f8k06290710v_speedhaul.htm


    Exhibit
      10.5

    


    AMENDED
      AND RESTATED

    SHAREHOLDERS’
      VOTING RIGHTS PROXY AGREEMENT

    by
      and among

    SPEEDHAUL
      HOLDINGS, INC.

    GOLD
      HORSE INTERNATINAL, INC.

    GLOBAL
      RISE INTERNATIONAL LIMITED

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

    and

    SHAREHOLDERS
      OF IMJM
      CONSTRUCTION

    (English
      Translation)


    This
      Amended and Restated Shareholders’ Voting Rights Proxy Agreement (the
“Agreement”) is entered into as of 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, located at Boca Corporate
      Plaza, ("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 Construction Company Limited, a limited liability company organized
      under
      the laws of the PRC (“IMJM Construction”), and shareholders holding 100%
      outstanding shares of IMJM Construction (the “ IMJM Construction
      Shareholders”). 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
      Construction is a company incorporated in Inner Mongolia, China, and is engaged
      in the building and construction business (the “Business”);

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

    F.           Gold
      Horse and the IMJM Construction Shareholders were previously parties to a
      Shareholder Voting Rights Proxy Agreement dated August 31, 2006, whereby the
      IMJM Construction Shareholders granted to the board of directors of Gold Horse
      a
      proxy to vote all of the shares owned by the IMJM Construction
      Shareholders.

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

    NOW,
      THEREFORE, the Parties to this Agreement hereby agree as
      follows:

    
      
        	
                1.  

              	
                The
                  IMJM Construction Shareholders hereby agrees to irrevocably grant
                  and
                  entrust Global Rise, for the maximum period permitted by law, with
                  all of
                  their voting rights as shareholders of the IMJM Construction. Global
                  Rise
                  shall exercise such rights in accordance with and within the limitations
                  of the laws of the PRC and the Articles of Association of the IMJM
                  Construction.

              


      

      
        	
                2.  

              	
                Global
                  Rise may from time to time establish and amend rules to govern
                  how Global
                  Rise shall exercise the powers granted to it by the IMJM Construction
                  Shareholders herein, including, but not limited to, the number
                  or
                  percentage of directors of Global Rise which shall be required
                  to
                  authorize or take any action and to sign documents evidencing the
                  taking
                  of such action, and Global Rise shall only take action in accordance
                  with
                  such rules.

              


      

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                3.  

              	
                All
                  parties to this Agreement hereby acknowledge that, regardless of
                  any
                  change in the equity interests of the IMJM Construction, the IMJM
                  Construction Shareholders shall appoint the person designated by
                  Global
                  Rise with the voting rights held by Global Rise. The IMJM Construction
                  Shareholders shall not transfer their equity interests of the  IMJM
                  Construction to any individual or company (other than Global Rise
                  or the
                  individuals or entities designated by Global Rise). The IMJM Construction
                  Shareholders acknowledges that they will continue to perform this
                  Agreement even if one or more than one of them no longer hold equity
                  interests of the  IMJM
                  Construction.

              


      

      
        	
                4.  

              	
                This
                  Agreement has been duly executed by the parties hereto, and, in
                  the case
                  of a party which is not a natural person, has been duly authorized
                  by all
                  necessary corporate or other action by such party and executed
                  and
                  delivered by such party’s duly authorized representatives, as of the date
                  first set forth above and shall be effective
                  simultaneously.

              


      

      
        	
                5.  

              	
                The
                  IMJM Construction Shareholders represent and warrant to Global
                  Rise that
                  they own all of the shares of the IMJM Construction set forth below
                  their
                  names on the signature page below, free and clear of all liens
                  and
                  encumbrances, and the IMJM Construction Shareholders have not granted
                  to
                  anyone, other than Global Rise, a power of attorney or proxy over
                  any of
                  such shares or in their rights as shareholders of the IMJM Construction.
                  The IMJM Construction Shareholders further represent and warrant
                  that the
                  execution and delivery of this Agreement by them will not violate
                  any law,
                  regulations, judicial or administrative order, arbitration award,
                  agreement, contract or covenant applicable to the IMJM Construction
                  Shareholders.

