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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