EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of August 8, 2006, among Able Energy,  Inc., a Delaware corporation (the
"Company"),  and the several purchasers signatory hereto (each such purchaser is
a "Purchaser" and collectively, the "Purchasers").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the  date  hereof  between  the  Company  and  each  Purchaser  (the
"Purchase Agreement").

      The Company and each Purchaser hereby agrees as follows:

   1. Definitions

      Capitalized  terms used and not otherwise  defined herein that are defined
in the  Purchase  Agreement  shall  have the  meanings  given  such terms in the
Purchase  Agreement.  As used in this Agreement,  the following terms shall have
the following meanings:

            "Advice" shall have the meaning set forth in Section 6(d).

            "Effectiveness Date" means, with respect to the initial Registration
      Statement  required to be filed  hereunder,  October  15,  2006 and,  with
      respect to any additional  Registration  Statements  which may be required
      pursuant to Section  3(c),  the 60th  calendar day  following  the date on
      which the Company first knows, or reasonably  should have known, that such
      additional   Registration  Statement  is  required  hereunder;   provided,
      however,  in the event the Company is notified by the Commission  that one
      of the above Registration  Statements will not be reviewed or is no longer
      subject to further review and comments,  the Effectiveness Date as to such
      Registration  Statement  shall be the fifth Trading Day following the date
      on which  the  Company  is so  notified  if such date  precedes  the dates
      required above.

            "Effectiveness  Period"  shall have the meaning set forth in Section
      2(a).

            "Event" shall have the meaning set forth in Section 2(b).

            "Event Date" shall have the meaning set forth in Section 2(b).

            "Filing  Date"  means,  with  respect  to the  initial  Registration
      Statement  required  hereunder,  the 45th  calendar day following the date
      hereof and, with respect to any additional  Registration  Statements which
      may be required  pursuant to Section 3(c), the 15th day following the date
      on which the Company  first knows,  or  reasonably  should have known that
      such additional Registration Statement is required hereunder.


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            "Holder" or "Holders"  means the holder or holders,  as the case may
      be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
      5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
      5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Plan of  Distribution"  shall have the meaning set forth in Section
      2(a).

            "Prospectus"  means  the  prospectus   included  in  a  Registration
      Statement (including,  without limitation,  a prospectus that includes any
      information  previously  omitted  from a  prospectus  filed  as part of an
      effective  registration  statement in reliance upon Rule 430A  promulgated
      under the Securities  Act), as amended or  supplemented  by any prospectus
      supplement,  with  respect to the terms of the  offering of any portion of
      the Registrable  Securities covered by a Registration  Statement,  and all
      other   amendments   and   supplements   to  the   Prospectus,   including
      post-effective  amendments,  and all material incorporated by reference or
      deemed to be incorporated by reference in such Prospectus.

            "Registrable Securities" means (i) all of the shares of Common Stock
      issuable  upon  conversion  in full of the  Debentures,  (ii)  all  shares
      issuable  as  interest  or  principal  on  the  Debentures   assuming  all
      permissible  interest and principal  payments are made in shares of Common
      Stock and the  Debentures  are held  until  maturity,  (iii)  all  Warrant
      Shares,  (iv)  any  additional  shares  issuable  in  connection  with any
      anti-dilution  provisions in the Debentures or the Warrants (in each case,
      without  giving effect to any  limitations  on conversion set forth in the
      Debenture or limitations on exercise set forth in the Warrant) and (v) any
      securities  issued or  issuable  upon any stock  split,  dividend or other
      distribution,  recapitalization  or  similar  event  with  respect  to the
      foregoing.

            "Registration  Statement" means the registration statements required
      to  be  filed  hereunder  and  any  additional   registration   statements
      contemplated  by Section 3(c),  including  (in each case) the  Prospectus,
      amendments and supplements to such  registration  statement or Prospectus,
      including pre- and post-effective  amendments,  all exhibits thereto,  and
      all material  incorporated  by reference or deemed to be  incorporated  by
      reference in such registration statement.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.


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            "Selling Shareholder Questionnaire" shall have the meaning set forth
      in Section 3(a).

   2. Shelf Registration

            (a) On or prior to each Filing Date,  the Company  shall prepare and
      file with the  Commission a "Shelf"  Registration  Statement  covering the
      resale of 130% of the  Registrable  Securities  on such Filing Date for an
      offering  to be made on a  continuous  basis  pursuant  to Rule  415.  The
      Registration  Statement shall be on Form S-3 (except if the Company is not
      then  eligible to register for resale the  Registrable  Securities on Form
      S-3, in which case such registration shall be on another  appropriate form
      in accordance herewith) and shall contain (unless otherwise directed by at
      least an 85% majority in interest of the Holders)  substantially the "Plan
      of Distribution"  attached hereto as Annex A. Subject to the terms of this
      Agreement,  the Company shall use its best efforts to cause a Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible  after  the  filing  thereof,  but  in  any  event  prior  to the
      applicable Effectiveness Date, and shall use its best efforts to keep such
      Registration  Statement  continuously  effective  under the Securities Act
      until all Registrable  Securities  covered by such Registration  Statement
      have been sold,  or may be sold without  volume  restrictions  pursuant to
      Rule 144(k),  as  determined  by the counsel to the Company  pursuant to a
      written  opinion  letter to such effect,  addressed and  acceptable to the
      Company's  transfer  agent and the affected  Holders  (the  "Effectiveness
      Period").  The Company shall  telephonically  request  effectiveness  of a
      Registration  Statement  as of 5:00 pm Eastern  Time on a Trading Day. The
      Company  shall  immediately  notify  the  Holders  via  facsimile  of  the
      effectiveness of a Registration Statement on the same Trading Day that the
      Company telephonically  confirms effectiveness with the Commission,  which
      shall be the date requested for effectiveness of a Registration Statement.
      The Company  shall,  by 9:30 am Eastern  Time on the Trading Day after the
      Effective  Date  (as  defined  in the  Purchase  Agreement),  file a final
      Prospectus  with the  Commission  as required  by Rule 424.  Failure to so
      notify  the  Holder  within  1  Trading  Day  of  such   notification   of
      effectiveness or failure to file a final Prospectus as a foresaid shall be
      deemed an Event under Section 2(b).

            (b) If: (i) a Registration Statement is not filed on or prior to its
      Filing  Date  (if the  Company  files  a  Registration  Statement  without
      affording the Holders the opportunity to review and comment on the same as
      required  by  Section  3(a),  the  Company  shall  not be  deemed  to have
      satisfied  this clause  (i)),  or (ii) the Company  fails to file with the
      Commission  a  request  for  acceleration  in  accordance  with  Rule  461
      promulgated under the Securities Act, within five Trading Days of the date
      that the Company is notified (orally or in writing,  whichever is earlier)
      by the Commission that a Registration Statement will not be "reviewed," or
      not subject to further review, or (iii) prior to its  Effectiveness  Date,
      the Company fails to file a pre-effective  amendment and otherwise respond
      in  writing  to  comments  made  by the  Commission  in  respect  of  such
      Registration  Statement  within 10  calendar  days  after the  receipt  of
      comments by or notice from the Commission  that such amendment is required
      in order for a Registration Statement to be


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      declared effective,  or (iv) a Registration Statement filed or required to
      be filed  hereunder is not declared  effective  by the  Commission  by its
      Effectiveness  Date, or (v) after the  Effectiveness  Date, a Registration
      Statement ceases for any reason to remain continuously effective as to all
      Registrable  Securities  for which it is required to be effective,  or the
      Holders are otherwise not permitted to utilize the  Prospectus  therein to
      resell such Registrable  Securities for more than 20 consecutive  calendar
      days or more than an  aggregate  of 30 calendar  days during any  12-month
      period (which need not be consecutive  calendar  Trading Days and provided
      that,  if such  suspension  of the use of the  Prospectus is in connection
      with the acquisition of All American Plazas, Inc., such period shall be 60
      consecutive  days) (any such  failure or breach  being  referred  to as an
      "Event",  and for  purposes  of clause  (i) or (iv) the date on which such
      Event  occurs,  or for purposes of clause (ii) the date on which such five
      Trading Day period is  exceeded,  or for purposes of clause (iii) the date
      which such 10 calendar day period is  exceeded,  or for purposes of clause
      (v) the date on  which  such 20 or 30  calendar  day  period  (or 60 if in
      connection  with  the  acquisition  of  All  American  Plazas,  Inc.),  as
      applicable,  is  exceeded  being  referred  to as "Event  Date"),  then in
      addition  to any other  rights the  Holders  may have  hereunder  or under
      applicable law, on each such Event Date and on each monthly anniversary of
      each such Event Date (if the applicable Event shall not have been cured by
      such date) until the applicable  Event is cured,  the Company shall pay to
      each Holder an amount in cash, as partial  liquidated damages and not as a
      penalty,  equal to 2% of the aggregate  purchase price paid by such Holder
      pursuant to the Purchase  Agreement for any  Registrable  Securities  then
      held by such  Holder  (except  that,  if the Event is  caused  solely as a
      result of the acquisition of All American Plazas,  Inc., the rate shall be
      1% for the first two months such Event has  occurred  and 2%  thereafter).
      Notwithstanding  anything  herein to the contrary,  the parties agree that
      (1) the Company will not be liable for partial  liquidated  damages  under
      this  Agreement with respect to any Warrants or Warrant Shares and (2) the
      maximum  aggregate  partial  liquidated  damages payable to a Holder under
      this Agreement shall be 24% of the aggregate  Subscription  Amount paid by
      such Holder  pursuant to the Purchase  Agreement.  If the Company fails to
      pay any partial liquidated damages pursuant to this Section in full within
      seven days after the date payable,  the Company will pay interest  thereon
      at a rate  of 18%  per  annum  (or  such  lesser  maximum  amount  that is
      permitted to be paid by applicable law) to the Holder, accruing daily from
      the date such partial liquidated damages are due until such amounts,  plus
      all  such  interest  thereon,  are paid in full.  The  partial  liquidated
      damages pursuant to the terms hereof shall apply on a daily pro-rata basis
      for any portion of a month prior to the cure of an Event.

      3. Registration Procedures.

      In connection with the Company's registration  obligations hereunder,  the
Company shall:

            (a) Not less than  three  Trading  Days  prior to the filing of each
      Registration  Statement  and not less  than one  Trading  Day prior to the
      filing of any related  Prospectus or any  amendment or supplement  thereto
      (including  any  document  that  would be  incorporated  or  deemed  to be
      incorporated therein by reference), the Company shall, (i)


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      furnish to each Holder copies of all such documents  proposed to be filed,
      which   documents   (other  than  those   incorporated  or  deemed  to  be
      incorporated  by reference) will be subject to the review of such Holders,
      and (ii)  cause  its  officers  and  directors,  counsel  and  independent
      certified  public  accountants  to respond to such  inquiries  as shall be
      necessary,  in the reasonable opinion of respective counsel to each Holder
      to conduct a reasonable investigation within the meaning of the Securities
      Act.  The  Company  shall not file a  Registration  Statement  or any such
      Prospectus or any amendments or  supplements  thereto to which the Holders
      of a majority of the Registrable  Securities  shall  reasonably  object in
      good faith,  provided  that,  the Company is notified of such objection in
      writing  no later  than 3  Trading  Days  after the  Holders  have been so
      furnished  copies of a  Registration  Statement or 1 Trading Day after the
      Holders  have  been so  furnished  copies  of any  related  Prospectus  or
      amendments or  supplements  thereto.  Each Holder agrees to furnish to the
      Company a completed  Questionnaire  in the form attached to this Agreement
      as Annex B (a  "Selling  Shareholder  Questionnaire")  not  less  than two
      Trading Days prior to the Filing Date or by the end of the fourth  Trading
      Day following the date on which such Holder  receives  draft  materials in
      accordance with this Section.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
      including post-effective  amendments,  to a Registration Statement and the
      Prospectus  used in  connection  therewith  as may be  necessary to keep a
      Registration   Statement  continuously  effective  as  to  the  applicable
      Registrable  Securities for the Effectiveness  Period and prepare and file
      with the Commission  such additional  Registration  Statements in order to
      register  for  resale  under  the  Securities  Act all of the  Registrable
      Securities;   (ii)  cause  the  related   Prospectus   to  be  amended  or
      supplemented by any required  Prospectus  supplement (subject to the terms
      of this Agreement), and as so supplemented or amended to be filed pursuant
      to Rule 424;  (iii)  respond as  promptly  as  reasonably  possible to any
      comments  received  from the  Commission  with  respect to a  Registration
      Statement or any amendment thereto and as promptly as reasonably  possible
      provide the Holders true and complete  copies of all  correspondence  from
      and to the Commission relating to a Registration  Statement (provided that
      the  Company  may excise any  information  contained  therein  which would
      constitute material non-public  information as to any Holder which has not
      executed a confidentiality agreement with the Company); and (iv) comply in
      all material  respects with the  provisions of the  Securities Act and the
      Exchange Act with respect to the disposition of all Registrable Securities
      covered  by a  Registration  Statement  during  the  applicable  period in
      accordance  (subject  to the terms of this  Agreement)  with the  intended
      methods  of  disposition  by  the  Holders   thereof  set  forth  in  such
      Registration  Statement  as  so  amended  or  in  such  Prospectus  as  so
      supplemented.

            (c) If during the  Effectiveness  Period,  the number of Registrable
      Securities at any time exceeds 90% of the number of shares of Common Stock
      then registered in a Registration  Statement,  then the Company shall file
      as soon as reasonably  practicable but in any case prior to the applicable
      Filing Date, an additional  Registration  Statement covering the resale by
      the  Holders  of not less  than  130% of the  number  of such  Registrable
      Securities.


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            (d) Notify the Holders of  Registrable  Securities to be sold (which
      notice  shall,   pursuant  to  clauses  (iii)  through  (vi)  hereof,   be
      accompanied by an  instruction to suspend the use of the Prospectus  until
      the requisite  changes have been made) as promptly as reasonably  possible
      (and, in the case of (i)(A) below,  not less than one Trading Day prior to
      such filing) and (if requested by any such Person)  confirm such notice in
      writing no later than one  Trading  Day  following  the day (i)(A)  when a
      Prospectus or any Prospectus  supplement or post-effective  amendment to a
      Registration  Statement is proposed to be filed;  (B) when the  Commission
      notifies the Company whether there will be a "review" of such Registration
      Statement  and  whenever  the  Commission  comments  in  writing  on  such
      Registration  Statement;  and (C) with respect to a Registration Statement
      or any post-effective  amendment, when the same has become effective; (ii)
      of  any  request  by  the   Commission  or  any  other  Federal  or  state
      governmental  authority for  amendments or  supplements  to a Registration
      Statement  or  Prospectus  or for  additional  information;  (iii)  of the
      issuance  by the  Commission  or any other  federal or state  governmental
      authority of any stop order suspending the effectiveness of a Registration
      Statement  covering  any  or  all of  the  Registrable  Securities  or the
      initiation of any Proceedings for that purpose; (iv) of the receipt by the
      Company  of  any  notification  with  respect  to  the  suspension  of the
      qualification  or exemption from  qualification  of any of the Registrable
      Securities for sale in any jurisdiction,  or the initiation or threatening
      of any Proceeding for such purpose;  (v) of the occurrence of any event or
      passage  of  time  that  makes  the  financial  statements  included  in a
      Registration  Statement  ineligible for inclusion therein or any statement
      made  in  a   Registration   Statement  or   Prospectus  or  any  document
      incorporated or deemed to be incorporated  therein by reference  untrue in
      any  material  respect or that  requires any  revisions to a  Registration
      Statement,  Prospectus  or  other  documents  so  that,  in the  case of a
      Registration Statement or the Prospectus,  as the case may be, it will not
      contain  any  untrue  statement  of a  material  fact or omit to state any
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein,  in light of the circumstances  under which they were
      made, not misleading;  and (vi) the occurrence or existence of any pending
      corporate  development  with  respect  to the  Company  that  the  Company
      believes may be material and that,  in the  determination  of the Company,
      makes it not in the  best  interest  of the  Company  to  allow  continued
      availability of a Registration Statement or Prospectus;  provided that any
      and all of such information shall remain confidential to each Holder until
      such information  otherwise becomes public,  unless disclosure by a Holder
      is required  by law;  provided,  further,  notwithstanding  each  Holder's
      agreement  to keep such  information  confidential,  the  Holders  make no
      acknowledgement   that  any  such  information  is  material,   non-public
      information.

            (e) Use its best  efforts to avoid the  issuance  of, or, if issued,
      obtain the withdrawal of (i) any order  suspending the  effectiveness of a
      Registration  Statement,  or (ii) any suspension of the  qualification (or
      exemption from  qualification)  of any of the  Registrable  Securities for
      sale in any jurisdiction, at the earliest practicable moment.

            (f) Furnish to each Holder,  without charge,  at least one conformed
      copy of each  such  Registration  Statement  and each  amendment  thereto,
      including financial statements and schedules,  all documents  incorporated
      or deemed to be incorporated  therein by reference to the extent requested
      by such Person,  and all  exhibits to the extent


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      requested  by  such  Person  (including  those  previously   furnished  or
      incorporated  by reference)  promptly  after the filing of such  documents
      with the Commission.

            (g)  Subject  to the terms of this  Agreement,  the  Company  hereby
      consents to the use of such  Prospectus  and each  amendment or supplement
      thereto by each of the selling Holders in connection with the offering and
      sale of the  Registrable  Securities  covered by such  Prospectus  and any
      amendment  or  supplement  thereto,  except after the giving of any notice
      pursuant to Section 3(d).

            (h) If NASDR Rule 2710 requires any  broker-dealer  to make a filing
      prior to  executing  a sale by a  Holder,  the  Company  shall (i) make an
      Issuer Filing with the NASDR, Inc. Corporate Financing Department pursuant
      to proposed NASDR Rule 2710(b)(10)(A)(i), (ii) respond within five Trading
      Days to any comments  received from NASDR in connection  therewith,  (iii)
      and pay the filing fee required in connection therewith.

            (i) Prior to any resale of Registrable  Securities by a Holder,  use
      its  commercially  reasonable  efforts to register or qualify or cooperate
      with  the  selling  Holders  in  connection   with  the   registration  or
      qualification  (or exemption from the  Registration or  qualification)  of
      such  Registrable  Securities  for the  resale  by the  Holder  under  the
      securities or Blue Sky laws of such jurisdictions within the United States
      as any Holder reasonably requests in writing, to keep each registration or
      qualification (or exemption  therefrom) effective during the Effectiveness
      Period and to do any and all other acts or things reasonably  necessary to
      enable the disposition in such jurisdictions of the Registrable Securities
      covered by each Registration  Statement;  provided, that the Company shall
      not be required to qualify  generally  to do business in any  jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in any such jurisdiction where it is not then so subject or file a general
      consent to service of process in any such jurisdiction.

            (j) If  requested  by the  Holders,  cooperate  with the  Holders to
      facilitate   the  timely   preparation   and   delivery  of   certificates
      representing  Registrable  Securities  to  be  delivered  to a  transferee
      pursuant to a Registration Statement, which certificates shall be free, to
      the  extent  permitted  by the  Purchase  Agreement,  of  all  restrictive
      legends,  and  to  enable  such  Registrable  Securities  to  be  in  such
      denominations  and  registered  in such  names  as any  such  Holders  may
      request.

            (k) Upon the occurrence of any event contemplated by this Section 3,
      as promptly as reasonably  possible  under the  circumstances  taking into
      account the Company's good faith assessment of any adverse consequences to
      the Company  and its  stockholders  of the  premature  disclosure  of such
      event,  prepare a  supplement  or  amendment,  including a  post-effective
      amendment,  to a  Registration  Statement or a  supplement  to the related
      Prospectus  or any  document  incorporated  or deemed  to be  incorporated
      therein by  reference,  and file any other  required  document so that, as
      thereafter delivered, neither a Registration Statement nor such Prospectus
      will  contain an untrue  statement  of a material  fact or omit to state a
      material  fact  required  to be stated


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      therein  or  necessary  to make the  statements  therein,  in light of the
      circumstances  under which they were made, not misleading.  If the Company
      notifies  the Holders in  accordance  with clauses  (iii)  through (vi) of
      Section  3(d)  above  to  suspend  the  use of any  Prospectus  until  the
      requisite  changes to such  Prospectus  have been made,  then the  Holders
      shall  suspend  use of such  Prospectus.  The  Company  will  use its best
      efforts  to  ensure  that  the use of the  Prospectus  may be  resumed  as
      promptly as is practicable.  The Company shall be entitled to exercise its
      right  under  this  Section  3(k)  to  suspend  the   availability   of  a
      Registration  Statement and Prospectus,  subject to the payment of partial
      liquidated damages pursuant to Section 2(b), for a period not to exceed 90
      calendar days (which need not be consecutive days) in any 12 month period.

            (l)  Comply  with  all  applicable  rules  and  regulations  of  the
      Commission.

            (m) The Company may require  each  selling  Holder to furnish to the
      Company a certified  statement  as to the number of shares of Common Stock
      beneficially owned by such Holder and, if required by the Commission,  the
      natural persons thereof that have voting and dispositive  control over the
      Shares.  During  any  periods  that  the  Company  is  unable  to meet its
      obligations  hereunder with respect to the registration of the Registrable
      Securities  solely  because any Holder fails to furnish  such  information
      within three Trading Days of the Company's request, any liquidated damages
      that are  accruing at such time as to such Holder only shall be tolled and
      any Event that may otherwise  occur solely  because of such delay shall be
      suspended as to such Holder only,  until such  information is delivered to
      the Company.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  (B) in compliance with applicable  state securities or Blue
Sky laws  reasonably  agreed to by the  Company in writing  (including,  without
limitation, fees and disbursements of counsel for the Company in connection with
Blue  Sky  qualifications  or  exemptions  of  the  Registrable  Securities  and
determination  of the eligibility of the  Registrable  Securities for investment
under the laws of such jurisdictions as requested by the Holders) and (C) if not
previously paid by the Company in connection with an Issuer Filing, with respect
to any filing  that may be  required  to be made by any broker  through  which a
Holder intends to make sales of  Registrable  Securities  with NASD  Regulation,
Inc.  pursuant to the NASD Rule 2710, so long as the broker is receiving no more
than a  customary  brokerage  commission  in  connection  with such  sale,  (ii)
printing  expenses   (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses  if the
printing of prospectuses is reasonably requested by the holders of a majority of
the  Registrable  Securities  included  in  a  Registration  Statement),   (iii)
messenger,  telephone  and delivery  expenses,  (iv) fees and  disbursements  of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible


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for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any broker or similar  commissions  of any Holder or, except to
the extent  provided for in the Transaction  Documents,  any legal fees or other
costs of the Holders.

      5. Indemnification

            (a)   Indemnification   by   the   Company.   The   Company   shall,
      notwithstanding  any  termination  of this  Agreement,  indemnify and hold
      harmless each Holder, the officers,  directors, members, partners, agents,
      brokers  (including  brokers who offer and sell Registrable  Securities as
      principal as a result of a pledge or any failure to perform under a margin
      call of Common  Stock),  investment  advisors and employees (and any other
      Persons  with a  functionally  equivalent  role of a Person  holding  such
      titles,  notwithstanding  a lack of such title or any other title) of each
      of them,  each Person who controls any such Holder  (within the meaning of
      Section 15 of the  Securities  Act or Section 20 of the Exchange  Act) and
      the  officers,  directors,  members,  shareholders,  partners,  agents and
      employees (and any other Persons with a functionally  equivalent role of a
      Person  holding such titles,  notwithstanding  a lack of such title or any
      other  title) of each  such  controlling  Person,  to the  fullest  extent
      permitted by applicable law, from and against any and all losses,  claims,
      damages,  liabilities,  costs (including,  without limitation,  reasonable
      attorneys'  fees) and  expenses  (collectively,  "Losses"),  as  incurred,
      arising out of or relating to (1) any untrue or alleged  untrue  statement
      of a material fact contained in a Registration  Statement,  any Prospectus
      or any form of prospectus or in any amendment or supplement  thereto or in
      any preliminary prospectus,  or arising out of or relating to any omission
      or alleged  omission of a material fact  required to be stated  therein or
      necessary to make the statements therein (in the case of any Prospectus or
      form of prospectus or supplement  thereto,  in light of the  circumstances
      under which they were made) not misleading or (2) any violation or alleged
      violation  by the Company of the  Securities  Act, the Exchange Act or any
      state securities law, or any rule or regulation thereunder,  in connection
      with the  performance of its obligations  under this Agreement,  except to
      the extent,  but only to the extent,  that (i) such untrue  statements  or
      omissions  are  based  solely  upon  information   regarding  such  Holder
      furnished  in writing  to the  Company by such  Holder  expressly  for use
      therein,  or to the extent that such information relates to such Holder or
      such Holder's  proposed method of  distribution of Registrable  Securities
      and was  reviewed  and  expressly  approved  in  writing  by  such  Holder
      expressly for use in a  Registration  Statement,  such  Prospectus or such
      form of Prospectus  or in any  amendment or  supplement  thereto (it being
      understood  that the Holder has approved  Annex A hereto for this purpose)
      or (ii) in the case of an occurrence of an event of the type  specified in
      Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective
      Prospectus  after the Company has notified such Holder in writing that the
      Prospectus  is  outdated  or  defective  and prior to the  receipt by such
      Holder of the Advice  contemplated  in Section  6(d).  The  Company  shall
      notify the Holders promptly of the institution, threat


                                       9
<PAGE>

      or assertion of any  Proceeding  arising  from or in  connection  with the
      transactions contemplated by this Agreement of which the Company is aware.

            (b) Indemnification by Holders. Each Holder shall, severally and not
      jointly, indemnify and hold harmless the Company, its directors, officers,
      agents and  employees,  each Person who controls  the Company  (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the directors, officers, agents or employees of such controlling
      Persons,  to the fullest  extent  permitted by  applicable  law,  from and
      against all Losses,  as  incurred,  to the extent  arising out of or based
      solely  upon:  (x) such  Holder's  failure to comply  with the  prospectus
      delivery  requirements  of the Securities Act or (y) any untrue or alleged
      untrue  statement  of  a  material  fact  contained  in  any  Registration
      Statement, any Prospectus,  or any form of prospectus, or in any amendment
      or supplement thereto or in any preliminary prospectus,  or arising out of
      or  relating  to any  omission  or alleged  omission  of a  material  fact
      required to be stated therein or necessary to make the statements  therein
      not misleading (i) to the extent, but only to the extent, that such untrue
      statement  or omission is  contained  in any  information  so furnished in
      writing by such Holder to the Company  specifically  for inclusion in such
      Registration  Statement or such Prospectus or (ii) to the extent that such
      information  relates to such Holder's  proposed  method of distribution of
      Registrable  Securities and was reviewed and expressly approved in writing
      by such Holder  expressly  for use in a  Registration  Statement (it being
      understood  that the Holder has approved Annex A hereto for this purpose),
      such  Prospectus  or  such  form  of  Prospectus  or in any  amendment  or
      supplement thereto or (ii) in the case of an occurrence of an event of the
      type  specified  in Section  3(d)(iii)-(vi),  the use by such Holder of an
      outdated or  defective  Prospectus  after the Company  has  notified  such
      Holder in writing that the  Prospectus  is outdated or defective and prior
      to the receipt by such Holder of the Advice  contemplated in Section 6(d).
      In no event shall the liability of any selling Holder hereunder be greater
      in amount  than the dollar  amount of the net  proceeds  received  by such
      Holder  upon the sale of the  Registrable  Securities  giving rise to such
      indemnification obligation.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
      be brought or asserted against any Person entitled to indemnity  hereunder
      (an "Indemnified Party"), such Indemnified Party shall promptly notify the
      Person  from  whom  indemnity  is sought  (the  "Indemnifying  Party")  in
      writing,  and the  Indemnifying  Party  shall have the right to assume the
      defense   thereof,   including  the   employment  of  counsel   reasonably
      satisfactory  to the  Indemnified  Party and the  payment  of all fees and
      expenses incurred in connection with defense thereof;  provided,  that the
      failure of any Indemnified Party to give such notice shall not relieve the
      Indemnifying  Party of its  obligations  or  liabilities  pursuant to this
      Agreement,  except  (and  only) to the  extent  that it  shall be  finally
      determined by a court of competent  jurisdiction  (which  determination is
      not  subject to appeal or further  review)  that such  failure  shall have
      prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
      in any such Proceeding and to participate in the defense thereof,  but the
      fees  and  expenses  of  such  counsel  shall  be at the  expense  of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; (2) the


                                       10
<PAGE>

      Indemnifying  Party  shall have  failed  promptly to assume the defense of
      such  Proceeding and to employ  counsel  reasonably  satisfactory  to such
      Indemnified Party in any such Proceeding;  or (3) the named parties to any
      such  Proceeding  (including  any  impleaded  parties)  include  both such
      Indemnified  Party  and  the  Indemnifying   Party,  and  counsel  to  the
      Indemnified  Party shall  reasonably  believe that a material  conflict of
      interest is likely to exist if the same  counsel  were to  represent  such
      Indemnified  Party and the  Indemnifying  Party (in  which  case,  if such
      Indemnified  Party  notifies  the  Indemnifying  Party in writing  that it
      elects to employ  separate  counsel  at the  expense  of the  Indemnifying
      Party,  the  Indemnifying  Party  shall not have the  right to assume  the
      defense  thereof and the reasonable  fees and expenses of no more than one
      separate counsel shall be at the expense of the Indemnifying  Party).  The
      Indemnifying  Party  shall not be liable  for any  settlement  of any such
      Proceeding  effected without its written consent,  which consent shall not
      be unreasonably  withheld or delayed. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party,  effect any settlement
      of any pending  Proceeding in respect of which any Indemnified  Party is a
      party,  unless such settlement  includes an unconditional  release of such
      Indemnified Party from all liability on claims that are the subject matter
      of such Proceeding.

            Subject  to the terms of this  Agreement,  all  reasonable  fees and
      expenses of the Indemnified Party (including  reasonable fees and expenses
      to the extent  incurred in connection with  investigating  or preparing to
      defend such  Proceeding  in a manner not  inconsistent  with this Section)
      shall be paid to the Indemnified  Party,  as incurred,  within ten Trading
      Days of written notice thereof to the Indemnifying Party;  provided,  that
      the Indemnified Party shall promptly  reimburse the Indemnifying Party for
      that  portion of such fees and  expenses  applicable  to such  actions for
      which such Indemnified  Party is judicially  determined to be not entitled
      to indemnification hereunder.

            (d) Contribution.  If the indemnification under Section 5(a) or 5(b)
      is  unavailable  to an  Indemnified  Party  or  insufficient  to  hold  an
      Indemnified Party harmless for any Losses,  then each  Indemnifying  Party
      shall contribute to the amount paid or payable by such Indemnified  Party,
      in such  proportion as is appropriate to reflect the relative fault of the
      Indemnifying  Party and Indemnified  Party in connection with the actions,
      statements or omissions  that resulted in such Losses as well as any other
      relevant equitable considerations. The relative fault of such Indemnifying
      Party and  Indemnified  Party shall be  determined  by reference to, among
      other  things,  whether any action in  question,  including  any untrue or
      alleged  untrue  statement  of a  material  fact or  omission  or  alleged
      omission  of a  material  fact,  has been  taken or made by, or relates to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the  parties'  relative  intent,  knowledge,  access  to  information  and
      opportunity to correct or prevent such action,  statement or omission. The
      amount  paid or  payable  by a party as a result  of any  Losses  shall be
      deemed to include, subject to the limitations set forth in this Agreement,
      any reasonable attorneys' or other reasonable fees or expenses incurred by
      such party in  connection  with any  Proceeding  to the extent  such party
      would  have  been   indemnified   for  such  fees  or   expenses   if  the
      indemnification  provided for in this Section was  available to such party
      in accordance with its terms.


