STREICHER MOBLIE FUELING INC, SB-2, 1996-10-21

STREICHER MOBLIE FUELING INC
SB-2, 1996-10-21

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996

REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

STREICHER MOBILE FUELING, INC.
(Name of Small Business Issuer in its Charter)
------------------------

<TABLE>
<S> <C> <C>
FLORIDA 5172 APPLIED FOR
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or organization)
</TABLE>

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

<TABLE>
<S> <C>
STREICHER MOBILE FUELING, INC. STANLEY H. STREICHER, PRESIDENT
2720 NORTHWEST 55TH COURT 2720 NORTHWEST 55TH COURT
FT. LAUDERDALE, FLORIDA 33309 FT. LAUDERDALE, FLORIDA 33309
(954) 739-3880 (954) 739-3880
(Address and telephone number of principal (Name, address and telephone number of agent
executive for service)
offices and principal place of business)
</TABLE>

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

Copies to:

<TABLE>
<S> <C>
KENNETH HOFFMAN, ESQ. ROBERT ALTENBACH, ESQ.
GREENBERG, TRAURIG, HOFFMAN, JOHNSON & MONTGOMERY
LIPOFF, ROSEN & QUENTEL, P.A. 3060 PEACHTREE ROAD,
1221 BRICKELL AVENUE SUITE 400
MIAMI, FLORIDA 33131 ATLANTA, GEORGIA 30303
PHONE NO. (305) 579-0500 PHONE NO. (404) 262-1000
FAX NO. (305) 579-0717 FAX NO. (404) 262-1222
</TABLE>

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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------

CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value(2)............. $22,298,500 $6,758
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Redeemable Common Stock Purchase
Warrants(3)(4)............................ $ 158,125 $ 48
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Total.................................. $22,456,625 $6,806
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</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) Includes (i) 1,000,000 shares of Common Stock offered hereby, (ii) 1,000,000
shares of Common Stock issuable upon exercise of the Redeemable Common
Stock Purchase Warrants (the "Warrants") offered hereby, (iii) 150,000
shares of Common Stock subject to the Underwriters' over-allotment option,
(iv) 150,000 shares of Common Stock issuable upon exercise of Warrants
subject to Underwriters' over-allotment option, (v) 115,000 shares of
Common Stock issuable upon exercise of Underwriters' Warrants and (vi)
115,000 shares of Common Stock underlying the Warrants issuable upon
exercise of Underwriters' Warrants.
(3) Includes (i) 1,000,000 Warrants offered hereby, (ii) 150,000 Warrants
subject to the Underwriters' over-allotment option and (iii) 115,000
Warrants subject to the Underwriters' Warrants.
(4) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of shares of Common Stock as may be issuable upon
exercise of the Warrants pursuant to antidilution provisions.
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<PAGE> 2

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM SB-2 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
------------------------------------------ ------------------------------------------
<C> <S> <C>
1. Front of Registration Statement and
Outside Front Cover Page of
Prospectus.............................. Facing Page of Registration Statement;
Cross Reference Sheet; Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus........................... Inside Front and Outside Back of Cover
Pages Prospectus
3. Summary Information and Risk Factors...... Prospectus Summary; The Company; Risk
Factors
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Risk Factors; Underwriting
6. Dilution.................................. Risk Factors; Dilution
7. Selling Security Holders.................. Principal and Selling Shareholder
8. Plan of Distribution...................... Outside Front and Outside Back Cover Pages
of Prospectus; Underwriting
9. Legal Proceedings......................... Business
10. Directors, Executive Officers, Promoters
and Control Persons..................... Management
11. Security Ownership of Certain Beneficial
Owners and Management................... Principal and Selling Shareholder
12. Description of Securities................. Description of Securities
13. Interest of Named Experts and Counsel..... *
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................. *
15. Organization Within Last Five Years....... Certain Transactions
16. Description of Business................... Prospectus Summary; Business
17. Management's Discussion and Analysis or
Plan of Operation....................... Management's Discussion and Analysis of
Financial Condition and Results of
Operations
18. Description of Property................... Business
19. Certain Relationships and Related
Transactions............................ Certain Transactions
20. Market for Common Equity Related
Stockholder Matters..................... Outside Front Cover Page of and
Prospectus; Dividend Policy; Description
of Securities; Shares Eligible for
Future Sale
21. Executive Compensation.................... Management
22. Financial Statements...................... Financial Statements
23. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure.............................. *
</TABLE>

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

* Not applicable or answer thereto is negative.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PROSPECTUS

STREICHER MOBILE FUELING, INC.
1,000,000 SHARES OF COMMON STOCK AND
1,000,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

Streicher Mobile Fueling, Inc., a Florida corporation (the "Company"),
hereby offers 1,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), and 1,000,000 Redeemable Common Stock Purchase Warrants (the
"Warrants"). The shares of Common Stock and the Warrants offered hereby
(sometimes hereinafter collectively referred to as the "Securities") may be
purchased separately. Each Warrant is transferable immediately upon issuance and
entitles the holder thereof to purchase one share of Common Stock at a price of
$9.00 per share (assuming an initial offering price of $6.00 per share) during
the four-year period commencing on the first anniversary of the effective date
of this Offering (the "First Exercise Date"). The Warrants are redeemable by the
Company at a redemption price of $.01 per Warrant, at any time after the First
Exercise Date, upon thirty days' written notice to the holders thereof, if the
average closing price of the Common Stock equals or exceeds $10.50 per share for
the twenty consecutive trading days ending three days prior to the date of the
notice of redemption. See "Description of Securities."

Prior to this Offering, there has been no public market for the Common
Stock or Warrants and there can be no assurance that any such market will
develop. It is currently anticipated that the current initial offering price of
the Common Stock will be between $5 and $7 per share and the initial public
offering price of the Warrants will be $.125 per Warrant. The initial public
offering price of the shares of Common Stock, the Warrants and the exercise
price and other terms of the Warrants have been determined by negotiations
between the Company and Argent Securities, Inc., as representative of the
Underwriters (the "Representative"). See "Underwriting." The Company has applied
to include the shares of Common Stock and Warrants on the Nasdaq Small Cap
Market under the symbols "STRK" and "STRKW," respectively.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER THE
CAPTION "RISK FACTORS" WHICH APPEAR BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
===========================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share of Common Stock................... $ $ $
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Per Warrant................................. $ $ $
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- -----------------------------------------------------------------------------------------------------------
Total(3)............................... $ $ $
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</TABLE>

(1) Does not reflect additional compensation to be received by the Underwriters
in the form of: (i) a non-accountable expense allowance equal to 3% of the
gross proceeds of this Offering, $ of which has already been paid,
and (ii) an option to purchase up to 100,000 shares of Common Stock at 120%
of the initial public offering price and 100,000 Warrants at an exercise
price of $.01 per Warrant (the "Underwriters' Warrants"), exercisable for a
period of four years, commencing one year after the effective date of the
Registration Statement of which this Prospectus is a part. The Company, the
Selling Shareholder named herein and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company estimated
at approximately $634,000, including the Underwriters' nonaccountable
expense allowance (assuming no exercise of the Underwriters' over-allotment
option).
(3) Does not include 150,000 additional shares of Common Stock and Warrants to
cover over-allotments which the Underwriters have an option to purchase for
45 days from the date of this Prospectus at the initial public offering
price, less the Underwriters' discount. If such over-allotment option is
exercised, of the 150,000 shares of Common Stock, the first 75,000 of such
shares will be sold by the Selling Shareholder named herein and the balance
will be sold by the Company. If the Underwriters' over-allotment option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions, Proceeds to Company and Proceeds to Selling Shareholder will
be $ , $ , $ and $ respectively.

The Securities offered by this Prospectus are being offered by the
Underwriters on a "firm commitment" basis subject to prior sale, when, as and if
accepted by the Underwriters, approval of certain legal matters by counsel for
the Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer without notice and reject any
order in whole or in part. It is expected that delivery of the certificates
representing the Securities will be made in Atlanta, Georgia on or about
December , 1996.

ARGENT SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 4

[INSIDE FRONT COVER]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
WARRANTS OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

The Company intends to furnish to its security holders annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law.
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by and should be read in
conjunction with the more detailed information, and the financial statements and
notes thereto, appearing elsewhere in this Prospectus. Unless otherwise
indicated, the information in this Prospectus assumes (i) that the Underwriters'
over-allotment option has not been exercised and (ii) that the Underwriters'
Warrants have not been exercised. See "Underwriting." EACH PROSPECTIVE INVESTOR
IS URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.

THE COMPANY

The Company provides mobile fueling services, primarily to customers which
operate large fleets of vehicles (such as national courier services, major
trucking lines, hauling and delivery services, utilities and governmental
agencies). Company-owned custom fuel trucks deliver fuel on a regularly
scheduled or as needed basis directly to vehicles at customers' locations,
assuring the Company's customers a dependable supply of fuel at competitive
rates. The Company utilizes its proprietary electronic fuel management system to
measure, record and track fuel dispensed to each vehicle fueled at a customer
location. This allows the Company to verify the amount of fuel delivered and
provides its customers with customized fleet fuel data for management analysis
and tax reporting. The Company believes that mobile fueling provides several
economic and other advantages to its customers, including eliminating the costs
and potential environmental liabilities associated with equipping and
maintaining fuel storage and dispensing facilities, reducing labor and
administrative costs associated with fueling vehicles and providing centralized
control over fuel inventories and usage. The Company also believes that federal
and state environmental regulations have created a "window of opportunity" for
the Company to convert fleet operators that currently utilize underground fuel
storage tanks to mobile fueling customers. Under current federal regulations,
the owners of such underground storage tanks are required, by December 1998, to
remove or retrofit such tanks to comply with technical requirements pertaining
to their construction and operation. See "Business -- The Mobile Fueling
Industry."

Founded by Stanley H. Streicher, the Company's President and Chief
Executive Officer, the Company's predecessor, Streicher Enterprises, Inc.
("Enterprises"), commenced its mobile fueling operations in 1983. The Company
presently has operations in six locations throughout Florida and in Los Angeles
and San Diego, California, Atlanta and Columbus, Georgia, Chattanooga and
Kingsport, Tennessee and Dallas/Fort Worth, Texas. At July 31, 1996, the Company
operated a fleet of 49 custom fuel trucks and was servicing approximately 200
customers at more than 500 locations nightly, delivering fuel at a rate of over
2,000,000 gallons per month.

The Company intends to grow both through internal means and acquisitions.
The Company's internal growth strategy focuses on obtaining contracts to service
large fleets in or near major metropolitan areas, both through extending
existing customer relationships to new geographic areas and marketing its
services to potential new customers. After establishing operations in a new
market area, the Company seeks to build route density and achieve economies of
scale by providing fueling services to small and medium-sized local and regional
companies. The Company also expects to evaluate acquisition opportunities that
will allow strategic entry into new geographic markets or increase its customer
base within existing markets. See "Business -- Growth Strategy."

The Company was incorporated in the State of Florida in October 1996. Prior
to the closing of this Offering, the Company's business has been conducted
through Enterprises, which was incorporated in Florida in 1983. Immediately
prior to the closing of this Offering, Enterprises will complete a corporate
reorganization (the "Reorganization"), which will result in the Company
succeeding to all of Enterprises' mobile fueling assets, liabilities and
operations. Unless otherwise indicated, all references herein to the "Company"
include the mobile fueling business of Enterprises prior to the Reorganization.
See "Certain Transactions" and Note 1 of Notes to Financial Statements. The
Company's principal executive offices are located at 2720 N.W. 55th Court, Fort
Lauderdale, Florida 33309, (954) 739-3880.

2
<PAGE> 6

THE OFFERING

Securities Offered.................. 1,000,000 shares of Common Stock and
1,000,000 Warrants. See "Description
of Securities."

Warrants............................ Each Warrant entitles the holder
thereof to purchase one share of
Common Stock at a price of $9.00 per
share (assuming an initial offering
price of $6.00 per share) during the
four year period commencing on the
first anniversary of the effective
date of this Offering (the "First
Exercise Date"). The Warrants are
each redeemable by the Company at a
redemption price of $.01 per Warrant,
at any time after the First Exercise
Date, upon thirty days' prior written
notice to the holders thereof, if the
average closing price of the Common
Stock equals or exceeds $10.50 per
share, for the twenty consecutive
trading days ending three days prior
to the date of the notice of
redemption. See "Description of
Securities."

Securities Outstanding Prior to the
Offering............................ 1,500,000 shares of Common Stock

Securities Outstanding Subsequent to
the Offering(1)..................... 2,500,000 shares of Common Stock and
1,000,000 Warrants

Use of Proceeds by Company.......... Fuel truck and equipment purchases and
the balance for working capital and
other corporate purposes. See "Use of
Proceeds."

Risk Factors........................ This Offering involves a high degree
of risk and immediate and substantial
dilution. See "Risk Factors" and
"Dilution."

Proposed Nasdaq Symbols(2).......... Common Stock -- STRK
Warrants--STRKW
- ---------------

(1) Does not include (i) the 1,000,000 shares of Common Stock issuable upon the
exercise of the Warrants offered hereby, (ii) up to 75,000 shares of Common
Stock and 150,000 Warrants issuable upon exercise of the Underwriters'
over-allotment option, (iii) the 150,000 shares of Common Stock issuable
upon exercise of the Warrants included in the Underwriters' over-allotment
option, (iv) the 230,000 shares of Common Stock issuable upon exercise of
the Underwriters' Warrants (including the Warrants therein), (v) 1,000,000
shares of Common Stock issuable upon the exercise of stock options to be
granted on the effective date of this Offering, or (vi) 100,000 shares of
Common Stock reserved for issuance upon the exercise of stock options that
may be granted under the Company's stock option plan. See
"Management -- Employment Agreement" and "-- Stock Option Plan,"
"Description of Securities" and "Underwriting."
(2) The Company's securities have not yet been approved for quotation on Nasdaq
and there can be no assurance that the Company will be able to meet the
requirements for quotation, or that a public trading market will develop or
that if such market develops, it will be sustained. See "Risk
Factors -- Lack of Prior Market for Securities."

3
<PAGE> 7

SUMMARY FINANCIAL INFORMATION

The following table presents summary historical data of the Company as of
January 31, 1996 and for the two years ended January 31, 1995 and 1996 which
have been derived from the Company's audited financial statements included
elsewhere in this Prospectus, and unaudited historical financial data. The
selected financial data as of July 31, 1996 and for the six month periods ended
July 31, 1995 and 1996 have been derived from the unaudited financial statements
of the Company which include all adjustments, consisting of only normal
recurring adjustments, which the Company considers necessary for a fair
presentation and results of operations for these periods. The summary financial
information should be read in conjunction with "Selected Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and the notes thereto appearing
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTH PERIODS
YEARS ENDED JANUARY 31, ENDED JULY 31,
------------------------- -------------------------
1995 1996 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue................................. $16,663,371 $23,989,358 $10,776,470 $13,887,855
Gross profit............................ 1,445,426 2,237,008 829,236 1,126,926
Operating expenses...................... 1,328,028 1,750,235 825,491 1,203,353
Income (loss) from operations........... 117,398 486,773 3,745 (76,427)
Interest expense........................ 168,991 343,967 154,062 260,252
Income (loss) before provision for
income taxes......................... (38,089) 176,025 (131,111) (330,292)
Net income (loss)....................... (37,700) 100,009 (85,680) (211,872)
Net income (loss) per share............. (.03) .07 (.06) (.14)
Weighted average number of shares of
common stock outstanding............. 1,500,000 1,500,000 1,500,000 1,500,000
</TABLE>

<TABLE>
<CAPTION>
JULY 31, 1996
---------------------------
AS
JANUARY 31, ADJUSTED
1996 ACTUAL (1)
----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......................... $ 725,419 $ 961,886 $ 5,935,294
Total assets............................ 6,444,186 7,248,964 12,222,372
Total liabilities....................... 6,005,300 7,021,950 7,021,950
Shareholders' equity.................... 438,886 227,014 5,200,422
</TABLE>

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

(1) Adjusted to give effect to (i) the sale of 1,000,000 shares of Common Stock
and 1,000,000 Warrants offered hereby at assumed initial public offering
prices of $6.00 per share and $0.125 per Warrant, respectively, and the
application of the net proceeds therefrom. See "Use of Proceeds." No effect
has been given to the exercise of (i) the Warrants, (ii) the Underwriters'
over-allotment option or (iii) the Underwriters' Warrants (including the
Warrants therein). See "Underwriting."

4
<PAGE> 8

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION AND SHOULD ONLY BE PURCHASED BY INVESTORS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS, PRIOR TO MAKING
AN INVESTMENT, SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS AND SPECULATIVE
FACTORS, AS WELL AS OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS,
ASSOCIATED WITH THIS OFFERING, INCLUDING THE INFORMATION CONTAINED IN THE
FINANCIAL STATEMENTS HEREIN.

LOSSES FROM OPERATIONS; ACCUMULATED DEFICIT; NO ASSURANCES OF PROFITABILITY

Although the Company operated profitably in the fiscal year ended January
31, 1996, the Company experienced net losses in the year ended January 31, 1995
and in the six month period ended July 31, 1996 of $37,700 and $211,872,
respectively, and there can be no assurance that the Company will not incur net
losses in the future. The Company had an accumulated deficit of $33,646 at July
31, 1996. The Company's operating expenses have increased as its business has
grown and can be expected to increase significantly as a result of the Company's
expansion efforts into new markets. There can be no assurance that the Company
will be able to generate sufficient revenue to meet its operating expenditures
or to operate profitably. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

NEED FOR CAPITAL

The mobile fueling business is capital intensive and the Company will
continue to require substantial capital in order to operate and expand its
business. The Company's primary long-term and working capital requirements have
been to fund capital expenditures for custom fuel trucks and related equipment
and working capital for its inventory requirements and the financing of customer
accounts receivable. Historically, the Company has depended primarily on debt
financing for its purchases of custom fuel trucks. If the Company is unable to
obtain additional equity or debt financing in the future, the Company may have
to limit its growth. Following this Offering, the Company expects that its debt
will increase in the future as the Company utilizes borrowed funds to acquire
new vehicles, for acquisitions, working capital or other corporate purposes. The
interest rate on the Company's principal credit facility fluctuates with the
prime lending rate, resulting in greater interest costs to the Company in the
event of rising interest rates. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

GROWTH DEPENDENT UPON EXPANSION; RISKS ASSOCIATED WITH EXPANSION INTO NEW
MARKETS

A significant element of the Company's future growth strategy involves the
expansion of the Company's business into new markets. The Company intends to
expand its business into additional major metropolitan areas. Expansion of the
Company's operations will be dependent on, among other things, the Company's
ability to demonstrate the benefits of mobile fueling to potential new
customers; successfully establish and operate new locations; hire and retain
qualified management; marketing and other personnel; obtain adequate financing
for vehicle purchases and working capital purposes; secure adequate sources of
supply on a timely basis and on commercially reasonable terms and successfully
manage growth (including monitoring operations, controlling costs and
maintaining effective quality controls). The Company's growth prospects will be
largely dependent upon its ability to achieve greater penetration in new
markets. The Company may also seek to expand its operations through the
acquisition of existing companies or their customer bases. There can be no
assurance that the Company will be able to successfully expand its operations.
See "Business -- Growth Strategy."

ACQUISITION AVAILABILITY; DIFFICULTY IN ASSIMILATING ACQUISITIONS

An important element of the Company's future growth strategy involves the
acquisition of fuel distributors in new and existing markets. Although the
Company intends to pursue acquisition opportunities as a means of achieving its
growth objectives, there can be no assurance that the Company will be able to
locate or acquire suitable acquisition candidates on acceptable terms or that
future acquired operations will be

5
<PAGE> 9

effectively and profitably integrated into the Company. Acquisitions involve a
number of risks that could adversely affect the Company's operating results,
including diverting management attention, the assimilation of the operations and
personnel of the acquired operations, the amortization of acquired intangible
assets and the potential loss of key employees of the acquired operations.
Properly managing any growth through acquisitions, avoiding the problems often
attendant therewith, and continuing to operate in the manner which has proven
successful to the Company to date will be important to the future success of the
Company's business. See "Business -- Growth Strategy."

DEPENDENCE ON OFFERING PROCEEDS TO IMPLEMENT PROPOSED EXPANSION;
POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company's capital requirements have been and will continue to be
significant. The Company is dependent on and intends to use a substantial
portion of the proceeds of this Offering to implement its proposed expansion.
The Company anticipates, based on currently proposed plans and assumptions
relating to its operations (including the anticipated costs associated with, and
timetable for, its proposed expansion), that the proceeds of this Offering,
together with cash flow from operations and amounts available under its line of
credit, will be sufficient to satisfy its contemplated cash requirements for at
least 12 months following the consummation of this Offering. In the event that
the Company's plans change, its assumptions change or prove to be inaccurate or
if the proceeds of this Offering or cash flows otherwise prove to be
insufficient to fund expansion (due to unanticipated expenses, delays, problems,
difficulties or otherwise), the Company will be required to minimize cash
expenditures and/or obtain additional financing in order to support its plan of
operations. The Company has no current arrangements with respect to, or sources
of, additional financing and there can be no assurance that any additional
financing will be available to the Company on acceptable terms, or at all.

ABSENCE OF WRITTEN AGREEMENTS

Most of the Company's customers do not have written agreements with the
Company and can terminate the Company's mobile fueling services at any time and
for any reason. If the Company were to experience a high rate of terminations,
the Company's business and financial performance could be materially adversely
affected.

LIMITED AVAILABILITY OF MANAGERIAL PERSONNEL

The Company has experienced significant growth over the past several years.
Since 1993, the Company's service area has expanded from Florida and Tennessee
to include California, Georgia and Texas, and the number of custom fuel trucks
operated by the Company has increased from 14 at February 1, 1993 to 49 at July
31, 1996. In addition, during the past three years, the number of the Company's
full-time employees increased from 26 at February 1, 1993 to approximately 139
at July 31, 1996, and further increases in personnel are anticipated as the
Company expands. For the Company to be able to continue to grow effectively it
will need to continue to improve its operational, financial and other internal
systems, and to attract, train, motivate, manage and retain its employees. If
the Company is unable to manage growth effectively, the Company's results of
operations could be adversely affected.

COMPETITION

The Company competes with other distributors of fuel, including several
regional distributors and numerous small independent operators. Some of the
Company's competitors have significantly greater financial or marketing
resources than the Company. The Company's competitors also could introduce
services that are superior to the Company's or that achieve greater market
acceptance. The Company also competes for customers whose drivers fuel their own
vehicles at retail gas stations. The Company believes that its ability to
compete depends on a number of factors, including price, reliability, credit
terms, name recognition, delivery time and service and support. There can be no
assurance that the Company will be able to continue to compete successfully with
respect to these factors. See "Business -- Competition."

6
<PAGE> 10

FUEL PRICING; EFFECT ON PROFITABILITY

Gasoline and diesel fuel are commodities and, as such, their wholesale
prices are subject to fluctuations in response to changes in supply or other
market conditions over which the Company has no control. Because the Company
sells fuel to its customers at fixed amounts over its wholesale cost, the
Company's gross profit as a percentage of revenues may fluctuate as a result of
changes in wholesale gasoline and diesel fuel prices. In addition, the Company
may not be able to fully pass on future increases in the wholesale prices of
gasoline or diesel fuel to its customers. See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations."

DEPENDENCE ON SUPPLIERS OF CUSTOM FUEL TRUCKS; FEW SOURCES OF SUPPLY

The Company currently orders and purchases custom fuel trucks from two
manufacturers. Any event adversely affecting the supply and manufacture of these
trucks, including the inability of such manufacturers to meet the Company's
demand for new truck purchases, could have a material adverse effect on the
Company's operations. The Company has no control over the manufacturing process,
quality assurance or the timing of delivery of trucks. The Company also does not
have any contracts or other written agreement with the manufacturers of custom
fuel trucks for the purchase of such vehicles.

Additionally, the Company may from time to time make purchases of
previously owned fuel trucks and convert such trucks to the Company's
specifications. However, there can by no assurance that such trucks will be
available in the market for purchase by the Company. See "Business -- Custom
Fuel Truck Purchases."

OPERATING RISKS MAY NOT BE COVERED BY INSURANCE

The Company's operations are subject to all of the operating hazards and
risks normally incidental to handling, storing and transporting gasoline and
diesel fuel, which are classified as hazardous materials. The Company maintains
insurance policies in such amounts and with such coverages and deductibles as
the Company believes are reasonable and prudent. However, there can be no
assurance that such insurance will be adequate to protect the Company from
liabilities and expenses that may arise from claims for personal and property
damage arising in the ordinary course of business or that such levels of
insurance will be maintained by the Company or will be available at economical
prices.

GOVERNMENTAL REGULATION

The Company's operations are affected by numerous federal, state and local
laws, including those relating to protection of the environment and worker
safety. The transportation of gasoline and diesel fuel is subject to regulation
by various federal, state and local agencies, including the U.S. Department of
Transportation ("DOT"). These regulatory authorities have broad powers, and the
Company is subject to regulatory and legislative changes that can affect the
economics of the industry by requiring changes in operating practices or
influencing the demand for, and the cost of providing, its services. The Company
is also subject to the rules and regulations of the Hazardous Materials
Transportation Act. In addition, the Company depends on the supply of gasoline
and diesel fuel from the oil and gas industry and, therefore, is affected by
changing taxes, price controls and other laws and regulations relating to the
oil and gas industry generally. The Company cannot determine the extent to which
its future operations and earnings may be affected by new legislation, new
regulations or changes in existing regulations.

The technical requirements of these laws and regulations are becoming
increasingly expensive, complex and stringent. These laws may impose penalties
or sanctions for damages to natural resources or threats to public health and
safety. Such laws and regulations may also expose the Company to liability for
the conduct of or conditions caused by others, or for acts of the Company that
were in compliance with all applicable laws at the time such acts were
performed. Sanctions for noncompliance may include revocation of permits,
corrective action orders, administrative or civil penalties and criminal
prosecution. Certain environmental laws provide for joint and several liability
for remediation of spills and releases of hazardous substances. In addition,
companies may be subject to claims alleging personal injury or property damage
as a result of alleged exposure to hazardous substances, as well as damage to
natural resources.

7
<PAGE> 11

Although the Company believes that it is in substantial compliance with
existing laws and regulations, there can be no assurance that substantial costs
for compliance will not be incurred in the future. Moreover, it is possible that
other developments, such as stricter environmental laws, regulations and
enforcement policies thereunder, could result in additional, presently
unquantifiable, costs or liabilities to the Company. See
"Business -- Governmental Regulation."

CHANGES IN ENVIRONMENTAL REQUIREMENTS

The Company expects to derive a significant amount of its future business
by converting to mobile fueling customers fleet operators that currently utilize
underground fuel storage tanks for their fueling needs. Under current federal
regulations, the owners of such underground storage tanks are required, by
December 1998, to remove or retrofit such tanks to comply with technical
requirements pertaining to their construction and operation. If the date for
compliance with such regulations is extended, or if other, more economical
means, of compliance are developed or adopted by owners of underground storage
tanks, the opportunity for the Company to market its services to such persons
may be adversely affected.

DEPENDENCE ON KEY PERSONNEL

The success of the Company will be largely dependent on the continued
services and efforts of Stanley H. Streicher, the Company's President and Chief
Executive Officer, and other key personnel. The loss of the services of Mr.
Streicher or certain other key personnel could have a material adverse effect on
the Company's business and prospects. The Company currently maintains a $2
million key-man life insurance policy on the life of Mr. Streicher, under which
the Company is the beneficiary. The Company's success and plans for future
growth will also depend on its ability to attract and retain additional
qualified management and other personnel. There can be no assurance that the
Company will be able to hire or retain such personnel on terms satisfactory to
the Company. Mr. Streicher and the Company have entered into an employment
agreement which is automatically renewable unless otherwise terminated. The
Company has no other employment agreements with its other key personnel. See
"Management -- Employment Agreement."

CONTROL BY MANAGEMENT

Upon completion of this Offering, Stanley H. Streicher, the Company's
President and Chief Executive Officer, will beneficially own or have voting
control over approximately 1,500,000 shares of Common Stock, or approximately
60.0% 55.3% if the Underwriters' over-allotment option is exercised in full) of
the then outstanding shares of Common Stock. Mr. Streicher will therefore be in
a position to control the outcome of matters submitted for shareholder approval,
including election of the Company's directors, and could thereby affect the
selection of management and direct the policies of the Company. See "Principal
and Selling Shareholder."

DILUTION

Based upon the net tangible book value of the Company at July 31, 1996,
investors in this Offering will suffer an immediate and substantial dilution of
their investment of approximately $3.99 in net tangible book value per share.
See "Dilution."

LACK OF PRIOR MARKET FOR SECURITIES

Prior to this Offering, there has been no public trading market for the
Securities and there can be no assurances that a public trading market for the
Securities will develop or, if developed, will be sustained. The Company's
Securities have not yet been approved for quotation on the Nasdaq SmallCap
Market and there can be no assurance that a regular trading market for the
Securities will develop for the Securities offered hereby, or, if developed,
that it will be maintained. If for any reason the Company fails to maintain
sufficient qualifications for continued listing on the Nasdaq SmallCap Market or
a public trading market does not develop, purchasers of the Securities may have
difficulty in selling their Securities should they desire to do so. In any
event, because certain restrictions may be placed upon the sale of securities at
prices under $5, unless

8
<PAGE> 12

such securities qualify for an exemption from the "penny stock" rules, such as a
listing on the Nasdaq SmallCap Market, some brokerage firms will not effect
transactions in the Securities if they trade below $5, and it is unlikely that
any bank or financial institution will accept the Securities as collateral,
which could have an adverse effect in developing or sustaining any market for
the Securities. See "Risk Factors -- Listing and Maintenance Criteria for Nasdaq
System; Penny Stock Regulations."

ARBITRARY DETERMINATION OF OFFERING PRICE AND WARRANT EXERCISE PRICE

The initial public offering price of the Common Stock and the Warrants have
been determined by negotiations between the Company and the Representative and
do not necessarily bear any relationship to the Company's assets, net worth or
results of operations, or any other established criteria of value. The offering
price set forth on the cover page of this Prospectus should not be considered an
indication of the actual value of the Securities offered hereby. After
completion of this Offering, such price may vary as a result of market
conditions and other factors. See "Description of Securities" and
"Underwriting."

BROAD DISCRETION IN APPLICATION OF PROCEEDS

While Management of the Company presently intends to limit the application
of the Offering proceeds to the categories set forth in the Use of Proceeds
table, management may adjust the application and allocation of the net proceeds
of this Offering, including funds received upon exercise of the Underwriters'
over-allotment option or the exercise of any Warrants, if such adjustment is
determined to be in the best interests of the Company in order to address
changed circumstances and opportunities. Furthermore, to the extent that the
Company's expenditures are less than projected, the resulting balance will be
retained and used for working capital and corporate purposes. As a result of the
foregoing, the success of the Company will be substantially dependent upon the
judgment of the management of the Company with respect to the application and
allocation of the net proceeds of this Offering. See "Use of Proceeds."

BENEFITS TO AFFILIATES FROM PROCEEDS OF PUBLIC OFFERING

Although the Company's shareholders and management will not receive any of
the Company's proceeds from this Offering, except as described below, certain
benefits will accrue to them as a result of the Offering. To the extent that the
Company applies a portion of the net proceeds of this Offering to reduce the
Company's bank debt, Mr. Streicher will be relieved of his personal guaranty of
such indebtedness. See "Use of Proceeds." In addition, if the Underwriters'
over-allotment option is exercised, Mr. Streicher will be selling up to 75,000
shares of Common Stock for net proceeds to him, after underwriting discounts or
commissions (including the Underwriters' 3% non-accountable expense allowance)
of up to $391,500 (assuming an initial public offering price of $6.00 per share
of Common Stock). The Company will bear the balance of the costs of the
Offering. See "Use of Proceeds" and "Certain Transactions."

CONFLICTS OF INTEREST BETWEEN MAJORITY SHAREHOLDER AND THE COMPANY

Stanley H. Streicher, currently the majority shareholder and sole director
of the Company, and his affiliates have in the past engaged in certain
transactions with the Company. See "Certain Transactions."

CONTROL BY MANAGEMENT

Stanley H. Streicher is currently the sole director of the Company and as
such has sole authority to manage the policies and direction of the Company. The
Company has agreed with the Representative to increase to five the number of
individuals serving on the Board of Directors within 30 days of the closing of
this Offering.

IMPACT ON MARKET OF WARRANT EXERCISE

In the event of the exercise of a substantial number of Warrants within a
reasonably short period of time after the right to exercise commences, the
resulting increase in the amount of Common Stock of the Company

9
<PAGE> 13

in the trading market could substantially affect the market price of the Common
Stock. See "Description of Securities -- Warrants."

ADJUSTMENTS TO WARRANT EXERCISE PRICE AND EXERCISE DATE

The Company, in its sole discretion, may reduce the exercise price of the
Warrants and/or extend the time within which the Warrants may first be
exercised. Further, in the event the Company issues certain securities or makes
certain distributions to its Common Stock shareholders, the exercise price of
the Warrants may be reduced. Any such price reductions (assuming exercise of the
Warrants) will provide less money for the Company and possibly adversely affect
the market price of the Company's securities.

POSSIBLE RESTRICTIONS ON MARKET MAKING ACTIVITIES IN THE SECURITIES

Although they have no legal obligation to do so, the Underwriters from time
to time may act as market makers and otherwise effect transactions in the
Securities. Unless granted an exemption by the Commission from Rule 10b-6 under
the Securities Exchange Act of 1934 (the "Exchange Act"), the Underwriters will
be prohibited from engaging in any market making activities or solicited
brokerage activities with respect to the Securities for the period from nine
business days prior to any solicitation of the exercise of any Warrant or nine
business days prior to the exercise of any Warrant based on a prior solicitation
until the later of the termination of such solicitation activity or the
termination (by waiver or otherwise) of any right the Underwriters may have to
receive such a fee for the exercise of the Warrants following such solicitation.
As a result, the Underwriters may be unable to continue to provide a market for
the Securities during certain periods while the Warrants are exercisable. The
prices and liquidity of the Securities may be materially and adversely affected
by the cessation of the Underwriters' market making activities. In addition,
there is no assurance that the Underwriters will continue to be market makers in
the Securities. The prices and liquidity of the Securities may be affected
significantly by the degree, if any, of the Underwriters' participation in the
market. The Underwriters may voluntarily discontinue such participation at any
time. Further, the market for, and liquidity of, the Securities may be adversely
affected by the fact that a significant amount of the Securities may be sold to
customers of the Underwriters. See "Underwriting."

REDEMPTION OF REDEEMABLE WARRANTS

The Warrants are subject to redemption by the Company, at any time after
the First Exercise Date at a price of $.01 per Warrant at any time after the
First Exercise Date, upon thirty days' prior written notice to the holders
thereof, if the average closing bid price for the Common Stock equals or exceeds
$10.50 per share (assuming an initial offering price of $6.00 per share) for the
twenty consecutive trading days ending on the third day prior to the date of
notice of redemption. In the event that the Warrants are called for redemption
by the Company, Warrantholders will have thirty days during which they may
exercise their rights to purchase shares of Common Stock. In the event a current
prospectus is not available, the Warrants may not be exercised and the Company
will be precluded from redeeming the Warrants. If holders of the Warrants elect
not to exercise them upon notice of redemption thereof, and the Warrants are
subsequently redeemed prior to exercise, the holders thereof would lose the
benefit of the difference between the market price of the underlying Common
Stock as of such date and the exercise price of such Warrants, as well as any
possible future price appreciation in the Common Stock. As a result of an
exercise of the Warrants, existing shareholders would be diluted and the market
price of the Common Stock may be adversely affected. If a Warrantholder fails to
exercise his rights under the Warrants prior to the date set for redemption,
then the Warrantholder will be entitled to receive only the redemption price,
$.01 per Warrant. See "Description of Securities -- Warrants."

CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION IN CONNECTION WITH THE
EXERCISE OF THE WARRANTS

The Company will be able to issue shares of its Common Stock upon the
exercise of the Warrants only if (i) there is a current prospectus relating to
the Common Stock issuable upon exercise of the Warrants under an effective
registration statement filed with the Commission, and (ii) such Common Stock is
then qualified for sale or exempt therefrom under applicable state securities
laws of the jurisdictions in which the various

10
<PAGE> 14

holders of Warrants reside. Although the Company has undertaken to use its best
efforts to maintain the effectiveness of a current prospectus covering the
Common Stock subject to the Warrants offered hereby, there can be no assurance
that the Company will be successful in doing so. After a registration statement
becomes effective, it may require continuous updating by the filing of
post-effective amendments. A post-effective amendment is required (i) when, for
a prospectus that is used more than 9 months after the effective date of the
registration statement, the information contained therein (including the
certified financial statements) is as of a date more than 16 months prior to the
use of the prospectus, (ii) when facts or events have occurred which represent a
fundamental change in the information contained in the registration statement,
or (iii) when any material change occurs in the information relating to the plan
of distribution of the securities registered by such registration statement. The
Company anticipates that this Registration Statement will remain effective for
at least nine months following the date of this Prospectus, assuming a post-
effective amendment is not filed by the Company. The Company intends to qualify
the sale of the Securities in a limited number of states, although certain
exemptions under certain state securities laws may permit the Warrants to be
transferred to purchasers in states other than those in which the Warrants were
initially qualified. The Company will be prevented, however, from issuing Common
Stock upon exercise of the Warrants in those states where exemptions are
unavailable and the Company has failed to qualify the Common Stock issuable upon
exercise of the Warrants. The Company may decide not to seek, or may not be able
to obtain qualification of the issuance of such Common Stock in all of the
states in which the ultimate purchasers of the Warrants reside. In such a case,
the Warrants of those purchasers will expire and have no value if such Warrants
cannot be exercised or sold. Accordingly, the market for the Warrants may be
limited because of the foregoing requirements. See "Description of Securities".

UNDERWRITERS' WARRANTS

In connection with the Offering, the Company will sell to the Underwriters,
for nominal consideration, warrants to purchase an aggregate of 115,000 shares
of Common Stock and 115,000 Warrants (assuming 1,000,000 shares of Common Stock
and 1,000,000 Warrants are sold and assuming the Underwriters' over-allotment is
exercised) (the "Underwriters' Warrants"). The Underwriters' Warrants will be
exercisable for a period of four years, commencing one year after the date of
closing of this Offering, at an exercise price of 120% of the initial public
offering price of the Common Stock and Warrants. The terms of the Warrants
underlying such Underwriters' Warrants will be the same as those offered to the
public hereby. The holders of the Underwriters' Warrants will have the
opportunity to profit from a rise in the market price of the Securities, if any,
without assuming the risk of ownership. The Company may find it more difficult
to raise additional equity capital if it should be needed for the business of
the Company while the Underwriters' Warrants are outstanding. At any time when
the holders thereof might be expected to exercise them, the Company would
probably be able to obtain additional capital on terms more favorable than those
provided by the Underwriters' Warrants.

The Underwriters have "piggyback" and demand registration rights with
respect to the Common Stock, the Warrants and the underlying Common Stock
subject to the Underwriters' Warrants. Any future exercise of these registration
rights may cause the Company to incur substantial expense and could impair the
Company's ability to raise capital through the public sale of its securities.
See "Dilution," "Shares Eligible for Future Sale" and "Underwriting."

LISTING AND MAINTENANCE CRITERIA FOR NASDAQ SYSTEM; "PENNY STOCK" REGULATIONS

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers Nasdaq, requires that, in order for a company's securities to be
listed on the Nasdaq SmallCap Market, the Company must have $4,000,000 in total
assets, a $1,000,000 market value of the public float and $2,000,000 in total
capital and surplus. Further, initial listing requires two market makers and a
minimum bid price of $3.00 per share. Continued inclusion on the Nasdaq SmallCap
Market currently requires two market makers and a minimum bid price of $1.00 per
share; provided, however, if the Company falls below the minimum bid price, it
will remain eligible for continued inclusion if the market value of the public
float is at least $1,000,000 and the Company has $2,000,000 in capital and
surplus. If the Company fails to maintain the Nasdaq minimum

11
<PAGE> 15

threshold requirements, it would lose its Nasdaq listing and trading, if any, in
the securities would be conducted in the over-the-counter market known as the
NASD OTC Electronic Bulletin Board. As a result, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's Common Stock.

The Commission has adopted regulations which generally define "penny stock"
to be any equity security that has a market price (as defined) less than $5 per
share or an exercise price of less than $5 per share subject to certain
exceptions. Since the Securities have been accepted for quotation on Nasdaq,
they will initially be exempt from the definition of "penny stock". If the
Securities are later removed from listing by Nasdaq, and are traded at a price
below $5, the Securities may become subject to rules that impose additional
sales practice requirements on broker-dealers who sell such Securities to
persons other than established customers and institutional accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such Securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prepared by the Commission relating to the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the Securities, and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell the Securities and may affect the ability of purchasers in this Offering
to sell the Securities in the secondary market.

FUTURE SALES OF COMMON STOCK PURSUANT TO RULE 144

The 1,500,000 shares of Common Stock issued prior to this Offering are
"restricted securities" as that term is defined by Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), and, in the future, may be sold
in compliance with Rule 144 or pursuant to an effective registration statement.
Of such shares, the 1,426,500 shares presently owned by Stanley H. Streicher and
73,500 owned by another shareholder are subject to the provisions of lock-up
agreements between Mr. Streicher, the shareholder and the Representative.
Ordinarily, under Rule 144, a person who is an affiliate of the Company (as that
term is defined in Rule 144) and has beneficially owned restricted securities
for a period of two years may, every three months, sell in brokerage
transactions an amount that does not exceed the greater of (i) 1% of the
outstanding number of shares of a particular class of such securities, or (ii)
the average weekly trading volume in such securities on all national exchanges
and/or reported through the automated quotation system of a registered
securities association during the four weeks prior to the filing of a notice of
sale by a securities holder. A person who is not an affiliate of the Company who
beneficially owns restricted securities and who has held such securities for at
least two years is also subject to the foregoing limitation pursuant to Rule
144(k). In the future, sales of restricted stock pursuant to Rule 144 may have
an adverse effect on the market price of the Company's Common Stock should a
public trading market develop for such shares.

In addition to the restrictions under Rule 144, the 1,426,500 shares of
Common Stock owned by Mr. Streicher upon completion of the Offering will be
subject to a lock-up period of 60 months, subject to earlier release if
consented to by the Representative or upon the Company's achievement of certain
performance goals. Of the shares subject to the lock-up (i) 75,000 shares shall
be released from the lock-up restrictions in the event such shares are not sold
pursuant to the over-allotment option and (ii) thereafter 40,000 shares shall be
released from the lock-up restrictions on each of the second, third and fourth
anniversary dates of the closing of the offering. Regardless of the Company's
performance, any shares held by Mr. Streicher remaining subject to lock-up shall
be released on July 31, 2001. The 73,500 shares owned by another shareholder
upon completion of the Offering will be subject to a lock-up period based upon
the same terms and conditions as Mr. Streicher unless otherwise agreed to by the
Representative. See "Shares Available for Future Sale."

Prior to this Offering, there has been no market for the Common Stock. The
Company can make no prediction as to the effect, if any, that sales of shares of
Common Stock, or the availability of such shares for sale, will have on the
market price of Common Stock prevailing from time to time. Nevertheless, sales
of substantial amounts of Common Stock in the public market could adversely
affect prevailing market prices.

12
<PAGE> 16

NO DIVIDENDS ANTICIPATED

The Company intends to retain all future earnings for use in the
development of its business and does not anticipate paying any cash dividends on
the Common Stock in the foreseeable future. In addition, the payment of cash
dividends on the Common Stock is restricted by financial covenants in the
Company's loan agreements. See "Dividend Policy."

EFFECT OF ANTI-TAKEOVER LEGISLATION; POSSIBLE ADVERSE EFFECT OF ISSUANCE OF
PREFERRED STOCK ON MARKET PRICE AND RIGHTS OF COMMON STOCK

The State of Florida has enacted legislation that may deter or frustrate
takeovers of Florida corporations. The Florida Control Share Act generally
provides that shares acquired in excess of certain specified thresholds will not
possess any voting rights unless such voting rights are approved by a majority
vote of a corporation's disinterested shareholders. The Florida Affiliated
Transactions Act generally requires supermajority approval by disinterested
directors or shareholders of certain specified transactions between a public
corporation and holders of more than 10% of the outstanding voting shares of the
corporation (or their affiliates). The Company's Articles of Incorporation
authorize the issuance of 1,000,000 shares of "blank check" Preferred Stock
("Preferred Stock") with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without shareholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of the Common
Stock. The issuance of any series of Preferred Stock having rights superior to
those of the Common Stock may result in a decrease in the value or market price
of the Common Stock. Holders of Preferred Stock to be issued in the future may
have the right to receive dividends and certain preferences in liquidation and
conversion rights. The issuance of such Preferred Stock could make the possible
takeover of the Company or the removal of management of the Company more
difficult, discourage hostile bids for control of the Company in which
shareholders may receive premiums for their Common Stock and adversely affect
the voting and other rights of the holders of the Common Stock. The Company may
in the future issue additional shares of its Preferred Stock. See "Description
of Securities."

ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

The Company's Articles of Incorporation provide that shareholders seeking
to bring business before an annual meeting of shareholders, or to nominate
candidates for election as directors at an annual or special meeting of
shareholders, must provide timely notice thereof in writing. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more than
90 days prior to the meeting; provided, however, that in the event that less
than 80 day's notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder, to be timely, must be
received no later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever is first. The Bylaws of the Company also specify
certain requirements for a shareholder's notice to be in proper written form.
These provisions may preclude shareholders from bringing matters before the
shareholders at an annual or special meeting or from making nominations for
directors at an annual or special meeting.

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK

This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including statements regarding, among other items, the
Company's future plans and growth strategies and anticipated trends in the
industry in which the Company operates. These forward-looking statements are
based largely on the Company's expectations and are subject to a number of risks
and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of the factors described herein, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this Prospectus will
in fact transpire or prove to be accurate.

13
<PAGE> 17

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the shares
of Common Stock and Warrants offered by the Company hereby are estimated to be
approximately $4,973,000, based on an assumed initial public offering price of
$6.00 per share of Common Stock and $.125 per Warrant (approximately $5,381,000
if the Underwriters' over-allotment option is exercised in full). The Company
expects such net proceeds (assuming no exercise of the Underwriters'
over-allotment option) to be utilized approximately as follows:

<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE PERCENTAGE OF
APPLICATION OF PROCEEDS DOLLAR AMOUNT NET PROCEEDS
------------------------------------------------------- ------------- -------------
<S> <C> <C>
Purchases Of Custom Fuel Trucks(1)..................... $ 2,400,000 48.0
Working Capital & Other Corporate Purposes(2).......... 2,573,000 52.0
Total............................................. $ 4,973,000 100.0%
============= ============
</TABLE>

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

(1) During the next 12 months, the Company plans to acquire approximately 15
custom fuel trucks at a cost of approximately $160,000 each. A portion of
the cost of the trucks will be paid in cash by the Company and the balance
will be financed. The Company is unable to accurately estimate the amount
of cash which will be required to purchase such trucks, because such amount
will be dependent upon the terms and conditions of financing available to
the Company at the time of purchase.
(2) A portion of the net proceeds allocated to working capital and other
corporate purposes may be used for acquisitions. The Company presently has
no agreements or commitments with respect to any acquisitions. Pending the
application of the proceeds from this Offering for other purposes, the
Company may apply a portion of the net proceeds to reduce temporarily the
outstanding amount borrowed under the Company's line of credit. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and Note 4 of Notes to
Financial Statements for a description of the terms of the line of credit.

The foregoing represents the Company's current estimate of its allocation
of the net proceeds of this Offering based upon the current status of its
business operations, its current plans, and current economic and industry
conditions. Future events, as well as changes in economic or competitive
conditions or the Company's business and the results of the Company's sales and
marketing activities may make shifts in the allocation of funds within or
between each of the items referred to above necessary or desirable. While
management of the Company presently intends to limit the application of the
Offering proceeds to the categories set forth above, should a reapportionment or
redirection of funds be determined by management to be in the best interests of
the Company, the actual amount expended to finance any category of expenses may
be increased or decreased.

If the Underwriters exercise the over-allotment option in full, the Company
will realize additional net proceeds of approximately $408,000, which will be
added to the Company's working capital. The Company will not realize any
proceeds from the sale by the Selling Shareholder of up to 75,000 shares of
Common Stock subject to the Underwriters' over-allotment option. See
"Underwriting."

The Company believes that the proceeds of this Offering, together with cash
flow from operations, will be sufficient to satisfy its contemplated cash
requirements for at least 12 months following the consummation of this Offering.
The Company's financial requirements will depend upon, among other things, the
number of additional custom fuel trucks acquired, the growth rate of the
Company's business, the amount of cash flow generated by operations and the
Company's ability to borrow funds or enter into lease or purchase financing
arrangements for the acquisition of new vehicles or for working capital
purposes. Should the Company require additional debt or equity financing to
support its operations, there can be no assurance that such additional financing
will be available to the Company on commercially reasonable terms, or at all.

Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest-bearing
investments.

The Company anticipates that the proceeds, if any, received from any
exercise of the Warrants or the Underwriters' Warrants (including the Warrants
therein) will be utilized for working capital and other corporate purposes.

14
<PAGE> 18

DILUTION

The difference between the initial public offering price per share of
Common Stock and the pro forma net tangible book value per share of Common Stock
after this Offering constitutes the dilution to investors in this Offering. Net
tangible book value per share is determined by dividing the net tangible book
value of the Company (total assets less intangible assets and liabilities) by
the total number of shares of Common Stock outstanding.

At July 31, 1996, the net tangible book value of the Company was $59,565,
or approximately $0.04 per share. After giving effect to the sale by the Company
of the 1,000,000 shares of Common Stock (at an assumed initial offering price of
$6.00 per share) and the Company's use of the estimated net proceeds therefrom
as set forth under "Use of Proceeds," the pro forma net tangible book value of
the Common Stock at July 31, 1996 would have been $5,027,973, or approximately
$2.01 per share. This represents an immediate increase in pro forma net tangible
book value of $1.97 per share to the Company's present shareholders and an
immediate dilution of $3.99 per share to the purchasers of shares of Common
Stock in this Offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price (per share of Common Stock)(1)....... $6.00
Net tangible book value at July 31, 1996........................... 0.04
-----
Increase per share attributable to shares offered hereby........... 1.97
-----
Pro forma net tangible book value per share after Offering......... 2.01
-----
Dilution of net tangible book value per share to purchasers in this
Offering(2)...................................................... 3.99
</TABLE>

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

(1) Represents the anticipated initial public offering price per share of Common
Stock (excluding Warrants) before deduction of underwriting discounts and
commissions and estimated expenses of the Offering.
(2) Assuming no exercise of Warrants or the Underwriters' over-allotment option.
See "Description of Securities" and "Underwriting."

The following table sets forth on a pro forma basis as of July 31, 1996 the
number and percentage of shares of Common Stock issued, and the amount and
percentage of consideration and average price per share paid by existing
shareholders of the Company, and to be paid by purchasers pursuant to this
Offering (based upon an assumed initial public offering price of $6.00 per share
of Common Stock and before deducting underwriting discounts and commissions and
estimated expenses of this Offering):

<TABLE>
<CAPTION>
OWNERSHIP
-------------------- CONSIDERATION
NUMBER OF -------------------- AVERAGE PRICE
SHARES PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ---------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing Shareholders................. 1,500,000 60.0 % $ 253,588 4.0 % $0.17
------- ------
New Shareholders...................... 1,000,000 40.0 % $6,000,000 96.0 % $6.00
------- ---------- -------
Total............................ 2,500,000 100.00 % $6,253,588 100.00 %
======= ========= =======
</TABLE>

The foregoing table gives effect to the sale of the shares of Common Stock
offered hereby and does not give effect to the exercise of the Underwriters'
over-allotment option, any Warrants or the Underwriters' Warrants.

15
<PAGE> 19

CAPITALIZATION

The following table sets forth the capitalization of the Company as of July
31, 1996 and as adjusted giving effect to the sale by the Company of the
1,000,000 shares of Common Stock and 1,000,000 Warrants offered hereby and the
application of estimated net proceeds therefrom as set forth under "Use of
Proceeds." The table has not been adjusted to give effect to the exercise of the
Underwriters' over-allotment option, the exercise of the Warrants, or the
exercise of the Underwriters' Warrants. This table should be read in conjunction
with the Financial Statements, including the notes thereto, appearing elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
JULY 31, 1996
--------------------------
PRO FORMA
ACTUAL AS ADJUSTED
---------- -----------
<S> <C> <C>
Long-term borrowings:
Line of credit borrowings....................................... $2,471,398 $2,471,398
Long-term debt, excluding current portion....................... 1,394,404 1,394,404
Capital lease obligations, excluding current portion............ 168,415 168,415
---------- ----------
4,034,217 4,034,217
---------- ----------
Shareholders' equity:
Preferred Stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding.................................. -- --
Common Stock, $.01 par value, (20,000,000 shares authorized,
1,500,000 shares issued and outstanding; as adjusted,
2,500,000 shares issued and outstanding)(1).................. 15,000 25,000
Additional paid-in capital........................................ 238,588 5,201,996
Unrealized gain on investment..................................... 7,072 7,072
Retained earnings (deficit)....................................... (33,646) (33,646)
---------- ----------
Total shareholders' equity.............................. 227,014 5,200,422
---------- ----------
Total capitalization.................................... $4,261,231 $9,234,639
========== ==========
</TABLE>

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

DIVIDEND POLICY

The Company intends to retain any future earnings for the operation and
expansion of its business and does not anticipate paying any cash dividends in
the foreseeable future. In addition, the payment of cash dividends on the Common
Stock is restricted by financial covenants in the Company's loan agreements. Any
future determination as to the payment of cash dividends will depend upon a
number of factors, including the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Company's Board
of Directors.

16
<PAGE> 20

SELECTED FINANCIAL DATA

The following table presents selected financial data as of and for each of
the fiscal years ended January 31, 1996 which have been derived from the
Company's audited financial statements included elsewhere in this Prospectus.
The selected financial data as of July 31, 1996 and for the six month periods
ended July 31, 1995 and 1996 have been derived from the unaudited financial
statements of the Company which include all adjustments, consisting of only
normal recurring adjustments, which the Company considers necessary for a fair
presentation and results of operations for these periods. The results of
operations for the six months ended July 31, 1996 are not indicative of results
that may be expected for the full year. The information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Financial Statements and the related notes
thereto. The Company has not paid dividends on its Common Stock during any of
the periods presented below.

<TABLE>
<CAPTION>
SIX MONTH PERIODS
YEARS ENDED JANUARY 31, ENDED JULY 31,
------------------------- -------------------------
1995 1996 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue................................. $16,663,371 $23,989,358 $10,776,470 $13,887,855
Cost of sales........................... 15,217,945 21,752,350 9,947,234 12,760,929
Operating expenses...................... 1,328,028 1,750,235 825,491 1,203,353
Income (loss) from operations........... 117,398 486,773 3,745 (76,427)
Interest expense........................ 168,991 343,967 154,062 260,252
Income (loss) before provision for
income taxes......................... (38,089) 176,025 (131,111) (330,292)
Net income (loss)....................... (37,700) 100,009 (85,680) (211,872)
Net income (loss) per share............. (.03) .07 (.06) (.14)
Average number of common shares
outstanding (1)...................... 1,500,000 1,500,000 1,500,000 1,500,000
</TABLE>

<TABLE>
<CAPTION>
JULY 31, 1996
---------------------------
AS
JANUARY 31, ADJUSTED
1996 ACTUAL (2)
----------- ----------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......................... $ 725,419 $ 961,886 $ 5,935,294
Current assets.......................... 3,151,793 3,543,430 8,516,838
Total assets............................ 6,444,186 7,248,964 12,222,372
Current liabilities..................... 2,426,374 2,581,544 2,581,544
Long-term borrowings.................... 3,172,737 4,034,217 4,034,217
Total liabilities....................... 6,005,300 7,021,950 7,021,950
Shareholders' equity.................... 438,886 227,014 5,200,422
</TABLE>

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

(1) The average number of shares used in the calculation of earnings per share
includes all shares outstanding during the periods presented. Such number
does not include (i) the 1,000,000 shares of Common Stock offered by the
Company hereby, (ii) the 1,000,000 shares of Common Stock issuable upon
exercise of the Warrants offered hereby, (iii) up to 75,000 shares of
Common Stock issuable by the Company upon exercise of the Underwriters'
over-allotment option, (iv) the 150,000 shares of Common Stock issuable
upon exercise of the Warrants included in the Underwriters' over-allotment
option, (v) the 230,000 shares of Common Stock issuable upon exercise of
the Underwriters' Warrants (including the Warrants therein), (vi) 1,000,000
shares of Common Stock issuable upon the exercise of stock options to be
granted on the effective date of this Offering, and (vii) 100,000 shares of
Common Stock reserved for issuance upon the exercise of options that may be
granted under the Company's stock option plan, none of which has been
granted to date. See "Management -- Employment Agreement" and "-- Stock
Option Plan" and "Description of Securities."
(2) Adjusted to give effect to (i) the sale of 1,000,000 shares of Common Stock
and 1,000,000 Warrants offered hereby at assumed initial public offering
prices of $6.00 per share and $0.125 per Warrant, respectively, and the
application of the net proceeds therefrom. See "Use of Proceeds". No effect
has been given to the exercise of the (i) Warrants, (ii) Underwriters'
over-allotment option, (iii) Underwriters' Warrants (including the Warrants
therein). See "Underwriting."

17
<PAGE> 21

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of the Company's financial condition as of July 31,
1996 and the Company's results of operations for the years ended January 31,
1995 and 1996 and the six month periods ended July 31, 1995 and 1996 should be
read in conjunction with the Company's financial statements and notes thereto
included elsewhere in this Prospectus. The following discussion contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements.

OVERVIEW

The Company derives all of its revenue from providing mobile fueling
services. Revenue is comprised principally of sales of gasoline and diesel fuel
and related service charges. Cost of sales is comprised principally of the cost
of fuel and transportation costs (primarily payroll). Included in both revenue
and cost of sales is federal and state excise taxes on fuel, which are collected
by the Company from its customers, when required, and remitted to the
appropriate taxing authority.

RESULTS OF OPERATIONS

Year Ended January 31, 1995 compared to Year Ended January 31, 1996

Revenue increased $7,326,000, or 44.0%, for the year ended January 31, 1996
("fiscal 1996") compared to the year ended January 31, 1995 ("fiscal 1995").
Excluding fuel taxes, revenue increased $5,099,000, or 47.7%. The increase in
revenue resulted from a higher volume of fuel sales due to increased services to
existing customers, acquisition of new customers in existing locations and the
introduction of mobile fueling operations into additional metropolitan areas.

Gross profit increased $792,000, or 54.8%, in fiscal 1996 compared to
fiscal 1995, primarily as a result of the increase in revenue. As a percentage
of revenue, gross profit increased from 8.7% in fiscal 1995 to 9.3% in fiscal
1996, primarily as a result of increased route efficiency due to expanded
operations and increased pricing of the Company's fuel and service charges in
the second half of fiscal 1996.

Operating expenses increased $422,000, or 31.8%, in fiscal 1996 compared to
fiscal 1995. As a percentage of revenue, operating expenses decreased from 8.0%
in fiscal 1995 to 7.3% in fiscal 1996. The Company continued to expand its route
system within existing geographic service areas, resulting in more efficient
operations.

Interest expense increased $175,000, or 103.6%, in fiscal 1996 compared to
fiscal 1995 as a result of increased borrowings to fund the Company's expansion
into new markets and to acquire new custom fuel trucks for existing and new
locations.

The Company recorded an income tax benefit of less than $1,000 in fiscal
1995 compared to an income tax provision of $76,000 in fiscal 1996.

The Company had a net loss of $38,000, or $.03 per share, in fiscal 1995
and net income of $100,000, or $.07 per share, in fiscal 1996. The Company's
profitability in fiscal 1996 resulted from the above-mentioned efficiency and
pricing improvements.

Six Months Ended July 31, 1995 Compared to Six Months Ended July 31, 1996

Revenue increased $3,111,000, or 28.9%, in the first six months of fiscal
1997 compared to the same period in fiscal 1996. Excluding fuel taxes, revenue
increased by $3,348,000, or 48.0%. Sales to several large customers which are
exempt from certain fuel taxes resulted in the significantly higher percentage
increase in revenue excluding fuel taxes. The increase in revenue resulted from
a higher volume of fuel sales due to increased services to existing customers,
acquisition of new customers in existing locations and the introduction of
mobile fueling operations into additional metropolitan areas.

18
<PAGE> 22

Gross profit increased $298,000, or 35.9%, in the first six months of
fiscal 1997 compared to the first six moths of fiscal 1996. As a percentage of
revenue, gross profit increased from 7.7% in the first six months of fiscal 1996
to 8.1% in the corresponding period of fiscal 1997. The Company increased the
pricing of its fuel sales and service charges in the second half of fiscal 1996.
However, the Company's gross margin percentage decreased in the six month period
ended July 31, 1996 from the year ended January 31, 1996 due to the addition of
new lower margin services to certain customers.

Operating expenses increased $378,000, or 45.8%, in the first six months of
fiscal 1997 compared to the same period in fiscal 1996. As a percentage of
revenue, operating expenses increased from 7.7% in the first six months of
fiscal 1996 to 8.7% in corresponding period of fiscal 1997. The increase in
operating expenses resulted from the continued expansion of existing locations,
additional expenses incurred at recently opened locations and an overall
increase in insurance expense.

Interest expense increased $106,000, or 68.8%, in the first six months of
fiscal 1997 compared with the corresponding period in fiscal 1996 as a result of
an increase in borrowings to fund the Company's acquisition of new trucks,
primarily for existing locations.

The Company had an income tax benefit of $45,000 in the first six months of
fiscal 1996 and $118,000 in the first six months of fiscal 1997.

The Company had a net loss of $86,000, or $.06 per share, for the first six
months of fiscal 1996 and $212,000, or $.14 per share, for the first six months
of fiscal 1997. Net losses for both periods resulted primarily from additional
operating expenses and interest expense relating to expansion of the Company's
operations.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which
requires adoption by the Company in fiscal 1997. SFAS No. 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used, and for long-lived assets and certain identifiable intangibles to be
disposed of. The adoption of SFAS No. 121 did not have a material effect on the
Company's financial condition or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of $725,000 as of January 31, 1996 and
$962,000 as of July 31, 1996. The Company's primary long-term and working
capital requirements have been to fund capital expenditures for custom fuel
trucks and related equipment and working capital for its inventory requirements
and the financing of customer accounts receivable. The Company's expansion over
the past several years and its negative cash flows from operating activities
have been financed by additional bank borrowings and lease financing. The
Company's cash and unrestricted investments totalled $38,000 as of July 31,
1996. In addition, at July 31, 1996, the Company had $229,000 available under
its revolving line of credit.

The Company has a credit facility with BankAtlantic providing for a $2.7
million revolving line of credit which the Company utilizes to purchase custom
fuel trucks and for working capital. Borrowings are subject to a borrowing base
determined by eligible accounts receivable and bear interest at 1.5% per annum
over the prime rate. The facility is secured by substantially all of the
Company's assets (including accounts receivables). The credit facility contains
covenants that, among other things, include the maintenance of a minimum
tangible net worth of $375,000, restrict mergers, dispositions of assets and
certain business acquisitions. Subsequent to January 31, 1996, the Company was
not in compliance with the tangible net worth covenant of its line of credit
agreement and obtained a waiver from the bank of such covenant through August 1,
1997. See Note 4 of Notes to Financial Statements.

Cash flows provided by (used in) operating activities totalled $234,000 in
fiscal 1995, ($212,000) in fiscal 1996, ($352,000) for the six months ended July
31, 1995 and ($567,000) for the six months ended July 31, 1996. Cash flows from
operating activities have been adversely affected by the Company's net losses as
well as the funding of continually increasing accounts receivable resulting from
the Company's expansion. The

19
<PAGE> 23

Company recently has taken steps to improve its cash flows from operating
activities, including improving accounts receivable collection methods;
increasing the prices of certain of the Company's services; introducing a new
daytime delivery service at an hourly rate; eliminating certain unprofitable
services; and revising certain routes to increase truck utilization.

Cash flows used in investing activities totalled $1,581,000 in fiscal 1995,
$1,174,000 in fiscal 1996, $690,000 for the six months ended July 31, 1995 and
$390,000 for the six months ended July 31, 1996. Cash flows used in investing
activities in all periods principally represents expenditures for the purchase
of custom fuel trucks and related equipment.

Cash flows from financing activities totalled $1,277,000 in fiscal 1995,
$1,318,000 in fiscal 1996, $842,000 for the six months ended July 31, 1995 and
$774,000 for the six months ended July 31, 1996. Cash flows from investing
activities in each period principally represent the increase in net borrowings
under the Company's line of credit and the repayment of obligations for
equipment under capital leases.

The Company believes that the proceeds of this Offering, together with cash
flow from operations, will be sufficient to satisfy its contemplated cash
requirements for at least 12 months following the consummation of this Offering.
The Company's financial requirements will depend upon, among other things, the
number of additional custom fuel trucks acquired, the growth rate of the
Company's business, the amount of cash flow generated by operations and the
Company's ability to borrow funds or enter into lease or purchase financing
arrangements for the acquisition of new trucks or for working capital purposes.
Should the Company require additional debt or equity financing to support its
operations, there can be no assurance that such additional financing will be
available to the Company on commercially reasonable terms, or at all.

NEW ACCOUNTING PRONOUNCEMENTS

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation,"
was issued. SFAS No. 123 establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure. The
Company intends to account for stock option grants in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and, accordingly, will not recognize compensation expense for stock option
grants made at an exercise price equal to or in excess of the fair market value
at the date of grant. Changes in the accounting for stock-based compensation are
optional and the Company intends to adopt only the disclosure requirements of
SFAS No. 123 as of January 31, 1997.

20
<PAGE> 24

BUSINESS

The Company provides mobile fueling services, primarily to customers which
operate large fleets of vehicles (such as national courier services, major
trucking lines, hauling and delivery services, utilities and governmental
agencies). Company-owned custom fuel trucks deliver fuel on a regularly
scheduled or as needed basis directly to vehicles at customers' locations,
assuring the Company's customers a dependable supply of fuel at competitive
rates. The Company utilizes its proprietary electronic fuel management system to
measure, record and track fuel dispensed to each vehicle fueled at a customer
location. This allows the Company to verify the amount of fuel delivered and
provides its customers with customized fleet fuel data for management analysis
and tax reporting. The Company believes that mobile fueling provides several
economic and other advantages to its customers, including eliminating the costs
and potential environmental liabilities associated with equipping and
maintaining fuel storage and dispensing facilities, reducing labor and
administrative costs associated with fueling vehicles and providing centralized
control over fuel inventories and usage. The Company also believes that federal
and state environmental regulations have created a "window of opportunity" for
the Company to convert fleet operators that currently utilize underground
storage tanks to mobile fueling customers. See "-- The Mobile Fueling Industry."

Founded by Stanley H. Streicher, the Company's President and Chief
Executive Officer, the Company's predecessor commenced its mobile fueling
operations in 1983. The Company presently has operations in six locations
throughout Florida and in Los Angeles and San Diego, California, Atlanta and
Columbus, Georgia, Chattanooga and Kingsport, Tennessee and Dallas/Fort Worth,
Texas. At July 31, 1996, the Company operated a fleet of 49 custom fuel trucks
and was servicing approximately 200 customers at more than 500 locations
nightly, delivering fuel at a rate of over 2,000,000 gallons per month.

THE MOBILE FUELING INDUSTRY

Traditionally, business and other entities that operate large fleets of
vehicles have met their fueling requirements by either maintaining their own
supply of fuel in on-site storage tanks or fueling vehicles with credit card
purchases or other credit arrangements at local retail gas stations. On-site
storage tanks and fueling facilities can be expensive to construct and maintain
and expose the property owner and operator to potential liability associated
with fuel leaks or spills. In addition, increasingly stringent federal and state
environmental regulation of underground storage tanks will require businesses
that maintain their own fuel supplies to spend significant amounts to remove or
retrofit underground storage tanks to meet regulatory standards. For example,
federal regulations designed to protect the nation's soil and groundwater from
contamination by leaking underground petroleum storage tanks currently require
that all new storage tanks and, by December 1998, all existing storage tanks
comply with certain construction standards and contain leak detection systems.
Some states, including Florida, have promulgated their own detailed criteria for
new underground storage tanks and the retrofitting of older underground storage
tanks, and in some instances such criteria are more stringent than the federal
regulations. The Company believes that many fleet operators currently utilizing
underground storage tanks will choose to meet their fueling requirements by
other means, including mobile fueling, instead of investing in upgrading
existing facilities.

Fueling fleet vehicles at retail gas stations is an inefficient use of
employee time, creates a significant amount of unnecessary paperwork and exposes
the fleet operator to an increased risk of employee fraud. In addition, while
large users often are able to negotiate favorable fuel pricing from retail gas
stations, the labor time expended by having employees fuel their own vehicles as
well as the costs associated with management and administration of fuel
purchases can exceed the benefits associated with price discounts.

21
<PAGE> 25

Mobile fueling services, such as those provided by the Company, offer
several benefits over traditional fueling methods:

- Reduced Operating Costs and Increased Labor Productivity. Mobile fueling
enables businesses to reduce operating costs by eliminating the need for
company employees to fuel vehicles either on-site or at local retail gas
stations. Overnight fueling prepares fleet vehicles for operation at the
beginning of each work day and increases labor productivity by allowing
employees to use their vehicles during time that would otherwise be spent
fueling. Mobile fueling also reduces the administrative burden required
to oversee and administer fuel purchases and inventories.

- Provides Centralized Inventory Control and Management. The Company's
fuel management system provides customers with weekly reports detailing,
among other things, the location, description and daily and weekly fuel
consumption of each vehicle fueled by the Company. This eliminates
customers' need to invest working capital to maintain adequate fuel
supplies, and allows customers to centralize their fuel inventory
controls and track and analyze vehicle movement and fuel consumption for
management and tax reporting purposes.

- Provides Tax Reporting Benefits. The Company's fuel management system's
ability to track fuel consumption to specific vehicles and fuel tanks
provides tax benefits to customers who consume fuel in uses that are
tax-exempt, such as for off-road vehicles, government-owned vehicles and
fuel used to run refrigerator units on vehicles. For such uses, the
customers receive reports which provide them with the ability to declare
such uses as tax exempt.

- Eliminates Expenses and Liabilities of On-site Storage. Fleet operators
who previously satisfied their fuel requirements using on-site storage
tanks can eliminate the capital expenditures and operating costs required
to equip and maintain fuel storage and dispensing facilities and
inventory and to comply with increasingly stringent environmental
regulations. In addition, by removing on-site storage tanks and relying
on mobile fueling, customers avoid potential liabilities associated with
the handling and storage of fuel.

- Prevents Fuel Theft. Fleet operators that rely on employees to fuel
vehicles, whether at on-site facilities or at retail gas stations, often
experience shrinkage of fuel inventories or excess fuel purchases due to
employee fraud. The Company's fuel management system reduces the risk of
employee theft by dispensing fuel only to authorized vehicles. Utilizing
an independent contractor such as the Company for fueling services rather
than allowing employees to purchase fuel at local retail stations also
eliminates employee fraud due to credit card abuse.

- Emergency Fuel Supplies. Emergency preparedness, including fuel
availability, is critical to the operation of utilities, delivery
services and other fleet operators. The Company provides access to
emergency fuel supplies to allow customers to respond more effectively to
severe local weather conditions or other emergency situations.

- Comparable Pricing. The Company generally prices its fueling services at
rates comparable to the market price of gasoline and diesel fuel. This
has proven to be an effective inducement to cause customers to convert to
mobile fueling services from on-site and credit card based fueling
methods.

GROWTH STRATEGY

The Company intends to grow by consolidating its position in its existing
markets and expanding into additional geographic markets. The long-term
objective of the Company is to become a major national supplier of gasoline and
diesel fuel for vehicle fleets. The Company intends to implement its strategy
through (i) internal market development by which it builds route densities to
become the lowest cost operator and (ii) seeking strategic acquisition
opportunities to enter new market areas or increase its customer base in an
existing market.

Internal Market Development. The Company typically has entered new markets
only after securing contracts to service large fleets in or near major
metropolitan areas, typically through existing customer

22
<PAGE> 26

relationships. After establishing operations in a new market area, the Company
attempts to increase its customer base and achieve economies of scale by
providing fueling services to small and medium-sized local and regional
companies.

Strategic Acquisitions. The Company believes that opportunities exist for
the Company to enter new geographic markets through the acquisition of smaller
local or regional fuel distributors. The Company also intends to seek
acquisition opportunities in existing market areas to increase the Company's
customer base and complement its existing operations. Such acquisitions would
likely involve the purchase of mobile fueling equipment and customer lists and
require little additional administrative expense to operate. The Company
believes that it can introduce operating efficiencies into existing business by
integrating their operations with its own and that it can increase the sales
potential of acquired operations by providing their existing and potential
customers the additional benefits associated with the deployment of the
Company's fuel management system.

MARKETING AND CUSTOMERS

The Company markets its services primarily to customers which operate large
fleets of vehicles in connection with their business (such as national courier
corporations, major trucking lines, hauling and delivery services, utilities and
governmental agencies). The Company also seeks to obtain the business of smaller
fleet operators which are in physical proximity to its larger customers. Once
engaged to provide fueling services, the Company is usually the exclusive
service for the fueling of a customer's entire fleet or a particular yard of
vehicles. For potential customers with larger fleets, the Company generally
obtains approval from regional corporate offices to supply fuel within a newly
designated area. Whereas large fleet operators offer immediate market
penetration on a regional basis, small fleet operators are equally important
accounts because they provide geographic density which optimizes fuel delivery
efficiency and reduces cost.

The Company's sales representatives focus their marketing efforts on fleet
operators within the Company's established service areas. The Company's sales
representatives identify and directly contact candidates for the Company's
services. Many of the Company's sales presentations, particularly to major fleet
operators, are conducted by Stanley H. Streicher, the Company's President.
Direct marketing, including telephone solicitation, has played a primary role in
the Company's development of new business. Another important marketing source
has been referrals from existing customers.

The Company distributes gas and diesel fuel to over 200 customers. Florida
Power & Light Company ("FP&L") accounted for more than 10% of the Company's
revenue in the years ended January 31, 1995 and 1996; and in the six months
ended July 31, 1996, FP&L and the United States Postal Service each accounted
for more than 10% of the Company's revenues. Although the Company has contracts
to provide mobile fueling services to several of its larger customers, generally
the Company does not obtain written agreements with its customers. See "Risk
Factors -- Absence of Written Agreements."

23
<PAGE> 27

The following table identifies certain of the Company's customers, along
with the number of customer locations serviced and the states in which the
Company provides mobile fueling services.

<TABLE>
<CAPTION>
CUSTOMER NAME NUMBER OF LOCATIONS STATES
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
ABF Freight 13 California, Florida,
Tennessee & Texas
AT&T 1 California
Coca Cola 13 California and Florida
Consolidated Freight 4 Florida
Conway Southern Express 6 Florida
Emery Freight 5 Florida and Tennessee
Federal Express 22 Florida
Florida Power Corp. 2 Florida
Florida Power & Light Co. 108 Florida
Frito-Lay, Inc. 8 Florida
Old Dominion Freight 3 California and Florida
Overnite Transportation 3 Florida
Roadway Express 6 California and Florida
SouthEastern Freight 4 Florida and Texas
Southern Bell 3 Florida
USF Holland 7 Florida, Georgia and Texas
U.S. Postal Service 163 Florida
</TABLE>

OPERATIONS

The Company currently operates from 13 locations in California, Florida,
Georgia, Tennessee and Texas. The Company delivers fuel utilizing its own fleet
of 49 custom fuel trucks, each of which is equipped with the Company's
proprietary electronic fuel tracking and reporting system. The Company's
vehicles have fuel capacities ranging from 2,800 to 4,200 gallons. Each vehicle
services generally between five and 15 customer locations per day or night,
depending on size of the customers, market density and the individual customers'
fuel requirements. Generally, the custom fuel trucks acquire fuel inventory
daily at local port facilities or large wholesale gas distributor locations and
are assigned to a specified delivery route. The Company conducts all dispatch
and billing functions from corporate headquarters. Route drivers and service
personnel operate from all the Company's offices.

The Company's fuel management system derives its data from the Fuel
Tracking Controller (the "FTC Computer"), which is a computer installed on a
customized fuel truck. The FTC Computer can be programmed to control a variety
of truck configurations; single, dual, or triple storage container trucks; and
any number of pumps and hoses attached to the fuel truck. The FTC Computer
details fueling from the Company's trucks to each vehicle in the customer's
vehicle fleet to a measurement of 1/100 of a gallon by reading the
state-calibrated meter installed on the fuel trucks. To accomplish this
measurement, the FTC Computer interfaces with hand-held devices operated by the
Company's driver or operator.

To permit the Company's customers to track their use of fuel, each fleet
vehicle or piece of equipment fueled by the Company is electronically identified
from a list of the customer's asset number previously registered in the
Company's computer. For security and tracking purposes, the FTC Computer will
not permit fuel to be dispensed from the Company's truck unless both the fleet
yard and the individual vehicle to be fueled electronically correspond to the
FTC Computer registration. A hand-held radio connected to a scanning device
links the operator or driver of the fuel truck with the FTC Computer. Only after
verification of both the yard and the truck or piece of equipment will the FTC
Computer allow operation of the fuel pump on the fuel truck to dispense fuel.

All fuel dispensing from a fuel truck is recorded by the FTC Computer and
stored in a tamper free solid state memory cartridge ("SSC") for downloading at
an operations control center where the data is assimilated

24
<PAGE> 28

into reports and invoices for the customer. The FTC Computer will not allow fuel
to be dispensed unless this removable SSC cartridge is inserted into the FTC
Computer. The SSC has no moving parts and is not susceptible to damage or data
loss under normal conditions. The SSC also is protected by a dual battery back-
up system. The Company also maintains a backup computer system in the event of
failure of the primary system.

The Company also has adapted its FTC Computer for use with fixed site
tanks. Upon conversion of a customer tank, the Company services and manages fuel
delivery to the tank and provides the customer with reports detailing fuel
dispensed by the customer from the tank into each fleet vehicle.

FUEL SUPPLY

Gas and diesel fuel are commodities which are processed and sold by various
sources. The Company purchases fuel from several suppliers at spot market prices
and often qualifies for volume discounts. The Company is currently purchasing
fuel from major suppliers. The Company monitors fuel prices and price trends in
each of its markets on a daily basis and seeks to purchase at the lowest
available prices with the best terms satisfactory to the Company.

CUSTOM FUEL TRUCK PURCHASES

The Company presently orders and purchases custom fuel trucks from two
manufacturers of trucks suitable for the Company's operations. These companies
provide their customers with the option of purchasing standard equipment fuel
trucks or custom designing a fuel truck to particular specifications.

The typical configuration of the Company's custom fuel trucks is a Ford
C-8000 with a 4400 gallon multi-compartment aluminum tank, a vapor recovery
system and the Company's proprietary FTC Computer, which records and regulates
fuel flow from the storage compartments.

For maintenance of the fuel trucks, the Company relies upon equipment
warranties, fixed fee service contracts and on-site repairs. To date, the
Company has not experienced significant down-time on any of its customized fuel
trucks.

COMPETITION

EMPLOYEES

At July 31, 1996, the Company had 139 full-time employees, of whom 20 were
involved in executive, managerial, supervisory and sales capacities, 98 were
route drivers and 21 serve in various clerical and other capacities. None of the
Company's employees is covered by a collective bargaining agreement or is a
member of a union. The Company considers its relationship with its employees to
be good.

PROPERTIES

The Company's corporate headquarters are located in a 10,000 square foot
facility in Fort Lauderdale, Florida. This facility accommodates the Company's
corporate, administrative, marketing and sales personnel, as well as truck yard
space and warehouse space. The lease expires July 31, 2014, and the fixed annual
rent is $51,000. The Company also leases service and supply depots at the
following locations: California (San Diego and Gardenia); Florida (Ft. Myers,
Tampa, Melbourne, Orlando and Jacksonville); Georgia (Atlanta and

25
<PAGE> 29

Columbus); Tennessee (Kingsport and Chattanooga); and Texas (Dallas/Fort Worth).
Certain of the Company's facilities are leased from Stanley H. Streicher, the
Company's President and Chief Executive Officer. See "Certain Transactions." The
Company believes that its existing facilities are adequate for its current needs
and that additional facilities in its existing service areas are available to
meet future needs.

GOVERNMENTAL REGULATION

LEGAL PROCEEDINGS

The Company has no material legal proceedings pending. From time to time,
the Company may become a party to litigation incidental to its business. There
can be no assurance that any future legal proceedings will not have a material
adverse effect on the Company's business, reputation, financial condition or
results of operations.

26
<PAGE> 30

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages, addresses and positions
with the Company as of the date of this Prospectus of all of the officers and
directors of the Company. Also set forth below is information as to the
principal occupation and background for each person in the table.

<TABLE>
<CAPTION>
NAME AND ADDRESS AGE POSITION AND OFFICE
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Stanley H. Streicher.......... 53 President, Chief Executive Officer, Director and
Founder
Timothy Koshollek............. 32 Vice President of Marketing and Operations
Kenneth C. Day................ 66 Controller, Chief Financial Officer
</TABLE>

Mr. Streicher has served as President and Chief Executive Officer of the
Company since its inception. Mr. Streicher has also served as the President and
Chief Executive Officer of Enterprises, the Company's predecessor, since its
inception in 1983. During the period 1979 to 1983, Mr. Streicher operated a
mobile fueling business which became the Company's predecessor. From 1972 to
1979, Mr. Streicher served as supervisor of receiving of AT&T's Montgomery
Material Management Center, where he designed systems to expedite material and
equipment handling. From 1965 to 1972, Mr. Streicher served to the rank of
Captain in the United States Military in various leadership capacities,
including the command of an aviation division together with the responsibility
for scheduling aircraft and their refueling.

Mr. Koshollek has served as the Vice President of Marketing and Operations
of Enterprises since 1994. From 1991 to 1994, Mr. Koshollek was responsible for
sales and management of a wholesale seafood company. From 1989 to 1991, he was
the operations manager of Enterprises responsible for its Southeast division
fuel delivery operations.

Mr. Day has served as the Controller and the Company's Chief Financial
Officer of the Company since May 1994. From 1987 to 1994 he was Controller and
Treasurer of Century Elevator Company, a manufacturer of elevators. From 1983 to
1986 he was the Controller of Ski Rixen International, Inc., a distributor of
waterskiing accessories. From 1978 to 1982, he served as a finance officer at
Sikes Tile Distributors, Inc., a distributor of tiles in South Florida. From
1972 to 1978, he was Controller at Fremont Company, a national distributor of
food products.

The Company has agreed with the Representative that, within 30 days after
the completion of this Offering, the Company will increase to five the number of
individuals serving on the Company's Board of Directors, at least two of whom
will be independent directors. The Company has also agreed that, for a period of
five years following the completion of this Offering, it will use its best
efforts to cause the election to its Board of Directors, one designee of the
Representative, provided that such designee is reasonably acceptable to and
approved by the Company. Alternatively, the Representative may appoint an
observer to attend all meetings of the Board of Directors during such period. As
of this date, no person has been identified by the Representative for election
as a director or for appointment as an observer.

The Company's directors will be reimbursed for any out-of-pocket expenses
incurred by them for attendance at meetings of the Board of Directors or
committees thereof. The Board of Directors intends to establish and form a
Compensation Committee and Audit Committee upon the completion of this Offering.
The Board of Directors also intends to compensate non-employee Directors $1,000
per meeting of the Board attended by such Director.

27
<PAGE> 31

EXECUTIVE COMPENSATION

The following table sets forth compensation paid to the Company's Chief
Executive Officer during the fiscal years ended January 31, 1996, 1995 and 1994.
No other executive officer's salary and bonus equaled or exceeded $100,000 for
services rendered to the Company during such years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION(1) COMPENSATION
--------------------------------- ------------
FISCAL YEAR ALL OTHER
NAME AND PRINCIPAL POSITION ENDED 1/31 SALARY BONUS COMPENSATION
- ------------------------------------------------------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Stanley H. Streicher............................. 1996 $150,113 -- --
President & Chief 1995 150,021 -- --
Executive Officer 1994 110,000 -- --
</TABLE>

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

(1) The Company provides certain perquisites and personal benefits to the
President and Chief Executive Officer, the aggregate amount of which does
not exceed $50,000 or 10% of such officer's total annual salary and bonus.

EMPLOYMENT AGREEMENT

The Company intends to enter into an employment agreement with Stanley H.
Streicher effective upon completion of this Offering, pursuant to which Mr.
Streicher will serve as President and Chief Executive Officer of the Company.
The term of the agreement is five years. The term of agreement will
automatically renew for two successive two-year terms, unless notice of
termination is given prior to a renewal period. The agreement provides that Mr.
Streicher shall receive an initial annual base salary of $275,000 which shall be
increased to reflect the change of the cost of living, based upon the change,
from the preceding January 1, in the consumer price index for All Urban
Consumers, as published by the U.S. Bureau of Labor Statistics. In addition to
salary, Mr. Streicher will be eligible to participate in a bonus pool which will
provide him additional compensation of up to 10% of the Company's pre-tax
earnings.

The agreement provides that if Mr. Streicher's employment is terminated as
a result of his death or disability, he or his estate will receive for a period
of six months his base salary in effect as of the date of termination and a
prorated amount of any bonuses. The agreement also provides that in the event
Mr. Streicher's employment is terminated "without cause" or for "good reason,"
Mr. Streicher will receive, in addition to any salary, bonus and other
compensation accrued through the date of termination, a lump sum equal to the
greater of the full amount of salary, bonuses and other compensation due under
the agreement for the remainder of the term and three times the then-existing
salary and most recent annual bonus. The agreement further provides that Mr.
Streicher will not compete with the Company (i) while employed by the Company,
and (ii) for a period of two years following termination of employment. In the
event that his employment is terminated without cause, as a result of his death
or disability, or upon a change of control (as defined in the employment
agreement), all options to purchase Common Stock held by Mr. Streicher shall
become immediately exercisable.

The agreement further provides Mr. Streicher with stock options that will
enable him to acquire up to an aggregate of 1,000,000 shares of Common Stock at
the initial offering price of the Company following the closing of this
Offering. The exercise of the stock options is contingent upon the Company
achieving either a specified earnings per share level or a specified stock price
level (the "performance threshold"), for the corresponding fiscal year-end.
Commencing with fiscal year-ended January 31, 1997 and at each of the five
fiscal year ends thereafter, provided the performance threshold is met, 200,000
of such options will become exercisable at an exercise price equal to the
initial public offering price. Regardless of the Company's performance, all of
the stock options granted to Mr. Streicher shall vest and become exercisable ten
years from the date of the grant.

28
<PAGE> 32

STOCK OPTION PLAN

The Company has adopted a Stock Option Plan (the "Plan"), under which
100,000 shares of Common Stock are reserved for issuance upon exercise of
options. The Plan is designed to serve as an incentive for retaining qualified
and competent employees. The Company's Board of Directors, or a committee
thereof (the "Committee"), administers and interprets the Plan and is authorized
to grant options thereunder to all eligible employees of the Company, including
officers and directors (whether or not employees) of the Company and
Consultants.

The Plan provides for the granting of both "incentive stock options" (as
defined in Section 422A of the Internal Revenue Code) and nonqualified stock
options. Options are granted under the Plan on such terms and at such prices as
determined by the Committee, except that the per share exercise price of
incentive stock options cannot be less than the fair market value of the Common
Stock on the date of grant and the per share exercise price of nonqualified
stock options will not be less than 85% of the fair market value on the date of
grant. Each option is exercisable after the period or periods specified in the
option agreement, but no option can be exercised until six months after the date
of grant or after the expiration of 10 years from the date of grant. Options
granted under the Plan are not transferable other than by will or by the laws of
descent and distribution. The Plan also authorizes the Company to make loans to
optionees to enable them to exercise their options and to allow them to use
Common Stock to pay for the exercise of their options. Such loans must (i)
provide for recourse to the optionee, (ii) bear interest at a rate no less than
the rate of interest payable by the Company to its principal lender at the time
the loan is made, and (iii) be secured by the shares of Common Stock purchased.
To date, no options have been granted under the Plan.

29
<PAGE> 33

PRINCIPAL AND SELLING SHAREHOLDER

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock immediately prior to this
Offering, and as adjusted to reflect the sale of the shares of Common Stock
offered by the Company by (i) each person known by the Company to beneficially
own more than five percent of the Common Stock, (ii) each director and the
Company's Chief Executive Officer and (iii) all directors and executive officers
of the Company as a group. Except as otherwise indicated, the address of each
beneficial owner of five percent of such Common Stock is the same as the
Company. See "Management."

<TABLE>
<CAPTION>
COMMON STOCK
COMMON STOCK BENEFICIALLY OWNED BENEFICIALLY
PRIOR TO THE OFFERING OWNED AFTER THE
-------------------------------- OFFERING
SHARES ----------------------
NUMBER OF BEING NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT OFFERED SHARES PERCENT(1)
- -------------------------------------- --------- -------- ------- --------- ----------
<S> <C> <C> <C> <C> <C>
Stanley H. Streicher.................. 1,500,000(3) 100% --(2) 1,500,000 60.0%
All directors and executive officers
as a group (3 persons).............. 1,500,000(3) 100% --(2) 1,500,000 60.0%
</TABLE>

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

(1) Assumes the Underwriters' over-allotment option is not exercised.
(2) Does not reflect the possible sale by Mr. Streicher of up to 75,000 shares
of Common Stock pursuant to the Underwriters' over-allotment option. See
"Underwriting."
(3) Of such shares, (i) 1,426,500 are owned by Enterprises, of which Stanley H.
Streicher owns 100% of the outstanding capital stock and (ii) 73,500 shares
are subject to a voting trust agreement pursuant to which Mr. Streicher has
been granted a proxy to vote such shares.

CERTAIN TRANSACTIONS

The Company leases its Fort Lauderdale, Florida headquarters from Stanley
H. Streicher pursuant to a lease expiring on July 31, 2014 for $4,000 per month.
Rent expense on this facility totaled $42,000 and $51,000 for the fiscal years
ended January 31, 1995 and 1996, respectively. The Company also leases its
Jacksonville, Florida facilities from Mr. Streicher pursuant to a lease expiring
on August 31, 2015 for $1,000 per month. Rent expense for this facility totaled
$5,000 for the year ended January 31, 1995 and $13,000 for the year ended
January 31, 1996. See Note 7 of Notes to Financial Statements.

Mr. Streicher has personally guaranteed the Company's $2.0 million bank
line of credit and has received no compensation for such guaranty. To the extent
that the Company applies a portion of the net proceeds of this Offering to
reduce the Company's bank debt, Mr. Streicher will be relieved of his personal
guaranty of such indebtedness. See "Use of Proceeds." Pursuant to the employment
agreement to be entered into by the Company and Mr. Streicher upon completion of
this Offering, the Company will use its best efforts to remove and cause to be
terminated all guarantees provided by Mr. Streicher. If the Company is unable to
do so prior to July 31, 1997, the Company will compensate Mr. Streicher for
providing such guarantees. See "Management -- Employment Agreements."

Prior to the closing of this Offering, the Company's business has been
conducted through Enterprises. Immediately prior to the closing of this
Offering, Enterprises will complete a corporate reorganization, which will
result in the Company succeeding to all of Enterprises' mobile fueling assets,
liabilities and operations. In exchange therefore, Enterprises will receive 100%
of the Common Stock of the Company.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, $0.01 par value, and 1,000,000 shares of Preferred Stock, $0.01
par value. As of the date of this Prospectus, 1,500,000 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were outstanding.

30
<PAGE> 34

COMMON STOCK

Holders of Common Stock are entitled to one vote per share. The holders of
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors out of legally available funds. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets of the Company which are
legally available for distribution, after payment of or provisions for all debts
and liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock. Holders of Common Stock have no preemptive, subscription, or
redemption rights. The shares of Common Stock offered hereby will be, when and
if issued, fully paid and nonassessable.

PREFERRED STOCK

The Company is authorized to issue Preferred Stock with such designations,
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the value or market price of
the Common Stock and voting power or other rights of the holders of Common
Stock. In the event of issuance, the Preferred Stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company. See "-- Certain Effects of Authorized but
Unissued Stock."

WARRANTS

Each Warrant entitles the holder thereof to purchase one share of Common
Stock at a price of $9.00 per share (assuming an initial offering price of $6.00
per share) for a period of four years commencing on the first anniversary of the
effective date of this Offering (the "First Exercise Date"). Each Warrant is
redeemable by the Company at a redemption price of $0.01 per Warrant, at any
time after the First Exercise Date, upon thirty days' prior written notice to
the holders thereof, if the average closing bid price of the Common Stock, as
reported on the principal exchange on which the Common Stock is traded, equals
or exceeds $10.50 per share for twenty consecutive trading days ending three
days prior to the date of the notice of redemption. Pursuant to applicable
federal and state securities laws, in the event a current prospectus is not
available, the Warrants may not be exercised by the holders thereof and the
Company will be precluded from redeeming the Warrants. There can be no assurance
that the Company will not be prevented by financial or other considerations from
maintaining a current prospectus. Any Warrant holder who does not exercise prior
to the redemption date, as set forth in the Company's notice of redemption, will
forfeit the right to purchase the Common Stock underlying the Warrants, and
after the redemption date or upon conclusion of the exercise period any
outstanding Warrants will become void and be of no further force or effect,
unless extended by the Board of Directors of the Company. See "Underwriting" for
the terms of the Warrants issuable pursuant to the Underwriters' Warrants.

The number of shares of Common Stock that may be purchased is subject to
adjustment upon the occurrence of certain events including a dividend
distribution to the Company's shareholders, or a subdivision, combination or
reclassification of the outstanding shares of Common Stock. Further, the Warrant
exercise price is subject to adjustment in the event the Company issues
additional stock or rights to acquire stock at a price per share than is less
than the current market price per share of Common Stock on the record date
established for the issuance of additional stock or rights to acquire stock. The
term "current market price" is defined as the average of the daily closing
prices for the twenty consecutive trading days ending three days prior to the
record date. However, the Warrant exercise price will not be adjusted in the
case of the issuance or exercise of options pursuant to the Company's stock
option plans, the issuance or exercise of the Underwriters' Warrants (or the
Warrants included therein) or any other options or warrants outstanding as of
the date of this Offering. The Warrant exercise price is also subject to
adjustment in the event of a consolidation or merger where a distribution by the
Company is made to its stockholders of the Company's assets or evidences of
indebtedness (other than cash or stock dividends) or pursuant to certain
subscription rights or other rights to acquire Common Stock.

31
<PAGE> 35

The Company may at any time, and from time to time, extend the exercise
period of the Warrants, provided that written notice of such extension is given
to the Warrant holders prior to the expiration of the date then in effect. Also,
the Company may reduce the exercise price of the Warrants for limited periods or
through the end of the exercise period if deemed appropriate by the Board of
Directors. Any extension of the term and/or reduction of the exercise price of
the Warrants will be subject to compliance with Rule 13e-4 under the Exchange
Act including the filing of a Schedule 13E-4. Notice of any extension of the
exercise period and/or reduction of the exercise price will be given to the
Warrant holders. The Company does not presently contemplate any extension of the
exercise period nor does it contemplate any reduction in the exercise price of
the Warrants. The Warrants are also subject to price adjustment upon the
occurrence of certain events including subdivisions or combinations of the
Common Stock.

The Warrants will be issued pursuant to the terms and conditions of a
Warrant Agreement between the Company and American Stock Transfer & Trust
Company.

ANTI-TAKEOVER PROVISIONS OF FLORIDA LAW

Florida has enacted legislation that may deter or frustrate takeovers of
Florida corporations. The "Control Share Acquisitions" section of the Florida
Business Corporation Act ("FBCA") generally provides that shares acquired in
excess of certain specified thresholds, beginning at 20% of a corporation's
outstanding voting shares, will not possess any voting rights unless such voting
rights are approved by a majority vote of a corporation's disinterested
shareholders. The "Affiliated Transactions" section of the FBCA generally
requires majority approval by disinterested directors or supermajority approval
of disinterested shareholders of certain specified transactions (such as a
merger, consolidation, sale of assets, issuance of transfer of shares or
reclassifications of securities) between a corporation and a holder of more than
10% of the outstanding shares of the corporation, or any affiliate of such
shareholder.

The directors of the Company are subject to the "general standards for
directors" provisions set forth in the FBCA. These provisions provide that in
discharging his or her duties and determining what is in the best interests of
the Company, a director may consider such factors as the director deems
relevant, including the long-term prospects and interests of the Company and its
shareholders and the social, economic, legal or other effects of any proposed
action on the employees, suppliers or customers of the Company, the community in
which the Company operates and the economy in general. Consequently, in
connection with any proposed action, the Board of Directors is empowered to
consider interests of other constituencies in addition to the Company's
shareholders, and directors who take into account these other factors may make
decisions which are less beneficial to some, or a majority, of the shareholders
than if the law did not permit consideration of such other factors.

ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

The authorized but unissued shares of Common Stock and Preferred Stock are
available for future issuance without shareholder approval. These additional
shares may be utilized for a variety of corporate

32
<PAGE> 36

purposes, including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans.

The existence of authorized but unissued and unreserved Common Stock and
Preferred Stock may enable the Board of Directors to issue shares to persons
friendly to current management which could render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger, or otherwise, and thereby protect the continuity of the Company's
management.

LIMITED LIABILITY AND INDEMNIFICATION

Under the FBCA, a director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision, or
failure to act unless (i) the director breached or failed to perform his duties
as a director and (ii) a director's breach of, or failure to perform, those
duties constitutes (1) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful, (2) a transaction from which the director
derived an improper personal benefit, either directly or indirectly, (3) a
circumstance under which an unlawful distribution is made, (4) in a proceeding
by or in the right of the corporation or procure a judgment in its favor or by
or in the right of a shareholder, conscious disregard for the best interest of
the corporation or willful misconduct, or (5) in a proceeding by or in the right
of someone other than the corporation or a shareholder, recklessness or an act
or omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property. A corporation may purchase and maintain insurance on behalf of any
director or officer against any liability asserted against him and incurred by
him in his capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the FBCA.

The Articles and Bylaws of the Company provide that the Company shall, to
the fullest extent permitted by applicable law, as amended from time to time,
indemnify all directors of the Company, as well as any officers or employees of
the Company to whom the Company has agreed to grant indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Securities is American Stock
Transfer and Trust Company.

SHARES AVAILABLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
2,500,000 shares of Common Stock. Of these shares, the 1,000,000 shares of
Common Stock offered hereby will be freely tradeable by persons other than
"affiliates" of the Company without restriction or further registration under
the Securities Act.

Persons who are deemed affiliates of the Company are generally entitled
under Rule 144 as currently in effect to sell within any three-month period a
number of shares that does not exceed 1% of the number of shares of the Common
Stock then outstanding or the average weekly trading volume of Common Stock
during the four calendar weeks preceding the making of a filing with the
Securities and Exchange Commission (the "Commission") with respect to such sale.
Such sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about the Company. The Company is unable to estimate accurately the number of
shares of Common Stock that ultimately will be sold under Rule 144 because the
number of shares will depend in part on the market price for the Common Stock,
the personal circumstances of the sellers and other factors. In addition to the
restrictions under Rule 144, Stanley H. Streicher the Company's President has
agreed, subject to certain limitations, not to sell any of the 1,426,500 shares
of Common Stock, presently owned by him, or securities convertible into or

33
<PAGE> 37

exchangeable for Common Stock, for a period of 60 months after the date of this
Prospectus without the prior consent of the Representative. See "Underwriting."
Additionally, the owner of 73,500 shares has agreed, subject to certain
limitations, not to sell any shares of Common Stock, or securities convertible
into or exchangeable for Common Stock under the same terms and conditions as Mr.
Streicher unless otherwise agreed to by the Representative.

In addition to the restrictions under Rule 144, the 1,426,500 shares of
Common Stock owned by Mr. Streicher upon completion of the Offering will be
subject to a lock-up period of 60 months, subject to earlier release if
consented to by the Representative or upon the Company's achievement of certain
performance goals. Of the shares subject to the lock-up (i) 75,000 shares shall
be released from the lock-up restrictions in the event such shares are not sold
pursuant to the over-allotment option and (ii) thereafter 40,000 shares shall be
released from the lock-up restrictions on each of the second, third and fourth
anniversary dates of the closing of the offering. Regardless of the Company's
performance, any shares held by Mr. Streicher remaining subject to lock-up shall
be released on July 31, 2001. The 73,500 shares owned by another shareholder
upon completion of the Offering will be subject to a lock-up period under the
same terms and conditions as Mr. Streicher unless otherwise agreed to by the
Representative. See "Shares Available for Future Sale."

Beginning with the fiscal year ended January 31, 1999, if the Company
achieves earnings per share of $.43, $.52, $.62 and $.74 for the fiscal years
ended January 31, 1999, 2000, 2001 and 2002, respectively, (or cumulative
earnings per share after Fiscal 1996 of $.94, $1.46, $2.08 and $2.82,
respectively,) or the closing bid price of the Company's Common Stock on the
last trading day prior to such fiscal year end is $8.75, $10.50, $12.50 and
$15.50, respectively, or the Company has net income of $3 million, $4 million,
$5 million and $6 million, respectively, then one-quarter of any shares not
previously released shall be released in each fiscal year from the lock-up
restrictions. For any fiscal year in which the Company attains the foregoing
earnings per share, stock price or net income targets, any shares eligible for
release in prior fiscal years which were not released because the targets for
such fiscal years were not achieved, shall also be released. Regardless of
whether the foregoing earnings per share, stock price, or net income targets are
achieved all of the shares subject to the lock-up restrictions shall be released
January 31, 2002.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy
of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part, the Company has agreed to sell to the Underwriters, and
the Underwriters, severally and not jointly, have agreed to purchase from the
Company, on a "firm commitment" basis, if any are purchased, the number of
shares of Common Stock and Warrants (exclusive of shares of Common Stock and
Warrants issuable upon exercise of the Underwriters' over-allotment option) set
forth opposite their respective names below:

<TABLE>
<CAPTION>
SHARES OF
UNDERWRITERS COMMON STOCK WARRANTS
- ---------------------------------------------------------------- ------------ ---------
<S> <C> <C>
Argent Securities, Inc..........................................
--------- ---------
Total................................................. 1,000,000 1,000,000
========= =========
</TABLE>

The Company has agreed to sell the shares of Common Stock and Warrants to
the Underwriters at a discount of ten percent of the initial public price
thereof. The Underwriters will offer the shares of Common Stock and Warrants to
the public at $ per share of Common Stock and $ per Warrant as set forth
on the cover page of this Prospectus and may allow to certain dealers who are
National Association of Securities Dealers, Inc. ("NASD") members concessions
not to exceed $ per share of Common Stock and Warrant, of which not in
excess of $ per share of Common Stock and $ per Warrant may be reallowed
to other dealers who are members of the NASD. After the initial public offering,
the public offering price, concession and reallowances may be changed by the
Underwriters.

34
<PAGE> 38

Prior to this Offering, there has not been any public market for the Common
Stock or the Warrants. The initial public offering prices of the shares of
Common Stock and the Warrants and the exercise price and other terms of the
Warrants were determined by negotiations between the Company and the
Representative and do not necessarily relate to the assets, book value or
results of operations of the Company or any other established criteria of value.

The Company and the Selling Shareholder have granted an option to the
Underwriters, exercisable during the 45-day period from the date of this
Prospectus, to purchase in the aggregate up to a maximum of 150,000 additional
shares of Common Stock and Warrants at the price set forth on the cover page of
this Prospectus, minus the underwriting discount and commissions. Of the 150,000
shares of Common Stock which are subject to the Underwriters' over-allotment
option, the first 75,000 shares will be sold by the Selling Shareholder and
75,000 shares will be sold by the Company. All of the 150,000 Warrants subject
to the over-allotment option will be offered by the Company. The Underwriters'
over-allotment option is exercisable upon the same terms and conditions as are
applicable to the sale of the shares of Common Stock and Warrants offered
hereby.

The Underwriting Agreement provides for reciprocal indemnification between
the Company, the Selling Shareholder and the Underwriters against certain
liabilities in connection with the Registration Statement, including liabilities
under the Securities Act. Pursuant to the Underwriting Agreement, the Selling
Shareholder's indemnification is limited to the amount of proceeds received from
the sale of his shares. Insofar as indemnification for liabilities arising under
the Securities Act may be provided to officers, directors or persons controlling
the Company, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy and is therefore unenforceable.

The Company has agreed to pay certain blue sky legal fees of the
Underwriters and to pay to the Underwriters at the closing of the Offering a
non-accountable expense allowance of 3% of the aggregate offering price of the
shares of Common Stock and Warrants offered hereby (including any shares of
Common Stock and Warrants purchased pursuant to the Underwriters' over-allotment
option), of which $ has been paid on account.

The Company has agreed to sell to the Underwriters, or their respective
designees, for an aggregate purchase price of $1,000, an option (the
"Underwriters' Warrant") to purchase up to an aggregate of 100,000 shares of
Common Stock and Warrants (an aggregate of 115,000 shares of Common Stock and
115,000 Warrants assuming the exercise of the Underwriters' over-allotment
option). The Underwriters' Warrant shall be exercisable during a four-year
period commencing one year after the closing date of this Offering. The
Underwriters' Warrant may not be assigned, transferred, sold or hypothecated by
the Underwriters until twelve months after the Effective Date, except to
officers or partners of the Underwriters, to a successor to the Underwriters, to
a purchaser of substantially all of the assets of the Underwriters, or by
operation of law. Any profits realized by the Underwriters upon the sale of the
Common Stock and Warrants (or the underlying Securities) issuable upon exercise
of the Underwriters' Warrants may be deemed to be additional underwriting
compensation. The exercise price of the Warrants issuable upon exercise of the
Underwriters' Warrants during the period of exercisability shall be $9.00 per
Warrant (assuming an initial offering price of $6.00 per share). The exercise of
the Warrants subject to the Underwriters' Warrants and the number of shares of
Common Stock covered thereby are subject to adjustment in certain events to
prevent dilution. For the life of the Underwriters' Warrant, the holders thereof
are given, at a nominal cost, the opportunity to profit from a rise in the
market price of the Securities with a resulting dilution in the interest of
other shareholders. The Company may find it more difficult to raise capital for
its business if the need should arise while the Underwriters' Warrant is
outstanding. At any time when the holders of the Underwriters' Warrant might be
expected to exercise it, the Company would probably be able to obtain additional
capital on more favorable terms.

The Company has agreed with the Underwriters that the Company will pay to
the Underwriters a warrant solicitation fee (the "Warrant Solicitation Fee")
equal to 5% of the exercise price of the Warrants exercised beginning one year
after the Effective Date and to the extent not inconsistent with the guidelines
of the NASD and the rules and regulations of the Commission (including NASD
Notice to Members 81-38). Such

35
<PAGE> 39

Warrant Solicitation Fee will be paid to the Underwriters if (a) the market
price of the Common Stock on the date that any Warrant is exercised is greater
than the exercise price of the Warrant; (b) the exercise of such Warrant was
solicited by the Underwriters; (c) prior specific written approval for exercise
is received from the customer if the Warrant is held in a discretionary account;
(d) disclosure of this compensation agreement is made prior to or upon the
exercise of such Warrant; (e) solicitation of the exercise is not in violation
of Rule 10b-6 of the Exchange Act; (f) the Underwriter provided bona fide
services in exchange for the Warrant Solicitation Fee; and (g) the Underwriter
has been specifically designated in writing by the holders of the Warrants as
the broker. In addition, unless granted an exemption by the Commission from Rule
10b-6 under the Exchange Act, the Underwriters will be prohibited from engaging
in any market making activities or solicited brokerage activities with respect
to the Securities for the period from nine business days prior to any
solicitation of the exercise of any Warrant or nine business days prior to the
exercise of any Warrant based on a prior solicitation until the later of the
termination of such solicitation activity or the termination (by waiver or
otherwise) of any right the Underwriters may have to receive such a fee for the
exercise of the Warrants following such solicitation. As a result, the
Underwriters may be unable to continue to provide a market for the Securities
during certain periods while the Warrants are exercisable.

The Underwriters have been given certain "piggyback" and demand
registration rights with respect to the Common Stock underlying the
Underwriters' Warrants for a period of four years commencing one year from the
date of this Prospectus. The exercise of any such registration rights by the
Underwriters may result in dilution to the interest of the Company's
shareholders, hinder efforts by the Company to arrange future financing of the
Company and/or have an adverse effect on the market price of the Securities.

The Company has agreed that for a period of 24 months commencing on the
Effective Date, it will not issue or sell, directly or indirectly, any shares of
its capital stock, or sell or grant options, warrants or rights to purchase any
shares of its capital stock, without the written consent of the Representative,
except for issuances pursuant to (i) the public offering of the Company's
securities as described herein, (ii) the exercise of the Warrants and the
Underwriters' Warrants, and the Common Stock issuable thereunder, (iii)
outstanding convertible securities or contractual obligations disclosed in this
Prospectus, (iv) the grant of options and the issuance of shares issued upon
exercise of options to be granted under the Company's Stock Option Plan, and (v)
an acquisition, merger or similar transaction provided that the acquirer of such
capital stock does not receive, and will not be entitled to demand, registered
securities during such 24-month period. The Company has granted the Underwriters
a two year preferential right with respect to future financing relating to the
offering of the Company's securities. In addition, Mr. Streicher and all of the
holders of the Common Stock as of the Effective Date, have agreed with the
Representative in writing not to sell, assign, or transfer any of their shares
of the Company's securities without the Representative's prior written consent
prior to July 31, 2001 and May 15, 1997, respectively, and in the case of Mr.
Streicher, subject to earlier release upon the achievement of performance goals.
See "Shares Available for Future Sale."

The Company has agreed that, for a period of five years following the
completion of this Offering, it will use its best efforts to cause the election
to its Board of Directors one designee of the Representative, provided that such
designee is reasonably acceptable to and approved by the Company. Alternatively,
the Representative may appoint an observer to attend all meetings of the Board
of Directors during such period. As of this date, no person has been identified
by the Representative for election as a director or for appointment as an
observer.

The foregoing includes a summary of certain provisions of the Underwriting
Agreement which has been filed as an exhibit thereto.

LEGAL MATTERS

The validity of the Securities being offered hereby will be passed upon for
the Company by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.,
Miami, Florida. Certain matters are being passed upon for the Underwriters by
Johnson & Montgomery, Atlanta, Georgia.

36
<PAGE> 40

EXPERTS

The financial statements as of January 31, 1996 and for each of the two
years in the period ended January 31, 1996, that are included in this Prospectus
have been audited by Arthur Andersen LLP, independent certified public
accountants, to the extent and for the period set forth in their report
appearing elsewhere herein, and are included in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form SB-2 (together with all
amendments, exhibits and schedules thereto, the "Registration Statement") under
the Securities Act with respect to the Securities offered by this Prospectus.
This Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. For further information,
reference is made to such registration statement, including the exhibits
thereto, which may be inspected without charge at the Commission's principal
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at the
following Regional Offices of the Commission, except that copies of the exhibits
may not be available at certain of the Regional Offices: Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of all or any part of such material may be obtained from the
Commission at 450 Fifth Street, N.W. Room 1024, Washington, D.C. 20549, upon
payment of certain fees prescribed by the Commission. The Commission maintains a
World Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy, information statements, and registration statements and other information
filed electronically with the Commission.

The Company is not presently a reporting company and does not file reports
or other information with the Commission. However, on the effective date of the
Registration Statement, the Company will become a reporting company. Further,
the Company will register its securities under the Securities Exchange Act of
1934 ("Exchange Act"). Accordingly, the Company will become subject to the
additional reporting requirements of the Exchange Act and in accordance
therewith will file reports, proxy statements and other information with the
Commission. In addition, after the completion of this Offering, the Company
intends to furnish its shareholders with annual reports containing audited
financial statements and such interim reports, in each case as it may determine
to furnish or as may be required by law. The fiscal year of the Company ends on
January 31 of each year.

37
<PAGE> 41

STREICHER MOBILE FUELING, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants................................ F-2
Balance Sheets as of January 31, 1996 and July 31, 1996 (unaudited)............... F-3
Statements of Operations for the years ended January 31, 1995 and 1996 and for the
six month periods ended July 31, 1995 and 1996 (unaudited)...................... F-4
Statements of Changes in Shareholders' Equity for the years ended January 31, 1995
and 1996 and the six month period ended July 31, 1996 (unaudited)............... F-5
Statements of Cash Flows for the years ended January 31, 1995 and 1996 and the six
month periods ended July 31, 1995 and 1996 (unaudited).......................... F-6
Notes to Financial Statements..................................................... F-7-14
</TABLE>

F-1
<PAGE> 42

After the corporate reorganization discussed in Note (1) to the Company's
financial statements is effected, we expect to be in a position to render the
following auditors' report.

ARTHUR ANDERSEN LLP
October 8, 1996

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Streicher Mobile Fueling, Inc.:

We have audited the accompanying balance sheet of Streicher Mobile Fueling,
Inc. (the "Company") as of January 31, 1996 and the related statements of
operations, changes in shareholders' equity and cash flows for each of the two
years in the period ended January 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Streicher Mobile Fueling,
Inc. as of January 31, 1996, and the results of its operations and its cash
flows for each of the two years in the period ended January 31, 1996 in
conformity with generally accepted accounting principles.

Fort Lauderdale, Florida,
October 8, 1996.

F-2
<PAGE> 43

STREICHER MOBILE FUELING, INC.

BALANCE SHEETS
JANUARY 31 AND JULY 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
1996 1996
----------- -----------
<S> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................... $ 189,508 $ 7,345
Investments (restricted $63,000 and $64,000, respectively)..... 203,743 94,395
Accounts receivable, net of allowance for doubtful accounts of
$28,000 and $30,000, respectively........................... 2,592,559 3,333,991
Inventories.................................................... 65,193 64,272
Prepaid expenses and other..................................... 100,790 43,427
---------- ----------
Total current assets................................... 3,151,793 3,543,430
PROPERTY AND EQUIPMENT, net...................................... 3,136,665 3,460,388
DUE FROM RELATED PARTIES......................................... 32,298 35,131
OTHER ASSETS..................................................... 123,430 210,015
---------- ----------
Total assets........................................... $6,444,186 $7,248,964
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.............................. $ 471,404 $ 434,206
Current portion of capital lease obligations................... 131,766 102,422
Accounts payable............................................... 1,322,126 1,633,071
Accrued expenses............................................... 318,931 243,922
Customer deposits.............................................. 163,844 167,923
Due to related parties......................................... 18,303 --
---------- ----------
Total current liabilities.............................. 2,426,374 2,581,544
---------- ----------
LONG-TERM LIABILITIES:
Line of credit borrowings...................................... 1,802,795 2,471,398
Long-term debt, excluding current portion...................... 1,116,701 1,394,404
Capital lease obligations, excluding current portion........... 253,241 168,415
Deferred income taxes.......................................... 406,189 406,189
---------- ----------
Total long-term liabilities............................ 3,578,926 4,440,406
---------- ----------
Total liabilities...................................... 6,005,300 7,021,950
---------- ----------
COMMITMENTS AND CONTINGENCIES(Notes 1, 3, 7, 10 and 11)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding................................. -- --
Common stock, $.01 par value, 20,000,000 shares authorized,
1,500,000 shares issued and outstanding..................... 15,000 15,000
Additional paid-in capital..................................... 238,588 238,588
Unrealized gain on investment.................................. 7,072 7,072
Retained earnings (deficit).................................... 178,226 (33,646 )
---------- ----------
Total shareholders' equity............................. 438,886 227,014
---------- ----------
Total liabilities and shareholders' equity............. $6,444,186 $7,248,964
========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

F-3
<PAGE> 44

STREICHER MOBILE FUELING, INC.

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JANUARY 31, 1995 AND 1996 AND
THE SIX MONTH PERIODS ENDED JULY 31, 1995 AND 1996 (UNAUDITED)

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTH PERIODS ENDED
JANUARY 31, JULY 31,
--------------------------- ---------------------------
1995 1996 1995 1996
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE, including fuel taxes of
$5,968,000, $8,195,000, $3,802,000
and $3,566,000, respectively........ $16,663,371 $23,989,358 $10,776,470 $13,887,855
COST OF SALES......................... 15,217,945 21,752,350 9,947,234 12,760,929
----------- ----------- ----------- -----------
Gross profit..................... 1,445,426 2,237,008 829,236 1,126,926
OPERATING EXPENSES.................... 1,328,028 1,750,235 825,491 1,203,353
----------- ----------- ----------- -----------
Income (loss) from operations.... 117,398 486,773 3,745 (76,427)
INTEREST EXPENSE...................... (168,991) (343,967) (154,062) (260,252)
INTEREST INCOME....................... 13,504 33,219 19,206 6,387
----------- ----------- ----------- -----------
Income (loss) before (provision)
benefit for income taxes....... (38,089) 176,025 (131,111) (330,292)
(PROVISION) BENEFIT FOR INCOME
TAXES............................... 389 (76,016) 45,431 118,420
----------- ----------- ----------- -----------
Net income (loss)................ $ (37,700) $ 100,009 $ (85,680) $ (211,872)
=========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE........... $ (.03) $ .07 $ (.06) $ (.14)
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING......................... 1,500,000 1,500,000 1,500,000 1,500,000
=========== =========== =========== ===========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-4
<PAGE> 45

STREICHER MOBILE FUELING, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 31, 1995 AND 1996
AND THE SIX MONTH PERIOD ENDED JULY 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
ADDITIONAL UNREALIZED RETAINED
COMMON PAID-IN GAIN ON EARNINGS
STOCK CAPITAL INVESTMENT (DEFICIT) TOTAL
------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE, February 1, 1994............. $15,000 $238,588 $ -- $ 115,917 $ 369,505
Net loss............................ -- -- -- (37,700) (37,700)
Change in unrealized gain on
investment....................... -- -- 2,335 -- 2,335
------- -------- ------ --------- ---------
BALANCE, January 31, 1995............. 15,000 238,588 2,335 78,217 334,140
Net income.......................... -- -- -- 100,009 100,009
Change in unrealized gain on
investment....................... -- -- 4,737 -- 4,737
------- -------- ------ --------- ---------
BALANCE, January 31, 1996............. 15,000 238,588 7,072 178,226 438,886
Net loss (unaudited)................ -- -- -- (211,872) (211,872)
------- -------- ------ --------- ---------
BALANCE, July 31, 1996 (unaudited).... $15,000 $238,588 $7,072 $ (33,646) $ 227,014
======= ======== ====== ========= =========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-5
<PAGE> 46

STREICHER MOBILE FUELING, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 31, 1995 AND 1996 AND
THE SIX MONTH PERIODS ENDED JULY 31, 1995 AND 1996 (UNAUDITED)

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTH PERIODS
JANUARY 31, ENDED JULY 31,
--------------------------- ------------------------
1995 1996 1995 1996
----------- ----------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................... $ (37,700) $ 100,009 $ (85,680) $ (211,872)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities--
Depreciation and amortization................. 215,502 302,546 148,069 216,397
Deferred income tax provision................. 64,935 111,488 -- --
Changes in operating assets and liabilities:
Accounts receivable......................... (627,727) (1,105,160) (426,093) (741,432)
Inventories................................. (56,074) (9,119) 9,724 921
Prepaid expenses and other.................. (62,251) (14,239) 23,385 57,363
Due from related parties.................... 180,862 85,852 (63,697) (21,136)
Other assets................................ (28,920) (74,055) (83,196) (107,002)
Accounts payable............................ 351,815 353,318 176,449 310,945
Accrued expenses............................ 149,466 36,424 (47,403) (75,009)
Customer deposits........................... 84,034 640 (2,830) 4,079
--------- ----------- --------- ----------
Net cash provided by (used in) operating
activities............................. 233,942 (212,296) (351,272) (566,746)
--------- ----------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment purchases (sales proceeds)........... (102,924) (70,432) (64,408) 109,348
Purchases of property and equipment............. (1,477,636) (1,103,536) (625,878) (499,220)
--------- ----------- --------- ----------
Net cash used in investing activities.... (1,580,560) (1,173,968) (690,286) (389,872)
--------- ----------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit............. 678,110 768,230 416,062 668,603
Borrowings under long-term debt................. 905,331 1,009,433 636,009 1,126,004
Principal payments on long-term debt............ (216,408) (349,901) (108,675) (885,499)
Principal payments on capital lease
obligations................................... (89,755) (110,132) (101,337) (134,653)
--------- ----------- --------- ----------
Net cash provided by financing
activities............................. 1,277,278 1,317,630 842,059 774,455
--------- ----------- --------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS............. (69,340) (68,634) (199,499) (182,163)
CASH AND CASH EQUIVALENTS, beginning of period.... 327,482 258,142 258,142 189,508
--------- ----------- --------- ----------
CASH AND CASH EQUIVALENTS, end of period.......... $ 258,142 $ 189,508 $ 58,643 $ 7,345
========= =========== ========= ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for --
Interest...................................... $ 172,727 $ 326,661 $ 136,952 $ 267,926
========= =========== ========= ==========
Income taxes.................................. $ -- $ 53,916 $ 35,000 $ --
========= =========== ========= ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Capital lease obligations....................... $ 147,578 $ 96,323 $ 96,323 $ 20,483
========= =========== ========= ==========
Unrealized gain on equity investment............ $ 2,335 $ 4,737 $ 4,024 $ --
========= =========== ========= ==========
</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

F-6
<PAGE> 47

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1995 AND 1996 AND
JULY 31, 1995 AND 1996 (UNAUDITED)
(ALL AMOUNTS AND RELATED DISCLOSURES APPLICABLE TO THE
SIX MONTH PERIODS ENDED JULY 31, 1995 AND 1996 ARE UNAUDITED)

(1) NATURE OF OPERATIONS:

Streicher Mobile Fueling, Inc. (the "Company") was incorporated in October
1996. Streicher Enterprises, Inc. ("Enterprises") will complete a corporate
reorganization immediately prior to the closing of the offering discussed in
Note (11) which will result in the transfer of the assets, liabilities and
operations of Enterprises' Mobile Fueling Division to the Company. Such planned
corporate reorganization has been retroactively reflected in the accompanying
financial statements. The Mobile Fueling Division began operations in 1983. The
Company delivers mechanized mobile fleet fueling and electronic fuel management
primarily to customers which operate large fleets of vehicles (such as national
courier services, major trucking lines, hauling and delivery services, utilities
and governmental agencies). The Company has operations in Florida, Georgia,
Tennessee, Southern California and Texas.

A significant element of the Company's future growth strategy involves the
expansion of the Company's business into new markets. Such planned expansion is
dependent on achieving the necessary debt and/or equity financing. Without such
financing the Company may be required to limit its future growth.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of Presentation

The accompanying financial statements include the assets, liabilities and
operations of the Mobile Fueling Division of Enterprises on a retroactive basis
as if such transfer had occurred at inception of the Mobile Fueling Division.
Retained earnings (deficit) represents the cumulative results of the Mobile
Fueling Division.

Included in both revenue and cost of sales in the accompanying statements
of operations is federal and state excise taxes. The Company collects such
excise taxes from its customers and remits the taxes to the taxing authorities.

(b) Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

Investments consist of two certificates of deposit, with a maturity of
greater than three months, and a marketable equity security, each reported at
market value. One certificate of deposit is collateral for an irrevocable letter
of credit issued under an agreement entered into with a vendor, on behalf of a
customer, for the issuance of credit instruments to purchase selected products
and services. The letter of credit and collateralized certificate of deposit are
required until the credit instruments are returned to the vendor for
cancellation.

The equity security is classified as available-for-sale and is presented at
market value. The unrealized gain, net of income taxes, is recorded directly as
a component of shareholders' equity.

(d) Accounts Receivable, net

Accounts receivable are due from companies within a broad range of
industries. The Company provides for credit losses based on management's
evaluation of collectibility and generally are unsecured.

F-7
<PAGE> 48

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(e) Inventories

Inventories, consisting of gasoline and diesel fuel, are carried at cost,
using the moving average method, which approximates the first-in, first-out
method.

(f) Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and
amortization. Ordinary maintenance and repairs are expensed as incurred.
Improvements which significantly increase the value or useful life of property
and equipment are capitalized. Property and equipment is depreciated or
amortized using the straight-line method over the following estimated useful
lives:

<TABLE>
<CAPTION>
YEARS
---------------------
<S> <C>
Auto..................................................... 5
Custom trucks............................................ 10
Mobile fuel tanks........................................ 25
Machinery and equipment.................................. 5
Furniture and fixtures................................... 10
Capital leases and leasehold improvements................ Lesser of lease term
or useful life
</TABLE>

(g) Organizational Costs

Organizational costs relating to the opening of new mobile fueling
locations are capitalized and amortized to operations over 5 years. The carrying
value of organizational costs totalled $86,250 and $160,833 as of January 31 and
July 31, 1996, respectively, and is included in other assets in the accompanying
balance sheets.

(h) Income Taxes

The Company provides federal and state income taxes at the applicable
federal and state statutory rates. Deferred income taxes are recorded to reflect
the tax consequences on future years of differences between the tax bases of
assets and liabilities and the amounts recorded for financial reporting
purposes. Income taxes are provided as if the Company had been a separate
taxable entity since inception of the Mobile Fueling Division.

(i) Revenue Recognition

The Company recognizes revenue at the time services are performed and fuel
is delivered.

(j) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

(k) Fair Value of Financial Instruments

The Company's financial instruments, primarily consisting of cash and cash
equivalents, investments, accounts receivable, borrowings, and accounts payable,
approximate fair value due to their short-term nature or interest rates that
approximate market.

F-8
<PAGE> 49

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(l) Accounting Pronouncements

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of ", which
requires adoption by the Company in fiscal 1997. SFAS No. 121 establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used, and for long-lived assets and certain identifiable intangibles to be
disposed of. The adoption of SFAS No. 121 did not have a material effect on the
Company's financial condition or results of operations.

In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation",
was issued. SFAS No. 123 establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure. The
Company intends to account for stock option grants in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
and, accordingly, will not recognize compensation expense for stock option
grants made at an exercise price equal to or in excess of the fair market value
at the date of grant. Changes in the accounting for stock-based compensation are
optional and the Company intends to adopt only the disclosure requirements of
SFAS No. 123 as of January 31, 1997.

(m) Net Income (Loss) Per Share

Net income (loss) per share is determined by dividing net income (loss) by
the weighted average common shares outstanding. For all periods presented,
outstanding common shares reflect the reorganization of Enterprises and initial
issuance of stock by the Company as if such reorganization had occurred at
inception of the Mobile Fueling Division.

(n) Unaudited Condensed Interim Financial Statements

In the opinion of management, the unaudited condensed interim financial
statements contain all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of July 31, 1996, and the results of its operations and cash flows for the
six month periods ended July 31, 1995 and 1996.

(3) PROPERTY AND EQUIPMENT, NET:

Property and equipment, net consists of the following:

<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
1996 1996
----------- -----------
<S> <C> <C>
(UNAUDITED)
Autos, custom trucks and mobile fuel tanks....................... $2,515,027 $3,000,087
Machinery and equipment.......................................... 546,164 559,289
Leasehold improvements........................................... 61,798 61,798
Furniture and fixtures........................................... 34,662 35,697
Capital leases................................................... 577,074 597,557
--------- ---------
3,734,725 4,254,428
Less -- accumulated depreciation and amortization................ 598,060 794,040
--------- ---------
$3,136,665 $3,460,388
========= =========
</TABLE>

The Company is dependent on two manufacturers for its future custom truck
and mobile fuel tank purchases. The Company does not have any contracts or
written agreements with such manufacturers for the purchase of such equipment in
the future.

F-9
<PAGE> 50

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(4) LINE OF CREDIT:

As of January 31, 1996, Enterprises owes $1,802,795 under a $2,000,000 line
of credit agreement with a bank. As the line of credit is collateralized by
assets of the Company and repayment will result from the assets and operations
of the Company, such line of credit has been fully allocated to the Company and
reflected in the accompanying balance sheets. At various times during and after
fiscal 1996, the Company fully borrowed up to the line of credit limit. As of
July 15, 1996, the line of credit was increased to $2,700,000. Amounts
outstanding under the line of credit at July 31, 1996 total $2,471,398. Interest
is payable monthly at 1.5% over the prime rate (10% as of January 31, 1996).
Subsequent to January 31, 1996, the maturity of the line of credit was extended
from May 1, 1997 to August 1, 1997 and, accordingly, the line of credit
borrowings as of January 31 and July 31, 1996 have been reflected as a long-term
obligation in the accompanying balance sheets.

Borrowings under the line of credit are secured by substantially all of the
assets of Enterprises and are personally guaranteed by the sole shareholder of
Enterprises. Under the terms of the credit agreement, Enterprises is required to
comply with certain financial covenants and restrictions, including maintaining
a minimum tangible net worth of $375,000 on a consolidated basis. As of January
31, 1996, Enterprises' consolidated tangible net worth exceeded the minimum
required, and Enterprises was in compliance with these financial covenants and
restrictions. Subsequent to January 31, 1996, Enterprises was not in compliance
with the tangible net worth covenant of its line of credit agreement and
obtained a waiver from the bank of such covenant through August 1, 1997.

