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EXHIBIT 4.14
AMENDMENT NO. 4
TO THE
SERIES J WARRANT
AND
AMENDMENT NO. 2
TO THE
SERIES F WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
OF
MARKETING WORLDWIDE CORPORATION
THIS
AMENDMENT NO. 4 TO THE SERIES J WARRANT AND AMENDMENT NO. 2 TO
THE
SERIES F WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MARKETING
WORLDWIDE
CORPORATION (this "AMENDMENT"), dated as of July ___, 2008, is made
by and
between Marketing Worldwide Corporation, a Delaware corporation
(the "ISSUER"),
and Vision Opportunity Master Fund, Ltd. (the "HOLDER").
PRELIMINARY STATEMENT
WHEREAS,
the Issuer is the issuer and the Holder is the holder of a
certain Series J Warrant (as amended, the "SERIES J WARRANT") and a
certain
Series F Warrant (as amended, the "SERIES F WARRANT"), each to
purchase shares
of common stock of the Issuer, par value $0.001 per share (the
"COMMON STOCK"),
issued on April 23, 2007 (collectively, the "WARRANTS");
WHEREAS,
the Issuer and the Holder entered into Amendment No. 1 to the
Series J Warrant of Marketing Worldwide Corporation on September
27, 2007;
WHEREAS,
the Issuer and the Holder entered into Amendment No. 1 to the
Series F Warrant of Marketing Worldwide Corporation on September
27, 2007;
WHEREAS,
the Issuer and the Holder entered into Amendment No. 2 to the
Series J Warrant of the Marketing Worldwide Corporation on June 20,
2008;
WHEREAS,
the Issuer and the Holder entered into Amendment No. 3 to the
Series J Warrant of the Marketing Worldwide Corporation on July 1,
2008; and
WHEREAS,
the Issuer and the Holder desire to further amend certain
provisions of the Warrants as described herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending
to be
legally bound, hereby agree as follows:
1.
CAPITALIZED TERMS. Capitalized terms used, but not defined,
herein,
shall have the meanings ascribed to such terms in the Warrants, as
applicable.
1
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2.
AMENDMENTS TO WARRANTS. The Series J Warrant,
