EXHIBIT
          4.2

         

      

      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        REGISTRATION RIGHTS
        AGREEMENT
        (this
“Agreement”)
        dated
        October 5, 2007, is entered into by and between United Fuel & Energy
        Corporation, a Nevada corporation (the “Company”),
        and
        Frank P. Greinke, as Trustee under the Greinke Business Living Trust dated
        April
        20, 1999 (the “Purchaser”).
        

      


      RECITALS

      


      A. The
        Company and the Purchaser are parties to that certain Mutual Stock Purchase
        Agreement dated September 14, 2007 (the “Purchase
        Agreement”)
        pursuant to which the Company has agreed to sell, and the Purchaser has agreed
        to purchase, shares of common stock, par value $0.001 per share (“Common
        Stock”),
        of
        the Company. 

      


      B. The
        Company’s and the Purchaser’s respective obligations under the Purchase
        Agreement are conditioned upon the execution and delivery of this Agreement.
        

      


      C. In
        connection with the purchase by the Purchaser of the Common Stock pursuant
        to
        the Purchase Agreement, the Company desires to grant to the Purchaser certain
        registration rights with respect to the stock of the Company held by
        them.

      


      AGREEMENT

      


      NOW,
        THEREFORE,
        in
        consideration of the premises and respective covenants and agreements set
        forth
        in this Agreement and other good and valuable consideration the receipt and
        sufficiency of which are hereby acknowledged, and intending to be legally
        bound,
        the parties agree as follows:

      


      ARTICLE
        I.

      REGISTRATION
        RIGHTS

      


      Section
        1.1 Definitions.
        For
        purposes of this Agreement:

      


      (a) “Affiliate”
means,
        with respect to any Person, (i) any other Person of which securities or other
        ownership interests representing more than (50%)
        of the
        voting interests are, at the time such determination is being made, owned,
        Controlled or held, directly or indirectly, by such Person or (ii) any other
        Person which, at the time such determination is being made, is Controlling,
        Controlled by or under common Control with, such Person. As used herein,
        “Control”,
        whether used as a noun or verb, refers to the possession, directly or
        indirectly, of the power to direct, or cause the direction of, the management
        or
        policies of a Person, whether through the ownership of voting securities
        or
        otherwise.

      


      (b) “Holder”
means
        a
        Person that (i) is a party to this Agreement (or a permitted transferee under
        Section 1.7
        hereof)
        and (ii) owns Registrable Securities. 

      


      (c) “Majority
        in Interest of Participating Holders”
means
        Participating Holders owning a majority of the Registrable Securities included
        in a Registration Statement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) “NASD”
means
        the National Association of Securities Dealers, Inc.

      


      (e) “Participating
        Holders”
means
        Holders participating, or electing to participate, in an offering of Registrable
        Securities.

      


      (f) “Person”
means
        any individual, firm, corporation, company, partnership, trust, incorporated
        or
        unincorporated association, limited liability company, joint venture, joint
        stock company, government (or an agency or political subdivision thereof)
        or
        other entity of any kind, and shall include any successor (by merger or
        otherwise) of any such entity.

      


      (g) “Registrable
        Securities”
means
        any shares of Common Stock of the Company (i) acquired
        by Purchase pursuant to the Purchase Agreement;
        and
        (ii) issued or issuable with respect to the securities referred to in clause
        (i)
        above by virtue of any stock dividends, stock splits, combinations,
        recapitalizations, mergers, consolidations and the like; provided,
        however,
        that
        shares of Common Stock that are considered to be Registrable Securities shall
        cease to be Registrable Securities (A) upon the sale thereof pursuant to
        an
        effective registration statement, (B) upon the sale thereof pursuant to
        Rule 144 (or successor rule) under the Securities Act, (C) when such
        securities cease to be outstanding or
        (D) in
        a private transaction where the transferor’s rights under this Agreement are not
        assigned, or are improperly assigned pursuant to the terms and conditions
        of
        this Agreement.

      


      (h) “Registrable
        Securities then outstanding”
means
        the number of shares of Common Stock determined by adding, at the time of
        such
        calculation, the number of outstanding shares of Common Stock which are
        Registrable Securities, plus the number of shares of Common Stock issuable
        pursuant to then exercisable or convertible securities which are Registrable
        Securities.

      


      (i) “Registration
        Expenses”
mean
        all expenses (other than underwriting discounts and commissions) arising
        from or
        incident to the performance of, or compliance with, this ARTICLE I,
        including, without limitation, (i) SEC, stock exchange, NASD and other
        registration and filing fees, (ii) all fees and expenses incurred in connection
        with complying with any securities or blue sky laws (including, without
        limitation, fees, charges and disbursements of counsel in connection with
        blue
        sky qualifications of the Registrable Securities), (iii) all printing, messenger
        and delivery expenses, (iv) the fees, charges and disbursements of counsel
        to
        the Company and of its independent public accountants and any other accounting
        and legal fees, charges and expenses incurred by the Company (including,
        without
        limitation, any expenses arising from any special audits or “comfort letters”
required in connection with or incident to any registration), (v) the fees,
        charges and disbursements of any special experts retained by the Company
        in
        connection with any registration pursuant to the terms of this Agreement,
        (vi)
        all internal expenses of the Company (including, without limitation, all
        salaries and expenses of its officers and employees performing legal or
        accounting duties), (vii) the fees and expenses incurred in connection with
        the
        listing of the Registrable Securities on any securities exchange or Nasdaq
        and
        (viii) Securities Act liability insurance (if the Company elects to obtain
        such
        insurance), regardless of whether any Registration Statement filed in connection
        with such registration is declared effective. 

       

      
        
          
          

        

        
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      (j) “Registration
        Statement”
shall
        mean any Registration Statement of the Company filed with the SEC on the
        appropriate form pursuant to the Securities Act which covers any of the shares
        of Common Stock and any other Registrable Securities pursuant to the provisions
        of this Agreement and all amendments and supplements to any such Registration
        Statement, including post-effective amendments, in each case including the
        prospectus contained therein, all exhibits thereto and all materials
        incorporated by reference therein.

      


      (k) “SEC”
or
        “Commission”
means
        the United States Securities and Exchange Commission. 

      


      (l) “Selling
        Expenses”
shall
        mean the underwriting fees, discounts, selling commissions and stock transfer
        taxes applicable to all Registrable Securities registered by the Participating
        Holders.

      


      Section
        1.2 Piggyback
        Registrations.

      


      (a) Right
        to Include Registrable Securities.
        Beginning on the first anniversary of the date of this Agreement, each time
        that
        the Company proposes for any reason to register any of its Common Stock under
        the Securities Act, either for its own account or for the account of a
        stockholder or stockholders exercising demand registration rights (a
“Proposed
        Registration”),
        the
        Company shall promptly give written notice of such Proposed Registration
        to all
        of the Holders of Registrable Securities (which notice shall be given not
        less
        than twenty (20) days prior to the expected effective date of the Company’s
        Registration Statement) and shall offer such Holders the right to request
        inclusion of any of such Holder’s Registrable Securities in the Proposed
        Registration; provided,
        however,
        that
        the Holders shall have no right to include Registrable Securities in a
        registration statement relating either to the sale of securities to employees
        of
        the Company pursuant to a stock option, stock purchase or similar plan or
        an SEC
        Rule 145 transaction. The rights to piggyback registration may be exercised
        an
        unlimited number of occasions.

      


      (b) Piggyback
        Procedure.
        Each
        Holder of Registrable Securities shall have ten
        (10)
        days
        from the date of receipt of the Company’s notice referred to in Section
        1.2(a)
        above to
        deliver to the Company a written request specifying the number of Registrable
        Securities such Holder intends to sell and such Holder’s intended method of
        disposition. Any Holder shall have the right to withdraw such Holder’s request
        for inclusion of such holder’s Registrable Securities in any Registration
        Statement pursuant to this Section 1.2
        by
        giving written notice to the Company of such withdrawal;
        provided, however, that the Company may ignore a notice of withdrawal made
        within 24 hours of the time the Registration Statement is to become
        effective. Subject
        to Section 1.2(c)
        below,
        the Company shall use commercially reasonable efforts to
        include
        in such Registration Statement all such Registrable Securities so requested
        to
        be included therein; provided,
        however,
        that
        the Company may at any time withdraw or cease proceeding with any such Proposed
        Registration if it shall at the same time withdraw or cease proceeding with
        the
        registration of all other shares of Common Stock originally proposed to be
        registered. In
        the
        event that the Proposed Registration by the Company is, in whole or in part,
        an
        underwritten public offering of securities of the Company, any request under
        this Section 1.2(b)
        shall
        specify that the Registrable Securities be included in the underwriting on
        the
        same terms and conditions as the shares, if any, otherwise being sold through
        underwriters under such registration.

       

      
        
          
          

        

        
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      (c) Priority
        for Piggyback Registration.
        Notwithstanding any other provision of this ARTICLE I,
        if the
        managing underwriter of an underwritten public offering determines and advises
        the Company and the Participating Holders in writing that the inclusion of
        all
        Registrable Securities proposed to be included by the Participating Holders
        of
        Registrable Securities in the underwritten public offering would adversely
        interfere with the successful marketing of the Company’s securities, then the
        Participating Holders shall not be permitted to include any Registrable
        Securities in excess of the amount, if any, of Registrable Securities which
        the
        managing underwriter of such underwritten public offering shall reasonably
        and
        in good faith agree in writing to include in such public offering in addition
        to
        the amount of securities to be registered for the account of the Company.
        In no
        event shall any Registrable Securities be excluded from such offering unless
        all
        other stockholders’ securities are excluded. The Company will be obligated to
        include in such Registration Statement, as to each Participating Holder,
        only
        that portion of the Registrable Securities such Participating Holder has
        requested be registered equal to the product of (i) the total number of
        Registrable Securities which the managing underwriter agrees to include in
        the
        public offering and (ii) the ratio which such Participating Holder’s requested
        Registrable Securities bears to the total number of Registrable Securities
        requested to be included in such Registration Statement by all Participating
        Holders who have requested that their Registrable Securities be included
        in such
        Registration Statement. It is acknowledged by the parties hereto that pursuant
        to the foregoing provision, the securities to be included in a registration
        initiated by the Company shall be allocated:

      


      (i) first,
        to
        the Company;

      


      (ii) second,
        ratably
        to the
        Participating Holders; and

      


      (iii) third,
        to
        any others requesting registration of securities of the Company.

      


      Notwithstanding
        the foregoing, in no event shall the amount of securities of the Participating
        Holders included in the offering be reduced below 25% of the total amount
        of
        securities included in the offering, in which case the Participating Holders
        may
        be excluded below this amount if the underwriters make the determination
        described above and no other stockholders securities are included in such
        offering. If as a result of the provisions of this Section 1.2(c),
        any
        Holder shall not be entitled to include more
        than
        50% of
        its
        Registrable Securities in a registration that such Holder has requested to
        be so
        included, such Holder may withdraw such Holder’s request to include Registrable
        Securities in such Registration Statement.

      


      (d) Underwritten
        Offering.
        In the
        event that the Proposed Registration by the Company is, in whole or in part,
        an
        underwritten public offering of securities of the Company, any notice from
        the
        Company to the Holders under this Section 1.2
        shall
        offer the Holders the right to include any Registrable Securities covered
        by the
        Proposed Registration in the underwriting on the same terms and conditions
        as
        the shares, if any, otherwise being sold through underwriters under such
        registration. The managing underwriter for any Proposed Registration that
        involves an underwritten public offering shall be one or more reputable
        nationally recognized investment banks selected by the Company.

       

      
        
          
          

        

        
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      Section
        1.3 Registration
        Procedures.

      


      (a) Obligations
        of the Company.
        Whenever registration of Registrable Securities is required pursuant to this
        Agreement, the Company shall use commercially
        reasonable efforts to
        effect
        the registration and sale of such Registrable Securities in accordance with
        the
        intended method of distribution thereof as promptly as possible, and in
        connection with any such request, the Company shall, as expeditiously as
        possible:

      


      (i) Preparation
        of Registration Statement; Effectiveness.
        Prepare
        and file with the SEC a Registration Statement on any form on which the Company
        then qualifies, which counsel for the Company shall deem appropriate and
        pursuant to which such offering may be made in accordance with the intended
        method of distribution thereof (except that the Registration Statement shall
        contain such information as may reasonably be requested for marketing or
        other
        purposes by the managing underwriter), and use commercially
        reasonable efforts
        to cause
        any registration required hereunder to become effective as soon as practicable
        after the initial filing thereof and remain effective for a period of not
        less
        than one
        (1)
        year
        (or such
        shorter period in which all Registrable Securities have been sold in accordance
        with the methods of distribution set forth in the Registration Statement);
        provided,
        however,
        that,
        in the case of any registration of Registrable Securities on Form S-3 which
        are
        intended to be offered on a continuous or delayed basis, such one-year
        period
        shall be extended, if necessary, to keep the Registration Statement effective
        until all such Registrable Securities are sold, provided
        that
        Rule 415, or any successor rule under the Securities Act, permits an offering
        on
        a continuous or delayed basis;

      


      (ii) Participation
        in Preparation.
        Provide
        any Participating Holder, any underwriter participating in any disposition
        pursuant to a Registration Statement, and any attorney, accountant or other
        agent retained by any Participating Holder or underwriter (each, an
“Inspector”
and,
        collectively, the “Inspectors”),
        the
        opportunity to participate (including, but not limited to, reviewing, commenting
        on and attending all meetings) in the preparation of such Registration
        Statement, each prospectus included therein or filed with the SEC and each
        amendment or supplement thereto;

      


      (iii) Due
        Diligence.
        For a
        reasonable period prior to the filing of any Registration Statement pursuant
        to
        this Agreement, make available for inspection and copying by the Inspectors
        such
        financial and other information and books and records, pertinent corporate
        documents and properties of the Company and its subsidiaries and cause the
        officers, directors, employees, counsel and independent certified public
        accountants of the Company and its subsidiaries to respond to such inquiries
        and
        to supply all information reasonably requested by any such Inspector in
        connection with such Registration Statement, as shall be reasonably necessary,
        in the judgment of the Inspectors, to conduct a reasonable investigation
        within
        the meaning of the Securities Act;
        provided,
        however,
        that if
        requested by the Company, each Inspector shall enter into a confidentiality
        agreement with the Company prior to participating in the preparation of the
        Registration Statement or the Company’s release or disclosure of confidential
        information to such Inspector;

       

      
        
          
          

        

        
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      (iv) General
        Notifications.
        Promptly notify in writing the Participating Holders, the sales or placement
        agent, if any, therefor and the managing underwriter of the securities being
        sold, (A) when such Registration Statement or the prospectus included therein
        or
        any prospectus amendment or supplement or post-effective amendment has been
        filed, and, with respect to any such Registration Statement or any
        post-effective amendment, when the same has become effective, (B) when the
        SEC
        notifies the Company whether there will be a “review” of such Registration
        Statement and (C) of any comments (oral or written) by the SEC and by the
        blue
        sky or securities commissioner or regulator of any state with respect thereto
        or
        (D) of any request by the SEC for any amendments or supplements to such
        Registration Statement or the prospectus or for additional
        information;

      


      (v) 10b-5
        Notification.
        Promptly notify in writing the Participating Holders, the sales or placement
        agent, if any, therefor and the managing underwriter of the securities being
        sold pursuant to any Registration Statement at any time when a prospectus
        relating thereto is required to be delivered under the Securities Act upon
        discovery that, or upon the happening of any event as a result of which,
        any
        prospectus included in such Registration Statement (or amendment or supplement
        thereto) 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 in light of the circumstances under which they were
        made,
        and the Company shall promptly prepare a supplement or amendment to such
        prospectus and file it with the SEC (in any event no later than ten (10)
        days
        following notice of the occurrence of such event to each Participating Holder,
        the sales or placement agent and the managing underwriter) so that after
        delivery of such prospectus, as so amended or supplemented, to the purchasers
        of
        such Registrable Securities, such prospectus, as so amended or supplemented,
        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 in light of the circumstances under which they were
        made;

      


      (vi) Notification
        of Stop Orders; Suspensions of Qualifications and Exemptions.
        Promptly notify in writing the Participating Holders, the sales or placement
        agent, if any, therefor and the managing underwriter of the securities being
        sold of the issuance by the SEC of (A) any stop order issued or threatened
        to be
        issued by the SEC or (B) any notification with respect to the suspension of
        the qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction or the initiation or threatening
        of any
        proceeding for such purpose and the Company agrees to use commercially
        reasonable efforts
        to (x)
        prevent the issuance of any such stop order, and in the event of such issuance,
        to obtain the withdrawal of any such stop order and (y) obtain the withdrawal
        of
        any order suspending or preventing the use of any related prospectus or
        suspending the qualification of any Registrable Securities included in such
        Registration Statement for sale in any jurisdiction at the earliest practicable
        date;

       

      
        
          
          

        

        
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      (vii) Amendments
        and Supplements; Acceleration.
        (A)
        Prepare and file with the SEC such amendments and supplements to each
        Registration Statement as may be necessary to comply with the provisions
        of the
        Securities Act, including post-effective amendments to each Registration
        Statement as may be necessary to keep such Registration Statement continuously
        effective for the applicable time period required hereunder and if applicable,
        file any Registration Statements pursuant to Rule 462(b) under the Securities
        Act; (B) cause the related prospectus to be supplemented by any required
        prospectus supplement, and as so supplemented to be filed pursuant to Rule
        424
        (or any similar provisions then in force) promulgated under the Securities
        Act;
        (C) comply with the provisions of the Securities Act and the Exchange Act
        with respect to the disposition of all securities covered by such Registration
        Statement during such period in accordance with the intended methods of
        disposition by the sellers thereof set forth in such Registration Statement
        as
        so amended or in such prospectus as so supplemented; and (D) if a
        Majority in Interest of
        the
        Participating Holders so request, request acceleration of effectiveness of
        the
        Registration Statement from the SEC and any post-effective amendments thereto,
        if any are filed; provided,
        however,
        that at
        the time of such request, the Company does not in good faith believe that
        it is
        necessary to amend further the Registration Statement in order to comply
        with
        the provisions of this subparagraph and, provided,
        further,
        if the
        Company wishes to further amend the Registration Statement prior to requesting
        acceleration, it shall have five
        (5) days
        to
        so amend prior to requesting acceleration;

      


      (viii) Copies.
        Furnish
        as promptly as practicable to each Participating Holder and Inspector prior
        to
        filing a Registration Statement or any supplement or amendment thereto, copies
        of such Registration Statement, supplement or amendment as it is proposed
        to be
        filed, and after such filing such number of copies of such Registration
        Statement, each amendment and supplement thereto (in each case including
        all
        exhibits thereto), the prospectus included in such Registration Statement
        (including each preliminary prospectus) and such other documents as each
        such
        Participating Holder or underwriter may reasonably request in order to
        facilitate the disposition of the Registrable Securities owned by such
        Participating Holder;

      


      (ix) Blue
        Sky.
        Use
commercially
        reasonable efforts
        to,
        prior to any public offering of the Registrable Securities, register or qualify
        (or seek an exemption from registration or qualifications) such Registrable
        Securities under such other securities or blue sky laws of such jurisdictions
        as
        any Participating Holder or underwriter may request, and to continue such
        qualification in effect in each such jurisdiction for as long as is permissible
        pursuant to the laws of such jurisdiction, or for as long as a Participating
        Holder or underwriter requests or until all of such Registrable Securities
        are
        sold, whichever is shortest, and do any and all other acts and things which
        may
        be reasonably necessary or advisable to enable any Participating Holder to
        consummate the disposition in such jurisdictions of the Registrable
        Securities;
        provided,
        however,
        that
        the Company shall not be required in connection therewith or as a condition
        thereto to qualify to do business or to file a general consent of process
        in any
        such states or jurisdictions or subject itself to material taxation in any
        such
        state or jurisdiction, but for this subparagraph;

       

      
        
          
          

        

        
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      (x) Other
        Approvals.
        Use
commercially
        reasonable efforts
        to
        obtain all other approvals, consents, exemptions or authorizations from such
        governmental agencies or authorities as may be necessary to enable the
        Participating Holders and underwriters to consummate the disposition of
        Registrable Securities;

      


      (xi) Agreements.
        Enter
        into and perform customary agreements (including any underwriting agreements
        in
        customary form), and take such other actions as may be reasonably required
        in
        order to expedite or facilitate the disposition of Registrable
        Securities;

      


      (xii) Certificates,
        Closing.
        Provide
        officers’ certificates and other customary closing documents;

      


      (xiii) NASD.
        Cooperate with each Participating Holder and each underwriter participating
        in
        the disposition of such Registrable Securities and underwriters’ counsel in
        connection with any filings required to be made with the NASD;

      


      (xiv) Transfer
        Agent, Registrar and CUSIP.
        Provide
        a transfer agent and registrar for all Registrable Securities registered
        pursuant hereto and a CUSIP number for all such Registrable Securities, in
        each
        case, no later than the effective date of such registration; and

      


      (xv) Commercially
        Reasonable Efforts.
        Use
commercially
        reasonable efforts
        to take
        all other actions necessary to effect the registration of the Registrable
        Securities contemplated hereby.

      


      (b) Seller
        Information.
        The
        Company may require each Participating Holder as to which any registration
        of
        such Holder’s Registrable Securities is being effected to furnish to the Company
        with such information regarding such Participating Holder and such Participating
        Holder’s method of distribution of such Registrable Securities as the Company
        may from time to time reasonably request in writing. If
        a
        Participating Holder refuses to provide the Company with any of such information
        on the grounds that it is not necessary to include such information in the
        Registration Statement, the Company may exclude such Participating Holder’s
        Registrable Securities from the Registration Statement if the Company provides
        such Participating Holder with an opinion of counsel to the effect that such
        information must be included in the Registration Statement and such
        Participating Holder continues thereafter to withhold such information. The
        exclusion of a Participating Holder’s Registrable Securities shall not affect
        the registration of the other Registrable Securities to be included in the
        Registration Statement.

      


      (c) Notice
        to Discontinue.
        Each
        Participating Holder whose Registrable Securities are covered by a Registration
        Statement filed pursuant to this Agreement agrees that, upon receipt of written
        notice from the Company of the happening of any event of the kind described
        in
Section 1.3(a)(v),
        such
        Participating Holder shall forthwith discontinue the disposition of Registrable
        Securities until such Participating Holder’s receipt of the copies of the
        supplemented or amended prospectus contemplated by Section 1.3(a)(v)
        or until
        it is advised in writing by the Company that the use of the prospectus may
        be
        resumed and has received copies of any additional or supplemental filings
        which
        are incorporated by reference into the prospectus, and, if so directed by
        the
        Company in the case of an event described in Section 1.3(a)(v),
        such
        Participating Holder shall deliver to the Company (at the Company’s expense) all
        copies, other than permanent file copies then in such Participating Holder’s
        possession, of the prospectus covering such Registrable Securities which
        is
        current at the time of receipt of such notice. If the Company shall give
        any
        such notice, the Company shall extend the period during which such Registration
        Statement is to be maintained effective by the number of days during the
        period
        from and including the date of the giving of such notice pursuant to
Section 1.3(a)(v)
        to and
        including the date when the Participating Holder shall have received the
        copies
        of the supplemented or amended prospectus contemplated by, and meeting the
        requirements of, Section 1.3(a)(v).

       

      
        
          
          

        

        
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      Section
        1.4 Registration
        Expenses.
        Except
        as otherwise provided herein, all Registration Expenses shall be borne by
        the
        Company. All Selling Expenses relating to Registrable Securities registered
        shall be borne by the Participating Holders of such Registrable Securities
        pro
        rata on the basis of the number of Registrable Securities so
        registered.

      


      Section
        1.5 Indemnification.

      


      (a) Indemnification
        by the Company.
        In the
        event any Registrable Securities are included in a Registration Statement,
        the
        Company will indemnify and hold harmless to the fullest extent permitted
        by law
        each Holder, each of its directors, officers, employees, advisors, agents,
        stockholders, members, general partners and limited partners (and the directors,
        officers, employees, advisors, agents, stockholders, members, general partners
        and limited partners thereof), their respective Affiliates and each Person
        who
        controls (within the meaning of the Securities Act or the Exchange Act) any
        of
        such Persons, and each underwriter and each Person who controls (within the
        meaning of the Securities Act or the Exchange Act) any underwriter
        (collectively, “Company
        Indemnified Parties”)
        from
        and against any and all losses, claims, damages, expenses (including, without
        limitation, reasonable costs of investigation and fees, disbursements and
        other
        charges of counsel, any amounts paid in settlement effected with the Company’s
        consent, which consent shall not be unreasonably withheld or delayed, and
        any
        costs incurred in enforcing the Company’s indemnification obligations hereunder)
        or other liabilities (collectively, “Losses”)
        to
        which any such Company Indemnified Party may become subject under the Securities
        Act, the Exchange Act, any other federal, state or foreign law or any rule
        or
        regulation promulgated thereunder, or under any common law or otherwise,
        insofar
        as such Losses (or actions or proceedings, whether commenced or threatened,
        in
        respect thereof) are resulting from or arising out of or based upon (i) any
        untrue, or alleged untrue, statement of a material fact contained in any
        Registration Statement, including any prospectus or preliminary prospectus
        contained therein or any amendments or supplements thereto, or any document
        incorporated by reference in any of the foregoing or resulting from or arising
        out of or based upon any omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein (in the case of a prospectus, in light of the circumstances under
        which
        they were made), not misleading or (ii) any violation or alleged violation
        by
        the Company of the Securities Act, the Exchange Act, any other federal law,
        any
        state or foreign securities law, or any rule or regulation promulgated under
        any
        of the foregoing laws, relating to the offer or sale of the Registrable
        Securities, and in any such case the Company will promptly reimburse each
        such
        Company Indemnified Party for any legal and any other Losses reasonably incurred
        in connection with investigating, preparing or defending any such claim,
        loss,
        damage, liability, action or investigation or proceeding (collectively, a
        “Claim”);
        provided, however, that the Company shall not be liable to any Company
        Indemnified Party for any Losses that arise out of or are based upon (x)
        written
        information provided by a Company Indemnified Party expressly for use in
        the
        Registration Statement or (y) sales of Registrable Securities by a Company
        Indemnified Party to a person to whom there was not sent or given, at or
        before
        the written confirmation of such sale, a copy of the prospectus (excluding
        documents incorporated by reference) or the prospectus as then amended or
        supplemented (excluding documents incorporated by reference) if the Company
        has
        previously furnished in a timely manner a reasonable number of copies thereof
        to
        such Company Indemnified Party in compliance with this Agreement and the
        Losses
        of such Company Indemnified Party results from an untrue statement or omission
        of a material fact contained in such preliminary prospectus which was corrected
        in the prospectus (or the prospectus as then amended or
        supplemented).
        Such
        indemnity obligation shall remain in full force and effect regardless of
        any
        investigation made by or on behalf of the Company Indemnified Parties and
        shall
        survive the transfer of Registrable Securities by such Company Indemnified
        Parties.

       

      
        
          
          

        

        
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      (b) Indemnification
        by Holders.
        In
        connection with any proposed registration in which a Holder is participating
        pursuant to this Agreement, each such Holder shall furnish to the Company
        in
        writing such information with respect to such Holder as the Company may
        reasonably request or as may be required by law for use in connection with
        any
        Registration Statement or prospectus or preliminary prospectus to be used
        in
        connection with such registration and each Holder agrees, severally and not
        jointly, to indemnify and hold harmless the Company, any underwriter retained
        by
        the Company and their respective directors, officers, partners, employees,
        advisors, agents, stockholders, members, general partners and limited partners,
        and their respective Affiliates, and each Person who controls (within the
        meaning of the Securities Act or the Exchange Act) any of such Persons
        (collectively, “Holder
        Indemnified Parties”)
        to the
        same extent as the foregoing indemnity from the Company to the Holders as
        set
        forth in Section 1.5(a)
        (subject
        to the exceptions set forth in the foregoing indemnity, the proviso to this
        sentence and applicable law), but only with respect to any such information
        furnished in writing by such Holder expressly for use in such Registration
        Statement; provided,
        however,
        that
        the liability of any Holder under this Section 1.5(b)
        shall be
        limited to the amount of the gross proceeds
        received by such Holder in the offering giving rise to such liability. Such
        indemnity obligation shall remain in full force and effect regardless of
        any
        investigation made by or on behalf of the Holder Indemnified Parties and shall
        survive the transfer of Registrable Securities by such Holder.

      


