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                                 PROMISSORY NOTE


$1,730,000                                                         July 21, 2005


        FOR VALUE RECEIVED, All American Plazas, Inc., (the "Maker"), herby
promises to pay Able Energy, Inc., or its assigns (the "Payee"), the principal
sum of On Million Seven Hundred Thirty Thousand ($1,730,000), in lawful money of
the United States. The outstanding principal on this Note shall bear interest at
the rate of 3.5% per annum. All payments of principal and all accrued interest
on this Note shall be payable sixty (60) days after the date hereof. However,
Maker may extend the repayment of principal and all accrued interest for an
additional thirty (30) days upon written request to Payee. All Sum due pursuant
to this Note, shall be payable in one lump sum together with all accrued but
unpaid interest. This Note can be prepaid in whole or in part at any time
without the consent of the Payee.

        Upon the occurrence of any of the following events (each an "Event of
Default" and collectively, the "Events of Default"), in addition to all rights
and remedies of Payee under applicable law or otherwise, all such rights and
remedies being cumulative, not exclusive and enforceable alternatively,
successively and concurrently, at its option, Payee may declare all amounts
owing under this Note, to be due and payable , whereupon the then unpaid balance
hereof together with all interest accrued thereon, shall forthwith become due
and payable, together with interest accruing thereafter at a rate equal to
eighteen percent (18%) per annum until the indebtedness evidenced by this Note
is paid in full, plus all costs and expenses of collection or enforcement
hereof, including, but not limited to, attorney's fees and expenses:

        (a)     failure by Maker to pay the principal or interest of the Note or
                any installment thereof when due, whether on the date fixed for
                payment or by acceleration or otherwise; or
        (b)     if Maker or any other authorized person or entity shall take any
                action to effect a dissolution, liquidation or winding up of
                Maker; or
        (c)     if Maker shall make a general assignment for the benefit of
                creditors or consent to the appointment of a receiver,
                liquidator, custodian, or similar official of all or
                substantially all of its properties, or any such official is
                placed in control of such properties, or Maker admits in writing
                its inability to pay its debts as they mature, or Maker shall
                commence any action or proceeding or take advantage of or file
                under any federal or state insolvency statute, including,
                without limitation, the United States Bankruptcy Code or any
                political subdivision thereof, seeking to have an order for
                relief entered with respect to it or seeking adjudication as a
                bankrupt or insolvent, or seeking reorganization, arrangement,
                adjustment, liquidation, dissolution, administration, a
                voluntary arrangement, or other relief with respect to it or its
                debts; or

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        Maker (i) waives diligence, demand, presentment, protest and notice of
any kind, (ii) agrees that it will not be necessary for any holder hereof to
first institute suit in order to enforce payment of this Note and (iii) consents
to any one or more extensions or postponements of time of payment, release,
surrender or substitution of collateral security or forbearance or other
indulgence, without notice or consent. The pleading of any statute of
limitations as a defense to any demand against Maker is expressly hereby waived.

        This Note may not be changed, modified or terminated orally, but only by
an agreement in writing, signed by the party to be charged. The Maker hereby
authorizes the Payee to complete this Note and any particulars relating thereto
according to the terms of the indebtedness evidenced hereby.

        In addition, the Maker shall provide collateral to securitize this Note
obligation in the event of an Event of Default, by providing the Payee with a
lien upon the Maker's stock ownership of Able Energy, Inc., in the amount of One
Million common shares of stock. It is acknowledged by the parties hereto that
there is a first lien on said stock held by Mr. Timothy Harrington, in the
approximate amount of $4.7 Million Dollars.

        This Note shall be governed by and construed in accordance with the laws
of the State of New Jersey and shall be binding upon the successors, assigns,
heirs, administrators and executors of the Maker and inure to the benefit of the
Payee, his successors, endorsees, assigns, heirs, administrators and executors.
The Maker hereby irrevocably consents to the jurisdiction of the State Courts
for the State of New York and the United States District Courts situated in New
York in connection with any action or proceeding arising out of or relating to
this Note. If any term or provision of this Note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions hereof shall in
no way be affected thereby.


        ALL AMERICAN PLAZAS, INC.


        By:_____________________________
                Name:
                Title: