ex10_3.htm


    
      

    

    Exhibit
10.3

     

    
      MARSHALL
HOLDINGS INTERNATIONAL, INC.

      STOCK
PURCHASE WARRANT

      Expiring
November 10, 2013

      


      


      


      
        
          	
                  3,000,000
      Shares

                	
                  North
      Las Vegas, Nevada

                


        

      

      


      


      


      THIS IS
TO CERTIFY that, for value received, NORMAN T. REYNOLDS (the “Holder”) is
entitled at any time from the date hereof, but prior to 5:00 p.m., North Las
Vegas, Nevada time on November 10, 2013, subject to and upon the terms and
conditions contained herein, to purchase up to 3,000,000 fully paid and
non-assessable shares of the common stock, par value $0.001 per share (the
“Common Stock”) of MARSHALL HOLDINGS INTERNATIONAL, INC., a Nevada corporation
(the “Company”) at a purchase price of $0.05 per share of the Common Stock (such
number of the shares of the Common Stock and the purchase price being subject to
adjustment as provided herein).  This Warrant shall be void and of no
effect and all rights hereunder shall cease at 5:00 p.m., North Las Vegas,
Nevada time on November 10, 2013, except to the extent theretofore exercised;
provided that in the case of the earlier dissolution of the Company, this
Warrant shall become void on the date fixed for such dissolution.

      


      1.          
   Covenants of the
Company.  The Company covenants that, while this Warrant is
exercisable (a) it will reserve from its authorized and unissued shares of the
Common Stock a sufficient number of shares of the Common Stock to provide for
the delivery of the shares of the Common Stock pursuant to the exercise of this
Warrant, and (b) that all shares of the Common Stock which may be issued upon
the exercise of this Warrant will be fully paid and non-assessable.

      


      2.        
     Protection Against Dilution,
Etc.  In any of the following events, occurring after the date
of the issuance of this Warrant, appropriate adjustment shall be made in the
number of shares of the Common Stock to be deliverable upon the exercise of this
Warrant and the purchase price per share of the Common Stock to be paid, so as
to maintain the proportionate interest of the Holder as of the date hereof (a)
recapitalization of the Company through a split-up or reverse split of the
outstanding shares of the Common Stock into a greater or lesser number, as the
case may be, or (b) declaration of a dividend on the shares of the Common Stock,
payable in shares of the Common Stock or other securities of the Company
convertible into shares of the Common Stock, or (c) any of the events described
in Paragraph 4 hereof.  Notwithstanding the foregoing, no adjustment
required by the provisions of this Warrant shall reduce the purchase price per
share of the Common Stock below $0.001.

      


      3.        
     Merger,
Etc.  In case the Company, or any successor, shall be
consolidated or merged with another company, or substantially all of its assets
shall be sold to another company in exchange for stock, cash or other property
with the view to distributing such stock, cash or other property to its
stockholders, each of the shares of the Common Stock purchasable by this Warrant
shall be replaced for the purposes hereof by the securities of the Company or
cash or property issuable or distributable in respect of one share of the Common
Stock of the Company, or its successors, upon such consolidation, merger, or
sale, and adequate provision to that effect shall be made at the time
thereof.  Provided, however, notwithstanding anything herein contained
to the contrary, in the event that the terms of any such consolidation, merger
or sale call for the distribution of any cash or property to the stockholders of
the Company, no such cash or property shall be distributable to the Holder in
connection with any unexercised portion of this Warrant, unless the Holder shall
have exercised this Warrant pursuant to the terms of Paragraph 6 hereof and all
other terms of this Warrant.

      


      4.        
     Notice of Certain
Events.  Upon the happening of any event requiring an
adjustment of the Warrant purchase price hereunder, the Company shall forthwith
give written notice thereof to the Holder stating the adjusted Warrant purchase
price and the adjusted number of shares of the Common Stock purchasable upon the
exercise hereof resulting from such event and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.  The Board of Directors of the Company shall determine the
computation made hereunder.  In the case of (a) any consolidation,
merger, or sale affecting the Company and calling for the payment of cash or the
delivery of property to stockholders of the Company, or (b) any voluntary or
involuntary dissolution, liquidation, or winding up of the Company shall at any
time be proposed, the Company shall give at least 20 days’ prior written notice
thereof to the Holder stating the date on which such event is to take place and
the date (which shall be at least 20 days after the giving of such notice) as of
which the holders of record of shares of the Common Stock shall be entitled to
participate in any such event.  If the Holder does not elect to
exercise any part of this Warrant as a result of any such notice, the Holder
shall have no right with respect to any portion of this Warrant which shall
remain unexercised to participate in (x) any such cash or other property
resulting from any such consolidation, merger or sale, or (y) any voluntary or
involuntary dissolution, liquidation, or winding up of the
Company.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      5.         
    Stockholders’
Rights.  Until the valid exercise of this Warrant, the Holder
shall not be entitled to any rights of a stockholder with respect to the shares
of the Common Stock covered by this Warrant; but immediately upon the exercise
of this Warrant and upon payment as provided herein, the Holder shall be deemed
a record holder of the shares of the Common Stock.

      


      6.         
    Manner of
Exercise.  In order to exercise this Warrant, the Holder shall
surrender this Warrant, duly endorsed or assigned to the Company or, in blank,
at the office of the Company, accompanied by (a) written Form of Election to
Purchase attached hereto (the “Exercise Notice”) that the Holder elects to
exercise this Warrant or, if less than the entire amount thereof is to be
exercised, the portion thereof to be exercised, and (b) payment of the purchase
price of the shares of the Common Stock to be purchased on such exercise, in
cash or by cashier’s or certified check.

      


      This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the day of surrender of this Warrant for exercise in accordance with
the foregoing provisions, and at such time the person or persons entitled to
receive the shares of the Common Stock issuable upon exercise shall be treated
for all purposes as the record holder or holders of the shares of the Common
Stock at such time.  As promptly as practicable on or after the
exercise date, but in no event later than three business days, the Company shall
issue and shall deliver to the Holder a certificate or certificates for the
number of full shares of the Common Stock issuable upon exercise.

      


      In case
this Warrant is exercised in part only, upon such exercise the Company shall
execute and deliver to the Holder thereof, at the expense of the Company, a new
Warrant to purchase, in the aggregate, in the number of shares of the Common
Stock covered by the unexercised portion of this Warrant.

      


      7.          
   Cashless
Exercise.  Notwithstanding anything contained herein to the
contrary, the Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be
made to the Company upon such exercise in payment of the Exercise Price, elect
instead to receive upon such exercise the “Net Number” of the shares of the
Common Stock determined according to the following formula (a “Cashless
Exercise”):

      


      Net
Number = (A x B) - (A
x C)

      B

      


      For
purposes of the foregoing formula:

      


      A = The
total number of the shares of the Common Stock with respect to which this
Warrant is then being exercised.

      


      B = The
average of the closing sale price of the shares of the Common Stock (as reported
by Bloomberg) on the five trading days immediately preceding the date of the
Exercise Notice.

      


      C = The
Exercise Price then in effect for the applicable shares of the Common Stock at
the time of such exercise.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      8.          
   Limitation on
Exercise.  The Holder (including any successor, transferee or
assignee) shall not have the right to convert any portion of this Warrant to the
extent that after giving effect to such exercise, the Holder (together with the
Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the number of shares of the Common Stock of the Company
outstanding immediately after giving effect to such exercise.  For
purposes of the foregoing sentence, the number of shares of the Common Stock
beneficially owned by the Holder and its affiliates shall include the number of
shares of the Common Stock issuable upon conversion of this Warrant with respect
to which the determination of such sentence is being made, but shall exclude the
number of shares of the Common Stock which would be issuable upon (i) exercise
of the remaining, non-exercised portion of this Warrant beneficially owned by
the Holder or any of its affiliates and (ii) exercise of the unexercised or
non-converted portion of any other securities of the Company (including, without
limitation, any other notes or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by
the Holder or any of its affiliates.  Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  For purposes of this paragraph, in determining the
number of outstanding shares of the Common Stock, the Holder may rely on the
number of outstanding shares of the Common Stock as reflected in (x) the
Company’s most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y)
a more recent public announcement by the Company, or (z) any other notice by the
Company or the Transfer Agent setting forth the number of shares of the Common
Stock outstanding.  For any reason at any time, during regular
business hours of the Company and upon the written request of the Holder, the
Company shall within two Business Days confirm in writing to the Holder the
number of shares of the Common Stock then outstanding.  In any case,
the number of outstanding shares of the Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder or its affiliates since the date as of
which such number of outstanding shares of the Common Stock was
reported.  By written notice to the Company, the Holder may increase
or decrease the Maximum Percentage to any other percentage specified in such
notice; provided that (A) any such increase will not be effective until the 61st
day after such notice is delivered to the Company, (B) any such increase or
decrease will apply only to the Holder and not to any other holder of warrants,
and (C) and in no case shall the Holder or its Affiliates acquire in excess of
9.999% of the outstanding shares of the Common Stock or the voting power of the
Company.

      


      9.        
     Representations and
Covenants of the Holder.  The Holder represents and covenants
that this Warrant has not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any other applicable securities
law.  This Warrant has been purchased for investment only and not with
a view to distribution or resale, and may not be sold, pledged, hypothecated or
otherwise transferred unless this Warrant or the shares of the Common Stock
represented hereby are registered under the Securities Act, and any other
applicable securities law, or the Company has received an opinion of counsel
satisfactory to it that registration is not required.  A legend in
substantially the following form will be placed on any certificates or other
documents evidencing the shares of the Common Stock to be issued upon any
exercise of this Warrant:

      


      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.

      


      Further,
stop transfer instructions to the transfer agent of the shares of the Common
Stock have been or will be placed with respect to the shares of the 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 this paragraph.

      


      10.       
    Fractional
Warrants.  Upon the exercise of this Warrant, no fractions of
shares of the Common Stock shall be issued; but fractional Warrants shall be
delivered, entitling the Holder, upon surrender with other fractional Warrants
aggregating one or more full shares of the Common Stock, to purchase such full
shares of the Common Stock.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      11.         
  Registration
Obligation.  The Company has not agreed to file and the Company
does not anticipate the filing of a registration statement under the Securities
Act to allow a public resale of this Warrant or the resale of any shares of the
Common Stock issued upon the exercise of this Warrant.

      


      12.        
   Loss, Theft, Destruction of
Warrant.  Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction, or mutilation of this Warrant and, in the case
of any such loss, theft, or destruction, upon receipt of indemnity reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of
like tenor.

      


      13.       
    Arbitration.  Any
controversy or claim arising out of or relating to this Warrant, or the breach,
termination, or validity thereof, shall be settled by final and binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (“AAA Rules”) in effect as of the effective date of this
Warrant.  The American Arbitration Association shall be responsible
for (a) appointing a sole arbitrator, and (b) administering the case in
accordance with the AAA Rules.  The situs of the arbitration shall be
North Las Vegas, Nevada.  Upon the application of either party to this
Warrant, and whether or not an arbitration proceeding has yet been initiated,
all courts having jurisdiction hereby are authorized to (x) issue and enforce in
any lawful manner, such temporary restraining orders, preliminary injunctions
and other interim measures of relief as may be necessary to prevent harm to a
party’s interest or as otherwise may be appropriate pending the conclusion of
arbitration proceedings pursuant to this Warrant, and (y) enter and enforce in
any lawful manner such judgments for permanent equitable relief as may be
necessary to prevent harm to a party’s interest or as otherwise may be
appropriate following the issuance of arbitral awards pursuant to this
Warrant.  Any order or judgment rendered by the arbitrator may be
entered and enforced by any court having competent jurisdiction.

      


      14.        
   Benefit.  All
the terms and provisions of this Warrant shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto, and their respective
successors and permitted assigns.

      


      15.        
   Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given (a) on the date they are delivered if delivered in
person; (b) on the date initially received if delivered by facsimile
transmission or email followed by registered or certified mail confirmation; (c)
on the date delivered by an overnight courier service; or (d) on the third
business day after it is mailed by registered or certified mail, return receipt
requested with postage and other fees prepaid, if to the Company addressed to
Mr. Elwood Sprenger at 2750 West Brooks Avenue, Suite 103, North Las Vegas,
Nevada 89032, telecopy (702) 442-7756, and email jamie@marshalldc.com; and if to
the Holder addressed to Norman T. Reynolds, Esq. at 815 Walker Street, Suite
1250, Houston, Texas 77002, telecopy (713) 237-3202, and email
nreynolds@gpm-law.com.  Any party hereto may change its address upon
10 days’ written notice to any other party hereto.

      


      16.      
     Construction.  Words
of any gender used in this Warrant 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.  In
addition, the pronouns used in this Warrant shall be understood and construed to
apply whether the party referred to is an individual, partnership, joint
venture, corporation or an individual or individuals doing business under a firm
or trade name, and the masculine, feminine and neuter pronouns shall each
include the other and may be used interchangeably with the same
meaning.

      


      17.       
    Headings.  The
headings used in this Warrant are for convenience and reference only and in no
way define, limit, simplify or describe the scope or intent of this Warrant, and
in no way effect or constitute a part of this Warrant.

      


      18.        
   Invalidity.  In
the event any one or more of the provisions contained in this Warrant 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 Warrant.

      


      19.        
   Law
Governing.  This Warrant shall be construed and governed by the
laws of the State of Nevada, and all obligations hereunder shall be deemed
performable in Clark County, Nevada.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Warrant has been issued on November 10, 2008.

      


      
        
          
            	 
      	
                    MARSHALL
      HOLDINGS INTERNATIONAL, INC.

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	 
      	
                    Elwood
      Sprenger, Chairman

                  


          

        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      FORM
OF ELECTION TO PURCHASE

      


      (To be
executed by the Holder to exercise the right to purchase shares of the Common
Stock under the foregoing Warrant)

      


      To:
MARSHALL HOLDINGS INTERNATIONAL, INC.

      


      In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase ______________ shares of the
Common Stock (the “Common Stock”), $0.001 par value, of Marshall Holdings
International, Inc. and encloses one Warrant and $0.05 for each share of the
Common Stock being purchased or an aggregate of $________________ in cash or
certified or official bank check or checks, which sum represents the aggregate
exercise price together with any applicable taxes payable by the undersigned
pursuant to the Warrant.  Provided, however, in lieu of making the
cash payment otherwise contemplated in payment of the Exercise Price, the
undersigned hereby elects to receive upon such exercise the “Net Number” of the
shares of the Common Stock pursuant to the Cashless Exercise provisions of the
Warrant.

      


      The
undersigned requests that certificates for the shares of the Common Stock
issuable upon this exercise be issued in the name of:

      


      
        
          	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                  (Please
      print name and address)

                	 
      
	 
      	 
      
	 
      	 
      
	
                  (Please
      insert Social Security or Tax Identification Number)

                	 
      


        

      

      


      If the
number of shares of the Common Stock issuable upon this exercise shall not be
all of the shares of the Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a new Warrant evidencing the right to purchase the shares of the Common Stock
not issuable pursuant to the exercise evidenced hereby be issued in the name of
and delivered to:

       

      
        
          	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      



      

      (Please
print name and address)

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated:

                                	 
      	 
      	
                                  Name
      of Holder:

                                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  (Print)

                                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  (By:)

                                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  (Name:)

                                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  (Title:)

                                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                  Signature
      must conform in all respects to name of the Holder as specified on the
      face of the
Warrant.