Bylaws - SMF ENERGY CORP - 5-16-2001

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Bylaws - SMF ENERGY CORP - 5-16-2001 Powered By Docstoc
					EXHIBIT 3.2

BYLAWS OF STREICHER MOBILE FUELING, INC. (A FLORIDA CORPORATION)

INDEX Article One OFFICES
Section 1. Section 2. Registered Office........................................................................ Other Offices............................................................................ Article Two. MEETINGS OF SHAREHOLDERS Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Place.................................................................................... Time of Annual Meeting................................................................... Call of Special Meetings................................................................. Conduct of Meetings...................................................................... Notice and Waiver of Notice.............................................................. Business and Nominations for Annual and Special Meetings................................. Quorum................................................................................... Voting Per Share......................................................................... Voting of Shares......................................................................... Proxies.................................................................................. Shareholder List......................................................................... Action Without Meeting................................................................... Fixing Record Date....................................................................... Inspectors and Judges.................................................................... Voting for Directors..................................................................... ARTICLE Three. DIRECTORS Section Section Section Section Section Section Section Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Number; Election and Term; Removal....................................................... Vacancies................................................................................ Powers................................................................................... Place of Meetings........................................................................ Annual Meeting........................................................................... Regular Meetings......................................................................... Special Meetings and Notice.............................................................. Quorum; Required Vote; Presumption of Assent............................................. Action Without Meeting................................................................... Conference Telephone or Similar Communications Equipment Meetings........................ Committees............................................................................... Compensation of Directors................................................................ Chairman of the Board....................................................................

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ARTICLE Four. OFFICERS Section Section Section Section Section Section Section Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Positions................................................................................ Election of Specified Officers by Board.................................................. Election or Appointment of Other Officers................................................ Compensation............................................................................. Term; Resignation........................................................................ Chairman of the Board.................................................................... President................................................................................ Vice Presidents.......................................................................... Secretary................................................................................ Chief Financial Officer.................................................................. Treasurer................................................................................ Other Officers; Employees and Agents..................................................... Chief Executive Officer.................................................................. ARTICLE Five. CERTIFICATES FOR SHARES Section Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. 7. Issue of Certificates.................................................................... Legends for Preferences and Restrictions on Transfer..................................... Facsimile Signatures..................................................................... Lost Certificates........................................................................ Transfer of Shares....................................................................... Registered Shareholders.................................................................. Redemption of Control Shares............................................................. ARTICLE Six. GENERAL PROVISIONS Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. Dividends................................................................................ Reserves................................................................................. Checks................................................................................... Fiscal Year.............................................................................. Seal..................................................................................... Gender................................................................................... ARTICLE Seven. AMENDMENT OF BYLAWS Amendment of Bylaws......................................................................................

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STREICHER MOBILE FUELING, INC. BYLAWS Article One. OFFICES Section 1. Registered Office. The registered office of STREICHER MOBILE FUELING, INC., a Florida corporation (the "Corporation"), shall be located in the City of Ft. Lauderdale, State of Florida, unless otherwise designated by the Board of Directors. Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation (the "Board of Directors") may from time to time determine or as the business of the Corporation may require. Article Two. MEETINGS OF SHAREHOLDERS Section 1. Place. All annual meetings of shareholders shall be held at such place, within or without the State of Florida, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place, within or without the State of Florida, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided that there shall be an annual meeting held every year at which the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Call of Special Meetings. Special meetings of the shareholders shall be held if called in accordance with the procedures set forth in the Corporation's Articles of Incorporation (the "Articles of Incorporation") for the call of a special meeting of shareholders. Section 4. Conduct of Meetings. The Chairman of the Board (or in his absence, the President or such other designee of the Chairman of the Board) shall preside at the annual and special meetings of shareholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law, the Articles of Incorporation or in these Bylaws. Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the day of the meeting, either personally

or by first-class mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. If a meeting is adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless the person objects at the beginning to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented. Section 6. Business and Nominations for Annual and Special Meetings. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof. At any annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the requirements and procedures set forth in the Articles of Incorporation. Only such persons who are nominated for election as directors of the Corporation in accordance with the requirements and procedures set forth in the Articles of Incorporation shall be eligible for election as directors of the Corporation. Section 7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of these shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or by law, a majority of the shares entitled to vote on the matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote. If less than a majority of outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. After a quorum has been established at any shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Section 8. Voting Per Share. Except as otherwise provided in the Articles of Incorporation or by law, each shareholder is entitled to one (1) vote for each outstanding share held by him on each matter voted at a shareholders' meeting. -2-

Section 9. Voting of Shares. A shareholder may vote at any meeting of shareholders of the Corporation, either in person or by proxy. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws of such corporate shareholder or, in the absence of any applicable bylaw, by such person or persons as the board of directors of the corporate shareholder may designate. In the absence of any such designation, or, in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee. Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer thereof into his name. If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, his act binds all; (b) if more than one vote, in person or by proxy, the act of the majority so voting binds all; (c) if more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum. Section 10. Proxies. Any shareholder of the Corporation, other person entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact for such persons may vote the shareholder's shares in person or by proxy. Any shareholder of the Corporation may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary of the Corporation or such other officer or agent which is authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. An appointment of a proxy is revocable by the shareholder unless the appointment is coupled with an interest. Section 11. Shareholder List. After fixing a record date for a meeting of shareholders, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the meeting, arranged by voting group with the address of, and the number -3-

and class and series, if any, of shares held by each. The shareholders' list must be available for inspection by any shareholder for a period of ten (10) days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation's transfer agent or registrar. Any shareholder of the Corporation or his agent or attorney is entitled on written demand to inspect the shareholders' list (subject to the requirements of law), during regular business hours and at his expense, during the period it is available for inspection. The Corporation shall make the shareholders' list available at the meeting of shareholders, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. Section 12. Action Without Meeting. Any action required or permitted by law to be taken at a meeting of shareholders may be taken without a meeting or notice if a consent, or consents, in writing, setting forth the action so taken, shall be dated and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted with respect to the subject matter thereof, and such consent shall be delivered to the Corporation, within the period required by Section 607.0704 of the Florida Business Corporation Act, by delivery to its principal office in the State of Florida, its principal place of business, the Secretary or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action, in accordance with the requirements of Section 607.0704 of the Florida Business Corporation Act. Section 13. Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purposes, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolutions of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 13, such determination shall apply to any adjournment thereof, except where the Board of Directors fixes a new record date for the adjourned meeting or as required by law. Section 14. Inspectors and Judges. The Board of Directors in advance of any meeting may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment(s) thereof. If any inspector or inspectors, or judge or judges, are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by the Board of Directors in -4-

advance of the meeting, or at the meeting by the person presiding thereat. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots and consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots and consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by him or them, and execute a certificate of any fact found by him or them. Section 15. Voting for Directors. Unless otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. ARTICLE Three. DIRECTORS Section 1. Number; Election and Term; Removal. The number of directors of the Corporation shall be fixed from time to time, within the limits specified by the Articles of Incorporation, by resolution of the Board of Directors; provided, however, that no director's term shall be shortened by reason of a resolution reducing the number of directors. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each director elected shall hold office for the term for which he is elected and until his successor is elected and qualified or until his earlier resignation, removal from office or death. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Florida, shareholders of the Corporation or citizens of the United States. Shareholders shall have the right to remove directors only as provided in the Articles of Incorporation. Section 2. Vacancies. A director may resign at any time by giving written notice to the Corporation, the Board of Directors or the Chairman of the Board. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the Board of Directors may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the size of the Board of Directors shall be filled only by the affirmative vote of a majority of the current directors though less than a quorum of the Board of Directors. Shareholders shall not, and shall have no power to, fill any vacancy on the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, or until the next election of one or more directors by shareholders if the vacancy is caused by an increase in the number of directors. -5-

Section 3. Powers. Except as provided in the Articles of Incorporation and bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of its Board of Directors. Section 4. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida. Section 5. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held, without call or notice, immediately following each annual meeting of shareholders. Section 6. Regular Meetings. Regular meetings of the Board of Directors may also be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 7. Special Meetings and Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President and shall be called by the Secretary on the written request of any two directors. Written notice of special meetings of the Board of Directors shall be given to each director at least forty-eight (48) hours before the meeting. Except as required by statute, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notices to directors shall be in writing and delivered personally or mailed to the directors at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be received. Notice to directors may also be given by telegram, teletype or other form of electronic communication. Notice of a meeting of the Board of Directors need not be given to any director who signs a written waiver of notice before, during or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Section 8. Quorum; Required Vote; Presumption of Assent. A majority of the number of directors fixed by, or in the manner provided in, the Articles of Incorporation and these Bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled except that in no event may a quorum consist of fewer than one-third of the number of directors so fixed. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors. A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken shall be presumed to have assented to the action taken, unless he objects at the beginning of the meeting, or promptly upon his arrival, to holding the meeting or transacting specific business at the meeting, or he votes against or abstains from the action taken. -6-

Section 9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 9 shall have the effect of a meeting vote and may be described as such in any document. Section 10. Conference Telephone or Similar Communications Equipment Meetings. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened. Section 11. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where the action of the full Board of Directors is required by statute. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this Article Three, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Vacancies in the membership of a committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. Each committee shall keep minutes and other appropriate records of its proceedings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. Section 12. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Directors may receive such other compensation as may be approved by the Board of Directors. Section 13. Chairman of the Board. The Board of Directors may, in its discretion, choose a Chairman of the Board who shall preside at meetings of the shareholders and of the directors. The Chairman of the Board shall have such other powers and shall perform such other duties as shall be designated by the Board of Directors. The Chairman of the Board shall be a member of the Board of Directors but no other officers of the Corporation need be a director. -7-

The Chairman of the Board shall serve until his successor is chosen and qualified, but he may be removed at any time by the affirmative vote of a majority of the Board of Directors. ARTICLE Four. OFFICERS Section 1. Positions. The officers of the Corporation shall consist of a Chief Executive Officer, a President, one or more Vice Presidents (any one or more of whom may be given the additional designation of Executive Vice President or Senior Vice President), a Secretary, a Chief Financial Officer, a Treasurer, and, if elected by the Board of Directors by resolution, a Chairman of the Board. Any two or more offices may be held by the same person. Section 2. Election of Specified Officers by Board. The Board of Directors at its first meeting after each annual meeting of shareholders shall elect a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer and a Treasurer. Section 3. Election or Appointment of Other Officers. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors, or, unless otherwise specified herein, appointed by the President of the Corporation. The Board of Directors shall be advised of appointments by the President at or before the next scheduled Board of Directors meeting. Section 4. Compensation. The salaries, bonuses and other compensation of all officers of the Corporation to be elected by the Board of Directors pursuant to Article Four, Section 2 hereof shall be fixed from time to time by the Board of Directors or pursuant to its discretion. The salaries of all other elected or appointed officers of the Corporation shall be fixed from time to time by the President of the Corporation or pursuant to his direction. Section 5. Term; Resignation. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors or the President of the Corporation may be removed only with cause by the Board of Directors. Any officers or agents appointed by the President of the Corporation pursuant to Section 3 of this Article Four may also be removed from such officer positions by the President only with cause. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors, or, in the case of an officer appointed by the President of the Corporation, by the President or the Board of Directors. Any officer of the Corporation may resign from his respective office or position by delivering notice to the Corporation. Such resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. Section 6. Chairman of the Board. The Chairman of the Board shall see that all resolutions and orders of the Board of Directors are presented to the Chief Executive Officer for implementation and shall have such other duties for the benefit of the Corporation as the Board -8-

of Directors may direct. The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors. Section 7. President. The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of the Chairman of the Board or in the event the Board of Directors shall not have designated a Chairman of the Board, the President shall preside at meetings of the shareholders and the Board of Directors. Section 8. Vice Presidents. The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Board of Directors shall prescribe or as the President may from time to time delegate. Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it. Section 10. Chief Financial Officer. The Chief Financial Officer shall be responsible for maintaining the financial integrity of the Corporation, shall prepare the financial plans for the Corporation and shall monitor the financial performance of the Corporation and its subsidiaries, as well as performing such other duties as may be prescribed by the Board of Directors, the Chairman of the Board or the President. Section 11. Treasurer. The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation unless otherwise specified by the Board of Directors, the Treasurer shall be the Corporation's Chief Financial Officer. Section 12. Other Officers; Employees and Agents. Each and every other officer, employee and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him by the Board of Directors, the officer so appointing him and such officer or officers who may from time to time be designated by the Board of Directors to exercise such supervisory authority. -9-

Section 13. Chief Executive Officer. The Chief Executive Officer shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. ARTICLE Five. CERTIFICATES FOR SHARES Section 1. Issue of Certificates. The Corporation shall deliver certificates representing all shares to which shareholders are entitled; and such certificates shall be signed by the Chairman of the Board, President or a Vice President, and by the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. Section 2. Legends for Preferences and Restrictions on Transfer. The designations, relative rights, preferences and limitations applicable to each class of shares and the variations in rights, preferences and limitations determined for each series within a class (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of this information on request and without charge. Every certificate representing shares that are restricted as to the sale, disposition, or transfer of such shares shall also indicate that such shares are restricted as to transfer and there shall be set forth or fairly summarized upon the certificate, or the certificate shall indicate that the Corporation will furnish to any shareholder upon request and without charge, a full statement of such restrictions. If the Corporation issues any shares that are not registered under the Securities Act of 1933, as amended, or registered or qualified under applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED." Section 3. Facsimile Signatures. The signatures of the Chairman of the Board, the President or a Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles, if the certificate is manually signed by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of the issuance. -10-

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. Section 5. Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 6. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Florida. Section 7. Redemption of Control Shares. As provided by the Florida Business Corporation Act, if a person acquiring control shares of the Corporation does not file an acquiring person statement with the Corporation, the Corporation may, at the discretion of the Board of Directors, redeem the control shares at the fair value thereof at any time during the 60-day period after the last acquisition of such control shares. If a person acquiring control shares of the Corporation files an acquiring person statement with the Corporation, the control shares may be redeemed by the Corporation, at the discretion of the Board of Directors, only if such shares are not accorded full voting rights by the shareholders as provided by law. ARTICLE Six. GENERAL PROVISIONS Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of the Articles of Incorporation. Section 2. Reserves. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner. -11-

Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 4. Fiscal Year. The fiscal year of the Corporation shall end on January 31st of each year, unless otherwise fixed by resolution of the Board of Directors. Section 5. Seal. The corporate seal shall have inscribed thereon the name and state of incorporation of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. Section 6. Gender. All words used in these Bylaws in the masculine gender shall extend to and shall include the feminine and neuter genders. ARTICLE Seven. AMENDMENT OF BYLAWS Unless otherwise provided by law, these Bylaws may be altered, amended or repealed in whole or in part, or new Bylaws may be adopted, by action of the Board of Directors. -12-

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November 1, 2000 (the "Effective Date"), by and between Streicher Mobile Fueling, Inc., a Florida corporation (the "Company"), and Stanley H. Streicher (the "Employee"). Recitals The Company desires to obtain the personal services of the Employee as Chairman of the Board of the Company, and the Employee is willing to make his services available to the Company, on the terms and conditions hereinafter set forth; Agreement NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company, on the terms and conditions set forth herein, for the period commencing on the Effective Date and continuing through October 31, 2003, unless sooner terminated in accordance with the terms and conditions hereof (the "Term"). The Term may be renewed only by mutual written agreement of the Employee and the Company. 1.2 Duties of Employee. The Employee shall serve as the Chairman of the Board of the Company and shall have such powers and duties as may from time to time be delegated to him by the Company's Board of Directors (the "Board"), provided that such duties are consistent with his position. Initially, such powers and duties shall consist of the following: (i) presiding over meetings of the Board and the Company's shareholders; (ii) assisting the Company's management in its efforts to expand its alternative fuels business and enhance its technology; and (iii) supporting the Company's management, upon request, with its customer acquisition and development efforts. The Employee shall report to the Board. The Employee shall devote such working time and attention to the business and affairs of the Company (excluding any vacation and sick leave to which the Employee is entitled) as required by the Employee's duties, rendering such services to the best of his ability, and using his best efforts to promote the interests of the Company. So long as such activities do not interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement, it shall not be a violation of this Agreement for the Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements or (iii) manage personal investments. 1.3 Place of Performance. In connection with his employment by the Company, the Employee shall be based at a mutually agreed location, except for travel necessary in connection with the Company's business.

2. Compensation. 2.1 Base Salary. Commencing on the Effective Date of this Agreement, the Employee shall receive a base salary at the annual rate of Three Hundred Thousand Dollars ($300,000)(the "Base Salary") during the Term, payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. 2.2 Incentive Compensation. The Employee shall be entitled to receive only such bonus payments or incentive compensation as may be determined from time to time by the Board in its sole discretion. The Employee waives any right he may now have or hereafter acquire to participate in any bonus or incentive compensation plan which may presently be in effect or which may hereafter be adopted by the Company for the benefit of its senior management. 2.3 Stock Options. (a) Pursuant to that certain Stock Option Agreement dated effective December 11, 1996, the Employee has been granted non-qualified stock options to purchase 1,000,000 shares of the Company's common stock, 980,000 of which remain unexercised (the "Options"). The Employee hereby agrees that, if requested to do so by a duly adopted resolution of the Board, he will forfeit to the Company, without additional consideration, all Options that have not previously been exercised by the Employee at the time of such request (or such lesser amount of the Options requested by the Board). Effective upon notice to the Employee of the adoption of any such resolution by the Board, any forfeited Options shall be deemed to be null and void and of no further force and effect. (b) The Employee hereby waives any right he may now have or hereafter acquire to participate in and/or be granted stock options under the Streicher Mobile Fueling, Inc. Stock Option Plan or any other stock option plans hereafter adopted by the Company. 3. Expense Reimbursement and Other Benefits. 3.1 Expense Reimbursement. During the Term, the Company, in accordance with expense reimbursement policies and procedures in effect for the Company's employees from time to time, shall reimburse the Employee for all documented reasonable expenses actually paid or incurred by the Employee in the course of and pursuant to the business of the Company. 3.2 Other Benefits. Except as provided in Sections 2.1, 2.2 or 2.3, during the Term: the Employee shall (subject to eligibility) (i) receive such benefits and perquisites as are being provided by the Company to the Employee as of the Effective Date, and (ii) be eligible to participate in any group life, medical, health, dental, disability or accident insurance, pension plan, 401(k) savings and investment plan or other such benefit plan or policy, if any, which may hereafter be adopted by the Company for the benefit of its employees generally, in each case subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. -2-

3.3 Vacation. During the Term, the Employee shall be entitled to paid vacation in accordance with the policies, programs and practices of the Company generally applicable to its senior management; provided, however, that Employee shall be entitled to not less that three weeks of paid vacation per contract year during the Term. 4. Termination. 4.1 Termination for Cause. Notwithstanding anything contained to the contrary in this Agreement, this Agreement and the Employee's employment hereunder may be terminated by the Company for Cause. As used in this Agreement, "Cause" shall mean (i) subject to the following sentences, any action or omission of the Employee which constitutes (A) a breach of any of the provisions of Section 6 of this Agreement, (B) a breach by the Employee of his fiduciary duties and obligations to the Company, or (C) the Employee's failure or refusal to follow any lawful directive of the Board, in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from the Company to the Employee, or (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by the Employee in connection with the performance of his duties under this Agreement, or a conviction of the Employee of a felony (other than a traffic violation) or, if it shall damage or bring into disrepute the business, reputation or goodwill of the Company or impair the Employee's ability to perform his duties with the Company, any crime involving moral turpitude. The Employee shall be given a written notice of termination for Cause specifying the details thereof. Upon any termination pursuant to this Section 4.1, the Employee shall only be entitled to his Base Salary through the date of termination, reimbursement for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and any other compensation and benefits provided in accordance with Section 3.2 hereof. Upon making such payments, the Company shall have no further liability hereunder. 4.2 Disability. Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Employee, shall at all times have the right to terminate this Agreement and the Employee's employment hereunder if the Employee shall, as the result of mental or physical incapacity, illness or disability, fail or be unable to perform his duties and responsibilities provided for herein in all material respects for a period of more than sixty (60) days in any 12-month period. Upon any termination pursuant to this Section 4.2, (i) within thirty (30) days after the date of termination, the Company shall pay the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the Employee for periods subsequent to the date of termination the Company shall pay to the Employee the Severance Payments specified in Section 5.1. Upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 hereof and under the terms thereof. -3-

4.3 Death. In the event of the death of the Employee during the term of his employment hereunder, this Agreement shall terminate on the date of the Employee's death. Upon any termination pursuant to this Section 4.3, (i) within thirty (30) days after the date of termination, the Company shall pay to the estate of the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and reimbursement for all expenses described in Section 3.1 of this Agreement and incurred by Employee prior to his death, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the estate of the Employee for periods subsequent to the date of termination the Company shall pay to the estate of the Employee the Severance Payments specified in Section 5.1. Upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee's spouse, beneficiaries or estate, as the case may be, shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 hereof and under the terms thereof. 4.4 Termination Without Cause. At any time the Company, by a duly adopted resolution of the Board, shall have the right to terminate this Agreement and the Employee's employment hereunder by written notice to the Employee. Upon any termination pursuant to this Section 4.4, (i) within thirty (30) days after the date of termination, the Company shall pay the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the Employee for periods subsequent to the date of termination the Company shall pay to the Employee the Severance Payments specified in Section 5.1. The amount of any payment (including Severance Payments) provided for in this Section 4.4 will not be reduced by any compensation the Employee earns as the result of employment by another employer or business during the period the Company is obligated to make payments hereunder. Upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 and under the terms thereof. 4.5 Voluntary Resignation. The Employee may, upon not less than thirty (30) days' written notice to the Company, resign and terminate his employment hereunder. In the event the Employee resigns as an employee of the Company, he shall be entitled to receive only such payment(s) as he would have received had he been terminated pursuant to Section 4.1 hereof. The Employee shall give the Company not less than thirty (30) days prior written notice of his intention to resign. 5. Severance Payments. 5.1 Amount of Benefit. Upon any termination of this Agreement pursuant to Section 4.2, 4.3 , 4.4 or 4.5, the Company shall continue to pay the Employee (or shall pay his estate, in the event of his death), installments equal to the amounts of his Base Salary (at the rate in effect at the date of termination) that would have been paid to the Employee had this Agreement and his employment hereunder not been terminated (i) if this Agreement is terminated pursuant to -4-

Section 4.2 or 4.3, until the end of the Term, (ii) if this Agreement is terminated pursuant to Section 4.4, until the later of (A) eighteen months following the date of termination, and (B) October 31, 2002, or (iii) if this Agreement is terminated pursuant to Section 4.5, until October 31, 2002 (the "Severance Payments"). If during the Noncompete Period (as defined in Section 6.3) the Employee engages in conduct or activities that constitute a breach of the provisions of Section 6.1, 6.2 or 6.3, then the Company's obligation to pay the Employee (or his estate) any further Severance Payments shall cease and the Company shall have no further liability for Severance Payments hereunder; provided, that the Company shall provide the Employee not less than thirty (30) days prior written notice of its intention to discontinue Severance Payments; provided, further, that if the Employee in good faith disputes whether he has breached the provisions of Section 6.1, 6.2 or 6.3 and so notifies the Company in writing within ten (10) days of receiving such notice, then the Company shall continue to make the Severance Payments until such time as the dispute is resolved but may, at its option, make such payments to an escrow account established for such purpose (or if litigation has commenced with regard to such dispute, to deposit such payments with the clerk of the court having jurisdiction of the dispute). 5.2 Lump Sum Payment. At the Company's option, the Severance Payments (or any remaining installments thereof) may be discharged in full by delivering to the Employee (or the estate of the Employee) a lump sum payment by bank or cashiers cashier's check in an amount equal to the present value of the flow of cash payments (or remaining installments thereof) that would otherwise be paid to the Employee pursuant to Section 5.1. Such present value shall be determined as of the date of delivery of the lump sum payment by the Company and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the third business day prior to the delivery of the lump sum payment. 6. Restrictive Covenants. 6.1 Nondisclosure. (a) The Employee agrees that he shall not divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Employee with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company's financial condition, prospects, technology, customers and marketing and promotion of the Company's services) shall be deemed a valuable, special and unique asset of the Company that is received by the Employee in confidence and as a fiduciary, and the Employee shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, "Confidential Information" means information disclosed to the Employee or known by the Employee as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by the Employee), and not generally known or available, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee from disclosing Confidential Information to the extent required by law. -5-

(b) The Employee agrees to (i) return to the Company upon request, and in any event, at the time of termination of employment for whatever reason, all documents, equipment, notes, records, computer disks and tapes and other tangible items in his possession or under his control which belong to the Company or any of its affiliates or which contain or refer to any Confidential Information relating to the Company or any of its affiliates and (ii) if so requested by the Company, delete all Confidential Information relating to the Company or any of its affiliates from any computer disks, tapes or other re-usable material in his possession or under his control which contain or refer to any Confidential Information relating to the Company or any of its affiliates. 6.2 Nonsolicitation of Employees. While employed by the Company and for a period of two (2) years thereafter, Employee shall not directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period of more than twelve (12) months. 6.3 Noncompetition. (a) Between the Effective Date and the later of (i) October 31, 2002 and (ii) the termination of this Agreement (the "Noncompete Period"), unless otherwise waived in writing by the Company (such waiver to be in the Company's sole and absolute discretion), the Employee shall not, directly or indirectly, engage in, operate, manage, have any investment or interest or otherwise participate in any manner (whether as employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) in any sole proprietorship, partnership, corporation or business or any other person or entity (each, a "Competitor") that engages, directly or indirectly, in a Competing Business; provided, that (A) the Employee may continue to hold securities of the Company and/or acquire, solely as an investment, shares of capital stock or other equity securities of any Competitor which are publicly traded, so long as the Employee does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of equity securities of such Competitor; and (B) the Employee may be employed by or consult with a Competitor whose primary business is not a Competing Business, so long as the Employee does not provide any services to such Competitor with respect to its Competing Business. For purposes of this Agreement, the term "Competing Business" means mobile fleet fueling. (b) Notwithstanding anything in Section 6.3(a) to the contrary, if this Agreement is terminated by the Company pursuant to Section 4.4, the provisions of Section 6.3(a) shall remain in effect so long as Severance Payments are being made by the Company pursuant to Sections 4.4 and 5.1; provided, that if the Company pays to the Employee the Severance Payments in a lump sum pursuant to Section 5.2, the provisions of Section 6.3(a) shall remain in effect for the entire period during which Severance Payments would have otherwise been made; and provided further, that if after the end of the Noncompete Period the Employee engages in conduct or activities that, but for the expiration of the Noncompete Period, would constitute a breach of the provisions of Section 6.3(a), then the Company's obligation to pay the Employee (or his estate) any further Severance Payments shall cease and the Company shall have no further liability for Severance Payments hereunder -6-

6.4 Injunction. It is recognized and hereby acknowledged by the parties hereto that a breach by the Employee of any of the covenants contained in Section 6.1, 6.2 or 6.3 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As a result, the Employee recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Section 5 of this Agreement by the Employee or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company may possess. 7. Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement and this Agreement contains the entire agreement, and supersedes any other agreement or understanding, between the Company and the Employee relating to the Employee's employment and any compensation or benefits in respect thereof (including, without limitation, that certain Employment Agreement dated December 11, 1996). 8. Notices: All notices and other communications required or permitted under this Agreement shall be in writing and will be either hand delivered in person, sent by facsimile, sent by certified or registered first class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or sent by facsimile, five (5) days after mailing if sent by mail, and one (l) day after dispatch if sent by express courier, to the following addresses, or such other addresses as any party may notify the other parties in accordance with this Section:
If to the Company: 2720 NW 55th Court Fort Lauderdale, Florida 33309 Attention: Board of Directors Facsimile: (954) 739-3842 943 Pepperidge Terrace Boca Raton, Florida 33486 Facsimile: 561-417-4474

If to the Employee:

9. Successors and Assigns. (a) This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the -7-

Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise. 10. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity. 11. Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. 12. Resolution of Disputes; Damages. (a) With the exception of proceedings for equitable relief brought pursuant to Section 6.4 of this Agreement or otherwise, any disputes arising under or in connection with this Agreement, including, without limitation, any assertion by any party hereto that the other party has breached any provision of this Agreement, shall be resolved by arbitration, to be held in Ft. Lauderdale, Florida, in accordance with the then current rules and procedures of the American Arbitration Association. All costs, fees and expenses, excluding attorney fees incurred by the Employee, of any arbitration in connection with this Agreement, which arbitration results in any final decision of the arbitrator(s) requiring the Company to make a payment to the Employee, shall be borne by, and be the obligation of, the Company. Conversely, should the arbitration result in a final decision of the arbitrator(s) in favor of the Company and not require the Company to make payment to the Employee, then the Employee, in addition to all other costs, fees and expenses, including attorney fees incurred by the Employee in connection with such arbitration proceedings, shall also be required to reimburse the Company for all costs, fees and expenses, excluding attorney fees incurred by the Company in such proceedings. The obligation of the Company and the Employee under this Section 12 shall survive the termination for any reason of the Term (whether such termination is by the Company, by the Employee or upon the expiration of the Term). Pending the outcome or resolution of any arbitration commenced or brought in good faith by the Employee, the Company shall continue payment and provision of the Base Salary and other compensation and the benefits provided for Employee in this Agreement. (b) Nothing contained herein shall be construed to prevent the Company or the Employee from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement, except that the payment required to be made by the Company to the Employee pursuant to Section 4.4 shall be the Employee's exclusive remedy for any termination of this Agreement pursuant to such section. -8-

13. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, his heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principals of conflict of laws. 15. Counterparts. This Agreement may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first above written. COMPANY: STREICHER MOBILE FUELING, INC.
By: /s/ Richard E. Gathright -----------------------------------------Richard E. Gathright President and Chief Executive Officer

EMPLOYEE:
/s/ Stanley H. Streicher --------------------------------------------Stanley H. Streicher

-9-

EXHIBIT 10.5 THIS PROMISSORY NOTE IS BEING EXECUTED AND DELIVERED OUTSIDE OF THE STATE OF FLORIDA. ACCORDINGLY, THIS PROMISSORY NOTE IS EXEMPT FROM DOCUMENTARY STAMP TAX PURSUANT TO THE FLORIDA ADMINISTRATIVE CODE. AMENDED AND RESTATED MASTER REVOLVING PROMISSORY NOTE $10,000,000.00 EXECUTED AT _______________, GEORGIA DATED EFFECTIVE AS OF APRIL 30, 2001 The undersigned, STREICHER MOBILE FUELING, INC., a Florida corporation ("Streicher Mobile"), STREICHER REALTY, INC., a Florida corporation, and STREICHER WEST, INC., a California corporation (hereinafter collectively called "Maker"), jointly and severally promise to pay to the order of BANKATLANTIC, a Federal Savings Bank (hereinafter, together with any holder hereof, called "Payee" or "Holder"), at its office at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304, or at such other place as Payee may from time to time designate, the principal sum of Ten Million and 00/100 Dollars ($10,000,000.00), together with interest thereon from the date hereof at the interest rate set forth below, which sums are to be repaid as follows: The proceeds of this Note shall be used for the purpose of supporting working capital requirements of the Maker, as more fully set forth in that certain Amended and Restated Loan Agreement executed by Maker and Payee, dated as of May 25, 1999, as amended by First Amendment to Amended and Restated Loan Agreement, dated as of December 22, 1999, as further amended by Second Amendment to Amended and Restated Loan Agreement dated effective as of even date herewith, as the same may be amended, restated or supplemented from time to time (collectively, the "Loan Agreement"), the terms and provisions of which are incorporated by reference herein. Advances effectuated hereunder (each advance under this Note hereinafter referred to as an "Advance") shall be made in accordance with and subject to the terms and provisions of the Loan Agreement. Each Advance hereunder shall bear interest at a variable interest rate of two percent (2%) above the "Prime Rate" (as defined herein) in effect on the date of the Advance, to be adjusted daily with any change in said Prime Rate to an interest rate of two percent (2%) above the Prime Rate then in effect. Payments of interest only on the outstanding principal balance shall be due and payable on a monthly basis, with the first payment due and owing on the 1st day of May, 2001, with like payments of interest only due and payable on the 1st day of each month thereafter through and until the Maturity Date (as defined and set forth below). Interest charged under this Note shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. All payments hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and shall be applied first to interest and lawful charges then accrued and then to principal. All accrued and unpaid interest, together with the entire PLEASE INITIAL ________

principal balance and all other applicable charges hereunder, shall be due and payable in full on April 30, 2002 (the "Maturity Date"). NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT STREICHER MOBILE DOES NOT RECEIVE ADDITIONAL SUBORDINATED CONVERTIBLE DEBT OF NOT LESS THAN TWO HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($275,000.00) BY NO LATER THAN MAY 31, 2001, AS EVIDENCED BY A SUBORDINATED CONVERTIBLE NOTE (OR OTHER DEBT INSTRUMENT) IN FORM AND CONTENT SATISFACTORY TO LENDER, IN ITS SOLE DISCRETION, THE SAME SHALL BE AND CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN EVIDENCED BY THIS NOTE, PAYEE'S OBLIGATION TO EFFECTUATE FURTHER ADVANCES UNDER THIS NOTE SHALL IMMEDIATELY TERMINATE AND THE OUTSTANDING PRINCIPAL AND ALL ACCRUED AND UNPAID INTEREST AND CHARGES ON THIS NOTE SHALL BE DUE AND PAYABLE IN FULL ON MAY 31, 2001. The interest rate charged hereunder shall change on the date that Payee changes its announced Prime Rate, to the aforesaid two percent (2%) above the Prime Rate established on such date, and, shall be the effective rate until the next date that the Prime Rate announced by Payee is changed. "Prime Rate" shall mean that certain rate of interest announced from time to time by Payee as its Prime Rate, which rate is purely discretionary and is not necessarily the best or lowest rate charged to borrowing customers of Payee. Payee shall not be required to notify Maker of any changes in the Prime Rate, which shall be reflected solely by the billing thereof to Maker. Regardless of the above, said interest rate shall never exceed the maximum rate permitted by applicable law. In order to compensate Payee for loss and expense occasioned by handling delinquent payments, which include, but are not limited to, the cost of processing and collecting delinquencies, Maker shall pay to Payee, in addition to any interest or other sums payable under this Note, a service charge equal to five percent (5%) of the amount of any payment not received by Payee within five (5) days of the due date thereof. This Note may be prepaid in whole or in part at any time without premium or penalty. From and after the date upon which any payment of principal or interest hereunder becomes due and payable (whether by acceleration or otherwise) if the same is not timely paid, or upon the occurrence of any other default under this Note or any default under any of the Loan Documents, interest shall be payable on all sums outstanding hereunder at the maximum rate permitted by applicable law (the "Default Rate"), and shall be due and payable ON DEMAND. Any judgment obtained by Payee against Maker as to any amounts due under this Note shall also bear interest at the Default Rate. This Note is secured by certain security documents encumbering the property described therein, including, without limitation, the following: PLEASE INITIAL ________ -2-

A. Security Agreements, as amended and reaffirmed. B. UCC-1 Financing Statements. C. The Loan Agreement. D. Amended and Restated Security, Cash Collateral Account and Lockbox Agreement. E. Deed of Trust, Assignment of Leases and Rents and Security Agreement. F. Associated affidavits, disclosures and miscellaneous loan documentation. This Note, the Loan Agreement, all documents listed above, and any other documents previously, now or hereafter executed in connection with this Note, as the same may be amended, extended, renewed or restated from time to time, are hereinafter collectively referred to as the "Loan Documents". In the event of the continuation of any default in the payment of any interest or principal under this Note for a period of ten (10) days after such payment becomes due, or upon the occurrence of any other event of default under the terms and provisions of this Note, the Loan Agreement, or any of the Loan Documents, or any other documents delivered to Payee in connection with this Note, or any other obligation of Maker to Payee, then Payee may declare the entire unpaid principal amount outstanding hereunder, together with interest accrued thereon and any other lawful charges accrued hereunder, immediately due and payable. Maker and any endorsers, sureties, guarantors, and all others who are, or at some future date may become, liable for the payments required hereunder grant a continuing first lien security interest in and to, and authorize Payee, in its sole discretion at any time after an event of default hereunder, in such order as Payee may elect, to apply to the payment of obligations due and owing hereunder, or to the payment of any and all indebtedness, liabilities and obligations of such parties to Payee, whether now existing or hereafter created, any and all monies, general or specific deposits, or collateral of whatsoever nature of any of the above noted parties, now or hereafter in the possession of Payee. All property described in this paragraph above, along with all property secured by the Loan Documents, including all proceeds thereof and rights in connection therewith, together with additions and substitutions, are hereinafter collectively referred to as the "Collateral". Additions to, releases, reductions, or exchanges of or substitutions for the Collateral, payments on account of this Note, or increases of the same, or other loans made partially or wholly upon the Collateral, may from time to time be made without affecting the provisions of this Note or the liabilities of any party hereto. If any of the Collateral is personal property, Payee shall exercise reasonable care in the custody and preservation of the Collateral in its possession, and shall be deemed to have exercised reasonable care if it takes such action for that purpose as Maker shall reasonably request in writing, but no omission to comply with any request of Maker shall of itself be deemed a failure to exercise reasonable care. Payee shall not be bound to take any steps necessary to preserve any rights in the Collateral against prior parties, and Maker shall take all necessary steps for such purposes. Payee or its nominee need not collect interest on or principal of any Collateral or give any notice with respect thereto. PLEASE INITIAL ________ -3-

In the event the Payee hereof has reason to deem itself insecure or upon the happening of any of the following events, each of which shall constitute a default hereunder, all sums due hereunder shall thereupon or thereafter, at Payee's option, without notice or demand, become immediately due and payable: (a) failure of any Obligor (which term shall mean and include each Maker, Endorser, Surety, Guarantor or other party liable for payment of or pledging collateral or security under this Note) to pay any sum due hereunder within ten (10) days of its due date or due by any Obligor to Payee under any other Promissory Note or under any security instrument or written obligation of any kind now existing or hereafter created subject to any cure period(s) set forth therein, if any; (b) occurrence of default under any of the Loan Documents or any other loan agreement or security instrument now or hereafter in effect which by its terms covers this Note or the indebtedness evidenced hereby subject to any cure period(s) set forth therein, if any; (c) death of any Obligor; (d) filing of any petition under the Bankruptcy Code or any similar federal or state statute by or against any Obligor or the insolvency of any Obligor; (e) making of a General Assignment by any Obligor for the benefit of creditors, appointment of or taking possession by a receiver, trustee or custodian or similar official for any Obligor or for any assets of any such Obligor or institution by or against any Obligor of any kind of insolvency proceedings or any proceeding for dissolution or liquidation of any Obligor; (f) entry of a judgment against any Obligor in excess of $50,000.00 or which is not satisfied or transferred to bond within thirty (30) days of entry; (g) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to the Payee by or on behalf of any Obligor pursuant to or in connection with this Note, the Loan Documents or any loan agreement or Security Agreements now or hereafter in effect, which by its terms covers this Note for the indebtedness evidenced hereby or otherwise including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in any facts disclosed by any certificate, statement, representation, warranty or audit furnished to Payee; (h) issuance of any writ of attachment or writ of garnishment or filing of any lien against any collateral securing payment of this Note or the property of any Obligor, which attachment or writ is not satisfied or otherwise removed within thirty (30) days of issuance, and in the case of a lien, which lien is not satisfied or transferred to bond within thirty (30) days of filing of the same; (i) taking of possession of any material collateral securing payment of this Note or of any substantial part of the property of any Obligor at the instance of any governmental authority; (j) dissolution, merger, consolidation, or reorganization of any Obligor; (k) assignment or sale by any Obligor of any equity in any collateral securing payment of this Note without the prior written consent of Payee, excepting for sales of trucks, including all equipment located thereon and attached thereto, provided that such trucks are not encumbered by a first priority lien in favor of the Payee, and constitute sales occurring in the normal and ordinary course of business of said Obligor; or (l) cancellation of any guaranty with respect hereto without the prior written consent of the Payee hereof. Payee shall have all of the rights and remedies of a creditor, mortgagee and secured party under all applicable law. Without limiting the generality of the foregoing, upon the occurrence of any uncured event of default hereunder or in the event Payee, at any time, deems itself insecure, Payee may, at its option, and without notice or demand (i) declare the entire unpaid principal and accrued interest accelerated and due and payable at once, together with any and all other liabilities of Maker or any of such liabilities selected by Payee; and (ii) set-off against this Note all monies owed by Payee in any capacity to Maker, whether or not due, and also set-off against all other PLEASE INITIAL ________ -4-

liabilities of Maker to Payee all monies owed by Payee in any capacity to Maker, and Payee shall be deemed to have exercised such right of set-off, and to have made a charge against any such money immediately upon the occurrence of such default, although made or entered on the books subsequent thereto. To the extent that any of the Collateral is personal property and Payee elects to proceed with respect to it in accordance with the Uniform Commercial Code then, unless that collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Payee will give Maker reasonable notice of the time and place of any public or private sale thereof. The requirement of reasonable notice shall be met if such notice is, at the option of Payee, hand delivered, sent via expedited courier, or mailed, postage pre-paid to Maker, at the address given to Payee by Maker, or at any other address shown on the records of Payee at least five (5) days before the time of sale. Upon disposition of any Collateral after the occurrence of any default hereunder, Maker shall be and shall remain liable for any deficiency; and Payee shall account to Maker for any surplus, but Payee shall have the right to apply all or part of such surplus (or to hold the same as reserve) against any and all other liabilities of Maker to Payee. Payee may, at any time, whether or not this Note is due: (i) pledge or transfer this Note and its interest in the Collateral, and the pledgee or the transferee shall, for all purposes, stand in the place of Payee and have all the rights of Payee set forth herein; (ii) transfer the whole or any part of the Collateral into the name of itself or its nominee; (iii) vote the Collateral; (iv) notify Maker to make payment to Payee of any amounts due or to become due thereon; (v) demand, sue for, collect, or make any compromise or settlement it deems desirable with reference to the Collateral; (vi) take possession or control of any proceeds of the Collateral; and (vii) exercise all other rights necessary or required, in Payee's discretion, in order to protect its interests hereunder. Items (ii) through (vi) shall be applicable only after the occurrence of a default under this Note or under any of the Loan Documents. In no event shall Payee be entitled to unearned or unaccrued interest or other charges or rebates, except as may be authorized by law, and should any interest or other charges paid by Maker or other parties liable for the payment of this Note result in the computation or earning of interest in excess of the maximum rate of interest that is legally permitted under applicable law, then any and all such excess shall be and the same is hereby waived by Payee, and any and all such excess shall be automatically credited against and reduce the balance due under this indebtedness, and the portion of said excess which exceeds the balance due under this indebtedness, shall be paid by Payee to Maker and parties liable for the payment of this Note. Payee may, in determining the maximum rate permitted under applicable law in effect from time to time, take advantage of (i) the maximum rate of interest permitted under Florida law or federal law, whichever is higher, including any laws regarding parity among lenders; and (ii) any other law, rule or regulation in effect from time to time available to Payee, which exempts Payee from any limit upon the rate of interest it may charge, or grants to Payee the right to charge a higher rate of interest than that permitted by Chapter 687, Florida Statutes. The provisions of this Note and the Loan Documents shall be construed according to the internal laws (and not the laws of conflicts) of the State of Florida; except as set forth above, if Federal law would allow the payment of interest hereunder at a higher maximum rate than would be PLEASE INITIAL ________ -5-

applicable under Florida law, in which case such Federal law shall apply to the determination of the highest applicable lawful rate of interest hereunder. No delay or omission on the part of Payee in exercising any right hereunder shall operate as a waiver of such right or of any other rights under this Note. Presentment, demand, protest, notice of dishonor and all other notices are hereby waived by Maker. Maker promises and agrees to pay all costs of collection and attorneys' fees, which shall include reasonable attorneys' fees in connection with any suit, out of court, in trial, on appeal, in bankruptcy proceedings or otherwise, incurred or paid by Payee in enforcing this Note or preserving any right or interest of Payee set forth herein. Any notice to Maker shall be sufficiently served for all purposes if placed in the mail, postage prepaid, addressed to, or left upon the premises at the address of Maker as provided to Payee. This Note is not assumable without Payee's prior written consent, which consent may be granted by Payee or denied by Payee, in Payee's sole and absolute discretion. Maker agrees that Broward County, Florida shall be the proper venue for any and all legal proceedings arising out of this Note or any of the Loan Documents. THIS PROMISSORY NOTE AMENDS, RESTATES, AND REPLACES THAT CERTAIN AMENDED AND RESTATED MASTER REVOLVING PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF TEN MILLION AND 00/100 DOLLARS ($10,000,000.00) EXECUTED BY MAKER IN FAVOR OF PAYEE DATED AS OF DECEMBER 22, 1999 (THE "ORIGINAL NOTE"). THIS PROMISSORY NOTE DOES NOT CONSTITUTE AN EXTINGUISHMENT OR A NOVATION OF THE DEBT EVIDENCED BY THE ORIGINAL NOTE, BUT MERELY CONSTITUTES AN AMENDMENT AND RESTATEMENT OF THE SAME, SUCH THAT THE LIENS OF ANY EXISTING LOAN DOCUMENTS SECURING THE ORIGINAL NOTE ARE NOT AFFECTED OR IMPAIRED BY THE EXECUTION OF THIS AMENDED AND RESTATED MASTER REVOLVING PROMISSORY NOTE. THE ORIGINAL NOTE IS ATTACHED TO THIS PROMISSORY NOTE. THIS NOTE IS CROSS-DEFAULTED AND CROSS-COLLATERALIZED WITH THAT CERTAIN ONE HUNDRED THOUSAND AND 00/100 DOLLAR ($100,000.00) TERM LOAN EVIDENCED BY THAT CERTAIN PROMISSORY NOTE DATED AS OF APRIL 19, 2001, EXECUTED BY MAKER IN FAVOR OF PAYEE (THE "TERM NOTE"), SUCH THAT A DEFAULT UNDER THIS NOTE SHALL BE AND CONSTITUTE A DEFAULT UNDER THE TERM NOTE AND A DEFAULT UNDER THE TERM NOTE SHALL BE AND CONSTITUTE A DEFAULT UNDER THIS NOTE. WAIVER OF TRIAL BY JURY. MAKER AND PAYEE HEREBY MUTUALLY, KNOWINGLY, WILLINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS NOTE OR THE LOAN DOCUMENTS, OR ANY PLEASE INITIAL ________ -6-

INSTRUMENT EVIDENCING, SECURING, OR RELATING TO THE INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS EVIDENCED HEREBY OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN OR TO THIS NOTE. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. PAYEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO MAKER OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. STREICHER MOBILE FUELING, INC., a Florida corporation
By: /s/ WALTER B. BARRETT ---------------------------------------------WALTER B. BARRETT, Vice President of Finance

(Corporate Seal) STREICHER REALTY, INC., a Florida corporation
By: /s/ WALTER B. BARRETT ---------------------------------------------WALTER B. BARRETT, Vice President of Finance

(Corporate Seal) STREICHER WEST, INC., a California corporation
By: /s/ WALTER B. BARRETT ---------------------------------------------WALTER B. BARRETT, Vice President of Finance

(Corporate Seal) -7-

STATE OF GEORGIA COUNTY OF _________________ THE FOREGOING INSTRUMENT WAS EXECUTED BEFORE ME, the undersigned, a Notary Public in and for the State of Georgia, this ___ day of __________, 2001, by WALTER B. BARRETT, as Vice President of Finance of and on behalf of each of STREICHER MOBILE FUELING, INC., a Florida corporation, STREICHER REALTY, INC., a Florida corporation, and STREICHER WEST, INC., a California corporation, who |_| is personally known to me or |_| produced his driver's license as identification. Notary Public - State and County Aforesaid Print Name: _______________________________ My Commission Expires: ____________________ Commission Number: ________________________ (Signing as a notary public and not as a maker or endorser of this Note.) PLEASE INITIAL ________ -8-

STREICHER MOBILE FUELING, INC. 2000 STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to advance the interests of STREICHER MOBILE FUELING, INC., a Florida (the "Company"), and its Subsidiaries by providing an additional incentive to attract and retain qualified and competent persons who provide services to the Company and its Subsidiaries, and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent, through the encouragement of stock ownership in the Company by such persons. As of the Effective Date (as hereinafter defined), there shall be no additional options granted under the Stock Option Plan, effective October 1996, as amended. 2. Definitions. As used herein, the following terms shall have the meanings indicated: (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (c) "Committee" shall mean the committee appointed by the Board pursuant to Section 13(a) hereof, or, if such committee is not appointed, the Board. (d) "Common Stock" shall mean the Company's Common Stock, par value $0.01 per share. (e) "Company" shall mean Streicher Mobile Fueling, Inc., a Florida corporation. (f) "Director" shall mean a member of the Board. (g) "Effective Date" shall mean December 21, 2000. (h) "Fair Market Value" of a Share on any date of reference shall mean the "Closing Price" (as defined below) of the Common Stock on the business day immediately preceding the date of reference, unless the Committee or the Board in its sole discretion shall determine otherwise in a fair and uniform manner. For the purpose of determining Fair Market Value, the "Closing Price" of the Common Stock on any business day shall be (i) if the Common Stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, (ii) if the Common Stock is quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), or any similar system of

automated dissemination of quotations of securities prices in common use, the last reported sale price of Common Stock on such system or, if sales prices are not reported, the mean between the closing high bid and low asked quotations for such day of Common Stock on such system, as reported in any newspaper of general circulation or (iii) if neither clause (i) or (ii) is applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for Common Stock on at least five of the ten preceding days. If neither (i), (ii), or (iii) above is applicable, then Fair Market Value shall be determined by the Committee or the Board in a fair and uniform manner. (i) "Incentive Stock Option" shall mean an incentive stock option as defined in Section 422 of the Internal Revenue Code. (j) "Non-Qualified Stock Option" shall mean an Option that is not an Incentive Stock Option. (k) "Officer" shall mean the Company's Chairman of the Board, President, Chief Executive Officer, principal financial officer, principal accounting officer, any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policymaking function, or any other person who performs similar policy-making functions for the Company. Officers of Subsidiaries shall be deemed Officers of the Company if they perform such policy-making functions for the Company. As used in this paragraph, the phrase "policy-making function" does not include policy-making functions that are not significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R. ss. 229.401(b)) the Company identifies a person as an "executive officer," the person so identified shall be deemed an "Officer" even though such person may not otherwise be an "Officer" pursuant to the foregoing provisions of this paragraph. (l) "Option" (when capitalized) shall mean any option granted under this Plan. (m) "Option Agreement" means the agreement between the Company and the Optionee for the grant of an option. (n) "Optionee" shall mean a person to whom a stock option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person. (o) "Outside Director" shall mean a member of the Board who qualifies as an "outside director" under Section 162(m) of the Internal Revenue Code and the regulations thereunder and as a "Non-Employee Director" under Rule 16b-3 promulgated under the Securities Exchange Act. (p) "Plan" shall mean this 2000 Stock Option Plan for the Company. (q) "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. 2

(r) "Share" shall mean a share of Common Stock. (s) "Subsidiary" shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 3. Shares Available for Option Grants. (a) The Committee or the Board may grant to Optionees from time to time Options to purchase an aggregate of up to One Million (1,000,000) Shares from the Company's authorized and unissued Shares. If any Option granted under the Plan shall terminate, expire, or be canceled or surrendered as to any Shares, new Options may thereafter be granted covering such Shares. (b) The number of Shares available for issuance under the Plan shall automatically increase on the first trading day of each calendar year during the term of the Plan, beginning with the 2002 calendar year, by an amount equal to ten percent (10%) of the total Shares subject to the Plan as of the last trading day of the immediately preceding calendar year. No incentive Stock Options may be granted on the basis of the additional Shares resulting from such annual increases. 4. Incentive and Non-Qualified Options. (a) An Option granted hereunder shall be either an Incentive Stock Option or a Non-Qualified Stock Option as determined by the Committee or the Board at the time of grant of the Option and shall clearly state whether it is an Incentive Stock Option or a Non-Qualified Stock Option. All Incentive Stock Options shall be granted within 10 years from the effective date of this Plan. Incentive Stock Options may not be granted to any person who is not an employee of the Company or any Subsidiary. (b) Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate fair market value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Section 422(b) of the Code are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its parent and subsidiary corporations as defined in Section 424 of the Code), exceeds $100,000. 5. Conditions for Grant of Options. (a) Each Option shall be evidenced by an Option Agreement that may contain any term deemed necessary or desirable by the Committee or the Board, provided such terms are not inconsistent with this Plan or any applicable law. Optionees shall be (i) those persons selected by the Committee or the Board from the class of all regular employees of , or persons who provide consulting or other services as independent contractors to, the Company or its 3

Subsidiaries, including Directors and Officers who are regular employees, and (ii) Directors who are not employees of the Company or of any Subsidiaries. (b) In granting Options, the Committee or the Board shall take into consideration the contribution the person has made to the success of the Company or its Subsidiaries and such other factors as the Committee or the Board shall determine. The Committee or the Board shall also have the authority to consult with and receive recommendations from officers and other personnel of the Company and its Subsidiaries with regard to these matters. The Committee or the Board may from time to time in granting Options under the Plan prescribe such other terms and conditions concerning such Options as it deems appropriate, including, without limitation, (i) prescribing the date or dates on which the Option becomes exercisable, (ii) providing that the Option rights accrue or become exercisable in installments over a period of years, or upon the attainment of stated goals or both, or (iii) relating an Option to the continued employment of the Optionee for a specified period of time, provided that such terms and conditions are not more favorable to an Optionee than those expressly permitted herein. (c) The Options granted to employees under this Plan shall be in addition to regular salaries, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries. Neither the Plan nor any Option granted under the Plan shall confer upon any person any right to employment or continuance of employment by the Company or its Subsidiaries. (d) Notwithstanding any other provision of this Plan, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its parent or subsidiary corporation (as defined in Section 424 of the Code) at the date of grant) unless the option price of such Option is at least 110% of the Fair Market Value of the Shares subject to such Option on the date the Option is granted, and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. (e) Notwithstanding any other provision of this Plan, and in addition to any other requirements of this Plan, the aggregate number of Options granted to any one Optionee may not exceed 750,000, subject to adjustment as provided in Section 10 hereof. 6. Option Price. The option price per Share of any Option shall be any price determined by the Committee or the Board but shall not be less than the par value per Share; provided, however, that in no event shall the option price per Share of any Incentive Stock Option be less than the Fair Market Value of the Shares underlying such Option on the date such Option is granted. 7. Exercise of Options. An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, and (iii) arrangements that are satisfactory to the Committee or the Board in its sole 4

discretion have been made for the Optionee's payment to the Company of the amount that is necessary for the Company or Subsidiary employing the Optionee to withhold in accordance with applicable Federal or state tax withholding requirements. The consideration to be paid for the Shares to be issued upon exercise of an Option as well as the method of payment of the exercise price and of any withholding and employment taxes applicable thereto, shall be determined by the Committee or the Board and may in the discretion of the Committee or the Board consist of: (1) cash, (2) certified or official bank check, (3) money order, (4) Shares that have been held by the Optionee for at least six (6) months (or such other Shares as the Company determines will not cause the Company to recognize for financial accounting purposes a charge for compensation expense), (5) the withholding of Shares issuable upon exercise of the Option, (6) pursuant to a "cashless exercise" procedure, by delivery of a properly executed exercise notice together with such other documentation, and subject to such guidelines, as the Board or the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or a margin loan sufficient to pay the exercise price and any applicable income or employment taxes, or (7) in such other consideration as the Committee or the Board deems appropriate, or by a combination of the above. In the case of an Incentive Stock Option, the permissible methods of payment shall be specified at the time the Option is granted. The Committee or the Board in its sole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid, and/or the Optionee's tax withholding obligation is satisfied, in whole or in part with Shares, or through the withholding of Shares issuable upon exercise of the Option, the value of the Shares surrendered or withheld shall be their Fair Market Value on the date the Option is exercised. The Committee or the Board in its sole discretion may, on an individual basis or pursuant to a general program established in connection with this Plan, cause the Company to lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any tax liability of the Optionee attributable to such exercise. If the exercise price is paid in whole or part with Optionee's promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of the Option, (iii) bear interest at the prime rate of the Company's principal lender, and (iv) contain such other terms as the Committee or the Board in its sole discretion shall reasonably require. No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for those Shares are issued to that person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date the stock certificate is issued, except as expressly provided in Section 10 hereof. 8. Exercisability of Options. Any Option shall become exercisable in such amounts, at such intervals and upon such terms as the Committee or the Board shall provide in the Option Agreement for that Option, except as otherwise provided in this Section 8: (a) The expiration date of an Option shall be determined by the Committee or the Board at the time of grant, but in no event shall an Option be exercisable after the expiration of 10 years from the date of grant of the Option. 5

(b) Unless otherwise provided in any Option, each outstanding Option shall become immediately fully exercisable in the event of a "Change in Control" or in the event that the Committee or the Board exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section 9(b) hereof. For this purpose, the term "Change in Control" shall mean: (i) Approval by the shareholders of the Company of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); or (ii) Individuals who, as of the date on which the Option is granted, hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date on which the Option was granted whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) The acquisition (other than from the Company) by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership (within the meaning of Rule 13-d promulgated under the Securities Exchange Act) of more than 50% of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the date on which the Option is granted owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries. (c) The Committee or the Board may in its sole discretion, accelerate the date on which any Option may be exercised and may accelerate the vesting of any Shares subject to any Option or previously acquired by the exercise of any Option. 9. Termination of Option Period. 6

(a) Unless otherwise provided in any Option Agreement, the unexercised portion of any Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (i) three months after the date on which the Optionee's employment is terminated other than by reason of (A) Cause, which, solely for purposes of this Plan, shall mean the termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) death of the Optionee; (ii) immediately upon the termination of the Optionee's employment for Cause; (iii) twelve months after the date on which the Optionee's employment is terminated by reason of a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee or the Board; (iv) (A) twelve months after the date of termination of the Optionee's employment by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 9(a)(iii) hereof; or (v) immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or any of their respective officers, directors or shareholders. All references herein to the termination of the Optionee's employment shall, in the case of an Optionee who is not an employee of the Company or a Subsidiary, refer to the termination of the Optionee's service with the Company. (b) To the extent not previously exercised, (i) each Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) hereof, and (ii) the Committee or the Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any corporate transaction described in Subsection 8(b)(i) hereof in which the Company does survive, any Option that remains unexercised on such date. The Committee or the Board shall give written notice of any proposed transaction referred to in this Section 9(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionees may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Options that then are exercisable (including any Options that may become exercisable upon the closing date of such 7

transaction). An Optionee may condition his exercise of any Option upon the consummation of a transaction referred to in this Section 9(b). 10. Adjustment of Shares. (a) If at any time while the Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of Shares, then and in that event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, or available for grant to any person under the Plan, so that the same percentage of the Company's issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) the Board or the Committee may, in its discretion, make any adjustments it deems appropriate in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option, so that the same percentage of the Company's issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price. (b) Unless otherwise provided in any Option Agreement, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject to the Options, or both, when, in the Committee's sole discretion, such adjustments become appropriate so as to preserve benefits under the Plan. (c) In the event of a proposed sale of all or substantially all of the Company's assets or any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company's shareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, or its parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 9(b) hereof upon the consummation of sale, merger, consolidation or other corporate transaction. (d) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made to, the number of or exercise price for Shares then subject to outstanding Options granted under the Plan. (e) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of 8

the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. 11. Transferability of Options and Shares. (a) No Incentive Stock Option, and unless the prior written consent of the Committee or the Board is obtained (which consent may be withheld for any reason) and the transaction does not violate the requirements of Rule 16b-3 promulgated under the Securities Exchange Act no Non-Qualified Stock Option, shall be subject to alienation, assignment, pledge, charge or other transfer other than by the Optionee by will or the laws of descent and distribution, and any attempt to make any such prohibited transfer shall be void. Each Option shall be exercisable during the Optionee's lifetime only by the Optionee, or in the case of a Non-Qualified Stock Option that has been assigned or transferred with the prior written consent of the Committee or the Board, only by the permitted assignee. (b) No Shares acquired by an Officer or Director pursuant to the exercise of an Option may be sold, assigned, pledged or otherwise transferred prior to the expiration of the six-month period following the date on which the Option was granted, unless the transaction does not violate the requirements of Rule 16b-3 promulgated under the Securities Exchange Act. 12. Issuance of Shares. (a) Notwithstanding any other provision of this Plan, the Company shall not be obligated to issue any Shares unless it is advised by counsel of its selection that it may do so without violation of the applicable Federal and State laws pertaining to the issuance of securities, and may require any stock so issued to bear a legend, may give its transfer agent instructions, and may take such other steps, as in its judgment are reasonably required to prevent any such violation. (b) As a condition to any sale or issuance of Shares upon exercise of any Option, the Committee or the Board may require such agreements or undertakings as the Committee or the Board may deem necessary or advisable to facilitate compliance with any applicable law or regulation including, but not limited to, the following: (i) a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (ii) a representation, warranty and/or agreement to be bound by any legends endorsed upon the certificate(s) for the Shares that are, in the opinion of the Committee 9

or the Board, necessary or appropriate to facilitate compliance with the provisions of any securities laws deemed by the Committee or the Board to be applicable to the issuance and transfer of those Shares. 13. Administration of the Plan. (a) The Plan shall be administered by the Board or, at the discretion of the Board, by a committee appointed by the Board (the "Committee") which shall be composed of two or more Directors. The membership of the Committee shall be constituted so as to comply at all times with the then applicable requirements for Outside Directors of Rule 16b-3 promulgated under the Securities Exchange Act and Section 162(m) of the Internal Revenue Code. The Committee shall serve at the pleasure of the Board and shall have the powers designated herein and such other powers as the Board may from time to time confer upon it. (b) The Committee or the Board may grant Options pursuant to this Plan to any persons to whom Options may be granted under Section 5(a) hereof. (c) The Committee or the Board, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan. The determinations of the Committee or the Board, and its interpretation and construction of any provision of the Plan or any Option Agreement, shall be final and conclusive. (d) Any and all decisions or determinations of the Committee shall be made either (i) by a majority vote of the members of the Committee at a meeting or (ii) without a meeting by the unanimous written approval of the members of the Committee. 14. Withholding or Deduction for Taxes. If at any time specified herein for the making of any issuance or delivery of any Option or Common Stock to any Optionee, any law or regulation of any governmental authority having jurisdiction in the premises shall require the Company to withhold, or to make any deduction for, any taxes or to take any other action in connection with the issuance or delivery then to be made, the issuance or delivery shall be deferred until the withholding or deduction shall have been provided for by the Optionee or beneficiary, or other appropriate action shall have been taken. 15. Interpretation. (a) As it is the intent of the Company that the Plan shall comply in all respects with Rule 16b-3 promulgated under the Securities Exchange Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction of the Plan shall be interpreted to give effect to such intention, and if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provision shall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3. The Committee or the Board may from time to time adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing. (b) The Plan and any Option Agreements entered into pursuant to the Plan shall be administered and interpreted so that all Incentive Stock Options granted under the Plan will qualify as Incentive Stock Options under Section 422 of the Code. If any provision of the 10

Plan or any Option Agreement relating to an Incentive Stock Option should be held invalid for the granting of Incentive Stock Options or illegal for any reason, that determination shall not affect the remaining provisions hereof, but instead the Plan and the Option Agreement shall be construed and enforced as if such provision had never been included in the Plan or the Option Agreement. (c) This Plan shall be governed by the laws of the State of Florida. (d) Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan. (e) Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. 16. Amendment and Discontinuation of the Plan. The Committee or the Board may from time to time amend, suspend or terminate the Plan or any Option; provided, however, that, any amendment to the Plan shall be subject to the approval of the Company's shareholders if such shareholder approval is required by any federal or state law or regulation (including, without limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal Revenue Code) or the rules of any Stock exchange or automated quotation system on which the Common Stock may then be listed or granted. Except to the extent provided in Sections 9 and 10 hereof, no amendment, suspension or termination of the Plan or any Option issued hereunder shall substantially impair the rights or benefits of any Optionee pursuant to any Option previously granted without the consent of the Optionee. 17. Effective Date and Termination Date. The effective date of the Plan is December 21, 2000, the date on which the Board adopts this Plan, and the Plan shall terminate on the 10th anniversary of the Effective Date. The Plan shall be submitted to the shareholders of the Company for their approval and adoption and Options hereunder may be granted prior to such approval and adoption but contingent upon such approval and adoption. 11

EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of October 26, 2000 (the "Effective Date"), by and between Streicher Mobile Fueling, Inc., a Florida corporation (the "Company"), and Richard E. Gathright (the "Employee"). Recitals The Company desires to obtain the personal services of the Employee as President and Chief Executive Officer of the Company, and the Employee is willing to make his services available to the Company, on the terms and conditions hereinafter set forth; Agreement NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. Employment. 1.1 Employment and Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company, on the terms and conditions set forth herein, for the period commencing on the Effective Date and continuing through October 31, 2003, unless sooner terminated in accordance with the terms and conditions hereof (the "Term"). The Term may be renewed only by mutual written agreement of the Employee and the Company. 1.2 Duties of Employee. The Employee shall serve as the President and Chief Executive Officer of the Company, shall have and exercise general responsibility for the business of the Company and shall have powers and authority superior to any other officer or employee of the Company or of any subsidiary of the Company. The Employee shall also have such other powers and duties as may from time to time be delegated to him by the Company's Board of Directors (the "Board"), provided that such duties are consistent with his position. The Employee shall report to the Board. The Employee shall devote substantially all his working time and attention to the business and affairs of the Company (excluding any vacation and sick leave to which the Employee is entitled), render such services to the best of his ability, and use his best efforts to promote the interests of the Company. So long as such activities do not interfere with the performance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement, it shall not be a violation of this Agreement for the Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements; (iii) manage personal investments; or (iv) participate in such continuing legal education seminars or other activities required for the Employee to maintain his license to practice law. 1.3 Place of Performance. In connection with his employment by the Company, the Employee shall be based at the Company's offices in Fort Lauderdale, Florida or another mutually agreed location, except for travel necessary in connection with the Company's business. CONFIDENTIAL

1.4 Directorship. It is the intention of the Board that the Employee serve as a Director of the Company and that he be appointed or elected as a Director as soon as practicable after the Effective Date. The Company agrees to take such action (including, if necessary, calling a special meeting of shareholders to increase the size of the Board) as may be necessary for such purpose. 2. Compensation. 2.1 Base Salary. Commencing on the Effective Date of this Agreement, the Employee shall receive a base salary at the annual rate of Three Hundred Thousand Dollars ($300,000) (the "Base Salary") during the Term, payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes. 2.2 Incentive Compensation. The Employee shall be entitled to receive such bonus payments or incentive compensation as may be determined at any time or from time to time by the Board in its discretion. Without limiting the generality of the foregoing, during the Term, the Employee shall be entitled to participate in an annual management incentive bonus pool ("Bonus Pool") equal to ten percent (10%) of Company's Pre-tax Earnings. For purposes of this Section, the term "Pre-tax Earnings" means the Company's earnings before income taxes, as determined in accordance with generally accepted accounting principles, consistently applied with the Company's past practices, and as reflected in the Company's audited financial statements for the relevant fiscal year. If the Company does not achieve positive Pre-tax Earnings for any fiscal year, no Bonus Pool shall be established for such fiscal year. The Bonus Pool shall be allocated among Employee and such other officers of the Company as are recommended by the Employee and approved by the Board. The Board of Directors, in its sole discretion, shall determine the allocation of Bonus Pool funds among the eligible participants; provided, that the entire balance of the Bonus Pool shall be allocated each year. The portion of the Bonus Pool payable to the Employee with respect to any fiscal year (net of any tax or other amount properly withheld therefrom) shall be paid by the Company within ninety (90) days after the end of the fiscal year. The amount payable pursuant to this Section 2.2 for any fiscal year during which the Term expires or this Agreement is terminated shall be prorated and payable only with respect to the portion of the fiscal year during which the Employee was employed by the Company. No amount shall be payable pursuant to this Section 2.2 with respect to any fiscal year during which the Executive's employment is terminated by the Company for Cause, or by the Employee as a result of his voluntarily resignation. 2.3 Stock Options. (a) As soon as reasonably practical, Employee will receive a grant of options to purchase 500,000 shares of the Company's common stock (the "Options"), at an exercise price equal to the fair market value of the Company's common stock as of the date of grant. (b) The Options shall be granted pursuant to a stock option agreement between the Company and the Employee (the "Stock Option Agreement") which shall contain terms and conditions consistent with those applicable to stock options heretofore granted under the Streicher Mobile Fueling, Inc. Stock Option Plan; provided, however, that the Options: (i) shall CONFIDENTIAL -2-

have a term expiring on the tenth anniversary of the Effective Date (the "Option Expiration Date"); (ii) subject to termination of the Options prior to vesting as provided in clause (iii) below, the Options shall vest and become exercisable (A) to the extent of 33.33% of the Options, on the Effective Date, (B) with respect to an additional 33.33% of the Options, on October 25, 2002, and (C) with respect to the remaining 33.34% of the Options, on October 25, 2003; (iii) to the extent not previously vested and exercised pursuant to their terms, the Options shall terminate upon the earlier to occur of: (A) twelve (12) months after the termination of the Employee's employment hereunder pursuant to Section 4.2 by reason of the Employee's disability, or pursuant to Section 4.3 by reason of his death, or following expiration of the Term (including any extensions thereto or renewals thereof) or such other date as Employee ceases to render services to the Company pursuant to an employment contract or other agreement with the Company, (B) eighteen (18) months after the termination of the Employee's employment hereunder pursuant to Section 4.4 by the Company without Cause, (C) ninety (90) days after the date the Employee's employment hereunder is terminated by the Employee pursuant to Section 4.5, (D) thirty (30) days after the date the Employee's employment hereunder is terminated by the Company for Cause pursuant to Section 4.1, and (E) the Option Expiration Date; (iv) shall be incentive stock options to the extent allowed by applicable tax rules and regulations; and (v) shall become fully vested and exercisable upon a "change of control" of the Company. The Stock Option Agreement shall provide that the Employee shall not sell, transfer or otherwise dispose of any shares of the Company's common stock issued upon the exercise of any of the Options prior to October 26, 2001. 3. Expense Reimbursement and Other Benefits. 3.1 Expense Reimbursement. During the Term, the Company, in accordance with expense reimbursement policies and procedures in effect for the Company's employees from time to time, shall reimburse the Employee for all documented reasonable expenses actually paid or incurred by the Employee in the course of and pursuant to the business of the Company. In addition, the Company shall reimburse the Employee for all documented reasonable expenses actually paid or incurred by the Employee for continuing legal education seminars or other activities required for the Employee to maintain his license to practice law. 3.2 Other Benefits. During the Term, the Company shall make available to the Employee such benefits and perquisites as are generally provided by the Company to its senior management, including but not limited to participation in any group life, medical, health, dental, disability or accident insurance, pension plan, 401(k) savings and investment plan, profit-sharing plan, employee stock purchase plan, incentive compensation plan or other such benefit plan or policy, if any, which may presently be in effect or which may hereafter be adopted by the Company for the benefit of its senior management or its employees generally, in each case subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement; provided, however, that the Company shall waive any existing eligibility requirements for participation in such plans or arrangements to the extent allowed by the applicable rules and regulations governing the same. CONFIDENTIAL -3-

3.3 Vacation. During the Term, the Employee shall be entitled to paid vacation in accordance with the policies, programs and practices of the Company generally applicable to its senior management; provided, however, that Employee shall be entitled to not less that three weeks of paid vacation per contract year during the Term. 3.4 Relocation Expenses. The Company shall reimburse the Employee for all documented reasonable and customary expenses actually paid or incurred by the Employee in connection with his relocation to the Fort Lauderdale, Florida area, including temporary housing and living expenses and expenses incurred to move the personal belongings of the Employee and his family. Employee shall make all reasonable efforts to relocate as soon as practical after the Effective Date. The Company shall assume the tax liability, if any, of Employee associated with such temporary and relocation expenses. 4. Termination. 4.1 Termination for Cause. Notwithstanding anything contained to the contrary in this Agreement, this Agreement and the Employee's employment hereunder may be terminated by the Company for Cause. As used in this Agreement, "Cause" shall mean (i) subject to the following sentences, any action or omission of the Employee which constitutes (A) a breach of any of the provisions of Section 6. of this Agreement, (B) a breach by the Employee of his fiduciary duties and obligations to the Company, or (C) the Employee's failure or refusal to follow any lawful directive of the Board, in each case which act or omission is not cured (if capable of being cured) within ten (10) days after written notice of same from the Company to the Employee, or (ii) conduct constituting fraud, embezzlement, misappropriation or gross dishonesty by the Employee in connection with the performance of his duties under this Agreement, or a conviction of the Employee of, a felony (other than a traffic violation) or, if it shall damage or bring into disrepute the business, reputation or goodwill of the Company or impair the Employee's ability to perform his duties with the Company, any crime involving moral turpitude. The Employee shall be given a written notice of termination for Cause specifying the details thereof. Upon any termination pursuant to this Section 4.1, the Employee shall only be entitled to his Base Salary through the date of termination, reimbursement for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and any other compensation and benefits provided in accordance with Section 3.2 hereof. Upon making such payments, the Company shall have no further liability hereunder. 4.2 Disability. Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Employee, shall at all times have the right to terminate this Agreement and the Employee's employment hereunder if the Employee shall, as the result of mental or physical incapacity, illness or disability, fail or be unable to perform his duties and responsibilities provided for herein in all material respects for a period of more than sixty (60) days in any 12-month period. Upon any termination pursuant to this Section 4.2, (i) within thirty (30) days after the date of termination, the Company shall pay the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the Employee for periods subsequent to the date of termination the CONFIDENTIAL -4-

Company shall pay to the Employee the Severance Payments specified in Section 5.1. Upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 hereof and under the terms thereof. 4.3 Death. In the event of the death of the Employee during the term of his employment hereunder, this Agreement shall terminate on the date of the Employee's death. Upon any termination pursuant to this Section 4.3, (i) within thirty (30) days after the date of termination, the Company shall pay to the estate of the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and reimbursement for all expenses described in Section 3.1 of this Agreement and incurred by Employee prior to his death, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the estate of the Employee for periods subsequent to the date of termination the Company shall pay to the estate of the Employee the Severance Payments specified in Section 5.1. Upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee's spouse, beneficiaries or estate, as the case may be, shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 hereof and under the terms thereof. 4.4 Termination Without Cause. At any time the Company shall have the right to terminate this Agreement and the Employee's employment hereunder by written notice to the Employee. Upon any termination pursuant to this Section 4.4, (i) within thirty (30) days after the date of termination, the Company shall pay the Employee any unpaid amounts of his Base Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, and (ii) in lieu of any further Base Salary, incentive compensation or other benefits or payments to the Employee for periods subsequent to the date of termination the Company shall pay to the Employee the Severance Payments specified in Section 5.1. There shall be no reduction in or offset to such Severance Payments by the Company for any reason, and upon making such payments, the Company shall have no further liability hereunder; provided, that the Employee shall be entitled to receive any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by the Company to the Employee in accordance with Section 3.2 and under the terms thereof. 4.5 Voluntary Resignation. The Employee may, upon not less than thirty (30) days' written notice to the Company, resign and terminate his employment hereunder. In the event the Employee resigns as an employee of the Company, he shall be entitled to receive only such payment(s) as he would have received had he been terminated pursuant to Section 4.1 hereof. The Employee shall give the Company not less than thirty (30) days prior written notice of his intention to resign. CONFIDENTIAL -5-

5. Severance Payments. 5.1 Amount of Benefit. Upon any termination of this Agreement pursuant to Section 4.4, the Company shall continue to pay the Employee (or shall pay his estate, in the event of his death), until the later of (A) eighteen (18) months following the date of termination, or (B) the end of the Term, an amount equal to the installments of his Base Salary (at the rate in effect at the date of termination) that would have been paid to the Employee had this Agreement and his employment hereunder not been terminated (the "Severance Payments"); provided, that in the event of any termination of this Agreement pursuant to Section 4.2 or 4.3, the Severance Payments shall be made for six (6) months following the date of termination. 5.2 Lump Sum Payment. At the Company's option, the Severance Payments (or any remaining installments thereof) may be discharged in full by delivering to the Employee (or the estate of the Employee) a lump sum payment by bank or cashiers cashier's check in an amount equal to the present value of the flow of cash payments (or remaining installments thereof) that would otherwise be paid to the Employee pursuant to Section 5.1. Such present value shall be determined as of the date of delivery of the lump sum payment by the Company and shall be based on a discount rate equal to the interest rate of 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the third business day prior to the delivery of the lump sum payment. 6. Restrictive Covenants. 6.1 Nondisclosure. (a) The Employee agrees that he shall not divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Employee with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company's financial condition, prospects, technology, customers and marketing and promotion of the Company's services) shall be deemed a valuable, special and unique asset of the Company that is received by the Employee in confidence and as a fiduciary, and the Employee shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, "Confidential Information" means information disclosed to the Employee or known by the Employee as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by the Employee), and not generally known or available, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee from disclosing Confidential Information to the extent required by law. (b) The Employee agrees to (i) return to the Company upon request, and in any event, at the time of termination of employment for whatever reason, all documents, equipment, notes, records, computer disks and tapes and other tangible items in his possession or under his control which belong to the Company or any of its affiliates or which contain or refer to any Confidential Information relating to the Company or any of its affiliates and (ii) if so requested by the Company, delete all Confidential Information relating to the Company or any of its affiliates CONFIDENTIAL -6-

from any computer disks, tapes or other re-usable material in his possession or under his control which contain or refer to any Confidential Information relating to the Company or any of its affiliates. 6.2 Nonsolicitation of Employees. While employed by the Company and for a period of twelve (12) months thereafter, Employee shall not directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period of more than twelve (12) months or was an individual with whom Employee was a co-worker of or otherwise associated with prior to being employed by the Company. 6.3 Noncompetition. (a) Between the Effective Date and the last day of the Term of this Agreement (the "Noncompete Period"), unless otherwise waived in writing by the Company (such waiver to be in the Company's sole and absolute discretion), the Employee shall not, directly or indirectly, engage in, operate, manage, have any investment or interest or otherwise participate in any manner (whether as employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) in any sole proprietorship, partnership, corporation or business or any other person or entity (each, a "Competitor") that engages, directly, or indirectly in a Competing Business; provided, that (A) the Employee may continue to hold securities of the Company and/or acquire, solely as an investment, shares of capital stock or other equity securities of any Competitor which are publicly traded, so long as the Employee does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of equity securities of such Competitor; and (B) the Employee may be employed by or consult with a Competitor whose primary business is not a Competing Business, so long as the Employee does not have direct and day-to-day supervisory responsibilities with respect to its Competing Business. For purposes of this Agreement, the term "Competing Business" means mobile fleet fueling. (b) Notwithstanding anything in Section 6.3(a) to the contrary, if this Agreement is terminated by the Company pursuant to Section 4.4, the Noncompete Period shall continue and the provisions of Section 6.3(a) shall remain in effect during the term of the Severance Payments made pursuant to Sections 4.4 and 5.1; provided, that if the Company pays to the Employee the Severance Payments in a lump sum pursuant to Section 5.2, the provisions of Section 6.3(a) shall remain in effect for the period during which the Severance Payments would have otherwise been made. 6.4 Injunction. It is recognized and hereby acknowledged by the parties hereto that a breach by the Employee of any of the covenants contained in Section 6.1, 6.2 or 6.3 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As a result, the Employee recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Section 5 of this Agreement by the Employee or any of his affiliates, associates, partners or CONFIDENTIAL -7-

agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company may possess. 7. Entire Agreement; No Conflicts With Existing Arrangements. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement and this Agreement contains the entire agreement, and supersedes any other agreement or understanding, between the Company and the Employee relating to the Employee's employment and any compensation or benefits in respect thereof. The Employee represents and warrants to the Company that he has reviewed any existing employment or non-competition covenants with his prior employer, and that his employment by the Company hereunder does not and will not conflict with or constitute a breach or default under any of the terms or provisions thereof. 8. Notices: All notices and other communications required or permitted under this Agreement shall be in writing and will be either hand delivered in person, sent by facsimile, sent by certified or registered first class mail, postage pre-paid, or sent by nationally recognized express courier service. Such notices and other communications will be effective upon receipt if hand delivered or sent by facsimile, five (5) days after mailing if sent by mail, and one (l) day after dispatch if sent by express courier, to the following addresses, or such other addresses as any party may notify the other parties in accordance with this Section:
If to the Company: 2720 NW 55th Court Fort Lauderdale, Florida 33309 Attention: Board of Directors Facsimile: (954) 739-3842 5304 Bryant Place Springdale, AR 72764 Telephone: (678) 296-6400

If to the Employee:

9. Successors and Assigns. (a) This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company and any successor CONFIDENTIAL -8-

to its business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise. 10. Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity. 11. Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. 12. Resolution of Disputes. With the exception of proceedings for equitable relief brought pursuant to Section 6.4 of this Agreement or otherwise, any disputes arising under or in connection with this Agreement, including, without limitation, any assertion by any party hereto that the other party has breached any provision of this Agreement, shall be resolved by arbitration, to be held in Ft. Lauderdale, Florida, in accordance with the then current rules and procedures of the American Arbitration Association. All costs, fees and expenses, excluding attorney fees incurred by the Employee, of any arbitration in connection with this Agreement, which arbitration results in any final decision of the arbitrator(s) requiring the Company to make a payment to the Employee, shall be borne by, and be the obligation of, the Company. Conversely, should the arbitration result in a final decision of the arbitrator(s) in favor of the Company and not require the Company to make payment to the Employee, then the Employee, in addition to all other costs, fees and expenses, including attorney fees incurred by the Employee in connection with such arbitration proceedings, shall also be required to reimburse the Company for all costs, fees and expenses, excluding attorney fees incurred by the Company in such proceedings. The obligation of the Corporation under this Section 12. shall survive the termination for any reason of the Term (whether such termination is by the Company, by the Employee or upon the expiration of the Term). Pending the outcome or resolution of any arbitration commenced or brought in good faith by the Employee, the Company shall continue payment and provision of the Base Salary and other compensation and the benefits provided for Employee in this Agreement. 13. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, his heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principals of conflict of laws. CONFIDENTIAL -9-

IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first above written. STREICHER MOBILE FUELING, INC. By:__________________________________ Title:
/s/ Richard E. Gathright ------------------------------------Richard E. Gathright

