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                                                                   EXHIBIT 10.17


                    EMPLOYMENT AND NON-COMPETITION AGREEMENT
                    ----------------------------------------

         THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement") is
made and entered into as of the 17th day of March, 2000 by and between
PowerSpring Inc., a Delaware corporation (the "Company"), and John A. Harpole,
an individual who resides in Colorado (the "Employee").

                              W I T N E S S E T H:

         WHEREAS, Employee was the President, a director and the sole
shareholder of Mercator Energy Incorporated, a Colorado corporation
("Mercator"); and

         WHEREAS, Employee and Mercator have entered into an Agreement and Plan
of Merger, of even date herewith (the "Merger Agreement"), with the Company and
a subsidiary of the Company, pursuant to which the Company has agreed to acquire
Mercator through a merger with a subsidiary of the Company (the "Merger"); and

         WHEREAS, the Company desires to continue to utilize the skills and
expertise of Employee after the closing of the Merger Agreement; and

         WHEREAS, the execution and delivery of this Agreement and the terms and
conditions hereof, including the restrictive covenants as to Employee, are a
condition to the closing of the Merger Agreement; and

         WHEREAS, the Company desires to employ Employee, and Employee desires
to serve the Company, upon the terms and subject to the conditions set forth
herein;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Employee, intending to be legally bound hereby, agree as follows:

         SECTION 1. EMPLOYMENT. The Company hereby employs Employee, and
Employee hereby accepts such employment and agrees to serve the Company, upon
the terms and subject to the conditions set forth herein.

         SECTION 2. TERM. The term of Employee's employment hereunder shall
commence on the date first above written and shall expire two years from such
date, unless earlier terminated in accordance with the provisions of Section 5.
In the event that this Agreement has not been earlier terminated in accordance
with the provisions of Section 5, the term of Employee's employment hereunder
shall be automatically extended without further action by the Company or
Employee for additional successive one-year periods unless either party, for any
reason or no reason, shall have given written notice of termination to the other
party no less than thirty (30) days prior to the commencement of any one-year
extension period. The term of Employee's employment hereunder is sometimes
hereinafter referred to as the "Employment Term."

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         SECTION 3. DUTIES OF EMPLOYEE.

                  (a) GENERAL DUTIES AND RESPONSIBILITIES. During and throughout
         the Employment Term, Employee shall faithfully and diligently, to the
         best of his ability, serve as the Executive Vice President and Chief
         Operating Officer and a member of the Board of Directors of the
         Company, or in such other or additional offices or capacities and with
         such other titles and duties as shall be designated by the Company's
         Board of Directors (the "Board") during the Employment Term, shall have
         the authority and perform the duties and responsibilities customary for
         such office or offices, and shall have such other duties as may be
         assigned to him from time to time by the Board, or by the Chairman of
         the Board, the Chief Executive Officer or the President of the Company
         (each, a "Senior Officer"). Employee shall perform his duties hereunder
         in accordance with the policies from time to time established and
         amended by the Company and in accordance with all applicable laws and
         regulations. Employee shall use his best efforts to promote the best
         interests of the Company. Employee shall have the specific right to
         hire and fire Jason Spence and Nancy P. Lane and their respective
         successors. Otherwise, Employee shall always be subject to the
         direction, approval and control of the Board and the Senior Officers.
         Employee acknowledges and agrees that he may be required by the
         Company, without additional compensation, to perform services for any
         other Entity controlling, controlled by, under common control with or
         otherwise affiliated with, the Company (any such Entity hereinafter
         referred to as an "Affiliate"), and to accept such office or position
         with any Affiliate as the Board may reasonably require, including but
         not limited to service as an officer and/or director of an Affiliate.

                  (b) PERFORMANCE OF SERVICES. During and throughout the
         Employment Term, Employee shall devote his full time, attention, skill,
         ability and energy during normal business hours (and outside such hours
         when reasonably necessary to perform Employee's duties hereunder)
         exclusively to the business and affairs of the Company and the
         performance of his duties under this Agreement.

                  (c) PLACE OF EMPLOYMENT. Employee shall perform his services
         hereunder at the Company's principal executive offices in Denver,
         Colorado or at such other location as mutually agreed with the Board;
         provided, however, that Employee agrees to undertake all reasonable
         travel required by the Company to be conducted in connection with the
         business of the Company and the performance of Employee's duties
         hereunder.

         SECTION 4. COMPENSATION. During and throughout the Employment Term, as
compensation for the services performed and other covenants made by Employee to
the Company hereunder, the Company shall pay and provide or cause to be provided
to Employee the following:

                  (a) SALARY. The Company shall pay Employee a base salary of
         not less than $175,000 per year (the "Salary"), payable in
         approximately equal installments in accordance with the Company's
         customary payroll practices. Employee's Salary may be reviewed by or
         under the authority of the Board and may be increased at the sole
         discretion of the Board or its designee (although the Board has no
         obligation to do so) based upon whatever factors the Board or its
         designee deems appropriate including, but not limited to, Employee's
         individual performance, the overall performance, profitability and
         prospects of the Company and prevailing economic and industry factors.

                  (b) BONUS AND OPTION PROGRAMS. If the Company shall adopt a
         bonus program, an option program or any other form of equity or
         profit-sharing participation for senior executive officers of the
         Company, Employee shall be eligible to participate in such program in a
         manner and capacity commensurate with his position and duties. Subject
         to Board approval, Employee shall be entitled to

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         receive options to purchase 200,000 shares of Common Stock, par value
         $.01 per share, of the Company, exercisable at the fair market value
         thereof on the same date the grants of stock options are first made to
         other executive officers of the Company, on the same terms and
         conditions as such stock options are made to such other executive
         officers, except that, at the direction of Employee, up to one-half of
         such stock options shall be non-qualified stock option, transferable to
         family members and Entities owned or controlled by family members.

                  (c) EMPLOYEE BENEFIT PLANS. Employee shall be entitled to
         participate in all pension, 401(k), retirement, life, disability and
         health insurance, hospitalization, major medical and other the employee
         benefit plans and arrangements, if any (as in effect and as amended
         from time to time), to the extent that his position, tenure, salary,
         age, health and other qualifications make his eligible to participate,
         generally made available by the Company to comparable level employees,
         subject to and on a basis consistent with the terms, rules and
         regulations, conditions and overall administration of such plans and
         arrangements. Notwithstanding the foregoing sentence, the Company may
         discontinue at any time any such the employee benefit plan or
         arrangement, to the extent permitted by the terms of such plans or
         arrangements, and shall not be required to compensate Employee for the
         elimination of any such employee benefit plans or arrangements.

                  (d) EXPENSES. The Company shall, upon presentment by Employee
         of appropriate receipts and vouchers therefor, reimburse Employee for
         all reasonable, ordinary and necessary out-of-pocket business expenses
         incurred by Employee in connection with the performance of his duties
         under this Agreement, provided that such expenses are incurred and
         accounted for in accordance with and subject to the normal policies and
         procedures of the Company.

                  (e) VACATION. Employee shall be entitled to reasonable paid
         vacation time in accordance with the policies of the Company applicable
         to executive officers of the Company.

                  (f) METRETEK OPTIONS.Because the Company is a subsidiary of
         Metretek Technologies, Inc., a Delaware corporation ("Metretek"),
         employees of the Company are eligible to receive stock options under
         the Metretek 1998 Stock Incentive Plan. In consideration in part for
         inducing Employee to enter into this Agreement and for his services
         hereunder, the Company shall cause Metretek to grant to Employee an
         option (the "Metretek Option") to purchase 60,000 shares of Common
         Stock, par value $.01 per share ("Metretek Common Stock"), of Metretek,
         with an exercise price equal to 110% of the last sale price of the
         Metretek Common Stock as reported on the Nasdaq National Market on the
         date hereof. The Metretek Option shall vest in three equal
         installments: one-third on the date hereof, one-third in six months and
         one-third in eighteen months.

         SECTION 5. TERMINATION OF EMPLOYMENT. Notwithstanding Section 2 hereof,
the Employment Term and Employee's employment hereunder shall terminate as
follows:

                  (a) DEATH. Employee's employment hereunder shall automatically
         terminate upon his death, and the Company shall pay to his designated
         beneficiary (or, if none, to his estate) the pro rata portion of his
         Salary and all other accrued and vested but unpaid compensation through
         the date of his death.


                  (b) DISABILITY. The Company shall have the right, in its sole
         discretion, to terminate Employee's employment hereunder in the event
         of Employee's "Disability" upon giving at least 30 days written notice
         to Employee of its intention to terminate Employee's employment. For
         purposes of this Agreement, "Disability" means the physical or mental
         inability of Employee, due to illness, accident or

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         other incapacity, to effectively perform the essential functions of his
         duties hereunder for any period of 90 consecutive days, or 180 days
         during any twelve-month period, or which results from an incapacity
         determined to be total and permanent as determined by an independent
         physician selected by the Company.


                  (c) BY THE COMPANY FOR CAUSE. The Company shall have the
         right, in its sole discretion, to terminate Employee's employment
         hereunder at any time for "Cause" immediately upon giving written
         notice of termination to Employee. Upon termination for Cause, Employee
         shall be entitled to receive only the accrued but unpaid portion of his
         Salary through the date of termination, plus any accrued and vested but
         unpaid compensation as of such date, but Employee shall not be entitled
         to any bonus or incentive compensation for the year in which he was
         terminated. Employee shall have no right to receive any other or
         further compensation or benefits. For purposes of this Agreement,
         "Cause" includes the following:


