Compensation Committee Charter

As Amended February 14, 2007

PURPOSE

The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of SMF Energy Corporation, a Delaware corporation (the "Company"). This compensation committee charter (this "Charter") specifies the scope of authority and responsibility of the Committee. The principal function of the Committee is to discharge the Board's responsibilities relating to compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers. For the purposes of this Charter, the term "executive officer" means "officer" as defined in Rule 16a 1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Committee has overall responsibility for evaluating and approving all compensation plans, policies and programs of the Company as they affect the CEO and the other executive officers. The Compensation Committee is also responsible for producing, supervising and/or reviewing, as appropriate, disclosures regarding executive compensation in the Company's filings with the Securities and Exchange Commission.

COMPOSITION AND QUALIFICATIONS

The Committee shall have at least three (3) members at all times, each of whom shall be a member of the Board who is "independent" under the standards set forth in the rules (the "Marketplace Rules") of the Nasdaq Stock Market ("Nasdaq"). In addition, each member of the Committee must qualify as (1) a "non-employee director," as that term is defined in Rule 16b-3 promulgated under the Exchange Act, and (2) an "outside director," as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The members of the Committee will be appointed by and serve at the discretion of the Board of Directors. The Board appoints the members of the Committee. The Board may remove any member from the Committee at any time with or without cause.

MEETINGS

The Committee shall meet as frequently as circumstances dictate, but not less than twice a year. Additional meetings may occur as the Committee or its chair deems advisable. The Board shall name a chairperson of the Committee, who shall prepare and/or approve an agenda in advance of each meeting and shall preside over meetings of the Committee. In the absence of a Board-appointed chairperson at any meeting, the Committee shall select a chairperson for that meeting. A majority of the members of the Committee shall constitute a quorum and the act of a majority of the members present at a meeting where a quorum is present shall be the act of the Committee. The Committee may also act by unanimous written consent of its members. The Committee shall maintain minutes or other records of its meetings and activities, and will report on its actions and activities at each quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. Except as otherwise specified herein, the Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with any provision of this Charter, any provision of the Bylaws or Certificate of Incorporation of the Company or any applicable law, rule, regulation or Listing Rule. Without limiting the generality of the foregoing, the Committee shall be authorized to establish and delegate authority to one or more subcommittees, such subcommittees to consist exclusively of members of the Committee, as it shall deem appropriate, subject to the requirements of any applicable law, rule, regulation or Listing Rule.

RESPONSIBILITIES, DUTIES AND POWERS

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company. The Committee has sole authority to retain and terminate any compensation consultant to be used to assist it in the evaluation of CEO or executive officer compensation. The Committee shall have sole authority to approve such consultants' fees and retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all reasonable steps necessary to preserve the privileged nature of those communications.

The Committee's specific responsibilities and powers are to:

• Review and approve on an annual basis corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and, based on this evaluation, approve the CEO's overall compensation levels, including salary, bonus, incentive and equity compensation. In determining the long-term incentive components of CEO compensation, the Committee shall consider the Company's performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years. The Committee is not precluded from approving awards (with or without ratification of the Board) as may be required to comply with applicable tax laws, such as Section 162(m) of the Code.
• Make grants and prescribe terms of incentive-compensation under the Company’s equity-based plans
• Determine the compensation, including annual base salaries and annual incentive opportunities, of the executive officers other than the CEO.
• As and when appropriate, review and approve the following as they affect the CEO and the other executive officers: (i) any employment agreements and severance arrangements and (ii) any change of control agreements and change of control provisions affecting any elements of compensation and benefits.
• Review and approve any special or supplemental compensation and benefits for the CEO and the other executive officers and persons who formerly served as the CEO and/or as other executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
• Review and recommend the compensation for directors with respect to service on the Board and Board committees, including cash-based and equity-based compensation.
• Receive periodic reports on the Company's compensation programs as they affect all employees.
• Monitor the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.
• Oversee the Company's compliance with requirements under the Marketplace Rules relating to stockholder approval of equity compensation plans.
• Produce, supervise and/or review, as appropriate, disclosures regarding executive compensation in the Company's filings with the Securities and Exchange Commission.
• Regularly review and recommend changes to this Charter as appropriate.
• Obtain or perform an annual evaluation of the Committee's performance and make appropriate changes or recommendations.
• Review the Company’s compensation, incentive compensation and equity based plans and recommend changes in such plans to the Board of Directors as needed.
• Undertake such additional responsibilities as from time to time may be delegated to it by the Board, or as are required by law or by the Marketplace Rules, the Company's Certificate of Incorporation or Bylaws.