Exhibit
10.1

     

    Agreement
of shares transfer

    


    Assigner:
(Party A) Li Jingquan   ID: 142327511104607

    


                    Feng
Ming    ID: 142331570116051

    Assignee:
(Party B) Shanxi Puda Coal Group Co., Ltd.

    


    Guarantee:
(Party C) Chen Guang  ID: 142327570321247

    


    Shanxi
Jianhe Coal Industry Limited Company (“Jianhe Coal”) is a domestic-investment
jointly founded on June 28, 2001.

    Whereas
Party A desires to transfer shares of Shanxi Jianhe Coal Limited Company;
Whereas Party B desires to receive Party A’s shares; Whereas Party C agrees to
stand guarantee for this shares transfer. An agreement is made as
follows:

    


    1. Party
A agrees to transfer 18% shares of Shanxi Jianhe Coal Limited Industry to Party
B.

    2. Party
B agrees to receive Party A’s 18% shares of Shanxi Jianhe Coal Limited
Industry

    3. Shanxi
Jianhe Coal Limited Company called the board meeting and reviewed the shares
transfer; after consent of shareholders, corresponding decision was
made;

    4. Party
B’s board of shareholders has reviewed and made corresponding decision for this
shares transfer.

    5. Party
A, Party B and Party C fully understand their respective rights and obligations
during the process of this shares transfer and all agree to legally transfer
shares.

    


    Based on
equality and mutual benefit, Party A, Party B and Party C reached following
agreement after amiable negotiation according to relevant laws and regulations
of the People’s Republic of China.

    


    Article
1: Three parties of the agreement

    1.1
Assigner: (1) Li Jingquan, hold 10% of shares of Jianhe Coal before execution of
this shares transfer agreement; (2) Feng Ming, hold 8% of shares of Jianhe Coal
before execution of this shares transfer agreement. All called as Party
A.

    1.2
Assignee: Shanxi Puda Coal Group Co., Ltd (the Party B) has a registered legal
address as 426 Xuefu Road, Taiyuan, Shanxi Province. Legal representative: Zhao
Ming, Chairman of board, Nationality:
China

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.3
Guarantee: Chen Guang, is the first majority shareholder holding 82% of
shares of Jianhe Coal Industry Limited Company.

    


    Article
2: Place of agreement

    2.1 This
agreement is signed at: Taiyuan city, Shanxi province

    


    Article
3: Object of transfer and price

    3.1 Party
A desires to transfer 18% shares of Jianhe Coal Industry Limited Company to
Party B;

    3.2 Party
B agrees to receive shares above;

    3.3 Party
C agrees stands guarantee for shares transfer.

    3.4 The
transfer price agreed by both Party A and Party B is RMB 100,000,000 Yuan (Say
RMB One Hundred million Yuan Only)

    3.5 Party
A guarantees that all shares transferred to the Party B are legally hold by
Party A in Shanxi Jianhe Coal Industry Limited Company; Party A has complete
right to the capital. Party A guarantees that all shares transferred have no any
mortgage, hypothecation or guaranty and are indemnified from claim of any third
party. Otherwise, all responsibilities incurred shall be assumed by Party
A.

    3.6 Party
A and Party C guarantee that all documents (relevant executive approval and
permits, geological exploration report, financial statement, equity information
of Jianhe Coal ) provided to Party B are true and authentic, if otherwise, Party
A and Party C will assume any liabilities of breach.

    3.7 Party
C agrees that Party A transfers 18% shares of Jianhe Coal Industry Limited
Company to Party B and Party B receives the same.

    3.8 Party
C guarantees that Party B is given the priority for purchasing other shares
transferred of Shanxi Jianhe Coal Industry Limited Company in 24 months after
execution of the contract.

    


    Article
IV: Payment of shares transfer

    4.1
Prepayment: Within 10 days after execution of the agreement, Party B shall pay
60% of shares transfer price specified in the agreement to Party A’s designated
account.

    4.2 Final
payment: Within 3 days after completion of alteration registration process of
above shares transfer and execution of necessary financial review of Party A and
Party C cooperating with Party B for completion of this shares transfer, Party B
shall pay all outstanding 40% of shares transfer price to Party A’s designated
account.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Article
V: Shares transfer alteration registration

    5.1 Party
A shall precede alternation registration of shareholder to assign 18% shares of
Shanxi Jianhe Coal Industry Limited Company to Party B after Party B pays 60% of
contract price to Party A, and then, Party B becomes shareholder of Jianhe Coal
Industry Limited Company and has rights and obligations according to
contribution proportion and articles.

    5.2 After
execution of agreement, Jianhe Coal Industry Limited Company shall proceed
shares transfer registration procedures; Party A and Party C shall actively
cooperate with Jianhe Coal Industry Company to complete above shares transfer
registration.

    5.3
Alteration registration procedure of above shares transfer shall be completed
within 90 days after execution of this agreement.

    


    Article
VI  Change of shares and three parties’ rights and
obligations

    6.1 Prior
to completion of this shares transfer, Party A, Party B and Party C shall treat
all transfer affairs and those content involved in confidential.

    6.2 Party
B shall pay shares transfer price on time and date specified in the
agreement.

    6.3 Party
B shall provide all necessary cooperation and assistance in approval,
alternation registration and other legal procedures related to the shares
transfer.

    6.4 All
charges incurred during shares transfer in this agreement shall be born by Party
A.

    6.5
Agreement between Party B and Party C

    6.5.1
Party B receives dividend from production of Jianhe Coal, but shall not take
part in the operational management of Jianhe Coal until execution of priority
for purchasing other shares of Jianhe Coal Industry Limited
Company.

    6.5.2
Party B shall have seats on the board of shareholder according to shares
proportion

    6.5.3
Party C makes a commitment that annual dividend shall not less than 80% net
profits of the year and declare and pay dividend in January and July of the
Gregorian calendar on yearly basis from Gregorian calendar 2009.

    


    Article
VII: Default liability

    7.1 After
execution of the agreement, if anyone Party fails to or incomplete terms and
conditions of the agreement, the Party will be deemed as default. The default
party shall pay all direct economical loss incurred due to the default to the
observant party.

    7.2 In
case of default of anyone party, the observant party has right to ask the
default party to continue fulfillment of the agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Article
VIII: Alternation and cancelation of the agreement

    8.1 In
the event of following circumstance, this agreement maybe changed or cancelled
providing that three parties above shall sign a written agreement for
alternation or cancellation.

    


    8.2 In
the event that force majeure or external factor cause failure of anyone party to
fulfill this agreement (not due to default of the same party);

    8.3
Anyone party losses ability to actually fulfill the agreement.

    8.4 The
fulfillment of the agreement is unnecessary due to default of anyone party and
observant party’s financial interests is seriously infringed.

    8.5 Due
to changed situation, three Parties agree to change or cancel the agreement
through negotiation.

    8.6 Upon
cancellation of the agreement, three Parties above shall return share transfer
prices and shares acquired according to this agreement to the receiving
party.

    


    Article
IX: Applicable laws and settlement of dispute

    9.1 All
parties shall settle any disputes for effectiveness, fulfillment, default and
cancellation of the agreement through amiable negotiation.

    9.2 For
those unsettled dispute, anyone party may apply arbitration or bring the suit to
the People’s court.

    


    Article
X: Execution of the agreement and others

    10.1 The
agreement shall be executed after signing or stamping of Party A, B and
C.

    10.2
Party A agrees to authorize Party C as representative of Party A to proceed all
affairs of the agreement.

    10.3 This
agreement is in quintuplicate, Party A, B and C holds one copy respectively, and
the other two copies shall be maintained in industrial and commercial
administration; all these five copies have same legal force.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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on the page)

    Party
A:  /s/ Li
Jingquan

    /s/ Feng
Ming

     

     

    Party B:
/s/ Shanxi Puda Coal
Group Co., Ltd.(chop)

    


    


    Party C:
/s/ Chen
Guang

    


    


    


    Signed
on:  May 14, 2009