EXCHANGE AGREEMENT

<PAGE>
EXHIBIT 10.25

                               EXCHANGE AGREEMENT

      This Exchange Agreement (this "AGREEMENT") is dated as of July 11, 2008,
by and between Marketing Worldwide Corporation, a Delaware corporation (the
"COMPANY"), and Vision Opportunity Master Fund, Ltd., a holder of certain
warrants issued by the Company (the "HOLDER").

                                    RECITALS:

      WHEREAS, the Holder currently holds the specific classes and number of
warrants listed on EXHIBIT A (collectively, the "WARRANTS") to purchase shares
of the Company's common stock, par value $0.001 per share (the "COMMON STOCK"),
issued by the Company to the Holder pursuant to a Series A Convertible Preferred
Stock Purchase Agreement of the Company dated as of April 23, 2007 (the
"PURCHASE AGREEMENT"). Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Purchase Agreement.

      WHEREAS, subject to the terms and conditions set forth herein, the Company
and the Holder desire to cancel and terminate the Warrants in full and exchange
the Warrants for shares of the Company's newly issued Series B Convertible
Preferred Stock, par value $0.001 per share (the "SERIES B PREFERRED STOCK"), at
the exchange rate set forth on EXHIBIT A.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby agreed and acknowledged, the parties hereto
hereby agree as follows:

                                   AGREEMENT:

      1. CANCELLATION OF THE WARRANTS; EXCHANGE OF WARRANTS FOR SERIES B
PREFERRED STOCK.

            (a) In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this Agreement,
the Holder and the Company agree to the cancellation of the Warrants and the
exchange of the Warrants into newly issued shares of Series B Preferred Stock in
the amounts set forth on EXHIBIT A attached hereto.

            (b) The closing under this Agreement (the "CLOSING") shall take
place at the offices of Sadis & Goldberg LLP, 551 Fifth Avenue, 21st Floor, New
York, NY 10176 upon the satisfaction or waiver of each of the conditions set
forth in Sections 4 and 5 hereof (the "CLOSING DATE"). At the Closing, the
Company shall issue to the Holder the shares of Series B Preferred Stock and the
Holder shall deliver to the Company for cancellation the Warrants.

            (c) The designation, rights, preferences and other terms and
provisions of the Series B Preferred Stock are set forth in the Certificate of
Designation of the Relative Rights and Preferences of the Series B Convertible
Preferred Stock attached hereto as EXHIBIT B (the "CERTIFICATE OF DESIGNATION").

            (d) The shares of Series B Preferred Stock issuable upon the
exchange of the Warrants and the shares of Common Stock issuable upon conversion
of the Series B Preferred Stock are sometimes collectively referred to herein as
the "SECURITIES".


                                       1
<PAGE>

      2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDER. The Holder
hereby makes the following representations and warranties to the Company, and
covenants for the benefit of the Company:

            (a) The Holder is a corporation, limited liability company or
partnership duly incorporated or organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization.

            (b) This Agreement has been duly authorized, validly executed and
delivered by the Holder and is a valid and binding agreement and obligation of
the Holder enforceable against the Holder in accordance with its terms, subject
to limitations on enforcement by general principles of equity and by bankruptcy
or other laws affecting the enforcement of creditors' rights generally, and the
Holder has full power and authority to execute and deliver the Agreement and the
other agreements and documents contemplated hereby and to perform its
obligations hereunder and thereunder.

            (c) The Holder understands that the Securities are being offered and
sold to it in reliance on specific provisions of Federal and state securities
laws and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
the Holder set forth herein for purposes of qualifying for exemptions from
registration under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), and applicable state securities laws. The Holder understands that no
United States federal or state agency or any government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.

            (d) The Holder is an "accredited investor" (as defined in Rule 501
of Regulation D), and the Holder has such experience in business and financial
matters that it is capable of evaluating the merits and risks of an investment
in the Securities. The Holder is not required to be registered as a
broker-dealer under Section 15 of the Securities Exchange Act of 1934, as
amended, and the Holder is not a broker-dealer. The Holder acknowledges that an
investment in the Securities is speculative and involves a high degree of risk.

            (e) The Holder is acquiring the Securities solely for its own
account and not with a view to or for sale in connection with distribution. The
Holder does not have a present intention to effect any distribution of any of
the Securities to or through any person or entity; PROVIDED, HOWEVER, that by
making the representations herein, the Holder does not agree to hold the
Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with Federal and state
securities laws applicable to such disposition. The Holder acknowledges that it
(i) has such knowledge and experience in financial and business matters such
that the Holder is capable of evaluating the merits and risks of the Holder's
investment in the Company, (ii) is able to bear the financial risks associated
with an investment in the Securities and (iii) has been given full access to
such records of the Company and its subsidiaries and to the officers of the
Company and the subsidiaries as it has deemed necessary or appropriate to
conduct its due diligence investigation.


                                       2
<PAGE>

            (f) The offer and sale of the Securities is intended to be exempt
from registration under the Securities Act, by virtue of Section 4(2) thereof.
The Holder understands that the Securities purchased hereunder have not been,
and may never be, registered under the Securities Act and that none of the
Securities can be sold or transferred unless they are first registered under the
Securities Act and such state and other securities laws as may be applicable or
the Company receives an opinion of counsel reasonably acceptable to the Company
that an exemption from registration under the Securities Act is available (and
then the Securities may be sold or transferred only in compliance with such
exemption and all applicable state and other securities laws). The Holder
acknowledges that it is familiar with Rule 144 of the rules and regulations of
the Commission, as amended, promulgated pursuant to the Securities Act ("RULE
144"), and that the Holder has been advised that Rule 144 permits resales only
under certain circumstances. The Holder understands that to the extent that Rule
144 is not available, the Holder will be unable to sell any Securities without
either registration under the Securities Act or the existence of another
exemption from such registration requirement.

            (g) The Holder has not employed any broker or finder or incurred any
liability for any brokerage or investment banking fees, commissions, finders'
structuring fees, financial advisory fees or other similar fees in connection
with any of the transactions contemplated by this Agreement.

            (h) The Holder acknowledges that the Securities were not offered to
the Holder by means of any form of general or public solicitation or general
advertising, or publicly disseminated advertisements or sales literature,
including (i) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media, or broadcast over
television or radio, or (ii) any seminar or meeting to which the Holder was
invited by any of the foregoing means of communications. The Holder, in making
the decision to purchase the Securities, has relied upon independent
investigation made by it and the representations, warranties and agreements set
forth in this Agreement and the other transaction documents and has not relied
on any information or representations made by third parties.

            (i) The Holder acknowledges ownership of 3,500,000 shares of the
Company's Series A Preferred Stock and hereby waives any dilution protection or
full ratchet adjustment protection provided by the Certificate of Designation of
the Relative Rights and Preferences of the Series A Convertible Preferred Stock
of the Company, that might be triggered by this Exchange Agreement and/or any
Amendments to the Series J Warrant and Series F Warrant or through the exercise
of the Series J Warrant and Series F Warrant, as amended.

      3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company
represents and warrants to the Holder, and covenants for the benefit of the
Holder, as follows:

            (a) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as currently conducted, and is duly registered and
qualified to conduct its business and is in good standing in each jurisdiction
or place where the nature of its properties or the conduct of its business
requires such registration or qualification, except where the failure to
register or qualify would not have a Material Adverse Effect. For purposes of
this Agreement, "MATERIAL ADVERSE EFFECT" shall mean any effect on the business,
results of operations, prospects, assets o