Form
      of

    Registration
      Rights Agreement

    


    


    This
      Registration Rights Agreement (the “Agreement”)
      is
      made and entered into as of _______ ___, 2006 (the “Effective
      Date”)
      among
      United Fuel & Energy Corporation, a Nevada corporation (the “Company”),
      the
      parties set forth Exhibit
      A
      hereto
      (each, a “Purchaser”
and
      collectively, the “Purchasers”),
      and
      the parties set forth on the signature page.

    


    R
      e c i t a l s:

    


    A.  The
      Purchasers have purchased shares of Series A 8% Convertible Preferred Stock
      (the
“Shares”)
      from
      the Company pursuant to Subscription Agreements (each, a “Subscription
      Agreement”
and
      collectively, the “Subscription
      Agreements”)
      by and
      between the Company and each Purchaser.

    


    B. The
      Company has issued a warrant (the “Placement
      Agent Warrant”)
      to
      purchase shares of the Company's Common Stock to Sanders Morris Harris Inc.,
      a
      Texas corporation (“SMH”).

    


    C. 
      The
      Company, the Purchasers, and SMH desire to set forth the registration rights
      to
      be granted by the Company to the Purchasers and SMH.

    


    Now,
      Therefore,
      in
      consideration of the mutual promises, representations, warranties, covenants,
      and conditions set forth herein, in the Subscription Agreements, or otherwise,
      the parties mutually agree as follows: 

    


    A
      g r e e m e n t:

    


    1. Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the following respective
      meanings:

    


    “Blackout
      Period”
means,
      with respect to a registration, a period in each case commencing on the day
      immediately after the Company notifies the Purchasers and SMH that they are
      required, pursuant to Section 4(f), to suspend offers and sales of Registrable
      Securities during which the Company, in the good faith judgment of its Board
      of
      Directors, determines (because of the existence of, or in anticipation of,
      any
      acquisition, financing activity, or other transaction involving the Company,
      or
      the unavailability for reasons beyond the Company's control of any required
      financial statements, disclosure of information which is in its best interest
      not to publicly disclose, or any other event or condition of similar
      significance to the Company) that the registration and distribution of the
      Registrable Securities to be covered by such registration statement, if any,
      would be seriously detrimental to the Company and its shareholders and ending
      on
      the earlier of (1) the date upon which the material non-public information
      commencing the Blackout Period is disclosed to the public or ceases to be
      material and (2) such time as the Company notifies the selling Holders that
      the
      Company will no longer delay such filing of the Registration Statement,
      recommence taking steps to make such Registration Statement effective, or allow
      sales pursuant to such Registration Statement to resume; provided,
      however,
      that the
      Company shall limit its use of Blackout Periods so as to not exceed 30
      consecutive Trading Days. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Business
      Day”
means
      any day of the year, other than a Saturday, Sunday, or other day on which the
      Commission is required or authorized to close.

    


    “Closing
      Date”
means
      the date on which the final closing of the offering of the Series A Preferred
      Stock occurs pursuant to the terms of that certain Private Placement Memorandum
      dated March 27, 2006. 

    


    “Commission”
means
      the Securities and Exchange Commission or any other federal agency at the time
      administering the Securities Act.

    


    “Common
      Stock”
means
      the common stock, $.001 par value per share, of the Company and any and all
      shares of capital stock or other equity securities of: (i) the Company which
      are
      added to or exchanged or substituted for the Common Stock by reason of the
      declaration of any stock dividend or stock split, the issuance of any
      distribution or the reclassification, readjustment, recapitalization, or other
      such modification of the capital structure of the Company; and (ii) any other
      corporation, now or hereafter organized under the laws of any state or other
      governmental authority, with which the Company is merged, which results from
      any
      consolidation or reorganization to which the Company is a party, or to which
      is
      sold all or substantially all of the shares or assets of the Company, if
      immediately after such merger, consolidation, reorganization, or sale, the
      Company or the stockholders of the Company own equity securities having in
      the
      aggregate more than 50% of the total voting power of such other
      corporation.

    


    “Equity
      Securities”
means
      (i) any Common Stock, (ii) any security convertible, with or without
      consideration, into any Common Stock (including any option to purchase such
      a
      convertible security), (iii) any security carrying any warrant or right to
      subscribe to or purchase any Common Stock, or (iv) any such warrant or
      right.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

    


    “Family
      Member”
means
      (a) with respect to any individual, such individual's spouse, any descendants
      (whether natural or adopted), any trust all of the beneficial interests of
      which
      are owned by any of such individuals or by any of such individuals together
      with
      any organization described in Section 501(c)(3) of the Internal Revenue Code
      of
      1986, as amended, the estate of any such individual, and any corporation,
      association, partnership, or limited liability company all of the equity
      interests of which are owned by those above described individuals, trusts,
      or
      organizations and (b) with respect to any trust, the owners of the beneficial
      interests of such trust.

