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Exhibit (10)(1)


                              CONSULTING AGREEMENT


This Consulting agreement (the "Agreement") is made as of this 15th day of
August, 2003 by and between Consult & Coach US, Rainer Poertner, 730 Oxford
Avenue, Marina del Rey, CA 90292 ("Consultant") and Marketing Worldwide
Corporation, a Delaware corporation ("Company"), whose principal place of
business is 4695 MacArthur Court, Suite 1430, Newport Beach, CA 92660

WHEREAS:

1. Consultant is willing and capable of providing on a "best efforts" basis
various consulting services for potential business development, execution of a
"Reverse Merger" and fund raising activities for and on behalf of Company.

2. Company desires to retain Consultant as an independent consultant and
Consultant desires to be retained in that capacity upon the terms and conditions
hereinafter set forth.

3. The Company and Consultant acknowledge that Consultant currently owns 200,000
shares of the Company's common stock.

NOW THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.       CONSULTING SERVICES. Company hereby retains Consultant as an
         independent consultant to Company and Consultant hereby accepts and
         agrees to such retainer. Consultant shall render to Company services of
         an advisory or consultative nature in order to identify, generate and
         aid in the executing of potential business development opportunities
         for the Company, specifically executing all preparations for the
         execution of a "Reverse Merger", agreements to raise funds for the
         operations of the Company and/or other merger and acquisition
         opportunities, such as the Company being acquired by, or acquiring
         another entity. Consultant will from time to time issue verbal or
         written reports to inform Company on Consultant's activities.

2.       TIME, PLACE AND MANNER OF PERFORMANCE. Consultant shall be available
         for advice and counsel to the officers and directors of Company at such
         reasonable and convenient times and places as may be mutually agreed
         upon.

3.       TERM. The term of this Agreement shall commence as of the date hereof
         and continue until October 31, 2003 and then renew itself automatically
         for additional one-year terms, unless terminated in accordance with
         Paragraph 7 below. Entering into agreements with entities proposed by
         Consultant is at Company's discretion.


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4.       COMPENSATION. In consideration of these services, Company shall pay
         Consultant five percent in stock in the public entity being established
         (i.e. 5% of 10,000,000 shares = 500,000 shares) and seven and a half
         percent (7.5%) in cash of any cash amounts received pre or post of the
         merger transaction, or in common stock of any additional non-cash value
         created in connection with transactions initiated by the Consultant.
         While the decision to enter into any agreement is at the Company's sole
         discretion, the Company agrees not to unreasonably withdraw from
         execution of the reverse merger, if the terms are substantially similar
         to the terms outlined in Schedule A.

         The Company will pay consultant the amount of $4,000 per month, such
         payments to be made at the 1st of each month beginning immediately
         following the closing of any transaction or November 1, 2003. In
         addition Company will grant Consultant options to purchase 200,000
         shares of the common stock of the Company at a strike price to be
         mutually agreed upon no later than thirty (30) days after the execution
         of the merger and not to exceed 150% of the share price at that date,
         as a general consulting fee, such options to be issued at the request
         of the Consultant.

5.       VESTING. Any shares granted to the Consultant under this agreement will
         vest fully and immediately on the date of issuance.

6.       EXPENSES. All expenses incurred by Consultant in connection with the
         services, except Consultants general office expenses, will be borne by
         the Company; amounts in access of $500. - need to be approved in
         advance by Company.

7.       TERMINATION. This agreement may be terminated at any point after
         October 31, 2003, by Consultant or Company upon ninety (90) days prior
         written notice.

