Filed by sedaredgar.com - Euoko Group, Inc. - Exhibit 10.1






THIS AMENDMENT AGREEMENT (“Agreement”) is made as of the
19th day of December, 2008. 

BETWEEN: 

EUOKO, INC., a company
incorporated under the laws of Canada, having its head office at 535-67 Mowat
Avenue, Toronto, ON, M6K 3E3 

(hereafter referred to as the “Employer”) 

AND: 

BRANDON C. TRUAXE,
Businessperson, of Toronto, ON 

(hereafter referred to as the “Executive”) 

WHEREAS: 

1. The Executive is a shareholder of
the Employer and has been employed in the business operated by the Employer
known as Euoko, Inc. (the "Business"); 

2. The Executive and the Employer,
referred to collectively as the “Parties”, entered into an Executive Agreement
(“Original Executive Agreement”) dated the 24th day of October, 2006; 

3. The Original Executive Agreement
required that the Executive receives specific remuneration and benefits
(“Remuneration”) from the Employer;

4. The Parties acknowledge that,
because of the Employer’s growth and the corresponding cash demands, the
Executive has so far not been paid the majority of the Remuneration required in
the Original Executive Agreement, though the Employer has accrued the
Remuneration in its financial statements; 

5. The Executive wishes to engage in
other ventures in various capacities to earn alternate income in temporary
absence of said Remuneration, while the Executive remains in employment of the
Employer;

6. The Parties acknowledge that full
payment of the said Remuneration to the Executive in short term is unlikely and
that the Executive’s engagement in other ventures is essential for the Executive
to continue being employed by the Employer;

Now, therefore, the Parties wish to amend the terms of the
Original Executive Agreement as follows:




1. Recitals 

The Parties acknowledge and agree that the recitals set forth
above are true and correct, and agree that they shall be incorporated into, and
form a part of, this Agreement. 

2. No Relocation Possibility 

The Parties wish to replace the words from section 2 (4) of the
Original Executive Agreement,

“In addition, the Executive agrees
that the location of his employment may be changed unilaterally by the Employer
as it deems appropriate, but only with a written notice no later than six months
prior to the intended date of such relocation. Should the Employer require a
major change in the location of the Executive's employment, the Executive will
be eligible for reimbursement of reasonable expenses associated with the
relocation, as mutually agreed to by the Executive and the Employer at the time
of the relocation. The Executive agrees that any of the changes which may occur
pursuant to this clause (4) will not affect or change any other part of this
agreement.”,

with the words,

“The Executive and the Employer
agree that the location of the Executive’s employment may be changed only with a
written agreement mutually accepted by both the Executive and the
Employer.”.

3. Employment Exclusivity 

The Parties wish to delete the following words from section 2
(5) of the Original Executive Agreement:

“The parties agree that the
Executive will be employed on a full-time basis for the Employer and that the
Executive will devote himself exclusively to the Employer's business and will
not be employed or engaged in any capacity in any other business without the
prior written approval of the Employer.” 

4. Confidential Information, Intellectual Property,
Non-Solicitation and Non-Competition

(a) The Parties wish to delete the following sections from the
Original Executive Agreement: 

4. Confidential Information and
Intellectual Property 
5. Non-Competition 




6. Non Solicitation 
6.
Injunctive Relief

In particular, the Parties agree that the Executive may engage
in other ventures, that such engagement may demand time and focus from the
Executive and that such engagement may utilize creative concepts, conceptualized
by the Executive, that may be similar to concepts conceptualized by the
Executive in the past, including during the Executive’s employment by the
Employer, subject to sections 3 (b) and 3 (c) of this Agreement.

(b) The Executive agrees not to engage in a venture that
competes directly with the business of the Employer. The Parties acknowledge
that the Employer is engaged in the business of luxury skin care and, for the
purpose of this Agreement, a venture is considered to compete with the business
of the Employer if such venture meets one or both of the criteria below: 

i. the venture develops, markets or
distributes cosmetic products the average of whose recommended per-unit retail
price is an amount greater than $100 Canadian Dollars;

ii. the venture develops, markets or
distributes cosmetic products that are sold at only one or more retailers that
offer the Employer’s products for retail as of the date of this Agreement, and
at no other retailers.

(c) The Executive further agrees that during employment
pursuant to this Agreement and for a period of 12 months following termination
of employment, however caused, he will not hire or take away or cause to be
hired or taken away any employee of the Employer for the purposes of employment
in any business related to or competitive with the business of the Employer.


IN WITNESS WHEREOF the parties have duly executed this
agreement this 19th of December, 2008. 

THE EXECUTIVE 

SIGNED, SEALED AND DELIVERED 
by Brandon C. Truaxe in the
presence of: 

	 	 ] 	 
		 ] 	 
		 ] 	 
	Signature of Witness 	 ] 	Brandon C. Truaxe 
		 ] 	 
	  	 ] 	
	Name of Witness (please print) 	 ] 	Date 
		 ]	 







	  	] 	 
	Address of Witness (please print) 	] 	 
	  	] 	 
	  	] 	 
	Occupation of Witness (please print) 	  	 


THE EMPLOYER 

 

	 	 	 
	 	 	 
	BRANDON C. TRUAXE, President and CEO 	 	Date 
	 	 	 
	 	 	 
	 	 	 
	BRANDON C. TRUAXE, Director 	 	Date 
	 	 	 
	 	 	 
	 	 	 
	JULIO A. TORRES LOPEZ, Director 	 	Date