    


    “Form
      S-1”
and
      “Form
      S-3”
mean
      such forms under the Securities Act as in effect on the date hereof.


     

    “Holder”
means
      each Purchaser, SMH, or any successor or Permitted Assignee of a Purchaser,
      or
      SMH who acquire rights in accordance with this Agreement with respect to the
      Registrable Securities directly or indirectly from a Purchaser or SMH, including
      from any Permitted Assignee.

    


    “Inspector”
means
      any attorney, accountant, or other agent retained by a Purchaser for the
      purposes provided in Section 4(j).

     

    
      
        
        

      

      
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    “Offering
      Price”
means
      the price per share at which the Shares have been sold to the Purchasers
      pursuant to the Subscription Agreements.

    


    “Permitted
      Assignee”
means
      (a) with respect to a partnership, its partners or former partners in
      accordance with their partnership interests, (b) with respect to a
      corporation, its shareholders in accordance with their interest in the
      corporation, (c) with respect to a limited liability company, its members
      or former members in accordance with their interest in the limited liability
      company, (d) with respect to an individual party, any Family Member of such
      party, (e) an entity that is controlled by, controls, or is under common control
      with a transferor, or (f) a party to this Agreement.

    


    The
      terms
“register,”
      “registered,”
and
      “registration”
refers
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act, and the declaration or ordering of the
      effectiveness of such registration statement.

    


    “Registrable
      Securities”
means
      (i) shares of Common Stock issuable upon the conversion of the Shares, which
      have been issued to each Purchaser pursuant to the Subscription Agreements,
      and
      (ii) shares of Common Stock issued or issuable to SMH pursuant to the Placement
      Agent Warrant, but
      in
      each case excluding
      (A) any
      Registrable Securities that have been publicly sold or may be publicly sold
      immediately without registration under the Securities Act either pursuant to
      Rule 144(k) of the Securities Act or otherwise; (B) any Registrable Securities
      sold by a person in a transaction pursuant to a registration statement filed
      under the Securities Act; or (C) any Registrable Securities that are at the
      time
      subject to an effective registration statement under the Securities Act.


    


    “Registration
      Default Date”
means
      the date which is the earlier to occur of (i) 60 days after the date on which
      the Registration Statement is filed with the Commission and (ii) 120 days after
      the Closing Date (or, in the event of a review by the Commission of such
      Registration Statement, 180 days).

    


    “Registration
      Default Period”
means
      the period following the Registration Default Date during which any Registration
      Event occurs and is continuing.

    


    “Registration
      Event”
means
      the occurrence of any of the following events:

    


    (a) the
      Registration Statement covering Registrable Securities is not declared effective
      by the Commission on or before the Registration Default Date, or

    


    (b) after
      the
      SEC Effective Date, sales cannot be made pursuant to the Registration Statement
      for any reason (including without limitation by reason of a stop order, or
      the
      Company's failure to update the Registration Statement) but except as excused
      pursuant to Section 3(a). 

    


    “Registration
      Statement”
means
      the registration statement required to be filed by the Company pursuant to
      Section 3(a).

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any similar federal statute
      promulgated in replacement thereof, and the rules and regulations of the
      Commission thereunder, all as the same shall be in effect at the
      time.

     

    (a)     

     

    
      
        
        

      

      
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    “SEC
      Effective Date”
means
      the date the Registration Statement is declared effective by the
      Commission.

    


    “Trading
      Day”
means
      a
      day on whichever (a) the national securities exchange, (b) the Nasdaq Stock
      Market, or (c) such other securities market, in any such case which at the
      time
      constitutes the principal securities market for the Common Stock, is open for
      general trading of securities.

    


    2. Term.
      This
      Agreement shall continue in full force and effect for a period of two (2) years
      from the Effective Date, unless terminated sooner hereunder.

