Plan and Agreement of Triangular Merger between Marshall Holdings International, Inc., Marshall Acquisition Company, Inc. and Rudy Nutrition dated November 10, 2008

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.

(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.

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.

(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.

(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:

(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.

(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.

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:

(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.

(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.

(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.

(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.

(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.

(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.

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.

(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).

 

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 ###-###-####, telecopier ###-###-####, and e-mail ***@***, with a copy to Kevin J. Quinn, Esq. at Quinn & Associates, 122 Ocean Park Boulevard, Suite 411, Santa Monica, California 90405, telephone ###-###-####, telecopier ###-###-####, and email ***@***, with an additional copy to David J. Levenson, Esq., 7947 Turncrest Drive, Potomac, Maryland 20854, telephone ###-###-####, telecopier ###-###-####, and email ***@***; 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 ###-###-####, telecopier ###-###-####, and e-mail ***@***, with a copy to Norman T. Reynolds, Esq., Glast, Phillips & Murray, P.C., 815 Walker Street, Suite 1250, Houston, Texas, telephone ###-###-####, telecopier ###-###-####, and e-mail ***@***.  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.

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.

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

Schedule 11(aa)

Labor Matters

Schedule 11(bb)

Employment Contracts

Schedule 11(dd)

Contracts

 

 

 

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: