EXHIBIT 10.2

                            SECOND AMENDED AGREEMENT

     This SECOND AMENDED AGREEMENT ("Agreement") is effective this 2 day of May,
2011,  between LIBERTY COAL ENERGY CORP., a Nevada  corporation  ("Liberty") and
ROCKING HARD INVESTMENTS,  LLC, a Utah limited liability company ("RHI"), herein
after called "The Parties." RECITALS

     WHEREAS, RHI on February 13, 2010 sold to ESL Teachers,  Inc. its rights in
certain  State of Wyoming  Coal  leases  located in  Sheridan  County,  state of
Wyoming and in  particular,  State of Wyoming Coal Mining Lease 0-40536 on 92.47
acres,  (Lots 1-4 Section 16 T58N R83W) and State of Wyoming  Coal Mining  Lease
0-40537 on 1200 acres;  (E1/2 Section 20 T58N R58W;  N1/2:SW:N1/2  SE Section 21
T58N R58W; and S1/2 Section 22 T5N R85W) (the "Leases");

     WHEREAS, ESL Teachers, Inc. as of March 2, 2010 changed its name to Liberty
Coal  Energy  Corp,  thus  Liberty  continues  with all  contractual  rights and
obligations previously maintained by ESL Teachers, Inc., and

     WHEREAS, Liberty and RHI hereby acknowledge that Liberty assumed all rights
and  obligations  of ESL Teachers,  Inc.  under that certain Letter of Agreement
entered into by ESL Teachers, Inc. and RHI on February 13, 2010.

     WHEREAS,  Liberty and RHI agree to a Second Amended agreement that combines
and replaces the Amended Agreement of May 2010 and the Royalty agreement of May,
2010

     NOW THEREFORE, for $10.00 and other good and valuable consideration and the
mutual covenants of the parties hereto, the parties agree as follows:

ARTICLE I SECOND AMENDED AGREEMENT

SECTION 1.01 PURPOSE: This Agreement is being entered into in order to recognize
Liberty  succeeding to the  contractual  rights and obligations of ESL Teachers,
Inc. to allow for the Assignment of the Leases to be filed and registered in the
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name of Liberty with the Wyoming  Office of State Lands and  Investments  and to
combine  the  terms  of the  amended  agreement  of March  2010 and the  royalty
agreement executed the same day.

SECTION 1.02.  RHI has filed the  Assignment of the Leases naming Liberty as the
Assignee  with  the  Wyoming  Office  of Lands  and  Investments  and such  were
presented to the Wyoming Board of Lands and Investments and Liberty has obtained
a Certificate of Authority to do business in the State of Wyoming.

ARTICLE II COAL LEASE ASSIGNMENT

SECTION 2.01. RHI hereby states and  represents  that it has assigned its right,
title and  ownership in its State of Wyoming Coal Leases to Liberty,  subject to
the terms and conditions set forth herein.

SECTION  2.02.  RHI has performed  its  obligations  under the February 13, 2010
agreement by assigning  the Leases and obtaining  conditional  approval from the
State of Wyoming.

SECTION  2.03.  Liberty  is  credited  with  the  payments  made  to date by ESL
Teachers,  Inc.  under the  February  13,  2010  agreement  and has  obtained  a
certificate to do business in the State of Wyoming.

ARTICLE III. CONFIDENTIALITY, INDEPENDENT CONTRACTOR

SECTION 3.01. CONFIDENTIALITY The parties hereto agree to the confidentiality of
the terms and conditions of this agreement and further agree to not discuss this
matter with anyone,  except where  necessary  such as in response to an official
government request or in reporting to government agencies when necessary.

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SECTION 3.02.  INDEPENDENT  ENTITIES It is understood  and agreed by the parties
hereto  that this  Agreement  does not create a fiduciary  relationship  between
them, and each serves as independent entities and that nothing in this Agreement
is intended to create a joint venture or partnership between the parties.

ARTICLE IV. TERMS AND CONDITIONS

SECTION 4.01.  Liberty  agrees to comply with the terms and conditions set forth
in the March 2, 2006 State of Wyoming Coal Mining Lease(s).  Copies are attached
hereto as Exhibit A and by this reference are hereby  incorporated into and made
a part of this Agreement.

SECTION 4.02. The Leases have overriding royalties of $0.04 per short ton.

SECTION 4.03. Ongoing obligations for Liberty:

     a.   Payment to RHI of Twenty-five  Thousand Dollars USD ($25,000.00) on or
          before February 13, 2011.
     b.   Liberty  agrees to provide to RHI all mining  reports,  seismic tests,
          exploration  expenditures,  exploration  reports, and all mining plans
          developed on a semi-annual basis within thirty days of the anniversary
          of the signature of this Agreement.
     c.   Liberty commits and agrees to spend a minimum of Five Hundred Thousand
          Dollars USD  ($500,000.00)  or more on exploring  and  developing  the
          Leases within thirty six (36) months after the date of this Agreement.
     d.   Liberty  commits  and agrees to  complete a  feasibility  study on the
          Lease  properties  before a date forty eight (48) months from the date
          of this Agreement.
     e.   Payment  to RHI in the  amount of  Twenty-five  Thousand  Dollars  USD
          ($25,000.00) on or before February 13, 2012.
     f.   The parties have agreed to Coal royalties on the property, which calls
          for production and minimum royalties as follows;

          i.   Production royalty: ($1.00) per ton of coal sold.
          ii.  A minimum  royalty shall be paid  annually  beginning on February
               13, 2013.  The minimum  royalty shall be in the amount of $35,000
               in 2013,  $45,000  in 2014,  $55,000 in 2015.  Minimum  royalties
               shall  remain at  $55,000  annually  until  production  royalties
               become  due  or  Liberty   surrenders  the  property  to  Synfuel
               Technology Inc.

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          iii. Maximum   royalties   to  be  paid  is   five   million   dollars
               ($5,000,000.00).  The  maximum  royalties  must  be  made  within
               fifteen (15) years of this Agreement.
          iv.  Additional conditional royalties shall apply as follows;

                          MINERAL, OIL & GAS ROYALTIES

     In the event  Liberty  discovers  other  marketable  minerals in mining for
coal, it shall further pay a royalty to RHI for the marketing or  utilization of
such  additional  minerals a royalty amount that the parties in good faith agree
upon. As guidance in this determination the amount of royalty should be somewhat
commensurate  with the $1.00 per ton paid for coal  under  this  Agreement  as a
percentage  of the coal  market  price per ton.  In other  words if the  royalty
payment hereunder for coal is 8% of the market price for a ton of coal, then the
royalty for  additional  mineral(s)  marketed  should be about 8% of the per ton
market price.

     Liberty  shall  exercise due  diligence to promptly pay or cause to be paid
royalties  when due  hereunder.  Liberty  covenants and agrees to use reasonable
diligence to produce, utilize, or market the minerals on the Land.

     Liberty  shall upon the  written  request of RHI provide RHI with its books
and records  relating in any way to its  operations  conducted  in the mining of
minerals  on the Land as well as copies of its tax  returns  during  the term of
this Agreement and for the year following termination of this Agreement.

     In the event  Liberty  decides to produce  from the Land under the assigned
Lease any oil and/or  gas,  the  parties  hereto  agree to enter into good faith
negotiations  as to the  royalty  payment to be paid RHI for such oil and/or gas
production.

          v.   Other Payments

Liberty Coal is responsible for making the annual lease payments to the State of
Wyoming.  Liberty  shall notify RHI no later than  February 2 of each year if it

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does not  intend  to make the  Wyoming  Lease  payments.  RHI can make the lease
payments in the event that Liberty fails to make the lease payments.

          vi.  Work commitment

Liberty agrees to pursue the property's  development  consistently,  including a
drill and sampling program in 2011, initiating environmental baseline monitoring
in 2012.  Depending on results of initial drilling and testing in 2011,  Liberty
may also conduct bulk sampling for coal testing,  ground stability testing,  and
other  engineering as appropriate  for  feasibility  determination.  Mine permit
application   shall  begin  at  the  point  (in  Liberty's  sole  opinion)  when
sufficiently positive economics have been established.

SECTION  4.04.  DEFAULT  Should  Liberty  (or  Assignee)  fail to  complete  the
conditions  and  obligations  set forth in  subparagraphs  4.03 (a)  through (f)
above,  RHI has the right to terminate  this  Agreement and shall be entitled to
reassignment of the Leases from Liberty or assignee to RHI.

Either party  noticed per article 5.06 that it is in default on any term of this
agreement shall have 30 days from the date of the notice to remedy the default.

SECTION 4.05 FORCE MAJEURE  Neither party shall be liable in damages or have the
right to  terminate  this  Agreement  for any  delay or  default  in  performing
hereunder  if such delay or default is caused by  conditions  beyond its control
including,  but not limited to Acts of God, Government  restrictions  (including
the denial or  cancellation  of any export or other  necessary  license),  wars,
insurrections  and/or any other cause beyond the reasonable control of the party
whose performance is affected.  Minimum royalties are not affected by this Force
Majeure clause.

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ARTICLE V. GENERAL PROVISIONS

SECTION 5.01. ENTIRE AGREEMENT OF THE PARTIES This Agreement  supersedes any and
all other prior agreements,  either oral or written, between the parties hereto.
This Agreement contains all of the covenants and agreements between the parties.
Each party to this Agreement acknowledges that no representations,  inducements,
promises, or agreements,  except the March 12, 2010 Assignment of Leases and the
Royalty Agreement,  orally or otherwise,  have been made by any party, or anyone
acting on behalf of any party  not  already  embodied  herein or in the  Royalty
Agreement  or in the March 12,  2010  Assignment  of  Leases,  and that no other
agreement, statement, or promise not contained in this Agreement, shall be valid
or binding.  Any  modification  of this  Agreement  will be effective only if in
writing  signed by the party to be charged.  Notwithstanding  the  foregoing the
State of Wyoming Coal Mining Leases are binding upon Liberty.

SECTION 5.02.  COOPERATION  The parties hereto agree to fully cooperate with one
another and agree to do whatever is needed to complete this agreement, including
Liberty  obtaining a  Certificate  of  Authority  from the Wyoming  Secretary of
State.

SECTION 5.03. PARTIAL INVALIDITY If any provision in this Agreement is held by a
court of competent  jurisdiction  to be invalid,  void,  or  unenforceable,  the
remaining  provisions  will  nevertheless  continue in full force  without being
impaired or invalidated in any way.

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SECTION 5.04.  ATTORNEY'S  FEES if any action at law or in equity,  including an
action for declaratory relief, if brought to enforce or interpret the provisions
of  this  Agreement,  the  prevailing  party  will  be  entitled  to  reasonable
attorney's  fees,  which  may be set by the  court  in the same  action  or in a
separate  action  brought for that  purpose,  in addition to any other relief to
which that party may be entitled.

SECTION 5.05.  GOVERNING LAW This Agreement will be governed by and construed in
accordance  with the laws of the State of Utah  wherever  practicable  and where
required  under and  pursuant to the mining  laws of the State of  Wyoming.  The
parties agree that venue for any action hereunder is Salt Lake City, Utah.

SECTION 5.06. WRITTEN NOTICE - PAYMENT All written notices, reports and payments
permitted or required to be delivered by the  provisions of this  Agreement will
be deemed so delivered:

          (1)  at the time delivered by hand;
          (2)  one (1) business day after transmission by facsimile, telecopy or
               other electronic means;
          (3)  one (1)  business  day  after  being  placed  in the  hands  of a
               commercial courier service for next business day delivery; or
          (4)  three (3) business  days after  placement in the United States or
               Mexico Mail by  Registered  or  Certified  Mail,  Return  Receipt
               Requested,  postage prepaid; and must be addressed to the parties
               as follows:

Addresses:

If to: Liberty Coal Energy Corp.
C/O Ed Morrow
99 18th Street Suite 3000
Denver, CO  80202

If to: Rocking Hard Investments, LLC or Synfuel Technologies
c/o Skye Worthen, Mgr.
1658 East 4190 South
Salt Lake City, Utah 84124

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A change by any party  with  respect to the  address  for  delivery  of all such
notices and reports  must be  delivered in writing to the other party within ten
(10) business days of any such change in address. Any required payment or report
not actually  received by RHI during regular  business hours on the date due (or
postmarked  by postal  authorities  at least two (2) days  prior) will be deemed
delinquent.

SECTION 5.07  ASSIGNMENT  Either party shall have the right of assignment of its
rights under this agreement to another party,  as part of a  re-organization  or
sale  of  assets  or  other  good  reason  as it in  its  sole  authority  deems
appropriate. Such assignment shall not be valid without the agreement in writing
by the other party, Such written permission shall not be unreasonably withheld.

SECTION  5.08.  EXECUTION OF AGREEMENT IN  COUNTERPARTS  This  Agreement  may be
executed in any number of counterparts,  which taken together shall be deemed to
constitute one original.  Facsimile  signatures to this Agreement shall have the
same force and effect as original signatures.

IN WITNESS  WHEREOF,  the parties hereto have signed,  sealed and delivered this
Agreement effective as of the day and year first above written.

LIBERTY COAL ENERGY CORP.                  ROCKING HARD INVESTMENTS, LLC


By: /s/ Edwin Morrow                       By: /s/ Skye Worthen
    ----------------------------               ---------------------------------
    Edwin Morrow, President                    Skye Worthen, Manager

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