Unassociated Document


    Ex.
10.2

    AMENDMENT
NO. 1 TO INDEPENDENT DIRECTOR’S CONTRACT

     

    THIS
Amendment No. 1 to Independent Director’s Contract (this “Amendment”) is made
as of December 29, 2008 by and between Puda Coal, Inc., a Florida
corporation (the “Company”), and
Jianfei Ni (the “Director”), who are
signatories to the Independent Director’s Contract dated June 29, 2007 (the
“Agreement”).

    


    RECITALS

    


    WHEREAS,
the Company and the Director wish to amend the Agreement to adjust the
compensation of the Director pursuant to paragraph 3 of the Agreement and in
consideration of the Director’s continued services as an independent director of
the Company;

    


    NOW,
THEREFORE, in consideration for the foregoing, the mutual promises contained
herein and other good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged, the Company and the Director hereby agree as
follows:

     

    1.          Amendment to the
Agreement.  Paragraph 3 of the Agreement is hereby amended and
restated in its entirety to read as follows:

    


    “3.        COMPENSATION.  “For
all services to be rendered by the Director in any capacity hereunder, the
Company agrees to pay the Director $25,000 worth of shares of common stock of
the Company per year, calculated based on the closing sale price of the
Company’s common stock as quoted by OTCBB on August 11, 2008 (the “Grant Date”) and each
anniversary date of the Grant Date thereafter.

    


    The
initial fee should be 50% of the annual fee, which is considered earned when
paid and is nonrefundable. The initial payment for the services of the Director
for services rendered is due upon execution of this Agreement; thereafter,
payment of 50% of the annual fee shall be due on or before the first
date of each six succeeding months. Such fee may be adjusted from time to
time as agreed by the parties.  The stock grants under this Agreement
shall be subject to the Company’s equity incentive plan then in
effect.

     

    2.           General.  Except
for the amendments effected by this Amendment, which shall become effective as
of the date hereof, the terms and provisions of the Agreement shall remain
unchanged and in full force and effect.  To avoid any confusion, this
Amendment has no retroactive effect.  This Amendment together with the
Agreement constitute the full and entire understanding and agreement between the
parties with regard to the subjects related to the Director’s services as a
director of the Company.  This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which shall constitute one and the same agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and signed as of the day and year first above written.

     

    
      
        
          	 
      	
                  PUDA
      COAL, INC.

                  a
      Florida corporation

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	/s/
      Liping
      Zhu
	 
      	 
      	
                  Liping
      Zhu

                  President
      and Chief Executive
Officer  

                


        

      

    

    


    
      
        
          
            	 
      	
                    DIRECTOR

                  
	 
      	 
      	 
      
	 
      	
                    By:  

                  	      
                    /s/
      Jianfei Ni

                  
	 
      	 
      	
                    Jianfei
      Ni

                  


          

        

      

    

     

    
      
         


      

      
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