contrary
contained herein, the Board may at any time, or from time to time, appoint a
Committee and delegate to such Committee the authority of the Board to
administer the Plan, including to the extend provided by the Board, the power to
further delegate such authority. Upon such appointment and delegation, any such
Committee shall have all the powers, privileges and duties of the Board in the
administration of the Plan to the extent provided in such delegation, except for
the power to appoint members of the Committee and to terminate, modify or amend
the Plan. The Board may from time to time appoint members of any such


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Committee in substitution for or in addition to members previously appointed,
may fill vacancies in such Committee and may discharge such Committee. Any such
Committee shall hold its meetings at such times and places as it shall deem
advisable. A majority of members shall constitute a quorum and all
determinations shall be made by a majority of such quorum. Any determination
reduced to writing and signed by all of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.

     (d) Limitation of Liability. The Board, the Committee, if any, and each
member of each shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any executive officer, other
officer or employee of the Company or a Subsidiary, the Company's independent
auditors, legal counsel, other consultants or any other agents assisting in the
administration of the Plan. Members of the Board and of the Committee, if any,
and any officer or employee of the Company or a Subsidiary acting at the
direction or on behalf of the Board and of the Committee, if any, shall not be
personally liable for any action or determination taken or made in good faith
with respect to the Plan, and shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action or
determination.

     SECTION 4. SHARES AVAILABLE FOR AWARDS.

     (a) Shares Available. Subject to adjustment as provided in Section 4(b)
hereof, the total number of Shares with respect to which Awards may be granted
under the Plan shall be 1,750,000. If any Shares covered by an Award granted
under the Plan, or to which such an Award relates, are forfeited, or if an Award
otherwise terminates or is canceled without the delivery of Shares, or if
payment is made to the Participant in the form of cash or other property other
than Shares, then the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares with respect to which Awards may be granted, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again be, or shall
become, Shares with respect to which Awards may be granted, to the extent
permissible under Rule 16b-3. In the event that any Option or other Award
granted hereunder is exercised through the delivery of Shares, the number of
Shares available for Awards under the Plan shall be increased by the number of
Shares surrendered, to the extent permissible under Rule 16b-3. For purposes of
this Section 4(a), the number of Shares to which an Award relates shall be
counted against the number of Shares reserved and available under the Plan at
the time of grant of the Award, unless such number of Shares cannot be
determined at that time, in which case the number of Shares actually distributed
pursuant to the Award shall be counted against the number of Shares reserved and
available under the Plan at the time of distribution; provided, however, that
Awards related to or retroactively added to, or granted in tandem with,
substituted for or converted into, other Awards shall be counted or not counted
against the number of Shares reserved and available under the Plan in accordance
with procedures adopted by the Committee so as to ensure appropriate counting
but avoid double counting; and provided, further, that the number of Shares
deemed to be issued under the Plan upon exercise of an Option or an Other
Stock-Based Award in the nature of a stock purchase right shall be reduced by
the number of Shares surrendered by the Participant in payment of the exercise
or purchase price of the Award.

     (b) Adjustments. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
recapitalization, forward or reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, exchange of Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such that an
adjustment is necessary or determined by the Board to be appropriate in order to
prevent dilution or enlargement of the Participants' rights under the Plan, then
the Board shall proportionately adjust any or all of (i) the number and kind of
Shares or other securities of the Company (or number and kind of other
securities or property) which may thereafter be issued in connection with
Awards; (ii) the number and kind of Shares or other securities of the Company
(or number and kind of other securities or property) issued or issuable with
respect to outstanding Awards; and (iii) the grant, exercise or purchase price
with respect to any Award; provided, in each case, that with respect to Awards
of Incentive Stock Options, no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code, as from time to time amended. If, pursuant to the preceding sentence, an
adjustment is made to outstanding Options held by Participants, a corresponding
adjustment shall be made to outstanding Director Options and if, pursuant to the
preceding sentence, an adjustment is made to the number of Shares authorized for
issuance under the Plan, a corresponding adjustment shall be made to the number
of Shares subject to each Director Option thereafter granted pursuant to Section
6(b)(v).

     (c) Sources of Shares. Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of treasury
Shares, including Shares repurchased by the Company for purposes of the Plan.


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     SECTION 5. ELIGIBILITY. Awards may be granted under the Plan only to
Eligible Persons, except that (a) only Eligible Persons who are employees of the
Company or a Subsidiary shall be eligible for the grant of Incentive Stock
Options, and (b) only Non-Employee Directors shall receive Director Options in
accordance with Section 6(b)(v) hereof.

     SECTION 6. SPECIFIC TERMS OF AWARDS.

     (a) General. Subject to the provisions of the Plan and any applicable Award
Agreement, Awards may be granted as set forth in this Section 6. In addition,
the Board may impose on any Award or the exercise thereof, at the date of grant
or thereafter (subject to the terms of Section 10 hereof), such additional terms
and conditions, not inconsistent with the provisions of the Plan, as the Board
shall determine, including terms requiring forfeiture of Awards in the event of
termination of employment by the Participant and terms permitting a Participant
to make elections pertaining to his Award. Subject to the provisions of the
Plan, the Board shall have the right to accelerate the vesting or exercising of
any Award granted under the Plan. Except as provided in Section 7(a) hereof, or
as required by applicable law, Awards shall be granted for no consideration
other than prior and future services.

     (b) Options. Subject to the provisions of the Plan, the Board is authorized
to grant Options to Eligible Persons on the following terms and conditions:

          (i) Exercise Price. The exercise price per Share of an Option shall be
     determined by the Board; provided, however, that, except as provided in
     Section 7(a), such exercise price shall not be less than the Fair Market
     Value of a Share on the date of grant of such Option.

          (ii) Option Term. The term of each Option shall be determined by the
     Board.

          (iii) Methods of Exercise. The Board shall determine the time or times
     at which or the circumstances under which an Option may be exercised in
     whole or in part (including based on achievement of performance goals
     and/or service requirements), the methods by which such exercise price may
     be paid or deemed to be paid, and the form of such payment, including,
     without limitation, cash, Shares, other outstanding Awards or other
     property (including notes or other contractual obligations of Participants
     to make payment on a deferred bases, to the extent permitted by law) or any
     combination thereof, having a Fair Market Value equal to the exercise
     price.

          (iv) Incentive Stock Options. The terms of any Incentive Stock Option
     granted under the Plan shall comply in all material respects with the
     provisions of Section 422 of the Code or any successor provision thereto.
     Incentive Stock Options may only be issued to employees of the Company or a
     Subsidiary. Anything in the Plan to the contrary notwithstanding, no term
     of the Plan relating to ISOs (including any SAR in tandem therewith) shall
     be interpreted, amended or altered, nor shall any discretion or authority
     granted under the Plan be exercised, so as to disqualify either the Plan or
     any ISO under Section 422, unless the Participant has first requested the
     change that will result in such disqualification.

          (v) Director Options.

              (A) Annual Grants. Notwithstanding any other provision in the
     Plan to the contrary, each Non-Employee Director shall be automatically
     granted, without action on the part of the Company, the Board, the
     Committee or any other person, a Director Option to purchase 10,000 Shares
     on the date of each annual meeting of stockholders of the Company beginning
     with the 1998 Annual Meeting of Stockholders; provided, however, that
     Director Options shall not be granted to a Non-Employee Director in a given
     year if, during the 6-month period prior to and including the date the
     Director Option would otherwise be granted pursuant to this Section
     6(b)(v), such Non-Employee Director was granted a Director Option pursuant
     to clause (B) below.

              (B) Grant Upon Initial Election. A Director Option to purchase
     20,000 Shares shall be automatically granted to each individual who is
     first elected or appointed to serve as a member of the Board after the
     Effective Date and who, as of the time of such election or appointment, is
     a Non-Employee Director.

              (C) Terms. All Director Options shall be NQSOs which shall be
     granted for no consideration other than services. The exercise price per
     Share purchasable under a Director Option shall be equal to the Fair Market
     Value of the Shares on the date of grant of the Director Option. Each
     Director Option shall be exercised by giving written notice of exercise to
     the Company accompanied by payment in full of the Exercise price in cash
     (including by check) or by surrender of Shares acquired by the Director at
     least six months prior to


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     the Exercise Date, which Shares have a Fair Market Value at the time of
     delivery equal to the Exercise price, or a combination of a cash payment
     and such a surrender of Shares.

              (D) Exercisability. A Director Option shall be exercisable and
     fully vested immediately upon grant and shall continue to be exercisable
     until the earlier of (1) 10 years after the date of grant, (2) a number of
     years after the Non-Employee Director ceases to serve as a member of the
     Board equal to the number of years (including any partial years) the
     Non-Employee Director served as a member of the Board, if a Non-Employee
     Director ceases to serve as a member of the Board for any reason other than
     dismissal for cause, and (3) at the time the Non-Employee Director ceases
     to serve as a member of the Board, if he is dismissed for cause; provided,
     however, that, if a Non-Employee Director ceases serving as a member of the
     Board and, immediately thereafter, he is employed by the Company or a
     Subsidiary, then, solely for purposes of this Section 6(b)(v), he shall not
     be deemed to have ceased to serve as a member of the Board at any time, and
     his continued employment by the Company or any Subsidiary shall be deemed
     to be continued service as a member of the Board for purposes of the Plan
     (except that such former Board member shall not be eligible for additional
     grants and Director Options under the Plan); and provided, further, that a
     Director Option shall be exercisable after the date a Non-Employee Director
     ceases to serve as a member of the Board (unless the Non-Employee Director
     continues to be employed by the Company or a Subsidiary under the preceding
     proviso) only to the extent such Director Option was exercisable at such
     date.

              (E) Non-Exclusivity. The automatic grant of Director Options under
     this Section 6(b)(v) shall not be exclusive and, in addition thereto,
     additional Options or other Awards may be granted to such Non-Employee
     Director in the discretion of the Board or the Committee of such kinds, in
     such amounts and at such times as the Board or the Committee shall decide
     in its sole discretion.

     (c) Stock Appreciation Rights. The Board is authorized to grant Stock
Appreciation Rights to Eligible Persons on the following terms and conditions:

          (i) Right to Payment. A Stock Appreciation Right shall confer on the
     Participant to whom it is granted a right to receive, upon exercise
     thereof, the excess of (A) the Fair Market Value of a Share on the date of
     exercise (or, in the case of a Limited SAR, the Fair Market Value
     determined by reference to the Change in Control Price), or, if the Board
     shall so determine in the case of any such right other than one related to
     any Incentive Stock Option, at any time during a specified period before or
     after the date of exercise, over (B) the grant price of the Stock
     Appreciation Right as determined by the Board as of the date of grant of
     the Stock Appreciation Right, which, except as provided in Section 7(a)
     hereof, shall not be less than the Fair Market Value of a Share on the date
     of grant.

          (ii) Other Terms. The term, methods of exercise, methods of settlement
     and any other terms and conditions of any Stock Appreciation Right shall be
     determined by the Board. Limited SARs that may only be exercised in
     connection with a Change in Control or other event as specified by the
     Board may be granted on such terms, not inconsistent with this Section
     6(c), as the Board may determine. SARs and Limited SARs may be awarded
     either on a free-standing basis or in tandem with other Awards.

     (d) Restricted Stock. The Board is authorized to grant Restricted Stock to
Eligible Persons on the following terms and conditions:

          (i) Grant and Restrictions. Restricted Stock shall be subject to such
     restrictions on transferability, risk of forfeiture and other restrictions
     as the Board may impose (including, without limitation, limitations on the
     right to vote Restricted Stock or the right to receive dividends thereon),
     which restrictions may lapse separately or in combination at such times,
     under such circumstances (including based on the achievement of performance
     goals and/or future service requirements), in such installments, or
     otherwise, as the Board shall determine at the time of grant or thereafter.
     Except to the extent restricted under the terms of the Plan and any Award
     Agreement relating to the Restricted Stock, a Participant granted
     Restricted Stock shall have all of the rights of a stockholder, including
     the right to vote the Restricted Stock and the right to receive dividends
     thereon (subject to any mandatory reinvestment or other requirement imposed
     by the Board). During the restricted period applicable to the Restricted
     Stock, subject to Section 11 hereof, the Restricted Stock may not be sold,
     transferred, pledged, hypothecated, margined or otherwise encumbered by the
     Participant.

          (ii) Forfeiture. Except as otherwise determined by the Committee at
     the time of grant or thereafter, upon termination of employment or service
     on the Board (as determined under criteria established by the Board) during
     the applicable restriction period, Restricted Stock that is at that time
     subject to restrictions shall


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     be forfeited and reacquired by the Company; provided, however, that
     restrictions on Restricted Stock shall be waived in whole or in part in the
     event of terminations resulting from specified causes, and the Committee
     may in other cases waive in whole or in part restrictions on or the
     forfeiture of Restricted Stock.

          (iii) Certificates for Shares. Restricted Stock granted under the Plan
     may be evidenced in such manner as the Board shall determine, including,
     without limitation, issuance of certificates representing Shares.
     Certificates representing Shares of Restricted Stock shall be registered in
     the name of the Participant and shall bear an appropriate legend referring
     to the terms, conditions and restrictions applicable to such Restricted
     Stock, and the Board may require that the Company retain physical
     possession of the Certificates, and that the Participant deliver a stock
     power to the Company, endorsed in blank, relating to the Restricted Stock.

          (iv) Dividends and Splits. As a condition to the grant of an Award of
     Restricted Stock, the Board may require that any cash dividends paid on a
     share of Restricted Stock be automatically reinvested in additional shares
     of Restricted Stock or applied to the purchase of additional Awards under
     the Plan. Unless otherwise determined by the Board, Shares distributed in
     connection with a stock split or stock dividend, and other property
     distributed as a dividend, shall be subject to restrictions and a risk of
     forfeiture to the same extent as the Restricted Stock with respect to which
     such Shares or other property has been distributed.

     (e) Deferred Stock. The Board is authorized to grant Deferred Stock to
Eligible Persons on the following terms and conditions:

          (i) Issuance and Limitations. Delivery of Shares shall occur upon
     expiration of the deferral period specified for the Award of Deferred Stock
     by the Board. In addition, an Award of Deferred Stock shall be subject to
     such limitations (including a risk of forfeiture) as the Committee may
     impose (if any), which limitations may lapse at the expiration of the
     deferral period or at other specified times (including based on achievement
     of performance goals and/or future service requirements, separately or in
     combination, in installments or otherwise, as the Committee shall determine
     at the time of grant or thereafter. A Participant awarded Deferred Stock
     shall have no voting rights and shall have no rights to receive dividends
     in respect of Deferred Stock, unless and only to the extent that the
     Committee shall award Dividend Equivalents in respect of such Deferred
     Stock.

          (ii) Forfeiture. Except as otherwise determined by the Board upon
     termination of employment with or service to the Company (as determined
     under criteria established by the Board) during the applicable deferral
     period or portion thereof to which forfeiture conditions apply, Deferred
     Stock that is at that time subject to deferral (other than a deferral at
     the election of the Participant) shall be forfeited; provided, however,
     that the Board may provide, by rule or regulation or in any Award Agreement
     or may determine in any individual case, that restriction or forfeiture
     conditions relating to Deferred Stock shall be waived in whole or in part
     in the event of terminations resulting from specified causes, and the Board
     may in other cases waive in whole or in part the forfeiture of Deferred
     Stock.

     (f) Bonus Shares and Awards in Lieu of Obligations. The Board is authorized
to grant Shares or other Awards as a bonus to Eligible Persons or in lieu of
obligations to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements (including salary requirements), provided
that, in the case of Participants subject to Section 16 of the Exchange Act, the
amount of such grants remains within the discretion of the Board to the extent
necessary to ensure that acquisitions of Shares or other Awards are exempt from
liability under Section 16(b) of the Exchange Act. Shares or Awards granted
hereunder shall be subject to such other terms as shall be determined by the
Board.

     (g) Dividend Equivalents. The Board is authorized to grant Dividend
Equivalents to a Participant. Dividend Equivalents shall confer upon the
Participant rights to receive, currently or on a deferred basis, cash, Shares,
other Awards or other property equal in value to dividends paid with respect to
a specified number of Shares, or otherwise, as determined by the Board. The
Board may provide that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares or
Awards or other investment vehicles, and subject to such restrictions or
transferability and risk of forfeiture, as the Board may specify. Dividend
Equivalents may be awarded on a free-standing basis or with another Award.

     (h) Other Stock-Based Awards. The Board is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Shares, as deemed by the Board to be
consistent with the purposes of the Plan, including, without limitation,
purchase rights for Shares, Shares awarded which are not subject to any
restrictions or conditions, convertible or exchangeable debt securities or other
rights convertible or exchangeable into Shares, Awards with


                                       7
<PAGE>   8


value and payment contingent upon performance of the Company or any other
factors designated by the Board, and Awards valued by reference to the book
value of Shares or the value of securities of or the performance of specified
Subsidiaries as the Board determines. The Board shall determine the terms and
conditions of such awards. Except as provided in Section 7(a) hereof, Shares or
securities delivered pursuant to an Award in the nature of a purchase right
granted under this Section 6(h) shall be purchased for such consideration, paid
for at such times, by such methods and in such forms, including, without
limitation, cash, Shares, other outstanding Awards or other property or any
combination thereof, as the Committee shall determine. Cash awards, as an
element of or supplement to any other Award under the Plan, may also be granted
pursuant to this Section 6(h).

     (i) Exchange Provisions. The Board may at any time offer to exchange or buy
out any previously granted Award for a payment in cash, Shares, another Award or
other property, based on such terms and conditions as the Board shall determine
and communicate to the Participant at the time that such offer is made.

     SECTION 7. GENERAL TERMS OF AWARDS.

     (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Board, be granted either alone or
in addition to, in tandem with or in substitution or exchange for, any other
Award granted under the Plan or any award granted under any other plan of the
Company or any Subsidiary (subject to the terms of Section 10 hereof), or any
other right of a Participant to receive payment from the Company or any
Subsidiary. Such additional, tandem, substitute or exchange Awards may be
granted at any time. If an Award is granted in substitution or exchange for
another Award or award, the Board shall require the surrender of such other
Award or award in consideration for the grant of the new Award. The exercise
price of any Option, the grant price of any Stock Appreciation Right or the
purchase price of any other Award conferring a right to purchase Share
retroactively granted in tandem with an outstanding Award or award shall be
either not less than the Fair Market Value of Shares at the date of grant of the
later Award or equal to the Fair Market Value of Shares at the date of grant of
the earlier Award or award. Notwithstanding the foregoing, the exercise price of
any Option, grant price of any Stock Appreciation Right or purchase price of any
other Award conferring a right to purchase Shares which is granted in exchange
or substitution for an option, stock appreciation right or other award granted
by the Company (other than in connection with a transaction described in Section
9(a) hereof) shall not be less than the exercise price, grant price or purchase
price of the exchanged or substituted Option, Stock Appreciation Right or other
Award, and outstanding Awards shall not be amended (other than in connection
with a transaction described in Section 4(b) hereof to reduce the exercise
price, grant price or purchase price of any such Award.

     (b) Decisions Required to be Made by the Board. Other provisions of the
Plan and any Award Agreement notwithstanding, if any decision regarding an Award
or the exercise of any right by a Participant, at any time such Participant is
subject to Section 16 of the Exchange Act or is a Covered Employee under Section
162(m) of the Code, is required to be made or approved by the Board in order
that a grant to or transaction by such Participant will be exempt under Rule
16b-3 or qualify as "qualified performance-based compensation" for purposes of
Section 162(m) of the Code then the Board shall retain full and exclusive power
and authority to make such decision or to approve or disapprove any such
decision by the Participant.

     (c) Term of Awards. The term of each Award shall be for such period as may
be determined by the Board; provided, however, that in no event shall the term
of any Incentive Stock Option, or a Stock Appreciation Right granted in tandem
therewith, exceed a period of ten years from the date of its grant.

     (d) Form and Timing of Payment of Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments or substitutions to be made by the
Company or a Subsidiary upon the grant, exercise or settlement of an Award may
be made in such forms as the Board shall determine at the time of grant or
thereafter (subject to the terms of Section 10 hereof), including, without
limitation, cash, Shares, other Awards or other property or any combination
thereof, and may be made in a single payment or substitution, in installments or
on a deferred basis, in each case in accordance with rules and procedures
established by the Board. Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments. The settlement of
any Award may be accelerated, and cash paid in lieu of Shares in connection with
such settlement, in the discretion of the Board or upon occurrence of one or
more specified events (in addition to a Change in Control).

     (e) Exemptions from Section 16(b) Liability. It is the intent of the
Company that the grant of any Awards to or other transaction by a Participant
who is subject to Section 16 of the Exchange Act shall be exempt under Rule
16b-3 (except for transactions acknowledged in writing to be non-exempt by such
Participant). Accordingly, if any provision of the Plan or any Award Agreement
does not comply with the requirements of Rule 16b-3 as then applicable to


                                       8
<PAGE>   9


any such transaction, such provision shall be construed or deemed amended to the
extent necessary to conform to the applicable requirements of Rule 16b-3 so that
such Participant shall avoid liability under Section 16(b).

     (f) Share Certificates. All certificates for Shares delivered under the
terms of the Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under federal or state
securities laws, rules and regulations thereunder, and the rules of any national
securities exchange, the Nasdaq Stock Market or any other automated quotation
system on which Shares are listed or quoted. The Board may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions or any other restrictions or limitations that may be
applicable to Shares. In addition, during any period in which Awards or Shares
are subject to restrictions or limitations under the terms of the Plan or any
Award Agreement, or during any period during which delivery or receipt of an
Award or Shares has been deferred by the Board or a Participant, the Board may
require any Participant to enter into an agreement providing that certificates
representing Shares issuable or issued pursuant to an Award shall remain in the
physical custody of the Company or such other Person as the Committee may
designate.

     SECTION 8. PERFORMANCE AWARDS.

     (a) Performance Conditions. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Board. The
Board may use such business criteria and other measures of performance as it may
deem appropriate in establishing any performance conditions, and may exercise
its discretion to reduce or increase the amounts payable under any Award subject
to performance conditions, except as limited under Section 8(b) hereof in the
case of a Performance Award intended to qualify under Section 162(m) of the
Code.

     (b) Performance Awards Granted to Designated Covered Employees. If the
Board determines that a Performance Award to be granted to an Eligible Person
who is designated by the Board as likely to be a Covered Employee should qualify
as "performance-based compensation" for purposes of Section 162(m) of the Code,
the Board shall comply with the pre-established performance goals and other
terms set forth in this Section 8(b).

         (i) Performance Goals Generally. The performance goals for such
Performance Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria, as
specified by the Board consistent with this Section 8(b). Performance goals
shall be objective and shall otherwise meet the requirements of Section 162(m)
of the Code, including the requirement that the level or levels of performance
targeted by the Board result in the achievement of performance goals being
"substantially uncertain." The Board may determine that such achievement of
performance be granted, exercised and/or settled upon achievement of any one
performance goal or that two or more of the performance goals must be achieved
as a condition to grant, exercise and/or settlement of such Performance Awards.
Performance goals may differ for Performance Awards granted to anyone
Participant or to different Participants.

         (ii) Business Criteria. One or more of the following business criteria
for the Company, on a consolidated basis, and/or for specified Subsidiaries or
business units of the Company (except with respect to the total stockholder
return and earnings per share criteria), shall be used by the Board in
establishing performance goals for such Performance Awards: (1) earnings per
share; (2) revenues; (3) cash flow; (4) return on investment; (5) return on net
assets, assets, capital or equity; (6) economic value added; (7) operating
margin; (8) net income; (9) pretax earnings; (10) pretax earnings before
interest, depreciation and amortization; (11) pretax operating earnings after
interest expense and before extraordinary or special items; (12) operating
earnings; (13) total stockholder return; (14) price of the shares (and changes
thereof); and (15) any of the above goals as compared to the performance of a
published or special index deemed applicable by the Board including, but not
limited to, the Standard & Poor's 500 Stock Index or a group of comparable
companies.

         (iii) Performance Period; Timing for Establishing Performance Goals.
Achievement of performance goals in respect of such Performance Awards shall be
measured over a performance period of up to 10 years, a specified by the Board.
Performance goals shall be established not later than 90 days after the
beginning of any performance period applicable to such Performance Awards or at
such other date as may be required or permitted for "performance-based
compensation" under Section 162(m) of the Code.

         (iv) Performance Award Pool. The Board may establish a Performance
Award pool, which shall be an unfunded pool for purposes of measuring
performance of the Company in connection with Performance Awards. The amount of
such Performance Award pool shall be based upon the achievement of a performance
goal or goals based on one or more of the business criteria set forth in Section
8(b)(ii) hereof during the given performance period, as specified by the Board
in accordance with Section 8(b)(iii) hereof. The Board may specify the amount of
the Performance Award pool


                                       9
<PAGE>   10


as a percentage of any such business criteria, a percentage thereof in excess of
a threshold amount, or as another amount which need not bear a strictly
mathematical relationship to such business criteria.

         (v) Settlement of Performance Awards; Other Terms. Settlement of such
Performance Awards shall be in cash, Stock, other Awards or other property, in
the discretion of the Board. The Board may, in its discretion, reduce the amount
of a settlement otherwise to be made in connection with such Performance Awards,
but may not exercise discretion to increase any such amount payable to a Covered
Employee in respect of a Performance Award subject to this Section 8(b). The
Board shall specify the circumstances in which such Performance Awards shall be
paid or forfeited in the event of termination of employment by the Participant
prior to the end of a performance period or settlement of Performance Awards.

     (c) Written Determinations. All determinations by the Board as to the
establishment of performance goals, the amount of any Performance Award pool or
potential individual Performance Awards and as to the achievement of performance
goals relating to Performance Awards under Section 8(b) hereof shall be made in
writing in the case of any Award intended to qualify under Section 162(m) of the
Code. The Board may not delegate any responsibility relating to such Performance
Awards.

     (d) Status of Section 8(b) Awards under Section 162(m) of the Code. It is
the intent of the Company that Performance Awards under Section 8(b) granted to
persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Section 162(m) of the Code and the regulations thereunder
shall, if so designated by the Board, constitute "performance-based
compensation" within the meaning of Section 162(m) of the Code of the Code and
the regulations thereunder. The foregoing notwithstanding, because the Board
cannot determine with certainty whether a given participant will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee, at the time of grant of Performance Awards or an Annual Incentive
Award, as likely to be a Covered Employee with respect to that fiscal year. If
any provision of the Plan as in effect on the date of adoption or any agreements
relating to performance Awards or Annual Incentive Awards that are designated as
intended to comply with Section 162(m) of the Code does not comply or is
inconsistent with the requirements of Section 162(m) of the Code, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements.

     SECTION 9. CHANGE IN CONTROL.

     (a) Acceleration of Exercisability and Lapse of Restrictions and Cash-Out
of Awards upon "Change in Control". In the event of a Change in Control, subject
only to the applicable restrictions set forth in Section 11(a) hereof, the
following provisions shall apply unless otherwise provided in the Award
Agreement, and:

         (i) All outstanding Awards, pursuant to which the Participant may have
a right to exercise which was not previously exercisable and vested, shall
become fully exercisable and vested as of the time of the Change in Control and
shall remain exercisable and vested for the balance of the stated term of such
Award without regard to any termination of employment or services by the
Participant.

         (ii) Unless the right to lapse of restrictions or limitations is waived
or deferred by a Participant prior to such lapse, all restrictions (including
risks of forfeiture and deferrals) on outstanding Awards subject to restrictions
or limitations under the Plan shall lapse and such Awards shall be deemed fully
vested as of the time of the Change in Control.

         (iii) All performance criteria, goals and other conditions to payment
of Awards under which payments of cash, Shares or other property are subject to
conditions shall be deemed to be achieved or fulfilled as of the time of the
Change in Control.

         (iv) For a period of 60 days following a Change in Control, each
Participant may elect to surrender any outstanding Award and to receive, in full
satisfaction therefor, a cash payment equal to the value of such Award
calculated on the basis of the Change in Control Price of any Shares or the Fair
Market Value of any property other than Shares relating to such Award; provided,
however, that in the case of an Incentive Stock Option, or a Stock Appreciation
Right granted in tandem therewith, the payment shall be based upon the Fair
Market Value of Shares on the date which the Change in Control occurred;
provided further, however, that in the case of a Change in Control described in
Section 9(b)(i)(C) or (D) hereof, the payment described in this sentence shall
not necessarily be made in cash but instead shall be made in the same form
(i.e., cash, Shares, other securities or combination thereof) as holders of
Shares receive in exchange for their Shares in the transaction that results in
the Change in Control. In the event that an Award is granted in tandem with
another Award such that the Participant's right to payment for such Award is an
alternative to payment of


                                       10
<PAGE>   11


another Award, the Participant electing to surrender any such tandem Award shall
surrender all alternative Awards related thereto and receive payment for the
Award which produces the highest payment to the Participant.

     (b) Definition of Certain Terms. For purposes of this Section 9, the
following definitions, in addition to those set forth in Section 2, shall apply:

         (i) "Change in Control" means and shall be deemed to have occurred if:

             (A) any Person, other than the Company or a Related Party, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act,
except that a Person shall be deemed to be the beneficial owner of all Shares
that such Person has the right to acquire pursuant to any agreement or
arrangement or upon exercise, conversation rights, warrants, options or
otherwise, without regard to the 60 day period referred to in Rule 13d-3 under
the Exchange Act), directly or indirectly, of Voting Securities representing 25%
or more of the total voting power of all the then outstanding Voting Securities,
except that there shall be excluded from the number of Voting Securities deemed
to be beneficially owned by a Person a number of Voting Securities representing
not more than 10 percent of the then outstanding voting power if such Person is
(1) eligible to file a Schedule 13G pursuant to Rule 13-1(b)(1) under the
Exchange Act with respect to Voting Securities or (2) an underwriter who becomes
the beneficial owner of more than 20% of the then outstanding Voting Securities
pursuant to a firm commitment underwriting agreement with the Company; or

             (B) the individuals who, as of the effective date of the Plan,
constitute the members of the Board together with those directors who are first
elected subsequent to such date and whose election by the Board or nomination
for election by the Company's stockholders was approved by a vote of at least a
majority of the members of the Board then still in office who were either
directors as of the effective date of the Plan or whose election or nomination
for election was previously so approved (the "Continuing Directors"), cease for
any reason to constitute at least a majority of the members of the Board; or

             (C) the consummation of a merger, consolidation, recapitalization
or reorganization of the Company, reverse spilt of any class of Voting
Securities, or in an acquisition of securities or assets by the Company, other
than (1) any such transaction which would result in at least 75% of the total
voting power represented by the voting securities of the surviving entity
outstanding immediately after such transaction being beneficially owned by at
least 75% of the holders of outstanding Voting Securities immediately prior to
the transaction, with the voting power of each such continuing holder relative
to other such continuing holders not substantially altered in the transaction,
or (2) any such transaction which would result in a Related Party beneficially
owning more than 50% of the voting securities of the surviving entity
outstanding immediately after such transaction; or

             (D) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets other than (1) any
such transaction which would result in a Related Party owning or acquiring more
than 50 percent of the assets owned by the Company immediately prior to the
transaction, or (2) a sale or disposition immediately after which such assets
will be owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the common stock of the
Company immediately prior to such sale or disposition.

             (E) any other event occurs which the Board determines, in its
discretion, would materially alter the structure of the Company or its
ownership.

         (ii) "Change in Control Price" means, with respect to a Share, the
higher of (A) the highest Fair Market Value of the Shares at any time during the
60 calendar days preceding and the 60 days following the Change in Control; or
(B) the highest price paid per Share in a transaction which either (1) results
in a Change in Control or (2) would be consummated but for another transaction
which results in a Change in Control and, if it were consummated, would result
in a Change in Control. With respect to clause (B) in the preceding sentence,
the "price paid" will be equal to the sum of (1) the face amount of any portion
of the consideration consisting of cash or cash equivalents and (2) the Fair
Market Value of any portion of the consideration consisting or real or personal
property other than cash or cash equivalents, as established by an independent
appraiser selected by the Board.

         (iii) "Related Party" means (A) a Subsidiary of the Company; or (B) an
employee or group of employees of the Company or any majority-owned Subsidiary
of the Company; or (C) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any majority-owned Subsidiary of the
Company; or (D) an entity owned directly or indirectly by the stockholders of
the Company in substantially the same proportion as their ownership of Voting
Securities.


                                       11
<PAGE>   12


         (iv) "Voting Securities or Security" means any securities of the
Company which carry the right to vote generally in the election of directors.

     SECTION 10. AMENDMENTS TO AND TERMINATION OF THE PLAN AND AWARDS. The Board
may amend, alter, suspend, discontinue or terminate the Plan or the Committee's
authority to grant Awards under the Plan without the consent of stockholders or
Participants, except that any amendment, alteration, suspension, discontinuation
or termination shall be subject to approval of the Company's stockholders not
later than the annual meeting next following such Board action if stockholder
approval is required by any federal or state law or regulation or the rules of
the Nasdaq Stock Market or on any national securities exchange, stock market or
automated quotation system on which the Shares are then listed, traded or
quoted, or if the Board in its discretion determines that obtaining such
stockholder approval is for any reason advisable; provided, however, that,
without the consent of the Participant, no amendment, alteration, suspension,
discontinuation or termination of the Plan may materially and adversely affect
the rights of such Participant under any Award theretofore granted to him. The
Board may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retrospectively; provided, however, that, without the consent
of the Participant, no amendment, alteration, suspension, discontinuation or
termination of any Award may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him.

     SECTION 11. GENERAL PROVISIONS.

     (a) Compliance with Legal and Other Requirements. The Company may, to the
extent deemed necessary or advisable by the Board, postpone the issuance or
delivery of Shares or payment of other benefits under any Award until completion
of such registration or qualification of such Shares or other required action
under any federal or state law, rule or regulation, listing or other required
action with respect to the Nasdaq Stock Market or any national securities
exchange, automated quotation system or any other stock exchange or stock market
upon which the Shares or other securities of the Company are listed or quoted,
or compliance with any other obligation of the Company, as the Board may
consider appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of Shares or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations. The
foregoing notwithstanding, in connection with a Change in Control, the Company
shall take or cause to be taken no action, and shall undertake or permit to
arise no legal or contractual obligation, that results or would result in any
postponement of the issuance or delivery of Stock or payment of benefits under
any Award or the imposition of any other conditions on such issuance, delivery
or payment, to the extent that such postponement of other condition would
represent a greater burden on a Participant than existed on the 90th day
preceding the Change in Control.

     (b) Transferability. No Award granted under the Plan, nor any other rights
acquired by a Participant under the Plan, shall be assignable or transferable by
a Participant, other than by a will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined under the Code or
Title I of the Board of Retirement Income Security Act of 1974, and each such
Award or right shall be exercisable during the Participant's lifetime only by
the Participant or, if admissible under applicable law, by the Participant's
guardian or legal representative or a transferee receiving such Award pursuant
to a QDRO; provided, however, that the Board may, in its sole discretion,
authorize all or a portion of an Award to be transferable by the Participant,
but only to (i) any immediate family members of the Participant, (ii) any trust
or trusts for the exclusive benefit of such immediate family members, or (iii) a
partnership or limited liability company in which such immediate family members
are the only partners or members, provided that (A) there may be no
consideration for any such transfer, other than an interest in a transferee's
partnership, limited liability company or other similar entity, (B) the Award
Agreement related to the Award must expressly provide for such transferability
in a manner consistent with this section 11(b), (C) the Board, in granting an
Award, may impose additional restrictions on transfer or prohibit such transfer
entirely, (D) following any transfer, any such Award shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of the Plan, any reference to a Participant
shall be deemed to refer to the transferee, (E) in the event of a transferee's
death, an Award may be exercised by the personal representative of the
transferee's estate or, if no personal representative has been appointed, by the
successor or successors in interest determined under the transferee's will or
under the applicable laws of descent and distribution. Following any such
transfer, any transferee shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided for
purposes of Section 11(b) hereof, the term "Participant" shall be deemed to
refer to the transferee, and any event of termination of employment of the
Participant as set forth in the Award Agreement or in this Plan shall continue
to be applied with respect to the original Participant, following which the
Award shall be exercisable by the transferee only to the extent, and for the
period specified by, the Award Agreements.


                                       12
<PAGE>   13


     (c) No Rights to Awards; No Stockholder Rights. Nothing in the Plan shall
be construed as giving any Participant, Eligible Person or other Person any
right to claim to be granted any Award under the Plan, or to be treated
uniformly with other Participants and Eligible Persons. No Award shall confer on
any Participant any of the rights of a stockholder of the Company unless and
until Shares are in fact issued to such Participant in connection with the terms
of such Award. Notwithstanding the foregoing, in connection with each grant of
Restricted Stock hereunder, the applicable Award shall specify if and to what
extent the Participant shall not be entitled to the rights of a stockholder in
respect of such Restricted Stock.

     (d) Withholding. The Company or any Subsidiary is authorized to withhold
from any Award granted or any payment due under the Plan, including from a
distribution of Shares, amounts of withholding and other taxes due with respect
to an Award, its exercise or any payment thereunder, and to take such other
action as the Committee may deem necessary or advisable to enable the Company
and Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Awards. This authority shall include
authority to withhold or receive Shares, Awards or other property and to make
cash payments in respect thereof in satisfaction of such tax obligations.

     (e) No Right to Employment. Nothing contained in the Plan or any Award
Agreement shall confer, and no grant of an Award shall be construed as, (i)
conferring, upon any Participant or any Eligible Person, any right to continue
in the employ or service of the Company or any Subsidiary or (ii) interfering in
any way with the right of the Company or any Subsidiary to (A) terminate any
Participant's or Eligible Person's employment or service at any time or (B)
increase or decrease the compensation of any Participant or Eligible Person from
the rate in existence at the time of granting of an Award, except as may be
expressly provided in any Award Agreement or other compensation arrangement.

     (f) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to Participant pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general unsecured creditor of the
Company; provided, however, that the Board may authorize the creation of trusts
or make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Shares or other property pursuant to any Award, which trusts or
other arrangements shall be consistent with the "unfunded" status of the Plan
unless the Board otherwise determines.

     (g) No Limit on Other Compensatory Arrangements Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting or continuing in
effect other or additional compensation arrangements (which may include, without
limitation, employment agreements with executives and arrangements which relate
to Awards under the Plan), and such arrangements may be either generally
applicable only in specific cases.

     (h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Board shall determine whether cash, other
Awards or other property shall be issued or paid in lieu of fractional Shares or
whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated.

     (i) Governing Law. The validity, interpretation, construction and effect of
the Plan, any rules and regulations relating to the Plan and any Award Agreement
shall be governed by the laws of the State of Delaware (without regard to
provisions governing conflicts of laws) and applicable federal law.

     (j) Severability.

         (i) If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law deemed
amended to conform to applicable laws or, if it cannot be construed or deemed
amended without, in the determination of the Board, materially altering the
intent of the Plan, it shall be deleted and the remainder of the Plan shall
remain in full force and effect; provided, however, that, unless otherwise
determined by the Board, the provision shall not be construed or deemed amended
or deleted with respect to any Participant whose rights and obligations under
the Plan are not subject to the law of such jurisdiction or the law deemed
applicable by the Board.

         (ii) If any of the terms or provisions of the Plan conflict with the
requirements of applicable law or applicable rules and regulations thereunder,
including the requirements of Section 162(m) of the Code, Rule 16b-3 and/or
Section 422A of the Code, then such terms or provisions shall be deemed
inoperative to the extent necessary to avoid the conflict with applicable law,
or applicable rules and regulations, without invalidating the remaining
provisions hereof. With respect to ISOs, if the Plan does not contain any
provision required to be included herein under Section 422A of the Code, such
provisions shall be deemed to be incorporated herein with the same force and
effect as if such provision had


                                       13
<PAGE>   14


been set out at length herein; provided, further, that to the extent any Option
which is intended to qualify as an ISO cannot so qualify, such Option, to that
extent, shall be deemed to be a Nonqualified Stock Option for all purposes of
the Plan.

