AMENDMENT AGREEMENT

Exhibit 10.1

THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into this as of the _____ day of August, 2009, by and among Sino Clean Energy Inc., a Nevada corporation (the “Company”), and the undersigned Purchasers. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (defined in the Recitals below).

WHEREAS, reference is made to that certain Securities Purchase Agreement dated as of July 2009 (the “Securities Purchase Agreement”), by and among the Company and the Purchasers;

WHEREAS, pursuant to Section 4.10 of the Securities Purchase Agreement, the Company agrees to use its best efforts to amend its charter to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 (the “Charter Amendment”) within 45 days of the Closing Date (the “Charter Effective Date”);

WHEREAS, a meeting of the Company’s shareholders is necessary to effectuate the Charter Amendment, and such meeting cannot be held by the Charter Effective Date despite the best efforts of the Company;

WHEREAS, the Company has proposed that the Purchasers extend the Charter Effective Date from 45 days to 90 days of the Closing Date on the terms  set forth below (the “Proposal”), which Proposal is acceptable to the Purchasers; and

WHEREAS, certain amendments to the Securities Purchase Agreement are necessary to effectuate the Proposal;

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

A.            AMENDMENT .

(1)           Section 4.10 of the Securities Purchase Agreement shall read in its entirety as follows: