ex10_1.htm


  
    Exhibit
10.1

    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    THIS AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Amendment”) is made and entered into as of this 9th day of June, 2008 (the
“Effective Date”), by and between Songzai International Holding Group, Inc., a
Nevada corporation (the “Company”), and Yvonne Zhang (“Employee”). Capitalized
terms used but not defined herein shall have the meanings set forth in that
certain Employment Agreement (defined in the Recitals below).

    


    RECITALS:

     

    WHEREAS, reference is made to that
certain Employment Agreement dated as of July 20, 2007 (the “Employment
Agreement”), by and between the Company and the Employee;

    


    WHEREAS, Section 1 of the Employment
Agreement provides that the term of Employee’s employment with the Company shall
expire on July 31, 2008;

    


    WHEREAS, Section 2.1 of the Employment
Agreement provides that Employee shall be employed as Part Time Chief Financial
Officer;

    


    WHEREAS, Company now desires to
continue the employment of Employee as the Company’s full time Chief Financial
Officer and the Employee desires to be so employed in such
capacity;

    


    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.           AMENDMENTS.

    


    1.           Term. The continued term of Employee’s
employment with the Company (the “Term”) shall commence on the Effective Date, and, unless
earlier terminated, shall continue for a period ending on June 8,
2009.

    


    2.           Position and
Duties.

    


    2.1           Position. During the
Term, Employee shall be employed as Full Time Chief Financial Officer (“CFO”) of
the Company. 

    


    2.1           Duties. Subject to
the supervision and control of the Board of Directors of the Company (the
“Board”) and the Chief Executive Officer of the Company,   Employee
shall perform such duties as are appropriate and commensurate with Employee’s
position as CFO of the Company, including but not limited to:

     

    (A)           Employee
shall prepare the Company’s financial statements and related disclosures in
connection with the Company’s reporting obligations, including but not limited
to the Company’s annual reports, quarterly reports and current reports. Employee
shall also be
responsible for communicating with, and responding to any inquiries from, the
Securities and Exchange Commission regarding the Company’s
filings.


    
      
         


      

      
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    (B)           Employee
shall assist the Company with matters relating to any potential future
acquisition transactions, including but not limited to preparing providing
financial analysis and evaluation of the potential target companies, assisting
with financial due diligence of target companies, and providing accounting
guidance with respect to any such potential acquisition.

     

    (C)           Employee
shall assist the Company with any potential future financing transactions,
including but not limited to preparing and presenting all relevant financial
data and reports.

     

    (D)           Based
on the requirements of Section 404 of Sarbanes-Oxley Act, Employee shall assess,
evaluate and modify as necessary the internal control system of the Company and
its operating subsidiaries with the assistance of the accountants and the
management of the operating subsidiaries, and outside expertise if
needed.  Employee shall also supervise and manage the internal
accounting system of the Company and its operating subsidiaries with the
assistance of the accountants and the management of the operating
subsidiaries.

     

    3.           Employee
Compensation.

     

    3.1           During
the Term, as compensation for her services as CFO, Employee shall receive a base
salary at the annualized rate of One Hundred Thousand Dollars ($100,000) per
year (“Base Salary”), which shall be paid on the first day of each
month.

     

    3.2           Upon
execution of this Amendment, Employee shall be granted an option (the “Option”)
under the Company’s 2006 Stock Option/Stock Issuance Plan to purchase up to
Fifty Five Thousand (55,000) shares of the Company’s common stock, $0.001 par
value, at an exercise price of $9.35 per share for a period of five (5) years.
The Option shall be granted pursuant to, and the terms and conditions of the
Option shall be set forth in, an option agreement entered into between the
Company and Employee as of the Effective Date.

     

    3.3           During
the Term, Employee is eligible for annual bonus, if any, which will be
determined and paid in accordance with policies set from time to time by the
Board.

    


    4.           Termination.

    


    4.1           Termination by the
Employer. If the Company terminates the Amendment prior to the expiration
of the Term, the Company shall pay the Employee any accrued but unpaid Base
Salary and any accrued but unreimbursed expenses.

    


    4.2           Termination by Employee with
Cause. If Employee terminates the Amendment for Cause, the Company shall
pay Employee any accrued but unpaid Base Salary and any accrued but unreimbursed
expenses. For purpose of this Amendment, “Cause” shall mean: (i)
a material change in the scope and duties of Employee; or (ii) a material breach
by the Company of the terms of this Amendment.


    
      
         


      

      
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    4.3           Termination by the Employee
without Cause. If Employee terminates this Amendment without Cause, the
Company shall pay Employee any accrued but unpaid salary and any accrued but
unreimbursed expenses.

     

    B.           CONFLICTS.  Except
as expressly set forth in this Amendment, the terms and provisions of the
Employment Agreement shall continue unmodified and in full force and
effect.  In the event of any conflict between this Amendment and the
Employment Agreement, this Amendment shall control.

    


    C.           GOVERNING LAW.  This
Amendment shall be governed and construed under the laws of the State of
California, and shall be binding on and shall inure to the benefit of the
parties and their respective successors and permitted assigns.

    


    D.           COUNTERPARTS.  This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.

    

      
        
           


        

        
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    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the date first set forth above.

     

    


    EMPLOYEE

    


    /s/
Yvonne Zhang

    _____________________________

    Yvonne
Zhang

    


    


    EMPLOYER

    


    Songzai
International Holding Group Inc.

    a Nevada
corporation

    


    /s/
Hongjun Li

    ____________________________

    By:    Hongjun
Li

    Its:    President

    


     

     

     

     

     

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