Exhibit 4.3

                        MARX TOYS & ENTERTAINMENT CORP.,
                                OPTION AGREEMENT

Option  Agreement  (this  "AGREEMENT")  made as of October  1, 2004 (the  "GRANT
DATE"),  between Marx Toys &  Entertainment  Corp.,  a Nevada  Corporation  with
offices located at 101 South 15th Street, Sebring, OH 44672 (the "COMPANY"), and
Edward T. Whelan, Individually. ("GRANTEE"),

1. Grant of Option.  In consideration  of Grantee's  willingness to enter into a
Business  Consulting  Agreement  with the Company,  the Company hereby grants to
Grantee, as of the Grant Date, a qualified stock option to purchase an aggregate
of 10,000,000  shares (the "Option Shares") of common stock of the Company,  par
$0.0001  per  share  (the  "Company  Stock")  shares  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 the shares shall be issued pursuant to a registration  statement
or exemption and be freely  tradable.  (the "OPTION")  subject to adjustment and
the other terms and conditions set forth herein.

2. Exercise of Option.

            (a) General.  The Option may be  exercised by written  notice to the
Company  at any time and from  time to time  after  the  Grant  Date;  provided,
however,  such  Option  shall not be  exercisable  for more  than the  number of
shares, which are vested at the time of exercise.

            (b)  Vesting.  This  Option  shall vest with  respect to 100% of the
Option Shares as of the Grant Date.

            (c) Expiration of Option. This Option shall not be exercisable after
the  expiration of the consulting  agreement  dated October 1, 2004 or April 15,
2005 (the "Termination Date").

3.  Exercise  of Option  and  Conditions  to  Exercise.  This  Option may not be
exercised by Grantee unless the following conditions are met.

            (a) Notice.  This Option shall be exercised  by  delivering  written
notice to the Company's principal office to the attention of its Secretary. Such
notice shall specify the number of shares of Company Stock with respect to which
the Option is being  exercised  and shall be signed by Grantee.  This Option may
not be exercised for a fraction of a share of Company Stock;

            (b) Securities  Requirements.  Legal counsel for the Company must be
satisfied  at the time of  exercise  that the  issuance  of Option  Shares  upon
exercise will be in compliance  with the Securities Act of 1933, as amended (the
"SECURITIES ACT") and applicable United States federal, state, local and foreign
laws; and

            (c)  Payment  of  Exercise  Price.  Grantee  must pay at the time of
exercise the full purchase  price for the shares of Company Stock being acquired
hereunder in the form of a note, cash, by certified check, bank cashier's check,
or wire transfer.

4.  Transferability.  This Option may be sold, assigned,  transferred,  pledged,
hypothecated by Grantee,  in which case,  such  transferee  shall succeed to the
rights and obligations of Grantee  hereunder and is exercisable  during the term
of this option. The applicable requirements of Section 3 above must be satisfied
in full at the time of any exercise.


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5. No Rights as  Stockholder.  Unless and until a  certificate  or  certificates
representing  the shares of Company  Stock shall have been issued to Grantee (or
any person  acting  under  Section 4 above)  pursuant to an exercise  hereunder,
Grantee shall not be or have any of the rights or privileges of a stockholder of
the Company with respect to shares of Company Stock  acquirable upon exercise of
the Option.

6.  Notices.  Any notice  hereunder  to the Company  shall be  addressed  to the
Company,  Marx Toys & Entertainment  Corp., 101 South 15th Street,  Sebring,  OH
44672  Attention:  Mr. Robert Bambery,  President,  and any notice  hereunder to
Grantee  shall be addressed to Grantee at Grantee's  last address on the records
of the  Company,  subject to the right of either  party to designate at any time
hereafter in writing some other address. Any notice shall be deemed to have been
duly given when  delivered  personally,  one day  following  dispatch if sent by
reputable  overnight courier,  fees prepaid,  or three days following mailing if
sent by registered mail, return receipt requested, postage prepaid and addressed
as set forth above.

7. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of any  successors  to the  Company  and all  persons  lawfully  claiming  under
Grantee.

8.  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.

9.  Counterparts.  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,  the Company and Grantee have executed this Agreement as of
the date 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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