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Exhibit 4.1       Letter Agreement

                       CONSULTING and MARKETING AGREEMENT

         THIS  AGREEMENT,  made and entered into as of the 25th day of May, 2004
by and between Edward Meyer, Jr. (EMJ) and Marx Toys & Entertainment ("MRXT")

                              W I T N E S S E T H:

         WHEREAS,  EMJ provides  consultation and advisory  services relating to
business management and marketing; and

         WHEREAS,  MRXT desires to utilize EMJ services in  connection  with its
operations.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, EMJ and MRXT hereby agree as follows:

1.       Consulting and Marketing Services. Effective as of the 25th day of May,
         2004 by and subject to the terms and conditions herein  contained,  EMJ
         shall provide business management,  marketing consultation and advisory
         services to MRXT . Such services shall include:

         (a)      the preparation, implementation and monitoring of business and
                  marketing plans,

         (b)      advice concerning  production layout and planning and internal
                  controls,

         (c)      Assistance  in  Marketing  of products and setting up meetings
                  with prospective clients and representatives of the retail toy
                  industry,

         (d)      Assistance in internet related sales and marketing  strategies
                  and

         (e)      such other  managerial  assistance as EMJ shall deem necessary
                  or appropriate for MRXT's business.

                  In  addition,  EMJ agrees to act as Company  Contact  for MRXT
                  with regards to telephone  inquiries  and investor  relations,
                  and by  providing  this service  will be fully  authorized  to
                  represent MRXT in answering all investor related questions.

2.       Payment.  In  consideration  for  the  services  of EMJ to be  provided
         hereunder  for ONE YEAR,  MRXT agrees to transfer to EMJ  2,500,000(Two
         Million, Five Hundred Thousand) Free Trading shares of common stock.



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3.       Personnel.  EMJ shall be an  independent  contractor  and no  personnel
         utilized  by EMJ in  providing  services  hereunder  shall be deemed an
         employee of MRXT.  Moreover,  neither EMJ nor any such person shall be
         empowered  hereunder to act on behalf of MRXT.  EMJ shall have the sole
         and exclusive  responsibility  and liability for making all reports and
         contributions,  withholdings,  payments  and  taxes  to  be  collected,
         withheld,  made and paid with respect to persons providing  services to
         be  performed  hereunder  on behalf of MRXT,  whether  pursuant  to any
         social security,  unemployment insurance,  worker's compensation law or
         other  federal,  state  or  local  law now in force  and in  effect  or
         hereafter enacted.

4.       EMJ  Assistance.  MRXT  agrees to  provide  EMJ with such  secretarial,
         clerical and bookkeeping  assistance as EMJ may reasonably  request and
         shall  otherwise  cooperate  with EMJ  personnel in their  rendering of
         services  hereunder.  MRXT  further  agrees to  provide  EMJ  monthly a
         certified shareholder's list and on a weekly basis the DTC sheets.

5.       Term and  Termination.  This Agreement shall be effective from the 25th
         day of May, 2004 and shall  continue in effect for a period of ONE YEAR
         thereafter.   This  Agreement  may  be  renewed  and  Optioned  for  an
         additional One Year term, upon mutual agreement of the parties.

6.       Non-Assignability. The rights, obligations, and benefits established by
         this  Agreement  shall not be assignable  by either party hereto.  This
         Agreement shall,  however, be binding and shall inure to the benefit of
         the parties and their successors.

7.       Confidentiality.   Neither  EMJ  nor  any  of  its  consultants,  other
         employees,   officers,   or  directors  shall  disclose   knowledge  or
         information concerning the confidential affairs of MRXT with respect to
         MRXT 's  business  or  finances  that was  obtained  in the  course  of
         performing services provided for herein.

8.       Limited  Liability.  Neither  EMJ  nor  any of its  consultants,  other
         employees,  officers or directors shall be liable for  consequential or
         incidental  damages  of any kind to MRXT  that may  arise  out of or in
         connection with any services performed by EMJ hereunder.

9.       Governing  Law.  This  Agreement  shall be governed by and construed in
         accordance  with the laws of the  State of New  Jersey  without  giving
         effect to the conflicts of law principles thereof or actual domicile of
         the parties.

10.      Notice.  Notice  hereunder  shall be in writing  and shall be deemed to
         have been given at the time when  deposited for mailing with the United
         States Postal  Service  enclosed in a registered or certified  postpaid
         envelope addressed to the respective party at the address of such party
         first above written,  or at such other address as such party may fix by
         notice given pursuant to this paragraph.

11.      No   other   Agreements.    This   Agreement   supersedes   all   prior
         understandings,  written or oral, and constitutes the entire  Agreement
         between the parties  hereto with respect to the subject  matter hereof.
         No waiver, modification or termination of this Agreement shall be valid
         unless in writing signed by the parties hereto.



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IN WITNESS WHEREOF, MRXT and EMJ have duly executed this Agreement as of the day
and year first above written.

                                Company: MARX Toys & Entertainment Corp.

                                By: __________________________________
                                    Print: Robert Bambery, President / CEO

                                By: ____________________________________
                                    Print: Edward Meyer, Jr.

Mailing Instructions

                 Make certificates out to Edward Meyer, Jr. and
                         ship to the following address:

                                Edward Meyer Jr.
                               c/o Xcel Associates
                                 224 Middle Rd.
                                Hazlet, NJ 07730

               If you have any questions or concerns please call:

                                  732-264-3433.



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