AMENDMENT

    


    This
      Amendment (the “Amendment”)
      is
      made and entered into as of June 6, 2008, by and between RINO International
      Corporation, a Nevada corporation (the “Company”),
      and
      Bruce Richardson (the “Employee”; together with the Company, each a Party and
      collectively, the Parties). Reference is made to that certain Employment
      Agreement dated as of September 28, 2008, by and between the Parties (the
“Agreement”). 

    


    WHEREAS,
      the Parties wish to correct certain errors contained in the Agreement by the
      Amendment so that the Agreement, together with and as amended by the Amendment,
      reflects the intentions of the Parties at the time of the
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      and agreements herein, and other good and valuable consideration, the Parties
      agree as follows: 

    


    
      	 	
              1.

            	
              The
                definition of “Effective Date” in Section 1.6 of the Agreement is hereby
                amended and restated in its entirety as
                follows:

            


    

    


    “Effective
      Date” means September 28, 2007.

    


    
      	 	
              2.

            	
              Section
                4.2 of the Agreement is hereby amended and restated in its entirety
                as
                follows:

            


    

    


    “4.2
      Option. Employee shall be awarded 250,000 options to purchase Common Stock
      exercisable at $5.38 per share, vesting in 3 equal installments with 1/3 of
      the
      options vested on each of January 1, 2009, January 1, 2010 and January 1, 2011.
      The options shall become exercisable on their respective vesting date and shall
      expire on the third anniversary of their respective vesting date. Regardless
      of
      the reason for the Termination, the Parties agree that (i) if the employment
      of
      the Employee is terminated before January 1, 2009, then the Employee is not
      entitled to any Option, and (ii) if the employment of the Employee is terminated
      on or after January 1, 2009, then the Employee shall only be entitled to the
      right to exercise the options that have been vested as of the Date of
      Termination.”

    


    
      	 	
              3.

            	
              The
                Agreement, together with and as amended by the Amendment, contains
                the
                entire agreement among the parties concerning the subject matter
                hereof
                and supersedes all prior agreements, understandings, discussions,
                negotiations and undertakings, whether written or oral, between the
                parties with respect thereto. 

            


    

    


    
      	 	
              4.

            	
              To
                the extent it is applicable, each of the sections under Section 8
                “MISCELLANEOUS” shall apply to the
                Amendment.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
      year
      first above written.

     

    
      	
              EMPLOYEE

            	 	
              RINO
                INTERNATIONAL CORPORATION

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Bruce Richardson

            	 	
              By:

            	
              Dejun
                Zou

            
	 	
              Bruce
                Richardson

            	 	 	
              Dejun
                Zou

            
	 	
               

            	 	 	Chief
              Executive Officer