AMENDED AND RESTATED OPERATING AGREEMENT by and among SPEEDHAUL HOLDINGS, INC. GOLD HORSE INTERNATIONAL, INC. GLOBAL RISE INTERNATIONAL LIMITED INNER MONGOLIA JIN MA REAL ESTATEDEVELOPMENT COMPANY LIMITED(IMJM REAL ESTATE) and SHAREHOLDERS OF IMJM REAL ESTATE (English Translation)

1.

Global Rise agrees, subject to the satisfaction of the relevant provisions by IMJM Real Estate herein, as the guarantor for IMJM Real Estate in the contracts, agreements or transactions in connection with IMJM Real Estate’s operation between IMJM Real Estate and any other third party, to provide full guarantee for the performance of such contracts, agreements or transactions by IMJM Real Estate.  IMJM Real Estate agrees, as a counter-guarantee, to pledge all of its assets, including accounts receivable, to Global Rise.  According to the aforesaid guarantee, Global Rise wishes to enter into written guarantee agreements with IMJM Real Estate’s counter parties thereof to assume liability as the guarantor when and if needed; therefore, IMJM Real Estate and Shareholders of IMJM Real Estate shall take all necessary actions (including but not limited to executing and delivering relevant documents and filing of relevant registrations) to carry out the arrangement of counter-guarantee to Global Rise.

2.

In consideration of the requirement of Article 1 herein and assuring the performance of the Services Agreement between Global Rise and IMJM Real Estate and the payment of the payables accounts by IMJM Real Estate to Global Rise, IMJM Real Estate together with the Shareholders of IMJM Real Estate hereby jointly and severally agree that IMJM Real Estate shall not conduct any transaction which may materially affects the assets, obligations, rights or the operations of IMJM Real Estate (excluding the business contracts, agreements, sell or purchase assets during IMJM Real Estate’s regular operation and the lien obtained by relevant counter parties due to such agreements) without prior written consent of Global Rise, including but not limited to the following:

 

2.1

To borrow money from any third party or assume any debt;

 

2.2

To sell, license, transfer, or acquire from or to any third party any asset or right, including but not limited to any plant, equipment, real property or personal property, or any intellectual property right;

 

2.3

To provide any guarantees to any third parties using its assets or intellectual property rights or to provide any guaranty for any third party obligations;

 

2.4

To assign to any third party any agreements related to the Business.

 

2.5

To engage in any other business consulting agreements with any third party or to engage in any other business activities other than the Business.

3.

In order to ensure the performance of the Services Agreement between Global Rise and IMJM Real Estate and the payment of the various payables by IMJM Real Estate to Global Rise, IMJM Real Estate together with the Shareholders of IMJM Real Estate hereby jointly and severally agree to accept, from time to time, operation guidance set by Global Rise on, including but not limited to, business and marketing strategies, business planning, business operation guidance, the appointment and dismissal of its directors and officers, the hiring and firing employees, its daily operation of the Business, and its financial and budgeting system.

4.

IMJM Real Estate together with the Shareholders of IMJM Real Estate hereby jointly and severally agree that and the Shareholders of IMJM Real Estate shall appoint the person recommended by Global Rise as the directors of IMJM Real Estate, and IMJM Real Estate shall appoint Global Rise’s senior managers as IMJM Real Estate’s General Manager, Chief Financial Officer, and other senior officers. If any of the above senior officers resigns or is dismissed by Global Rise, he or she shall no longer be qualified to take any position as an officer or director of IMJM Real Estate and IMJM Real Estate shall appoint other senior officers of Global Rise recommended by Global Rise to take such position. The person recommended by Global Rise in accordance with this Article herein should comply with the stipulation on the qualifications of directors, General Manager, Chief Financial Officer, and other senior officers pursuant to applicable law.

5.

IMJM Real Estate together with the Shareholders of IMJM Real Estate, hereby jointly and severally agree and confirm that IMJM Real Estate shall seek a guarantee from Global Rise prior to any attempt to obtain such guarantee from another party, if IMJM Real Estate needs any guarantee for the performance of any contract, loan or financing transaction. In such case, Global Rise shall have the right but not the obligation to provide the appropriate guarantee to IMJM Real Estate at its own discretion. If Global Rise decides not to provide such guarantee, Global Rise shall issue a written notice to IMJM Real Estate as soon as practicable and IMJM Real Estate may seek a guarantee from other third party.

6.

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

7.

Any amendment and supplement of this Agreement shall be made in writing signed by all parties and shall be subject to the prior unanimous consent of the members of the board of directors of Speedhaul. The amendment and supplement duly executed by all parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

8.

If any clause hereof is judged as invalid or non-enforceable according to applicable laws, such clause shall be deemed invalid only with respect to the affected clauses, and without affecting other clauses hereof in any way.

9.

IMJM Real Estate shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Global Rise. IMJM Real Estate hereby agrees that Global Rise may assign its rights and obligations under this Agreement at its discretion and such transfer shall only be subject to (a) unanimous consent of the Board of Directors of Speedhaul, and (b) a written notice sent to IMJM Real Estate by Global Rise, and no any further consent from IMJM Real Estate will be required.   Notwithstanding the foregoing, Global Rise may assign its rights and obligations under this Agreement to a wholly-owned foreign entity (“WOFE”) in the PRC that is a wholly-owned subsidiary of Global Rise, provided that such WOFE becomes a party to this Agreement.

10.

All parties acknowledge and confirm that any oral or written materials communicated pursuant to this Agreement are confidential documents. All parties shall keep secret of all such documents and not disclose any such documents to any third party without prior written consent (except the written consent of the Shareholders of IMJM Real Estate shall not be required) from other parties except under the following conditions: (a) such documents are known or shall be known by the public (excluding the receiving party discloses such documents to the public without authorization); (b) any documents disclosed in accordance with applicable laws or rules or regulations of stock exchange; (c) any documents required to be disclosed by any party to its legal counsel or financial consultant for the purpose of the transaction of this Agreement by any party, and such legal counsel or financial consultant shall also comply with the confidentiality as stated hereof. Any disclosure by employees or agencies employed by any party shall be deemed the disclosure of such party and such party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive termination of this Agreement.

11.

This Agreement shall be governed by and construed in accordance with the laws of the PRC.

12.

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

13.

This Agreement shall be executed by a duly authorized representative of each party as of the date first written above and become effective simultaneously.

14.

Notwithstanding Article 13 hereof, the parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

15.

The term of this agreement is ten (10) years unless early termination occurs in accordance with relevant provisions herein or in any other relevant agreements reached by all parties.  This Agreement may be extended only upon Global Rise’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by the Parties hereto through mutual consultation.  During the aforesaid term, if Global Rise or IMJM Real Estate is terminated at expiration of the operation term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination of such party, unless such party has already assigned its rights and obligations in accordance with Article 9 hereof.

16.

This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provision herein.  During the valid term of this Agreement, this Agreement may not be terminated by IMJM Real Estate.  Notwithstanding the above stipulation, and upon unanimous consent of the Board of Directors of Speedhaul, Global Rise shall have the right to terminate this Agreement at any time by issuing a thirty (30) days prior written notice to IMJM Real Estate.

17.

This Agreement has been executed in duplicate originals, each Party has received one (1) duplicate original, and all originals shall be equally valid. This Agreement has both an English version and a Chinese version. Both versions are equally authentic. Where a comparison of the authentic texts of both versions of this Agreement renders a difference in meaning, the meaning which best reconciles the texts, having regard to the object and purpose of this Agreement shall be adopted.