THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM.

THIS WARRANT MAY NOT BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY
AND LEGAL COUNSEL FOR THE COMPANY.


Void after 5:00 P.M., Fort Lauderdale,  Right to Purchase ________ Shares of the
Florida time, on                        Common Stock of January 24, 2009.
                                        Streicher Mobile Fueling, Inc.


                         STREICHER MOBILE FUELING, INC.

                             STOCK PURCHASE WARRANT

         Streicher Mobile Fueling, Inc., a Florida corporation (the "COMPANY"),
hereby certifies that for value received, [Name, Address and Social Security
Number of Holder] or his/hers/its assigns (the "HOLDER"), is entitled to
purchase, subject to the terms and conditions hereinafter set forth, an
aggregate of _________ (___) fully paid and nonassessable shares ("SHARES") of
the common stock of the Company ("COMMON STOCK"), at an exercise price per Share
equal to One Dollar and Sixty Cents ($1.60) per Share. The number of Shares to
be received upon the exercise of this Warrant and the price to be paid for a
Share may be adjusted from time to time as hereinafter set forth. The exercise
price of a Share in effect at any time and as adjusted from time to time is
hereinafter referred to as the "WARRANT PRICE."

     1. Term. The purchase right represented by this Warrant for ______ Shares
is exercisable for a period of four (4) years, but in no event later than 5:00
P.M., Fort Lauderdale, Florida time, on January 24, 2009 (the "EXPIRATION
DATE"). The Company shall be under no obligation to furnish to any Holder a
notice of the expiration of this Warrant.

     2. Method of Exercise; Payment; Issuance of New Warrant.

         (a)   Subject to Section 1 hereof, the purchase right represented by
this Warrant may be exercised by any Holder hereof, in whole or in part, by the
surrender of this Warrant (together with a duly executed notice of exercise,
substantially in the form attached hereto as Exhibit A) at the principal office
of the Company and the payment to the Company, in immediately available funds,
of an amount equal to the then applicable Warrant Price per Share multiplied by
the number of Shares then being purchased. If the Company is merged, acquired or
consolidated pursuant to a transaction in which the Company is not the surviving
party, such Holder may elect, or the Company may require, on the date of such

<PAGE>

merger, acquisition or consolidation, Holder to surrender some or all of the
rights represented by this Warrant in exchange for a number of Shares equal to
the value (as determined below) of the Warrant being surrendered, in which case
the number of Shares to be issued to the Holder upon such surrender shall be
computed using the following formula:

                  X     =    Y(A-B)
                             ------
                                 A

Where:            X     =    the number of shares of Common Stock to be issued
                             to the Holder.

                  Y     =    the number of shares of Common Stock with respect
                             to which this Warrant is being exercised.

                  A     =    the fair market value of one share of Common Stock.

                  B     =    Warrant Price.

         (b)   If any Holder does surrender such exercise right in conjunction
with a merger, acquisition or other consolidation pursuant to which the Company
is not the surviving party, then the fair market value of one share of Common
Stock shall be the value received by the holders of the Company's Common Stock
pursuant to such transaction for each share of Common Stock, and such purchase
shall be effective upon the closing of such transaction, subject to the due,
proper and prior surrender of this Warrant; or

         (c)   In the event of an exercise of the purchase right represented by
this Warrant, certificates for the Shares of stock so purchased shall be
delivered to the exercising Holder hereof within thirty (30) days of the
effective date of such purchase and, unless this Warrant has been fully
exercised or expired, a new Warrant representing the portion of the Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be issued to such Holder hereof within such thirty-day period. Upon the
effective date of such purchase, the exercising Holder shall be deemed to be the
holder of record of the Shares, even if a certificate representing such Shares
has not been delivered to such Holder or if such Shares have not yet been set
forth on the stock transfer books of the Company.

     3.  Stock Fully Paid; Reservation of Shares. All Shares which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issue thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserved for the purpose of the issue upon exercise
of the purchase rights evidenced by this Warrant, a sufficient number of Shares
of its Common Stock to provide for the exercise of the rights represented by
this Warrant.

     4.  Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:

                                       2
<PAGE>

         (a)   Reclassification or Merger. In case of any reclassification or
change of outstanding securities of the class issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the Company with or into another corporation (other
than a merger with another corporation in which the Company is a continuing
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the Company, the Company
shall, as a condition precedent to such transaction, (i) require the surrender
of the Warrant pursuant to Section 2 hereof, or (ii) execute a new Warrant or
cause such successor or purchasing corporation, as the case may be, to execute a
new Warrant, providing that the Holders shall have the right to exercise such
new Warrant and upon such exercise to receive, in lieu of each Share of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by the holder of one share of Common Stock,
or (iii) any combination thereof. Such new Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4. The provisions of this Section 4(a) shall
similarly apply to successive reclassifications, changes, mergers and transfers.

         (b)   Subdivision or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and unexpired shall subdivide or combine
its Common Stock, the Warrant Price shall be proportionately decreased in the
case of a subdivision or increased in the case of a combination.

         (c)   Stock Dividends. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend or other distribution with
respect to Common Stock or any other equity interest in the Company which is
payable in Common Stock (except any distribution specifically provided for in
the foregoing Sections 4(a) and 4(b)) then the Warrant Price shall be adjusted,
from and after the date of determination of stockholders entitled to receive
such dividend or distribution to that price determined by multiplying the
Warrant Price in effect immediately prior to such date of determination by a
fraction (a) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution and
(b) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution.

         (d)   Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price, the number of Shares of Common Stock purchasable hereunder shall
be adjusted, to the nearest whole Share, to the product obtained by multiplying
the number of Shares purchasable immediately prior to such adjustment in the
Warrant Price by a fraction, the numerator of which shall be the Warrant Price
immediately prior to such adjustment and the denominator of which shall be the
Warrant Price immediately thereafter.

     5.  Notice of Adjustments. Whenever the Warrant Price shall be adjusted
pursuant to Section 4 hereof, the Company shall make a certificate signed by its
chief financial officer setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Warrant Price or Prices after giving effect
to such adjustment, and shall cause copies of such certificate to be mailed (by
first class mail, postage prepaid) to the Holder.

     6.  Notice of Certain Actions. In the event that the Company shall propose
at any time:

               (i)   to declare any dividend or distribution upon any class or
     series of its stock, whether in cash, property, stock or other securities,
     whether or not a regular cash dividend and whether or not out of earnings
     or earned surplus;

               (ii)  to offer for subscription pro rata to the Holders of any
     class or series of its stock any additional shares of stock of any class or
     series or other rights;

               (iii) to effect any reclassification or recapitalization of its
     Common Stock outstanding involving a change in the Common Stock; or

               (iv)  to merge or consolidate with or into any other corporation,
     or sell, lease or convey all or substantially all its assets or property,
     or to liquidate, dissolve or wind up, whether voluntary or involuntary,

     then in connection with each such event, the Company shall send to the
Holder:

                     (1)  in respect of the matters referred to in (i) and (ii)
     above, at least ten (10) days' prior written notice of the date on which a
     record shall be taken for such dividend, distribution or subscription
     rights (and specifying the date on which the holders of Common Stock shall
     be entitled thereto) or for determining rights to vote;

                     (2)  in the case of the matters referred to in (iii) and
     (iv) above, at least ten (10) days' prior written notice of the date for
     the determination of stockholders entitled to vote thereon (and specifying
     the date on which the holders of Common Stock Shares shall be entitled to
     exchange their Common Stock for securities or other property deliverable
     upon the occurrence of such event); and

                     (3)  prompt notice of any material change in the terms of
     any transaction described in (i) through (iv) above.

     Each such written notice shall be delivered personally or given by first
class mail, postage prepaid, addressed to the Holders of the Warrants at the
address for each such Holder as shown on the books of this Company.

     7.  Fractional Shares. No fractional Shares of Common Stock will be issued
in connection with any exercise hereunder, but in lieu of such fractional Shares
the Company shall make a cash payment therefore in an amount determined in such
reasonable manner as may be prescribed by the board of directors of the Company.

                                       4
<PAGE>

     8.  Redemption. The Company shall have the right to redeem the Warrant at
any time after July 24, 2006, at $.01 per share if the Common Stock trades at
two hundred (200%) of the Warrant Price for any twenty (20) consecutive trading
days beginning anytime on or after such date. For purposes hereof, "trading day"
shall mean any day on which the principal exchange or quotation service on which
the Company's Common Stock is traded is (i) open for trading and (ii) publishes
a closing bid price for the Common Stock. At least fifteen (15) days before the
redemption date, the Company shall mail, or cause to be mailed, by first class
mail, a notice of redemption to the Holder at the Holder's address in the
Company's records. The notice shall state:

         (a)   the redemption date;

         (b)   the redemption price; and

         (c)   that this Warrant called for redemption must be surrendered to
the Company to collect the redemption price.

     9.  Compliance with Securities Act. The Holders, by acceptance hereof,
agree that this Warrant and the Shares to be issued upon exercise hereof are
being acquired for investment and that no Holder will offer, sell or otherwise
dispose of this Warrant or any Shares to be issued upon exercise hereof except
under circumstances which will not result in a violation of the Securities Act
of 1933, as amended (the "SECURITIES ACT"). Upon any acquisition or exercise of
this Warrant or any portion thereof, the exercising Holder shall confirm in
writing, in a form attached hereto as Exhibit B, that the Shares so purchased
are being acquired for investment and not with a view toward distribution or
resale other than by a registration statement filed by the Company. In addition,
in the absence of such registration, the exercising Holder shall provide such
additional information regarding such Holder's financial and investment
background as the Company may reasonably request. All Shares issued upon
exercise of this Warrant (unless registered under the Securities Act) shall be
stamped or imprinted with a legend in substantially the following form:

     The Shares represented by this Certificate have not been registered
     under the Securities Act of 1933 (the "SECURITIES ACT") or the
     securities laws of any state and are "restricted securities" as that
     term is defined in Rule 144 under the Securities Act. Such Shares may
     not be offered for sale, sold or otherwise transferred except pursuant
     to an effective registration statement under the Securities Act and the
     applicable state securities laws or pursuant to an exemption from
     registration thereunder, the availability of which is to be established
     to the satisfaction of counsel to the issuer.

     10. Registration Rights. Nothing contained in this Section 10 shall be
construed as requiring the exercise of the Warrant prior to the initial filing
of any registration statement provided for in this Section 10 or the
effectiveness thereof.

         (a)   Demand Registration. At any time commencing on the date of
issuance of this warrant as shown on the signature page hereto (the "ISSUE
DATE") and on or before the Expiration Date, the holders of at least sixty-six
and two-thirds percent (662/3%) of the shares (the "REGISTRABLE SHARES")
issuable upon exercise of (i) the Warrants (as defined in the Securities
Purchase Agreement) issued in accordance with the Securities Purchase Agreement
dated January 25, 2005 (the "SECURITIES PURCHASE AGREEMENT") between the
Company, the Holder and the other Purchasers (as defined therein) and (ii) the
warrants issued to Philadelphia Brokerage Corporation as placement agent for the
offering in which this Warrant was issued, shall have the right to request
registration under the Securities Act for all or any portion of the Registrable
Shares upon the terms and conditions set forth in this Section 10(a). Promptly
after receipt of a request for registration pursuant to this Section 10(a) the
Company shall notify the Holder in writing of such request for registration.
Upon receipt of such notice from the Company (the "COMPANY NOTICE"), the Holder
may give the Company a written request to register all or some of the Holder's
Shares in the Registration Statement described in the Company Notice (the
"DEMAND NOTICE"), provided that such Demand Notice is given within ten (10) days
after the date on which the Company Notice is given (with such request stating
(i) the amount of Shares to be included and (ii) any other information
reasonably requested by the Company to properly effect the registration of such
Shares). The Company shall, as soon as practicable after the date on which the
Company Notice is given, file with the Securities and Exchange Commission (the
"SEC") and use its best efforts to cause to become effective a Registration
Statement which shall cover the Shares specified in the Demand Notice and in any
written request from any other Purchaser received by the Company within ten (10)
days of the date on which the Company Notice is given. No right to registration
of Shares under this Section 10(a) shall be construed to limit any registration
required under Section 10(b) hereof. The obligations of the Company under this
Section 10(a) shall expire after the Company has afforded the Holder the
opportunity to exercise registration rights under this Section 10(a) for one
registration.

         (b)   Piggy-back Registration. If at any time commencing on the Issue
Date and on or before the Expiration Date, the Company shall determine to
prepare and file with the SEC a Registration Statement relating to an offering
for its own account or the account of others under the Securities Act of any
securities of the Company, other than on Form S-4 or Form S-8 or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with employee benefit plans, the Company shall send to the Holder
written notice of such determination and if, within ten (10) days after receipt
of such notice, Holder shall so request in writing, the Company shall include in
such Registration Statement all or any part of the Shares the Holder requests to
be registered, except that if, in connection with any underwritten public
offering for the account of the Company, the managing underwriter(s) thereof
shall impose a limitation on the number of Registrable Shares which may be
included in the Registration Statement because, in such underwriter(s)'
judgment, such limitation is necessary to effect an orderly public distribution,
then the Company shall be obligated to include in such Registration Statement
only such limited portion of the Registrable Shares with respect to which Holder
has requested inclusion. Any exclusion of Registrable Shares shall be made pro
rata among all Purchasers who have requested that Registrable Shares be
included, in proportion to the number of Registrable Shares specified in their
respective requests; provided, however, that the Company shall not exclude any
Registrable Shares unless the Company has first excluded all outstanding
securities the holders of which are not entitled by right to inclusion of
securities in such Registration Statement; and provided further, however, that,
after giving effect to the immediately preceding proviso, any exclusion of
Registrable Shares shall be made pro rata with holders of other securities
having the right to include such securities in the Registration Statement, based
on the number of securities for which registration is requested except to the
extent such pro rata exclusion of such other securities is prohibited under any
written agreement entered into by the Company with the holder of such other
securities prior to the Issue Date, in which case such other securities shall be
excluded, if at all, in accordance with the terms of such agreement. No right to
registration of Shares under this Section 10(b) shall be construed to limit any
registration required under Section 10(a) hereof. The obligations of the Company
under this Section 10(b) may be waived by holders of at least sixty-six and
two-thirds percent (662/3%) of the Registrable Shares.

         (c)   Obligations of the Company. In connection with the registration
of the Shares, the Company shall:

               (i)   prepare promptly and file with the SEC the Registration
     Statement provided in Section 10(a) with respect to the Shares and
     thereafter to use its best efforts to cause such Registration Statement
     relating to the Shares to become effective as soon as possible after such
     filing, and keep the Registration Statement effective at all times until
     the earlier of (A) two (2) years from the Expiration Date or (B) the date
     on which all Registrable Shares have been sold by the holders thereof (the
     "REGISTRATION Period"); submit to the SEC, within three (3) Business Days
     after the Company learns that no review of the Registration Statement will
     be made by the staff of the SEC or the staff of the SEC has no further
     comments on the Registration Statement, as the case may be, a request for
     acceleration of the effectiveness of the Registration Statement to a time
     and date not later than forty-eight (48) hours after the submission of such
     request; notify the Holder of the effectiveness of the Registration
     Statement on the date the Registration Statement is declared effective;
     and, the Company represents and warrants to, and covenants and agrees with
     the Holder that the Registration Statement (including any amendments or
     supplements thereto and prospectuses contained therein, at the time it is
     first filed with the SEC, at the time it is ordered effective by the SEC
     and at all times during which it is required to be effective hereunder) and
     each such amendment and supplement at the time it is filed with the SEC and
     all times during which it is available for use in connection with the offer
     and sale of Shares shall not contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein, or
     necessary to make the statements therein, in light of the circumstances in
     which they were made, not misleading;

               (ii)  prepare and file with the SEC such amendments (including
     post-effective amendments) and supplements to the Registration Statement
     and the prospectus used in connection with the Registration Statement as
     may be necessary to keep the Registration Statement effective at all times
     during the Registration Period, and during the Registration Period, comply
     with the provisions of the Securities Act with respect to the disposition
     of all Shares covered by the Registration Statement until such time as all
     of such Shares have been disposed of in accordance with the intended
     methods of disposition by the Holder as set forth in the Registration
     Statement;

               (iii) furnish to the Holder (1) promptly after the same is
     prepared and publicly distributed, filed with the SEC or received by the
     Company, one copy of the Registration Statement and any amendment thereto,
     each preliminary prospectus and prospectus and each amendment or supplement
     thereto, each letter written by or on behalf of the Company to the SEC or
     the staff of the SEC and each item of correspondence from the SEC or the
     staff of the SEC relating to such Registration Statement (other than any
     portion of any thereof which contains information for which the Company has
     sought confidential treatment) and (2) such number of copies of a
     prospectus, including a preliminary prospectus and all amendments and
     supplements thereto and such other documents, as such Holder reasonably may
     request in order to facilitate the disposition of the Shares;

               (iv)  use best efforts to register and qualify the Shares covered
     by the Registration Statement under such securities or blue sky laws of
     such jurisdictions as the Purchasers who hold at least sixty-six and
     two-thirds percent (662/3%) of the Registrable Shares being offered
     reasonably request and use reasonable efforts to (1) prepare and file in
     those jurisdictions such amendments (including post-effective amendments)
     and supplements to such registrations and qualifications as may be
     necessary to maintain the effectiveness thereof at all times until the end
     of the Registration Period, (2) take such other actions as may be necessary
     to maintain such registrations and qualifications in effect at all times
     during the Registration Period and (3) take all other actions reasonably
     necessary or advisable to qualify the Shares for sale in such
     jurisdictions; provided, however, that the Company shall not be required in
     connection therewith or as a condition thereto (1) to qualify to do
     business in any jurisdiction where it would not otherwise be required to
     qualify but for this Section 10(c)(iv), (2) to subject itself to general
     taxation in any such jurisdiction, (3) to file a general consent to service
     of process in any such jurisdiction or (4) to make any change in its
     Articles of Incorporation or Bylaws which the Board of Directors of the
     Company determines to be contrary to the best interests of the Company and
     its stockholders;

