Exhibit
10.46




SECURITY
INTEREST AND PLEDGE AGREEMENT





SECURITY
INTEREST AND PLEDGE AGREEMENT (“Pledge Agreement”) dated as of October 31, 2007
by and among CAMOFI Master LDC and CAMHZN Master LDC (collectively, “Secured
Parties”), D. L. Claire Capital, Inc., a Delaware corporation with its principal
business address at 60 East 42ndStreet, Suite 3405, New York, New York 10165 (the “Company” or the
“Debtor”), Marshall Holdings International, Inc., a Nevada corporation with its
principal business address at 2555 East Washburn Road, North Las Vegas, Nevada
89081 (“MHII”) and Richard A. Bailey, Florian R. Ternes, and Neptune
Communications, Inc., a Nevada corporation.





RECITALS





A.  
         Reference is made to (i)
that certain Purchase Agreement of even date herewith (the “Purchase Agreement”)
to which the Company and the Secured Parties are parties, and (ii) the
Transaction Agreements (as that term is defined in the Loan Agreement),
including, without limitation, the Notes. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the relevant
Transaction Agreements.





B.  
         Pursuant to the
Transaction Agreements, the Debtor has certain obligations to the Secured
Parties (all such obligations, the “Obligations”), including, but not limited
to, obligations to pay principal and interest of the Notes, which was issued in
the original aggregate principal amount of $650,000, on the Maturity Date. The
Note Obligations are secured by (i) the pledge of certain stock of (a) the
Company and (b) MHII and (ii) certain real estate as more fully described below.
The obligations of the Company and of the Pledgors, if any, under the Notes are
referred to collectively as the “Note Obligations.”





C.    
       To secure the Note Obligations, the
Pledgors have agreed to pledge certain shares of Common Stock of (a) the Company
and (b) MHII held by the Pledgors to the Secured Parties as security for the
performance of the Note Obligations.





D.   
        The Pledgors are shareholders
and/or affiliates of the Debtor or otherwise benefit from the transactions
described in the Purchase Agreement and have determined that it is in the
Pledgors’ best interests, including to the benefit of the other interests of the
Pledgors in the Company, to provide the pledge referred to herein.





E.    
        The Secured Parties is willing
to enter into the Purchase Agreement and the other Transaction Agreements only
upon receiving the Pledgors’ pledge of certain stock of (a) the Company and (b)
MHII, as set forth in this Pledge Agreement.





NOW,
THEREFORE, in consideration of the premises, the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:


1


1.          
  Grant of
Security Interest.





(a)           To
secure the Note Obligations of Debtor, the Pledgors hereby pledge to the Secured
Parties (i) all of the shares of Common Stock (the “Pledged Shares”) set forth
on the attached Schedule 2 of this Agreement (Unless otherwise set forth on
Schedule 2 of this Agreement, the Pledgors are the beneficial and record owner
of the Pledged Shares set forth opposite the Pledgor’s name on such Schedule),
(ii) certain real estate (the “Real Estate”) evidenced by mortgages in the form
attached hereto as Exhibit A (collectively, the “Mortgage”). Such Pledged Shares
and Real Estate together with any substitutes therefor, or proceeds thereof, are
hereinafter referred to collectively as the “Collateral.”





(b)           MHII
represents and warrants to the Secured Parties that the Pledged Shares are duly
authorized, validly issued, fully paid and non-assessable and that it will not
permit the transfer of the Pledged Shares except in accordance with this Pledge
Agreement while the same is in effect.





(c)           (i) MHII has
given written notice to the Transfer Agent regarding the creation of the
security interest of the Secured Parties in the Collateral. MHII has instructed
the Transfer Agent (A) to record on its books the existence of such security
interest with respect to the Pledged Shares, (B) to transfer Pledged Shares in
accordance with the instructions of the Secured Parties without further action
of MHII, and (C) except upon such instructions of the Secured Parties or until
written notice is given by the Secured Parties that such security interest has
been released to the Pledgor in whole or in part, to not allow a transfer of the
shares representing any part of the Collateral or to replace the certificates
representing the Collateral; and





(ii) The Pledgors
hereby consent to the provisions of the preceding subparagraph (i) and
authorizes the Company to provide such notice and instructions to the Transfer
Agent.





2.      
      Obligations Secured.
During the term hereof, the Collateral shall secure the following:





(a)           The
performance by the Company of the Note Obligations; and





(b)           The
payment of all fees and the delivery of all stock other than principal and
interest under the Notes and any other agreements between the Company and the
Secured Parties.





(c)           The
performance by the Pledgors of their obligations, covenants, and agreements
under this Agreement.




The
obligations, covenants and agreements described in clauses (a), (b) and (c) are
the “Obligations.”





3.         
    Perfection of Security
Interests. Upon execution of this Pledge Agreement by the Debtor and the
Pledgors,


2


(a)           the
Pledgors shall deliver and transfer possession of the stock certificates
identified opposite the Pledgor’s name on Schedule 2 of this Agreement
(collectively, the “Pledged Certificates”), together with stock transfer powers
duly executed in blank by the registered owner of the shares represented by such
Certificates, with appropriate Medallion signature guaranty (“Stock Powers”), to
the Secured Parties.





(b)           the
Pledgors shall deliver and transfer possession of the Mortgage, to the Secured
Parties. Said Mortgage shall be recorded in the County Clerk’s
Office.





The
Collateral will be held by the Secured Parties or the Brokerage Firm, to perfect
the security interest of the Secured Parties, until the earlier of





(i) the
payment in full of all amounts due under the Notes and all other agreements
between the Company and the Secured Parties, or





(ii)
foreclosure of Secured Parties's security interests as provided
herein.





(c)           The
Debtor and the Pledgors hereby appoint the Secured Parties, as attorney-in-fact
with powers of substitution, to execute all documents and perform all acts in
order to perfect and maintain a valid security interest for Secured Parties in
the Collateral.





4.           
  Reserved.





5.       
      Pledgors’ Warranty.
The Pledgors represent and warrant hereby to the Secured Parties as follows with
respect to the Pledged Shares set forth opposite the Pledgor’s name on Schedule
2 to this Agreement:





A.      
     With respect to title to the Transferred
Shares





(i)       
     that upon transfer by the Pledgor of the Pledgor’s
Certificates and Stock Powers to Secured Parties pursuant to this Agreement at
such time, if any, as contemplated hereby upon the occurrence of an Event of
Default, the purchaser of the Pledged Shares or the Secured Parties, as
contemplated herein, as the case may be, will have good title (both record and
beneficial) to the relevant Pledged Shares;





(ii)     
      that there are no restrictions upon transfer
and pledge of the Pledged Shares pursuant to the provisions of this Agreement
except the restrictions, to the extent applicable, imposed by Rule 144 under the
Securities Act of 1933;





(iii)           that
the Pledged Shares are free and clear of any encumbrances of every nature
whatsoever, the Pledgor is the sole owner of the Pledged Shares, and such shares
are duly authorized, validly issued, fully paid and non-assessable;





(iv)           that
the Pledgor has owned the Pledged Shares since the date specified on Schedule 2
to this Agreement and that such shares were fully paid for as of such specified
date; and


3


(v)           that
the Pledgor agrees not to grant or create, any security interest, claim, lien,
pledge or other encumbrance with respect to the Pledgor’s Pledged Shares or
attempt to sell, transfer or otherwise dispose of any of such shares until the
Obligations have been paid in full or this Agreement has
terminated.





B.      
      With respect to certain
other matters:





(i)      
      that the Pledgor has made necessary
inquiries of the Company and believes that the Company fully intends to fulfill
and has the capability of fulfilling the Obligations to be performed by the
Company in accordance with the terms of the Transaction Agreements;





(ii)    
       that the Pledgor is not acting, and
has not agreed to act, in any plan to sell or dispose of the Pledged Shares in a
manner intended to circumvent the registration requirements of the Securities
Act of 1933, as amended, or any applicable state law;





(iii)           that
Pledgor has been advised by counsel of the elements of a bona-fide pledge for
purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended,
including the relevant SEC interpretations and affirms the pledge of shares by
the Pledgor pursuant to this Pledge Agreement will constitute a bona-fide pledge
of such shares for purposes of such Rule; and





(iv)           that
this Pledge Agreement constitutes a legal, valid and binding obligation of the
Pledgor enforceable in accordance with its terms (except as the enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, and similar laws, now or hereafter in
effect).





(v)           that
the Pledgor’s address is as provided under the Pledgor’s signature on the
signature page hereof.





