ex10_2.htm


    
      

    

    Exhibit
10.2

     

    PLAN
AND AGREEMENT OF TRIANGULAR MERGER

    BETWEEN

    MARSHALL
HOLDINGS INTERNATIONAL, INC.,

    MARSHALL
ACQUISITION COMPANY, INC.

    AND

    RUDY
NUTRITION

    


    MARSHALL
HOLDINGS INTERNATIONAL, INC., a Nevada corporation (“Marshall”), MARSHALL
ACQUISITION COMPANY, INC., a Nevada corporation (the “Subsidiary”), and RUDY
NUTRITION, a Nevada corporation (“Rudy”), hereby agree as follows:

    


    WHEREAS,
the Subsidiary is a wholly-owned subsidiary of Marshall; and

    


    WHEREAS,
Rudy desires to merge, subject to the approval of its stocholders (the “Rudy
Stockholders”), with and into the Subsidiary (the “Merger”); and

    


    WHEREAS,
as a result of the Merger, the Rudy Stockholders will receive shares of the
common stock of Marshall, par value $0.001 per share (the “Marshall Common
Stock”) in exchange for all of their shares of the common stock of Rudy, par
value $0.001 per share (the “Rudy Common Stock”); and

    


    NOW,
THEREFORE, in consideration of the foregoing and the following mutual covenants
and agreements, the parties agree as follows:

    


    1.         
    Plan
Adopted.  A plan of merger whereby Rudy merges with and into
the Subsidiary (this “Plan of Merger”), pursuant to the provisions of Chapter
92A of the Nevada Revised Statutes (the “NRS”) and Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended, is adopted as follows:

    


    (a)       
    Rudy shall be merged with and into the Subsidiary, to
exist and be governed by the laws of the State of Nevada.

    


    (b)       
    The Subsidiary shall be the Surviving Corporation and
its name shall be changed to Rudy Nutrition (the “Surviving Corporation”) and
will continue to be a wholly-owned subsidiary of Marshall.

    


    (c)        
   When this Plan of Merger shall become effective, the separate
existence of Rudy shall cease and the Surviving Corporation shall succeed,
without other transfer, to all the rights and properties of Rudy and shall be
subject to all the debts and liabilities of such corporation in the same manner
as if the Surviving Corporation had itself incurred them.  All rights
of creditors and all liens upon the property of each constituent entity shall be
preserved unimpaired, limited in lien to the property affected by such liens
immediately prior to the Merger.

    


    (d)       
    The Surviving Corporation will be responsible for the
payment of all fees and franchise taxes of the constituent entities payable to
the State of Nevada, if any.

    


    (e)      
     The Surviving Corporation will carry on business
with the assets of Rudy, as well as the assets of the Subsidiary.

    


    (f)        
    The Surviving Corporation will be responsible for the
payment of the fair value of shares, if any, required under Chapter 92A of the
NRS.

    


    (g)       
    The Rudy Stockholders will surrender all of their shares
of the Rudy Common Stock in the manner hereinafter set forth.

    


    (h)       
    In exchange for the shares of the Rudy Common Stock
surrendered by the Rudy Stockholders, Marshall will issue and transfer to them
on the basis hereinafter set forth, shares of the Marshall Common
Stock.

    


    
      
        
           


        

        
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    (i)       
     A copy of this Plan of Merger will be furnished by
the Surviving Corporation, on request and without cost, to any stockholder of
any constituent corporation.

    


    (j)        
    The authorized capital stock of the Subsidiary is 1,000
shares of common stock, par value $0.001 per share (the “Subsidiary Common
Stock”), of which 1,000 shares are issued and outstanding.

    


    (k)       
    The authorized capital stock of Rudy is 400,000,000
shares of preferred stock, par value $0.01 per share (the “Rudy Preferred
Stock”) and 5,000,000,000 shares of the Rudy Common Stock.  As of the
date of this Agreement, there are 126,614,995 shares of the Rudy Preferred Stock
and 2,221,817,606 shares of the Rudy Common Stock duly and validly issued and
outstanding, fully paid, and non-assessable.  Before the Effective
Date, hereinafter defined, all shares of the Rudy Preferred Stock shall be
converted into shares of the Rudy Common Stock, and the Rudy Common Stock will
be reverse split into 667,314 shares (the “Rudy Corporate Action”), whereupon,
as of the Effective Date, then there will be 127,282,309 shares of the Rudy
Common Stock duly and validly issued and outstanding, fully paid, and
non-assessable and subject to the terms of the Merger held by 67 Rudy
Stockholders, of which no more than 35 will be “unaccredited investors” after
referencing the term “accredited investor” as defined in the Securities Act of
1933, as amended (the “Securities Act”).

    


    (l)          
  Before the Effective Date, with respect the Rudy Common Stock, Rudy
shall file a Form 15 with the United States Securities and Exchange Commission
(the “SEC”) which will contain a Certification and Notice of Termination of
Registration under Section 12(g) of the Securities Exchange Act of 1934, as
amended.

    


    2.          
   Effective
Date.  The effective date of the Merger (the “Effective Date”)
shall be the date of the filing of Articles of Merger for the Subsidiary and
Rudy in the State of Nevada.

    


    3.         
    Submission to
Stockholders.  This Plan of Merger shall be submitted for
approval separately to the Rudy Stockholders and to Marshall as the sole
stockholder of the Subsidiary in the manner provided by the laws of the State of
Nevada.

    


    4.        
     Manner of
Exchange.  On the Effective Date, the Rudy Stockholders shall
surrender their stock certificates representing the Rudy Common Stock to
Marshall in exchange for certificates representing the shares of the Marshall
Common Stock to which they are entitled.  In exchange, the Subsidiary
shall receive all of the issued and outstanding shares of the Rudy Common Stock
held by the Rudy Stockholders.

    


    5.        
     Basis of
Exchange.  Following the Rudy Corporate Action, the Rudy
Stockholders will own 127,282,309 shares of the Rudy Common Stock, which shares
shall constitute all of the issued and outstanding shares of the capital stock
of Rudy.  As a result of the Merger, the Rudy Stockholders shall be
entitled to receive, in exchange for all of their Rudy Common Stock, 10,000,000
shares of the Marshall Common Stock.

    


    6.        
     Restricted
Shares.  All shares of the Marshall Common Stock to be received
by the Rudy Stockholders hereunder shall be restricted in their resale as
provided in the Securities Act, and shall contain a legend as required by Rule
144 promulgated under the Securities Act (“Rule 144”), which shall read as
follows:

    


    THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT.

    


    The
restricted nature of such shares shall not be taken into account or any quoted
price of the shares on the Effective Date.  Upon receipt of the
Marshall Common Stock, each Rudy Stockholder shall execute a Subscription
Agreement in the form attached hereto as Exhibit
A.  In that regard, the Rudy Stockholders shall acknowledge
that Marshall does not have any obligation to register for resale pursuant to
the Securities Act, the shares of the Marshall Common Stock to be received by
them hereunder.

    


    
      
        
           


        

        
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    7.           
  Directors
and Officers.

    


    (a)       
    The present Board of Directors of the Subsidiary shall
serve as the Board of Directors of the Surviving Corporation until the next
annual meeting or until such time as their successors have been elected and
qualified.

    


    (b)        
   If a vacancy shall exist on the Board of Directors of the
Surviving Corporation on the Effective Date, such vacancy may be filled by the
Board of Directors as provided in the Bylaws of the Surviving
Corporation.

    


    (c)       
    All persons who, on the Effective Date, are executive or
administrative officers of the Subsidiary shall be officers of the Surviving
Corporation until the Board of Directors of the Surviving Corporation shall
otherwise determine.  The Board of Directors of the Surviving
Corporation may elect or appoint such additional officers as it may deem
necessary or appropriate.

    


    8.           
  Articles
of Incorporation.  The Articles of Incorporation of the
Subsidiary existing on the Effective Date, as amended to reflect the change of
name to Rudy Nutrition, a copy of which is attached hereto as Exhibit B shall
continue in full force as the Articles of Incorporation of the Surviving
Corporation until altered, amended, or repealed as provided therein or as
provided by law.

    


    9.        
     Bylaws.  The
Bylaws of the Subsidiary existing on the Effective Date, as amended to reflect
the change of name to Rudy Nutrition, a copy of which is attached hereto as
Exhibit C shall
continue in full force as the Bylaws of the Surviving Corporation until altered,
amended, or repealed as provided therein or as provided by law.

    


    10.        
   Copies of the Plan of
Merger.  A copy of this Plan of Merger is on file at 1343 Rocky
Hills Road, Las Vegas, Nevada 89118, the principal offices of Rudy, and 2750
West Brooks Avenue, Suite 103, North Las Vegas, Nevada 89032, the principal
offices of Marshall and the Subsidiary.  A copy of this Plan of Merger
will be furnished to any stockholder of Rudy, Marshall, or the Subsidiary, on
written request and without cost.

    


    11.        
   Representations and
Warranties of Rudy.  Where a representation contained in this
Agreement is qualified by the phrase “to the best knowledge of Rudy” (or words
of similar import), such expression means that, after having conducted a due
diligence review, Rudy believes the statement to be true, accurate, and complete
in all material respects.  Knowledge shall not be imputed nor shall it
include any matters which such person should have known or should have been
reasonably expected to have known.  Rudy represents and warrants to
Marshall as follows:

    


    (a)      
     Power and
Authority.  Rudy has full power and authority to execute,
deliver, and perform this Agreement and all other agreements, certificates or
documents to be delivered in connection herewith, including, without limitation,
the other agreements, certificates and documents contemplated hereby
(collectively the “Other Agreements”).

    


    (b)       
    Binding
Effect.  Upon execution and delivery by Rudy, this Agreement
and the Other Agreements shall be and constitute the valid, binding and legal
obligations of Rudy, enforceable against Rudy in accordance with the terms
hereof and thereof, except as the enforceability hereof or thereof may be
subject to the effect of (i) any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors’
rights generally, and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).

    


    (c)       
    Effect.  Neither
the execution and delivery of this Agreement or the Other Agreements nor full
performance by Rudy of its obligations hereunder or thereunder will violate or
breach, or otherwise constitute or give rise to a default under, the terms or
provisions of the Articles of Incorporation or Bylaws of Rudy or, subject to
obtaining any and all necessary consents, of any contract, commitment or other
obligation of Rudy or necessary for the operation of Rudy’s business (the
“Business”) following the Merger or any other material contract, commitment, or
other obligation to which Rudy is a party, or create or result in the creation
of any encumbrance on any of the property of Rudy.  Except as
otherwise disclosed to Marshall before the date of this Agreement and disclosed
on Schedule
11(c) attached hereto, Rudy is not in violation of its Articles of
Incorporation, its Bylaws, or of any indebtedness, mortgage, contract, lease, or
other agreement or commitment.

    


    
      
        
           


        

        
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    (d)     
      No
Consents.  No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Effective Date, be obtained or made by Rudy prior to the Effective
Date to authorize the execution, delivery and performance by Rudy of this
Agreement or the Other Agreements.

    


    (e)      
     Capitalization.  Rudy
is authorized by its Articles of Incorporation to issue 400,000,000 shares of
the Rudy Preferred Stock and 5,000,000,000 shares of the Rudy Common
Stock.  As of the date of this Agreement, there are 126,614,995 shares
of the Rudy Preferred Stock and 2,221,817,606 shares of the Rudy Common Stock
duly and validly issued and outstanding, fully paid, and
non-assessable.  There are no outstanding options, contracts,
commitments, warrants, preemptive rights, agreements or any rights of any
character affecting or relating in any manner to the issuance of the Rudy
Preferred Stock or the Rudy Common Stock or other securities or entitling anyone
to acquire the Rudy Preferred Stock or the Rudy Common Stock or other securities
of Rudy.

    


    (f)            Stock
Ownership.  Following the Rudy Corporate Action and on the
Effective Date, Rudy will have 67 stockholders, of which no more than 35 will be
“unaccredited investors” after referencing the term “accredited investor” as
defined in the Securities Act, who will have good, absolute, and marketable
title to 127,282,309 shares of the Rudy Common Stock as described herein, which
will constitute 100 percent of the issued and outstanding shares of the Rudy
Common Stock.  Rudy has the complete and unrestricted right, power and
authority to cause the Merger pursuant to this Agreement.  The
delivery of the Rudy Common Stock to the Subsidiary as herein contemplated will
vest in the Subsidiary good, absolute and marketable title to the shares of the
Rudy Common Stock as described herein, free and clear of all liens, claims,
encumbrances, and restrictions of every kind, except those restrictions imposed
by applicable securities laws or this Agreement.

    


    (g)           Organization and Standing of
Rudy.  Rudy is a duly organized and validly existing Nevada
corporation in good standing, with all requisite corporate power and authority
to carry on the Business as presently conducted in each of the jurisdictions
where it is currently doing business.  Rudy has qualified to do
business in the states reflected on Schedule 11(g)
attached hereto.

    


    (h)       
    Rudy
Subsidiaries.  Rudy has one subsidiary, Rudy Beverage, Inc., a
Nevada corporation.

    


    (i)        
    Employees.  Rudy
has no employees.

    


    (j)        
    Financial
Statement.  Rudy has furnished Marshall and the Subsidiary an
audited consolidated balance sheet of Rudy as of June 30, 2008, and the related
consolidated statement of income and retained earnings for the period covered
thereby (the “Financial Statement”).  The Financial Statement (i) is
in accordance with the books and records of Rudy; (ii) fairly presents the
financial condition of Rudy at such date and the results of its operations for
the period therein specified; (iii) was prepared in accordance with generally
accepted accounting principles applied upon a basis consistent with prior
accounting periods; and (iv) with respect to all contracts and commitments of
Rudy, reflects adequate reserves for all reasonably anticipated losses and costs
in excess of anticipated income.  Specifically, but not by way of
limitation, the Financial Statement discloses all of the debts, liabilities, and
obligations of any nature (whether absolute, accrued, contingent, or otherwise
and whether due or to become due) of Rudy on the dates therein specified (except
such debts, liabilities, and obligations as are not required to be reflected
therein in accordance with generally accepted accounting
principles).

    


    (k)        
   Present
Status.  Since the date reflected on the Financial Statement,
except as reflected on Schedule 11(k)
attached hereto, Rudy has not (i) incurred any material obligations or material
liabilities, absolute, accrued, contingent, or otherwise, except current trade
payables; (ii) discharged or satisfied any liens or encumbrances, or paid any
obligations or liabilities, except current Financial Statement liabilities and
current liabilities incurred since the dates reflected on the Financial
Statement, in each case, in the ordinary course of business; (iii) declared or
made any stockholder payment or distribution or purchased or redeemed any of its
securities or agreed to do so; (iv) mortgaged, pledged, or subjected to lien,
encumbrance, or charge any of its assets except as shall be removed prior to or
at the Effective Date; (v) canceled any debt or claim; (vi) sold or transferred
any assets of a material value except sales from inventory in the ordinary
course of business; (vii) suffered any damage, destruction, or loss (whether or
not covered by insurance) materially affecting its properties, business, or
prospects; (viii) waived any rights of a material value; (ix) entered into any
transaction other than in the ordinary course of business.  Further,
since the date reflected on the Financial Statement, except as reflected on
Schedule 11(k)
attached hereto, there has not been any change in or any event or condition
(financial or otherwise) affecting the property, assets, liabilities,
operations, or prospects of Rudy, other than changes in the ordinary course of
its business, none of which has (either when taken by itself or taken in
conjunction with all other such changes) been materially adverse.

    


    
      
        
           


        

        
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    (l)       
     Tax Returns and
Audits.  As of the date of this Agreement, except as reflected
on Schedule
11(l) attached hereto, Rudy has duly filed all federal, state, and local
tax returns as required to be filed by it (including, but not limited to, all
payroll or other employment related tax returns), and has paid all federal,
state and local taxes, including, but not limited to all payroll and employment
taxes, required to be paid with respect to the periods covered by such
returns.  Except as reflected on Schedule 11(l)
attached hereto, Rudy has not been delinquent in the payment of any tax,
assessment, or governmental charge, and has not had any tax deficiencies
proposed or assessed against it and has not executed any waiver of the statute
of limitations on the assessment or collection of any tax.

    


    (m)           Litigation.  Other
than as reflected on Schedule 11(m)
attached hereto, Rudy has disclosed all litigation, arbitrations, claims,
governmental or other proceedings (formal or informal), or investigations
pending, threatened, or in prospect (or any basis therefor known to Rudy) with
respect to Rudy, or any of its business, properties, or assets prior to the
execution of this Agreement.  Except as reflected on Schedule 11(m)
attached hereto, Rudy is not affected by any present or threatened strike or
other labor disturbance or, to the best knowledge of Rudy, is any union
attempting to represent any employee of Rudy as collective bargaining
agent.  Rudy is not in material violation of, or in material default
with respect to, any law, rule, regulation, order, judgment, or decree; nor are
Rudy required to take any action in order to avoid such a violation or
default.

    


    (n)        
   Compliance with Laws and
Regulations.  Except as otherwise disclosed in Schedule 11(n)
attached hereto, to the best knowledge of Rudy, Rudy is in material compliance,
with all laws, ordinances, codes, restrictions, regulations (environmental and
otherwise) and other legal requirements applicable to the conduct of the
Business, the noncompliance with which would be likely to have a material
adverse effect on the Business; and there are no lawsuits or proceedings pending
or, to its best knowledge, threatened with respect to the
foregoing.

    


    (o)      
     No
Defaults.  Other than as reflected on Schedule 11(o)
attached hereto, to the best knowledge of Rudy, Rudy is not in default under any
provision, of any lease, contract, commitment, obligation, note, bond,
debenture, mortgage, indenture, security agreement, guaranty, or other
instrument of indebtedness, and no existing condition exists which, with the
giving of notice or the passage of time, or both, would constitute such a
default, in either case, which default is or would be likely to have a material
adverse effect on the Business.

    


    (p)      
     Permits and
Approvals.  Except as otherwise disclosed on Schedule 11(p)
attached hereto, to the best knowledge of Rudy, Rudy has all permits and
approvals required for the conduct of the Business and is not in material
default under any permit, approval or qualification, which default is likely to
have a material adverse effect on Rudy or the Business, nor is there any
existing condition which, with the giving of notice or the passage of time, or
both, would constitute such a material default; (ii) other than those items
listed on Schedule
11(p) attached hereto, no permit, approval or qualification of any
government or governmental unit, agency, board, body or instrumentality, whether
federal, state or local, is necessary for the conduct of the Business as same
has been and is being conducted; and (iii) there is no lawsuit or proceeding
pending or threatened with respect to any of the foregoing.  Provided,
however, Marshall recognizes there may be products which have not been
introduced to the market or under development that do not have required
approvals.

    


    (q)       
    Properties.  Except
as reflected on Schedule 11(q)
attached hereto, Rudy has good and marketable title in fee simple absolute to
all real properties and good title to all other properties and assets used in
its business or owned by it (except real and other properties and assets as are
held pursuant to leases or licenses), free and clear of all liens, mortgages,
security interests, pledges, charges, and encumbrances, other than as shown on
the Financial Statement, including, but not limited to a tax lien for unpaid
real estate taxes.  Moreover:

    


    
      
        
           


        

        
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    (i)          
  No real property owned, leased, licensed, or used by Rudy lies in an
area which is, or to the best knowledge of Rudy will be, subject to zoning, use,
or building code restrictions which would prohibit, and no state of facts
relating to the actions or inaction of another person or entity or their
ownership, leasing, licensing, or use of that real property in the business in
which Rudy is now engaged or the business in which it contemplates
engaging.

    


    (ii)        
   The real and other properties and assets owned, leased, or
licensed by Rudy constitute all such properties and assets which are necessary
to the business of Rudy as presently conducted or as it contemplates
conducting.

    


    (r)          
  Patents
and Trademarks.  Except as reflected on Schedule 11(r)
attached hereto, to the best of the best knowledge of Rudy, Rudy owns, possesses
and has good title to all of the copyrights, trademarks, trademark rights,
patents, patent rights, and licenses necessary in the conduct of the
Business.  Except as reflected on Schedule 11(r)
attached hereto, to the best knowledge of Rudy, Rudy is not infringing upon or
otherwise acting adversely to the rights of any person, under, or in respect to,
any copyrights, trademarks, trademark rights, patents, patent rights, or
licenses owned by any person or entity, and there is no claim or pending or
threatened action with respect thereto.  Rudy has the unrestricted
right to use (free and clear of any rights or claims of others) all trade
secrets, customer lists, manufacturing and other processes incident to the
manufacture, use or sale of any and all products presently sold by
it.

    


    (s)         
  Compliance
with Environmental Laws.  Except as otherwise disclosed on
Schedule 11(s)
attached hereto, to the best knowledge of Rudy, Rudy has not violated and is not
in violation of the Federal Clean Air Act (42 U.S.C. 7401, et seq.), Federal
Water Pollution Control Act (33 U.S.C. 1251, et seq.), the Federal Resource
Conservation and Recovery Act of 1976 (42 U.S.C. 6901, et seq.), the Federal
Comprehensive Environmental Responsibility, Clean Up and Liability Act of 1980
(42 U.S.C. 9601, et seq.), the Federal Toxic Substance Control Act of 1976 (15
U.S.C. 2601, et seq.) or any state or local laws or ordinances regulating the
subjects covered by the federal statutes identified above, including rules and
regulations thereunder.  Prior to the Effective Date, Rudy either
directed, participated in and/or authorized that studies of the environmental
status of Rudy’s properties and operations of the Business be prepared, which
studies are listed or otherwise described in Schedule 11(s) hereto
(collectively the “Studies”).  The Studies, as well as those other
matters, correspondence, reports and the like disclosed in Schedule 11(s)
hereto, have been delivered to Marshall and Marshall’s counsel and environmental
consultants and are incorporated herein by reference as though set out
herein.

    


    (t)          
 Absence of
Certain Changes or Events.  Except as otherwise disclosed on
Schedule 11(t)
attached hereto, since June 30, 2008, there has not been any change in or any
event or condition (financial or otherwise) affecting the property, assets
(including cash and all accounts receivable), liabilities, operations, or
prospects of Rudy, other than changes in the ordinary course of its business,
none of which has (either when taken by itself or taken in conjunction with all
other such changes) been materially adverse.

    


    (u)        
   Purchase and Outstanding
Bids.  No purchase commitments of Rudy are in excess of normal,
ordinary, and usual requirements of its business, or were made at any price in
excess of the then current market price or contained terms and conditions more
onerous than those usual and customary in the industry.

    


    (v)        
   Insurance
Policies.  There are in full force all policies of fire,
liability, and other forms of insurance pertaining to the properties and assets
of Rudy as disclosed on Schedule 11(v)
attached hereto.  Such policies are in an amount and against such
losses and risks as are generally maintained by comparable businesses, copies of
which have been delivered to Marshall upon the execution of this
Agreement.

    


    (w)           Compensation of Officers and
Others.  Except as otherwise disclosed on Schedule 11(w)
attached hereto, since June 30, 2008, there has not been any change in any
compensation, commission, bonus, or other remuneration payable to any officer,
director, agent, employee, or consultant of Rudy, other than in the ordinary
course of business.

    


    
      
        
           


        

        
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    (x)         
  Inventory.  Except
as otherwise disclosed on Schedule 11(x)
attached hereto, the inventory of Rudy which is reflected on the Financial
Statement and all inventory items which have been acquired since June 30, 2008,
consists of goods of such quality and in such quantities as are salable in the
ordinary course of its business with normal markup at prevailing market
prices.  Each item of the inventory was valued at the then current
cost, if possible, and if not, at the then current manufacturer’s regular cost
sheet available to distributors.  Except as otherwise disclosed on
Schedule 11(x)
attached hereto, since June 30, 2008, Rudy has continued to replenish its
inventory in a normal and customary manner consistent with the prior and prudent
practice prevailing in the business of Rudy.

    


    (y)       
    Schedule of
Assets.  As disclosed on Schedule 11(y)
attached hereto, is a schedule of assets owned by Rudy containing (i) a true and
complete listing of all property owned by Rudy; (ii) a true and complete legal
description of all real properties in which Rudy has a leasehold interest,
together with a description of each indenture, lease, sublease, or other
instrument under which Rudy claims or holds such leasehold interest, each of
which is a good and valid leasehold interest, and all of which are in effect and
enforceable according to their respective terms; (iii) a true and complete list
of all patents, patent applications, patent licenses, trademarks, trademark
registrations, and applications therefor, trade names, copyrights, and copyright
registrations and applications therefor owned by Rudy; and (iv) as of June 30,
2008, a true and complete list of all accounts receivable of Rudy, together with
information as to the aging of each such account receivable.

    


    (z)        
   Status on the Effective
Date.  On the Effective Date, Rudy shall have (i) cash
balances, plus certificates of deposit, equal to not less than $150,000; (ii)
accounts receivable, plus inventory, less accounts payable, equal to not less
than $20,000; and (iii) a stockholders’ equity of not less than
$200,000.  Rudy shall deliver to Marshall on the Effective Date a
schedule prepared by the Chief Financial Officer of Rudy stating the amount of
the items described in this paragraph as of the Effective Date.

    


    (aa)          Labor
Matters.  Except as disclosed in Schedule 11(aa)
hereto, to the best knowledge of Rudy, Rudy is in material compliance with all
applicable laws, rules or regulations respecting employment and employment
practices, terms and conditions of employment and wages and hours, and Rudy has
not engaged in any unfair or illegal labor practice which has not been remedied
as of the date hereof.  There is no unfair labor practices complaint
or charge of employment discrimination pending or, to the best knowledge of
Rudy, threatened in writing against Rudy with respect to any of the employees
before the National Labor Relations Board, if applicable, the Equal Employment
Opportunity Commission, or any other state, federal or local court or
governmental board, agency or commission.  There is no labor strike,
dispute, work slowdown, work stoppage or other job action pending or, to the
best knowledge of Rudy, threatened against Rudy.

    


    (bb)          Employment
Contracts.  Except as disclosed in Schedule 11(bb)
hereto, Rudy has no employment contract, written or otherwise, with any employee
or former employee.

    


    (cc)          Compliance with Law and
Other Instruments.  The business and operations of Rudy have
been and are being conducted in accordance with all applicable laws, rules and
regulations of all authorities, except those which do not (either individually
or in the aggregate) materially and adversely affect Rudy.

    


    (dd)          Contracts.  Except
as disclosed on Schedule 11(dd)
attached hereto or on any other schedule attached to this Agreement, Rudy is not
a party to, or otherwise bound by any (i) written or oral contract; (ii)
employment or consultant contract not terminable at will without cost or other
liability; (iii) labor union contracts; (iv) bonus, pension, profit sharing,
retirement, share purchase, stock option, hospitalization, group insurance, or
similar employee benefit plan; (v) any real or personal property lease, as
lessor or lessee; (vi) advertising or public relations contract; (vii) purchase,
supply or service contract, which cannot be terminated without cost or expense
to Rudy if such termination occurs with less than 30 day’s notice; (viii) deed
of trust, mortgage, conditional sales contract, security agreement, pledge
agreement, trust receipt, or any other agreement or arrangement whereby any of
the assets or property of Rudy is subject to a lien, encumbrance, charge or
other restriction except such as shall be satisfied prior to the Effective Date;
(ix) license agreement, whether as licensee or licensor; (x) contract or
agreement involving any expenditure by Rudy of more than $2,500.00 in the
aggregate; (xi) contract or agreement which Rudy cannot terminate by giving less
than 30 day’s notice; and (xii) contract to be performed in whole or in part
more than 90 days from the date thereof and which cannot be terminated without
cost or liability to Rudy.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    Other
than as disclosed on Schedule 11(dd)
attached hereto, to the best knowledge of Rudy, Rudy has in all respects
performed all obligations required to be performed to date, and is not in
material default in any respect under any of the contracts, agreements, leases,
documents, or other commitments to which it is a party or otherwise bound or
affected.  All parties having material contracts with Rudy are in
material compliance therewith, and are not in material default
thereunder.

    


    (ee)          Authority to
Merge.  Rudy has all requisite power and authority to execute,
deliver, and perform this Agreement.  All necessary corporate
proceedings of Rudy have been duly taken to authorize the execution, delivery,
and performance of this Agreement by Rudy.  This Agreement has been
duly authorized, executed and delivered by Rudy; is the legal, valid, and
binding obligation of Rudy; and is enforceable as to it in accordance with its
terms subject to any laws relating to bankruptcy or any other similar
laws.

    


    No
consent, authorization, approval, order, license, certificate, or permit of or
from, or declaration of filing with, any federal, state, local, or other
governmental authority or any court or other tribunal is required by Rudy for
the execution, delivery, or performance of this Agreement by Rudy.  No
consent of any party to any contract, agreement, instrument, lease, license,
arrangement, or understanding to which Rudy is a party, or to which any of its
properties or assets are subject, is required for the execution, delivery or
performance of this Agreement; and the execution, delivery, and performance of
this Agreement will not violate, result in a breach of, conflict with, or (with
or without the giving of notice or the passage of time or both) entitle any
party to terminate or call a default under any contract, agreement, instrument,
lease, license, arrangement, or understanding, or violate or result in a breach
of any term of the articles of incorporation (or other charter document) or
bylaws of Rudy or violate, result in a breach of, or conflict with any law,
rule, regulation, order, judgment, or decree binding on Rudy or to which any of
its operations, business, properties, or assets are subject.

    


    (ff)         
  Records.  The
books of account and minute books of Rudy are complete and correct, and reflect
all those transactions involving its business which properly should have been
set forth in such books.

    


    (gg)          SEC
Filings.  Rudy has had the opportunity to review and has
reviewed all of Marshall’s filings with the SEC (the “SEC
Filings”).

    


    (hh)          Representations and
Warranties True and Complete.  All representations and
warranties of Rudy in this Agreement and the Other Agreements are true, accurate
and complete in all material respects as of the Effective Date.

    


    (ii)         
  No
Knowledge of Default.  Rudy has no knowledge that any
representations and warranties of Marshall and the Subsidiary contained in this
Agreement or the Other Agreements are untrue, inaccurate or incomplete or that
Marshall or the Subsidiary is in default under any term or provision of this
Agreement or the Other Agreements.

    


    (jj)           
No Untrue
Statements.  No representation or warranty by Rudy in this
Agreement or in any writing furnished or to be furnished pursuant hereto,
contains or will contain any untrue statement of a material fact, or omits, or
will omit to state any material fact required to make the statements herein or
therein contained not misleading.

    


    (kk)          Reliance.  The
foregoing representations and warranties are made by Rudy with the knowledge and
expectation that Marshall and the Subsidiary are placing complete reliance
thereon.

    


    12.        
   Representations and
Warranties of Marshall.  Where a representation contained in
this Agreement is qualified by the phrase “to the best knowledge of Marshall”
(or words of similar import), such expression means that, after having conducted
a due diligence review, Marshall believes the statement to be true, accurate,
and complete in all material respects.  Knowledge shall not be imputed
nor shall it include any matters which such person should have known or should
have been reasonably expected to have known.  Marshall hereby
represents and warrants to Rudy as follows:

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (a)          
 Power and
Authority.  Marshall and the Subsidiary have full power and
authority to execute, deliver and perform this Agreement and the Other
Agreements.

    


    (b)         
  Binding
Effect.  Upon execution and delivery by Marshall and the
Subsidiary, this Agreement and the Other Agreements shall be and constitute the
valid, binding and legal obligations of Marshall and the Subsidiary enforceable
against them in accordance with the terms hereof or thereof, except as the
enforceability hereof and thereof may be subject to the effect of (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors’ rights generally, and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

    


    (c)        
   No
Consents.  No consent, approval or authorization of, or
registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Effective Date, be obtained or made by Marshall and the Subsidiary
prior to the Effective Date to authorize the execution, delivery and performance
by Marshall and the Subsidiary of this Agreement or the Other
Agreements.

    


    (d)      
     Access to
Records.  Marshall shall afford Rudy and its attorneys,
accountants, investment bankers and other representatives access, during normal
business, to all of its business operations, properties, books, files, and
records, and will cooperate in their examination thereof.  No such
examination, however, shall constitute a waiver or relinquishment by Rudy of its
right to rely upon covenants, representations, and warranties of Marshall and
the Subsidiary made herein or pursuant hereto.  Until the Effective
Date or the termination of this Agreement, whichever shall occur first, and
after the termination of this Agreement in the event this Agreement does not
close, Rudy will hold in confidence all information so obtained by Rudy as a
result of such examination.

    


    (e)        
   Financial
Statement.  Marshall has furnished Rudy by means of the SEC
Edgar web site containing Marshall’s SEC Filings an audited consolidated balance
sheet of Marshall as of June 30, 2008, and the related consolidated statement of
income and retained earnings for the period covered thereby (the “Marshall
Financial Statement”).  The Marshall Financial Statement (i) is in
accordance with the books and records of Marshall; (ii) fairly presents the
financial condition of Marshall at such date and the results of its operations
for the period therein specified; (iii) was prepared in accordance with
generally accepted accounting principles applied upon a basis consistent with
prior accounting periods; and (iv) with respect to all contracts and commitments
of Marshall, reflects adequate reserves for all reasonably anticipated losses
and costs in excess of anticipated income.  Specifically, but not by
way of limitation, the Marshall Financial Statement discloses all of the debts,
liabilities, and obligations of any nature (whether absolute, accrued,
contingent, or otherwise and whether due or to become due) of Marshall on the
dates therein specified (except such debts, liabilities, and obligations as are
not required to be reflected therein in accordance with generally accepted
accounting principles).

    


    (f)         
   Litigation.  Other
than as reflected on the SEC Edgar web site containing Marshall’s SEC Filings,
Marshall has disclosed all litigation, arbitrations, claims, governmental or
other proceedings (formal or informal), or investigations pending, threatened,
or in prospect (or any basis therefor known to Marshall) with respect to
Marshall, or any of its business, properties, or assets prior to the execution
of this Agreement.  Except as reflected on the SEC Edgar web site
containing Marshall’s SEC Filings, Marshall is not affected by any present or
threatened strike or other labor disturbance or, to the best knowledge of
Marshall, is any union attempting
to represent any employee of Marshall as collective bargaining
agent.  Marshall is not in material violation of, or in material
default with respect to, any law, rule, regulation, order, judgment, or decree;
nor is Marshall required to take any action in order to avoid such a violation
or default.

    


    (g)      
     Compliance with Laws and
Regulations.  Except as otherwise disclosed on the SEC Edgar
web site containing Marshall’s SEC Filings, to the best knowledge of Marshall,
Marshall is in material compliance, with all laws, ordinances, codes,
restrictions, regulations (environmental and otherwise) and other legal
requirements applicable to the conduct of its business, the noncompliance with
which would be likely to have a material adverse effect on its business; and
there are no lawsuits or proceedings pending or, to its best knowledge,
threatened with respect to the foregoing.

    


    (h)       
    Absence of Certain Changes
or Events.  Except as otherwise disclosed on the SEC Edgar web
site containing Marshall’s SEC Filings, since June 30, 2008, there has not been
any change in or any event or condition (financial or otherwise) affecting the
property, assets (including cash and all accounts receivable), liabilities,
operations, or prospects of Marshall, other than changes in the ordinary course
of its business, none of which has (either when taken by itself or taken in
conjunction with all other such changes) been materially adverse.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    (i)         
   Representations and
Warranties of True and Complete.  All representations and
warranties of Marshall and the Subsidiary in this Agreement and the Other
Agreements are true, accurate and complete in all material respects as of the
Effective Date.

    


    (j)        
    No Knowledge of
Default.  Marshall and the Subsidiary have no knowledge that
any of the representations and warranties of Rudy contained in this Agreement or
the Other Agreements are untrue, inaccurate or incomplete in any respect or that
Rudy are in default under any term or provision of this Agreement or the Other
Agreements.

    


    (k)        
   No
Untrue Statements.  No representation or warranty by Marshall
and the Subsidiary in this Agreement or in any writing furnished or to be
furnished pursuant hereto, contains or will contain any untrue statement of a
material fact, or omits, or will omit to state any material fact required to
make the statements herein or therein contained not misleading.

    


    (l)         
   Reliance.  The
foregoing representations and warranties are made by Marshall and the Subsidiary
with the knowledge and expectation that Rudy is placing complete reliance
thereon.

    


    13.      
     Actions of Rudy Pending the
Effective Date.  Rudy agrees that from the date hereof until
the Effective Date:

    


    (a)       
    Operations.  Rudy
will use its best efforts to cause Rudy to (i) be operated in keeping with its
customary practices and in compliance with all applicable laws, rules and
regulations; and (ii) not engage in any transaction or make any commitment or
expenditure.

    


    (b)        
   No
Change in Corporate Charter.  No change will be made in the
Articles of Incorporation or Bylaws of Rudy, except as may be first approved in
writing by Marshall.

    


    (c)        
   No
Change in Compensation.  No increase will be made in the
compensation payable to or to become payable by Rudy to any officer, employee,
or agent, nor will any bonus payment or arrangement be made by Rudy to or with
any officer, employee, or agent thereof, except as may be first approved in
writing by Marshall.

    


    (d)      
     No
Default.  Rudy shall timely pay and/or not suffer any default
with respect to any of its contracts, commitments or
obligations.  Rudy shall also continue to pay as they become due all
accounts payable of Rudy.

    


    (e)       
    No
Contracts.  No contract or commitment will be entered into by
or on behalf of Rudy, except as may be first approved in writing by
Marshall.

    


    (f)        
    Banking
Relations.  No change will be made affecting the banking and
safe deposit arrangements of Rudy, except as may be first approved in writing by
Marshall.

    


    (g)        
   Insurance.  Rudy
shall keep all of its property and assets covered hereby insured in accordance
with the present practice, and maintain, preserve and keep all improvements on
its properties, all equipment, machinery and other personal property covered
hereby in reasonably good condition and state of repair, reasonable wear
excepted.

    


    (h)       
    No
Liabilities.  Rudy shall not issue nor sell any of its stock,
bonds, notes, or other corporate securities, nor incur any obligation or
liability except current liabilities incurred in the ordinary course of
business, nor mortgage, pledge, grant security interests covering, or
additionally subject to lien or encumbrance any of its properties except as may
be first approved in writing by Marshall.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (i)             Reduction of
Assets.  Rudy shall not reduce any of its assets from what is
reflected on the Schedule of Assets to be furnished to Marshall as described in
Paragraph 11(y) hereof.

    


    (j)         
   Access to
Records.  Rudy shall afford Marshall and the Subsidiary and
their attorneys, accountants, investment bankers and other representatives
access, during normal business, to all of its business operations, properties,
books, files, and records, and will cooperate in their examination
thereof.  No such examination, however, shall constitute a waiver or
relinquishment by Marshall and the Subsidiary of their right to rely upon
covenants, representations, and warranties of Rudy made herein or pursuant
hereto.  Until the Effective Date or the termination of this
Agreement, whichever shall occur first, and after the termination of this
Agreement in the event this Agreement does not close, Marshall and the
Subsidiary will hold in confidence all information so obtained by Marshall and
the Subsidiary as a result of such examination.

    


    14.        
   Conditions Precedent to
Obligations of Marshall and the Subsidiary.  All obligations of
Marshall and the Subsidiary under this Agreement are subject to the fulfillment,
prior to or at the Effective Date, of the following conditions which must be
satisfied as herein specified.  In connection with any item to be
furnished by Rudy prior to the Effective Date to Marshall under this Paragraph
14, each such item shall be furnished within five days from the date hereof, and
Marshall, as well as the counsel of Marshall, must be reasonably satisfied with
any such item within 10 days after receipt of any such item.  If
Marshall, or the counsel of Marshall, is not reasonably satisfied within 10 days
after receipt of any such item to be furnished under this Paragraph 14, then
Marshall may, at its sole option, declare that this Agreement is null and void,
whereupon no party shall have any liability to the other hereunder or in
connection with any other instrument executed in connection with the
transactions contemplated herein.  As used herein, the term
“reasonably satisfied” shall mean that if any item furnished under this
Paragraph 14 is not at material variance with information previously furnished
to Marshall or if such item is as specified in this Paragraph 14, then the
conditions of this Paragraph 14 shall be deemed to have been
satisfied.  Such conditions are as follows:

    


    (a)      
     Representations and
Warranties True at the Effective Date.  The representations and
warranties of Rudy herein shall be deemed to have been made again as of the
Effective Date, and then be true and correct, subject to any changes
contemplated by this Agreement.  Rudy shall have performed all of the
obligations to be performed by it hereunder on or prior to the Effective
Date.

    


    (b)       
    Proof of
Authority.  Marshall’s counsel shall have received evidence
reasonably sufficient to such counsel that Rudy has all requisite authorizations
necessary for consummation by Rudy of the transactions contemplated hereby, and
there has not been issued, and there is not in effect, any injunction or similar
legal order prohibiting or restraining consummation of any of the transactions
herein contemplated, and no legal or governmental action, proceeding or
investigation which might reasonably be expected to result in any such
injunction or order is pending.

    


    (c)         
  Form 15
Filing.  Proof of the filing and effectiveness of a Form 15
filed by Rudy with the SEC containing a Certification and Notice of Termination
of Registration under Section 12(g) of the Securities Exchange Act of 1934, as
amended, with respect to the Rudy Common Stock.

    


    (d)       
    Deliveries at the Effective
Date.  Rudy shall have delivered to Marshall and the Subsidiary
at the Effective Date all of the documents required to be delivered
hereunder.

    


    (e)       
    Inventory.  Rudy
shall take a physical inventory for each item on the perpetual inventory system
of Rudy in order to determine the value of each item in the books and records of
Rudy and that each item so priced has a realizable value equal to the amount so
recorded for each such item.  The manner of pricing each item of the
inventory shall be by using the current cost, if available, and if not, then by
using the current manufacturer's regular cost sheets made available to
distributors.  Provided, however, any broken, damaged, incomplete or
obsolete items and items not then listed in the cost or the current
manufacturer's regular cost sheets shall not be included for the purposes of
determining the value of the inventory.  Marshall, or any of its
representatives, shall have the right to observe the taking of such inventory
and to test the results thereof.  Upon completion of such inventory, a
schedule of inventory results will be prepared by the Chief Financial Officer of
Rudy and delivered to Marshall.  If such inventory is not satisfactory
to Marshall, then Marshall shall have the option to terminate this Agreement
pursuant to the terms of this Paragraph 14.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (f)        
    Form
10-Q.  Marshall shall have received a copy of Rudy’s Form 10-Q
for the quarterly period ended September 30, 2008.

    


    (g)        
   Compensation Paid by
Rudy.  Rudy shall have delivered to Marshall a true and
complete list as of the date of this Agreement, certified by the Treasurer of
Rudy, showing (i) the names of all persons whose compensation from Rudy for the
fiscal year ending June 30, 2008, equaled or exceeded $5,000 per month, together
with a statement of the full amount paid or payable to any such person for
services rendered or to be rendered to Rudy for the period ending June 30, 2008,
and the basis therefor; (ii) the name of each bank in which Rudy has an account,
or safe deposit box, and the names of all persons authorized to draw thereon, or
have access thereto.

    


    (h)       
    Environmental
Matters.  Before the Effective Date, Marshall shall have access
to the properties of Rudy and the Business to perform the environmental studies
that it deems reasonably necessary.  In the event that Marshall shall
not be reasonably satisfied with any such environmental studies, Rudy shall have
the right, but not the obligation, to remedy any condition noted by Marshall
within a reasonable time after written notice from Marshall.  If such
noted condition has not been corrected by the Effective Date, Marshall shall
have the option to terminate this Agreement, whereupon no party shall have any
liability to any other party hereunder or in connection with any other
instrument executed in relation to the transactions contemplated
herein.

    


    (i)         
   Certificates of Good
Standing.  Rudy shall have delivered to Marshall certificates
or telegrams issued by appropriate governmental authorities evidencing the good
standing of Rudy as of a date not more than 10 days prior to the Effective Date,
in the State of Nevada and in each state where Rudy is qualified to do
business.

    


    (j)        
    Resolutions.  Marshall’s
counsel shall have received certified resolutions of the Board of Directors of
Rudy and the Rudy Stockholders pursuant to which this Agreement and the
transactions contemplated hereby were duly and validly approved, adopted and
ratified by the Board of Directors of Rudy and the Rudy Stockholders, all in
form and content satisfactory to such counsel, authorizing (i) the execution,
delivery and performance of this Agreement, (ii) such other documents and
instruments as shall be necessary to consummate the transactions contemplated
hereby and thereby, and (iii) all actions to be taken by Rudy
hereunder.

    


    (k)     
      Opinion of
Counsel.  Rudy shall have delivered at the Effective Date to
Marshall an opinion of its counsel dated as of date of the Effective Date in
form and substance reasonably satisfactory to Marshall and its counsel, to the
effect that (i) Rudy is a duly and validly organized and existing corporation in
good standing under the laws of the State of Nevada, and in each state where
Rudy may be qualified as a foreign corporation, with full corporate power to
carry on the business in which it is engaged; (ii) the performance of this
Agreement and the consummation of the transactions contemplated herein will not
result in any breach or violation of any terms or provisions of or cause a
default under the Articles of Incorporation or Bylaws of Rudy or, to Rudy’s said
counsel best knowledge and belief any order, rule, or regulation of any court,
governmental agency or body having jurisdiction over Rudy, or any of its
activities, properties, any statute, indenture, mortgage, deed of trust, lease,
loan agreement, security agreement, or other agreement or instrument known to
said counsel, to which Rudy is a party or by which it is bound or to which any
of its property is subject; (iii) no provision of the Articles of Incorporation,
Bylaws, minutes or share certificates of Rudy or, to Rudy’s said counsel’s best
knowledge and belief, any contract to which Rudy is a party or otherwise bound
or affected, prevents the Rudy Stockholders from delivering good, absolute, and
marketable title to the Rudy Common Stock to Marshall as contemplated by this
Agreement; (iv) Rudy is authorized by its Articles of Incorporation to issue
400,000,000 shares of the Rudy Preferred Stock and 5,000,000,000 shares of the
Rudy Common Stock; (v) that as of the date of this Agreement, there were
126,614,995 shares of the Rudy Preferred Stock and 2,221,817,606 shares of the
Rudy Common Stock duly and validly issued and outstanding, fully paid, and
non-assessable; (vi) before the Effective Date, all shares of the Rudy Preferred
Stock were converted into shares of the Rudy Common Stock, and the Rudy Common
Stock was reverse split into 667,314 shares, whereupon there are 127,282,309
shares of the Rudy Common Stock duly and validly issued and outstanding, fully
paid, and non-assessable held by 67 Rudy Stockholders of which no more than 35
will be “unaccredited investors” after referencing the term “accredited
investor” as defined in the Securities Act, and subject to the terms of the
Merger as of the Effective Date; (vii) to the best knowledge and belief of such
counsel the issuance and sale of the Rudy Preferred Stock and the Rudy Common
Stock did not violate the Securities Act, or the rules and regulations of the
SEC thereunder, or applicable state securities or Blue Sky Laws, and that Rudy
has no other authorized or outstanding series or class of capital stock or other
securities; and (viii) such counsel has no knowledge of any litigation,
proceeding, or governmental investigation or labor dispute pending or threatened
against or relating to Rudy, its properties or businesses, except as set forth
herein or in said
opinion.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (l)          
  Status of
Litigation.  With respect to any matters affecting Rudy and in
litigation as described in Schedule 11(m)
attached hereto, Marshall shall have the right to make an independent review of
such matters.  If Marshall is not satisfied with such review, then
Marshall shall have the option to terminate this Agreement pursuant to the terms
of this Paragraph 14.

    


    (m)           Tax
Returns.  Rudy shall have delivered to Marshall copies of all
federal and state tax returns for Rudy, including but not limited to all income,
payroll, sales, excise, use and franchise tax returns for Rudy, together with
any audit reports issued in connection with any such returns.

    


    (n)       
    Corporate Records,
etc.  Rudy shall have delivered to Marshall copies of the
Articles of Incorporation, Bylaws, minute books, and other corporate governance
materials used since the inception of Rudy.

    


    (o)      
     Certification.  Rudy
shall have delivered to Marshall at the Effective Date a certificate dated as of
the Effective Date, executed by Rudy, certifying that the conditions specified
in this Paragraph 14 have been fulfilled.

    


    (p)       
    Other
Matters.  All corporate and other proceedings and actions taken
in connection with the transactions contemplated hereby and all certificates,
opinions, agreements, instruments and documents mentioned herein or incident to
any such transaction shall be satisfactory in form and substance to Marshall and
its counsel, whose approval shall not be unreasonably withheld.

    


    15.    
       Conditions Precedent to
Obligations of Rudy.  All obligations of Rudy under this
Agreement are subject to the fulfillment, prior to or at the Effective Date, of
the following conditions:

    


    (a)        
   Representations and
Warranties True at Effective Date.  The representations and
warranties of Marshall and the Subsidiary herein shall be deemed to have been
made again at the Effective Date, and then be true and correct, subject to any
changes contemplated by this Agreement.  Marshall and the Subsidiary
shall have performed all of the obligations to be performed by Marshall and the
Subsidiary hereunder on or prior to the Effective Date.

    


    (b)         
  Proof of
Authority.  Counsel for Rudy shall have received evidence
reasonably sufficient to such counsel that Marshall and the Subsidiary have all
requisite authorizations necessary for consummation by Marshall and the
Subsidiary of the transactions contemplated hereby, and there has not been
issued, and there is not in effect, any injunction or similar legal order
prohibiting or restraining consummation of any of the transactions herein
contemplated, and no legal or governmental action, proceeding or investigation
that might reasonably be expected to result in any such injunction or order is
pending.

    


    (c)      
     Form
10-Q.  Rudy shall have received a copy of Marshall’s Form 10-Q
for the quarterly period ended September 30, 2008.

    


    (d)       
    Opinion of
Counsel.  Marshall shall have delivered at the Effective Date
to Rudy an opinion of their counsel dated as of date of the Effective Date in
form and substance satisfactory to Rudy and their counsel, to the effect that
(i) each of Marshall and the Subsidiary is a duly and validly organized and
existing corporation in good standing under the laws of the state of its
organization, with full corporate power to carry on the business in which it is
engaged; (ii) the performance of this Agreement and the consummation of the
transactions contemplated herein will not result in any breach or violation of
any terms or provisions of or cause a default under the Articles of
Incorporation, as amended, or Bylaws, as amended, of Marshall and the Subsidiary
or, to said counsel’s best knowledge and belief, any order, rule, or regulation
of any court, governmental agency or body having jurisdiction over Marshall or
the Subsidiary or any of its activities, properties, any statute, indenture,
mortgage, deed of trust, lease, loan agreement, security agreement, or other
agreement or instrument known to said counsel, to which it is a party or by
which it is bound or to which any of its property is subject; (iii) no provision
of the Articles of Incorporation, as amended, Bylaws, as amended, minutes or
share certificates of Marshall or the Subsidiary or, to its said counsel’s best
knowledge and belief, any contract to which it is a party or otherwise bound or
affected, prevents Marshall and the Subsidiary from performing their obligations
as contemplated by this Agreement; and (iv) to the best knowledge and belief of
such counsel the issuance and sale of the Marshall Common did not violate the
Securities Act, or the rules and regulations of the SEC thereunder, or
applicable state securities or Blue Sky Laws.

    


    
      
        
           


        

        
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    (e)    
       No
Orders.  There has not been issued, and there is not in effect,
any injunction or similar legal order prohibiting or restraining consummation of
any of the transactions herein contemplated, and no legal or governmental
action, proceeding or investigation which might reasonably be expected to result
in any such injunction or order is pending.

    


    (f)        
    Other
Matters.  All corporate and other proceedings and actions taken
in connection with the transactions contemplated hereby and all certificates,
opinions, agreements, instruments and documents mentioned herein or incident to
any such transaction shall be satisfactory in form and substance to Rudy and its
counsel, whose approval shall not be unreasonably withheld.

    


    16.      
     The Nature and Survival of
Representations, Covenants and Warranties.  All statements and
facts contained in any memorandum, certificate, instrument, or other document
delivered by or on behalf of the parties hereto for information or reliance
pursuant to this Agreement, shall be deemed representations, covenants and
warranties by the parties hereto under this Agreement.  All
representations, covenants and warranties of the parties shall survive the
Effective Date and all inspections, examinations, or audits on behalf of the
parties, shall expire 18 months following the Effective Date.

    


    17.        
   Records of
Rudy.  For a period of five years following the Effective Date,
the books of account and records of Rudy pertaining to all periods prior to the
Effective Date shall be available for inspection by the Rudy Stockholders for
use in connection with tax audits.

    


    18.       
    Destruction of
Property.  If, on or before the Effective Date, any substantial
portion of the fixed assets of Rudy shall suffer a loss of fire, flood, tornado,
hurricane, riot, accident or other calamity, whether or not insured, to such an
extent that in the opinion of Marshall there will be such a delay in repairing
or replacing said assets so as to materially affect the future operations of
Rudy, then Marshall may, at its sole option, terminate this Agreement without
cost, expense, or liability to either party.

    


    19.       
    Default by Marshall or the
Subsidiary.  If Rudy does not default hereunder and either of
Marshall or the Subsidiary defaults hereunder, Rudy may elect to terminate this
Agreement as well as any other agreement executed by Rudy in connection with the
transactions contemplated by this Agreement, including but not limited to any
independent nondisclosure agreement or any other independent agreements,
whereupon no party shall be liable to the others hereunder, or Rudy may assert
any remedy, including specific performance, which Rudy may have by reason of any
such default.  From and after the Effective Date, subject to the terms
and provisions hereof, in the event of a breach by any party of the terms of
this Agreement or any obligation of a party which survives the Effective Date,
the non-defaulting party may assert any remedy, either at law or in equity to
which such non-defaulting party may be entitled.

    


    20.        
   Default by
Rudy.  If Marshall and the Subsidiary do not default hereunder
and Rudy defaults hereunder, Marshall may elect to terminate this Agreement as
well as any other agreement executed by Marshall and the Subsidiary in
connection with the transactions contemplated by this Agreement, including but
not limited to any independent nondisclosure agreement or any other independent
agreements, whereupon no party shall be liable to the others hereunder, or
Marshall and the Subsidiary may assert any remedy, including specific
performance, which Marshall and the Subsidiary may have by reason of any such
default of Rudy.  From and after the Effective Date, subject to the
terms and provisions hereof, in the event of a breach by any party of the terms
of this Agreement or any obligation of a party which survives the Effective
Date, the non-defaulting party may assert any remedy, either at law or in
equity, to which such non-defaulting party may be entitled.

    


    21.        
   Termination.  In
the event of the termination of this Agreement prior to the Effective Date, no
party shall have any obligation to any other in connection herewith or in
connection with any other documents which may have been executed by any party
with respect to the transactions contemplated by this Agreement whether or not
such documents are described herein.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    22.         
  Cooperation.  The
parties hereto will each cooperate with the other, at the other’s request and
expense, in furnishing information, testimony, and other assistance in
connection with any actions, proceedings, arrangements, disputes with other
persons or governmental inquiries or investigations involving the parties hereto
or the transactions contemplated hereby.

    


    23.        
   Further Conveyances and
Assurances.  After the Effective Date, Rudy, Marshall, and the
Subsidiary each, will, without further cost or expense to, or consideration of
any nature from the other, execute and deliver, or cause to be executed and
delivered, to the other, such additional documentation and instruments of
transfer and conveyance, and will take such other and further actions, as the
other may reasonably request as more completely to consummate the transactions
contemplated hereby.

    


    24.      
     Effective
Date.  The Effective Date of the Merger contemplated hereunder
shall be on or before December 15, 2008, subject to acceleration or postponement
from time to time as the parties hereto may mutually agree.  The
closing of the Merger shall be at 122 Ocean Park Boulevard, Suite 411, Santa
Monica, California 90405 at 10:00 a.m. California time on the Effective Date,
unless another hour or place is mutually agreed upon by the parties hereto, at
which time Articles of Merger for the Subsidiary and Rudy shall be filed with
the State of Nevada as described herein

    


    25.      
     Deliveries on the Effective
Date by Rudy.  Following the filing of Articles of Merger for
the Subsidiary and Rudy as described herein, on the Effective Date:

    


    (a)      
     Rudy shall deliver to the Subsidiary certificates
representing 127,282,309 shares of the Rudy Common Stock, duly endorsed by the
Rudy Stockholders, free and clear of all liens, claims, encumbrances, and
restrictions of every kind except for those imposed by applicable securities
laws.

    


    (b)      
     Each of the Rudy Stockholders shall deliver to
Marshall the Subscription Agreement in the form described in Exhibit
A.

    


    (c)        
   Rudy shall deliver the certificate of its Chief Financial
Officer as described in Paragraph 11(z) hereof.

    


    (d)         
  Rudy shall deliver the proof of authority as described in Paragraph
14(b) hereof.

    


    (e)            Rudy
shall deliver the proof of the effectiveness of the Form 15 containing a
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934, as amended, as described in Paragraph 14(c)
hereof.

    


    (f)  
          Rudy shall deliver
the schedule of inventory as described in Paragraph 14(e) hereof.

    


    (g)  
         Rudy shall deliver a copy
of Rudy’s Form 10-Q for the quarterly period ended September 30, 2008 as
described in Paragraph 14(f) hereof.

    


    (h)   
        Rudy shall deliver the Schedule
of Compensation as described in Paragraph 14(g) hereof.

    


    (i)       
     Rudy shall deliver the certificates of good
standing as described in Paragraph 14(i) hereof.

    


    (j)         
   Rudy shall deliver copies of the resolutions as described in
Paragraph 14(j) hereof.

    


    (k)    
       Rudy shall deliver the opinion of
counsel as described in Paragraph 14(k) hereof.

    


    (l)       
     Rudy shall deliver the tax returns as described in
Paragraph 14(m) hereof.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    (m)           Rudy
shall deliver the corporate records as described in Paragraph 14(n)
hereof.

    


    (n)       
    Rudy shall deliver the certificate as described in
Paragraph 14(o) hereof.

    


    (o)        
   Rudy shall deliver any other document which may be necessary
to carry out the intent of this Agreement.

    


    All
documents reflecting any actions taken, received or delivered by Rudy pursuant
to this Paragraph 25 shall be reasonably satisfactory in form and substance to
Marshall and the Subsidiary and their counsel.

    


    26.         
  Deliveries
on the Effective Date by Marshall.  Following the filing of
Articles of Merger for the Subsidiary and Rudy as described herein, on the
Effective Date, Marshall shall deliver the following:

    


    (a)  
         To the Rudy Stockholders,
10,000,000 shares of the Marshall Common Stock free and clear of all liens,
claims, encumbrances, and restrictions of every kind, except those restrictions
imposed by applicable securities laws or this Agreement.

    


    (b)   
        To Rudy, the proof of authority
as described in Paragraph 15(b) hereof.

    


    (c)     
      To Rudy, a copy of Marshall’s Form 10-Q for
the quarterly period ended September 30, 2008 as described in Paragraph 15(c)
hereof.

    


    (d)      
     To Rudy, the opinion of counsel as described in
Paragraph 15(d) hereof.

    


    (e)        
   To Rudy, any other document which may be necessary to carry
out the intent of this Agreement.

    


    All
documents reflecting any actions taken, received or delivered by Marshall
pursuant to this Paragraph 26 shall be reasonably satisfactory in form and
substance to Rudy and its counsel.

    


    27.       
    No
Assignment.  This Agreement shall not be assignable by any
party without the prior written consent of the other parties, which consent
shall be subject to such party’s sole, absolute and unfettered
discretion.

    


    28.        
   Brokerage.  The
parties hereto agree to indemnify and hold harmless each other against, and in
respect of, any claim for brokerage or other commissions relative to this
Agreement, or the transactions contemplated hereby, based in any way on
agreements, arrangements, understandings or contracts made by either party with
a third party or parties whatsoever.

    


    29.       
    Mediation and
Arbitration.  All disputes arising or related to this Agreement
must exclusively be resolved first by mediation with a mediator selected by the
parties, with such mediation to be held in Irvine, California.  If
such mediation fails, then any such dispute shall be resolved by binding
arbitration under the Commercial Arbitration Rules of the American Arbitration
Association in effect at the time the arbitration proceeding commences, except
that (a) California law and the Federal Arbitration Act must govern construction
and effect, (b) the locale of any arbitration must be in Irvine, California, and
(c) the arbitrator must with the award provide written findings of fact and
conclusions of law.  Any party may seek from a court of competent
jurisdiction any provisional remedy that may be necessary to protect its rights
or assets pending the selection of the arbitrator or the arbitrator’s
determination of the merits of the controversy.  The exercise of such
arbitration rights by any party will not preclude the exercise of any self-help
remedies (including without limitation, setoff rights) or the exercise of any
non-judicial foreclosure rights.  An arbitration award may be entered
in any court having jurisdiction.

    


    30.         
  Attorneys’
Fees.  In the event that it should become necessary for any
party entitled hereunder to bring suit against any other party to this Agreement
for a breach of this Agreement, the parties hereby covenant and agree that the
party who is found to be in breach of this Agreement shall also be liable for
all reasonable attorneys’ fees and costs of court incurred by the other
parties.  Provided, however, in the event that there has been no
breach of this Agreement, whether or not the transactions contemplated hereby
are consummated, each party shall bear its own costs and expenses (including any
fees or disbursements of its counsel, accountants, brokers, investment bankers,
and finder’s fees).

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    
 

    31.       
    Benefit.  All
the terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto, and their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns.

