ex10-1.htm


    Exhibit
10.1

     

    
      AMENDMENT
NO.1 TO SENIOR PROMISSORY NOTES

       

      This
Amendment No.1 to Senior Promissory Notes (this “Agreement”) is
entered into by and between Home System Group, a Nevada Corporation (the “Company), Liming Jiao
and Xiaohong Chen on the 18th day
of December, 2009 (the “Effective Date”),
amending certain provisions of those certain Senior Promissory Notes dated
October 1, 2008 (each, a “Note” and together,
the “Notes”).  All
capitalized terms used, but not defined herein, shall have the meanings given to
them in the Notes.

       

      RECITALS

       

      WHEREAS,
the parties to this Agreement are parties to that certain Stock Purchase
Agreement dated as of September 23, 2008, pursuant to which Liming Jiao and
Xiaohong Chen (collectively, the “Asia Forever Former Shareholders”) each
purchased Notes from the Company;

       

      WHEREAS,
the Company and the Asia Forever Former Shareholders desire to amend the payment
provision of the Notes as described in this Agreement;

       

      WHEREAS,
the Company has offered, in consideration for said amendment, to pay a
forbearance fee of $50 to each of the Asia Forever Former Shareholders;
and

       

      WHEREAS,
the Company and the Asia Forever Former Shareholders have consented to the
proposed amendment and forbearance fee.

       

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

      


      AGREEMENT

       

      1.           Amendment of
Notes.  The payment provision in paragraph 3 of the Notes shall
be restated in its entirety as follows:

       

      “The
principal indebtedness evidenced by this Note shall not bear
interest.  Principal shall be payable as follows:  25%
payable on or before December 31, 2008, the remaining principal amount to be
repaid in three semi-annual installments with the final installment and balance
under this Note due on or before June 30, 2011 (the “Maturity
Date”).”

       

      2.          Consideration.  As
consideration for the Asia Forever Former Shareholders’ agreement in Section 1
of this Agreement, the Company will pay to the Asia Forever Former Shareholders
a total of One Hundred U.S. Dollars ($100), which shall be paid in cash or by
check.

       

      
        3.          
No Other
Changes.  All other terms of the Notes shall remain the
same.

      

      


      4.           Complete
Agreement.  This Agreement together with the Notes contains a
complete and exclusive statement of the agreement of the parties with respect to
the subject matter hereof.

      


      [Signature
Page Follows]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
noted above.

       

      
        	
                COMPANY:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                HOME
      SYSTEM GROUP

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Yu
      Lei

              	 
      	 
      	 
      	 
      
	
                Name:

              	
                Yu
      Lei

              	 
      	 
      	 
      	 
      
	
                Title:

              	
                Chief
      Executive Officer

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                ASIA
      FOREVER FORMER SHAREHOLDERS:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                Liming
      Jiao

              	 
      	
                By:

              	
                Xiaohong
      Chen

              
	
                Name

              	
                Liming
      Jiao

              	 
      	
                Name:

              	
                Xiaohong
      Chen