                                       11
<PAGE>

            The parties  hereto agree that it would not be just and equitable if
      contribution  pursuant to this  Section 5(d) were  determined  by pro rata
      allocation  or by any other method of  allocation  that does not take into
      account  the  equitable  considerations  referred  to in  the  immediately
      preceding paragraph.  Notwithstanding the provisions of this Section 5(d),
      no Holder shall be required to contribute, in the aggregate, any amount in
      excess of the amount by which the net proceeds  actually  received by such
      Holder  from  the  sale  of  the  Registrable  Securities  subject  to the
      Proceeding  exceeds  the  amount  of any  damages  that  such  Holder  has
      otherwise  been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission.

            The indemnity and contribution  agreements contained in this Section
      are in addition to any liability that the Indemnifying Parties may have to
      the Indemnified Parties.

   6. Miscellaneous

      (a) Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  respective  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance in respect of such breach,  it shall not assert
or shall waive the defense that a remedy at law would be adequate.

      (b) No Piggyback on  Registrations.  Except as set forth on Schedule  6(b)
attached hereto, neither the Company nor any of its security holders (other than
the Holders in such  capacity  pursuant  hereto) may include  securities  of the
Company  in the  initial  Registration  Statement  other  than  the  Registrable
Securities.  The Company shall not file any other registration  statements until
the initial  Registration  Statement required hereunder is declared effective by
the  Commission,  provided that this Section 6(b) shall not prohibit the Company
from filing amendments to registration statements already filed.

      (c) Compliance.  Each Holder covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection  with sales of Registrable  Securities  pursuant to a Registration
Statement.

      (d)  Discontinued  Disposition.  Each Holder agrees by its  acquisition of
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under a Registration  Statement  until it is advised in writing (the
"Advice") by the Company that the use of the  applicable  Prospectus  (as it may
have been supplemented or amended) may be resumed. The Company will use its best
efforts to ensure that the use of the  Prospectus  may be resumed as promptly as
it  practicable.  The Company  agrees and  acknowledges  that any periods during
which the Holder is required to


                                       12
<PAGE>

discontinue  the disposition of the  Registrable  Securities  hereunder shall be
subject to the provisions of Section 2(b).

      (e)  Piggy-Back  Registrations.  If at any time  during the  Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity securities issuable in connection with the stock option or other employee
benefit  plans,  then the Company shall send to each Holder a written  notice of
such  determination  and, if within  fifteen days after the date of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder requests to be registered; provided, however, that, the Company shall not
be required to register any Registrable Securities pursuant to this Section 6(e)
that are  eligible  for resale  pursuant  to Rule 144(k)  promulgated  under the
Securities  Act  or  that  are  the  subject  of a then  effective  Registration
Statement;  provided, further, that the Company shall not be required to include
such  Registrable  Securities  in an  underwritten  offering  solely of  Company
securities if the managing  underwriter(s) advises the Company that inclusion of
such Registrable Securities would adversely affect such offering.

      (f) Amendments and Waivers.  The provisions of this  Agreement,  including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company  and the
Holders  of  66%  or  more  of  the  then  outstanding  Registrable  Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  and that does not  directly  or  indirectly  affect the rights of other
Holders may be given by Holders of all of the  Registrable  Securities  to which
such waiver or consent relates;  provided,  however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

      (g) Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

      (h) Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the  benefit  of each  Holder.  The  Company  may not assign
(except by merger) its rights or obligations hereunder without the prior written
consent of all of the Holders of the  then-outstanding  Registrable  Securities.
Each Holder may assign their  respective  rights  hereunder in the manner and to
the Persons as permitted under the Purchase Agreement.

      (i)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any of its
Subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  Subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement  with  respect  to its  securities,  that  would  have


                                       13
<PAGE>

the effect of impairing the rights  granted to the Holders in this  Agreement or
otherwise conflicts with the provisions hereof.  Except as set forth on Schedule
6(i),  neither the Company nor any of its  subsidiaries  has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person that have not been satisfied in full.

      (j) Execution and  Counterparts.  This Agreement may be executed in two or
more counterparts,  all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission  or by e-mail  delivery of a ".pdf"  format
data file,  such  signature  shall create a valid and binding  obligation of the
party  executing (or on whose behalf such  signature is executed)  with the same
force and effect as if such facsimile or ".pdf"  signature page were an original
thereof.

      (k) Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance with the provisions of the Purchase Agreement.

      (l) Cumulative  Remedies.  The remedies provided herein are cumulative and
not exclusive of any other remedies provided by law.

      (m) Severability.  If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

      (n) Headings.  The headings in this Agreement are for convenience only, do
not  constitute  a part of the  Agreement  and  shall  not be deemed to limit or
affect any of the provisions hereof.

      (o) Independent Nature of Holders' Obligations and Rights. The obligations
of each Holder  hereunder are several and not joint with the  obligations of any
other Holder  hereunder,  and no Holder shall be  responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing contained
herein or in any other  agreement or document  delivered at any closing,  and no
action  taken by any  Holder  pursuant  hereto  or  thereto,  shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  shall be entitled to protect and
enforce its rights,  including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.

                              ********************


                                       14
<PAGE>

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

                                ABLE ENERGY, INC.


