f8k06290710iii_speedhaul.htm


    
      Exhibit
        10.3

      


      AMENDED
        AND RESTATED EQUITY PLEDGE AGREEMENT

      by
        and among

      SPEEDHAUL
        HOLDINGS, INC.

      GOLD
        HORSE INTERNATIONAL, 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 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 Construction
        Company Limited, a limited liability company organized under the laws of
        the PRC
        (“IMJM Construction”), and the shareholders of IMJM Construction
        (“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
        Construction is a company incorporated in Inner Mongolia, China, and is engaged
        in the building and contruction business (the “Business”);

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

      F.           Gold
        Horse and IMJM Construction had previously executed a Consulting Services
        Agreement dated August 31, 2006 (hereinafter “Consulting Services
        Agreement” or “Services Agreement”), based on which IMJM Construction
        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 Construction 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 Construction, 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 Construction as security for the performance of the obligations
        of IMJM Construction 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 Construction 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 IMJM Construction legally
        held by the Pledgors.

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

       

      
        
          
          

        

        
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      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 Construction to Pledgee
        (“Pledged Collateral”) as a security for the obligations of IMJM
        Construction 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
        Construction.  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 Construction 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 Construction. 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.

      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.

       

      
        
          
          

        

        
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      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
        Construction 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
        Construction 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 Construction 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 (WOFE) in the PRC, owned by 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.

      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.

       

      
        
          
          

        

        
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                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. 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
        CONSTRUCTION:                 Inner
        Mongolia Jin Ma Construction 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 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%

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

      
        	
                 

              	
                 Appendix
                  1

              


      

      RESOLUTIONS
        OF THE GENERAL SHAREHOLDERS’

      MEETING
        OF INNER MONGOLIA JIN MA CONSTRUCTION COMPANY LIMITED

      WHEREAS,
        that certain significant shareholders of Inner Mongolia Jin Ma Construction
        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 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%