Universal Energy Corp. Watch

from 10-Q 10 pages Employment Agreement

from 10-Q 10 pages Employment Agreement

from 8-K 1 page Limited Standstill Agreement

from 8-K ~20 pages Company or Any Subsequent Holder Hereof (“Holder”) Has the Right to Purchase From Universal Energy Corp. a Delaware Corporation, (The “Company”), Up to Million ( ) Fully Paid and Nonassessable Shares, of the Company's Common Stock, $0.0001 Par Value Per Share (“Common Stock”), Subject to Adjustment as Provided Herein, at a Price Equal to the Exercise Price as Defined in Section 3 Below, at Any Time During the Term (As Defined Below). Holder Agrees With the Company That This Warrant to Purchase Common Stock of the Company (This “Warrant” or This “Agreement”) Is Issued and All Rights Hereunder Shall Be Held Subject to All of the Conditions, Limitations and Provisions Set Forth Herein. 1. Date of Issuance and Term

from 8-K ~20 pages Convertible Debenture Due September 30, 2010

from 8-K ~20 pages Securities Purchase Agreement (This "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement”), Dated as of October ___, 2008, by and Among Universal Energy Corp., a Delaware Corporation, ("Company"), and Each Buyer Listed on the Schedule of Buyers Attached Hereto (Each, Including Its Successors and Assigns, a “Buyer” and Collectively the “Buyers”). Whereas

from 8-K ~20 pages Amended and Restated Registration Rights Agreement

from 8-K ~20 pages Amended and Restated Registration Rights Agreement

from 8-K ~5 pages Consent and Amendment Agreement

from 8-K ~5 pages Consent and Amendment Agreement

from 8-K ~20 pages Company or Any Subsequent Holder Hereof (“Holder”) Has the Right to Purchase From Universal Energy Corp. a Delaware Corporation, (The “Company”), Up to Million ( ) Fully Paid and Nonassessable Shares, of the Company's Common Stock, $0.0001 Par Value Per Share (“Common Stock”), Subject to Adjustment as Provided Herein, at a Price Equal to the Exercise Price as Defined in Section 3 Below, at Any Time During the Term (As Defined Below). Holder Agrees With the Company That This Warrant to Purchase Common Stock of the Company (This “Warrant” or This “Agreement”) Is Issued and All Rights Hereunder Shall Be Held Subject to All of the Conditions, Limitations and Provisions Set Forth Herein. 1. Date of Issuance and Term

from 8-K ~20 pages Registration Rights Agreement

from 8-K ~20 pages Convertible Debenture Due April 30, 2010

from 8-K ~20 pages Securities Purchase Agreement (This "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement”), Dated as of May___, 2008, by and Among Universal Energy Corp., a Delaware Corporation, ("Company"), and Each Buyer Listed on the Schedule of Buyers Attached Hereto (Each, Including Its Successors and Assigns, a “Buyer” and Collectively the “Buyers”). Whereas

from 8-K ~20 pages "G" Warrant to Purchase Common Stock of Universal Energy Corp

from 8-K ~20 pages "F" Warrant to Purchase Common Stock of Universal Energy Corp

from 8-K ~20 pages "E" Warrant to Purchase Common Stock of Universal Energy Corp

from 8-K ~20 pages "D" Warrant to Purchase Common Stock of Universal Energy Corp

from 8-K ~20 pages Convertible Debenture Due October 31, 2009

from 8-K ~20 pages Securities Purchase Agreement