ex10_6.htm


    
      

    

    Exhibit
10.6

     

    
      AMENDED
CODE OF ETHICS FOR SENIOR EXECUTIVE

      OFFICERS
AND SENIOR FINANCIAL OFFICERS

      


      In
addition to the Code of Business Conduct of Marshall Holdings International,
Inc. (the “Company”) that applies to all employees and directors of the Company,
the following shall specifically apply to the President, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, and all
financial officers, including the principal accounting officer (individually, an
“Officer” and collectively, the “Officers”).

      


      1.         
    Each Officer is responsible for full, fair, accurate,
timely and understandable disclosure in all periodic reports and financial
disclosures required to be filed by the Company with the SEC or disclosed to the
Company’s stockholders and/or the public.

      


      2.         
    Therefore, each Officer shall immediately bring to the
attention of the Audit Committee, or Disclosure Compliance Officer, any material
information of which the Officer becomes aware that affects the disclosures made
by the Company in its public filings and assist the Audit Committee or
Disclosure Compliance Officer in fulfilling its responsibilities for full, fair,
accurate, timely and understandable disclosure in all periodic reports required
to be filed with the SEC.

      


      3.         
    Each of the Officers shall immediately bring to the
attention of the Audit Committee or Disclosure Compliance Officer any
information he may have concerning:

      


      (a)         
  Defects, deficiencies, or discrepancies related to the design or
operation of internal controls which may affect the Company’s ability to
accurately record, process, summarize, report and disclose its financial data;
or

      


      (b)         
  Any fraud, whether or not material, that involves management or
other employees who have influential roles in the Company’s financial reporting,
disclosures or internal controls.

      


      4.         
    Each Officer shall promptly notify the Company’s General
Counsel, or the President or Chief Executive Officer as well as the Audit
Committee of any information he may have concerning any violation of the
Company’s Code of Business Conduct or this Code of Ethics for Senior Executive
Officers and Senior Financial Officers, including any actual or apparent
conflicts of interest between personal and professional relationships, involving
any management or other employees who have a significant role in the Company’s
financial reporting, disclosures or internal controls.

      


      5.          
   Each Officer shall immediately bring to the attention of the
General Counsel, the President or the Chief Executive Officer and the Audit
Committee any information he may have concerning evidence of a material
violation of the securities or other laws, rules or regulations applicable to
the Company and the operation of its business, by the Company or any agent of
the Company.

      


      6.          
   The Board of Directors shall determine, or designate
appropriate persons to determine, the appropriate actions to be taken in the
event of a reported violation of this Code of Ethics for Senior Executive
Officers and Senior Financial Officers.  The actions taken shall be
designed to deter wrongdoing and to promote accountability for adherence to this
Code.  Such action may include a written notice to the individual
involved that the Board has determined that there has been a violation, censure
by the Board, demotion or re-assignment of the individual involved, suspension
without pay or benefits (as determined by the Board) and termination of
employment.

      


      In
determining what action should be taken, the Board, or its designee, shall take
into account all relevant information, including:

      


      (a)         
  The nature and severity of the violation;

      


      (b)       
    Whether the violations was a single occurrence or
repeated occurrences;


      
        
           


        

        
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      (c)         
  Whether the violation appears to have been intentional or
inadvertent;

      


      (d)          
 Whether the individual in question had been advised prior to the violation
as to the proper course of action; and

      


      (e)           
Whether or not the individual in question has committed other violations in the
past.

      


      7.         
   Any waiver of this Code of Ethics for Senior Executive
Officers and Senior Financial Officers for any Officer must be approved, if at
all, in advance by a majority of the independent directors serving on our Board
of Directors.  Any such waivers granted will be publicly disclosed in
accordance with applicable rules, regulations, and listing
standards.

      


      
        
          
            
              
                	 
      	      
                        By
      Order of the Board of Directors,

                      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	By	
                          /s/ Elwood
    Sprenger

                      
	 
      	 	
                        Elwood
      Sprenger, Chairman of the
Board

                      


              

            

          

        

      

      


      Dated
June ____, 2008.

       

       

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