ex10_2.htm


  
    Exhibit
10.2

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ASECURITIES
ACT@)
OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES REPRESENTED
HEREBY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED UNLESS
SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH SALE, TRANSFER OR PLEDGE IS EXEMPT FROM
REGISTRATION.

    


    SONGZAI
INTERNATIONAL HOLDING GROUP, INC.

    


    STOCK
OPTION AGREEMENT

    


    THIS
STOCK OPTION AGREEMENT (the AAgreement@), is made
as of this 9th day of June 2008, by and between Songzai International Holding
Group, Inc., a Nevada corporation (the ACompany@), and
Yvonne Zhang (AOptionee@).

    


    R
E C I T A L

    


    On June
9th, 2008, in connection with the execution of an Amendment to Employment
Agreement between the Company and Optionee dated even date herewith (the
“Amendment”), the Company’s Board of Directors authorized the grant to Optionee
of an option to purchase the number of shares of common stock (the ACommon
Shares@) of the
Company specified in Paragraph 1 hereof, at the price specified therein, such
option to be for the term and upon the terms and conditions hereinafter stated.
The Board of Directors, or such other committee or individual that the Board of
Directors appoints, shall be the “Administrator” for purposes of this
Agreement.

    


    A
G R E E M E N T

    


    NOW,
THEREFORE, in consideration of the promises and of the undertakings of the
parties hereto contained herein, it is hereby agreed:

    


    1.           Number of Shares; Option
Price.  Pursuant to said action of the Board of Directors, the
Company hereby grants to Optionee the option (AOption@) to
purchase, upon and subject to the terms and conditions hereof, 55,000 Common
Shares of the Company at the price of $9.35 per share (“Exercise
Price”).

    


    2.           Term.  This
Option shall expire on the day before the fifth anniversary of the date hereof
(the AExpiration
Date@)
unless such Option shall have been terminated prior to that date in accordance
with the provisions of this Agreement.  The term AAffiliate@ as used
herein shall have the meaning as set forth in the Federal Securities laws of the
United States.

    


    3.           Shares Subject to
Exercise.  The Options shall vest and the Common Shares shall
be subject to exercise commencing on the date hereof.  All Common
Shares shall thereafter remain subject to exercise for the term specified in
Paragraph 2 hereof.

    


    4.           Method and Time of
Exercise.  The Option may be exercised by written notice
delivered to the Company at its principal executive office stating the number of
Common Shares with respect to which the Option is being exercised, together
with:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (A)           a
check or money order made payable to the Company in the amount of the exercise
price and any withholding tax, as provided under Paragraph 5 hereof;
or

    


    (B)           if
expressly authorized in writing by the Administrator, in its sole discretion, at
the time of the Option exercise, the tender to the Company of Common Shares
owned by Optionee having a fair market value, as determined by the
Administrator, not less than the exercise price, plus the amount of applicable
federal, state and local withholding taxes.

    


    Not less
than 100 shares may be purchased at any one time unless the number purchased is
the total number purchasable under such Option at the time.  Only
whole shares may be purchased.

    


    5.           Tax
Withholding.  As a condition to exercise of this Option, the
Company may require Optionee to pay over to the Company all applicable federal,
state and local taxes which the Company is required to withhold with respect to
the exercise of this Option. At the discretion of the Administrator and upon the
request of Optionee, the minimum statutory withholding tax requirements may be
satisfied by the withholding of Common Shares otherwise issuable to Optionee
upon the exercise of this Option.

    


    6.           Nontransferability.  Except
with the express written approval of the Administrator, this Option may not be
assigned or transferred except by will, qualified domestic relations order or by
the laws of descent and distribution, and may be exercised only by Optionee
during her lifetime and after her death, by her personal representative or by
the person entitled thereto under her will or the laws of intestate
succession.

    


    7.           Optionee Not a
Shareholder.  Optionee shall have no rights as a shareholder
with respect to the Common Shares of the Company covered by this Option until
the date of issuance of a stock certificate or stock certificates to her upon
exercise of this Option.  No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued.

    


    8.           No Right to
Employment.  Nothing in the Option granted hereby shall
interfere with or limit in any way the right of the Company or of any of its
Affiliates to terminate Optionee's employment or consulting at any time, nor
confer upon Optionee any right to continue in the employ of, or consult with,
the Company or any of its Affiliates.

    


    9.           Anti-dilution
Adjustment.

    


    9.1           Stock Dividends, Stock
Splits, Etc.   If the Company declares or pays a dividend
on its Common Stock payable in Common Stock or other securities, or subdivides
the outstanding Common Stock into a greater amount of Common Stock, then upon
exercise of this Option, for each Common Share acquired, Optionee shall receive,
without cost to Optionee, the total number and kind of securities to which
Optionee would have been entitled had Optionee owned the Common Shares of record
as of the date the dividend or subdivision occurred.

    


    9.2           Reclassifications, Exchange
or Substitution.  Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or class
of the securities issuable upon exercise of this Option, Optionee shall be
entitled to receive, upon exercise of this Option, the number and kind of
securities and property that Optionee would have received for the Common Shares
if this Option had been exercised immediately before such reclassification,
exchange, substitution, or other event.  The Company or its successor
shall promptly issue to Optionee a new Option for such new securities or other
property.  The new Option shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 10.2, including, without limitation, adjustments to the Exercise
Price and to the number of securities or property issuable upon exercise of the
new Option.  The provisions of this Section 10.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or other
events.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.3      
   Adjustments for
Combinations, Etc.   If the outstanding shares of Common
Stock are combined or consolidated, by reclassification or otherwise, into a
lesser number of shares, the Exercise Price shall be proportionately
increased.

    


    9.4     
    Merger or
Consolidation.   In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in the
case of any sale or conveyance of all or substantially all of the assets of the
Company other than in connection with a plan of complete liquidation of the
Company, then as a condition of such consolidation, merger or sale or
conveyance, adequate provision will be made whereby the registered holder of the
Option will have the right to acquire and receive upon exercise of this Option
in lieu of the shares of Common Stock immediately theretofore subject to
acquisition upon the exercise of this Option, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore subject to acquisition
and receivable upon exercise of this Option had such consolidation, merger or
sale or conveyance not taken place.  In any such case, the Company
will make appropriate provision to insure that the provisions of this Section 10
hereof will thereafter be applicable as nearly as may be in relation to any
shares of stock or securities thereafter deliverable upon the exercise of this
Option.

    


    10.           Restrictions on Sale of
Common Shares.  Optionee represents and agrees that upon her
exercise of this Option, in whole or in part, unless there is in effect at that
time under the Securities Act a registration statement relating to the Common
Shares issued to her, she will acquire the Common Shares issuable upon exercise
of this Option for the purpose of investment and not with a view to their resale
or further distribution, and that upon such exercise thereof she will furnish to
the Company a written statement to such effect, satisfactory to the Company in
form and substance.  Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their transferability
is restricted in accordance with applicable state and federal securities
law.  Any person or persons entitled to exercise this Option shall,
upon each exercise of this Option under circumstances in which Optionee would be
required to furnish such a written statement, also furnish to the Company a
written statement to the same effect, satisfactory to the Company in form and
substance.

    


    11.           Notices.  All
notices to the Company shall be addressed to the Chief Executive Officer at the
principal executive office of the Company, and all notices to Optionee shall be
addressed to Optionee at the address of Optionee on file with the Company or its
subsidiary, or to such other address as either may designate to the other in
writing.  A notice shall be deemed to be duly given if and when
enclosed in a properly addressed sealed envelope deposited, postage prepaid,
with the United States Postal Service.  In lieu of giving notice by
mail as aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Chief Executive Officer (as the case may
be).

    


    12.           Sale or Other
Disposition.  If Optionee at any time contemplates the
disposition (whether by sale, gift, exchange, or other form or transfer) of any
Shares acquired by exercise of this Option, she shall first notify the Company
in writing of such proposed disposition and cooperate with the Company in
complying with all applicable requirements of law, which, in the judgment of the
Company, must be satisfied prior to such disposition.

    


    [Signature on following
page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.

     

    
      
        	 	SONGZAI
      INTERNATIONAL HOLDING GROUP, INC.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Hongjun
      Li	 
	 	 	Name:   
      	
                Hongjun
      Li

              	 
	 	 	Title:  
      	
                President

              	 
	 	 	 	 


      



     

     

    OPTIONEE

    


    


              
  /s/ Yvonne Zhang

    
      By:   
                                  


    

    Name:  Yvonne
Zhang

    


    Address:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    PURCHASE
FORM

    
    

     

    
      	To: Songzai
      International Holding Group, Inc. 	
              Dated:____________

            


    

     

     

    The
undersigned, pursuant to the provisions set forth in the attached option, hereby
elects to purchase: _________ shares of the Common Stock of Songzai
International Holding Group, Inc. covered by such Option.

    


    The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in such Option.  Such payment takes
the form of (check applicable
box or boxes):

    


    [     ]           $_______
in lawful money of the United States; and/or

     

    [
    ]           the
cancellation of such portion of the attached Option as is exercisable for a
total of _____ Common Shares (using a Fair Market Value of $_____ per share for
purposes of this calculation).

     

     

    


     

    
      	 
	
              Print
      or Type Name

            
	
               

               

               

            
	
              (Signature
      must conform in all respects to

              name
      of holder as specified on the face of the Option)

            
	
               

               

               

            
	(Street
      Address)
	
               

               

               

            
	(City)                      (State)      (Zip
      Code)