Exhibit
10.1

     

    INTEREST
DEFERRAL AGREEMENT

     

    THIS
AGREEMENT is entered into as of January 23, 2009 by and between SMF Energy
Corporation (“SMF”) and the undersigned holder (“Holder”) of SMF’s Senior
Secured Convertible Promissory Note dated August 8, 2007 (the
“Note”).

    


    WHEREAS, SMF has determined that, in
light of the distressed economic conditions affecting SMF and its customers, it
wishes to defer payment of the interest payment (the “Payment”) that, according
to the Note, is due and payable on January 1, 2009 (the “Original Due Date”)
until April 15, 2009 (the “Extension Date”), and Holder is willing to agree to
such deferral in exchange for the immediate payment of a deferral fee equal to
one percent (1%) of the current outstanding balance of the Note (the “Deferral
Fee”).

    


    NOW, THEREFORE, in consideration of the
mutual promises and other good and valuable consideration set forth herein, SMF
and Holder agree that:

    


    1.           The
Note is hereby amended to provide that the Payment is no longer due or payable
on the Original Due Date but is instead due and payable on the Extension
Date.  The rights and obligations of Holder and SMF with respect to
the Payment and the other terms of the Note are in all other respects
unchanged.

    


    2.           SMF
shall pay the Deferral Fee immediately upon completion and execution of this
Agreement and the Investment Representation Statement attached
hereto.  Fifty percent (50%) of the Deferral Fee shall be paid in cash
and fifty percent shall be paid with unregistered shares of SMF’s common stock
(“Stock”).  The Stock shall be valued at $0.29 per share, which was
the Official Closing Price on the Nasdaq Stock Market on January 22, 2009, the
trading day immediately preceding the date of this Agreement.

    


    3.           The
Stock shall be deemed to be “Registrable Securities” under the Registration
Rights Agreement appended to the Securities Purchase Agreement (or Note Purchase
Agreement) between Holder and SMF relating to the purchase of the Note, except
that, because the shares of SMF common stock into which the Note may be
converted (the “Note Shares”) have already been registered with the SEC, (a)
Holder alone is entitled to demand registration of the Stock, (b) Holder shall
be deemed to have requested such registration immediately upon execution of this
Agreement and (c) in response to Holder’s demand, SMF agrees to use reasonable
commercial efforts to file a new registration statement with the SEC covering
the Stock (or amend the existing registration statement covering the Note Shares
to add the Stock to that registration statement) as soon as
practicable.  SMF further agrees to make reasonable commercial efforts
to file such registration statement or amendment within 60 days following the
date hereof and to cause such registration statement or amendment to become
effective within 120 days of the date hereof.

    


    4.           (a)           The
terms of this Agreement may not be amended except by a writing signed by the
parties; (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; (c) This Agreement shall
be binding on and inure to the benefit of each party hereto and his or its legal
representatives, successors and assigns; (d) This Agreement shall be governed by
and construed in accordance with the law of the State of Delaware, without
regard to conflicts of law rules; (e) This Agreement may be signed in
counterparts, with the same effect as if the signatures were upon the same
instrument; (f) This Agreement constitutes the entire agreement of the parties
with respect to its subject matter and supersedes all prior agreements and
understandings relating thereto; (g) This Agreement does not confer any rights
or remedies upon any person other than the parties hereto; and (h) If any
provision of this Agreement shall be found to be invalid, illegal or
unenforceable, the remaining provisions shall not be affected or impaired
thereby.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

     

    
       

       

    

     

     

     

     

    
      
        
          	 	      
                  SMF
      ENERGY CORPORATION

                
	      
                  Accepted:
      February 3, 2009

                	 	 
	 	 	 
	 	
                  By:

                	
                  _________________________________

                
	 	 
      	
                  Richard
      E. Gathright,

                
	 	 
      	
                  Chief
      Executive Officer and President

                
	 	 
      	 
      
	 	
                  HOLDER

                
	 	 
	 	__________________________________________             
      
	 	Name
      of Holder (printed or typed)
	 	 
	 	By:
      _______________________________________
      
	 	 
	 	(if
      entity) Name & title:_________________________
	 	__________________________________________
	 	 
	 	Principal
      Amount of Note: $_____________________
	 	 
	 	Total
      Deferral Fee $___________________________
	 	 
	 	Deferral
      Fee Cash $___________________________
	 	 
	 	Deferral
      Fee Shares
___________________________


        

      

    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Attachment

    to Interest Deferral
Agreement

    


    


    INVESTMENT
REPRESENTATION STATEMENT

     

    


    


    HOLDER:          
__________________________________

    


    COMPANY:      SMF
ENERGY CORPORATION

    


    SECURITY:       COMMON
STOCK

    


    NUMBER OF
SHARES:        
________________________

    


    


    In
connection with the purchase of the above-listed securities (the “Securities”), the undersigned
(“Holder”) represents to
Company the following:

    


    (a)           Holder
is aware of Company’s business affairs and financial condition, and has acquired
sufficient information about Company to reach an informed and knowledgeable
decision to acquire the Securities.  Holder is purchasing these
Securities for Holder’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)           Holder
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 Holder’s investment intent as
expressed herein.

    


    (c)           Holder
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.  In addition, Holder understands
that the certificate evidencing the Securities will be imprinted with a legend
that prohibits the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel for Company.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (f)           Holder
further understands that in the event all of the requirements of Rule 144
are not satisfied, registration under the Securities Act or compliance with
another registration exemption will be required, and no such exemption may be
available.

    


    


    Signature
of Holder:

    


    


    Date:_________    
___________________