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Exhibit 10
SETTLEMENT
AGREEMENT AND GENERAL RELEASE
This Settlement Agreement (“Agreement”) is
made and entered into between HUDSON CONSULTING GROUP, INC.
and its successors in interest or assigns
(“Hudson”) and RICHARD D. SURBER
(“Surber”), on the one hand, and GATEWAY
DISTRIBUTORS, LTD., now known as Marshall Holdings
International, Inc. (“MHII”), on the other hand.
The above-named parties are referred to collectively
hereinafter as “the Parties.”
RECITALS
Whereas, certain disputes have arisen between the
Parties;
Whereas, on October 6, 2004, Hudson and Surber filed a
suit against MHII in the Third District Court of the State of
Utah, Salt Lake County, Case No. 040921072, Richard D.
Surber, Individually and Hudson Consulting Group, Inc., a
Nevada Corporation v. Richard A. Bailey, Florian R. Ternes,
Individually, Gateway Distributors, Inc., a Nevada
Corporation, and Worldwide Holdings Delaware Corp., a
Delaware Corporation, f/k/a TRSG Corporation.
Whereas, Hudson and Surber on the one hand and MHII on
the other hand, now desire to resolve all claims, which may
exist among them relating to, or arising out of, the action
entitled Surber v. Bailey, more fully described and set forth
hereinabove. The Parties hereto specifically set
forth that Worldwide Holdings Delaware Corp., f/k/a TRSG
Corporation is not a party to this Settlement
Agreement.
Now therefore, in consideration of the above premises
and the following covenants, it is hereby agreed as
follows:
Purpose
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1.
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The
Parties hereto understand, acknowledge, and agree that the
execution of this Agreement constitutes a compromise of the
disputes that currently exists between them, that this Agreement is
not to be considered as any finding of fact nor construed as an
admission of liability or fault by any party, except as
specifically set forth herein. The parties state that
they each believe the settlement and its terms to be fair,
reasonable and adequate to resolve all issues arising from the
stated litigation.
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Reciprocal Obligation
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2.
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MHII
shall deliver to Diversified Holdings I, Inc., as assignee of
Hudson, One Billion Five Hundred Million shares of the Common Stock
of Marshall Holdings International, Inc. (MHII.OB) in monthly
installments in amounts to mutually agreed upon by the parties, the
first delivery in the agreed amount of two hundred million
(200,000,000) shares shall be made within 5 business days of the
execution of this Settlement Agreement, all shares due hereunder
shall be delivered when agreed upon by both parties. In
the event that the stated number of shares is more than 4.9% of the
issued and outstanding shares of MHII, on the date of issuance, the
issuance shall be limited to that number of shares equal to 4.9%
and the remaining shares shall become an obligation of MHII to
issue that number of shares to Diversified Holdings I, Inc. when
agreed upon by both parties.
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3.
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The
respective Parties have agreed to jointly draft and execute this
Settlement Agreement and General Release, and after the language is
finalized, to provide the other with a copy of the executed
signature page with all due expediency.
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4.
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The
Parties hereby agree and stipulate the delivery of the shares of
stock from MHII represent the settlement of an outstanding
indebtedness that has been owed and due for in excess of 30 months
and that the parties do hereby agree and stipulate that this period
of time sets for the holding period of the securities as an
obligation of MHII to the recipient and that such period is
intended by the parties to meet the requirements as set forth in
Rule 144(d) and (k) of the Securities Act of 1933.
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5.
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The
Parties agree that delivery of the stock herein specified by MHII
shall constitute full and complete settlement of all disputes
arising from, or related to the action entitled Surber v. Bailey,
Case No. 040921072, as more fully described hereinabove as to the
parties to this Agreement.
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6.
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Within
seven (7) calendar days of receipt of first 200 million shares,
counsel for Hudson and MHII shall file
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