ex10_9.htm


    
      

    

    Exhibit
10.9

     

    
      MARSHALL
HOLDINGS INTERNATIONAL, INC.

      CHARTER
OF THE AUDIT COMMITTEE

      


      


      Purpose

      


      The
purpose of the Audit Committee is to assist the Board of Directors (the “Board”)
in fulfilling its oversight responsibilities relating to the Company’s (1)
financial statements and auditing, accounting and related reporting processes,
and (2) systems of internal controls regarding finance, accounting, financial
reporting, and business practices and conduct established by management and the
Board.

      


      Membership
and Procedures

      


      ·          
    Membership and
Appointment.  The Committee shall consist of at least three
members of the Board, with the exact number being determined by the
Board.  The members of the Committee shall be appointed and replaced
from time to time by the Board.

      


      ·            
  Independence
and Qualifications.  Each member of the Committee shall meet
the independence and experience requirements of the applicable provisions of
federal law and the rules and regulations promulgated thereunder and the
applicable rules of The Nasdaq Stock Market, the New York Stock Exchange, or any
other exchange where the shares of the Company may be listed or quoted for
sale.

      


      ·  
           Resources.  The
Committee shall have the authority to retain, at the Company’s expense, special
legal, accounting or other consultants to advise the Committee and to authorize
or conduct investigations into any matters within the scope of its
responsibilities.  The Committee shall have sole authority to approve
related fees and retention terms.  The Committee may request any
officer or employee of the Company or the Company’s outside counsel or
independent auditors to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee, and shall have full access to all
books, records, facilities and personnel of the Company in connection with the
discharge of its responsibilities.

      


      ·    
          Evaluation.  The
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board.

      


      Duties
and Responsibilities

      


      Described
below are the common recurring activities and responsibilities of the Committee
in carrying out its oversight functions.  These activities and
responsibilities are set forth below as a guide to the Committee with the
understanding that the Committee may alter or supplement them as appropriate
under the circumstances to the extent permitted by applicable law, regulation or
listing standard.

      


      Documents/Reports
Review

      


      ·        
      Review and discuss the Company’s
annual audited financial statements and quarterly financial statements with
management and the independent auditors, including the Company’s disclosures
under the section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s reports filed with the
Securities and Exchange Commission and, with respect to the annual financial
statements, the appropriateness and quality of accounting and auditing
principles and practices as well as the adequacy of internal controls that could
significantly affect the Company’s financial statements.

      


      ·         
     Review and discuss with management and the
independent auditors the Company’s earnings press releases before they are
issued, and discuss generally with management the nature of any additional
financial information or earnings guidance to be provided publicly and/or to
ratings agencies.

      


      ·        
      Review and discuss with management
and the independent auditors the matters required to be discussed by Statement
on Auditing Standards Nos. 61 and 90 (Communications with Audit Committees), as
they may be modified or supplemented, relating to the conduct of the audit,
other significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, and any other
matters communicated to the Committee by the independent
auditors.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      ·          
    Review with management and such outside
professionals as the Committee considers appropriate important trends and
developments in financial reporting practices and requirements and their effect
on the Company’s financial statements.

      


      ·        
      Based on its review and discussions
with management and the independent auditors, recommend to the Board whether the
Company’s audited financial statements should be included in the Company’s
Annual Report on Form 10-K.

      


      ·         
     Prepare the report of the Audit Committee
required by the rules of the Securities and Exchange Commission to be included
in the Company’s annual proxy statement.

      


      Accounting
and Financial Controls Framework

      


      ·      
        Review major changes to
the Company’s auditing and accounting principles and practices as suggested by
the independent auditors or management.

      


      ·        
      Review and discuss with management
and the independent auditors the adequacy and effectiveness of the Company’s
internal controls (including any significant deficiencies, material weaknesses
and significant changes in internal controls reported to the Committee by
management and any fraud involving management or other employees who have a
significant role in the Company’s internal controls) and the effectiveness of
the Company’s disclosure controls and procedures.

      


      ·        
      Review with the independent auditors
any management letter provided by the independent auditors and the Company’s
responses to that letter.

      


      ·      
        Review and discuss with
management and the independent auditors (i) any material financial or
non-financial arrangements that do not appear on the Company’s financial
statements, (ii) any transactions or courses of dealing with parties related to
the Company that are significant in size or involve terms or other aspects that
differ from those that would likely be negotiated with independent parties, and
that are relevant to an understanding of the Company’s financial statements, and
(iii) material financial risks that are designated as such by management or the
independent auditors.

      


      ·          
    Establish procedures for the receipt, retention
and treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters, and the confidential,
anonymous submission by the Company’s employees of concerns regarding accounting
or auditing matters.

      


      Independent
Auditors

      


      ·       
       Be directly responsible for the
appointment, removal, compensation and oversight of the work of the independent
auditors (including the resolution of disagreements between the Company’s
management and the independent auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work with the
independent auditors reporting directly to the Committee.

      


      ·           
  Have the sole authority to review in advance, and grant any
appropriate pre-approvals of all auditing services to be provided by the
independent auditors and all permitted non-audit services (including the fees
and other terms of engagement), and, if desired, establish policies and
procedures for review and pre-approval by the Committee of such
services.

      


      ·        
      Obtain, review and discuss with the
independent auditors at least annually a report by the independent auditors
describing (i) the independent auditors’ internal quality-control procedures,
and (ii) any material issues raised by the most recent internal quality control
review or peer review of the independent auditors, or by any inquiry or
investigation by governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out by the
independent auditors, and the steps taken to deal with those
issues.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      ·       
       Review the report by the
independent auditors, which is required by Section 10A of the Securities
Exchange Act of 1934, concerning: (i) all critical accounting policies and
practices to be used; (ii) alternative treatments of financial information
within GAAP that have been discussed with management officials, ramifications of
the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditors; and (iii) any other material written
communications between the independent auditors and the Company’s
management.

      


      ·         
     Review and discuss with the independent
auditors, on an annual basis, all relationships the independent auditors have
with the Company in order to evaluate the independent auditors’ continued
independence, and receive from the independent auditors on an annual basis a
written statement (consistent with Independence Standards Board Standard No. 1)
regarding the auditors’ independence.

      


      ·         
     Meet with the independent auditors prior to
the audit for each fiscal year to review the planning, staffing and scope of the
audit.

      


      ·         
     Establish guidelines for the hiring of
employees and former employees of the independent auditors.

      


      Clarification
of Audit Committee’s Role

      


      While the
Committee has the responsibilities and powers set forth in this Charter, the
Committee’s role is one of oversight.  It is not the duty of the
Committee to plan or conduct audits or to determine that the Company’s financial
statements and disclosures are complete and accurate and are in accordance with
generally accepted accounting principles and applicable rules and
regulations.  These are the responsibilities of management and the
independent auditors.

       

       

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