Execution
        Version

    

     

    INDEPENDENT
      DIRECTOR’S CONTRACT

     

    THIS
      AGREEMENT (the “Agreement”)
      is
      made as of August 3, 2007 and is by and between Puda Coal, Inc. a Florida
      corporation (hereinafter referred to as the “Company”),
      and
      Lawrence S. Wizel (the “Director”).

    


    BACKGROUND

    


    The
      Company desires to retain the Director for the duties of independent director
      and the Director desires to be retained for such position and to perform the
      duties required of such position in accordance with the terms and conditions
      of
      this Agreement.

    


    AGREEMENT

    


    In
      consideration for the above recited promises and the mutual promises contained
      herein, the adequacy and sufficiency of which are hereby acknowledged, the
      Company and the Director hereby agree as follows:

     

    

      1. DUTIES.
        The
        Company hereby requires that the Director be available to perform such duties
        (i) as may be determined and assigned by the Board of Directors of the
        Company, and (ii) that are specified in the Company’s Articles of
        Incorporations and Bylaws to be performed by directors. The Director agrees
        to
        devote as much time as is necessary to perform completely the duties as the
        Director of the Company as described in the preceding sentence.

      


      2. TERM.
        Except
        in the case of early termination, as hereinafter specifically provided, the
        term
        of this Agreement shall commence as of August 3, 2007 and shall continue
        for as
        long as the Director serves as a director of the Company. 

      


      3. COMPENSATION.
        For all
        services to be rendered by the Director in any capacity hereunder, the Company
        agrees to pay the Director an annual fee of (i) $40,000 in cash and (ii)
        12,500
        shares of common stock of the Company. The initial fee should be 50% of the
        annual fee, which is considered earned when paid and is nonrefundable. The
        initial payment for the services of the Director for services rendered is
        due
        upon execution of this Agreement; thereafter, payment of 50% of the annual
        fee
        shall be due on or before the first date of
        each
        six succeeding months. Such fee may be adjusted from time to time as agreed
        by
        the parties. 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      4. EXPENSES.
        In
        addition to the compensation provided in paragraph 3 hereof, the Company
        will
        reimburse the Director for business related travel, including business class
        flight tickets for trips between U.S. and China, meal and other miscellaneous
        expenses incurred in the performance of the Director’s duties for the Company;
        provided, however, that such expenses shall be approved by the Company in
        writing prior to the Director incurring such expenses. Such payments shall
        be
        made by the Company upon submission by the Director of a signed statement
        itemizing the expenses incurred. Such statement shall be accompanied by
        sufficient documentary matter to support the expenditures.

      


      5. CONFIDENTIALITY
        AND INSIDER TRADING.
        The
        Company and the Director each acknowledge that, in order for the intents
        and
        purposes of this Agreement to be accomplished, the Director shall necessarily
        be
        obtaining access to certain confidential or non-public information concerning
        the Company and its affairs, including, but not limited to business methods,
        information systems, financial data and strategic plans which are unique
        assets
        of the Company (“Confidential
        Information”).
        The
        Director covenants not to, either directly or indirectly, in any manner,
        utilize
        or disclose to any person, firm, corporation, association or other entity
        any
        Confidential Information or engage in any illegal inside trading
        activities.

      


      6. NOTICE
        OF MATERIAL CHANGE IN FINANCIAL CONDITION OF THE COMPANY.
        The
        Company shall endeavor to notify the Director in writing, at the earliest
        practicable time, of any material adverse change in the financial condition
        of
        the Company.

      


      7. TERMINATION.
        With or
        without cause, the Company and the Director may each terminate this Agreement
        at
        any time upon ten (10) days written notice, and the Company shall be obligated
        to pay to the Director the compensation and expenses due up to the date of
        the
        termination and incurred in accordance with this Agreement. If termination
        occurs prior to the last date of any succeeding six months after the first
        six
        months of this agreement, the Company shall be entitled to receive, within
        thirty (30) days after written request by the Company, a prorated refund
        of the
        portion of the fee that relates to the period after the termination date.
        Such
        written request must be submitted within ninety (90) days of the termination
        date. Nothing contained herein or omitted herefrom shall prevent the Director(s)
        of the Company from removing the Director with immediate effect at any time
        for
        any reason.

      


      8. INDEMNIFICATION.
        The
        Company shall indemnify, defend and hold harmless the Director, to the full
        extent allowed by the law of the State of Florida, and as provided by, or
        granted pursuant to, any charter provision, both as to action in the Director’s
        official capacity and as to action in another capacity while holding such
        office, except for matters arising out of the Director’s gross negligence or
        willful misconduct. The Company shall carry a minimum of $10,000,000 directors
        and officers insurance. 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      9. EFFECT
        OF WAIVER.
        The
        waiver by either party of the breach of any provision of this Agreement shall
        not operate as or be construed as a waiver of any subsequent breach
        thereof.

      


      10. NOTICE.
        Any and
        all notices referred to herein shall be sufficient if furnished in writing
        and
        delivered in person or mailed at the following addresses or facsimiled to
        the
        following number:

    

    

      
        	
                To
                  the Company:

              	 
	
                 

              	
                Attention:
                  Wenwei Tian 

              
	
              	
                Address:
                  426 Xuefu Street, Taiyuan, Shanxi Province, The People’s Republic of
                  China

              
	
                 

              	
                Facsimile:
                  01186-351-703-4404

              


      

    

     

    
      
        	
                To
                  the Director:

              	
                Lawrence
                  S. Wizel

              
	 	
                Address:
                  32 Yale drive, Manhasset, NY 11030

              
	 	
                Facsimile:
                  1-212-953-1301

              


      

      

        12. GOVERNING
          LAW AND DISPUTE RESOLUTION.
          This
          Agreement shall be interpreted in accordance with, and the rights of the
          parties
          hereto shall be determined by, the laws of China without reference to its
          conflicts of laws principles. Any dispute arising from or in connection
          with
          this contract shall be submitted to China International Economic and Trade
          Arbitration Commission (“CIETAC”)
          in
          Beijing for arbitration, which shall be conducted in accordance with CIETAC’s
          arbitration rules in effect at the time of applying for arbitration. The
          arbitral award is final and biding upon both parties. The parties agree
          that:
          (a) The venue of arbitration is Beijing. The hearing of arbitration may
          be
          conducted in Beijing or, to the extent permitted by CIETAC’s arbitration rules,
          any other place as agreed on by the parties as the most convenient place;
          (b)
          The language to be used during the arbitration proceedings should be English;
          (c) A one-arbitrator tribunal will be appointed jointly by both parties
          and the
          arbitration should follow the ordinary proceeding. In case the parties
          fail to
          jointly appoint the arbitrator, the arbitrator should be appointed by the
          chairman of CIETAC upon the joint authorization of the parties. The parties
          may
          select arbitrators from the panel of arbitrators provided by CIETAC, and
          to the
          extent permitted by CIETAC’s arbitration rules, from outside of the panel.


        


        13. ASSIGNMENT.
          The
          rights and benefits of the Company under this Agreement shall be transferable,
          and all the covenants and agreements hereunder shall inure to the benefit
          of,
          and be enforceable by or against, its successors and assigns. The duties
          and
          obligations of the Director under this Agreement are personal and therefore
          the
          Director may not assign any right or duty under this Agreement without
          the prior
          written consent of the Company.

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      

        14. MISCELLANEOUS.
          (a) If
          any provision of this Agreement shall be declared invalid or illegal, for
          any
          reason whatsoever, then, notwithstanding such invalidity or illegality,
          the
          remaining terms and provisions of the within Agreement shall remain in
          full
          force and effect in the same manner as if the invalid or illegal provision
          had
          not been contained herein; (b) This Agreement shall be binding upon and
          shall
          inure to the benefit of the parties hereto, and their respective heirs,
          executors, administrators, successors and assigns.

        


        15. ARTICLE
          HEADINGS.
          The
          article headings contained in this Agreement are for reference purposes
          only and
          shall not affect in any way the meaning or interpretation of this
          Agreement.

      

    

    


    16. COUNTERPARTS.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one instrument.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this independent director’s
      contract to be duly executed and signed as of the day and year first above
      written.

     

    
      	 	 	 
	 	
              PUDA
                COAL, INC.

              a
                Florida corporation 

            
	 
 	 
 	 
 
	
            	By:  	/s/ Ming Zhao 
	 	
              

            
	 	Ming
              Zhao, Chief Executive Officer  


    

     

    
      	 	 	 
	 	
              INDEPENDENT
                DIRECTOR

            
	 
 	 
 	 
 
	
            	By:  	/s/ Lawrence
              S. Wizel
	 	
              

            
	 	
              Lawrence
                S. Wizel

            


    

    
      
        
        

      

       

      
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