    


    3. Registration.

    


    (a) Registration
      on Form S-1 or Form S-3.
      As
      promptly as reasonably practicable after the date hereof, and within 60 days
      following the Closing Date, the Company shall file with the Commission a shelf
      registration statement on Form S-1, or, if available, Form S-3 relating to
      the
      resale by the Holders of all of the Registrable Securities; provided,
      however,
      that
      the Company shall not be obligated to effect any such registration,
      qualification, or compliance pursuant to this Section 3(a), or keep such
      registration effective pursuant to Section 4: (i) in any particular jurisdiction
      in which the Company would be required to qualify to do business as a foreign
      corporation or as a dealer in securities under the securities or blue sky laws
      of such jurisdiction or to execute a general consent to service of process
      in
      effecting such registration, qualification, or compliance, in each case where
      it
      has not already done so; or (ii) during any Blackout Period.

    


    (b) Adjustment
      Upon Registration Default Date or Registration Event.
      If a
      Registration Default Date or a Registration Event occurs, then the Company
      agrees to reduce the conversion price for which the Shares are convertible
      [and
      the exercise price for the Placement Agent Warrant] by $0.25. Further, the
      Company agrees to further reduce the conversion price for which the Shares
      are
      convertible [and the exercise price for the Placement Agent Warrant] by $0.25
      for each subsequent six-month period following a Registration Default Date;
      provided, that the conversion price for which the Shares are convertible [and
      the exercise price for the Placement Agent Warrant] shall never be reduced
      to
      less that $0.75.

    


    4. Registration
      Procedures.
      In the
      case of each registration, qualification, or compliance effected by the Company
      pursuant to Section 3 hereof, the Company will keep each Holder including
      securities therein reasonably advised in writing (which may include e-mail)
      as
      to the initiation of each registration, qualification, and compliance and as
      to
      the completion thereof. With respect to any registration statement filed
      pursuant to Section 3, the Company will use its commercially reasonable best
      efforts to:

    


    (a) prepare
      and file with the Commission with respect to such Registrable Securities, a
      registration statement on Form S-1 or Form S-3, or any other form for which
      the
      Company then qualifies or which counsel for the Company shall deem appropriate,
      and which form shall be available for the sale of the Registrable Securities
      in
      accordance with the intended method(s) of distribution thereof, and use its
      commercially reasonable efforts to cause such registration statement to become
      effective as soon as possible and remain effective at least for a period ending
      with the first to occur of (i) the sale of all Registrable Securities covered
      by
      the registration statement, or (ii) the availability under Rule 144 for the
      Holder to immediately, freely resell without restriction all Registrable
      Securities covered by the registration statement (in each case, the“Effectiveness
      Period”);
      provided
      that
      no
      later than two business days before filing with the Commission a registration
      statement or prospectus or any amendments or supplements thereto, the Company
      shall (i) furnish to (A) one special counsel (“Holders
      Counsel”)
      selected by the Company for the benefit of the Holders, copies of all such
      documents proposed to be filed (excluding any exhibits other than applicable
      underwriting documents), in substantially the form proposed to be filed, which
      documents shall be subject to the review of such Holders Counsel, and (ii)
      notify each Holder of Registrable Securities covered by such registration
      statement of any stop order issued or threatened by the Commission and take
      all
      reasonable actions required to prevent the entry of such stop order or to remove
      it if entered;

    


    
      
        
        

      

      
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    (b) if
      a
      registration statement is subject to review by the Commission, promptly respond
      to all comments and diligently pursue resolution of any comments to the
      satisfaction of the Commission;

    


    (c) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective during the Effectiveness
      Period (but in any event at least until expiration of the 90-day period referred
      to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto,
      thereunder, if applicable), and comply with the provisions of the Securities
      Act
      with respect to the disposition of all securities covered by such registration
      statement during such period in accordance with the intended method(s) of
      disposition by the sellers thereof set forth in such registration
      statement;

    


    (d) furnish,
      without charge, to each Holder of Registrable Securities covered by such
      registration statement (i) a reasonable number of copies of such registration
      statement (including any exhibits thereto other than exhibits incorporated
      by
      reference), each amendment and supplement thereto as such Holder may request,
      (ii) such number of copies of the prospectus included in such registration
      statement (including each preliminary prospectus and any other prospectus filed
      under Rule 424 under the Securities Act) as such Holders may request, in
      conformity with the requirements of the Securities Act, and (iii) such other
      documents as such Holder may reasonably request in order to facilitate the
      disposition of the Registrable Securities owned by such Holder, but only during
      the Effectiveness Period;

    


