EXHIBIT
10.1

    


     

    AMENDMENT
NO. 1

    TO

    EMPLOYMENT
AGREEMENT

     

    This
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made
and entered into as of December 10, 2008, between Andrew
Caminschi an individual (the “Executive”), and KAL Energy, Inc., a Delaware
corporation (“KAL”).  KAL
and the Executive are hereinafter referred to collectively as the “Parties” and
individually as a “Party”.

     

    RECITALS:

     

    1. KAL and
Executive are parties to an Employment Agreement, dated as of October 1, 2008
(the “Agreement”), pursuant
to which KAL agreed to compensate the Executive for his services as Senior Vice
President of Business Development.

     

    2. KAL and
the Executive desire to amend Sections 5a of the Agreement in order to modify
the compensation provisions set forth therein.

     

    C.           Section
17 of the Agreement provides that the agreement may be amended by mutual
agreement of the parties.

     

     

    AGREEMENT:

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:

     

    1.           Section
5a of the Agreement is hereby amended and restated to read in its entirety as
follows:

     

    Salary.  Commencing
on January 1, 2009 and continuing for the employment period, the Executive shall
be compensated at an annual rate of US $120,000 (the “Annual Base Salary”),
which shall be payable in accordance with the normal payroll practices of the
Company.  The Executive’s performance and compensation will be
reviewed annually.  The Executive shall receive a grant of shares of
KAL Energy, Inc. for every month under employment at the prevailing market rate
that would be equivalent to $5,000 per month.

     

    2.           Counterparts.  This
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which shall constitute one
Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Terms and Conditions of the
Agreement.  Except as specifically amended by this Amendment,
all terms and conditions of the Agreement shall remain in full force and
effect.

     

    [Remainder
of Page Intentionally Left Blank; Signature Pages Follow]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, this Amendment is executed by the undersigned as of the date
first written above.

     

     

    
      
        
          
            
              	 	KAL:	 
	 	 	 
	 	KAL
      Energy, Inc.	 
	 	 	 	 
	 	 	 	 
	 	
                      By:
      

                    	 	 
	 	Its:	 	 
	 	 	 	 


            

          

        

      

    

     

    
       

      
        
          
            
              
                	 	EXECUTIVE:	 
	 	 	 
	 	Andrew
      Caminschi	 
	 	 	 	 
	 	 	 	 
	 	
                        By:
      

                      	Andrew
      Caminschi