AGREEMENT TO TRANSFER OF OPTION AGREEMENT

THIS AGREEMENT TO TRANSFER OF OPTION AGREEMENT (this “Agreement”) is entered into as of June 30, 2009, by and among Hangson Limited, a British Virgin Islands company incorporated under the laws of the British Virgin Islands (“ BVI Company ”), and Suoke Clean Energy (Tongchuan) Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“ PRC ”) and a wholly foreign owned enterprise (“ WFOE ”, and with BVI Company collectively referred to as the “ Parties ”). Sino Clean Energy, Inc., a Nevada corporation, is made a party to this Agreement for the sole purpose of acknowledging the Agreement.

WHEREAS, in connection with a certain Consulting Services Agreement dated as of August 18, 2006 (the “ Consulting Agreement ”), BVI Company entered into an Option Agreement dated as of even date therewith (the “ Option Agreement ”) with Shaanxi Suo’ang Biological Science & Technology Co., Ltd, a company with joint stock limited liability organized under the laws of the PRC (“ Biological Company ”)  and certain shareholders of Biological Company, including Biological Company’s chairman (collectively the “Shareholders”);

WHEREAS, BVI Company, WFOE and Biological Company have entered into an Amendment to the Consulting Agreement dated as of even date herewith (the “ Amendment ”), whereby BVI Company has transferred the Consulting Agreement and assigned all of its rights and obligations thereunder to WFOE;

WHEREAS, in connection with the Amendment, BVI Company desires to transfer the Option Agreement, and assign all of its rights and obligations thereunder, to WFOE, and WFOE desires to accept such transfer and assignment;

WHEREAS, Section 4.2 of the Option Agreement provides that BVI Company may assign its rights and obligations under the Option Agreement at its discretion pursuant to a written notice to Biological Company and the Shareholders, and that no consent from Biological Company or from the Shareholders is required for such assignment;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the Parties agree as follows:

A.            TRANSFER OF THE OPTION AGREEMENT .

(1)           BVI Company hereby transfers the Option Agreement, and assigns all of its rights and obligations thereunder, to WFOE, and WFOE hereby accepts such transfer and assignment (collectively the “Transfer”).

(2)           In accordance with Section 4.2 of the Option Agreement, BVI Company shall notify Biological Company and the Shareholders of the Transfer pursuant to a written notice, the form of which is attached hereto as Exhibit A .

(3)           WFOE shall cooperate with BVI Company, Biological Company and the Shareholders to take all such further actions as may be necessary to effectuate the Transfer pursuant to this Agreement.

B.            GENERAL PROVISIONS .

(1)            Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed by registered or certified mail (postage prepaid and return receipt requested) to the party to whom the same is so delivered, sent or mailed at addresses set forth as follows (or at such other address for a party as shall be specified by like notice):

If to BVI Company:

Hangson Limited

Tortola, British Virgin Islands.

If to WFOE:

Suoke Clean E