PROMISSORY
      NOTE

     

     

    
      	
              $[Amount
                ]

            	
              November
                19,
                2007

            


    

    


    FOR
      VALUE RECEIVED, the undersigned,
      SMF Energy Corporation, a Delaware corporation (referred to herein as "Maker"),
      hereby promises to pay to the order of [Name of Investor, Tax Id No.:
      ______], their successors and assigns ("Payees") at [Address] or at such
      other place as Payees may from time to time designate in writing, the principal
      sum of [Amount], with interest on the unpaid principal balance from
      November 19, 2007 until paid, at the rate of 18.0% per annum. If not sooner
      paid, the entire principal amount outstanding, together with accrued interest
      thereon, shall be due and payable in six months time from the date hereof,
      provided however, that some or all of the principal amount of this
      Note, and the accrued but unpaid interest payable hereunder relating to such
      principal amount, will become immediately due and payable if and to the extent
      that Maker receives net proceeds from a private offering of its equity
      securities which, together with the aggregate net proceeds from the sale of
      this
      Note and other similar promissory notes sold concurrently herewith, exceed
      $3,500,000. 

    


    Maker
      shall have the right to prepay the principal amount and any accrued interest
      in
      part or in full, without penalty, of this Note at any time or times. Payments
      received for application to this Note shall be applied first to the payment
      of
      accrued interest and the balance applied in reduction of the principal amount
      hereof.

    


    If
      any
      payment required by this Note is not paid, and the continuation of such failure
      to pay for a period of ten (10) days of the receipt of written notice (as
      provided herein) of such failure by Payees or any subsequent holder hereof
      to
      Maker, this Note shall be considered to be in default and the entire unpaid
      principal sum hereof shall, at the option of the holder hereof, by notice to
      Maker, become immediately due and payable in full. Accrued but unpaid interest
      on this Note shall be paid in cash on the 19th day of each month that there
      is
      any unpaid principal outstanding on the Note.

    


    In
      the
      event the interest provisions hereof or any exactions provided for herein shall
      result, because of the reduction of principal, or for any reason at any time
      during the life of this loan, in an effective rate of interest which, for any
      month, transcends the limit of the usury or any other law applicable to the
      loan
      evidenced hereby, all sums in excess of those lawfully collectible as interest
      for the period in question shall, without further agreement or notice between
      or
      by any party hereto, be applied to reduction of the outstanding principal
      balance upon receipt of such moneys by Payees hereof, with the same force and
      effect as though the payment had specifically designated such extra sums to
      be
      so applied to principal. 

    


    In
      the
      event of default and the placement of this Note in the hands of any attorney
      for
      collection, Maker agrees to pay all collection costs and expenses, including
      reasonable attorneys’ fees. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Note
      is delivered as a part of a business transaction and not in connection with
      a
      consumer purchase. 

    


    Maker
      and
      all endorsers, guarantors and all persons liable or to become liable on this
      Note waive presentment, protest and demand, notice of protest, demand and
      dishonor and nonpayment of this Note, and agree that at any time and from time
      to time without notice, the terms of the payment herein may be modified, changed
      or exchanged by agreement between the Payees or any subsequent holder hereof
      and
      Maker or any successor in title to Maker without in any way affecting the
      liability of any party to this Note or any person liable or to become liable
      with respect to any indebtedness evidenced hereby. No delay or omission on
      the
      part of the holder hereof in exercising any right hereunder shall operate as
      a
      waiver of such right or of any other right under this Note. A waiver on one
      occasion shall not be construed as a bar to or waiver of any such right and/or
      remedy on any future occasion.

    


    Any
      notice provided for in this Note shall be in writing and shall be given and
      be
      effective upon (1) personal delivery to Maker, or (2) receipt of such notice
      by
      certified or registered mail, return receipt requested, addressed to Maker
      at
      Maker's address stated below, or to such other address as Maker may designate
      by
      written notice to Payees. Any notice to Payees shall be in writing and shall
      be
      given and be effective upon (1) personal delivery to Payees, or (2) by mailing
      such notice by certified or registered mail, return receipt requested, to Payees
      at the address stated in the first paragraph of this Note, or to such other
      address as Payees may designate by written notice to Maker.

    


    PAYEES
      ACKNOWLEDGE THAT THIS IS AN UNSECURED NOTE AND THAT IT IS SUBJECT IN ALL
      RESPECTS TO THE SUBORDINATION AGREEMENT BY AND BETWEEN PAYEES, MAKER, WACHOVIA
      BANK, NATIONAL. ASSOCIATION, H & W PETROLEUM COMPANY, INC. AND SMF SERVICES,
      INC., OF EVEN DATE HEREWITH. 

    


    The
      validity and construction of this Note and all matters pertaining hereto are
      to
      be determined in accordance with the laws of the State of Florida. Maker and
      all
      endorsers, guarantors and other persons liable or to become liable hereunder
      agree that in the event of default, this Note may be enforced in any court
      of
      competent jurisdiction in the State of Florida, and all such persons do hereby
      submit to the jurisdiction of such court regardless of their residence or where
      this Note or any endorsement or guarantee hereof may be executed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Maker has executed this Note effective as of the date first
      set
      forth above.

    
      	 	 	 
	 	SMF ENERGY CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Richard
              E. Gathright
	 	President
              and
              Cheif Executive Officer


    

    
      
        	 	 
	 	
                200
                  West Cypress Creek Road, Suite 400

                Fort
                  Lauderdale, FL 33309