Unassociated Document


    March 6, 2009

    


    


    


    Mr. Pengxiang Lang

    


    Room 8,
Suit 3, No.2 Nanhaixi Street,

    Tanyuan,
Shanxi Province,

    China
030001

    


    Dear Mr. Lang:

    


    Puda Coal, Inc. (the “Company”) is pleased to offer you the position
of Chief Operating Officer (“COO”) of the Company on a full time basis.  The board
of directors (the “Board”) and the management team of the Company
are impressed with your credentials and we look forward to your future success
in this position.

    


    The terms of your new position with the
Company are as set forth
below:

    


    1.           Position.

    


    (a)  You will become the COO
of the Company, working out of the Company’s headquarters office in Taiyuan City, Shanxi Province, China. You will report to the
Company’s Board and Chief Executive Officer
(“CEO”) and perform such services incident to your position as provided
in the bylaws of the Company or as the Board and/or CEO may
direct.

    


    (b)  You agree to the best of
your ability and experience that you will at all times loyally and
conscientiously perform all of the duties and obligations required of and from you pursuant
to the express and implicit terms hereof, and to the reasonable satisfaction of
the Company.  During the term of your employment, you further agree
that you will devote all of your business time and attention to the business of the Company, the Company
will be entitled to all of the benefits and profits arising from or incident to
all such work, services and advice, you will not render commercial or
professional services of any nature to any person or organization, whether or not for compensation, without
the prior written consent of the Company, and you will not directly or
indirectly engage or participate in any business that is competitive in any
manner with the business of the Company.  Nothing in this letter
agreement will prevent you from accepting
speaking or presentation engagements in exchange for honoraria or from serving
on boards of charitable organizations, or from owning no more than one percent
(1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock
exchange.

    


    2.           Start
Date.  Subject to fulfillment of
any conditions imposed by this letter agreement, you commence this new position
with the Company on March 6, 2009 (the “Start
Date”).

    


    3.           Compensation.  You will be paid a monthly salary of US$3,333, which is equivalent to US$40,000 on an annualized basis (the
“Base
Salary”).  Your salary will be
payable monthly pursuant to
the Company’s regular payroll policy.  In
addition, you may be entitled to a year-end bonus based on your and the Company’s performance as determined by the
compensation committee of the Board, provided that you are still employed by the
Company on the last day of the Company’s fiscal year.  The Base
Salary and year-end bonus will be reviewed annually by the Board and the compensation
committee as part of the Company’s executive compensation review
process.  You may also be eligible to participate in the
Company’s equity incentive plan as effective
from time to time, as determined by the compensation committee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        Mr.
Pengxiang Lang

        March 6,
2009

        Page
2

         

      

    

    4.           Benefits.

    


    (a)           Insurance
Benefits.  The Company will provide you
with the opportunity to participate in the standard benefits plans currently
available to other Company employees, subject to any eligibility requirements
imposed by such plans.

    


    (b)           Vacation;
Sick Leave. You will be entitled to paid time off
according to the Company’s standard policies.

    


    (c)           Expenses
Reimbursement.  The Company agrees to
reimburse you for all reasonable, ordinary and necessary expenses properly
incurred by you in
connection with the performance of your duties hereunder, provided that proper
vouchers are submitted to the Company by you evidencing such expenses and the
purposes for which the same were incurred.

    


    5.           Confidentiality
and Insider Trading.  You
hereby acknowledge that your services to be rendered under this letter agreement
are of a special, unique and extraordinary character and, in connection with
such services, you will have obtained trade secrets and other non-public
information concerning the Company, any affiliate of the Company and their
affairs, including but not limited to the business methods, information systems,
financial data and strategic plans which are unique assets of the Company or any
affiliate of the Company, as the case may be (“Confidential
Information”), the use or disclosure of which would cause irreparable
harm to the Company.  You covenant not to, either directly or
indirectly, in any manner, utilize or disclose to any person, firm, corporation,
association or other entity any Confidential Information or engage in any
illegal insider trading activities during your term and
thereafter.   You further acknowledge that money damages are not
sufficient remedy for your breach of this letter agreement, and that the Company
shall be entitled, in addition to any and all other remedies available to the
Company, to the entry of preliminary injunction as a remedy for such breach or
contemplated breach without the need to post a bond and without proof of actual
damages.

    


    6.           Non-Compete;
Non-Solicitation.  You agree that during your term and for a
period of one year commencing on the termination of your employment hereunder,
you will not without the prior written consent of the Company (a) solicit or
induce any employee, agent or independent contractor of the Company or any
affiliate of the Company to terminate his relationship with the Company or the
Company’s affiliate or solicit or induce any customer of the Company or any
affiliate of the Company, or (b) participate in, render services to, or become
employed by, any business enterprise which is engaged in business activities
competitive with the business of the Company or any affiliate of the Company as
then conducted or may be determined by the Company as potentially competitive
with the ongoing business of the Company or any affiliate of the
Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
         

        Mr.
Pengxiang Lang

        March 6,
2009

        Page
3

      

       

    

    7.           At-Will
Employment.  Your employment
with the Company will be on an “at will” basis, meaning that either you or the
Company may terminate your employment at any time upon 30 days written notice
for any reason or no reason, without further obligation or liability; provided
that if your employment with the Company is terminated by the Company without
“cause,” the Company will pay you a severance payment equal to three months Base
Salary in effect during the year you are terminated.  For the purposes
of this letter, “cause” shall mean:  (i) your repeated failure to
perform one or more of your essential duties and responsibilities to the
Company, as determined by the Board in its sole discretion, after 10 day written
notice to you and a chance to cure; (ii) your failure to follow the lawful
directives of the Board and/or CEO; (iii) your material violation of any Company
policy, including any provision of Code of Conduct or Code of Ethics of the
Company then in effect, if any; (iv) your commission of any act of fraud,
embezzlement, dishonesty or any other willful misconduct that in the reasonable
judgment of the Board has caused or is reasonably expected to result in material
injury to the Company; (v) your unauthorized use or disclosure of any
Confidential Information of the Company or any other party to whom you owe an
obligation of nondisclosure as a result of your relationship with the Company;
(vi) your conviction of a felony or misdemeanor (other than a traffic offense);
(vii) your willful breach of any of your obligations under any written agreement
with the Company; (viii) your violation of any duties and responsibilities of a
principal executive officer under the applicable laws, including but not limited
to your fiduciary duty to the Company under the laws of the State of Florida and
your responsibilities under the United States federal securities
laws.

    


    8.           No
Conflicting Obligations.
You understand and agree that by accepting this offer of employment, you
represent to the Company that your performance will not breach any other
agreement to which you are a party and that you have not, and will not during
the term of your employment with the Company, enter into any oral or written
agreement in conflict with any of the provisions of this letter agreement or the
Company’s policies.  You are not to bring with you to the Company, or
use or disclose to any person associated with the Company, any confidential or
proprietary information belonging to any former employer or other person or
entity with respect to which you owe an obligation of confidentiality under any
agreement or otherwise.  The Company does not need and will not use
such information and we will assist you in any way possible to preserve and
protect the confidentiality of proprietary information belonging to third
parties.  Also, we expect you to abide by any obligations to refrain
from soliciting any person employed by or otherwise associated with any former
employer and suggest that you refrain from having any contact with such persons
until such time as any non-solicitation obligation expires.

    


    9.           True
Disclosure.  You have represented to the Company that (a) your
prior work experience is as disclosed to the Company in writing and (b) you are
not a party to or otherwise bound by any order, decree or judgment.

    


    10.           Indemnification.  The
Company shall indemnify and defend you and hold you harmless, to the full extent
allowed by the law of the State of Florida, and as provided by, or granted
pursuant to, any charter provision of the Company, both as to action in your
official capacity and as to action in another capacity while holding such
office, except for matters arising out of your gross negligence, willful
misconduct or breach of this letter agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

      
        Mr.
Pengxiang Lang

        March 6,
2009

        Page
4

         

      

    

    11.           Entire
Agreement.  This letter agreement sets forth the entire
agreement and understanding between you and the Company (including any affiliate
of the Company) relating to your employment and supersedes all prior agreements
and discussions between us.

    


    12.           Amendment.  This letter may not be modified or
amended except by a written agreement, signed by an officer of the Company,
although the Company reserves the right to modify unilaterally your
compensation, benefits, job title and duties, reporting relationships and
other terms of your employment.

    


    13.           Governing
Law and Dispute Resolution.  This letter
agreement shall be interpreted in accordance with, and the rights of the parties
hereto shall be determined by, the laws of the State of Florida without reference to its
conflicts of laws principles.  Any dispute arising from or in
connection with this contract shall be submitted to China International Economic
and Trade Arbitration Commission (“CIETAC”) in Beijing
for arbitration, which shall be conducted in accordance with CIETAC’s
arbitration rules in effect at the time of applying for
arbitration.  The arbitral award is final and binding upon both
parties.  The parties agree that: (a) The venue of arbitration is
Beijing.  The hearing of arbitration may be conducted in Beijing or,
to the extent permitted by CIETAC’s arbitration rules, any other place as agreed
on by the parties as the most convenient place; (b) The language to be used
during the arbitration proceedings should be Chinese; and (c) A one-arbitrator
tribunal will be appointed jointly by both parties and the arbitration should
follow the ordinary proceeding. In case the parties fail to jointly appoint the
arbitrator, the arbitrator should be appointed by the chairman of CIETAC upon
the joint authorization of the parties.  The parties may select the
arbitrator from the panel of arbitrators provided by CIETAC, and to the extent
permitted by CIETAC’s arbitration rules, from outside of the panel.

    


    We are all delighted to be able to extend you this offer and
look forward to working with you.  To indicate your acceptance of the
Company’s offer, please sign and date this
letter agreement in the space provided below and return it to
me.

    


    
      	
              Very truly
      yours,

            	
              ACCEPTED AND AGREED:

            
	 
      	 
      
	
              PUDA COAL,
    INC.

            	
              PENGXIANG
    LANG

            
	 
      	 
      
	
              By: /s/Liping Zhu

            	
              /s/ Pengxiang
      Lang

            
	
              Title:
      Chief Executive Officer

            	
              Signature