                           (i) The failure or refusal by Employee to perform any
                  of his duties hereunder, or the breach by Employee of any of
                  his obligations, covenants, representations, warranties or
                  acknowledgments hereunder, which failure, refusal or breach
                  remains unremedied or uncured for a period of 15 days after
                  specific written notice thereof is given to Employee by the
                  Board or any Senior Officer;


                           (ii) Any act of dishonesty, disloyalty,
                  insubordination, fraud, breach of fiduciary duty or bad faith
                  by Employee that is materially detrimental to the Company or
                  that results in substantial personal enrichment of Employee;


                           (iii) The conviction of Employee, or the entering of
                  a guilty plea or a plea of no contest by Employee with respect
                  to (A) a felony, or (B) a misdemeanor that involves theft,
                  fraud or dishonesty, results in Employee's imprisonment or
                  impairs Employee's ability to perform his duties hereunder or
                  damages the reputation or business of the Company;


                           (iv) Except as authorized by the Board or by any
                  Senior Officer, the failure of Employee to comply with any
                  applicable law, rule, regulation or any order, injunction,
                  ruling or similar decree of any court, arbitrator or
                  governmental authority which results in material injury to the
                  property, business, operations or reputation of the Company;


                           (v) The misappropriation (or attempted
                  misappropriation) or embezzlement by Employee of any funds,
                  property, business opportunity or rights of the Company,
                  including securing (or attempting to secure) any personal
                  profit in connection with any transaction entered into on
                  behalf of the Company without the prior consent of the Board;


                           (vi) The breach by Employee of, or failure or refusal
                  of Employee to adhere to, any written code of conduct, policy
                  or instructions of the Company applicable to executive
                  officers of the Company that is not remedied by Employee
                  within twenty (20) business days after receipt of notice
                  thereof given by the Company;


                           (vii) The use by Employee of drugs, alcohol or
                  narcotics which interferes with the performance of Employee's
                  duties and responsibilities under this Agreement;


                           (viii) The excessive absence by Employee unrelated to
                  illness or permitted leave time; or

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                           (ix) Gross dereliction, misconduct, neglect,
                  incompetence or insubordination of Employee or mismanagement
                  by Employee in connection with Employee's duties or
                  responsibilities hereunder.


                  (d) BY THE COMPANY WITHOUT CAUSE. The Company shall have the
         right, in its sole discretion, to terminate Employee's employment
         hereunder at any time effective upon the giving of written notice of
         such termination to Employee (or at such later date as the notice
         provides). In such event, Employee shall be entitled to receive (i) all
         amounts of Salary and bonuses accrued but unpaid through the date of
         termination, (ii) an amount equal to the Salary at the rate in effect
         on the date of termination for a period the shorter of twelve months or
         the remainder of the Employment Term, (iii) any rights and benefits of
         any of the employee benefits accruing to him (including any plans in
         which he was participating) as of the date of such termination, subject
         to the terms and conditions of such plans and benefits, but Employee
         shall not attain vested status in any plans or benefits in which he is
         not vested on the date of termination (except as provided in clause
         (iv) below), and (iv) the Metretek Option shall immediately vest and
         become exercisable and remain exercisable for the periods set forth in
         the Metretek Option. In the event of the termination of Employee's
         employment hereunder by the Company without Cause, Employee shall use
         his best efforts to mitigate the amounts payable under this Section
         5(d) hereof by seeking other employment; provided, however, that
         Employee shall not be required to accept a position: (i) of
         substantially different character than the position held by Employee
         with the Company during the Employment Term, or (ii) that might
         reasonably be expected to by result in a violation by Employee of the
         provisions of Section 6. To the extent that Employee shall receive
         compensation and benefits from such other employment for services
         rendered during the remainder of the Employment Term computed without
         regard to the termination, the payments and benefits to be made or
         provided by or at the direction of the Company under the provisions of
         this Section 5(d) shall be correspondingly reduced.


                  (e) VOLUNTARY TERMINATION BY EMPLOYEE. Employee agrees not to
         voluntarily terminate his employment hereunder except by giving at
         least 60 days written notice to the Company. Upon such voluntary
         termination by Employee, Employee shall be entitled to receive only the
         accrued but unpaid portion of his Salary (but not any bonus) through
         the date of termination and the accrued and vested rights and benefits
         under any Employee benefits plan which he was entitled to receive at
         the date of such termination, subject to the terms and conditions of
         such plans.


                  (f) UPON MERGER, ACQUISITION OR CHANGE IN CONTROL OF THE
         COMPANY. Neither this Agreement nor Employee's employment hereunder
         shall terminate solely by reason of any sale of assets or capital stock
         of the Company, or any merger or consolidation or change in control of
         the Company, if Employee is offered employment with the resulting,
         survivor or successor entity on terms and conditions, in the aggregate,
         not materially less favorable to Employee than the terms of this
         Agreement.


