Exhibit
      10.1

    


    
      INDEPENDENT
        DIRECTOR’S CONTRACT

      


      


      THIS
        AGREEMENT (the “Agreement”)
        is
        made as of June 29, 2007 and is by and between Puda Coal, Inc. a Florida
        corporation (hereinafter referred to as the “Company”),
        and
        Jianfei Ni (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 July 1, 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 warrants (the “Warrants”)
        to
        purchase 10,000 shares of common stock of the Company per year. The term
        of the
        Warrants is five years, and the exercise price is $2.5 per share. Warrants
        to
        purchase 5,000 shares are payable in advance as an initial fee. The initial
        fee
        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 Warrants to purchase 5,000 shares 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. The Director’s attendance at any meetings outside of  China area
        will be compensated at a mutually agreed upon rate.

      


      4. EXPENSES.
        In
        addition to the compensation provided in paragraph 3 hereof, the Company
        will
        reimburse the Director for business related travel, 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.

      


      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:

      Jianfei
        Ni

      Address:
        148 Caiyuan Street, Taiyuan, Shanxi, China

      Facsimile:
        01186-351-734-6642

       

      
        
          
          

        

        
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      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 Mandarin
        Chinese; (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.

      


      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/
                  Jianfei Ni

              
	 	
                

                Jianfei
                  Ni

              
	 	 


      

       

      
        
          
          

        

        
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