Chief Operating Officer Employment Agreement

EMPLOYMENT AGREEMENT


JOHN VRABEL


AGREEMENT, dated as of the _1_ day of JULY , 2004, among Able Energy, Inc., a Delaware corporation, having a place of business at 198 Green Pond Road, Rockaway, New Jersey 07866 (the "Company"), and John Vrabel, an individual having a place of business at c/o Able Energy, Inc. 198 Green Pond Road, Rockaway, New Jersey 07866 (the "Executive").


WHEREAS, the Company is principally engaged in the business of the distribution of, and the provision of services related, fuel oil, and


WHEREAS, the Company desires to employ the Executive as its Chief Operating Officer; and


WHEREAS, Executive is willing to accept such employment by the Company, all in accordance with provisions hereinafter set forth; and


NOW, THEREFORE, in consideration of the promises and mutual representations, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree effective upon the Acquisition as follows:


1. TERM: The term of this Agreement shall be for a period of three (3) years commencing on date of this Agreement (the "Effective Date") and terminating on the third anniversary date of the Effective Date, subject to earlier termination as provided herein or unless extended by mutual consent of the parties.


2. EMPLOYMENT: (A) Subject to the terms and conditions and for the compensation hereinafter set forth, the Company hereby agrees to employ Executive for and during the term of this Agreement. Executive is hereby employed by the Company as its Chief Operating Officer. The Executive's powers and duties shall be those of an executive nature which are appropriate for a Chief Operating Officer in accordance with the Company's By-Laws; and Executive does hereby accept such employment or greater employment as may be mutually agreed upon by the parties hereto and agrees to devote only as much time to the affairs of the Company as Executive deems necessary to discharge his duties to the Company during the term of this Agreement, to the performance of his duties upon the conditions hereinafter set forth. Executive shall report to the Board of Directors of the Company. The Company shall not require Executive to be employed in any location other than Rockaway, New Jersey unless he consents in writing to such location.


(B) During the term of this Agreement, Executive shall be furnished with office space and facilities commensurate with his position and adequate for the performance of his duties; he shall be provided with the perquisites customarily associated with the position of Chief Operating Officer of the Company.


3. COMPENSATION:


(A) SALARY: During the term of this Agreement, the Company agrees to pay Executive, and Executive agrees to accept, an annual salary of not less than One Hundred Forty One Thousand and Six Hundred Dollars ($141,600) per year, payable bi-weekly in accordance with the Company's policies, for services rendered by Executive hereunder.


(B) BONUS: As additional compensation, the Company may pay Executive a periodic bonus. The Board of Directors will fix the bonus payable to the Executive at the end of each year; provided such bonuses, plus all other bonuses payable to the executive management shall not exceed, in the aggregate the "Bonus Pool." The Bonus Pool shall equal up to 20% of the earnings before taxes of the Company ("EBT") for the fiscal years ending 2005, 2006 and 2007, provided the Company achieves at least $1,000,000 of EBT in each of such years. If the Company meets or exceeds $1,000,000 EBT for the fiscal year ending in 2005 then the Executive shall be entitled to 20% of the Bonus Pool.


(C) ADDITIONAL COMPENSATION TO EXECUTIVE. In addition to the compensation stated above, Executive shall receive (i) 10,000 stock options, that shall vest and be exercisable pursuant to the Notice of Grant dated July 1, 2004. A true and correct copy of the Notice of Grant is attached hereto as Exhibit "A". Notwithstanding the foregoing, the vesting of the stock options shall be pursuant to the vesting schedule contained in the Notice of Grant ("Vesting Schedule"); and (ii) 4% of the issued and outstanding shares of common stock at June 30, 2004 of PriceEnergy.Com, subject to shareholder and board approval


(D) INCREASES: The annual salary is subject to periodic increases at the discretion of the Board of Directors with such increases to take effect no later than on each anniversary date of this Agreement.


4. EXPENSES: The Company shall reimburse Executive for all reasonable and actual business expenses incurred by him in connection with his service to the Company, upon submission by him of appropriate vouchers and expense account reports.


5. BENEFITS:


(A) INSURANCE: In addition to the salary and bonus to be paid to Executive hereunder, the Company shall maintain family medical and dental insurance.Executive and his dependents shall be entitled to participate in such other benefits as are extended to active executive employees of the Company and their dependents including but not limited to pension, retirement, profit-sharing, 401(k), stock option, bonus and incentive plans, group insurance, hospitalization, medical or other benefits made available by the Company to its employees generally.


(B) VACATION: Executive shall be entitled to take up to four (4) weeks of paid vacation annually at a time mutually convenient to the Company and Executive.


6. RESTRICTIVE COVENANTS: (A) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue


to develop in the future information concerning customers, clients, marketing, business and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, and that the same are confidential and proprietary, and are "confidential information" of the Company. In consideration of his employment by the Company hereunder, Executive agrees that he will not, without the consent of the Board, make any disclosure of confidential information now or hereafter possessed by the Company to any person, partnership, corporation or entity either during or after the term hereunder, except to employees of the Company or its subsidiaries or affiliates and to others within or without the Company, as the Executive may deem necessary in order to conduct the Company's business and except as may be required pursuant to any court order, judgment or decision from any court of competent jurisdiction. The foregoing shall not apply to information which is in the public domain on the date hereof; which, after it is disclosed to Executive by the Company, is published or becomes part of the public domain through no fault of Executive; which is known to Executive prior to disclosure thereof to him by the Company as evidenced by his written records; or, after Executive is no longer employed by the Company, which is thereafter disclosed to Executive in good faith by a third party which is not under any obligation of confidence or secrecy to the Company with respect to such information at the time of disclosure to him. The provisions of this Section shall continue in full force and effect notwithstanding any lawful termination of Executive's employment under this Agreement for a period of one (2) years following said termination of employment.


(B) Except in the ordinary course of his duties as Chief Operating Officer, or in the furtherance of the business of the Company, during the period from the date of this Agreement until one (2) years following the date on which his employment with the Company is lawfully and properly terminated, Executive will not, directly or indirectly:


(i) persuade or attempt to persuade any person or entity
which is or was a customer, client ...