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                                 PROMISSORY NOTE

$3,150,000.00                                                 Newark, New Jersey
                                                                   May ___, 2005

FOR VALUE RECEIVED, ABLE ENERGY, INC., (the "BORROWER"), jointly and severally,
hereby promises to pay to the order of NORTHFIELD SAVINGS BANK (the "BANK"), at
its offices at 1410 St. Georges Avenue, Avenel, New Jersey 07001, or such other
place as Bank shall designate in writing from time to time, the principal sum of
Three Million One Hundred Fifty Thousand and 00/100 ($3,150,000.00) (the "LOAN")
in United States Dollars, together with interest thereon as hereinafter
provided.

1.      INTEREST RATE. Interest shall be charged on the outstanding principal
balance from the date hereof until the full amount of principal due hereunder
has been paid at a rate equal to [6.25%/7.00%] (the "Initial Rate") for the
first [five (5)/ten(10)] years (the "Initial Term"), which rate shall, on every
fifth (5th) anniversary of the date hereof (each, a "Reset Date"), be
redetermined at 300 basis points over the Five (5) Year Treasury Rate rounded to
the nearest 1/8th, but shall not be lower than the Initial Rate (the Initial
Rate as so redetermined, the "Interest Rate"). Interest shall be calculated
daily on the basis of the actual number of days elapsed over a 360 day year.
[OPTION TO BE DETERMINED BY BORROWER]

2.      PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be due
and payable in consecutive monthly installments (each, a "Monthly Payment") of
_________________ Dollars ($_____________) during the Initial Term, commencing
on July 1, 2005, and continuing on the 1st day of each month thereafter (each, a
"Payment Date"). Upon the first and each successive Reset Date, the Monthly
Payment shall be redetermined based on the then-applicable Interest Rate. All
unpaid principal and accrued interest thereon and all other amounts payable
hereunder shall be due and payable on June 1, 2030 (the "Maturity Date"). [TO BE
DETERMINED UPON ELECTION OF INTEREST OPTION BY BORROWER]

3.      APPLICATION OF PAYMENTS. Except as otherwise specified herein, each
payment or prepayment, if any, made under this Note shall be applied to pay late
charges, accrued and unpaid interest, principal, escrows (if any), and any other
fees, costs and expenses which Borrower is obligated to pay under this Note, in
such order as Bank may elect from time to time in its sole discretion.

4.      TENDER OF PAYMENT. All payments on this Note are payable on or before
2:00 p.m. on the due date thereof, at the office of Bank specified above and
shall be credited on the date the funds become available lawful money of the
United States. All sums payable to Bank which are due on a day on which Bank is
not open for business shall be paid on the next succeeding business day and such
extended time shall be included in the computation of interest.

5.      LATE CHARGE. In the event that any installment of principal or interest
required to be made by Borrower under this Note shall not be received by Bank on
or before its due date, Borrower shall pay to Bank, on demand, a late charge of
five percent (5%) of such delinquent payment. The foregoing right is in addition
to, and not in limitation of, any other rights which Bank may have upon
Borrower's failure to make timely payment of any amount due hereunder.

PREPAYMENT. This Note may be prepaid in whole or in part, together with accrued
interest on the amount prepaid and all other sums then due under this Note and
the Mortgage (as hereinafter defined) to the date of such prepayment, without
penalty or premium. Prepayments shall be applied on account of payments of
principal in inverse order of the stated maturities thereof.

6.      SECURITY FOR THE NOTE.

        6.1.    This Note is executed and delivered in accordance with a
commercial transaction described herein. As security for the payment of the
monies owing under this Note, Borrower has delivered or has caused to be
delivered to Bank the following (each a "LOAN DOCUMENT" and collectively with
this Note and any other guaranty, document, certificate or instrument executed
by Borrower or any

<PAGE>

other obligated party in connection with the Loan, together with all amendments,
modifications, renewals or extensions thereof, the "LOAN DOCUMENTS"): (a) a
Mortgage and Security Agreement (the "MORTGAGE") on certain real property and
the improvements situated thereon in the Township of Rockaway, County of Morris,
State/Commonwealth of New Jersey, as more fully described in the Mortgage (the
"PROPERTY"); and (b) an Absolute Assignment of Leases and Rents (the "ASSIGNMENT
OF LEASES") assigning all of the assignor's rights as lessor under all leases
affecting the Property.

