RETENTION AGREEMENT

Exhibit 3 Retention Agreement

RETENTION AGREEMENT

This Retention Agreement is entered on April 11, 2012 between Marketing Worldwide Corporation, a Delaware corporation, (the “Company”) and Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Winzkowski, and Xxxxxx Xxxxxxx (the “Executives”).

WHEREAS, it is in the best interest of the Company to enter this agreement with Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Winzkowski, and Xxxxxx Xxxxxxx to recognize the important and valuable services rendered to the Company by each person and to compensate each of them for the delays in payment of their cash compensation, plus the lost opportunities that each has given up in order to preserve and maintain the Company’s business operations for the benefit of the creditors, shareholders, and other stakeholders in the Company.

NOW, therefore, for good and valuable consideration, the Company and the Executives agree to the following.

The Company shall issue 16,904 shares of the Company’s Series D Super Voting Preferred Stock to Xxxxxxx Xxxxxxxxx. The Company shall issue 39,062 shares of the Company’s Series D Super Voting Preferred Stock to Xxxxxx Xxxxxxxx. The Company shall issue 31,156 shares of the Company’s Series D Super Voting Preferred Stock to Xxxxxxx Winzkowski. The Company shall issue 2,880 shares of the Company’s Series D Super Voting Preferred Stock to Xxxxxx Xxxxxxx.

The Executives, individually and jointly and severally, agree to sell any shares of Series D Super Voting Preferred Stock to the Company following cessation of their services at a price of Ten Cents ($.10) per share.

This Retention Agreement has been entered into as of the date set forth above.

Marketing Worldwide Corporation

By: /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx

Title: Chief Executive Officer

By: /s/ Xxxxxxx Xxxxxxxxx

Name: Xxxxxxx Xxxxxxxxx

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

By: /s/ Xxxxxxx Winzkowski

Name: Xxxxxxx Winzkowski

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx