f8k06290710xi_speedhaul.htm


    
      Exhibit
        10.11

       

      AMENDED
        AND RESTATED CONSULTING SERVICES AGREEMENT

      by
        and among

      SPEEDHAUL
        HOLDINGS, INC.

      GOLD
        HORSE INTERNATIONAL, INC.

      GLOBAL
        RISE INTERNATIONAL LIMITED

      INNER
        MONGOLIA JIN MA REAL ESTATE DEVELOPMENT COMPANY LIMITED (“IMJM REAL
        ESTATE”)

      and

      SHAREHOLDERS
        OF IMJM REAL ESTATE

      (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 Real Estate Development Company Limited, a limited liability company
        organized under the laws of the PRC (“IMJM Real Estate”), with a
        registered address at No 44, Tongdao Road, South, Hui Ming District, Hohhot
        City, Inner Mongolia, China 010030. 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
        Real Estate is a company incorporated in Inner Mongolia, China, and is engaged
        in real estate development business (the “Business”);

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

      F.           Gold
        Horse and IMJM Real Estate 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 Real Estate, relating to IMJM Real Estate’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.

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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

      (b)           Human
        Resources.

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

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

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

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

      (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 Real Estate
        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 Real Estate must utilize any
        intellectual property, Global Rise agrees to grant an appropriate license
        to
        IMJM Real Estate on terms and conditions to be set forth in a separate
        agreement.

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

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3.           PAYMENT

      3.1           General.

                            (a)           In
        consideration of the Services provided by Global Rise hereunder, IMJM Real
        Estate shall pay to Global Rise during the term of this Agreement a consulting
        services fee, equal to IMJM Real Estate’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 Real Estate is not required to
        pay the Consulting Services Fee; if IMJM Real Estate sustains losses, all
        such
        losses will be carried over to next quarter and deducted from next quarter’s
        Consulting Services Fee. IMJM Real Estate 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
        Real Estate 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 Real Estate’s independent
        public accountants): (i) to conduct periodic audits of books and records
        of IMJM
        Real Estate, (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 Real Estate (iii) to visit
        the
        offices and properties of IMJM Real Estate for the purpose of examining such
        materials described in clause (ii) above, and (iv) to discuss matters relating
        to the performance by IMJM Real Estate hereunder with any of the officers
        or
        employees of IMJM Real Estate 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 Real Estate
        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 Real Estate’s normal
        operations.

      3.2           IMJM
        Real Estate 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 Real
        Estate to Global Rise unless IMJM Real Estate 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 Real Estate 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 Real Estate 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 Real Estate hereunder shall be made free and
        clear
        of and without deduction for or on account of tax, unless IMJM Real Estate
        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 Real Estate shall be deposited in full by IMJM Real
        Estate into the bank account(s) designated by Global Rise.

      


      5.           UNDERTAKINGS
        OF IMJM REAL ESTATE

      IMJM
        Real
        Estate hereby agrees that, during the term of the Agreement:

      5.1           Information
        Covenants.  IMJM Real Estate 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 Real Estate, 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 Real Estate as to its financial condition, consisting
        of income statements, balance sheet and results of operations of IMJM Real
        Estate, 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      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 Real Estate 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 Real
        Estate,
        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 Real Estate 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 Real Estate 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 Real Estate,
        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
        Real
        Estate for each of the four financial quarters of such fiscal year, accompanied
        by the statement of the chief financial officer of IMJM Real Estate to the
        effect that, to the best of his knowledge, the budget is a reasonable estimate
        for the period covered thereby.

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

      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 Real Estate 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 Real Estate will permit officers
        and
        designated representatives of Global Rise to visit and inspect, under guidance
        of officers of IMJM Real Estate, any of the properties of IMJM Real Estate,
        and
        to examine the books of record and account of IMJM Real Estate and discuss
        the
        matters, finances and accounts of IMJM Real Estate 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 Real Estate 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 Real Estate 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 Real Estate.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.           NEGATIVE
        COVENANTS

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

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

      6.2           Liens.  IMJM
        Real Estate 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 Real Estate 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 Real Estate 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
        Real
        Estate 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 Real Estate 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 Real Estate may make sales
        of
        inventory in the ordinary course of business and (ii) IMJM Real Estate may,
        in
        the ordinary course of business, sell equipment which is uneconomic or
        obsolete.

      6.4           Dividends.  IMJM
        Real Estate 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 Real Estate with respect to its capital stock), or
        set
        aside any funds for any of the foregoing purposes.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

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

      6.6           Indebtedness.  IMJM
        Real Estate 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 Real Estate 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
        Real Estate.

      6.7           Advances,
        Investment and Loans.  IMJM Real Estate 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 Real Estate 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 Real Estate 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 Real Estate, other than on
        terms
        and conditions substantially as favorable to IMJM Real Estate as would be
        obtainable by IMJM Real Estate 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 Real Estate 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.10           Modifications
        to Debt Arrangements, Agreements or Articles of Association.  IMJM
        Real Estate 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 Real Estate will not engage (directly or
        indirectly) in any business other than those types of business prescribed
        within
        the business scope of IMJM Real Estate’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 Real Estate 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;

      (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 Real
        Estate 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
        Real Estate 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 Real Estate hereunder,
        as
        well as all other amounts accrued but not yet payable to Global Rise by IMJM
        Real Estate, shall forthwith become due and payable by IMJM Real Estate 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.

      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 Real Estate 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.

      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
        Real
        Estate shall not assign its rights and obligations under this Agreement to
        any
        third party without the prior written consent of Global Rise. IMJM Real Estate
        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 Real Estate by Global Rise, and no any further consent
        from
        IMJM Real Estate 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.

      If
        to Speedhaul, Gold Horse, or Global Rise:

      Address:                         Boca
        Corporate Plaza, 7900 Glades Road, Suite 420,

        
        Boca Raton, Florida 33434, the United States of America

      Fax:                                
        ____________________

      Phone:                            ____________________

      


      If
        to IMJM Real Estate:

      
        	
                 

              	
                Address:

              	
                No
                  44, Tongdao Road, South, Hui Ming District, Hohhot City, Inner
                  Mongolia,
                  China 010030

              


      

      Fax:                           ____________________

      Phone:                        ____________________

      


      If
        to the Shareholders of IMJM Real Estate:

      Yang
        Liankuan

      
        	
                 

              	
                Address:

              	
                No
                  44, Tongdao Road, South, Hui Ming District, Hohhot City, Inner
                  Mongolia,
                  China 010030

              


      

      Fax:

      Phone:

      Ma
        Runlan

      
        	
                 

              	
                Address:

              	
                No
                  44, Tongdao Road, South, Hui Ming District, Hohhot City, Inner
                  Mongolia,
                  China 010030

              


      

      Fax:

      Phone:

      Yang
        Yang

      
        	
                 

              	
                Address:

              	
                No
                  44, Tongdao Road, South, Hui Ming District, Hohhot City, Inner
                  Mongolia,
                  China 010030

              


      

      Fax:

      Phone:

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      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.

      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]

      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/
        Andrew
        Norins____________________

      Liankuan
        Yang, Chief Executive
        Officer

      


      GLOBAL
        RISE:                                  Global
        Rise International Limited

      


                 
        By: /s/ Liankuan Yang____________________

      Liankuan
        Yang, Chief Executive
        Officer

       

      
        IMJM
          REAL ESTATE:             
          Inner
          Mongolia Jin Ma Real Estate Development Company
          Limited

         

      

              By:
/s/
        Liankuan
        Yang____________________

      Liankuan
        Yang, Chief Executive
        Officer

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      SIGNATURE
        PAGE FOR SHAREHOLDERS OF IMJM REAL ESTATE

      


      


      SHAREHOLDERS
        OF IMJM REAL ESTATE:

      


      /s/
        Yang Liankuan__________________

      By:
        Yang
        Liankuan

      (PRC
        ID
        Card No.: 150103570713017)

      Shares
        of
        IMJM Real Estate owned by Yang Liankuan: 70%

       

      /s/
        Ma
        Runlan_____________________

      By:
        Ma
        Runlan

      (PRC
        ID
        Card No.: 150103600421102)

      Shares
        of
        IMJM Real Estate owned by Ma Runlan: 15%.

       

      /s/
        Yang Yang_____________________

      By:
        Yang
        Yang

      (PRC
        ID
        Card No.: 150103820724052)

      Shares
        of
        IMJM Real Estate owned by Yang Yang: 15%