CONFIDENTIAL -10-

EXHIBIT 10.8 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into effective as of the 30th day of April, 2001 (this "Amendment"), by and between STREICHER MOBILE FUELING, INC., a Florida corporation ("Streicher Mobile"), STREICHER REALTY, INC., a Florida corporation ("Streicher Realty"), and STREICHER WEST, INC., a California corporation ("Streicher West", Streicher West, Streicher Mobile and Streicher Realty sometimes hereinafter collectively referred to as "Borrower"), and BANKATLANTIC, a Federal Savings Bank (hereinafter referred to as "Lender"). W I T N E S S E T H: WHEREAS, Borrower and Lender have previously entered into that certain Amended and Restated Loan Agreement dated as of the 25th day of May, 1999, as amended by First Amendment to Amended and Restated Loan Agreement dated as of the 22nd day of December, 1999 (collectively, the "Loan Agreement" or the "Agreement"); and WHEREAS, the parties hereto wish to amend the Loan Agreement in accordance with the terms and provisions of, and as provided in, this Amendment. NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the loans or extensions of credit heretofore, now or hereafter made or to be made for the benefit of the Borrower by the Lender, the parties do hereby agree as follows: 1. The Borrower and the Lender agree that the recitals set forth above are true, correct, and complete, and are hereby incorporated herein. 2. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. 3. Article 1, Subsection 1.2(f) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (f) "Cash Collateral Account": A cash collateral account pledged by Borrower in favor of Lender, into which all collections shall be remitted from a lockbox account into which Borrower's account debtors remit all payments, which collections shall be applied against the Loan facility balance in accordance with the terms and provisions of the Security, Cash Collateral Account and Lockbox Agreement. The Borrower shall not have access to the Lockbox or the Cash Collateral Account. 4. Article 1, Subsection 1.2(i) of the Agreement is hereby amended and restated so that,

from and after the date hereof, it shall read in its entirety as follows: (i) "Credit Facility Letter": That certain letter executed by and between Lender and Borrower dated April 23 2001, and all amendments thereto, the terms and conditions of which are hereby incorporated by reference herein, but in the event of any conflict or discrepancy between the terms of this Agreement and the Credit Facility Letter, the terms of this Agreement shall control. 5. Article 1, Subsection 1.2(x) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (x) "Loan Documents": This Agreement, the Revolving Note, the Security Agreements, the Security, Cash Collateral Account and Lockbox Agreement, the Term Note, the Subordination Agreement, the Deed of Trust and all other associated loan documents executed in connection with the making of the Loan and/or the Term Loan (and any modification, renewal or extension thereof). 6. Article 1, Subsection 1.2(y) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (y) "Maturity Date": As to the Loan, the date the Loan becomes due and payable in full in accordance with the terms and provisions of the Note. 7. Article 1, Subsection 1.2(z) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (z) "Revolving Note or "Note": That certain Amended and Restated Master Revolving Promissory Note in the principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) from Borrower to Lender dated effective as of April 30, 2001, as the same may be amended, restated, supplemented or extended from time to time. 8. Article 1, Subsection 1.2(ff) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (ff) "Security Agreements": Collectively, Security Agreements dated as of December 30, 1997 executed by each Borrower in favor of Lender, each as amended and reaffirmed by Amendment to and Reaffirmation of Security Agreement dated as of May 25, 1999, as amended and reaffirmed by Second Amendment to and Reaffirmation of Security Agreement dated as of December 22, 1999, as amended and reaffirmed by Third Amendment to and Reaffirmation of Security Agreement dated as of the 19th day of April, 2001, as amended and reaffirmed by Fourth Amendment to and Reaffirmation of Security Agreement dated effective as of the 2

30th day of April, 2001, as each of the same may be amended, restated, supplemented or extended, from time to time, securing the Note, the Term Note and all other Indebtedness of Borrower to Lender, which is a valid first lien on all of the Borrower's accounts, accounts receivables, inventory, chattel paper, general intangibles, fixtures, furniture, instruments, equipment and personal property now owned or hereafter acquired by Borrower and all proceeds of the foregoing, subject only to the Permitted Encumbrances (as defined in the Security Agreements). 9. Article 1, Subsection 1.2(gg) of the Agreement is hereby deleted in its entirety. 10. Article 1, Subsection 1.2(hh) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (hh) "Security, Cash Collateral Account and Lockbox Agreement". An Amended and Restated Security, Cash Collateral Account and Lockbox Agreement, dated effective as of April 30, 2001, whereby and whereunder payment of all of Borrower's Receivables shall be directed to a lockbox maintained with Lender (the "Lockbox") to flow through the Cash Collateral Account, and, be applied against the Loan facility balance in accordance with the terms and provisions of said agreement. 11. Article 1, Subsection 1.2(jj) is hereby added to the Agreement, so that from and after the date hereof, it shall read in its entirety as follows: (jj) "Deed of Trust". That certain Deed of Trust, Assignment of Leases and Rents and Security Agreement dated as of April 19, 2001, executed by Streicher Realty in favor of Lender to be recorded in the Public Records of Tarrant County, Texas, together with UCC-1 Financing Statements associated therewith to be (i) recorded in the Public Records of Tarrant County, Texas, (ii) filed with the State of Texas and (iii) filed with the Florida Secretary of State, encumbering certain real property owned by Streicher Realty located in Tarrant County, Texas, which secures the Loan and the Term Loan to the extent of One Hundred Thousand and 00/100 Dollars ($100,000.00). 12. Article 1, Subsection 1.2(kk) is hereby added to the Agreement, so that from and after the date hereof, it shall read in its entirety as follows: (kk) "Subordination Agreement". A Subordination of Loans Agreement subordinating certain convertible subordinated loans evidenced by convertible subordinated promissory notes executed by Streicher Mobile in favor of various parties, to the lien and effect of the Loan in accordance with the terms and provisions of said Agreement. 13. Article 1, Subsection 1.2(ll) is hereby added to the Agreement, so that from and after 3

the date hereof, it shall read in its entirety as follows: (ll) "Term Note". That certain Promissory Note in the principal amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) from Borrower to Lender dated as of April 19, 2001, as the same may be amended, restated, supplemented or extended from time to time; the loan evidenced thereby sometimes referred to as the "Term Loan". The Term Loan and the Loan are cross-defaulted and cross- collateralized. 14. Article 2, Subsection 2.4(c) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (c) The Security, Cash Collateral Account and Lockbox Agreement, in form and substance satisfactory to Lender and Lender's Counsel. 15. Article 2, Subsection 2.5 is hereby added to the Agreement, so that from and after the date hereof, it shall read in its entirety as follows: 2.5 Loan Fee. In connection with the Loan, the fee due and owing from Borrower shall be two percent (2%) of the amount of the Loan or the sum of Two Hundred Thousand and 00/100 Dollars ($200,000.00). It is acknowledged that in consideration of the issuance of the Credit Facility Letter and the reserving of sufficient funds by Lender from which to make Loan disbursements, Lender is deemed to have earned the entire Loan Fee, it being hereby acknowledged and agreed to the Loan Fee is deemed EARNED and NON-REFUNDABLE. The Loan Fee shall be payable as follows: the first One Hundred Thousand and 00/100 Dollars ($100,000.00) of the Loan Fee (the "Initial Loan Fee") shall be payable in six (6) equal monthly installments in the amount of Sixteen Thousand Six Hundred Sixty- Six and 67/100 Dollars ($16,666.67) commencing on June 1, 2001, with like payments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) due and payable on like day each month thereafter until the first One Hundred Thousand and 00/100 Dollars ($100,000.00) has been paid in full. The remainder of the Loan Fee in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00), together with any unpaid portion of the Initial Loan Fee shall be due and payable in full upon the earlier of maturity or prepayment of the Loan, unless the Loan is renewed by Lender (in Lender's sole and absolute discretion) past the Maturity Date in which case the remainder of the Loan Fee in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00), together with any unpaid portion of the Initial Loan Fee shall be due and payable in full upon the earlier of the new maturity date of the Loan or prepayment of the Loan, such that the entire Two Hundred Thousand and 00/100 Dollar ($200,000.00) Loan Fee must have been paid in full or must be paid in full at the earliest of such time as the Loan matures and is not renewed, the Loan becomes due as a result of acceleration, or the Loan is paid 4

and satisfied in full. 16. Article 8, Section 8.4 of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: 8.4 In accordance with the terms and provisions of the Security, Cash Collateral Account and Lockbox Agreement, Borrower shall direct all account debtors to remit all payments to the Lockbox maintained with and administered by Lender, with such collections to be deposited into the Cash, Collateral Account to be applied against the Loan facility balance in accordance with the terms and provisions of the Security, Cash Collateral Account and Lockbox Agreement. 17. Article 8, Section 8.6 of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: 8.6 Streicher Mobile shall maintain a net worth of not less than Two Million Seven Hundred Thousand and 00/100 Dollars ($2,700,000.00) from October 30, 2000 and thereafter, such requirement to be tested at the end of each quarter of each fiscal year of Streicher Mobile. The minimum net worth requirements shall be increased at the end of each quarter in each fiscal year of Streicher Mobile thereafter in an amount to be determined by Lender based upon Streicher Mobile's annual projection for the period in question. 18. Article 8, Section 8.7 of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: 8.7 Streicher Mobile shall maintain a debt-to-worth ratio of not more than 8.0 to 1 at all times during the term of the Loan, said ratio to be tested at the end of each quarter of each fiscal year of Streicher Mobile, provided that the debt-to-worth ratio may be adjusted by Lender at the end of each quarter in each fiscal year of Streicher Mobile based upon Streicher Mobile's annual projections for the period in question. 19. Article 8, Section 8.37 of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: 8.37 Borrower does hereby acknowledge that the Security, Cash Collateral Account and Lockbox Agreement is in full force and effect. 20. Article 9, Subsection 9(b) of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: (b) If there occurs any default under any other term of this Agreement, the Note, the Term Note, the Security, Cash Collateral Account and Lockbox Agreement, the 5

Deed of Trust, any of the Security Agreements or any of the other Loan Documents relating hereto or thereto subject to any applicable cure period(s) set forth therein; 21. Article 13, Section 13.14 of the Agreement is hereby amended and restated so that, from and after the date hereof, it shall read in its entirety as follows: 13.14 In the event of any conflict, inconsistency or ambiguity between the provisions of this Agreement and the provisions of the Revolving Note, the Term Note, the Deed of Trust, any of the Security Agreements, the Security, Cash Collateral Account and Lockbox Agreement, or any other Loan Documents, the provisions of this Agreement shall control and prevail. 22. The Borrower represents and warrants to the Lender that (a) each Borrower has previously furnished Lender with true and correct copies of its Articles of Incorporation and By-laws, and all amendments thereto through the date hereof, as in effect on the date hereof, and (b) the Board of Directors of each Borrower has approved this Amendment and the execution hereof by the undersigned officer of each Borrower. 23. Cross-Default/Cross-Collateralization. The Loan and the Term Loan are cross- defaulted and crosscollateralized, such that a default under the Term Loan shall be and constitute a default under the Loan and a default under the Loan shall be and constitute a default under the Term Loan, entitling Lender to exercise all remedies set forth in all Loan Documents; provided, further, that no Loan Documents shall be released until such time as both the Loan and the Term Loan are paid and satisfied in full. 24. Waiver and Release. AS A MATERIAL INDUCEMENT FOR THE LENDER TO EXECUTE THIS AMENDMENT, EACH BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND FOREVER DISCHARGE THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMAND WHATSOEVER IN LAW OR IN EQUITY WHICH EACH BORROWER EVER HAD, NOW HAS, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWING UNDER THE NOTE, THE TERM NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED 6

LOAN DOCUMENTS AS AND WHEN THE SAME BECOME DUE AND PAYABLE. NOTWITHSTANDING THE ABOVE, THE PARTIES DO HEREBY ACKNOWLEDGE THAT ANY DEPOSIT ACCOUNT(S) OF BORROWER MAINTAINED WITH LENDER ARE SUBJECT TO THE TERMS AND PROVISIONS OF ANY AGREEMENT(S) RELATED TO THOSE ACCOUNT(S), PROVIDED HOWEVER, THAT BORROWER IS UNAWARE OF ANY CLAIMS CONCERNING THOSE ACCOUNT(S) AT THIS TIME. 25. Reaffirmation by Borrower. THE BORROWER ACKNOWLEDGES AND REAFFIRMS THAT ALL WARRANTIES, REPRESENTATIONS, AFFIRMATIVE COVENANTS AND NEGATIVE COVENANTS SET FORTH IN THE LOAN AGREEMENT REMAIN IN FULL FORCE AND EFFECT ON THE DATE HEREOF AS IF MADE ON THE DATE HEREOF. 26. Amended Agreement. THIS AGREEMENT AMENDS THE LOAN AGREEMENT, AND THE BORROWER ACKNOWLEDGES AND AGREES THAT THE SECURITY INTERESTS, RIGHTS, DUTIES, AND OBLIGATIONS OF THE BORROWER AND THE LENDER CREATED BY THE LOAN AGREEMENT ARE NOT EXTINGUISHED, BUT ARE REAFFIRMED AND REMAIN IN FULL FORCE AND EFFECT AS PROVIDED IN THE LOAN AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT AND THE TERMS AND PROVISIONS OF THIS AMENDMENT, THE TERMS AND PROVISIONS OF THIS AMENDMENT SHALL CONTROL AND PREVAIL. INTENTIONALLY LEFT BLANK 7

Waiver of Jury Trial. THE PARTIES DO HEREBY MUTUALLY, VOLUNTARILY, INTENTIONALLY, KNOWINGLY AND WILLINGLY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE AMONG THEM, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSS-CLAIMS, THIRD PARTY CLAIMS AND INTERVENOR'S CLAIMS, WHETHER ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE TRANSACTIONS TO WHICH THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT AND THE LOAN DOCUMENTS, RELATE. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the date first above written.
Signed, sealed and delivered in the presence of: BORROWER: STREICHER MOBILE FUELING, INC., a Florida corporation _________________________ _________________________ By: /s/ WALTER B. BARRETT -------------------------------------------WALTER B. BARRETT, Vice President of Finance (Corporate Seal)

STREICHER REALTY, INC., a Florida corporation

_________________________ _________________________

By: /s/ WALTER B. BARRETT -------------------------------------------WALTER B. BARRETT, Vice President of Finance (Corporate Seal)

STREICHER WEST, INC., a California corporation

_________________________ _________________________

By: /s/ WALTER B. BARRETT -------------------------------------------WALTER B. BARRETT, Vice President of Finance (Corporate Seal)

8

LENDER: BANKATLANTIC, a Federal Savings Bank

_________________________

By: /s/ Jeffrey S. Bilus ----------------------------------------Jeffrey S. Bilus, Vice President

