EXHIBIT 10.2

                         GOLD HORSE INTERNATIONAL, INC.

                       NOMINATION AND GOVERNANCE COMMITTEE
                                     CHARTER

                                  July 14, 2010

PURPOSE

The  Nomination  and  Governance  Committee  (the  "Committee")  of the Board of
Directors ("Board") of Gold Horse International, Inc. (the "Company") shall:

     *    assist the Board in identifying  individuals qualified to become Board
          members,  and  recommend  to the Board the  nominees  for  election as
          directors at the next annual meeting of stockholders;

     *    oversee,  review,  and make periodic  recommendations  concerning  the
          Company's corporate governance policies, and

     *    serve in an advisory  capacity to the Board and  Chairman of the Board
          on matters of organization, management succession plans, major changes
          in the  organizational  structure  of the  Company  and the conduct of
          Board activities.

ORGANIZATION AND MEMBERSHIP

All members of the Committee must satisfy the independence standards established
by the rules of the U. S. Securities and Exchange  Commission ("SEC") and of the
NASDAQ Capital Market, as applicable to the Company and as such requirements are
interpreted  by the  Board in its  business  judgment.  The  Committee  shall be
comprised  of not less than three  directors.  Each  Committee  member  shall be
subject  to annual  reconfirmation  and may be removed by the Board at any time.
Any such removal  from the  Committee  shall not affect the  member's  role as a
member of the Board.  The Committee  shall  consider  nominations  for directors
submitted by stockholders pursuant to the process established by the Committee.
<PAGE>
AUTHORITY AND RESPONSIBILITIES

To assist in the conduct of its responsibilities,  the Committee,  to the extent
it deems necessary or appropriate,  may consult with management, may seek advice
and assistance from Company  employees or others,  and may retain legal counsel,
and search firms.  The Committee has the sole  authority to retain and terminate
any search firm used to identify director  candidates and has the sole authority
to approve such firm's fees and other terms of retention. To the extent that the
Company pays a fee to any such third party,  the Committee shall disclose to the
Board the function performed by such third party.

The Committee has not established  specific  criteria or minimum  qualifications
that must be met by  committee-nominated or  stockholder-nominated  nominees for
director.  Regardless  of  the  source  of a  given  nominee's  nomination,  the
Committee  shall  evaluate  each  nominee  based  upon  his or  her  educational
attainments,  relevant experience and professional  stature.  The Nominating and
Corporate  Governance  Committee  primarily seeks  nominations for director from
institutional security holders,  members of the investment banking community and
current directors. The Committee shall include diversity among the factors to be
considered when identifying and evaluating a nominee for director, but otherwise
the  Committee  has no  separate  policy  with  regard to the  consideration  of
diversity in identifying and evaluating nominees.

The  Committee  shall report to the Board,  as  appropriate.  The  Committee may
delegate  any of its  responsibilities  and duties to one or more members of the
Committee,  except to the extent such delegation would be inconsistent  with the
requirements of the listing rules of the NASDAQ Capital Market or the Securities
Exchange Act of 1934.

The Committee shall:

     *    Develop  general  criteria  for the  selection  of and  qualifications
          desirable in members of the Board.

     *    Identify and review  candidates  for the Board and select or recommend
          to the full Board  candidates  for election to the Board at the annual
          meeting of stockholders,  and from time to time review the process for
          identifying and evaluating  candidates for election to the Board.  The
          Committee may engage consultants or third-party search firms to assist

                                       2
<PAGE>
          in identifying  and evaluating  potential  nominees and, to the extent
          that the Company pays a fee to any such third  party,  disclose to the
          Board the function performed by such third party.

     *    Review the  qualifications of prospective  directors for consideration
          by the Board as management's nominees for directors.

     *    Review from time to time the  appropriate  skills and  characteristics
          required of Board members,  including such factors as  requirements of
          law, stock exchange listing standards, matters of character, judgment,
          business  experience,  areas of  expertise,  diversity,  and  personal
          skills in  technology,  finance,  marketing,  international  business,
          financial reporting and other areas that are expected to contribute to
          an effective Board.

     *    Review    annually   and   oversee   the    selection,    composition,
          qualifications, requirements, membership, structure and performance of
          committees  of the  Board,  and  make  recommendations  to  the  Board
          regarding committee memberships and chairmanship and other matters, as
          appropriate.

     *    Review and assess the adequacy of the Company's  corporate  governance
          policies and recommend to the Board  modifications  to the policies as
          appropriate.

     *    Evaluate from time to time the size and  composition  of the Board and
          its committees.

     *    Evaluate the function and performance of the Board and its directors.

     *    Oversee and approve management continuity planning processes.

     *    Have full access to the Company's executives as necessary to carry out
          this responsibility. Perform any other activities consistent with this
          Charter,  the  Company's  Bylaws and governing law as the Committee or
          the Board deems necessary or appropriate.

     *    Review  the  Committee  Charter  from  time to time for  adequacy  and
          recommend any changes to the Board.

                                       3
<PAGE>
     *    Report to the  Board on the  major  items  covered  at each  Committee
          meeting.

     *    Consider and review the  qualifications  of nominations  for directors
          submitted by stockholders. Stockholder nominations for election to the
          board of directors  must be made by written  notification  received by
          the  Committee  not later than  sixty  days  prior to the next  annual
          meeting  of  stockholders.  Such  notification  shall  contain,  at  a
          minimum, the following information:

          1.   The name and residential  address of the proposed  nominee and of
               each notifying stockholder;

          2.   The principal occupation of the proposed nominee;

          3.   A representation that the notifying stockholder intends to appear
               in person  or by proxy at the  meeting  to  nominate  the  person
               specified in the notice;

          4.   The  total   number  of  our  shares   owned  by  the   notifying
               stockholder;

          5.   A description of all arrangements or  understandings  between the
               notifying  stockholder  and the  proposed  nominee  and any other
               person or persons  pursuant to which the nomination is to be made
               by the notifying stockholder;

          6.   Any  other  information  regarding  the  nominee  that  would  be
               required to be included in a proxy  statement filed with the SEC;
               and

          7.   The consent of the nominee to serve as a director of the Company,
               if elected.

The  Committee  will  return,  without  consideration,  any  notice of  proposed
nomination which does not contain the foregoing information.


                                       4