        6.2.    Borrower hereby grants to Bank a continuing security interest in
all property of Borrower, now or hereafter in the possession of Bank, as
security for the payment of this Note and any other liabilities of Borrower to
Bank, which security interest shall be enforceable and subject to all the
provisions of this Note, as if such property were specifically pledged
hereunder.

7.      DEFAULT RATE. From and after the Maturity Date or from and after the
occurrence of an Event of Default hereunder, irrespective of any declaration of
maturity, all amounts remaining unpaid or thereafter accruing hereunder, shall,
at Bank's option, bear interest at a default rate of four percent (4%) per annum
above the interest rate then in effect as set forth herein (the "DEFAULT RATE"),
or the highest permissible rate under applicable usury law, whichever is less.
Such default rate of interest shall be payable upon demand, but in no event
later than when scheduled interest payments are due, and shall also be charged
on the amounts owed by Borrower to Bank pursuant to any judgments entered in
favor of Bank with respect to this Note.

8.      REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Bank
as follows:

        8.1.    ORGANIZATION, POWERS. Borrower (i) is (a) an adult individual
and is SUI JURIS, or (b) a corporation, general partnership, limited
partnership, or limited liability company (as indicated below), duly organized,
validly existing and in good standing under the laws of the state of its
organization, and is authorized to do business in each other jurisdiction
wherein its ownership of property or conduct of business legally requires such
authorization; (ii) has the power and authority to own its properties and assets
and to carry on its business as now being conducted and as now contemplated; and
(iii) has the power and authority to execute, deliver and perform, and by all
necessary action has authorized the execution, delivery and performance of, all
of its obligations under each Loan Document to which it is a party.

        8.2.    EXECUTION OF LOAN DOCUMENTS. Each of the Loan Documents to which
Borrower is a party has been duly executed and delivered by Borrower. Execution,
delivery and performance of each of the Loan Documents to which Borrower is a
party will not: (i) violate any of its organizational documents, provision of
law, order of any court, agency or other instrumentality of government, or any
provision of any indenture, agreement or other instrument to which it is a party
or by which it or any of its properties is bound; (ii) result in the creation or
imposition of any lien, charge or encumbrance of any nature, other than the
liens created by the Loan Documents; and (iii) require any authorization,
consent, approval, license, exemption of, or filing or registration with, any
court or governmental authority.

        8.3.    OBLIGATIONS OF BORROWER. Each of the Loan Documents to which
Borrower is a party is the legal, valid and binding obligation of Borrower,
enforceable against it in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws or equitable
principles relating to or affecting the enforcement of creditors' rights
generally. Borrower is obtaining the Loan for commercial purposes.

        8.4.    LITIGATION. There is no action, suit or proceeding at law or in
equity or by or before any governmental authority, agency or other
instrumentality now pending or, to the knowledge of Borrower, threatened against
or affecting Borrower or any of its properties or rights which, if adversely
determined, would materially impair or affect: (i) the value of any collateral
securing this Note; (ii) Borrower's right to carry on its business substantially
as now conducted (and as now contemplated); (iii) its financial condition; or
(iv) its capacity to consummate and perform its obligations under the Loan
Documents to which Borrower is a party.

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        8.5.    NO DEFAULTS. Borrower is not in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained herein or in any material agreement or instrument to which it is a
party or by which it or any of its properties is bound.

        8.6.    NO UNTRUE STATEMENTS. No Loan Document or other document,
certificate or statement furnished to Bank by or on behalf of Borrower contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein not
misleading. Borrower acknowledges that all such statements, representations and
warranties shall be deemed to have been relied upon by Bank as an inducement to
make the Loan to Borrower.

9.      COVENANTS.

        9.1.    OPERATING ACCOUNTS. Borrower shall maintain its primary
operating accounts at Bank.

        9.2.    FINANCIAL STATEMENTS; COMPLIANCE CERTIFICATE.

                9.2.1.  Borrower shall furnish to Bank the following financial
        information, in each instance prepared in accordance with generally
        accepted accounting principles consistently applied:

                        (a)     Not later than ninety (90) days after the end of
                each fiscal year, annual financial statements of Borrower
                including, without limitation, statements of financial
                condition, income and cash flows, a reconciliation of net worth,
                a listing of all contingent liabilities, notes to financial
                statements and any other information requested by Bank, audited
                by a certified public accountant acceptable to Bank.

                        (b)     Not later than thirty (30) days after the end of
                each interim fiscal half year, management-prepared financial
                statements of Borrower including, without limitation, statements
                of financial condition, income and cash flows, a reconciliation
                of net worth, a listing of all contingent liabilities, and any
                other information requested by Bank.

                        (c)     Not later than fifteen (15) days after filing
                with the Internal Revenue Service, a true and complete copy of
                the federal tax returns, including all schedules, of Borrower.

                        (d)     Not later than ninety (90) days after the end of
                each fiscal year and, if requested by Bank, not later than
                thirty (30) days after the end of each interim fiscal half year,
                financial statements in form reasonably satisfactory to Bank
                relating to the operation of the Property including, without
                limitation, a statement of cash flows, certified rent roll,
                summary of leases, a statement of profits and losses and any
                other information requested by Bank and audited by a certified
                public accountant acceptable to Bank.

                        (e)     At any time that Borrower seeks Bank's approval
                for a lease of all or a portion of the Property to an anchor
                tenant or to any other tenant occupying _____% or more of the
                gross rentable space or accounting for _____% or more of the
                gross rental income, annual financial statements of such tenant
                including, without limitation, statements of financial
                condition, income and cash flows, a reconciliation of net worth,
                a listing of all contingent liabilities, notes to financial
                statements, and any other information requested by Bank, audited
                by a certified public accountant acceptable to Bank.

                        (f)     Not later than fifteen (15) days after
                execution, copies of all permitted new or modified leases of the
                Property.

                        (g)     Such other information respecting the operations
                of Borrower and/or the Property as Bank may from time to time
                reasonably request.

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                9.2.2.  Borrower shall furnish to Bank, with each set of
        financial statements described herein, a compliance certificate signed
        by Borrower's chief financial officer certifying that: (i) all
        representations and warranties of Borrower set forth in this Note or any
        other Loan Document remain true and correct as of the date of such
        compliance certificate; (ii) none of the covenants of Borrower contained
        in this Note or any other Loan Document has been breached; and (iii) to
        its knowledge, no event has occurred which constitutes an Event of
        Default (or which, with the giving of notice or the passage of time, or
        both, would constitute an Event of Default) under this Note or any other
        Loan Document. In addition, Borrower shall promptly notify Bank of the
        occurrence of any default, Event of Default, adverse litigation or
        material adverse change in its financial condition.

        9.3.    INDEMNIFICATION.

                9.3.1.  Borrower hereby indemnifies and agrees to defend and
        hold harmless Bank, its officers, employees and agents, from and against
        any and all losses, damages, or liabilities and from any suits, claims
        or demands, including reasonable attorneys' fees incurred in
        investigating or defending such claim, suffered by any of them and
        caused by, arising out of, or in any way connected with the Loan
        Documents or the transactions contemplated therein (unless determined by
        a final judgment of a court of competent jurisdiction to have been
        caused solely by the gross negligence or willful misconduct of any of
        the indemnified parties) including, without limitation: (i) disputes
        with any architect, general contractor, subcontractor, materialman or
        supplier, or on account of any act or omission to act by Bank in
        connection with the Property; (ii) losses, damages (including
        consequential damages), expenses or liabilities sustained by Bank in
        connection with any environmental inspection, monitoring, sampling or
        cleanup of the Property required or mandated by any applicable
        environmental law; (iii) claims by any tenant or any other party arising
        under or in connection with any lease of all or any portion of the
        Property; (iv) any untrue statement of a material fact contained in
        information submitted to Bank by Borrower or the omission of any
        material fact necessary to be stated therein in order to make such
        statement not misleading or incomplete; (v) the failure of Borrower to
        perform any obligations herein required to be performed by Borrower; and
        (vi) the ownership, construction, occupancy, operation, use or
        maintenance of the Property.

                9.3.2.  In case any action shall be brought against Bank, its
        officers, employees or agents, in respect to which indemnity may be
        sought against Borrower, Bank or such other party shall promptly notify
        Borrower and Borrower shall assume the defense thereof, including the
        employment of counsel selected by Borrower and satisfactory to Bank, the
        payment of all costs and expenses and the right to negotiate and consent
        to settlement. Bank shall have the right, at its sole option, to employ
        separate counsel in any such action and to participate in the defense
        thereof, all at Borrower's sole cost and expense. Borrower shall not be
        liable for any settlement of any such action effected without its
        consent (unless Borrower fails to defend such claim), but if settled
        with Borrower's consent, or if there be a final judgment for the
        claimant in any such action, Borrower agrees to indemnify and hold
        harmless Bank from and against any loss or liability by reason of such
        settlement or judgment.

                9.3.3.  The provisions of this Section 10.5 shall survive the
        repayment or other satisfaction of the Liabilities.

10.     EVENTS OF DEFAULT. Each of the following shall constitute an event of
default hereunder (an "EVENT OF DEFAULT"): (a) the failure of Borrower to pay
any amount of principal or interest hereunder when due and payable; or (b) the
occurrence of any other default in any term, covenant or condition hereunder or
any Event of Default under the Mortgage or any other Loan Document.

11.     REMEDIES. If an Event of Default exists, Bank may exercise any right,
power or remedy permitted by law or as set forth herein or in the Mortgage or
any other Loan Document including, without limitation, the right to declare the
entire unpaid principal amount hereof and all interest accrued hereon,

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and all other sums secured by the Mortgage or any other Loan Document, to be,
and such principal, interest and other sums shall thereupon become, immediately
due and payable.

12.     MISCELLANEOUS.

        12.1.   DISCLOSURE OF FINANCIAL INFORMATION. Bank is hereby authorized
to disclose any financial or other information about Borrower to any regulatory
body or agency having jurisdiction over Bank and to any present, future or
prospective participant or successor in interest in any loan or other financial
accommodation made by Bank to Borrower. The information provided may include,
without limitation, amounts, terms, balances, payment history, return item
history and any financial or other information about Borrower.

        12.2.   INTEGRATION. This Note and the other Loan Documents constitute
the sole agreement of the parties with respect to the transaction contemplated
hereby and supersede all oral negotiations and prior writings with respect
thereto.

        12.3.   ATTORNEYS' FEES AND EXPENSES. If Bank retains the services of
counsel by reason of a claim of a default or an Event of Default hereunder or
under any of the other Loan Documents, or on account of any matter involving
this Note, or for examination of matters subject to Bank's approval under the
Loan Documents, all costs of suit and all reasonable attorneys' fees and such
other reasonable expenses so incurred by Bank shall be paid by Borrower, on
demand, and shall be deemed part of the obligations evidenced hereby.

        12.4.   NO IMPLIED WAIVER. Bank shall not be deemed to have modified or
waived any of its rights or remedies hereunder unless such modification or
waiver is in writing and signed by Bank, and then only to the extent
specifically set forth therein. A waiver in one event shall not be construed as
continuing or as a waiver of or bar to such right or remedy in a subsequent
event. After any acceleration of, or the entry of any judgment on, this Note,
the acceptance by Bank of any payments by or on behalf of Borrower on account of
the indebtedness evidenced by this Note shall not cure or be deemed to cure any
Event of Default or reinstate or be deemed to reinstate the terms of this Note
absent an express written agreement duly executed by Bank and Borrower.

        12.5.   WAIVER. Borrower, jointly and severally, waives demand, notice,
presentment, protest, demand for payment, notice of dishonor, notice of protest
and diligence of collection of this Note. Borrower consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Bank with respect to the payment or other provisions of this Note, and to the
release of any collateral, with or without substitution. Borrower agrees that
makers, endorsers, guarantors and sureties may be added or released without
notice and without affecting Borrower's liability hereunder. The liability of
Borrower shall not be affected by the failure of Bank to perfect or otherwise
obtain or maintain the priority or validity of any security interest in any
collateral. The liability of Borrower shall be absolute and unconditional and
without regard to the liability of any other party hereto.

