f8k06290710vii_speedhaul.htm


    Exhibit
      10.7

    


    AMENDED
      AND RESTATED OPERATING 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 Operating 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 shareholders holding 100% outstanding
      shares of IMJM Hotel (the “Shareholders of IMJM Hotel”). The parties to
      this Agreement are referred to collectively herein 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 an Operating Agreement dated
      August 31, 2006.

    G.           In
      connection with the Transaction, the parties wish to amend and restate the
      August 31, 2006 operating 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 Operating 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, all parties of this Agreement hereby mutually agree as
      follows:

     

    
      	
              1.

            	
              Global
                Rise agrees, subject to the satisfaction of the relevant provisions
                by
                IMJM Hotel herein, as the guarantor for IMJM Hotel in the contracts,
                agreements or transactions in connection with IMJM Hotel’s operation
                between IMJM Hotel and any other third party, to provide full guarantee
                for the performance of such contracts, agreements or transactions
                by IMJM
                Hotel.  IMJM Hotel agrees, as a counter-guarantee, to pledge all
                of its assets, including accounts receivable, to Global
                Rise.  According to the aforesaid guarantee, Global Rise wishes
                to enter into written guarantee agreements with IMJM Hotel’s counter
                parties thereof to assume liability as the guarantor when and if
                needed;
                therefore, IMJM Hotel and Shareholders of IMJM Hotel shall take all
                necessary actions (including but not limited to executing and delivering
                relevant documents and filing of relevant registrations) to carry
                out the
                arrangement of counter-guarantee to Global
                Rise.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              In
                consideration of the requirement of Article 1 herein and assuring
                the
                performance of the Services Agreement between Global Rise and IMJM
                Hotel
                and the payment of the payables accounts by IMJM Hotel to Global
                Rise,
                IMJM Hotel together with the Shareholders of IMJM Hotel hereby jointly
                and
                severally agree that IMJM Hotel shall not conduct any transaction
                which
                may materially affects the assets, obligations, rights or the operations
                of IMJM Hotel (excluding the business contracts, agreements, sell
                or
                purchase assets during IMJM Hotel’s regular operation and the lien
                obtained by relevant counter parties due to such agreements) without
                prior
                written consent of Global Rise, including but not limited to the
                following:

            


    

     

    
      	
               

            	
              2.1

            	
              To
                borrow money from any third party or assume any
                debt;

            


    

     

    
      	
               

            	
              2.2

            	
              To
                sell, license, transfer, or acquire from or to any third party any
                asset
                or right, including but not limited to any plant, equipment, real
                property
                or personal property, or any intellectual property
                right;

            


    

     

    
      	
               

            	
              2.3

            	
              To
                provide any guarantees to any third parties using its assets or
                intellectual property rights or to provide any guaranty for any third
                party obligations;

            


    

     

    
      	
               

            	
              2.4

            	
              To
                assign to any third party any agreements related to the
                Business.

            


    

     

    
      	
               

            	
              2.5

            	
              To
                engage in any other business consulting agreements with any third
                party or
                to engage in any other business activities other than the
                Business.

            


    

    


    
      	
              3.

            	
              In
                order to ensure the performance of the Services Agreement between
                Global
                Rise and IMJM Hotel and the payment of the various payables by IMJM
                Hotel
                to Global Rise, IMJM Hotel together with the Shareholders of IMJM
                Hotel
                hereby jointly and severally agree to accept, from time to time,
                operation
                guidance set by Global Rise on, including but not limited to, business
                and
                marketing strategies, business planning, business operation guidance,
                the
                appointment and dismissal of its directors and officers, the hiring
                and
                firing employees, its daily operation of the Business, and its financial
                and budgeting system.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              IMJM
                Hotel together with the Shareholders of IMJM Hotel hereby jointly
                and
                severally agree that and the Shareholders of IMJM Hotel shall appoint
                the
                person recommended by Global Rise as the directors of IMJM Hotel,
                and IMJM
                Hotel shall appoint Global Rise’s senior managers as IMJM Hotel’s General
                Manager, Chief Financial Officer, and other senior officers. If any
                of the
                above senior officers resigns or is dismissed by Global Rise, he
                or she
                shall no longer be qualified to take any position as an officer or
                director of IMJM Hotel and IMJM Hotel shall appoint other senior
                officers
                of Global Rise recommended by Global Rise to take such position.
                The
                person recommended by Global Rise in accordance with this Article
                herein
                should comply with the stipulation on the qualifications of directors,
                General Manager, Chief Financial Officer, and other senior officers
                pursuant to applicable law.

            


    

     

    
      	
              5.

            	
              IMJM
                Hotel together with the Shareholders of IMJM Hotel, hereby jointly
                and
                severally agree and confirm that IMJM Hotel shall seek a guarantee
                from
                Global Rise prior to any attempt to obtain such guarantee from another
                party, if IMJM Hotel needs any guarantee for the performance of any
                contract, loan or financing transaction. In such case, Global Rise
                shall
                have the right but not the obligation to provide the appropriate
                guarantee
                to IMJM Hotel at its own discretion. If Global Rise decides not to
                provide
                such guarantee, Global Rise shall issue a written notice to IMJM
                Hotel as
                soon as practicable and IMJM Hotel may seek a guarantee from other
                third
                party.

            


    

     

    
      	
              6.

            	
              In
                the event that any of the agreements between Global Rise and IMJM
                Hotel
                terminate or expire, Global Rise shall have the right but not the
                obligation to terminate all agreements between Global Rise and IMJM
                Hotel
                including but not limited to the Services
                Agreement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Any
                amendment and supplement of this Agreement shall be made in writing
                signed
                by all parties and shall be subject to the prior unanimous consent of the
                members of the board of directors of Speedhaul. The amendment and
                supplement duly executed by all parties shall be deemed as a part
                of this
                Agreement and shall have the same legal effect as this
                Agreement.

            


    

     

    
      	
              8.

            	
              If
                any clause hereof is judged as invalid or non-enforceable according
                to
                applicable laws, such clause shall be deemed invalid only with respect
                to
                the affected clauses, and without affecting other clauses hereof
                in any
                way.

            


    

     

    
      	
              9.

            	
              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.

            


    

     

    
      	
              10.

            	
              All
                parties acknowledge and confirm that any oral or written materials
                communicated pursuant to this Agreement are confidential documents.
                All
                parties shall keep secret of all such documents and not disclose
                any such
                documents to any third party without prior written consent (except
                the
                written consent of the Shareholders of IMJM Hotel shall not be required)
                from other parties except under the following conditions: (a) such
                documents are known or shall be known by the public (excluding the
                receiving party discloses such documents to the public without
                authorization); (b) any documents disclosed in accordance with applicable
                laws or rules or regulations of stock exchange; (c) any documents
                required
                to be disclosed by any party to its legal counsel or financial consultant
                for the purpose of the transaction of this Agreement by any party,
                and
                such legal counsel or financial consultant shall also comply with
                the
                confidentiality as stated hereof. Any disclosure by employees or
                agencies
                employed by any party shall be deemed the disclosure of such party
                and
                such party shall assume the liabilities for its breach of contract
                pursuant to this Agreement. This Article shall survive termination
                of this
                Agreement.

            


    

     

    
      
        
        

      

      
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              11.

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

            


    

     

    
      	
              12.

            	
              The
                parties shall strive to settle any dispute arising from the interpretation
                or performance of this Agreement through friendly
                consultation.  In case no settlement can be reached through
                consultation, each party can submit such matter to China International
                Economic and Trade Arbitration Commission (“CIETAC”) for
                arbitration in accordance with its rules of CIETAC.  The
                arbitration proceedings shall take place in Beijing and shall be
                conducted
                in Chinese.  Any resulting arbitration award shall be final and
                conclusive and binding upon all the
                parties.

            


    

     

    
      	
              13.

            	
              This
                Agreement shall be executed by a duly authorized representative of
                each
                party as of the date first written above and become effective
                simultaneously.

            


    

     

    
      	
              14.

            	
              Notwithstanding
                Article 13 hereof, the parties confirm that this Agreement shall
                constitute the entire agreement of the Parties with respect to the
                subject
                matters therein and supersedes and replaces all prior or contemporaneous
                verbal and written agreements and
                understandings.

            


    

     

    
      	
              15.

            	
              The
                term of this agreement is ten (10) years unless early termination
                occurs
                in accordance with relevant provisions herein or in any other relevant
                agreements reached by all parties.  This Agreement may be
                extended only upon Global Rise’s written confirmation prior to the
                expiration of this Agreement and the extended term shall be determined
                by
                the Parties hereto through mutual consultation.  During the
                aforesaid term, if Global Rise or IMJM Hotel is terminated at expiration
                of the operation term (including any extension of such term) or by
                any
                other reason, this Agreement shall be terminated upon such termination
                of
                such party, unless such party has already assigned its rights and
                obligations in accordance with Article 9
                hereof.

            


    

     

     

    
      
        
        

      

      
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              16.

            	
              This
                Agreement shall be terminated on the expiration date unless it is
                renewed
                in accordance with the relevant provision herein.  During the
                valid term of this Agreement, this Agreement may not be terminated
                by IMJM
                Hotel.  Notwithstanding the above stipulation, and upon
                unanimous consent of the Board of Directors of Speedhaul, Global
                Rise
                shall have the right to terminate this Agreement at any time by issuing
                a
                thirty (30) days prior written notice to IMJM
                Hotel.

            


    

     

    
      	
              17.

            	
              This
                Agreement has been executed in duplicate originals, each Party has
                received one (1) duplicate original, and all originals shall be equally
                valid. This Agreement has both an English version and a Chinese version.
                Both versions are equally authentic. Where a comparison of the authentic
                texts of both versions of this Agreement renders a difference in
                meaning,
                the meaning which best reconciles the texts, having regard to the
                object
                and purpose of this Agreement shall be
                adopted.

            


    

     

    


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    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

    


    


    
      
        
        

      

      
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    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%

     

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