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                           STOCK ACQUISITION AGREEMENT

This Agreement is made and entered into this the 1 day of January, 2001 by and
between THOMAS E. KELLY, ("Kelly"), RICHARD C. SKILLERN, ("Skillern"), JOHNNY
GRIMES, BILLY D. GRIMES and NEW WEST RESOURCES, INC., ("New West"), all
hereinafter collectively referred to as Shareholders.

                                   RECITALS:

     WHEREAS, Shareholders are the present owned of 100% of the outstanding
shares of common stock in UNITED FUEL & ENERGY CORPORATION, a Texas corporation
(hereinafter referred to as the "Corporation"); and

     WHEREAS, Johnny Grimes and Billy D. Grimes presently desire to sell all of
their shares of common stock in the Corporation, being 150 shares owned by
Johnny Grimes and 150 shares of stock owned by Billy D. Grimes; and

     WHEREAS, the Original Shareholders (being Kelly, Skillern, Johnny Grimes
and Billy D. Grimes) have agreed to a right of first refusal whereby if any of
said Original Shareholders desired to sell his shares, he would be obligated to
first offer to sell his shares to the other Original Shareholders of the
Corporation; and

     WHEREAS, Johnny Grimes and Billy D. Grimes desire to sell all of their
shares of stock in the Corporation to Kelly, Skillern and New West pursuant to
the terms and conditions herein; and

     WHEREAS, Kelly, Skillern and New West desire to acquire said shares of
stock from Johnny Grimes and Billy D. Grimes; and

     WHEREAS, Kelly, Skillern and New West have agreed among themselves that New
West will acquire sixty (60) of the shares being sold hereunder and that Kelly
and Skillern will each acquire one hundred twenty (120) of the shares being
sold.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties hereto agree as follows;

                                       I.

     Johnny Grimes hereby agrees to sell all of his shares of stock in the
Corporation, being 150 shares, to Kelly, Skillern and New West for the
consideration of TWO HUNDRED THOUSAND DOLLARS ($200,000.00). Said $200,000.00
will be paid in the following manner:

     $100,000.00 will be paid in cash be delivery of a cashier's check at the
     time

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     of closing (as specified herein) and the remaining $100,000.00 will be
     due and payable pursuant to the terms of two promissory notes in the amount
     of $50,000.00 each to be delivered at the time of closing. One promissory
     note will be executed by Kelly and will provide for payment thereof in 15
     equal monthly installments with the first installment being due and payable
     within one month after closing and a like installment being due and payable
     each month thereafter until fully paid; said note shall bear no interest
     unless the note is in default for thirty (30) days at which time the note
     will bear interest at twelve percent (12%) per annum until fully paid. The
     other note in the amount of $50,000.00 shall be executed by Skillern and
     will provide for payment thereof in 15 equal monthly installments with the
     first installment being due and payable one month after closing and a like
     installment being due and payable each month thereafter until fully paid;
     said note shell also bear no interest unless the note is in default for
     thirty (30) days at which time the note will bear interest at twelve
     percent (12%) per annum until fully paid.

                                       II.

     Billy D. Grimes hereby agrees to sell all of his shared of stock in the
Corporation being 150 shares to Kelly, Skillern and New West Resources for a
consideration of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Said $100,000.00
will be paid in the following manner:

     $50,000.00 will be paid in cash be delivery of a cashier's check at the
     time of closing (as specified herein) and the remaining $50,000.00 will be
     due and payable pursuant to the terms of two promissory notes in the amount
     of $25,000.00 each to be delivered at the closing. One promissory note will
     be executed by Kelly and will provide for payment thereof in 15 equal
     monthly installments with the first installment being due and payable
     within one month after closing and a like installment being due and payable
     each month thereafter until fully paid; said note shall bear no interest
     unless the note is in default for thirty (30) days at which time the note
     will bear interest at twelve percent (12%) per annum until fully paid. The
     other note in the amount of $25,000.00 shall be executed by Skillern
     payable in 15 equal installments with the first installment being due and
     payable one month after closing and a like installment being due and
     payable each month thereafter until fully paid; said note shall also bear
     no interest unless the note is in default for thirty (30) days at which
     time the note will bear interest at twelve percent (12%) per annum until
     fully paid.

                                       III

     At the closing and as a condition precedent to the payments described in
Articles
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I and II hereof, Johnny Grimes and Billy D. Grimes shall cause stock
certificates, duly endorsed in blank or with accompanying stock powers duly
endorsed in blank, representing the 300 shares of common stock of the
Corporation being sold hereunder to be delivered to Kelly, Skillern and New
West, Kelly, Skillern and New West agree to assist Johnny Grimes and Billy D.
Grimes in getting the required stock certificates delivered at the closing,
since those stock certificates are currently held by United Bank, Texas FSB
as security against loans. Upon receipt of the stock certificates, Kelly,
Skillern and New West shall Cause the Corporation to issue a new stock
certificate for 60 of the shares in the name of New West, a new stock
certificate for 120 of the shares in the name of Kelly and a new stock
certificate for 120 of the shares to be issued in the name of Skillern. These
newly issued stock certificates shall be immediately delivered by the
Corporation to United Bank, Texas FSB, together with a stock power from each
of New West Kelly and Skillern duly endorsed in blank, to replace the stock
certificates delivered at the closing.