    (e) use
      its
      commercially reasonable best efforts to register or qualify such Registrable
      Securities under such other applicable securities or blue sky laws of such
      jurisdictions as any Holder of Registrable Securities covered by such
      registration statement reasonably requests as may be necessary for the
      marketability of the Registrable Securities (such request to be made by the
      time
      the applicable registration statement is deemed effective by the Commission)
      and
      do any and all other acts and things which may be reasonably necessary or
      advisable to enable such Holder to consummate the disposition in such
      jurisdictions of the Registrable Securities owned by such Holder; provided
      that the
      Company shall not be required to (i) qualify generally to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or
      (iii) consent to general service of process in any such
      jurisdiction;

    


    (f) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of such Registrable Securities at any time when a prospectus relating thereto
      is
      required to be delivered under the Securities Act of the happening of any event
      which comes to the Company's attention if as a result of such event the
      prospectus included in such registration statement contains 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 not misleading and the
      Company shall promptly prepare and furnish to such Holder a supplement or
      amendment to such prospectus (or prepare and file appropriate reports under
      the
      Exchange Act) so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus shall not contain an 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, unless suspension
      of
      the use of such prospectus otherwise is authorized herein or in the event of
      a
      Blackout Period, in which case no supplement or amendment need be furnished
      (or
      Exchange Act filing made) until the termination of such suspension or Blackout
      Period; 

    


    
      
        
        

      

      
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    (g) comply,
      and continue to comply during the period that such registration statement is
      effective under the Securities Act, in all material respects with the Securities
      Act and the Exchange Act and with all applicable rules and regulations of the
      Commission with respect to the disposition of all securities covered by such
      registration statement, and make available to its security holders, as soon
      as
      reasonably practicable, an earnings statement covering the period of at least
      12
      months, but not more than 18 months, beginning with the first full calendar
      month after the SEC Effective Date, which earnings statement shall satisfy
      the
      provisions of Section 11(a) of the Securities Act.

    


    (h) as
      promptly as practicable after becoming aware of such event, notify each Holder
      of Registrable Securities being offered or sold pursuant to the Registration
      Statement of the issuance by the Commission of any stop order or other
      suspension of effectiveness of the Registration Statement at the earliest
      possible time;

    


    (i) permit
      the Holders of Registrable Securities being included in the Registration
      Statement and their legal counsel, at such Holders' sole cost and expense
      (except as otherwise specifically provided in Section 6) to review and have
      a
      reasonable opportunity to comment on the Registration Statement and all
      amendments and supplements thereto at least two Business Days prior to their
      filing with the Commission;

    


    (j)
       make
      available for inspection by any Holder and any Inspector retained by such
      Holder, at such Holder's sole expense, all records as shall be reasonably
      necessary to enable such Holder to exercise its due diligence responsibility,
      and cause the Company's officers, directors, and employees to supply all
      information which such Holder or any Inspector may reasonably request for
      purposes of such due diligence; provided,
      however, that
      such
      Holder shall hold in confidence and shall not make any disclosure of any record
      or other information which the Company determines in good faith to be
      confidential, and of which determination such Holder is so notified at the
      time
      such Holder receives such information, unless (i) the disclosure of such record
      is necessary to avoid or correct a misstatement or omission in the Registration
      Statement and a reasonable time prior to such disclosure the Holder shall have
      informed the Company of the need to so correct such misstatement or omission
      and
      the Company shall have failed to correct such misstatement of omission, (ii)
      the
      release of such record is ordered pursuant to a subpoena or other order from
      a
      court or governmental body of competent jurisdiction, or (iii) the information
      in such record has been made generally available to the public other than by
      disclosure in violation of this or any other agreement. The Company shall not
      be
      required to disclose any confidential information in such records to any
      Inspector until and unless such Inspector shall have entered into a
      confidentiality agreement with the Company with respect thereto, substantially
      in the form of this Section 4(j), which agreement shall permit such Inspector
      to
      disclose records to the Holder who has retained such Inspector. Each Holder
      agrees that it shall, upon learning that disclosure of such records is sought
      in
      or by a court or governmental body of competent jurisdiction or through other
      means, give prompt notice to the Company and allow the Company, at the Company's
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, the records deemed confidential. The Company shall
      hold
      in confidence and shall not make any disclosure of information concerning a
      Holder provided to the Company pursuant to this Agreement unless (i) disclosure
      of such information is necessary to comply with federal or state securities
      laws, (ii) disclosure of such information to the Staff of the Division of
      Corporation Finance is necessary to respond to comments raised by the Staff
      in
      its review of the Registration Statement, (iii) disclosure of such information
      is necessary to avoid or correct a misstatement or omission in the Registration
      Statement, (iv) release of such information is ordered pursuant to a subpoena
      or
      other order from a court or governmental body of competent jurisdiction, or
      (v)
      such information has been made generally available to the public other than
      by
      disclosure in violation of this or any other agreement. The Company agrees
      that
      it shall, upon learning that disclosure of such information concerning a Holder
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to such Holder and allow such Holder,
      at
      such Holder's expense, to undertake appropriate action to prevent disclosure
      of,
      or to obtain a protective order for, such information;

    


    
      
        
        

      

      
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    (k) use
      its
      commercially reasonable best efforts to cause all the Registrable Securities
      covered by the Registration Statement to be listed or quoted on the principal
      securities market on which securities of the same class or series issued by
      the
      Company are then listed or traded;

    


    (l) provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities at all times;

    


    (m) cooperate
      with the Holders of Registrable Securities being offered pursuant to the
      Registration Statement to facilitate the timely preparation and delivery of
      certificates (not bearing any restrictive legends) representing Registrable
      Securities to be offered pursuant to the Registration Statement and enable
      such
      certificates to be in such denominations or amounts as the Holders may
      reasonably request and registered in such names as the Holders may request;
      and

    


    (n) take
      all
      other reasonable actions necessary to expedite and facilitate disposition by
      the
      Holders of the Registrable Securities pursuant to the Registration
      Statement.

    


    5. Suspension
      of Offers and Sales.
      Each
      Holder of Registrable Securities agrees that, upon receipt of any notice from
      the Company of the happening of any event of the kind described in Section
      4(f)
      hereof or of the commencement of an Blackout Period, such Holder shall
      discontinue disposition of Registrable Securities pursuant to the registration
      statement covering such Registrable Securities until such Holder's receipt
      of
      the copies of the supplemented or amended prospectus contemplated by Section
      4(f) hereof or notice of the end of the Blackout Period, and, if so directed
      by
      the Company, such Holder shall deliver to the Company (at the Company's expense)
      all copies (including, without limitation, any and all drafts), other than
      permanent file copies, then in such Holder's possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice. 

     

    


    6. Registration
      Expenses.
      The
      Company shall pay all expenses in connection with any registration, including,
      without limitation, all registration, filing, stock exchange and NASD fees,
      printing expenses, all fees and expenses of complying with securities or blue
      sky laws, the fees and disbursements of counsel for the Company and of its
      independent accountants. Each party shall pay for its own underwriting discounts
      and commissions, transfer taxes and other expenses incurred by the Holders
      for
      the registration of such Holder’s Registrable Securities. Except as provided in
      Section 10, the Company shall not be responsible for the expenses of any
      attorney or other advisor employed by a Holder of Registrable
      Securities.

    


    
      
        
        

      

      
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    7. Assignment
      of Rights.
      No
      Holder may assign its rights under this Agreement to any party without the
      prior
      written consent of the Company; provided,
      however,
      that a
      Holder may assign its rights under this Agreement without such restrictions
      to a
      Permitted Assignee as long as (a) such transfer or assignment is effected in
      accordance with applicable securities laws; (b) such transferee or assignee
      agrees in writing to become subject to the terms of this Agreement; and (c)
      the
      Company is given written notice by such Holder of such transfer or assignment,
      stating the name and address of the transferee or assignee and identifying
      the
      Registrable Securities with respect to which such rights are being transferred
      or assigned.

    


    8. Information
      by Holder.
      The
      Holder or Holders of Registrable Securities included in any registration shall
      furnish to the Company such information regarding such Holder or Holders and
      the
      distribution proposed by such Holder or Holders as the Company may request
      in
      writing.

    


    9. Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any registration pursuant to this Agreement as the result
      of
      any controversy that might arise with respect to the interpretation or
      implementation of this Agreement.

    


    10. Indemnification.

    


    (a) In
      the
      event of the offer and sale of Registrable Securities held by Holders under
      the
      Securities Act, the Company shall, and hereby does, indemnify and hold harmless,
      to the fullest extent permitted by law, each Holder, its directors, officers,
      partners, each other person who participates as an underwriter in the offering
      or sale of such securities, and each other person, if any, who controls or
      is
      under common control with such Holder or any such underwriter within the meaning
      of Section 15 of the Securities Act, against any losses, claims, damages, or
      liabilities, joint or several, and expenses to which the Holder or any such
      director, officer, partner, or underwriter or controlling person may become
      subject under the Securities Act or otherwise, insofar as such losses, claims,
      damages, liabilities, or expenses (or actions or proceedings, whether commenced
      or threatened, in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      registration statement under which such shares were registered under the
      Securities Act, any preliminary prospectus (but only preliminary prospectuses
      approved for distribution by the Company), final prospectus, or summary
      prospectus contained therein, or any amendment or supplement thereto, or any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein in light of the
      circumstances in which they were made not misleading, and the Company shall
      reimburse the Holder, and each such director, officer, partner, underwriter,
      and
      controlling person for any legal or any other expenses reasonably incurred
      by
      them in connection with investigating, defending, or settling any such loss,
      claim, damage, liability, action, or proceeding; provided that the foregoing
      shall not apply to, and the Company shall not be liable, in any such case (i)
      to
      the extent that any such loss, claim, damage, liability (or action or proceeding
      in respect thereof), or expense arises out of or is based upon an untrue
      statement or alleged untrue statement in or omission or alleged omission from
      such registration statement, any such preliminary prospectus, final prospectus,
      summary prospectus, amendment, or supplement in reliance upon and in conformity
      with written information furnished to the Company through an instrument duly
      executed by or on behalf of such Holder specifically stating that it is for
      use
      in the preparation thereof, (ii) provided that the Company has complied with
      its
      obligations hereunder to furnish such Holder with copies of the applicable
      prospectus, if the person asserting any such loss, claim, damage, or liability
      (or action or proceeding in respect thereof) who purchased the Registrable
      Securities that are the subject thereof did not receive a copy of an amended
      preliminary prospectus or the final prospectus (or the final prospectus as
      amended or supplemented) at or prior to the written confirmation of the sale
      of
      such Registrable Securities to such person because of the failure of such Holder
      or underwriter to so provide such amended preliminary or final prospectus and
      the untrue statement or alleged untrue statement or omission or alleged omission
      of a material fact made in such preliminary prospectus was corrected in the
      amended preliminary or final prospectus (or the final prospectus as amended
      or
      supplemented), or (iii) provided that the plan of distribution mechanics
      described in the applicable prospectus are, in form and substance, reasonable
      and customary for transactions of this type, to the extent that the Holders
      failed to comply with the terms of such plan of distribution mechanics. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Holders, or any such director, officer, partner,
      underwriter, or controlling person and shall survive the transfer of such shares
      by the Holder.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) As
      a
      condition to including any Registrable Securities to be offered by a Holder
      in
      any registration statement filed pursuant to this Agreement, each such Holder
      agrees to be bound by the terms of this Section 10 and to indemnify and hold
      harmless, to the fullest extent permitted by law, the Company, its directors
      and
      officers, and each other person, if any, who controls the Company within the
      meaning of Section 15 of the Securities Act, legal counsel and accountants
      for
      the Company, any underwriter, any other Holder selling securities in such
      registration statement, and any controlling person within the meaning of the
      Securities Act of any such underwriter or other Holder, against any losses,
      claims, damages, or liabilities, joint or several, to which the Company or
      any
      such director or officer or controlling person may become subject under the
      Securities Act or otherwise, insofar as such losses, claims, damages, or
      liabilities (or actions or proceedings, whether commenced or threatened, in
      respect thereof) arise out of or are based upon (i) an untrue statement or
      alleged untrue statement in or omission or alleged omission from such
      registration statement, any preliminary prospectus (but only preliminary
      prospectuses approved for distribution by the Holder), final prospectus, or
      summary prospectus contained therein, or any amendment or supplement thereto,
      if
      such statement or alleged statement or omission or alleged omission was made
      in
      reliance upon and in conformity with written information about such Holder
      as a
      Holder of the Company furnished to the Company, (ii) provided that the Company
      has complied with its obligations hereunder to furnish such Holder with copies
      of the applicable prospectus, if the person asserting any such loss, claim,
      damage, or liability (or action or proceeding in respect thereof) who purchased
      the Registrable Securities that are the subject thereof did not receive a copy
      of an amended preliminary prospectus or the final prospectus (or the final
      prospectus as amended or supplemented) at or prior to the written confirmation
      of the sale of such Registrable Securities to such person because of the failure
      of such Holder or underwriter to so provide such amended preliminary or final
      prospectus and the untrue statement or alleged untrue statement or omission
      or
      alleged omission of a material fact made in such preliminary prospectus was
      corrected in the amended preliminary or final prospectus (or the final
      prospectus as amended or supplemented), or (iii) provided that the plan of
      distribution mechanics described in the applicable prospectus are, in form
      and
      substance, reasonable and customary for transactions of this type, to the extent
      that the Holders failed to comply with the terms of such plan of distribution
      mechanics. Such indemnity shall remain in full force and effect regardless
      of
      any investigation made by or on behalf of the Holders, or any such director,
      officer, partner, underwriter, or controlling person and shall survive the
      transfer of such shares by the Holder, and such Holder shall reimburse the
      Company, and each such director, officer, legal counsel and accountants,
      underwriter, other Holder, and controlling person for any legal or other
      expenses reasonably incurred by them in connection with investigating,
      defending, or settling and such loss, claim, damage, liability, action, or
      proceeding; provided,
      however,
      that
      such indemnity agreement found in this Section 10(b) shall in no event exceed
      the gross proceeds from the offering received by such Holder. Such indemnity
      shall remain in full force and effect, regardless of any investigation made
      by
      or on behalf of the Company or any such director, officer, or controlling person
      and shall survive the transfer by any Holder of such shares.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
      after receipt by an indemnified party of notice of the commencement of any
      action or proceeding involving a claim referred to in Section 10(a) or (b)
      hereof (including any governmental action), such indemnified party shall, if
      a
      claim in respect thereof is to be made against an indemnifying party, give
      written notice to the indemnifying party of the commencement of such action;
      provided that the failure of any indemnified party to give notice as provided
      herein shall not relieve the indemnifying party of its obligations under Section
      10(a) or (b) hereof, except to the extent that the indemnifying party is
      actually prejudiced by such failure to give notice. In case any such action
      is
      brought against an indemnified party, unless in the reasonable judgment of
      counsel to such indemnified party a conflict of interest between such
      indemnified and indemnifying parties may exist or the indemnified party may
      have
      defenses not available to the indemnifying party in respect of such claim,
      the
      indemnifying party shall be entitled to participate in and to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party and,
      after notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party for any legal or other expenses subsequently
      incurred by the latter in connection with the defense thereof, unless in such
      indemnified party's reasonable judgment a conflict of interest between such
      indemnified and indemnifying parties arises in respect of such claim after
      the
      assumption of the defenses thereof or the indemnifying party fails to defend
      such claim in a diligent manner, other than reasonable costs of investigation.
      Neither an indemnified nor an indemnifying party shall be liable for any
      settlement of any action or proceeding effected without its consent. No
      indemnifying party shall, without the consent of the indemnified party, consent
      to entry of any judgment or enter into any settlement, which does not include
      as
      an unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect of such claim
      or
      litigation. Notwithstanding anything to the contrary set forth herein, and
      without limiting any of the rights set forth above, in any event any party
      shall
      have the right to retain, at its own expense, counsel with respect to the
      defense of a claim.

