ex10_1.htm


    
      

    


    Exhibit 10.1

    


    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (the “Agreement”),
dated as of December 15, 2008 is entered into by and between Sino Clean Energy,
Inc., a Nevada corporation (the “Company”),
and Hon Wan Chan, also known as Helice Chan (the “Executive”,
and collectively with the Company, the “Parties”),
and shall become effective as of the date hereof (the “Effective
Date”).

    


    WITNESSETH:

    


    WHEREAS, the Company is
engaged in the business of producing and distributing coal water mixture in the
People’s Republic of China (the “Business”);

    


    WHEREAS, Executive has
represented to Company that he has the experience, background and expertise
necessary to enable him to be the Chief Financial Officer and Principal
Accounting Officer of the Company; and

    


    WHEREAS, based on Executive’s
representation and the Company’s reasonable due diligence, the Company wishes to
employ Executive as its Chief Financial Officer and Principal Accounting
Officer, and Executive wishes to enter into such employment with the Company and
to enter into this Agreement; and

    


    NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein, and for other good and valuable
consideration, the Parties hereby agree as follows:

    


    1.             Definition.
As used herein, the following terms shall have the following
meanings:

    


    1.1           “Affiliate”
of a Person (the “Subject
Person”) means any other Person directly or indirectly controlling,
controlled by or under common control with the Subject Person, where “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and includes (a)
ownership directly or indirectly of 50% or more of the shares in issue or other
equity interests of such Person; (b) possession directly or indirectly of 50% or
more of the voting power of such Person or (c) the power directly or indirectly
to appoint a majority of the member of the board of directors or similar
governing body of such Person, and the terms “controlling”
and “controlled”
have meaning correlative to the foregoing.

    


    1.2           “Board”
means the Board of Directors of the Company.

    


    1.3           “Person”,
for the purpose of this Agreement, means an individual, corporation, joint
venture, enterprise, partnership, trust, unincorporated association, limited
liability company, government or any department or agency hereof, or any other
entity.

    


    1.4           “Prospective
Customer” means any Person whom has either (a) entered into a
nondisclosure agreement with the Company or its subsidiary or Affiliate; or (b)
has received a reasonably detailed written proposal from the Company or its
subsidiary or Affiliate, and such Person has not yet rejected such
proposal.

    


    2.           
 Employment.

    


    2.1           Agreement
to Employ.  As of the Effective Date, the Company hereby agrees
to employ Executive, and Executive hereby accepts such employment, subject to
the provisions of this Agreement, as an officer and employee of the
Company.

    


    2.2           Duties.  Executive
shall serve as the Chief Financial Officer and Principal Accounting Officer of
the Company. In such position, Executive shall have such responsibilities as
stated in Attachment
I of this Agreement. Executive shall report directly to the Board. The
Board shall have the right to adjust the duties and authority of Executive,
provided that such adjustment shall not be inconsistent with applicable laws,
regulations and rules.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    2.3           Term of
Employment.  Subject to the provisions of Section 5 of this
Agreement, this Agreement shall be effective for a period commencing on the
Effective Date and terminate pursuant to Section 4 hereof ending on the day
immediately preceding the first anniversary of the Effective Date (the “Term”).

    


    3.           
 Compensation.

    


    3.1           Salary.  The
Company shall pay Executive a monthly salary of at the annual rate of One
Hundred Eighty Thousand Renminbi (RMB 180,000) (the “Salary”), payable in
monthly installments of Ten Thousand Renminbi (RMB 10,000) for the initial six
months of the Term, and in monthly installments of Twenty Thousand Renminbi (RMB
20,000) thereafter.

    


    3.2           Stock
Option.  Upon execution of this Agreement, Executive shall be
granted an option (the “Option”)
to purchase up to One Hundred Thousand (100,000) shares of the Company’s common
stock, $0.001 par value, at an exercise price equal to the last reported sale
price per share in the over-the-counter market on the grant date of the Option,
as reported by the Financial Industry Regulatory Authority’s OTC Bulletin Board,
the National Quotation Bureau Incorporated or any similar organization or agency
reporting prices in the over-the-counter market, for a period of two (2)
years.  The Option shall be granted pursuant to, and the terms and
conditions of the Option shall be set forth in, an option agreement entered into
by and between the Company and Executive as of the Effective Date, substantially
in the form which is attached to this Agreement as Exhibit
A.

    


    3.3           Business
Expenses.  During the Term, the Company, in accordance with
Company policies as are in effect from time to time, shall reimburse all
reasonable business expenses incurred by Executive in the performance of his
duties hereunder provided Executive furnishes the Company with vouchers,
receipts and other details of such expenses in the form required by the Company
sufficient to substantiate a deduction for such reasonable business expenses
under all applicable rules and regulations of Federal and State taxing
authorities.

    


    4.            
Termination.  Notwithstanding
any other provision of this Agreement:

    


    4.1           For Cause
by the Company.  The Company hereunder, may terminate the Term,
and the Executive’s employment at any time for Cause (as defined below) upon
delivery of a Notice of Termination (as defined in Section 4.4) by the Company
to Executive, in which the cause or reason of such termination is
stated.  For purposes of this Agreement, “Cause”
means, in each case, as reasonably determined by the Board: (i) conviction of,
or entry of a pleading of guilty or no contest by, Executive with respect to a
felony or any lesser crime of which fraud or dishonesty is a material element;
(ii) Executive's willful dishonesty towards the Company; (iii) Executive's
willful and continued failure to perform substantially all of his duties with
the Company, or a failure to follow the lawful direction of the Board after the
Board delivers a written demand for substantial performance and Executive
neglects to cure such a failure to the reasonable satisfaction of the Board
within five (5) business days following receipt of such written demand; (iv)
Executive's knowing and intentional failure to comply with applicable laws with
respect to the execution of the Company's business operations or his material
breach of this Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty
or similar conduct which has resulted or is likely to result in material damage
to the Company or any subsidiaries and Affiliate; or (vi) Executive's habitual
intoxication or continued abuse of illegal drugs which materially interferes
with Executive's ability to perform his assigned duties and
responsibilities.  If Executive is terminated for Cause pursuant to
this Section 4.1, he shall be entitled to receive only his Salary through the
date of termination and he shall have no further rights to any compensation
(including any Salary) or any other benefits under this Agreement.

    


    4.2           Disability
or Death.  The Term and Executive’s employment hereunder, shall
terminate immediately upon his death or following delivery of a Notice of
Termination by the Company to Executive if Executive becomes physically or
mentally incapacitated, whether total or partial, and is therefore unable to
perform substantially all of his duties and responsibilities hereunder for a
period of ninety (90) consecutive days (such incapacity is hereinafter referred
to as “Disability”).  Upon termination of Executive’s employment
hereunder for either Disability or death, Executive or Executive’s estate (as
the case may be) shall be entitled to receive his Salary through the date of
termination, any earned but unpaid vacation, and all other compensation and
benefits that were vested through the date of Disability or
death.  All other benefits, if any, due Executive following the
Executive’s termination for Disability or death shall be determined in
accordance with the plans, policies and practices of the Company, provided,
however, that Executive (or his estate, as the case may be) shall not be
entitled to participate in any severance plan, policy or program of the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.3           Termination
by Company Without Cause.  Executive’s employment may be
terminated without Cause by the Company by delivery of written notice to
Executive at least thirty (30) days prior to the termination date (“Early Termination
by Company”).  It is expressly agreed and understood that if
Executive’s employment is terminated by the Company without Cause as provided in
this Section 4.3, it shall not impair, limit or otherwise affect
Executive’s Continuing Obligations (as defined below).  Upon the
effective date of the Early Termination by Company, Executive shall be entitled
to all compensation and benefits that were vested through such Early Termination
by Company date.

    


    4.4           Termination
by Executive.  Executive’s employment may be terminated by
Executive without further liability on the part of Executive (other than with
respect to those provisions of this Agreement expressly surviving such
termination) by written notice to the Company at least thirty (30) days
prior to such termination date (“Termination by
Executive”).  It is expressly agreed and understood that if
Executive’s employment is terminated by the Executive as provided in this
Section 4.4, it shall not impair, limit or otherwise affect Executive’s
Continuing Obligations (as defined below).  Upon the effective date of
the Termination by Executive, Executive shall be entitled to all compensation
and benefits that were vested through such Termination by Executive
date.

    


    4.5           Notice of
Termination.  The “Date of
Termination” shall mean the applicable date on which the Executive’s
employment is terminated under this Agreement.  Any purported
termination of employment by the Company or Executive (other than on account of
the death of Executive) shall be communicated by a written Notice of Termination
to Executive or the Company, respectively, delivered in accordance with Section
8.4 hereof.  For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, the date of termination,
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so
indicated.  The date of termination of Executive's employment shall be
the date so stated in the Notice of Termination and shall be no less than thirty
(30) days following the delivery of a Notice of Termination; except that: (a) in
the case of a termination by the Company for Cause in accordance with the terms
of Section 4.1 hereof, in which case the date of termination of Executive’s
employment may be, at the sole discretion of the Company, the same date as the
delivery of the Notice of Termination; and (b) in the case of a Termination by
Executive in accordance with the terms of Section 4.4 hereof, the Company shall
have the option, in its complete discretion and upon payment of all compensation
and benefits then due and owing through the last day of the notice period, to
make Executive’s termination effective at any time prior to the end of such
thirty (30) day notice period and, thereafter, all of Company’s obligations
under this Agreement shall cease..

    


    4.6           Payment.  The
Executive shall not be entitled to severance payments or participate in any
severance plan, policy or program of the Company upon any termination provided
in Section 4 herein.  Except as otherwise provided in this Agreement,
any payments to which the Executive shall be entitled under this Section 4,
including, without limitation, any economic equivalent of any benefit, shall be
made as promptly as possible following the Date of Termination, but in no event
more than thirty (30) days after the Date of Termination.  If the
amount of any payment due to the Executive cannot be determined within thirty
(30) days after the Date of Termination, such amount shall be reasonably
estimated on a good faith basis by the Company, and such estimated amount shall
be paid no later than thirty (30) days after such Date of
Termination.  As soon as practicable thereafter, the final
determination of the amount due shall be made and any adjustment requiring a
payment to the Executive shall be made as promptly as practicable.

    


    4.7           Continuing
Obligations. Notwithstanding termination of this Agreement as provided in
this Section 4 or any other termination of Executive’s employment with the
Company, Executive’s obligations under Section 6 hereof (collectively, the
“Continuing
Obligations”) shall survive any termination of Executive’s employment
with the Company at any time and for any reason.

    


    5.      
      Executive’s
Representation. The Executive represents and warrants to the Company
that: (a) he has the knowledge and experience to perform his duties as described
in Attachment
I, and that his qualifications as represented to the Company are true and
accurate; (b) he has not been charged with or convicted of any criminal or
regulatory violation, and to the best of his knowledge is not the subject of any
on-going investigation by any governmental
agency; (c) he is not subject to any contractual, fiduciary or other obligation
which may affect the performance of his duties under this Agreement; (d) he has
terminated any and all contractual obligation which may affect his performance
under this Agreement; and (e) his employment with the Company shall not require
him to use or disclose proprietary or confidential information of any other
person or entity. 

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.            
Non-Disclosure
of Confidential Information ; Non-Competition and Non-Solicitation.
Executive acknowledges that his employment position with the Company is one of
trust and confidence.  Executive further understands and acknowledges
that, during the course of Executive's employment with the Company, Executive
will be entrusted with access to certain confidential information, specialized
knowledge and trade secrets which belong to the Company, its subsidiaries or
Affiliate, including, but not limited to, their methods of operation and
developing customer base, its manner of cultivating customer relations, its
practices and preferences, current and future market strategies, formulas,
patterns, patents, devices, secret inventions, processes, compilations of
information, records, and customer lists, all of which are regularly used in the
operation of their business and which Executive acknowledges have been acquired,
learned and developed by them only through the expenditure of substantial sums
of money, time and effort, which are not readily ascertainable, and which are
discoverable only with substantial effort, and which thus are the confidential
and the exclusive property of the Company and its subsidiaries (“Confidential
Information”).  Executive covenants and agrees to use his best
efforts and utmost diligence to protect any Confidential Information from
disclosure to third parties.  Executive further acknowledges that,
absent the protections afforded the Company and its subsidiaries in this Section
6, Executive would not be entrusted with any of such Confidential Information.
Accordingly, Executive agrees and covenants as follows:

    


    6.1           Executive
agrees (whether during or after Executive’s employment with the Company) not to
issue, circulate, publish or utter any false or disparaging statements, remarks
or rumors about the Company, or its officers, directors, managers or
shareholders of the Company or its subsidiaries and Affiliates unless giving
truthful testimony under subpoena;

