Marketing Worldwide Corp Watch

from 8-K 1 page Amendment to Series J and F

from 8-K 1 page Amendment to Cert of Designation

from 8-K ~20 pages Cert of Designation

from 10KSB 1 page Indenture or similar

from 10KSB 1 page Indenture or similar

from 8-K ~20 pages Series J Common Stock Purchase Warrant

from 8-K ~20 pages Series F Common Stock Purchase Warrant

from 8-K ~20 pages Series E Common Stock Purchase Warrant

from 8-K ~20 pages Series D Common Stock Purchase Warrant

from 8-K ~20 pages Series C Common Stock Purchase Warrant

from 8-K ~20 pages Series B Common Stock Purchase Warrant

from 8-K ~20 pages Series a Common Stock Purchase Warrant

from 8-K ~20 pages Certificate of Designation

from 10SB12G 1 page <page> Exhibit (4)(3) Stock Option Agreement With Richard O. Weed Stock Option This Stock Option Is Granted as of August 15, 2003 by Marketing Worldwide Corporation, a Delaware Corporation ("Mww") as an Incentive for Richard O. Weed ("Weed") to Represent Mww and to Increase Weed's Proprietary Interest in the Success of Mww, Thereby Encouraging Weed to Maintain His Relationship With Mww. Now Therfore, for Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Acknowledged the Parties Agree as Follows: Mww Grants to Weed Options to Purchase Shares of Mww Common Stock. Mww Grants Weed the Right to Purchase 250,000 Shares of Mww Common Stock at a Price of $1.00 Per Share Any Time Before December 31, 2008. Mww Agrees to Promptly Register the Shares of Common Stock Underlying the Stock Options at Its Own Expense. Mwcc Agrees That the Options Granted Will Not Be Subject to Dilution (I.E. No Adjustment to the Number of Shares or the Exercise Price) Based Upon Any Reverse Split of the Mww's Common Stock. the Stock Options Shall Be Exercisable in Whole or in Part With a Promissory Note of Less Than 45 Days Duration or Upon Common "Cashless Exercise" Terms. in Witness Whereof, the Parties Have Executed This Agreement as of the Date Set Forth Above. Marketing Worldwide Corporation By: /S/ Richard O. Weed Name: Richard O. Weed Title: President By: /S/ Richard O. Weed Name: Richard O. Weed 71

from 10SB12G ~10 pages Indenture or similar

from 10SB12G 1 page <page> Exhibit (4)(1) Form of Common Stock Certificate Number Shares Incorporated Under the Laws of the State of Delaware Marketing Worldwide Corporation Total Authorized Issue 100,000,000 Shares $.001 Par Value Common Stock This Is to Certify That Is the Owner of Fully Paid and Non-Assessable Shares of the Above Corporation Transferable Only on the Books of the Corporation by the Holder Thereof in Person or by a Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. Witness the Seal of the Corporation and the Signatures of Its Duly Authorized Officers. Dated: - Secretary President 59