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Exhibit 10.5
 METRETEK TECHNOLOGIES, INC.
 RESTRICTED STOCK AGREEMENT
1998 Stock Incentive Plan
  Recitals
   Agreement
  Grant of Restricted Stock
 Vesting of Restricted Shares




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Restrictions on Restricted Shares
    Change In Control
 2




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Adjustments in Common Stock
   Termination of Employment; Forfeiture of Unvested Shares
   3




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Certificates for Restricted Shares
     4




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Taxes
 Transferability of Unvested Shares
   Plan As Controlling
 No Right to Continued Employment
 Compliance with Legal and Other Requirements.
 5




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Miscellaneous
 Notices
 (i)
    
    If to the Company, at its principal executive offices; or(ii)
    
    If to the Grantee, at the address set forth on the Signature Page.
  Governing Law
 Entire Agreement
 Amendment.
 Severability
 6




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Successors and Assigns
 Specific Performance and Remedies
 Waivers
 Captions
 Construction
  7




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SIGNATURE PAGE
  Grant Date
 Restricted Shares
 METRETEK TECHNOLOGIES, INC.By: /s/ Gary J. ZuiderveenIts: Vice PresidentGRANTEE:/s/ Sidney HintonSidney Hinton
 8




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Vesting Schedule
 Vesting Percentage(Number of Shares)
    
    Vesting Date
    
    Vesting ConditionService Shares50% (300,000)
    
    August 15, 2012
    
    Continuous EmploymentPerformance Shares10% (60,000)
    
    Day Form 10-K for
Fiscal Year 2007 is filed
    
    Company achieves Restricted Share Performance Goal for Fiscal Year 2007*10% (60,000)
    
    Day Form 10-K for
Fiscal Year 2008 is filed
    
    Company achieves Restricted Share Performance Goal for Fiscal Year 2008*10% (60,000)
    
    Day Form 10-K for
Fiscal Year 2009 is filed
    
    Company achieves Restricted Share Performance Goal for Fiscal Year 2009*10% (60,000)
    
    Day Form 10-K for
Fiscal Year 2010 is filed
    
    Company achieves Restricted Share Performance Goal for Fiscal Year 2010*10% (60,000)
    
    Day Form 10-K for
Fiscal Year2011 is filed
    
    Company achieves Restricted Share Performance Goal for Fiscal Year 2011*
 
 *
    
    In the event that the Company fails to achieve the Restricted Share Performance Goal for any
Fiscal Year, the Performance Restricted Shares that did not vest for that Fiscal Year shall vest in
the subsequent Fiscal Year but only if the Company exceeds by 10% the Restricted Share Performance
Goal for that subsequent fiscal year. 9




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Restricted Share Performance Goal
  Fiscal
    
    No. PerformanceYear
    
    Shares
    
    Restricted Share Performance Goal2007
    
    
    60,000
    
    
    90% of the lower end of the range of the Companys consolidated net income forecast
for Fiscal Year 2007 as included in its guidance issued publicly on August 8, 20072008
    
    
    60,000
    
    
    20% increase over Restricted Share Performance Goal for Fiscal Year 20072009
    
    
    60,000
    
    
    20% increase over Restricted Share Performance Goal for Fiscal Year 20082010
    
    
    60,000
    
    
    20% increase over Restricted Share Performance Goal for Fiscal Year 20092011
    
    
    60,000
    
    
    20% increase over Restricted Share Performance Goal for Fiscal Year 2010
 10