     (k) Rule 16b-3 Compliance. With respect to persons subject to Section 16 of
the Exchange Act, transactions under the Plan are intended to comply with all
applicable terms and conditions of Rule 16b-3 and any successor provisions. To
the extent that any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board.

     (l) Headings. Headings are given to the sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

     (m) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to the Participant and shall specify the
terms and conditions of the Award and any rules applicable thereto. Such terms
may include, but are not limited to, the effect on such Award of the death,
retirement or other termination of employment of a Participant and the effect,
if any, of a change in control of the Company.

     (n) Indemnification. Each person who is or shall have been a member of the
Committee, if any, or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or By-laws, by
contract, as a matter of law, or otherwise.

     (o) Construction. For purposes of the Plan, the following rules of
construction shall apply: (i) the word "or" is disjunctive but not necessarily
exclusive; (ii) words in the singular include the plural; words in the plural
include the singular; and words in the neuter gender include the masculine and
feminine genders; and (iii) words in the masculine or feminine gender include
the other and neuter genders.

     SECTION 12. EFFECTIVE DATE AND TERMINATION.

     (a) The Plan shall become effective as of June 12, 1998, the date the Plan
was adopted and approved by the stockholders of the Company. Any Awards granted
under the Plan prior to such approval of stockholders shall be effective when
made (unless otherwise specified by the Board at the time of grant) but shall be
conditioned upon and subject to such approval of the Plan by stockholders.

     (b) Awards may not be granted under the Plan after June 12, 2008. Unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted hereunder may, and the authority of the Board to amend, alter,
adjust, suspend, discontinue or terminate any such Award or to waive any
conditions or rights under any such Award shall, continue after June 12, 2008.



                                       14
<PAGE>   15


                                                                     EXHIBIT 5.1



                    KEGLER, BROWN, HILL & RITTER CO., L.P.A.
                 65 E. STATE STREET, SUITE 1800, CAPITOL SQUARE
                            COLUMBUS, OHIO 43215-4294
                                 (614) 462-5400

                                  June 11, 2001



Metretek Technologies, Inc.
600 17th Street, Suite 800 North
Denver, Colorado  80202

                  Re:  Registration Statement on Form S-8:
                       Metretek Technologies, Inc. 1998 Stock Incentive Plan
                       1,000,000 additional shares of Common Stock

Gentlemen:

     We have acted as counsel to Metretek Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an additional 1,000,000 shares of Common Stock, par value $.01
per share (the "Plan Shares"), of the Company issuable pursuant to the Metretek
Technologies, Inc. 1998 Stock Incentive Plan, amended and restated as of June
11, 2001 (the "Plan").

     This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-B under the Securities Act.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Company's
Second Restated Certificate of Incorporation, (ii) the Company's Amended and
Restated By-Laws, (iii) the Registration Statement, (iv) the Plan, (v) a
specimen certificate evidencing the Plan Shares, (vi) resolutions adopted by the
Board of Directors of the Company relating to, among other things, the Plan and
the Plan Shares, and (vii) such other documents, certificates and records as we
have deemed necessary or appropriate for the purpose of rendering the opinion
below. We have also examined such authorities of law as we have deemed relevant
as a basis for this opinion.

     In our examination of the documents referred to above, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity and completeness of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, conformed, photostatic or facsimile copies. As to any facts material
to the opinion expressed herein which we did not independently establish or
verify, we have relied upon written or oral certificates, statements,
representations and other documentation furnished to us by officers, employees
and representatives of the Company, public officials and others, without
independent verification of the facts set forth therein.

     Based upon and subject to the foregoing and the further qualifications and
limitations set forth below, we are of the opinion that the Plan Shares have
been duly authorized for issuance and, when issued and sold by the Company
against receipt of payment in full therefor and otherwise in accordance with the
terms and conditions of the Plan, will be legally and validly issued, fully paid
and nonassessable.

     In rendering the opinion above, we have assumed that (i) the certificates
representing the Plan Shares will conform to the specimen thereof examined by us
and will be properly executed, (ii) upon issuance of the Plan Shares pursuant to
the Plan, the Company will have a sufficient number of authorized but unissued
shares of Common Stock not restricted for other purposes to permit the issuance
of the Plan Shares, (iii) no changes occur in the applicable law or pertinent
facts, (iv) the Company will comply with all applicable state securities laws,
and (iv) the Plan Shares will be issued for a consideration in excess of their
par value.

<PAGE>   16


     We are attorneys admitted to practice law in the State of Ohio. This
opinion is limited to, and we express no opinion concerning, the laws of any
jurisdiction, other than the Federal laws of the United States of America, the
laws of the State of Ohio and the General Corporation Law of the State of
Delaware, as in effect as of the date hereof. This opinion is furnished by us
solely for the benefit of the Company in connection with the issuance of the
Plan Shares and the filing of the Registration Statement and any amendments
thereto. This opinion may not be furnished to or relied upon by any other person
or entity for any purpose or assigned, quoted or otherwise used without our
prior written consent. Please note that we are opining only as to the matters
expressly set forth herein, and no opinion should be inferred as to any other
matters. We express no opinion herein with respect to the meaning,
interpretation, validity, binding nature or enforceability of the Plan or any
contract, agreement, instrument or other document entered into pursuant to the
Plan.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and the use of
our name wherever appearing in the Registration Statement. In giving such
consent, however, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.


                                    Very truly yours,



                                    /s/ Kegler, Brown, Hill & Ritter Co., L.P.A.

                                    KEGLER, BROWN, HILL & RITTER CO., L.P.A.