f8k06290710vi_speedhaul.htm


    Exhibit
      10.6

     

    AMENDED
      AND RESTATED CONSULTING SERVICES AGREEMENT

    by
      and among

    SPEEDHAUL
      HOLDINGS, INC.

    GOLD
      HORSE INTERNATIONAL, INC.

    GLOBAL
      RISE INTERNATIONAL LIMITED

    INNER
      MONGOLIA JIN MA HOTEL COMPANY LIMITED ("IMJM HOTEL")

    and

    SHAREHOLDERS
      OF IMJM HOTEL

    (English
      Translation)

     

    This
      Amended and Restated Consulting Services Agreement (this “Agreement”) is
      dated June 29, 2007, and is entered into in Hohhot, China by and among Speedhaul
      Holdings, Inc. (OTCBB: SPEH) (“Speedhaul”), Gold Horse International,
      Inc. a company incorporated under the laws of the State of Nevada, the United
      States, (“Gold Horse”), Global Rise International Limited, a limited
      liability company organized under the laws of the Cayman Islands and
      wholly-owned subsidiary of Gold Horse (“Global Rise”) and Inner Mongolia
      Jin Ma Hotel Company Limited, a limited liability company organized under the
      laws of the PRC (“IMJM Hotel”), and the shareholders of IMJM Hotel. The
      parties to this Agreement are referred to collectively in this Agreement as
      the
“Parties”.

     

    RECITALS

    A.           Speedhaul
      is a public reporting corporation incorporated under the laws of the State
      of
      New Jersey, the United States.

    B.           Gold
      Horse is a Nevada corporation and wholly-owned subsidiary of Speedhaul, pursuant
      to a share exchange agreement under which the shareholders of Gold Horse and
      their assignees acquired 97% of the issued and outstanding shares of Speedhaul
      (the “Transaction”).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    C.           Global
      Rise is a wholly owned subsidiary of Gold Horse.

    D.           IMJM
      Hotel is a company incorporated in Inner Mongolia, China, and is engaged in
      hotel operation and management business (the “Business”);

    E.           The
      undersigned Shareholders of IMJM Hotel collectively own over 100% of the equity
      interests of IMJM Hotel.

    F.           Gold
      Horse and IMJM Hotel were previously parties to a Consulting Services Agreement
      dated August 31, 2006.

    G.           In
      connection with the Transaction, the parties wish to amend and restate the
      August 31, 2006 Consulting Services Agreement, which shall be amended and
      restated in its entirety in the form of this Agreement.

    H.           The
      Parties are entering into this Amended and Restated Consulting Services
      Agreement to define and set forth the business relationship among Speedhaul,
      Gold Horse, Global Rise, and IMJM Hotel, relating to IMJM Hotel’s
      operations.

    NOW
      THEREFORE, the Parties agree as follows:

    1.           DEFINITIONS

    1.1           In
      this Agreement the following terms shall have the following
      meanings:

    “Affiliate,”
      with respect to any Person, shall mean any other Person that directly or
      indirectly controls, or is under common control with, or is controlled by,
      such
      Person. As used in this definition, “control” shall mean possession, directly or
      indirectly, of power to direct or cause the direction of management or policies
      (whether ownership of securities or partnership or other ownership interests,
      by
      contract or otherwise).

    “Consulting
      Services Fee” shall be as defined in Section 3.1.

    “Indebtedness”
      shall mean, as to any Person, without duplication, (i) all indebtedness
      (including principal, interest, fees and charges) of such Person for borrowed
      money for the deferred purchase price of property or services, (ii) the face
      amount of all letters of credit issued for the amount of such Person and all
      drafts drawn thereunder, (iii) all liabilities secured by any Lien on any
      property owned by such Person, whether or not such liabilities have been assumed
      by such Person, (iv) the aggregate amount required to be capitalized under
      leases under which such Person is the lessee and (v) all contingent obligations
      (including, without limitation, all guarantees to third parties) of such
      Person.

     

     

    
      
        
        

      

      
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    “Lien”
      shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), preference, priority or other security
      agreement of any kind or nature whatsoever (including. without limitation,
      any
      conditional sale or other title retention agreement, any financing or similar
      statement or notice filed under recording or notice statute, and any lease
      having substantially the same effect as any of the foregoing).

    “Person”
      shall mean any individual, corporation, company, voluntary association,
      partnership, joint venture, trust, unincorporated organization, entity or other
      organization or any government body.

    “PRC”
      means the People’s Republic of China.

    “Quarterly
      Date” shall mean the last day of March, June, September and December in each
      year, the first of which shall be the first such day following the date of
      this
      Agreement; provided that if any such day is not a business day in the PRC,
      then
      such Quarterly Date shall be the next succeeding business day in the
      PRC.

    “Services”
      means the services to be provided under the Agreement by Global Rise to IMJM
      Hotel, as more specifically described in Section 2; in this Agreement a
      reference to a Section, unless the context otherwise requires, is a reference
      to
      a clause of this Agreement.

    1.2           The
      headings in this Agreement shall not affect the interpretation of this
      Agreement.


    2.           RETENTION
      AND SCOPE OF SERVICES

    2.1           IMJM
      Hotel hereby agrees to retain the services of Global Rise, and Global Rise
      accepts such appointment, to provide to IMJM Hotel services in relation to
      the
      current and proposed operations of IMJM Hotel’s business in the PRC upon the
      terms and conditions of this Agreement. The services subject to this Agreement
      shall include, without limitation:

     

     

    
      
        
        

      

      
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    (a)           General
      Business Operation.  Advice and assistance with respect to the
      operation and management of IMJM Hotel and its business, including the provision
      of consultancy services thereto.

    (b)           Human
      Resources.

    (i)           Advice
      and assistance with respect to the staffing of IMJM Hotel, including assistance
      in the recruitment, employment and retention of management personnel,
      administrative personnel and staff of IMJM Hotel;

    (ii)           Training
      of management, staff and administrative personnel;

    (iii)           Assistance
      in the development of sound payroll administrative controls in IMJM Hotel;
      and

    (iv)           Advice
      and assistance in the relocation of management and staff of IMJM
      Hotel.

    (c)           Other
      Services.  Such other advice and assistance as may be agreed upon
      by the Parties.

    2.2           Exclusive
      Services Provider.  During the term of this Agreement, Global Rise
      shall be the exclusive provider of the Services.  IMJM Hotel shall not
      seek or accept similar services from other providers unless the prior written
      approval is obtained from Global Rise.

    2.3           Intellectual
      Properties Related to the Services.  Global Rise shall own all
      intellectual property rights developed or discovered in the course of providing
      Services, or derived from the provision of the Services.  Such
      intellectual property rights shall include patents, trademarks, trade names,
      copyrights, patent application rights, copyright and trademark application
      rights, research and technical documents and materials, and other related
      intellectual property rights including the right to license or transfer such
      intellectual properties.   If IMJM Hotel must utilize any
      intellectual property, Global Rise agrees to grant an appropriate license to
      IMJM Hotel on terms and conditions to be set forth in a separate
      agreement.

    2.4           Pledge.  IMJM
      Hotel shall permit and cause IMJM Hotel’s shareholders to pledge their equity
      interests in IMJM Hotel to Global Rise as security for the payment of the
      Consulting Services Fee (as defined in Section 3.1) by IMJM Hotel to Global
      Rise.

     

     

    
      
        
        

      

      
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    3.           PAYMENT

    3.1           General.

                               (a)           
      In consideration of the Services provided by Global Rise hereunder, IMJM Hotel
      shall pay to Global Rise during the term of this Agreement a consulting services
      fee, equal to IMJM Hotel’s net profits, being the quarterly revenues after
      deduction of operating costs, expenses and taxes (the “Consulting Services
      Fee”). If the net profit is zero, IMJM Hotel is not required to pay the
      Consulting Services Fee; if IMJM Hotel sustains losses, all such losses will
      be
      carried over to next quarter and deducted from next quarter’s Consulting
      Services Fee. IMJM Hotel shall pay the Consulting Services Fee based on the
      quarterly financial statements provided under Section 5.1 below. Such quarterly
      payment shall be made within 15 days after receipt by Global Rise of the
      financial statements referenced above.

    (b)           IMJM
      Hotel will permit, from time to time during regular business hours as reasonably
      requested by Global Rise, or its agents or representatives (including
      independent public accountants, which may be IMJM Hotel’s independent public
      accountants): (i) to conduct periodic audits of books and records of IMJM Hotel,
      (ii) to examine and make copies of and abstracts from all books, records and
      documents (including, without limitation, computer tapes and disks) in the
      possession or under the control of IMJM Hotel (iii) to visit the offices and
      properties of IMJM Hotel for the purpose of examining such materials described
      in clause (ii) above, and (iv) to discuss matters relating to the performance
      by
      IMJM Hotel hereunder with any of the officers or employees of IMJM Hotel having
      knowledge of such matters. Global Rise may exercise the audit rights provided
      in
      the preceding sentence at any time, provided that Global Rise provides ten
      days
      written notice to IMJM Hotel specifying the scope, purpose and duration of
      such
      audit. All such audits shall be conducted in such a manner as not to interfere
      with IMJM Hotel’s normal operations.

     

     

     

    
      
        
        

      

      
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    3.2           IMJM
      Hotel shall not be entitled to set off any amount it may claim is owed to it
      by
      Global Rise against any Consulting Services Fee payable by IMJM Hotel to Global
      Rise unless IMJM Hotel first obtains Global Rise’s written consent.

    3.3           The
      Consulting Services Fee shall be paid in RMB by wire transfer to the bank
      account or accounts specified by Global Rise, as may be specified in writing
      from time to time.

    3.4           Should
      IMJM Hotel fail to pay all or any part of the Consulting Services Fee due to
      Global Rise in RMB under this Section 3 within the time limits stipulated,
      IMJM
      Hotel shall pay to Global Rise interest in RMB on the amount overdue based
      on
      the three (3) month lending rate for RMB announced by the Bank of China on
      the
      relevant due date.

    3.5           All
      payments to be made by IMJM Hotel hereunder shall be made free and clear of
      and
      without deduction for or on account of tax, unless IMJM Hotel is required to
      make such payment subject to the deduction or withholding of
      tax.


    4.           FURTHER
      TERMS OF COOPERATION

    4.1           All
      business revenue of IMJM Hotel shall be deposited in full by IMJM Hotel into
      the
      bank account(s) designated by Global Rise.


    5.           UNDERTAKINGS
      OF IMJM Hotel

    IMJM
      Hotel hereby agrees that, during the term of the Agreement:

    5.1           Information
      Covenants.  IMJM Hotel will furnish to Global Rise:

    5.1.1                      Preliminary
      Monthly Reports. Within five (5) days after the end of each calendar month
      the preliminary income statements, balance sheet and results of operations
      of
      IMJM Hotel, up to and as at the end of such calendar month, in each case
      prepared in accordance with the PRC generally accepted accounting principles
      and
      applied on a consistent basis.

    5.1.2                      Final
      Monthly Reports. Within ten (10) days after the end of each calendar month,
      a final report from IMJM Hotel as to its financial condition, consisting of
      income statements, balance sheet and results of operations of IMJM Hotel, up
      to
      and as at the end of such calendar month and for the elapsed portion of the
      relevant financial year, setting forth in each case in comparative form figures
      for the corresponding period in the preceding financial year, in each case
      prepared in accordance with the PRC generally accepted accounting principles
      and
      applied on a consistent basis.

     

     

    
      
        
        

      

      
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    5.1.3                      Quarterly
      Reports. As soon as available and in any event  within thirty (30)
      days after each Quarterly Date (as defined below), unaudited consolidated
      balance sheet, consolidated statements of operations, statements of cash flows
      and changes in the financial condition of IMJM Hotel and its subsidiaries,
      if
      any, for such quarterly period and for the period from the beginning of the
      relevant fiscal year to such Quarterly Date, setting forth in each case actual
      versus budgeted comparisons and in comparative form the corresponding
      consolidated figures for the corresponding period in the preceding fiscal year,
      accompanied by a certificate of the chief financial officer of IMJM Hotel,
      which
      certificate shall state that said financial statements fairly present the
      consolidated financial condition and results of operations, as the case may
      be,
      of IMJM Hotel and its subsidiaries, if any, in accordance with U.S. general
      accepted accounting principles applied on a consistent basis as at the end
      of,
      and for, such period (subject to normal year-end audit adjustments and the
      preparation of notes for the audited financial statements).

    5.1.4                      Annual
      Audited Accounts. Within six (6) weeks of the end of the fiscal year, the
      annual audited accounts of IMJM Hotel to which they relate (setting forth in
      each case in comparative form the corresponding figures for the preceding
      financial year), in each case prepared in accordance with, among others, the
      U.S. generally accepted accounting principles and applied on a consistent
      basis.

    5.1.5                      Budgets.
      At least 90 days before the first day of each fiscal year of IMJM Hotel, a
      budget in a form satisfactory to Global Rise (including budgeted statements
      of
      income and sources and uses of cash and balance sheets) prepared by IMJM Hotel
      for each of the four financial quarters of such fiscal year, accompanied by
      the
      statement of the chief financial officer of IMJM Hotel to the effect that,
      to
      the best of his knowledge, the budget is a reasonable estimate for the period
      covered thereby.

     

     

     

    
      
        
        

      

      
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    5.1.6                      Notice
      of Litigation. Promptly, and in any event within one (1) business day after
      an officer of IMJM Hotel obtains knowledge thereof, notice of (i) any litigation
      or governmental proceeding pending against IMJM Hotel which could materially
      adversely affect the business, operations, property, assets, condition
      (financial or otherwise) or prospects of IMJM Hotel and (ii) any other event
      which is likely to materially adversely affect the business, operations,
      property, assets, condition (financial or otherwise) or prospects of IMJM
      Hotel.

    5.1.7    Other
      Information.  From time to time, such other information or
      documents (financial or otherwise) as Global Rise may reasonably
      request.

    5.2     Books,
      Records and Inspections.  IMJM Hotel shall keep proper books of
      record and account in which full, true and correct entries in conformity with
      generally accepted accounting principles in the PRC; provided, however, that
      such books and records shall also meet the requirements of US generally accepted
      accounting principles to the extent necessary to prepare the reports described
      above in Sections 5.1.3 and 5.1.4. IMJM Hotel will permit officers and
      designated representatives of Global Rise to visit and inspect, under guidance
      of officers of IMJM Hotel, any of the properties of IMJM Hotel, and to examine
      the books of record and account of IMJM Hotel and discuss the matters, finances
      and accounts of IMJM Hotel with, and be advised as to the same by, its and
      their
      officers, all at such reasonable times and intervals and to such reasonable
      extent as Global Rise may request.

    5.3           Corporate
      Franchises.  IMJM Hotel will do or cause to be done, all things
      necessary to preserve and keep in full force and effect its existence and its
      material rights, franchises and licenses.

    5.4     Compliance
      with Statutes, etc.  IMJM Hotel will comply with all applicable
      statutes, regulations and orders of, and all applicable restrictions imposed
      by,
      all governmental bodies, in respect of the conduct of its business and the
      ownership of its property, including without limitation maintenance of valid
      and
      proper government approvals and licenses necessary for the operation of its
      business, such that there shall not be a material adverse effect on the
      business, operations, property, assets, condition (financial or otherwise)
      or
      prospects of IMJM Hotel.

     

     

     

    
      
        
        

      

      
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    6.           NEGATIVE
      COVENANTS

    IMJM
      Hotel covenants and agrees that, during the term of this Agreement, without
      the
      prior written consent of Global Rise:

    6.1           Equity.  IMJM
      Hotel will not issue, purchase or redeem any equity or debt securities of IMJM
      Hotel.

    6.2           Liens.  IMJM
      Hotel will not create, incur, assume or suffer to exist any Lien upon or with
      respect to any property or assets (real or personal, tangible or intangible)
      of
      IMJM Hotel whether now owned or hereafter acquired, provided that the provisions
      of this Section 6.2 shall not prevent the creation, incurrence, assumption
      or
      existence of:

    6.2.1                      Liens
      for taxes not yet due, or Liens for taxes being contested in good faith and
      by
      appropriate proceedings for which adequate reserves have been established;
      and

    6.2.2                      Liens
      in respect of property or assets of IMJM Hotel imposed by law, which were
      incurred in the ordinary course of business, and (x) which do not in the
      aggregate materially detract from the value of such property or assets or
      materially impair the use thereof in the operation of the business of IMJM
      Hotel
      or (y) which are being contested in good faith by appropriate proceedings,
      which
      proceedings have the effect of preventing the forfeiture or sale of the property
      of assets subject to any such Lien.

    6.3           Consolidation,
      Merger, Sale of Assets, etc.  IMJM Hotel will not wind up,
      liquidate or dissolve its affairs or enter into any transaction of merger or
      consolidation, or convey, sell, lease or otherwise dispose of (or agree to
      do
      any of the foregoing at any future time) all or any part of its property or
      assets, or purchase or otherwise acquire (in one or a series of related
      transactions) any part of the property or assets (other than purchases or other
      acquisitions of inventory, materials and equipment in the ordinary course of
      business) of any Person, except that (i) IMJM Hotel may make sales of inventory
      in the ordinary course of business and (ii) IMJM Hotel may, in the ordinary
      course of business, sell equipment which is uneconomic or obsolete.

     

     

    
      
        
        

      

      
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    6.4           Dividends.  IMJM
      Hotel will not declare or pay any dividends, or return any capital, to its
      shareholders or authorize or make any other distribution, payment or delivery of
      property or cash to its shareholders as such, or redeem, retire, purchase or
      otherwise acquire, directly or indirectly, for a consideration, any shares
      of
      any class of its capital stock now or hereafter outstanding (or any options
      or
      warrants issued by IMJM Hotel with respect to its capital stock), or set aside
      any funds for any of the foregoing purposes.


    6.5           Leases.  IMJM
      Hotel will not permit the aggregate payments (including, without limitation,
      any
      property taxes paid as additional rent or lease payments) by IMJM Hotel under
      agreements to rent or lease any real or personal property to exceed US$100,000
      in any fiscal year of IMJM Hotel.

    6.6           Indebtedness.  IMJM
      Hotel will not contract, create, incur, assume or suffer to exist any
      indebtedness, except accrued expenses and current trade accounts payable
      incurred in the ordinary course of business, and obligations under trade letters
      of credit incurred by IMJM Hotel in the ordinary course of business, which
      are
      to be repaid in full not more than one (1) year after the date on which such
      indebtedness is originally incurred to finance the purchase of goods by IMJM
      Hotel.

    6.7           Advances,
      Investment and Loans.  IMJM Hotel will not lend money or credit or
      make advances to any Person, or purchase or acquire any stock, obligations
      or
      securities of, or any other interest in, or make any capital contribution to,
      any other Person, except that IMJM Hotel may acquire and hold receivables owing
      to it, if created or acquired in the ordinary course of business and payable
      or
      dischargeable in accordance with customary trade terms.

    6.8           Transactions
      with Affiliates.  IMJM Hotel will not enter into any transaction
      or series of related transactions, whether or not in the ordinary course of
      business, with any Affiliate of IMJM Hotel, other than on terms and conditions
      substantially as favorable to IMJM Hotel as would be obtainable by IMJM Hotel
      at
      the time in a comparable arm’s-length transaction with a Person other than an
      Affiliate and with the prior written consent of Global Rise.