                                By:__________________________________________
                                   Name:
                                   Title:


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


                                       15
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO ABLE RRA]

Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________

                           [SIGNATURE PAGES CONTINUE]


                                       16
<PAGE>

                              Plan of Distribution

      Each Selling Stockholder (the "Selling  Stockholders") of the common stock
and any of their pledgees,  assignees and successors-in-interest  may, from time
to time,  sell any or all of their shares of common stock on the Nasdaq  Capital
Market or any other  stock  exchange,  market or trading  facility  on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  A  Selling  Stockholder  may  use  any  one or  more of the
following methods when selling shares:

            o     ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

            o     block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

            o     purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

            o     an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

            o     privately negotiated transactions;

            o     settlement  of short sales  entered  into after the  effective
                  date of the registration statement of which this prospectus is
                  a part;

            o     broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

            o     through the writing or  settlement of options or other hedging
                  transactions,   whether   through  an  options   exchange   or
                  otherwise;

            o     a combination of any such methods of sale; or

            o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available,  rather
than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.


                                       17
<PAGE>

      In connection with the sale of the common stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

      The Company is required to pay certain fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act including Rule 172  thereunder.  In addition,
any  securities  covered by this  prospectus  which qualify for sale pursuant to
Rule 144 under the  Securities  Act may be sold under Rule 144 rather than under
this  prospectus.  There is no  underwriter  or  coordinating  broker  acting in
connection  with  the  proposed  sale  of  the  resale  shares  by  the  Selling
Stockholders.

      We agreed to keep this  prospectus  effective until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to this  prospectus or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

      Under applicable rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making  activities with respect to the common stock for the applicable
restricted  period, as defined in Regulation


                                       18
<PAGE>

M, prior to the  commencement  of the  distribution.  In  addition,  the Selling
Stockholders  will be subject to  applicable  provisions of the Exchange Act and
the rules and regulations  thereunder,  including  Regulation M, which may limit
the timing of  purchases  and sales of shares of the common stock by the Selling
Stockholders  or any  other  person.  We will  make  copies  of this  prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale (including by compliance with Rule 172 under the Securities Act).


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<PAGE>

                                ABLE ENERGY, INC.

                 Selling Securityholder Notice and Questionnaire

      The  undersigned  beneficial  owner of common stock,  par value $0.001 per
share (the "Common Stock"),  of Able Energy,  Inc., a Delaware  corporation (the
"Company"),  (the  "Registrable  Securities")  understands  that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"Commission")   a  registration   statement  on  Form  S-3  (the   "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
August ____, 2006 (the "Registration  Rights Agreement"),  among the Company and
the Purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

      Certain   legal   consequences   arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

      The  undersigned  beneficial  owner  (the  "Selling   Securityholder")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.


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<PAGE>

The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.    Name.

      (a)   Full Legal Name of Selling Securityholder

            --------------------------------------------------------------------

      (b)   Full Legal Name of Registered  Holder (if not the same as (a) above)
            through  which  Registrable  Securities  Listed  in Item 3 below are
            held:

            --------------------------------------------------------------------

      (c)   Full Legal Name of Natural  Control  Person  (which  means a natural
            person who directly or indirectly  alone or with others has power to
            vote or dispose of the securities covered by the questionnaire):

            --------------------------------------------------------------------

2.    Address for Notices to Selling Securityholder:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
    ----------------------------------------------------------------------------
Contact Person:
               -----------------------------------------------------------------

3.    Beneficial Ownership of Registrable Securities:

      (a)   Type and Principal  Amount of  Registrable  Securities  beneficially
            owned (not including the  Registrable  Securities  that are issuable
            pursuant to the Purchase Agreement):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


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<PAGE>

4.    Broker-Dealer Status:

      (a)   Are you a broker-dealer?

                               Yes |_|     No |_|

      (b)   If  "yes"  to  Section  4(a),  did  you  receive  your   Registrable
            Securities as compensation  for investment  banking  services to the
            Company.

                               Yes |_|     No |_|

      Note:  If no,  the  Commission's  staff has  indicated  that you should be
             identified as an underwriter in the Registration Statement.

      (c)   Are you an affiliate of a broker-dealer?

                               Yes |_|     No |_|

      (d)   If you are an affiliate of a broker-dealer,  do you certify that you
            bought  the  Registrable   Securities  in  the  ordinary  course  of
            business,  and  at  the  time  of the  purchase  of the  Registrable
            Securities to be resold,  you had no  agreements or  understandings,
            directly  or   indirectly,   with  any  person  to  distribute   the
            Registrable Securities?

                               Yes |_|     No |_|

      Note:  If no,  the  Commission's  staff has  indicated  that you should be
             identified as an underwriter in the Registration Statement.

5.    Beneficial  Ownership  of Other  Securities  of the  Company  Owned by the
      Selling Securityholder.

      Except  as set  forth  below in this  Item 5, the  undersigned  is not the
      beneficial or registered owner of any securities of the Company other than
      the Registrable Securities listed above in Item 3.

      (a)   Type  and  Amount  of  Other  Securities  beneficially  owned by the
            Selling Securityholder:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


                                       22
<PAGE>

6.    Relationships with the Company:

      Except as set forth below, neither the undersigned nor any of its
      affiliates, officers, directors or principal equity holders (owners of
      5% of more of the equity securities of the undersigned) has held any
      position or office or has had any other material relationship with the
      Company (or its predecessors or affiliates) during the past three
      years.

      State any exceptions here:

      -----------------------------------------------------------------------

      -----------------------------------------------------------------------


      The undersigned  agrees to promptly notify the Company of any inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

      By signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

      IN WITNESS WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                                Beneficial Owner:
       ------------------------------                   ------------------------

                                      By:
                                           -------------------------------------
                                           Name:
                                           Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


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