ex10-2.htm


  
    Exhibit
10.2

    


    Songzai
International Holding Group, Inc.

    17890
Castleton Street, Suite 112

    City
of Industry, California 91748

    


    


    August
15, 2008

    


    Mr.
Guoqing Yue

    No. 9
People Road

    Jiagedaqi,
Jiagedaqi District,

    Da
Xing'an Mountain Region

    Heilongjiang Province,
PRC 165000

    


    Re:                            
  Board of
Directors - Offer Letter

    


    Dear Mr.
Yue:

    


    Songzai
International Holding Group, Inc., a Nevada corporation (the “Company”), is
pleased to offer you a director position on its Board of Directors (the
“Board”).

    


    Should
you chose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company (the “Agreement”) and
contains all the terms and conditions relating to the services you are to
provide.

    


    1.        
     Term. This Agreement shall be for
the ensuing year, commencing on August 15, 2008 (the “Effective Date”). Your
term as director shall continue until your successor is duly elected and
qualified. The position shall be up for re-election each year at the annual
shareholder’s meeting and upon re-election, the terms and provisions of this
agreement shall remain in full force and effect unless otherwise revised on such
terms as mutually agreed to by you and the Company.

    


    2.              Services. You shall render services as
a member of the Board (hereinafter your “Duties”). During the term of this
Agreement, you shall attend and participate in such number of meetings of the
Board as regularly or specially called. You may attend and participate at each
such meeting, via teleconference, video conference or in person. You shall
consult with the other members of the Board regularly and as necessary via
telephone, electronic mail or other forms of correspondence.

    


    3.              Services
for Others. You
will be free to represent or perform services for other persons during the term
of this Agreement. However, you agree that you do not presently perform and do
not intend to perform, during the term of this Agreement, similar Duties,
consulting or other services for companies whose businesses are or would be, in
any way, competitive with the Company (except for companies previously disclosed
by you to the Company in writing). Should you propose to perform similar Duties,
consulting or other services for any such company, you agree to notify the
Company in writing in advance (specifying the name of the organization for whom
you propose to perform such services) and to provide information to the Company
sufficient to allow it to determine if the performance of such services would
conflict with areas of interest to the Company.

    


    4.              Compensation. In consideration for your
service as a member of the Board, you shall receive cash compensation of
$150,000 per calendar year of service, payable on a monthly basis and prorated
for partial time periods. The Company agrees to reimburse all of your travel and
other reasonable expenses relating to your attendance at meetings of the Board.
In addition, the Company agrees to reimburse you for reasonable expenses that
you incur in connection with the performance of your duties as a director of the
Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Your
compensation as a director in any future periods is subject to the determination
of the Board, and may differ in future periods should you continue to serve on
the Board.

    


    5.              D&O
Insurance Policy. You shall be included as an insured under such
directors’ and officers’ liability insurance that the Company, at its sole
discretion, may maintain in an amount in coverage and with a carrier as
determined in the Board’s discretion; provided, however, that the foregoing
shall not be construed as obligating the Company to maintain any directors’ and
officers’ liability insurance.

    


    6.              No
Assignment.
Because of the personal nature of the services to be rendered by you, this
Agreement may not be assigned by you without the prior written consent of the
Company.

     

    7.              Confidential
Information; Non-Disclosure. In consideration of your
access to the premises of the Company and/or you access to certain Confidential
Information of the Company, in connection with your business relationship with
the Company, you hereby represent and agree as follows:

    


    a.              Definition. For purposes of this
Agreement the term “Confidential Information” means:

    


    i.              Any information
which the Company possesses that has been created, discovered or developed by or
for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; or

    


    ii.              Any information
which is related to the business of the Company and is generally not known by
non-Company personnel.

    


    iii.              By way of
illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


    b.              Exclusions. Notwithstanding the
foregoing, the term Confidential Information shall not include:

    


    i.              Any information
which becomes generally available to the public other than as a result of a
breach of the confidentiality portions of this agreement, or any other agreement
requiring confidentiality between the Company and you;

    


    ii.              Information
received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and

    


    iii.              Information known
by you prior to receipt of such information from the Company, which prior
knowledge can be documented.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c.              Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you
receive any such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be deemed to have
received the express written consent of the Company. In the event that you
receive any such documents or items, other than through personal delivery as
described in the preceding sentence, you agree to inform the Company promptly of
your possession of such documents or items. You shall promptly return any such
documents or items, along with any reproductions or copies to the Company upon
the Company’s demand or upon termination of this agreement.

    


    d.              No
Disclosure. You
agree that you will hold in trust and confidence all Confidential Information
and will not disclose to others, directly or indirectly, any Confidential
Information or anything relating to such information without the prior written
consent of the Company, except as maybe necessary in the course of his business
relationship with the Company. You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

     

    8.              Entire
Agreement; Amendment; Waiver. This Agreement expresses the
entire understanding with respect to the subject matter hereof and supersedes
and terminates any prior oral or written agreements with respect to the subject
matter hereof. Any term of this Agreement may be amended and observance of any
term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party
shall not be construed as a waiver of any subsequent breach or failure of the
same term or condition or waiver of any other term or condition of this
Agreement. The failure of any party at any time to require performance by any
other party of any provision of this Agreement shall not affect the right of any
such party to require future performance of such provision or any other
provision of this Agreement.

    


    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

     

    
      	 
      	
              Sincerely,

            	 
	 
      	 
      	 
	 
      	
              SONGZAI
      INTERNATIONAL

              HOLDING
      GROUP, INC.

            	 
	 
      	 
      	 
      	 
	 	 	 	 
	 
      	
              By:  

            	 
      	 
	 
      	
              Name:
      Hongwen Li

            	 
	 
      	
              Title:   Chief
      Executive Officer 

            	 


    

    


    AGREED
AND ACCEPTED:

    


     

     

    
      	 
	GUOQING
      YUE