Waiver and Amendment Agreement

This Waiver Agreement and Amendment (the “ Agreement ”) is made by and among RINO International Corporation, a Nevada corporation (formerly known as Jade Mountain Corporation, the “ Company ”) and each of the investors signatory hereto (collectively, the “ Majority Investors ”). Reference is made to that certain (i) Securities Purchase Agreement, dated September 27, 2007, by and among the Company, Innomind Group Limited, Dalian Innomind Environment Engineering Co., Ltd, Dalian RINO Environmental Engineering Science and Technology Co., Ltd. and the investors signatories thereto, as amended (the “ Securities Purchase Agreement ”), (ii) Registration Rights Agreement, dated September 27, 2007, by and among Jade Mountain Corporation and the investors signatories thereto (the “ Registration Rights Agreement ”) and (iii) Escrow Agreement dated September 27, 2007, by and among the Company, _________ and Tri-State Title & Escrow, LLC, as Escrow Agent (the “ Escrow Agreement ”).  This Agreement shall become effective on the date this Agreement shall have been duly executed by all parties hereto which shall include the holders holding a majority in interest of the securities issued under the Securities Purchase Agreement (“ Effective ”).

WHEREAS , on September 27, 2007, the Company and certain investors (collectively, the “ Investors ”) entered into (i) the Securities Purchase Agreement, pursuant to which the Investors paid an aggregate of $24,435,319 (the “ Investment Amount ”) in exchange for the issuance of 5,464,357 shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), and (ii) the Registration Rights Agreement, pursuant to which the Company agreed to register the resale of the Shares with the Securities and Exchange Commission (the “ SEC ”) and, among other things, cause such registration to be effective no later than the 150th day following the closing date of the transactions contemplated under the Securities Purchase Agreement and the Registration Rights Agreement (the transactions contemplated under the Securities Purchase Agreement and the Registration Rights Agreement, collectively, the “ Financing Transaction ”);

WHEREAS, the closing date of the Financing Transactions was October 5, 2007;

WHEREAS , Section 4.12 of the Securities Purchase Agreement requires that, no later than 120 days following the closing date of the Financing Transaction, the Company’s Board of Director (the “ Board of Directors ”) shall be comprised of a minimum of five members, a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) (“ Independent Directors ”), and if the Company shall fail to comply with the foregoing requirement, then on each Event Date (as defined in the Securities Purchase Agreement) and on each monthly anniversary of such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor by wire transfer an amount in immediately available funds, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate Investment Amount paid by such Investor for the securities purchased pursuant to the Securities Purchase Agreement;

WHEREAS , pursuant to Section 4.12 of the Securities Purchase Agreement and Section 3.1 of the Escrow Agreement, $1,000,000 of the investment proceeds from the Financing Transaction has been held in escrow by the Escrow Agent pending compliance by the Company with Section 4.12 of the Securities Purchase Agreement and shall be released in accordance with the terms of the Escrow Agreement;

WHEREAS , on March 20, 2008, the then Board of Directors appointed three Independent Directors to the Board of Directors, resulting in the Board of Directors being comprised of five members, a majority of which are Independent Directors, and such late compliance with Section 4.12 of the Securities Purchase Agreement caused the Company to incur liquidated damages in the amount of $627,172.19 under Section 4.12 of the Securities Purchase Agreement;

WHEREAS , Section 2(f) of the Registration Rights Agreement provides that, if the Company shall fail to cause a registration statement covering the registration of the Registrable Securities (as defined in the Registration Rights Agreement)  (the “ Registration Statement ”) to be declared effective by the SEC on the Effective Date (as defined in the Registration Rights Agreement),  then, on the Event Date (as defined in the Registration Rights Agreement”) and on each monthly anniversary of such Event Date (if the applicable Event (as defined in the Registration Rights Agreement) shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder (as defined in the Registration Rights Agreement) an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for securities pursuant to the Securities Purchase Agreement; provided , however , that the total amount of partial liquidated damages payable by the Company pursuant to all Events under Section 2(f) of the Registration Rights Agreement shall be capped at an aggregate of 10.0% of the aggregate Investment Amount paid by the Investors under the Securities Purchase Agreement;

WHEREAS , on October 2, 2008, the Registration Statement was declared by the SEC to be effective and such late effectiveness of the Registration Statement caused the Company to incur liquidated damages in the amount of $1,971,115.73 under Section 2(f) of the Registration Rights Agreement; and

WHEREAS , the parties hereto desire to amend (i) Section 4.12 of the Securities Purchase Agreement such that no amount of liquidated damages shall have been incurred and payable to the Investors due to the late appointment of Independent Directors, (ii) Section 2(f) of the Registration Rights Agreement such that the Effectiveness Damages shall be paid in the form of shares of Common Stock, or, at the election of each Investor, in cash, each as provided in this Agreement, and (iii) Section 3.1 of the Escrow Agreement to reflect the amendments made to the Securities Purchase Agreement with regard to the distribution of the Board Holdback Escrow Amount (as defined in the Escrow Agreement).

NOW, THEREFORE, pursuant to Section 6.4 of the Securities Purchase Agreement and Section 6(f) of the Registration Rights Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Majority Investors, representing the holders and/or Investors holding a majority of the Shares, hereby agree to amend the Securities Purchase Agreement, the Registration Rights Agreement and the Escrow Agreement as follows:

1.        Amendment of Section 4.12 of the Securities Purchase Agreement . Any liquidated damages incurred by the Company that is payable to the Investors pursuant to Section 4.12 of the Securities Purchase Agreement shall be waived in its entirety and Section 4.12 of the Securities Purchase Agreement is hereby amended and restated d in its entirety to read as follows:

“4.12 Independent Board of Directors.   The Company covenants and agrees that no later than 120 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members, a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15). The Company agrees that $1,000,000 (the “ Board Holdback Escrow Amount ”) shall be held in Escrow pursuant to the Escrow Agreement until such time as the Company complies with this obligation.”

2.        Amendment of Section 2(f) of the Registration Rights Agreement .  Section 2(f) of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:

“(f) If: (i) a Registration Statement is not filed on or prior to its applicable Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the third Business Day immediately following the applicable Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b), in accordance with Section 2(a), (b), (c), (d) or (e) herein, as the case may be, (whether or not such a prospectus is technically required by such Rule), or (iii) after its applicable Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all the Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of thirty (30) Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period is exceeded, being referred to as “Event Date” ), then in addition to any other rights the Holders may have hereunder or under applicable law: on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Securities pursuant to the Purchase Agreement; provided, however, that the total amount of partial liquidated damages payable by the Company pursuant to all Events under this Section shall be capped at an aggregate of 10.0% of the aggregate Investment Amount paid by the Investors under the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event except in the case of the first Event Date. In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors in any 30-day period. The Company will not be liable for liquidated damages under this Agreement with respect to the Placement Agent Warrant Shares. The Company shall not be liable for liquidated damages under this Agreement as to any Registrable Securities which are not permitted by the Commission to be included in a Registration Statement due solely to Commission Comments from the time that it is determined that such Registrable Securities are not permitted to be registered solely due to Commission Comments until such time as the provisions of this Agreement as to the next applicable Registration Statement required to be filed hereunder are triggered, in which case the provisions of this Section 2(f) shall once again apply, if applicable.

Notwithstanding anything to the contrary set forth above, for the liquidated damages incurred as a result of the late effectiveness of the initial Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights Agreement which was not effective by the Effectiveness Dates, in lieu of payment of the liquidated damages in cash as set forth above, as partial liquidated damages and not as a penalty, the Company shall (A) issue to each Holder without registration under the Securities Act of 1933, as amended, such number of shares of Common Stock, as set forth opposite such Holder’s name on Schedule A attached hereto, which number of shares shall in each case be equal to the product of (i) 192,045 and (ii) such Holder’s Percentage Share (as defined below) of the total number of shares of Common Stock issued under the Securities Purchase Agreement (the “ Liquidated Damages Shares ”), or, (B) at the election of each Holder, in lieu of such share issuance as provided in the foregoing paragraph (A), pay cash to such Holder in an amount equal to the product of (a) $4.48 and (b) the number equal to such Holder’s Liquidated Damages Shares (the “ Liquidated Damages Cash Amount ”).  Each Holder shall notify the Company of its election to receive Liquidated Damages Shares or Liquidated Damages Cash Amount pursuant to this Section by written notice in the form as set forth on Schedule B attached hereto (the “ Holder Election Notice ”).

Notwithstanding anything to the contrary set forth in Schedule A as of the date hereof, a Holder’s “ Percentage Share ” shall be the percentage of the shares of Common Stock held by such Holder as of the date of the Election Notice relative to the total number of shares of Common Stock issued under the Securities Purchase Agreement. Each party hereto hereby agrees that the Liquidated Damages Shares or the Liquidated Damages Cash Amount, as applicable, that such Holder may be entitled to as set forth on Schedule A under this Agreement shall be automatically adjusted based on the Percentage Share so calculated. Any adjustment to Schedule A in accordance with the foregoing sentences shall not be deemed an amendment to this Agreement under Section 6(f) hereof.”

3.        Amendment of the Escrow Agreement . Section 3.1 of the Escrow Agreement is hereby amended and restated to read in its entirety as follows:

“Following the closing