Metretek Technologies Enters into Definitive Agreements for $28 Million Private Placement of Common Stock

Metretek Technologies, Inc. (Amex:MEK) announced today
that it has entered into definitive agreements to raise gross proceeds
of $28,175,672 in a private placement of 2,012,548 shares of its
common stock to institutional and accredited investors at a price of
$14.00 per share. In addition, officers and directors of the Company
have agreed to sell and issue a total of 390,452 shares of common
stock to the investors in the private placement at the same price per
share.
   Closing of the private placement, expected to occur in the next
week, is subject to customary closing conditions.
   The net cash proceeds to the Company of approximately $26 million
will be used to repay indebtedness, for capital expenditures, and for
working capital purposes.
   The private placement is being made only to accredited investors
in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") pursuant to
Section 4(2) of the Act and Regulation D promulgated thereunder. The
shares of common stock to be issued in the private placement have not
been registered under the Securities Act, or any state securities
laws, and unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws. The Company has agreed to file a registration
statement under the Securities Act registering the resale of the
shares of common stock issued in the private placement.
   This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of the securities in any jurisdiction in which such offering
would be unlawful.
   Metretek Technologies, Inc. through its subsidiaries -- Southern
Flow Companies, Inc.; PowerSecure, Inc.; and Metretek, Incorporated
(Metretek Florida) -- is a diversified provider of energy measurement
products, services and data management systems to industrial and
commercial users and suppliers of natural gas and electricity.

   Safe-Harbor Statement:

   All forward-looking statements contained in this press release are
made within the meaning of and under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are all statements other than statements of historical
facts, including but not limited to statements regarding the closing
of the private placement and all other statements concerning the
plans, intentions, expectations, projections, hopes, beliefs,
objectives, goals and strategies of management, including statements
about other future financial and non-financial items, performance or
events and about present and future products, services, technologies
and businesses; and statements of assumptions underlying any of the
foregoing. Forward-looking statements are not guarantees of future
performance or events and are subject to a number of known and unknown
risks, uncertainties and other factors that could cause actual results
to differ materially from those expressed, projected or implied by
such forward-looking statements. Important risks, uncertainties and
other factors include, but are not limited to, the Company's ability
to maintain sufficient capital and liquidity on favorable terms to
meet its operating, working capital and debt service requirements and
other capital commitments and contingencies and to fund the growth of
its business; the timely and successful development, production and
market acceptance of new and enhanced products, services and
technologies of the Company; the ability of PowerSecure to develop and
expand its core distributed generation and its new energy-related
businesses, services and technologies, to manage its growth and to
address the effects of any future changes in tariff structures and
environmental requirements on its business solutions; effects from
time to time of hurricanes and other severe weather conditions on the
demand for Southern Flow's products and services; the ability of
Metretek Florida to successfully develop and expand its products,
service, technologies and markets; the effects of competition; changes
in customer and industry demand and preferences and purchasing
patterns; the Company's ability to attract, retain and motivate key
personnel; the ability of the Company to secure and maintain key
contracts, relationships and alliances and to make successful
acquisitions; the effects of pending and future litigation, claims and
disputes; changes in the energy industry generally and in the natural
gas and electricity industries in particular, including price levels;
general economic, market and business conditions; the effects of
international conflicts and terrorism; and other risks, uncertainties
and other factors identified from time to time in the Company's
reports and filings with the Securities and Exchange Commission.
Accordingly, there can be no assurance that the results expressed,
projected or implied by any forward looking statements will be
achieved, and readers are cautioned not to place undue reliance on any
forward-looking statements. The forward-looking statements in this
press release speak only as of the date hereof and are based on the
current plans, goals, objectives, strategies, intentions, expectations
and assumptions of, and the information currently available to,
management. The Company assumes no duty or obligation to update or
revise any forward-looking statements for any reason, whether as the
result of changes in expectations, new information, future events,
conditions or circumstances or otherwise.