Exhibit
10.1

    


    AMENDMENT
AGREEMENT

    


    THIS AMENDMENT AGREEMENT (this
“Amendment”) is made and entered into this as of the _____ day of August, 2009,
by and among Sino Clean Energy Inc., a Nevada corporation (the “Company”), and
the undersigned Purchasers. Capitalized terms used but not defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement
(defined in the Recitals below).

    


    RECITALS:

     

    WHEREAS, reference is made to that
certain Securities Purchase Agreement dated as of July 2009 (the “Securities
Purchase Agreement”), by and among the Company and the Purchasers;

    


    WHEREAS, pursuant to Section 4.10 of
the Securities Purchase Agreement, the Company agrees to use its best efforts to
amend its charter to increase the number of authorized shares of common stock
from 200,000,000 to 300,000,000 (the “Charter Amendment”) within 45 days of the
Closing Date (the “Charter Effective Date”);

    


    WHEREAS, a meeting of the Company’s
shareholders is necessary to effectuate the Charter Amendment, and such meeting
cannot be held by the Charter Effective Date despite the best efforts of the
Company;

    


    WHEREAS, the Company has proposed that
the Purchasers extend the Charter Effective Date from 45 days to 90 days of the
Closing Date on the terms  set forth below (the “Proposal”), which
Proposal is acceptable to the Purchasers; and

    


    WHEREAS, certain amendments to the
Securities Purchase Agreement are necessary to effectuate the
Proposal;

    


    NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual agreements herein contained and for other good
and valuable consideration, the parties hereto agree as follows:

    


    A.           AMENDMENT.

    


    (1)           Section
4.10 of the Securities Purchase Agreement shall read in its entirety as
follows:

    


    
      	
               
      

            	
              “ Amendment to
      Charter.  Within ninety days (90) days of the Closing
      Date (the “Charter Effective
      Date”), the Company shall use its best efforts to amend its charter
      to increase the number of authorized shares from 200 million to 300
      million.  If the Company fails for any reason to file an amended
      charter pursuant to this Section 4.10 prior to the Charter Effective Date,
      the Company shall pay to such Holder, in cash, as liquidated damages and
      not as a penalty, $0.27 per day for each $1,000 in Notes purchased by such
      Purchaser until such amended charter is
  effective.”

            


    

     

    
      
         

      

      
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    (2)           Except
as expressly set forth herein, this Amendment shall not be deemed to be a
waiver, amendment or modification of any provisions of the Securities
Purchase Agreement, or of any right, power or remedy of the Purchasers, or
constitute a waiver, amendment or modification of any provision of the
Securities Purchase Agreement (except to the extent herein set forth), or any
other document, instrument and/or agreement executed or delivered in connection
therewith, in each case whether arising before or after the date hereof or as a
result of performance hereunder or thereunder, all of which (except as specified
herein) remain in full force and effect.  Except as set forth
herein, the Purchasers reserve all rights, remedies, powers, or
privileges.

    


    B.           CONFLICTS.  Except
as expressly set forth in this Amendment, the terms and provisions of each of
the Securities Purchase Agreement shall continue unmodified and in full force
and effect.  In the event of any conflict between this Amendment and
any one of the Securities Purchase Agreement, this Amendment shall
control.

    


    C.           GOVERNING LAW.  This
Amendment shall be governed and construed under the laws of the State of New
York, and shall be binding on and shall inure to the benefit of the parties and
their respective successors and permitted assigns.

    


    D.           COUNTERPARTS.  This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument. A
facsimile or other electronic transmission of this signed
Amendment  shall be legal and binding on all parties
hereto.

    


    


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    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the date first set forth above.

     

    


    COMPANY:

    


    Sino
Clean Energy Inc.


    By: _____________________________


    Name: Baowen
Ren


    Title: Chief
Executive Officer

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the date first set forth above.

     

    


    PURCHASERS:

     

    [PURCHASER
NAME]

     

     

    
      	
              By: 

            	
              _____________________________

            


    

    
      	
              Name: 

            	
              _____________________________

            


    

    
      	
              Title: 

            	
              _____________________________

            


    

     

    
      
         

      

      
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