EXHIBIT
        10.1

      


      CERTAIN
        INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND

      FILED
        SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT

      HAS
        BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

    

    


    TRADEMARK
      LICENSE AND SUPPLY AGREEMENT

    


    This
      Trademark License and Supply Agreement (this “Agreement”)
      is
      made as of October 5, 2007, by and between United Fuel & Energy, a Nevada
      corporation (the “UFEN”),
      and
      Southern Counties Oil Co., a California limited partnership, d.b.a. SC Fuels
      (“SC
      Fuels”).

    


    WHEREAS,
      SC Fuels is the owner of the trademark and tradename “SC Fuels” and federal
      registrations therefor in the forms set forth on Schedule
      A
      attached
      hereto (the “Licensed
      Trademark(s)”).

    


    WHEREAS,
      UFEN, among other things, is in the
      business of distributing fuel to commercial vehicles at unmanned locations
      through the use of an access or keycard system
      (the
“UFEN
      Business”)
      and
      UFEN is in the process of acquiring all the capital stock of Cardlock Fuels
      System, Inc., a California corporation (“CFS”),
      that
      currently distributes fuel to commercial vehicles at unmanned locations through
      the use of an access or keycard system under the Licensed Trademarks (the
“Acquired
      Sites”).

    


    WHEREAS,
      following the closing of the acquisition of CFS, UFEN desires to continue to
      use
      the Licensed Trademark(s) in connection with the UFEN Business for a period
      of
      time and SC Fuels is willing to grant to UFEN the right to use the Licensed
      Trademark(s) in connection with the UFEN Business, subject to the terms and
      conditions of this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein, the parties, intending to be legally bound, hereto agree as
      follows:

    


    ARTICLE
      1 - GRANT OF LICENSE

    


    1.1 SC
      Fuels
      hereby grants to UFEN, and UFEN hereby accepts, a non-exclusive, royalty-free
      license to use the Licensed Trademark(s) solely in connection with the UFEN
      Business during the Term and in the Territory, subject to the terms, conditions
      and limitations set forth in this Agreement.

    


    1.2 Except
      as
      provided in this Article, the license granted herein shall be nontransferable,
      non-assignable, and shall not be sublicensed without the prior written consent
      of SC Fuels.

    


    1.3 The
      Territory covered by this Agreement shall be the United States.

    


    ARTICLE
      2 - OWNERSHIP AND USE OF THE LICENSED TRADEMARKS

    


    2.1 UFEN
      acknowledges that SC Fuels owns the Licensed Trademark(s), all goodwill
      associated therewith, and all rights therein and that nothing in this Agreement
      shall give UFEN any right, title or interest in or to the Licensed Trademark(s)
      other than pursuant to the license granted hereby. UFEN agrees that its use
      of
      the Licensed Trademark(s) shall inure to the benefit of SC Fuels.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2 UFEN
      agrees that it will do nothing inconsistent with SC Fuels’ ownership of the
      Licensed Trademark(s) and shall not make any claim adverse to SC Fuels, or
      assist any third party in attempting to make any claim adverse to SC Fuels
      with
      regard to such ownership. UFEN agrees that it will not challenge the title
      of SC
      Fuels to the Licensed Trademark(s), oppose any application thereof, petition
      to
      cancel any registration thereof, or challenge the validity of this Agreement
      or
      the license granted herein. Furthermore, UFEN will not register, nor attempt
      to
      register, any tradename or trademark which, in whole or in part, incorporates
      or
      is confusingly similar to the Licensed Trademark(s).

    


    2.3 Without
      the prior written approval of SC Fuels, UFEN is not authorized to use the
      Licensed Trademark(s) in connection with any business activity unrelated to
      the
      UFEN Business at the Acquired Sites.

    


    2.4 Notwithstanding
      the license granted herein and any of the provisions hereof, no rights or
      licenses are granted to UFEN with respect to any other trademark, service mark,
      and/or trade name not listed on Schedule
      A
      hereto.

    


    2.5 The
      license granted herein is conditioned upon UFEN’s full and complete compliance
      with the marking provisions of the trademark laws of the United States.
      UFEN
      agrees
      that it will display the Licensed Trademark(s) only in such form or manner
      as
      shall be specifically approved by SC Fuels. UFEN also shall cause to appear
      on
      all materials on or in connection with which the Licensed Trademark(s) is/are
      used, such legends, markings and notices as SC Fuels may request in order to
      give appropriate notice of any trademark rights therein, namely, “Used under
      license from SC Fuels.”

    


    2.6 Upon
      reasonable request by SC Fuels, UFEN shall allow SC Fuels to inspect the
      Acquired Sites where the Licensed Trademark(s) are used during normal business
      hours, and any materials produced by or on behalf of UFEN that bear the Licensed
      Trademark(s).

    


    2.7 UFEN
      agrees to assist SC Fuels in recording this Agreement with appropriate
      government authorities in the Territory, where such recording is required by
      law
      or regulation or where such recording is permitted or desired by SC
      Fuels.

    


    2.8 All
      costs
      associated with recording this Agreement and the license granted herein shall
      be
      borne by UFEN. All costs associated with registering, maintaining and/or
      renewing any Licensed Trademark(s) shall be borne by SC Fuels.

    


    ARTICLE
      3 - NEW TRADEMARKS

    


    3.1 Should
      UFEN desire to develop a trademark using the name “SC Fuels” in any form other
      than the Licensed Trademark(s), it must first consult with and obtain the
      written approval of SC Fuels, which may be withheld in its sole discretion.
      Such
      newly developed trademarks will be registered in the name of SC Fuels, and
      will
      be deemed to be Licensed Trademark(s) licensed to UFEN hereunder and will be
      subject to all of the terms and conditions of this Agreement. Use of any such
      developed trademarks shall inure to the benefit of SC Fuels. SC Fuels’ approval
      will not be contingent upon the payment of any fee or royalties to SC Fuels;
      however, the cost of obtaining and maintaining such new trademarks shall be
      borne solely by UFEN.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    ARTICLE
      4 - SUPPLY PROVISIONS

    


    4.1 As
      partial consideration of the granting of the license herein, UFEN agrees that
      SC
      Fuels shall be the primary supplier of motor fuels to UFEN at the Acquired
      Sites, subject to the availability of supply from SC Fuels. SC Fuels’ motor
      fuels purchased by UFEN shall at all times be the brands and grades generally
      offered and/or approved for sale by SC Fuels in the geographic area in which
      the
      Acquired Sites are located. Three of the Acquired Sites are subject to branded
      supply agreements with major oil companies and are therefore not included in
      this supply agreement.

    


    4.2 The
      purchase price to be paid by UFEN to SC Fuels for the motor fuel sold and
      delivered to UFEN is
      set
      forth on Schedule
      B
      attached
      hereto.

    


    4.3 The
      freight rate to be paid by UFEN to SC Fuels for the motor fuels delivered to
      UFEN is set forth on Schedule
      B
      attached
      hereto. The following services shall be provided in connection with payment
      of
      this freight rate: tank monitoring, dispatch, transport, fuel surcharges and
      demurrage. Deliveries of motor fuels purchased by UFEN from SC Fuels shall
      be
      made at times determined by SC Fuels and upon UFEN ordering no less than a
      full
      truck and trailer quantity. UFEN also agrees to permit SC Fuels to utilize
      the
      Acquired Sites for the delivery of product retains.

    


    4.4 Although
      SC Fuels will make every reasonable effort to accommodate UFEN with respect
      to
      short notice and off-hour deliveries, in no instance shall SC Fuels be required
      to make or arrange for deliveries to the Acquired Sites: (a) sooner than
      forty-eight (48) hours following UFEN’s order for such delivery; (b) during
      other than normal business hours; or (c) on Sundays or legal holidays.


    


    4.5 Title
      to
      and risk of loss of motor fuel sold and delivered by SC Fuels to UFEN shall
      pass
      to UFEN at the time the motor fuel enters the Acquired Sites. UFEN expressly
      waives any claim against SC Fuels as to quantity or quality of motor fuel sold
      and delivered under this Agreement, unless notice is presented in writing to
      SC
      Fuels by UFEN within forty-eight (48) hours after delivery.

    


    4.6 SC
      Fuels
      and UFEN agree that the prices for gasoline and diesel fuel are subject to
      annual review and adjustment following full and open negotiation. At the annual
      review, if the parties fail to agree on the prices for gasoline and diesel
      fuel,
      this Agreement will terminate.

    


    4.7 If
      UFEN
      fails to pay in accordance with agreed terms of payment, or if UFEN’s financial
      capabilities or creditworthiness shall, in SC Fuels’ sole judgment, deteriorate,
      SC Fuels may, without prejudice to any other lawful remedies, defer shipments
      until payment is made, demand cash payments from UFEN, demand advance payments,
      or cancel this Agreement. No payment made to SC Fuels by check, electronic
      funds
      transfer, or by any other instrument shall contain a restrictive endorsement
      of
      any kind, and any such restrictive endorsement shall have no legal effect even
      if the instrument restrictively endorsed is processed for payment and SC Fuels
      retains the proceeds.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    4.8 The
      obligation of the parties to deliver and receive motor fuel under this Agreement
      shall be suspended and excused if SC Fuels is prevented from or delayed in
      transporting, or delivering, in its normal manner, products, or if UFEN is
      prevented from receiving or selling products, because of acts of God,
      earthquake, fire, flood or the elements generally, malicious mischief, riots,
      strikes, lockouts, boycotts, picketing, labor disputes or disturbances, war,
      compliance with any directive, order or regulation of any governmental authority
      or representative thereof acting under claim or color of authority, or from
      any
      other cause beyond SC Fuels’ or UFEN’s reasonable control, whether or not
      similar to the foregoing enumerated causes. Whenever such causes, in SC Fuels’
judgment, require restriction of deliveries, SC Fuels reserves the right in
      its
      sole discretion to restrict deliveries to UFEN without liability, whether or
      not
      SC Fuels is delivering products to others.

    


    ARTICLE
      5 - DURATION OF LICENSE AND TERMINATION

    


    5.1 This
      Agreement and the license granted herein shall be effective as of the closing
      of
      the acquisition of the Acquired Sites, and shall terminate upon the earlier
      of
      (i) three (3) years following the date thereof; or (ii) termination pursuant
      to
      this Article 5 (the “Term”).

    


    5.2 Either
      party hereto shall have the right to immediately terminate this Agreement,
      or
      any or all licenses granted herein, upon written notice to the other party
      in
      the event of a winding-up, sale, consolidation or merger wherein the other
      party
      is not the survivor, or any sequestration by governmental authority of the
      other
      party.

    


    5.3 Either
      party may terminate this Agreement if the other party shall have defaulted
      in or
      breached the performance of any of the duties, responsibilities, or obligations
      provided for in this Agreement, and fails to cure and correct the foregoing
      within fifteen (15) calendar days after having received written notice
      thereof.

    


    5.4 Each
      party shall also have the right to immediately terminate this Agreement without
      other cause or prior notice if the other party either: (a) makes an assignment
      for the benefit of creditors; (b) makes a written admission of its inability
      to
      pay its debts or obligations as they become due; (c) defaults on payments owed
      to the other party, and fails to cure such default within five (5) calendar
      days
      of being notified of such default; (d) files a voluntary petition in bankruptcy;
      (e) is adjudicated bankrupt or insolvent; (f) files any petition or other
      pleading seeking reorganization, arrangement, composition, readjustment,
      dissolution, or similar relief under any statute, law or regulation, or
      admitting or failing to contest the material allegations of a petition or other
      pleading filed against such party in any such proceeding; (g) seeks, consents
      to, or acquiesces in the appointment of any trustee, receiver, or liquidator
      of
      its business, or all or a substantial part of its assets, or fails to vacate
      the
      appointment of any trustee, receiver or liquidator for any such purpose within
      thirty (30) days of such appointment; (h) permits the continuance of more than
      thirty (30) days of any proceeding against it seeking any reorganization,
      arrangement, composition, readjustment, liquidation, dissolution or similar
      relief under any statute, law, or regulation; (i) willfully or fraudulently
      misrepresents any fact or condition required by this Agreement; (j) willfully
      or
      fraudulently misrepresents any brand name product or service sold by it; (k)
      conviction for fraud or criminal misconduct; or (l) the knowing failure to
      comply with Federal or State laws or regulations.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    5.5 SC
      Fuels
      shall also have the right to terminate this Agreement upon 30 calendar days
      prior written notice to UFEN if UFEN (a) allows a levy of execution to be made
      upon any of the Acquired Sites; (b) voluntarily abandons or fails to actively
      operate all of the Acquired Sites for a period of more than seven (7)
      consecutive days; or (c) has its leases for all of the Acquired Sites
      terminated, or all of its mortgages foreclosed, by reason of UFEN’s failure to
      pay rent or mortgage payments or for any other cause for which UFEN is
      responsible.

