Exhibit 10.1


 


AMENDMENT NO. 2 TO employment
agreement 


 


THIS AMENDMENT No.
2 (this “Amendment”) to the Employment Agreement (as defined below) is executed as of July 10, 2012 by and between
ZST Digital Networks, Inc., a Delaware corporation (the “Company”), and Bo Zhong (the “Employee”).
Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Employment Agreement referred
to below.


 


WITNESSETH:


  


WHEREAS, the Company
and the Employee are parties to that certain Employment Agreement dated as of December 13, 2010 (the “Employment Agreement”);


 


WHEREAS, the Company
and the Employee entered into an amendment to the Employment Agreement on May 29, 2012 in which the parties thereto amended certain
provisions of the Employment Agreement (the “Amendment No. 1”);


 


WHEREAS, the Company
and the Employee wish to amend the Employment Agreement further as set forth in this Amendment;


 


NOW, THEREFORE, for
mutual consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           Amendment
to the Employment Agreement


 


1.1.       Section
2.1 of the Employment Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof:


 


“Section 2.1 Initial
Term and Renewal. The term of this Agreement shall be for a period of sixty (60) months commencing on July 10, 2012 (the
“Initial Term”), unless terminated earlier pursuant to the provisions of Article 5 of this Agreement. This Agreement
shall automatically renew for an additional one (1) year period of employment on the expiration date of the Initial Term (each,
a “Subsequent Term”), and on each successive anniversary date thereafter (each such date, an “Expiration
Date”), unless either party gives written notice to the other party at least ninety (90) days prior to any Expiration
Date that the Agreement is not being renewed and shall terminate on that Expiration Date, unless terminated earlier pursuant to
the provisions of Article 5 of this Agreement. The Initial Term and each successive one year period thereafter during which Employee
shall perform services pursuant to this Agreement shall be referred to herein as the “Term.”


 



    	 



    	 



    

 


1.2.          A
new Section 4.0 is hereby inserted and shall read:


 


“Section 4.0    Additional
Restricted Stock Grant.  On July 10, 2012, Employee shall be granted Eight Hundred Thousand (800,000) shares of
restricted common stock of the Company (the “Additional Grant”). The terms and conditions of the Additional
Grant are set forth in the Restricted Shares Grant Agreement attached hereto as Appendix B.”


 


2.       
   Agreement Otherwise Unchanged 


 


Except as herein provided, the
Employment Agreement shall remain unchanged and in full force and effect.


 


3.        
  Governing Law


 


This Amendment shall be governed
by and construed in accordance with the laws of the State of Delaware.


 


4.        
  Entire Agreement


 


This Amendment along with the
Employment Agreement and Amendment No. 1 (including their respective appendixes) contain the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment.


 


5.        
  Counterparts


 


			This Amendment may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.



 


[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK.]


 



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


  


	 	zst digital networks, Inc.
	 	 	 
	 	By:	/s/ Henry Ngan
	 	Name: Henry Ngan
	 	Title: Chief Financial Officer


 





	 	EMPLOYEE
	 	 
	 	Name: Bo Zhong
	 	 
	 	Signature:	/s/ Bo Zhong




 



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Appendix B


 


Restricted Shares Grant Agreement


 



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