STATE OF GEORGIA COUNTY OF ________________ THE FOREGOING INSTRUMENT WAS EXECUTED BEFORE ME, the undersigned, a Notary Public in and for the State of Georgia, this ___ day of __________, 2001, by WALTER B. BARRETT, as Vice President of Finance of and on behalf of each of STREICHER MOBILE FUELING, INC., a Florida corporation, STREICHER REALTY, INC., a Florida corporation, and STREICHER WEST, INC., a California corporation, who |_| is personally known to me or |_| produced his driver's license as identification. Notary Public - State and County Aforesaid Print Name: _______________________________ My Commission Expires: ____________________ Commission Number: ________________________ STATE OF GEORGIA COUNTY OF ________________ THE FOREGOING INSTRUMENT WAS EXECUTED BEFORE ME, the undersigned, a Notary Public in and for the State of Georgia, this ___ day of __________, 2001, by JEFFREY S. BILUS, as Vice President of and on behalf of BANKATLANTIC, a Federal Savings Bank, who |_| is personally known to me or |_| produced his driver's license as identification. Notary Public - State and County Aforesaid Print Name: _______________________________ My Commission Expires: ____________________ Commission Number: ________________________ 9

EXHIBIT 10.9 $200,000 Fort Lauderdale, Florida July 7, 2000 PROMISSORY NOTE For value received, the undersigned Streicher Mobile Fueling, Inc., a Florida corporation ("Maker"), promises to pay in lawful money of the United States of America to the order of C. Rodney O'Connor ("Holder"), the principal sum of Two Hundred Thousand and 00/100 Dollars ($200,000.00), together with interest thereon from the date hereof at the rate of two percent (2%) over the Prime Rate, as announced from time to time by Bank Atlantic, Ft. Lauderdale, Florida, per annum on the unpaid balance. Principal and interest shall be due in a single payment one year from the date of this Promissory Note, except that Holder may demand payment at any time. All payments shall be made to holder at 640 Fifth Avenue, 15th Floor, New York, NY 10019, or at such further address as Holder may notify Maker. Maker may prepay all or any portion of the obligation evidenced hereby at any time without premium or penalty. Maker expressly waives presentment, protest, demand, notice of dishonor or default, and notice of every other kind and type with respect to this Promissory Note and default hereunder. Holder's failure to accelerate or take any other permitted action under this Promissory Note shall not operate as a waiver of Holder's rights thereunder. This Promissory Note shall be construed under the laws of the State of Florida, and venue for any action hereunder shall lie in the County in Broward County, Florida. Maker agrees to pay the costs of collection, including a reasonable attorney's fee. STREICHER MOBILE FUELING, INC. a Florida corporation
By: /s/ Walter B. Barrett ------------------------------------------Walter B. Barrett, Vice President, Finance

EXHIBIT 10.10 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON THE PAYEE FIRST HAVING OBTAINED A WRITTEN OPINION OF MAKER'S COUNSEL, OR OTHER COUNSEL ACCEPTABLE TO MAKER, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE "BLUE SKY" OR OTHER SIMILAR SECURITIES LAW. CONVERTIBLE SUBORDINATED PROMISSORY NOTE April 19, 2001 FOR VALUE RECEIVED, STREICHER MOBILE FUELING, INC., a Florida corporation ("Maker"), promises to pay to the order of __________________ or his/her assigns ("Payee"), at such place as the Payee may designate in writing, in lawful money of the United States of America, the principal sum of ______________________ _______________________. 1. Principal Payments. The outstanding principal of this Note shall be due and payable on August 31, 2003. The outstanding principal balance of this Note may be prepaid prior to maturity as provided in Section 8. 2. Interest. The outstanding principal balance of this Note shall accrue interest at the Prime Rate (as hereinafter defined), plus one percent (1%); provided, that following an Event of Default, the outstanding principal balance of this Note shall bear interest as provided in Section 9. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and shall be payable in arrears on the last business day of each calendar quarter after the date hereof, until the outstanding principal balance of this Note is paid in full. For purposes of this Note, the term "Prime Rate" shall mean the rate of interest announced from time to time by Bank Atlantic as its "prime rate", which rate shall change as and when such announced rate changes. 3. Interest Method of Payment; Application. All payments of principal (including any prepayments) shall be made on the due date thereof by wire transfer of immediately available funds to such bank account as Payee may from time to time designate in writing. All cash payments of interest shall be made on the due date thereof by check drawn on a United States bank. Payments (including all

prepayments) received by Payee on this Note shall be applied first to the payment of accrued and unpaid interest and only thereafter to the outstanding principal balance of this Note. 4. Interest Payments in Kind (PIK). (a) Payments. Maker shall have the right to make quarterly payments of interest, as provided in Section 2, in Shares of Maker's common stock, $0.01 par value, ("PIK Shares"). Maker shall not issue any fractional shares in satisfying the interest payment obligation and the number of PIK Shares issued to Payee shall be rounded to the nearest whole number. If Maker elects to issue PIK Shares in lieu of a cash payment of interest, the entire interest payment for the quarter shall be in PIK Shares. (b) Computation of PIK Shares Issued. The number of PIK Shares issued shall be determined by dividing the amount of the quarterly interest payment as provided in Section 2 by the average of the daily closing price of the Maker's common stock as quoted on the NASDAQ system for the trading days included in the calendar quarter for which the interest is payable. (c) The PIK Shares shall be delivered to Payee in the same manner as provided in Section 6(c) for delivery of Shares in connection with a conversion. 5. Subordination. Payee acknowledges that the payment of principal and interest on this Note are expressly subordinated to (i) the rights and interests of BankAtlantic to the extent of the existing and future amounts owed by Maker to BankAtlantic under the line of credit facility between BankAtlantic and Maker or to any replacement line of credit facility into which the Maker may subsequently enter requiring that the lender rank in a senior position to unsecured debt of the Maker and (ii) the rights and interests of commercial lenders financing the Maker's truck fleet and having security interests in those assets. Upon request, Payee agrees to execute and deliver such documents and instruments as BankAtlantic or any commercial lender may reasonably request to acknowledge and effect the foregoing subordination. 6. Conversion. (a) Conversion. Payee shall have the right to convert the outstanding principal balance of and accrued interest on this Note, or such lesser portion thereof as Payee may elect, into Shares of Maker's common stock, $0.01 par value ("Shares") at any time and at Payee's sole option. 2

(b) Conversion Price; No Fractional Shares. Upon any conversion of this Note, the sum of the principal balance and accrued interest, unless such accrued interest is paid in cash by Maker, to be converted shall be converted into Shares at a conversion price of $1.35 per share. Maker shall not issue any fractional shares upon conversion, and the number of Shares issued to Payee shall be rounded to the nearest whole number. (c) Mechanics of Conversion. Upon any conversion of this Note, Payee shall deliver to Maker at the Maker's principal office this Note (or of any replacement Note) together with a written notice of election to convert. Conversion shall be deemed to have been effected on the date when such delivery of the conversion notice is actually made. As promptly as practicable thereafter, Maker shall issue and deliver to or upon the written order of Payee a certificate or certificates for the number of Shares to which the Payee is entitled. Upon conversion of only a portion of this Note, Maker shall issue and deliver to, or upon the written order of Payee, a new Note in the principal amount of this Note not converted, which new Note shall entitle the holder to interest on the principal amount to the same extent as if the unconverted portion of this Note had not been surrendered for conversion. Maker covenants that all Shares, which may be issued upon conversion, will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges caused or created by Maker with respect to the issuance. (d) Registration of Shares. Maker intends to file a Form S-3 Registration Statement on or before May 15, 2001 which will include the registration of Shares sufficient to enable Maker to issue to Payee registered shares to satisfy the conversion requirement provided under Section 6 and the payment of all interest using PIK Shares provided under Section 4. 7. Anti-Dilution. In the event that the Maker at any time after this Note is issued (i) issues Shares for cash or other property at a price less than $1.35 per share; (ii) declares a dividend on the outstanding common stock payable in Shares; (iii) subdivides the outstanding common stock; (iv) combines the outstanding common stock into a smaller number of Shares; or (v) issues any Shares by reclassification of the common stock (including any such reclassification in connection with a consolidation or merger in which the Maker is the surviving entity), then, in any such event, the conversion price and the number of Shares issuable upon conversion of this Note, as provided in Section 6, in effect at (a) the time of the issuance of such Shares for less than $1.35 per share; (b) the record date for such dividend; or (c) the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so as to prevent the dilution of conversion rights that Payee shall have been entitled to prior to such issuance of 3

shares, dividend, subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. 8. Prepayment. (a) Right to Prepay. Maker shall have the right to prepay in cash a portion or all of the principal and accrued interest on this Note provided that written notice is given to Payee at least 30 days in advance of the scheduled prepayment date. Maker's right to prepay is expressly conditioned on and shall not become effective until the common stock of the Maker, as quoted on the NASDAQ system, closes at a quoted price of at least $2.50 per share unless Payee waives such condition by written notification to Maker. (b) Prepayment Penalty. A prepayment penalty shall be paid in cash by Maker to Payee, at the time of prepayment of principal and accrued interest, as follows:
Prepayment Date --------------On or before April 30, 2002 After May 1, 2002 and before April 30, 2003 On or after May 1, 2003 Amount of Penalty ----------------10% of principal amount prepaid 5% of principal amount prepaid None

9. Events of Default. This entire principal balance of this Note shall, at the option of Payee, immediately be due and payable upon the occurrence of one or more of the following events (each, an "Event of Default"): (i) Maker shall default in the payment of the principal of or interest on this Note when the same shall become due and payable, whether by acceleration or otherwise; (ii) Maker shall default in the payment of principal of or any installment of interest on any other indebtedness for borrowed money or with respect to any of covenants or agreements contained in any evidence of indebtedness for borrowed money or agreement relating thereto; (iii) Maker shall apply for, or consent to, the appointment of a receiver, trustee or liquidator of Maker or of its property, admit in writing its inability to pay its debts as they mature, or make a general assignment for the benefit of creditors; or (v) Maker shall file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, or an arrangement with creditors, or a court order approving a petition filed against Maker under the Federal bankruptcy laws shall be entered against Maker, which order shall not have been vacated or set aside within 30 days. Upon the occurrence of any one or more Events of Default (i) Payee, at its option and without further notice, demand or presentment for 4

payment to Maker or others, may declare immediately due and payable the entire unpaid principal amount hereof; (ii) thereafter interest shall accrue on the outstanding principal balance at the highest rate permissible under Florida law, from the date of such Event of Default until the date the unpaid principal balance hereof is paid in full; and (iii) Maker shall pay all costs, fees and expenses, including, without limitation, reasonable trial and appellate attorneys' fees and expenses, paid or incurred by Payee in connection with collection of this Note, whether paid or incurred in connection with collection by suit or otherwise. The waiver by Payee of Maker's prompt and complete performance of, or default under, any provision of this Note shall not operate nor be construed as a waiver of any subsequent breach or default, and the failure by Payee to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of any such right or remedy upon the occurrence of any subsequent breach or default. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. 10. Representations of Payee. By acceptance of this Note, Payee represents and warrants to Maker that (i) Payee is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; is sophisticated in financial matters; is able to evaluate the risks and benefits of the investment in this Note and the Shares; and is able to make an informed investment decision; (ii) Payee is acquiring this Note and any Shares for Payee's own account for investment purposes, and Payee has no intention of selling this Note or any such Shares in a public distribution in violation of the federal securities laws or any applicable state securities laws; (iii) in acquiring this Note and any Shares, Payee is not relying upon any information other than the results of Payee's own independent investigation, and the following documents (the receipt of which are hereby acknowledged by Payee): (A) Maker's Annual Report on Form 10-K for its most recent fiscal year and Quarterly Reports on Form 10-Q filed since the end of its most recent fiscal year; (B) Maker's Proxy Statement for its most recent Annual Meeting of Shareholders and its Proxy Statement for the Special Meeting of Shareholders held on February 28, 2001; and (C) any current reports on Form 8-K filed by Maker since the end of its most recent fiscal year. 11. Miscellaneous. This Note shall be construed in accordance with and be governed by the internal laws of the State of Florida. Maker hereby: (i) waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold Maker liable with respect to this Note; (ii) waives any right to immunity from any such action or proceeding and waives any immunity or exemption of any property, wherever located, from garnishment, levy, execution, seizure or attachment prior to or in execution of judgment, or sale under execution or other process for the collection of debts; (iii) waives any right to interpose any set-off or non-compulsory counterclaim or to plead laches or 5

any statute of limitations as a defense in any such action or proceeding. Notwithstanding anything to the contrary contained herein, the interest rate payable hereon shall not exceed the maximum rate of interest permissible under applicable law. To the extent any payment to Payee, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to Maker or its successors or assigns under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the obligations, or part thereof, under this Note that have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction or satisfaction. Maker agrees to pay any documentary stamp required with respect to the execution, delivery, performance or enforcement of this Note. Maker's obligations hereunder shall be absolute and unconditional and shall not be affected by any circumstance, happening or event whatsoever, including any setoff, counterclaim, recoupment, defense or other right that Maker may have against Payee or any other person for any reason whatsoever, whether arising out of or as a result of any contract, agreement or transaction between Maker and Payee, or otherwise. This Note may not be modified, amended or terminated, except in a writing executed by Maker and Payee. Time is of the essence with respect to Maker's obligations and agreements under this Note. STREICHER MOBILE FUELING, INC.
By: /s/ Richard E. Gathright -------------------------------------Richard E. Gathright Chief Executive Officer and President

Accepted and Agreed: 6

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors and Stockholders Streicher Mobile Fueling, Inc. We consent to the incorporation by reference in the registration statement on Forms S-8 (Nos. 333-84275 and 333-79801) and S-3 (Nos. 333-30950, 333-30952 and 333-84273) of Streicher Mobile Fueling, Inc., of our report dated April 30, 2001, relating to the consolidated balance sheets of Streicher Mobile Fueling, Inc. and subsidiaries as of January 31, 2001 and 2000, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended January 31, 2001, and the related schedule, which report appears in the January 31, 2001 Annual Report on Form 10-K of Streicher Mobile Fueling, Inc.
/s/ KPMG LLP Fort Lauderdale, Florida

May 15, 2001