CONSENT
      AND 

    TWELFTH
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

    


    THIS CONSENT
      AND TWELFTH
      AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
      "Amendment") is made and entered into as of November 21, 2007, by and among
      SMF
      Energy Corporation,
      a
      Delaware corporation and successor-by-merger to Streicher Mobile Fueling, Inc.,
      a Florida corporation ("SMF"); SMF
      Services, Inc.,
      a
      Delaware corporation ("SSI"); H
      & W Petroleum Company, Inc.,
      a Texas
      corporation ("H & W" and, collectively with SMF and SSI, "Borrower"); and
Wachovia
      Bank, National Association,
      a
      national banking association and successor-by-merger to Congress Financial
      Corporation (Florida) ("Lender").

    


    R
      E C
      I T A L S

    


    A. Borrower
      and Lender are parties to that certain Loan and Security Agreement dated
      September 26, 2002 (as at any time amended, restated, supplemented or otherwise
      modified, the "Loan Agreement"). The Obligations under (and as defined in)
      the
      Loan Agreement are guaranteed by Streicher
      Realty, Inc.,
      a
      Florida corporation ("Guarantor").

    


    B. The
      parties hereto desire to amend the Loan Agreement upon the terms and subject
      to
      the conditions hereinafter set forth.

    


    NOW,
      THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto, intending to be legally bound, hereby
      agree as follows:

    


    1. Each
      capitalized term used in this Amendment, unless otherwise defined herein, shall
      have the meaning ascribed to such term in the Loan Agreement. 

    


    2. Borrower
      has requested that Lender consent to SMF's incurrence of unsecured Subordinated
      Debt pursuant to one or more Promissory Notes dated November 19, 2007 executed
      by SMF in favor of certain investors in the aggregate principal amount of
      approximately $2,000,000. Lender hereby consents to SMF's incurrence of such
      Subordinated Debt provided that: (a) the proceeds of such Subordinated Debt
      (in
      an amount not less than $1,800,000 and not more than $2,000,000) shall be fully
      funded and received by SMF on or before the close of business on the date hereof
      and shall be used by Borrower exclusively for working capital purposes, (b)
      Lender shall have received and approved, prior to the date that such
      Subordinated Debt is incurred, copies of the proposed documents intended to
      evidence such Subordinated Debt, with true, correct and complete copies of
      such
      executed documents to be furnished to Lender promptly after execution, (c)
      such
      Subordinated Debt shall be subject and subordinate to the payment of the
      Obligations pursuant to Subordination Agreements in form and substance similar
      to the Subordination Agreements attached hereto as Exhibit
      A
      with
      only such changes as may be disclosed to and accepted by Lender in writing
      in
      its discretion, and (d) such Subordinated Debt shall otherwise be subject to
      the
      terms of Section
      9.9(e)
      of the
      Loan Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3. Subject
      to the satisfaction of each of the conditions precedent set forth in this
      Amendment, the Loan Agreement is hereby amended as follows:

    


    (a) By
      deleting in its entirety the definition of "Capital Expenditures" contained
      in
Section
      1.70
      of the
      Loan Agreement and by substituting in lieu thereof the following:

    


    1.70 "Capital
      Expenditures" shall mean expenditures made or liabilities incurred for the
      acquisition of any fixed assets or improvements, replacements, substitutions
      or
      additions thereto which have a useful life of more than one year, including
      the
      total principal portion of Indebtedness under Capital Leases, but excluding
      any
      such expenditures made with restricted cash constituting proceeds of Excluded
      Assets (including restricted cash deposited in the account described in
      subclause (i) of the definition of "Excluded Assets").

    


    (b) By
      deleting the reference to "$300,000" contained in Section
      2.2(e)
      of the
      Loan Agreement and by substituting in lieu thereof "$1,000,000".

    


    (c) By
      deleting Section
      9.21
      of the
      Loan Agreement in its entirety and by substituting in lieu thereof the
      following:

    


    9.21 Fixed
      Charge Coverage Ratio.
      Borrower shall not, as of any month end in which the Average Excess Availability
      is less than the amount set forth below and corresponding to such month, or
      as
      of the end of any month during which an Event of Default occurs or exists,
      on a
      cumulative basis for the applicable fiscal year, permit the ratio of (a) EBITDA
      to (b) Fixed Charges to be less than 1.0 to 1.0.

    


    
      	
              Month

            	
              Average
                Excess Availability

            
	
              February
                2007

            	
              $1,500,000

            
	
              March
                2007

            	
              $1,500,000

            
	
              April
                2007

            	
              $1,500,000

            
	
              May
                2007

            	
              $1,500,000

            
	
              June
                2007

            	
              $2,500,000

            
	
              July
                2007

            	
              $2,500,000

            
	
              August
                2007

            	
              $2,500,000

            
	
              September
                2007

            	
              $2,500,000

            
	
              October
                2007 

            	
              $1,800,000

            
	
              November
                2007

            	
              $800,000

            
	
              December
                2007

            	
              $800,000

            
	
              January
                2008

            	
              $800,000

            
	
              February
                2008 and

              each
                month thereafter

            	
              $1,800,000

            


    

    


    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

       

    

    (d) By
      deleting Section
      9.22
      of the
      Loan Agreement in its entirety and by substituting in lieu thereof the
      following:

    


    9.22 Excess
      Availability.
      Borrower shall maintain Excess Availability as determined by Lender in an amount
      not less than: (a) at all times on or before November 22, 2007, $750,000, (b)
      at
      all times during the period beginning on November 23, 2007 and ending on
      December 30, 2007, $500,000, and (c) at all times on and after December 31,
      2007, $750,000.

    


    4. Borrower
      hereby ratifies and reaffirms the Obligations, each of the Financing Agreements
      and all of Borrower's covenants, duties, indebtedness and liabilities under
      the
      Financing Agreements.

    


    5. Borrower
      acknowledges and stipulates, to induce Lender to enter into this Amendment,
      that
      the Loan Agreement and the other Financing Agreements executed by Borrower
      are
      legal, valid and binding obligations of Borrower that are enforceable against
      Borrower in accordance with the terms thereof; all of the Obligations are owing
      and payable without defense, offset or counterclaim (and to the extent there
      exists any such defense, offset or counterclaim on the date hereof, the same
      is
      hereby waived by Borrower); and the security interests and liens granted by
      Borrower in favor of Lender are duly perfected, first priority security
      interests and liens.

    


    6. Borrower
      represents and warrants to Lender, to induce Lender to enter into this
      Amendment, that no Default or Event of Default exists on the date hereof; the
      execution, delivery and performance of this Amendment have been duly authorized
      by all requisite corporate action on the part of Borrower and this Amendment
      has
      been duly executed and delivered by Borrower; and except as may have been
      disclosed in writing by Borrower to Lender prior to the date hereof, all
      of
      the representations and warranties made by Borrower in the Loan Agreement are
      true and correct on and as of the date hereof.

    


    7. In
      consideration of Lender's willingness to enter into this Amendment, Borrower
      hereby agrees to pay to Lender a nonrefundable amendment fee (the "Amendment
      Fee") in the amount of five thousand dollars ($5,000) in immediately available
      funds on the date hereof, which shall be fully earned on the date hereof.
      Additionally, to induce Lender to enter into this Amendment and grant the
      accommodations set forth herein, Borrower agrees to pay, on
      demand,
      all
      costs and expenses incurred by Lender in connection with the preparation,
      negotiation and execution of this Amendment and any other Financing Documents
      executed pursuant hereto and any and all amendments, modifications, and
      supplements thereto, including, without limitation, the costs and fees of
      Lender's legal counsel and any taxes or expenses associated with or incurred
      in
      connection with any instrument or agreement referred to herein or contemplated
      hereby.

    


    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

       

    

    8. The
      effectiveness of the amendments to the Loan Agreement set forth in this
      Amendment is subject to the satisfaction of each of the following conditions
      precedent, in each case in form and substance satisfactory to
      Lender:

    


    (a) Lender
      shall have received duly executed and delivered counterparts of this Amendment
      from Borrower and Guarantor;

    


    (b) Lender
      shall have received full payment of the Amendment Fee and the other amounts
      described in the preceding paragraph; 

    


    (c) Borrower
      shall have received all of the proceeds of the Subordinated Debt contemplated
      by
      Section 2 hereof, and Lender shall have received a fully-executed original
      counterpart of each Subordination Agreement contemplated by Section 2 of this
      Amendment with respect to such Subordinated Debt; and 

    


    (d) no
      Default or Event of Default shall exist or occur on the date hereof.

    


    9. Upon
      the
      effectiveness of the amendments set forth in this Amendment, each reference
      in
      the Loan Agreement to "this Agreement," "hereunder," or words of like import
      shall mean and be a reference to the Loan Agreement, as amended by this
      Amendment.

    


    10. This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

    


    11. This
      Amendment shall be governed by and construed in accordance with the internal
      laws of the State of Florida, without giving effect to its conflict of laws
      principles.

    


    12. Except
      as
      otherwise expressly provided in this Amendment, nothing herein shall be deemed
      to amend or modify any provision of the Loan Agreement or any of the other
      Financing Agreements, each of which shall remain in full force and effect.
      This
      Amendment is not intended to be, nor shall it be construed to create, a novation
      or accord and satisfaction, and the Loan Agreement as herein modified shall
      continue in full force and effect.

    


    13. This
      Amendment may be executed in any number of counterparts and by different parties
      to this Amendment on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute one
      and
      the same agreement. Any manually-executed signature page delivered by a party
      by
      facsimile or other electronic transmission shall be deemed to be an original
      signature page hereto.

    


    


    [Remainder
      of page intentionally left blank; 

    signatures
      commence on following page.]

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    


    To
      the fullest extent permitted by applicable law, the parties hereto each hereby
      waives the right to trial by jury in any action, suit, counterclaim or
      proceeding arising out of or related to this Amendment.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      and year first above written.

    


    


    
      	 	
              "LENDER":

               

              WACHOVIA
                BANK, NATIONAL ASSOCIATION

               

              By: /s/
                Pat
                Cloninger                                                     
                

              Name:
                Pat Cloninger

              Title:
                Director

            
	 	 
	 	 
	 	
              "BORROWER":

               

              SMF
                ENERGY CORPORATION

               

              By:
                /s/ Michael S.
                Shore                                                
                

              Name:
                Michael S. Shore

              Title:
                Senior Vice President & Chief Financial Officer

               

               

              SMF
                SERVICES, INC.

               

              By: /s/
                Michael S.
                Shore                                                
                

              Name:
                Michael S. Shore

              Title:
                Senior Vice President& Chief Financial Officer

               

               

              H
                & W PETROLEUM COMPANY, INC.

               

              By: /s/
                Michael S.
                Shore                                                
                

              Name:
                Michael S. Shore

              Title:
                Senior Vice President & Chief Financial
                Officer

            


    

     

    
      Twelfth
        Amendment to Loan Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    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 Amendment or any future amendment to the
      Loan
      Agreement but, nevertheless, consents to all terms and provisions of the
      foregoing Amendment that are applicable to it, and agrees to be bound by and
      comply with such terms and provisions, and (3) acknowledges and confirms that
      its guaranty in favor of Lender executed in connection with the Loan Agreement
      is 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 guaranty in connection with the Loan
      Agreement, as modified by the foregoing Amendment.

     

     

    
      	 	
              "GUARANTOR":

              


              STREICHER
                REALTY, INC.,

              a
                Florida corporation

              


              By: /s/
                Michael S.
                Shore                                                

              Name:
                Michael S. Shore

              Title:
                Senior Vice President&
                Chief Financial Officer

            


    

    
 

    
      Twelfth
        Amendment to Loan Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Form
      of Subordination Agreement

    


    (See
      attached.)