    


    5.6 Upon
      the
      termination of this Agreement, UFEN agrees to: (a) promptly discontinue all
      use
      of Licensed Trademark(s) and/or any similar designation or trade name which
      contains “SC Fuels” as a part thereof; (b) promptly take all steps to refrain
      from using the Licensed Trademark(s) in advertising, commercial registers,
      directories, the Internet and web-sites, telephone listings, and all other
      similar listings; and (c) promptly paint out or obliterate all other Marks
      located in, on, or about all Station premises, or otherwise utilized by UFEN.
      In
      the event UFEN fails to immediately remove all of the Licensed Trademark(s),
      or
      to paint out or obliterate all other Licensed Trademark(s) within 3 calendar
      days following the expiration or termination of this Agreement, SC Fuels is
      authorized, at UFEN’s expense, to enter upon the premises of any such
      non-conforming Acquired Site and to remove the Licensed Trademark(s) located
      therein.

    


    ARTICLE
      6 - PROTECTION

    


    6.1 UFEN
      shall promptly notify SC Fuels of any and all infringements, imitations,
      simulations or other illegal use or misuse of the Licensed Trademark(s) that
      come to UFEN’s attention. As the sole owner of the Licensed Trademark(s), SC
      Fuels shall determine whether to take any action to prevent the infringement,
      imitation, simulation or other illegal use or misuse of the Licensed
      Trademark(s). If SC Fuels elects not to take such action, UFEN may take such
      action at UFEN’s expense if it has received SC Fuels’ prior written approval to
      take such action. In this event, SC Fuels shall, at UFEN’s expense, cooperate in
      such action with UFEN including, without limitation, joining as a party. Any
      money recovered by way of damages or otherwise with respect to such action
      shall
      be kept by the party which bore the costs of such action; or, in any case where
      the parties have shared the costs, such money shall be shared in proportion
      to
      the costs borne by each party. 

    


    6.2 SC
      Fuels
      shall be responsible for the costs and responsibilities relating to the
      maintenance of the Licensed Trademark(s). SC Fuels shall take whatever steps
      are
      reasonable or necessary to ensure that any registrations issued with respect
      to
      the Licensed Trademark(s) which are current on the date hereof remain current
      including, without limitation, the timely filing with the U.S. Patent and
      Trademark Office of any and all documents necessary to secure the renewal or
      incontestability of the Licensed Trademark(s). To the extent UFEN’s assistance
      is needed in relation to these activities, UFEN shall reasonably cooperate
      with
      SC Fuels at the expense of UFEN. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    ARTICLE
      7 - INDEMNIFICATION

    


    7.1 UFEN
      agrees to indemnify and hold harmless SC Fuels and its affiliates, directors,
      officers, agents and employees (each such person or entity, an “SC
      Fuels Indemnified Party”)
      from
      any and all claims, losses, liabilities, damages, judgments, assessments or
      costs (collectively, “Liabilities”),
      and
      shall reimburse each SC Fuels Indemnified Party for all fees and expenses
      (including the reasonable fees and expenses of counsel) caused by, or arising
      out of or in connection with any of the following: (i) any breach of this
      Agreement by UFEN; (ii) the negligence, intentional misconduct or violation
      of
      law of UFEN, or its employees and agents in the conduct of the UFEN Business
      associated with the Licensed Trademarks(s); and (iii) any allegations of
      infringement of the rights of any third party due to any use of the Licensed
      Trademarks(s) by UFEN that is not authorized pursuant to this
      Agreement.

    


    7.2 SC
      Fuels
      agrees to indemnify and hold harmless UFEN and its affiliates, directors,
      officers, agents and employees (each such person or entity, a “UFEN
      Indemnified Party”)
      from
      any and all Liabilities,
      and
      shall
      reimburse each UFEN Indemnified Party for all fees and expenses (including
      the
      reasonable fees and expenses of counsel) caused by, or arising out of or in
      connection with any of the following: (i) any breach of this Agreement by SC
      Fuels; (ii) the negligence, intentional misconduct or violation of law of SC
      Fuels, or its employees and agents in the
      handling, shipment and delivery of motor fuels pursuant to this
      Agreement;
      and
      (iii) any allegations of infringement of the rights of any third party due
      to
      the authorized use of the Licensed Trademarks(s) by UFEN pursuant to this
      Agreement.

