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


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         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:


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         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.



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         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


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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


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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


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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)



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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.)




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