ENTREPRENEUR GROWTH CAPITAL February 11, 2008

Exhibit
10.39

ENTREPRENEUR
GROWTH CAPITAL
000 XXXX XXXXXX, XXX XXXX,
XX 00000
 
February
11, 2008
 
Able
Energy, Inc.
000 Xxxxx
Xxxx Xxxx
Xxxxxxxx,
XX 00000

Ladies
and Gentlemen:
 
We refer
you to that certain Loan and Security Agreement between ABLE ENERGY, INC., ABLE
OIL COMPANY, ABLE ENERGY NEW YORK, INC., ABLE ENERGY TERMINAL, LLC, and ABLE
PROPANE, LLC (collectively referred to as "Borrower") and ENTREPRENEUR
GROWTH CAPITAL, LLC ("EGC") dated May 13, 2005 (the "Loan Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meanings given to
them in the Loan Agreement.
 
Borrower
requests that EGC make an advance to the Borrower in excess of its borrowing
availability under the Loan Agreement in the amount of $250,000.00 (the "Overadvance") and EGC is
amenable to making the Overadvance available to Borrower under the following
terms and conditions:

            1.
            Upon execution of
      this letter agreement, EGC shall make one or more advances to Borrower in
      the aggregate amount of $250,000.00, which amount shall become part of the
      Obligations.
          
            2 
            The Overadvance will
      be identified on EGC' books as a separate loan and Interest on the
      Overadvance shall be charged at the Accounts Interest Rate specified in
      Section 3.1 of the Loan Agreement. The interest associated with this
      Overadvance shall be in addition to the Minimum Monthly Interest Charge
      and shall not be considered when determining if the Minimum Monthly
      Interest Charge is applicable.

            3.
            Borrower agrees to
      repay the Overadvance, and hereby authorizes EGC to reduce the Overadvance by applying
      $10,000.00 per business day from Borrower's availability under the Loan
      Agreement. The daily repayment of the Overadvance shall commence February
      12, 2008 and shall continue each business day thereafter until the
      Overadvance is paid in full. In addition, the Overadvance shall be reduced
      by the amount of proceeds received by EGC from the sale of Able Melbourne,
      in inverse order of maturity. Notwithstanding the foregoing, the
      outstanding amount of the Overadvance shall be immediately due and payable
      upon (a) the occurrence and continuation of an Event of Default under the
      Loan Agreement; or (b) termination of the Loan Agreement, whether by
      default, acceleration or otherwise.

            4.
            Notwithstanding
      anything set forth to the contrary in the Loan Agreement, Borrower shall
      pay EGC an accommodation fee for arranging the Overadvance as follows: (a)
      a non-refundable fee in the amount of one percent (1.0%) of the gross
      amount of the Overadvance (i.e., $2,500.00) fully earned and payable on
      the day the Overadvance is extended.

            5.
            In
      addition to the foregoing, Borrower agrees that EGC may charge an internal
      transfer fee of $5.00 per transfer associated with the payments of the
      Overadvance and Borrower shall also remit to EGC a $250.00 documentation
      fee in consideration of EGC documenting this
  accommodation.

Borrower
further agrees that EGC may transfer funds from Borrower's accounts receivable
account in payment of all obligations due under the Overadvance, including but
not limited to the: (a) the payments specified above, (b) the fees specified
herein, and (c) the interest and fees specified in the Loan Agreement and
herein.
 
Borrower
acknowledges that (a) EGC's agreement to provide the Borrower with this
Overadvance shall not obligate EGC to make any other overadvances or any other
additional accommodations to or for the benefit of the Borrower, and (b)
additional overadvances, if any, requested by Borrower will be subject to
additional fees and charges. Moreover, any future overadvances will continue to
be discretionary and require, among other things, certain financial information
such as cash flows and uses, and repayment terms.
 
Except as
hereby or heretofore amended or supplemented, the Loan Agreement shall remain in
full force and effect in accordance with its original terms and
conditions.
 
this
space intentionally left blank
signature
page follows
 
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If the
foregoing correctly sets forth your and our understanding, please execute the
enclosed copy of this letter in the spaces provided below and return such
executed copy to the undersigned as soon as possible. This letter amendment may
be executed in counterparts. Each counterpart shall be deemed an original but
all of which together shall constitute one and the same instrument An executed
facsimile of this letter amendment shall be deemed to be a valid and binding
agreement between the parties hereto.
 
            Very truly
      yours,
          
            ENTREPRENEUR GROWTH
      CAPITAL
          
            By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President

            CONSENTED
      AND AGREED TO this   11   day of
      February 2008

            ABLE ENERGY,
      INC.
            ABLE ENERGY,
      INC.
          
            a Delaware
      Corporation
            a New Jersey
      Corporaton
          
            By: /s/
      Xxxxxxx Xxxxx
            By: /s/
      Xxxxxxxxxxx Xxxxxx
          
            Name: Xxxxxxx
      Xxxxx
            Name: Xxxxxxxxxxx
      Xxxxxx
          
            Title: Chief
      Executive Officer
            Title:
      President
          
            ABLE ENERGY NEW
      YORK, INC.
             
            a New York
      Corporation
             
            By: /s/
      Xxxxxxxxxxx Xxxxxx
             
            Name: Xxxxxxxxxxx
      Xxxxxx
             
            Title:
      President
             
            ABLE PROPANE,
      LLC
            ABLE ENERGY
      TERMINAL, LLC
          
            a New Jersey limited
      liability company
            a New Jersey limited
      liability company
          
            By:     
      Able Energy, Inc.
            By:     
      Able Energy, Inc.
          
            Its:     
      Sole Member
            Its:     
      Sole Member
          
            By: /s/
      Xxxxxxxxxxx Xxxxxx
Name:
      Xxxxxxxxxxx Xxxxxx
Title:
      President

            By: /s/
      Xxxxxxxxxxx Xxxxxx
Name:
      Xxxxxxxxxxx Xxxxxx
Title:
      President

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ENTREPRENEUR GROWTH CAPITAL February 11, 2008

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	1.	Upon execution of this letter agreement, EGC shall make one or more advances to Borrower in the aggregate amount of $250,000.00, which amount shall become part of the Obligations.

	2	The Overadvance will be identified on EGC' books as a separate loan and Interest on the Overadvance shall be charged at the Accounts Interest Rate specified in Section 3.1 of the Loan Agreement. The interest associated with this Overadvance shall be in addition to the Minimum Monthly Interest Charge and shall not be considered when determining if the Minimum Monthly Interest Charge is applicable.

	3.	Borrower agrees to repay the Overadvance, and hereby authorizes EGC to reduce the Overadvance by applying $10,000.00 per business day from Borrower's availability under the Loan Agreement. The daily repayment of the Overadvance shall commence February 12, 2008 and shall continue each business day thereafter until the Overadvance is paid in full. In addition, the Overadvance shall be reduced by the amount of proceeds received by EGC from the sale of Able Melbourne, in inverse order of maturity. Notwithstanding the foregoing, the outstanding amount of the Overadvance shall be immediately due and payable upon (a) the occurrence and continuation of an Event of Default under the Loan Agreement; or (b) termination of the Loan Agreement, whether by default, acceleration or otherwise.

	4.	Notwithstanding anything set forth to the contrary in the Loan Agreement, Borrower shall pay EGC an accommodation fee for arranging the Overadvance as follows: (a) a non-refundable fee in the amount of one percent (1.0%) of the gross amount of the Overadvance (i.e., $2,500.00) fully earned and payable on the day the Overadvance is extended.

	5.	In addition to the foregoing, Borrower agrees that EGC may charge an internal transfer fee of $5.00 per transfer associated with the payments of the Overadvance and Borrower shall also remit to EGC a $250.00 documentation fee in consideration of EGC documenting this accommodation.

	Very truly yours,

	ENTREPRENEUR GROWTH CAPITAL

	By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President

CONSENTED AND AGREED TO this 11 day of February 2008

ABLE ENERGY, INC.	ABLE ENERGY, INC.
a Delaware Corporation	a New Jersey Corporaton

By: /s/ Xxxxxxx Xxxxx	By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxx	Name: Xxxxxxxxxxx Xxxxxx
Title: Chief Executive Officer	Title: President


ABLE ENERGY NEW YORK, INC.
a New York Corporation

By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: President


ABLE PROPANE, LLC	ABLE ENERGY TERMINAL, LLC
a New Jersey limited liability company	a New Jersey limited liability company

By: Able Energy, Inc.	By: Able Energy, Inc.
Its: Sole Member	Its: Sole Member

By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: President	By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: President