                  (g) NO FURTHER OBLIGATION TO EMPLOYEE. The payments and
         benefits (if any) required to be made or provided to Employee pursuant
         to this Section 5 shall be in full and complete satisfaction of, and
         shall constitute the full settlement and release of the Company by
         Employee with regard to all obligations of the Company owed to Employee
         pursuant to this Agreement. After the date of termination of Employee's
         employment hereunder, the Company shall have no further obligations to
         Employee under this Agreement except as otherwise set forth herein.


                  (h) SURVIVAL OF EMPLOYEE'S OBLIGATIONS. Notwithstanding the
         termination of this Agreement by either party hereto for any reason,
         the obligations of Employee under Section 6 hereof and

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         the other provisions thereof shall survive the termination or
         expiration of this Agreement or Employee's employment hereunder and
         shall remain in full force and effect for the period provided therein.


         SECTION 6. COVENANTS. In consideration in part for the compensation to
be paid to Employee hereunder by the Company, and in order to induce the Company
to enter into this Agreement and the Stock Purchase Agreement, Employee hereby
makes the following covenants to the Company:

                  (a) COVENANT NOT TO COMPETE. During the Employment Term and
         for a period of one year thereafter (the "Restricted Period"), Employee
         shall not, directly or indirectly, alone or in association with others,
         whether as owner, shareholder, employee, officer, director, partner,
         manager, member, lender, investor, consultant, principal, agent,
         independent contractor, co-venturer or in any other capacity, invest
         in, engage in, have a financial interest in, be in any other way
         connected or affiliated with, or render advice or service to, any
         Person that is in competition with the Company in the United States or
         in any other country in which the Company does a material amount of
         business or otherwise has material operations.

                           (i) COMPETITION WITH THE COMPANY. For purposes of
                  this Agreement, (A) the phrase "in competition with the
                  Company" shall be deemed to include competition with the
                  Company and its subsidiaries and Affiliates, or their
                  respective successors or assigns, or the businesses of any of
                  them, and (B) a business shall be deemed to be in competition
                  with the Company if it is engaged in any business activity or
                  has products or services that are the same or similar to the
                  business activities, products or services of the Company
                  during the Employment Term. Notwithstanding the foregoing,
                  nothing herein contained shall prevent Employee from acquiring
                  and holding for investment up to two percent (2%) of any class
                  of securities of any corporation, if such securities are
                  listed or traded on a national securities exchange or the
                  Nasdaq Stock Market or in the over-the-counter market.


                           (ii) INTERPRETATION OF COVENANT. The parties hereto
                  acknowledge and agree that the duration and area for which the
                  covenant not to compete set forth in this Section 6(a) is to
                  be effective are fair and reasonable and are reasonably
                  necessary for the protection of the Company and its business
                  and good will, and Employee hereby waives any objections to or
                  defenses in respect thereof. In the event that any court
                  determines that any portion of the time period or the area, or
                  both of them, are unreasonable, arbitrary or against public
                  policy, and that such covenant is to such extent
                  unenforceable, illegal or invalid, the parties hereto agree
                  that this Section 6(a) shall be deemed amended to delete
                  therefrom such provisions or portions adjudicated to be
                  unenforceable, illegal or invalid so that the covenant shall
                  remain in full force and effect for the greatest time period
                  and in the greatest geographical area that would render it
                  enforceable, legal and valid. The parties intend that the
                  covenant set forth in the Section 6(a) shall be deemed to be a
                  series of separate covenants, one for each and every county of
                  each and every state of the United States of America and one
                  for each and every political subdivision of each and every
                  other country where the covenant is intended to be effective
                  and is not proscribed by law.


                  (b) COVENANT REGARDING DISCLOSURE OR USE OF CONFIDENTIAL
                      INFORMATION.

                           (i) Employee acknowledges that during the Employment
                  Term and as a result of his employment by the Company, he will
                  learn, obtain and have access to confidential and proprietary
                  information regarding the business and affairs of the Company
                  and its Affiliates. Employee hereby agrees that at all times
                  during and after the Employment Term he shall keep strictly
                  confidential and hold in confidence all Confidential
                  Information (as defined below), and shall not, directly or
                  indirectly, use any Confidential Information for Employee's
                  own benefit or for the benefit of any other Person or divulge,
                  disclose, communicate or otherwise reveal any Confidential
                  Information to any Person in any manner

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                  whatsoever, other than to the directors, employees and agents
                  of the Company, and then only in the course of the Company's
                  affairs to the extent necessary for them to perform services
                  to and responsibilities on behalf of the Company.


                           (ii) As used herein, "Confidential Information" means
                  any and all information, however documented, which is
                  confidential property or otherwise non-public, related to the
                  business and affairs of the Company and its Affiliates,
                  including, but not limited to, their assets, properties,
                  operations, finances, practices, procedures, policies,
                  methods, contracts, agreements and arrangements, lending
                  policies, pricing policies, price lists, financial plans,
                  business plans, financial information, financial projections,
                  budgets, marketing strategies and techniques; the identity and
                  location of all past, present and prospective customers,
                  suppliers, affiliates, debtors, creditors, lenders, employees,
                  consultants, advisors, agents, distributors, wholesalers,
                  clients and others who have dealings with the Company; trade
                  secrets, processes, photographs, graphics, product
                  specifications, formulas, compositions, samples, inventions,
                  ideas, research and development; patents, patent applications;
                  copyrights and copyright applications (in any such case,
                  whether registered or to be registered in the United States or
                  any foreign country) applied for, issued to or owned by the
                  Company; any and all processes, computer programs and software
                  (including object code and source codes, database,
                  technologies, engineering or technical data, drawings,
                  sketches or designs, manufacturing or distribution methods or
                  techniques; and any other information known to Employee to be
                  confidential, proprietary, secret or otherwise non-public
                  information.


                           (iii) Employee hereby acknowledges and agrees that,
                  as between the Company and Employee, all of the Confidential
                  Information, however documented, whether or not developed,
                  created or modified by Employee, is the exclusive property of
                  the Company.


                           (iv) Upon the termination or expiration of the
                  Employment Term, Employee shall leave with or return to the
                  Company, without making or retaining any copies, or other
                  records of, all Confidential Information including all copies,
                  summaries, abstracts thereof and all memoranda, notes,
                  records, reports, books, letters, customer lists, manuals and
                  other writings or documents whatsoever pertaining thereto.
                  Notwithstanding the foregoing, as used herein "Confidential
                  Information" does not mean or include any information that is
                  generally available to the public other than as a result of a
                  direct or indirect disclosure by Employee.


                  (c) COVENANTS REGARDING BUSINESS RELATIONSHIPS. Employee
         agrees that during and throughout the Employment Term and the
         Restricted Period, except when acting on behalf of the Company, he
         shall not, directly or indirectly, (i) employ, solicit, induce, engage
         or cause any director, officer, employee, independent contractor,
         consultant, salesman or other agent of the Company (whether now or
         hereafter engaged by the Company) to (A) terminate his employment or
         engagement with the Company, (B) accept employment or engagement or
         otherwise render services to any other Person or business (wherever
         located, and regardless of type of business conducted), or (C)
         interfere with the business of the Company; or (ii) solicit any clients
         or customers of the Company or interfere in any business relationship
         between the Company and any other person, firm or entity, including any
         person who was at any time an employee, consultant, contractor,
         advisor, supplier, lender or customer of the Company. Employee shall
         not, at any time during or after the Employment Term, disparage the
         business reputation of the Company or any of its shareholders,
         directors, officers, employees or agents or take actions that are
         harmful to the Company's good will with others.


                  (d) INTELLECTUAL PROPERTY. During and throughout the
         Employment Term and the Restricted Period, Employee agrees to disclose
         to the Company any and all ideas, improvements, techniques,
         modifications, processes, inventions, developments, discoveries, trade
         secrets, trademarks,

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         service marks, copy rights, trade names, business plans and any work of
         authorship ("Intellectual Property") developed, conceived, created,
         made, devised, discovered, acquired or acquired knowledge of, by
         Employee during the Employment Period, either by himself or in
         conjunction with any other person, which relates in any way, directly
         or indirectly, or may be useful in any manner in the business of the
         Company or its Affiliates, and any such item that is based upon or
         utilizes Confidential Information, whether or not the Company or its
         Affiliates obtains a patent, trademark, service mark or copyright
         thereon. Employee hereby agrees that the Intellectual Property shall
         become and remain the sole and exclusive property of the Company.
         Employee hereby acknowledges that all of Employee's writing, works of
         authorship and other Intellectual Property are works made for hire and
         the property of the Company, including patents, trademarks, service
         marks, copyrights and other intellectual property rights pertaining
         thereto. Employee shall, at the request and cost of the Company or any
         of its Affiliates, render assistance as the Company deems necessary or
         desirable to secure, prosecute and/or defend the rights thereto by
         patent, trademark, service mark, copyright to otherwise to the Company
         or its Affiliates, including without limitation the assignment,
         transfer and conveyance to the Company or its Affiliates of all of
         Employee's right, title and interest in and to the Intellectual
         Property.

                  (e) EMPLOYEE'S ACKNOWLEDGMENT. The Company spends considerable
         amounts of time, money and effort in developing and maintaining good
         will in its industry. Employee agrees the covenants contained within
         this Section 6 (i) are reasonable and necessary in all respects to
         protect the goodwill, trade secrets, confidential information, and
         business interests of the Company; (ii) are not oppressive to Employee;
         (iii) do not impose any greater restraint on Employee than is
         reasonably necessary to protect the goodwill, trade secrets,
         confidential information and legitimate business interests of the
         Company; and (iv) will not, upon the termination, of Employee's
         employment with the Company for any reason whatsoever, cause Employee
         to be unable to earn a living that is suitable and acceptable to
         Employee.