    


    32.       
    Notices.  All
notices, requests, demands, and other communications hereunder shall be in
writing and delivered personally or sent by registered or certified United
States mail, return receipt requested with postage prepaid, or by telecopy or
e-mail, if to Rudy, addressed to Mr. Daniel E. (“Rudy”) Ruettiger at P.O. Box
93507, Las Vegas, Nevada 89118, telephone (866) 783-9738, telecopier (702)
948-7215, and e-mail nd45@rudyinternational.com, with a copy to Kevin J. Quinn,
Esq. at Quinn & Associates, 122 Ocean Park Boulevard, Suite 411, Santa
Monica, California 90405, telephone (310) 392-8865, telecopier (310) 399-3444,
and email goirish@kquinn.net, with an additional copy to David J. Levenson,
Esq., 7947 Turncrest Drive, Potomac, Maryland 20854, telephone (301) 299-8092,
telecopier (301) 299-8093, and email levensonfam@msn.com; and if to Marshall and
the Subsidiary, addressed to Mr. Elwood Sprenger at 2750 West Brooks Avenue,
Suite 103, North Las Vegas, Nevada 89032, telephone (702) 289-4387, telecopier
(702) 442-7756, and e-mail zoobles@earthlink.net, with a copy to Norman T.
Reynolds, Esq., Glast, Phillips & Murray, P.C., 815 Walker Street, Suite
1250, Houston, Texas, telephone (713) 237-3135, telecopier (713) 237-3202, and
e-mail nreynolds@gpm-law.com.  Any party hereto may change its address
upon 10 days’ written notice to any other party hereto.

    


    33.      
     Construction.  Words
of any gender used in this Agreement shall be held and construed to include any
other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.

    


    34.      
     Waiver.  No
course of dealing on the part of any party hereto or its agents, or any failure
or delay by any such party with respect to exercising any right, power or
privilege of such party under this Agreement or any instrument referred to
herein shall operate as a waiver thereof, and any single or partial exercise of
any such right, power or privilege shall not preclude any later exercise thereof
or any exercise of any other right, power or privilege hereunder or
thereunder.

    


    35.        
   Cumulative
Rights.  The rights and remedies of any party under this
Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.

    


    36.      
     Invalidity.  In
the event any one or more of the provisions contained in this Agreement or in
any instrument referred to herein or executed in connection herewith shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect the other
provisions of this Agreement or any such other instrument.

    


    37.        
   Time
of the Essence.  Time is of the essence of this
Agreement.

    


    38.       
    Incorporation by
Reference.  The Exhibits and Schedules to this Agreement
referred to or included herein constitute integral parts to this Agreement and
are incorporated into this Agreement by this reference.

    


    39.        
   Multiple
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  A facsimile
transmission or PDF of this signed Agreement shall be legal and binding on all
parties hereto.

    


    40.       
    Controlling
Agreement.  In the event of any conflict between the terms of
this Agreement or any of the Other Agreements or exhibits referred to herein,
the terms of this Agreement shall control.

    


    41.       
    Law Governing;
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to any conflicts of laws provisions thereof.  Each party hereby
irrevocably submits to the personal jurisdiction of the United States District
Court for Orange County, California, as well as of the Superior Courts of the
State of California in Orange County, California over any suit, action or
proceeding arising out of or relating to this Agreement.  Each party
hereby irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
mediation, arbitration, suit, action or proceeding brought in any such county
and any claim that any such mediation, arbitration, suit, action or proceeding
brought in such county has been brought in an inconvenient forum.

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    42.       
    Entire
Agreement.  This instrument and the attachments hereto contain
the entire understanding of the parties and may not be changed orally, but only
by an instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.

    


    IN
WITNESS WHEREOF, the parties have executed this Plan of Merger on November ___,
2008.

    


    
      
        
          
            
              	 
      	
                      MARSHALL
      HOLDINGS INTERNATIONAL, INC.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	 
      
	 
      	 
      	
                      Elwood
      Sprenger, Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	
                      MARSHALL
      ACQUISITION COMPANY, INC.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	 
      
	 
      	 
      	
                      Elwood
      Sprenger, Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	
                      RUDY
      NUTRITION

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	 
      
	 
      	 
      	
                      Daniel
      E. (“Rudy”) Ruettiger,
President

                    


            

          

        

      

    

    


    Attachments:

    
      	
              Exhibit
      A

            	
              Subscription
      Agreement

            


    

    
      	
              Exhibit
      B

            	
              Articles
      of Incorporation of Marshall Acquisition Company,
  Inc.

            


    

    
      	
              Exhibit
      C

            	
              Bylaws
      of Marshall Acquisition Company,
Inc.

            


    

    


    
      	
              Schedule
      11(c)

            	
              Violations
      under Documents

            


    

    
      	
              Schedule
      11(g)

            	
              Qualification
      in Foreign States

            


    

    
      	
              Schedule
      11(k)

            	
              Changes
      in Financial Statements

            


    

    
      	
              Schedule
      11(l)

            	
              Tax
      Returns Status

            


    

    
      	
              Schedule
      11(m)

            	
              Litigation

            


    

    
      	
              Schedule
      11(n)

            	
              Compliance
      with Laws and Regulations

            


    

    
      	
              Schedule
      11(o)

            	
              Defaults

            


    

    
      	
              Schedule
      11(p)

            	
              Permits
      and Approvals

            


    

    
      	
              Schedule
      11(q)

            	
              Exceptions
      to Title

            


    

    
      	
              Schedule
      11(r)

            	
              Patents
      and Trademarks

            


    

    
      	
              Schedule
      11(s)

            	
              Compliance
      with Environmental Laws

            


    

    
      	
              Schedule
      11(t)

            	
              Changes
      or Events

            


    

    
      	
              Schedule
      11(v)

            	
              Schedule
      of Insurance Policies

            


    

    
      	
              Schedule
      11(w)

            	
              Compensation
      of Officers and Others

            


    

    
      	
              Schedule
      11(x)

            	
              Inventory

            


    

    
      	
              Schedule
      11(y)

            	
              Schedule
      of Assets

            


    

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    
      	
              Schedule
      11(aa)

            	
              Labor
      Matters

            


    

    
      	
              Schedule
      11(bb)

            	
              Employment
      Contracts

            


    

    
      	
              Schedule
      11(dd)

            	
              Contracts

            


    

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
A

      SUBSCRIPTION
AGREEMENT

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    MARSHALL
HOLDINGS INTERNATIONAL, INC.

    SUBSCRIPTION
AGREEMENT

     

    Marshall
Holdings International, Inc.

    2750 West
Brooks Avenue, Suite 103

    North Las
Vegas, Nevada 89032

     

    
      	
               
      

            	
              Re:

            	
              Offering
      of Common Stock Pursuant to a Plan of
Merger

            


    

     

    Gentlemen:

     

    1.            
Subscription.  The
undersigned Rudy Stockholder hereby applies to accept shares of the common
stock, par value $0.001 per share (the “Marshall Common Stock”) of Marshall
Holdings International, Inc., a Nevada corporation (the “Company”) indicated
below in accordance with the terms of this Subscription Agreement and the
private placement relating to that certain Plan and Agreement of Triangular
Merger between Marshall Holdings International, Inc., Marshall Acquisition
Company, Inc. and Rudy Nutrition dated November ___, 2008 (the “Plan of
Merger”).  The undersigned Rudy Stockholder is a stockholder of Rudy
Nutrition, a Nevada corporation, and pursuant to the Plan of Merger and the
Merger between Marshall Acquisition Company, Inc. and Rudy Nutrition shall
receive _______ shares of the Marshall Common Stock in exchange for all of his
________ shares of common stock in Rudy Nutrition, par value $0.001 per share
(the “Rudy Common Stock”).  All capitalized terms which are not
otherwise defined herein shall have the meaning ascribed to such terms as
defined in the Plan of Merger.

     

    2.     Representations and
Warranties of the Rudy Stockholder.  The undersigned Rudy
Stockholder represents and warrants as follows:

     

    (a)           The
undersigned Rudy Stockholder has received information provided to him in writing
by the Company, or information from books and records of the Company, as
specified below.  The undersigned Rudy Stockholder understands that
all documents, records and books pertaining to this investment have been made
available for inspection by him, his attorney and/or his accountant and/or his
“Purchaser Representative” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), and that the books
and records of the Company will be available, upon reasonable notice, for
inspection by Rudy Stockholders during reasonable business hours at the
Company’s principal place of business.  The undersigned Rudy
Stockholder and/or his advisers have had a reasonable opportunity to ask
questions of and receive answers from the Company, or a person or persons acting
on its behalf, concerning the Merger, and all such questions have been answered
to the full satisfaction of the undersigned Rudy Stockholder.  No oral
representations have been made and, to the extent oral information has been
furnished to the undersigned Rudy Stockholder or his advisers in connection with
the Merger, such information was consistent with all written information
furnished

     

    (b)           Specifically,
the undersigned Rudy Stockholder was provided with access to the Company’s
filings with the Securities and Exchange Commission, including the
following:

     

    (i)           
The Company’s annual report to stockholders for the most recent fiscal year, any
definitive proxy statement or information statement filed in connection with
that annual report, and, if requested by the undersigned Rudy Stockholder in
writing, a copy of the Company’s most recent Form 10-K pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     

    (ii)           The
information contained in an annual report on Form 10-K pursuant to the Exchange
Act.

     

    (iii)          The
information contained in any reports or documents required to be filed by the
Company under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since
the distribution or filing of the reports specified above.

     

    (iv)           A
brief description of the securities being offered, the terms of the Merger, and
any material changes in the Company’s affairs that are not disclosed in the
documents furnished.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    (c)           
The undersigned Rudy Stockholder (i) has adequate means of providing for his
current needs and possible personal contingencies, (ii) has no need for
liquidity in this investment, (iii) is able to bear the economic risks of an
investment in the Marshall Common Stock for an indefinite period, and (iv) at
the present time, could afford a complete loss of such investment.

     

    (d)          
 The undersigned Rudy Stockholder recognizes that the Marshall Common Stock
as an investment involves special risks, including those disclosed to the
undersigned Rudy Stockholder by the Company.

     

    (e)          
 The undersigned Rudy Stockholder understands that the shares of the
Marshall Common Stock have not been nor will be registered under the Securities
Act or the securities laws of any state, in reliance upon an exemption therefrom
for non-public offerings.  The undersigned Rudy Stockholder
understands that the shares of the Marshall Common Stock received by him must be
held indefinitely unless they are subsequently registered or an exemption from
such registration is available.  The undersigned Rudy Stockholder
further understands that the Company has not agreed and is under no obligation
to register the Marshall Common Stock on his behalf or to assist him in
complying with any exemption from registration.

     

    (f)           
The shares of the Marshall Common Stock are being accepted solely for his own
account for investment and not for the account of any other person and not for
distribution, assignment, or resale to others and no other person has a direct
or indirect beneficial interest in the shares of the Marshall Common
Stock.  The undersigned Rudy Stockholder or his advisers have such
knowledge and experience in financial, tax, and business matters to enable him
to utilize the information made available to him in connection with the Merger
to evaluate the merits and risks of the prospective investment and to make an
informed investment decision with respect thereto.

     

    (g)           The
undersigned Rudy Stockholder, if a corporation, partnership, trust, or other
entity, is authorized and otherwise duly qualified to purchase and hold the
Marshall Common Stock.

     

    (h)           All
information which the undersigned Rudy Stockholder has provided to the Company
concerning himself, his financial position, and his knowledge of financial and
business matters, or, in the case of a corporation, partnership, trust or other
entity, the knowledge of financial and business matters of the person making the
investment decision on behalf of such entity, is correct and complete as of the
date set forth at the end hereof, and if there should be any adverse change in
such information prior to his subscription being accepted, he will immediately
provide the Company with such information.

     

    (i)           
The undersigned Rudy Stockholder understands and agrees that the following
restrictions and limitations are applicable to his purchase and his resales,
hypothecations or other transfers of the Marshall Common Stock pursuant to
Regulation D under the Securities Act:

     

    (i)           
The undersigned Rudy Stockholder agrees that the shares of the Marshall Common
Stock shall not be sold, pledged, hypothecated or otherwise transferred unless
the shares of the Marshall Common Stock are registered under the Securities Act,
and the securities laws of any state or is exempt therefrom;

     

    (ii)           A
legend in substantially the following form has been or will be placed on any
certificate(s) or other document(s) evidencing the shares of the Marshall Common
Stock:

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAW OF ANY STATE.  WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH
TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY
STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    (iii)          Stop
transfer instructions to the transfer agent of the Marshall Common Stock have
been or will be placed with respect to the Marshall Common Stock so as to
restrict the resale, pledge, hypothecation or other transfer thereof, subject to
the further items hereof, including the provisions of the legend set forth in
subparagraph (ii) above; and

     

    (iv)           The
legend and stop transfer instructions described in subparagraphs (ii) and (iii)
above will be placed with respect to any new certificate(s) or other document(s)
issued upon presentment by the undersigned Rudy Stockholder of certificate(s) or
other document(s) for transfer.

     

    (j)           
The undersigned Rudy Stockholder understands that neither the Securities and
Exchange Commission nor the securities commission of any state has made any
finding or determination relating to the fairness for public investment in the
Marshall Common Stock and that the Securities and Exchange Commission as well as
the securities commission of any state will not recommend or endorse any
offering of securities.

     

    (k)           The
undersigned Rudy Stockholder acknowledges and is aware that it never has been
represented, guaranteed, or warranted to him by the Company, its directors,
officers, agents or employees, or any other person, expressly or by implication,
that the limited past performance or experience on the part of the Company, or
any future projections will in any way indicate the predictable results of the
ownership of the Marshall Common Stock or of the overall financial performance
of the Company.

     

    (l)           
The undersigned Rudy Stockholder acknowledges that ___________________________
(complete if applicable) has acted as the “Purchaser Representative” as defined
in Regulation D promulgated under the Securities Act, and (i) that he can bear
the economic risk of this investment; (ii) he has relied upon the advice of the
Purchaser Representative as to the merits of an investment in the Company and
the suitability of such investment for the undersigned Rudy Stockholder; and
(iii) the Purchaser Representative has confirmed to him, in writing, any past,
present or future material relationship, actual or contemplated, between the
Purchaser Representative or its affiliates and the Company or its
affiliates.

     

    (m)           The
undersigned Rudy Stockholder acknowledges that the Company has made available to
him or the Purchaser Representative, if any, or other personal advisers the
opportunity to obtain additional information to verify the accuracy of the
information furnished to him and to evaluate the merits and risks of this
investment.

     

    (n)          
 The undersigned Rudy Stockholder confirms that he has consulted with the
Purchaser Representative, if any, or other personal advisers and that the
Purchaser Representative or other advisers have analyzed the information
furnished to him and the documents relating thereto on his behalf and have
advised him of the business and financial aspects and consequences of and
potential liabilities associated with his investment in the Marshall Common
Stock.  The undersigned Rudy Stockholder represents that he has made
other risk capital investments or other investments of a speculative nature, and
by reason of his business and financial experience and of the business and
financial experience of those persons he has retained to advise him with respect
to investments of this nature.  In reaching the conclusion that he
desires to acquire the Marshall Common Stock, the undersigned Rudy Stockholder
has carefully evaluated his financial resources and investments and acknowledges
that he is able to bear the economic risks of this investment.

     

    (o)          
 The undersigned Rudy Stockholder acknowledges that all information made
available to him and/or the Purchaser Representative, if any, and/or personal
advisers in connection with his investment in the Marshall Common Stock,
including the information furnished to him, is and shall remain confidential in
all respects and may not be reproduced, distributed or used for any other
purpose without the prior written consent of the Company.

