Nutrastar International Inc.: Exhibit 10.4 - Filed by newsfilecorp.com






Exhibit 10.4

AMENDMENT NUMBER 1 TO EMPLOYEE LABOR AGREEMENT 

THIS AMENDMENT NUMBER 1 TO EMPLOYEE LABOR AGREEMENT, dated as
of January 24, 2011 (this “Amendment”), is entered into by and
among Nutrastar International Inc., a Nevada corporation (the
“Company”) and Robert Tick (the
“Employee”).

WHEREAS, the Company and the Employee are parties to
that certain Employee Labor Agreement, dated as of July 16, 2010 (the
“Employment Agreement”). The parties to this
Amendment desire to amend the Employment Agreement as set forth in this
Amendment.

NOW, THEREFORE, in consideration of the foregoing and
the respective covenants and agreements set forth herein, the parties hereto
agree as follows: 

SECTION 1. Amendment. Sections 3A and 3B of the
Employment Agreement are hereby deleted and shall be replaced with the following
language: 

3. Salary and Bonus

A. You monthly base salary
effective January 1, 2011 is US$16,000 and shall be paid to the bank account
designated by you at the last day of each month.

B. Annual Equity Incentives: You
shall be eligible to receive the following: 

	 	
      -
	
      Total shares of Restrictive Stocks (RS): 150,000 at
      $0.001 per share

	 		
      	 

	
      Vesting schedule:

	 			
      	 

	
      25,000 shares on December 31, 2010;

	 			
      	 

	
      25,000 shares on June 30, 2011;

	 			
      	 

	
      25,000 shares on December 31, 2011;

	 			
      	 

	
      25,000 shares on June 30, 2012;

	 			
      	 

	
      25,000 shares on December 31, 2012; and

	 			
      	 

	
      25,000 shares on June 30, 2013

	 	 	 	 	 
	 	
      -
	
      Total shares of Incentive Stock Options (ISO):
    150,000

	 		
      	 

	
      Exercise period: 3 years from vesting date

	 		
      	 

	
      Exercise (or strike) price: US$3.50 per share

	 		
      	 

	
      Vesting schedule:

	 			
      	 

	
      37,500 shares on June 30, 2011;

	 			
      	 

	
      37,500 shares on December 31, 2011;

	 			
      	 

	
      37,500 shares on June 30, 2012; and

	 			
      	 

	
      37,500 shares on December 31,
2012



SECTION 2. Full Force and Effect. All other
provisions of the Employment Agreement not specifically amended in this
Amendment shall remain in full force and effect. 




SECTION 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of Nevada.


SECTION 4. Entire Agreement. This Amendment along
with the Employment Agreement contains 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. 

SECTION 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] 




IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized signatories as of
the date first indicated above. 

COMPANY:

NUTRASTAR INTERNATIONAL INC.

By:  /s/ Lianyun
Han                                                            

Name: Lianyun Han 
Title: Chief Executive Officer 


EMPLOYEE 

s/ Robert
Tick                                                                       

Name: Robert Tick