Unassociated Document


    [Puda
      Coal Letterhead]

    


    July
      23,
      2008

    


    


    Ms.
      Qiong
      Wu

    Room
      2-302, Building 5, Shuanghui Zone, 

    Chaoyang
      District, 

    Beijing,
      China 100024

    


    Dear
      Ms.
      Wu:

    


    Puda
      Coal, Inc. (the “Company”)
      is
      pleased to offer you the position of Chief Financial Officer (“CFO”)
      of the
      Company on a full time basis. The board of directors (the “Board”)
      and
      the management team of the Company are impressed with your credentials and
      we
      look forward to your future success in this position.

     

    The
      terms
      of your new position with the Company are as set forth below:

     

    1.    Position.

     

    (a)
      You
      will become the CFO of the Company, working out of the Company’s headquarters
      office in Taiyuan City, Shanxi Province, China or any other location that is
      required for you to fulfill the duties of CFO of the Company. You
      will
      report to the Board and Chief Executive Officer of the Company and perform
      such
      services incident to your position as provided in the bylaws of the Company
      or
      as the Board may direct.

     

    (b)
      You
      agree to the best of your ability and experience that you will at all times
      loyally and conscientiously perform all of the duties and obligations required
      of and from you pursuant to the express and implicit terms hereof, and to the
      reasonable satisfaction of the Company. During the term of your employment,
      you
      further agree that you will devote all of your business time and attention
      to
      the business of the Company, the Company will be entitled to all of the benefits
      and profits arising from or incident to all such work, services and advice,
      you
      will not render commercial or professional services of any nature to any person
      or organization, whether or not for compensation, without the prior written
      consent of the Company, and you will not directly or indirectly engage or
      participate in any business that is competitive in any manner with the business
      of the Company. Nothing in this letter agreement will prevent you from accepting
      speaking or presentation engagements in exchange for honoraria or from serving
      on boards of charitable organizations, or from owning no more than one percent
      (1%) of the outstanding equity securities of a corporation whose stock is listed
      on a national stock exchange.

     

    2.    Start
      Date.
      Subject
      to fulfillment of any conditions imposed by this letter agreement, you commence
      this new position with the Company on July 23, 2008 (the “Start
      Date”).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Ms.
            Qiong
            Wu

          July
            23,
            2008

          Page
            2

        

      

    

     

    3.    Compensation.
      You
      will
      be paid a monthly salary of $10,000, which is equivalent to $120,000 on an
      annualized basis (the “Base
      Salary”).
      Your
      salary will be payable monthly
      pursuant
      to the Company’s regular payroll policy. You may also receive an annual bonus
      based on your performance as determined by the compensation committee of the
      Board. In
      addition, you will be entitled to participating in the stock option plan of
      the
      Company if and when the Company adopts such a plan. Your
      compensation will be reviewed annually by the Board and the compensation
      committee of the Board as part of the Company’s executive compensation review
      process. 

     

    4.    Benefits.
      

     

    (a) Insurance
      Benefits.
      You are
      entitled to participating in any or all employee benefits, medical insurances,
      and other benefit plans that the Company has. Such welfare and benefits provided
      to you by the Company shall be subject to (i)
      the
      requirements of the Labor Laws and applicable regulations of the People’s
      Republic of China (ii)
      the
      terms of the applicable plan documents, if any, (iii)
      general
      policy of the Company, if applicable, and (iv)
      the
      discretion of the Board, relevant committees of the Board or any other
      administrator of such plans. 

     

    (b) Vacation;
      Sick Leave.
      You
      are
      entitled to a ten days paid vacation per year.

     

    (c) Expenses
      Reimbursement.
      The
      Company agrees to reimburse you for all reasonable, ordinary and necessary
      expenses properly incurred by you in connection with the performance of your
      duties hereunder, provided that proper vouchers are submitted to the Company
      by
      you evidencing such expenses and the purposes for which the same were incurred.
      

     

    5.    Confidentiality
      and Insider Trading.
      You
      hereby acknowledge that your services to be render under this letter agreement
      are of a special, unique and extraordinary character and, in connection with
      such services, you will have obtained trade secrets and other non-public
      information concerning the Company, any affiliate of the Company and their
      affairs, including but not limited to the business methods, information systems,
      financial data and strategic plans which are unique assets of the Company or
      any
      affiliate of the Company, as the case may be (“Confidential
      Information”),
      the
      use or disclosure of which would cause irreparable harm to the Company. You
      covenant 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 insider trading activities
      during your term and thereafter. You further acknowledge that money damages
      are
      not sufficient remedy for your breach of this letter agreement, and that the
      Company shall be entitled, in addition to any and all other remedies available
      to the Company, to the entry of preliminary injunction as a remedy for such
      breach or contemplated breach without the need to post a bond and without proof
      of actual damages. 

    


    6.    Non-Compete;
      Non-Solicitation.
      You
      agree that during your term and for a period of one year commencing on the
      termination of your employment hereunder, you will not without the prior written
      consent of the Company (a) solicit or induce any employee, agent or independent
      contractor of the Company or any affiliate of the Company to terminate his
      relationship with the Company or the Company’s affiliate, or (b) participate in,
      render services to, or become employed by, any business enterprise which is
      engaged in business activities competitive with the business of the Company
      or
      any affiliate of the Company as then conducted or may be determined by the
      Company as potentially competitive with the ongoing business of the Company
      or
      any affiliate of the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Ms.
            Qiong
            Wu

          July
            23,
            2008

          Page
            3

        

      

    

    


    7.    At-Will
      Employment.
      Your
      employment with the Company will be on an “at will” basis, meaning that either
      you or the Company may terminate your employment at any time upon 30 days
      written notice for any reason or no reason, without further obligation or
      liability; provided that if your employment with the Company is terminated
      by
      the Company without “cause,” the Company will pay you a severance payment equal
      to three months Base Salary in effect during the year you are terminated. For
      the purposes of this letter, “cause” shall mean: (i) your repeated failure to
      perform one or more of your essential duties and responsibilities to the
      Company, as determined by the Board in its sole discretion, after 10 day written
      notice to you and a chance to cure; (ii) your failure to follow the lawful
      directives of the Board; (iii) your material violation of any Company policy,
      including any provision of Code of Conduct or Code of Ethics of the Company
      then
      in effect, if any; (iv) your commission of any act of fraud, embezzlement,
      dishonesty or any other willful misconduct that in the reasonable judgment
      of
      the Board has caused or is reasonably expected to result in material injury
      to
      the Company; (v) your unauthorized use or disclosure of any Confidential
      Information of the Company or any other party to whom you owe an obligation
      of
      nondisclosure as a result of your relationship with the Company; (vi) your
      conviction of a felony or misdemeanor (other than a traffic offense); (vii)
      your
      willful breach of any of your obligations under any written agreement with
      the
      Company; (viii) your violation of any duties and responsibilities of a principal
      executive officer under the applicable laws, including but not limited to your
      fiduciary duty to the Company under the laws of the State of Florida and your
      responsibilities under the United States federal securities laws.

     

    8.    No
      Conflicting Obligations.
      You
      understand and agree that by accepting this offer of employment, you represent
      to the Company that your performance will not breach any other agreement to
      which you are a party and that you have not, and will not during the term of
      your employment with the Company, enter into any oral or written agreement
      in
      conflict with any of the provisions of this letter agreement or the Company’s
      policies. You are not to bring with you to the Company, or use or disclose
      to
      any person associated with the Company, any confidential or proprietary
      information belonging to any former employer or other person or entity with
      respect to which you owe an obligation of confidentiality under any agreement
      or
      otherwise. The Company does not need and will not use such information and
      we
      will assist you in any way possible to preserve and protect the confidentiality
      of proprietary information belonging to third parties. Also, we expect you
      to
      abide by any obligations to refrain from soliciting any person employed by
      or
      otherwise associated with any former employer and suggest that you refrain
      from
      having any contact with such persons until such time as any non-solicitation
      obligation expires.

     

    9.    True
      Disclosure.
      You
      have represented to the Company that (a) your prior work experience is as
      disclosed to the Company in writing and (b) you are not a party to or otherwise
      bound by any order, decree or judgment. 

     

    10.    Indemnification.
      The
      Company shall indemnify and defend you and hold you harmless, to the full extent
      allowed by the law of the State of Florida, and as provided by, or granted
      pursuant to, any charter provision of the Company, both as to action in your
      official capacity and as to action in another capacity while holding such
      office, except for matters arising out of your gross negligence or willful
      misconduct. 

     

    11.    Entire
      Agreement.
      This
      letter agreement sets forth the entire agreement and understanding between
      you
      and the Company (including any affiliate of the Company) relating to your
      employment and supersedes all prior agreements and discussions between us.
      

     

    12.    Amendment.
      This
      letter may not be modified or amended except by a written agreement, signed
      by
      an officer of the Company, although the Company reserves the right to modify
      unilaterally your compensation, benefits, job title and duties, reporting
      relationships and other terms of your employment. 

     

    13.    Governing
      Law and Dispute Resolution.
      This
      letter agreement shall be interpreted in accordance with, and the rights of
      the
      parties hereto shall be determined by, the laws of New York 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 binding 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 Chinese;
      and (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 the arbitrator from the panel of arbitrators provided by CIETAC, and
      to
      the extent permitted by CIETAC’s arbitration rules, from outside of the panel.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Ms.
          Qiong
          Wu
          July
            23,
            2008

          Page
            4

        

      

    

     

    We
      are
      all delighted to be able to extend you this offer and look forward to working
      with you. To indicate your acceptance of the Company’s offer, please sign and
      date this letter agreement in the space provided below and return it to me.
      

     

    

      
        	
                Very
                  truly yours,

              	
                ACCEPTED
                  AND AGREED:

              
	 	 
	
                PUDA
                  COAL, INC.

              	
                QIONG
                  WU

              
	/s/
                Liping Zhu	 
	
                By:
                  Liping Zhu

              	
                /s/
                  Qiong Wu

              
	
                Title:
                  President and Chief Executive Officer

              	
                Signature