STOCK PURCHASE AND SALE AGREEMENT

     THIS STOCK PURCHASE AND SALE AGREEMENT,  dated as of December ____, 1999 is
among  FUSION  NETWORKS,  INC.,  a  Delaware  corporation  (the  "Fusion"),  and
MARKETING SERVICES GROUP, INC., a Nevada corporation ("MSGI").

     WHEREAS,  Fusion is a newly  formed  corporation,  formed  and  capitalized
pursuant  to a business  plan,  a copy of which has been  provided  to MSGI (the
"Business Plan");

     WHEREAS,  Fusion  entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated August 18, 1999 with IDM Environmental Corp.  ("IDM"),  Fusion
Networks  Holdings,  Inc. (fka,  IDM/Fusion  Holdings,  Inc.)  ("Holdings")  and
IDM/FNI Acquisition  Corporation ("Merger  Subsidiary")  pursuant to which it is
contemplated  that the Merger  Subsidiary  will merge with and into  Fusion (the
"Merger")  with  both  Fusion  and IDM  becoming  wholly-owned  subsidiaries  of
Holdings and the  shareholders of Fusion  receiving one share of common stock of
Holdings  ("Holdings  Common  Stock") for each share of Fusion common stock held
(after giving  effect to a 1,000 for 1 stock split and a 17.7333333  for 1 stock
split carried out subsequent to the date of the Merger Agreement);

     WHEREAS, MSGI, through its subsidiaries is a vertically integrated provider
of direct and Internet marketing services to large and medium sized companies;

     WHEREAS,  management of Fusion and MSGI have entered into  negotiations and
agreed in principle as to the terms on which (1) MSGI would acquire,  and Fusion
would  issue,  3,500,000  shares of common  stock of Fusion in exchange  for the
issuance by MSGI to Fusion of  1,500,000  shares of common stock of MSGI and (2)
Fusion would grant to MSGI an option for a period of six months to acquire up to
an  additional  3,500,000  shares of common  stock of Fusion in exchange for the
issuance  by MSGI to Fusion of up to an  additional  1,500,000  shares of common
stock of MSGI on a pro rata basis in the case of a partial exercise; and

     WHEREAS,  the respective Boards of Directors of Fusion and MSGI, each have,
in light of and subject to the terms and conditions  set forth herein,  resolved
to deem this Agreement and the transactions contemplated hereby, taken together,
advisable  and  fair  to,  and  in  the  best  interests  of,  their  respective
stockholders.

     NOW, THEREFORE,  in consideration of the premises and the  representations,
warranties,  covenants  and  agreements  herein  contained,  and intending to be
legally bound hereby, Fusion and MSGI hereby agree as follows:

     SECTION  1.  Agreement  to Sell and  Purchase  the  Fusion  Shares and MSGI
Shares.  (a) At the Closing (as defined in Section 3), Fusion will sell to MSGI,
and MSGI will buy from Fusion,  upon the terms and  conditions  hereinafter  set
forth,  3,500,000  shares of common  stock,  $0.00001 par value,  of Fusion (the
"Fusion Shares").

     (b) At the Closing,  MSGI will deliver to Fusion 1,500,000 shares of common
stock,  $0.01 par value,  of MSGI (the "MSGI  Shares"),  delivery of which shall
constitute payment in full for the Fusion Shares (the "Purchase Price"). SECTION
2. Options. At the Closing, Fusion shall grant to MSGI the following options:


                                       1
<PAGE>

     (a) For a period of six months from the Closing  Date,  MSGI shall have the
option to purchase (the "Purchase Option") up to an additional  3,500,000 shares
of common stock of Fusion (the "Option  Shares") in exchange for the issuance by
MSGI to Fusion of up to an additional  1,500,000  shares of common stock of MSGI
(the  "MSGI  Option  Shares")  on a pro  rata  basis  in the  case of a  partial
exercise.

     (b) If the Merger has not been  consummated  on or before June 30, 2000, or
has otherwise been abandoned or terminated  prior to that date,  MSGI shall have
the option to put the Fusion Shares and the Option Shares,  if the Option Shares
have been  acquired,  to Fusion (the "Put Option") in exchange for the return to
MSGI of the MSGI Shares and the MSGI Option Shares.