(5) LONG-TERM DEBT:

Long-term debt of Enterprises has also been fully allocated to the Company
at January 31 and July 31, 1996 and consists of the following:

JANUARY 31, JULY 31,
1996 1996
----------- ----------
(UNAUDITED)
<S> <C> <C>
Commercial loan and promissory notes payable (10.12% weighted
average fixed interest rate at January 31, 1996) due in monthly
installments with varying maturities from June 1996 through
September 2000................................................... $ 907,137 $1,149,055
Promissory notes payable (Prime + 2%, 10.5% at January 31, 1996)
due in monthly installments with varying maturities from February
1997 through January 2000........................................ 591,835 609,728
Promissory notes payable (Prime + 1.5%, 10% at January 31, 1996)
due in monthly installments through May 1998..................... 89,133 69,827
---------- ----------
Total long-term debt............................................... 1,588,105 1,828,610
Less -- Current portion............................................ 471,404 434,206
---------- ----------
Long-term debt, excluding current portion.......................... $1,116,701 $1,394,404
========== ==========
</TABLE>

The notes payable are collateralized by the vehicles financed by the notes.

F-10
<PAGE> 51

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Future principal payments on long-term debt are due as follows as of
January 31, 1996:

<TABLE>
<CAPTION>
YEAR ENDING JANUARY 31,
-------------------------------------------------
<S> <C>
1997............................................. $ 471,404
1998............................................. 582,489
1999............................................. 362,963
2000............................................. 152,269
2001............................................. 18,980
----------
$1,588,105
==========
</TABLE>

(6) CAPITAL LEASE OBLIGATIONS:

Enterprises leases certain equipment and trucks utilized by the Company
which are also fully allocated to the Company and are accounted for as capital
leases. The following is a schedule by year of future minimum lease payments
under such capital leases together with the present value of minimum lease
payments as of January 31, 1996:

<TABLE>
<CAPTION>
YEAR ENDING JANUARY 31,
------------------------------------------------------------------
<S> <C>
1997.............................................................. $167,359
1998.............................................................. 146,516
1999.............................................................. 126,398
2000.............................................................. 39,935
2001.............................................................. 2,041
--------
Total minimum lease payments...................................... 482,249
Less: Amounts representing interest............................. 97,242
--------
Present value of minimum lease payments........................... 385,007
Less: Current portion........................................... 131,766
--------
Long-term portion................................................. $253,241
========
</TABLE>

(7) RELATED PARTY TRANSACTIONS:

The Company engages in certain transactions with Enterprises, certain of
Enterprises' other subsidiaries and Enterprises' shareholder. Amounts due to the
Company from Enterprises and certain of Enterprises' subsidiaries totalled
$32,298 as of January 31, 1996. Amounts due to another subsidiary of Enterprises
totalled $18,303 as of January 31, 1996. Interest income in fiscal 1996 includes
$15,769 relating to a receivable from Enterprises. Rent expense is paid to the
shareholder of Enterprises totalling $63,600 for the year ended January 31,
1996.

The Company has operating leases with Enterprises that expire in July 2014
and August 2015. Total rent expense for these properties will be approximately
$64,000 for each of the next five years and approximately $821,000 thereafter.

The Company paid $22,585 to its minority shareholder for consulting
services rendered for the year ended January 31, 1996. In June 1996, the Company
entered into a consulting agreement with its minority shareholder for $10,000
per month which expires in May 1998. The consulting agreement can be terminated
by either the Company or consultant at any time upon written notice.

(8) INCOME TAXES:

Income taxes are determined for the Company as if it were a separate tax
paying entity. As of January 31, 1996, NOL carryforwards for income tax purposes
of approximately $300,000, which expire between fiscal

F-11
<PAGE> 52

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

years ending 2009 through 2011, and alternative minimum tax credit ("AMT")
carryforwards of approximately $87,000, which do not expire, are available for
utilization by the Company through a tax sharing agreement with Enterprises.
Deferred income tax liabilities consisting primarily of the tax effect of
accelerated depreciation for income tax purposes, are offset against deferred
income tax assets which consist primarily of the tax effect of the NOL and AMT
carryforwards.

The (provision) benefit for income taxes consists of the following for the
years ended January 31, 1995 and 1996:

<TABLE>
<CAPTION>
1995 1996
-------- ---------
<S> <C> <C>
Federal............................................... $ 332 $ (64,906)
State................................................. 57 (11,110)
-------- ---------
$ 389 $ (76,016)
======== =========
Current............................................... $ 65,324 $ 35,472
Deferred.............................................. (64,935) (111,488)
-------- ---------
$ 389 $ (76,016)
======== =========
</TABLE>

The Company's (provision) benefit for income taxes differs from the
expected income tax (provision) benefit derived by applying the federal
statutory rate of 34% to income (loss) before (provision) benefit for income
taxes for the years ended January 31, 1995 and 1996 as follows:

<TABLE>
<CAPTION>
1995 1996
-------- --------
<S> <C> <C>
Expected (provision) benefit for income taxes at
statutory federal income tax rates................... $ 12,950 $(59,849)
State income taxes..................................... 38 (7,333)
Nondeductible expenses................................. (12,599) (8,834)
-------- --------
Actual (provision) benefit for income taxes............ $ 389 $(76,016)
======== ========
</TABLE>

(9) MAJOR CUSTOMERS:

Revenue from one major customer (representing over 10% of revenue) was
approximately $2,464,000 in fiscal 1995 and $3,071,000 in fiscal 1996. For the
six month period ended July 31, 1996 the Company had revenue from the
aforementioned major customer and one other major customer of approximately
$1,493,000 and $1,904,000, respectively.

(10) COMMITMENTS AND CONTINGENCIES:

In addition to the operating leases for property owned by the shareholder
of Enterprises discussed in Note 7, the Company has other operating leases that
expire in January and June 1997. Rent expense under these operating leases for
the fiscal years ended 1995 and 1996 was approximately $20,000 and $40,000,
respectively. Remaining payments relating to these properties are approximately
$6,800.

F-12
<PAGE> 53

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

diesel fuel from the oil and gas industry and, therefore, is affected by
changing taxes, price controls and other laws and regulations relating to the
oil and gas industry generally. The Company cannot determine the extent to which
its future operations and earnings may be affected by new legislation, new
regulations or changes in existing regulations.

(11) SUBSEQUENT EVENTS:

In October 1996, the articles of incorporation authorized the issuance of
1,000,000 shares of "blank check" preferred stock with such designations, rights
and preferences as may be determined by the Board of Directors of the Company.

In October 1996, the Company adopted a stock option plan (the "Plan") under
which 100,000 shares of common stock are reserved for issuance. The Plan
provides for granting both incentive stock options and nonqualified stock
options. To date, no options have been granted under the Plan.

In October 1996, the Company approved the initial public offering of
securities of the Company, including 1,000,000 shares of common stock and
1,000,000 redeemable common stock purchase warrants, as described in this
prospectus.

The Company intends to enter into an employment agreement with Stanley H.
Streicher, the majority shareholder, effective upon completion of this initial
public offering, pursuant to which Mr. Streicher will serve as President and
Chief Executive Officer of the Company. The term of the agreement is five years.
The term of this agreement will automatically renew for two successive two-year
terms, unless notice of termination is given prior to a renewal period. The
agreement provides that Mr. Streicher shall receive an initial annual base
salary of $275,000, subject to cost-of-living increases; and he will be eligible
to participate in a bonus pool which will provide him additional compensation of
up to ten percent of the Company's pre-tax earnings.

The agreement provides that if Mr. Streicher's employment is terminated as
a result of his death or disability, he or his estate will receive for a period
of six months his base salary in effect as of the date of termination and a
prorated amount of any bonuses. The agreement also provides that in the event
Mr. Streicher's employment is terminated "without cause" or for "good reason,"
Mr. Streicher will receive, in addition to any salary, bonus and other
compensation accrued through the date of termination, a lump sum equal to the
greater of the full amount of salary, bonuses and other compensation due under
the agreement for the remainder of the term and three times the then-existing
salary and most recent annual bonus. The agreement further provides that Mr.
Streicher will not compete with the Company while employed by the Company and
for a period of two years following termination of employment. In the event that
his employment is terminated without cause, as a result of his death or
disability, or upon a change of control (as

F-13
<PAGE> 54

STREICHER MOBILE FUELING, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

defined in the employment agreement), all options to purchase common stock held
by Mr. Streicher shall become immediately exercisable.

The agreement further provides Mr. Streicher with stock options that will
enable him to acquire up to an aggregate of 1,000,000 shares of Common Stock at
the initial offering price of the Company following the closing of this
offering. The exercise of the stock options is contingent upon the Company
achieving either a specified earnings per share level or a specified stock price
level (the "performance threshold"), for the corresponding fiscal year-end.
Commencing with fiscal year-ended January 31, 1997 and at each of the five
fiscal year ends thereafter, provided the performance threshold is met, 200,000
of such options will become exercisable at an exercise price equal to the
initial public offering price. Regardless of the Company's performance, all of
the stock options granted to Mr. Streicher shall vest and become exercisable ten
years from the date of the grant.

F-14
<PAGE> 55

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

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH AND INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDER, OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary.................... 2
Risk Factors.......................... 5
Use of Proceeds....................... 14
Dilution.............................. 15
Capitalization........................ 16
Dividend Policy....................... 16
Selected Financial Data............... 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 21
Management............................ 27
Principal and Selling Shareholder..... 30
Certain Transactions.................. 30
Description of Securities............. 30
Shares Available for Future Sale...... 33
Underwriting.......................... 34
Legal Matters......................... 36
Experts............................... 37
Available Information................. 37
Financial Statements.................. F-1
</TABLE>

------------------
Until , 1996 (25 days after the date of this Prospectus), all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

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

STREICHER MOBILE
FUELING, INC.

1,000,000 SHARES OF
COMMON STOCK

AND

1,000,000 REDEEMABLE
COMMON STOCK PURCHASE
WARRANTS
------------------------

PROSPECTUS
------------------------
ARGENT SECURITIES, INC. (LOGO)

ATLANTA, GEORGIA

(404) 237-1234
------------------------
October __ , 1996

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 56

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Company's Amended and Restated Articles of
Incorporation provide that the Company shall indemnify and may insure its
officers and directors to the fullest extent permitted by law.

The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Company in a proceeding by or in the right of the Company
to procure a judgment in its favor or in a proceeding by or in the right of a
shareholder. The statute does not affect a director's responsibilities under any
other law, such as the federal securities laws.

The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table itemizes expenses to be incurred by the Company in
connection with the issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 6,806
NASD filing fee........................................................... 2,746
Nasdaq listing fee........................................................ 7,725
------
Printing expenses......................................................... 65,000
------
Accounting fees and expenses.............................................. 125,000
------
Legal fees and expenses................................................... 85,000
------
Fees and expenses (including legal fees) for qualifications under state
securities laws......................................................... 25,000
------
Miscellaneous............................................................. 38,000
------
Total*.......................................................... $355,277
======
</TABLE>

* All amounts except the Securities and Exchange Commission registration
fee, the NASD filing fee and the Nasdaq listing fee are estimated. The
Company intends to pay all expenses of registration with respect to
shares being sold by the Selling Shareholder pursuant to the
Underwriters' over-allotment, with exception of underwriting discounts
and commissions.

II-1
<PAGE> 57

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Upon completion of the Offering described in the Prospectus included in
this Registration Statement, the Company will issue 1,500,000 shares of Common
Stock to Streicher Enterprises, Inc. in consideration of the transfer to the
Company of Streicher Enterprises, Inc.'s mobile fueling operations. Such shares
will be issued pursuant to the exemption set forth in Section 4(2) of the
Securities Act.

ITEM 27. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------------
<C> <S> <C>
1 -- Form of Underwriting Agreement*
3.1 -- Articles of Incorporation*
3.2 -- ByLaws*
4.1 -- Specimen Common Stock Certificate**
4.2 -- Specimen Redeemable Warrant Certificate**
4.3 -- Form of Underwriters' Warrant**
4.4 -- Form of Warrant Agreement**
5.1 -- Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to the
validity of the securities to be registered**
10.1 -- Employment Agreement dated ________ , 1996, between the Company and Stanley H.
Streicher**
10.2 -- Stock Option Plan**
23.1 -- Consent of Arthur Andersen LLP, Independent Certified Public Accountants*
23.2 -- Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (contained
in Exhibit 5.1).**
27.1 -- Financial Data Schedule for period ended July 31, 1996 (for SEC use only).*
27.2 -- Financial Data Schedule for period ended January 31, 1996 (for SEC use only).*
</TABLE>

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

* Filed herewith.
** To be filed by amendment.

ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

II-2
<PAGE> 58

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned Company hereby undertakes:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of the registration
statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-3
<PAGE> 59

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ft. Lauderdale, State of Florida, on the 18th day of
October, 1996.

STREICHER MOBILE FUELING, INC.

By: /s/ Stanley H. Streicher
----------------------------------
Stanley H. Streicher, President and
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ------------------------------------------------
<S> <C> <C>
/s/ Stanley H. Streicher President, Chief Executive October 18, 1996
- ------------------------------------
Stanley H. Streicher Officer and Director

/s/ Kenneth C. Day Controller, Chief Financial October 18, 1996
- ------------------------------------ Officer (principal
Kenneth C. Day financial officer and
principal accounting
officer)
</TABLE>

II-4

<PAGE> 1
DRAFT

EXHIBIT 1

One Million (1,000,000) Shares of Class A Common Stock and
One Million (1,000,000) Redeemable Common Stock Purchase Warrants
of
STREICHER MOBILE FUEL, INC.

UNDERWRITING AGREEMENT

Atlanta, Georgia
______________, 1996

ARGENT SECURITIES, INC.
3340 Peachtree Road, N.E.
Suite 450
Atlanta, Georgia 30326

Gentlemen:

Streicher Mobile Fuel, Inc., a Florida corporation (the "Company"),
confirms its agreement with Argent Securities, Inc. ("Argent"), and each of the
other underwriters named in Schedule I hereto (collectively, the
"Underwriters," which term shall also include any underwriter substituted as
hereinafter provided in Section 11), for whom Argent is acting as
representative (in such capacity, Argent shall hereinafter be referred to as
the "Representative"), with respect to the sale by the Company and the Selling
Shareholder listed on Schedule III, and the purchase by the Underwriters,
acting severally and not jointly, of One Million (1,000,000) shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common
Stock"), and One Million (1,000,000) Redeemable Common Stock Purchase Warrants
(the "Redeemable Warrants"), each of which Redeemable Warrants entitles the
holder thereof to purchase one share of Common Stock at an exercise price of
$______ per share pursuant to a warrant agreement (the "Warrant Agreement")
between the Company and the warrant agent, set forth in Schedule II, and with
respect to the grant by the Company and the Selling Shareholder to the
Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 150,000 (75,000 by the
Company and 75,000 by the Selling Shareholder) additional Shares and Warrants
for the purpose of covering over-allotments, if any. The aforesaid 1,000,000
Shares and 1,000,000 Redeemable Warrants (the "Securities") and together with
all or any part of the Shares and Redeemable Warrants subject to the option
described in Section 2(b) hereof (the "Option Securities") are hereinafter
collectively referred to as the "Securities." The Company also proposes to
issue and sell to the Underwriters, an option (the "Common Stock and Warrant
Purchase Option") pursuant to the Underwriters' Common Stock and Warrant
Purchase Option Agreement (the "Underwriters'

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Purchase Option Agreement") for the purchase of an aggregate of 100,000
Shares (the "Underwriters' Shares") and 100,000 Common Stock Purchase Warrants
(the "Underwriters' Warrants"). The shares of Common Stock issuable upon
exercise of the Redeemable Warrants and the Underwriters' Warrants are
hereinafter sometimes referred to as the "Warrant Shares." The Shares, the
Redeemable Warrants, the Common Stock and Warrant Purchase Option, Underwriters'
Shares, Underwriters' Warrants, and the Warrant Shares are more fully described
in the Registration Statement (as defined in Subsection 1(a) hereof) and the
Prospectus (as defined in Subsection 1(a) hereof) referred to below. Unless the
context otherwise requires, all references to the "Company" shall include all
subsidiaries and entities to be acquired by the Company on or prior to the
Closing Date (as defined in Subsection 2(c) hereof) referred to below and
identified in the Prospectus, as if separately stated herein. All
representations, warranties and opinions of counsel shall cover such
subsidiaries and entities.

1. Representations and Warranties of the Company. The Company (and the
Selling Shareholder as recited herein) represents and warrants to and agrees
with each of the Underwriters as of the date hereof, and as of the Closing Date
and any Option Closing Date, (as defined in Subsection 2 (c) hereof), if any,
as follows:

(a) The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, and an amendment or amendments thereto,
on Form SB-2 (No. ________) including any related preliminary prospectus
("Preliminary Prospectus"), for the registration of the Securities under the
Securities Act of 1933, as amended (the "Act"), which registration statement
and any amendment or amendments have been prepared by the Company in conformity
with the requirements of the Act and the rules and regulations of the
Commission under the Act. The Company will promptly file a further amendment
to said registration statement in the form heretofore delivered to the
Underwriters and will not, before the registration statement becomes effective,
file any other amendment thereto unless the Underwriters shall have consented
thereto after having been furnished with a copy thereof. Except as the context
may otherwise require, such registration statement, as amended, on file with
the Commission at the time the registration statement becomes effective
(including the prospectus, financial statements, schedules, exhibits and all
other documents filed as a part thereof and all information deemed to be a part
thereof as of such time pursuant to paragraph (b) of Rule 430A of the Rules and
Regulations), is hereinafter called the "Registration Statement" and the form
of prospectus in the form first filed with the commission pursuant to Rule
424(b) of the Rules and Regulations, is hereinafter called the "Prospectus."
For purposes hereof, "Rules and Regulations" mean the rules and regulations
adopted by the Commission under either the Act or the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as applicable.

(b) Neither the Commission nor any state regulatory authority has issued
any order preventing or suspending the use of any Preliminary Prospectus, the
Registration Statement or Prospectus or any part thereof and no proceedings for
a stop order have been instituted or are pending or, to the best knowledge of
the Company, threatened. Each of the Preliminary Prospectus,

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the Registration Statement and Prospectus at the time of filing thereof
conformed in all material respects with the requirements of the Act and the
Rules and Regulations, and neither the Preliminary Prospectus, the Registration
Statement or Prospectus at the time of filing thereof contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein and necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that this
representation and warranty does not apply to statements made or statements
omitted in reliance upon and in conformity with written information furnished
to the Company with respect to the Underwriters by or on behalf of the
Underwriters expressly for use in such Preliminary Prospectus, Registration
Statement or Prospectus.

(c) When the Registration Statement becomes effective and at all times
subsequent thereto up to the Closing Date and each Option Closing Date and
during such longer period as the Prospectus may be required to be delivered in
connection with sales by the Underwriters or a dealer, the Registration
Statement and the Prospectus will contain all material statements which are
required to be stated therein in compliance with the Act and the Rules and
Regulations, and will in all material respects conform to the requirements of
the Act and the Rules and Regulations; neither the Registration Statement, nor
any amendment thereto, at the time the Registration Statement or such amendment
is declared effective under the Act, will contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Prospectus
at the time the Registration Statement becomes effective, at the Closing Date
and at any Option Closing Date, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
does not apply to statements made or statements omitted in reliance upon and in
conformity with information supplied to the Company in writing by or on behalf
of the Underwriters expressly for use in the Registration Statement or
Prospectus or any amendment thereof or supplement thereto.

(d) The Company has been duly organized and is now, and at the Closing Date and
any Option Closing Date will be, validly existing as a corporation in good
standing under the laws of the State of Florida. The Company does not own,
directly or indirectly, an interest in any corporation, partnership, trust,
joint venture or other business entity; provided, that the foregoing shall not
be applicable to the investment of the net proceeds from the sale of the
Securities in short-term, low-risk investments as set forth under "Use of
Proceeds" in the Prospectus. The Company is duly qualified and licensed and in
good standing as a foreign corporation in each jurisdiction in which its
ownership or leasing of its properties or the character of its operations
require such qualification or licensing, except where the failure to so qualify
would not have a material effect on the Company. The Company has all requisite
power and authority (corporate and other), and has obtained any and all
necessary material applications, approvals, orders, licenses, certificates,
franchises and permits of and from all governmental or regulatory officials and
bodies (including, without limitation, those having jurisdiction over
environmental or similar matters), to own or lease its properties and conduct
its business as described in the Prospectus; the Company is and has been

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doing business in compliance with all such authorizations, approvals, orders,
licenses, certificates, franchises and permits and all material federal, state,
local and foreign laws, rules and regulations; and the Company has not received
any notice of proceedings relating to the revocation or modification of any
such authorization, approval, order, license, certificate, franchise, or permit
which, singly or in the aggregate, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs, position,
prospects, value, operation, properties, business or results of operation of
the Company. The disclosures in the Registration Statement concerning the
effects of federal, state, local, and foreign laws, rules and regulations on
the Company's business as currently conducted and as contemplated are correct
in all material respects and do not omit to state a material fact necessary to
make the statements contained therein not misleading in light of the
circumstances in which they were made.

(e) The Company has a duly authorized, issued and outstanding
capitalization as set forth in the Prospectus under "Capitalization" and will
have the adjusted capitalization set forth therein on the Closing Date and the
Option Closing Date, if any, based upon the assumptions set forth therein, and
the Company is not a party to or bound by any instrument, agreement or other
arrangement providing for the Company to issue any capital stock, rights,
warrants, options or other securities, except for this Agreement and as
otherwise described in the Prospectus. The Shares, Redeemable Warrants, the
Option Securities, Underwriters Shares, the Underwriter's Warrants, and the
Warrant Shares and all other securities issued or issuable by the Company
conform or, when issued and paid for, will conform in all respects to all
statements with respect thereto contained in the Registration Statement and the
Prospectus. All issued and outstanding securities of the Company and of the
Selling Shareholder have been duly authorized and validly issued and are fully
paid and non-assessable; the holders thereof have no rights of rescission with
respect thereto, and are not subject to personal liability by reason of being
such holders; and none of such securities were issued in violation of the
preemptive rights of any holders of any security of the Company, or similar
contractual rights granted by the Company. No lien, pledge encumbrance or
other restriction exists with respect to the Shares being offered by the
Selling Shareholder. The Firm Securities, the Option Securities, the
Underwriters' Shares, and the Underwriter's Warrants to be issued and sold by
the Company and the Selling Shareholder hereunder, and the Warrant Shares
issuable upon exercise of the Redeemable Warrants and the Underwriter's
Warrants and payment therefor, are not and will not be subject to any
preemptive or other similar rights of any stockholder, have been duly
authorized and, when issued, paid for and delivered in accordance with the
terms hereof and thereof, will be validly issued, fully paid and non-assessable
and will conform to the descriptions thereof contained in the Prospectus; the
holders thereof will not be subject to any liability solely as such holders;
all corporate action required to be taken for the authorization, issue and sale
of the Securities, the Option Securities, the Underwriters' Shares, and the
Underwriter's Warrants, and the Warrant Shares has been duly and validly taken;
and the certificates representing the Firm Securities, the Underwriter's
Warrants, and the Warrant Shares will be in due and proper form. Upon the
issuance and delivery pursuant to the terms hereof of the Firm Securities to be
sold by the Company and the Selling Shareholder hereunder, the Underwriters
will acquire good and marketable title to such Firm

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Securities free and clear of any lien, charge, claim, encumbrance,
pledge, security interest, defect or other restriction or equity of any kind
whatsoever.

(f) The financial statements of the Company, together with the related
notes and schedules thereto, included in the Registration Statement, the
Preliminary Prospectus and the Prospectus fairly present the financial position
and the results of operations of the Company at the respective dates and for
the respective periods to which they apply; and such financial statements have
been prepared in conformity with generally accepted accounting principles and
the Rules and Regulations, consistently applied throughout the periods
involved. There has been no material adverse change or development involving a
prospective change in the condition, financial or otherwise, or in the
earnings, business affairs, position, prospects, value, operation, properties,
business, or results of operation of the Company, whether or not arising in the
ordinary course of business, since the dates of the financial statements
included in the Registration Statement and the Prospectus and the outstanding
debt, the property, both tangible and intangible, and the business of the
Company, conforms in all material respects to the descriptions thereof
contained in the Registration Statement and in the Prospectus.

(g) Arthur Andersen, LLP, whose report is filed with the Commission as a
part of the Registration Statement, is an independent certified public
accountant as required by the Act and the Rules and Regulations.

(h) The Company (i) has paid all federal, state, local, and foreign taxes
for which it is liable, including, but not limited to, withholding taxes and
taxes payable under Chapters 21 through 24 of the Internal Revenue Code of 1986
(the "Code"), (ii) has furnished all tax and information returns it is required
to furnish pursuant to the Code, and has established adequate reserves for such
taxes which are not due and payable, and (iii) does not have knowledge of any
tax deficiency or claims outstanding, proposed or assessed against it.

(i) The Company maintains insurance, which is in full force and effect, of
the types and in the amounts which it reasonably believes to be for its
business, including, but not limited to, personal and product liability
insurance covering all personal and real property owned or leased by the
Company against fire, theft, damage and all risks customarily insured against.

j) There is no action, suit, proceeding, inquiry, investigation,
litigation or governmental proceeding (including, without limitation, those
having jurisdiction over environmental or similar matters), domestic or
foreign, pending (to the knowledge of the Company) or threatened against (or
circumstances known to the Company that may give rise to the same), or
involving the properties or business of the Company which: (i) questions the
validity of the capital stock of the Company or this Agreement or of any action
taken or to be taken by the Company pursuant to or in connection with this
Agreement; (ii) is required to be disclosed in the Registration Statement which
is not so disclosed (and such proceedings as are summarized in the
Registration Statement are accurately summarized in all respects); or (iii)
might materially affect the condition, financial or

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otherwise, or the earnings, business affairs, position, prospects, value,
operation, properties, business or results of operations of the Company.

(k) The Company has full legal right, power and authority to enter into
this Agreement, the Underwriters' Purchase Option Agreement and the Warrant
Agreement and to consummate the transactions provided for in such agreements;
and this Agreement, the Underwriters' Purchase Option Agreement and the Warrant
Agreement have each been duly and properly authorized, executed and delivered
by the Company. Each of this Agreement, the Underwriters' Purchase Option
Agreement and the Warrant Agreement, constitutes a legal, valid and binding
agreement of the Company, subject to due authorization, execution and delivery
by the Representative and/or the Underwriters, enforceable against the Company
in accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application relating to or affecting enforcement of creditors' rights
and the application of equitable principles in any action, legal or equitable,
and except as rights to indemnity or contribution may be limited by applicable
law). Neither the Company's execution or delivery of this Agreement, the
Underwriters' Purchase Option Agreement, and the Warrant Agreement, its
performance hereunder and thereunder, its consummation of the transactions
contemplated herein and therein, nor the conduct of its business as described
in the Registration Statement, the Prospectus, and any amendments or
supplements thereto, conflicts with or will conflict with or results or will
result in any breach or violation of any of the terms or provisions of, or
constitutes or will constitute a default under, or result in the creation or
imposition of any lien, charge, claim, encumbrance, pledge, security interest
defect or other restriction or equity of any kind whatsoever upon any property
or assets (tangible or intangible) of the Company pursuant to the terms of: (i)
the Articles of Incorporation or By-Laws of the Company; (ii) any material
license, contract, indenture, mortgage, deed of trust, voting trust agreement,
stockholders agreement, note, loan or credit agreement or any other agreement
or instrument to which the Company is a party or by which the Company is bound
or to which any of its properties or assets (tangible or intangible) is or may
be subject; or (iii) any statute, judgment, decree, order, rule or regulation
applicable to the Company of any arbitrator, court, regulatory body or
administrative agency or other governmental agency or body (including, without
limitation, those having jurisdiction over environmental or similar matters),
domestic or foreign, having jurisdiction over the Company or any of its
activities or properties.

(l) No consent, approval, authorization or order of, and no filing
with, any court, regulatory body, government agency or other body, domestic or
foreign, is required for the issuance of the Firm Securities pursuant to the
Prospectus and the Registration Statement, the performance of this Agreement
and the transactions contemplated hereby, except such as have been or may be
obtained under the Act or may be required under state securities or Blue Sky
laws in connection with (i) the Underwriters' purchase and distribution of the
Firm Securities to be sold by the Company hereunder; or (ii) the issuance and
delivery of the Underwriters' Purchase Option, the Underwriters' Shares, the
Underwriter's Warrants, the Redeemable Warrants or the Warrant Shares.

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(m) All executed agreements or copies of executed agreements filed as
exhibits to the Registration Statement to which the Company is a party or by
which the Company may be bound or to which any of its assets, properties or
businesses may be subject have been duly and validly authorized, executed and
delivered by the Company, and constitute the legal, valid and binding
agreements of the Company, enforceable against it in accordance with its
respective terms. The descriptions contained in the Registration Statement of
contracts and other documents are accurate in all material respects and fairly
present the information required to be shown with respect thereto by the Act
and the Rules and Regulations and there are no material contracts or other
documents which are required by the Act or the Rules and Regulations to be
described in the Registration Statement or filed as exhibits to the
Registration Statement which are not described or filed as required, and the
exhibits which have been filed are complete and correct copies of the documents
of which they purport to be copies.

(n) Subsequent to the respective dates as of which information is set
forth in the Registration Statement and Prospectus, and except as may otherwise
be indicated or contemplated herein or therein, the Company has not: (i) issued
any securities or incurred any liability or obligation, direct or contingent,
for borrowed money in any material amount; (ii) entered into any transaction
other than in the ordinary course of business; (iii) declared or paid any
dividend or made any other distribution on or in respect of its capital stock;
or (iv) made any changes in capital stock, material changes in debt (long or
short term) or liabilities other than in the ordinary course of business,
material changes in or affecting the general affairs, management, financial
operations, stockholders equity or results of operations of the Company.

(o) Subsequent to the respective dates as of which information is set
forth in the Registration Statement and Prospectus, and except as may otherwise
be indicated or contemplated herein or therein, no default exists in the due
performance and observance of any material term, covenant or condition of any
license, contract, indenture, mortgage, installment sales agreement, lease,
deed of trust, voting trust agreement, stockholders agreement, note, loan or
credit agreement, or any other agreement or instrument evidencing an obligation
for borrowed money, or any other agreement or instrument to which the Company
is a party or by which the Company may be bound or to which any of the property
or assets (tangible or intangible) of the Company is subject or affected.

(p) The Company has generally enjoyed a satisfactory employer-employee
relationship with its employees and is in compliance in all material respects
with all federal, state, local, and foreign laws and regulations respecting
employment and employment practices, terms and conditions of employment and
wages and hours.

(q) Since its inception, the Company has not incurred any liability
arising under or as a result of the application of the provisions of the Act.

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(r) Subsequent to the respective dates as of which information is set forth
in the Registration Statement and Prospectus, and except as may otherwise be
indicated or contemplated herein or therein, the Company does not presently
maintain, sponsor or contribute to, and never has maintained, sponsored or
contributed to, any program or arrangement that is an "employee pension benefit
plan," an "employee welfare benefit plan" or a "multi-employer plan" as such
terms are defined in Sections 3(2), 3(l) and 3(37) respectively of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") ("ERISA Plans").
The Company does not maintain or contribute, now or at any time previously, to
a defined benefit plan, as defined in Section 3(35) of ERISA.

(s) The Company is not in violation in any material respect of any domestic
or foreign laws, ordinances or governmental rules or regulations to which it is
subject.

(t) No holders of any securities of the Company or of any options, warrants
or other convertible or exchangeable securities of the Company exercisable for
or convertible or exchangeable for securities of the Company have the right to
include any securities issued by the Company in the Registration Statement or
any registration statement to be filed by the Company within twelve (12) months
of the date hereof or to require the Company to file a registration statement
under the Act during such twelve (12) month period, except such registration
rights as have been waived or disclosed in the Prospectus.

(u) Neither the Company, nor, to the Company's best knowledge, any of its
employees, directors, stockholders or affiliates (within the meaning of the
Rules and Regulations) has taken, directly or indirectly, any action designed
to or which has constituted or which might reasonably be expected to cause or
result in, under the Exchange Act, or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Securities or otherwise.

(v) Except as described in the Prospectus, to the best of the Company's
knowledge, none of the patents, patent applications, trademarks, service marks,
trade names and copyrights, or licenses and rights to the foregoing presently
owned or held by the Company is in dispute or are in any conflict with the
right of any other person or entity within the Company's current area of
operations nor has the Company received notice of any of the foregoing. To the
best of the Company's knowledge, the Company: (i) owns or has the right to use,
free and clear of all liens, charges, claims, encumbrances, pledges, security
interests, defects or other restrictions or equities of any kind whatsoever,
all patents, trademarks, service marks, trade names and copyrights, technology
and licenses and rights with respect to the foregoing, used in the conduct of
its business as now conducted or proposed to be conducted without infringing
upon or otherwise acting adversely to the right or claimed right of any person,
corporation or other entity under or with respect to any of the foregoing; and
(ii) except as set forth in the Prospectus, is not obligated or under any
liability whatsoever to make any payments by way of royalties, fees or
otherwise to any owner or licensee of, or other claimant to, any patent,
trademark, service mark, trade name, copyright, know-how,

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technology or other intangible asset, with respect to the use thereof or in
connection with the conduct of its business or otherwise.