    


    7.3 LIMITATION
      OF LIABILITY.
      IN VIEW
      OF THE DIFFICULTY OF ASCERTAINING AND MEASURING DAMAGES HEREUNDER, IT IS AGREED
      THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR HEREIN, SC FUELS’ LIABILITY TO
      UFEN FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL,
      PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES,
      ARISING
      OUT OF DEFECTS IN MOTOR FUEL PROVIDED BY SC FUELS, INCLUDING, WITHOUT
      LIMITATION, DAMAGES ARISING FROM THE NEGLIGENCE OF SC FUELS IN STORING,
      INSPECTING, TESTING, DELIVERING, AND/OR TRANSPORTING THE MOTOR FUEL, SHALL
      NOT
      EXCEED TWICE THE INVOICE AMOUNT OF THE TRUCK AND TRAILER LOAD OUT OF WHICH
      CLAIMS FOR OR ASSOCIATED WITH THE DEFECTIVE FUEL AROSE. FURTHERMORE, WITHOUT
      IN
      ANY WAY LIMITING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
      ANY
      INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF ANTICIPATED PROFITS
      OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF ANY BREACH OF THIS
      AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH HEREIN ABOVE SHALL NOT APPLY
      TO
      CLAIMS BASED SOLELY UPON THIRD PARTY CLAIMS AGAINST UFEN THAT RELATE TO THE
      QUALITY OR THE MERCHANTABILITY OF THE FUEL AND/OR SERVICES DELIVERED BY SC
      FUELS
      PURSUANT TO THIS AGREEMENT, NOR SHALL IT BE CONSTRUED TO LIMIT LIABILITY FOR
      ANY
      CLAIM BY ANYONE AGAINST THE MANUFACTURER OF THE PRODUCT CLAIMED TO BE
      DEFECTIVE.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    EXCEPT
      AS
      MAY BE OTHERWISE EXPRESSLY STATED HEREIN, SC FUELS MAKES NO OTHER WARRANTIES,
      EXPRESS OR IMPLIED. SC FUELS EXPRESSLY DISCLAIMS AND MAKES NO WARRANTY OF
      MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.

    


    


    ARTICLE
      8 - MISCELLANEOUS

    


    8.1 Entire
      Agreement.
      This
      Agreement (including the Schedule constituting a part of this Agreement) and
      any
      other writing signed by the parties that specifically references this Agreement
      constitute the entire agreement among the parties with respect to the subject
      matter hereof and supersede all prior agreements, understandings and
      negotiations, both written and oral, between the parties with respect to the
      subject matter hereof. This Agreement is not intended to confer upon any person
      other than the parties hereto any rights or remedies hereunder.

    


    8.2 Assignability.
      This
      Agreement may not be assigned nor transferred by UFEN without the prior consent
      of SC Fuels, which shall not be unreasonably withheld.

    


    8.3 Extension
      of Rights.
      All
      rights and obligations incurred hereunder by SC Fuels or UFEN shall extend
      to
      and be binding upon their respective divisions, subsidiaries, other controlled
      companies, affiliates and related entities.

    


    8.4 Waiver.
      The
      waiver by SC Fuels of a breach of any provision contained herein shall be in
      writing and shall in no way be construed as a waiver of any subsequent breach
      of
      such provision or the waiver of the provision itself.

    


    8.5 Injunctive
      Relief.
      UFEN
      acknowledges that monetary relief would not be an adequate remedy for a breach
      or threatened breach by UFEN of the provisions of this Agreement and that SC
      Fuels shall be entitled to the enforcement of this Agreement by injunction,
      specific performance or other equitable relief, without prejudice to any other
      rights and remedies that SC Fuels may have.

    


    8.6 Disclaimer
      of Agency, Partnership and Joint Venture.
      Nothing
      in this Agreement shall constitute or be deemed to constitute a partnership
      or
      joint venture between the parties hereto or constitute or be deemed to
      constitute any party the agent or employee of the other party for any purpose
      whatsoever and neither party shall have authority or power to bind the other
      or
      to contract in the name of, or create a liability against, the other in any
      way
      or for any purpose.

    


    8.7 Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable, such invalidity
      or unenforceability shall not render the entire Agreement invalid. Rather,
      the
      Agreement shall be construed as if not containing the particular invalid or
      unenforceable provision, and the rights and obligations of each party shall
      be
      construed and enforced accordingly.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    8.8 Notices.
      All
      notices, requests, demands, claims and other communications hereunder will
      be in
      writing. Any notice, request, demand, claim or other communication hereunder
      will be deemed duly given if (and then three business days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth below:

    


    If
      to
      UFEN:

    


    Attn: Charles
      McArthur,
      CEO

    405
      Marienfeld, Suite 300

    Midland,
      Texas 79701

    
      	
            	Tel:	
              (432)
                571-8055

            


    

    
      	
            	Fax:	
              (432)
                687-5580

            


    

    


    Copy
      to
      (which will 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

            


    

    


    If
      to SC
      Fuels:

    


    Attn:
      Robert W. Bollar, General Counsel

    1800
      West
      Katella, Suite 400

    Orange,
      California 92863

    
      	
            	Tel:	
              (714)
                516-7260

            


    

    
      	
            	Fax:	
              (714)
                922-7230

            


    

    


    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication will be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. Any Party may change
      the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties notice
      in the manner herein set.

    


    8.9 Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the substantive
      internal laws of the State of Nevada.

    


    8.10 Counterparts;
      Electronic Signatures.
      This
      Agreement may be executed in any number of counterparts. Any single counterpart
      or set of counterparts signed in either case by all of the Parties shall
      constitute a full and binding Agreement for all purposes.
      Executed
      copies of the signature pages of this Agreement sent by facsimile or transmitted
      electronically in either Tagged Image Format Files (“TIFF”) or Portable Document
      Format (“PDF”) shall be treated as originals, fully binding and with full legal
      force and effect, and the parties waive any rights they may have to object
      to
      such treatment. Any party delivering an executed counterpart of this Agreement
      by facsimile, TIFF or PDF also shall deliver a manually executed counterpart
      of
      this Agreement but the failure to deliver a manually executed counterpart shall
      not affect the validity, enforceability, and binding effect of this
      Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized officers or agents as of the day and year first above
      written.

    

      
        	 	
                UNITED
                  FUEL & ENERGY CORPORATION, A NEVADA CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Charles McArthur

              
	 	
                Name: 
                  

              	
                Charles
                  McArthur

              
	 	
                Title:

              	
                President
                  and Chief Executive Officer

              
	 	 	 
	 	 	 
	 	
                SOUTHERN
                  COUNTIES OIL CO., A CALIFORNIA LIMITED PARTNERSHIP 

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Frank P. Greinke

              
	 	
                Name:

              	
                Frank
                  P. Greinke

              
	 	
                Title:

              	
                Chief
                  Executive Officer

              


      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

    LICENSED
      TRADEMARK(S)

    


    


    
      
        
          	1.	
                  SC
                    Fuels logo. USPTO Registration No.
                    3,163,430.

                


        

      

    

    


    
      
        
          	2.	
                  SC
                    Fuels word mark. USPTO Registration No.
                    2,974,351.

                


        

      

    

    


    
      
         

      

      
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        	***	
                CERTAIN
                  INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
                  WITH THE
                  COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
                  TO THE
                  OMITTED PORTIONS. 

              


      

    

    


    SCHEDULE
      B

    


    PRICES

    


    Purchase
      Price

    


    The
      purchase price to be paid by UFEN to SC Fuels for the motor fuel sold and
      delivered to UFEN under this Agreement shall be as follows: 

     

    (i)
      For
      diesel, the OPIS gross local low rack posted on the day of delivery *** per
      gallon. 

    


    (ii)
      For
      red dye diesel, the OPIS gross local low rack posted on the day of delivery
      ***
      per gallon.

    


    (iii)
      For
      gasoline, the OPIS gross unbranded low rack posted on the day of delivery ***
      per gallon.

    


    In
      the
      event that no such posting by OPIS takes place on the date of delivery, the
      immediate prior publication date will be the reference price. In the event
      the
      OPIS is not available, the parties will agree to a new reference price within
      thirty (30) days of the last OPIS publication date. UFEN agrees to pay SC Fuels
      in accordance with such credit terms as may be established from time to time
      in
      the sole and absolute discretion of SC Fuels.

    


    Freight
      Rate

    


    The
      freight rate to be paid by UFEN to SC Fuels for the motor fuels delivered to
      UFEN under this Agreement shall be *** per gallon.

    


    
      
         

      

      
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