     (c) Exercise of the Purchase Option or the Put Option shall be effected, at
the sole  discretion  of MSGI,  by the giving of written  notice.  Closing  with
respect  to the  exercise  of the  Purchase  Option or the Put  Option  shall be
effected, within five days after receipt by Fusion of written notice of exercise
of either such option, in a manner substantially identical to the procedures set
forth in Section 3 relating to closing.

     SECTION 3. Closing.  The  completion of the purchase and sale of the Fusion
Shares  (the  "Closing")  shall  occur at the  offices of Fusion,  or such other
location as Fusion and MSGI shall  agree,  at such time as Fusion and MSGI shall
agree (the "Closing Date"); provided,  however, that all appropriate filings and
clearance under the Hart-Scott-Radino Act shall have been made or received prior
to Closing, if required.

     (a) At the Closing, Fusion shall deliver to MSGI:

          (i) one or more stock  certificates,  or irrevocable  instructions  to
     Fusion's transfer agent in form satisfactory to MSGI to deliver to MSGI one
     or more  stock  certificates,  registered  in the name of MSGI,  or in such
     nominee name(s) as designated by MSGI, representing the Fusion Shares and

          (ii) a written confirmation of the Closing Date affirming the grant of
     the Purchase Option and the Put Option

     (b) At the  Closing,  MSGI  shall  deliver  to  Fusion  one or  more  stock
certificates,  or  irrevocable  instructions  to MSGI's  transfer  agent in form
satisfactory  to Fusion to deliver  to Fusion  one or more  stock  certificates,
registered  in the name of Fusion,  or in such nominee  name(s) as designated by
Fusion, representing the MSGI Shares.

     SECTION 4. Appointment of Director.  For a period of not less than one year
following the Closing Date, MSGI shall have the right to nominate one person for
election  to the  board of  directors  of  Fusion  and,  following  the  Merger,
Holdings.  Fusion  shall use all  reasonable  efforts to the  nominee of MSGI to
elected to the board of such companies.

     SECTION 5.  Representations,  Warranties  and  Covenants of Fusion.  Fusion
hereby represents and warrants to, and covenants with, MSGI as follows:

                                       2
<PAGE>


     5.1 Organization and Qualification.  Each of Fusion and its subsidiaries is
a corporation  duly organized,  validly  existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite  corporate power
and authority to conduct its business as currently conducted. Each of Fusion and
its subsidiaries is qualified to do business as a foreign  corporation and is in
good standing in each jurisdiction in which the failure to so qualify would have
a material  adverse  effect on the  operations  of Fusion and its  subsidiaries,
taken as a whole.

     5.2  Authorized  Capital  Stock;  Authorization  of  Securities.  (a) As of
November  23,  1999,  the  authorized  capital  stock of  Fusion  consisted  of:
60,000,000  shares of common stock  ("Common  Stock"),  of which (i)  29,613,333
shares were validly issued and are outstanding,  fully paid and  non-assessable,
(ii) 5,320,000 shares were reserved for issuance under the Fusion Networks, Inc.
1999 Stock Option Plan,  of which 825,000  options were issued and  outstanding,
and (iii) 5,739,330 shares were reserved for issuance under outstanding warrants
of Fusion.  Except as set forth  above,  at  November  23,  1999,  there were no
outstanding  securities  exercisable  for or convertible  into shares of capital
stock of Fusion.

          (b) The Fusion  Shares and the Option  Shares to be issued and sold by
     Fusion  to  MSGI  will  be,  upon  issuance  and  payment  therefor,   duly
     authorized,  validly issued,  fully paid and non-assessable and will not be
     subject to any preemptive or similar rights.

          (c) Upon  consummation  of the Merger,  the shares of Holdings  Common
     Stock to be issued to MSGI upon  surrender  of the  Fusion  Shares  and the
     Option Shares shall be, upon issuance,  duly  authorized,  validly  issued,
     fully paid and  non-assessable and will not be subject to any preemptive or
     similar rights.

     5.3 Due Execution,  Delivery and Performance of the Agreements.  Fusion has
full power and authority to enter into this  Agreement.  This Agreement has been
duly authorized,  executed and delivered by Fusion. Fusion's execution, delivery
and  performance  of this  Agreement  will  not  violate  (i) any  law,  rule or
regulation  applicable  to  Fusion  or any  of  its  subsidiaries  or  (ii)  the
Certificate of  Incorporation  or Bylaws of Fusion or any of its subsidiaries or
(iii) any provision of any  indenture,  mortgage,  agreement,  contract or other
instrument  to which  Fusion or any of its  subsidiaries  is a party or by which
Fusion or any of its  subsidiaries or any of their properties or assets is bound
as of the date hereof,  or result in a breach of or  constitute  (upon notice or
lapse of time or both) a default under any such indenture,  mortgage, agreement,
contract or other  instrument  or result in the  creation or  imposition  of any
lien, security interest,  mortgage, pledge, charge or other encumbrance upon any
properties or assets of Fusion or any of its  subsidiaries,  except, in the case
of such clause (iii),  where such violation,  breach or default would not have a
material  adverse  effect  on the  business,  properties,  prospects,  condition
(financial or  otherwise),  net worth or results of operations of Fusion and its
subsidiaries taken as a whole (a "Material Adverse Effect").  Upon execution and
delivery (assuming the valid execution thereof by the respective parties thereto
other  than  Fusion),  this  Agreement  will  constitute  a  valid  and  binding
obligation of Fusion,  enforceable in accordance  with their  respective  terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                                       3
<PAGE>

     5.4  Litigation.  There is no action,  suit or proceeding  before or by any
court or governmental agency or body, domestic or foreign,  now pending,  or, to
the knowledge of Fusion,  threatened,  against or affecting Fusion or any of its
subsidiaries which might result in any material adverse change in the condition,
financial  or  otherwise,  or in the  earnings,  business  affairs  or  business
prospects  of Fusion  and its  subsidiaries,  taken as a whole,  or which  might
materially  and  adversely  affect  their  property  or  assets  or which  might
materially and adversely affect the consummation of this Agreement;  all pending
legal or governmental  proceedings to which Fusion or any of its subsidiaries is
a party or of which any of their  property or assets is the  subject,  including
ordinary routine litigation  incidental to the business,  are, considered in the
aggregate, not material to the business of Fusion and its subsidiaries, taken as
a whole.

     5.5 No Material Change; No Material Misstatement or Omission. (a) As of the
date  hereof,  there  has  been no  material  adverse  change  in the  financial
condition,  business or results of  operations  of Fusion  since the date of the
Business Plan.  Since the date of the Business  Plan,  neither Fusion nor any of
its  subsidiaries  has  incurred,  other  than  in the  ordinary  course  of its
business, any material liabilities or obligations, direct or contingent, nor has
Fusion  or any of its  subsidiaries  paid or  declared  any  dividends  or other
distributions on their capital stock; and, with the exception of (i) a 1,000 for
1 stock split  effective  August 23, 1999,  (ii) a 17.7333333  for 1 stock split
effective  November 18, 1999, and (iii) the sale of approximately  $9,000,000 of
Units in a private placement,  there has been no change in the capital stock or,
long-term debt or, any increase in the short-term  borrowings (other than in the
ordinary  course of business) of Fusion or any  material  adverse  change to the
business, properties, assets, net worth, condition (financial or other), results
of  operations  or  prospects of Fusion and its  subsidiaries,  taken as a whole
(other  than  the  continuing  losses  from  operations  and  the  corresponding
reduction of net worth).

          (b) As of the date thereof,  the Business Plan,  including all addenda
     and exhibits  thereto,  does not contain any untrue statement of a material
     fact or omit to state a  material  fact  required  to be stated  therein or
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances under which they were made, not misleading.

     5.6  No  Consents,  Etc.  No  consent,  approval,   authorization,   order,
registration,  filing, qualification,  license or permit of or with any court or
any public, governmental,  or regulatory agency or body having jurisdiction over
Fusion  or any of its  subsidiaries  or any of their  respective  properties  or
assets is required for the execution, delivery and performance of this Agreement
or the consummation of the transactions  contemplated hereby, except for such as
may be required by under state  securities or Blue Sky laws in  connection  with
the purchase and distribution of the Fusion Shares and the Option Shares.

     5.7  Securities  Law  Compliance.  Assuming the compliance by MSGI with its
representations and warranties set forth herein and in the other Agreements, the
issuance,  offer and sale by Fusion to MSGI of the Fusion  Shares and the Option
Shares  is exempt  from the  registration  requirements  of the  Securities  Act
pursuant to Section 4(2) or 3(b) thereof.

     5.8 The Merger and IDM. The execution of this Agreement and  performance of
the terms set forth  herein by Fusion will not  constitute a breach of the terms
of the Merger with IDM and Fusion has  obtained,  or prior to the  Closing  Date
will  obtain,  all  required  consents  of IDM to  carry  out the  terms of this
Agreement.

