<PAGE>
EXHIBIT 4.12


        CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                         MARKETING WORLDWIDE CORPORATION

      The undersigned, 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, the following resolution creating a
series of preferred stock, designated as Series B Convertible Preferred Stock,
was duly adopted on July 10, 2008, as follows:

      RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company by provisions of the Certificate of
Incorporation of the Company (the "CERTIFICATE OF INCORPORATION"), there hereby
is created out of the shares of the Company's preferred stock, par value $0.001
per share, authorized in Section 4 of the Certificate of Incorporation, as
amended (the "PREFERRED STOCK"), a series of Preferred Stock of the Company, to
be named "Series B Convertible Preferred Stock," consisting of 1,200,000 shares,
which series shall have the following designations, powers, preferences and
relative and other special rights and the following qualifications, limitations
and restrictions:

      1. DESIGNATION AND RANK. The designation of such series of the Preferred
Stock shall be the Series B Convertible Preferred Stock, par value $0.001 per
share (the "SERIES B PREFERRED STOCK"). The maximum number of shares of Series B
Preferred Stock shall be 1,200,000 shares. The Series B Preferred Stock shall
rank pari passu as to liquidation rights and other matters to the Company's
common stock, par value $0.001 per share (the "COMMON STOCK"). The Series B
Preferred Stock shall be subordinate to and rank junior to all indebtedness of
the Company now or hereafter outstanding.

      2. PAYMENT OF DIVIDENDS. If declared by the Company, dividends on the
Series B Preferred Stock shall be on a pro rata basis with the Common Stock and
all other equity securities of the Company ranking pari passu with the Common
Stock as to the payment of dividends.

            (a) In the event of a conversion pursuant to SECTION 5(A) hereof,
all accrued and unpaid dividends on the Series B Preferred Stock being converted
shall be, at the option of the Company, either payable in cash on the Conversion
Date (as defined in SECTION 5(A)(II)(1) hereof), or converted into additional
shares of Common Stock at the then-applicable Conversion Price (as defined
below).


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      3. VOTING RIGHTS.

            (a) GENERAL VOTING RIGHTS. Except with respect to matters or
transactions upon which the Series B Preferred Stock shall be entitled to vote
pursuant to this SECTION 3 and as otherwise required by Delaware law and in
SECTION 7 hereof, the Series B Preferred Stock shall have no voting rights. The
Common Stock into which the Series B Preferred Stock is convertible shall, upon
issuance, have all of the same voting rights as other issued and outstanding
Common Stock of the Company.

            (b) CLASS VOTING RIGHTS. The Series B Preferred Stock shall have the
following class voting rights (in addition to the voting rights set forth in
SECTION 3(A) hereof). So long as any shares of the Series B Preferred Stock
remain outstanding, the Company shall not, without the affirmative vote or
consent of the holders of at least seventy-five percent (75%) of the shares of
the Series B Preferred Stock outstanding at the time, given in person or by
proxy, either in writing or at a meeting at which the holders of the Series B
Preferred Stock vote separately as a class: (i) authorize, create, issue or
increase the authorized or issued amount of any class or series of stock,
including but not limited to the issuance of any more shares of Preferred Stock,
ranking pari passu or senior to the Series B Preferred Stock, with respect to
(A) dividends or Distributions (as defined below) or (B) the Distribution of
assets on liquidation, dissolution or winding up; (ii) amend, alter or repeal
the provisions of the Series B Preferred Stock, whether by merger, consolidation
or otherwise, so as to adversely affect any right, preference, privilege or
voting power of the Series B Preferred Stock; (iii) repurchase, redeem or pay
dividends on, shares of Common Stock or any other shares of the Company's stock
ranking pari passu with the Common Stock (other than DE MINIMUS repurchases from
employees of the Company, and any contractual redemption obligations existing as
of the date hereof as disclosed in the Company's public filings with the
Securities and Exchange Commission); (iv) amend the Certificate of Incorporation
or By-Laws of the Company so as to affect materially and adversely any right,
preference, privilege or voting power of the Series B Preferred Stock; (v)
reclassify the Company's outstanding securities; (vi) voluntarily file for
bankruptcy, liquidate the Company's assets or make an assignment for the benefit
of the Company's creditors; or (vii) materially change the nature of the
Company's business.

