**Exhibit
10.1**
 
 **THIRD
AMENDMENT TO LOAN AND SECURITY AGREEMENT**
  THIS
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Third Amendment”), made and
entered into as of the 30th day of August, 2003, by and between Streicher Mobile
Fueling, Inc., a Florida corporation (hereinafter referred to as “Borrower”),
and Congress Financial Corporation (Florida) (hereinafter referred to as
“Lender”).
  R E C
I T A L S :
  A.  On
September 26, 2002, Borrower and Lender entered into a Loan and Security
Agreement (the “Agreement”), establishing a revolving line of credit (the
“Revolving Loans”) by Lender in favor of Borrower.
  B.  Borrower
and Lender executed a Consent and First Amendment to Loan and Security Agreement
dated as of March 31, 2003 (the “First Amendment”), consenting to certain
subordinated debt of Borrower and modifying certain defined terms in the
Agreement.
  C.  Borrower
and Lender executed a Second Amendment to Loan and Security Agreement dated as
of August 29, 2003 (the “Second Amendment”), (1) permitting Borrower
to incur certain additional secured Indebtedness, and (2) releasing
Lender’s security interest in the patents (including the related trade names
utilized in such patents) constituting a portion of the Collateral, subject to
the terms and conditions stated therein.
  D.  The
amount of the additional secured Indebtedness contemplated by the Second
Amendment exceeds the actual amount thereof, and copies of certain documentation
required pursuant to the conditions precedent specified in the Second Amendment
have not yet been furnished to Lender.
  E.  Borrower
and Obligor (as defined in the Agreement) have requested that Lender
(1) modify certain terms of the Agreement in order to reflect the lower
amount of additional secured Indebtedness, and (2) consent to the
effectiveness of the Second Amendment despite certain conditions precedent
thereto having not yet been complied with, and Lender is agreeable to same,
subject to the terms and conditions hereinafter set forth.
  NOW
THEREFORE, in consideration of the mutual covenants of the parties hereto, and
for other good and valuable consideration, it is agreed as follows:
  1.  The
foregoing statements are true and correct and are incorporated herein as if set
forth in full.
  2.  Unless
otherwise defined herein, all terms used herein shall have the definitions
specified in the Agreement, as modified by the First Amendment and the Second
Amendment; all references hereinafter made to the Agreement to include the
modifications thereto effectuated pursuant to the First Amendment and the Second
Amendment.
  
 
 3.  The
Agreement is hereby modified as follows (all references to Sections being the
applicable Sections of the Agreement):
  (a)
    The
      following defined terms and definitions in Section 1 are amended and
      restated in their entirety to read as follows:  “Fixed
Charges” shall mean, for any period, the sum of the following, determined on a
consolidated basis, without duplication, for Borrower and its Subsidiaries in
accordance with GAAP: (a) scheduled principal and interest payments,
(b) capital expenditures, (c) cash income taxes, and (d) cash
dividends. For purposes of this definition, (i) the principal portion of
approximately $3,509,000 in Borrower’s Indebtedness to Borrower’s existing
lenders other than Lender being repaid on or about August 29, 2003 will be
excluded, and (ii) any non-scheduled pre-payments of principal made during
the period from the net proceeds of additional paid in capital during the same
period, will be excluded.
  1.48 “Net
Income” shall mean for any period, for Borrower and its Subsidiaries on a
consolidated basis, the net income of the Borrower and its Subsidiaries from
continuing operations excluding any interest income and any extraordinary and/or
one time or unusual and non-recurring gains for that period. Notwithstanding
anything to the contrary herein, the $757,000.00 non-recurring gain realized
from the August 29, 2003 extinguishment of Borrower’s Indebtedness to
TransAmerica Equipment Financial Services Corporation will be included as Net
Income.
  (b)
    Section 9.9(g)
      is amended and restated in its entirety to read as
  follows:  (g)
Indebtedness of Borrower evidenced by the 10% Senior Secured Notes dated as of
August 29, 2003 in the aggregate principal amount of $6,925,000.00 (the
“August 2003 Indebtedness”) and secured by a security interest in Borrower’s
Vehicles and related patents, all pursuant to documentation containing terms
satisfactorily subordinating such Indebtedness to the Obligations and otherwise
acceptable to Lender
  (c)
    The
      minimum Effective Book Net Worth required pursuant to Section 9.17 is
      reduced to $11,925,000.00.  4.  Each and
every reference to the Agreement in the other Financing Agreements shall be
deemed to refer to the Agreement, as modified by this Third
Amendment.
  5.  Lender’s
receipt of the following items shall no longer constitute conditions precedent
to the effectiveness of the Second Amendment, but rather the failure to furnish
each of such items to Lender on or before October 15, 2003 shall constitute
an Event of Default under the Agreement:
  (a)
    copies
      of the final executed documents evidencing and securing the August 2003
      Indebtedness in form and substance satisfactory to
  Lender;  2
   (b)
    a
      copy of the Amendment to Articles (hereinafter defined), certified by the
      Florida Secretary of State; and
  (c)
    such
      additional documents, instruments and agreements as are required hereunder
      as well as those which Lender or its counsel may reasonably request in
      writing furnished to Borrower on or before October 2,
      2003.  6.  Borrower
represents and warrants to Lender that, except as has been otherwise disclosed
to Lender in writing, the representations and warranties contained in the
Agreement and all related loan documentation are true and correct on and as of
the date hereof (with the same force and effect as if made on and as of the date
hereof, other than representations and warranties made as of a specific date
which shall be deemed made as of such date) and with respect to this Third
Amendment and the related documentation referenced herein, and that no Default
or Event of Default shall have occurred and be continuing. Specifically,
Borrower represents and warrants that its Articles of Incorporation and Bylaws,
certified on September 26, 2002 were not amended on or subsequent to their
aforesaid certification date, other than the July 23, 2003 amendment to
Articles of Incorporation increasing the number of authorized shares of common
stock from 20,000,000 to 50,000,000 shares (the “Amendment to
Articles”).
  7.  Borrower
acknowledges and confirms that all Collateral furnished in connection with the
Agreement, except patents, continue to secure the Obligations and indebtedness
thereunder, as hereby modified.
  8.  Borrower
and Obligor each hereby release and forever discharge Lender and each and every
one of its directors, officers, employees, representatives, legal counsel,
agents, parents, subsidiaries and affiliates, and persons employed or engaged by
them, whether past or present (hereinafter collectively referred to as the
“Lender Releasees”), of and from all actions, agreements, damages, judgments,
claims, counterclaims, and demands whatsoever, liquidated or unliquidated,
contingent or fixed, determined or undetermined, at law or in equity, which
Borrower or Obligor, had, now has, or may have against the Lender Releasees, or
any of them, for, upon or by reason of any matter, cause or thing whatsoever to
the date of this Third Amendment, whether arising out of, related to or
pertaining to the Obligations, the Financing Agreements, or otherwise,
including, without limitation, the negotiation, closing, administration, and
funding of the Obligations or the Financing Agreements. Borrower and Obligor
each acknowledges that this provision is a material inducement for Lender
entering into this Third Amendment and this provision shall survive payment in
full of all Obligations and termination of all Financing
Agreements.
  9.  Borrower
shall pay all out-of-pocket expenses incurred by Lender in connection with the
preparation for and closing of the transaction contemplated under this Third
Amendment, including, without limitation, the fees and expenses of special
counsel for Lender. In addition, Borrower shall pay any and all taxes (together
with interest and penalties, if any, applicable thereto) and fees, including,
without limitation, documentary stamp taxes, now or hereafter required in
connection with the execution and delivery of the Agreement, as hereby amended,
and all related documents, instruments and agreements.
  3
 
 10.  Except as
expressly modified herein, all terms and provisions of the Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection with the Agreement, shall remain unchanged and in full force and
effect; provided , however , in the
event of any inconsistency, incongruity or conflict between the terms of the
Agreement and the terms of this Third Amendment, the terms of this Third
Amendment shall govern and control. No consent of Lender hereunder shall operate
as a waiver or continuing consent with respect to any instance or event other
than those specified herein. Neither this Third Amendment nor any earlier waiver
or amendment of the Agreement will constitute a novation or have the effect of
discharging any liability or obligation evidenced by the Agreement or any
related document. This Third Amendment shall not be deemed to prejudice any
rights or remedies which Lender may now have or may have in the future under or
in connection with the Agreement or the Financing Agreements or any of the
instruments or agreements referred to therein, as the same may be amended,
restated or otherwise modified. This Third Amendment is part of the Agreement
and constitutes a Financing Agreement thereunder.
  11.  All
covenants, agreements, representations and warranties contained herein shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors and assigns, except that Borrower shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
Lender.
  12.  This
Third Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which, when so executed, shall
be deemed to be an original and shall be binding upon all parties, their
successors and assigns, and all of which taken together shall constitute one and
the same agreement.
  13.  This
Third Amendment shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Florida, without giving effect to its
conflict of law principles.
  14.  LENDER,
BORROWER AND OBLIGOR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS THIRD AMENDMENT OR
THE AGREEMENT AND ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER ENTERING INTO THIS THIRD AMENDMENT.
   4
  IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment the day
and year first above written.
  BORROWER:
 
 STREICHER
MOBILE FUELING, INC., a Florida corporation
  By: /s/Richard
E. Gathright
 Name: Richard E. Gathright
 Title: President & CEO
 LENDER:
 
 CONGRESS
FINANCIAL CORPORATION (FLORIDA)
  By: /s/Pat
Cloninger
 Name: Pat
Cloninger
 Title:
Vice President
 
  5
  **JOINDER**
  The
undersigned: (1) acknowledges and confirms that Lender’s loans, advances
and credit to Borrower have been, are and will continue to be of direct economic
benefit to the undersigned, (2) acknowledges that it has previously waived
any right to consent to the foregoing or any future amendment to the Agreement
but, nevertheless, consents to all terms and provisions of the Third Amendment
which are applicable to it, and agrees to be bound by and comply with such terms
and provisions, and (3) acknowledges and confirms that its guarantee in
favor of Lender executed in connection with the Agreement its valid and binding
and remains in full force and effect in accordance with its terms (without
defense, setoff or counterclaim against enforcement thereof), which include,
without limitation, its guarantee in connection with the Agreement, as modified
by the Third Amendment.
  GUARANTOR:
 
 STREICHER
REALTY, INC., a Florida corporation
  By: /s/
Richard E. Gathright
 Name: Richard E. Gathright
 Title: President & CEO
 
  6