    6.9           Capital
      Expenditures.  IMJM Hotel will not make any expenditure for fixed
      or capital assets (including, without limitation, expenditures for maintenance
      and repairs which should be capitalized in accordance with generally accepted
      accounting principles in the PRC or in the United States) in excess of US
      $100,000, without the prior written consent of Global Rise.

     

     

     

    
      
        
        

      

      
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    6.10           Modifications
      to Debt Arrangements, Agreements or Articles of Association.  IMJM
      Hotel will not (i) make any voluntary or optional payment or prepayment on
      or
      redemption or acquisition for value of (including, without limitation, by way
      of
      depositing with the trustee with respect thereto money or securities before
      due
      for the purpose of paying when due) any existing Indebtedness or (ii) amend
      or
      modify, or permit the amendment or modification of, any provision of any
      existing Indebtedness or of any agreement (including, without limitation, any
      purchase agreement, indenture, loan agreement or security agreement) relating
      to
      any of the foregoing or (iii) amend, modify or change its Articles of
      Association or Business License, or any agreement entered into by it, with
      respect to its capital stock, or enter into any new agreement with respect
      to
      its capital stock.

    6.11           Line
      of Business.  IMJM Hotel will not engage (directly or indirectly)
      in any business other than those types of business prescribed within the
      business scope of IMJM Hotel’s business license except with the prior written
      consent of Global Rise.


    7.           TERM
      AND TERMINATION

    7.1           This
      Agreement shall take effect on the date of execution of this Agreement and
      shall
      remain in full force and effect unless terminated pursuant to Section
      7.2.

    7.2           This
      Agreement may be terminated by:

    (a)           either
      Party giving written notice to the other Party if the other Party has committed
      a material breach of this Agreement (including but not limited to the failure
      by
      IMJM Hotel to pay the Consulting Services Fee) and such breach, if capable
      of
      remedy, has not been so remedied within, in the case of breach of a
      non-financial obligation, 14 days, following receipt of such written
      notice;

    (b)           either
      Party giving written notice to the other Party if the other Party becomes
      bankruptcy or insolvent or is the subject of proceedings or arrangements for
      liquidation or dissolution or ceases to carry on business or becomes unable
      to
      pay its debts as they come due;

     

     

    
      
        
        

      

      
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    (c)  either
      Party giving written notice to the other Party if, for any reason, the
      operations of Global Rise are terminated;


    (d)           either
      Party giving written notice to the other Party if the business license or any
      other license or approval material for the business operations of IMJM Hotel
      is
      terminated, cancelled or revoked;

                   
      (e)           either
      Party giving written notice to the other Party if circumstances arise which
      materially and adversely affect the performance or the objectives of this
      Agreement; or

         
      (f)           election
      of Global Rise with or without reason.

     7.3      Any
      Party electing properly to terminate this Agreement pursuant to Section 7.2
      shall have no liability to the other Party for indemnity, compensation or
      damages arising solely from the exercise of such right. The expiration or
      termination of this Agreement shall not affect the continuing liability of
      IMJM
      Hotel to pay any Consulting Services Fees already accrued or due and payable
      to
      Global Rise. Upon expiration or termination of this Agreement, all amounts
      then
      due and unpaid to Global Rise by IMJM Hotel hereunder, as well as all other
      amounts accrued but not yet payable to Global Rise by IMJM Hotel, shall
      forthwith become due and payable by IMJM Hotel to Global Rise.


    8.           GLOBAL
      RISE’S REMEDY UPON IMJM HOTEL’S BREACH

    In
      addition to the remedies provided elsewhere under this Agreement, Global Rise
      shall be entitled to all the remedies permitted under PRC laws, including
      without limitation compensation for any direct and indirect losses arising
      from
      the breach and legal fees incurred to recover losses from such
      breach.


    9.           GOVERNING
      LAW AND JURISDICTION

    9.1           Governing
      Law.  This Agreement shall be governed by, and construed in
      accordance with, the laws of the PRC.

     

     

     

    
      
        
        

      

      
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    9.2           Arbitration.

    9.2.1                      Any
      dispute arising from, out of or in connection with this Agreement shall be
      settled through friendly consultations between the Parties. Such consultations
      shall begin immediately after one Party has delivered to the other Party a
      written request for such consultation. If within ninety (90) days following
      the
      date on which such notice is given, the dispute cannot be settled through
      consultations, the dispute shall, upon the request of any Party with notice
      to
      the other Party, be submitted to arbitration in PRC under the auspices of China
      International Economic and Trade Arbitration Commission (the
“CIETAC”).  The Parties shall jointly appoint a qualified
      interpreter for the arbitration proceedings and shall be responsible for sharing
      in equal portions the expenses incurred by such appointment.

    9.2.2                      Number
      and Selection of Arbitrators.  There shall be three (3)
      arbitrators. IMJM Hotel shall select one (1) arbitrator and Global Rise shall
      select one (1) arbitrator, and both arbitrators shall be selected within thirty
      (30) days after giving or receiving the demand for arbitration.  Such
      arbitrators shall be freely selected, and the Parties shall not be limited
      in
      their selection to any prescribed list. The chairman of the CIETAC shall select
      the third arbitrator. If a Party does not appoint an arbitrator who has
      consented to participate within thirty (30) days after the selection of the
      first arbitrator, the relevant appointment shall be made by the chairman of
      the
      CIETAC.

    9.2.3                      Language.  Unless
      otherwise provided by the arbitration rules of CIETAC, the arbitration
      proceeding shall be conducted in English. The arbitration tribunal shall apply
      the arbitration rules of the CIETAC in effect on the date of the signing of
      this
      Agreement. However, if such rules are in conflict with the provisions of this
      Section 9.2.3, including the provisions concerning the appointment of
      arbitrators, the provisions of this Section 9.2.3 shall prevail.

    9.2.4                      Cooperation;
      Disclosure.  Each Party shall cooperate with the other Party in
      making full disclosure of and providing complete access to all information
      and
      documents requested by the other Party in connection with such proceedings,
      subject only to any confidentiality obligations binding on such
      Parties.

    9.2.5                      Jurisdiction
      of the Arbitration Award Enforcement. The arbitration award shall be final
      and binding upon Parties. It may be entered into by any court having
      jurisdiction, or application may be made to such court for a judicial
      recognition of the award or any order of enforcement thereof.

     

     

    
      
        
        

      

      
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    9.3           Continuing
      Obligations.  During the period when a dispute is being resolved,
      the Parties shall in all other respects continue their implementation of this
      Agreement.


    11.           ASSIGNMENT

    IMJM
      Hotel shall not assign its rights and obligations under this Agreement to any
      third party without the prior written consent of Global Rise. IMJM Hotel hereby
      agrees that Global Rise may assign its rights and obligations under this
      Agreement at its discretion and such transfer shall only be subject to (a)
      unanimous consent of the Board of Directors of Speedhaul, and (b) a written
      notice sent to IMJM Hotel by Global Rise, and no any further consent from IMJM
      Hotel will be required.   Notwithstanding the foregoing, Global
      Rise may assign its rights and obligations under this Agreement to a
      wholly-owned foreign entity (“WOFE”) in the PRC that is a wholly-owned
      subsidiary of Global Rise, provided that such WOFE becomes a party to this
      Agreement.


    12.           NOTICES

    Notices
      or other communications required to be given by any party pursuant to this
      Agreement shall be written in English and Chinese and delivered personally
      or
      sent by registered mail or postage prepaid mail or by a recognized courier
      service or by facsimile transmission to the address of relevant each party
      or
      both parties set forth below or other address of the party or of the other
      addressees specified by such party from time to time. The date when the notice
      is deemed to be duly served shall be determined as the follows: (a) a notice
      delivered personally is deemed duly served upon the delivery; (b) a notice
      sent
      by mail is deemed duly served the tenth (10th) day after
      the
      date when the air registered mail with postage prepaid has been sent out (as
      is
      shown on the postmark), or the fourth (4th) day after
      the
      delivery date to the internationally recognized courier service agency; and
      (c)
      a notice sent by facsimile transmission is deemed duly served upon the receipt
      time as is shown on the transmission confirmation of relevant
      documents.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to Speedhaul, Gold Horse or Global Rise:

              
	 	 
	
                Address:

              	
                No.
                  31 Tongdao South Road, Huiming District

              
	 	
                Hohhot
                  City, Inner Mongolia, China 010030

              
	 	 
	
                Fax:

              	
                86
                  (471) 339-7016

              
	 	 
	
                If
                  to IMJM Hotel:

              
	 	 
	
                Address:

              	
                No.
                  31 Tongdao South Road, Huiming District

              
	 	
                Hohhot
                  City, Inner Mongolia, China 010030

              
	 	 
	
                Fax:

              	
                86
                  (471) 339-7016

              
	 	 
	
                If
                  to the Shareholders of IMJM Hotel:

              
	 	 
	
                Address:

              	
                c/o
                  Liankuan Yang

              
	 	
                No.
                  31 Tongdao South Road, Huiming District

              
	 	
                Hohhot
                  City, Inner Mongolia, China 010030

              
	 	 
	
                Fax:

              	
                86
                  (471) 339-7016

              


      

    

     

    13.           GENERAL

    13.1           The
      failure to exercise or delay in exercising a right or remedy under this
      Agreement shall not constitute a waiver of the right or remedy or waiver of
      any
      other rights or remedies and no single or partial exercise of any right or
      remedy under this Agreement shall prevent any further exercise of the right
      or
      remedy or the exercise of any other right or remedy.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

     

    13.2           Should
      any clause or any part of any Section contained in this Agreement be declared
      invalid or unenforceable for any reason whatsoever, all other clauses or parts
      of clauses contained in this Agreement shall remain in full force and
      effect.

    13.3           This
      Agreement constitutes the entire agreement between the Parties relating to
      the
      subject matter of this Agreement and supersedes all previous
      agreements.

    13.4           No
      amendment or variation of this Agreement shall be valid unless it is in writing
      and signed by or on behalf of each of the Parties.

    13.5           This
      Agreement shall be executed in two originals in Chinese.

    


    


    [SIGNATURE
      PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

     

    SIGNATURE
      PAGE

    


    IN
      WITNESS WHEREOF each party hereto has caused this Agreement duly
      executed by itself or a duly authorized representative on its behalf as of
      the
      date first written above.

    


    


    SPEEDHAUL:                           Speedhaul
      Holdings, Inc.

    


        By:
/s/
      Andrew
      Norins____________________

    Andrew
      Norins, Chief Executive
      Officer

    


    GOLD
      HORSE:                       Gold Horse
      International, Inc.

    


        By:
/s/
      Liankuan
      Yang____________________

    Liankuan
      Yang, Chief Executive
      Officer

    


    GLOBAL
      RISE:                       Global Rise
      International Limited

    


        By:
/s/
      Liankuan
      Yang____________________

    Liankuan
      Yang, Chief Executive
      Officer

    


    IMJM
      HOTEL:                   
Inner
      Mongolia
      Jin Ma Hotel Company Limited

    


        By:
/s/
      Liankuan
      Yang____________________

    Liankuan
      Yang, Chief Executive
      Officer

    


    


    


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
      PAGE FOR SHAREHOLDERS OF IMJM HOTEL

    


    


    SHAREHOLDERS
      OF IMJM HOTEL:

    


    /s/
      Yang Liankuan_________________

    By:
      Yang
      Liankuan

    (PRC
      ID
      Card No.: 150103570713017)

    Shares
      of
      IMJM Hotel owned by Yang Liankuan: 70%

    


    


    /s/
      Ma
      Runlan_____________________

    By:
      Ma
      Runlan

    (PRC
      ID
      Card No.: 150103600421102)

    Shares
      of
      IMJM Hotel owned by Ma Runlan: 15%.

    


    


    /s/
      Yang Yang_____________________

    By:
      Yang
      Yang

    (PRC
      ID
      Card No.: 150103820724052)

    Shares
      of
      IMJM Hotel owned by Yang Yang: 15%