    


    6.2           During
the period of Executive's employment with the Company and for five (5) years
immediately following the termination of such employment, Executive shall not
disclose or reveal to any person, firm or corporation other than in connection
with the business of the Company and its subsidiaries or as may be required by
law, any Confidential Information used or useable by the Company or any of its
subsidiaries, divisions or Affiliates (collectively the “Companies”)
in connection with their respective businesses, known to Executive as a result
of his employment by the Company, or other relationship with the Companies, and
which is not otherwise publicly available.  Executive further agrees
that during the Term and for five (5) years thereafter, he shall keep
confidential and not disclose or reveal to any person, firm or corporation other
than in connection with the business of the Companies or as may be required by
applicable law, any information received by him during the course of his
employment with regard to the financial, business, or other affairs of the
Companies, their respective officers, directors, customers or suppliers which is
not publicly available;

    


    6.3           Upon
the termination of Executive's employment with the Company, Executive shall
return to the Company all documents, customer lists, customer information,
product samples, presentation materials, drawing specifications, equipment and
other materials relating to the business of the Companies, which Executive
hereby acknowledges are the sole and exclusive property of the
Companies.  Nothing in this Agreement shall prohibit Executive from
retaining any of his personal belongings and documents;

    


    6.4           During
the term of the Agreement and for a period of six (6) months immediately
following the termination of the Executive's employment with the Company,
Executive shall not compete, or participate as a shareholder, director, officer,
partner (limited or general), trustee, holder of a beneficial interest,
employee, agent of or representative in any business competing directly with the
Companies without the prior written consent of the Company, which may be
withheld in the Company’s sole discretion; provided, however, that nothing
contained herein shall be construed to limit or prevent the purchase or
beneficial ownership by Executive of less than five percent (5%) of any security
registered under Section 12 or 15 of the Securities Exchange Act of 1934;
and

    


    6.5           During
the period of Executive's employment with the Company, Executive agrees to offer
or otherwise make known or available to it, as directed by the Board of
Directors of the Company without additional compensation or consideration, any
business prospects, contracts or other business opportunities that Executive may
discover, find, develop or otherwise have available to Executive that relate to
the business or activities in which the Company, its Affiliates or its
subsidiaries are engaged in and further agrees that any such prospects, contacts
or other business opportunities shall be the property of the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.6           During
the term of the Agreement and for a period of eighteen (18) months
immediately following the termination of the Executive's employment with the
Company, Executive shall not:

    


    6.6.1           Solicit
or accept competing business from any customer of the Companies, or any person
or entity known by Executive to be or have been, during the preceding eighteen
(18) months, a customer or Prospective Customer of the Companies without the
prior written consent of the Company;

    


    6.6.2           Encourage,
request or advise any such customer or Prospective Customer of the Companies to
withdraw or cancel any of their business from or with the
Companies;

    


    6.6.3           Conspire
with any person employed by any of the Companies with respect to any of the
matters covered by this Section 6;

    


    6.6.4           Encourage,
induce or solicit any person employed by any of the Companies to facilitate
Executive's violation of the covenants contained in this Section 6;

    


    6.6.5           Assist
any entity to solicit the employment of any employee of any of the Companies;
or

    


    6.6.6           Employ
or hire any employee any of the Companies, or solicit or induce any such person
to join the Executive as a partner, investor, co-venturer, or otherwise
encourage or induce them to terminate their employment with any of the
Companies.

    


    6.7           During
and after Executive’s employment, Executive shall reasonably cooperate with the
Company in the defense, procurement, maintenance and enforcement of (i) any
claims or actions (other than those brought by Executive) now in existence or
which may be brought in the future against or on behalf of the Company, its
Affiliates or any subsidiary thereof that relate to the Confidential Information
and any and all events or occurrences that transpired while Executive was
employed by the Company. Executive’s full cooperation in connection with such
claims or actions shall include, but not be limited to, being available to meet
with counsel to prepare for discovery or trial and to act as a witness at
mutually convenient times but shall not include, for any period after the
Executive’s employment with the Company has terminated, any activities that
materially interfere with the Executive’s new employment
obligations.  During and after Executive’s employment, Executive also
shall reasonably cooperate in connection with any investigation or review of any
federal, state or local regulatory authority as any such investigation or review
relates to events or occurrences that transpired while Executive was employed by
the Company (to the extent such cooperation does not conflict with or impair
Executive’s legal rights in connection with any such matter).

    


    Executive
expressly acknowledges that all of the provisions of this Section 6 of this
Agreement have been bargained for and Executive's agreement hereto is an
integral part of the consideration to be rendered by the Executive which
justifies the rate and extent of the compensation provided for hereunder.
Executive further acknowledges and agrees that a violation of any one of the
covenants contained in this Section 6 shall cause irreparable injury to the
Company, that the remedy at law for such a violation would be inadequate and
that the Company shall thus be entitled to temporary injunctive relief to
enforce that covenant until such time that a court of competent jurisdiction
either (a) grants or denies permanent injunctive relief or (b) awards other
equitable remedy as it sees fit.

    


    7.          
  Successors.

    


    7.1           Executive.  This
Agreement is personal to Executive and without the prior express written consent
of the Company, shall not be assignable by Executive, except the Executive’s
rights to receive any compensation or benefits under this Agreement may be
transferred or disposed of pursuant to testamentary disposition, intestate
succession or a qualified domestic relations order or in connection with a
Disability.  This Agreement shall inure to the benefit of and be
enforceable by Executive’s estate, heirs, beneficiaries, and/or legal
representatives.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.2           The
Company. This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

    


    8.           
 Miscellaneous.

    


    8.1           Indemnification.  The
Company and each of its subsidiaries shall, to the maximum extent provided under
applicable law, indemnify and hold Executive harmless from and against any
expenses, including reasonable attorney’s fees, judgments, fines, settlements
and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to,
Executive’s employment by the Company, other than any such Losses incurred as a
result of Executive’s negligence or willful misconduct.  The Company
shall, or shall cause a subsidiary thereof to, advance to Executive any
expenses, including attorney’s fees and costs of settlement, incurred in
defending any such proceeding to the maximum extent permitted by applicable
law.  Such costs and expenses incurred by Executive in defense of any
such proceeding shall be paid by the Company or applicable subsidiary in advance
of the final disposition of such proceeding promptly upon receipt by the Company
of (a) written request for payment; (b) appropriate documentation evidencing the
incurrence, amount and nature of the costs and expenses for which payment is
being sought; and (c) an undertaking adequate under applicable law made by or on
behalf of Executive to repay the amounts so advanced if it shall ultimately be
determined pursuant to any non-appealable judgment or settlement that Executive
is not entitled to be indemnified by the Company or any subsidiary
thereof.  The Company shall provide Executive with coverage under all
director’s and officer’s liability insurance policies which shall be in effect
during the Term, with no deductible payable by Executive.

    


    8.2           Applicable
Law; Jurisdiction.  Except as may be otherwise provided herein,
this Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada, applied without reference to principles of conflict of
laws. Any judicial proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement or any agreement identified herein may
be brought only in state or federal courts of the State of Nevada, and by the
execution and delivery of this Agreement, each of the parties hereto accepts for
themselves the exclusive jurisdiction of the aforesaid courts and irrevocably
consents to the jurisdiction of such courts (and the appropriate appellate
courts) in any such proceedings, waives any objection to venue laid therein and
agrees to be bound by the judgment rendered thereby in connection with this
Agreement or any agreement identified herein.

    


    8.3           Amendments.  This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors or legal
representatives.

    


    8.4           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally, if delivered by overnight courier service, if
sent by facsimile transmission or if mailed by registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses or sent via
facsimile to the respective facsimile numbers, as the case may be, as set forth
below, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt; provided, however, that (i) notices sent by
personal delivery or overnight courier shall be deemed given when delivered;
(ii) notices sent by facsimile transmission shall be deemed given upon the
sender's receipt of confirmation of complete transmission, and (iii) notices
sent by United States registered mail shall be deemed given seven  (7)
days after the date of deposit in the United States mail.

    


    If to the
Executive:

    


    Mr. Hon
Wan Chan, a/k/a Helice Chan

    Flat F,
26/Floor, Block 1, Tung Chung Crescent

    Tung
Chung, NT, Hong Kong Special Administrative Region

    Facsimile:
__________

    


    If to the
Company:

    


    Sino
Clean Energy, Inc.

    Room
2205, Suite A, Zhengxin Building, No. 5


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Gaoxin 1st Road, Gao Xin District,
Xi’an, Shaanxi Province

    People’s Republic of
China

    Facsimile: __________

    Attn:  Mr. Baowen
Ren

    


    With a copy to (which shall not
constitute notice):

    


    Kevin K. Leung, Esq.

    Richardson & Patel
LLP

    10900 Wilshire Blvd., 5th
Floor

    Los Angeles,
CA 90024

    Facsimile: (310)
208-1154

    


    8.5           Withholding
Taxes.  The Company may withhold from any amounts payable under
this Agreement, such national, provincial, local and foreign taxes as may be
required to be withheld pursuant to any applicable law or
regulation.

    


    8.6           Severability.  In
the event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, each such provision
shall be processed with whatever deletion or modification is necessary so that
the provision is otherwise legal, valid and enforceable and gives effect to the
commercial intention of the parties. To the extent it is not possible to delete
or modify the provision, in whole or in part, then such provision or part of it
shall, to the extent that it is illegal, invalid or unenforceable, be deemed not
to form part of this Agreement and the validity, legality and enforceability of
the remaining provisions of this Agreement shall, subject to any deletion or
modification made hereunder, not be affected.

    


    8.7           Entire
Agreement; Captions.  This Agreement contains the entire
agreement among the Parties concerning the subject matter hereof and supersedes
all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Parties with respect thereto.
Titles and headings to sections in this Agreement are for the purpose of
reference only and shall in no way limit, define, or otherwise affect any
provisions contained therein.

    


    8.8           Survivorship.  The
respective rights and obligations of the Parties hereunder shall survive any
termination of this Agreement or the Executive’s employment hereunder to the
extent necessary to the intended preservation of such rights and
obligations.

    


    8.9           Waiver;
Remedies Cumulative.  Either Party's failure to enforce any
provision or provisions of this Agreement shall not in any way be construed as a
waiver of any such provision or provisions, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.  All
remedies provided in this Agreement are in addition to all other remedies
provided under this Agreement or applicable law.

    


    8.10         Joint
Efforts/Counterparts.  Preparation of this Agreement shall be
deemed to be the joint effort of the Parties hereto and shall not be construed
more severely against any party.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.

    


    8.11         Representation
by Counsel.   Each Party hereby represents that it has had
the opportunity to be represented by legal counsel of its choice in connection
with the negotiation and execution of this Agreement.

    


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    IN WITNESS WHEREOF, the
Parties have executed this Agreement as of the day and year first above
written.

    
      
        
          
            
              	 


            

          

          
            
              
                
                  
                    
                      
                        
                          	
                                  COMPANY 

                                	 	
                                  EXECUTIVE 

                                
	 	 	 
	
                                  SINO
      CLEAN ENERGY, INC. 

                                	 	 
	
                                   

                                	 	 
	 	 	 	 
	
                                  By:
      

                                	 	 	 
	 	Baowen
      Ren	 	
                                  Hon
      Wan Chan 

                                
	 	Chief
      Executive Officer 	 	 


                        

                      

                    

                  

                

              

            

          

        

      



    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ATTACHMENT
I

    (Duties
of Chief Financial Officer and Principal Accounting Officer)

    


    The
Company employs Executive as the Chief Financial Officer and Principal
Accounting Officer to perform the customary duties of those positions as set
forth in the Company’s bylaws, and as the Company, by action of its Board, may
provide from time to time.  During the Term, Executive shall devote
his ability and attention to his duties on a “best efforts” and professional
basis under the direction of the Board.  Such duties shall include,
without limitations:

    


    
      	
               
      

            	
              1.

            	
              Overseeing
      and supervising the Company’s quarterly and annual financial reporting
      obligations, including compliance and internal control
      functions;

            


    

    


    
      	
               
      

            	
              2.

            	
              Assisting
      with the Company’s financing transactions, including communicating with
      professionals, directing and preparing budgets, financial reports and
      forecasts, and attending relevant meetings and road shows;
    and

            


    

    


    
      	
               
      

            	
              3.

            	
              Other
      reasonable and necessary duties suitable to the positions of Chief
      Financial Officer and Principal Accounting Officer as required by the
      Company.

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    (Form
of Option Agreement)