0001144204-06-004104 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 3rd, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated February 1, 2006, is by and among Eddins-Walcher Company, a Texas corporation (“Buyer”) (an indirectly wholly owned subsidiary of United Fuel & Energy Corporation, a Nevada corporation), Queen Oil & Gas Company, a New Mexico corporation (“Seller”), and each stockholder of Seller named on the signature page to this Agreement (the “Stockholders” and, together with Seller, the “Seller Parties” and, together with Buyer, the “Parties”). United Fuel & Energy Corporation, a Nevada corporation (“UFE”) joins in this Agreement solely for the purposes set forth in Section 1.4(h).

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