Letter of Agreement

Letter of Agreement

Party A: Shanxi Putai Resources Group Co., Ltd.

Domicile: 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxxxx, The People’s Republic of China

Representative: Zhao Yao

Party B: Shanxi Puda Coal Group Co. Ltd.

Domicile: 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxx Xxxxxxxx, The People’s Republic of China

Representative: Xxxx Xxxx

Party C: Xxxx Xxxx

Domicile: 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, Xxxxxx Xxxxxxxx, The People’s Republic of China

PRC Identity Card Number: 000000000000000000

Party D: Zhao Yao

Domicile: Shanxi Liulin County Meiyun Family Housing Facility

PRC Identity Card Number: 142327195804211607x

Whereas Party A has purchased 90% of Party B’s outstanding equity owned by Party C and Party D pursuant to the Exclusive Option Agreements dated June 24, 2005, all parties above agree to terminate certain agreements dated June 24, 2005 after friendly and equal consultation:

1.	The following agreements dated June 24, 2005 among all parties above will be terminated on the date a government approval or confirmation of Party A’s acquisition of 90% of Party’s B’s outstanding equity is obtained:

1.	The Technology License Agreement;

2.	The Operating Agreement;

3.	The Exclusive Consulting Agreement;

4.	The Exclusive Option Agreements;

5.	The authorization agreement among Party A, Party B and Party C; and

6.	The authorization agreement among Party A, Party B and Party D.

2.	Any disputes arising from the parties hereunder should be dealt with through consultation. If the parties fail to settle their disputes through consultation, any party can bring law suits in a people's court where Party A is domiciled.

3.	Anything not covered in this Agreement will be determined by supplemental agreements among the parties. The supplemental agreement and this Agreement shall have equal force in law.

4.	This Agreement shall be effective when signed and sealed by both parties.

5.	This Agreement is in quadruplicate. Each party shall retain one copy with equal force in law.