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EXHIBIT 4.13

                                    AMENDMENT
                                     TO THE
              CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND
             PREFERENCES OF THE SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF
                         MARKETING WORLDWIDE CORPORATION

FIRST: The undersigned, being the Chief Executive Officer of Marketing Worldwide
Corporation, a Delaware corporation (the "Company"), in accordance with the
provisions of the Delaware General Corporation Law, does hereby certify that,
pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Company, and the written consent of the
holder of all of the Series A Convertible Preferred Stock under Section 228 of
the General Corporation Law of the State of Delaware, the following resolutions
modifying the Certificate of Designation of the Relative Rights and Preferences
of the Series A Convertible Preferred Stock (the "Certificate of Designation")
were duly adopted on July 10, 2008:

SECOND: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

WHEREAS, the Board of Directors of the Company, pursuant to the authority
expressly vested in it, had previously adopted resolutions creating the Series A
Convertible Preferred Stock, which resolutions were incorporated into the
Certificate of Designation filed with the Secretary of State of the State of
Delaware on or about April 20, 2007;

RESOLVED, that Section 7 of the Certificate of Designation is hereby deleted in
its entirety and the following shall be substituted in lieu thereof:

      "CONVERSION RESTRICTION. Notwithstanding anything to the contrary set
forth in this Certificate of Designation, at no time may a holder of shares of
Series A Preferred Stock convert shares of the Series A Preferred Stock if the
number of shares of Common Stock to be issued pursuant to such conversion would
exceed, when aggregated with all other shares of Common Stock owned by such
Holder and its affiliates at such time, the number of shares of Common Stock
which would result in such Holder and its affiliates beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.9% of the then issued and outstanding shares of
Common Stock; PROVIDED, HOWEVER, that upon a holder of Series A Preferred Stock
providing the Company with sixty-one (61) days notice (the "WAIVER NOTICE") that
such holder would like to waive SECTION 7 of this Certificate of Designation
with regard to any or all shares of Common Stock issuable upon conversion of
Series A Preferred Stock, this


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SECTION 7 will be of no force or effect with regard to those shares of Series A
Preferred Stock referenced in the Waiver Notice."

      IN WITNESS WHEREOF, Marketing Worldwide Corporation has caused this
Amendment to be signed by its Chief Executive Officer on this 10th day of July,
2008.


                                            MARKETING WORLDWIDE CORPORATION

                                            /s/ Michael Winzkowski

                                            Name: Michael Winzkowski
                                            Title: Chief Executive Officer