Unassociated Document


    AMENDMENT
TO CONVERTIBLE NOTE

    


    This
Amendment to the Convertible Note (the “Amendment”) is made
as of November 26, 2010 by and between, Jintai Mining Group, Inc., a
Delaware corporation (“Jintai Delaware”) and Huanjiang Jintai Mining Co.,
Limited, a limited liability Companies formed in the People’s Republic of China
(“PRC”) (“Huanjiang Jintai”) (collectively the “Borrowers”), and Liwen Hu (the
“Holder”) .

     

    WHEREAS, the Borrowers issued
a certain convertible note to the Holder on August 31, 2010 (the “Convertible
Note”) whereby the Borrowers jointly and severally promise to pay to the Holder,
without demand, the sum of Ten Million Dollars ($10,000,000), with interest
thereon on or before August 31, 2011 pursuant to the terms and conditions set
forth therein;

     

    WHEREAS, the Borrowers and the
Holder wish to amend the Conversion Price (as defined therein) of the
Convertible Note;

     

    NOW, THEREFORE, in
consideration of the foregoing recitals and of the covenants and mutual
agreements contained in this Amendment, the Borrowers and the Holder hereby
agree as follows:

     

    1.           Amendment to
Note.    Section 2.2 (b) of Article II of the
Convertible Note shall be amended to state as following:

     

     (b)  Subject
to adjustment as provided for in Section 2.2(c) hereof, the conversion price per
share of Common Stock shall be the offering price for the Common Stock in the
IPO (the “Conversion Price”).

    


    2.           Retention of Other
Terms.  All other terms contained in the Convertible Note shall
remain and this Amendment shall not affect any other Article, Section or
provision of the Convertible, unless otherwise agreed to by the parties
hereto.

    


    3.           Successors.  This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective administrators, representatives, executors, successors and
assigns, either by reason of death, incapacity, merger, consolidation, and/or
purchase or acquisition of substantially all of the Company's assets or
otherwise.

    


    4.           Governing Law. Each party acknowledges
that it has been represented by counsel in connection with this Agreement, and
has executed the same with knowledge of its consequences. This Agreement is made
and entered into under New York law and shall be interpreted, enforced and
governed under the laws of the laws of New York without regard to its conflicts
of laws principles.

    


    5.           Paragraph
Headings. The paragraph headings used in this Amendment are intended
solely for convenience of reference and shall not in any manner amplify, limit,
modify or otherwise be used in the interpretation of any of the provisions
hereof.

    


    6.           Severability. Should
any of the provisions of this Amendment be declared or be determined to be
illegal or invalid, the validity of the remaining parts, terms or provisions
shall not be affected thereby and said illegal or invalid part, term or
provision shall be deemed not to be a part of this Amendment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.           Entire
Agreement. This Amendment sets forth the entire agreement
between the parties, and fully supersedes any and all prior agreements or
understandings between the parties pertaining to the subject matter
hereof.

    


    8.           Counterparts. This
Agreement may be executed in counterparts. Each counterpart shall be deemed an
original, and when taken together with the other signed counterpart, shall
constitute one fully executed Agreement.

     

    9.           Further
Assurances. From and after the date hereof, the parties hereto shall
take all actions, including the execution and delivery of all documents,
necessary to effectuate the terms hereof.

    


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    IN WITNESS WHEREOF, each of
the Borrowers and Holder has caused this Amendment to be duly executed as of the
date first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            JINTAI
      MINING GROUP, INC.

                                          
	 
      	 
      
	 
      	

                                            By:

                                          	
                                            /s/
      Kuizhong Cai

                                          
	 
      	Name:	
                                            Kuizhong
      Cai

                                          
	 
      	Title:	
                                            President
      & Chairman of the Board

                                          
	 
      	 
      
	 
      	
                                            HUANJIANG
      JINTAI MINING CO.LTD

                                          
	 
      	 
      
	 
      	

                                            By:

                                          	
                                            

                                              /s/
      Kuizhong Cai

                                            

                                          
	 
      	

                                            Name:

                                          	
                                            

                                              Kuizhong
      Cai

                                            

                                          
	 
      	

                                            Title:

                                          	
                                            President

                                          
	 
      	 
      
	 
      	
                                            Liwen
      Hu

                                          
	 
      	 
      
	 
      	
                                            /s/
      Liwen
Hu

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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