     

    (p)           
The undersigned Rudy Stockholder is either an “Accredited Investor” (Yes __ or
No __) “Unaccredited Investor” (Yes __ or No __) as defined in Rule 501(a) of
the Securities Act (signify which).

     

    3.           
 Indemnification.  The
undersigned Rudy Stockholder agrees to indemnify and hold harmless the Company
and its affiliates from and against all damages, losses, costs, and expenses
(including reasonable attorneys’ fees) which they may incur by reason of the
failure of the undersigned Rudy Stockholder to fulfill any of the terms or
conditions of this subscription, or by reason of any breach of the
representations and warranties made by the undersigned Rudy Stockholder herein,
or in any document provided by the undersigned Rudy Stockholder to the
Company.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    4.            
Survival.  The
foregoing representations, warranties and undertakings are made with the intent
that they may be relied upon in determining the undersigned Rudy Stockholder’s
suitability as a stockholder in the Company and the undersigned Rudy Stockholder
hereby agrees that such representations and warranties shall survive his
acceptance of the Marshall Common Stock in connection with the
Merger.  The undersigned Rudy Stockholder hereby acknowledges and
agrees that he is not entitled to cancel, terminate or revoke this Subscription
Agreement, or any agreements hereunder, and that this Subscription Agreement and
such agreements shall survive (a) changes in the transactions, documents, and
instruments previously furnished to the undersigned Rudy Stockholder which are
not materially adverse, and (b) the undersigned Rudy Stockholder’s death or
disability.

     

    5.            
Incorporation by
Reference.  The Plan of Merger and all other agreements or
documents referred to or included herein constitute integral parts to this
Agreement and are incorporated into this Agreement by this
reference.

     

    6.            
Notices.  All
notices or other communications given or made hereunder shall be in writing and
shall be delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the undersigned Rudy Stockholder or to the
Company at the respective addresses set forth herein.

     

    7.            
Miscellaneous.

     

    (a)           Notwithstanding
any of the representations, warranties, acknowledgments, or agreements made
herein by the undersigned Rudy Stockholder, the undersigned Rudy Stockholder
does not thereby or in any other manner waive any rights granted to the
undersigned Rudy Stockholder under federal or state securities
laws.

     

    (b)           Words
of any gender used in this Subscription Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, and vice versa, unless the context requires
otherwise.

     

    (c)           In
the event of any conflict between the terms of this Subscription Agreement or
the Plan of Merger, the terms of the Plan of Merger shall control.

     

    (d)           This
Subscription Agreement contains the entire understanding of the parties and may
not be changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, modification, extension, or
discharge is sought.

     

    (e)           This
Subscription Agreement shall be enforced, governed, and construed in all
respects in accordance with the laws of the State of California and all
obligations hereunder shall be deemed performable in Orange County,
California.

     

    IN
WITNESS WHEREOF, I have executed this Subscription Agreement as of the ___ day
of November, 2008.

     

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                        (Signature)

                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                        (Print
      or Type Name)

                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                        Social
      Security Number

                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                        Address

                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                        Number
      of Shares of Rudy Common Stock Held

                                      
	 
      	 
      	 
      	 
      
	
                                        Subscription
      Accepted this ____ day of November, 2008.

                                      
	 
      	 
      	 
      	 
      
	
                                        MARSHALL
      HOLDINGS INTERNATIONAL, INC.

                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                        By

                                      	 
      	 
      	 
      
	 
      	
                                            Elwood
      Sprenger, Chief Executive Officer

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
B

      ARTICLES
OF INCORPORATION OF

      MARSHALL
ACQUISITION COMPANY, INC.,

      A
Nevada corporation

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 
      	
                    ROSS
      MILLER

                    Secretary
      of State

                    206
      North Carson Street

                    Carson
      City, Nevada 89701-4299

                    (775)
      684 5708

                    Website:
      www.nvsos.gov

                  


          

        

        
          


        

        
          


        

        
          
            
              	 	
                       

                      Articles
      of Incorporation

                      (PURSUANT
      TO NRS CHAPTER 78)

                       

                    	 
      


            

          

        

        
          


        

        
          


        

        
          
            	
                           
      USE BLACK INK ONLY - DO NOT HIGHLIGHT

                  	
                    ABOVE
      SPACE IS FOR OFFICE USE ONLY        
      

                  


          

        

        


        
          
            
              	
                      
                        1.
      Name of Corporation:

                      

                    	
                      
                        Marshall
      Acquisition Company, Inc.

                         

                      

                    


            

          

        

        
          
            
              
                	
                        
                          2. Registered Agent for Service
      of Process:
      (check only one box)

                        

                      	
                        
                          T
      Commercial Registered Agent: The Corporation Trust Company of
      Nevada

                        

                        
                                                                                     
      Name

                        

                        
                          £
      Noncommercial Registered Agent    OR    £ Office
      or Position with Entity

                        

                        
                                    
      (name and address
      below)                               
                    (name
      and address below)

                           

                           

                        

                        
                          Name
      of Noncommercial Registered Agent   OR   Name of Title of
      Office or Other Position with Entity

                        

                        
                           

                        

                        
                          6100
      Neil Road, Suite
      500                                              Reno     
                                
            Nevada  89511

                        

                        
                          Street
      Address                                                               
      City                                                    
       Zip Code

                        

                        
                                                                                                                                                   
                 
           Nevada

                        

                        
                          Mailing
      Address (if different from street address)   
      City                                                     
      Zip Code

                        

                      


              

            

          

        

        
          
            
              
                
                  	
                          
                            3. Authorized Stock:
      (number of shares corporation is authorized to
issue)

                          

                        	
                          
                            Number
      of

                            shares
      with

                            par
      value:

                          

                        	
                          
                            See
      attached Article III

                          

                        	
                          
                            Par
      value

                            per
      share: $

                          

                        	
                          
                            Number
      of

                            shares

                            without

                            par
      value:

                          

                        


                

              

            

          

        

        
          
            	
                    
                      4. Names and Addresses of the
      Board of Directors/ Trustees: (each Director/Trustee must be a
      natural person at least 18 years of age; attach additional page if more
      than two directors/trustees)

                    

                  	
                    
                      1)  
      Elwood Sprenger

                    

                    
                           
      Name

                    

                    
                      2750
      West Brooks Avenue, Suite
      103                         North
      Las
      Vegas                 
      NV        89032

                    

                    
                      Street
      Address                                                               
      City                                        State   
       Zip Code

                       

                    

                    
                      2)  Jamie
      Plante

                    

                    
                      Name

                    

                    
                      2750
      West Brooks Avenue, Suite
      103                        
      North Las
      Vegas                 
      NV        89032

                    

                    
                      Street
      Address                                                              
       City                                        State  
        Zip Code

                    

                  


          

        

        
          
            	
                    
                      5. Purpose: (optional;
      see instructions)

                    

                  	
                    
                      The
      purpose of the corporation shall be:

                    

                    
                      See
      attached Article II.

                    

                  


          

        

        
          
            	
                    
                      6. Name, Address and Signature
      of Incorporator: (attach
      additional page if more than one incorporator)

                    

                  	
                    
                      Norman
      T.
      Reynolds                                                     
      X /s/ Norman T.
      Reynolds                               

                    

                    
                      Name                                                                                
      Incorporator
      Signature

                    

                    
                      815
      Walker, Suite
      1250                                                  
      Houston                                TX        77002

                    

                    
                      Address                                                                           City                                        
      State    Zip
Code

                    

                  


          

        

        
          
            	
                    
                      7.
      Certificate of Acceptance of Appointment of Registered
      Agent:

                    

                  	
                    
                      I
      hereby accept appointment as Registered Agent for the above named
      Entity.

                    

                    
                       

                    

                    
                      X                                                                                                                                                    
      

                    

                    
                      Authorized Signature of
      Registered Agent or On Behalf of Registered Agent
      Entity         Date

                    

                  


          

        

        
          


        

        
          Nevada
Secretary of State NRS 78 Articles

        

        
          
            	
                    This
      form must be accompanied by appropriate fees.

                  	
                    Revised
      on 7-1-08

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        CONTINUATION
TO

        ARTICLES
OF INCORPORATION

        OF

        MARSHALL
ACQUISITION COMPANY, INC.

         

        ARTICLE
II

        Business

         

        The
purpose and nature of the business, objectives, or purposes to be transacted,
promoted, or carried on by the Company shall be as follows:

         

        1.           To
engage in any lawful activity.

         

        2.           To
do all and everything necessary, suitable, and proper to accomplish the
foregoing, and to engage in any and every activity and business enterprise which
the Company’s board of directors (the “Board of Directors”) may, from time to
time, deem reasonably necessary, providing the same shall not be inconsistent
with the NRS.

         

        ARTICLE
III

        Capital
Stock

         

        1.           Authorized
Stock.  The total number of shares of stock which the Company
shall have authority to issue is 1,000, par value $0.001 per share (the “Common
Stock”).  The Common Stock shall be subject to the express terms of
any preferred stock and any series thereof which may hereafter be authorized and
issued by the Company (the “Preferred Stock”).  Each share of the
Common Stock shall be equal to each other share of the Common
Stock.  The holders of shares of the Common Stock shall be entitled to
one vote for each such share upon all questions presented to the
stockholders.

         

        2.           Voting
Rights.  Except as may be provided in these Articles of
Incorporation or in a Preferred Stock Designation with respect to the Preferred
Stock, or as may be required by applicable law, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, and holders of shares of the Preferred Stock shall not be entitled to
receive notice of any meeting of stockholders at which they are not entitled to
vote.  At each election for directors, every stockholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote.  It is
expressly prohibited for any stockholder to cumulate his votes in any election
of directors.

         

        3.           Denial of Preemptive
Rights.  No stockholder of the Company shall, by reason of his
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe to any shares of any class of the Company, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities would
adversely affect dividend or voting rights of such stockholder, other than such
rights, if any, as the Board of Directors in its discretion may fix; and the
Board of Directors may issue shares of any class of the Company, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering any such shares of
any class, either in whole or in part, to the existing stockholders of any
class.

         

        4.           Record
Date.  The Board of Directors may prescribe a period not
exceeding 60 days before any meeting of the stockholders during which no
transfer of stock on the books of the Company may be made, or may fix, in
advance, a record date not more than 60 or less than 10 days before the date of
any such meeting as the date as of which stockholders entitled to notice of and
to vote at such meetings must be determined.  Only stockholders of
record on that date are entitled to notice or to vote at such a
meeting.  If a record date is not fixed, the record date is at the
close of business on the day before the day on which notice is given or, if
notice is waived, at the close of business on the day before the meeting is
held.  A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders applies to an adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned
meeting.  The Board of Directors must fix a new record date if the
meeting is adjourned to a date more than 60 days later than the date set for the
original meeting.

         

        
          
            
            

          

          
            - 1
-

            
              

            

          

          
            
            

          

        

         

        ARTICLE
IV

        Election
of Directors

         

        1.           Number.  The
business and affairs of the Company shall be conducted and managed by, or under
the direction of, the Board of Directors.  The total number of
directors constituting the entire Board of Directors shall be fixed and may be
altered from time to time by or pursuant to a resolution passed by the
stockholders of the Company or the Board of Directors, but shall not be less
than one.

         

        2.           Vacancies.  Except
as otherwise provided for herein, newly created directorships resulting from any
increase in the authorized number of directors, and any vacancies on the Board
of Directors resulting from death, resignation, disqualification, removal or
other cause, may be filled only by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the newly
created directorship or for the directorship in which the vacancy occurred, and
until such director’s successor shall have been duly elected and qualified,
subject to his earlier death, disqualification, resignation or
removal.  Subject to the provisions of these Articles of
Incorporation, no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         

        3.           Removal of
Directors.  Except as otherwise provided in any Preferred Stock
Designation, any director may be removed from office only by the affirmative
vote of the holders of a majority or more of the combined voting power of the
then outstanding shares of capital stock of the Company entitled to vote at a
meeting of stockholders called for that purpose, voting together as a single
class.

         

        ARTICLE
V

        Meetings
of Stockholders

         

        Meetings
of stockholders of the Company (the “Stockholder Meetings”) may be held within
or without the State of Nevada, as the Bylaws of the Company (the “Bylaws”) may
provide.  Special Stockholder Meetings may be called only by (a) the
Chairman of the Board, (b) the Chief Executive Officer, (c) the President, (d)
the Secretary, (e) the Treasurer, (f) the holders of at least 10 percent of all
of the shares entitled to vote at the proposed special meeting, or (g) the Board
of Directors pursuant to a duly adopted resolution.  Special
Stockholder Meetings may not be called by any other person or persons or in any
other manner.  Elections of directors need not be by written ballot
unless the Bylaws shall so provide.

         

        ARTICLE
VI

        Limitation
of Liability

         

        Except as
otherwise provided in the NRS, a director or officer of the Company shall not be
personally liable to the Company or its stockholders for damages as a result of
any act or failure to act in his capacity as a director or officer; provided,
however, that this Article shall not eliminate or limit the liability of a
director or officer (a) if it is proven that his act or failure to act
constituted a breach of his fiduciary duties and such breach involved
intentional misconduct, fraud or a knowing violation of law, or (b) under
Section 78.300 of the NRS.

         

        If the
NRS is amended after the date of filing of these Articles of Incorporation to
authorize corporate action further limiting or eliminating the personal
liability of a director, then the liability of the directors of the Company
shall be limited or eliminated to the fullest extent permitted by the NRS, as so
amended, or a similar successor provision.  Any repeal or modification
of this Article by the stockholders of the Company or otherwise shall not
adversely affect any right or protection of a director of the Company existing
at the time of such repeal or modification.

         

        
          
            
            

          

          
            - 2
-

            
              

            

          

          
            
            

          

        

         

        ARTICLE
VII

        Indemnification

         

        1.           Discretionary
Indemnification.  (a) The Company may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the Company, by reason
of the fact that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he: (i) is not
liable pursuant to Section 78.138 of the NRS; or (ii) acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person is liable
pursuant to Section 78.138 of the NRS or did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, or that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.

         

        (b)          The
Company may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys’
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (i) is not liable pursuant to Section
78.138 of the NRS; or (ii) acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company.  Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
Company or for amounts paid in settlement to the Company, unless and only to the
extent that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the courts deem proper.

         

        2.           Determination of
Discretionary Indemnification.  Any discretionary
indemnification pursuant to Section 1 of this Article VII, unless ordered by a
court or advanced pursuant to this Section 2, may be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances.  The determination must be made:

         

        (a)          By
the stockholders; or

         

        (b)          By
the Board of Directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding; or

         

        (c)          If
a majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or

         

        (d)          If
a quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.

         

        The
expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the Company as they are incurred in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the Company.

         

        
          
            
            

          

          
            - 3
-

            
              

            

          

          
            
            

          

        

         

        3.           Mandatory
Indemnification.  To the extent that a director, officer,
employee or agent of the Company has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section 1 of this
Article VII, or in defense of any claim, issue or matter therein, the Company
shall indemnify him against expenses, including attorneys’ fees actually and
reasonably incurred by him in connection with the defense.

         

        4.           Non-Exclusivity.  The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this Article VII:

         

        (a)          Does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to Section 1 of
this Article VII, or for the advancement of expenses made pursuant to Section 2
of this Article VII may not be made to or on behalf of any director or officer
if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.

         

        (b)          Continues
for a person who has ceased to be a director, officer, employee or agent and
inures to the benefit of the heirs, executors and administrators of any such
person.

         

        5.           Insurance.  The
Company may purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and liability
and expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the Company has the
authority to indemnify him against such liability expenses.

         

        ARTICLE
VIII

        Amendment
of Corporate Documents

         

        1.           Articles of
Incorporation.  Whenever any vote of the holders of voting
shares of the capital stock of the Company is required by law to amend, alter,
repeal or rescind any provision of these Articles of Incorporation, such
alteration, amendment, repeal or rescission of any provision of these Articles
of Incorporation must be approved by the affirmative vote of the holders of at
least a majority of the combined voting power of the then outstanding voting
shares of capital stock of the Company, voting together as a single
class.

         

        Subject
to the provisions hereof, the Company reserves the right at any time, and from
time to time, to amend, alter, repeal or rescind any provision contained in
these Articles of Incorporation in the manner now or hereafter prescribed by
law, and other provisions authorized by the laws of the State of Nevada at the
time in force may be added or inserted, in the manner now or hereafter
prescribed by law; and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons whomsoever by
and pursuant to these Articles of Incorporation in their present form or as
hereafter amended are granted subject to the rights reserved in this
Article.

         

        2.           Bylaws.  In
addition to any affirmative vote required by law, any change of the Bylaws may
be adopted either (a) by the affirmative vote of the Board of Directors, or (b)
by the stockholders by the affirmative vote of the holders of at least a
majority of the combined voting power of the then outstanding voting shares of
capital stock of the Company, voting together as a single class.

         

         

        ARTICLE
IX

        Application
of NRS 78.411 to 78.444, Inclusive

         

        These
Articles of Incorporation expressly provide that the Company shall not be
governed by Sections 78.411 to 78.444 of the NRS, inclusive.

         

        
          
            
            

          

          
            - 4
-

            
              

            

          

          
            
            

          

        

         

        ARTICLE
X

        Existence

         

        The
Company is to have perpetual existence.

      

       

      
        
          
          

        

        
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      EXHIBIT
C

      BYLAWS
OF

      MARSHALL
ACQUISITION COMPANY, INC.,

      A
Nevada corporation


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      
        
           

          
            BYLAWS
OF

            MARSHALL
ACQUISITION COMPANY, INC.

            


            ARTICLE
I

            Offices

             

            1.1.           Registered
Office.  The registered office of Marshall Acquisition Company,
Inc. (the “Company”) required by Section 78.035 of the Nevada Revised Statutes
or any successor statute (the “NRS”) to be maintained in the State of Nevada
shall be the registered office named in the Articles of Incorporation of the
Company, as they may be amended or restated from time to time in accordance with
the NRS (the “Articles of Incorporation”). 

             

            1.2.           Other
Offices.  The Company may also have offices at such other
places both within and without the State of Nevada as the Board of Directors of
the Company (the “Board of Directors”) may determine from time to time or as the
business of the Company may require.

             

            ARTICLE
II

            Meetings
of Stockholders

             

            2.1.           Place of
Meetings.  Meetings of the Company’s stockholders shall be held
at such place within or without the State of Nevada as may be designated by the
Board of Directors or the officer calling the meeting, or, in the absence of
such designation, at the principal office of the Company.

             

            2.2.           Annual
Meeting.  An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire or to fill vacancies
and for the transaction of such other business as may properly come before the
meeting, shall be held on such date and at such time as the Board of Directors
shall fix and set forth in the notice of the meeting, which date shall be within
13 months subsequent to the last annual meeting of stockholders.  At
the annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the annual meeting as set forth in
Paragraph 2.8 hereof.  Failure to hold the annual meeting at the
designated time shall not work a dissolution of the Company.

             

            2.3.           Special
Meetings.  Subject to the rights of the holders of any series
of the Company’s preferred stock (the “Preferred Stock”), as designated in any
resolutions adopted by the Board of Directors and filed with the State of Nevada
(a “Preferred Stock Designation”), special meetings of the stockholders may be
called at any time only by (a) the Chairman of the Board, (b) the Chief
Executive Officer, (c) the President, (d) the holders of at least 10 percent of
all of the shares entitled to vote at the proposed special meeting, or (e) the
Board of Directors pursuant to a duly adopted resolution.  Special
Stockholder Meetings may not be called by any other person or persons or in any
other manner.  Elections of directors need not be by written ballot
unless the Bylaws shall so provide.  Upon written request of any
person or persons who have duly called a special meeting, it shall be the duty
of the Secretary to fix the date of the meeting to be held not less than 10 nor
more than 60 days after the receipt of the request and to give due notice
thereof, as required by the NRS.  If the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person or
persons calling the meeting may do so.

             

            2.4.           Notice of
Meeting.  Written or printed notice of all meetings, stating
the place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 60 days
before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman of the Board or Secretary, to each stockholder
entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered to a stockholder when deposited in the United States mail
addressed to such stockholder at such stockholder’s address as it appears on the
stock transfer records of the Company, with postage thereon
prepaid.

             

            2.5.           Registered Holders of
Shares; Closing of Share Transfer Records; and Record Date.

             

            (a)           Registered Holders as
Owners.  Unless otherwise provided under the NRS, the Company
may regard the person in whose name any shares are registered in the stock
transfer records of the Company at any particular time (including, without
limitation, as of a record date fixed pursuant to subparagraph (b) of this
Paragraph 2.5) as the owner of such shares at that time for purposes of voting,
receiving distributions thereon or notices in respect thereof, transferring such
shares, exercising rights of dissent with respect to such shares, entering into
agreements with respect to such shares, or giving proxies with respect to such
shares; and neither the Company nor any of its officers, directors, employees or
agents shall be liable for regarding that person as the owner of such shares at
that time for those purposes, regardless of whether that person possesses a
certificate for such shares.


            
              
                 


              

              
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            (b)           Record
Date.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive a distribution by the Company (other than a distribution
involving a purchase or redemption by the Company of any of its own shares) or a
share dividend, or in order to make a determination of stockholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case to
be not more than 60 days and, in the case of a meeting of stockholders, not less
than 10 days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  The Board of Directors
shall not close the books of the Company against transfers of shares during the
whole or any part of such period.

             

            If the
Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if in accordance with Paragraph
7.3 of these Bylaws notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

             

            2.6.           Quorum of Stockholders;
Adjournment.  Unless otherwise provided in the Articles of
Incorporation, a majority of the outstanding shares of capital stock of the
Company entitled to vote, present in person or represented by proxy, shall
constitute a quorum at any meeting of the stockholders, and the stockholders
present at any duly convened meeting may continue to do business until
adjournment notwithstanding any withdrawal from the meeting of holders of shares
counted in determining the existence of a quorum.  Unless otherwise
provided in the Articles of Incorporation or these Bylaws, any meeting of the
stockholders may be adjourned from time to time by the chairman of the meeting
or the holders of a majority of the issued and outstanding stock, present in
person or represented by proxy, whether or not a quorum is present, without
notice other than by announcement at the meeting at which such adjournment is
taken, and at any such adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called;
provided that if the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned
meeting.

             

            2.7.           Voting by
Stockholders.

             

            (a)           Voting on Matters Other than
the Election of Directors.  With respect to any matters as to
which no other voting requirement is specified by the NRS, the Articles of
Incorporation or these Bylaws, and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specific circumstances, the
affirmative vote required for stockholder action shall be that of a majority of
the shares present in person or represented by proxy at the meeting (as counted
for purposes of determining the existence of a quorum at the
meeting).

             

            (b)           Voting in the Election of
Directors.  Unless otherwise provided in the Articles of
Incorporation or these Bylaws in accordance with the NRS, directors shall be
elected by a plurality of the votes cast by the holders of outstanding shares of
capital stock of the Company entitled to vote in the election of directors at a
meeting of stockholders at which a quorum is present.

             

            (c)           Consents in Lieu of
Meeting.  Any action that is required or permitted to be taken
by the stockholders of the Company at any annual or special meeting of
stockholders may be taken without a meeting if, before or after the action, a
written consent thereto is signed by stockholders holding at least a majority of
the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required.  In no instance where action is authorized by
written consent need a meeting of stockholders be called or notice
given.


            
              
                 


              

              
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            (d)           Telephone
Meetings.  Stockholders may participate in a meeting of
stockholders by means of a telephone conference or similar methods of
communication by which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this subsection constitutes
presence in person at the meeting.

             

            (e)           
Other.  The
Board of Directors, in its discretion, or the officer of the Company presiding
at a meeting of stockholders of the Company, in his discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

             

            2.8.           Business to be Conducted at
Annual or Special Stockholder Meetings. At any annual or special meeting
of stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been disclosed in the notice delivered to the
stockholders with respect to such meeting.

             

            2.9.           Proxies.  Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy.  Proxies for use at any
meeting of stockholders shall be filed with the Secretary, or such other officer
as the Board of Directors may from time to time determine by resolution, before
or at the time of the meeting.  All proxies shall be received and
taken charge of and all ballots shall be received and canvassed by the secretary
of the meeting who shall decide all questions relating to the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chairman of
the meeting, in which event such inspector or inspectors shall decide all such
questions.

             

            2.10.         Approval or Ratification of
Acts or Contracts by Stockholders.  The Board of Directors in
its discretion may submit any act or contract for approval or ratification at
any annual meeting of the stockholders, or at any special meeting of the
stockholders called for the purpose of considering any such act or contract, and
any act or contract that shall be approved or be ratified by the vote of the
stockholders holding a majority of the issued and outstanding shares of stock of
the Company entitled to vote and present in person or by proxy at such meeting
(provided that a quorum is present), shall be as valid and as binding upon the
Company and upon all the stockholders as if it has been approved or ratified by
every stockholder of the Company.

             

            2.11.         Inspectors of
Election.  The Company shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election, who may be employees
of the Company, to act at the meeting or any adjournment thereof and to make a
written report thereof.  The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to act.  If
no inspector so appointed or designated is able to act at a meeting of
stockholders, the chairman or the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his ability.

             

            The
inspector or inspectors so appointed or designated shall: (a) ascertain the
number of shares of capital stock of the Company outstanding and the voting
power of each such share; (b) determine the shares of capital stock of the
Company represented at the meeting and the validity of proxies and ballots; (c)
count all votes and ballots; (d) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors; and (e) certify their determination of the number of shares of the
capital stock of the Company represented at the meeting and such inspectors’
count of all votes and ballots.  Such certification and report shall
specify such other information as may be required by law.  In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the Company, the inspectors may consider such information as
is permitted by applicable law.  No person who is a candidate for an
office at an election may serve as an inspector at such
election.


            
              
                 


              

              
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            ARTICLE
III

            Directors

             

            3.1.           Powers, Number,
Classification and Tenure.

             

            (a)           The
powers of the Company shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed under the direction of, the
Board of Directors.  Each director shall hold office for the full term
for which such director is elected and until such director’s successor shall
have been duly elected and qualified or until his earlier death or resignation
or removal in accordance with the Articles of Incorporation or these
Bylaws.

             

            (b)           Within
the limits specified in the Articles of Incorporation, and subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specific circumstances, the number of directors that shall constitute the whole
Board of Directors shall be fixed by, and may be increased or decreased from
time to time by, the affirmative vote of a majority of the stockholders of the
Company or a majority of the members at any time constituting the Board of
Directors.  Except as provided in the Articles of Incorporation, and
subject to the rights of the holders of any series of Preferred Stock to elect
directors under specific circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director’s successor shall have been elected and qualified or until
his earlier death, resignation or removal.  No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

             

            3.2.           Qualifications.  Directors
need not be residents of the State of Nevada or stockholders of the
Company.

             

            3.3.           Place of Meeting; Order of
Business.  Except as otherwise provided by law, meetings of the
Board of Directors, regular or special, may be held either within or without the
State of Nevada, at whatever place is specified by the person or persons calling
the meeting.  In the absence of specific designation, the meetings
shall be held at the principal office of the Company.  At all meetings
of the Board of Directors, business shall be transacted in such order as shall
from time to time be determined by the Chairman of the Board, or in his absence
by the President, or by resolution of the Board of Directors.

             

            3.4.           Regular
Meetings.  Regular meetings of the Board of Directors shall be
held, in each case, at such hour and on such day as may be fixed by resolution
of the Board of Directors, without further notice of such
meetings.  The time or place of holding regular meetings of the Board
of Directors may be changed by the Chairman of the Board by giving written
notice thereof as provided in Paragraph 3.6 hereof.

             

            3.5.           Special
Meetings.  Special meetings of the Board of Directors shall be
held, whenever called by the Chairman of the Board or by resolution adopted by
the Board of Directors, in each case, at such hour and on such day as may be
stated in the notice of the meeting.

             

            3.6.           Attendance at and Notice of
Meetings.  Written notice of the time and place of, and general
nature of the business to be transacted at, all special meetings of the Board of
Directors, and written notice of any change in the time or place of holding the
regular meetings of the Board of Directors, shall be given to each director
personally or by mail or by telegraph, telecopier or similar communication at
least one day before the day of the meeting; provided, however, that
notice of any meeting need not be given to any director if waived by him in
writing, or if he shall be present at such meeting.  Participation in
a meeting of the Board of Directors shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

             

            3.7.           Quorum of and Action by
Directors.  A majority of the directors in office shall
constitute a quorum of the Board of Directors for the transaction of business;
but a lesser number may adjourn from day to day until a quorum is
present.  Except as otherwise provided by law or in these Bylaws, all
questions shall be decided by the vote of a majority of the directors present at
a meeting at which a quorum is present.


            
              
                 


              

              
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            3.8.           Board and Committee Action
Without a Meeting.  Unless otherwise restricted by the Articles
of Incorporation or these Bylaws, any action required or permitted to be taken
at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or such committee, as the
case may be, and shall be filed with the Secretary.

             

            3.9.           Board and Committee
Telephone Meetings.  Subject to the provisions required or
permitted by the NRS for notice of meetings, unless otherwise restricted by the
Articles of Incorporation or these Bylaws, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in and hold a meeting of such Board of Directors or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Paragraph 3.9 shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

             

            3.10.         Compensation.  Directors
shall receive such compensation for their services as shall be determined by the
Board of Directors.

             

            3.11.         Removal.  Except
as otherwise provided in any Preferred Stock Designation, any director may be
removed from office only by the affirmative vote of the holders of a majority or
more of the combined voting power of the then outstanding shares of capital
stock of the Company entitled to vote at a meeting of stockholders called for
that purpose, voting together as a single class.

             

            3.12.         Committees of the Board of
Directors.

             

            (a)           The
Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees, each of
which shall be comprised of one or more of its members, and may designate one or
more of its members as alternate members of any committee, who may, subject to
any limitations by the Board of Directors, replace absent or disqualified
members at any meeting of that committee.  Any such committee, to the
extent provided in such resolution or in the Articles of Incorporation or these
Bylaws, shall have and may exercise all of the authority of the Board of
Directors to the extent permitted by the NRS, including, without limitation, the
power and authority to declare a dividend, to authorize the issuance of stock or
to adopt a plan of merger pursuant to Section 78.125 of the NRS.  Any
such committee may authorize the seal of the Company to be affixed to all papers
which may require it.  In addition to the above, such committee or
committees shall have such other powers and limitations of authority as may be
determined from time to time by resolution adopted by the Board of
Directors.

             

            (b)           The
Board of Directors shall have the power at any time to change the membership of
any such committee and to fill vacancies in it.  A majority of the
number of members of any such committee shall constitute a quorum for the
transaction of business unless a greater number is required by a resolution
adopted by the Board of Directors.  The act of the majority of the
members of a committee present at any meeting at which a quorum is present shall
be the act of such committee, unless the act of a greater number is required by
a resolution adopted by the Board of Directors.  Each such committee
may elect a chairman and appoint such subcommittees and assistants as it may
deem necessary.  Except as otherwise provided by the Board of
Directors, meetings of any committee shall be conducted in accordance with
Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof.  In the
absence or disqualification of a member of a committee, the member or members
present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member.  Any member of any such committee elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Company will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointment of a member of a committee shall
not of itself create contract rights.


            
              
                 


              

              
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            (c)           Any
action taken by any committee of the Board of Directors shall promptly be
recorded in the minutes and filed with the Secretary.

             

            ARTICLE
IV

            Officers

             

            4.1.           Designation.  The
officers of the Company shall consist of a Chairman of the Board, Chief
Executive Officer, President, Chief Operating Officer, Secretary, Chief
Financial Officer, Treasurer, Controller and such Executive, Senior or other
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and other officers as may be elected or appointed by the Board of
Directors from time to time.  Any number of offices may be held by the
same person.  The Chairman of the Board may also serve as the Chief
Executive Officer.  The Chairman of the Board shall be chosen from the
directors.  All officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective
stockholders and of the Board of Directors.

             

            4.2.           Election and Term of
Office.  The elected officers of the Company shall be elected
annually by the Board of Directors at the regular meeting of the Board of
Directors held at the time of each annual meeting of the
stockholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
convenient.  Subject to Paragraph 4.17 of these Bylaws, each officer
shall hold office until such officer’s successor shall have been duly elected
and shall have qualified or until such officer’s death or until such officer
shall resign.

             

            4.3.           Chairman of the
Board.  The Chairman of the Board shall be the Chief Executive
Officer of the Company and shall preside at all meetings of the stockholders and
of the Board of Directors.  Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign all contracts, certificates and other instruments of the
Company which may be authorized by the Board of Directors.  The
Chairman of the Board shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him by these Bylaws or by
the Board of Directors.  In the absence or incapacity to act of the
President, the Chairman of the Board shall serve as acting President, and when
so acting, shall have all the powers of and be subject to the restrictions of
such office.

             

            4.4.           Chief Executive
Officer.  The Chief Executive Officer shall be responsible for
the general management of the affairs of the Company and shall perform all
duties incidental to the Chief Executive Officer’s office which may be required
by law and all such other duties as are properly required of him by the Board of
Directors.  The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried
into effect.

             

            4.5.           President.  The
President shall be the Chief Operating Officer of the Company and shall have
general supervision and control of the business, affairs and properties of the
Company and its general officers, and shall see that all orders and resolutions
of the Board of Directors are carried into effect.  He shall have the
power to appoint and remove all subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors, and shall execute
all bonds, mortgages, contracts and other instruments of the Company requiring a
seal, under the seal of the Company, except where required or permitted by law
to be otherwise signed and executed and except that the other officers of the
Company may sign and execute documents when so authorized by these Bylaws, the
Board of Directors or the President.  The President shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him by these Bylaws or by the Board of Directors.  In the
incapacity to act of the Chairman of the Board, the President shall serve as
acting Chairman of the Board, and when so acting, shall have all the powers of
and be subject to the restrictions of such office.

             

            4.6.           Chief Operating
Officer.  As the Chief Operating Officer, the President shall
have general charge and supervision of the day to day operations of the Company
(subject to the direction of the Board of Directors), and, in general, shall
perform such other duties as are incident to the office of a chief operating
officer of a corporation, including those duties customarily performed by
persons occupying such office, and shall perform such other duties as, from time
to time, may be assigned to him by the Board of Directors.


            
              
                 


              

              
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            4.7.           Vice
President.  The Board of Directors may appoint such Vice
Presidents as may be recommended by the President or as the directors deem
necessary or appropriate.  Vice Presidents may be designated as Senior
Vice Presidents, Executive Vice Presidents or some other designation as the
Board of Directors deems appropriate (each a “Vice President”).  Each
Vice President shall perform such duties as the Board of Directors may from time
to time prescribe and have such other powers as the President may from time to
time prescribe.

             

            4.8.           Chief Financial
Officer.  The Chief Financial Officer shall be the chief
accounting officer of the Company and shall have general charge and supervision
of the day to day financial operations of the Company (subject to the direction
of the Board of Directors), and, in general, shall perform such other duties as
are incident to the office of a chief financial officer of a corporation,
including those duties customarily performed by persons occupying such office,
and shall perform such other duties as, from time to time, may be assigned to
him by the Board of Directors or the Audit Committee.

             

            4.9.           Secretary.  The
Secretary shall attend the meetings of the Board of Directors and all meetings
of stockholders and record the proceedings thereof in a book or books to be kept
for that purpose; the Secretary shall also perform like duties for the standing
committees when required.  The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall
be.  If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then the Chairman of
the Board may choose another officer to cause such notice to be
given.  The Secretary shall have custody of the seal of the Company
and the Secretary or any Assistant Secretary, if there be one, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by the signature of the Secretary or by the signature of any
such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the Company and to attest
the affixing by his signature.  The Secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case may
be.

             

            4.10.         Treasurer.  The
Treasurer shall have the custody of the Company’s funds and securities and shall
keep full and accurate accounts of receipt and disbursements in books belonging
to the Company and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be designated
by the Chief Financial Officer or the Board of Directors.  The
Treasurer shall disburse the funds of the Company as may be ordered by the Chief
Financial Officer or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and the Board of
Directors, at its regular meeting, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the liquidity of the
Company.  If required by the Board of Directors, the Treasurer shall
give the Company a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Company.

             

            4.11.         Controller.  The
Controller, if there is one, shall maintain records of all assets, liabilities,
and transactions of the Company and shall be responsible for the design,
installation and maintenance of accounting and cost control systems and
procedures for the Company and shall perform such other duties and have such
other powers as from time to time may be assigned to him by the Chief Financial
Officer, Board of Directors or the Audit Committee.

             

            4.12.         Assistant
Secretaries.  Except as may be otherwise provided in these
Bylaws, Assistant Secretaries, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
Secretary.


            
              
                 


              

              
                7

                
                  

                

              

              
                 


              

            

             

            4.13.         Assistant
Treasurers.  Assistant Treasurers, if there be any, shall
perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
Treasurer.  If required by the Board of Directors, an Assistant
Treasurer shall give the Company a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the Company,
in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Company.

             

            4.14.         Assistant
Controllers.  Except as may be otherwise provided in these
Bylaws, Assistant Controllers, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, or the Controller, and in the
absence of the Controller or in the event of his disability or refusal to act,
shall perform the duties of the Controller, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
Controller.

             

            4.15.         Other
Officers.  Such other officers as the Board of Directors may
choose shall perform such duties and have such powers, subordinate to those
powers specifically delegated to certain officer in these Bylaws, as from time
to time may be assigned to them by the Board of Directors.  The
President of the Company shall have the power to choose such other officers and
to prescribe their respective duties and powers, subject to control by the Board
of Directors.

             

            4.16.         Vacancies.  Whenever
any vacancies shall occur in any office by death, resignation, increase in the
number of offices of the Company, or otherwise, the same shall be filled by the
Board of Directors (or the President, in accordance with Paragraph 4.3 of these
Bylaws, subject to control by the Board of Directors), and the officer so
appointed shall hold office until such officer’s successor is elected or
appointed in accordance with these Bylaws or until his earlier death,
resignation or removal.

             

            4.17.         Removal.  Any
officer or agent of the Company may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

             

            4.18.         Action with Respect to
Securities of Other Corporations.  Unless otherwise directed by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President, any Vice President and the Treasurer of the Company shall each
have power to vote and otherwise act on behalf of the Company, in person or by
proxy, at any meeting of security holders of or with respect to any action of
security holders of any other corporation in which the Company may hold
securities and otherwise to exercise any and all rights and powers which the
Company may possess by reason of its ownership of securities in such other
corporation.

             

            ARTICLE
V

            Capital
Stock

             

            5.1.           Certificates for
Shares.  The certificates for shares of the capital stock of
the Company shall be in such form as may be approved by the Board of Directors
from time to time.  The Company shall deliver one or more certificates
to each of the Company’s stockholders, which shall represent the number of
shares to which such stockholder is entitled.  Certificates shall be
signed by the Chairman of the Board, the President or a Vice President and
either the Secretary or an Assistant Secretary, and may bear the seal of the
Company or a facsimile thereof.  The signatures of such officers upon
a certificate may be facsimiles.  The stock record books and the blank
stock certificates shall be kept by the Secretary, or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time by resolution determine.  In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Company with the same effect as if such person were such officer at the date
of its issuance.


            
              
                 


              

              
                8

                
                  

                

              

              
                 


              

            

             

            5.2.           Multiple Classes of
Stock.  As the Company is authorized to issue more than one
class of capital stock and more than one series of preferred stock, a statement
of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of each of the
certificates the Company issues to represent such class or series of stock;
provided that, to the extent allowed by law, in lieu of such statement, the face
or back of such certificates may state that the Company will furnish a copy of
such statement without charge to each requesting stockholder.

             

            5.3.           Transfer of
Shares.  The shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by their duly authorized attorneys or legal representatives upon surrender
and cancellation of certificates for a like number of shares.

             

            5.4.           Ownership of
Shares.  As the Company is entitled to treat the holder of
record of any share or shares of capital stock as the holder in fact thereof
under Paragraph 2.5 hereof, the Company shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Nevada.

             

            5.5.           Regulations Regarding
Certificates.  The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Company.

             

            5.6.           Lost or Destroyed
Certificates.  The Board of Directors may determine the
conditions upon which a new certificate representing shares of the capital stock
of the Company may be issued in place of a certificate which is alleged to have
been lost, stolen or destroyed; and may, in its discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety, to indemnify the Company and each transfer agent and registrar against
any and all losses or claims that may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.

             

            ARTICLE
VI

            Indemnification

             

            6.1.           General.  The
Company shall indemnify its directors, officers, employees, agents and others as
provided in the Articles of Incorporation.  

             

            6.2.           Request for
Indemnification.  A party requesting indemnification (the
“Indemnitee”) shall submit notice of such request in writing to the Secretary of
the Company.  Such notice of request for indemnification shall contain
sufficient information to reasonably inform the Company about the nature and
extent of the indemnification or advance sought by the
Indemnitee.  The Secretary shall promptly advise the Board of
Directors of any such request.

             

            6.3.           Extension of
Rights.  No amendment, alteration or repeal of this Article VI
or any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal.  The provisions of this Article VI shall
continue as to an Indemnitee whose Corporate Status has ceased for any reason
and shall inure to the benefit of his heirs, executors and
administrators.  Neither the provisions of this Article VI nor those
of any agreement to which the Company is a party shall be deemed to preclude the
indemnification of any person who is not specified in this Article VI as having
the right to receive indemnification or is not a party to any such agreement,
but whom the Company has the power or obligation to indemnify under the
provisions of the NRS.

             

            6.4.           Insurance and
Subrogation.  The Company shall not be liable under the
Articles of Incorporation or this Article VI to make any payment of amounts
otherwise indemnifiable hereunder if, but only to the extent that, the
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.  In the event of any payment
hereunder, the Company shall be subrogated to the extent of such payment to all
the rights of recovery of the Indemnitee, who shall execute all papers required
and take all action reasonably requested by the Company to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights.


            
              
                 


              

              
                9

                
                  

                

              

              
                 


              

            

             

            6.5.           Severability.  If
any provision or provisions of this Article VI shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby; and, to the fullest extent possible, the provisions of this
Article VI shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.

             

            6.6.           Notices.  Promptly
after receipt by the Indemnitee of notice of the commencement of any action,
suit or proceeding, the Indemnitee shall, if he anticipates or contemplates
making a claim for expenses or an advance pursuant to the terms of the Articles
of Incorporation and this Article VI, notify the Company of the commencement of
such action, suit or proceeding; provided, however, that any
delay in so notifying the Company shall not constitute a waiver or release by
the Indemnitee of rights hereunder and that any omission by the Indemnitee to so
notify the Company shall not relieve the Company from any liability that it may
have to the Indemnitee otherwise than under the Articles of Incorporation or
this Article VI.  Any communication required or permitted to the
Company shall be addressed to the Secretary and any such communication to the
Indemnitee shall be addressed to the Indemnitee’s address as shown on the
Company’s records unless he specifies otherwise and shall be personally
delivered or delivered by overnight mail delivery.  Any such notice
shall be effective upon receipt.

             

            6.7.           Contractual
Rights.  The right to be indemnified or to the advancement or
reimbursement of expenses (a) is a contract right based upon good and valuable
consideration, pursuant to which the Indemnitee may sue as if these provisions
were set forth in a separate written contract between the Indemnitee and the
Company, (b) is and is intended to be retroactive and shall be available as to
events occurring prior to the adoption of these provisions, and (c) shall
continue after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

             

            ARTICLE
VII

            Miscellaneous
Provisions

             

            7.1.           Bylaw
Amendments.  These Bylaws may be amended as provided in the
Articles of Incorporation.

             

            7.2.           Books and
Records.  The Company shall keep books and records of account
and shall keep minutes of the proceedings of its stockholders, its Board of
Directors and each committee of its Board of Directors.

             

            7.3.           Notices; Waiver of
Notice.  Whenever any notice is required to be given to any
stockholder, director or committee member under the provisions of the NRS, the
Articles of Incorporation or these Bylaws, said notice shall be deemed to be
sufficient if given by deposit of the same in the United States mail, with
postage paid thereon, addressed to the person entitled thereto at his address as
it appears on the records of the Company, and such notice shall be deemed to
have been given on the day of such mailing.

             

            Whenever
any notice is required to be given to any stockholder, director or committee
member under the provisions of the NRS, the Articles of Incorporation or these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

             

            7.4.           Resignations.  Any
director or officer may resign at any time.  Such resignations shall
be made in writing and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the President or the
Secretary.  The acceptance of a resignation shall not be necessary to
make it effective, unless expressly so provided in the resignation.

             

            7.5.           Seal.  The
seal of the Company shall be in such form as the Board of Directors may
adopt.

             

            7.6.           Fiscal
Year.  The fiscal year of the Company shall be as provided by a
resolution adopted by the Board of Directors.


            
              
                 


              

              
                10

                
                  

                

              

              
                 


              

            

             

            7.7.           Facsimile
Signatures.  In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any director or officer of the Company may be used
whenever and as authorized by the Board of Directors.

             

            7.8.           Reliance upon Books, Reports
and Records.  Each director and each member of any committee
designated by the Board of Directors shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or reports
made to the Company by any of its officers, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee, or in relying in good faith upon other
records of the Company.

             

            ARTICLE
VIII

            Adoption
of Bylaws

             

            8.1.           Adoption.  These
Bylaws were adopted by the Board of Directors as of _______,
2008.

          

           

        

      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Schedule
11(c)

      Violations
under Documents

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(g)

      Qualification
in Foreign States

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(k)

      Changes
in Financial Statements

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(l)

      Tax
Returns Status

      


      


      Information
to be provided prior to the Closing.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(m)

      Litigation

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(n)

      Compliance
with Laws and Regulations

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(o)

      Defaults

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(p)

      Permits and
Approvals

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(q)

      Exceptions
to Title

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(r)

      Patents
and Trademarks

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(s)

      Compliance
with Environmental Laws

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(t)

      Changes
or Events

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(v)

      Schedule
of Insurance Policies

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(w)

      Compensation
of Officers and Others

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(x)

      Inventory

      


      


      Information
to be provided prior to the Closing.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(y)

      Schedule
of Assets

      


      


      Information
to be provided prior to the Closing.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(aa)

      Labor
Matters

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(bb)

      Employment
Contracts

      


      


      None.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule
11(dd)

      Contracts

      


      


      Information
to be provided prior to the Closing.