Letter
      of Agreement

     

    Party
      A:
      Shanxi Putai Resources Group Co., Ltd.

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

    Representative:
      Zhao Yao

    


    Party
      B:
      Shanxi Puda Coal Group Co. Ltd.

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

    Representative:
      Zhao Ming

    


    Party
      C:
      Zhao Ming

    Domicile:
      259 North Jiefang Road, Taiyuan, Shanxi Province, The People’s Republic of
      China

    PRC
      Identity Card Number: 142327197209201518

    


    Party
      D:
      Zhao Yao

    Domicile:
      Shanxi Liulin County Meiyun Family Housing Facility

    PRC
      Identity Card Number: 142327195804211607x

    


    Whereas
      Party A has purchased 90% of Party B’s outstanding equity owned by Party C and
      Party D pursuant to the Exclusive Option Agreements dated June 24, 2005, all
      parties above agree to terminate certain agreements dated June 24, 2005 after
      friendly and equal consultation:

    


    	1.  	
            The
              following agreements dated June 24, 2005 among all parties above will
              be
              terminated on the date a government approval or confirmation of Party
              A’s
              acquisition of 90% of Party’s B’s outstanding equity is
              obtained:

          


     

    	1.  	
            The
              Technology License Agreement; 

          


     

    	2.  	
            The
              Operating Agreement;

          


     

    	3.  	
            The
              Exclusive Consulting Agreement; 

          


     

    	4.  	
            The
              Exclusive Option Agreements;

          


     

    	5.  	
            The
              authorization agreement among Party A, Party B and Party C;
              and

          


     

    	6.  	
            The
              authorization agreement among Party A, Party B and Party
              D.

          


     

    	2.  	
            Any
              disputes arising from the parties hereunder should be dealt with through
              consultation. If the parties fail to settle their disputes through
              consultation, any party can bring law suits in a people's court where
              Party A is domiciled.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            Anything
              not covered in this Agreement will be determined by supplemental
              agreements among the parties. The supplemental agreement and
              this Agreement shall have equal force in law.


          


     

    	4.  	
            This
              Agreement shall be effective when signed and sealed by both
              parties.

          


     

    	5.  	
            This
              Agreement is in
              quadruplicate.
              Each party shall retain one copy with equal force in
              law.

          


     

    


     

    


     

    Party
      A:
      Shanxi Putai Resources Group Co., Ltd.

     

    Party
      B:
      Shanxi Puda Coal Group Co. Ltd.

     

    Party
      C:
      Zhao Ming

     

    Party
      D:
      Zhao Yao

     

    


     

    September
      13th,
      2007

     

    


     

    
      
         

      

      
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