drgg_exhibit10-19.htm


     

    
      

      

    

    
      
        Exhibit
10.19

        


        Consulting and Management
Agreement Amendment

        


        This
Consulting Agreement Amendment ( the ¡°Amendment¡±) made this 29th day of
October 2008 shall supersede and amend the Consulting Agreement (the
"Agreement") made on the 1st day of July 2008 by and between Capital One
Resource Co., Ltd., Rm 51, 5th Floor,
Britannia House, Jalan Cator, Bandar Seri Begawan BS 8811, Negara Brunei
Darussalam, and Dragon International Group Corp., a Nevada corporation (the
"Company").

        


        WITNESSETH:

        


        Dragon
International Group Corp. desires to engage the services of Consultant as a
subcontractor. As subcontractor, Dragon International Group Corp. will look to
the Consultant for advice as it relates to the general business activities of
the Company.

        


        Consultant
is desirous of performing such services on behalf of Consultant.

        


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Amendment, the parties hereto agree as follows:

         

        
          
            	
                    1.

                  	
                    Consulting
      Services.

                  
	 
      	 
      	 
      
	 
      	
                    A.

                  	
                    Upon
      the terms and subject to the conditions contained in this Amendment,
      Consultant hereby agrees that he shall, during the term of this Amendment,
      will undertake the performance of services as outlined in this
      Amendment.

                  
	 
      	 
      	 
      
	 
      	
                    B.

                  	
                    Upon
      the terms and subject to the conditions contained in this Amendment,
      Consultant hereby agrees that he shall, during the term of this Amendment,
      will support the Company in the following areas:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    i.

                  	
                    General
      business consulting

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    ii.

                  	
                    Familiarize
      itself, to the extent appropriate and feasible, with the business,
      operations, properties, financial condition, management and prospects of
      Cox Distributing, Inc. (¡°Cox Distributing¡±);

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    iii.

                  	
                    Identify,
      evaluate, structure and provide advice in connection with potential
      mergers and acquisitions, divestitures, spin-offs, joint ventures and
      other corporate transactions;

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    iv.

                  	
                    Coordinate
      the preparation and filing of all required public disclosures as required
      by the Securities and Exchange Commission and such other governmental and
      regulatory agencies in the United States and in each state where Client
      maintains an office or is required to comply with state laws in the United
      States; and

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    v.

                  	
                    Provide
      such other services upon which the Parties may mutually
    agree.

                  
	 
      	 
      
	
                    2.

                  	
                    Compensation.

                  
	 
      	 
      	 
      
	 
      	
                    A.

                  	
                    Company
      shall issue to Consultant 5,000,000 shares of common stock of Dragon
      International Group Corp. (the ¡°Dragon Stock¡±) as
  follows;

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    i.

                  	
                    1,250,000
      shares of Dragon Stock shall be earned for services provided from July 1,
      2008 through September 30, 2008 and shall be earned on or before September
      30, 2008.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    ii.

                  	
                    1,250,000
      shares of Dragon Stock shall be earned for services provided from October
      1, 2008 through December 31, 2008 and shall be earned on or before
      December 31, 2008.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    iii.

                  	
                    1,250,000
      shares of Dragon Stock shall be earned for services provided from January
      1, 2009 through March 31, 2009 and shall be earned on or before March 31,
      2009.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    iv.

                  	
                    1,250,000
      shares of Dragon Stock shall be earned for services provided from April 1,
      2009 through June 30, 2009 and shall be earned on or before June 30,
      2009.

                  


          

           

          
            
               


            

            
               


              
                

              

            

            
               


            

          

           

          
            	 
      	 
      	 
      
	 
      	
                    B.

                  	
                    Company
      shall pay to Consultant a fee equal to 10% of all gross proceeds received
      by the Company as a result of the exercise of warrants.  Such
      fee shall be due and payable beyond the term of this
      Amendment.

                  
	 
      	 
      	 
      
	 
      	
                    C.

                  	
                    Discretionary
      Award Fees.  At the discretion of the Company, this Amendment
      provides for the payment of fees payable to the Consultant. At the mutual
      agreement of Company and the Consultant, Company can pay to Consultant
      fees in either readily available funds or other marketable
      securities.

                  
	 
      	 
      
	
                    3.

                  	
                    Indemnification.  Consultant
      shall not be liable to the Company or to any officer, director, employee,
      stockholders, or creditor of the Company, for any act or omission in the
      course of or in connection with the provision of advice or assistance
      hereunder.  The Company agrees to and shall defend, indemnify
      and hold Consultant harmless from and against any and all suits, claims,
      demand, causes of action, judgment damages, expenses and liability,
      (including court costs and attorney¡ ̄s fees paid in the defense of
      Consultant) which may in any way result from services provided by
      Consultant pursuant to or in connection with this
    Amendment.

                  
	 
      	 
      
	
                    4.

                  	
                    Term
      and Termination.  This Amendment shall commence as of the date
      of the Amendment, July 1, 2008 and the obligation of the Consultant to
      provide services under this Amendment will terminate on June 30,
      2009.  Such period is herein referred to as the
      ¡°Term¡±.  The Term of this Amendment may be extended by mutual
      agreement upon written notice by the Company to the Consultant,
      countersigned by the Consultant.  Either party may terminate
      this Agreement upon the giving of thirty (30) days¡ ̄ prior written notice,
      in which case the Company¡ ̄s sole liability to Consultant shall be for
      unpaid fees up to the date of the termination and unreimbursed expenses
      incurred by Consultant.

                  
	 
      	 
      
	
                    5.

                  	
                    Entire
      Agreement.  This Amendment contains the entire agreement among
      the parties with respect to the subject matter hereof and supersedes all
      prior agreements, written or oral, with respect
thereto.

                  
	 
      	 
      
	
                    6.

                  	
                    Waivers
      and Amendments.  This Amendment may be amended, modified,
      superseded, cancelled, renewed or extended, and the terms and conditions
      hereof may be waived, only by a written instrument signed by the parties
      or, in the case of a waiver, by the party waiving
      compliance.  No delay on the part of any party in exercising any
      right, power or privilege hereunder shall operate as a waiver thereof, nor
      shall any waiver on the part of any party of any right, power or privilege
      hereunder, nor any single or partial exercise of any right, power or
      privilege hereunder, preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege hereunder.  The
      rights and remedies herein provided are cumulative and are not exclusive
      of any rights or remedies which any party may otherwise have at law or in
      equity.

                  
	 
      	 
      
	
                    7.

                  	
                    Governing
      Law.  This Amendment shall be governed and construed in
      accordance with the laws of the State of Nevada applicable to agreements
      made and to be performed entirely within such State.

                  
	 
      	 
      
	
                    8.

                  	
                    Severability
      of Provisions.  The invalidity or unenforceability of any term,
      phrase, clause, paragraph, restriction, covenant, agreement or other
      provision of this Amendment shall in no way affect the validity or
      enforcement of any other provision or any part thereof.

                  
	 
      	 
      
	
                    9.

                  	
                    Counterparts.  This
      Amendment may be executed in any number of counterparts, each of which
      when so executed, shall constitute an original copy hereof, but all of
      which together shall consider but one and the same
    document.

                  
	 
      	 
      
	
                    10.

                  	
                    Other
      Activities.  Nothing contained herein shall prevent Consultant
      from acquiring or participating in a transaction of any kind with any
      other entity. Such transaction may be acquired at a price and upon terms
      and conditions more or less favorable than those offered to
      Company.

                  
	 
      	 
      
	
                    11.

                  	
                    Disclaimer.
      Consultant acknowledges that he has relied upon the information provided
      by Company. Consultant has in entering into this Amendment, relied on the
      warranties or representations made by Company, its officers, directors,
      agents, legal counsel or accountants concerning Company and/or its stock
      as to matters past, present or
future.

                  


          

           

          
            
               


            

            
               


              
                

              

            

            
               


            

          

           

          
            	 
      	 
      
	
                    12.

                  	
                    Natural
      Disaster.  In the event that any obligation of either party is
      prevented or delayed by circumstances of natural disaster, such party will
      be excused from any failure to perform any such obligation under this
      Amendment to the extent that such failure is caused by any such
      circumstances.

                  
	 
      	 
      
	
                    13.

                  	
                    Non-Solicitation
      of Consultant's Employees:  Company agrees not to knowingly hire
      or solicit Consultant's employees during performance of this Amendment and
      for a period of two years after termination of this Amendment without
      Consultant's written consent.

                  
	 
      	 
      
	
                    14.

                  	
                    Mediation
      and Arbitration:  If a dispute arises under this Amendment, the
      parties agree to first try to resolve the dispute with the help of a
      mutually agreed-upon mediator in Broward County, FL. Any costs and fees
      other than attorney fees associated with the mediation shall be shared
      equally by the parties. If the dispute is not resolved through mediation,
      the parties agree to submit the dispute to binding arbitration in Florida
      under the rules of the American Arbitration Association. Judgment upon the
      award rendered by the arbitrator may be entered in any court with
      jurisdiction to do so.

                  
	 
      	 
      
	
                    15.

                  	
                    Attorney
      Fees:  If any legal action is necessary to enforce this
      Amendment, the prevailing party shall be entitled to reasonable attorney
      fees, costs and expenses.

                  
	 
      	 
      	 
      	 
      


          

        

         

        IN
WITNESS WHEREOF, the parties have executed this Amendment on the date first
above written.

        


        
          
            
              	
                       Dragon
      International Group Corp.

                    	 
      	 
      	
                      Capital
      One Resource Co., Ltd.

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      /s/
      David Wu

                    	 
      	 
      	
                      /s/
      Xiaowen Zhuang

                    	 
      
	
                      Name:
      David Wu

                    	 
      	 
      	
                      Name:
      Xiaowen Zhuang