        12.6.   NO USURIOUS AMOUNTS. Anything herein contained to the contrary
notwithstanding, Borrower does not agree and shall not be obligated to pay
interest hereunder at a rate which is in excess of the maximum rate permitted by
law. If by the terms of this Note, Borrower is at any time required to pay
interest at a rate in excess of such maximum rate, the rate of interest under
this Note shall be deemed to be immediately reduced to such maximum legal rate
and the portion of all prior interest payments in excess of such maximum legal
rate shall be applied to and shall be deemed to have been payments in reduction
of the outstanding principal balance. Borrower agrees that in determining
whether or not any interest payable under this Note exceeds the highest rate
permitted by law, any non-principal payment, including without limitation, late
charges, shall be deemed to the extent permitted by law to be an expense, fee or
premium rather than interest.

        12.7.   PARTIAL INVALIDITY. The invalidity or unenforceability of any
one or more provisions of this Note shall not render any other provision invalid
or unenforceable. In lieu of any invalid or unenforceable

                                      -5-
<PAGE>

provision, there shall be added automatically a valid and enforceable provision
as similar in terms to such invalid or unenforceable provision as may be
possible.

        12.8.   BINDING EFFECT. The covenants, conditions, waivers, releases and
agreements contained in this Note shall bind, and the benefits thereof shall
inure to, the parties hereto and their respective heirs, executors,
administrators, successors and assigns; provided, however, that this Note cannot
be assigned by Borrower without the prior written consent of Bank, and any such
assignment or attempted assignment by Borrower shall be void and of no effect
with respect to Bank.

        12.9.   MODIFICATIONS. This Note may not be supplemented, extended,
modified or terminated except by an agreement in writing signed by the party
against whom enforcement of any such waiver, change, modification or discharge
is sought.

        12.10.  SALES OR PARTICIPATIONS. Bank may from time to time sell or
assign, in whole or in part, or grant participations in, the Loan, this Note
and/or the obligations evidenced thereby. The holder of any such sale,
assignment or participation, if the applicable agreement between Bank and such
holder so provides, shall be: (a) entitled to all of the rights, obligations and
benefits of Bank; and (b) deemed to hold and may exercise the rights of setoff
or banker's lien with respect to any and all obligations of such holder to
Borrower, in each case as fully as though Borrower were directly indebted to
such holder. Bank may in its discretion give notice to Borrower of such sale,
assignment or participation; however, the failure to give such notice shall not
affect any of Bank's or such holder's rights hereunder.

        12.11.  JURISDICTION. Borrower irrevocably appoints each and every
owner, partner and/or officer of Borrower as its attorneys upon whom may be
served, by regular or certified mail at the address set forth below, any notice,
process or pleading in any action or proceeding against it arising out of or in
connection with this Note or any other Loan Document; and Borrower hereby
consents that any action or proceeding against it be commenced and maintained in
any court within the State of New Jersey by service of process on any such
owner, partner and/or officer; and Borrower agrees that the courts of such State
shall have jurisdiction with respect to the subject matter hereof and the person
of Borrower. Borrower agrees not to assert any defense to any action or
proceeding initiated by Bank based upon improper venue or inconvenient forum.

        12.12.  NOTICES. All notices and communications under this Note shall be
in writing and shall be given by either (a) hand-delivery, (b) first class mail
(postage prepaid), or (c) reliable overnight commercial courier (charges
prepaid), to the addresses listed in the Mortgage. Notice shall be deemed to
have been given and received: (i) if by hand delivery, upon delivery; (ii) if by
mail, three (3) calendar days after the date first deposited in the United
States mail; and (iii) if by overnight courier, on the date scheduled for
delivery. A party may change its address by giving written notice to the other
party as specified herein.

        12.13.  GOVERNING LAW. This Note shall be governed by and construed in
accordance with the substantive laws of the State of New Jersey without
reference to conflict of laws principles.