(w) Except as described in the Prospectus, to the best of the Company's
knowledge, the Company owns and has the unrestricted right to use all material
trade secrets, trademarks, trade names, know-how (including all other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), inventions, designs, processes, works of authorship, computer
programs and technical data and information (collectively herein "Intellectual
Property") required for or incident to the development, manufacture, operation
and sale of all products and services sold or proposed to be sold by the
Company, free and clear of and without violating any right, lien, or claim of
others, including without limitation, former employers of its employees;
provided, however, that the possibility exists that other persons or entities,
completely independently of the Company, or employees or agents, could have
developed trade secrets or items of technical information similar or identical
to those of the Company.

(x) The Company has taken reasonable security measures to protect the
secrecy, confidentiality and value of all the Intellectual Property material to
its operations.

(y) The Company has good and marketable title to, or valid and enforceable
leasehold estates in, all items of real and personal property owned or leased
by it free and clear of all liens, charges, claims, encumbrances, pledges,
security interests, defects, or other restrictions or equities of any kind
whatsoever, other than those referred to in the Prospectus and liens for taxes
or assessments not yet due and payable.

(aa) The Company has obtained such duly executed legally binding and
enforceable agreements as required by the Representative pursuant to which each
of the Company, its officers and directors and any person or entity deemed to
be an affiliate of the Company (pursuant to the Rules and Regulations) has
agreed not to, directly or indirectly, offer to sell, sell, grant any option
for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber
any of their shares of Common Stock or other securities of the Company (either
pursuant to Rule 144 of the Rules and Regulations or otherwise) or dispose of
any beneficial interest therein for certain periods of up to 24 months
following the effective date of the Registration Statement without the
prior written consent of the Representative. The Company will cause the
Transfer Agent, as defined below, to mark an appropriate legend on the face of
stock certificates representing all of such shares of Common Stock and other
securities of the Company.

(bb) Except as disclosed in the Prospectus, the Company has not incurred
any liability and there are no arrangements or understandings for services in
the nature of a finder's or origination fee with respect to the sale of the
Securities or any other arrangements, agreements, understandings, payments or
issuances with respect to the Company or any of its officers, directors,
employees or affiliates that may adversely affect the Underwriters'
compensation, as determined by the NASD.

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(cc) The Firm Securities have been approved for quotation on the Nasdaq
SmallCap Market of the Nasdaq Stock Market, Inc., subject to official notice of
issuance.

(dd) Neither the Company nor any of its respective officers, employees,
agents or any other person acting on behalf of the Company, has, directly or
indirectly, given or agreed to give any money, gift or similar benefit (other
than legal price concessions to customers in the ordinary course of business)
to any customer, supplier, employee or agent of a customer or supplier, or
official or employee of any governmental agency (domestic or foreign) or
instrumentality of any government (domestic or foreign) or any political party
or candidate for office (domestic or foreign) or other person who was, is, or
may be in a position to help or hinder the business of the Company (or assist
the Company in connection with any actual or proposed transaction) which: (a)
might subject the Company, or any other such person to any damage or penalty in
any civil, criminal or governmental litigation or proceeding (domestic or
foreign); (b) if not given in the past, might have had a materially adverse
effect on the assets, business or operations of the Company; or (c) if not
continued in the future, might adversely affect the assets, business,
operations or prospects of the Company. The Company's internal accounting
controls are sufficient to cause the Company to comply with the Foreign Corrupt
Practices Act 1977, as amended.

(ee) Except as set forth in the Prospectus, no officer, director or
stockholder of the Company, or any "affiliate" or "associate" (as these terms
are defined in Rule 405 promulgated under the Rules and Regulations) of any such
person or entity or the Company, has or has had, either directly or indirectly,
(i) an interest in any person or entity which (A) furnishes or sells services or
products which are furnished or sold or are proposed to be furnished or sold by
the Company, or (B) purchases from or sells or furnishes to the Company any
goods or services, except with respect to the beneficial ownership of not more
than 1% of the outstanding shares of capital stock of any publicly-held entity;
or (ii) a beneficial interest in any contract or agreement to which the Company
is a party or by which it may be bound or affected. Except as set forth in the
Prospectus under "Certain Transactions," there are no existing agreements,
arrangements, understandings or transactions, or proposed agreements,
arrangements, understandings or transactions, between or among the Company, and
any officer, director, or principal stockholder of the Company, or any
affiliate or associate of any such person or entity.

(ff) Any certificate signed by any officer of the Company and delivered to
the Underwriters or to the Underwriters' Counsel shall be deemed a
representation and warranty by the Company to the Underwriters as to the
matters covered thereby.

(gg) The Company has entered into an employment agreement with Stanley H.
Streicher as described in the Prospectus. Unless waived by the Representative,
the Company shall use its reasonable efforts at reasonable cost to maintain a
key-man life insurance policy in the amount of not less than $1,000,000 on the
life of Mr. Streicher, which policy shall be owned by the Company and shall
name the Company as the sole beneficiary thereunder.

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(hh) No securities of the Company have been sold by the Company within the
three years prior to the date hereof, except as disclosed in Part II of the
Registration Statement.

(ii) The minute books of the Company have been made available to
Underwriter's Counsel and contain a complete summary of all meetings and
actions of the Board of Directors and Shareholders of the Company since the
date of its incorporation.

2. Purchase, Sale and Delivery of the Securities and Agreement to Issue
Underwriters' Unit Purchase Option.

(a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company and the Selling Shareholder agrees to sell to each
Underwriter, and each Underwriter, severally and not jointly, agree to purchase
from the Company and the Selling Shareholder at the price per share and the
price per warrant set forth below, that proportion of the number of common
stock and warrants set forth in Schedule I opposite the name of such
Underwriter that such number of common stock and warrants bears to the total
number of Units, subject to such adjustment as the Underwriters in their
discretion shall make to eliminate any sales or purchases of fractional
Securities, plus any additional numbers of shares and warrants which such
Underwriter may become obligated to purchase pursuant to the provisions of
Section 11 hereof.

(b) In addition, on the basis of the representations, warranties, covenants
and agreements, herein contained, but subject to the terms and conditions herein
set forth, the Company and Selling Shareholder hereby grant an option to the
Underwriters, severally and not jointly, to purchase up to an additional 75,000
Shares each and from the Company and 150,000 Redeemable Warrants at the prices
set forth below. The option granted hereby will expire 45 days after the date
of this Agreement, and may be exercised in whole or in part from time to time
only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Firm Securities upon
notice by the Representative to the Company and the Selling Shareholder setting
forth the number of Option Securities as to which the Underwriters are then
exercising the option and the time and date of payment and delivery for such
Option Securities. The Underwriter shall purchase the first 75,000 Shares
from the Selling Shareholder and thereafter, any remaining Option Securities
shall be purchased from the Company. Any such time and date of delivery shall
be determined by the Underwriters, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Date, as defined in paragraph (c) below, unless otherwise agreed to
between the Representative and the Company. In the event such option is
exercised, each of the Underwriters, acting severally and not jointly, shall
purchase such number of Option Securities then being purchased which shall have
been allocated to such Underwriter by the Representative, and which such
Underwriter shall have agreed to purchase, subject in each case to such
adjustments as the Underwriters in their discretion shall make to eliminate any
sales or purchases of fractional Securities. Nothing herein contained shall
obligate the Underwriters to make any over-allotments. No Option Securities
shall be delivered unless the Firm Securities shall be simultaneously delivered
or shall theretofore have been delivered as herein provided.

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<PAGE> 12

(c) Payment of the purchase price for, and delivery of certificates for,
the Firm Securities shall be made at the offices of counsel to the
Representative in Atlanta, Georgia, or at such other place as shall be agreed
upon by the Underwriters and the Company. Such delivery and payment shall be
made at 10:00 a.m. (_________ time) on ____________, 1996 or at such other time
and date as shall be designated by the Representative but not less than three
(3) nor more than five (5) business days after the effective date of the
Registration Statement (such time and date of payment and delivery being
hereafter called "Closing Date"). In addition, in the event that any or all of
the Option Securities are purchased by the Underwriters, payment of the
purchase price for, and delivery of certificates for such Option Securities
shall be made at the above-mentioned office or at such other place and at such
time (such time and date of payment and delivery being hereinafter called
"Option Closing Date") as shall be agreed upon by the Representative and the
Company on each Option Closing Date as specified in the notice from the
Representative to the Company. Delivery of the certificates for the Firm
Securities and the Option Securities, if any, shall be made to the Underwriters
against payment by the Underwriters of the purchase price for the Firm
Securities and the Option Securities, if any, to the order of the Company as
the case may be by certified check in New York Clearing House funds or, at the
election of the Representative, all or a portion of the funds may be paid by
Bank wire transfer of funds or by the Representative's commercial check.
Certificates for the Firm Securities and the Option Securities, if any, shall
be in definitive, fully registered form, shall bear no restrictive legends and
shall be in such denominations and registered in such names as the Underwriters
may request in writing at least two (2) business days prior to Closing Date or
the relevant Option Closing Date, as the case may be. The certificates for the
Firm Securities and the Option Securities, if any, shall be made available to
the Underwriters at the above-mentioned office or such other place as the
Underwriters may designate for inspection, checking and packaging no later than
9:30 a.m. on the last business day prior to Closing Date or the relevant Option
Closing Date, as the case may be.

The purchase price of the Common Stock and Warrants to be paid by each of
the Underwriters, severally and not jointly, to the Company and the Selling
Shareholder for the Units purchased under Clauses (a) and (b) above will be
$_____ per share and $______ per warrant (which price is net of the
Underwriters' discount and commissions). Neither the Company nor the Selling
Shareholder shall be obligated to sell any Securities hereunder unless all Firm
Securities to be sold by the Company and the Selling Shareholder are purchased
hereunder. The Company and the Selling Shareholder each agree to issue and
sell 75,000 shares of the Common Stock and Warrants to the Underwriters in
accordance herewith.

(d) On the Closing Date, the Company shall issue and sell to the
Underwriters, the Underwriters' Purchase Option at a purchase price of $_____,
which Purchase Option shall entitle the holders thereof to purchase an
aggregate of _______ Shares and Warrants. The Underwriter's Purchase Option
shall be exercisable for a period of four (4) years commencing one (1) year
from the closing date of the Registration Statement at an initial exercise
price equal to one hundred twenty percent (120%) of the initial public offering
price of the Shares and Warrants. The Underwriter's

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Purchase Option Agreement and form of Purchase Option Certificate shall be
substantially in the form filed as an Exhibit to the Registration Statement.
Payment for the Underwriters' Purchase Option shall be made on Closing Date.
The Company has reserved and shall continue to reserve a sufficient number of
Shares for issuance upon exercise of the Underwriters' Purchase Option and the
Underwriters' Warrants contained in the Underwriters' Purchase Option.

3. Public Offering of the Securities. As soon after the Registration
Statement becomes effective and as the Representative deems advisable, but in
no event more than three (3) business days after such effective date, the
Underwriters shall make a public offering of the securities (other than to
residents of or in any jurisdiction in which qualification of the Securities is
required and has not become effective) at the price and upon the other terms
set forth in the Prospectus. The Underwriters may allow such concessions and
discounts upon sales to other dealers as set forth in the Prospectus. The
Underwriters may from time to time increase or decrease the public offering
price after distribution of the Securities has been completed to such extent as
the Underwriters, in their sole discretion deem advisable.

4. Covenants of the Company. The Company covenants and agrees with each
of the Underwriters as follows:

(a) The Company shall use its best efforts to cause the Registration
Statement and any amendments thereto to become effective as promptly as
practicable and will not at any time, whether before or after the effective
date of the Registration Statement, file any amendment to the Registration
Statement or supplement to the Prospectus or file any document under the
Exchange Act (i) before termination of the offering of the Securities by the
Underwriters, which the Underwriters shall not previously have been advised and
furnished with a copy, or (ii) to which the Underwriters shall have objected or
(iii) which is not in compliance with the Act, the Exchange Act or the Rules
and Regulations.

(b) As soon as the Company is advised or obtains knowledge thereof, the
Company will advise the Underwriters and confirm by notice in writing: (i) when
the Registration Statement, as amended, becomes effective, if the provisions of
Rule 430A promulgated under the Act will be relied upon, when the Prospectus
has been filed in accordance with said Rule 430A and when any post-effective
amendment to the Registration Statement becomes effective; (ii) of the issuance
by the commission of any stop order or of the initiation, or the threatening of
any proceeding, suspending the effectiveness of the Registration Statement or
any order preventing or suspending the use of the Preliminary Prospectus or the
Prospectus, or any amendment or supplement thereto, or the institution or
proceeding for that purpose; (iii) of the issuance by any state securities
commission of any proceedings for the suspension of the qualification of the
Securities for offering or sale in any jurisdiction or of the initiation, or
the threatening, of any proceeding for that purpose; (iv) of the receipt of any
comments from the Commission; and (v) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information. If the Commission or any state
securities commission or regulatory authority

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<PAGE> 14

shall enter a stop order or suspend such qualification at any time, the Company
will make every effort to obtain promptly the lifting of such order.

(c) The Company shall file the Prospectus (in form and substance
satisfactory to the Underwriters) or transmit the Prospectus by a means
reasonably calculated to result in filing with the Commission pursuant to Rule
424(b)(1) (or, if applicable and if consented to by the Underwriters pursuant
to Rule 424(b)(4)) not later than the Commission's close of business on the
earlier of (i) the second business day following the execution and delivery of
this Agreement and (ii) the fifth business day after the effective date of the
Registration Statement.

(d) The Company will give the Underwriters notice of its intention to file
or prepare any amendment to the Registration Statement (including any
post-effective amendment) or any amendment or supplement to the Prospectus
(including any revised prospectus which the Company proposes for use by the
Underwriters in connection with the offering of the Securities which differs
from the corresponding prospectus on file at the Commission at the time the
Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 424(b) of the Rules and
Regulations), will furnish the Underwriters with copies of any such amendment
or supplement a reasonable amount of time prior to such proposed filing or use,
as the case may be, and will not file any such prospectus to which the
Underwriters or Johnson & Montgomery ("Underwriters' Counsel"), shall
reasonably object.

(e) The Company shall cooperate in good faith with the Underwriters, and
Underwriters' Counsel, at or prior to the time the Registration Statement
becomes effective, in endeavoring to qualify the Firm Securities for offering
and sale under the securities laws of such jurisdictions as the Underwriters
may reasonably designate, and shall cooperate with the Underwriters and
Underwriters' Counsel in the making of such applications, and filing such
documents and shall furnish such information as may be required for such
purpose; provided, however, the Company shall not be required to: (i) qualify
as a foreign corporation or file a general consent to service of process in any
such jurisdiction; or (ii) qualify or "blue sky" in any state which requires a
lock-up of inside securities for a period greater than five (5) years. In each
jurisdiction where such qualification shall be effected, the Company will,
unless the Underwriters agree that such action is not at the time necessary or
advisable, use all reasonable efforts to file and make such statements or
reports at such times as are or may reasonably be required by the laws of such
jurisdiction to continue such qualification.

(f) During the time when the Prospectus is required to be delivered under
the Act, the Company shall use all reasonable efforts to comply with all
requirements imposed upon it by the Act and the Exchange Act, as now and
hereafter amended and by the Rules and Regulations, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealings in
the Securities in accordance with the provisions hereof and the Prospectus, or
any amendments or supplements thereto. If at any time when the Prospectus
relating to the Securities is required to be delivered under the Act, any event
shall have occurred as a result of which, in the opinion of counsel

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for the Company or Underwriters' Counsel, the Prospectus, as then amended
or supplemented, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Act, the Company will notify the Underwriters promptly and
prepare and file with the Commission an appropriate amendment or supplement in
accordance with Section 10 of the Act, each such amendment or supplement to be
reasonably satisfactory to Underwriters' Counsel, and the Company will furnish
to the Underwriters a reasonable number of copies of such amendment or
supplement.

(g) As soon as practicable, but in any event not later than 45 days after
the end of the 12-month period commencing on the day after the end of the
fiscal quarter of the Company during which the effective date of the
Registration Statement occurs (90 days in the event that the end of such fiscal
quarter is the end of the Company's fiscal year), the Company shall make
generally available to its security holders, in the manner specified in Rule
158(b) of the Rules and Regulations, and to the Underwriters, an earnings
statement which will be in such form and detail required by, and will otherwise
comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the
Rules and Regulations, which statement need not be audited unless required by
the Act, covering a period of at least 12 consecutive months after the
effective date of the Registration Statement.

(h) During a period of five (5) years after the date hereof and provided
that the Company is required to file reports with the Commission under Section
12 of the Exchange Act, the Company will provide the Representative's director
Designee or Attendee, as defined herein, copies of the below described
documents prior to release where applicable and will furnish to its
stockholders and to the Underwriter as soon as practicable, annual reports
(including financial statements audited by independent public accountants):

(i) as soon as they are available, copies of all reports (financial or
other) mailed to stockholders;

(ii) as soon as they are available, copies of all reports and financial
statements furnished to or filed with the Commission, the NASD or any
securities exchange;

(iii) every press release and every material news item or article of
interest to the financial community in respect of the Company and any future
subsidiaries or their affairs which was released or prepared by the Company;

(iv) any additional information of a public nature concerning the Company
and any future subsidiaries or their respective businesses which the
Underwriters may reasonably request;

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<PAGE> 16

(v) a copy of any Schedule 13D, 13G, 14D-1, 13E-3 or 13E-4 received or
filed by the Company from time to time.

During such five-year period, if the Company has active subsidiaries, the
foregoing financial statements will be on a consolidated basis to the extent
that the accounts of the Company and its subsidiaries are consolidated, and
will be accompanied by similar financial statements for any significant
subsidiary which is not so consolidated.

(i) For as long as the Company is required to file reports with the
Commission under Section 12 of the Exchange Act, the Company will maintain a
Transfer Agent and a Warrant Agent, which may be the same entity, and, if
necessary under the jurisdiction of incorporation of the Company, a Registrar
(which may be the same entity as the Transfer and Warrant Agent) for its Units,
Class A Common Stock and Redeemable Warrants.

(j) The Company will furnish to the Underwriters or pursuant to the
Underwriters' direction, without charge, at such place as the Underwriters may
designate, copies of each Preliminary Prospectus, the Registration Statement
and any pre-effective or post-effective amendments thereto (two of which copies
will be signed and will include all financial statements and exhibits), the
Prospectus, and all amendments and supplements thereto, including any
prospectus prepared after the effective date of the Registration Statement, in
each case as soon as available and in such quantities as the Underwriters may
reasonably request.

(k) Neither the Company, nor its officers or directors, nor affiliates of
any of them (within the meaning of the Rules and Regulations) will take,
directly or indirectly, any action designed to, or which might in the future
reasonably be expected to cause or result in, stabilization or manipulation of
the price of any securities of the Company.

(1) The Company shall apply the net proceeds from the sale of the
Securities in the manner, and subject to the provisions, set forth under "Use
of Proceeds" in the Prospectus. No portion of the net proceeds will be used
directly or indirectly to acquire any securities issued by the Company.

(m) The Company shall timely file all such reports, forms or other
documents as may be required (including but not limited to a Form SR as may be
required pursuant to Rule 463 under the Act) from time to time, under the Act,
the Exchange Act, and the Rules and Regulations, and all such reports, forms
and documents filed will comply as to form and substance with the applicable
requirements under the Act, the Exchange Act, and the Rules and Regulations.

(n) The Company shall furnish to the Underwriters as early as practicable
prior to each of the date hereof, the Closing Date and each Option Closing
Date, if any, but no later than two (2) full business days prior thereto, a
copy of the latest available unaudited consolidated interim financial
statements of the Company (which in no event shall be as of a date more than
forty-five (45)

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<PAGE> 17

days prior to the date of the Registration Statement) which have been read by
the Company's inde-pendent public accountants, as stated in their letters to be
furnished pursuant to Section 6(k) hereof.

(o) For a period of five (5) years from the Closing Date (or such earlier
date if the Representative has exercised the Underwriters' Purchase Option
Agreement), the Company shall furnish to the Underwriters at the Company's sole
expense, (i) daily consolidated transfer sheets relating to the Securities upon
the Representative's reasonable request; (ii) a list of holders of Securities
upon the Representative's reasonable request; (iii) a list of, if any, the
securities positions of participants in the Depository Trust Company upon the
Representative's reasonable request.

(p) For a period of five (5) years after the effective date of the
Registration Statement (or such earlier date if the Representative has exercised
the Underwriting Purchase Option Agreement), the Company shall use its best
efforts to cause one (1) individual (the "Designee") selected by the
Representative to be elected to the Board of Directors of the Company (the
"Board"), if requested by the Representative. Alternatively, the Representative
shall be entitled to appoint an individual who shall be permitted to attend all
meetings of the Board (the "Attendee") and to receive all notices and other
correspondence and communications sent by the Company to members of the Board.
Upon election to the Board, the Designee shall be entitled to call special
meetings of the Board and to serve on the Audit and Compensation Committees.
The Designee may be removed by the Board only for "justifiable cause" as that
term is defined in the Employment Contract between the Company and Stanley
Streicher. The number of Board members may be increased from time to time up to
five (5) members. Any Nominee for directorship (including re-election to
another term) shall be approved by the Representative prior to his or her
election. The Company shall reimburse the Representative's Designee or
Attendee for his or her out-of-pocket expenses reasonably incurred and
authorized in advance by the Company in connection with his or her attendance of
the Board meetings and a fee of $1,000 per month. The Designee or Attendee
shall also be entitled to participate in any Stock Option Plans of the Company
for non-employees. To the extent permitted by law, the Company agrees to
indemnify and hold the Designee (as a director or Attendee) and the
Representative harmless against any and all claims, actions, awards and
judgements arising out of his or her service as a director or Attendee and in
the event the Company maintains a liability insurance policy affording coverage
for the action of its officer and directors, to include such Designee and the
Representative as an insured under such policy.

(q) For a period equal to the lesser of (i) five (5) years from the date
hereof, or (ii) the sale to the public of the Warrant Shares, the Company will
not take any action or actions which may prevent or disqualify the Company's
use of Forms S-1 or, if applicable, S-2 and S-3 (or other appropriate form) for
the registration under the Act of the Warrant Shares.

(r) For a period of five (5) years from the date hereof, the Company shall
use its best efforts at its cost and expense to maintain the listing of the
Firm Securities on the Nasdaq SmallCap Market or NASDAQ National Market System
if the Company meets all of the necessary qualifications.

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(s) On or before the effective date of the Registration Statement, the
Company shall retain or make arrangements to retain a financial public
relations firm reasonably satisfactory to the Representative which shall be
continuously engaged from such engagement date to a date 24 months from the
effective date of the Registration Statement. Upon the expiration of such two
(2) year period, such engagement shall continue until the expiration of any
lock-up period provided for in the Lock-Up Agreements of Mr. Stanley Streicher
subject to the Company's right to terminate any such firm with the consent of
the Underwriter's director Designee or Attendee. Further, the Company shall
engage for a period of two years at least three firms (one of which shall be
the Representative and one of which shall be Standard & Poor's Stock Reports
Professional Edition) which are reasonably acceptable to the Representative to
provide industry research and advice to the Company. Upon the expiration of
such two-year period, such engagement shall continue until the expiration of
any lock-up period provided hereunder, subject
to the Company's right to terminate any such firm with the consent of the
Underwriters' director designee.

(t) The Company shall (i) file a Form 8-A with the Commission providing
for the registration under the Exchange Act of the Securities and (ii) promptly
take all necessary and appropriate actions to be included in Standard and
Poor's Corporation Descriptions and/or Moody's OTC Manual and to continue such
inclusion for a period of not less than five (5) years, as soon as practicable,
but in no event more than five (5) business days' after the effective date of
the Registration Statement.

(u) Following the Effective Date of the Registration Statement and for a
period of five (5) years thereafter (or such earlier date if the Representative
has exercised the Underwriters' Purchase Option Agreement), the Company shall,
at its sole cost and expense, prepare and file such blue sky trading
applications with such jurisdictions as the Representative may reasonably
request after consultation with the Company, and on the Representative's
request, furnish the Underwriters with a secondary trading survey prepared by
securities counsel to the Company.

(v) The Company shall not amend or alter any term of any written
employment agreement nor Lock-Up Agreement between the Company and any
executive officer, during the term thereof, in a manner more favorable to such
employee, without the express written consent of the Representative.

(w) Until the completion of the distribution of the Securities, the
Company shall not without the prior written consent of the Representative and
Underwriters' Counsel, which consent shall not be unreasonably withheld, issue,
directly or indirectly, any press release or other communication or hold any
press conference with respect to the Company or its activities or the offering
contemplated hereby, other than trade releases issued in the ordinary course of
the Company's business consistent with past practices with respect to the
Company's operations.

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(x) Commencing one (1) year from the date hereof, upon the exercise of
any Warrant, the exercise of which was solicited by the Underwriters in
accordance with the applicable rules and regulations of the NASD prevailing at
the time of such solicitation, the Company shall pay to the soliciting
Underwriter a fee of 5% of the aggregate exercise price of such Warrant (the
"Warrant Solicitation Fee") within five (5) business days of such exercise, so
long as the Underwriters provided bona fide services in exchange for the
Warrant Solicitation Fee and the Underwriters have been specifically designated
in writing by the holders of the Warrants as the broker. The Company further
agrees that it will not solicit the exercise of any Warrant other than through
the Underwriters, unless either: (i) the Underwriters cannot legally solicit
the exercise of the Warrants at the time of such solicitation; (ii) the
Representative declines, in writing, to solicit the exercise of the Warrants
within five (5) business days of such a written request by the Company; or
(iii) the Representative consents to the solicitation of the exercise of the
Warrants by the Company or another entity.

(y) The Company will use its best efforts to maintain its registration
under the Exchange Act in effect for a period of five (5) years from the
Closing Date.

(z) For a period of five (5) years commencing on the Closing Date (or
such earlier date if the Representative has exercised the Underwriters'
Purchase Option Agreement), except with the written consent of the
Underwriters, which consent shall not be unreasonably withheld, the Company
will not issue or sell, directly or indirectly, any shares of its capital
stock, or sell or grant options, or warrants or rights to purchase any shares
of its capital stock, except pursuant to (i) this Agreement, (ii) the Purchase
Option and the Underwriters' Warrants, (iii) warrants and options of the
Company heretofore issued and described in the Prospectus, and (iv) the grant
of options and the issuance of shares issued upon exercise of options issued or
to be issued under the Company's stock option plan which is described in the
Prospectus; except that, during such period, the Company may (i) issue
securities to Mr. Streicher pursuant to his employment agreement, (ii) issue up
to_________ shares pursuant to certain stock options as is described in the
Prospectus, and (iii) issue securities in connection with an acquisition,
merger or similar transaction, provided that such securities are not publicly
registered and the acquirer of the securities is not granted registration
rights with respect thereto which are effective prior to 24 months after the
Closing Date and until the Underwriter's Purchase Option is exercised, the
Underwriter grants its consent. Notwithstanding anything to the contrary set
forth in the prior sentence, the Company may not issue any class or series of
Preferred Stock for a period of 24 months from the Closing Date without the
unanimous vote or consent of all members of the Board of Directors of the
Company. Prior to the Closing Date, the Company will not issue any options or
warrants without the prior written consent of the Underwriters.

(aa) The Company will not file any registration statement relating to the
offer or sale of any of the Company's securities, including any registration
statement on Form S-8, during the 12 months following the Closing Date without
the Underwriters' prior written consent.

(bb) Subsequent to the dates as of which information is given in the
Registration Statement and Prospectus and prior to the Closing Dates, except as
disclosed in or contemplated by

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the Registration Statement and Prospectus, (i) the Company will not have
incurred any liabilities or obligations, direct or contingent, or entered into
any material transactions other than in the ordinary course of business; (ii)
there shall not have been any change in the capital stock, funded debt (other
than regular repayments of principal and interest on existing indebtedness) or
other securities of the Company, any adverse change in the condition (financial
or other), business, operations, income, net worth or properties, including any
loss or damage to the properties of the Company (whether or not such loss is
insured against), which could adversely affect the condition (financial or
other), business, operations, income, net worth or properties of
the Company; and (iii) the Company shall not pay or declare any dividend or
other distribution on its Common Stock or its other securities or redeem or
repurchase any of its Common Stock or other securities.

(cc) The Company, for a period of five (5) years following the Closing
Date (or such earlier date if the Representative has exercised the
Underwriters' Purchase Option Agreement), shall not redeem any of its
securities, and shall not pay any dividends or make any other cash distribution
in respect of its securities in excess of the amount of the Company's current
or retained earnings derived after the Closing Date without obtaining the
Underwriters' prior written consent, which consent shall not be unreasonably
withheld. The Underwriters shall either approve or disapprove such
contemplated redemption of securities or dividend payment or distribution
within five (5) business days from the date the Underwriters receive written
notice of the Company's proposal with respect thereto; a failure of the
Underwriters to respond within the five (5) business day period shall be deemed
approval of the transaction.

(dd) The Company maintains and will continue to maintain a system of
internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary in order to
permit preparation of financial statements in accordance with generally
accepted accounting principles and to maintain accountability for assets; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences, and (v) all quarterly reports filed on Form
10Q shall be reviewed by the Company's accountant in accordance with SAS 71,
and (vi) no default has occurred under the terms and conditions of the
Employment Agreement of the Selling Shareholder.

(ee) The Company, for a period of five (5) years following the Closing
Date (or such earlier date if the Representative has exercised the
Underwriters' Purchase Option Agreement), shall implement the following
procedures:

(i) Sixty days prior to fiscal year end, the President will
present to the Board of Directors a business plan to be adopted by the Board of
Directors at fiscal year end. The business plan will include the following:

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a) monthly projections - including balance sheet, profit/loss
statement and cash flow statements with underlying assumptions

b) upon board approval, this document becomes the annual
budget

(ii) No later than the 20th day of each month, the Company will
provide the Board with comparative financial statements for the previous month
showing actual balance sheet, profit/loss and cash flow vs. budget with written
explanations for deviation in excess of $50,000 or 10% of line item presented.

(iii) Monthly Board meetings (which may be by telephone) by the 25th
of each month to include discussion of the Monthly Report and approval of any
changes to the business plan based on change of circumstances.

(iv) Implementation of a compensation committee, which will be
headed by an outside director, to make recommendations to the Board for
compensation for all outside consultants, officers and outside directors.

(v) Implementation of an audit committee which will be headed by an
outside director.

(ff) For a period of two (2) years from the Closing Date, the
Representative shall have the right of first refusal to act as the Underwriter
and Manager of any public offering of the Company's securities on such terms
and conditions similar to any other proposal received from another Underwriter.
The Representative shall notify the Company within sixty (60) days of receipt
of written notice of its election to accept or reject the underwriting.

If the Right of First Refusal is declined by the Representative and
the Representative's Purchase Option remains outstanding, the Representative, if
requested by the Company, will modify its right to approve the members of the
Board of Directors described in Section 3(p) above if the following conditions
are met:

(i) The offering is for equity securities and is for a minimum
amount of $15,000,000; and

(ii) The proposed Underwriter is approved by the Representative; and

(iii) The structure of the proposed underwriting is approved by the
Representative; and

(iv) The price of the common stock (or conversion price if preferred
stock is offered) equals or exceeds the Warrant conversion price; and

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(v) The offering is closed; and

(vi) The approval of the number of Board members remains at least
40% of the Board.

5. Payment of Expenses.

(a) The Company hereby agrees to pay on each of the Closing Date and the
Option Closing Date (to the extent not paid at the Closing Date) all expenses
and fees (other than fees of Underwriters' Counsel, except as provided in (iv)
below) incident to the performance of the obligations of the Company under this
Agreement, including, without limitation: (i) the fees and expenses of
accountants and counsel for the Company; (ii) all costs and expenses incurred
in connection with the preparation, duplication, printing, filing, delivery and
mailing (including the payment of postage with respect thereto) of the
Registration Statement and the Prospectus and any amendments and supplements
thereto and the printing, mailing and delivery of this Agreement, the Selected
Dealer Agreements, the Agreement Among Underwriters, Underwriters
Questionnaires, Powers of Attorney and related documents, including the cost of
all copies thereof and of the Preliminary Prospectuses and of the Prospectus
and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as hereinabove stated; (iii) the printing, engraving, issuance
and delivery of the Firm Securities including any transfer or other taxes
payable thereon; (iv) disbursements and fees of Underwriters' Counsel in
connection with the qualification of the Securities under state or foreign
securities or "Blue Sky" laws and determination of the status of such
securities under legal investment laws, including the costs of printing and
mailing the "Preliminary Blue Sky Memorandum," the "Supplemental Blue Sky
Memorandum" and "Legal Investments Survey," if any, which Underwriters' Counsel
blue sky fees (exclusive of filing fees and disbursements) shall not exceed
$25,000 without the consent of the Company; (v) advertising costs and expenses,
including but not limited to costs and expenses in connection with the "road
show," information meetings and presentations, and prospectus memorabilia all
of which costs and expenses shall be approved in advance by the Company; (vi)
costs and expenses in connection with due diligence investigations up to
$2,500, including, but not limited to, the fees of any independent counsel or
consultant retained; (vii) fees and expenses of the transfer agent; (viii) the
fees payable to the NASD; (ix) the fees and expenses incurred in connection
with the listing of the Securities on the Nasdaq SmallCap Market and any other
fees for application and admission to a registered Stock Exchange for which the
Underwriter requires the Company to register its Securities; and (x) fees and
expenses for any tombstone advertisements reasonably requested by the
Representative and Closing Binders. All fees and expenses payable to the
Underwriters shall be payable at the Closing Date or Option Closing Date, as
applicable.

(b) If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 6, Section 10(a) or Section 12, the Company shall
reimburse and indemnify the Underwriters for all of their out-of-pocket
expenses reasonably incurred in connection with the transactions contemplated
hereby including the fees and disbursements of counsel for the

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Underwriters and the hourly fees and expenses of the Representative employees
and agents in accordance with the terms of the Letter Agreement between the
Company and the Representative dated______________.

(c) The Company and the Selling Shareholder further agree that, in
addition to the expenses payable pursuant to subsection (a) of this Section 5,
they will pay to the Underwriters a non-accountable expense allowance equal to
three percent (3%) of the gross proceeds received by the Company and the
Selling Shareholder from the sale of the Firm Securities $___________ of which
has been paid to date to the Underwriters. The Company and the Selling
Shareholder will pay the remainder of the non-accountable expense allowance on
the Closing Date by direct payment to third parties for fees and expenses
including, but not limited to, fees and expenses of Underwriter's Counsel and
the balance by deduction from the proceeds of the offering contemplated herein.
In the event the Underwriters elect to exercise the over-allotment option
described in Section 2(b) hereof, the Company further agrees to pay to the
Underwriters on the Option Closing Date (by deduction from the proceeds of the
offering) a non-accountable expense allowance equal to three percent (3%) of
the gross proceeds received by the Company from the sale of the Option
Securities.

6. Conditions of the Underwriters' Obligations. The obligations of the
Underwriters hereunder shall be subject to the continuing accuracy of the
representations and warranties of the Company herein as of the Closing Date and
each Option Closing Date, if any, as if they had been made on and as of the
Closing Date or each Option Closing Date, as the case may be; the accuracy on
and as of the Closing Date or Option Closing Date, if any, of the statements of
officers of the Company made pursuant to the provisions hereof; and the
performance by the Company on and as of the Closing Date and each Option
Closing Date, if any, of each of its covenants and obligations hereunder and to
the following further conditions:

(a) The Registration Statement shall have become effective not later than
5:00 P.M., _________ time, on the date of this Agreement or such later date and
time as shall be consented to in writing by the Underwriters, and, at Closing
Date and each Option Closing Date, if any, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or shall be pending or
contemplated by the Commission and any request on the part of the Commission
for additional information shall have been complied with to the reasonable
satisfaction of Underwriter and Underwriters' Counsel. If the Company has
elected to rely upon Rule 430A of the Rules and Regulations, the price of the
Securities and any price-related information previously omitted from the
effective Registration Statement pursuant to such Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules
and Regulations within the prescribed time period, and prior to the Closing
Date the Company shall have provided evidence satisfactory to the Underwriters
of such timely filing, or a post-effective amendment providing such information
shall have been promptly filed and declared effective in accordance with the
requirements of Rule 430A of the Rules and Regulations.

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<PAGE> 24

(b) The Underwriters shall not have advised the Company that the
Registration Statement, or any amendment thereto, contains an untrue statement
of fact which, in the Underwriters' opinion, is material or omits to state a
fact which, in the Underwriters' opinion, is material and is required to be
stated therein or is necessary to make the statements therein not misleading,
or that the Prospectus, or any supplement thereto, contains an untrue statement
of fact which, in the Underwriters' reasonable opinion, is material, or omits
to state a fact which, in the Underwriters' reasonable opinion, is material and
is required to be stated therein or is necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

(c) On or prior to the Closing Date and each Option Closing Date, as the
case may be, the Underwriters shall have received from Underwriters' Counsel,
such opinion or opinions with respect to the organization of the Company the
validity of the Securities, the Registration Statement, the Prospectus and
other related matters as the Underwriters reasonably may request and such
counsel shall have received such papers and information as they request to
enable them to pass upon such matters.

(d) At the Closing Date and the Option Closing Date the Underwriters shall
have received the favorable opinion of Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A., counsel to the Company, dated the Closing Date, or
Option Closing Date, as the case may be, addressed to the Underwriter and in
form and substance satisfactory to Underwriters' Counsel, to the effect that:

(i) The Company: (A) has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Florida with full
corporate power and authority to own and operate its properties and to carry on
its business as set forth in the Registration Statement and Prospectus; (B) to
the best of our knowledge, the Company is duly licensed or qualified as a
foreign corporation in all jurisdictions in which by reason of maintaining an
office in such jurisdiction or by owning or leasing real property in such
jurisdiction it is required to be so licensed or qualified except where failure
to be so qualified or licensed would have no material adverse effect; and (C)
to the best of our knowledge, the Company has not received any notice of
proceedings relating to the revocation or modification of any such license or
qualification.

(ii) The Registration Statement, each Preliminary Prospectus that has been
circulated and the Prospectus and any post-effective amendments or supplements
thereto (other than the financial statements, schedules and other financial and
statistical data included therein, as to which no opinion need be rendered)
comply as to form in all material respects with the requirements of the Act and
Regulations and the conditions for use of a registration statement on Form SB-2
have been satisfied by the Company. Such counsel shall state that such counsel
has participated in conferences with officers and other representatives of the
Company, representatives of the independent public accountants for the Company
and representatives of the Underwriters at which the contents of the
Registration Statement, the Prospectus and related matters were discussed and,
although such counsel

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<PAGE> 25

is not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and Prospectus, on the basis of the foregoing, no facts have come to
the attention of such counsel which lead them to believe that either the
Registration Statement or any amendment thereto at the time such Registration
Statement or amendment became effective or the Prospectus as of the date of
such opinion contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or to make the statements
therein in light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no opinion with
respect to the financial statements and schedules and other financial and
statistical data included in the Registration Statement or Prospectus or with
respect to statements or omissions made therein in reliance upon information
furnished in writing to the Company on behalf of any Underwriter expressly
for use in the Registration Statement or the Prospectus).

(iii) To the best of such counsel's knowledge, except as described in the
Prospectus, the Company does not own an interest of a character required to be
disclosed in the Registration Statement in any corporation, partnership, joint
venture, trust or other business entity;

(iv) To the best of such counsel's knowledge, the Company has a duly
authorized, issued and outstanding capitalization as set forth in the
Prospectus as of the date indicated therein, under "Capitalization." The
Shares, Redeemable Warrants, the Purchase Option, the Underwriters' Warrants,
and the Warrant Shares conform in all material respects to all statements with
respect thereto contained in the Registration Statement and the Prospectus.
All issued and outstanding securities of the Company have been duly authorized
and validly issued and are fully paid and non-assessable; the holders thereof,
to counsel's best knowledge, are not subject to personal liability by reason of
being such holders, and none of such securities were issued in violation of the
preemptive rights of any holder of any security of the Company. The Securities
to be sold by the Company hereunder, the Purchase Option to be sold by the
Company and the Selling Shareholder under the Underwriter's Purchase Option
Agreement and Underwriters' Warrant and the Warrant Shares are not, to the best
of such counsel's knowledge, subject to any preemptive or other similar rights
of any stockholder, have been duly authorized and, when issued, paid for and
delivered in accordance with the terms hereof, will be validly issued, fully
paid and non-assessable and conform to the description thereof contained in the
Prospectus; that the holders of the Common Stock shall not be personally liable
for the payment of the Company's debts solely by reason of being such holders
except as they may be liable by reason of their own conduct or acts; and that
the certificates representing the Shares, Redeemable Warrants, Purchase Option,
the Underwriters' Shares, and the Underwriters' Warrants are in due and proper
legal form.

(v) The issuance of the Shares, Redeemable Warrants and the Warrant Shares
have been duly authorized and when issued and paid for in accordance with this
Agreement and the Warrant Agreement, respectively, will be validly issued,
fully paid and non-assessable securities of the Company. The holders of the
Securities when issued and paid for, will not be subject to personal liability
by reason of being such holders. The Securities are not and will not be
subject

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<PAGE> 26

to the preemptive or similar contractual rights of any shareholder of the
Company. All corporate action required to be taken for the authorization,
issuance and sale of the Securities has been duly and validly taken. The
certificates representing the Shares and Redeemable Warrants are in due and
proper form. Upon delivery of the Shares to the Underwriters against payment
therefor as provided for in this Agreement, the Underwriters (assuming they are
bona fide purchasers within the meaning of the Uniform Commercial Code) will
acquire good title to the shares and warrants, free and clear of all liens,
encumbrances, equities, security interests and claims.

(vi) The Registration Statement is effective under the Act, and, if
applicable, filing of all pricing information has been timely made in the
appropriate form under Rule 430A, and, to the best of such counsel's knowledge,
no stop order suspending the effectiveness of the Registration Statement has
been issued and to the best of such counsel's knowledge, no proceedings for
that purpose have been instituted or are pending or threatened or contemplated
under the Act.

(vii) To the best of such counsel's knowledge, (A) there are no material
contracts or other documents required to be described in the Registration
Statement and the Prospectus and filed as exhibits to the Registration
Statement other than those described in the Registration Statement and the
Prospectus and filed as exhibits thereto, and (B) the descriptions in the
Registration Statement and the Prospectus and any supplement or amendment
thereto regarding such material contracts or other documents to which the
Company is a party or by which it is bound, are accurate in all material
respects and fairly represent the information required to be shown by Form SB-2
and the Rules and Regulations.

(viii) This Agreement, the Underwriters Purchase Option Agreement, the
Warrant Agreement, and the Financial Consulting Agreement have each been duly
and validly authorized, executed and delivered by the Company, and assuming
that it is a valid and binding agreement of the Underwriters, so as the case
may be, constitutes a legal, valid and binding agreement of the Company
enforceable as against the Company in accordance with its respective terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors rights and the application of
equitable principles in any action, legal or equitable, and except as rights to
indemnity or contribution may be limited by applicable law or pursuant to
public policy).

(ix) Neither the execution or delivery by the Company of this Agreement,
the Underwriter's Purchase Option Agreement, and the Warrant Agreement, nor its
performance hereunder or thereunder, nor its consummation of the transactions
contemplated herein or therein, nor the conduct of its business as described in
the Registration Statement, the Prospectus, and any amendments or supplements
thereto, nor the issuance of the securities conflicts with or will conflict
with or results or will result in any breach or violation of any of the terms
or provisions of, or constitutes or will constitute a material default under,
or result in the creation or imposition of any material lien, charge, claim,
encumbrance, pledge, security interest, defect or other restriction or

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equity of any kind whatsoever upon any property or assets (tangible or
intangible) of the Company pursuant to the terms of (A) the Articles of
Incorporation of the Company, (B) to the best knowledge of such counsel, any
indenture, mortgage, deed of trust, voting trust agreement, stockholders
agreement, note, loan or credit agreement or any other agreement or instrument
that is material to the Company and (i) to which the Company is a party or by
which it may be bound or (ii) to which its properties or assets (tangible or
intangible) is or may be subject, or (iii) any indebtedness, or (C) to the best
knowledge of such counsel, and except to the extent it would not have a
material adverse effect on the Company, any statute, judgment, decree, order,
rule or regulation applicable to the Company of any arbitrator, court,
regulatory body or administrative agency or other governmental agency or body,
having jurisdiction over the Company or any of its respective activities or
properties.

(x) No consent, approval, authorization or order, and no filing with, any
court, regulatory body, government agency or other body, (other than such as
may be required under state securities laws, as to which no opinion need be
rendered) is required in connection with the issuance by the Company of the
Securities pursuant to the Prospectus and the Registration Statement, the
performance of this Agreement, the Underwriters' Purchase Option Agreement, the
Financial Consulting Agreement and the Warrant Agreement by the Company, and
the taking of any action by the Company contemplated hereby or thereby, which
has not been obtained.

(xi) Except as described in the Prospectus, to the best knowledge of such
counsel, the Company is not in breach of, or in default under, any material
term or provision of any indenture, mortgage, installment sale agreement, deed
of trust, lease, voting trust agreement, stockholders' agreement, note, loan or
credit agreement or any other agreement or instrument evidencing an obligation
for borrowed money, or any other agreement or instrument to which the Company
is a party or by which the Company may be bound or to which any of the property
or assets (tangible or intangible) of the Company is subject or affected; and
the Company is not in violation of any material term or provision of its
Articles of Incorporation or in violation of any material franchise, license,
permit, judgment, decree, order, statute, rule or regulation material to the
Company business.

(xii) The statements in the Prospectus under the headings "BUSINESS,"
"MANAGEMENT," "PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS," "CERTAIN
TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES AVAILABLE FOR FUTURE
SALE" have been reviewed by such counsel, and insofar as they refer to
statements of law, descriptions of statutes, licenses, rules or regulations or
legal conclusions, are correct in all material respects.

(xiii) To the best of such counsel's knowledge, except as described in the
Prospectus, no person, corporation, trust, partnership, association or other
entity holding securities of the Company has the contractual right to include
and/or register any securities of the Company in the Registration Statement,
require the Company to file any registration statement or, if filed, to include
any security in such registration statement for eighteen months from the date
hereof.

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(xiv) After the public offering, the Securities will be eligible for
listing on the Nasdaq SmallCap Market.

In rendering such opinion such counsel may rely, (A) as to matters
involving the application of laws other than the laws of the United States, the
corporate laws of Florida and jurisdictions in which they are admitted, to the
extent such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and in substance reasonably
satisfactory to Underwriters' Counsel) of other counsel reasonably acceptable
to Underwriters' Counsel, familiar with the applicable laws, and (B) as to
matters of fact, to the extent they deem proper, on certificates and written
statements of responsible officers of the Company and certificates or other
written statements of officers of departments of various jurisdictions having
custody of documents respecting the corporate existence or good standing of the
Company; provided, that copies of any such statements or certificates shall be
delivered to Underwriters' Counsel if requested. The opinion of such counsel
for the Company shall state that the opinion of any such other counsel is in
form satisfactory to such counsel and, in their opinion, the Underwriters and
they are justified in relying thereon.

(e) At each Option Closing Date, if any, the Underwriters shall have
received the favorable opinion of counsel to the Company, each dated the Option
Closing Date, addressed to the Underwriters and in form and substance
satisfactory to Underwriters' Counsel confirming as of Option Closing Date the
statements made by such firm, in their opinion, delivered on the Closing Date.

(f) On or prior to each of the Closing Date and the Option Closing Date,
Underwriters' Counsel shall have been furnished such documents, certificates
and opinions as they may reasonably require for the purpose of enabling them to
review or pass upon the matters referred to in subsection (c) of this Section
6, or in order to evidence the accuracy, completeness or satisfaction of any of
the representations, warranties or conditions herein contained.

(g) Prior to the Closing Date and each Option Closing Date, if any: (i)
there shall have been no material adverse change nor development involving a
prospective change in the condition, financial or otherwise, prospects or the
business activities of the Company, whether or not in the ordinary course of
business, from the latest dates as of which such condition is set forth in the
Registration Statement and Prospectus; (ii) there shall have been no
transaction, not in the ordinary course of business, entered into by the
Company, from the latest date as of which the financial condition of the
Company is set forth in the Registration Statement and Prospectus which is
materially adverse to the Company; (iii) the Company shall not be in material
default under any provision of any instrument relating to any outstanding
indebtedness; (iv) no material amount of the assets of the Company shall have
been pledged or mortgaged, except as set forth in the Registration Statement
and Prospectus; (v) no action, suit or proceeding, at law or in equity, shall
have been pending or to its knowledge threatened against the Company, or
affecting any of its properties or businesses before or by any court or
federal, state or foreign commission, board or other

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<PAGE> 29

administrative agency wherein an unfavorable decision, ruling or finding may
materially adversely affect the business, operations, prospects or financial
condition or income of the Company, except as set forth in the Registration
Statement and Prospectus; and (vi) no stop order shall have been issued under
the Act and no proceedings therefor shall have been initiated, threatened or
contemplated by the Commission.

(h) At the Closing Date and each Option Closing Date, if any, the
Underwriters shall have received a certificate of the Company signed by the
principal executive officer and by the chief financial or chief accounting
officer of the Company, dated the Closing Date or Option Closing Date, as the
case may be, to the effect that:

(i) The representations and warranties of the Company in this Agreement
are true and correct, as if made on and as of the Closing Date or the Option
Closing Date, as the case may be, and the Company has complied with all
agreements and covenants and satisfied all conditions contained in this
Agreement on its part to be performed or satisfied at or prior to such Closing
Date or Option Closing Date, as the case may be;

(ii) No stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose have been
instituted or are pending or, to the best of each of such person's knowledge,
are contemplated or threatened under the Act;

(iii) The Registration Statement and the Prospectus and, if any, each
amendment and each supplement thereto, contain all statements and information
required to be included therein, and none of the Registration Statement, the
Prospectus nor any amendment or supplement thereto includes any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and neither the
Preliminary Prospectus nor any supplement thereto includes any untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and

(iv) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus and except as otherwise
contemplated therein: (A) the Company has not incurred up to and including the
Closing Date or the Option Closing Date as the case may be, other than in the
ordinary course of its business, any material liabilities or obligations,
direct or contingent; (B) the Company has not paid or declared any dividends or
other distributions on its capital stock; (C) the Company has not entered into
any transactions not in the ordinary course of business; (D) there has not been
any change in the capital stock or any increase in long-term debt or any
increase in the short-term borrowings (other than any increase in the short
term borrowings in the ordinary course of business) of the Company; (E) the
Company has not sustained any material loss or damage to its property or
assets, whether or not insured; (F) there is no litigation which is

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<PAGE> 30
pending or threatened against the Company which is required to be set forth in
an amended or supplemented Prospectus which has not been set forth;

(v) Neither the Company nor any of its officers or affiliates shall
have taken, and the Company, its officers and affiliates will not take,
directly or indirectly, any action designed to, or which might reasonably be
expected to, cause or result in the stabilization or manipulation of the price
of the Company's securities to facilitate the sale or resale of the Shares.

References to the Registration Statement and the Prospectus in this
subsection (i) are to such documents as amended and supplemented at the date of
such certificate.

(i) By the Closing Date, the Underwriters shall have received clearance
from NASD as to the amount of compensation allowable or payable to the
Underwriters, as described in the Registration Statement.

(j) At the time this Agreement is executed, the Representative shall
have received a letter, dated such date, addressed to the Representative in
form and substance satisfactory in all respects (including the non-material
nature of the changes or decreases, if any, referred to in clause (iii) below)
to the Underwriters, from Arthur Andersen, LLP:

(i) confirming that they are independent public accountants with
respect to the Company within the meaning of the Act and the applicable Rules
and Regulations;

(ii) stating that it is their opinion that the combined financial
statements and supporting schedules of the Company included in the Registration
Statement comply as to form in all material respects with the applicable
accounting requirements of the Act and the Rules and Regulations thereunder and
that the Underwriters may rely upon the opinion of Arthur Andersen, LLP with
respect to the financial statements and supporting schedules included in the
Registration Statement;

(iii) stating that, on the basis of a limited review which included a
reading of the latest available unaudited interim combined financial statements
of the Company (with an indication of the date of the latest available
unaudited interim combined financial statements), a reading of the latest
available minutes of the stockholders and board of directors and the various
committees of the boards of directors of the Company, consultations with
officers and other employees of the Company responsible for financial and
accounting matters and other specified procedures and inquiries, nothing has
come to their attention which would lead them to believe that (A) the unaudited
combined financial statements and supporting schedules of the Company included
in the Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the Rules and
Regulations or are not fairly presented in conformity with generally accepted
accounting principles applied on a basis substantially consistent with that of
the audited combined financial statements of the Company included in the
Registration

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Statement, or (B) at a specified date not more than five (5) days prior to the
effective date of the Registration Statement, there has been any change in the
capital stock or long-term debt of the Company, or any decrease in the
stockholders' equity or net current assets or net assets of the Company as
compared with amounts shown in the financial statements included in the
Registration Statement, other than as set forth in or contemplated by the
Registration Statement, or, if there was any change or decrease, setting forth
the amount of such change or decrease, and (C) during the period from July 31,
1996 to a specified date not more than five (5) days prior to the Registration
Statement, there was any decrease in net revenues, net earnings or increase in
net earnings per common share of the Company, in each case as compared with the
corresponding period beginning July 31, 1996 other than as set forth in or
contemplated by the Registration Statement, or, if there was any such decrease,
setting forth the amount of such decrease;

(iv) setting forth, at a date not later than five (5) days prior to the
date of the Registration Statement, the amount of liabilities of the Company
(including a breakdown of commercial paper and notes payable to banks);

(v) stating that they have compared specific dollar amounts, numbers of
Securities, percentages of revenues and earnings, statements and other
financial information pertaining to the Company set forth in the Prospectus in
each case to the extent that such amounts, numbers, percentages, statements and
information may be derived from the general accounting records, including work
sheets, of the Company and excluding any questions requiring an interpretation
by legal counsel, with the results obtained from the application of specified
readings, inquiries and other appropriate procedures (which procedures did not
constitute an examination in accordance with generally accepted auditing
standards) set forth in the letter and found them to be in agreement; and

(vi) stating that they have not during the immediately preceding one
(1) year period brought to the attention of the Company's management any
"weakness," as defined in Statement of Auditing Standard No. 60 "Communication
of Internal Control Structure Related Matters Noted in an Audit," in the
Company's internal controls;

(vii) stating that they have in addition carried out certain specified
procedures, not constituting an audit, with respect to certain pro forma
financial information which is included in the Registration Statement and the
Prospectus and that nothing has come to their attention as a result of such
procedures that caused them to believe such unaudited pro forma financial
information does not comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to the historical amounts
in the compilation of that information, and;

(viii) statements as to such other matters incident to the transaction
contemplated hereby as the Underwriters may reasonably request.

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(k) At the Closing Date and each Option Closing Date, the Underwriters
shall have received from Arthur Andersen, LLP, a letter, dated as of the
Closing Date, or Option Closing Date, as the case may be, to the effect that
they reaffirm that statements made in the letter furnished pursuant to
Subsection (j) of this Section, except that the specified date referred to
shall be a date not more than five days prior to the Closing Date and, if the
Company has elected to rely on Rule 430A of the Rules and Regulations, to the
further effect that they have carried out procedures as specified in clause
(iii) of subsection (j) of this Section with respect to certain amounts,
percentages and financial information as specified by the Underwriters and
deemed to be a part of the Registration Statement pursuant to Rule 430A(b) and
have found such amounts, percentages and financial information to be in
agreement with the records specified in such clause (iii).

(l) On each of the Closing Date and the Option Closing Date, if any, there
shall have been duly tendered to the Underwriters for the several Underwriters'
accounts the appropriate number of Securities.

(m) No order suspending the sale of the Securities in any jurisdiction
designated by the Underwriters pursuant to subsection (e) of Section 4 hereof
shall have been issued on either the Closing Date or the Option Closing Date,
if any, and no proceedings for that purpose shall have been instituted or to
its knowledge or that of the Company shall be contemplated.

If any condition to the Underwriters' obligations hereunder to be
fulfilled prior to or at the Closing Date or the relevant Option Closing Date,
as the case may be, is not so fulfilled, the Underwriters may terminate this
Agreement or, if the Underwriters so elect, it may waive any such conditions
which have not been fulfilled or extend the time for their fulfillment.

7. Indemnification.

(a) The Company (and the Selling Shareholder, but such indemnity shall be
limited to the proceeds received from the sale of his shares, if any, as a
portion of the Option Securities) agrees to indemnify and hold harmless each
of the Underwriters, including specifically each person who may be substituted
for an Underwriter as provided in Section 11 hereof and each person, if any,
who controls any Underwriter ("controlling person") within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all
losses, claims, damages, expenses or liabilities, joint or several (and actions
in respect thereof), whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever), as such are incurred, to which such Underwriter or such
controlling person may become subject under the Act, the Exchange Act or any
other federal or state statutory laws or regulations at common law or otherwise
or under the laws of foreign countries arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained (i) in any
Preliminary Prospectus (except that the indemnification contained in this
paragraph with respect to any preliminary prospectus shall not inure to the
benefit of the Underwriter or to the benefit of any person controlling the
Underwriter on account of any loss, claim,

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<PAGE> 33

damage, liability or expense arising from the sale of the Firm Securities by
the Underwriter to any person if a copy of the Prospectus, as amended or
supplemented, shall not have been delivered or sent to such person within the
time required by the Act, and the untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in such
Preliminary Prospectus was corrected in the Prospectus, as amended and
supplemented, and such correction would have eliminated the loss, claim,
damage, liability or expense), the Registration Statement or the Prospectus (as
from time to time amended and supplemented); (ii) in any post-effective
amendment or amendments or any new registration statement and prospectus in
which is included securities of the Company issued or issuable upon exercise of
the Underwriters' Purchase Option; or (iii) in any application or other
document or written communication (in this Section 8 collectively called
"application") executed by the Company or based upon written information
furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or filed with the Commission, any state
securities commission or agency, Nasdaq Stock Market, Inc. or any other
securities exchange; or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading (in the case of the Prospectus, in the light of the
circumstances under which they were made), unless such statement or omission
was made in reliance upon and in conformity with written information furnished
to the Company with respect to any Underwriter by or on behalf of such
Underwriter expressly for use in any Preliminary Prospectus, the Registration
Statement or Prospectus, or any amendment thereof or supplement thereto, in any
post-effective amendment, new registration statement or prospectus or in any
application, as the case may be.

The indemnity agreement in this subsection (a) shall be in addition to any
liability which the Company may have at common law or otherwise.

(b) Each of the Underwriters agrees severally, but not jointly, to
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, the Selling Shareholder and
each other person, if any, who controls the Company within the meaning of
Section 20 of the Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company to the Underwriters but only with
respect to statements or omissions, if any, made in any Preliminary Prospectus,
the Registration Statement or Prospectus or any amendment thereof or supplement
thereto in any post-effective amendment, new registration statement or
prospectus, or in any blue sky application or any other such application made
in reliance upon, and in strict conformity with, written information furnished
to the Company with respect to any Underwriter by such Underwriter expressly
for use in such Preliminary Prospectus, the Registration Statement or
Prospectus or any amendment thereof or supplement thereto or in any
post-effective amendment, new registration statement or prospectus, or in any
such application, provided that such written information or omissions only
pertain to disclosures in the Preliminary Prospectus, the Registration
Statement or Prospectus or any amendment thereof or supplement thereto, in any
post-effective amendment, new registration statement or prospectus or in any
such application, provided, further, that the liability of each Underwriter to
the Company shall be limited to the amount of the net proceeds of the Offering
received by the Company. The Company acknowledges that the

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<PAGE> 34

statements with respect to the public offering of the Firm Securities set forth
under the heading "Underwriting" and the stabilization legend and the last
paragraph of the cover page in the Prospectus have been furnished by the
Underwriters expressly for use therein and any information furnished by or on
behalf of the Underwriter filed in any jurisdiction in order to qualify the
Securities under State Securities laws or filed with the Commission, the NASD
or any securities exchange constitute the only information furnished in writing
by or on behalf of the Underwriters for inclusion in the Prospectus and the
Underwriters hereby confirm that such statements and information are true and
correct.

(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, suit or proceeding, such indemnified
party shall, if a claim in respect thereof is to be made against one or more
indemnifying parties under this Section 7, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 7 except to the extent that it
has been prejudiced in any material respect by such failure or from any
liability which it may have otherwise avoided). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party or
parties of the commencement thereof, the indemnifying party or parties will be
entitled to participate therein, and to the extent it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party.
Notwithstanding the foregoing the indemnified party or parties shall have the
right to employ its or their own counsel in any such case but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless (i) the employment of such counsel shall have been authorized in
writing by the indemnifying parties in connection with the defense of such
action at the expense of the indemnifying party, (ii) the indemnifying parties
shall not have employed counsel reasonably satisfactory to such indemnified
party to have charge of the defense of such action within a reasonable time
after notice of commencement of the action, or (iii) such indemnifying party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different from or additional to those available to one or
all of the indemnifying parties (in which case the indemnifying parties shall
not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses of
one additional counsel shall be borne by the indemnifying parties. In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. Anything in this Section 7 to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent;
provided however, that such consent was not unreasonably withheld.

(d) In order to provide for just and equitable contribution in any case in
which (i) an indemnified party makes claim for indemnification pursuant to this
Section 7, but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the

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<PAGE> 35

expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that the express provisions of this Section 7 provide for indemnification in
such case, or (ii) contribution under the Act may be required on the part of
any indemnified party, then each indemnifying party in lieu of indemnifying
such indemnified party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, expenses or
liabilities (or actions in respect thereof) (A) in such proportion as is
appropriate to reflect the relative benefits received by each of the
contributing parties, on the one hand, and the party to be indemnified on the
other hand from the offering of the Securities or (B) if the allocation
provided by clause (A) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (A) above but also the relative fault of each of the contributing
parties, on the one hand, and the party to be indemnified on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. In any case where the Company or the Selling
Shareholder is the contributing party and the Underwriters are the indemnified
party the relative benefits received by the Company or the Selling Shareholder
on the one hand, and the Underwriters, on the other, shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Firm
Securities (before deducting expenses) bear to the total underwriting discounts
and commissions received by the Underwriters hereunder, in each case as set
forth in the table on the Cover Page of the Prospectus. Relative fault shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, expenses or liabilities (or actions in respect
thereof) referred to above in this subdivision (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subdivision (d), the Underwriters shall
not be required to contribute any amount in excess of the amount of the net
proceeds of the Offering received by the Company. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person, if
any, who controls the Company within the meaning of the Act, each officer of
the Company who has signed the Registration Statement, and each director of the
Company shall have the same rights to contribution as the Company, subject in
each case to this subparagraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect to which a claim for contribution may
be made against another party or parties under this subparagraph (d), notify
such party or parties from whom contribution may be sought, but the omission so
to notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any obligation it or they may have
hereunder or otherwise than under this subparagraph (d), or to the extent that
such party or parties were not adversely affected by such omission. The
contribution agreement set forth above shall be in addition to any liabilities
which any indemnifying party may have at common law or otherwise.

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<PAGE> 36
8. Representations and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto,
shall be deemed to be representations, warranties and agreements at the Closing
Date and the Option Closing Date, as the case may be, and such representations,
warranties and agreements of the Company and the indemnity agreements contained
in Section 7 hereof, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter, the
Company, or any controlling person, including the Selling Shareholder and shall
survive termination of this Agreement or the issuance and delivery of the
Securities to the Underwriters.

9. Effective Date.

This Agreement shall become effective at 10: 00 a.m., ________ time, on
the next full business day following the date hereof, or at such earlier time
after the Registration Statement becomes effective as the Underwriters, in
their discretion, shall release the Securities for the sale to the public,
provided, however, that the provisions of Sections 5, 7 and 10 of this
Agreement shall at all times be effective. For purposes of this Section 9, the
Securities to be purchased hereunder shall be deemed to have been so released
upon the earlier of dispatch by the Underwriters of telegrams or electronic
transmission to securities dealers releasing such Securities for offering or
the release by the Underwriters for publication of the first newspaper
advertisement which is subsequently published relating to the Securities.