      (c) Conduct
        of Indemnification Proceedings.
        Any
        Person entitled to indemnification hereunder (the “Indemnified
        Party”)
        agrees
        to give prompt written notice to the indemnifying party (the “Indemnifying
        Party”)
        after the receipt by the Indemnified Party of any written notice of the
        commencement of any action, suit, proceeding or investigation or threat thereof
        made in writing for which the Indemnified Party intends to claim indemnification
        or contribution pursuant to this Agreement; provided, however, that, the
        failure
        so to notify the Indemnifying Party shall not relieve the Indemnifying Party
        of
        any liability that it may have to the Indemnified Party hereunder unless
        and to
        the extent such Indemnifying Party is materially prejudiced by such failure.
        If
        notice of commencement of any such action is given to the Indemnifying Party
        as
        above provided, the Indemnifying Party shall be entitled to participate in
        and,
        to the extent it may wish, jointly with any other Indemnifying Party similarly
        notified, to assume the defense of such action at its own expense, with counsel
        chosen by it and reasonably satisfactory to such Indemnified Party. The
        Indemnified Party shall have the right to employ separate counsel in any
        such
        action and participate in the defense thereof, but the fees and expenses
        of such
        counsel shall be paid by the Indemnified Party unless (i) the Indemnifying
        Party
        agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense
        of such action with counsel satisfactory to the Indemnified Party in its
        reasonable judgment or (iii) the Indemnified Party reasonably
        believes that
        the
        joint representation of the Indemnified Party and any other party in such
        proceeding (including but not limited to the Indemnifying Party) would be
        inappropriate due
        to
        actual or potential differing interests between such Indemnified Party and
        the
        other party represented by the same counsel.
        In the
        case of clauses (ii) and (iii) above, the Indemnifying Party shall not have
        the right to assume the defense of such action on behalf of such Indemnified
        Party. No Indemnifying Party shall be liable for any settlement entered into
        without its written consent, which consent shall not be unreasonably withheld.
        No Indemnifying Party shall, without the written consent of the Indemnified
        Party, effect the settlement or compromise of, or consent to the entry of
        any
        judgment with respect to, any pending or threatened action or claim in respect
        of which indemnification or contribution may be sought hereunder (whether
        or not
        the Indemnified Party is an actual or potential party to such action or claim)
        unless such settlement, compromise or judgment (A) includes an unconditional
        release of the Indemnified Party from all liability arising out of such action
        or claim and (B) does not include a statement as to, or an admission of,
        fault,
        culpability or a failure to act by or on behalf of any Indemnified Party.
        The
        rights afforded to any Indemnified Party hereunder shall be in addition to
        any
        rights that such Indemnified Party may have at common law, by separate agreement
        or otherwise.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (d) Contribution.
        If the
        indemnification provided for in this Section 1.5
        from the
        Indemnifying Party is unavailable or insufficient to hold harmless an
        Indemnified Party in respect of any Losses referred to herein, then the
        Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall
        contribute to the amount paid or payable by the Indemnified Party as a result
        of
        such Losses in such proportion as is appropriate to reflect the relative
        fault
        of the Indemnifying Party and the Indemnified Party, as well as any other
        relevant equitable considerations. The relative faults of the Indemnifying
        Party
        and Indemnified Party shall be determined by reference to, among other things,
        whether any action in question, including any untrue or alleged untrue statement
        of a material fact or omission or alleged omission to state a material fact,
        was
        made by, or relates to information supplied by, such Indemnifying Party or
        Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative
        intent, knowledge, access to information and opportunity to correct or prevent
        such action; provided,
        however,
        that
        the liability of any Holder under this Section 1.5(d)
        shall be
        limited to the amount of the gross
        proceeds
        received by such Holder in the offering giving rise to such liability. The
        amount paid or payable by a party as a result of the Losses or other liabilities
        referred to above shall be deemed to include, subject to the limitations
        set
        forth in Section 1.5(a),
        Section 1.5(b)
        and
Section 1.5(c),
        any
        legal or other fees, charges or expenses reasonably incurred by such party
        in
        connection with any investigation or proceeding. The parties hereto agree
        that
        it would not be just and equitable if contribution pursuant to this Section 1.5(d)
        were
        determined by pro rata allocation or by any other method of allocation which
        does not take account of the equitable considerations referred to in the
        immediately preceding paragraph. No Person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act) shall be entitled to contribution pursuant to this Section 1.5(d)
        from any
        Person who was not guilty of such fraudulent misrepresentation.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (e) Notwithstanding
        the foregoing, to the extent that the provisions on indemnification and
        contribution contained in an underwriting agreement entered into in connection
        with an underwritten public offering are in conflict with the foregoing
        provisions, the provisions in the underwriting agreement shall
        control.

      


      (f) Unless
        otherwise superseded by an underwriting agreement entered into in connection
        with an underwritten public offering,
        the
        obligations of the Company and Holders under this ARTICLE I
        shall
        survive the completion of any offering of Registrable Securities pursuant
        to a
        registration statement under this ARTICLE I,
        and
        shall survive the termination of this Agreement.

      


      Section
        1.6 Certain
        Limitations On Registration Rights.
        No
        Holder may participate in any Registration Statement hereunder involving
        an
        underwritten public offering unless such Holder completes and executes all
        questionnaires, powers of attorney, indemnities, underwriting agreements,
        and
        other documents reasonably required under the terms of the underwriting
        arrangements made in connection with such Registration Statement and agrees
        to
        sell such Holder’s Registrable Securities on the basis provided in any
        underwriting agreement approved by the Holder or Holders entitled hereunder
        to
        approve such arrangements; provided,
        however,
        that no
        such Holder shall be required to make any representations or warranties to
        the
        Company or the underwriters in connection with any such registration other
        than
        representations and warranties as to (i) such Holder’s ownership of its
        Registrable Securities to be sold or transferred, (ii) such Holder’s power and
        authority to effect such transfer and (iii) such matters pertaining to
        compliance with securities laws as may be reasonably requested. Such Holders
        of
        Registrable Securities to be sold by such underwriters may, at their option,
        require that any or all of the representations and warranties by, and the
        other
        agreements on the part of the Company to and for the benefit of such
        underwriters, shall also be made to and for the benefit of such Holders and
        that
        any or all of the conditions precedent to the obligations of the underwriters
        under the underwriting agreement be conditions precedent to the obligations
        of
        the Holders.

      


      Section
        1.7 Transfer
        of Registration Rights.
        The
        rights of a Holder hereunder may be transferred or assigned in connection
        with a
        transfer of Registrable Securities to (i) any Affiliate of a Holder, (ii)
        any
        family member or trust for the benefit of any Holder, or (iii) any transferee
        who, after such transfer, holds at least 500,000 shares of Registrable
        Securities (as adjusted for any stock dividends, stock splits, combinations,
        recapitalizations and similar events). Notwithstanding the foregoing, such
        rights may only be transferred or assigned provided that all of the following
        additional conditions are satisfied: (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 (including
        but not limited to the restrictions on disposition of Registrable Securities);
        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.