        12.14.  JOINT AND SEVERAL LIABILITY. If Borrower consists of more than
one person or entity, the word "Borrower" shall mean each of them and their
liability shall be joint and several.

        12.15.  CONTINUING ENFORCEMENT. If, after receipt of any payment of all
or any part of this Note, Bank is compelled or agrees, for settlement purposes,
to surrender such payment to any person or entity for any reason (including,
without limitation, a determination that such payment is void or voidable as a
preference or fraudulent conveyance, an impermissible setoff, or a diversion of
trust funds), then this Note and the other Loan Documents shall continue in full
force and effect or be reinstated, as the case may be, and Borrower shall be
liable for, and shall indemnify, defend and hold harmless Bank with respect to,
the full amount so surrendered. The provisions of this Section shall survive the
cancellation or termination of this Note and shall remain effective
notwithstanding the payment of the obligations evidenced hereby, the release of
any security interest, lien or encumbrance securing this Note or any other
action which Bank may have taken in reliance upon its receipt of such payment.
Any cancellation, release or other such

                                      -6-
<PAGE>

action shall be deemed to have been conditioned upon any payment of the
obligations evidenced hereby having become final and irrevocable.

        12.16.  ARBITRATION. Upon demand of either Borrower or Bank, whether
made before or after institution of any judicial proceeding, any claim or
controversy arising out of or relating to the Loan Documents (a "DISPUTE") shall
be resolved by binding arbitration conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the "ARBITRATION RULES") of the
American Arbitration Association (the "AAA") and the Federal Arbitration Act.
Disputes may include, without limitation, tort claims, counterclaims, a dispute
as to whether a matter is subject to arbitration, claims brought as class
actions, or claims arising from documents executed in the future. A judgment
upon the award may be entered in any court having jurisdiction. Notwithstanding
the foregoing, this arbitration provision does not apply to disputes under or
related to swap agreements. SPECIAL RULES. All arbitration hearings shall be
conducted in the city named in the address of Bank first stated above. A hearing
shall begin within 90 days of demand for arbitration and all hearings shall
conclude within 120 days of demand for arbitration. These time limitations may
not be extended unless a party shows cause for extension and then for no more
than a total of 60 days. The expedited procedures set forth in Rule 51 ET SEQ.
of the Arbitration Rules shall be applicable to claims of less than
$1,000.000.00. Arbitrators shall be licensed attorneys selected from the
Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not
waive applicable Federal or state substantive law except as provided herein.
PRESERVATION AND LIMITATION OF REMEDIES. Notwithstanding the preceding binding
arbitration provisions, Borrower and Bank agree to preserve, without diminution,
certain remedies that any party may exercise before or after an arbitration
proceeding is brought. The parties shall have the right to proceed in any court
of proper jurisdiction or by self-help to exercise or prosecute the following
remedies, as applicable: (i) all rights to foreclose against any real or
personal property or other security by exercising a power of sale or under
applicable law by judicial foreclosure including a proceeding to confirm the
sale; (ii) all rights of self-help including peaceful occupation of real
property and collection of rents, set-off, and peaceful possession of personal
property; (iii) obtaining provisional or ancillary remedies including injunctive
relief, sequestration, garnishment, attachment, appointment of receiver and
filing an involuntary bankruptcy proceeding; and (iv) when applicable, a
judgment by confession of judgment. Any claim or controversy with regard to any
party's entitlement to such remedies is a Dispute.

        12.17.  WAIVER OF JURY TRIAL. BORROWER AND BANK AGREE THAT, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY BANK OR BORROWER, ON OR WITH RESPECT TO THIS
NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BANK AND
BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY,
AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
PROCEEDING. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER,
IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS NOTE AND THAT BANK WOULD NOT EXTEND CREDIT TO BORROWER IF THE
WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.


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IN WITNESS WHEREOF, Borrower, intending to be legally bound, has duly executed
and delivered this Note as of the day and year first above written.

BORROWER:

ABLE ENERGY, INC.


By:
   ----------------------------------
   Name:
   Title:








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