Employment Contract


  


	Party A:	Sino Clean Energy Inc.
	Address:	Wangzuo International Plaza D, Suite 1502
	 	1 Tangyan Road, Gaoxin District, Xi’an, China
	 	(Hereinafter “Party A” or the “Company”)
	 	 
	Party B:	CHAN Hon Wan
	 	Hong Kong Personal ID No.: D556969(A)
	Address:	1 Tung Chung Crescent, 26th Floor, Suite F
	 	New Territories, Hong Kong
	 	(Hereinafter “Party B” or “Vice President of Finance”)


 


 


Whereas, Party A sincerely offers employment to Party B, and
Party B is pleased to promise to provide the services set forth in Section I: Purpose of the Employment, the two parties, on the
basis of equality and agreement reached through full consultation, have entered into the following contract.


 





		I.	Purpose of the Employment



 


Party A engages Party B to serve as Party
A’s Vice President of Finance and assist Party A in its financing in the capital markets in areas of finance, accounting
and roadshow work, including but not limited to supervising the preparation and contents of Party A’s financial reports (10-Q
and 10-K) and overseeing the compliance of reporting procedures and rules with the requirements of listing criteria of the exchanges
in the United States.





 


		II.	Service Fee and Payment Method



 








		2.1	Monthly Fee:



Party A will pay to Party B a service fee
of RMB 20,000 in each of the first six months of the Contract for the services set forth in Section I. This monthly fee must be
paid on the last business day of the month in the form of check, cash or bank transfer deposit.


 


		2.2	Roadshow Fee:



In addition to the monthly fee, a per diem
roadshow fee of RMB 3,000 will be paid if there is need to stage such roadshows for investors, banks or other parties.


 


		2.3	Reimbursable Expenses



All the room and board and traveling expenses
incurred during the course of work for the matters entrusted by Party A will be reimbursed by Party A on the bases of actual receipts.


 






    	 



    	 	



    
 


 


		III.	Party B’s Promise



 


Party B hereby represents and promises to
Party A:


 


(1)All his education and professional qualification
certificates and documents provided to the Company are authentic and complete and are not misleading, and they remain valid;


 


(2)He has not been involved in any fraudulent, dishonest
and embezzlement activities and has not withheld any unfavorable records regarding his past violation of any professional ethics
or public company rules of any exchange; and


 


(3)Vice President of Finance guarantees and promises
that, during the course of his employment with the Company and in a period of six months after the termination of this Contract,
he will not seek employment for any position by any means with any other company or individual that competes with the Company.


 


		IV.	Confidentiality Obligation



 


4.1Vice President of Finance is aware that, during the
course of performing his duties, he will have access to the Company or the Group’s confidential material, including but not
limited to documents, data, figures, information, plan and news. Vice President of Finance acknowledges that such material is the
property of the Company or the Group.


 


4.2Vice President of Finance shall not disclose by any
means any of the confidential material set forth in Section 4.1 to any third party; except when it is necessary to make such disclosure
to the relevant employees or the professionals engaged by the Company in order to perform his duties, or when such disclosure is
authorized by the Board of Directors or is made to comply with the order from a competent court;


 


4.3Vice President of Finance shall not use such confidential
material by any means for the benefit of himself, his relatives and friends or of any third party not approved by the Company;


 


4.4Vice President of Finance shall take all necessary
measures to prevent the spread or disclosure of such confidential material to any third party not approved by the Company; and


 


4.5Within ten days upon termination of his employment
or of this Contract, Vice President of Finance shall return all information and documents regarding the Company business to the
Company.


 






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		III.	Effective Term of the Contract



 


This Contract shall become effective on January 1, 2012. If
either Party A or Party B desires to terminate this Contract, it must notify the other party in writing at least two months prior
to the expiry date of this Contract.





 


		IV.	Rider



 


This contract will take effect upon execution
by both parties. It is in duplicates, with one to each party, and both have the same legal effect.





 


Party A (Signature/Seal):


Sino Clean Energy Inc. [Company Chop]


 


Party B (Signature):


/s/ CHAN Hon Wan


 


December 15, 2011


 






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