            (c) APPROVAL OF ACQUISITIONS. So long as any shares of the Series B
Preferred Stock remain outstanding, the Company shall not effect, or agree to
effect, an acquisition by or buy out from any non-affiliated entity, or a
consolidation or merger of the Company with or into any other corporation or
corporations (or other entity or entities), or a sale of all or substantially
all of the assets of the Company, or the effectuation by the Company of a
transaction or series of related transactions in which more than 50% of the
voting shares of the Company is disposed of or conveyed, without the affirmative
vote or consent of the holders of at least seventy-five percent (75%) of the
shares of the Series B Preferred Stock outstanding at the time given in person
or by proxy, either in writing or at a meeting at which the holders of the
Series B Preferred Stock vote separately as a class. Nothing in this paragraph
is intended to limit the Company's ability to issue securities to purchase
assets from or the securities of another entity.

            (d) APPROVAL OF REPURCHASE AND REDEMPTION RIGHTS. So long as any
shares of the Series B Preferred Stock remain outstanding, the Company shall
neither enter into any agreement to issue, nor issue, any securities or grants
of options not already in existence as of the date hereof that provide for the
repurchase or redemption of the Common Stock (or amend any such existing
agreement or instrument to increase the number of shares of the Company's Common
Stock subject to repurchase or redemption), without the affirmative vote or
consent of the holders of at least seventy-five percent (75%) of the shares of
the Series B Preferred Stock outstanding at the time given in person or by
proxy, either in writing or at a meeting at which the holders of the Series B
Preferred Stock vote separately as a class.


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            (e) For purposes of this Agreement, unless the context otherwise
requires, "DISTRIBUTION" shall mean the transfer of cash or property without
consideration, whether by way of dividend or otherwise, payable other than in
shares of Common Stock or other equity securities of the Company, or the
purchase or redemption of shares of the Company (other than repurchases of
Common Stock held by employees or consultants of the Company upon termination of
their employment or services pursuant to agreements providing for such
repurchase or upon the cashless exercise of options held by employees or
consultants) for cash or property.

      4. LIQUIDATION AMOUNT.

            (a) In the event of the liquidation, dissolution or winding up of
the affairs of the Company, whether voluntary or involuntary, the holders of
shares of Series B Preferred Stock then outstanding shall be entitled to
receive, out of the assets of the Company available for Distribution to its
stockholders, an amount per share of Series B Preferred Stock equal to the
amount distributable with respect to that number of shares of the Common Stock
into which one share of the Series B Preferred Stock is then convertible, plus
any accrued and unpaid dividends thereon (collectively, the "SERIES B
LIQUIDATION AMOUNT"). If the assets of the Company are not sufficient to pay in
full the Series B Liquidation Amount payable to the holders of outstanding
shares of the Series B Preferred Stock and the corresponding pari passu
Distribution with respect to the Common Stock and any series of Preferred Stock
or any other class of stock ranking pari passu, as to rights on liquidation,
dissolution or winding up, with the Series B Preferred Stock and Common Stock,
then all of said assets will be distributed among the holders of the Series B
Preferred Stock, Common Stock and the other classes of stock ranking pari passu
with the Series B Preferred Stock and Common Stock, if any, ratably in
accordance with the respective amounts that would be payable on such shares if
all amounts payable thereon were paid in full. The liquidation payment with
respect to each outstanding fractional share of Series B Preferred Stock shall
be equal to a ratably proportionate amount of the liquidation payment with
respect to each outstanding share of Series B Preferred Stock. All payments for
which this SECTION 4(A) provides shall be in cash, property (valued at its fair
market value as determined by an independent appraiser reasonably acceptable to
the holders of a majority of the Series B Preferred Stock) or a combination
thereof.

            (b) A consolidation or merger of the Company with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Company, or the effectuation by the Company of a transaction or series of
related transactions in which more than 50% of the voting shares of the Company
that are outstanding immediately prior to the consummation of such transaction
or series of transactions is disposed of or conveyed, shall be deemed to be a
liquidation, dissolution, or winding up within the meaning of this SECTION 4,
and no consolidation, merger, sale of assets or sale or disposition of the
outstanding shares shall result which is inconsistent with this SECTION 4.


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<PAGE>

            (c) The Company shall provide written notice of any, voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Company, stating a payment date and the place where the distributable amounts
shall be payable, by mail, postage prepaid, no less than twenty (20) days prior
to the payment date stated therein, to the holders of record of the Series B
Preferred Stock at their respective addresses as the same shall appear on the
books of the Company, which notice shall also state the amount per share of
Series B Preferred Stock that will be paid or distributed on such redemption or
liquidation, dissolution or winding up, as the case may be.

      5. CONVERSION. The holder of Series B Preferred Stock shall have the
following conversion rights (the "CONVERSION RIGHTS"):

            (a) CONVERSION.

                  (i) At any time on or after the date of the initial issuance
of the Series B Preferred Stock (the "ISSUANCE DATE"), the holder of any such
shares of Series B Preferred Stock may, at such holder's option, subject to the
limitations set forth in SECTION 6 herein, elect to convert (a "CONVERSION") all
or any portion of the shares of Series B Preferred Stock held by such person
into a number of fully paid and nonassessable shares of Common Stock for each
such share of Series B Preferred Stock equal to the quotient of: (a) the
Original Issue Price (as defined in SECTION 5(B) below), plus any accrued and
unpaid dividends thereon, divided by (b) the Conversion Price (as defined in
SECTION 5(b) below) in effect as of the date of the delivery by such holder of
its notice of election to convert. In the event of a liquidation, dissolution or
winding up of the Company, the Conversion Rights shall terminate at the close of
business on the last full day preceding the date fixed for the payment of any
such amounts distributable on such event to the holders of Series B Preferred
Stock.

                  (ii) The Conversion of Series B Preferred Stock shall be
conducted in the following manner:

                        (1) HOLDER'S DELIVERY REQUIREMENTS. To convert Series B
Preferred Stock into full shares of Common Stock on any date (each, a
"CONVERSION DATE"), the holder thereof shall (A) transmit by facsimile (or
otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such
date, a copy of a fully executed notice of conversion in the form attached
hereto as EXHIBIT I (the "CONVERSION Notice"), to the Company at its then
principal offices, Attention: Chief Financial Officer, and (B) surrender to a
common carrier for delivery to the Company as soon as practicable following such
Conversion Date the original certificates representing the shares of Series B
Preferred Stock being converted (or an indemnification undertaking with respect
to such shares in the case of their loss, theft or destruction) (the "PREFERRED
STOCK CERTIFICATES") and the originally executed Conversion Notice.


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<PAGE>

                        (2) COMPANY'S RESPONSE. Upon receipt by the Company of a
facsimile copy of a Conversion Notice and the Preferred Stock Certificates, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion Notice to such holder. Upon receipt by the Company of a copy of the
fully executed Conversion Notice and the Preferred Stock Certificates, the
Company or its designated transfer agent (the "TRANSFER AGENT"), as applicable,
shall, within three (3) business days following the date of receipt by the
Company of the fully executed Conversion Notice and Preferred Stock
Certificates, issue and deliver to the Depository Trust Company ("DTC") account
on the holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") as specified in the Conversion Notice, certificates registered in the
name of the holder or its designee, representing the number of shares of Common
Stock to which the holder shall be entitled. Notwithstanding the foregoing to
the contrary, the Company or its Transfer Agent shall only be obligated to issue
and deliver the shares to the DTC on a holder's behalf via DWAC if a
registration statement providing for the resale of the shares of Common Stock
issuable upon conversion of the Series B Preferred Stock is effective. If the
number of shares of Series B Preferred Stock represented by the Preferred Stock
Certificate(s) submitted for conversion is greater than the number of shares of
Series B Preferred Stock being converted, then the Company shall, as soon as
practicable and in no event later than three (3) business days after receipt of
the Preferred Stock Certificate(s) and at the Company's expense, issue and
deliver to the holder a new Preferred Stock Certificate representing the number
of shares of Series B Preferred Stock not converted.

                        (3) DISPUTE RESOLUTION. In the case of a dispute as to
the arithmetic calculation of the number of shares of Common Stock to be issued
upon conversion, the Company shall cause its Transfer Agent to promptly issue to
the holder the number of shares of Common Stock that is not disputed and shall
submit the arithmetic calculations to the holder via facsimile as soon as
possible, but in no event later than two (2) business days after receipt of such
holder's Conversion Notice. If such holder and the Company are unable to agree
upon the arithmetic calculation of the number of shares of Common Stock to be
issued upon such conversion within one (1) business day of such disputed
arithmetic calculation being submitted to the holder, then the Company shall
within one (1) business day thereafter submit via facsimile the disputed
arithmetic calculation of the number of shares of Common Stock to be issued upon
such conversion to the Company's independent, outside accountant. The Company
shall cause the accountant to perform the calculations and notify the Company
and the holder of the results no later than seventy-two (72) hours from the time
it receives the disputed calculations. Such accountant's calculation shall be
binding upon all parties absent manifest error. The reasonable expenses of such
accountant in making such determination shall be paid by the Company, in the
event the holder's calculation was correct, or by the holder, in the event the
Company's calculation was correct, or equally by the Company and the holder in
the event that neither the Company's or the holder's calculation was correct.
The period of time in which the Company is required to effect conversions or
redemptions under this Certificate of Designation shall be tolled with respect
to the subject conversion or redemption pending resolution of any dispute by the
Company made in good faith and in accordance with this SECTION 5(A)(II)(3).

                        (4) RECORD HOLDER. The person or persons entitled to
receive the shares of Common Stock issuable upon a conversion of the Series B
Preferred Stock shall be treated for all purposes as the record holder or
holders of such shares of Common Stock from and after the Conversion Date.


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                        (5) COMPANY'S FAILURE TO TIMELY CONVERT. If within five
(5) business days of the Company's receipt of an executed copy of the Conversion
Notice (so long as the applicable Preferred Stock Certificates and original
Conversion Notice are received by the Company on or before such third business
day) (the "DELIVERY DATE") the Transfer Agent shall fail to issue and deliver to
a holder the number of shares of Common Stock to which such holder is entitled
upon such holder's conversion of the Series B Preferred Stock or to issue a new
Preferred Stock Certificate representing the number of shares of Series B
Preferred Stock to which such holder is entitled pursuant to SECTION 5(A)(II) (a
"CONVERSION FAILURE"), in addition to all other available remedies which such
holder may pursue hereunder and under the Exchange Agreement (the "EXCHANGE
AGREEMENT") by and among the Company and the initial holders of the Series B
Preferred Stock (including indemnification pursuant to SECTION 7 thereof), the
Company shall pay additional damages to such holder on each business day after
such third (3rd) business day that such conversion is not timely effected in an
amount equal to 0.5% of the product of (A) the sum of the number of shares of
Common Stock not issued to the holder on a timely basis pursuant to SECTION
5(A)(II) and to which such holder is entitled and, in the event the Company has
failed to deliver a Preferred Stock Certificate to the holder on a timely basis
pursuant to SECTION 5(A)(II), the number of shares of Common Stock issuable upon
conversion of the shares of Series B Preferred Stock represented by such
Preferred Stock Certificate, as of the last possible date which the Company
could have issued such Preferred Stock Certificate to such holder without
violating SECTION 5(A)(II) and (B) the price of the Common Stock on the last
possible date which the Company could have issued such Common Stock and such
Preferred Stock Certificate, as the case may be, to such holder without
violating SECTION 5(B)(2). If the Company fails to pay the additional damages
set forth in this SECTION 5(A)(II)(5) within five (5) business days of the date
incurred, then such payment shall bear interest at the rate equal to the lower
of 1.5% per month (pro rated for partial months) or the maximum amount allowed
by applicable law until such payments are made.

                        (6) BUY-IN RIGHTS. In addition to any other rights
available to the holders of Series B Preferred Stock, if the Company fails to
cause its Transfer Agent to transmit to the holder a certificate or certificates
representing the shares of Common Stock issuable upon conversion of the Series B
Preferred Stock on or before the Delivery Date, and if after such date the
holder is required by its broker to purchase (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
holder of the shares of Common Stock issuable upon conversion of Series B
Preferred Stock which the holder anticipated receiving upon such conversion (a
"BUY-IN"), then the Company shall (1) pay in cash to the holder the amount by
which (x) the holder's total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (A) the number of shares of Common Stock issuable upon conversion
of Series B Preferred Stock that the Company was required to deliver to the
holder in connection with the conversion at issue times (B) the Conversion
Price, as adjusted in accordance with the provisions set forth herein, and (2)
at the option of the holder, either reinstate the shares of Series B Preferred
Stock and equivalent number of shares of Common Stock for which such conversion
was not honored or deliver to the holder the number of shares of Common Stock



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that would have been issued had the Company timely complied with its conversion
and delivery obligations hereunder. For example, if the holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted conversion of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (1) of the
immediately preceding sentence the Company shall be required to pay to the
holder $1,000. The holder shall provide the Company written notice indicating
the amounts payable to the holder in respect of the Buy-In, together with
applicable confirmations and other evidence reasonably requested by the Company.
Nothing herein shall limit a holder's right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the
Company's failure to timely deliver certificates representing shares of Common
Stock upon conversion of the Series B Preferred Stock as required pursuant to
the terms hereof.

            (b) (i) ORIGINAL ISSUE PRICE; CONVERSION PRICE. The term "ORIGINAL
ISSUE PRICE" shall mean $16.90, and the term "CONVERSION PRICE" shall mean an
amount equal to $1.69, subject to the adjustment under SECTION 5(D) hereof.
Notwithstanding any adjustment hereunder, at no time shall the Conversion Price
be greater than the Original Issue Price, except if it is adjusted pursuant to
SECTION 5(D)(I).

                  (ii) Notwithstanding anything in the foregoing to the
contrary, if during any period (a "BLACK-OUT PERIOD"), a holder of Series B
Preferred Stock is unable to trade any Common Stock issued or issuable upon
conversion of the Series B Preferred Stock immediately due to the postponement
of filing or delay or suspension of effectiveness of any applicable registration
statement under the Securities Act covering the shares of Common Stock issuable
upon conversion of the Series B Preferred Stock (a "REGISTRATION STATEMENT") or
because the Company has otherwise informed such holder of Series B Preferred
Stock that an existing prospectus cannot be used at that time in the sale or
transfer of such Common Stock (PROVIDED that such postponement, delay,
suspension or fact that the prospectus cannot be used is not due to factors
solely within the control of the holder of Series B Preferred Stock), such
holder of Series B Preferred Stock shall have the option but not the obligation
on any Conversion Date within ten (10) trading days following the expiration of
the Black-out Period of using the Conversion Price applicable on such Conversion
Date or any Conversion Price selected by such holder of Series B Preferred Stock
that would have been applicable had such Conversion Date been at any earlier
time during the Black-out Period or within the ten (10) trading days thereafter.

            (c) [RESERVED]

            (d) ADJUSTMENTS OF CONVERSION PRICE.

                  (i) ADJUSTMENTS FOR STOCK SPLITS AND COMBINATIONS. If the
Company shall, at any time or from time to time after the Issuance Date, effect
a split of the outstanding Common Stock, the Conversion Price shall be
proportionately decreased. If the Company shall, at any time or from time to
time after the Issuance Date, combine the outstanding shares of Common Stock,
the Conversion Price shall be proportionately increased. Any adjustments under
this SECTION 5(D)(I) shall be effective at the close of business on the date the
stock split or combination becomes effective.


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                  (ii) ADJUSTMENTS FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. If
the Company shall, at any time or from time to time after the Issuance Date,
make or issue or set a record date for the determination of holders of Common
Stock entitled to receive a dividend or other Distribution payable in shares of
Common Stock, then, and in each event, the Conversion Price shall be decreased
as of the time of such issuance or, in the event such record date shall have
been fixed, as of the close of business on such record date, by multiplying the
Conversion Price then in effect by a fraction:

                        (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date; and

                        (2) the denominator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or Distribution.

                  (iii) ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Company shall, at any time or from time to time after the Issuance Date, make or
issue or set a record date for the determination of holders of Common Stock
entitled to receive a dividend or other Distribution payable in securities of
the Company other than shares of Common Stock, then, and in each event, an
appropriate revision to the applicable Conversion Price shall be made and
provision shall be made (by adjustments of the Conversion Price or otherwise) so
that the holders of Series B Preferred Stock shall receive upon conversion
thereof, in addition to the number of shares of Common Stock receivable thereon,
the number of securities of the Company which they would have received had their
Series B Preferred Stock been converted into Common Stock on the date of such
event and had such holder thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities (together
with any Distributions payable thereon during such period), giving application
to all adjustments called for during such period under this SECTION 5(D)(III)
with respect to the rights of the holders of the Series B Preferred Stock;
PROVIDED, HOWEVER, that if such record date shall have been fixed and such
dividend is not fully paid or if such Distribution is not fully made on the date
fixed therefor, the Conversion Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or Distributions;
and PROVIDED FURTHER, HOWEVER, that no such adjustment shall be made if the
holders of Series B Preferred Stock simultaneously receive (i) a dividend or
other Distribution of shares of Common Stock in a number equal to the number of
shares of Common Stock as they would have received if all outstanding shares of
Series B Preferred Stock had been converted into Common Stock on the date of
such event or (ii) a dividend or other Distribution of shares of Series B
Preferred Stock which are convertible, as of the date of such event, into such
number of shares of Common Stock as is equal to the number of additional shares
of Common Stock being issued with respect to each share of Common Stock in such
dividend or Distribution.


