ex10_1.htm


  
    exhibit
10.1

    


    Songzai
International Holding Group, Inc.

    17890
Castleton Street, Suite 112

    City
of Industry, California 91748

    


    


    February
__, 2009

    


    [ Name
]

    [ Address
]

    


    Re:               
 Board of
Directors - Offer Letter

    


    Dear Mr.
[ _____ ]:

    


    Songzai
International Holding Group, Inc., a Nevada corporation (the “Company”), is
pleased to offer you a director position on its Board of Directors (the
“Board”).

    


    Should
you choose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company (the “Agreement”) and
contains all the terms and conditions relating to the services you are to
provide.

    


    1.            Term. This Agreement shall be for
the ensuing year, commencing on February __, 2009 (the “Effective Date”). Your
term as director shall continue until your successor is duly elected and
qualified. The position shall be up for re-election each year at the annual
shareholder’s meeting in accordance with the Company’s by-laws, and the terms
and provisions of this agreement shall remain in full force and effect unless
you resign from or are not re-elected to or are dismissed from the position or
unless otherwise revised on such terms as mutually agreed to by you and the
Company.

    


    2.            Services. You shall render services as
a member of the Board, as well as a member of the Board’s audit committee in the
capacities of the audit committee’s chairman and “audit committee financial
expert” as that term is defined under Item 407(d)(5)(ii) of Regulation S-K,
(hereinafter your “Duties”). During the term of this Agreement, you shall attend
and participate in such number of meetings of the Board and of the committee(s)
of which you are a member as regularly or specially called in accordance with
the terms of the Company’s by-laws and/or the committee charters. You may attend
and participate at each such meeting, via teleconference, video conference or in
person. You shall consult with the other members of the Board and committee(s)
regularly and as reasonably necessary via telephone, electronic mail or other
reasonable forms of correspondence.

    


    3.            Services
for Others. You
will be free to represent or perform services for other persons during the term
of this Agreement. However, you agree that you do not presently perform and do
not intend to perform, during the term of this Agreement, similar Duties,
consulting or other services for companies whose businesses are or would be, in
any way, directly competitive with the Company (except for companies previously
disclosed by you to the Company in writing). Should you propose to perform
similar Duties, consulting or other services for any such company, you agree to
notify the Company in writing in advance (specifying the name of the
organization for whom you propose to perform such services) and to provide
information to the Company sufficient to allow it to determine if the
performance of such services would conflict with areas of interest to the
Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.            Compensation. In consideration for your
service as a member of the Board, you shall receive cash compensation of $30,000
per calendar year of service, payable on a quarterly basis by the fifteenth of
each February, May, August and November of each year, and prorated for partial
time periods. Additionally, you shall, for each year of service, be granted an
option (the “Option”) under the Company’s 2009 Stock Option/Stock Issuance Plan
to purchase up to 20,000 shares of the Company’s common stock, $0.001 par value,
at a price per share equal to the market closing price of the common stock on
the Option grant date exercisable for a period of five (5) years from the Option
grant date, and for each successive option grant the per share exercise price
shall be equal to the market closing price of the common stock on the Option
grant date of the renewal of the service as independent director. The Option
shall be granted pursuant to, and the terms and conditions of the Option shall
be set forth in, an option agreement entered into between you and the Company
and Employee as of the Effective Date. The Company agrees to reimburse all of
your travel, hotel, car rental, meals and other reasonable expenses relating to
your attendance at meetings of the Board. In addition, the Company agrees to
reimburse you for reasonable expenses that you incur in connection with the
performance of your duties as a director of the Company, provided that you shall
seek the Company’s approval prior to the incurrence of any such expenses
exceeding $500. All payments to you shall be exclusive of all taxes and, in the
event that Company is required to deduct any amount in respect of any taxes,
Company shall make you whole by paying such amount so that the amount you
receive shall not be less than the amount set forth above.

    


    Your
compensation as a director in any future periods is subject to the determination
of the Board, and may differ in future periods should you continue to serve on
the Board but shall be no less than $30,000 annually.