6.             Reports under Securities Act
and Exchange Act. With a view to making available to Secured Parties the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit Secured Parties to
sell securities of MHIIto the public without Registration (“Rule 144”), MHII
agrees to:





(i)  
          make and keep public
information available, as those terms are understood and defined in Rule
144;





(ii)      
     file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and





(iii)           until
the date when the Secured Parties may sell all Registrable Securities under Rule
144 without volume or other restrictions or limits (the “Unrestricted Sale
Date”), furnish to the Secured Parties so long as the Secured Parties owns or
has a security interest in the Pledged Shares (a “Holder”), promptly upon
request, (i) a written statement by the Company that it has complied with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) if not available on the SEC’s EDGAR system, a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company and (iii) such other information as may be reasonably
requested to permit the Secured Parties to sell such securities pursuant to Rule
144 without registration; and


4


(d)           at
the request of any Holder, give its Transfer Agent instructions (supported by an
opinion of the Company’s counsel, if required or requested by the Transfer
Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder
of


(i) a
certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding
period (as determined in accordance with the provisions of Rule 144) for the
Pledged Shares which the Holder proposes to sell (the “Securities Being Sold”)
is not less than (1) year and (B) as to such other matters as may be appropriate
in accordance with Rule 144 under the Securities Act,
and





the
Transfer Agent is to effect the transfer of the Securities Being Sold and issue
to the buyer(s) or transferee(s) thereof one or more stock certificates
representing the transferred Securities Being Sold without any restrictive
legend and without recording any restrictions on the transferability of such
shares on the Transfer Agent’s books and records (except to the extent any such
legend or restriction results from facts other than the identity of the Holder,
as the seller or transferor thereof, or the status, including any relevant
legends or restrictions, of the shares of the Securities Being Sold while held
by the Holder). If the Transfer Agent reasonably requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.





7.       
     Voting Rights. Unless
and until the Secured Parties has exercised its rights under this Pledge
Agreement to foreclose its security interest in the Collateral, the Pledgor
shall have the right to exercise any voting rights evidenced by, or relating to,
the Collateral.





8.       
     Warrants and Options.
In the event that, during the term of this Pledge Agreement, subscription,
warrants, dividends, or any other rights or option shall be issued to the
Pledgors in connection with the Collateral, such warrants, dividends, rights and
options shall be immediately delivered to Secured Parties to be held under the
terms hereof in the same manner as the Collateral.





9.          
  Preservation of the Value of
the Collateral and Reimbursement of Secured Parties. Pledgor shall pay
all taxes, charges, and assessments against the Collateral and do all acts
necessary to preserve and maintain the value thereof. On failure of Pledgor so
to do, Secured Parties may make such payments on account thereof as (in Secured
Parties's discretion) is deemed desirable, and Pledgor shall reimburse Secured
Parties immediately on demand for any and all such payments expended by Secured
Parties in enforcing, collecting, and exercising its remedies
hereunder.


5


10.           Default and
Remedies.





(a)        
   For purposes of this Agreement, “Event of Default” shall mean
any one or more of the following events:





(i)     
      any default in the performance by the
Company or any Pledgor of any of the Note Obligations, after the expiration,
without cure, of the cure period (but only if any such cure period is
specifically provided in the Transaction Agreements and without any regard to
any cure period if no such cure period is provided; it being specifically
acknowledged by the Company and the Pledgor that all payment obligations are
time of the essence obligations, with no cure periods provided), or





(ii)    
       a breach by the Company or Pledgor of
any of the its respective representations, warranties, covenants or agreements
in this Pledge Agreement, subject to applicable cure periods.





(b) During the
term of this Pledge Agreement, the Secured Parties shall have the following
rights after any Event of Default and for so long as the Obligations are not
satisfied in full:





(i) the
rights and remedies provided by the Uniform Commercial Code as adopted by the
State of New York (as said law may at any time be amended), except that the
Secured Parties waives any right to a deficiency pursuant to Section 9-608
thereof or otherwise;





(ii) the
right to receive and retain all dividends, payments and other distributions of
any kind upon any or all of the Pledged Shares as additional Collateral;
and





(iii) the
right to sell, at a public or private sale, the Collateral or any part thereof
for cash, upon credit or for future delivery, and at such price or prices in
accordance with the Uniform Commercial Code (as such law may be amended from
time to time); it being understood that one or more of the Secured Parties may,
but shall not be required to, take such actions jointly. Upon any such sale,
Secured Parties shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold. Secured Parties shall give the Pledgor
not less than ten (10) days written notice of its intention to make any such
sale. Any such sale shall be held at such time or times during ordinary business
hours and at such place or places as Secured Parties may fix in the notice of
such sale. Secured Parties may adjourn or cancel any sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
the sale, and such sale may be made at any time or place to which the same may
be so adjourned. In case of any sale of all or any part of the Collateral upon
terms calling for payments in the future, any Collateral so sold may be retained
by Secured Parties until the selling price is paid by the purchaser thereof, but
Secured Parties shall incur no liability in the case of the failure of such
purchaser to take up and pay for the Collateral so sold and, in the case of such
failure, such Collateral may again be sold upon like notice. Secured Parties,
however, instead of exercising the power of sale herein conferred upon it, may
proceed by a suit or suits at law or in equity to foreclose the security
interest and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction, the Pledgors having been
given due notice of all such action. Secured Parties shall incur no liability as
a result of a sale of the Collateral or any part thereof.


6


(iv) in
addition to its rights and remedies under this agreement, the Notes and all
Transaction Agreements, the Company shall have full recourse against any real,
personal, tangible or intangible assets of Pledgors, and may pursue any legal or
equitable remedies that are available to it.





11.           Waiver. Each of the
Debtor and the Pledgors waives any right that it may have to require Secured
Parties to proceed against any other person, or proceed against or exhaust any
other security, or pursue any other remedy Secured Parties may
have.





12.           Term of Agreement.
This Pledge Agreement shall continue in full force and effect until the earlier
of the payment in full of the Notes. If the Notes is paid in full, the security
interests in the relevant Collateral shall be deemed released, and any portion
of the Collateral not transferred to or sold by any one or more Secured Parties
shall be returned to the Pledgors. Upon termination of this Pledge Agreement,
the relevant Collateral shall be returned within five (5) Trading Days to Debtor
or to the Pledgor, as contemplated above.





13.           Reserved.





14.           General
Provisions:





14.1         Binding Agreement; No
Modification of Transaction Agreements. This Pledge Agreement shall be
binding upon and shall inure to the benefit of the successors and assigns of the
respective parties hereto. Except to the extent specifically provided herein,
nothing in this Pledge Agreement shall limit or modify any provision of any of
the Transaction Agreements





14.2         Captions. The
headings used in this Pledge Agreement are inserted for reference purposes only
and shall not be deemed to define, limit, extend, describe, or affect in any way
the meaning, scope or interpretation of any of the terms or provisions of this
Pledge Agreement or the intent hereof.





14.3         Counterparts. This
Pledge Agreement may be signed in any number of counterparts with the same
effect as if the signatures upon any counterpart were upon the same instrument.
All signed counterparts shall be deemed to be one original. A facsimile
transmission of this signed Pledge Agreement shall be legal and binding on all
parties hereto.




14.4         Further Assurances.
The parties hereto agree that, from time to time upon the written request of any
party hereto, they will execute and deliver such further documents and do such
other acts and things as such party may reasonably request in order fully to
effect the purposes of this Pledge Agreement. The Transfer Agent Instructions
annexed hereto are deemed an integral part of this Pledge
Agreement.


7




14.5         Waiver of Breach. Any
waiver by either party of any breach of any kind or character whatsoever by the
other, whether such be direct or implied, shall not be construed as a continuing
waiver of or consent to any subsequent breach of this Pledge
Agreement.





14.6         Cumulative Remedies.
The rights and remedies of the parties hereto shall be construed cumulatively,
and none of such rights and remedies shall be exclusive of, or in lieu or
limitation of any other right, remedy, or priority allowed by applicable
law.





14.7          Amendment. This
Pledge Agreement may be modified only in a written document that refers to this
Pledge Agreement and is executed by Secured Parties, the Pledgor and the
Debtor.





14.8          Interpretation. This
Pledge Agreement shall be interpreted, construed, and enforced according to the
substantive laws of the State of New York.





14.9          Governing Law. This
Pledge Agreement shall be governed by and construed in accordance with the laws
of the State of New York. Each of the parties consents to the jurisdiction of
the federal courts whose districts encompass any part of the County of New York
or the state courts of the State of New York sitting in the County of New York
in connection with any dispute arising under this Pledge Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non
coveniens, to the bringing of any such proceeding in such
jurisdictions.





14.10        WAIVER OF JURY TRIAL.
The parties to this Pledge Agreement hereby waive a trial by jury in any action,
proceeding or counterclaim brought by any of them against any other in respect
of any matter arising out or in connection with this Pledge
Agreement.





14.11        Notice. Any notice or
other communication required or permitted to be given hereunder shall be
effective upon receipt. Such notices may be sent (i) in the United States mail,
postage prepaid and certified, (ii) by express courier with receipt, (iii) by
facsimile transmission, with a copy subsequently delivered as in (i) or (ii)
above. Any such notice shall be addressed or transmitted as
follows:





If to the
Secured Parties, to:


CAMOFI
Master LDC


350
Madison Avenue


New York,
NY 10017


Tel:
646-758-6755


Fax:
646-304-0500





If to the
Company, to:


D.L.
Claire Capital, Inc.


60 East
42ndStreet


Suite
3405


New York,
New York 10165


8


If to
MHII, to:


Marshall
Holdings International, Inc.


2555 East
Washburn Road


North Las
Vegas, Nevada 89081





If to
Richard A. Bailey, to:


Marshall
Holdings International, Inc.


2555 East
Washburn Road


North Las
Vegas, Nevada 89081





If to
Florian R. Ternes, to:


Marshall
Holdings International, Inc.


2555 East
Washburn Road


North Las
Vegas, Nevada 89081





If to
Neptune Communications, Inc., to:


c/o
Florian R. Ternes


2555 East
Washburn Road


North Las
Vegas, Nevada 89081





Any
party may change its address by notice similarly given to the other parties
(except that a Secured Parties need not give notice to other Secured
Parties).





14.12        Acknowledgement by Debtor
and Pledgors. In the event that any provision of the Transaction
Agreements, the Guarantee or this Pledge Agreement as applied to any party or
circumstances shall be adjudged by a court to be invalid or unenforceable, each
of the Debtor or the Pledgor, as the case may be, acknowledges and agrees that
this Pledge Agreement shall remain valid and enforceable in all respects against
the Debtor and the Pledgor.





[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.


THE
SIGNATURES OF THE PARTIES ARE ON THE NEXT PAGE.]


9


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month
and year first above written.





CAMOFI
MASTER LDC








By:Name:Title:





CAMHZN
MASTER LDC








By:Name:Title:





D.L.CLAIRE
CAPITAL, INC.:








By:
            /s/
      David FuselierName:
            David FuselierTitle:
            President





MARSHALL
HOLDINGS INTERNATIONAL, INC.








By:
            /s/
      Richard A. BaileyName:
            Richard A. BaileyTitle:
            President and Chief Executive
      Officer





/s/
      Richard A. BaileyRICHARD
      A. BAILEY2555
      East Washburn RoadNorth
      Las Vegas, Nevada 89081Tax Id.
      No.:
            ###-##-####


10


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month
and year first above written.





CAMOFI
MASTER LDC








By:Name:Title:





CAMHZN
MASTER LDC








By:Name:Title:





D.L.CLAIRE
CAPITAL, INC.:








By:Name:
            David FuselierTitle:
            President





MARSHALL
HOLDINGS INTERNATIONAL, INC.








By:
            /s/
      Richard A. BaileyName:
            Richard A. BaileyTitle:
            President and Chief Executive
      Officer





/s/
      Richard A. BaileyRICHARD
      A. BAILEY2555
      East Washburn RoadNorth
      Las Vegas, Nevada 89081Tax Id.
      No.:
            ###-##-####


11





/s/
      Florian R. TernesFLORIAN
      R. TERNES2555
      East Washburn RoadNorth
      Las Vegas, Nevada 89081Tax
      Id. No.:
            ###-##-####





NEPTUNE
COMMINCIATIONS, INC.





By:
            /s/
      Florian R. TernesName:
            Florian
      R. TernesTitle:
            President2555
      East Washburn RoadNorth
      Las Vegas, Nevada 89081Tax
      Id. No.:




12


SCHEDULE
2




The
following shares are pledged hereunder as the Pledged Shares, each certificate
in the name of:







Certificate
      No.
            Name
            No.
      of Shares
            Ratio
            Date
      of Certificate101
            Neptune
      Communications
            125
            1,000
            01/13/03102
            Richard
      Bailey
            7,000
            1,000
            08/13/03108
            Richard
      Bailey
            17,000
            1,000
            09/04/03109
            Florian
      Ternes
            17,000
            1,000
            09/04/03110
            Richard
      Bailey
            35,000
            1,000
            10/06/03111
            Florian
      Ternes
            35,000
            1,000
            10/06/03112
            Richard
      Bailey
            42,000
            1,000
            10/22/03113
            Florian
      Ternes
            42,000
            1,000
            10/22/03114
            Richard
      Bailey
            50,000
            1,000
            11/14/03116
            Richard
      Bailey
            200,000
            1,000
            12/16/03117
            Florian
      Ternes
            200,000
            1,000
            12/16/03118
            Florian
      Ternes
            135,000
            1,000
            01/07/04119
            Richard
      Bailey
            135,000
            1,000
            01/07/04121
            Florian
      Ternes
            2,000,000
            1,000
            08/23/04153
            Richard
      Bailey
            10,000,000
            1,000
            08/31/06154
            Florian
      Ternes
            10,000,000
            1,000
            08/31/06155
            Florian
      Ternes
            5,000,000
            1,000
            03/28/07157
            Richard
      Bailey
            1,000,000
            1,000
            08/20/07


13


Exhibit
A


Mortgage






14