ex10_12.htm


    
      

    

    Exhibit
10.12

     

    
      MARSHALL
HOLDINGS INTERNATIONAL, INC.

      CHARTER
OF THE FINANCE COMMITTEE

      


      1.          
   Purpose.  Acting
pursuant to Section 78.125 of the Nevada Revised Statutes and Article III of the
Company’s Bylaws, the Board of Directors has established a Finance Committee for
the purpose of overseeing all areas of corporate finance for the Company and its
subsidiaries, including capital structure, equity and debt financings, capital
expenditures, cash management, banking activities and relationships,
investments, foreign exchange activities and share repurchase
activities.

      


      2.           
  Membership.  The
Committee will consist of a minimum of three members of the Board of Directors,
the majority of whom shall meet the same independence and experience
requirements of the Audit Committee of the Company and 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.  The members of the Committee are recommended by the Nominating
and Corporate Governance Committee and are appointed by and serve at the
discretion of the Board of Directors.

      


      3.         
    Responsibilities.  The
Finance Committee shall be responsible for reviewing with Company management,
and shall have the power and authority to approve on behalf of the Board of
Directors, any and all strategies, plans, policies and actions related to
corporate finance, including the following:

      


      (a) 
          Capital structure
plans and strategies and specific equity or debt financings;

      


      (b)  
         Capital expenditure plans
and strategies and specific capital projects;

      


      (c)    
       Strategic and financial investment
plans and strategies and specific investments;

      


      (d)     
      Mergers, acquisitions and
divestitures;

      


      (e)       
    Cash management plans and strategies and all activities
relating to cash accounts and cash investments portfolio, including the
establishment and maintenance of bank, investment and brokerage accounts;
and

      


      (f)          
  Plans and strategies for managing foreign currency exchange exposure
and other exposures to economic risks.

      


      Notwithstanding
the power and authority of the Committee to act on behalf of the Board of
Directors with respect to such matters, the Committee, in its discretion, may
submit any such matter, along with its recommendation with respect thereto, to
the full Board of Directors for consideration and approval.

      


      4.         
    Authority.  Any
action duly and validly taken by the Committee pursuant to the power and
authority conferred under this Charter shall for all purposes constitute an
action duly and validly taken by the Board of Directors and may be certified as
such by the Secretary or other authorized officer of the Company.

      


      5.           
  Meetings
and Reports.  The Committee shall hold regular meetings at
least four times each year generally in conjunction with the regularly scheduled
meetings of the Board of Directors, and such special meetings as the Chair of
the Committee or the Chairman of the Board may direct.  The Committee
shall maintain written minutes of its meetings, which will be filed with the
minutes of the Board of Directors.  At each regularly scheduled
meeting of the Board of Directors, the Chair of the Committee shall provide the
Board of Directors with a report of the Committee’s activities and
proceedings.