10. Termination.

(a) The Underwriters shall have the right to terminate this Agreement
(i) if any calamitous domestic or international event or act or occurrence has
materially disrupted, or in the Underwriters' opinion will in the immediate
future materially disrupt general securities markets in the United States; or
(ii) if trading on the New York Stock Exchange, the American Stock Exchange,
the Nasdaq National Market, or in the over-the-counter market shall have been
suspended or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required on the
over-the-counter market by the NASD or by order of the Commission or any other
government authority having jurisdiction; or (iii) if the United States shall
have become involved in a war or major hostilities; or (iv) if a banking
moratorium has been declared by a New York State or federal authority; or (v)
if a moratorium in foreign exchange trading has been declared; or (vi) if the
Company shall have sustained a material adverse loss, whether or not insured,
by reason of fire, flood, accident or other calamity that materially impairs
the investment quality of the Units; or (vii) if there shall have been such
material adverse change in the conditions or prospects of the Company,
involving a change not contemplated by the Registration Statement.

(b) Notwithstanding any contrary provision contained in this Agreement,
any election hereunder or any termination of this Agreement (including, without
limitation, pursuant to

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<PAGE> 37

Sections 9 and 10 hereof), and whether or not this Agreement is otherwise
carried out, the provisions of Section 5 shall not be in any way affected by
such election or termination or failure to carry out the terms of this
Agreement or any part hereof.

11. Substitution of the Underwriters. If one or more of the Underwriters
shall fail (otherwise than for a reason sufficient to justify the termination
of this Agreement under the provisions of Section 6, Section 10 or Section 12
hereof) to purchase the Securities which it or they are obligated to purchase
on such date under this Agreement (the "Defaulted Securities), the
Underwriters shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other
Underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Underwriters shall not have completed such arrangements
within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
total number of Firm Securities to be purchased on such date, the
non-defaulting Underwriters shall be obligated to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all nondefaulting
Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the total
number of Firm Securities, this Agreement shall terminate without liability on
the part of any non-defaulting Underwriters.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of any default by such Underwriter under
this Agreement.

In the event of any such default which does not result in a termination
of this Agreement, the Underwriters shall have the right to postpone the
Closing Date for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements.

12. Default by the Company. If the Company shall fail at the Closing Date
or any Option Closing Date, as applicable, to sell and deliver the number of
Securities which it is obligated to sell hereunder on such date, then this
Agreement shall terminate (or, if such default shall occur with respect to any
Option Securities to be purchased on an Option Closing Date, the Underwriters
may at the Underwriters option, by notice from the Underwriters to the Company,
terminate the Underwriters' several obligations to purchase Securities from the
Company on such date) without any liability on the part of any non-defaulting
party other than pursuant to Section 5 and Section 7 hereof. No action taken
pursuant to this Section shall relieve the Company from liability, if any, in
respect of such default.

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13. Notices. All notices and communications hereunder, except as herein
otherwise specifically provided, shall be in writing and shall be deemed to
have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to the
Representative at Argent Securities, Inc., 3340 Peachtree Road, Suite 450,
Atlanta, GA 30326, with a copy to Johnson & Montgomery, One Buckhead Plaza,
3060 Peachtree Road, N.W., Suite 400, Atlanta, Georgia 30305, Attention:
Robert E. Altenbach, Esq. Notices to the Company shall be directed to the
Company, Streicher Enterprises, Inc., at 2720 N.W. 55th Court,
Fort Lauderdale, FL 33309 Attention: Mr. Stanley H. Streicher, with a copy to
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, PA, 1221 Brickell Avenue,
Miami, FL 33131, Attention: Kenneth Hoffman, Esquire.

14. Parties. This Agreement shall inure solely to the benefit of and
shall be binding upon, the Underwriters, the Company and the controlling
persons, directors and officers referred to in Section 7 hereof, and their
respective successors, legal representatives and assigns, and their respective
heirs and legal representatives and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Agreement or any provisions herein contained. No purchaser
of Securities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

15. Construction. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Georgia without giving
effect to the choice of law or conflict of laws principles.

16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
taken together shall be deemed to be one and the same instrument.

If the foregoing correctly sets forth the understanding between the
Underwriters and the Company, please so indicate in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement
among us.

Very truly yours,

STREICHER MOBILE FUEL, INC.

By:_______________________________
Name:
Title:

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<PAGE> 39
SELLING SHAREHOLDER

-------------------------------------
Stanley H. Streicher

CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN.

Argent Securities, Inc., as
Representative of the Several Underwriters

By:
-----------------------------------------
Name:
----------------------------------
Title:
---------------------------------

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SCHEDULE I

Underwriter Number of Securities

Argent Securities, Inc. ____________

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SCHEDULE II

Warrant Agent - American Stock Transfer and Trust Co.

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SCHEDULE III

SELLING SHAREHOLDER

Selling Shareholder - Stanley H. Streicher

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<PAGE> 1

EXHIBIT 3.1

ARTICLES OF INCORPORATION

STREICHER MOBILE FUELING, INC.

The name of the corporation is Streicher Mobile Fueling, Inc.
(hereinafter called the "Corporation"). The address of the principal office
and the mailing address of the Corporation is 2750 Northwest 55th Court, Ft.
Lauderdale, Florida 33309.

The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which corporations may be incorporated
under the laws of the State of Florida.

III

The aggregate number of shares of all classes of capital stock which
this Corporation shall have authority to issue is 21,000,000 shares consisting
of (i) 20,000,000 shares of Common Stock, $.01 par value ("Common Stock") and
(ii) 1,000,000 shares of preferred stock, par value $0.01 per share (the
"Preferred Stock").

The designations and the preferences, limitations and relative rights
of the Common Stock and the Preferred Stock of the Corporation are as follows:

A. Provisions Relating to the Common Stock

1. Voting Privileges. Except as otherwise required by
law or as may be provided by the resolutions of the Board authorizing the
issuance of any class or series of Preferred Stock, all rights to vote and all
voting power shall be vested exclusively in the holders of the Common Stock.
Each holder of Common Stock shall have one vote on all matters submitted to the
shareholders for each share of Common Stock standing in the name of such holder
on the books of this Corporation. Except as otherwise required by law, the
shares of Common Stock of this Corporation shall vote as a single class on all
matters submitted to the holders of such Common Stock.

2. Dividends. Subject to the rights of the holders of
the Preferred Stock, the holders of Common Stock shall be entitled to share in
dividends ratably with all other holders of Common Stock then outstanding,
regardless of class, when, if and as such dividends are declared paid;
provided, however, that if dividends are declared which are payable in Common
Stock (or options or warrants for or securities convertible into Common Stock
or other rights to subscribe for or to purchase Common Stock), the dividends
payable to holders of Common Stock will be paid in shares of Common Stock (or
options or warrants for or securities convertible into shares of Common Stock
or
<PAGE> 2

other rights to subscribe for or to purchase shares of Common Stock, as the
case may be).

3. Liquidation Rights. After payment or provision for
payment of the debts and other liabilities of this Corporation and after the
holders of Preferred Stock shall have been paid in full the amounts to which
they shall be entitled (if any) or a sum sufficient for such payment in full
shall have been set aside, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of this Corporation, the holders of
Common Stock then outstanding shall be entitled to receive all of the assets
and funds of this Corporation remaining and available for distribution. Such
assets and funds shall be divided among and paid to the holders of Common Stock
on a pro-rata basis, according to the number of shares of Common Stock held by
them.

B. Provisions Relating to the Preferred Stock.

1. The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations and powers, preferences and rights, and qualifications,
limitations and restrictions thereof as are stated and expressed herein and in
the resolution or resolutions providing for the issue of such class or series
adopted by the Board of Directors (the "Board") as hereinafter prescribed.

2. Authority is hereby expressly granted to and vested
in the Board to authorize the issuance of the Preferred Stock from time to time
in one or more classes or series, to determine and take necessary proceedings
fully to effect the issuance and redemption of any such Preferred Stock, and,
with respect to each class or series of the Preferred Stock, to fix and state
by the resolution or resolutions from time to time adopted providing for the
issuance thereof the following:

(a) whether or not the class or series is to have
voting rights, full or limited, or is to be without voting rights;

(b) the number of shares to constitute the class
or series and the designations thereof;

(c) the preferences and relative, participating,
optional or other special rights, if any, and the qualifications, limitations
or restrictions thereof, if any, with respect to any class or series;

(d) whether or not the shares of any class or
series shall be redeemable and if redeemable the redemption price or prices,
and the time or times at which and the terms and conditions upon which such
shares shall be redeemable and the manner of redemption;

(e) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for retirement, and if
such retirement or sinking fund or funds be established, the annual amount
thereof and the terms and provisions relative to the operation thereof;

2
<PAGE> 3

(f) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the conditions
upon which and the times when such dividends are payable, the preference to or
the relation to the payment of the dividends payable on any other class or
classes or series of stock, whether or not such dividend shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such dividends
shall accumulate;

(g) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be entitled to
receive upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;

(h) whether or not the shares of any class or
series shall be convertible into, or exchangeable for, the shares of any other
class or classes or of any other series of the same or any other class or
classes of stock of the Corporation and the conversion price or prices or ratio
or ratios or the rate or rates at which such conversion or exchange may be
made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and

(i) such other special rights and protective
provisions with respect to any class or series as the Board may deem advisable.

The shares of each class or series of the Preferred Stock may vary
from the shares of any other series thereof in any or all of the foregoing
respects. The Board may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to such
class or series authorized and unissued shares of the Preferred Stock not
designated for any other class or series. The Board may decrease the number of
shares of the Preferred Stock designated for any existing class or series by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such class or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.

C. General Provisions.

1. Except as may be provided by the resolutions of the
Board authorizing the issuance of any class or series of Preferred Stock, as
hereinabove provided, cumulative voting by any shareholder is hereby expressly
denied.

2. No shareholder of the Corporation shall have, by
reason of its holding shares of any class or series of stock of the
Corporation, any preemptive or preferential rights to purchase or subscribe for
any other shares of any class or series of the Corporation now or hereafter to
be authorized, and any other equity securities, or any notes, debentures,
warrants, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, now or hereafter to be authorized,
whether or not the issuance of any such shares, or such notes, debentures,
bonds or other securities, would adversely affect the dividend, voting or other
rights of such shareholder.

3
<PAGE> 4

The Corporation shall exist perpetually unless sooner dissolved
according to law.

A. Number and Term of Directors. The Corporation's Board shall
consist of not less than one nor more than five members, with the exact number
to be fixed from time to time by resolution of the Board. No decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Each director shall be elected at the annual meeting and
shall serve until his or her successor is duly elected and qualified or until
his or her earlier resignation, death or removal from office. Upon the
expiration of the initial terms of office for each director, each director
shall be elected for a term of three years to serve until their successors are
duly elected and qualified or until their earlier resignation, death or removal
from office.

B. Director Vacancies; Removal. Whenever any vacancy on the
Board shall occur due to death, resignation, retirement, disqualification,
removal, increase in the number of directors, or otherwise, only a majority of
directors in office, although less than a quorum of the entire Board, may fill
the vacancy or vacancies for the balance of the unexpired term of terms, at
which time a successor or successors shall be duly elected by the shareholders
and qualified. Shareholders shall not, and shall have no power to, fill any
vacancy on the Board. Shareholders may remove a director from office prior to
the expiration of his or her term only for "cause" by an affirmative vote of a
majority of all votes entitled to be cast for the election of directors.

C. Shareholder Nominations of Director Candidates. Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for
election to the Board at an annual or special meeting of shareholders may be
made by or at the direction of the Board by any nominating committee or person
appointed by the Board or by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the
procedures set forth in this paragraph C; provided, however, that nominations
of persons for election to the Board at a special meeting may be made only if
the election of directors is one of the purposes described in the special
meeting notice required by Section 607.0705 of the Florida Business Corporation
Act. Nominations of persons for election at annual meetings, other than
nominations made by or at the direction of the Board, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than One Hundred Twenty
(120) days nor more than One Hundred Eighty (180) days prior to the first
anniversary of the date of the Company's notice of annual meeting provided with
respect to the previous year's annual meeting; provided, however, that if no
annual meeting was held in the previous year or the date of the annual meeting
has been changed to be more than 30 calendar days earlier than the date
contemplated by the previous year's proxy statement, such notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the date on which notice of the date
of the annual meeting is given to shareholders or made public, whichever first
occurs. Such shareholder's notice to the Secretary shall set forth (a) as to
each person

4
<PAGE> 5

whom the shareholder proposes to nominate for election or re-election as a
director at the annual meeting, (i) the name, age, business address and
residence address of the proposed nominee, (ii) the principal occupation or
employment of the proposed nominee, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the proposed
nominee, and (iv) any other information relating to the proposed nominee that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to Rule 14a under the Securities Exchange Act of 1934, as
amended; and (b) as to the shareholder giving the notice of nominees for
election at the annual meeting, (i) the name and record address of the
shareholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder. The Corporation
may require any proposed nominee for election at an annual or special meeting
of shareholders to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth herein. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the requirements of this paragraph C, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.

D. Amendments. Notwithstanding anything contained in these
Amended and Restated Articles of Incorporation to the contrary, this Article V
shall not be altered, amended or repealed except by an affirmative vote of at
least two-thirds of the outstanding shares of all capital stock entitled to
vote for the election of directors.

The Corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by law in existence
either now or hereafter.

VII

The street address of the Corporation's registered office in the State
of Florida is 2720 Northwest 55th Court, City of Ft. Lauderdale, County of
Dade, 33309, and the name of its registered agent at such office is Stanley H.
Streicher.

VIII

A. Action by Shareholders Without Meeting. Any action required
or permitted to be taken by the shareholders of the Corporation must be
effected at a duly called annual or special meeting of shareholders of the
Corporation and may not be effected by any consent in writing by such
shareholders.

B. Call of Special Shareholders Meeting. Except as otherwise
required by law, the

5
<PAGE> 6

Corporation shall not be required to hold a special meeting of shareholders of
the Corporation unless (in addition to any other requirements of law) (i) the
holders of not less than fifty (50) percent of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date and deliver to the Corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held; or (ii) the meeting is called by the Board pursuant to a resolution
approved by a majority of the entire Board; or (iii) the meeting is called by
the Chairman of the Board of Directors. Only business within the purpose or
purposes described in the special meeting notice required by Section 607.0705
of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.

C. Advance Notice of Shareholder-Proposed Business for Annual
Meeting. At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation, not less than Sixty (60) days nor more than Ninety (90) days
prior to the meeting, provided, however, that in the event that less than
Eighty (80) day's notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder, to be timely, must
be received no later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever first. Such shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such
business. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the requirements of this paragraph B, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

D. Amendments. Notwithstanding anything contained in these
Amended and Restated Articles of Incorporation to the contrary, this Article
VIII shall not be altered, amended or repealed except by an affirmative vote of
at least two-thirds of the outstanding shares of all capital stock entitled to
vote for the election of directors.

6
<PAGE> 7

IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 9th day of October, 1996.

STREICHER MOBILE FUELING, INC.

By:
-----------------------------------
Steven H. Scheichet
Incorporator

<PAGE> 1
EXHIBIT 3.2

===============================================================================

BYLAWS

STREICHER MOBILE FUELING, INC.

(A FLORIDA CORPORATION)

===============================================================================

<PAGE> 2

INDEX
<TABLE>
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<S> <C>
ARTICLE ONE - OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE TWO - MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Time of Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Call of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. Conduct of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. Notice and Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. Business and Nominations for Annual and Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 2
7. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
8. Voting Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
9. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
10. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
11. Shareholder List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
12. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
13. Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
14. Inspectors and Judges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
15. Voting for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE THREE - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1. Number; Election and Term; Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7. Special Meetings and Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Quorum; Required Vote; Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
PAGE
<S> <C>
9. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. Conference Telephone or Similar Communications Equipment Meetings . . . . . . . . . . . . . . . . . . . 8
11. Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12. Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE FOUR - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1. Positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2. Election of Specified Officers by Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3. Election or Appointment of Other Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5. Term; Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6. Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
9. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11. Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. Other Officers; Employees and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE FIVE - CERTIFICATES FOR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1. Issue of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2. Legends for Preferences and Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3. Facsimile Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4. Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5. Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6. Registered Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7. Redemption of Control Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE SIX - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2. Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3. Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

ii
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<TABLE>
<CAPTION>
PAGE
<S> <C>
4. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6. Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE SEVEN - AMENDMENT OF BYLAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

iii

<PAGE> 5

STREICHER MOBILE FUELING, INC.

BYLAWS

ARTICLE ONE

OFFICES

Section 1. Registered Office. The registered office of STREICHER MOBILE
FUELING, INC., a Florida corporation (the "Corporation"), shall be located in
the City of Ft. Lauderdale, State of Florida, unless otherwise designated by
the Board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof. Special meetings of shareholders may be
held at such place, within or without the State of Florida, and at such time as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall
be held on such date and at such time fixed, from time to time, by the Board of
Directors, provided that there shall be an annual meeting held every year at
which the shareholders shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders
shall be held if called in accordance with the procedures set forth in the
Corporation's Articles of Incorporation (the "Articles of Incorporation") for
the call of a special meeting of shareholders.

Section 4. Conduct of Meetings. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and
<PAGE> 6

procedures to be followed in conducting the meetings, except as otherwise
provided by law, the Articles of Incorporation or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the day of the meeting, either personally or by
first-class mail, by or at the direction of the President, the Secretary, or
the officer or person calling the meeting, to each shareholder of record
entitled to vote at such meeting. If the notice is mailed at least thirty (30)
days before the date of the meeting, it may be done by a class of United States
mail other than first class. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. If a meeting is adjourned to another time and/or
place, and if an announcement of the adjourned time and/or place is made at the
meeting, it shall not be necessary to give notice of the adjourned meeting
unless the Board of Directors, after adjournment, fixes a new record date for
the adjourned meeting. Whenever any notice is required to be given to any
shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting stated therein, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, shall be equivalent to the giving
of such notice. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the shareholders need be specified in any
written waiver of notice. Attendance of a person at a meeting shall constitute
a waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning to the holding of the meeting or the transacting of
any business at the meeting, or (b) lack of defective notice of a particular
matter at a meeting that is not within the purpose or purposes described in the
meeting notice, unless the person objects to considering such matter when it is
presented.

Section 6. Business and Nominations for Annual and Special Meetings.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.

Section 7. Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of these shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or by law, a majority of the shares entitled to vote on the
matter, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, but in no event shall a quorum consist of less than
one-third (1/3) of the shares entitled to vote. If less than a majority of
outstanding shares entitled to vote are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. After a quorum has been established at any shareholders'

2
<PAGE> 7

meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof. Once a share is represented for any purpose at a meeting,
it is deemed present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting.

Section 8. Voting Per Share. Except as otherwise provided in the Articles
of Incorporation or by law, each shareholder is entitled to one (1) vote for
each outstanding share held by him on each matter voted at a shareholders'
meeting.

Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence
of any such designation, or, in case of conflicting designation by the
corporate shareholder, the chairman of the board, the president, any vice
president, the secretary and the treasurer of the corporate shareholder, in
that order, shall be presumed to be fully authorized to vote such shares.
Shares held by an administrator, executor, guardian, personal representative,
or conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee shall
be entitled to vote shares held by him without a transfer of such shares into
his name or the name of his nominee. Shares held by or under the control of a
receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit
of creditors may be voted by such person without the transfer thereof into his
name. If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation is given notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, then acts with respect to voting shall have the following effect:
(a) if only one votes, in person or by proxy, his act binds all; (b) if more
than one vote, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one vote, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; or (d) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes hereof shall be a majority or a vote evenly split in
interest. The principles of this paragraph shall apply, insofar as possible,
to execution of proxies, waivers, consents, or objections and for the purpose
of ascertaining the presence of a quorum.

Section 10. Proxies. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or
attorney-in-fact for such persons may vote the shareholder's shares in person
or by proxy. Any shareholder of the Corporation may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his

<PAGE> 8

attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation or such other officer or agent which is authorized to tabulate
votes, and shall be valid for up to 11 months, unless a longer period is
expressly provided in the appointment form. The death or incapacity of the
shareholder appointing a proxy does not affect the right of the Corporation to
accept the proxy's authority unless notice of the death or incapacity is
received by the secretary or other officer or agent authorized to tabulate
votes before the proxy exercises his authority under the appointment. An
appointment of a proxy is revocable by the shareholder unless the appointment
is coupled with an interest.

Section 11. Shareholder List. After fixing a record date for a meeting of
shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for
inspection by any shareholder for a period of ten (10) days prior to the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the Corporation's principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the Corporation's transfer agent or registrar. Any
shareholder of the Corporation or his agent or attorney is entitled on written
demand to inspect the shareholders' list (subject to the requirements of law),
during regular business hours and at his expense, during the period it is
available for inspection. The Corporation shall make the shareholders' list
available at the meeting of shareholders, and any shareholder or his agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment.

Section 12. Action Without Meeting. Any action required or permitted by
law to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so
taken, shall be dated and signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all voting groups and shares entitled to
vote thereon were present and voted with respect to the subject matter thereof,
and such consent shall be delivered to the Corporation, within the period
required by Section 607.0704 of the Florida Business Corporation Act, by
delivery to its principal office in the State of Florida, its principal place
of business, the Secretary or another officer or agent of the Corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded. Within ten (10) days after obtaining such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action, in accordance with the
requirements of Section 607.0704 of the Florida Business Corporation Act.

Section 13. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes,
the Board of Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be not more than
seventy (70) days,

<PAGE> 9

and, in case of a meeting of shareholders, not less than ten (10) days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
the notice of the meeting is mailed or the date on which the resolutions of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 13, such determination shall apply to
any adjournment thereof, except where the Board of Directors fixes a new record
date for the adjourned meeting or as required by law.

Section 14. Inspectors and Judges. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any
adjournment(s) thereof. If any inspector or inspectors, or judge or judges,
are not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by the Board of Directors in advance of the meeting, or at the meeting
by the person presiding thereat. The inspectors or judges, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots
and consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots and
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them, and execute a certificate of any fact found by him
or them.

Section 15. Voting for Directors. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

ARTICLE THREE

DIRECTORS

Section 1. Number; Election and Term; Removal. The number of directors of
the Corporation shall be fixed from time to time, within the limits specified
by the Articles of Incorporation, by resolution of the Board of Directors;
provided, however, that no director's term shall be shortened by reason of a
resolution reducing the number of directors. The directors shall be elected at
the annual meeting of the shareholders, except as provided in Section 2 of this
Article, and each director elected shall hold office for the term for which he
is elected and until his successor is elected and qualified or until his
earlier resignation, removal from office or death.

<PAGE> 10

Directors must be natural persons who are 18 years of age or older but need not
be residents of the State of Florida, shareholders of the Corporation or
citizens of the United States. Shareholders shall have the right to remove
directors only as provided in the Articles of Incorporation.

Section 2. Vacancies. A director may resign at any time by giving written
notice to the Corporation, the Board of Directors or the Chairman of the Board.
Such resignation shall take effect when the notice is delivered unless the
notice specifies a later effective date, in which event the Board of Directors
may fill the pending vacancy before the effective date if they provide that the
successor does not take office until the effective date. Any vacancy occurring
in the Board of Directors and any directorship to be filled by reason of an
increase in the size of the Board of Directors shall be filled only by the
affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors. Shareholders shall not, and shall have no
power to, fill any vacancy on the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office, or until the next election of one or more directors by shareholders if
the vacancy is caused by an increase in the number of directors.

Section 3. Powers. Except as provided in the Articles of Incorporation
and bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of its Board of Directors.

Section 4. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held either within or without the State of Florida.

Section 5. Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held, without call or notice, immediately following each
annual meeting of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
Written notice of special meetings of the Board of Directors shall be given
to each director at least forty-eight (48) hours before the meeting. Except as
required by statute, neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting. Notices to directors shall
be in writing and delivered personally or mailed to the directors at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be received. Notice to
directors may also be given by telegram, teletype or other form of electronic
communication. Notice of a meeting of the Board of Directors need not be given
to any director who signs a written waiver of notice before, during or after
the meeting. Attendance of a director at a meeting

<PAGE> 11

shall constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

Section 8. Quorum; Required Vote; Presumption of Assent. A majority of
the number of directors fixed by, or in the manner provided in, the Articles of
Incorporation and these Bylaws shall constitute a quorum for the transaction of
business; provided, however, that whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled except that in no event may a
quorum consist of fewer than one-third of the number of directors so fixed.
The act of a majority of the directors present at a meeting at which a quorum
is present when the vote is taken shall be the act of the Board of Directors.
A director of the Corporation who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate action is
taken shall be presumed to have assented to the action taken, unless he objects
at the beginning of the meeting, or promptly upon his arrival, to holding the
meeting or transacting specific business at the meeting, or he votes against or
abstains from the action taken.

Section 9. Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if a consent in writing, setting forth the action
taken, is signed by all of the members of the Board of Directors or the
committee, as the case may be, and such consent shall have the same force and
effect as a unanimous vote at a meeting. Action taken under this section is
effective when the last director signs the consent, unless the consent
specifies a different effective date. A consent signed under this Section 9
shall have the effect of a meeting vote and may be described as such in any
document.

Section 10. Conference Telephone or Similar Communications Equipment
Meetings. Members of the Board of Directors may participate in a meeting of
the Board by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time. Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground the meeting is not lawfully called or convened.

Section 11. Committees. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the business and affairs of the Corporation except where the
action of the full Board of Directors is required by statute. Each committee
must have two or more members who serve at the pleasure of the Board of
Directors. The Board of Directors, by resolution adopted in accordance with
this Article Three, may designate one or more directors as alternate members of
any committee, who may act in the place and stead of any

<PAGE> 12

absent member or members at any meeting of such committee. Vacancies in the
membership of a committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors. Each committee shall
keep minutes and other appropriate records of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings. Directors may
receive such other compensation as may be approved by the Board of Directors.

Section 13. Chairman of the Board. The Board of Directors may, in its
discretion, choose a Chairman of the Board who shall preside at meetings of the
shareholders and of the directors. The Chairman of the Board shall have such
other powers and shall perform such other duties as shall be designated by the
Board of Directors. The Chairman of the Board shall be a member of the Board
of Directors but no other officers of the Corporation need be a director. The
Chairman of the Board shall serve until his successor is chosen and qualified,
but he may be removed at any time by the affirmative vote of a majority of the
Board of Directors.

ARTICLE FOUR

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of a
President, one or more Vice Presidents (any one or more of whom may be given
the additional designation of Executive Vice President or Senior Vice
President), a Secretary, a Chief Financial Officer and a Treasurer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board. Any
two or more offices may be held by the same person.

Section 2. Election of Specified Officers by Board. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, a Chief Financial Officer and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the President of the Corporation. The Board of Directors shall be
advised of appointments by the President at or before the next scheduled Board
of Directors meeting.

<PAGE> 13

Section 4. Compensation. The salaries, bonuses and other compensation of
all officers of the Corporation to be elected by the Board of Directors
pursuant to Article Four, Section 2 hereof shall be fixed from time to time by
the Board of Directors or pursuant to its discretion. The salaries of all
other elected or appointed officers of the Corporation shall be fixed from time
to time by the President of the Corporation or pursuant to his direction.

Section 5. Term; Resignation. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer or agent
elected or appointed by the Board of Directors or the President of the
Corporation may be removed only with cause by the Board of Directors. Any
officers or agents appointed by the President of the Corporation pursuant to
Section 3 of this Article Four may also be removed from such officer positions
by the President only with cause. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors, or, in the case of an officer appointed by the President of
the Corporation, by the President or the Board of Directors. Any officer of
the Corporation may resign from his respective office or position by delivering
notice to the Corporation. Such resignation is effective when delivered unless
the notice specifies a later effective date. If a resignation is made
effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board provides that the successor does not take office until the
effective date.

Section 6. Chairman of the Board. The Chairman of the Board shall be the
Chief Executive Officer of the Corporation. Subject to the control of the
Board of Directors, the Chairman of the Board shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chairman of
the Board shall preside at all meetings of the shareholders and the Board of
Directors.

Section 7. President. The President shall be the Chief Executive Officer
of the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the
Board or in the event the Board of Directors shall not have designated a
Chairman of the Board, the President shall preside at meetings of the
shareholders and the Board of Directors.

Section 8. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.

Section 9. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the shareholders and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be

<PAGE> 14

given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation and, when authorized by
the Board of Directors, affix the same to any instrument requiring it.

Section 10. Chief Financial Officer. The Chief Financial Officer shall be
responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of
the Board or the President.

Section 11. Treasurer. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors at its regular
meetings or when the Board of Directors so requires an account of all his
transactions as treasurer and of the financial condition of the Corporation
unless otherwise specified by the Board of Directors, the Treasurer shall be
the Corporation's Chief Financial Officer.

Section 12. Other Officers; Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing
him and such officer or officers who may from time to time be designated by the
Board of Directors to exercise such supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled; and
such certificates shall be signed by the Chairman of the Board, President or a
Vice President, and by the Secretary or an Assistant Secretary of the
Corporation, and may be sealed with the seal of the Corporation or a facsimile
thereof.

Section 2. Legends for Preferences and Restrictions on Transfer. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front

<PAGE> 15

or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares
are restricted as to transfer and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If the Corporation issues any shares that are
not registered under the Securities Act of 1933, as amended, or registered or
qualified under applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:

"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE
LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
(SATISFACTORY TO THE CORPORATION) OF COUNSEL
(SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS
NOT REQUIRED."

Section 3. Facsimile Signatures. The signatures of the Chairman of the
Board, the President or a Vice President and the Secretary or Assistant
Secretary upon a certificate may be facsimiles, if the certificate is manually
signed by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer at the date of the issuance.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation

<PAGE> 16

to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 6. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Florida.

Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring
control shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.

ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
January 31st of each year, unless otherwise fixed by resolution of the Board of
Directors.

Section 5. Seal. The corporate seal shall have inscribed thereon the name
and state of incorporation of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

<PAGE> 17

Section 6. Gender. All words used in these Bylaws in the masculine gender
shall extend to and shall include the feminine and neuter genders.

ARTICLE SEVEN

AMENDMENT OF BYLAWS

Unless otherwise provided by law, these Bylaws may be altered, amended or
repealed in whole or in part, or new Bylaws may be adopted, by action of the
Board of Directors.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------

As independent certified public accountants, we hereby consent to the use of
our report on the financial statements of Streicher Mobile Fueling, Inc. and to
all references to our firm included in this Registration Statement on Form
SB-2.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
October 18, 1996.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS OF STREICHER MOBILE FUELING, INC. AS OF JANUARY 31, 1996 AND JULY 31,
1996 (UNAUDITED), AND THE RELATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND
CASH FLOWS FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JANUARY 31, 1996 AND
THE SIX MONTHS ENDED JULY 31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 7,345
<SECURITIES> 30,254
<RECEIVABLES> 3,333,991
<ALLOWANCES> 30,000
<INVENTORY> 64,272
<CURRENT-ASSETS> 3,543,430
<PP&E> 3,460,388
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,248,964
<CURRENT-LIABILITIES> 2,581,544
<BONDS> 0
0
0
<COMMON> 17,250
<OTHER-SE> 209,764
<TOTAL-LIABILITY-AND-EQUITY> 7,248,964
<SALES> 13,887,855
<TOTAL-REVENUES> 13,887,855
<CGS> 12,760,929
<TOTAL-COSTS> 12,760,929
<OTHER-EXPENSES> 1,203,353
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 260,252
<INCOME-PRETAX> (76,427)
<INCOME-TAX> 0
<INCOME-CONTINUING> (76,427)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (211,872)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS OF STREICHER MOBILE FUELING, INC. AS OF JANUARY 31, 1996 AND JULY 31,
1996 (UNAUDITED) AND THE RELATED STATEMENTS OF INCOME SHAREHOLDERS' EQUITY AND
CASH FLOWS FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JANUARY 31, 1996 AND
THE SIX MONTHS ENDED JULY 31, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 189,508
<SECURITIES> 140,511
<RECEIVABLES> 2,592,559
<ALLOWANCES> 28,000
<INVENTORY> 65,193
<CURRENT-ASSETS> 3,151,793
<PP&E> 3,136,665
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,444,186
<CURRENT-LIABILITIES> 2,426,374
<BONDS> 0
0
0
<COMMON> 17,250
<OTHER-SE> 421,636
<TOTAL-LIABILITY-AND-EQUITY> 6,444,186
<SALES> 23,989,358
<TOTAL-REVENUES> 23,989,358
<CGS> 21,752,350
<TOTAL-COSTS> 21,752,350
<OTHER-EXPENSES> 1,750,235
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 343,967
<INCOME-PRETAX> 486,773
<INCOME-TAX> 76,016
<INCOME-CONTINUING> 100,009
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 100,009
<EPS-PRIMARY> .06
<EPS-DILUTED> .06

</TABLE>