f8k06290710iv_speedhaul.htm


    Exhibit
      10.4

    


    AMENDED
      AND RESTATED OPTION 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 Option 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,
      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 “Shareholders of IMJM Construction”). 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 Shareholders of IMJM Construction collectively own over 100% of
      the
      equity interests of IMJM Construction (each, an “Equity Interest” and
      collectively the “Equity Interest”).

    F.           Gold
      Horse and IMJM Construction were previously parties to an Operating Agreement,
      Option Agreement, Shareholder Voting Rights Proxy Agreement, Equity Pledge
      Agreement and Consulting Services Agreement, each dated August 31,
      2006.

    G.           In
      connection with the Transaction, the parties wish to amend and restate the
      August 31, 2006 Option 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 Option Agreement to define
      and set forth the business relationship among Speedhaul, Gold Horse, Global
      Rise, and IMJM Construction, relating to IMJM Construction’s
      operations.


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

     

    
      	
              1.

            	
              Purchase
                and Sale of Equity Interest

            


    

     

    
      	
               

            	
              1.1

            	
              Grant
                of Rights.  The Shareholders of IMJM Construction (hereafter
                collectively the “Transferor”) hereby irrevocably grant to Global
                Rise an option to purchase or cause any person designated by Global
                Rise
                (“Designated Persons”) to purchase, to the extent permitted under PRC Law,
                according to the steps determined by Global Rise, at the price specified
                in Section 1.3 of this Agreement, at any time from the Transferor
                a
                portion or all of the equity interests held by Transferor in IMJM
                Construction (the “Option”). No Option shall be granted to any
                third party other than Global Rise and/or the Designated Persons.
                IMJM
                Construction hereby agrees to the granting of the Option by the
                Shareholders of IMJM Construction to Global Rise and/or the Designated
                Persons.  The “person” set forth in this clause and this
                Agreement means an individual person, corporation, joint venture,
                partnership, enterprise, trust or a non-corporation
                organization.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              1.2

            	
              Exercise
                of Rights.  According to the stipulations of PRC laws and
                regulation, Global Rise and/or the Designated Persons may exercise
                Option
                by issuing a written notice (the “Notice”) to the Transferor and
                specifying the equity interest purchased from Transferor (the
                “Purchased Equity Interest”) and the manner of
                purchase.

            


    

     

    
      	
               

            	
              1.3

            	
              Purchase
                Price.

            


    

     

    
      	
               

            	
              1.3.1

            	
              For
                Global Rise to exercise the Option, the purchase price of the Purchased
                Equity Interest (“Purchase Price”) shall be equal to the original
                paid-in price of the Purchased Equity Interest by the Transferor,
                unless
                the applicable PRC laws and regulations require appraisal of the
                equity
                interests or stipulate other restrictions on the purchase price of
                equity
                interests.

            


    

     

    
      	
               

            	
              1.3.2

            	
              If
                the applicable PRC laws require appraisal of the equity interests
                or
                stipulates other restrictions on the purchase price of the Equity
                Interest
                at the time that Global Rise exercise the Option, the Parties agree
                that
                the Purchase Price shall be set at the lowest price permissible under
                the
                applicable laws.

            


    

    


    
      	
               

            	
              1.4

            	
              Transfer
                of the Purchased Equity Interest.  Upon each exercise of the
                Option rights under this Agreement:

            


    

    


    
      	
               

            	
              1.4.1

            	
              The
                Transferor shall convene a shareholders’ meeting of the Transferor. During
                the meeting, the resolutions shall be proposed, approving the transfer
                of
                the appropriate Equity Interest to Global Rise and/or the Designated
                Persons;

            


    

     

    
      	
               

            	
              1.4.2

            	
              The
                Transferor shall, upon the terms and conditions of this Agreement
                and the
                Notice related to the Purchased Equity Interest, enter into Equity
                Interest purchase agreement in a form reasonably acceptable to Global
                Rise, with Global Rise and/or the Designated Persons (as
                applicable);

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              1.4.3

            	
              The
                related parties shall execute all other requisite contracts, agreements
                or
                documents, obtain all requisite approval and consent of the government,
                conduct all necessary actions, without any security interest, transfer
                the
                valid ownership of the Purchased Equity Interest to Global Rise and/or
                the
                Designated Persons, and cause Global Rise and/or the Designated Persons
                to
                be the registered owner of the Purchased Equity Interest.  In
                this clause and this Agreement, “Security Interest” means any mortgage,
                pledge, the right or interest of the third party, any purchase right
                of
                equity interest, right of acquisition, right of first refusal, right
                of
                set-off, ownership detainment or other security arrangements, however,
                it
                does not include any security interest created under the Equity Pledge
                Agreement.

            


    

     

    
      	
               

            	
              1.5

            	
              Payment.  The
                payment of the Purchase Price shall be determined by the consultation
                of
                Global Rise and/or the Designated Persons with the Transferor according
                to
                the applicable laws at the time of exercise of the
                Option.

            


    

     

    
      	
              2.

            	
              Promises
                Relating Equity Interest. 

            


    

     

    
      	
               

            	
              2.1

            	
              Promises
                Related to IMJM Construction.  IMJM Construction and the
                Shareholders of IMJM Construction hereby
                promise:

            


    

     

    
      	
               

            	
              2.1.1

            	
              Without
                prior written consent by Global Rise, not, in any form, to supplement,
                change or renew the Articles of Association of IMJM Construction,
                to
                increase or decrease registered capital of the corporation, or to
                change
                the structure of the registered capital in any other
                forms;

            


    

     

    
      	
               

            	
              2.1.2

            	
              According
                to customary fiduciary standards applicable to managers with respect
                to
                corporations and their shareholders, to maintain the existence of
                the
                corporation, prudently and effectively operate the
                business;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              2.1.3

            	
              Without
                prior written consent by Global Rise, not, upon the execution of
                this
                Agreement, to sell, transfer, mortgage or dispose, in any other form,
                any
                asset, legitimate or beneficial interest of business or income of
                IMJM
                Construction, or encumber or approve any encumbrance or imposition
                of any
                security interest on Global Rise’s
                assets;

            


    

     

    
      	
               

            	
              2.1.4

            	
              Without
                prior written notice by Global Rise, not issue or provide any guarantee
                or
                permit the existence of any debt, other than (i) the debt arising
                from
                normal or daily business but not from borrowing; and (ii) the debt
                disclosed to Global Rise and obtained the written consent from Global
                Rise;

            


    

     

    
      	
               

            	
              2.1.5

            	
              To
                normally operate all business to maintain the asset value of IMJM
                Construction, without taking any action or failing to take any action
                that
                would result in a material adverse effect on the business or asset
                value
                of IMJM Construction;

            


    

     

    
      	
               

            	
              2.1.6

            	
              Without
                prior written consent by Global Rise, not to enter into any material
                agreement, other than agreements in the ordinary course of business
                (for
                purposes of this paragraph, if the amount of the Agreement involves
                an
                amount that exceeds a hundred thousand Yuan (RMB 100,000) the agreement
                shall be deemed material);

            


    

     

    
      	
               

            	
              2.1.7

            	
              Without
                prior written consent by Global Rise, not to provide loan or credit
                loan
                to any others;

            


    

     

    
      	
               

            	
              2.1.8

            	
              Upon
                the request of Global Rise, to provide all materials of operation
                and
                finance relevant to IMJM
                Construction;

            


    

     

    
      	
               

            	
              2.1.9

            	
              Purchases
                and holds the insurance from the insurance company accepted by Global
                Rise, the insurance amount and category shall be the same with those
                held
                by the companies in the same industry or field, operating the similar
                business and owning the similar properties and assets as IMJM
                Construction;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              2.1.10

            	
              Without
                prior written consent by Global Rise, not to merge or associate with
                any
                person, or acquire or invest in any
                person;

            


    

     

    
      	
               

            	
              2.1.11

            	
              To
                notify Global Rise of the occurrence or the potential occurrence
                of the
                litigation, arbitration or administrative procedure related to the
                assets,
                business and income of IMJM
                Construction;

            


    

     

    
      	
               

            	
              2.1.12

            	
              In
                order to keep the ownership of IMJM Construction to all its assets,
                to
                execute all requisite or appropriate documents, take all requisite
                or
                appropriate actions, and pursue all appropriate claims, or make requisite
                or appropriate pleas for all
                claims;

            


    

     

    
      	
               

            	
              2.1.13

            	
              Without
                prior written notice by Global Rise, not to assign equity interests
                to
                shareholders in any form; however, Global Rise shall distribute all
                or
                part of its distributable profits to their own shareholders upon
                request
                by Global Rise;

            


    

     

    
      	
               

            	
              2.1.14

            	
              According
                to the request of Global Rise, to appoint any person designated by
                Global
                Rise to be the directors of IMJM
                Construction.

            


    

     

    
      	
               

            	
              2.2

            	
              Promises
                Related to Transferor.  The Shareholders of IMJM
                Construction hereby promise:

            


    

     

    
      	
               

            	
              2.2.1

            	
              Without
                prior written consent of the other Parties, not, upon the execution
                of
                this Agreement, to sell, transfer, mortgage or dispose in any other
                form
                any legitimate or beneficial interest of equity interest, or to approve
                any other security interest set on it, with the exception of the
                pledge
                set on the equity interest of the Transferor subject to Equity Pledge
                Agreement;

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              2.2.2

            	
              Without
                the prior written consent of the other Parties, not to decide or
                support
                or execute any shareholder resolution at any shareholder meeting
                of IMJM
                Construction that approves any sale, transfer, mortgage or dispose
                of any
                legitimate or beneficial interest of equity interest, or allows any
                other
                security interest set on it, other than the pledge on the equity
                interests
                of Transferor pursuant to Equity Pledge
                Agreement;

            


    

     

    
      	
               

            	
              2.2.3

            	
              Without
                prior written consent of the other Parties, the Parties shall not
                agree or
                support or execute any shareholders resolution at any shareholder
                meeting
                of IMJM Construction that approves IMJM Construction’s merger or
                association with any person, acquisition of any person or investment
                in
                any person;

            


    

     

    
      	
               

            	
              2.2.4

            	
              To
                notify Global Rise the occurrence or the potential occurrence of
                the
                litigation, arbitration or administrative procedure related to the
                equity
                interest owned by them;

            


    

     

    
      	
               

            	
              2.2.5

            	
              To
                cause the Board of Directors of IMJM Construction to approve the
                transfer
                of the Purchased Equity Interest subject to this
                Agreement;

            


    

     

    
      	
               

            	
              2.2.6

            	
              In
                order to keep its ownership of the equity interest, to execute all
                requisite or appropriate documents, conduct all requisite or appropriate
                actions, and make all requisite or appropriate claims, or make requisite
                or appropriate defend against fall claims of
                compensation;

            


    

     

    
      	
               

            	
              2.2.7

            	
              Upon
                the request of Global Rise, to appoint any person designated by Global
                Rise to be the directors of IMJM
                Construction;

            


    

     

    
      	
               

            	
              2.2.8

            	
              Upon
                the request of Global Rise at any time, to transfer its Equity Interest
                immediately to the representative designated by Global Rise
                unconditionally at any time and abandon its prior right of first
                refusal
                of such equity interest transferring to another available
                shareholder;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              2.2.9

            	
              To
                prudently comply with the provisions of this Agreement and other
                Agreements entered into collectively or respectively by the Transferor,
                IMJM Construction and Global Rise and perform all obligations under
                these
                Agreements, without taking any action or any nonfeasance that sufficiently
                affects the validity and enforceability of these
                Agreements;

            


    

     

    
      	
              3.

            	
              Representations
                and Warranties.  As of the execution date of this Agreement
                and every transferring date, IMJM Construction, the Shareholders
                of IMJM
                Construction hereby represent and warrant collectively and respectively
                to
                Global Rise as follows:

            


    

     

    
      	
               

            	
              3.1

            	
              It
                has the power and ability to enter into and deliver this Agreement,
                and
                any equity interest transferring Agreement (“Transferring
                Agreement,” respectively) having it as a party, for every single
                transfer of the Purchased Equity Interest according to this Agreement,
                and
                to perform its obligations under this Agreement and any Transferring
                Agreement.  Upon execution, this Agreement and the Transferring
                Agreements having it as a party will constitute a legal, valid and
                binding
                obligation of it enforceable against it in accordance with its
                terms;

            


    

     

    
      	
               

            	
              3.2

            	
              The
                execution, delivery of this Agreement and any Transferring Agreement
                and
                performance of the obligations under this Agreement and any Transferring
                Agreement will not: (i) cause to violate any relevant laws and regulations
                of PRC; (ii) constitute a conflict with its Articles of Association
                or
                other organizational documents; (iii) cause to breach any Agreement
                or
                instruments to which it is a party or having binding obligation on
                it, or
                constitute the breach under any Agreement or instruments to which
                it is a
                party or having binding obligation on it; (iv) cause to violate relevant
                authorization of any consent or approval to it and/or any continuing
                valid
                condition; or (v) cause any consent or approval authorized to it
                to be
                suspended, removed, or into which other requests be
                added;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              3.3

            	
              The
                shares of IMJM Construction are transferable, and IMJM Construction
                has
                not permitted or caused any security interest to be imposed upon
                the
                shares of IMJM Construction.

            


    

     

    
      	
               

            	
              3.4

            	
              IMJM
                Construction does not have any unpaid debt, other than (i) debt arising
                from its normal business; and (ii) debt disclosed to Global Rise
                and
                obtained by written consent of Global
                Rise;

            


    

     

    
      	
               

            	
              3.5

            	
              IMJM
                Construction has complied with all PRC laws and regulations applicable
                to
                the acquisition of assets and securities in connection with this
                Agreement;

            


    

     

    
      	
               

            	
              3.6

            	
              No
                litigation, arbitration or administrative procedure relevant to the
                Equity
                Interests and assets of IMJM Construction or IMJM Construction itself
                is
                in process or to be settled and the Parties have no knowledge of
                any
                pending or threatened claim;

            


    

     

    
      	
               

            	
              3.7

            	
              The
                Transferor bears the fair and salable ownership of its Equity Interest
                free of encumbrances of any kind, other than the security interest
                pursuant to the Equity Pledge
                Agreement.

            


    

     

    
      	
              4.

            	
              Assignment
                of Agreement

            


    

     

    
      	
               

            	
              4.1

            	
              IMJM
                Construction and the Shareholders of IMJM Construction shall not
                transfer their rights and obligations under this Agreement to any
                third
                party without the prior written consent of the other
                Parties.

            


    

    foreign
      entity

    
      	
               

            	
              4.2

            	
              IMJM
                Construction, the Shareholders of IMJM Construction hereby agrees
                that
                Global Rise shall be able to transfer all of its rights and obligation
                under this Agreement to a wholly-owned foreign entity (WOFE) in the
                PRC, owned by Global Rise and such transfer shall only be subject
                to a
                written notice sent to IMJM Construction, the Shareholders of IMJM
                Construction by Global Rise, and no any further consent from IMJM
                Construction, the Shareholders of IMJM Construction will be
                required.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Effective
                Date and Term

            


    

     

    
      	
               

            	
              5.1

            	
              This
                Agreement shall be effective as of the date first set forth
                above.

            


    

     

    
      	
               

            	
              5.2

            	
              The
                term of this Agreement is ten (10) years unless the early termination
                in
                accordance with this Agreement or other terms of the relevant agreements
                stipulated by the Parties. This Agreement may be extended according
                to the
                written consent of Global Rise before the expiration of this Agreement.
                The term of extension will be decided unanimously through mutual
                agreement
                of the Parties.

            


    

     

    
      	
               

            	
              5.3

            	
              If
                Global Rise or IMJM Construction terminates by the expiration of
                its
                operating period (including any extended period) or other causes
                in the
                term set forth in Section 5.2, this Agreement shall be terminated
                simultaneously, except Global Rise has transferred its rights and
                obligations in accordance with Section 4.2 of this
                Agreement.

            


    

     

    
      	
              6.

            	
              Applicable
                Law and Dispute Resolution

            


    

     

    
      	
               

            	
              6.1

            	
              Applicable
                Law.  The execution, validity, construing and performance of
                this Agreement and the resolution of disputes under this Agreement
                shall
                be governed by the laws of PRC.

            


    

     

    
      	
               

            	
              6.2

            	
              Dispute
                Resolution.  The parties shall strive to settle any dispute
                arising from the interpretation or performance in connection with
                this
                Agreement through friendly consultation. In case no settlement can
                be
                reached through consultation within thirty (30) days after such dispute
                is
                raised, each party can submit such matter to China International
                Economic
                and Trade Arbitration Commission (the “CIETAC”) in accordance with its
                rules.  Arbitration shall take place in Beijing and the
                proceedings shall be conducted in Chinese. Any resulting arbitration
                award
                shall be final conclusive and binding upon both
                parties.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Taxes
                and Expenses.  Each Party shall, according to the PRC laws,
                bear any and all registering taxes, costs and expenses for equity
                transfer
                arising from the preparation and execution of this Agreement and
                all
                Transferring Agreements, and the completion of the transactions under
                this
                Agreement and all Transferring
                Agreements.

            


    

     

    
      	
              8.

            	
              Notices.  Notices
                or other communications required to be given by any party pursuant
                to this
                Agreement shall be written in English and Chinese and delivered personally
                or sent by registered mail or postage prepaid mail or by a recognized
                courier service or by facsimile transmission to the address of relevant
                each party or both parties set forth below or other address of the
                party
                or of the other addressees specified by such party from time to time.
                The
                date when the notice is deemed to be duly served shall be determined
                as
                the follows: (a) a notice delivered personally is deemed duly served
                upon
                the delivery; (b) a notice sent by mail is deemed duly served the
                tenth
                (10th)
                day after the date when the air registered mail with postage prepaid
                has
                been sent out (as is shown on the postmark), or the fourth (4th)
                day after
                the delivery date to the internationally recognized courier service
                agency; and (c) a notice sent by facsimile transmission is deemed
                duly
                served upon the receipt time as is shown on the transmission confirmation
                of relevant documents.

            


    

    
       

      
        
          	
                  If
                    to Speedhaul, Gold Horse or Global Rise:

                
	 	 
	
                  Address:

                	
                  No.
                    31 Tongdao South Road, Huiming District

                
	 	
                  Hohhot
                    City, Inner Mongolia, China 010030

                
	 	 
	
                  Fax:

                	
                  86
                    (471) 339-7016

                
	 	 
	
                  If
                    to IMJM Construction:

                
	 	 
	
                  Address:

                	
                  No.
                    31 Tongdao South Road, Huiming District

                
	 	
                  Hohhot
                    City, Inner Mongolia, China 010030

                
	 	 
	
                  Fax:

                	
                  86
                    (471) 339-7016

                
	 	 
	
                  If
                    to the Shareholders of IMJM Construction:

                
	 	 
	
                  Address:

                	
                  c/o
                    Liankuan Yang

                
	 	
                  No.
                    31 Tongdao South Road, Huiming District

                
	 	
                  Hohhot
                    City, Inner Mongolia, China 010030

                
	 	 
	
                  Fax:

                	
                  86
                    (471) 339-7016

                


        

      

       

       

      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Confidentiality.  The
                Parties acknowledge and confirm any oral or written materials exchanged
                by
                the Parties in connection with this Agreement are confidential. The
                Parties shall maintain the secrecy and confidentiality of all such
                materials. Without the written approval by the other Parties, any
                Party
                shall not disclose to any third party any relevant materials, but
                the
                following circumstances shall be
                excluded:

            


    

     

    
      	
               

            	
              a.

            	
              The
                materials that is known or may be known by the general public (but
                not
                include the materials disclosed by each party receiving the
                materials);

            


    

     

    
      	
               

            	
              b.

            	
              The
                materials required to be disclosed subject to the applicable laws
                or the
                rules or provisions of stock exchange;
                or

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              c.

            	
              The
                materials disclosed by each Party to its legal or financial consultant
                relating the transaction of this Agreement, and this legal or financial
                consultant shall comply with the confidentiality set forth in this
                Section.  The disclosure of the confidential materials by staff
                or employed institution of any Party shall be deemed as the disclosure
                of
                such materials by such Party, and such Party shall bear the liabilities
                for breaching the contract. This clause shall survive whatever this
                Agreement is invalid, amended, revoked, terminated or unable to implement
                by any reason.

            


    

     

    
      	
              10.

            	
              Further
                Warranties.  The Parties agree to promptly execute documents
                reasonably required to perform the provisions and the aim of this
                Agreement or documents beneficial to it, and to take actions reasonably
                required to perform the provisions and the aim of this Agreement
                or
                actions beneficial to it.

            


    

     

    
      	
              11.

            	
              Miscellaneous.

            


    

     

    
      	
               

            	
              11.1

            	
              Amendment,
                Modification and Supplement.  Any amendment and supplement
                to this Agreement shall only be effective is made by the Parties
                in
                writing, and no amendment may be made without the prior unanimous
                approval
                of the Board of Directors of
                Speedhaul.

            


    

     

    
      	
               

            	
              11.2

            	
              Entire
                Agreement.  Notwithstanding the Article 5 of this Agreement,
                the Parties acknowledge that this Agreement constitutes the entire
                agreement of the Parties with respect to the subject matters therein
                and
                supercede and replace all prior or contemporaneous agreements and
                understandings in verb or/and in
                writing.

            


    

     

    
      	
               

            	
              11.3

            	
              Severability.  If
                any provision of this Agreement is judged as invalid or non-enforceable
                according to relevant Laws, the provision shall be deemed invalid
                only
                within the applicable laws and regulations of the PRC, and the validity,
                legality and enforceability of the other provisions hereof shall
                not be
                affected or impaired in any way. The Parties shall, through fairly
                consultation, replace those invalid, illegal or non-enforceable provisions
                with valid provisions that may bring the similar economic effects
                with the
                effects caused by those invalid, illegal or non-enforceable
                provisions.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              11.4

            	
              Headings.  The
                headings contained in this Agreement are for the convenience of reference
                only and shall not affect the interpretation, explanation or in any
                other
                way the meaning of the provisions of this
                Agreement.

            


    

     

    
      	
               

            	
              11.5

            	
              Language
                and Copies.  This Agreement has been executed in Chinese in
                four (4) duplicate originals; each Party holds one (1) original and
                each
                duplicate original shall have the same legal
                effect.

            


    

     

    
      	
               

            	
              11.6

            	
              Successor.  This
                Agreement shall bind and benefit the successor of each Party and
                the
                transferee allowed by each Party.

            


    

     

    
      	
               

            	
              11.7

            	
              Survival.  Any
                obligation taking place or at term hereof prior to the end or termination
                ahead of the end of this Agreement shall continue in force and effect
                notwithstanding the occurrence of the end or termination ahead of
                the end
                of the Agreement. Article 6, Article 8, Article 9 and Section 11.7
                hereof
                shall continue in force and effect after the termination of this
                Agreement.

            


    

     

    
      	
               

            	
              11.8

            	
              Waiver.  Any
                Party may waive the terms and conditions of this Agreement in writing
                with
                the signature of the Parties. Any waiver by a Party to the breach
                by other
                Parties within certain situation shall not be construed as a waiver
                to any
                similar breach by other Parties within other
                situations.

            


    

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    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

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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%