f8k06290710viii_speedhaul.htm


    Exhibit
      10.8


    AMENDED
      AND RESTATED EQUITY PLEDGE 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 Equity Pledge Agreement (hereinafter 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” or “Pledgee”), 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 Hotels
      (“Pledgors”). 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
      Pledgors collectively own over 100% of the equity interests of IMJM
      Hotel.

    F.           Gold
      Horse and IMJM Hotel had previously executed a Consulting Services Agreement
      dated August 31, 2006 (hereinafter “Consulting Services Agreement” or
“Services Agreement”), based on which IMJM Hotel shall pay consulting and
      service fees (hereinafter the “Consulting Services Fees” or “Services
      Fees”) to Global Rise for offering consulting and related
      services.

    G.           In
      order to ensure that IMJM Hotel would perform its obligations under the
      Consulting Services Agreement, and in order to provide an additional mechanism
      for Gold Horse to enforce its rights to collect the Consulting Services Fees
      from IMJM Hotel, the Pledgors had executed a Pledge Agreement, dated August
      31,
      2006, under which the Pledgors had agreed to pledge all their equity interest
      in
      IMJM Hotel as security for the performance of the obligations of IMJM Hotel
      under the Consulting Services Agreement and the payment of Consulting Services
      Fees under such agreement.

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

    


    NOW
      THEREFORE, Speedhaul, Pledgee, IMJM Hotel and the Pledgors through
      mutual negotiations hereby enter into this Agreement based upon the following
      terms:

     

    1.           Definitions
      and Interpretation.  Unless otherwise provided in this Agreement,
      the following terms shall have the following meanings:

    1.1           “Pledge”
      refers to the full content of Section 2 hereunder.

    1.2           “Equity
      Interest” refers to all the equity interest in Jin Ma Hotel legally held by
      the Pledgors.

     

    
      
        
        

      

      
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    1.3           “Term
      of Pledge” refers to the period provided for under Section 3.2
      hereunder.

    1.4           “Event
      of Default” refers to any event in accordance with Section 7.1
      hereunder.

    1.5           “Notice
      of Default” refers to the notice of default issued by Pledgee in accordance
      with this Agreement.


    2.           Pledge.  The
      Pledgors agree to pledge their equity interests in IMJM Hotel to Pledgee
      (“Pledged Collateral”) as a security for the obligations of IMJM Hotel
      under the Consulting Services Agreement.  Pledge under this Agreement
      refers to the rights owned by Pledgee, who shall be entitled to a priority
      in
      receiving payment by the evaluation or proceeds from the auction or sale of
      the
      equity interest pledged by the Pledgors to Pledgee.


    3.           Term
      of Pledge.

    3.1           The
      Pledge shall take effect as of the date when the Pledge of the equity interest
      under this Agreement is recorded in the Register of Shareholder of IMJM Hotel
      .  The term of the Pledge shall last until two (2) years after the
      obligations under the Consulting Services Agreement are fulfilled.

    3.2           During
      the term of the Pledge, Pledgee shall be entitled to vote, control, sell, or
      dispose of the pledged assets in accordance with this Agreement in the event
      that Pledgors do not perform their obligation under the Consulting Services
      Agreement and IMJM Hotel fails to pay the Consulting Service Fees in accordance
      with the Consulting Services Agreement.

    3.3           During
      the term of the Pledge, Pledgee shall be entitled to collect any and all
      dividends declared or paid in connection with the equity interest.

            4.     Pledge
      Procedure and Registration

    4.1           The
      Pledge under this Agreement shall be recorded in the Register of Shareholders
      of
      IMJM Hotel . The Pledgors shall, within 10 days after the date of this
      Agreement, initiate the registration procedures with Beijing Administration
      for
      Industry and Commerce concerning the Pledge.

     

    
      
        
        

      

      
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    5.           Representation
      and Warranties of Pledgors.

    5.1           The
      Pledgors are the legal owners of the equity interest pledged.

    5.2           The
      Pledgors have not pledged the equity interest to any other party, and or the
      equity interest is not encumbered to any other person except for
      Pledgee.


    6.           Covenants
      of Pledgors.

    6.1           During
      the effective term of this Agreement, the Pledgors promise to Pledgee for its
      benefit that the Pledgors shall:

    6.1.1  Not
      transfer or assign the equity interest, create or permit to create any pledges
      which may have an adverse effect on the rights or benefits of Pledgee without
      prior written consent from Pledgee.

    6.1.2  Comply
      with and implement laws and regulations with respect to the pledge of rights;
      present to Pledgee the notices, orders or suggestions with respect to the Pledge
      issued or made by the competent authority within five (5) days upon receiving
      such notices, orders or suggestions; and comply with such notices, orders or
      suggestions; or object to the foregoing matters at the reasonable request of
      Pledgee or with consent from Pledgee.

    6.1.3  Timely
      notify Pledgee of any events or any received notices which may affect the
      Pledgor’s equity interest or any part of its right, and any events or any
      received notices which may change the Pledgor’s any warranty and obligation
      under this Agreement or affect the Pledgor’s performance of its obligations
      under this Agreement.

    6.2  The
      Pledgors agree that Pledgee’s right to the Pledge obtained from this Agreement
      shall not be suspended or inhibited by any legal procedure launched by the
      Pledgors or any successors of the Pledgors or any person authorized by the
      Pledgors or any such other person.

     

    
      
        
        

      

      
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    6.3  The
      Pledgors promise to Pledgee that in order to protect or perfect the security
      for
      the payment of the Services Fees, the Pledgors shall execute in good faith
      and
      cause other parties who have interests in the Pledge to execute all the title
      certificates, contracts, and perform actions and cause other parties who have
      interests to take action, as required by Pledgee; and make access to exercise
      the rights and authorization vested in Pledgee under this
      Agreement.

    6.4  The
      Pledgors promise to Pledgee that they will execute all amendment documents
      (if
      applicable and necessary) in connection with any registration of the Pledge
      with
      Pledgee or its designated person (natural person or a legal entity), and provide
      the notice, order and decision to Pledgee as necessary, within a reasonable
      amount of time upon request.

    6.5  The
      Pledgors promise to Pledgee that they will comply with and perform all the
      guarantees, covenants, warranties, representations and conditions for the
      benefits of Pledgee. The Pledgors shall compensate all the losses suffered
      by
      Pledgee as a result of the Pledgors failing perform or fully perform their
      guarantees, covenants, warranties, representations and conditions.

    
              7.           Events
        Of Default.

    

                    7.1  The
      following events shall be regarded as the events of default:

    7.1.1  This
      Agreement is deemed illegal by a governing authority in the PRC, or the Pledgors
      are not capable of continuing to perform the obligations herein due to any
      reason except force majeure;

    7.1.2  IMJM
      Hotel fails to make full payment of the Services Fees as scheduled under the
      Service Agreement;

    7.1.3  A
      Pledgor
      makes any materially false or misleading representations or warranties under
      Section 5 herein, and/or the Pledgor breaches any warranties under Section
      5
      herein;

    7.1.4  A
      Pledgor
      breaches the covenants under Section 6 herein;

    7.1.5  A
      Pledgor
      breaches the term or condition herein;

    7.1.6  A
      Pledgor
      waives the pledged equity interest or transfers or assigns the pledged equity
      interest without prior written consent of Pledgee;

    7.1.7  IMJM
      Hotel is incapable of repaying its general debt or other debt;

     

    
      
        
        

      

      
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    7.1.8  The
      property of a Pledgor is adversely affected causing Pledgee to believe that
      the
      capability of the Pledgor to perform the obligations herein is adversely
      affected;

    7.1.9  The
      successors or agents of the IMJM Hotel are only able to perform a portion of
      or
      refuse to perform the payment obligations under the Service
      Agreement;

    7.1.10  The
      breach of the other terms by action or inaction under this agreement by a
      Pledgor.

    7.2  The
      Pledgor shall immediately give a written notice to Pledgee if the Pledgor is
      aware of or discovers that any event under Section 7.1 herein or any event
      that
      may result in the foregoing events has occurred or is likely to
      occur.

    7.3  Unless
      the event of default under Section 7.1 herein has been solved to Pledgee’s
      satisfaction, Pledgee, at any time when the event of default occurs or
      thereafter, may give a written notice of default to the Pledgor and require
      the
      Pledgor to immediately make full payment of the outstanding Service Fees under
      the Service Agreement and other payables or exercise other rights in accordance
      with Section 8 herein.

    
              8.           Exercise
        of Remedies.

    

    8.1           Authorized
      Action by Secured Party. The Pledgors hereby irrevocably
      appoint Pledgee the attorney-in-fact of the Pledgors for the purpose of carrying
      out the security provisions of this Agreement and taking any action and
      executing any instrument that Pledgee may deem necessary or advisable to
      accomplish the purposes of this Agreement.  If an event of default
      occurs, or is continuing, Pledgee shall have the right to exercise the following
      rights and powers:

    (a)           Collect
      by legal proceedings or otherwise and endorse and/or receive all payments,
      proceeds and other sums and property now or hereafter payable on or on account
      of the Pledged Collateral;

    (b)           Enter
      into any extension, reorganization, deposit, merger, consolidation or other
      agreement pertaining to, or deposit, surrender, accept, hold or apply other
      property in exchange for the Pledged Collateral;

     

    
      
        
        

      

      
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    (c)           Transfer
      the Pledged Collateral to its own or its nominee’s name;

    (d)           Make
      any compromise or settlement, and take any action it deems advisable, with
      respect to the Pledged Collateral;

    (e)           Notify
      any obligor with respect to any Pledged Collateral to make payment directly
      to
      Pledgee;

    (f)           All
      rights of the Pledgors to exercise the voting and other consensual rights it
      would otherwise be entitled to exercise without any action or the giving of
      any
      notice shall cease, and all such rights shall thereupon become vested in
      Pledgee;

    (g)           All
      rights of the Pledgors to receive distributions with respect to the Pledged
      Collateral which it would otherwise be authorized to receive and retain shall
      cease and all such rights shall thereupon become vested in Pledgee;
      and

    (h)           The
      Pledgors shall execute and deliver to Pledgee appropriate instruments as Pledgee
      may request in order to permit Pledgee to exercise the voting and other rights
      which it may be entitled to exercise and to receive all distributions which
      it
      may be entitled to receive.

    The
      Pledgors hereby grant to Pledgee an exclusive, irrevocable power of attorney,
      with full power and authority in the place and stead of the Pledgors to take
      all
      such action permitted under this Section 8.1.  Such power of
      attorney shall be effective, automatically and without the necessity of any
      action (including any transfer of any Pledged Collateral) by any person, upon
      the occurrence and continuance of an event of default.  Pledgee shall
      not have any duty to exercise any such right or to preserve the same and shall
      not be liable for any failure to do so or for any delay in doing
      so.

    8.2           Event
      of defaults; Remedies.  Upon the occurrence of an event of
      default, Pledgee may, without notice to or demand on the Pledgors and in
      addition to all rights and remedies available to Pledgee, at law, in equity
      or
      otherwise, do any of the following:

    (a)           Require
      the Pledgors to immediately pay all outstanding unpaid amounts due under the
      Consulting Services Agreement;

     

    
      
        
        

      

      
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    (b)           Foreclose
      or otherwise enforce Pledgee’s security interest in any manner permitted by law
      or provided for in this Agreement;

     (c)           Terminate
      this Agreement pursuant to Section 11;

    (d)           Exercise
      any and all rights as beneficial and legal owner of the Pledged Collateral,
      including, without limitation, perfecting assignment of and exercising any
      and
      all voting, consensual and other rights and powers with respect to any Pledged
      Collateral; and

    (e)  Exercise
      any and all the rights and remedies of a secured party upon default under
      applicable law.

    8.3           Pledgee
      shall give a notice of default to the Pledgors when Pledgee exercises its
      remedies under this Agreement.

    8.4           Subject
      to Section 7.3, Pledgee may exercise its remedies under this Agreement at any
      time after Pledgee gives a notice of default in accordance with Section 7.3
      or
      thereafter.

    8.5           Pledgee
      is entitled to priority in receiving payment by the evaluation or proceeds
      from
      the auction or sale of whole or part of the equity interest pledged herein
      in
      accordance with legal procedure until the unpaid Services Fees under the
      Services Agreement are repaid.

    8.6           The
      Pledgor shall not hinder Pledgee from exercising its rights in accordance with
      this Agreement and shall give necessary assistance so that Pledgee may exercise
      its rights in full.

    


    9.           Assignment.

    9.1            The
      rights of the Pledgors shall not be transferrable.

    9.2           This
      Agreement shall be binding upon each of the Pledgors and his, her or its
      successors and be binding on Pledgee and his each successor and
      assignee.

    9.3           Pledgee
      may transfer or assign his all or any rights and obligations under this
      agreement to a wholly-owned foreign entity in the PRC, (WOFE) owned by the
      pledgee, provided that such WOFE shall become a party to this agreement. In
      this
      case, the assignee shall enjoy and undertake the same rights and obligations
      herein of Pledgee as if the assignee is a party hereto. When Pledgee transfers
      or assigns the rights and obligations under this Agreement, and such transfer
      shall only be subject to a written notice to Pledgors, and at the request of
      Pledgee, the Pledgors shall execute the relevant agreements and/or documents
      with respect to such transfer or assignment.

     

    
      
        
        

      

      
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    9.4           In
      the event of a change in control of Pledgee’s resulting in the transfer or
      assignment of this agreement, the successor parties to the pledge shall execute
      a new pledge contract.

    
              10.           Formalities,
        Fees and Other Charges.

    

    10.1           The
      Pledgors shall be responsible for all the fees and actual expenses in relation
      to this Agreement including but not limited to legal fees, cost of production,
      stamp tax and any other taxes and charges. If Pledgee pays the relevant taxes
      in
      accordance with applicable law, the Pledgors shall fully indemnify Pledgee
      such
      taxes paid by Pledgee.

    10.2           The
      Pledgors shall be responsible for all the fees (including but not limited to
      any
      taxes, formalities fees, management fees, litigation fees, attorney’s fees, and
      various insurance premiums in connection with disposition of Pledge) incurred
      by
      the Pledgors for the reason that the Pledgors fail to pay any payable taxes,
      fees or charges for other reasons which cause Pledgee to recourse by any means
      or ways.

            11.    Force
      Majeure.

    11.1           “Force
      Majeure,” shall include but not be limited to acts of governments, acts of
      nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war,
      refers to any unforeseen events beyond the party’s reasonable control and cannot
      be prevented with reasonable care.  However, any shortage of credit,
      capital or finance shall not be regarded as an event beyond a Party’s reasonable
      control.  The affected party by Force Majeure shall notify the other
      party of such event resulting in exemption promptly.

    11.2           In
      the event that the affected party is delayed in or prevented from performing
      its
      obligations under this Agreement by Force Majeure, only within the scope of
      such
      delay or prevention, the affected party will not be responsible for any damage
      by reason of such a failure or delay of performance. The affected party shall
      take appropriate means to minimize or remove the effects of Force Majeure and
      attempt to resume performance of the obligations delayed or prevented by the
      event of Force Majeure.  After occurrence of an event of Force
      Majeure, when such event or condition ceases to exist, both parties agree to
      resume the performance of this Agreement with their best efforts.

     

     

    
      
        
        

      

      
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    12.           Confidentiality.
      The parties of this agreement acknowledge and make sure that all the oral and
      written materials exchanged relating to this contract are confidential. All
      the
      parties have to keep them confidential and can not disclose them to any other
      third party without other parties’ prior written approval, unless: (a) the
      public know and will know the materials (not because of the disclosure by any
      contractual party); (b) the disclosed materials are required by laws or stock
      exchange rules; or (c) materials relating to this transaction are disclosed
      to
      parties’ legal consultants or financial advisors, however, who have to keep them
      confidential as well.  Disclosure of confidential information by
      Employees or hired institutions of the parties is deemed as the act by the
      parties, therefore, subjecting them to liability.


    13.           Dispute
      Resolution.

    13.1           This
      Agreement shall be governed by and construed in accordance with the PRC
      law.

    13.2           The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance, or in connection with 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. The arbitration
      shall follow the current rules of CIETAC, and the arbitration proceedings shall
      be conducted in Chinese and shall take place in Beijing. Any resulting
      arbitration award shall be final and binding upon the parties.

    14.           Notices.  Any
      notice which is given by the parties hereto for the purpose of performing the
      rights and obligations hereunder shall be in writing. Where such notice is
      delivered personally, the time of notice is the time when such notice actually
      reaches the addressee; where such notice is transmitted by facsimile, the notice
      time is the time when such notice is transmitted. If such notice does not reach
      the addressee on business date or reaches the addressee after the business
      time,
      the next business day following such day is the date of notice. The delivery
      place is the address first written above of the parties hereto or the address
      advised in writing including via facsimile from time to time.

     

    
      
        
        

      

      
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    15.  Entire
      Contract.  All Parties agree that this Agreement constitute the
      entire agreement of the Parties with respect to the subject matter therein
      upon
      its effectiveness and supersedes and replaces all prior oral and/or written
      agreements and understandings relating to this Agreement.

    16.  Severability.  Any
      provision of this Agreement which is invalid or unenforceable because of
      inconsistent with the relevant laws shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the remaining provisions hereof.

    17.  Appendices.  The
      appendices to this Agreement are entire and integral part of this
      Agreement.

    18.  Amendment
      or Supplement.

    18.1           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.

    18.2           This
      agreement and any amendments, modification, supplements, additions or changes
      hereto shall be in writing and come into effect upon being executed and sealed
      by the parties hereto.


    19.           Language
      and Copies of the Agreement.  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 discloses
      a
      difference in meaning, the meaning which best reconciles the texts, having
      regard to the object and purpose of this Agreement shall be adopted. This
      Agreement is executed by the Parties in counterparts, each Party holds one
      counterpart, and each original has the same legal effect.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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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.

    


    PLEDGEE:                                             Global
      Rise International Limited

    


            By:           /s/
      Liankuan Yang__________________

     
Liankuan
      Yang, Chief Executive
      Officer

     

    IMJM
      HOTEL:                           
Inner
      Mongolia
      Jin Ma Hotel Limited Company

    


            By:           /s/
      Liankuan Yang__________________

     
Liankuan
      Yang, Chief Executive
      Officer

     

    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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PLEDGOR
      SIGNATURE PAGE

    


    PLEDGORS:

    


    SHAREHOLDERS
      OF JIN MA
      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%

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Appendix
      1

    RESOLUTIONS
      OF THE GENERAL SHAREHOLDERS’

    MEETING
      OF INNER MONGOLIA JIN MA HOTEL COMPANY LIMITED

    WHEREAS,
      that certain significant shareholders of Inner Mongolia Jin Ma Hotel Company
      Limited (“Company”) have agreed to pledge their shares of the Company under an
      Amended and Restated Equity Pledge Agreement dated June 29, 2007;
      and

     

    WHEREAS,
      it is in the best interest of the Company for the shareholders to enter into
      such Equity Pledge Agreement.

    


    RESOLVED,
      that the pledge of shares held by the shareholders of the Company under the
      Equity Pledge Agreement is hereby approved.

    


    This
      resolution was executed and submitted on June 29, 2007 by the undersigned
      shareholders:

     

    SHAREHOLDERS:

    


    /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%