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                  (iv) ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE OR
SUBSTITUTION. If the Common Stock issuable upon conversion of the Series B
Preferred Stock at any time or from time to time after the Issuance Date shall
be changed to the same or different number of shares of any class or classes of
stock, whether by reclassification, exchange, substitution or otherwise (other
than by way of a stock split or combination of shares or stock dividends
provided for in SECTIONS 5(D)(I), (II) and (III), or a reorganization, merger,
consolidation, or sale of assets provided for in SECTION 5(D)(V)), then, and in
each event, an appropriate revision to the Conversion Price shall be made and
provisions shall be made (by adjustments of the Conversion Price or otherwise)
so that the holder of each share of Series B Preferred Stock shall have the
right thereafter to convert such share of Series B Preferred Stock into the kind
and amount of shares of stock and other securities receivable upon
reclassification, exchange, substitution or other change, by holders of the
number of shares of Common Stock into which such share of Series B Preferred
Stock might have been converted immediately prior to such reclassification,
exchange, substitution or other change, all subject to further adjustment as
provided herein.

                  (v) ADJUSTMENTS FOR REORGANIZATION, MERGER, CONSOLIDATION OR
SALES OF ASSETS. If at any time or from time to time after the Issuance Date
there shall be a capital reorganization of the Company (other than by way of a
stock split or combination of shares or stock dividends or Distributions
provided for in SECTION 5(D)(I), (II) and (III), or a reclassification, exchange
or substitution of shares provided for in SECTION 5(D)(IV)), or a deemed
liquidation, dissolution or winding up of the Company as provided in SECTION
4(C) above, (an "ORGANIC CHANGE"), then as a part of such Organic Change an
appropriate revision to the Conversion Price shall be made if necessary and
provision shall be made if necessary (by adjustments of the Conversion Price or
otherwise) so that the holder of each share of Series B Preferred Stock shall
have the right thereafter to convert such share of Series B Preferred Stock into
the kind and amount of shares of stock and other securities or property of the
Company or any successor corporation resulting from Organic Change that was
received or is to that number of shares of Common Stock into which such share of
Series B Preferred Stock was convertible immediately prior to giving effect to
such Organic Change. In any such case, appropriate adjustment shall be made in
the application of the provisions of this SECTION 5(D)(V) with respect to the
rights of the holders of the Series B Preferred Stock after the Organic Change
to the end that the provisions of this SECTION 5(D)(V) (including any adjustment
in the Conversion Price then in effect and the number of shares of stock or
other securities deliverable upon conversion of the Series B Preferred Stock)
shall be applied after that event in as nearly an equivalent manner as may be
practicable as determined by the Company's Board of Directors.

                  (vi) [RESERVED]

                  (vii) RECORD DATE. In case the Company shall take record of
the holders of its Common Stock or any other Preferred Stock for the purpose of
entitling them to subscribe for or purchase Common Stock or Convertible
Securities, then the date of the issue or sale of the shares of Common Stock
shall be deemed to be such record date. "CONVERTIBLE SECURITIES" shall mean
options to purchase or rights to subscribe for Common Stock and securities by
their terms are convertible into or exchangeable for Common Stock or options to
purchase or rights to subscribe for such convertible or exchangeable securities.


                                       9
<PAGE>

            (e) NO IMPAIRMENT. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series B Preferred Stock against impairment. In the event a holder shall elect
to convert any shares of Series B Preferred Stock as provided herein, the
Company cannot refuse conversion based on any claim that such holder or anyone
associated or affiliated with such holder has been engaged in any violation of
law, unless (i) the Company receives an order from the Securities and Exchange
Commission prohibiting such conversion, or (ii) an injunction from a court, on
notice, restraining and/or adjoining conversion of all or of said shares of
Series B Preferred Stock shall have been issued.

            (f) CERTIFICATES AS TO ADJUSTMENTS. Upon occurrence of each
adjustment or readjustment of the Conversion Price or number of shares of Common
Stock issuable upon conversion of the Series B Preferred Stock pursuant to this
SECTION 5, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series B Preferred Stock a certificate setting forth such adjustment and
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall, upon written request of the holder of
such affected Series B Preferred Stock, at any time, furnish or cause to be
furnished to such holder a like certificate setting forth such adjustments and
readjustments, the Conversion Price in effect at the time, and the number of
shares of Common Stock and the amount, if any, of other securities or property
which at the time would be received upon the conversion of a share of such
Series B Preferred Stock. Notwithstanding the foregoing, the Company shall not
be obligated to deliver a certificate unless such certificate would reflect an
increase or decrease of at least one percent of such adjusted amount.

            (g) ISSUE TAXES. The Company shall pay any and all issue and other
taxes, excluding federal, state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of
shares of Series B Preferred Stock pursuant hereto; PROVIDED, HOWEVER, that the
Company shall not be obligated to pay any transfer taxes resulting from any
transfer requested by any holder in connection with any such conversion.

            (h) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by facsimile or
five (5) business days following being mailed by certified or registered mail,
postage prepaid, return-receipt requested, addressed to the holder of record at
its address appearing on the books of the Company. The Company will give written
notice to each holder of Series B Preferred Stock at least ten (10) days prior
to the date on which the Company closes its books or takes a record (I) with
respect to any dividend or Distribution upon the Common Stock, (II) with respect
to any pro rata subscription offer to holders of Common Stock or (III) for
determining rights to vote with respect to any Organic Change, dissolution,
liquidation or winding-up and in no event shall such notice be provided to such
holder prior to such information being made known to the public. The Company
will also give written notice to each holder of Series B Preferred Stock at
least ten (10) days prior to the date on which any Organic Change, dissolution,
liquidation or winding-up will take place and in no event shall such notice be
provided to such holder prior to such information being made known to the
public.


                                       10
<PAGE>

            (i) FRACTIONAL SHARES. No fractional shares of Common Stock shall be
issued upon conversion of the Series B Preferred Stock. In lieu of any
fractional shares to which the holder would otherwise be entitled, the Company
shall round the number of shares to be issued upon conversion up to the nearest
whole number of shares. For such purpose, all shares of Series B Preferred Stock
held by each holder of Series B Preferred Stock shall be aggregated, and any
resulting fractional share of Common Stock shall be paid in cash.

            (j) RESERVATION OF COMMON STOCK. The Company shall, so long as any
shares of Series B Preferred Stock are outstanding, reserve and keep available
out of its authorized and unissued Common Stock, solely for the purpose of
effecting the conversion of the Series B Preferred Stock, such number of shares
of Common Stock equal to at least one hundred ten percent (110%) of the
aggregate number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all of the shares of Series B Preferred
Stock then outstanding. The initial number of shares of Common Stock reserved
for conversions of the Series B Preferred Stock and any increase in the number
of shares so reserved shall be allocated pro rata among the holders of the
Series B Preferred Stock based on the number of shares of Series B Preferred
Stock held by each holder of record at the time of issuance of the Series B
Preferred Stock or increase in the number of reserved shares, as the case may
be. In the event a holder shall sell or otherwise transfer any of such holder's
shares of Series B Preferred Stock, each transferee shall be allocated a pro
rata portion of the number of shares of Common Stock reserved for such
transferor. Any shares of Common Stock reserved and which remain allocated to
any person or entity which does not hold any shares of Series B Preferred Stock
shall be allocated to the remaining holders of Series B Preferred Stock, pro
rata based on the number of shares of Series B Preferred Stock then held by such
holder.

            (k) RETIREMENT OF SERIES B PREFERRED STOCK. Conversion of Series B
Preferred Stock shall be deemed to have been effected on the Conversion Date.
Upon conversion of only a portion of the number of shares of Series B Preferred
Stock represented by a certificate surrendered for conversion, the Company shall
issue and deliver to such holder, at the expense of the Company, a new
certificate covering the number of shares of Series B Preferred Stock
representing the unconverted portion of the certificate so surrendered.

            (l) REGULATORY COMPLIANCE. If any shares of Common Stock to be
reserved for the purpose of conversion of Series B Preferred Stock require
registration or listing with or approval of any governmental authority, stock
exchange or other regulatory body under any federal or state law or regulation
or otherwise before such shares may be validly issued or delivered upon
conversion, the Company shall, at its sole cost and expense, in good faith and
as expeditiously as possible, endeavor to secure such registration, listing or
approval, as the case may be.


