f8k06290710xii_speedhaul.htm


    Exhibit
      10.12

    


    AMENDED
      AND RESTATED OPERATING 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 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 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, and shareholders holding 100% outstanding
      shares of IMJM Real Estate (the “Shareholders of IMJM Real Estate”). 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”).

     

    
      
        
        

      

      
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    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 hotel operation and management 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 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 Real Estate, relating to IMJM Real Estate’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 Real Estate herein, as the guarantor for IMJM Real Estate in
                the
                contracts, agreements or transactions in connection with IMJM Real
                Estate’s operation between IMJM Real Estate and any other third party, to
                provide full guarantee for the performance of such contracts, agreements
                or transactions by IMJM Real Estate.  IMJM Real Estate 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 Real Estate’s counter parties thereof to assume liability as the
                guarantor when and if needed; therefore, IMJM Real Estate and Shareholders
                of IMJM Real Estate 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.

            


    

     

    
      
        
        

      

      
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              2.

            	
              In
                consideration of the requirement of Article 1 herein and assuring
                the
                performance of the Services Agreement between Global Rise and IMJM
                Real
                Estate and the payment of the payables accounts by IMJM Real Estate
                to
                Global Rise, IMJM Real Estate together with the Shareholders of IMJM
                Real
                Estate hereby jointly and severally agree that IMJM Real Estate shall
                not
                conduct any transaction which may materially affects the assets,
                obligations, rights or the operations of IMJM Real Estate (excluding
                the
                business contracts, agreements, sell or purchase assets during IMJM
                Real
                Estate’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 Real Estate and the payment of the various payables
                by IMJM
                Real Estate to Global Rise, IMJM Real Estate together with the
                Shareholders of IMJM Real Estate 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.

            


    

     

    
      
        
        

      

      
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              4.

            	
              IMJM
                Real Estate together with the Shareholders of IMJM Real Estate hereby
                jointly and severally agree that and the Shareholders of IMJM Real
                Estate
                shall appoint the person recommended by Global Rise as the directors
                of
                IMJM Real Estate, and IMJM Real Estate shall appoint Global Rise’s senior
                managers as IMJM Real Estate’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 Real Estate and
                IMJM
                Real Estate 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
                Real Estate together with the Shareholders of IMJM Real Estate, hereby
                jointly and severally agree and confirm that IMJM Real Estate shall
                seek a
                guarantee from Global Rise prior to any attempt to obtain such guarantee
                from another party, if IMJM Real Estate 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 Real Estate at its own discretion.
                If Global
                Rise decides not to provide such guarantee, Global Rise shall issue
                a
                written notice to IMJM Real Estate as soon as practicable and IMJM
                Real
                Estate may seek a guarantee from other third
                party.

            


    

     

    
      	
              6.

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

            


    

     

    
      
        
        

      

      
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              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
                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.

            


    

     

    
      	
              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 Real Estate 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 Real Estate 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
                Real Estate.  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 Real
                Estate.

            


    

     

    
      	
              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.

            


    

     

    


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

             
By:
/s/
      Liankuan
      Yang_____________________

            Liankuan
      Yang, Chief
      Executive Officer

    


    


    
      
        
        

      

      
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    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%

     

    9