Exhibit 4.2
[LETTERHEAD OF VINTAGE FILINGS, LLC]
October 27, 2004
Marx Toys, Inc.
RE: CONTRACT FOR EDGAR SERVICES
I would like to take this opportunity to introduce you to a package
program of EDGAR services from Vintage Filings, LLC as a method of saving your
public company the typical costs associated with EDGAR filings and SEC reporting
requirements.
I. CONSULTING SERVICES
Vintage Filings hereby agrees to provided the following consulting and
advisory services to your Company: review your Company's filing history
throughout the prior twelve month period and, while taking into consideration
the new requirements of Sarbanes Oxley, determine a cost effective plan to
edgarize the filings you are likely to require over the next 12 months. We will
provide you, on a timely basis, with updates regarding SEC edgar filing software
and new developments with regard to SEC filing forms and HTML requirements. If
needed, we can train the Company how to file Section 16 reporting requirements
(Forms 3, 4 and 5 ) on-line and assist in obtaining edgar access codes for the
Company's officers, directors and 10% shareholders. We will also assist in
formatting filings which may include Forms 3, 4, 5, 13Gs, 13Ds, S-8, 8K, 10Q,
10K, S-3, SB-2, S-2 and proxy statements. In analyzing your expected costs we
have taken into account the typical costs associated with
- text and tabular pages
- amended proofs and changed pages / expedited fees
- test filing and real time live filing fees
- all email distributions of PDF EDGAR proofs
- all facsimile transmissions of EDGAR proofs
- all 12b25 and NT-10K extension forms - SEC filing of a Form ID
II. FEES
As part of this Agreement, we agree to provide the above-described, unlimited,
edgarizing services for the Company's SEC filings for 12 months. In return for
these services, you hereby agree to issue, to our below named individuals,
shares of the Company's Common Stock to be registered under Form S-8 in the
following amounts:
- 4,400,000 shares to be registered in the name of
Shai Z. Stern -
43 Maple Avenue
Cedarhurst, NY 11516
- 4,400,000 shares to be registered in the name of
Seth Farbman -
301 Eastwood Road
Woodmere, NY 11598
Such shares must be registered on a Form S-8 registration statement within 15
days from the date hereof.
We would appreciate the opportunity to further develop our long-term
relationship and be of service to you and your Company. Please feel free to
contact us at (212) 730-4302 or via email at efilings@vfilings.com. Please
confirm agreement by signing and faxing to 646.349.9655. We look forward to
beginning of a mutually beneficial relationship.
Best wishes,
Seth A. Farbman, Esq.
Co-Chairman and President
AGREED:
COMPANY:
/s/ Robert Banberry
By: _________________________________________