ENTREPRENEUR GROWTH CAPITAL February 25, 2008

Exhibit
10.41

ENTREPRENEUR GROWTH CAPITAL
000
XXXX XXXXXX XXX XXXX. XX 00000
 
February
25, 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
has requested that EGC make an advance to the Borrower in excess of its
borrowing availability under the Loan Agreement in the amount of $500,000.00,
which would be used to purchase fuel (the "Fuel Purchase Loan"). EGC is
amenable. to making
the Fuel Purchase Loan 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 $500,000.00, which amount shall become part of the
      Obligations. Borrower hereby acknowledges that the first $200,000.000 was
      wired to Borrower on February 22,
      2008.

                2.       
      
              The
      Fuel Purchase Loan will be identified on EGC's 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 Fuel Purchase Loan, and hereby authorizes EGC to
      reduce the Fuel Purchase Loan by applying the following amounts from
      Borrower's availability under the Loan Agreement: (a) commencing March 1,
      2008 and continuing through March 31, 2008, EGC shall apply
      $2,500.00/business day to reduce the Fuel Purchase Loan; (b)
      from April 1 through April 30, 2008, EGC shall apply
      $5,000.00/business day to reduce the Fuel Purchase Loan; (c) from May 1
      through May 31, 2008, EGC shall apply $7,500.00/business day to reduce the
      Fuel Purchase Loan; and (d) from June 1, 2008 until the Fuel Purchase Loan
      is paid in full, EGC shall apply $10,000.00/business day to reduce the
      Fuel Purchase Loan. Notwithstanding the foregoing, the outstanding amount
      of the Fuel Purchase Loan shall be immediately due and payable upon (x)
      the occurrence and continuation of an Event of Default under the Loan
      Agreement; or (y) termination of the Loan , Agreement, whether by default,
      acceleration or otherwise.

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Notwithstanding the foregoing,
Borrower may prepay the amount of the Fuel Purchase Loan in part or in full at
anytime without penalty, provided,
however, Borrow
would be subject to paying EGC the minimum Revenue Share as set forth in
Paragraph 4 below.

            4.  

            In
      consideration of making the Fuel Purchase Loan, EGC shall be entitled to
      participate in the revenue stream generated from Borrower's fuel purchases
      and sales during the term the Fuel Purchase Loan remains outstanding (the
      "Revenue Share").
      EGC's Revenue Share shall be four ($.04) cents per gallon,
      calculated by Borrower, based on Borrower's fuel purchases during each
      week, commencing February 22, 2008, purchased with the proceeds of the
      Fuel Purchase Loan, on a revolving basis. Borrower agrees that during the
      first 7 weeks, EGC's Revenue Share shall be the greater of the actual
      amount earned or $5,000.00/week.. After the first 7 weeks, the Revenue
      Share shall be payable on the actual purchases made with the proceeds of
      the Fuel Purchase Loan, on a revolving basis. Borrower will be required to
      deliver to EGC, each Friday, a fuel purchase and sale report for the
      immediate preceding week (Wednesday through Tuesday), together with a
      check in the amount of EGC's Revenue Share for the week. In the event
      Borrower fails to deliver EGC's Revenue Share, EGC may automatically
      charge Borrower's account for EEC's portion of the Revenue Share, based
      upon estimated or actual amounts, as reported by
  Borrower.

            5.  

            In
      addition to the foregoing, Borrower agrees that EGC may charge an internal
      transfer fee of $waived
      per transfer associated with the payments of the Fuel Purchase Loan
      and Borrower shall also remit to EGC a $waived 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 Fuel Purchase Loan,
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 Fuel
Purchase Loan 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
___ day
      of February 2008 

            ABLE ENERGY,
      INC. 
            ABLE OIL
      COMPANY 
          
            a Delaware
      Corporation 
            a New Jersey
      Corporation 
          
            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 and Manager 
            Its:     
      Sole Member and Manager 
          
            By:        /s/ Xxxxxxxxxxx
      Xxxxxx                      
            By:        /s/ Xxxxxxxxxxx
      Xxxxxx                       
          
            Name: 
      Xxxxxxxxxxx Xxxxxx 
            Name: 
      Xxxxxxxxxxx Xxxxxx 
          
            Title:   
      President 
            Title:   
      President 
          
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Document Metadata

ENTREPRENEUR GROWTH CAPITAL February 25, 2008

Document Metadata

	Very truly yours,

	ENTREPRENEUR GROWTH CAPITAL


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

CONSENTED AND AGREED TO this ___ day of February 2008

ABLE ENERGY, INC.	ABLE OIL COMPANY
a Delaware Corporation	a New Jersey Corporation


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 and Manager	Its: Sole Member and Manager

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