                  (f) EQUITABLE RELIEF.Employee hereby acknowledges and agrees
         that his services to be rendered to the Company hereunder and his
         obligations contained in this Section 6 are of special, unique and
         personal character which gives them a peculiar value to the Company,
         that the Company cannot be reasonably or adequately compensated in
         money damages in an action at law in the event Employee breaches any
         obligations under this Section 6, and that the provisions of this
         Section 6 are reasonable and necessary to protect the business of the
         Company. Employee therefore expressly agrees that, in addition to any
         other rights or remedies which the Company may have at law or in equity
         or by reason of any other agreement, the Company shall be entitled to
         injunctive and other equitable relief in the form of temporary,
         preliminary and permanent injunctions without posting bond or other
         security in the event of any actual or threatened breach of any such
         obligation by Employee and without the necessity of proving actual
         damages, and to discontinue any salary, bonus, benefits and/or
         insurance continuation provided hereunder. Nothing in this Agreement
         shall be construed to prohibit the Company from pursuing any other
         remedy, and Employee agrees that all remedies of the Company are
         cumulative.

                  (g) NATURE OF COVENANTS. Employee's covenants in Section 6
         hereof are independent covenants, and the existence of any claim by
         Employee against the Company under this Agreement or otherwise will not
         excuse Employee's breach or waive Employee's obligation to perform, any
         covenant in this Section 6. If Employee's employment hereunder
         terminates for any reason, or the Employment Term expires, this Section
         6, and the other terms and conditions of this Agreement necessary or
         appropriate to enforce the covenants of Employee in Section 6, shall
         survive and remain in full force and effect.

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         SECTION 7. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. Employee
represents and warrants to the Company that (a) Employee is under no contractual
or other restriction, arrangement or obligation which is or will be breached by
or in conflict or inconsistent with his execution and delivery of this
Agreement, the performance of his duties hereunder, or the other rights of the
Company hereunder, and (b) Employee is under no physical or mental disability or
incapacity that would hinder the performance of his duties under this Agreement.

         SECTION 8. CONSOLIDATION, MERGER OR SALE OF ASSETS. Nothing in this
Agreement shall preclude the Company from consolidating with, merging into, or
transferring all or substantially all of its assets to another entity which
assumes all of the Company's obligations and undertakings hereunder. Upon such a
consolidation, merger or transfer of assets, the term "Company" as used herein
shall mean such other entity, and this Agreement shall continue in full force
and effect.

         SECTION 9. EMPLOYEE ACKNOWLEDGMENT; COUNSEL. Employee acknowledges by
executing this Agreement and delivering it to the Company that (i) he has read
all of the terms and conditions hereof, including his obligations, covenants,
representations and warranties to the Company; (ii) the covenants of Employee in
Section 6 hereof are essential elements of this Agreement, and the Company would
not have entered into this Agreement or the Stock Purchase Agreement without
Employee's agreement to comply with such covenants; (iii) each and every term,
covenant and restriction is reasonable and necessary for the proper protection
of the Company's business; and (iv) he has been advised by the Company that he
should consult with independent counsel of his choice and have such counsel
review this Agreement and render advice thereon to Employee, and Employee has
either done so or voluntarily elected not to do so.

         SECTION 10. TAXES. All payments required to be made by the Company
hereunder to Employee shall be subject to withholding of such amounts relating
to taxes as the Company may reasonably determine it should withhold pursuant to
any applicable federal, state or local law or regulation. In lieu of withholding
such amounts, in whole or in part, the Company may, in its sole discretion,
accept other provision for payment of taxes, provided it is satisfied that all
requirements of law affecting its responsibilities to withhold such taxes have
been satisfied.

         SECTION 11. NO ATTACHMENT. Except as required by law, no right to
receive payment under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge or
hypothecation or to execution, attachment, levy, or similar process of
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

         SECTION 12. ARBITRATION. Any dispute, controversy or claim arises out
of, under or in connection with, or otherwise relating to, this Agreement (other
than the Company's rights under Section 6) (a "Dispute"), including but not
limited to the parties' rights and obligations hereunder, or any actual or
alleged breach hereof, shall be determined and settled by binding arbitration in
Denver, Colorado in accordance with the rules of the commercial rules and
procedures of the American Arbitration Association, as amended by this
Agreement. Promptly after a Dispute arises, the parties agree to make a good
faith effort to select one mutually agreeable arbitrator. If the parties are
unable to reach agreement on an arbitrator within thirty (30) days after the
Dispute is submitted to arbitration, one arbitrator shall be selected in
accordance with the commercial rules and procedures of the American Arbitration
Association. Any determination, resolution or award made by the arbitrators
shall specify the findings of fact of the arbitrators and the reasons for the

                                       9
<PAGE>   10
determination, resolution or award, and such determination, resolution or award
shall be final and binding. If the parties hereto mutually agree to a resolution
of any Dispute prior to the arbitrators' decision, the agreement of the parties
shall resolve the Dispute. The party prevailing in any arbitration, as
determined by the arbitrator, shall be entitled to an award of all of its
out-of-pocket costs and expenses incurred in connection with the Dispute,
including but not limited to reasonable attorneys' fees, court costs and expert
fees. An arbitration award or decision may be entered by any court of competent
jurisdiction, or application may be made to such a court for judicial acceptance
of the award or decision and any appropriate order, including enforcement. The
parties hereby consent to the submission of any Dispute for settlement by
binding arbitration in accordance with this Section 14 and agrees to carry out
without delay the provisions of any arbitration award, decision or resolution.

         SECTION 13. GENERAL PROVISIONS.

                  (a) GOVERNING LAW. This Agreement shall in all respects be
         governed by, and construed in accordance with, the internal substantive
         laws of the State of Colorado, without giving effect to any conflict or
         choice of law principles or rules.

                  (b) AMENDMENT. This Agreement may not be amended or modified
         in whole or in part in any manner except in a writing which makes
         reference to this Agreement executed by both parties hereto.

                  (c) ASSIGNMENT. Neither the Agreement, nor any rights,
         obligations or duties hereunder, may be assigned or delegated by any
         party hereto without the prior written consent of the other party
         hereto; provided, however, that this Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of the
         Company upon any sale of all or substantially all of the Company's
         stock or assets, or upon any merger, consolidation or reorganization of
         the Company with or into any other Person, so long as such successors
         or assigns assume all of the Company's obligations hereunder. As used
         in this Agreement, the term "Company" shall be deemed to refer to any
         such successor or assign of the Company referred to in the preceding
         sentence.

                  (d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the parties hereto and their respective
         successors and permitted assigns.

                  (e) ENTIRE AGREEMENT.

                           (i) This Agreement sets forth the entire agreement
                  and understanding of the parties hereto with respect to the
                  subject matter hereof and supersedes in their entirety all
                  prior and contemporaneous written and oral agreements,
                  arrangements, understandings, negotiations, communications,
                  covenants, representations and warranties among the parties
                  hereto relating to the subject matter hereof.

                           (ii) Employee acknowledges that from time to time,
                  the Company may establish, maintain or distribute the employee
                  manuals or handbooks or personnel policy manuals, and officers
                  or other representatives of the Company may make written or
                  oral statements relating to personal policies and procedures.
                  Such manuals, handbooks and statements are intended only for
                  general guidance. No policies, procedures or statements of any
                  nature by or on behalf of the Company (whether written or
                  oral, and whether or not contained in any the employee manual
                  or handbook or personnel policy manual), and no acts or
                  practices of any nature, shall be construed to modify this
                  Agreement.

                                       10
<PAGE>   11
                  (f) NOTICES. Any and all notices, demands, requests, elections
         and other communications required or permitted to be given hereunder
         shall be in writing and shall be deemed to have been duly given (i)
         upon personal delivery; (ii) upon confirmation of receipt when sent by
         facsimile transmission; (iii) one business day after deposit during
         normal business hours with a nationally recognized overnight courier,
         specifying next day delivery, with written verification of receipt;
         (iv) five business days after being sent by first class (certified or
         registered) mail, postage prepaid, return receipt requested, in each
         case to the following addresses:

                            If to the Company:

                            PowerSpring, Inc.
                            1675 Broadway, Suite 2150
                            Denver, Colorado  80202
                            Attn:  Chief Executive Officer
                            Telephone:  (303) 592-5555
                            Facsimile:   (303) 592-5556

                            With copies to:

                            Metretek Technologies, Inc.
                            1675 Broadway, Suite 2150
                            Denver, Colorado  80202
                            Attn:  W. Phillip Marcum, President
                            Telephone:  (303) 592-5555
                            Facsimile:   (303) 592-5556

                            Paul R. Hess, Esq.
                            Kegler, Brown, Hill & Ritter Co., L.P.A.
                            65 E. State Street, Suite 1800
                            Columbus, Ohio  43215
                            Telephone:  (614) 462-5400
                            Facsimile: (614) 464-2634

                            If to Mercator:

                            John A. Harpole
                            [600 17th Street, Suite 600 South
                            Denver, Colorado 80202
                            Telephone: (303) 825-1100
                            Facsimile:  (303) 825-2300]

                                       11
<PAGE>   12
                            With a copy to:

                            Ducker, Montgomery & Lewis, P.C.
                            1560 Broadway, Suite 1500
                            Denver, Colorado  80202
                            Attn:  Bruce Ducker, Esq.
                            Telephone:  (303) 861-2828
                            Facsimile:  (303) 861-4017

         Any party hereto may send any notice, demand, request, election or
         other communication to the intended recipient at its address set forth
         above using any other means (such as expedited courier, messenger
         service, telecopy, telex, ordinary mail or electronic mail), but no
         such notice, demand, request or other communication shall be deemed to
         have been given until it is actually received by the recipient. Any
         party hereto may change its designated address by giving written notice
         to all other parties.

                  (g) WAIVER. The obligations of any party hereunder may be
         waived only with the written consent of the party or parties entitled
         to the benefits the obligations so involved. Any waiver of a breach or
         violation of or default under any provision of this Agreement shall not
         be construed or operate as, or constitute, a waiver of any other or
         subsequent breach or violation of or default under that provision or
         any other provision of this Agreement. The failure of any party to
         insist upon strict compliance with any provision of this Agreement on
         any one or more occasions shall not be construed or operate as, or
         constitute, a continuing waiver of, or an estoppel of that party's
         right to insist upon strict compliance with, that provision or any
         other provision of this Agreement.

                  (h) SEVERABILITY. The provisions of this Agreement shall be
         deemed severable. If any provision of this Agreement is determined to
         be illegal, invalid or unenforceable in any situation: (i) the parties
         hereto shall agree to a suitable and equitable provision to be
         substituted therefor in order to carry out, so far as may be valid and
         enforceable, the intent and purpose of such invalid or unenforceable
         provision; and (ii) the remainder of this Agreement shall remain in
         full force and effect, and the application of such provision in any
         other situation shall not be affected.

                  (i) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts (including counterparts executed by less than all
         parties hereto), each of which shall be deemed to be an original, but
         all of which together shall constitute one and the same instrument.

                  (j) HEADINGS. The headings used herein are solely for
         convenience of reference and shall not be given any effect in the
         construction or interpretation of this Agreement.

                  (k) NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement,
         express or implied, in intended to create or confer and shall not be
         construed or operate as creating or conferring, any rights or remedies
         under or by reason of this Agreement, upon any Person other than the
         parties hereto and their respective successors and permitted assigns.

                  (l) FURTHER ASSURANCES. The parties hereto agree to take or
         cause to be taken all actions, which are necessary, convenient or
         desirable in order to effect the transactions contemplated by this
         Agreement.

                                       12
<PAGE>   13
                  (m) BEST EFFORTS. Each of the parties hereto shall act in good
         faith and use its best efforts to bring about the transactions
         contemplated by this Agreement.

                  (n) EXPENSES. Except as otherwise expressly provided herein,
         each of the parties to this Agreement shall pay its own costs and
         expenses incurred in connection with this Agreement and the
         consummation of the transactions contemplated hereby.

                  (o) CONSTRUCTION. In the event an ambiguity or question or
         intent or interpretation arises, this Agreement shall be construed as
         if drafted jointly by the parties hereto and no presumption or burden
         of proof shall arise favoring or disfavoring any party hereto by virtue
         of the authorship of any of the provisions of this Agreement.

                  (p) SPECIFIC PERFORMANCE. Each of the parties hereto
         acknowledges and agrees that the other parties hereto would suffer
         irreparable damage for which an adequate remedy at law would not be
         available in the event any of the provisions of this Agreement is not
         performed in accordance with its specific terms or otherwise is
         breached. Accordingly, each of the parties hereto agrees that the
         non-breaching parties shall be entitled to an injunction, restraining
         order or other form of equitable relief from any court of competent
         jurisdiction to prevent breaches of, and to specifically enforce, the
         provisions of this Agreement.

                  (q) INTERPRETATION OF CERTAIN PROVISIONS. Except as otherwise
         expressly provided herein, as used in this Agreement:

                           (i) Any reference to any federal, state, local or
                  foreign statute or law shall be deemed also to include a
                  reference to all rules and regulations promulgated thereunder.

                           (ii) The term "including" means "including, without
                  limitation".

                           (iii) The term "Entity" means and includes a
                  corporation, partnership, limited liability company, joint
                  venture, trust, association, unincorporated organization,
                  governmental or regulating body or authority, or any other
                  form of business or entity.

                           (iv) The term "Person" means and includes an
                  individual and an Entity.

                           (v) The number and gender of each noun and pronoun
                  and the terms "Person" and "Persons" and the like shall be
                  construed to mean such number and gender as the context, the
                  circumstances or its antecedent may require.

                           (vi) The terms "hereof", "herein", "hereunder" and
                  words of similar import refer to this Agreement as a whole,
                  and not to any Section, subsection or clause of this
                  Agreement.

                           (vii) Each reference to a Section means such Section
                  of this Agreement.


                                   * * * * *


                                       13
<PAGE>   14
         IN WITNESS WHEREOF, this Employment and Non-Competition Agreement has
been executed and delivered by the parties hereto or their respective duly
authorized officers, effective as of the date first above written.

                                          THE COMPANY:

                                          POWERSPRING, INC.

                                          By:/s/ W. Phillip Marcum
                                             -----------------------------------
                                             W. Phillip Marcum, President


                                          EMPLOYEE:

                                          /s/ John A. Harpole
                                          -----------------------------------
                                          John A. Harpole


                                       14