EXHIBIT
10.1


    


    MARKETING
WORLDWIDE CORPORATION

    


    2010
STOCK & STOCK OPTION COMPENSATION PLAN

    


    1.           PURPOSE OF PLAN

    


    1.1           This
2010 STOCK & STOCK OPTION COMPENSATION PLAN (the “Plan”) of Marketing
Worldwide Corporation, a Delaware corporation, (the “Company”) for employees,
directors and other persons associated with the Company, is intended to advance
the best interests of the Company by providing those persons who have a
substantial responsibility for its management and growth with additional
incentive and by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company.  Further, the availability and offering of stock options and
common stock under the Plan supports and increases the Company's ability to
attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability of the Company
depends.

    


    2.           DEFINITIONS

    


    2.1           For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:

    


    “Board” shall mean the Board of
Directors of the Company.

    


    “Committee” shall mean the Compensation
Committee, or such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board if no committees
have been established.  The Committee shall be composed of three or more persons
as from time to time are appointed to serve by the Board.  Each member
of the Committee, while serving as such, shall be a disinterested person with
the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of
1934.

    


    “Common Shares” shall mean the
Company's Common Shares, $.001 par value per share, or, in the event that the
outstanding Common Shares are hereafter changed into or exchanged for different
shares of securities of the Company, such other shares or
securities.

    


    “Company” shall mean Marketing
Worldwide Corporation, a Delaware corporation, and any parent or subsidiary
corporation of Marketing Worldwide Corporation, as such terms are defined in
Sections 425(e) and 425(f), respectively, of the Code.

    


    “Fair Market Value” shall mean, with
respect to the date a given stock option is granted or exercised, the average of
the highest and lowest reported sales prices of the Common Shares, as reported
by such responsible reporting service as the Committee may select, or if there
were not transactions in the Common Shares on such day, then the last preceding
day on which transactions took place.  The above withstanding, the
Committee may determine the Fair Market Value in such other manner as it may
deem more equitable for Plan purposes or as is required by applicable laws or
regulations.

    


    “Optionee” shall mean an employee of
the company who has been granted one or more Stock Options under the
Plan.

    


    “Common Stock” shall mean shares of
common stock which are issued by the Company pursuant to Section 5,
below.

    


    “Common
Stockholder” means
the employee of, consultant to, or director of the Company or other person to
whom shares of Common Stock are issued pursuant to this Plan.

    


    “Common Stock Agreement” means an
agreement executed by a Common Stockholder and the Company as contemplated by
Section 5, below, which imposes on the shares of Common Stock held by the Common
Stockholder such restrictions as the Board or Committee deem
appropriate.

    


    “Stock Option” shall mean a stock
option granted pursuant to the terms of the Plan.

    


    “Stock Option Agreement” shall mean the
agreement between the Company and the Optionee under which the Optionee may
purchase Common Shares hereunder.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           ADMINISTRATION OF THE
PLAN

    


    3.1           The
Committee or the Board shall administer the Plan and accordingly, it shall have
full power to grant Stock Options and Common Stock, construe and interpret the
Plan, establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes reasonable and
proper.

    


    3.2           The
determination of those eligible to receive Stock Options and Common Stock, and
the amount, type and timing of each grant and the terms and conditions of the
respective stock option agreements and Common stock agreements shall rest in the
sole discretion of the Committee, subject to the provisions of the
Plan.

    


    3.3           The
Committee may cancel any Stock Options awarded under the Plan if an Optionee
conducts himself in a manner which the Committee determines to be inimical to
the best interest of the Company, as set forth more fully in paragraph 8 of
Article 11 of the Plan.

    


    3.4           The
Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan, or in any granted Stock Option, in the
manner and to the extent it shall deem necessary to carry it into
effect.

    


    3.5           Any
decision made, or action taken, by the Committee or the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final and conclusive.

    


    3.6           Meetings
of the Committee shall be held at such times and places as shall be determined
by the Committee.  A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting.  In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

    


    3.7           No
member of the Committee shall be liable for any act or omission of any other
member of the Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful
misconduct.

    


    3.8           The
Company, through its management, shall supply full and timely information to the
Committee on all matters relating to the eligibility of Optionees, their duties
and performance, and current information on any Optionee's death, retirement,
disability or other termination of association with the Company, and such other
pertinent information as the Committee may require.  The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties hereunder.

    


    4.           SHARES SUBJECT TO THE
PLAN

    


    4.1           The
total number of shares of the Company available for grants of Stock Options and
Common Stock under the Plan shall be Fifteen Million (15,000,000) Common Shares,
subject to adjustment in accordance with Article 7 of the Plan, which shares may
be either authorized but unissued or reacquired Common Shares of the
Company.

    


    4.2           If
a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered by such
Stock Option shall be available for future grants of Stock Options.

    


    SECTION
1.        
5.           AWARD OF COMMON
STOCK

    


    5.1           The
Board or Committee from time to time, in its absolute discretion, may (a) award
Common Stock to employees of, consultants to, and directors of the Company, and
such other persons as the Board or Committee may select, and (b) permit Holders
of Options to exercise such Options prior to full vesting therein and hold the
Common Shares issued upon exercise of the Option as Common Stock.  In
either such event, the owner of such Common Stock shall hold such stock subject
to such vesting schedule as the Board or Committee may impose or such vesting
schedule to which the Option was subject, as determined in the discretion of the
Board or Committee.

    


    5.2           Common
Stock shall be issued only pursuant to a Common Stock Agreement, which shall be
executed by the Common Stockholder and the Company and which shall contain such
terms and conditions as the Board or Committee shall determine consistent with
this Plan, including such restrictions on transfer as are imposed by the Common
Stock Agreement.

    


    5.3           Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock Agreement, including the right to
receive all dividends and other distributions paid or made with respect to the
Common Stock.

    


    5.4.           Notwithstanding
anything in this Plan or any Common Stock Agreement to the contrary, no Common
Stockholders may sell or otherwise transfer, whether or not for value, any of
the Common Stock prior to the date on which the Common Stockholder is vested
therein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.5           All
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock as
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board or
Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock and
restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions.  Common Stock may not be sold or
encumbered until all applicable restrictions have terminated or
expire.  The restrictions, if any, imposed by the Board or Committee
or the Board under this Section 5 need not be identical for all Common Stock and
the imposition of any restrictions with respect to any Common Stock shall not
require the imposition of the same or any other restrictions with respect to any
other Common Stock.

    


    5.6           Each
Common Stock Agreement shall provide that the Company shall have the right to
repurchase from the Common Stockholder the unvested Common Stock upon a
termination of employment, termination of directorship or termination of a
consultancy arrangement, as applicable, at a cash price per share equal to the
purchase price paid by the Common Stockholder for such Common
Stock.

    


    5.7           In
the discretion of the Board or Committee, the Common Stock Agreement may provide
that the Company shall have the a right of first refusal with respect to the
Common Stock and a right to repurchase the vested Common Stock upon a
termination of the Common Stockholder's employment with the Company, the
termination of the Common Stockholder's consulting arrangement with the Company,
the termination of the Common Stockholder's service on the Company's Board, or
such other events as the Board or Committee may deem appropriate.

    


    5.8           The
Board or Committee shall cause a legend or legends to be placed on certificates
representing shares of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make appropriate
reference to the applicable restrictions.

    


    6.           STOCK OPTION TERMS AND
CONDITIONS

    


    6.1           Consistent
with the Plan's purpose, Stock Options may be granted to non-employee directors
of the Company or other persons who are performing or who have been engaged to
perform services of special importance to the management, operation or
development of the Company.

    


    6.2           All
Stock Options granted under the Plan shall be evidenced by agreements which
shall be subject to applicable provisions of the Plan, and such other provisions
as the Committee may adopt, including the provisions set forth in paragraphs 2
through 11 of this Section 6.

    


    6.3           All
Stock Options granted hereunder must be granted within ten years from the
earlier of the date of this Plan is adopted or approved by the Company's
shareholders.

    


    6.4           No
Stock Option granted to any employee or 10% Shareholder shall be exercisable
after the expiration of ten years from the date such Stock Option is
granted.  The Committee, in its discretion, may provide that an Option
shall be exercisable during such ten year period or during any lesser period of
time.

    


    The Committee may establish installment
exercise terms for a Stock Option such that the Stock Option becomes fully
exercisable in a series of cumulating portions.  If an Optionee shall
not, in any given installment period, purchase all the Common Shares which such
Optionee is entitled to purchase within such installment period, such Optionee's
right to purchase any Common Shares not purchased in such installment period
shall continue until the expiration or sooner termination of such Stock
Option.  The Committee may also accelerate the exercise of any Stock
Option.  However, no Stock Option, or any portion thereof, may be
exercisable until thirty (30) days following date of grant (“30-Day Holding
Period.”).

    


    6.5           A
Stock Option, or portion thereof, shall be exercised by delivery of
(i)  a written notice of exercise of the Company specifying the number
of common shares to be purchased, and (ii)  payment of the full price
of such Common Shares, as fully set forth in paragraph 6 of this Section
6.

    


    No Stock Option or installment thereof
shall be exercisable except with respect to whole shares, and fractional share
interests shall be disregarded.  Not less than 100 Common Shares may
be purchased at one time unless the number purchased is the total number at the
time available for purchase under the Stock Option.  Until the Common
Shares represented by an exercised Stock Option are issued to an Optionee, he
shall have none of the rights of a shareholder.

    


    6.6           The
exercise price of a Stock Option, or portion thereof, may be
paid:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    A.          In
United States dollars, in cash or by cashier's check, certified check, bank
draft or money order, payable to the order of the Company in an amount equal to
the option price;  or

    


    B.          At
the discretion of the Committee, through the delivery of fully paid and
nonassessable Common Shares, with an aggregate Fair Market Value on the date the
Stock Option is exercised equal to the option price, provided such tendered
Shares have been owned by the Optionee for at least one year prior to such
exercise;  or

    


    C.          By
a combination of both A and B above.

    


    The Committee shall determine
acceptable methods for tendering Common Shares as payment upon exercise of a
Stock Option and may impose such limitations and prohibitions on the use of
Common Shares to exercise an Stock Option as it deems appropriate.

    


    6.7           With
the Optionee's consent, the Committee may cancel any Stock Option issued under
this Plan and issue a new Stock Option to such Optionee.

    


    6.8           Except
by will or the laws of descent and distribution, no right or interest in any
Stock Option granted under the Plan shall be assignable or transferable, and no
right or interest of any Optionee shall be liable for, or subject to, any lien,
obligation or liability of the Optionee.  Stock Options shall be
exercisable during the Optionee's lifetime only by the Optionee or the duly
appointed legal representative of an incompetent Optionee.

    


    6.9           If
the Optionee shall die while associated with the Company or within three months
after termination of such association, the personal representative or
administrator of the Optionee's estate or the person(s) to whom an Stock Option
granted hereunder shall have been validly transferred by such personal
representative or administrator pursuant to the Optionee's will or the laws of
descent and distribution, shall have the right to exercise the Stock Option for
one year after the date of the Optionee's death, to the extent
(i)  such Stock Option was exercisable on the date of such termination
of employment by death, and (ii) such Stock Option was not exercised, and
(iii)  the exercise period may not be extended beyond the expiration
of the term of the Option.

    


    No transfer of a Stock Option by the
will of an Optionee or by the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and an authenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferee of the terms and
conditions by such Stock Option.

    


    In the event of death following
termination of the Optionee's association with the Company while any portion of
an Stock Option remains exercisable, the Committee, in its discretion, may
provide for an extension of the exercise period of up to one year after the
Optionee's death but not beyond the expiration of the term of the Stock
Option.

    


    6.10       Any
Optionee who disposes of Common Shares acquired on the exercise of a Stock
Option by sale or exchange either (i) within two years after the date of the
grant of the Stock Option under which the stock was acquired, or (ii) within one
year after the acquisition of such Shares, shall notify the Company of such
disposition and of the amount realized upon such disposition.  The
transfer of Common Shares may also be Common by applicable provisions of the
Securities Act of 1933, as amended.

    


    7.           ADJUSTMENTS OR CHANGES IN
CAPITALIZATION

    


    7.1          In
the event that the outstanding Common Shares of the Company are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

    


    A.          Prompt,
proportionate, equitable, lawful and adequate adjustment shall be made of the
aggregate number and kind of shares subject to Stock Options which may be
granted under the Plan, such that the Optionee shall have the right to purchase
such Common Shares as may be issued in exchange for the Common Shares
purchasable on exercise of the Stock Option had such merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend not taken place;

    


    B.          Rights
under unexercised Stock Options or portions thereof granted prior to any such
change, both as to the number or kind of shares and the exercise price per
share, shall be adjusted appropriately, provided that such adjustments shall be
made without change in the total exercise price applicable to the unexercised
portion of such Stock Option's but by an adjustment in the price for each share
covered by such Stock Option's;  or

    


    C.          Upon
any dissolution or liquidation of the Company or any merger or combination in
which the Company is not a surviving corporation, each outstanding Stock Option
granted hereunder shall terminate, but the Optionee shall have the right,
immediately prior to such dissolution, liquidation, merger or combination, to
exercise his Stock Option in whole or in part, to the extent that it shall not
have been exercised, without regard to any installment exercise provisions in
such Stock Option.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.2           The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional Shares shall be issued under the Plan on
account of any such adjustments.

    


    8.           MERGER, CONSOLIDATION OR TENDER
OFFER

    


    8.1          If
the Company shall be a party to a binding agreement to any merger, consolidation
or reorganization or sale of substantially all the assets of the Company, each
outstanding Stock Option shall pertain and apply to the securities and/or
property which a shareholder of the number of Common Shares of the Company
subject to the Stock Option would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.

    


    8.2          In
the event that:

    


    A.          Any
person other than the Company shall acquire more than 20% of the Common Shares
of the Company through a tender offer, exchange offer or otherwise;

    


    B.          A
change in the “control” of the Company occurs, as such term is defined in Rule
405 under the Securities Act of 1933;

    


    C.          There
shall be a sale of all or substantially all of the assets of the Company; any
then outstanding Stock Option held by an Optionee, who is deemed by the
Committee to be a statutory officer (“Insider”) for purposes of Section 16 of
the Securities Exchange Act of 1934 shall be entitled to receive, subject to any
action by the Committee revoking such an entitlement as provided for below, in
lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such Stock Option, or portion thereof, and,
(i)  in the event of an offer or similar event, the final offer price
per share paid for Common Shares, or such lower price as the Committee may
determine to conform an option to preserve its Stock Option status, times the
number of Common Shares covered by the Stock Option or portion thereof, or
(ii)  in the case of an event covered by B or C above, the aggregate
Fair Market Value of the Common Shares covered by the Stock Option, as
determined by the Committee at such time.

    


    8.3          Any
payment which the Company is required to make pursuant to paragraph 8.2 of this
Section 8 shall be made within 15 business days, following the event which
results in the Optionee's right to such payment.  In the event of a
tender offer in which fewer than all the shares which are validly tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the shares covered by an Stock Option as results from multiplying such shares by
a fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine the
payment thereupon.  To the extent that all or any portion of a Stock
Option shall be affected by this provision, all or such portion of the Stock
Option shall be terminated.

    


    8.4          Notwithstanding
paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote
and resolution, unilaterally revoke the benefits of the above provisions;
provided, however, that such vote is taken no later than ten business days
following public announcement of the intent of an offer or the change of
control, whichever occurs earlier.

    


    9.           AMENDMENT AND TERMINATION OF
PLAN

    


    9.1          The
Board may at any time, and from time to time, suspend or terminate the Plan in
whole or in part or amend it from time to time in such respects as the Board may
deem appropriate and in the best interest of the Company.

    


    9.2          No
amendment, suspension, or termination of this Plan shall, without the Optionee's
consent, alter or impair any of the rights or obligations under any Stock Option
theretofore granted to him under the Plan.

    


    9.3          The
Board may amend the Plan, subject to the limitations cited above, in such manner
as it deems necessary to permit the granting of Stock Options meeting the
requirements of future amendments or issued regulations, if any, to the
Code.

    


    9.4          No
Stock Option may be granted during any suspension of the Plan or after
termination of the Plan.



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.           GOVERNMENT AND OTHER
REGULATIONS

    


    10.1           The
obligation of the Company to issue, transfer and deliver Common Shares for Stock
Options exercised under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approval which shall then be in effect and
required by the relevant stock exchanges on which the Common Shares are traded
and by government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required.  Any determination in this connection by
the Committee shall be final, binding and conclusive.  The Company
may, but shall in no event be obligated to, take any other affirmative action in
order to cause the exercise of a Stock Option or the issuance of Common Shares
pursuant thereto to comply with any law or regulation of any government
authority.

    


    11.           MISCELLANEOUS
PROVISIONS

    


    11.1           No
person shall have any claim or right to be granted a Stock Option or Common
Stock under the Plan, and the grant of an Stock Option or Common Stock under the
Plan shall not be construed as giving an Optionee or Common Stockholder the
right to be retained by the Company.  Furthermore, the Company
expressly reserves the right at any time to terminate its relationship with an
Optionee with or without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

    


    11.2           Any
expenses of administering this Plan shall be borne by the Company.

    


    11.3           The
payment received from Optionee from the exercise of Stock Options under the Plan
shall be used for the general corporate purposes of the Company.

    


    11.4           The
place of administration of the Plan shall be in the State of Delaware, and the
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of
Delaware.

    


    11.5           Without
amending the Plan, grants may be made to persons who are foreign nationals or
employed outside the United States, or both, on such terms and conditions,
consistent with the Plan's purpose, different from those specified in the Plan
as may, in the judgment of the Committee, be necessary or desirable to create
equitable opportunities given differences in tax laws in other
countries.

    


    11.6           In
addition to such other rights of indemnification as they may have as members of
the Board or the Committee, the members of the Committee shall be indemnified by
the Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Stock Option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith;  provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same, with counsel acceptable to the
Optionee,  before such Committee member undertakes to handle and
defend it on his own behalf.

    


    11.7           Stock
Options may be granted under this Plan from time to time, in substitution for
Stock Options held by employees of other corporations who are about to become
employees of the Company as the result of a merger or consolidation of the
employing corporation with the Company or the acquisition by the Company of the
assets of the employing corporation or the acquisition by the Company of stock
of the employing corporation as a result of which it becomes a subsidiary of the
Company.  The terms and conditions of such substitute Stock Options so
granted may vary from the terms and conditions set forth in this Plan to such
extent as the Board of Directors of the Company at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the Stock
Options in substitution for which they are granted, but no such variations shall
be such as to affect the status of any such substitute Stock Options as a Stock
Option under Section 422A of the Code.

    


    11.8           Notwithstanding
anything to the contrary in the Plan, if the Committee finds by a majority vote,
after full consideration of the facts presented on behalf of both the Company
and the Optionee, that the Optionee has been engaged in fraud, embezzlement,
theft, insider trading in the Company's stock, commission of a felony or proven
dishonesty in the course of his association with the Company or any subsidiary
corporation which damaged the Company or any subsidiary corporation, or for
disclosing trade secrets of the Company or any subsidiary corporation, the
Optionee shall forfeit all unexercised Stock Options and all exercised Stock
Option's under which the Company has not yet delivered the certificates and
which have been earlier granted to the Optionee by the Committee.  The
decision of the Committee as to the cause of an Optionee's discharge and the
damage done to the Company shall be final.  No decision of the
Committee, however, shall affect the finality of the discharge of such Optionee
by the Company or any subsidiary corporation in any manner.

    


    12.           WRITTEN AGREEMENT

    


    12.1           Each
Stock Option granted hereunder shall be embodied in a written Stock Option
Agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the Optionee and by the President or any Vice President
of the Company, for and in the name and on behalf of the
Company.  Such Stock Option Agreement shall contain such other
provisions as the Committee, in its discretion shall deem
advisable.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          
            
              
                	
                        Number
      of Shares:

                      	
                           

                      	
                        Date
      of
Grant:

                      


              

            

          

        

      

    

    


    FORM OF STOCK OPTION
AGREEMENT

    


    AGREEMENT made this ____ day
of _________________________ 201 , between
____________________________________ (the “Optionee”), and Marketing
Worldwide Corporation, a Delaware corporation (the “Company”).

    


    1.           Grant of Option

    


    The Company, pursuant to the provisions
of the 2010 STOCK & STOCK OPTION COMPENSATION PLAN (the “Plan”), adopted by
the Board of Directors on April 18, 2010, the Company hereby grants to the
Optionee, subject to the terms and conditions set forth or incorporated herein,
an option to purchase from the Company all or any part of an aggregate of
________ shares of its $.001 par value common stock, as such common stock is now
constituted, at the purchase price of $__ per share.  The provisions
of the Plan governing the terms and conditions of the Option granted hereby are
incorporated in full herein by reference.

    


    2.           Exercise

    


    The Option evidenced hereby shall be
exercisable in whole or in part on or after ____________ and on or
before______________________________, provided that the cumulative number of
shares of common stock as to which this Option may be exercised (except in the
event of death, retirement, or permanent and total disability, as provided in
paragraph 6.9 of the Plan) shall not exceed the following amounts:

    


    
      
        
          
            
              
                
                  
                    	
                            Cumulative
      Number

                          	 	
                            Prior
      to Date

                          
	
                            of Shares

                          	 	
                            (Note Inclusive of)

                          
	 	 	 
	 	 	 


                  

                

              

            

          

        

      

    

    


    The
Option evidenced hereby shall be exercisable by the delivery to and receipt by
the Company of (i)  written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii)  accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or by a combination thereof, and  (iii)  by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof.  In
the event fully paid and nonassessable common stock is submitted as whole or
partial payment for shares to be purchased hereunder, such common stock will be
valued at their Fair Market Value (as defined in the Plan) on the date such
shares received by the Company are applied to payment of the exercise
price.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Transferability

    


    The Option evidenced hereby is not
assignable or transferable by the Optionee other than by the Optionee's will or
by the laws of descent and distribution, as provided in paragraph 6.9 of the
Plan.  The Option shall be exercisable only by the Optionee during his
lifetime.

    


    
      
        
          	 
      	
                  Marketing
      Worldwide Corporation

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                	 
      
	
                  ATTEST:

                	
                  Title:

                	 
      


        

      

    

     

    


    
      
        

      

    

    Secretary

    


    Optionee hereby acknowledges receipt of
a copy of the Plan, attached hereto and accepts this Option subject to each and
every term and provision of such Plan.  Optionee hereby agrees to
accept as binding, conclusive and final, all decisions or interpretations of the
of the Board of Directors administering the Plan on any questions arising under
such Plan.  Optionee recognizes that if Optionee's employment with the
Company or any subsidiary thereof shall be terminated without cause, or by the
Optionee, prior to completion or satisfactory performance by Optionee (except as
otherwise provided in paragraph 6 of the Plan) all of the Optionee's rights
hereunder shall thereupon terminate; and that, pursuant to paragraph 6 of the
Plan, this Option may not be exercised while there is outstanding to Optionee
any unexercised Stock Option granted to Optionee before the date of grant of
this Option.

    


    
      
        
          
            	
                    Dated:
      ________

                  	
                       

                  	 	
                       

                  
	 
      	 
      	
                    Optionee

                  
	 
      	 
      	 
      
	 
      	 
      	
                       

                  
	 
      	 
      	
                    Print
      Name

                  
	 
      	 
      	 
      
	 
      	 
      	
                       

                  
	 
      	 
      	
                    Address

                  
	 
      	 
      	 
      
	 
      	 
      	
                       

                  
	 
      	 
      	
                    Social
      Security No.

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ATTACHMENT
B

     

    NOTICE OF
EXERCISE

    


    To:           Marketing
Worldwide Corporation

    


    (1)           The
undersigned hereby elects to purchase ________ shares of Common Shares (the
“Common Shares”), of Marketing Worldwide Corporation, a Delaware corporation
pursuant to the terms of the attached Stock Option Agreement, and tenders
herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.

     

    (2)           Please
issue a certificate or certificates representing said shares of Common Shares in
the name of the undersigned or in such other name as is specified
below:

    


    
      
        
          	
                     

                
	
                  (Name)

                
	 
      
	
                     

                
	
                  (Address)

                
	
                     

                


        

      

    

    


    Dated:

    


    
      
        
          
            	 
      	
                       

                  	 
	 
      	
                    Signature

                  	 


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Optionee:

                  	
                       

                  	 
      	
                    Date
      of Grant:

                  	
                       

                  


          

        

      

    

    


    SCHEDULE
I

    


    
      
        	
                DATE

              	 
      	
                SHARES PURCHASED

              	 
      	
                PAYMENT

                RECEIVED

              	 
      	
                UNEXERCISED

                SHARES

                REMAINING

              	 
      	
                ISSUING

                OFFICER

                INITIALS