Form Of Consulting Agreement ( with Underwriter )

WALSH MANNING SECURITIES, INC.

90 BROAD STREET

NEW YORK, NY 10004







________, 1998



Able Energy Inc. 344 Route 46 Rockaway, NJ 07866



Attention: Timothy Harrington, Chief Executive Officer



Gentlemen:



This letter, when executed by the parties hereto, will constitute an agreement between Able Energy, Inc. (the "Company") and Walsh Manning Securities, Inc. ("Walsh") pursuant to which the Company agrees to retain Walsh and Walsh agrees to be retained by the Company under the terms and conditions set forth below.



1. The Company hereby retains Walsh to perform consulting services related to corporate finance and other financial services matters, and Walsh hereby accepts such retention. In this regard, subject to the terms set forth below, Walsh shall furnish to the Company advice and recommendations with respect to such aspects of the business and affairs of the Company as the Company shall, from time to time, reasonably request upon reasonable notice. In addition, Walsh shall hold itself ready to assist the Company in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable notice.



2. As compensation for the services described in paragraph 1 above, the Company shall pay to Walsh a fee of $166,000, for the full term of 24 months, payable in full in advance on the date hereof. In addition to its compensation hereunder, the Company will reimburse Walsh for any and all reasonable expenses incurred by Walsh in the performance of its duties hereunder, and Walsh shall account for such expenses to the Company. Such reimbursement shall accumulate and be paid monthly. Nothing contained herein shall prohibit Walsh from receiving any additional compensation under paragraphs 3 and 4 herein or otherwise.









3. In addition, Walsh shall hold itself ready to assist the Company in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable notice, and will undertake such evaluations and negotiations upon prior written agreement as to additional compensation to be paid by the Company to Walsh with respect to such evaluations and negotiations.



4. The Company and Walsh further acknowledge and agree that Walsh may act as a finder or financial consultant in various business transactions in which the Company may be involved, such as mergers, acquisitions or joint ventures. The Company hereby agrees that if in the event Walsh shall first introduce to the Company another party or entity, and that as a result of such introduction, a transaction is consummated, the Company shall pay to Walsh a fee equal to five percent of the first $1 million, four percent of the next $1 million, three percent of the next $1 million, two percent of the next $1 million and one percent thereafter of the consideration involved in non-financing related transactions (including mergers, acquisitions, joint ventures and other business transactions) consummated by the Company with a party introduced to the Company by Walsh. Such fee shall be paid in cash at the closing of the transaction to which it relates, and shall be payable whether or not the transaction involves stock, or a combination of stock and cash, or is made on the installment sale basis. In addition, if the Company shall, within 12 months immediately following the termination of this Agreement, consummate a transaction with any party first introduced by Walsh to the Company prior to such termination, the Company shall pay to Walsh a fee with re ...