               (v)   as promptly as practicable after becoming aware of such
     event or circumstance, notify the Holder of any event or circumstance of
     which the Company has knowledge, as a result of which the prospectus
     included in the Registration Statement, as then in effect, includes an
     untrue statement of a material fact or omits to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading,
     and use its reasonable best efforts promptly to prepare a supplement or
     amendment to the Registration Statement to correct such untrue statement or
     omission, file such supplement or amendment with the SEC at such time as
     shall permit the Holder to sell Shares pursuant to the Registration
     Statement as promptly as practicable, and deliver a number of copies of
     such supplement or amendment to the Holder as the Holder may reasonably
     request;

               (vi)  as promptly as practicable after becoming aware of such
     event, notify the Holder (or, in the event of an underwritten offering the
     managing underwriters) of the issuance by the SEC of any stop order or
     other suspension of effectiveness of the Registration Statement at the
     earliest possible time;

               (vii) permit one legal counsel designated by the Purchasers
     holding at least sixty-six and two-thirds percent (662/3%) of the
     Registrable Shares being sold to review and comment on the Registration
     Statement and all amendments and supplements thereto a reasonable period of
     time prior to their filing with the SEC;

               (viii) make generally available to its security holders as soon
     as practical, but not later than ninety (90) days after the close of the
     period covered thereby, an earnings statement (in form complying with the
     provisions of Rule 158 under the Securities Act) covering a twelve (12)
     month period beginning not later than the first day of the Company's fiscal
     quarter next following the effective date of the Registration Statement;

               (ix)  during the period the Company is required to maintain
     effectiveness of the Registration Statement pursuant to Section 10(c)(i),
     the Company shall not bid for or purchase any Common Stock or other
     securities or any right to purchase Common Stock or other securities or
     attempt to induce any person to purchase any such security or right if such
     bid, purchase or attempt would in any way limit the right of the Holder to
     sell Shares by reason of the limitations set forth in Regulation M under
     the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and

               (x)   take all other reasonable actions necessary to expedite and
     facilitate disposition by the Holder of the Shares pursuant to the
     Registration Statement.

         (d)   Obligations of the Holder. In connection with the registration of
the Shares, the Holder shall have the following obligations:

               (i)   it shall be a condition precedent to the obligations of the
     Company to complete the registration pursuant hereto with respect to the
     Holder's Shares that the Holder shall furnish to the Company such
     information regarding Holder, the Shares held by Holder and the intended
     method of disposition of the Shares held by Holder as shall be reasonably
     required to effect the registration of such Shares and shall execute such
     documents in connection with such registration as the Company may
     reasonably request. At least five (5) days prior to the first anticipated
     filing date of the Registration Statement, the Company shall notify the
     Holder of the information the Company requires from the Holder (the
     "REQUESTED INFORMATION") if any of Holder's Shares are eligible for
     inclusion in the Registration Statement. If at least two (2) Business Days
     prior to the filing date the Company has not received the Requested
     Information from the Holder (at such time Holder becoming a "NON-RESPONSIVE
     HOLDER"), then the Company may file the Registration Statement without
     including the Shares but shall not be relieved of its obligation to file a
     Registration Statement with the SEC relating to the Shares of
     Non-Responsive Holder promptly after Non-Responsive Holder provides the
     Requested Information;

               (ii)  by Holder's acceptance of the Shares, Holder agrees to
     cooperate with the Company as reasonably requested by the Company in
     connection with the preparation and filing of the Registration Statement
     hereunder, unless Holder has notified the Company in writing of such
     Holder's election to exclude all of Holder's Shares from the Registration
     Statement;

               (iii) in the event Purchasers holding at least sixty-six and
     two-thirds percent (662/3%) of the Registrable Shares being registered
     determine to engage the services of an underwriter, Holder agrees to enter
     into and perform Holder's obligations under an underwriting agreement, in
     usual and customary form, including, without limitation, customary
     indemnification and contribution obligations, with the managing underwriter
     of such offering and take such other actions as are reasonably required in
     order to expedite or facilitate the disposition of Shares, unless Holder
     has notified the Company in writing of the Holder's election to exclude all
     of Holder's Shares from the Registration Statement;

               (iv)  Holder agrees that, upon receipt of any notice from the
     Company of the happening of any event of the kind described in Section
     10(c)(v), Holder will immediately discontinue disposition of Shares
     pursuant to the Registration Statement covering such Shares until Holder's
     receipt of the copies of the supplemented or amended prospectus
     contemplated by Section 10(c)(v) and, if so directed by the Company, Holder
     shall deliver to the Company (at the expense of the Company) or destroy
     (and deliver to the Company a certificate of destruction) all copies in
     such Holder's possession of the prospectus covering such Shares current at
     the time of receipt of such notice;

               (v)   Holder may not participate in any underwritten registration
     hereunder unless Holder (1) agrees to sell Holder's Shares on the basis
     provided in any underwriting arrangements approved by the Purchasers
     entitled hereunder to approve such arrangements, (2) completes and executes
     all questionnaires, powers of attorney, indemnities, underwriting
     agreements and other documents reasonably required under the terms of such
     underwriting arrangements and (3) agrees to pay its pro rata share of all
     underwriting discounts and commissions and other fees and expenses of
     investment bankers and any manager or managers of such underwriting and
     legal expenses to the underwriters applicable with respect to its Shares,
     in each case to the extent not payable by the Company pursuant to the terms
     of this Agreement; and

               (vi)  Holder agrees to take all reasonable actions necessary to
     comply with the prospectus delivery requirements of the Securities Act
     applicable to its sales of Shares.

         (e)   Expenses of Registration. All costs and expenses, other than
underwriting or brokerage discounts, commissions and other fees related to the
distribution of the Registrable Shares, incurred in connection  with
registrations, filings or qualifications pursuant to Sections 10(a) and 10(b),
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees and the fees and disbursement of counsel for
the Company shall be borne by the Company, provided, however, that the Holder
together with the other Purchasers shall bear the fees and out-of-pocket
expenses of the one legal counsel selected by the Purchasers pursuant to Section
10(c)(vii) hereof.

         (f)   Indemnification. In the event any Shares are included in a
Registration Statement under this Agreement:

               (i)   To the extent permitted by law, the Company will indemnify
     and hold harmless Holder, the directors, if any, of Holder, the officers,
     if any, of Holder, each person, if any, who controls Holder within the
     meaning of the Securities Act or the Exchange Act, any underwriter (as
     defined in the Securities Act) for Holder, the directors, if any, of such
     underwriter and the officers, if any, of such underwriter, and each person,
     if any, who controls any such underwriter within the meaning of the
     Securities Act or the Exchange Act (each, an "INDEMNIFIED PERSON"), against
     any losses, claims, damages, liabilities or expenses (joint or several)
     incurred (collectively, "CLAIMS") to which any of them may become subject
     under the Securities Act, the Exchange Act or otherwise, insofar as such
     Claims (or actions or proceedings, whether commenced or threatened, in
     respect thereof) arise out of or are based upon any of the following
     statements, omissions or violations in the Registration Statement or any
     post-effective amendment thereof, or any prospectus included therein: (1)
     any untrue statement or alleged untrue statement of a material fact
     contained in the Registration Statement or any post-effective amendment
     thereof or the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, (2) any untrue statement or alleged untrue
     statement of a material fact contained in any preliminary prospectus if
     used prior to the effective date of such Registration Statement, or
     contained in the final prospectus (as amended or supplemented, if the
     Company files any amendment thereof or supplement thereto with the SEC) or
     the omission or alleged omission to state therein any material fact
     necessary to make the statements made therein, in light of the
     circumstances under which the statements therein were made, not misleading
     or (3) any violation or alleged violation by the Company of the Securities
     Act, the Exchange Act, any state securities law or any rule or regulation
     under the Securities Act, the Exchange Act or any state securities law (the
     matters in the foregoing clauses (1) through (3) being, collectively,
     "Violations.") Subject to the restrictions set forth in Section 10(f)(iv)
     with respect to the number of legal counsel, the Company shall reimburse
     Holder and the other Indemnified Persons, promptly as such expenses are
     incurred and are due and payable, for any legal fees or other reasonable
     expenses incurred by them in connection with investigating or defending any
     such Claim. Notwithstanding anything to the contrary contained herein, the
     indemnification agreement contained in this Section 10(f)(i): (1) shall not
     apply to a Claim arising out of or based upon a Violation which occurs in
     reliance upon and in conformity with information furnished in writing to
     the Company by any Indemnified Person or underwriter for such Indemnified
     Person expressly for use in connection with the preparation of the
     Registration Statement, the prospectus or any such amendment thereof or
     supplement thereto, if such prospectus was timely made available by the
     Company pursuant to Section 10(c)(iii) hereof; (2) with respect to any
     preliminary prospectus shall not inure to the benefit of any Indemnified
     Person if the untrue statement or omission of material fact contained in
     the preliminary prospectus was corrected in the prospectus, as then amended
     or supplemented, if such prospectus was timely made available by the
     Company pursuant to Section 10(c)(iii) hereof, and (3) shall not apply to
     amounts paid in settlement of any Claim if such settlement is effected
     without the prior written consent of the Company, which consent shall not
     be unreasonably withheld. Such indemnity shall remain in full force and
     effect regardless of any investigation made by or on behalf of the
     Indemnified Person and shall survive the transfer of the Shares by Holder.

               (ii)  In connection with any Registration Statement in which
     Holder is participating, Holder agrees to indemnify and hold harmless, to
     the same extent and in the same manner set forth in Section 10(f)(i), the
     Company, each of its directors, each of its officers who signs the
     Registration Statement, each person on, if any, who controls the Company
     within the meaning of the Securities Act or the Exchange Act, any
     underwriter and any other stockholder selling securities pursuant to the
     Registration Statement or any of its directors or officers or any person
     who controls such stockholder or underwriter within the meaning of the
     Securities Act or the Exchange Act (collectively and together with an
     Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim to which any
     of them may become subject, under the Securities Act, the Exchange Act or
     otherwise, insofar as such Claim arises out of or is based upon any
     Violation, in each case to the extent (and only to the extent) that such
     Violation occurs in reliance upon and in conformity with written
     information furnished to the Company by Holder expressly for use in
     connection with such Registration Statement, and Holder will reimburse any
     legal or other expenses reasonably incurred by any Indemnified Party,
     promptly as such expenses are incurred and are due and payable, in
     connection with investigating or defending any such Claim; provided,
     however, that the indemnity agreement contained in this Section 10(f)(ii)
     shall not apply to amounts paid in settlement of any Claim if such
     settlement is effected without the prior written consent of Holder, which
     consent shall not be unreasonably withheld; provided further, however, that
     Holder shall be liable under this Section 10(f)(ii) for only that amount of
     a Claim as does not exceed the amount by which the net proceeds to Holder
     from the sale of Shares pursuant to such Registration Statement exceeds the
     cost of such Shares to Holder. Such indemnity shall remain in full force
     and effect regardless of any investigation made by or an behalf of such
     Indemnified Party and shall survive the transfer of the Shares by Holder.
     Notwithstanding anything to the contrary contained herein, the
     indemnification agreement contained in this Section 10(f)(ii) with respect
     to any preliminary prospectus shall not inure to the benefit of any
     Indemnified Party if the untrue statement or omission of material fact
     contained in the preliminary prospectus was corrected on a timely basis in
     the prospectus, as then amended or supplemented.

               (iii) The Company shall be entitled to receive indemnities from
     underwriters, selling brokers, dealer managers and similar securities
     industry professionals participating in any distribution, to the same
     extent as provided above, with respect to information so furnished in
     writing by such persons expressly for inclusion in the Registration
     Statement.

               (iv)  Promptly after receipt by an Indemnified Person or
     Indemnified Party under this Section 10(f) of notice of the commencement of
     any action (including any governmental action), such Indemnified Person or
     Indemnified Party shall, if a Claim in respect thereof is to be made
     against any indemnifying party under this Section 10(f), deliver to the
     indemnifying party a written notice of the commencement thereof and the
     indemnifying party shall have the right to participate in, and, to the
     extent the indemnifying party so desires, jointly with any other
     indemnifying party similarly noticed, to assume control of the defense
     thereof with counsel selected by the indemnifying party but reasonably
     acceptable to the Indemnified Person or the Indemnified Party, as the case
     may be; provided, however, that an Indemnified Person or Indemnified Party
     shall have the right to retain its own counsel with the fees and expenses
     to be paid by the indemnifying party, if, in the reasonable opinion of
     counsel retained by the indemnifying party, the representation by such
     counsel of the Indemnified Person or Indemnified Party and the indemnifying
     party would be inappropriate due to actual or potential differing interests
     between such Indemnified Person or Indemnified Party and any other party
     represented by such counsel in such proceeding. In such event, the Company
     shall pay for only one separate legal counsel for the Purchasers; such
     legal counsel shall be selected by the Purchasers holding at least
     sixty-six and two-thirds percent (662/3%) of the Registrable Shares
     included in the Registration Statement to which the Claim relates. The
     failure to deliver written notice to the indemnifying party within a
     reasonable time of the commencement of any such action shall not relieve
     such indemnifying party of any liability to the Indemnified Person or
     Indemnified Party under this Section 10(f), except to the extent that the
     indemnifying party is prejudiced in its ability to defend such action. The
     indemnification required by Section 10(f) shall be made by periodic
     payments of the amount thereof during the course of the investigation or
     defense, as such expense, loss, damage or liability is incurred and is due
     and payable.

               (v)   The agreements, representations and warranties of the
     Company and Holder set forth or provided in this Section 10 shall survive
     any exercise of this Warrant and the delivery of and payment for the Shares
     hereunder and shall remain in full force and effect, regardless of any
     investigation made by or on behalf of the Company and Holder.

     11. Rights of Stockholders. Holder shall not be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities of the
Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon Holder,
any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise before the Warrant or Warrants
shall have been exercised and the Shares purchasable upon the exercise hereof
shall have become deliverable, as provided herein.

     12. Governing Law. The terms and conditions of this Warrant shall be
governed by and construed in accordance with Florida law.

                                       13
<PAGE>

     13. Miscellaneous. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the Company and the registered Holder hereof. All notices and other
communications from the Company to Holder shall be mailed by first-class
registered or certified mail, postage prepaid, to the address furnished to the
Company in writing by the last Holder of this Warrant who shall have furnished
an address to the Company in writing.


                               STREICHER MOBILE FUELING, INC.



                               By:
                                  ----------------------------------------------
                                    Richard E. Gathright, President and
                                    Chief Executive Officer


Issue Date:  January 25, 2005

                                       14
<PAGE>

                                   EXHIBIT A
                            TO STOCK PURCHASE WARRANT


                               NOTICE OF EXERCISE

TO:      STREICHER MOBILE FUELING, INC.

         1. The undersigned hereby elects to purchase ____________ Shares of
Common Stock of Streicher Mobile Fueling, Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
Shares in full, together with all applicable transfer taxes, if any.

         2. Please issue a certificate or certificates representing said Shares
of Common Stock in the name of the undersigned or in such other names as is
specified below:

                      ____________________________________

                      ____________________________________

                      ____________________________________


         3. [For use only in the absence of an effective registration statement
covering the Shares] The undersigned represents that the aforesaid Shares of
Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such Shares. In support thereof, the undersigned has
executed an Investment Representation Statement attached hereto as Exhibit B.



Date:
     ---------------------              ----------------------------------------
                                                      (Signature)
<PAGE>

                                    EXHIBIT B
                            TO STOCK PURCHASE WARRANT


                       INVESTMENT REPRESENTATION STATEMENT



PURCHASER:
                  --------------------------------------------

COMPANY:          STREICHER MOBILE FUELING, INC.

SECURITY:         COMMON STOCK PURCHASE WARRANT AND UNDERLYING
                  COMMON STOCK

AMOUNT:
                  --------------------------------------------

DATE:
                  --------------------------------------------


         In connection with the purchase of the above-listed securities (the
"SECURITIES"), the undersigned (the "PURCHASER") represents to the Company the
following:

         (a) The Purchaser is aware of the Company's business affairs and
financial condition, and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. The
Purchaser is purchasing these Securities for the Purchaser's own account for
investment purposes only and not with a view to, or for the resale in connection
with, any "distribution" thereof for purposes of the Securities Act of 1933, as
amended (the "SECURITIES ACT").

         (b) The Purchaser understands that the Securities have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of the Purchaser's investment intent as expressed herein. In this
connection, the Purchaser understands that, in the view of the Securities and
Exchange Commission ("SEC"), the statutory basis for such exemption may be
unavailable if the Purchaser's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future.

         (c) The Purchaser further understands that the Securities must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, the Purchaser
understands that the Company is under no obligation to register the Securities
except as set forth in the Warrant. In addition, the Purchaser understands that
the certificate evidencing the Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.
<PAGE>

         (d) The Purchaser is aware of the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public resale of
"restricted securities" acquired, directly or indirectly, from the issuer
thereof (or from an affiliate of such issuer), in a non- public offering subject
to the satisfaction of certain conditions.

         (e) The Purchaser further understands that at the time the Purchaser
wishes to sell the Securities there may be no public market upon which to make
such a sale.

         (f) The Purchaser further understands that in the event all of the
requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the SEC has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or
sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.


                                         Signature of Purchaser:


Date:
     -------------------------           ---------------------------------------



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