Exhibit 2.1
 ASSET PURCHASE AGREEMENT
    
  Accounting Firm
 Acquired Assets
 1




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Adjustment Time
 Affiliate
 Agreement
 Arbitrator
 Assumed Liabilities
 Assumption Agreement
 Base Amount
 Basis
 Basket Amount
 Buyer
 Buyer Confidential Information
 Buyer Indemnitees
 Buyers Disclosure Schedule
 2




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Cash
 Claim
 Closing
 Closing Adjustments
 Closing Date
 Closing Statement
 Closing Statement Protest Notice
 Code
 Coverage Term
 Damages
 Disclosure Schedule
 Division
 Division Agreements
 Environmental, Health, and Safety Laws
 Estimated Closing Adjustments
 Estimated Closing Statement
 Estimated Inventory Amount
 3




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Estimated Pre-Buy Contract Payment Amount
 Estimated Purchase Price
 Estimated Wholesale Accounts Receivable Payment Amount
 Exchange Act
 First Note
 42nd Street Yard
 GAAP
 Indemnitee
 Intellectual Property
 Inventory
 Inventory Amount
 Knowledge
 4




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Lease Agreements
 Liability
 Master Tank Space License
 Notes
 Ordinary Course of Business
 PACCAR Payoff Amount
 Payment Date
 Permit
 Permitted Encumbrances
 Person
 Pre-Buy Contract Payment Amount
 Purchase Price
 Retail Accounts Receivable
 Retail Propane Accounts Receivable
 Second Note
 5




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Security Interest
 Seller
 Seller Confidential Information
 Seller Indemnitees
 Subsidiary
 Tax
 Tax Return
 Wholesale Accounts Receivable
 Wholesale Accounts Receivable Payment Amount
 
 Basic Transaction
 Purchase and Sale of Assets
 6




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Closing Statement
  provided however
   7




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Payment for Acquired Assets
  8




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provided however
 Assumption of Liabilities
 Closing
 Deliveries at the Closing
     9




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Allocation
 10




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Certain Closing Prorations and Adjustments
 11




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Organization of Seller
 Authorization of Transaction
 Noncontravention
 Brokers Fees
 12




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Title to Assets
 Undisclosed Liabilities
 Tax Matters
 Real Property
    13




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Intellectual Property
 Tangible Assets
 Wholesale Accounts Receivable
 Litigation
 Environment, Health, and Safety
 14




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Acquired Assets
 
  Organization
 Authorization of Transaction
 Noncontravention
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Brokers Fees
 Proceedings
 Permits
 
  Employees
 Nonsolicitation
 16




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Limited Use of Name
 Buyer Confidential Information
 Seller Confidential Information
 17




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Transition
 Accounts Receivable
 18




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Access to Books and Records
 42nd Street Yard nd nd nd nd
 Insurance provided however
 Assumption of Winthrop Lease Obligations
 19




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Survivability
 
 Survival of Representations and Warranties
 Indemnification by Seller
    20




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Indemnification by Buyer
    Indemnification for Environmental Liability
 Third Party Indemnification
  21




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Limitations
  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE VI OR THIS
AGREEMENT, (I) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.14 OF THIS
AGREEMENT ARE PRECATORY AND SHALL HAVE NO BINDING EFFECT ON SELLER; (II) SELLER
SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY BREACH OF OR INACCURACY IN ANY
REPRESENTATION OR WARRANTY MADE BY SELLER IN SECTION 3.14 HEREOF; AND (III) UNDER NO
CIRCUMSTANCES SHALL SELLER INDEMNIFY BUYER FOR ANY BREACH OF OR INACCURACY IN ANY
REPRESENTATION OR WARRANTY MADE BY SELLER IN SECTION 3.14 HEREOF.
 22




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Press Releases and Public Announcements
 No Third Party Beneficiaries
 Entire Agreement
 Succession and Assignment
 Counterparts
 Headings
 Notices
 If to Seller:
    
    United Fuel & Energy Corporation1800 W. Katella Ave., Suite 102Orange, California 92867Attn: Mr. William C. BousemaCopy to
    
    Cox Smith Matthews Incorporated
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(which shall not
    
    112 E. Pecan Street, Suite 1800constitute notice):
    
    San Antonio, Texas 78205Attn: Will LiebmannIf to Buyer:
    
    Propane Direct Enterprises, LLC533 N. PortlandOklahoma City, OK  73107Attn:  Mr. Brock HardyCopy to
    
    Hartzog Conger Cason & Neville(which shall not
    
    1600 Bank of Oklahoma Plazaconstitute notice):
    
    201 Robert S. Kerr Ave.Oklahoma City, OK  73102Attn:  John D. Robertson, Esq.
  Governing Law
 Amendments and Waivers
 Severability
 Expenses provided however
 24




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Construction
 Incorporation of Exhibits and Schedules
 Litigation Expense
 Specific Performance
 Payment of Sales and Transfer Taxes
 Ad Valorem Taxes.
 Disclosures
 25




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Annexation Disclosures . If the real property that is the subject of this Agreement is
located outside the limits of a municipality, the property may now or later be included in the
extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by
the municipality. Each municipality maintains a map that depicts its boundaries and
extraterritorial jurisdiction. To determine if the property is located within a municipalitys
extraterritorial jurisdiction or is likely to be located within a municipalitys extraterritorial
jurisdiction, contact all municipalities located in the general proximity of the property for
further information.
 Notice of Water and Sewer Service . Pursuant to Section 13.257 of the Texas Water
Code, Seller provides Buyer with the following notice: The property that you are about to
purchase is located in the water service area and the sewer service area of City of Midland and
City of Odessa, Texas, which is the utility service providers authorized by law to provide water or
sewer service to your property. No other retail public utility is authorized to provide water or
sewer service to your property. There may be special costs or charges that you will be required to
pay before you can receive water or sewer service. There may be a period required to construct
lines or other facilities necessary to provide water or sewer service to your property. You are
advised to contact the utility service provider to determine the cost that you will be required to
pay and the period, if any, that is required to provide water or sewer service to your property.
 The undersigned Buyer hereby acknowledges receipt of the foregoing notice at or before the
execution of a binding contract for the purchase of the property described in the notice or at
closing of purchase of the property.
 Utility District . Buyer agrees that if the property is situated in any utility
district, Seller and Buyer will sign and acknowledge at or prior to the Closing, a statutory notice
as required under Section 50.301 of the Texas Water Code.
  26




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BUYER:
    
    PROPANE DIRECT ENTERPRISES, LLC,a Texas limited liability companyBy:
    
    /s/ Thomas E. KellyName:
    
    Thomas E. KellyTitle:
    
    Chief Executive OfficerSELLER:
    
    UNITED FUEL & ENERGYCORPORATION, a Texas corporationBy:
    
    /s/ William C. BousemaName:
    
    William C. BousemaTitle:
    
    EVP, CFO & Secretary
 JOINDER BY UNITED FUEL & ENERGY CORPORATION
   UNITED FUEL & ENERGYCORPORATION, a Nevada corporationBy:
    
    /s/ William C. BousemaName:
    
    William C. BousemaTitle:
    
    EVP, CFO & Secretary
 27