     In addition to the stock certificates Kelly and Skillern shall also deliver
to United Bank, Texas, FSB stock powers separate from the original certificate
transferring said 120 shares to Johnny Grimes and Billy D. Grimes to be held by
United Bank Texas, FSB until the promissory notes described in Paragraphs I and
II herein have been paid in full. If either Kelly or Skillern should default in
the payment of their notes for a period of 30 days, at the written request of
Johnny Grimes and/or Billy D. Grimes, said stock certificates and powers shall
be delivered by United Bank, Texas, FSB to the Corporation and the Corporation
shall reissue said shares to Johnny Grimes and/or Billy D. Grimes in accordance
with the stock powers. The corporation shall then immediately deliver these
newly issued stock certificates to United Bank, Texas, FSB together with a stock
power from each Billy D. Grimes and Johnny Grimes endorsed in blank, to replace
these stock certificates.

                                       IV.

     As additional consideration for the sale of such stock, Kelly and Skillern
agree to have Johnny Grimes and Billy D. Grimes removed from all individual
liability of United Fuel & Energy Corporation, Frank's Fuels, Inc and
Eddins-Walcher Company and have them released from the guarantees that they
signed to United Fuel & Energy Corporation, United Bank, Texas, FSB and to Bank
One, Texas, NA. Said releases of liabilIty shall be obtained from United Fuel &
Energy Corporation, United Bank, Texas, FSB and Bank One, Texas, NA and
presented to Johnny Grimes and Billy D. Grimes at the time of closing.

                                       V.

     For and in consideration of the monies to be paid herein and
in consideration of the released of liability, Johnny Grimes and Billy D. Grimes
do hereby agree at closing to execute a release that fully releases, remises,
quit claims and forever discharges Kelly,

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Skillern and New West, their heirs, executors, administrators, successors and
assigns, and their agents, employees, and all other persons, firms, and
corporations in privity with the released parties whatsoever, of and from all
claims, demands, or causes of action in any way related to losses or damages
sustained by Johnny Grimes and/or Billy D. Grimes as a result of Kelly's,
Skillern's and/or New West's actions or omissions to act in their ownership,
employment, directorship, management and operations of United Fuel & Enemy
Corporation, Eddins-Walcher Company, and/or Frank's Fuels, Inc. Said causes
of action or claims being past and present, whether known or unknown, which
might allegedly be asserted in a lawsuit against Kelly, Skillern and/or New
West.

                                       VI.

     For and in consideration of the sale of said shares of stock, Kelly,
Skillern and New West Resources do hereby agree to execute at closing a release
that fully releases, remises, quit claims and forever discharges Johnny Grimes
and Billy D. Grimes, their heirs, administrators, successor's and assigns, and
all other persons, firms or corporations in privity with the released parties
whatsoever, of and from all claims, demands, or causes of action in any way
related to losses or damages sustained by Kelly, Skillern and/or New West
Resources as a result of Johnny Grimes and Billy D. Grimes' actions or omissions
to act in their ownership, employment, directorship, management and operations
of Eddins-Walcher Company, Inc., Frank's Fuels, Inc. and/or United Fuel & Energy
Corporation. Said causes of action or claims being past and present, whether
known or unknown which might allegedly be asserted in a lawsuit against Johnny
Grimes and/or Billy D. Grimes.

                                      VII.

     The parties hereto understand and agree that it is their intent to
indemnify and forever release the other parties from ny and all causes of
action that might in any way relate to the employment, operation,
directorship, ownership or operations of United Fuel & Energy Corporation
Eddins-Walcher Company and/or Frank's Fuels, Inc.

                                      VIII.

     The closing on the sale of this Stock shall take place on or before January
23,2001, at the law offices of McMahon, Tidwell, Hansen, Atkins & Peacock, P,C..
4001 E. 42nd Street, Suite 200, Odessa, Ector County, Texas.

                                       IX.

     The parties hereto agree to execute any and all documents necessary to
satisfy this Agreement at the time of closing including the execution of a stock
transfer documents separate and apart from Stock Certificates to be delivered to
the United Bank, Texas, FSB to be held until the promissory notes described
herein have been fully paid.

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The parties also agree to execute any escrow agreement that may be required
by United Bank Texas, FSB, as a requirement for holding said shares of stock.

                                       X.

     This Agreement shall be binding on all and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

                                       XI.

     The parties hereto agree that this Agreement shall be enforced in
accordance with the laws of the state of Texas and that venue shall be in
Odessa, Ector County Texas.

     Executed the date herein above first Written.

                                   /s/ Thomas E. Kelly
                                   ------------------------
                                   THOMAS E. KELLY

                                   /s/ Richard C. Skillern
                                   -------------------------
                                   RICHARD C. SKILLERN

                                   /s/ Johnny Grimes
                                   --------------------------
                                   JOHNNY GRIMES

                                   /s/ Billy D. Grimes
                                   ---------------------------
                                   BILLY D. GRIMES




                                   NEW WEST RESOURCES, INC.




                                   By: /s/ John D. Parker
                                      ------------------------
                                      VP Secretary
                                      ------------------------



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