Exhibit 4.1

                          BUSINESS CONSULTING AGREEMENT

AGREEMENT  made and  entered  into  October 1, 2004,  by and  between  Edward T.
Whelan, Individually of Grace Holdings, Inc. a Maryland Corporation with offices
located  at 135 First  Street,  Keyport  NJ 07735 and  Whelan),  and Marx Toys &
Entertainment Corp., a Nevada Corporation with offices located at 101 South 15th
Street, Sebring, OH 44672 ("MRXT").

                              W I T N E S S E T H:

      WHEREAS,  Grace and Whelan  provide  consultation  and  advisory  services
relating to business management and marketing; and

      WHEREAS,  MRXT desires to utilize  Whelan and Grace services in connection
with its operations.

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

1. CONSULTING  SERVICES.  Effective as of October 1, 2004, by and subject to the
terms and conditions herein  contained,  Grace and Whelan 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 and (c) such other managerial  assistance as Whelan and Grace
shall deem necessary or appropriate for MRXT's business.

2. PAYMENT. In consideration for the services of Grace and Whelan to be provided
MRXT shall issue to 4,000,000 freely tradable MRXT shares.  The shares are to be
issued in the name of Edward T.  Whelan,  SS#  ###-##-####.  MRXT shall grant to
Whelan the option to purchase an aggregate of 10,000,000  shares of common stock
of MRXT at the following prices: 5,000,000 shares at $0.005, 1,000,000 shares at
$0.01,  1,000,000 shares at $0.015,  1,000,000 shares at $0.02, 1,000,000 shares
at $0.025, and 1,000,000 shares at $0.03 for a total value of One Hundred Twenty
Five  Thousand  Dollars  ($125,000)  the shares  shall be issued  pursuant  to a
registration  statement or exemption such as S-8 and be freely tradable.  Please
have all the certificates  delivered to 135 First Street, Keyport NJ 07735. MRXT
shall in respect to each month during the term of this agreement  issue a number
of restricted shares determined by dividing $6,000 by the product of 80% and the
average low price for MRXT common stock during such month. MRXT shall also issue
to Grace  five-year  options to purchase an  equivalent  number of shares of our
common stock at a price of 120% of the average low price per share.

3. EXPENSES.  MRXT shall reimburse Whelan for all pre-approved  travel and other
expenses incurred by it in rendering services hereunder,  including any expenses
incurred by consultants when such consultants are temporarily located outside of
the metropolitan New York, area for the purpose of rendering  services to or for
the benefit of MRXT pursuant to this  Agreement.  Whelan and Grace shall provide
receipts  and  vouchers  to MRXT for all  expenses  for which  reimbursement  is
claimed.

4.  INVOICES.  All  pre-approved  invoices  for  services  provided  to MRXT and
expenses  incurred by Whelan and Grace in connection  therewith shall be payable
in full  within ten (10) days of the date of such  invoice.  Payment of invoices
shall be made by check made payable to the individual rendering the pre-approved
service and mailed to 135 First Street, Keyport NJ 07735 within the allotted ten
(10) days.


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<PAGE>

5.  PERSONNEL.  Whelan  and  Grace  shall be an  independent  contractor  and no
personnel  utilized by Whelan and Grace in providing services hereunder shall be
deemed an employee  of MRXT.  Moreover,  neither  Whelan nor Grace nor any other
such person  shall be empowered  hereunder to act on behalf of MRXT.  Whelan and
Grace 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 effect or hereafter enacted.

6. TERM AND TERMINATION. This Agreement shall be effective from October 1, 2004,
and shall continue in effect for a period of 6 months thereafter. This Agreement
may be renewed  for a  provisional  six-month  period  thereafter,  upon  mutual
agreement of the parties.

7. 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 upon and shall inure to the benefit of the parties and their
successors.

8. CONFIDENTIALITY.  Neither Whelan nor Grace 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.

9. LIMITED LIABILITY. Neither Whelan and Grace 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 Whelan and Grace hereunder.

10.  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.

11.  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.

12. 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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This Agreement may be executed in  counterparts,  each of who shall be deemed to
be an original,  but all such counterparts shall together constitute one and the
same instrument.  IN WITNESS WHEREOF,  MRXT, WHELAN AND MRXT HAVE DULLY EXECUTED
THIS AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

MARX TOYS & ENTERTAINMENT CORP.


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MR. ROBERT BAMBERY, PRESIDENT


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BY: EDWARD T. WHELAN, PERSONALLY

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