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