    


    (d)  In
      the
      event that an indemnifying party does or is not permitted to assume the defense
      of an action pursuant to Section 10(c) or in the case of the expense
      reimbursement obligation set forth in Section 10(a) and (b), the indemnification
      required by Section 10(a) and (b) hereof shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills received or expenses, losses, damages, or liabilities are
      incurred.

    


    (e) If
      the
      indemnification provided for in this Section 10 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage, or expense referred to herein, the indemnifying party,
      in lieu of indemnifying such indemnified party hereunder, shall (i) contribute
      to the amount paid or payable by such indemnified party as a result of such
      loss, liability, claim, damage, or expense as is appropriate to reflect the
      proportionate relative fault of the indemnifying party on the one hand and
      the
      indemnified party on the other (determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or omission
      relates to information supplied by the indemnifying party or the indemnified
      party and the parties' relative intent, knowledge, access to information, and
      opportunity to correct or prevent such untrue statement or omission), or (ii)
      if
      the allocation provided by clause (i) above is not permitted by applicable
      law
      or provides a lesser sum to the indemnified party than the amount hereinafter
      calculated, not only the proportionate relative fault of the indemnifying party
      and the indemnified party, but also the relative benefits received by the
      indemnifying party on the one hand and the indemnified party on the other,
      as
      well as any other relevant equitable considerations. No indemnified party guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any indemnifying party
      who was not guilty of such fraudulent misrepresentation.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f) Other
      Indemnification.
      Indemnification similar to that specified in the preceding subsections of this
      Section 10 (with appropriate modifications) shall be given by the Company and
      each Holder of Registrable Securities with respect to any required registration
      or other qualification of securities under any federal or state law or
      regulation or governmental authority other than the Securities Act.

    


    11. Miscellaneous.

    


    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas and the United States of America, both substantive and remedial.
      

    


    (b) Successors
      and Assigns.
      Except
      as otherwise provided herein, the provisions hereof shall inure to the benefit
      of, and be binding upon, the successors, Permitted Assigns, executors, and
      administrators of the parties hereto. In the event the Company merges with,
      or
      is otherwise acquired by, a direct or indirect subsidiary of a publicly traded
      company, the Company shall condition the merger or acquisition on the assumption
      by such parent company of the Company's obligations under this Agreement.


    


    (c) Entire
      Agreement.
      This
      Agreement constitutes the full and entire understanding and agreement between
      the parties with regard to the subjects hereof.

    


    (d) Notices,
      etc.
      All
      notices or other communications which are required or permitted under this
      Agreement shall be in writing and sufficient if delivered by hand, by facsimile
      transmission, by registered or certified mail, postage pre-paid, by electronic
      mail, or by courier or overnight carrier, to the persons at the addresses set
      forth below (or at such other address as may be provided hereunder), and shall
      be deemed to have been delivered as of the date so delivered: 

     

    
 

    
      	
              If
                to the Company:

            	 	United Fuel & Energy
              Corporation
	 	 	405 North Marienfeld
	 	 	
              Suite
                300

            
	 	 	
              Midland,
                Texas 79701

            
	 	 	Attention: Bobby Page
	 	 	
              Facsimile
                No.: (432) 571-8099 

            
	 	 	 
	
              If
                to the Purchasers:

            	 	To each Purchaser at the address set
              forth on
              Exhibit A
	 	 	 
	
                                                 
                with a copy to:

            	 	Sanders Morris Harris
              Inc.
	 	 	
              600
                Travis, Suite 3100

            
	 	 	Houston, Texas 77002
	 	 	
              Attention:
                Michael Chadwick

            
	 	 	Facsimile: (713)
              250-4094


    

     

    or
      at
      such other address as any party shall have furnished to the other parties in
      writing.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (e) Delays
      or Omissions.
      No
      delay or omission to exercise any right, power, or remedy accruing to any Holder
      of any Registrable Securities, upon any breach or default of the Company under
      this Agreement, shall impair any such right, power, or remedy of such Holder
      nor
      shall it be construed to be a waiver of any such breach or default, or an
      acquiescence therein, or of or in any similar breach or default thereunder
      occurring; nor shall any waiver of any single breach or default be deemed a
      waiver of any other breach or default theretofore or thereafter occurring.
      Any
      waiver, permit, consent, or approval of any kind or character on the part of
      any
      Holder of any breach or default under this Agreement, or any waiver on the
      part
      of any Holder of any provisions or conditions of this Agreement, must be in
      writing and shall be effective only to the extent specifically set forth in
      such
      writing. All remedies, either under this Agreement, or by law or otherwise
      afforded to any holder, shall be cumulative and not alternative.

    


    (f) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

    


    (g) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

    


    (h) Severability.
      In the
      case any provision of this Agreement shall be invalid, illegal, or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    (i) Amendments.
      The
      provisions of this Agreement may be amended at any time and from time to time,
      and particular provisions of this Agreement may be waived, with and only with
      an
      agreement or consent in writing signed by the Company and by the holders of
      a
      majority of the number of shares of Registrable Securities outstanding as of
      the
      date of such amendment or waiver. The Purchasers acknowledge that by the
      operation of this Section 12(i), the holders of a majority of the outstanding
      Registrable Securities may have the right and power to diminish or eliminate
      all
      rights of the Purchasers under this Agreement.

    


    (j) Limitation
      on Subsequent Registration Rights.
      After
      the date of this Agreement, the Company shall not, without the prior written
      consent of the Holders of at least a majority of the Registrable Share then
      outstanding, enter into any agreement with any holder or prospective holder
      of
      any securities of the Company that would grant such holder registration rights
      senior to those granted to the Holder hereunder.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    This
      Registration Rights Agreement is hereby executed as of the date first above
      written.

     

    
      	 	
              UNITED
                FUEL & ENERGY CORPORATION

            
	 	 
	 	By:
	 	
              

            
	 	Name:
	 	
              

            
	 	Title:
	 	
              

            
	 	 
	 	ENTITY
              PURCHASER
	 	 
	 	
              
Name
              of Purchaser, if entity (please print exact name of investor)
	 	
            
	 	 
	 	By:
	 	
              

            
	 	Name: 
	 	
              
 
	 	Title:
	 	
              
 
	 	 
	 	INDIVIDUAL
              PURCHASER
	 	 
	 	 
	 	
              
                
Name
                of Purchaser, if entity (please print exact name of
                investor)

            
	 	 
	 	 
	 	 
	 	
              
Signature
              of Individual Investor
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Exhibit
        A

    

    


    


    Purchaser
      Information