0001144204-06-010049 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers • Texas

Registration Rights Agreement, dated as of March 9, 2006 (this “Agreement”), by and among United Fuel & Energy Corporation, a Nevada corporation, (the “Company”) on the one hand, and the persons executing the signature page to this Agreement (each a “Purchaser” and collectively, the “Purchasers”).

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ADDENDUM TO ASSET PURCHASE AGREEMENT DATED FEBRUARY 1, 2006 BETWEEN EDDINS- WALCHER COMPANY AND QUEEN OIL & GAS COMPANY
Asset Purchase Agreement • March 15th, 2006 • United Fuel & Energy Corp • Retail-nonstore retailers

THIS ADDENDUM effective this 10th day of March, 2006 (“Effective Date”) modifies, alters and amends certain terms of the Asset Purchase Agreement (“Agreement”) dated February 1, 2006 between Eddins-Walcher Company, a indirectly wholly owned subsidiary of United Fuel & Energy Corporation (the “Buyer”), and Queen Oil & Gas Company and each stockholder of Queen Oil & Gas Company (the “Seller”) (collectively referred to as the “Parties”). Capitalized terms in this Addendum shall have the meaning set forth in the Agreement if not otherwise defined herein.

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