**Exhibit 10.8****SECOND AMENDMENT TO CREDIT AGREEMENT**     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of May5, 2008, among POWERSECURE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”),the lenders party to the Credit Agreement defined below (the “Lenders”), and CITIBANK,N.A., as Administrative Agent.BACKGROUND     A. The Borrower, the Lenders and the Administrative Agent are parties to that certain CreditAgreement, dated as of August 23, 2007, as amended by that certain First Amendment to CreditAgreement, dated as of January 17, 2008 (said Credit Agreement, as amended, the “CreditAgreement”; the terms defined in the Credit Agreement and not otherwise defined herein shall beused herein as defined in the Credit Agreement).     B. The Borrower, the Lenders and the Administrative Agent desire to make an amendment to theCredit Agreement.     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter setforth, and for other good and valuable consideration, the receipt and adequacy of which are allhereby acknowledged, the parties hereto covenant and agree as follows:     1. AMENDMENT. Section 7.13 of the Credit Agreement is hereby amended to readas follows:          Section 7.13 [Intentionally Omitted].     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution anddelivery hereof, the Borrower represents and warrants that, as of the date hereof and after givingeffect to the amendment set forth in the foregoing Section 1:     (a) the representations and warranties contained in the Credit Agreement and the other LoanDocuments are true and correct on and as of the date hereof as made on and as of such date, exceptto the extent that such representations and warranties specifically refer to an earlier date, inwhich case they are true and correct as of such earlier date;     (b) no event has occurred and is continuing which constitutes a Default or an Event ofDefault;     (c) the Borrower has full power and authority to execute and deliver this Second Amendment,and this Second Amendment and the Credit Agreement, as amended hereby, constitute the legal, validand binding obligations of the Borrower, enforceable against the Borrower in accordance with theirrespective terms, except as enforceability may be limited by applicable Debtor Relief Laws and bygeneral principles of equity (regardless of whether enforcement is sought in a proceeding in equityor at law) and subject to an implied covenant of good faith and fair dealing and except as rightsto indemnity may be limited by federal or state securities laws; and
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     (d) no authorization, approval, consent, or other action by, notice to, or filing with, anygovernmental authority or other Person (not already obtained), is required for the execution,delivery or performance by (i) the Borrower of this Second Amendment or (ii) the acknowledgment ofthis Second Amendment by any Guarantor, other than those already obtained or made.     3. CONDITIONS OF EFFECTIVENESS. This Second Amendment shall be effective as of May 5,2008 subject to the following:     (a) the representations and warranties set forth in Section 2 of this Second Amendment shallbe true and correct;     (b) the Administrative Agent shall have received counterparts of this Second Amendmentexecuted by the Lenders; and     (c) the Administrative Agent shall have received counterparts of this Second Amendmentexecuted by the Borrower and acknowledged by each Guarantor.     4. GUARANTOR’S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges,consents and agrees to the execution, delivery and performance by the Borrower of this SecondAmendment, (ii) acknowledges and agrees that its obligations in respect of its Guaranty are notreleased, diminished, waived, modified, impaired or affected in any manner by this SecondAmendment, or any of the provisions contemplated herein, (iii) ratifies and confirms itsobligations under its Guaranty and (iv) acknowledges and agrees that it has no claim or offsetsagainst, or defenses or counterclaims to, its Guaranty.     5. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Second Amendment, each reference in the CreditAgreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a referenceto the Credit Agreement, as affected by this Second Amendment.     (b) Except as expressly set forth herein, this Second Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theBorrower or the Administrative Agent or the Lender under the Credit Agreement or any of the otherLoan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions,obligations, covenants, or agreements contained in the Credit Agreement or the other LoanDocuments, all of which are hereby ratified and affirmed in all respects and shall continue in fullforce and effect.     6. COSTS AND EXPENSES. The Borrower shall be obligated to pay or reimburse theAdministrative Agent for all reasonable costs and expenses incurred by the Administrative Agent inconnection with the preparation, reproduction, execution and delivery of this Second Amendment andthe other instruments and documents to be delivered hereunder.     7. EXECUTION IN COUNTERPARTS. This Second Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which when
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taken together shall constitute but one and the same instrument. For purposes of this SecondAmendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Personparty hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier orelectronic mail is to be treated as an original. The signature of such Person thereon, forpurposes hereof, is to be considered as an original signature, and the counterpart (or signaturepage thereto) so transmitted is to be considered to have the same binding effect as an originalsignature on an original document.     8. GOVERNING LAW; BINDING EFFECT. This Second Amendment shall be governed by andconstrued in accordance with the laws of the State of New York applicable to agreements made and tobe performed entirely within such state (provided that each party shall retain all rights arisingunder federal law), and shall be binding upon the parties hereto and their respective successorsand assigns.     9. HEADINGS. Section headings in this Second Amendment are included herein forconvenience of reference only and shall not constitute a part of this Second Amendment for anyother purpose.     10. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND AMENDMENT, ANDTHE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTERTHEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL AGREEMENTS BETWEEN THE PARTIES.**
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     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the datefirst above written.      POWERSECURE INTERNATIONAL, INC.