American Lorain Corporation: Exhibit 10.1  - Filed by newsfilecorp.com






     AMERICAN LORAIN CORPORATION

INDEPENDENT DIRECTOR’S CONTRACT

THIS AGREEMENT (the “Agreement”) is made as of the 10th
day of March 2013 and is by and between American Lorain Corporation, a Nevada
corporation (the “Company”), and Mr. Wu, Jianxiao (the “Independent
Director”).

BACKGROUND

The Company desires to retain the Independent Director for the
duties of Independent Director and the Independent Director desires to be
retained for such position and to perform the duties required of such position
in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the premises recited above and the mutual
covenants contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the Company and the Independent Director hereby agree as
follows:

I. DUTIES AND PERFORMANCE. The Company hereby requires
that the Independent Director be available to perform such duties as may be
determined pursuant to the Company’s Articles of Incorporation, which the
Independent Director has reviewed and is familiar with. The Independent Director
agrees to devote as much time as is necessary to perform completely his or her
duties as an Independent Director of the Company.

II. TERM AND COMPENSATION. Except in the case of early
termination, as hereinafter specifically provided, the term of this Agreement
shall commence as of the date of this Agreement and shall continue for one year
and until his successor is elected and qualified at the annual meeting of
shareholders. The Company agrees to pay the Independent Director an annual
compensation of RMB 100,000 which is paid within one week on quarterly
basis.

III. EXPENSES. In addition to the compensation provided
in paragraph 2 hereof, the Company will reimburse the Independent Director for
his or her expenses incurred to act on the Company’s behalf. 

IV. CONFIDENTIALITY. The Independent Director may obtain
access to certain confidential information concerning the Company and its
affairs, including, but not limited to business methods, information systems,
financial data and strategic plans which are unique assets of the Company
(“Confidential Information”). The Independent Director covenants not to,
either directly or indirectly, in any manner, utilize or disclose to any person,
firm, corporation, association or other entity any Confidential Information at
any time.

V. TERMINATION. Subject to and in accordance with the
Articles of Incorporation, the Company or the Independent Director may terminate
this Agreement at any time and from time to time upon written notice to the
other, and the Company shall be obligated to pay to the Independent Director any
then-outstanding compensation and expenses due and payable to the Independent
Director pursuant to Section 2 and 3 hereof up to the date of the termination.
For the avoidance of doubt, the Independent Director may terminate this
Agreement and resign as an Independent Director of the Company at any time and
for any reason or for no reason at all. 




VI. DISCONTINUANCE OF BUSINESS. If, during the term of
this Agreement, the Company should discontinue its business indefinitely, this
Agreement shall automatically terminate without further liability on the part of
either of the parties hereto, subject to the payment by the Company to the
Independent Director of any then-outstanding amounts due and payable to the
Independent Director pursuant to Section 2 and 3 hereof.

VII. INDEMNIFICATION. The Company shall indemnify,
defend and hold harmless the Independent Director for any lawsuit incurred for
acting on the Company’s behalf.

VIII. EFFECT OF WAIVER. The waiver by either party of
the breach of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach thereof.

IX. NOTICE. Any and all notices referred to herein shall
be sufficient if furnished in writing to:

	 	the Company at: 
	 	 
	 	[ ] 
	 	 
	 	and 
	 	 
	 	the Independent Director at: 
	 	 
	 	[ ] 


X. ARBITRATION. Any dispute or claim arising out of, or
relating to, this Agreement or any breach thereof, with the sole exception of
any dispute or claim arising out of, or relating to, indemnification and
advancement rights of the Independent Director, shall be submitted to binding
arbitration which shall take place in New York County, New York, in accordance
with the Rules of the American Arbitration Association; judgment upon the award
rendered may be entered in any court having jurisdiction over the dispute. The
agreement to arbitrate herein recited is based upon mutual consideration
exchanged between the parties hereto, and is irrevocable. The award of the
arbitrators shall be rendered by majority agreement and shall constitute a final
resolution of the dispute or claim on questions of both law and fact pertaining
to the dispute or claim submitted hereunder.

XI. GOVERNING LAW. This Agreement shall be interpreted
in accordance with, and the rights of the parties hereto shall be determined by,
the laws of the State of New York without reference to its conflicts of law
principles.

XII. ASSIGNMENT. The rights and benefits of the Company
under this Agreement shall be transferable, and all the covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by or against, its
successors and assigns. The duties and obligations of the Independent Director
under this Agreement are personal and therefore the Independent Directormay not assign any right or duty under this Agreement without
the prior written consent of the Company. 

2




XIII. MISCELLANEOUS.

     A. If any provision of this
Agreement shall be declared invalid or illegal, for any reason whatsoever, then,
notwithstanding such invalidity or illegality, the remaining terms and
provisions of this Agreement shall remain in full force and effect in the same
manner as if the invalid or illegal provision had not been contained herein.

     B. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, and their
respective heirs, executors, administrators, successors and permitted
assigns.

     C. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same instrument, and may be executed by
facsimile signature which shall be considered an original in all respects.

[SIGNATURE PAGES TO FOLLOW]

3




     IN WITNESS WHEREOF, the
parties hereto have caused this Independent Director’s Contract to be duly
executed as of the day and year first above written.

	 	AMERICAN LORAIN CORPORATION 
	 	  
	 	  
	 	By:  _________________________
	 	         Name: 
	 	         Title:
  


[Signature page to Independent Director’s Contract]




     IN WITNESS WHEREOF, the
parties hereto have caused this Independent Director’s Contract to be duly
executed as of the day and year first above written.

	 	INDEPENDENT DIRECTOR: 
	 	 
	 	___________________________ 
	 	Name: 


[Signature page to Independent Director’s Contract]