EXHIBIT 4.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                ABLE ENERGY, INC.

            THIS COMMON STOCK PURCHASE  WARRANT (the "Warrant")  certifies that,
for value received,  _____________ (the "Holder"),  is entitled,  upon the terms
and subject to the  limitations on exercise and the conditions  hereinafter  set
forth, at any time on or after the date hereof (the "Initial Exercise Date") and
on or prior to the close of business on the five year anniversary of the Initial
Exercise Date (the "Termination Date") but not thereafter,  to subscribe for and
purchase from Able Energy, Inc., a Delaware  corporation (the "Company"),  up to
______  shares (the  "Warrant  Shares") of Common  Stock,  par value  $0.001 per
share, of the Company (the "Common Stock").

      Section 1.  Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase  Agreement"),  dated August 8, 2006,  among the Company
and the purchasers signatory thereto.

      Section 2. Exercise.

            a) Exercise of Warrant.  Exercise of the purchase rights represented
      by this Warrant may be made,  in whole or in part, at any time or times on
      or after the Initial  Exercise Date and on or before the Termination  Date
      by delivery to the Company of a duly executed facsimile copy of the Notice
      of Exercise  Form  annexed  hereto (or such other  office or agency of the
      Company as it may designate by notice in writing to the registered  Holder
      at the address of such Holder appearing on the books of the Company); and,
      within 3 Trading  Days of the date said Notice of Exercise is delivered to
      the


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<PAGE>

      Company, the Company shall have received payment of the aggregate Exercise
      Price of the shares thereby  purchased by wire transfer or cashier's check
      drawn on a United  States  bank.  Notwithstanding  anything  herein to the
      contrary,  the Holder shall not be required to physically  surrender  this
      Warrant to the Company  until the Holder has  purchased all of the Warrant
      Shares available  hereunder and the Warrant has been exercised in full, in
      which case,  the Holder  shall  surrender  this Warrant to the Company for
      cancellation  within  3  Trading  Days of the  date the  final  Notice  of
      Exercise is delivered to the  Company.  Partial  exercises of this Warrant
      resulting in purchases of a portion of the total number of Warrant  Shares
      available  hereunder  shall have the effect of  lowering  the  outstanding
      number of Warrant Shares  purchasable  hereunder in an amount equal to the
      applicable number of Warrant Shares purchased.  The Holder and the Company
      shall maintain  records showing the number of Warrant Shares purchased and
      the date of such purchases. The Company shall deliver any objection to any
      Notice of Exercise  Form within 1 Business  Day of receipt of such notice.
      In the event of any  dispute  or  discrepancy,  the  records of the Holder
      shall be controlling and  determinative  in the absence of manifest error.
      The Holder and any assignee,  by  acceptance of this Warrant,  acknowledge
      and agree that, by reason of the provisions of this  paragraph,  following
      the purchase of a portion of the Warrant Shares  hereunder,  the number of
      Warrant Shares  available for purchase  hereunder at any given time may be
      less than the amount stated on the face hereof.

            b) Exercise Price.  The exercise price per share of the Common Stock
      under this Warrant shall be $4.00,  subject to adjustment  hereunder  (the
      "Exercise Price").

            c) Cashless Exercise. If at any time after one year from the date of
      issuance of this  Warrant  there is no  effective  Registration  Statement
      registering,  or no current  prospectus  available  for, the resale of the
      Warrant  Shares by the Holder,  then this Warrant may also be exercised at
      such time by means of a "cashless  exercise"  in which the Holder shall be
      entitled to receive a certificate  for the number of Warrant  Shares equal
      to the quotient obtained by dividing [(A-B) (X)] by (A), where:

            (A) = the VWAP on the Trading Day  immediately  preceding the date
                  of such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant Shares  issuable upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            Notwithstanding  anything herein to the contrary, on the Termination
      Date, this Warrant shall be automatically  exercised via cashless exercise
      pursuant to this Section 2(c).


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<PAGE>

            d) Exercise Limitations.

                  i.  Holder's  Restrictions.  The Company  shall not effect any
            exercise of this  Warrant,  and a Holder shall not have the right to
            exercise  any portion of this  Warrant,  pursuant to Section 2(c) or
            otherwise,  to the extent that after giving  effect to such issuance
            after  exercise as set forth on the  applicable  Notice of Exercise,
            such Holder (together with such Holder's  Affiliates,  and any other
            person or entity acting as a group  together with such Holder or any
            of such Holder's Affiliates),  as set forth on the applicable Notice
            of  Exercise,  would  beneficially  own in excess of the  Beneficial
            Ownership  Limitation  (as  defined  below).  For  purposes  of  the
            foregoing   sentence,   the   number  of  shares  of  Common   Stock
            beneficially  owned by such Holder and its Affiliates  shall include
            the number of shares of Common Stock  issuable upon exercise of this
            Warrant with respect to which such  determination is being made, but
            shall  exclude  the number of shares of Common  Stock which would be
            issuable upon (A) exercise of the remaining, nonexercised portion of
            this  Warrant  beneficially  owned  by  such  Holder  or  any of its
            Affiliates  and (B) exercise or  conversion  of the  unexercised  or
            nonconverted   portion  of  any  other  securities  of  the  Company
            (including,  without  limitation,  any other Debentures or Warrants)
            subject to a limitation on  conversion or exercise  analogous to the
            limitation contained herein beneficially owned by such Holder or any
            of its  affiliates.  Except as set forth in the preceding  sentence,
            for purposes of this Section 2(d)(i),  beneficial ownership shall be
            calculated in accordance  with Section 13(d) of the Exchange Act and
            the  rules  and  regulations   promulgated   thereunder,   it  being
            acknowledged  by a Holder  that the Company is not  representing  to
            such Holder that such  calculation  is in  compliance  with  Section
            13(d) of the Exchange Act and such Holder is solely  responsible for
            any schedules required to be filed in accordance  therewith.  To the
            extent that the  limitation  contained in this Section 2(d) applies,
            the  determination  of  whether  this  Warrant  is  exercisable  (in
            relation to other  securities owned by such Holder together with any
            Affiliates)  and of which a portion of this  Warrant is  exercisable
            shall be in the sole discretion of a Holder, and the submission of a
            Notice of Exercise shall be deemed to be each Holder's determination
            of  whether  this  Warrant  is  exercisable  (in  relation  to other
            securities owned by such Holder together with any Affiliates) and of
            which portion of this Warrant is  exercisable,  in each case subject
            to such aggregate percentage limitation,  and the Company shall have
            no   obligation   to  verify  or  confirm   the   accuracy  of  such
            determination.  In addition,  a determination as to any group status
            as contemplated above shall be determined in accordance with Section
            13(d) of the Exchange Act and the rules and regulations  promulgated
            thereunder.  For purposes of this Section 2(d), in  determining  the
            number of  outstanding  shares of Common Stock, a Holder may rely on
            the number of outstanding shares of Common Stock as reflected in (x)
            the  Company's  most recent Form 10-Q or Form 10-K,  as the case may
            be, (y) a more recent public  announcement by the Company or (z) any
            other notice by the Company or the Company's  Transfer Agent setting
            forth the


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<PAGE>

            number of shares of Common  Stock  outstanding.  Upon the written or
            oral request of a Holder,  the Company shall within two Trading Days
            confirm orally and in writing to such Holder the number of shares of
            Common  Stock  then   outstanding.   In  any  case,  the  number  of
            outstanding  shares of Common Stock shall be determined after giving
            effect to the  conversion  or exercise of securities of the Company,
            including this Warrant,  by such Holder or its Affiliates  since the
            date as of which such number of  outstanding  shares of Common Stock
            was reported.  The "Beneficial  Ownership Limitation" shall be 4.99%
            of the number of shares of the Common Stock outstanding  immediately
            after  giving  effect to the  issuance  of  shares  of Common  Stock
            issuable  upon exercise of this Warrant.  The  Beneficial  Ownership
            Limitation  provisions of this Section 2(d)(i) may be waived by such
            Holder, at the election of such Holder,  upon not less than 61 days'
            prior  notice to the  Company  to change  the  Beneficial  Ownership
            Limitation  to 9.99% of the  number of shares  of the  Common  Stock
            outstanding  immediately  after  giving  effect to the  issuance  of
            shares  of Common  Stock  upon  exercise  of this  Warrant,  and the
            provisions of this Section 2(d) shall continue to apply. Upon such a
            change by a Holder of the Beneficial  Ownership Limitation from such
            4.99% limitation to such 9.99% limitation,  the Beneficial Ownership
            Limitation may not be further waived by such Holder.  The provisions
            of this  paragraph  shall be construed and  implemented  in a manner
            otherwise than in strict  conformity  with the terms of this Section
            2(d)(i) to correct this paragraph (or any portion  hereof) which may
            be defective or inconsistent with the intended Beneficial  Ownership
            Limitation  herein  contained  or to  make  changes  or  supplements
            necessary or desirable to properly  give effect to such  limitation.
            The  limitations  contained  in  this  paragraph  shall  apply  to a
            successor holder of this Warrant.

                  ii.  Trading  Market  Restrictions.  If the  Company  has  not
            obtained  Shareholder  Approval (as defined below), then the Company
            may not issue upon  exercise  of this  Warrant a number of shares of
            Common Stock, which, when aggregated with any shares of Common Stock
            issued  (A) upon  conversion  of or as payment  of  interest  on the
            Debentures issued pursuant to the Purchase Agreement, (B) upon prior
            exercise  of  this  or any  other  Warrant  issued  pursuant  to the
            Purchase  Agreement  and (C) pursuant to any warrants  issued to any
            registered  broker-dealer as a fee in connection with the Securities
            pursuant to the  Purchase  Agreement,  would  exceed  19.999% of the
            number of shares of Common  Stock  outstanding  on the  Trading  Day
            immediately  preceding the Closing Date (such number of shares,  the
            "Issuable  Maximum").  If on any attempted exercise of this Warrant,
            the issuance of Warrant Shares would exceed the Issuable Maximum and
            the  Company  shall  not  have  previously   obtained  the  vote  of
            shareholders, if any, as may be required by the applicable rules and
            regulations  of the Nasdaq Capital Market to approve the issuance of
            shares of Common Stock in excess of the Issuable Maximum pursuant to
            the terms  hereof  (the  "Shareholder  Approval"),  then the Company
            shall issue


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<PAGE>

            to the Holder  requesting a Warrant  exercise such number of Warrant
            Shares as may be issued below the Issuable Maximum and, with respect
            to the remainder of the  aggregate  number of Warrant  Shares,  this
            Warrant  shall  not be  exercisable  until  and  unless  Shareholder
            Approval has been obtained.

      e)    Mechanics of Exercise.

                  i. Authorization of Warrant Shares. The Company covenants that
            all  Warrant  Shares  which may be issued  upon the  exercise of the
            purchase  rights  represented by this Warrant will, upon exercise of
            the purchase rights represented by this Warrant, be duly authorized,
            validly  issued,  fully  paid and  nonassessable  and free  from all
            taxes,  liens and  charges  created by the Company in respect of the
            issue thereof (other than taxes in respect of any transfer occurring
            contemporaneously with such issue).

                  ii. Delivery of Certificates  Upon Exercise.  Certificates for
            shares  purchased  hereunder  shall be  transmitted  by the transfer
            agent of the Company to the Holder by  crediting  the account of the
            Holder's prime broker with the Depository  Trust Company through its
            Deposit  Withdrawal Agent Commission  ("DWAC") system if the Company
            is a participant in such system,  and otherwise by physical delivery
            to the  address  specified  by the Holder in the Notice of  Exercise
            within 3 Trading Days from the delivery to the Company of the Notice
            of  Exercise  Form,  surrender  of this  Warrant (if  required)  and
            payment of the aggregate Exercise Price as set forth above ("Warrant
            Share  Delivery  Date").  This Warrant  shall be deemed to have been
            exercised on the date the Exercise Price is received by the Company.
            The Warrant  Shares shall be deemed to have been issued,  and Holder
            or any  other  person so  designated  to be named  therein  shall be
            deemed to have  become a holder of  record  of such  shares  for all
            purposes,  as of the date the Warrant has been  exercised by payment
            to the Company of the Exercise  Price (or by cashless  exercise,  if
            permitted) and all taxes required to be paid by the Holder,  if any,
            pursuant to Section  2(e)(vii) prior to the issuance of such shares,
            have been paid.

                  iii.  Delivery of New Warrants Upon Exercise.  If this Warrant
            shall have been exercised in part, the Company shall, at the request
            of a Holder and upon surrender of this Warrant  certificate,  at the
            time of delivery of the  certificate  or  certificates  representing
            Warrant  Shares,  deliver  to Holder a new  Warrant  evidencing  the
            rights of Holder to purchase the  unpurchased  Warrant Shares called
            for by this Warrant,  which new Warrant shall in all other  respects
            be identical with this Warrant.

                  iv.  Rescission  Rights.  If the  Company  fails to cause  its
            transfer   agent  to  transmit  to  the  Holder  a  certificate   or
            certificates  representing  the


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<PAGE>

            Warrant  Shares  pursuant  to this  Section  2(e)(iv) by the Warrant
            Share Delivery Date,  then the Holder will have the right to rescind
            such exercise.

                  v.  Compensation  for  Buy-In on  Failure  to  Timely  Deliver
            Certificates  Upon  Exercise.   In  addition  to  any  other  rights
            available to the Holder,  if the Company fails to cause its transfer
            agent to  transmit  to the  Holder  a  certificate  or  certificates
            representing the Warrant Shares pursuant to an exercise on or before
            the second  Trading Day following the Warrant Share  Delivery  Date,
            and if after  such date the  Holder  is  required  by its  broker to
            purchase  (in an open market  transaction  or  otherwise)  shares of
            Common Stock to deliver in  satisfaction  of a sale by the Holder of
            the Warrant Shares which the Holder anticipated  receiving upon such
            exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
            Holder the amount by which (x) the  Holder's  total  purchase  price
            (including brokerage  commissions,  if any) for the shares of Common
            Stock so purchased  exceeds (y) the amount  obtained by  multiplying
            (A) the number of Warrant  Shares that the  Company was  required to
            deliver to the Holder in connection with the exercise at issue times
            (B) the price at which the sell order  giving rise to such  purchase
            obligation was executed, and (2) at the option of the Holder, either
            reinstate  the  portion  of the  Warrant  and  equivalent  number of
            Warrant Shares for which such exercise was not honored or deliver to
            the Holder the number of shares of Common Stock that would have been
            issued  had the  Company  timely  complied  with  its  exercise  and
            delivery obligations hereunder. For example, if the Holder purchases
            Common  Stock  having a total  purchase  price of $11,000 to cover a
            Buy-In  with  respect to an  attempted  exercise of shares of Common
            Stock with an  aggregate  sale price  giving  rise to such  purchase
            obligation of $10,000, under clause (1) of the immediately preceding
            sentence the Company shall be required to pay the Holder $1,000. The
            Holder  shall  provide the Company  written  notice  indicating  the
            amounts  payable to the Holder in  respect of the Buy-In  and,  upon
            request of the Company, evidence of the amount of such loss. Nothing
            herein  shall  limit a Holder's  right to pursue any other  remedies
            available to it hereunder,  at law or in equity  including,  without
            limitation,  a decree  of  specific  performance  and/or  injunctive
            relief  with  respect to the  Company's  failure  to timely  deliver
            certificates  representing  shares of Common Stock upon  exercise of
            the Warrant as required pursuant to the terms hereof.

                  vi. No Fractional  Shares or Scrip.  No  fractional  shares or
            scrip  representing  fractional  shares  shall  be  issued  upon the
            exercise of this Warrant. As to any fraction of a share which Holder
            would  otherwise  be entitled to purchase  upon such  exercise,  the
            Company  shall at its  election,  either  pay a cash  adjustment  in
            respect of such final  fraction in an amount equal to such  fraction
            multiplied  by the  Exercise  Price or  round  up to the next  whole
            share.


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<PAGE>

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
            Warrant  Shares shall be made  without  charge to the Holder for any
            issue or transfer tax or other incidental  expense in respect of the
            issuance of such certificate,  all of which taxes and expenses shall
            be paid by the Company, and such certificates shall be issued in the
            name of the  Holder or in such name or names as may be  directed  by
            the Holder;  provided,  however,  that in the event certificates for
            Warrant Shares are to be issued in a name other than the name of the
            Holder,   this  Warrant  when  surrendered  for  exercise  shall  be
            accompanied by the Assignment  Form attached hereto duly executed by
            the Holder; and the Company may require, as a condition thereto, the
            payment of a sum  sufficient  to  reimburse  it for any transfer tax
            incidental thereto.

                  viii.  Closing  of  Books.  The  Company  will not  close  its
            stockholder books or records in any manner which prevents the timely
            exercise of this Warrant, pursuant to the terms hereof.

      Section 3. Certain Adjustments.

            a) Stock  Dividends  and Splits.  If the Company,  at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or  distributions  on shares of its Common Stock or any other
      equity or equity equivalent  securities  payable in shares of Common Stock
      (which,  for  avoidance  of doubt,  shall not include any shares of Common
      Stock issued by the Company upon exercise of this Warrant), (B) subdivides
      outstanding  shares of Common  Stock into a larger  number of shares,  (C)
      combines  (including by way of reverse stock split)  outstanding shares of
      Common  Stock  into  a  smaller  number  of  shares,   or  (D)  issues  by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company,  then in each case the Exercise  Price shall be multiplied
      by a  fraction  of which the  numerator  shall be the  number of shares of
      Common Stock (excluding  treasury shares, if any) outstanding  immediately
      before  such  event and of which the  denominator  shall be the  number of
      shares of Common Stock  outstanding  immediately  after such event and the
      number  of  shares  issuable  upon  exercise  of  this  Warrant  shall  be
      proportionately  adjusted.  Any  adjustment  made pursuant to this Section
      3(a) shall  become  effective  immediately  after the record  date for the
      determination  of  stockholders  entitled  to  receive  such  dividend  or
      distribution  and shall become effective  immediately  after the effective
      date in the case of a subdivision, combination or re-classification.

            b)  Subsequent  Equity  Sales.  If the  Company  or  any  Subsidiary
      thereof,  as  applicable,  at any time while this Warrant is  outstanding,
      shall sell or grant any option to  purchase  or sell or grant any right to
      reprice its securities,  or otherwise dispose of or issue (or announce any
      offer,  sale,  grant or any option to purchase or other  disposition)  any
      Common Stock or Common Stock  Equivalents  entitling any Person to acquire
      shares of Common Stock, at an effective price per share less than the then
      Exercise  Price  (such  lower  price,  the  "Base  Share  Price"  and such
      issuances  collectively,  a  "Dilutive  Issuance")  (if the  holder of the
      Common  Stock or Common  Stock  Equivalents  so issued  shall at any time,
      whether by operation of purchase price adjustments, reset provisions,


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<PAGE>

      floating conversion,  exercise or exchange prices or otherwise,  or due to
      warrants,  options or rights per share which are issued in connection with
      such  issuance,  be  entitled  to  receive  shares of  Common  Stock at an
      effective  price per share  which is less than the  Exercise  Price,  such
      issuance shall be deemed to have occurred for less than the Exercise Price
      on such date of the Dilutive Issuance),  then, the Exercise Price shall be
      reduced by multiplying the Exercise Price by a fraction,  the numerator of
      which is the  number  of shares of Common  Stock  issued  and  outstanding
      immediately  prior to the Dilutive  Issuance  plus the number of shares of
      Common Stock which the offering  price for such  Dilutive  Issuance  would
      purchase at the then Exercise Price, and the denominator of which shall be
      the sum of the number of shares of Common  Stock  issued  and  outstanding
      immediately  prior to the Dilutive  Issuance  plus the number of shares of
      Common  Stock so  issued  or  issuable  in  connection  with the  Dilutive
      Issuance on a fully converted or exercised basis and the number of Warrant
      Shares  issuable  hereunder  shall be  increased  such that the  aggregate
      Exercise Price payable  hereunder,  after taking into account the decrease
      in the Exercise  Price,  shall be equal to the  aggregate  Exercise  Price
      prior to such  adjustment.  Such  adjustment  shall be made  whenever such
      Common Stock or Common Stock Equivalents are issued.  Notwithstanding  the
      foregoing, no adjustments shall be made, paid or issued under this Section
      3(b) in respect of an Exempt Issuance. The Company shall notify the Holder
      in writing,  no later than the Trading Day  following  the issuance of any
      Common  Stock  or  Common  Stock  Equivalents  subject  to  this  section,
      indicating  therein the applicable  issuance  price,  or applicable  reset
      price,  exchange  price,  conversion  price and other  pricing terms (such
      notice the "Dilutive  Issuance  Notice").  For purposes of  clarification,
      whether or not the Company provides a Dilutive Issuance Notice pursuant to
      this Section 3(b), upon the occurrence of any Dilutive Issuance, after the
      date of such Dilutive  Issuance the Holder is entitled to receive a number
      of Warrant  Shares based upon the Base Share Price  regardless  of whether
      the  Holder  accurately  refers to the Base  Share  Price in the Notice of
      Exercise.

            c) Subsequent  Rights Offerings.  If the Company,  at any time while
      the Warrant is outstanding, shall issue rights, options or warrants to all
      holders of Common Stock (and not to Holders)  entitling  them to subscribe
      for or purchase  shares of Common Stock at a price per share less than the
      VWAP at the record date mentioned below,  then the Exercise Price shall be
      multiplied by a fraction,  of which the denominator shall be the number of
      shares of the Common  Stock  outstanding  on the date of  issuance of such
      rights or warrants  plus the number of  additional  shares of Common Stock
      offered for subscription or purchase,  and of which the numerator shall be
      the  number of  shares  of the  Common  Stock  outstanding  on the date of
      issuance of such rights or  warrants  plus the number of shares  which the
      aggregate  offering  price  of the  total  number  of  shares  so  offered
      (assuming receipt by the Company in full of all consideration payable upon
      exercise of such rights, options or warrants) would purchase at such VWAP.
      Such adjustment shall be made whenever such rights or warrants are issued,
      and shall  become  effective  immediately  after the  record  date for the
      determination of stockholders entitled to receive such rights,  options or
      warrants.

            d) Pro Rata Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to  Holders  of the  Warrants)  evidences  of its  indebtedness  or assets
      (including cash and cash dividends)


                                       8
<PAGE>

      or rights or warrants to subscribe for or purchase any security other than
      the Common Stock (which  shall be subject to Section  3(b)),  then in each
      such case the Exercise Price shall be adjusted by multiplying the Exercise
      Price  in  effect   immediately   prior  to  the  record  date  fixed  for
      determination of stockholders  entitled to receive such  distribution by a
      fraction of which the  denominator  shall be the VWAP determined as of the
      record date mentioned above, and of which the numerator shall be such VWAP
      on such  record  date less the then per share  fair  market  value at such
      record date of the portion of such assets or evidence of  indebtedness  so
      distributed  applicable  to one  outstanding  share of the Common Stock as
      determined  by the Board of  Directors  in good faith.  In either case the
      adjustments  shall be described  in a statement  provided to the Holder of
      the portion of assets or evidences of  indebtedness so distributed or such
      subscription  rights  applicable  to  one  share  of  Common  Stock.  Such
      adjustment shall be made whenever any such  distribution is made and shall
      become effective immediately after the record date mentioned above.

            e)  Fundamental  Transaction.  If, at any time while this Warrant is
      outstanding,  (A) the Company effects any merger or  consolidation  of the
      Company with or into another  Person,  (B) the Company effects any sale of
      all or  substantially  all of its  assets  in one or a series  of  related
      transactions,  (C) any tender  offer or  exchange  offer  (whether  by the
      Company  or another  Person) is  completed  pursuant  to which  holders of
      Common Stock are  permitted  to tender or exchange  their shares for other
      securities,   cash  or   property,   or  (D)  the   Company   effects  any
      reclassification  of the Common  Stock or any  compulsory  share  exchange
      pursuant  to which  the  Common  Stock is  effectively  converted  into or
      exchanged  for other  securities,  cash or property  (in any such case,  a
      "Fundamental  Transaction"),  then,  upon any subsequent  exercise of this
      Warrant,  the Holder  shall have the right to  receive,  for each  Warrant
      Share that would have been issuable upon such exercise  immediately  prior
      to the occurrence of such  Fundamental  Transaction,  at the option of the
      Holder, (a) upon exercise of this Warrant,  the number of shares of Common
      Stock of the successor or acquiring  corporation or of the Company,  if it
      is the  surviving  corporation,  and  any  additional  consideration  (the
      "Alternate  Consideration")  receivable  upon  or  as  a  result  of  such
      reorganization,  reclassification, merger, consolidation or disposition of
      assets by a Holder of the number of shares of Common  Stock for which this
      Warrant  is  exercisable  immediately  prior  to such  event or (b) if the
      Company is acquired in an all cash transaction, cash equal to the value of
      this Warrant as  determined in accordance  with the  Black-Scholes  option
      pricing formula.  For purposes of any such exercise,  the determination of
      the  Exercise  Price  shall  be  appropriately  adjusted  to apply to such
      Alternate  Consideration  based on the amount of  Alternate  Consideration
      issuable  in  respect  of one  share of Common  Stock in such  Fundamental
      Transaction,  and the Company shall apportion the Exercise Price among the
      Alternate  Consideration  in a reasonable  manner  reflecting the relative
      value of any  different  components  of the  Alternate  Consideration.  If
      holders of Common Stock are given any choice as to the securities, cash or
      property  to be  received in a  Fundamental  Transaction,  then the Holder
      shall be given  the  same  choice  as to the  Alternate  Consideration  it
      receives  upon any exercise of this  Warrant  following  such  Fundamental
      Transaction.   To  the  extent   necessary  to  effectuate  the  foregoing
      provisions,  any  successor  to the  Company or  surviving  entity in such
      Fundamental Transaction shall issue to the Holder a new warrant consistent
      with  the  foregoing  provisions  and


                                       9
<PAGE>

      evidencing  the Holder's  right to exercise  such  warrant into  Alternate
      Consideration.  The terms of any agreement pursuant to which a Fundamental
      Transaction is effected  shall include terms  requiring any such successor
      or surviving entity to comply with the provisions of this Section 3(e) and
      insuring  that this  Warrant (or any such  replacement  security)  will be
      similarly  adjusted  upon  any  subsequent   transaction  analogous  to  a
      Fundamental Transaction.

            f) Calculations. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      For  purposes  of this  Section  3, the  number of shares of Common  Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the number of shares of Common Stock (excluding  treasury shares,  if any)
      issued and outstanding.

            g)  Voluntary  Adjustment  By  Company.  The Company may at any time
      during the term of this Warrant reduce the then current  Exercise Price to
      any amount and for any period of time deemed  appropriate  by the Board of
      Directors of the Company.

            h) Notice to Holders.

                        i. Adjustment to Exercise  Price.  Whenever the Exercise
                  Price is adjusted pursuant to any provision of this Section 3,
                  the  Company  shall  promptly  mail to each  Holder  a  notice
                  setting  forth the Exercise  Price after such  adjustment  and
                  setting forth a brief  statement of the facts  requiring  such
                  adjustment.  If the Company  issues a variable rate  security,
                  despite the prohibition thereon in the Purchase Agreement, the
                  Company  shall be deemed to have issued Common Stock or Common
                  Stock  Equivalents  at  the  lowest  possible   conversion  or
                  exercise  price at which such  securities  may be converted or
                  exercised  in the  case of a  Variable  Rate  Transaction  (as
                  defined in the Purchase Agreement).

                        ii.  Notice  to Allow  Exercise  by  Holder.  If (A) the
                  Company shall declare a dividend (or any other distribution in
                  whatever  form) on the Common  Stock;  (B) the  Company  shall
                  declare  a  special   nonrecurring   cash  dividend  on  or  a
                  redemption  of  the  Common  Stock;   (C)  the  Company  shall
                  authorize  the  granting  to all  holders of the Common  Stock
                  rights or warrants to subscribe  for or purchase any shares of
                  capital stock of any class or of any rights;  (D) the approval
                  of any  stockholders  of the  Company  shall  be  required  in
                  connection with any  reclassification of the Common Stock, any
                  consolidation  or merger to which the Company is a party,  any
                  sale or transfer of all or substantially  all of the assets of
                  the Company,  of any  compulsory  share  exchange  whereby the
                  Common  Stock is  converted  into  other  securities,  cash or
                  property;  (E) the Company  shall  authorize  the voluntary or
                  involuntary  dissolution,  liquidation  or  winding  up of the
                  affairs of the Company;  then, in each case, the Company shall
                  cause to be mailed to the  Holder  at its last  address  as it
                  shall  appear upon the Warrant  Register  of the  Company,  at
                  least 20  calendar  days  prior to the  applicable  record  or
                  effective date hereinafter specified, a notice stating


                                       10
<PAGE>

                  (x) the date on which a record is to be taken for the  purpose
                  of  such  dividend,   distribution,   redemption,   rights  or
                  warrants,  or if a record is not to be  taken,  the date as of
                  which the holders of the Common Stock of record to be entitled
                  to  such  dividend,   distributions,   redemption,  rights  or
                  warrants  are to be  determined  or (y) the date on which such
                  reclassification,  consolidation,  merger,  sale,  transfer or
                  share exchange is expected to become  effective or close,  and
                  the date as of which it is expected that holders of the Common
                  Stock of record shall be entitled to exchange  their shares of
                  the  Common  Stock  for  securities,  cash or  other  property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided that the failure to
                  mail  such  notice or any  defect  therein  or in the  mailing
                  thereof shall not affect the validity of the corporate  action
                  required  to be  specified  in  such  notice.  The  Holder  is
                  entitled to exercise  this  Warrant  during the 20-day  period
                  commencing on the date of such notice to the effective date of
                  the event triggering such notice.

