Exhibit
10.1


 


Amendment
No. 1 to Executive Employment Agreement


 


This
Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 28th
day of October, 2022 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”)
and Sumitaka Yamamoto (the “Executive”). The Company and Executive may be referred to herein individually as a “Party”
and collectively as the “Parties”.


 


WHEREAS,
the Parties are the parties to that certain Executive Employment Agreement, dated as of February 9, 2022 (the “Employment Agreement”)
and now desire to amend the Employment Agreement as set forth herein, and the Employment Agreement may be amended in writing pursuant
to Section 14 thereof;


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:


 


		1.	Defined
                                            terms used herein without definition shall have the meanings given in the Employment Agreement.



 


		2.	Pursuant
                                            to the provisions of Section 14 of the Employment Agreement, the Employment Agreement is
                                            hereby amended such that number “$381,000” in Section 2(a) of the Employment
                                            Agreement is hereby amended to be “$450,000”, with such amendment to be effective
                                            as of November 1, 2022. The Parties acknowledge and agree that the intent of such amendment
                                            is that the Base Salary for the Executive be increased to $450,000 per year, effective as
                                            of November 1, 2022.



 


		3.	Other
                                            than as amended herein, the Employment Agreement shall remain in full force and effect subject
                                            to its terms. Following the Amendment Date, any reference in the Employment Agreement to
                                            the “Agreement” shall be deemed a reference to the Employment Agreement as amended
                                            by this Amendment.



 


		4.	This
                                            Amendment shall be governed by and construed under the laws of the State of Delaware applicable
                                            to agreements made and to be performed in that State, without regard to conflicts of laws
                                            rules.



 


		5.	This
                                            Amendment may be executed in two (2) or more counterparts, each of which shall be deemed
                                            to be an original but all of which together shall constitute one and the same instrument.
                                            The execution of this Amendment may be by actual signature or by signature delivered by facsimile
                                            or by e-mail as a portable document format (.pdf) file or image file attachment.



 


[Signatures
to appear on the following page(s).]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the Amendment Date.


 


	 	HeartCore
    Enterprises, Inc.
	 	 	 
	 	 	/s/
    Qizhi Gao
	 	By:	Qizhi
    Gao
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	Sumitaka Yamamoto
	 	 	 
	 	 	/s/
    Sumitaka Yamamoto
	 	 	Sumitaka
    Yamamoto