Exhibit
      10.1

     

    FIFTH
      AMENDMENT TO

    WARRANT
      PURCHASE AGREEMENT AND

    STOCK
      PURCHASE WARRANT

    


    This
      Fifth Amendment, effective as of March 29, 2007, amends the terms of the Warrant
      Purchase Agreement by and between SMF Energy Corporation, a Delaware
      corporation, successor by merger to Streicher Mobile Fueling, Inc. (the
“Company”), and the undersigned Purchasers dated June 30, 2006 (the “Agreement”)
      and of the Stock Purchase Warrants issued in connection with the Agreement
      (the
“Warrants”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company and the Purchasers entered into the Agreement pursuant to which
      the
      Warrants were issued to the Purchasers, and the Warrants by their terms
      originally expired on September 28, 2006, unless sooner exercised (the “Exercise
      Period”); and

    


    WHEREAS,
      the Company and the Purchasers by an Amendment to Warrant Purchase Agreement
      and
      Stock Purchase Warrant dated September 28, 2006 extended the Exercise Period
      for
      the Warrants to November 30, 2006 and correspondingly extended the suspension
      of
      the Company’s obligation to make principal payments on the Notes (as that term
      is defined in the Agreement); and

    


    WHEREAS,
      the Company and the Purchasers by a Second Amendment to Warrant Purchase
      Agreement and Stock Purchase Warrant dated November 29, 2006 extended the
      Exercise Period for the Warrants to January 15, 2007 and correspondingly
      extended the suspension of the Company’s obligation to make principal payments
      on the Notes; and

    


    WHEREAS,
      the Company and the Purchasers by a Third Amendment to Warrant Purchase
      Agreement and Stock Purchase Warrant dated January 14, 2007 extended the
      Exercise Period for the Warrants to February 14, 2007 and the Company agreed
      to
      pay the previously suspended payments on February 28, 2007;

    


    WHEREAS,
      the Company and the Purchasers on February 14, 2007, further extended the
      Exercise Period for the Warrants to March 31, 2007, lowered
      the exercise price of the Warrants to $1.52 per share
      and
      correspondingly deferred the Company’s next scheduled principal payment on the
      August Note (as that term is defined in the Agreement) held by one of the
      Purchasers to August 28, 2007,
      at
      which point the Company will be required to pay the scheduled principal payment
      as well as the suspended principal payments; and

    


    WHEREAS,
      because payments of principal on the Notes and the February 14, 2007 reduction
      of the exercise price of the Warrants have altered the original alignment of
      Notes and Warrants as set forth in the Agreement, the parties now wish to amend
      the Agreement to clarify that any of the principal, interest or prepayment
      penalty outstanding on any of the Notes may be used by any of the Purchasers
      or
      their assigns as the Exercise Price of any of the Warrants and to further extend
      the Exercise Period for the Warrants until June 30, 2007.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      in
      the Warrants and the Agreement and hereinafter set forth, the parties hereby
      alter, modify and amend the Warrants and the Agreement as follows.

    


    1. The
      Exercise Period for each of the Warrants is extended to June 30,
      2007.

    


    2. Notwithstanding
      anything in the Agreement or the Warrants to the contrary, any portion of the
      principal, interest or prepayment penalty outstanding on any of the Notes may
      be
      used as the exercise price for any of the Warrants. Accordingly, a transfer
      of
      Warrants from one Purchaser or its assigns to another Purchaser or its assigns
      in order to be able to apply some or all of the outstanding principal, interest
      or prepayment penalty of a Note to the exercise price of such Warrant shall
      be
      freely permitted. 

    


    3. Except
      as
      expressly stated in this Amendment, the terms and conditions of the Warrants
      and
      the Agreement shall remain in all respects unchanged.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused these Amendments to be duly
      executed effective as of the 14th
      day of
      February, 2007.

     

     

    
      	 	
              THE
                COMPANY:

              


              SMF
                ENERGY CORPORATION

              


              


              By:
                /s/
                Richard E.
                Gathright                                       
                

                     Richard
                E. Gathright, President and CEO

              


               

              PURCHASERS:

              


              TRIAGE
                CAPITAL MANAGEMENT, L.P.

              


              By:
                /s/
                Leon
                Frenkel                                                  
                

              Name:
                Leon
                Frenkel                                                  
                

              Title:
                Senior
                Manager                                               
                

               

              TRIAGE
                CAPITAL MANAGEMENT B, L.P.

               

              
                By:
                  /s/
                  Leon
                  Frenkel                                                  
                  

                Name:
                  Leon
                  Frenkel                                                  
                  

                Title:
                  Senior
                  Manager