                                       11
<PAGE>

      6. CONVERSION RESTRICTION. Notwithstanding anything to the contrary set
forth in this Certificate of Designation, at no time may a holder of shares of
Series B Preferred Stock convert shares of the Series B 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 B Preferred Stock
providing the Company with sixty-one (61) days notice (the "WAIVER NOTICE") that
such holder would like to waive SECTION 6 of this Certificate of Designation
with regard to any or all shares of Common Stock issuable upon conversion of
Series B Preferred Stock, this SECTION 6 will be of no force or effect with
regard to those shares of Series B Preferred Stock referenced in the Waiver
Notice.

      7. VOTE TO CHANGE THE TERMS OF OR ISSUE SERIES B PREFERRED STOCK. The
affirmative vote at a meeting duly called for such purpose or the written
consent without a meeting, of the holders of not less than a majority of the
then outstanding shares of Series B Preferred Stock (in addition to any other
corporate approvals then required to effect such action), shall be required (a)
for any change to this Certificate of Designation or the Company's Certificate
of Incorporation which would amend, alter, change or repeal any of the powers,
designations, preferences and rights of the Series B Preferred Stock or (b) for
the issuance of shares of Series B Preferred Stock other than pursuant to the
Exchange Agreement.

      8. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred Stock Certificates representing the shares of Series B Preferred
Stock, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the holder to the Company and, in the case of mutilation, upon
surrender and cancellation of the Preferred Stock Certificate(s), the Company
shall execute and deliver new Preferred Stock Certificate(s) of like tenor and
date; PROVIDED, HOWEVER, that the Company shall not be obligated to re-issue
Preferred Stock Certificates if the holder contemporaneously requests the
Company to convert such shares of Series B Preferred Stock into Common Stock.

      9. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF. The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designation. Amounts set forth or provided for herein with respect to payments,
conversion and the like (and the computation thereof) shall be the amounts to be
received by the holder thereof and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the holders of the Series B Preferred
Stock and that the remedy at law for any such breach may be inadequate. The
Company therefore agrees that, in the event of any such breach or threatened
breach, the holders of the Series B Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.


                                       12
<PAGE>

      10. SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific provision
contained in this Certificate of Designation shall limit or modify any more
general provision contained herein. This Certificate of Designation shall be
deemed to be jointly drafted by the Company and all initial purchasers of the
Series B Preferred Stock and shall not be construed against any person as the
drafter hereof.

      11. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of a
holder of Series B Preferred Stock in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




                                       13
<PAGE>


      IN WITNESS WHEREOF, the undersigned has executed and subscribed this
Certificate and does affirm the foregoing as true this ____ day of July, 2008.


                                         MARKETING WORLDWIDE CORPORATION


                                         By:
                                             -----------------------------------
                                             Name: Michael Winzkowski
                                             Title: CEO





                                       14
<PAGE>


                                                                       EXHIBIT I

                         MARKETING WORLDWIDE CORPORATION
                                CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and
Preferences of the Series B Convertible Preferred Stock of Marketing Worldwide
Corporation (the "CERTIFICATE OF DESIGNATION"). In accordance with and pursuant
to the Certificate of Designation, the undersigned hereby elects to convert the
number of shares of Series B Preferred Stock, par value $0.001 per share (the
"PREFERRED SHARES"), of Marketing Worldwide Corporation, a Delaware corporation
(the "COMPANY"), indicated below into shares of Common Stock, no par value per
share (the "COMMON STOCK"), of the Company, by tendering the stock
certificate(s) representing the share(s) of Preferred Shares specified below as
of the date specified below.

         Date of Conversion: ___________________________________________________

         Number of Preferred Shares to be converted: ______________

         Stock certificate no(s). of Preferred Shares to be converted: _________

         The Common Stock has been sold pursuant to the Registration Statement:
         YES ____NO____

Please confirm the following information:

         Conversion Price: _____________________________________________________

         Number of shares of Common Stock
         to be issued: _________________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the Date of Conversion: _________________________

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

         Issue to:                      ________________________________________
                                        ________________________________________

         Facsimile Number:              ________________________________________

         Authorization:                 ________________________________________
                                        By: ____________________________________
                                        Title: _________________________________
Dated:



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