              


      

      
        	
                6.  

              	
                This
                  Agreement may not be terminated without the unanimous consent of
                  all
                  undersigned parties, except that Global Rise may, by giving thirty
                  (30)
                  days prior written notice to the IMJM Construction Shareholders
                  hereto,
                  terminate this Agreement upon the unanimous consent of the board
                  of
                  directors of Speedhaul.

              


      

    

    
      
        	
                7.  

              	
                The
                  IMJM Construction Shareholders represent and warrant to Global
                  Rise that
                  they own all of the shares of the  IMJM Construction set forth below
                  their names on the signature page below, free and clear of all
                  liens and
                  encumbrances, and the IMJM Construction Shareholders have not granted
                  to
                  anyone, other than Global Rise, a power of attorney or proxy over
                  any of
                  such shares or in their rights as shareholders of the  IMJM
                  Construction. The IMJM Construction Shareholders further represent
                  and
                  warrant that the execution and delivery of this Agreement by them
                  will not
                  violate any law, regulations, judicial or administrative order,
                  arbitration award, agreement, contract or covenant applicable to
                  the IMJM
                  Construction Shareholders.

              


      

      
        	
                8.  

              	
                This
                  Agreement may not be terminated without the unanimous consent of
                  all
                  undersigned parties, except that Global Rise may, by giving thirty
                  (30)
                  days prior written notice to the IMJM Construction Shareholders
                  hereto,
                  terminate this Agreement upon the unanimous consent of the board
                  of
                  directors of Speedhaul.

              


      

    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                9.  

              	
                Any
                  amendment and/or rescission shall be agreed by the parties in writing.

              


      

      
        	
                10.  

              	
                The
                  execution, validity, construction and performance of this Agreement
                  shall
                  be governed by the laws of PRC.

              


      

      
        	
                11.  

              	
                This
                  Agreement is executed in four (4) copies in Chinese and English;
                  Global
                  Rise and each of IMJM Construction Shareholders hold one and each
                  original
                  copy shall have the same legal effect. 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.

              


      

      
        	
                12.  

              	
                The
                  parties agree that in case of disputes arising from this Agreement,
                  they
                  shall settle their dispute through mediation, not in a lawsuit
                  brought in
                  court. If the Parties cannot reach a settlement 45 days after the
                  mediation, the dispute shall be referred to and determined by arbitration
                  in the China International Economic and Trade Arbitration Commission
                  (“CIETAC”) upon the initiation of either Party in accordance with the
                  prevailing arbitration rules of CIETAC. The written decision of
                  the
                  arbitrator shall be binding and conclusive on the Parties hereto
                  and
                  enforceable in any court of competent
                  jurisdiction.

              


        	13. 	Nothwithstanding
                anything herein to the contrary, Globa Riseshall have the right to
                assign
                its rights hereunder to a wholloy-owned foreign entity (WOFE) formed
                in
                the PRC, provided that such WOFE shall become a party to this
                Agreement. 


      

    

     

     

    [Signature
      Page Follows]

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereof have caused this Agreement to be
      executed by their duly authorized representatives 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
        CONSTRUCTION:            
        Inner
        Mongolia Jin Ma Construction Company
        Limited


    

              
By:
/s/
      Liankuan
      Yang__________________

            Liankuan
      Yang, Chief
      Executive Officer

    


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    


    SHAREHOLDERS
      OF IMJM CONSTRUCTION:

     

    /s/
      Yang Liankuan__________________

    By:
      Yang
      Liankuan

    (PRC
      ID
      Card No.: 150103570713017)

    Shares
      of
      IMJM Construction owned by Yang Liankuan: 70%

     

    /s/
      Ma
      Runlan_____________________

    By:
      Ma
      Runlan

    (PRC
      ID
      Card No.: 150103600421102)

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

     

    /s/
      Yang Yang______________________

    By:
      Yang
      Yang

    (PRC
      ID
      Card No.: 150103820724052)

    Shares
      of
      IMJM Construction owned by Yang Yang: 15%