SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 30, 2010, by
and between US NATURAL GAS CORP. , a Florida corporation, with headquarters located at 33 Sixth
Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES,
INC. , a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the
The Company and the Buyer is executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by the rules and regulations as promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and
conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as
Exhibit A, in the aggregate principal amount of $40,000.00 (together with any note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the
“Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common
Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such
principal amount of Note as is set forth immediately below its name on the signature pages hereto; and
NOW THEREFORE , the Company and the Buyer severally (and not jointly) hereby agree as follows:
Purchase and Sale of Note.
Purchase of Note . On the Closing Date (as defined below), the Company shall
issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as
is set forth immediately below the Buyer’s name on the signature pages hereto.