**Exhibit 4.1.2a****AMENDMENT TO WARRANT AGREEMENT**     THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made effective as of the27th day of December 2006, by and between IdleAire Technologies Corporation, a Delawarecorporation (the “Company”) and Wells Fargo Bank, National Association, as Warrant Agent (the“Warrant Agent”) (along with the Company, the“Parties”) pursuant to and in accordance with Section19 of that certain Warrant Agreement by and between the Parties, dated as of December 30, 2005 (the“Warrant Agreement”).     **WHEREAS,**Parties deem the amendment contained herein necessary and desirable to carry out theoriginal intent of the Parties;     **WHEREAS,**Parties agree that the amendment contained herein shall not adversely affect theinterests of the holders of Warrants and that in accordance with Section 19 of the WarrantAgreement, Parties may enter into this Amendment without the approval of any holders of Warrants;     **WHEREAS,**capitalized terms used herein and not defined shall have the meaning ascribed tosuch terms in the Warrant Agreement;     **NOW, THEREFORE,**for and in consideration of the foregoing premises and of the mutualagreements hereinafter set forth, the Parties hereby agree as follows:     **1. Amendment to****Section 12(a)****of the Warrant Agreement.**Section 12(a) of the WarrantAgreement is hereby deleted in its entirety and restated as follows:     (a) Upon any adjustment of the Exercise Price pursuant toSection 8 hereof, the Company shall promptly thereafter (i)cause to be filed with the Warrant Agent a certificate signed by theCompany’s Chief Financial Officer (the “CFO Certificate”) settingforth the Exercise Price after such adjustment and setting forth inreasonable detail the method of calculation and the facts upon whichsuch calculations are based and setting forth the number of WarrantShares (or portion thereof) issuable after such adjustment in theExercise Price, upon exercise of a Warrant and payment of theadjusted Exercise Price, which certificate shall be conclusiveevidence of the correctness of the matters set forth therein,provided that, the Company would make available upon requestby any holder of Warrants or the Warrant Agent similar certificatesigned by a firm of independent public accountants of recognizedstanding selected by the Board of Directors of the Company (who maybe the regular auditors of the Company), and (ii) cause to be givento each of the registered holders of Warrants at the addressappearing on the Warrant register for each such registered holderwritten notice of such adjustments by first-class mail, postageprepaid. Where appropriate, such notice may be given in advance andincluded as a part of the notice required to be mailed under theother provisions of this Section 12.     **2. Miscellaneous.**          2.1.The Recitals hereto are hereby incorporated by reference as if fully set forth in thisAmendment.          2.2.This Amendment shall be binding upon and inure to the benefit of the Parties and theirrespective heirs, executors, administrators, successors, and assigns.          2.3.This instrument contains the entire agreement between the Parties with respect to thesubject matter hereof and shall not be modified except in accordancewith the applicable provisionsof the Warrant Agreement.          2.4.This Amendment shall be governed by the laws of the State of New York, and shall beconstrued under the substantive law of the State of New York withoutregard to its conflicts of lawprovisions.          2.5.This Amendment may be executed in any number of counterparts and all counterparts executedby the Parties together shall constitute one and the same Amendment.*(Signatures on following page.)*
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     **IN WITNESS WHEREOF,** the Parties have hereunto executed this Amendment on the day and yearfirst above written.         **COMPANY:**         IDLEAIRE TECHNOLOGIES CORPORATION, a