f8k06290710x_speedhaul.htm


    Exhibit
      10.10

    


    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 HOTEL COMPANY LIMITED ("IMJM HOTEL")

    and

    SHAREHOLDERS
      OF IMJM
      HOTEL


    (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,  (“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 Hotel Company Limited, a limited liability
      company organized under the laws of the PRC (“IMJM Hotel”), and
      shareholders holding 100% outstanding shares of IMJM Hotel (the “ IMJM Hotel
      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
      Hotel is a company incorporated in Inner Mongolia, China, and is engaged in
      hotel operation and management business (the
“Business”);

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

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

              


      

      
        	
                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 Hotel
                  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 Hotel, the IMJM Hotel
                  Shareholders shall appoint the person designated by Global Rise
                  with the
                  voting rights held by Global Rise. The IMJM Hotel Shareholders
                  shall not
                  transfer their equity interests of the Jin Ma Hotel to any individual
                  or
                  company (other than Global Rise or the individuals or entities
                  designated
                  by Global Rise). The IMJM Hotel 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
                  Hotel.

              


      

      
        	
                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 Hotel Shareholders represent and warrant to Global Rise that
                  they own
                  all of the shares of the Jin Ma Hotel set forth below their names
                  on the
                  signature page below, free and clear of all liens and encumbrances,
                  and
                  the IMJM Hotel 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 Hotel. The IMJM Hotel 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 Hotel
                  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 Hotel Shareholders hereto,
                  terminate
                  this Agreement upon the unanimous consent of the board of directors
                  of
                  Speedhaul.

              


      

    

    
      
        	
                7.  

              	
                The
                  IMJM Hotel Shareholders represent and warrant to Global Rise that
                  they own
                  all of the shares of the IMJM Hotel set forth below their names
                  on the
                  signature page below, free and clear of all liens and encumbrances,
                  and
                  the IMJM Hotel 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 Hotel. The IMJM Hotel 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 Hotel
                  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 Hotel 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, Hotel 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 Hotel 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. 	Notwithstanding
                anything herein to the contrary, Global Rise shall have the
                right to assign its rights hereunder to a wholly-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
        HOTEL:                        Inner
        Mongolia Jin Ma Hotel Company
        Limited


    

              
By:
/s/
      Liankuan
      Yang__________________

            Liankuan
      Yang, Chief
      Executive Officer

    


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    


    SHAREHOLDERS
      OF IMJM 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%