    


    5.            D&O
Insurance Policy. You shall be included as an insured under such
directors’ and officers’ liability insurance (the “D&O Insurance”) that the
Company, at its sole discretion, maintains in an amount in coverage and with a
carrier as determined in the Board’s discretion; provided, however, that the
foregoing shall not be construed as obligating the Company to maintain any
directors’ and officers’ liability insurance. The Company represents that it
currently has D&O coverage in an amount not less than $5 million to cover
you as a named insured, and the Company further agrees that it will inform you
in advance of the cancellation or expiration, without replacement, of its
current D&O Insurance policy. The Company agrees that D&O Insurance
coverage is a substantive condition to your acceptance of your position as a
member of the Board, and that, in the event such policy expires or is terminated
without being replaced by a policy from a reasonable carrier, you may, without
liability to the Company; terminate your relationship with the
Company.

    


    6.            No
Assignment.
Because of the personal nature of the services to be rendered by you, this
Agreement may not be assigned by you without the prior written consent of the
Company.

     

    7.            Confidential
Information; Non-Disclosure. In consideration of your
access to the premises of the Company and/or you access to certain Confidential
Information of the Company, in connection with your business relationship with
the Company, you hereby represent and agree as follows:

    


    a.            Definition. For purposes of this
Agreement the term “Confidential Information” means:

    


    i.    Any information which
the Company possesses that has been created, discovered or developed by or for
the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; or

    


    ii.    Any information which is
related to the business of the Company and is generally not known by non-Company
personnel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    iii.    By way of illustration,
but not limitation, Confidential Information includes trade secrets and any
information concerning products, processes, formulas, designs, inventions
(whether or not patentable or registrable under copyright or similar laws, and
whether or not reduced to practice), discoveries, concepts, ideas, improvements,
techniques, methods, research, development and test results, specifications,
data, know-how, software, formats, marketing plans, and analyses, business plans
and analyses, strategies, forecasts, customer and supplier identities,
characteristics and agreements.

    


    b.            Exclusions. Notwithstanding the
foregoing, the term Confidential Information shall not include:

    


    i.    Any information which
becomes generally available to the public other than as a result of a breach of
the confidentiality portions of this agreement, or any other agreement requiring
confidentiality between the Company and you;

    


    ii.    Information received
from a third party in rightful possession of such information who is not
restricted from disclosing such information; and

    


    iii.    Information known by you
prior to receipt of such information from the Company, which prior knowledge can
be documented.

    


    c.            Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you
receive any such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be deemed to have
received the express written consent of the Company. In the event that you
receive any such documents or items, other than through personal delivery as
described in the preceding sentence, you agree to inform the Company promptly of
your possession of such documents or items. You shall promptly return any such
documents or items, along with any reproductions or copies to the Company upon
the Company’s demand or upon termination of this agreement.

    


    d.            No
Disclosure. You
agree that you will hold in trust and confidence all Confidential Information
and will not disclose to others, directly or indirectly, any Confidential
Information or anything relating to such information without the prior written
consent of the Company, except as maybe necessary in your reasonable judgment in
the course of your business relationship with the Company. You further agree
that you will not use any Confidential Information without the prior written
consent of the Company, except as may be necessary in your reasonable judgment
in the course of your business relationship with the Company, and that the
provisions of this paragraph (d) shall survive termination of this
agreement.

     

    8.            Entire
Agreement; Amendment; Waiver. This Agreement expresses the
entire understanding with respect to the subject matter hereof and supersedes
and terminates any prior oral or written agreements with respect to the subject
matter hereof. Any term of this Agreement may be amended and observance of any
term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party
shall not be construed as a waiver of any subsequent breach or failure of the
same term or condition or waiver of any other term or condition of this
Agreement. The failure of any party at any time to require performance by any
other party of any provision of this Agreement shall not affect the right of any
such party to require future performance of such provision or any other
provision of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.            Governing
Law. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Nevada applicable to contracts made and to be performed in
such state without giving effect to the principles of conflicts of
laws.

    


    [Remainder
of the Page Intentionally Blank]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

     

    
      
        
          
            
              	 
      	
                      Sincerely,

                    	 
	 
      	 
      	 
	 
      	
                      SONGZAI
      INTERNATIONAL

                      HOLDING
      GROUP, INC.

                    	 
	 
      	 
      	 
      	 
	 
      	
                      By:  

                    	 
      	 
	 
      	
                      Name:
      Hongwen Li

                    	 
	 
      	
                      Title:   Chief
      Executive Officer 

                    	 


            

          

        

      

    

    


    AGREED
AND ACCEPTED: