EXHIBIT 10.1 gep
capital group, ltd. January 22, 2010 Mr Yang Liankuan, Chairman 
Gold Horse International, Inc. 
c/o Jin Ma Group Co., Ltd. 
31, TongDao South Road, Huiming District 
Hohot, Inner Mongolia 
Peoples Republic of China Dear Mr Yang, For nearly five years, GEP has been a strong supporter
of Gold Horse International (GHII), and we continue to work with the Company to
assist its growth and support from US capital markets and shareholders. On
several occasions, we have suggested programs to enhance the value of the
Company. To date, few of these suggestions has been put in place, but we
understand that GHII has had limitations, especially cash outlay for such
programs. 1.
 Purpose of Engagement.
 GEP will assist the Company by acting as its Financial Consultant in
 connection with the Companys business activities, assisting the Company in
 accomplishing its business objectives and maximizing shareholder value. The
 ultimate goal is for the Company to move to a senior stock exchange and
 obtain additional funding for its growth and expansion.2.
 Term and Termination of Engagement.
 The term (Term) of GEPs exclusive engagement will begin on the date hereof
 and end on the earlier of: (1) twelve (12) months from the joint signature
 date of this Agreement as appearing on page 6 ; or (2) written notice of
 termination by the Company, but not sooner than 90 days from the joint
 signature date of this Agreement as appearing on page 6.3.
 Services. GEP
 will provide its services as the Companys Financial Consultant, on a best
 efforts basis, and furnish the following services, with no cash outlay
 required by the Company:a)
 Assist the Company in the revamping and maintaining
 a new, completely redesigned website, with updated features and information
 for the Company. This website could attract new investors and investment
 groups by putting a modern and attractive face on GHII. A website is a
 companys business card, and the GHII website is badly outdated and in need
 of a facelift. GEP will work cooperatively with the Investor Relations firm
 to achieve this goal. The Investor Relations firm, under contract to GHII, is
 responsible for the design, maintenance and updating of the website. GEP will
 work cooperatively with the Investor Relations firm on this project at no
 cost to the Company.b)
 Move the Company to a senior stock exchange by
 working with an Investment Banker and US law firm. This is a costly and
 time-consuming process, but the Company will not bear any expenses, which
 shall be paid by GEP. The target stock price, upon a reverse split of the
 stock outstanding, would be a minimum of USD four dollars ($4.00). In
 summary, GEP will bear the legal costs of uplisting GHII to a senior
 exchange.    gep
capital group, ltd.

c)
 Design, organize and schedule a road show, once GHII
 moves to Nasdaq or AMEX or other senior stock exchange. The purpose of this
 promotion would be to secure additional financing of $6 million USD or more
 under favorable terms and conditions. If the Company sends its senior management,
 including its CEO and CFO, on the entire road show in the US, GEP will be
 responsible for all cost related to the road show.4.
 In connection with Consulting
 Services:a)
 Assist with the strategic analysis of the Companys
 business objectives and specific advice given on balancing these objectives
 with the expectations of the financial markets;b)
 Assist in the preparation and implementation of a
 strategic plan for the Company, with a view towards enabling the Company to
 achieve its financial goals;c)
 Assist with the development and implementation of
 moving GHII to a senior stock exchange.5.
 In connection with the Private
 Placement:a)
 The Company will engage GEP as its exclusive source
 and selector of a private Placement Agent and lead manager in connection with
 any such private placement. GEP will engage a licensed Broker Dealer as the
 Placement Agent on behalf of the Company.b)
 The Company expects to undertake a private placement
 offering, which will consist of $6,000,000 USD in gross proceeds. The Private
 Placement Offering (PPO) document will set a minimum and maximum investment
 total at which level funds will be transferred to the Company; this minimum
 and maximum level will be determined by the Company in concert with the
 authorized PPO agent.c)
 The closing of the initial private placement shall
 occur after completion of a road show in the United States, under the control
 and direction of GEP. The Company will give its full cooperation and support
 to this strategy.d)
 Assist the Company and its legal counsel in
 negotiations with Prospective Investors and in the preparation of marketing
 materials to describe the Company, the Securities and/or the private
 placement and any other documentation necessary to complete the private
 placement (collectively, the Offering Documents);e)
 Advise the Company specifically on the terms,
 conditions and structure of the securities and the suitable pricing, timing
 and size for the private placement (the Offering);gep
capital group, ltd.

f)
 Assist the Company with the identification and
 negotiation of prospective purchasers of the securities (the Prospective
 Investors) in the qualifying jurisdictions, on a best-efforts basis.4.
 Fees. Except
 as otherwise provided herein, during the term of this Agreement, in
 consideration for the services described above, GEP shall be entitled to
 receive, and the Company agrees to pay to GEP, the following compensation:a)
 Placement Agents Fee.
 The Company shall pay to the Placement Agent, chosen by GEP, a cash placement fee (the Placement
 Agents Fee) equal to eight percent (8%) of the aggregate purchase price
 paid by each purchaser of Securities that are placed in the Offering by the
 Placement Agent. The Placement Agents Fee shall be paid at the closing of
 the Offering (the Closing) from the gross proceeds of the Securities sold.
 GEP and the Company shall each be authorized to utilize sub-placement agents
 and finders in its discretion, provided that GEP agree on who shall be
 utilized, such agreement not to be unreasonably withheld, and provided
 further that the use of any sub-Placement Agent by GEP shall not increase any
 fees (including cash or warrants) or expenses payable by the Company under
 this Agreement.b)
 Warrants. As
 additional compensation for the Services, the Company shall issue to GEP or
 its designees at the closing of the Offering (the Closing), warrants (the
 GEP Warrants) to purchase that number of shares of common stock of the
 Company (Shares) equal to ten (10%) of the aggregate number of Shares
 placed in the Offering by GEP. The GEP Warrants shall have the same terms,
 including exercise price and registration rights, as the warrants issued to
 investors (Investors) in the Offering. If no warrants are issued to
 Investors, the GEP Warrants shall have an exercise price equal to 120% of the
 price at which Shares are issued to Investors, an exercise period of five
 years and registration rights for the Shares underlying the GEP Warrants
 equivalent to those granted with respect to the Shares. To clarify, the GEP
 Warrants will be transferred in whole or in part to the Placement Agent;
 there will be no additional warrants beyond those described in this paragraph
 to secure the required funding.c)
 Consulting Fees.
 GEP will receive 3 million restricted common shares of GHII, issued upon the
 execution of this Agreement. The Company will have no additional cost to
 complete the suggested programs, until it receives additional funding of $6
 million USD, at which time standard investment banking fees (see a and b
 above) will be deducted from the gross funds by the placement agent.GHII Stock Certificate issued to:
 GEP Capital Group, Ltd. 
 5030 Champion Blvd. 
 Building G6, Suite 308 
 Boca Raton, Florida 33496 
 United States of Americagep
capital group, ltd.

5.
 Obligations.a)
 Costs.GEP shall
 bear the costs of all Chinese and Western legal work, related to the reverse
 stock split, the moving GHII to a senior exchange, assisting with the
 creation and maintenance of a new website, and related programs.b)
 Chinese Government Approvals.
 The Company must maintain all Chinese Government approvals, permits,
 certificates, Circular 10, SAFE 75 and Circular 106 compliance/approvals,
 legal opinions, etc. and any additional approvals necessary to execute the
 Private Placement. Any costs related to meeting these governmental
 regulations shall be borne fully by the Company.c)
 Use of Proceeds.The
 Company and GEP shall agree to a detailed use of proceeds to be furnished by
 the Company, including but not limited to the following:(i) Investor Relations Program. From the offering
 proceeds, GHII agrees to engage a qualified Investor Relations firm for the
 ensuing 2 years of operation. The Investor Relations firm engaged by GHII
 must meet the approval and requirements of the Investment Banker. GHII must
 remain current in its obligations and commitments to the Investor Relations
 firm at all times during the term of its contract with that firm.(ii) Use of Proceeds Presentation. Company will
 devise a detailed explanation of Use of Proceeds to grow and expand the
 Company. GHII management will work closely with its Chief Financial Officer,
 GEP and the Investment Banker to devise such a presentation for Use of
 Proceeds. The Investment Banker has final approval of the Use of Proceeds
 plan.-Balance of this
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gep
capital group, ltd.

If you are in agreement with the foregoing Agreement,
please sign, date and return via email or fax to GEP at your earliest
convenience.

AGREED AND ACCEPTED BY:

GEP Capital Group, Ltd.
 
 Gold Horse International, Inc.By:
 /s/ Tan Shaohua
 
 By:
 /s/ Yang Lian KuanTan ShaohuaDirector
 
 Yang Lian Kuan ChairmanDate: January 28th, 2010
 
 Date: January 28th, 2010