8.       DISCLOSURE OF INFORMATION. Consultant and Company both recognize and
         acknowledge that they have and may have access to certain confidential
         information that are valuable, special and unique assets and property
         of Consultant and Company and such affiliates. Both parties will not,
         during or after the term of this Agreement, disclose, without the prior
         written consent or authorization of the other party, any of such
         information to any person, except to representatives of parties, for
         any reason or purpose whatsoever. In this regard, the parties agree
         that such authorization or consent to disclosure may be conditioned
         upon the disclosure being made pursuant to a secrecy agreement,
         protective order, provision of statute, rule, regulation or procedure
         under which the confidentiality of the information is maintained in the
         hands of the person to whom the information is to be disclosed or in
         compliance with the terms of a judicial order or administrative
         process.

9.       NATURE OF RELATIONSHIP. It is understood and acknowledged by the
         parties that Company is retaining Consultant in an independent capacity
         and that in this connection Consultant hereby agrees not to enter into
         any agreement or incur any obligation on behalf of Company without the
         written consent of Company. Company acknowledges that Consultant is now
         and may in the future be involved in a number of business and
         investment activities for third parties in connection with which
         Consultant provides services similar to the services to be provided by
         Consultant hereunder and will continue to be involved in such
         activities.

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10.      CONFLICT OF INTEREST NONINTERFERENCE WITH BUSINESS. Consultant shall be
         free to perform services for other persons provided that it shall
         obtain Company's prior written approval if it intends to provide
         consulting services for any other person which may conflict with its
         obligations hereunder. Consultant also agrees not to disclose any
         confidential information to such persons and during and for a period of
         one (1) year immediately following the termination of this Agreement by
         either party, not to solicit or induce any employee or independent
         contractor or general business relationship to terminate or breach an
         employment, or to prevent and/or terminate a contractual or other
         relationship with Company.

11.      INDEMNIFICATION BY COMPANY. Company agrees to indemnify and hold
         harmless Consultant against any losses, claims, damages, liabilities
         and/or expenses (including any legal or other expenses reasonably
         incurred in investigating or defending any action or claim in respect
         thereof) to which Consultant may become subject to arising from this
         Agreement or the actions of Company or any of its directors, officers
         or affiliates. Company will comply with all of the applicable laws of
         the Securities Act of 1933 and the Securities Exchange Act of 1934, as
         amended.

12.      INDEMNIFICATION BY CONSULTANT. Consultant agrees to indemnify and hold
         harmless Consultant against any losses, claims, damages, liabilities
         and/or expenses (including any legal or other expenses reasonably
         incurred in investigating or defending any action or claim in respect
         thereof) to which the Consultant may become subject to arising from
         this Agreement or the actions of Consultant or any of its directors,
         officers or affiliates. Consultant will comply with all of the
         applicable laws of the Securities Act of 1933 and the Securities
         Exchange Act of 1934, as amended.

12.      WAIVER OF BREACH. Any waiver by either party of a breach of any
         provision of this Agreement by the other party shall not operate or be
         construed as a waiver of any subsequent breach by the other party.

13.      ASSIGNMENT. This Agreement and the rights and obligations of the
         parties hereunder shall not be assigned without the prior written
         approval of the other and shall inure to the benefit of and shall be
         binding upon their successors and assigns.

13.      SEVERABILITY. All agreements and covenants contained herein are
         severable, and in the event any of them shall be held to be invalid by
         any competent court, the Agreement shall be interpreted as if such
         invalid agreements or covenants were not contained herein.

14.      ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
         understanding and agreement of the parties and supersedes and replaces
         all prior understandings, agreements and negotiations between the
         parties. This Agreement is governed by the laws of California.

15.      WAIVERS AND MODIFICATION. Any waiver, alteration or modification of any
         of the provisions of this Agreement shall be valid only if made in
         writing and signed by the parties hereto. Each party hereto, from time
         to time, may waive any of its rights hereunder without affecting a
         waiver with respect to any subsequent occurrences or transactions
         hereof.

16.      COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed an original but both of which taken together
         shall constitute but one and the same document.



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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.





Rainer Poertner                             Marketing Worldwide Corporation


/s/ Rainer Poertner                         /s/ Richard O. Weed
------------------------------------        ------------------------------------
President                                   Richard O. Weed, President



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