Exhibit
10.44




PURCHASE
AGREEMENT





THIS PURCHASE AGREEMENT, dated
as of October 31, 2007, is entered into by and among D. L. Claire Capital, Inc.,
a Delaware corporation with headquarters located at 60 East 42ndStreet, Suite 3405, New York,
New York 10165 (the “Company”), Marshall Holdings International, Inc., a Nevada
corporation with headquarters located at 2555 East Washburn Road, North Las
Vegas, Nevada 89081 (“MHII”), and CAMOFI Master LDC and any additional
purchasers whose signatures appear at the conclusion of this agreement
(collectively, the “Purchaser”).





W I T N E S S E T
H:





WHEREAS, the Company and the
Purchaser are executing and delivering this Agreement in accordance with and in
reliance upon the exemption from securities registration for offers and sales to
accredited investors afforded, inter alia, by Rule 506 under Regulation D
(“Regulation D”) as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933
Act”), and/or Section 4(2) of the 1933 Act; and





WHEREAS, the Purchaser wishes
to purchase a 12% Secured Promissory Notes of the Company (the “Notes”), subject
to and upon the terms and conditions of this Agreement and acceptance of this
Agreement by the Company, on the terms and conditions referred to herein;
and





WHEREAS,the Company’s
obligations to repay the Notes will be secured by all of the assets of MHII
pursuant to a Security Agreement (the “Security Agreement”), certain real estate
and by certain stock (the “Pledged Shares”) pledged by the Company and the
shareholders of MHII (each a “Pledgor” and together, the “Pledgors”) pursuant to
separate Security Interest and Pledge Agreements (the “Pledge
Agreements”).





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





1.       
AGREEMENT TO PURCHASE; PURCHASE PRICE.





a.       
Purchase.








(i)        Subject
to the terms and conditions of this Agreement and the other Transaction
Agreements, the Purchaser hereby agrees to purchase the Notes for the sum of
$650,000 (the “Purchase Amount”).





(ii)       The Notes referred to herein shall be
in the original principal amount of $650,000 and in the form ofAnnex Iannexed hereto. The Notes will be
secured by a pledge of all of MHII’s assets pursuant to a Security Agreement in
the form ofAnnex IIIand secured by the pledge
of the Pledged Shares under the terms of the Pledge Agreements, which Pledge
Agreements shall be substantially in the form ofAnnex VIhereto, which the Company
will acknowledge.


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(iii)     
In consideration for the Purchaser agreeing to purchase the Notes, MHII agrees
to issue to the Purchaser the Warrant at the closing of such purchase.
Additional provisions relating to the Warrant are provided below.





(iv)    
The purchase of the Notes and the issuance of the Warrant to the Purchaser and
the other transactions contemplated hereby are sometimes referred to herein and
in the other Transaction Agreements as the purchase and sale of the Securities
(as defined below), and are referred to collectively as the
“Transactions”.





b.        
Certain Definitions.As used herein, each of the following terms has the
meaning set forth below, unless the context otherwise requires:





“Affiliate”
means, with respect to a specific Person referred to in the relevant provision,
another Person who or which controls or is controlled by or is under common
control with such specified Person.





“Business
Day” means any day other than a Saturday, a Sunday or a day on which banks in
the City of New York are required or authorized by law to be
closed.





“Certificate”
means each of (i) the original ink-signed Notes duly executed by the Company
and (ii) the original Warrant.





“Closing
Date” means the date of the closing of the Transactions, as provided
herein.





“Common
Stock” means the common stock, par value $.001 per share, of MHII.





“Common
Stock Equivalents” means any securities of MHII which would entitle the holder
thereof to acquire at any time Common Stock, including without limitation, any
debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock.





“Company
Control Person” means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Company pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act (as defined below).





“Disclosure
Annex” means Annex Vto
this Agreement; provided, however, that the Disclosure Annex shall be arranged
in sections corresponding to the identified Sections of this Agreement, but the
disclosure in any such section of the Disclosure Annex shall qualify other
provisions in this Agreement to the extent that it would be readily apparent to
an informed reader from a reading of such section of the Disclosure Annex that
it is also relevant to other provisions of this Agreement.





“Exchange
Act” means the Securities Exchange Act of 1934, as amended.





“Holder”
means the Person holding the relevant Securities at the relevant
time.


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“Last
Audited Date” means December 31, 2006.





“Purchaser
Control Person” means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act.





“Liens”
means a lien, charge, security interest, encumbrance, right of first refusal,
preemptive right or other restriction.





“Material
Adverse Effect” means an event or combination of events, which individually or
in the aggregate, would reasonably be expected to (w) adversely affect the
legality, validity or enforceability of the Securities or any of the Transaction
Agreements, (x) have or result in a material adverse effect on the results of
operations, assets, prospects, or condition (financial or otherwise) of the
Company, taken as a whole, (y) adversely impair the Company's ability to perform
fully on a timely basis its obligations under any of the Transaction Agreements
or the transactions contemplated thereby, or (z) materially and adversely affect
the value of the rights granted to the Purchaser in the Transaction
Agreements.





“MHII
Guarantee” means the Guarantee dated as of October 26, 2007 between MHII and the
Purchaser.





“Person”
means any living person or any entity, such as, but not necessarily limited to,
a corporation, partnership or trust.





“Purchaser
Control Person” means each director, executive officer, promoter, and such other
Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under
the 1933 Act or Section 20 of the 1934 Act.





“Principal
Trading Market” means the Pink Sheet Electronic Quotation Service markets or
such other market on which the Common Stock is principally traded at the
relevant time.





“Registrable
Securities” means all of the following: (i) the Warrant Shares, and (ii) any
shares of MHII’s common stock that is issued to the Purchaser in connection with
any other agreements between the parties hereto, except to the extent such
shares can then be sold by the Holder without volume or other restrictions or
limits.





“Registration
Rights Provisions” means the piggy-back registration rights contemplated by the
terms of this Agreement, if any, including, but not necessarily limited to,
Section 4(g) hereof, and of the other Transaction Agreements.





“Registration
Statement” means an effective registration statement covering the Registrable
Securities.





“Securities” means the Notes, the
Warrant, the shares underlying the Warrant, and any shares of common stock of
MHII that may be issued to the Purchaser in connection with any other agreements
between the parties.


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“Security
Agreement” means the Security Agreement dated as of October 26, 2007 between the
Company, MHII and the Purchaser.




“Shares”
means the shares of representing any or all of the Warrant Shares and, where
relevant, the Pledged Shares.





“Subsidiary”
means any subsidiary of MHII as set forth on the Disclosure Annex.





“Trading
Day” means any day during which the Principal Trading Market shall be open for
business.





“Transfer
Agent” means, at any time, the transfer agent for MHII’s Common
Stock.




“Transaction
Agreements” means this Purchase Agreement, the Notes, the Security Agreement,
the MHII Guarantee, the Pledge Agreements, the Warrant and includes all
ancillary documents referred to in those agreements.





“Transaction
Fees” means the reasonable legal and due diligence fees incurred by the
Purchaser.





“VWAP”
means, for any date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted on a Principal
Trading Market, the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the primary Trading Market on which
the Common Stock is then listed or quoted as reported by Bloomberg Financial
L.P. (based on a Trading Day from 9:30 a.m. EST to 4:02 p.m. Eastern Time) using
the VAP function; (b) if the Common Stock is not then listed or quoted on the
Principal Trading Market and if prices for the Common Stock are then reported in
the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid
price per share of the Common Stock so reported; or (c) in all other cases, the
fair market value of a share of Common Stock as determined by a nationally
recognized-independent appraiser selected in good faith by Holders holding a
majority of the principal amount of Notes then outstanding.





“Warrant
Shares” means shares of Common Stock underlying the Warrant.





c.       
Form of Payment; Delivery of Certificates.








(i)       
The Purchaser shall pay the Purchase Amount by delivering immediately available
good funds in United States Dollars to the Company on the Closing
Date.





(ii)      
On the Closing Date, the Company shall deliver the Certificates, each duly
executed on behalf of the Company to the Purchaser.


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(iii)     
 By signing this Agreement, each of the Purchaser and the Company agrees to
all of the terms and conditions of the Transaction Agreements, all of the
provisions of which are incorporated herein by this reference as if set forth in
full.





d.         Method of Payment.Payment of
the Purchase Amount shall be made by wire transfer of funds to:





2.
PURCHASER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT
INVESTIGATION.





The
Purchaser represents and warrants to, and covenants and agrees with, the Company
as follows:





a.       
Without limiting Purchaser's right to sell the Securities pursuant to an
effective registration statement or otherwise in compliance with the 1933 Act,
the Purchaser is purchasing the Securities for its own account for investment
only and not with a view towards the public sale or distribution thereof and not
with a view to or for sale in connection with any distribution
thereof.





b.        The
Purchaser is (i) an “accredited investor” as that term is defined in Rule 501 of
the General Rules and Regulations under the 1933 Act by reason of Rule
501(a)(3), (ii) experienced in making investments of the kind described in this
Agreement and the related documents, (iii) able, by reason of the business and
financial experience of its officers (if an entity) and professional advisors
(who are not affiliated with or compensated in any way by the Company or any of
its Affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related documents,
and to evaluate the merits and risks of an investment in the Securities, and
(iv) able to afford the entire loss of its investment in the
Securities.





c.       
All subsequent offers and sales of the Securities by the Purchaser shall be made
pursuant to registration of the relevant Securities under the 1933 Act or
pursuant to an exemption from registration.





d.        The
Purchaser understands that the Securities are being offered and sold to it in
reliance on specific exemptions from the registration requirements of the 1933
Act and state securities laws and that MHII is relying upon the truth and
accuracy of, and the Purchaser's compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Securities.





e.      
The Purchaser and its advisors,
if any, have been furnished with or have been given access to all materials
relating to the business, finances and operations of MHII and materials relating
to the offer and sale of the Securities which have been requested by the
Purchaser, including those set forth on in any annex attached hereto. The
Purchaser and its advisors, if any, have been afforded the opportunity to ask
questions of MHII and its management and have received complete and satisfactory
answers to any such inquiries. Without limiting the generality of the foregoing,
the  Purchaser
has also had the opportunity to obtain and to review MHII’s filings on EDGAR
listed onAnnex IVhereto (the documents
listed on such Annex IV, to the extent available on EDGAR or otherwise provided
to the Purchaser as indicated on said Annex IV, collectively, the “Company's SEC
Documents”).


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g.       
The Purchaser hereby represents that, in connection with its purchase of the
Securities, it has not relied on any statement or representation by the Company,
MHII or any of their respective officers, directors and employees or any of
their respective attorneys or agents, except as specifically set forth
herein.





h.        The
Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Securities.





i.       
This Agreement and the other Transaction Agreements to which the Purchaser is a
party, and the transactions contemplated thereby, have been duly and validly
authorized, executed and delivered on behalf of the Purchaser and are valid and
binding agreements of the Purchaser enforceable in accordance with their
respective terms, subject as to enforceability to general principles of equity
and to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally.





3.      
COMPANY REPRESENTATIONS, ETC.The Company represents and warrants, to the extent said representations
and warranties relate to the Company, and MHII represents and warrants, to the
extent said representations and warranties relate to MHII, to the Purchaser as
of the date hereof and as of the Closing Date that, except as otherwise provided
in the Disclosure Annex:





a.       
Rights of Others Affecting the
Transactions.There are no preemptive rights of any shareholder of the
Company, as such, to acquire the Notes. No party other than the Purchaser has a
currently exercisable right of first refusal which would be applicable to any or
all of the transactions contemplated by the Transaction Agreements.





b.        Status.The Company and MHII are corporations
duly organized, validly existing and in good standing under the laws of their
respective States of Incorporation and have the requisite corporate power to own
their properties and to carry on their business as now being conducted. The
Company and MHII are duly qualified as a foreign corporations to do business and
are in good standing in each jurisdiction where the nature of the business
conducted or property owned by them makes such qualification necessary, other
than those jurisdictions in which the failure to so qualify would not have or
result in a Material Adverse Effect. MHII has registered its stock and is
obligated to file reports pursuant to Section 12 or Section 15(d) of the
Securities and Exchange Act of 1934, as amended (the “1934 Act”). The Common
Stock is, or immediately following the Closing Date will be, quoted on the
Principal Trading Market. The Company has received no notice, either oral or
written, with respect to the continued eligibility of the
Common


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c.       
Authorized Shares.








(i)     The
authorized capital stock of MHII consists of 25 billion shares of Common Stock,
$0.001 par value, all of are outstanding as of the date hereof.





(ii)    All
issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and non-assessable. MHII has sufficient
authorized and unissued shares of Common Stock as may be necessary to affect the
issuance of the Pledged Shares on the Closing Date.





(iii)   As
of the Closing Date, the Shares shall have been duly authorized by all necessary
corporate action on the part of the Company, and, when issued on the Closing
Date or pursuant to other relevant provisions of the Transaction Agreements, in
each case in accordance with their respective terms, will be duly and validly
issued, fully paid and non-assessable and will not subject the Holder thereof to
personal liability by reason of being such Holder.





d.        Transaction Agreements and Stock.This Agreement and each of the other Transaction Agreements, and the
transactions contemplated thereby, have been duly and validly authorized by the
Company and/or MHII, this Agreement has been duly executed and delivered by the
Company and MHII and this Agreement is, and the Notes and each of the other
Transaction Agreements, when executed and delivered by the Company and/or MHII,
will be, valid and binding agreements of the Company enforceable in accordance
with their respective terms, subject as to enforceability to general principles
of equity and to bankruptcy, insolvency, moratorium, and other similar laws
affecting the enforcement of creditors' rights generally.





e.       
Non-contravention.The
execution and delivery of this Agreement and each of the other Transaction
Agreements by the Company and MHII, the issuance of the Securities by MHII, and
the consummation by the Company of the other transactions contemplated by this
Agreement, each of the Notes and the other Transaction Agreements do not and
will not conflict with or result in a breach by the Company or MHII of any of
the terms or provisions of, or constitute a default under (i) the certificate of
incorporation or by-laws of the Company or MHII , each as currently in effect,
(ii) any indenture, mortgage, deed of trust, or other material agreement or
instrument to which the Company is a party or by which it or any of its
properties or assets are bound, including any listing agreement for the Common
Stock except as herein set forth, or (iii) to its knowledge, any existing
applicable law, rule, or regulation or any applicable decree, judgment, or order
of any court, United States federal or state regulatory body, administrative
agency, or other governmental body having jurisdiction over the Company or any
of its properties or assets, except such conflict, breach or default which would
not have or result in a Material Adverse Effect.





f.        
Approvals.No
authorization, approval or consent of any court, governmental body, regulatory
agency, self-regulatory organization, or stock exchange or market or the
shareholders of the Company is required to be obtained by the Company and/or
MHII for theissuance
and sale of the Securities to the Purchaser as contemplated by this Agreement,
except such authorizations, approvals and consents that have been
obtained.


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g.      Filings.None of MHII’s SEC
Documents contained, at the time they were filed, any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements made therein in light of the
circumstances under which they were made, not misleading. Since December 31,
2006, MHII has timely filed all requisite forms, reports and exhibits thereto,
if any, required to be filed by the Company with the SEC.





h.        Absence of Certain Changes.Since the Last Audited Date, there has been no material adverse change
and no Material Adverse Effect, except as disclosed in MHII’s SEC Documents and
Financial Statements. Since the Last Audited Date, except as provided in the
Company’s SEC Documents, MHII and the Company have not (i) incurred or become
subject to any material liabilities (absolute or contingent) except liabilities
incurred in the ordinary course of business consistent with past practices; (ii)
discharged or satisfied any material lien or encumbrance or paid any material
obligation or liability (absolute or contingent), other than current liabilities
paid in the ordinary course of business consistent with past practices; (iii)
declared or made any payment or distribution of cash or other property to
shareholders with respect to its capital stock, or purchased or redeemed, or
made any agreements to purchase or redeem, any shares of its capital stock; (iv)
sold, assigned or transferred any other tangible assets, or canceled any debts
owed to the Company by any third party or claims of the Company against any
third party, except in the ordinary course of business consistent with past
practices; (v) waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount of
existing business; (vi) made any increases in employee compensation, except in
the ordinary course of business consistent with past practices; or (vii)
experienced any material problems with labor or management in connection with
the terms and conditions of their employment.





i.       
Full Disclosure.To the
best of the Company’s and MHII’s knowledge, there is no fact known to the
Company and/or MHII (other than general economic conditions known to the public
generally or as disclosed in MHII’s SEC Documents) that has not been disclosed
in writing to the Purchaser that would reasonably be expected to have or result
in a Material Adverse Effect.





j.       
Absence of
Litigation.There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board or body pending or, to the knowledge of the Company and/or MHII,
threatened against or affecting the Company and/or MHII before or by any
governmental authority or nongovernmental department, commission, board, bureau,
agency or instrumentality or any other person, wherein an unfavorable decision,
ruling or finding would have a Material Adverse Effect or which would adversely
affect the validity or enforceability of, or the authority or ability of the
Company to perform its obligations under, any of the Transaction Agreements. The
Company and MHII are not aware of any valid basis for any such claim that
(either individually or in the aggregate with all other such events and
circumstances) could reasonably be expected to have a Material Adverse Effect.
There are no outstanding or unsatisfied judgments, orders, decrees, writs,
injunctions or stipulations to which the Company is a party or by which it or
any of its properties is bound, that involve the transaction contemplated herein
or that, alone or in the aggregate, could reasonably be expect to have a
Material Adverse Effect.


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k.        Absence of Events of Default.Except as set forth in Section 3(e) and 3(g) hereof, (i) neither the
Company nor MHII is in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any material
indenture, mortgage, deed of trust or other material agreement to which it is a
party or by which its property is bound, and (ii) no Event of Default (or its
equivalent term), as defined in the respective agreement to which the Company or
MHII is a party, and no event which, with the giving of notice or the passage of
time or both, would become an Event of Default (or its equivalent term) (as so
defined in such agreement), has occurred and is continuing, which would have a
Material Adverse Effect.





l.        
Absence of Certain Company
Control Person Actions or Events.To the Company’s knowledge, none of the
following has occurred during the past five (5) years with respect to a Company
Control Person:





(1) A
petition under the federal bankruptcy laws or any state insolvency law was filed
by or against, or a receiver, fiscal agent or similar officer was appointed by a
court for the business or property of such Company Control Person, or any
partnership in which he was a general partner at or within two years before the
time of such filing, or any corporation or business association of which he was
an executive officer at or within two years before the time of such
filing;





(2) Such
Company Control Person was convicted in a criminal proceeding or is a named
subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses); or





(3) Such
Company Control Person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from engaging in any type
of business practice or otherwise limiting, the following
activities:





(i)
acting, as an investment advisor, underwriter, broker or dealer in securities,
or as an affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, any other Person regulated by the Commodity Futures
Trading Commission ("CFTC") or engaging in or continuing any conduct or practice
in connection with such activity;





(ii)
engaging in any type of business practice; or





(iii)
engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state securities
laws or federal commodities laws;





(4) Such Company Control Person was the
subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any federal or state authority barring, suspending or otherwise limiting for
more than 60 days the right of such Company Control Person to engage in any
activity described in paragraph (3) of this item, or to be associated with
Persons engaged in any such activity; or


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(5) Such
Company Control Person was found by a court of competent jurisdiction in a civil
action or by the CFTC or SEC to have violated any federal or state securities
law, and the judgment in such civil action or finding by the CFTC or SEC has not
been subsequently reversed, suspended, or vacated.





m.        No Undisclosed Liabilities or Events.To the best of the Company’s and MHII’s knowledge, the Company and MHII
have no liabilities or obligations other than those disclosed in the Transaction
Agreements or MHII’s SEC Documents or those incurred in the ordinary course of
the Company's business since the Last Audited Date, or which individually or in
the aggregate, do not or would not have a Material Adverse Effect. No event or
circumstances has occurred or exists with respect to the Company and/or MHII or
their properties, business, operations, condition (financial or otherwise), or
results of operations, which, under applicable law, rule or regulation, requires
public disclosure or announcement prior to the date hereof by the Company and/or
MHII but which has not been so publicly announced or disclosed. Except as
previously disclosed to Purchaser in connection with (i) a proposed purchase and
sale agreement between Optimira Energy, Inc., a subsidiary of the Company
(“Optimira”), and MHII and (ii) a proposed reverse merger or similar transaction
between Optimira and a public shell, there are no proposals currently under
consideration or currently anticipated to be under consideration by the Board of
Directors or the executive officers of the Company and/or MHII which proposal
would (x) change the articles or certificate of incorporation or other charter
document or by-laws of the Company and/or MHII, each as currently in effect,
with or without shareholder approval, which change would reduce or otherwise
adversely affect the rights and powers of the shareholders of the Common Stock
or (y) materially or substantially change the business, assets or capital of the
Company and/or MHII, including its interests in subsidiaries.





n.         No Integrated Offering.Neither MHII nor any of its Affiliates nor any Person acting on its or
their behalf has, directly or indirectly, at any time since September, 2006,
made any offer or sales of any security or solicited any offers to buy any
security under circumstances that would eliminate the availability of the
exemption from registration under Regulation D in connection with the offer and
sale of the Securities as contemplated hereby.





o.          Dilution.Any shares of the
Company’s and/or MHII’s common stock that are issued to the Purchaser in
connection with this Transaction may have a dilutive effect on the ownership
interests of the other shareholders (and Persons having the right to become
shareholders) of the Company and/or MHII. The Company's and MHII’s executive
officers and directors have studied and fully understand the nature of the
Securities being sold hereby and recognize that they have such a potential
dilutive effect. The board of directors of the Company and MHIII have concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company.





p.          Recognition of
Pledge Agreements and Pledged Shares.The Company and MHII acknowledge that
the execution and delivery of the Pledge Agreements, and the fulfillment o f the
terms thereof, is a condition to the closing of the Transactions. The Company
and MHII will recognize
the terms of the Pledge Agreements and, as provided therein, the transfer of the
Pledged Shares to the Purchasers and will take no position or give the Transfer
Agent any instructions which would be inconsistent with the rights of the
Purchasers to have the Pledged Shares transferred to the Purchasers in
accordance with the terms of the Pledge Agreements.


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q.         Fees to Brokers, Finders and Others.Except for payment of the fees to Avi Warba, payment of which is the sole
responsibility of the Company, the Company has taken no action which would give
rise to any claim by any Person for brokerage commission, finder's fees or
similar payments by Purchaser relating to this Agreement or the transactions
contemplated hereby. Purchaser shall have no obligation with respect to such
fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this paragraph that may be due in connection with
the transactions contemplated hereby. The Company shall indemnify and hold
harmless each of Purchaser, its employees, officers, directors, agents, and
partners, and their respective Affiliates, from and against all claims, losses,
damages, costs (including the costs of preparation and attorney's fees) and
expenses suffered in respect of any such claimed or existing fees, as and when
incurred.





r.          Confirmation.The Company
confirms that all statements of the Company contained herein shall survive
acceptance of this Agreement by the Purchaser. The Company agrees that, if any
events occur or circumstances exist prior to the Closing Date or the release of
the Purchase Amount to the Company which would make any of the Company’s
representations, warranties, agreements or other information set forth herein
materially untrue or materially inaccurate as of such date, the Company shall
immediately notify the Purchaser (directly or through its counsel, if any) in
writing prior to such date of such fact, specifying which representation,
warranty or covenant is affected and the reasons therefor.





s.          Authorization; Enforcement.The Company and MHII have the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Agreements and otherwise to carry out their obligations thereunder.
The execution and delivery of each of the Transaction Agreements by the Company
and MHII and the consummation by it of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company and
MHII and no further action is required by the Company and/or MHII in connection
therewith other than in connection with the Required Approvals. Each Transaction
Agreement has been (or upon delivery will have been) duly executed by the
Company and/or MHII and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Company and/or MHII
enforceable against the Company and/or MHII in accordance with its terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.





t.          SEC Reports;
Financial Statements.Other than as previously disclosed to
the Purchaser, MHII has filed all reports required to be filed by it under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (or such shorter
period as MHII was required by law to file such material) (the foregoing
materials, including the exhibits thereto, being collectively referred to herein
as the “SEC Reports”) on a
timely basis or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension. As of
their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of MHII comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of MHII and its
consolidated subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit
adjustments.


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u.         Labor Relations.No material
labor dispute exists or, to the knowledge of the Company, is imminent with
respect to any of the employees of the Company which could reasonably be
expected to result in a Material Adverse Effect.





v.          Compliance.The Company (i) is
not in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a
default by the Company, nor has the Company received notice of a claim that it
is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is not in violation of any order of any court,
arbitrator or governmental body, or (iii) is not nor has been in violation of
any statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its business
except in each case as could not have a Material Adverse Effect.





w.         Regulatory Permits.The
Company possesses all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to
conduct its businesses, except where the failure to possess such permits could
not have or reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and the Company has not received any notice of proceedings
relating to the revocation or modification of any Material Permit.





x.          Title to Assets.The Company and MHII have
good and marketable title in fee simple to all real property owned by them that
is material to the business of the Company and MHII and good and marketable
title in all personal property owned by them that is material to the business of
the Company and MHII, in each case free and clear of all Liens, except for Liens
as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and MHII and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company is held by it under
valid, subsisting and enforceable leases of which the Company is in
compliance.


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y.         Patents and Trademarks.The
Company and MHII have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
licenses and other similar rights necessary or material for use in connection
with their respective businesses and which the failure to so have could have a
Material Adverse Effect (collectively, the “Intellectual Property Rights”).
Neither the Company nor MHII has received a written notice that the Intellectual
Property Rights used by the Company or MHII violates or infringes upon the
rights of any Person. To the knowledge of the Company and MHII, all such
Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights of
others.





z.          Insurance.MHII is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which MHII
is engaged, at least equal to the Purchase Amount. To the best of MHII’s
knowledge, such insurance contracts and policies are accurate and complete. MHII
does not have any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its
business without a significant increase in cost.





aa.        Transactions with Affiliates and
Employees.Except as disclosed in MHII’s SEC Reports, none of the
officers or directors of MHII, the Company and, to the knowledge of the Company
and MHII, none of the employees of the Company or MHII is presently a party to
any transaction with the MHII, Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $50,000 other than (i) for payment of salary
or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) for other employee benefits,
including stock option agreements under any stock option plan of the
Company.





bb.        Sarbanes-Oxley;
Internal Accounting Controls.MHII is in material compliance with all
provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of
the Closing Date. MHII maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. MHII has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for MHII and designed such disclosure controls and procedures to
ensure that material information relating to MHII, including its Subsidiaries,
is made known to the certifying officers by others within those entities,
particularly during the period in which MHII’s most recently filed periodic
report under the Exchange Act, as the case may be, is being prepared. MHII’s
certifying officers have evaluated the effectiveness of MHII’s controls and
procedures as of the date prior to the filing date of the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”).
MHII presented in its most
recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in MHII’s internal
controls (as such term is defined in Item 307(b) of Regulation S-K under the
Exchange Act) or, to MHII’s knowledge, in other factors that could significantly
affect MHII’s internal controls.


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cc.        Solvency.Based on the
financial condition of the Company as of the Closing Date after giving effect to
the receipt by the Company of the proceeds from the sale of the Securities
hereunder, (i) the Company's fair saleable value of its assets exceeds the
amount that will be required to be paid on or in respect of the Company's
existing debts and other liabilities (including known contingent liabilities) as
they mature; (ii) the Company's assets do not constitute unreasonably small
capital to carry on its business for the current fiscal year as now conducted
and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company,
and projected capital requirements and capital availability thereof; and (iii)
the current cash flow of the Company, together with the proceeds the Company
would receive, were it to liquidate all of its assets, after taking into account
all anticipated uses of the cash, would be sufficient to pay all amounts on or
in respect of its debt when such amounts are required to be paid. The Company
does not intend to incur debts beyond its ability to pay such debts as they
mature (taking into account the timing and amounts of cash to be payable on or
in respect of its debt). The Company has no knowledge of any facts or
circumstances which lead it to believe that it will file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The financial statements of the Company
and MHII set forth as of the dates thereof all outstanding secured and unsecured
Indebtedness of the Company, any Subsidiary and MHII, or for which the Company,
any Subsidiary or MHII has commitments. For the purposes of this Agreement,
“Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed
in excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (b) all guaranties, endorsements and other contingent
obligations in respect of Indebtedness of others, whether or not the same are or
should be reflected in the Company's and/or MHII’s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business; and
(c) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with GAAP. Neither the Company
nor MHII is in default with respect to any Indebtedness.





dd.        Tax Status.Except for matters
that would not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect, the Company has filed all necessary
federal, state and foreign income and franchise tax returns and has paid or
accrued all taxes shown as due thereon, and the Company has no knowledge of a
tax deficiency which has been asserted or threatened against the
Company.





ee.        No Disagreements
with Accountants and Lawyers.There are no disagreements of any kind
presently existing, or reasonably anticipated by the Company and/or MHII to
arise, between the accountants and lawyers formerly or presently employed by the
Company and/or MHIII and the Company and MHII are current with respect to any
fees owed to its accountants and lawyers. By making this representation the
Company and MHII do not, in any manner, waive the attorney/client privilege or the
confidentiality of the communications between the Company and its
lawyers.


Page
14


ff.         Accountants.MHII’s
accountants are Madsen Bros. & Associates LLC. To MHII’s knowledge, such
accountants, who MHIIS expects will express their opinion with respect to the
financial statements for the year ended December 31, 2006, are a registered
public accounting firm as required by the Securities Act.





4.           CERTAIN
COVENANTS AND ACKNOWLEDGMENTS.





a.           Transfer Restrictions.The
Purchaser acknowledges that (1) the Securities have not been and are not being
registered under the provisions of the 1933 Act and, except as provided in the
Registration Rights Provisions or otherwise included in an effective
registration statement, the Shares have not been and are not being registered
under the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Purchaser shall have delivered to MHII an
opinion of counsel, reasonably satisfactory in form, scope and substance to
MHII, to the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; (2) any sale of the
Securities made in reliance on Rule 144 promulgated under the 1933 Act (“Rule
144") may be made only in accordance with the terms of said Rule and further, if
said Rule is not applicable, any resale of such Securities under circumstances
in which the seller, or the Person through whom the sale is made, may be deemed
to be an underwriter, as that term is used in the 1933 Act, may require
compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (3) neither MHII nor any other Person is
under any obligation to register the Securities (other than pursuant to the
Registration Rights Provisions) under the 1933 Act or to comply with the terms
and conditions of any exemption thereunder.





b.           Restrictive Legend.The
Purchaser acknowledges and agrees that, until such time as the relevant Shares
have been registered under the 1933 Act, as contemplated by the Registration
Rights Provisions and sold in accordance with an effective Registration
Statement or otherwise in accordance with another effective registration
statement, the certificates and other instruments representing any of the
Securities shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of any such
Securities):





THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.





c.           Filings. MHII undertakes and agrees to make
all necessary filings in connection with the sale of the Securities to the
Purchaser under any United States laws and regulations applicable to the
Company, or by any domestic securities exchange or trading market, and to
provide a copy thereof to the Purchaser promptly after such
filing.


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d.           Reporting Status. So long as
the Purchaser beneficially owns any of the Shares or has a security interest in
the Pledged Shares, MHII shall file all reports required to be filed with the
SEC pursuant to Section 13 or 15(d) of the 1934 Act, shall take all reasonable
action under its control to ensure that adequate current public information with
respect to MHII, as required in accordance with Rule 144(c)(2) of the 1933 Act,
is publicly available, and shall not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and
regulations thereunder would permit such termination. MHII will take all
reasonable action under its control to maintain the continued listing and
quotation and trading of its Common Stock (including, without limitation, all
Registrable Securities) on the Principal Trading Market or a listing on the
NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will
comply in all material respects with MHII’s reporting, filing and other
obligations under the by-laws or rules of the Principal Trading Market and/or
the National Association of Securities Dealers, Inc., as the case may be,
applicable to it for so long as the Purchaser beneficially owns any of the
Shares or has a security interest in the Pledged Shares.





e.           Use of Proceeds. The Company
will use all proceeds received hereunder for the following purposes: pay down of
payroll tax liability, outstanding legal fees, payment of current vendors,
improvements to Las Vegas property for resale.





f.           Senior Debt.The debt incurred
by the Company pursuant to the Transactions Documents shall be senior to any
Company debt presently outstanding or any debt incurred in the
future.





g.           Warrant.MHII agrees to issue
a warrant (the “Warrant”) to the Purchaser on the Closing Date. The terms
relating to the Warrant are provided in Annex VIIannexed hereto, the
terms of which are incorporated herein by reference. All of the Warrant Shares
shall have Registration Rights Provisions.





h.           Piggy-Back Rights; Rule
144.





(i)           The Purchaser shall have piggy-back
registration rights with respect to the Registrable Securities subject to the
conditions set forth below. If MHII participates (whether voluntarily or by
reason of an obligation to a third party) in the registration of any shares of
MHII’s stock, MHII shall give written notice thereof to the Holder and the
Holder shall have the right, exercisable within ten (10) Trading Days after
receipt of such notice, to demand inclusion of all or a portion of the Holder’s
Registrable Securities in such registration statement (a “Subsequent
Registration Statement”), without any cutbacks. If the Holder exercises such
election, the Registrable Securities so designated shall be included in the
registration statement (without any holdbacks) at no cost or expense to the
Holder (other than any commissions, if any, relating to the sale of Holder’s
shares). Each Holder’s rights under this Section 4(g)(i) shall expire at such
time as such Holder can sell all of such Holder’s remaining Registrable
Securities under Rule 144 (as defined below) without volume or other
restrictions or limit. Anything to the contrary notwithstanding, a registration
statement covering the Registrable Securities shall be filed no later than
January 31, 2008.


Page
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(ii)           The
parties acknowledge that the damages which may be incurred by the Holder if MHII
does not fulfill its obligations under subparagraph (i) above, which will affect
the Holder’s ability to sell the shares, may be difficult to ascertain. If
either (A) MHII fails to give the Purchaser the notice referred to in the
immediately preceding subparagraph (i) which results in any of the Holder’s
shares not being included in the Subsequent Registration Statement or (B) after
giving such notice, MHII fails to include all of the Holder’s shares (to the
extent requested by the Holder) in the Subsequent Registration Statement or (C)
MHII fails to file a registration statement covering the Registrable Securities
on or before January 31, 2008, then the Company will make payment to the
Purchaser, for each Computation Period (as defined below) an amount equal to 2%
of the aggregate principal amount of the Notes then outstanding (the “Periodic
Amount”) provided however, that no event shall the aggregate liquidated damages
exceed 18% of the principal amount. The term “Computation Period” means each
thirty (30) day period commencing on the effective date of the Subsequent
Registration Statement and ending on the date on which there are one or more
effective registration statements covering the Purchaser’s sale of all of the
Holder’s shares. The Periodic Amount shall be due without further demand or
notice from the Purchaser. The parties agree that the amounts payable pursuant
to the foregoing provisions of this Section 4(g) represent a reasonable estimate
on the part of the parties, as of the date of this Agreement, of the amount of
such damages.





(iii)           With
a view to making available to the Holder the benefits of Rule 144 promulgated
under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit Holder to sell securities of MHII to the public without
registration (collectively, “Rule 144”), MHII agrees to:





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





(b)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act; and





(c)           furnish
to the Holder so long as such party owns Registrable Securities, promptly upon
request, (i) a written statement by MHII that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 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 MHII and (iii)
such other information as may be reasonably requested to permit the Holder to
sell such securities pursuant to Rule 144 without registration; and





(d)           at
the request of any Holder then holding Registrable Securities, give the Transfer
Agent instructions (supported by an opinion of MHII 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 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 (ii) an opinion of counsel acceptable
to the MHII that, based on the Rule 144 Certificate, Securities being sold may
be sold pursuant to the provisions of Rule 144, even in the absence of an
effective registration statement,


Page
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the
Transfer Agent is to effect the transfer of the Securities Being Sold and issue
to the Purchaser(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 relevant
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 Purchaser). If the Transfer Agent reasonably requires any
additional documentation at the time of the transfer, MHII shall deliver or
cause to be delivered all such reasonable additional documentation as may be
necessary to effectuate the issuance of an unlegended certificate.





(iv)           Notwithstanding
the foregoing, if at any time or from time to time after the date of
effectiveness of the registration statement, MHII notifies the Holder in writing
of the existence of a Potential Material Event (as defined below), the Holder
shall not offer or sell any Registrable Securities, or engage in any other
transaction involving or relating to the Registrable Securities, from the time
of the giving of notice with respect to a Potential Material Event until the
Holder receives written notice from MHII that such Potential Material Event
either has been disclosed to the public or no longer constitutes a Potential
Material Event; provided, however, that MHII may not so suspend such right other
than during a Permitted Suspension Period. The term “Potential Material Event”
means any of the following: (i) the possession by MHII of material information
not ripe for disclosure in a registration statement, which shall be evidenced by
determinations in good faith by the Board of Directors of MHII that disclosure
of such information in the registration statement would be detrimental to the
business and affairs of MHII; or (ii) any material engagement or activity by
MHII which would, in the good faith determination of the Board of Directors of
MHII, be adversely affected by disclosure in a registration statement at such
time, which determination shall be accompanied by a good faith determination by
the Board of Directors of MHII that the registration statement would be
materially misleading absent the inclusion of such information.





i.           Publicity, Filings,
Releases, Etc.Each of the
parties agrees that it will not disseminate any information relating to the
Transaction Agreements or the transactions contemplated thereby, including
issuing any press releases, holding any press conferences or other forums, or
filing any reports (collectively, “Publicity”), without giving the other party
reasonable advance notice and an opportunity to comment on the contents thereof.
Neither party will include in any such Publicity any statement or statements or
other material to which the other party reasonably objects, unless in the
reasonable opinion of counsel to the party proposing such statement, such
statement is legally required to be included. In furtherance of the foregoing,
MHII will provide to the Purchaser drafts of the applicable text of the first
filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form
10-Q or 10-K intended to be made with the SEC which refers to the Transaction
Agreements or the transactions contemplated thereby as soon as practicable (but
at least two (2) Trading Days before such filing will be made) will not include
in such filing any statement or statements or other
material to which the other party reasonably objects, unless in the reasonable
opinion of counsel to the party proposing such statement, such statement is
legally required to be included. Notwithstanding the foregoing, each of the
parties hereby consents to the inclusion of the text of the Transaction
Agreements in filings made with the SEC as well as any descriptive text
accompanying or part of such filing which is accurate and reasonably determined
by MHII’s counsel to be legally required. Notwithstanding, but subject to, the
foregoing provisions of this Section 4(i), the Company will, after the Closing
Date, promptly file a Current Report on Form 8-K or, if appropriate, a quarterly
or annual report on the appropriate form, referring to the transactions
contemplated by the Transaction Agreements.


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5.           TRANSFER
AGENT INSTRUCTIONS.





a.           MHII
warrants that, with respect to the Securities, other than the stop transfer
instructions to give effect to Section 4(a) hereof, it will give its transfer
agent no instructions inconsistent with instructions to issue Common Stock to
the Holder as contemplated in the Transaction Agreements. Except as so provided,
the Shares shall otherwise be freely transferable on the books and records of
MHII as and to the extent provided in this Agreement and the other Transaction
Agreements. Nothing in this Section shall affect in any way the Purchaser's
obligations and agreement to comply with all applicable securities laws upon
resale of the Securities. If the Purchaser provides MHII with an opinion of
counsel reasonably satisfactory to MHII that registration of a resale by the
Purchaser of any of the Securities in accordance with clause (1)(B) of Section
4(a) of this Agreement is not required under the 1933 Act, MHII shall (except as
provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or
reissue of the Shares represented by one or more certificates for Common Stock
without legend (or where applicable, by electronic registration) in such name
and in such denominations as specified by the Purchaser.





b.           MHII
will authorize the Transfer Agent to give information relating to MHII directly
to the Holder or the Holder’s representatives upon the request of the Holder or
any such representative, to the extent such information relates to (i) the
status of shares of Common Stock issued or claimed to be issued to the Holder in
connection with a Notice of Exercise or transfer of Pledged Shares to the
Holder, or (ii) the aggregate number of outstanding shares of Common Stock of
all shareholders (as a group, and not individually) as of a current or other
specified date. At the request of the Holder, MHII will provide the Holder with
a copy of the authorization so given to the Transfer Agent.





6.           CLOSING
DATE.





a.           The
Closing Date shall occur on the date which is the first Business Day after each
of the conditions contemplated by Section 7 and 8 hereof shall have either been
satisfied or been waived by the party in whose favor such conditions
run.





b.           The closing of the Transactions shall
occur on the Closing Date at the offices of the Purchaser and shall take place
no later than 3:00 P.M., New York time, on such day or such other time as is
mutually agreed upon by the Company and the Purchaser.


Page
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7.           CONDITIONS TO THE COMPANY'S
OBLIGATION TO SELL.The Purchaser understands that the Company's
obligation to sell the Notes on the Closing Date and MHII’s obligation to issue
and sell the Warrant are conditioned upon:





a.           The
execution and delivery of this Agreement by the Purchaser;





b.           Delivery
by the Purchaser to the Company of good funds as payment in full of an amount
equal to the Purchase Amount in accordance with this Agreement;





c.           The
accuracy on such Closing Date of the representations and warranties of the
Purchaser contained in this Agreement, each as if made on such date, and the
performance by the Purchaser on or before such date of all covenants and
agreements of the Purchaser required to be performed on or before such date;
and





d.           There
shall not be in effect any law, rule or regulation prohibiting or restricting
the transactions contemplated hereby, or requiring any consent or approval which
shall not have been obtained.





8.           CONDITIONS TO THE PURCHASER'S
OBLIGATION TO PURCHASE.The Company understands that the Purchaser's
obligation to purchase the Notes and the Warrant on the Closing Date is
conditioned upon:





a.           The
execution and delivery of this Agreement and the other Transaction Agreements by
the Company and, to the extent applicable, MHII;





b.           Delivery
by the Company and MHII to the Purchaser of the Certificates in accordance with
this Agreement or any other agreements between the parties; c.The execution and delivery
of the Pledge Agreements by the Pledgors, together with an opinion of Pledgors’
counsel (which may be incorporated in the opinion referred to in subparagraph
(e) below);





d.           The
execution and delivery of the Security Agreement, the Guarantee and UCC-1
Financing Statement on all of the Company’s assets;





e.           The
execution and delivery of the Warrant;





f.           The
reimbursement of the Transaction Fees and Management Fees.





g.           The loan contemplated by this Agreement
shall be senior to all other debt of the Company.


Page
20


h.           The
accuracy in all material respects on the Closing Date of the representations and
warranties of the Company contained in this Agreement, each as if made on such
date, and the performance by the Company on or before such date of all covenants
and agreements of the Company required to be performed on or before such
date;





i.           On
the Closing Date, the Purchaser shall have received an opinion of counsel for
the Company, dated the Closing Date, in form, scope and substance reasonably
satisfactory to the Purchaser;





j.           The
Purchaser’s determination, to its satisfaction, as to the Company’s use of the
proceeds of the purchase of the Notes.





k.           The
Company providing a detailed list of all assets, their value and
location.





l.           The
Company’s and MHII’s financial statements and public filings must be
up-to-date.





m.           A
complete list of shareholders of the Company.





n.           There
shall not be in effect any law, rule or regulation prohibiting or restricting
the transactions contemplated hereby, or requiring any consent or approval which
shall not have been obtained; and





o.           From
and after the date hereof to and including the Closing Date, each of the
following conditions will remain in effect: (i) the trading of the Common Stock
shall not have been suspended by the SEC or on the Principal Trading Market;
(ii) trading in securities generally on the Principal Trading Market shall not
have been suspended or limited; (iii) no minimum prices shall been established
for securities traded on the Principal Trading Market; and (iv) there shall not
have been any material adverse change in any financial market.




p.           Appraisal
issued by a licensed appraiser in connection with any real estate that is being
pledged as collateral.





q.           Delivery
of executed mortgages in connection with any pledged real estate.





r.           Delivery
of current financials for Optimira





s.           Delivery
of historical financial statements of acquisitions.





t.           Detail
of post-reverse merger capitalization table.





u.           Detail
of planned restructuring of MHII including spin-off of
subsidiaries.





v.           Appraisal
of sort system located in Utah.


Page
21


w.           Delivery
of organizational chart showing ownership of Adamas, Optimira, the Company and
MHII.





x.           Names,
home addresses and social security numbers of the Company principal
officers.





y.           Detail
of Cal-Bay International equity.





9.
INDEMNIFICATION AND REIMBURSEMENT.





a.           (i)
The Company agrees to indemnify and hold harmless the Purchaser and its
officers, directors, employees, and agents, and each Purchaser Control Person
from and against any losses, claims, damages, liabilities or expenses incurred
(collectively, “Damages”), joint or several, and any action in respect thereof
to which the Purchaser, its partners, Affiliates, officers, directors,
employees, and duly authorized agents, and any such Purchaser Control Person
becomes subject to, resulting from, arising out of or relating to any
misrepresentation, breach of warranty or nonfulfillment of or failure to perform
any covenant or agreement on the part of Company contained in this Agreement, as
such Damages are incurred, except to the extent such Damages result primarily
from Purchaser's failure to perform any covenant or agreement contained in this
Agreement or the Purchaser's or its officer’s, director’s, employee’s, agent’s
or Purchaser Control Person’s gross negligence, recklessness or bad faith in
performing its obligations under this Agreement.





(ii)           MHII hereby agrees that, if the
Purchaser, other than by reason of its gross negligence, illegal or willful
misconduct (in each case, as determined by a non-appealable judgment to such
effect), (x) becomes involved in any capacity in any action, proceeding or
investigation brought by any shareholder of MHII, in connection with or as a
result of the consummation of the transactions contemplated by this Agreement or
the other Transaction Agreements, or if the Purchaser is impleaded in any such
action, proceeding or investigation by any Person, or (y) becomes involved in
any capacity in any action, proceeding or investigation brought by the SEC, any
self-regulatory organization or other body having jurisdiction, against or
involving the Company or in connection with or as a result of the consummation
of the transactions contemplated by this Agreement or the other Transaction
Agreements, or (z) is impleaded in any such action, proceeding or investigation
by any Person, then in any such case, MHII shall indemnify, defend and hold
harmless the Purchaser from and against and in respect of all losses, claims,
liabilities, damages or expenses resulting from, imposed upon or incurred by the
Purchaser, directly or indirectly, and reimburse such Purchaser for its
reasonable legal and other expenses (including the cost of any investigation and
preparation) incurred in connection therewith, as such expenses are incurred.
The indemnification and reimbursement obligations of MHII under this paragraph
shall be in addition to any liability which MHII may otherwise have, shall
extend upon the same terms and conditions to any Affiliates of the Purchaser who
are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and Purchaser Control Persons (if any), as the case
may be, of the Purchaser and any such Affiliate, and shall be binding upon and
inure to the benefit of any successors, assigns, heirs and personal
representatives of MHII, the Purchaser, any such Affiliate and any such Person.
MHII also agrees that neither the Purchaser nor any such Affiliate, partner,
director, agent, employee or Purchaser Control Person shall have any liability
to MHII or any Person asserting claims on behalf of or in right of MHII in
connection with or as a result of the consummation of this
Agreement or the other Transaction Agreements, except as may be expressly and
specifically provided in or contemplated by this
Agreement.


Page
22


b.           All
claims for indemnification by any Indemnified Party (as defined below) under
this Section shall be asserted and resolved as follows:





(i)           In
the event any claim or demand in respect of which any Person claiming
indemnification under any provision of this Section (an “Indemnified Party”)
might seek indemnity under paragraph (a) of this Section is asserted against or
sought to be collected from such Indemnified Party by a Person other than a
party hereto or an Affiliate thereof (a “Third Party Claim”), the Indemnified
Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third Party
Claim and for the Indemnified Party's claim for indemnification that is being
asserted under any provision of this Section against any Person (the
“Indemnifying Party”), together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third
Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying
Party. If the Indemnified Party fails to provide the Claim Notice with
reasonable promptness after the Indemnified Party receives notice of such Third
Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the
Indemnifying Party's ability to defend has been prejudiced by such failure of
the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days
following receipt by the Indemnifying Party of either a Claim Notice or an
Indemnity Notice (as defined below) (the “Dispute Period”) whether the
Indemnifying Party disputes its liability or the amount of its liability to the
Indemnified Party under this Section and whether the Indemnifying Party desires,
at its sole cost and expense, to defend the Indemnified Party against such Third
Party Claim. The following provisions shall also apply.





(x) If the Indemnifying Party notifies
the Indemnified Party within the Dispute Period that the Indemnifying Party
desires to defend the Indemnified Party with respect to the Third Party Claim
pursuant to this paragraph (b) of this Section, then the Indemnifying Party
shall have the right to defend, with counsel reasonably satisfactory to the
Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be
vigorously and diligently prosecuted by the Indemnifying Party to a final
conclusion or will be settled at the discretion of the Indemnifying Party (but
only with the consent of the Indemnified Party in the case of any settlement
that provides for any relief other than the payment of monetary damages or that
provides for the payment of monetary damages as to which the Indemnified Party
shall not be indemnified in full pursuant to paragraph (a) of this Section). The
Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that the
Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party's delivery of the notice referred to in
the first sentence of this subparagraph (x), file any motion, answer or other
pleadings or take any other action that the Indemnified Party reasonably
believes to be necessary or appropriate protect its interests; and provided
further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to
the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not
control, any defense or settlement of any Third Party Claim controlled by the
Indemnifying Party pursuant to this subparagraph (x), and except as provided in
the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the
Indemnified Party may take over the control of the defense or settlement of a
Third Party Claim at any time if it irrevocably waives its right to indemnity
under paragraph (a) of this Section with respect to such Third Party
Claim.


Page
23


(y) If
the Indemnifying Party fails to notify the Indemnified Party within the Dispute
Period that the Indemnifying Party desires to defend the Third Party Claim
pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives
such notice but fails to prosecute vigorously and diligently or settle the Third
Party Claim, or if the Indemnifying Party fails to give any notice whatsoever
within the Dispute Period, then the Indemnified Party shall have the right to
defend, at the sole cost and expense of the Indemnifying Party, the Third Party
Claim by all appropriate proceedings, which proceedings shall be prosecuted by
the Indemnified Party in a reasonable manner and in good faith or will be
settled at the discretion of the Indemnified Party (with the consent of the
Indemnifying Party, which consent will not be unreasonably withheld). The
Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if
requested by the Indemnified Party, the Indemnifying Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to
the Indemnified Party and its counsel in contesting any Third Party Claim which
the Indemnified Party is contesting. Notwithstanding the foregoing provisions of
this subparagraph (y), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its
liability or the amount of its liability hereunder to the Indemnified Party with
respect to such Third Party Claim and if such dispute is resolved in favor of
the Indemnifying Party in the manner provided in subparagraph(z) below, the
Indemnifying Party will not be required to bear the costs and expenses of the
Indemnified Party's defense pursuant to this subparagraph (y) or of the
Indemnifying Party's participation therein at the Indemnified Party's request,
and the Indemnified Party shall reimburse the Indemnifying Party in full for all
reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not
control, any defense or settlement controlled by the Indemnified Party pursuant
to this subparagraph (y), and the Indemnifying Party shall bear its own costs
and expenses with respect to such participation.





(z) If the Indemnifying Party notifies
the Indemnified Party that it does not dispute its liability or the amount of
its liability to the Indemnified Party with respect to the Third Party Claim
under paragraph (a) of this Section or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes its liability
or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the
amount of Damages specified in the Claim Notice shall be conclusively deemed a
liability of the Indemnifying Party under paragraph (a) of this Section and the
Indemnifying Party shall pay the amount of such Damages to the Indemnified Party
on demand. If the Indemnifying Party has timely disputed its liability or the
amount of its liability with respect to such claim, the Indemnifying Party and
the Indemnified Party shall proceed in good faith to negotiate a resolution of
such dispute; provided, however, that if the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be
entitled to institute such legal action as it deems
appropriate.


Page
24


(ii)           In
the event any Indemnified Party should have a claim under paragraph (a) of this
Section against the Indemnifying Party that does not involve a Third Party
Claim, the Indemnified Party shall deliver a written notification of a claim for
indemnity under paragraph (a) of this Section specifying the nature of and basis
for such claim, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such claim (an
"Indemnity Notice") with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair
such party's rights hereunder except to the extent that the Indemnifying Party
demonstrates that it has been irreparably prejudiced thereby. If the
Indemnifying Party notifies the Indemnified Party that it does not dispute the
claim or the amount of the claim described in such Indemnity Notice or fails to
notify the Indemnified Party within the Dispute Period whether the Indemnifying
Party disputes the claim or the amount of the claim described in such Indemnity
Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under paragraph (a) of
this Section and the Indemnifying Party shall pay the amount of such Damages to
the Indemnified Party on demand. If the Indemnifying Party has timely disputed
its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute; provided, however, that it the dispute
is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems
appropriate.





c.           The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar rights of the indemnified party against the indemnifying party
or others, and (ii) any liabilities the indemnifying party may be subject
to.





10.           JURY TRIAL WAIVER.The
Company, MHII and the Purchaser hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the Parties hereto against the
other in respect of any matter arising out or in connection with the Transaction
Agreements.





11.           GOVERNING
LAW: MISCELLANEOUS.





a.           (i) This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York for
contracts to be wholly performed in such state and without giving effect to the
principles thereof regarding the conflict of laws. Each of the parties consents
to the exclusive 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 Agreement or any of the other Transaction Agreements and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based onforum non
conveniens, to the
bringing of any such proceeding in such jurisdictions or to any claim that such
venue of the suit, action or proceeding is improper. To the extent determined by
such court, the Company and MHII shall reimburse the Purchaser for any
reasonable legal fees and disbursements incurred by the Purchaser in enforcement
of or protection of any of its rights under any of the Transaction Agreements.
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law.


Page
25


(ii) The
Company and the Purchaser acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement or the other
Transaction Agreements were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement and the other Transaction Agreements and to
enforce specifically the terms and provisions hereof and thereof, this being in
addition to any other remedy to which any of them may be entitled by law or
equity.





b.           Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.





c.           This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.





d.           All
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.





e.           A
facsimile transmission of this signed Agreement shall be legal and binding on
all parties hereto.





f.           This
Agreement may be signed in one or more counterparts, each of which shall be
deemed an original.





g.           The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.





h.If any provision of this Agreement shall be invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.





i.           This
Agreement may be amended only by an instrument in writing signed by the party to
be charged with enforcement thereof.





j.           This
Agreement supersedes all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof.


Page
26


12.           Agent





(a) Authorization of Action. Each
Purchaser hereby appoints and authorizes CAMOFI Master LDC (the “Agent”) to be
its agent in its name and on its behalf and to exercise such rights or powers
granted to the Agent or the Purchasers (i) under the Transaction Documents to
the extent specifically provided therein and on the terms thereof, together with
such rights, powers and discretions as are reasonably incidental thereto. As to
any matters not expressly provided for by the Transaction Documents, the Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Purchasers, and
any action so taken or not so taken by the Agent shall be binding upon all
Purchasers; provided, however, that the Agent shall not be required to take any
action which exposes the Agent to liability in such capacity, which could result
in the Agent incurring any costs and expenses or which is contrary to this
Agreement or applicable law.





(b) Indemnification. Each
Purchaser hereby agrees to indemnify and hold harmless the Agent from and
against any and all liabilities, obligations, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Agent
(in its capacity as agent for the Purchasers) in any way relating to or arising
out of the Transaction Documents or any action taken or admitted by the Agent
under or in respect of the Transaction Documents; provided that no Purchaser
shall be liable for any portion of such liabilities, obligations, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent’s gross negligence or willful misconduct. Without limiting the
generality of the foregoing, each Purchaser agrees to reimburse the Agent
promptly upon demand on a pro rata basis in accordance with the then outstanding
indebtedness, liabilities and obligations owing to such Purchaser by the Company
in respect of any out-of-pocket expenses (including counsel fees) incurred by
the Agent in connection with the preservation of any rights of the Agent or the
Purchasers under, the enforcement of, or legal advice in respect of the rights
or responsibilities under, the Transaction Documents, to the extent that the
Agent is not reimbursed for such expenses by the Company.





(c) Successor Agent. The Agent
may, as hereinafter provided, resign at any time by giving not less than 30
days’ written notice thereof to the Purchasers and the Company. Upon any such
resignation, the Purchasers shall have the right to appoint a successor Agent
(the “Successor Agent”), which shall be a Purchaser and which shall be
acceptable to the Company, acting reasonably. Upon the acceptance of any
appointment as Agent hereunder by a Successor Agent, such Successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent and the retiring Agent shall thereupon be
discharged from its further duties and obligations as Agent under the
Transaction Documents. After any retiring Agent’s resignation hereunder as
Agent, the provisions of this Section 12 shall continue to inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent under
the Transaction Documents. Absent such a resignation by the Agent, the Agent’s
appointment shall continue until revoked in writing by Purchasers holding 75% of
the outstanding principal amount of the Notes, at which time such Purchasers
shall appoint a new Agent.





(d) Taking and Enforcement of
Remedies.





(1) Each of the Purchasers hereby
acknowledges that, to the extent permitted by applicable law, the remedies provided
under the Transaction Documents to the Purchasers are for the benefit of the
Purchasers collectively and acting together and not severally and further
acknowledges that its rights under the Transaction Documents are to be exercised
not severally, but collectively by the Agent upon the decision of the
Purchasers; accordingly, notwithstanding any of the provisions contained in any
of the Transaction Documents, each of the Purchasers hereby covenants and agrees
that it shall not be entitled to take any action with respect to the Transaction
Documents, including, without limitation, any acceleration of the indebtedness,
liabilities or obligations of the Company, but that any such action shall be
taken only by the Agent with the prior written agreement of the Purchasers,
provided that, notwithstanding the foregoing:


Page
27


(2) in
the absence of instructions from the Purchasers and where in the sole opinion of
the Agent the exigencies of the situation warrant such action, the Agent may
without notice to or consent of the Purchasers take such action on behalf of the
Purchasers as it deems appropriate or desirable in the interest of the
Purchasers; and





(3) the
commencement of litigation before any court shall be made in the name of each
Purchaser individually unless the laws of the jurisdiction of such court permit
such litigation to be commenced in the name of the Agent on behalf of the
Purchasers (whether pursuant to a specific power of attorney in favor of the
Agent or otherwise) and the Agent agrees to commence such litigation in its
name; provided, however, that no litigation shall be commenced in the name of
any Purchaser without the prior written consent of such Purchaser;





(4) each
of the Purchasers hereby further covenants and agrees that upon any such written
consent being given by the Purchasers, they shall co-operate fully with the
Agent to the extent requested by the Agent in the collective realization,
including, without limitation, the appointment of a receiver and manager to act
for their collective benefit; and each Purchaser covenants and agrees to do all
acts and things to make, execute and deliver all agreements and other
instruments, including, without limitation, any instruments necessary to effect
any registrations, so as to fully carry out the intent and purpose of this
Section 12; and each of the Purchasers hereby covenants and agrees that it has
not heretofore and shall not seek, take, accept or receive any security for any
of the obligations and liabilities of the Company under the Transaction
Documents or under any other document, instrument, writing or agreement
ancillary thereto other than such security as is provided hereunder and shall
not enter into any agreement with the Company relating in any manner whatsoever
to the transactions contemplated hereunder, unless all of the Purchasers shall
at the same time obtain the benefit of any such security or agreement, as the
case may be.





(5)
Notwithstanding any other provision contained in the Transaction Documents, no
Purchaser shall be required to be joined as a party to any litigation commenced
against the Company by the Agent under the Transaction Documents (unless
otherwise required by any court of competent jurisdiction) if it elects not to
be so joined in which event any such litigation shall not include claims in
respect of the rights of such Purchaser against the Company under the
Transaction Documents until such time as such Purchaser does elect to be so
joined; provided that if at the time of such subsequent election it is not
possible or practicable for such Purchaser to be so joined, then such Purchaser
may commence proceedings in its own name in respect of its rights against the
Company.





13.           NOTICES.Any notice required or
permitted hereunder shall be given in writing (unless otherwise specified
herein) and shall be deemed effectively given on the earliest
of


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28


(a) the
date delivered, if delivered by personal delivery as against written
receipt therefor or by confirmed facsimile transmission,





(b) the
fifth Trading Day after deposit, postage prepaid, in the United States
Postal Service by registered or certified mail, or





(c) the
third Trading Day after mailing by domestic or international express
courier, with delivery costs and fees prepaid,





in
each case, addressed to each of the other parties thereunto entitled at the
following addresses (or at such other addresses as such party may designate
by ten (10) days’ advance written notice similarly given to each of the
other parties hereto):





COMPANY:
            D.
      L. Claire Capital Corporation60
      East 42ndStreet,
      Suite 3405New
      York, New York 10165Attention:
      David Fuselier








MHII:
            Marshall
      Holdings International, Inc.2555
      East Washburn RoadNorth
      Las Vegas, Nevada 89081








PURCHASER:
            CAMOFI
      MASTER LDC350
      Madison AvenueNew
      York, NY 10017Attention:
      Keith Wellner








14.           SURVIVAL OF REPRESENTATIONSANDWARRANTIES.
The Company’s, MHII’s and the Purchaser’s representations and warranties
herein shall survive the execution and delivery of this Agreement and the
delivery of the Certificates and the payment of the Purchase Amount, and
shall inure to the benefit of the Purchaser, the Company, MHII and
their respective successors and assigns.





IN WITNESS WHEREOF,this
Agreement has been duly executed by the Purchaser, the Company and MHII as
of the date set first above written.





CAMOFI
      MASTER LDCBy:





Page
29





IN WITNESS WHEREOF,this
Agreement has been duly executed by the Purchaser, the Company and MHII as of
the date set first above written.





CAMOFI
      MASTER LDCBy:Name:Title:CAMHZN
      MASTER LDCBy:Name:Title:D.L.
      CLAIRE CAPITAL, INC.By:
            /s/DavidFuselierName:
      David
      FuselierTitle:
      PresidentMARSHALL
      HOLDINGS INTERNATIONALBy:
            /s/
      Rick BaileyName:
      Rick
      BaileyTitle:
      President/CEO


Page
30




IN WITNESS WHEREOF,this
Agreement has been duly executed by the Purchaser, the Company and MHII as of
the date set first above written.





CAMOFI
      MASTER LDCBy:Name:Title:CAMHZN
      MASTER LDCBy:Name:Title:D.L.
      CLAIRE CAPITAL, INC.By:Name:
      David
      FuselierTitle:
      PresidentMARSHALL
      HOLDINGS INTERNATIONALBy:
            /s/
      Rick BaileyName:
      Rick
      BaileyTitle:
      President/CEO


Page
30




ANNEX
      I
            FORM
      OF NOTEANNEX
      II
            INTENTIONALLY
      LEFT BLANKANNEX
      III
            SECURITY
      AGREEMENTANNEX
      IV
            MHII’s
      SEC DOCUMENTS AVAILABLE ON EDGARANNEX
      V
            COMPANY
      DISCLOSURE MATERIALSANNEX
      VI
            PLEDGE
      AGREEMENTSANNEX
      VII
            WARRANTANNEX
      VIII
            INTENTIONALLY
      LEFT BLANK