TOTAL INVOICE COST: $604,540.00

Exhibit 10.3

BB&T EQUIPMENT FINANCE CORPORATION

EQUIPMENT SCHEDULE SERIES A NO. 1

executed pursuant to that certain Master Lease Agreement dated as of November 25, 2009 (the “Lease”; which is incorporated herein by reference). This Equipment Schedule, incorporating by reference the terms and conditions of the Lease, constitutes a separate instrument of lease.

     1. EQUIPMENT. The Equipment leased hereunder shall be as set forth in the schedule attached hereto.

TOTAL INVOICE COST: $604,540.00

     2. TERM. Upon and after the date of execution hereof, the Equipment shall be subject to the terms and conditions provided herein and in the Lease.

          A full term of lease with respect to said Equipment shall commence on the date hereof and shall extend for eighty-four (84) months after the first day of December, 2009 (the “Base Lease Commencement Date”).

     3. RENT.

          (a) During the period from the date hereof to the Base Lease Commencement Date (the “Interim Term”), the pro-rated daily rent for said Equipment shall be computed as the product of the Total Invoice Cost specified above and the Prime Rate, divided by three hundred sixty (360) days. As used herein, “Prime Rate” shall mean the rate of interest announced by Branch Banking & Trust Company, from time to time as its prime lending rate, whether or not such rate is offered to other commercial borrowers/lessees of Branch Banking & Trust Company (or if such rate is not announced by Branch Banking & Trust Company, the highest rate of interest published in The Wall Street Journal as the prime rate of interest), in effect on the date of execution hereof; provided, however, that on the first day of each month during the Interim Term, the Prime Rate shall be changed to the Prime Rate in effect on such date. This pro-rated payment shall be made on the last day of the month for each month during the Interim Term.

          (b) From and after the Base Lease Commencement Date, the monthly rent for said Equipment during the term of this Lease shall be computed as 1.198650% of the Total Invoice Cost specified above. Rent payments shall be made, in advance, on the first day of the month for each month during the term of this Lease.

     4. LESSEE’S CONFIRMATION. Lessee hereby confirms and warrants to Lessor that the Equipment: (a) was duly delivered to Lessee at the location specified in Section 5 hereof; (b) has been received, inspected and determined to be in compliance with all applicable specifications and that the Equipment is hereby accepted for all purposes of the Lease; and (c) is a part of the “Equipment” referred to in the Lease and is taken subject to all terms and conditions therein and herein provided.

     5. LOCATION OF EQUIPMENT. The location of the Equipment is specified on the Schedule of Equipment attached hereto.

     6. TAX ATTRIBUTES. The class of property to which the Equipment is assigned (as referenced in Section 14(b)(2) of the Lease) is 7-year property.

     7. COMMERCIAL LIABILITY INSURANCE. The amount of commercial liability insurance referenced in Section 11 of the Lease is $10,000,000.00.

     8. PERSONAL PROPERTY TAXES.

Lessee agrees that it will not list any of such Equipment for property tax purposes or report any property tax assessed against such Equipment until otherwise directed in writing by Lessor. Upon receipt of any property tax bill pertaining to such Equipment from the appropriate taxing authority, Lessor will pay such tax and will invoice Lessee for the expense. Upon receipt of such invoice, Lessee will promptly reimburse Lessor for such expense;

     9. SCHEDULE OF STIPULATED LOSS VALUES. This Schedule of Stipulated Loss Values shall be applicable solely to the Equipment described in this Equipment Schedule.

		Percent								Percent								Percent
Rent		of Total				Rent				of Total				Rent				of Total
Payment		Invoice				Payment				Invoice				Payment				Invoice
Number		Cost				Number				Cost				Number				Cost
1			103.40135				29				79.93655				57				52.60421
2			102.69249				30				79.02178				58				51.56094
3			101.91972				31				78.10268				59				50.51429
4			101.14136				32				77.18015				60				49.46348
5			100.35738				33				76.25326				61				48.40604
6			99.56847				34				75.32019				62				47.34515
7			98.77372				35				74.38363				63				46.28006
8			97.97398				36				73.44267				64				45.20828
9			97.16837				37				72.49549				65				44.12978
10			96.35704				38				71.54474				66				43.04774
11			95.54065				39				70.58955				67				41.96144
12			94.71833				40				69.62809				68				40.87156
13			93.89023				41				68.66031				69				39.77741
14			93.05700				42				67.68952				70				38.67645
15			92.21779				43				66.71478				71				37.57184
16			91.37274				44				65.73699				72				36.46292
17			90.52182				45				64.75524				73				35.34714
18			89.66690				46				63.76711				74				34.22763
19			88.80704				47				62.77586				75				33.10377
20			87.94313				48				61.78061				76				31.97299
21			87.07426				49				60.77893				77				30.83527
22			86.19943				50				59.77407				78				29.70154
23			85.32048				51				58.76517				79				28.57025
24			84.43653				52				57.74979				80				27.44299
25			83.54656				53				56.72790				81				26.31818
26			82.65241				54				55.70273				82				25.18646
27			81.75320				55				54.67347				83				24.05876
28			80.84792				56				53.64090				84				23.00000

Stipulated Loss Values are due in addition to any advance or arrears rental due on the same date.

     10. RIDERS. Riders Nos. 1 and 2 attached hereto are incorporated in this Equipment Schedule.

     11. PAYMENT AUTHORIZATION. Lessor is hereby irrevocably authorized and directed to pay the Total Invoice Cost specified above as follows:

Company Name		Wire Instructions		Amount
PowerSecure, Inc.		Citibank, N.A.		$	604,540.00
		201 S. Texas Ave.
		Bryan, TX 77803
		ABA #: 113193532
		Account #: 9773271468

     12. BILL OF SALE. In consideration of the payment by Lessor of the amount specified herein as the Total Invoice Cost of the items of Equipment listed on the Schedule of Equipment attached hereto, the receipt and sufficiency of which are hereby acknowledged, Lessee does hereby bargain, sell, assign, transfer and set over to Lessor such Equipment, together with whatever claims and rights Lessee may have against the manufacturer and/or supplier of such Equipment, including (but not limited to) all warranties with respect thereto.

          Lessee represents and warrants that: (a) Lessee has good and marketable title to such Equipment conveyed hereunder and does hereby transfer an interest therein free and clear of any and all encumbrances, liens, charges or defects; (b) the transfer of an interest in such Equipment (1) has been duly authorized by all necessary action on the part of Lessee, (2) does not require the consent of any stockholder, member, trustee or holders of any indebtedness of Lessee, except such as have been duly obtained, and (3) does not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the organizational documents of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; and (c) no filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or any person, in order to preserve to Lessor all the rights transferred hereby.

DATE OF EXECUTION: November 27, 2009.

BB&T EQUIPMENT FINANCE CORPORATION Lessor

POWERSECURE, INC. Lessee

By:

/s/ Jeannie McManus

By:

/s/ Christopher T. Hutter

Name:

Jeannie McManus

Name:

Christopher T. Hutter

Title:

Vice President

Title:

Chief Financial Officer