      Section 4. Transfer of Warrant.

            a)  Transferability.  Subject  to  compliance  with  any  applicable
      securities laws and the conditions set forth in Section 4(d) hereof and to
      the provisions of Section 4.1 of the Purchase Agreement,  this Warrant and
      all rights  hereunder  (including,  without  limitation,  any registration
      rights) are  transferable,  in whole or in part,  upon  surrender  of this
      Warrant at the principal  office of the Company or its  designated  agent,
      together with a written  assignment of this Warrant  substantially  in the
      form attached  hereto duly executed by the Holder or its agent or attorney
      and funds  sufficient to pay any transfer taxes payable upon the making of
      such transfer.  Upon such surrender  and, if required,  such payment,  the
      Company shall execute and deliver a new Warrant or Warrants in the name of
      the  assignee  or  assignees  and in  the  denomination  or  denominations
      specified  in such  instrument  of  assignment,  and  shall  issue  to the
      assignor a new  Warrant  evidencing  the  portion of this  Warrant  not so
      assigned,  and this Warrant  shall  promptly be cancelled.  A Warrant,  if
      properly  assigned,  may be  exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant issued.

            b) New Warrants.  This Warrant may be divided or combined with other
      Warrants upon presentation  hereof at the aforesaid office of the Company,
      together with a written notice  specifying the names and  denominations in
      which new Warrants are to be issued,  signed by the Holder or its agent or
      attorney.  Subject to  compliance  with Section  4(a),  as to any transfer
      which may be involved in such division or  combination,  the Company shall
      execute and deliver a new Warrant or Warrants in exchange  for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

            c) Warrant Register.  The Company shall register this Warrant,  upon
      records to be  maintained  by the Company for that purpose  (the  "Warrant
      Register"), in the name of the record Holder hereof from time to time. The
      Company may deem and treat the  registered  Holder of this  Warrant as the
      absolute owner hereof for the purpose of any


                                       11
<PAGE>

      exercise  hereof  or any  distribution  to the  Holder,  and for all other
      purposes, absent actual notice to the contrary.

            d) Transfer  Restrictions.  If, at the time of the surrender of this
      Warrant in connection  with any transfer of this Warrant,  the transfer of
      this Warrant shall not be registered pursuant to an effective registration
      statement under the Securities Act and under  applicable  state securities
      or blue sky laws, the Company may require, as a condition of allowing such
      transfer (i) that the Holder or transferee  of this  Warrant,  as the case
      may be, furnish to the Company a written opinion of counsel (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable  transactions)  to the effect  that such  transfer  may be made
      without  registration  under the Securities Act and under applicable state
      securities or blue sky laws,  (ii) that the holder or  transferee  execute
      and  deliver to the  Company an  investment  letter in form and  substance
      acceptable to the Company and (iii) that the  transferee be an "accredited
      investor" as defined in Rule 501(a)(1),  (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a "qualified  institutional buyer"
      as defined in Rule 144A(a) under the Securities Act.

      Section 5. Miscellaneous.

            a) No Rights as Shareholder  Until  Exercise.  This Warrant does not
      entitle the Holder to any voting  rights or other rights as a  shareholder
      of the  Company  prior to the  exercise  hereof  as set  forth in  Section
      2(e)(ii).

            b) Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company
      covenants  that  upon  receipt  by  the  Company  of  evidence  reasonably
      satisfactory to it of the loss,  theft,  destruction or mutilation of this
      Warrant or any stock  certificate  relating to the Warrant Shares,  and in
      case of loss,  theft or destruction,  of indemnity or security  reasonably
      satisfactory to it (which,  in the case of the Warrant,  shall not include
      the posting of any bond),  and upon  surrender  and  cancellation  of such
      Warrant or stock  certificate,  if  mutilated,  the Company  will make and
      deliver a new Warrant or stock  certificate  of like tenor and dated as of
      such cancellation, in lieu of such Warrant or stock certificate.

            c) Saturdays,  Sundays,  Holidays, etc. If the last or appointed day
      for the taking of any action or the  expiration  of any right  required or
      granted  herein shall not be a Business Day, then such action may be taken
      or such right may be exercised on the next succeeding Business Day.

            d) Authorized Shares.

                  The  Company  covenants  that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a  sufficient  number of shares to provide for the issuance of
            the Warrant  Shares upon the exercise of any  purchase  rights under
            this Warrant.  The Company  further  covenants  that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute


                                       12
<PAGE>

            and issue the necessary certificates for the Warrant Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such  reasonable  action as may be necessary to assure that
            such  Warrant  Shares  may be  issued  as  provided  herein  without
            violation  of  any  applicable   law  or   regulation,   or  of  any
            requirements  of the Trading  Market upon which the Common Stock may
            be listed.

                  Except  and to the  extent as waived  or  consented  to by the
            Holder,  the  Company  shall not by any action,  including,  without
            limitation, amending its certificate of incorporation or through any
            reorganization,   transfer   of   assets,   consolidation,   merger,
            dissolution,  issue or sale of  securities  or any  other  voluntary
            action,  avoid or seek to avoid the observance or performance of any
            of the terms of this  Warrant,  but will at all times in good  faith
            assist in the  carrying  out of all such  terms and in the taking of
            all such actions as may be necessary or  appropriate  to protect the
            rights of Holder as set forth in this  Warrant  against  impairment.
            Without  limiting the generality of the foregoing,  the Company will
            (a) not  increase  the par  value of any  Warrant  Shares  above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value,  (b) take all such action as may be necessary
            or  appropriate  in order that the  Company  may validly and legally
            issue fully paid and nonassessable  Warrant Shares upon the exercise
            of this  Warrant,  and (c) use  commercially  reasonable  efforts to
            obtain all such  authorizations,  exemptions  or  consents  from any
            public  regulatory  body  having  jurisdiction  thereof  as  may  be
            necessary  to enable the  Company to perform its  obligations  under
            this Warrant.

                  Before  taking any action which would result in an  adjustment
            in  the  number  of  Warrant   Shares  for  which  this  Warrant  is
            exercisable or in the Exercise  Price,  the Company shall obtain all
            such  authorizations or exemptions  thereof, or consents thereto, as
            may be necessary  from any public  regulatory  body or bodies having
            jurisdiction thereof.

            e)  Jurisdiction.   All  questions   concerning  the   construction,
      validity,   enforcement  and  interpretation  of  this  Warrant  shall  be
      determined in accordance with the provisions of the Purchase Agreement.

            f)  Restrictions.  The Holder  acknowledges  that the Warrant Shares
      acquired upon the exercise of this Warrant,  if not registered,  will have
      restrictions upon resale imposed by state and federal securities laws.

            g)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or
      failure  to  exercise  any right  hereunder  on the part of  Holder  shall
      operate as a waiver of such right or otherwise  prejudice Holder's rights,
      powers or  remedies,  notwithstanding  the fact that all rights  hereunder
      terminate on the Termination  Date. If the Company willfully and knowingly
      fails to comply with any provision of this  Warrant,  which results in any
      material  damages to the  Holder,  the  Company  shall pay to Holder  such
      amounts as shall be sufficient to cover any costs and expenses  including,
      but not  limited  to,  reasonable  attorneys'  fees,  including  those  of
      appellate  proceedings,  incurred by Holder in collecting


                                       13
<PAGE>

      any amounts  due  pursuant  hereto or in  otherwise  enforcing  any of its
      rights, powers or remedies hereunder.

            h)  Notices.  Any  notice,  request or other  document  required  or
      permitted to be given or  delivered to the Holder by the Company  shall be
      delivered  in  accordance  with  the  notice  provisions  of the  Purchase
      Agreement.

            i) Limitation of Liability.  No provision  hereof, in the absence of
      any  affirmative  action by Holder to  exercise  this  Warrant to purchase
      Warrant Shares,  and no enumeration  herein of the rights or privileges of
      Holder,  shall give rise to any liability of Holder for the purchase price
      of any Common  Stock or as a  stockholder  of the  Company,  whether  such
      liability is asserted by the Company or by creditors of the Company.

            j) Remedies.  Holder,  in addition to being entitled to exercise all
      rights granted by law, including recovery of damages,  will be entitled to
      specific  performance of its rights under this Warrant. The Company agrees
      that  monetary  damages  would not be adequate  compensation  for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby  agrees to waive and not to assert  the  defense  in any action for
      specific performance that a remedy at law would be adequate.

            k) Successors and Assigns.  Subject to applicable  securities  laws,
      this Warrant and the rights and obligations  evidenced  hereby shall inure
      to the benefit of and be binding  upon the  successors  of the Company and
      the  successors  and permitted  assigns of Holder.  The provisions of this
      Warrant are  intended  to be for the  benefit of all Holders  from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

            l)  Amendment.  This  Warrant  may be  modified  or  amended  or the
      provisions  hereof waived with the written  consent of the Company and the
      Holder.

            m) Severability.  Wherever possible,  each provision of this Warrant
      shall be  interpreted  in such manner as to be  effective  and valid under
      applicable  law, but if any  provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such  prohibition or invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

            n)  Headings.  The  headings  used  in  this  Warrant  are  for  the
      convenience of reference only and shall not, for any purpose,  be deemed a
      part of this Warrant.


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


                                       14
<PAGE>

            IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
executed by its officer thereunto duly authorized.


Dated:  August ___, 2006

                                   ABLE ENERGY, INC.


                                   By:__________________________________________
                                      Name:
                                      Title:


                                       15
<PAGE>

                               NOTICE OF EXERCISE

TO: ABLE ENERGY, INC.

            (1) The  undersigned  hereby  elects to  purchase  ________  Warrant
Shares of the Company  pursuant to the terms of the  attached  Warrant  (only if
exercised in full),  and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                      [ ] in lawful money of the United States; or

                      [ ] [if  permitted]  the  cancellation  of such  number of
                      Warrant  Shares as is necessary,  in  accordance  with the
                      formula set forth in  subsection  2(c),  to exercise  this
                      Warrant  with  respect  to the  maximum  number of Warrant
                      Shares  purchasable  pursuant  to  the  cashless  exercise
                      procedure set forth in subsection 2(c).

            (3) Please issue a certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

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

The Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

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

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

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

            (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: _____________________________________________________

Signature of Authorized Signatory of Investing Entity: ________________________

Name of Authorized Signatory: _________________________________________________

Title of Authorized Signatory: ________________________________________________

Date: _________________________________________________________________________

<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR  VALUE  RECEIVED,  [____]  all  of or  [_______]  shares  of the
foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

______________________________________________________________.

______________________________________________________________

                                              Dated:  ______________, _______


                      Holder's Signature:   _____________________________

                      Holder's Address:     _____________________________

                                            _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.