Charter of the Nominating Committee

As adopted September 23, 2010

Purpose

The Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) is appointed by the Board to:

• identify individuals qualified to become directors of SMF Energy Corporation (the “Company”);
• recommend to the Board director candidates to fill vacancies of the Board and to stand for election by the shareholders at the annual meeting of the Company;
• periodically assess the qualifications of current board members; and
• periodically assess the membership of the committees of the Board

Membership and Meetings

The Committee shall consist of not fewer than three (3) directors, each of whom shall be appointed by the Board, to serve until the next annual meeting of the Board or until his or her successor shall be duly appointed. If a Chairperson of the Committee is not designated by the Board, the members of the Committee may designate a Chairperson by majority vote of the Committee membership. The members of the Committee shall meet the independence requirements of The Nasdaq Stock Market, Inc. ("Nasdaq") and such other qualifications or requirments as may otherwise be required by applicable law.

The Chairperson of the Committee shall be responsible for scheduling all meetings of the Committee and providing the Committee with a written agenda for each meeting. The Chairperson shall preside at the meetings of the Committee. In the absence of the Chairperson, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall make regular reports to the Board. The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as is necessary or desirable and not inconsistent with the provisions of the Bylaws of the Company or this Charter.

Authority and Responsibilities

1. The Committee shall, in consultation with the Company's Chief Executive Officer (the "CEO"), actively seek and evaluate individuals qualified to become directors of the Company, including reviewing individuals recommended or nominated by shareholders or the CEO of the Company, and recommend director candidates to the Board to fill vacancies on the Board or stand for election to the Board by the shareholders of the Company.
2. The Committee shall interview potential candidates for election to the Board, other than directors already in office, and, in conjunction with the Chairman of the Board, communicate offers to stand for election to the Board to selected candidates.
3. The Committee shall, in consultation with the CEO, establish criteria for Board membership, which should include among other things: experience, skills expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest an such other relevant factors that the Committee considers appropriate in the context of the needs of the Board.
4. The Committee shall, at least annually and in consultation with the CEO, review the specific experience, qualifications, attributes and skills that qualify each director for Board Membership.
5. The Committee shall, at least annually and in consultation with the CEO, review the current committee assignments for directors to ensure individual committee members and committees as a whole meet all independence and other requirements set forth by Nasdaq, Delaware General Corporate Law and any other applicable laws.
6. The Committee shall, in consultation with the CEO, recommend committee assignments for directors to the Board as openings occur on committees of the Board, or as rotations of committee assignments in accordance with the membership requirements specified in the Charter of each committee, and with due consideration of any committee's periodic assessment of its own composition, performance and effectiveness.
7. The Committee shall, in consultation with the CEO, review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and recommend whether or not the director should be re-nominated.
8. The Committee may, in consultation with the CEO, retain a search firm to identify director candidates, and may approve the search firm's fees to be borne by the Company.
9. The Committee may appoint and delegate authority to one or more subcommittees as it deems appropriate in its discretion.

Miscellaneous

The Committee shall review and assess the adequacy of this Charter and the composition of the Committee annually and recommend any proposed changes to the Board for approval. The Committee also shall annually review its own performance and assess the effectiveness of the Committee.

Nothing in this Charter shall be deemed to amend the provisions of the Bylaws with respect to this Committee or other committees of the Board absent a separate resolution of the Board expressly amending the Bylaws.