EXHIBIT
      10.1

     

    AMENDMENT
      NO. 1

    TO

    ROYALTY
      AGREEMENT

     

    This
      AMENDMENT
      NO. 1 TO ROYALTY AGREEMENT
      (the
“Amendment”)
      is
      made and entered into as of October 1, 2008, between Concord International
      Inc.,
      a privately held company incorporated in the Bahamas (“Concord,”),
      Thatcher Mining Pte. Ltd., a company incorporated in Singapore (“Thatcher”),
      and
      KAL Energy, Inc., a Delaware corporation (“KAL”).
      KAL,
      Thatcher and Concord are hereinafter referred to collectively as the
“Parties”
and
      individually as a “Party”.

     

    RECITALS:

     

    1. KAL,
      Thatcher and Concord are parties to a Royalty Agreement, dated as of December
      29, 2006 (the “Agreement”),
      pursuant to which KAL agreed to make certain royalty payments to Concord in
      connection with the production of thermal coal by KAL pursuant to the Mining
      Concessions. Capitalized terms used but not defined herein shall have the
      respective meanings assigned to them in the Agreement.

     

    2. KAL,
      Thatcher and Concord desire to amend Sections 2.1 and 2.2 of the Agreement
      in
      order to modify the royalty payment provisions set forth therein.

     

    C. Section
      4.6 of the Agreement provides that no terms or provisions of the Agreement
      may
      be varied or modified and no subsequent alteration, amendment, change or
      addition to the Agreement shall be binding upon the Parties unless reduced
      to
      writing and signed by an authorized officer of each Party.

     

    AGREEMENT:

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises
      hereinafter set forth, the parties hereto agree as follows:

     

    1. Section
      2.1 of the Agreement is hereby amended and restated to read in its entirety
      as
      follows:

     

    “Royalties
      on Production by KAL, Thatcher or their Affiliates.
      The
      Thatcher Shareholders hereby designate Concord as the exclusive recipient of
      royalty payments from KAL under this Agreement. KAL shall make royalty payments
      to Concord as follows:

     

    (a) KAL
      shall
      make a one-time payment to Concord of U.S.$15,000 (the “Initial
      Payment”)
      within
      seven (7) days of the first shipment of the Product from the Mining Concessions
      (the “First
      Shipment”)
      by
      KAL, Thatcher or their Affiliates. In exchange for the Initial Payment, Concord
      shall waive any royalty payments due to Concord under this Agreement for a
      period of thirty-six (36) months following the First Shipment (the “Royalty
      Waiver Period”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) KAL
      shall
      make royalty payments to Concord in the amount of U.S.$0.20 per metric ton
      of
      the Product that is produced by KAL, Thatcher or their Affiliates pursuant
      to
      the Mining Concessions during each calendar quarter during the term of this
      Agreement subsequent to the expiration of the Royalty Waiver Period; provided,
      however, any time that the sale price per metric ton of the Product equals
      or
      exceeds U.S.$40.00 at any time during the term of this Agreement, the amount
      of
      the royalty payments due to Concord for such sale under this Agreement shall
      be
      correspondingly increased to the higher of U.S.$0.40 per metric ton or 0.65%
      of
      the price per metric ton (the “Royalty”).
      The
      entire amount of the Royalty shall be payable directly and exclusively to
      Concord, unless otherwise agreed by the Parties.”

     

    2. Section
      2.2 of the Agreement is hereby amended and restated to read in its entirety
      as
      follows:

     

    “Reports
      and Payment.
      Within
      forty-five (45) days following the end of each calendar quarter subsequent
      to
      the expiration of the Royalty Waiver Period, KAL shall furnish to Concord a
      report setting forth the gross production of the Product in metric tons for
      such
      period and a calculation of the Royalty and other amounts due, if any. Such
      report shall be accompanied by reasonably satisfactory evidence of payment
      of
      such amounts for such period to Concord. Payment of the Royalty shall be made
      to
      Concord no later than thirty (30) days following the end of each calendar
      quarter subsequent to the expiration of the Royalty Waiver Period.”

     

    3. Counterparts.
      This
      Amendment may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which shall constitute one
      Amendment.

     

    4. Terms
      and Conditions of the Agreement.
      Except
      as specifically amended by this Amendment, all terms and conditions of the
      Agreement shall remain in full force and effect.

     

    [Remainder
      of Page Intentionally Left Blank; Signature Pages Follow]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Amendment is executed by the undersigned as of the date
      first written above.

     

    
      	
              KAL:

            
	 
	
              KAL
                Energy, Inc.

            
	 
	
              /s/
                Jorge Nigaglioni

            
	
              By:
                Jorge Nigaglioni

            
	
              Its:
                Chief Financial Officer

            
	 
	
              CONCORD:

            
	 
	
              Concord
                International, Inc.

            
	 
	
              /s/
                Rodney Rootsaert

            
	
              By:
                Rodney Rootsaert

            
	
              Its:
                Director

            
	 
	
              THATCHER:

            
	 
	
              Thatcher
                Mining Pte. Ltd.

            
	 
	
              /s/
                Jorge Nigaglioni

            
	
              By:
                Jorge Nigaglioni

            
	
              Its:
                Director