       

      
        
          
          

        

        
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      Section
        1.8 Termination
        of Registration Rights. The
        rights contained in Section 1.2
        hereof
        shall terminate at the earlier of (a) six (6) years from the date of this
        Agreement or (b) with respect to a Holder, in the opinion of the Company’s
        counsel, all such Registrable Securities proposed to be sold by a Holder
        may be
        sold in a three (3) month period without registration under the Securities
        Act
        pursuant to Rule 144 (and such Registrable Securities represent less than
        one
        percent of the outstanding shares of Common Stock).

      


      ARTICLE
        II.

      GENERAL
        PROVISIONS

      


      Section
        2.1 Entire
        Agreement.
        This
        Agreement, together with any certificates, documents, instruments and writings
        that are delivered pursuant hereto, constitutes the entire agreement and
        understanding of the parties in respect of the subject matter hereof and
        supersedes all prior understandings, agreements or representations by or
        among
        the parties, written or oral, to the extent they relate to the subject matter
        hereof. Except
        as
        provided in Section 1.7 and Section 2.2, there are no third party
        beneficiaries having rights under or with respect to this
        Agreement.

      


      Section
        2.2 Assignment;
        Binding Effect.
        Except
        as provided in Section 1.7, no party may assign either this Agreement or
        any of
        its rights, interests or obligations hereunder without the prior written
        approval of the other parties. All of the terms, agreements, covenants,
        representations, warranties and conditions of this Agreement are binding
        upon,
        and inure to the benefit of and are enforceable by, the parties and their
        respective successors and permitted assigns.

      


      Section
        2.3 Notices.
        All
        notices, requests and other communications provided for or permitted to be
        given
        under this Agreement must be in writing and be given by personal delivery,
        by
        certified or registered United States mail (postage prepaid, return receipt
        requested), by a nationally recognized overnight delivery service for next
        day
        delivery, or by facsimile transmission, as follows (or to such other address
        as
        any party may give in a notice given in accordance with the provisions
        hereof):

      


      If
        to the
        Purchaser:

      


      Attn: Frank
        P.
        Greinke

      P.O.
        Box
        1258

      Tacoma,
        Washington 98401-1258

      Copy
        to
        (which shall not constitute notice):

      


      Robert
        W.
        Bollar

      General
        Counsel

      P.O.
        Box
        4159

      Orange,
        California 92863-4159

      
        	
              	Tel:	
                (714)
                  516-7260

              


      

      
        	
              	Fax:	
                (714)
                  922-7200

              


      

       

      Rutan
        & Tucker, LLP

      
        	
              	Attn:	
                Larry
                  A. Cerutti

              


      

      611
        Anton
        Blvd., 14th Floor

      Costa
        Mesa, CA 92626-9035

      
        	
              	Tel:	
                (714)
                  641-3450

              


      

      
        	
              	Fax:	
                (714)
                  546-9035

              


      

       

      
        
          
          

        

        
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      If
        to the
        Company:

      


      United
        Fuel & Energy Corporation

      
        	
              	Attn:	
                Charles
                  McArthur

              


      

      405
        Marienfeld, Suite 300

      Midland,
        Texas 79701

      
        	
              	Tel:	
                (432)
                  571-8055

              


      

      
        	
              	Fax:	
                (432)
                  687-5580

              


      

      


      With
        a
        copy to (which shall not constitute notice):

      


      Akin
        Gump
        Strauss Hauer & Feld LLP

      
        	
              	Attn:	
                Will
                  Liebmann

              


      

      300
        Convent Street, Suite 1500

      San
        Antonio, Texas 78205

      
        	
              	Tel:	
                (210)
                  281-7000

              


      

      
        	
              	Fax:	
                (210)
                  224-2035

              


      

      


      All
        notices, requests or other communications will be effective and deemed given
        only as follows: (i) if given by personal delivery, upon such personal delivery,
        (ii) if sent by certified or registered mail, on the fifth business day after
        being deposited in the United States mail, (iii) if sent for next day delivery
        by overnight delivery service, on the date of delivery as confirmed by written
        confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s
        confirmation of receipt of such facsimile transmission, except that if such
        confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a
        business day, or is received on a day that is not a business day, then such
        notice, request or communication will not be deemed effective or given until
        the
        next succeeding business day. Notices, requests and other communications
        sent in
        any other manner, including by electronic mail, will not be
        effective.

      


      Section
        2.4 Specific
        Performance; Remedies.
        Each
        party acknowledges and agrees that the other parties would be damaged
        irreparably if any provision of this Agreement were not performed in accordance
        with its specific terms or were otherwise breached. Accordingly, the parties
        will be entitled to an injunction or injunctions to prevent breaches of the
        provisions of this Agreement and to enforce specifically this Agreement and
        its
        provisions in any action or proceeding instituted in any
        state
        or federal court sitting in Nevada having
        jurisdiction over the parties and the matter, in addition to any other remedy
        to
        which they may be entitled, at law or in equity. Except as expressly provided
        herein, the rights, obligations and remedies created by this Agreement are
        cumulative and in addition to any other rights, obligations or remedies
        otherwise available at law or in equity. Except as expressly provided herein,
        nothing herein will be considered an election of remedies.

       

      
        
          
          

        

        
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      Section
        2.5 Submission
        to Jurisdiction; Waiver of Jury Trial.

      


      (a) Submission
        to Jurisdiction.
        Any
        action, suit or proceeding seeking to enforce any provision of, or based
        on any
        matter arising out of or in connection with, this Agreement or the transactions
        contemplated hereby must
        be
        brought in any federal court or state court located in Nevada, and each party
        consents to the exclusive jurisdiction
        and venue of such courts (and of the appropriate appellate courts therefrom)
        in
        any such action, suit or proceeding and irrevocably waives, to the fullest
        extent permitted by law, any objection that it may now or hereafter have
        to the
        laying of the venue of any such, action, suit or proceeding in any such court
        or
        that any such action, suit or proceeding brought in any such court has been
        brought in an inconvenient forum. Process in any such action, suit or proceeding
        may be served on any party anywhere in the world, whether within or without
        the
        jurisdiction of any such court. Without limiting the foregoing, service of
        process on such party as provided in Section 2.3
        shall be
        deemed effective service of process on such party.

      


      (b) Waiver
        of Jury Trial.
        EACH
        PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO
        THIS
        AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
        SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE
        BASED
        UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO
        OR
        ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.
        THE
        SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS
        AND
        PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED
        HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
        ALL
        OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO
        REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
        OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION,
        SUIT
        OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY
        UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS
        OF
        THIS WAIVER, AND (iii) SUCH PARTY MAKES THIS WAIVER
        VOLUNTARILY.

      


      Section
        2.6 Governing
        Law.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of Nevada, without giving effect to any choice of law
        principles.

      


      Section
        2.7 Headings.
        The
        article and section headings contained in this Agreement are inserted for
        convenience only and will not affect in any way the meaning or interpretation
        of
        this Agreement.

      


      Section
        2.8 Amendments.
        An
        amendment or modification to any provision of this Agreement will require
        the
        written consent of the Company and the holders of at least 66
        2/3%
        of the
        Registrable Securities then outstanding. 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Section
        2.9 Extensions;
        Waivers.
        Any
        party may, for itself only, (a) extend the time for the performance of any
        of
        the obligations of any other party under this Agreement, (b) waive any
        inaccuracies in the representations and warranties of any other party contained
        herein or in any document delivered pursuant hereto and (c) waive compliance
        with any of the agreements or conditions for the benefit of such party contained
        herein. Any such extension or waiver will be valid only if set forth in a
        writing signed by the party to be bound thereby. No waiver by any party of
        any
        default, misrepresentation or breach of warranty or covenant hereunder, whether
        intentional or not, may be deemed to extend to any prior or subsequent default,
        misrepresentation or breach of warranty or covenant hereunder or affect in
        any
        way any rights arising because of any prior or subsequent such occurrence.
        Neither the failure nor any delay on the part of any party to exercise any
        right
        or remedy under this Agreement shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any right or remedy preclude any other or further
        exercise of the same or of any other right or remedy.

      


      Section
        2.10 Severability.
        The
        provisions of this Agreement will be deemed severable and the invalidity
        or
        unenforceability of any provision will not affect the validity or enforceability
        of the other provisions hereof; provided that if any provision of this
        Agreement, as applied to any party or to any circumstance, is judicially
        determined not to be enforceable in accordance with its terms, the parties
        agree
        that the court judicially making such determination may modify the provision
        in
        a manner consistent with its objectives such that it is enforceable, and/or
        to
        delete specific words or phrases, and in its modified form, such provision
        will
        then be enforceable and will be enforced.

      


      Section
        2.11 Counterparts;
        Effectiveness.
        This
        Agreement may be executed in two or more counterparts, each of which will
        be
        deemed an original but all of which together will constitute one and the
        same
        instrument. This Agreement will become effective when one or more counterparts
        have been signed by each of the parties and delivered to the other parties.
        

      


      Section
        2.12 Construction.
        This
        Agreement has been freely and fairly negotiated among the parties. If an
        ambiguity or question of intent or interpretation arises, this Agreement
        will be
        construed as if drafted jointly by the parties and no presumption or burden
        of
        proof will arise favoring or disfavoring any party because of the authorship
        of
        any provision of this Agreement. Any reference to any law will be deemed
        to
        refer to such law as
        amended
        and all
        rules and regulations promulgated thereunder, unless the context requires
        otherwise. The words “include,” “includes,” and “including” will be deemed to be
        followed by “without limitation.” Pronouns in masculine, feminine, and neuter
        genders will be construed to include any other gender, and words in the singular
        form will be construed to include the plural and vice versa, unless the context
        otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and
        not to any particular subdivision unless expressly so limited. The parties
        intend that each representation, warranty, and covenant contained herein
        will
        have independent significance. If any party has breached any covenant contained
        herein in any respect, the fact that there exists another covenant relating
        to
        the same subject matter (regardless of the relative levels of specificity)
        which
        the party has not breached will not detract from or mitigate the fact that
        the
        party is in breach of the first covenant. 

       

      
        
          
          

        

        
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      Section
        2.13 Attorneys’
        Fees.
        If any
        dispute among any parties arises in connection with this Agreement, the
        prevailing party in the resolution of such dispute in any action or proceeding
        will be entitled to an order awarding full recovery of reasonable attorneys’
        fees and expenses, costs and expenses (including experts’ fees and expenses and
        the costs of enforcing this Section 2.13)
        incurred in connection therewith, including court costs, from the non-prevailing
        party.

      


      Section
        2.14 Adjustments
        for Stock Splits, Etc.
        Wherever
        in this Agreement there is a reference to a specific number of shares of
        the
        Company’s capital stock of any class or series, then, upon the occurrence of any
        subdivision, combination or stock dividend of such class or series of stock,
        the
        specific number of shares so referenced in this Agreement will automatically
        be
        proportionally adjusted to reflect the effect of such subdivision, combination
        or stock dividend on the outstanding shares of such class or series of
        stock.

      


      Section
        2.15 Aggregation
        of Stock.All
        shares of Common Stock owned or acquired by the Purchaser or its
        Affiliated entities or persons (assuming full conversion, exchange and exercise
        of all convertible, exchangeable and exercisable securities into Common Stock)
        shall be aggregated together for the purpose of determining the availability
        of
        any right under this Agreement.

      


      [SIGNATURE
        PAGE FOLLOWS]

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Registration Rights
        Agreement as of the date first above written.

       

      

        
          	
                  COMPANY:

                	
                  UNITED
                    FUEL & ENERGY CORPORATION

                
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:

                	
                  /s/
                    Charles McArthur

                
	
                   

                	
                  Name: 

                	
                  Charles
                    McArthur

                
	
                   

                	
                  Title:
                    

                	
                  President
                    and Chief Executive Officer

                
	 	 	 	 
	 	 	 	 
	
                  PURCHASER:

                	
                  FRANK
                    P. GREINKE, AS TRUSTEE UNDER THE GREINKE BUSINESS LIVING TRUST
                    DATED APRIL
                    20, 1999

                
	 	 	 	 
	
                   

                	
                  /s/
                    Frank P. Greinke

                
	
                   

                	
                  Frank
                    P. Greinke, Trustee

                	 


        

      

       

      
        
          
          

        

        
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