                                       4
<PAGE>

     5.9 Investment  Representations.  In connection  with its acceptance of the
MSGI Shares as payment of the Purchase  Price with respect to the Fusion Shares,
and the MSGI Option Shares as payment with respect to the Option Shares,  Fusion
represents and warrants to, and covenants with, MSGI as follows:

          (a) Fusion is knowledgeable,  sophisticated and experienced in making,
     and is qualified to make,  decisions  with respect to investments in shares
     presenting an investment  decision like that involved in accepting the MSGI
     Shares as payment of the Purchase Price,  and acceptance of the MSGI Option
     Shares as  payment  for the Option  Shares,  and has  requested,  received,
     reviewed and  considered  all  information  it deems  relevant in making an
     informed decision to accept the MSGI Shares and MSGI Option Shares;

          (b) Fusion is acquiring the MSGI Shares,  and the MSGI Option  Shares,
     in the  ordinary  course  of its  business  and  for its  own  account  for
     investment only and with no present  intention of distributing  any of such
     MSGI Shares,  or MSGI Option Shares,  or any  arrangement or  understanding
     with any other persons  regarding the distribution or purchase of such MSGI
     Shares or MSGI Option Shares;

          (c)Fusion  will not,  directly or indirectly,  offer,  sell,  pledge,
     transfer or otherwise dispose of (or solicit any offers to buy, purchase or
     otherwise  acquire  or take a  pledge  of) any of the MSGI  Shares  or MSGI
     Option  Shares  except in compliance  with the  Securities  Act of 1933, as
     amended (the "Securities  Act"), and the rules and regulations  promulgated
     thereunder  and  under the  Exchange  Act,  and the  rules and  regulations
     promulgated thereunder, and the terms and conditions of this Agreement;

          (d) Fusion,  in connection with its decision to accept the MSGI Shares
     and  MSGI  Option  Shares,  has  reviewed  all  filings  of MSGI  with  the
     Securities  and  Exchange  Commission  (the  "SEC")  or with  other  public
     agencies and has been given the  opportunity to ask questions of management
     of MSGI to the extent it deems  necessary  to enter  into the  transactions
     contemplated  hereby and has relied solely upon its own  investigation  and
     the  reports  filed  by MSGI  with  the SEC  and  the  representations  and
     warranties of MSGI contained in writing herein, and has not relied upon any
     other statements,  representations,  warranties, covenants or assurances of
     MSGI;

          (e) Fusion understands that (i) the MSGI Shares and MSGI Option Shares
     are not a liquid  investment,  (ii) it may sell or  otherwise  transfer the
     MSGI  Shares  or  MSGI  Option  Shares  only if  such  transaction  is duly
     registered  under the Securities Act, or pursuant to an opinion of counsel,
     satisfactory  to MSGI and its  counsel,  to the  effect  that  such sale or
     transfer may be made in the absence of  registration  under the  Securities
     Act and (iii) the MSGI  Shares and MSGI  Option  Shares  will be subject to
     stop  transfer  instructions  and will  contain  legends  to the  following
     effect:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.   THE
          SECURITIES  HAVE BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE SOLD,
          TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  EITHER  AN  EFFECTIVE
          REGISTRATION  STATEMENT FOR THESE SHARES UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  OR AN OPINION OF COUNSEL THAT  REGISTRATION  IS NOT
          REQUIRED   UNDER  SAID  ACT.  THE   SECURITIES   REPRESENTED  BY  THIS
          CERTIFICATE  ARE  SUBJECT  TO THE TERMS OF A STOCK  PURCHASE  AND SALE
          AGREEMENT DATED DECEMBER ___, 1999,  INCLUDING THE PROVISIONS OF A PUT
          OPTION INCLUDED IN SAID AGREEMENT.

                                       5
<PAGE>

     SECTION  6.  Representations,   Warranties  and  Covenants  of  MSGI.  MSGI
represents and warrants to, and covenants with, Fusion as follows:

     6.1 Organization and Qualification.  Each of MSGI and its subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation  and has all requisite  corporate power and
authority to conduct its business as currently  conducted.  Each of MSGI and its
subsidiaries is qualified to do business as a foreign corporation and is in good
standing in each  jurisdiction  in which the failure to so qualify  would have a
material adverse effect on the operations of MSGI and its subsidiaries, taken as
a whole.

     6.2 Authorized Capital Stock;  Authorization of Securities.  (a) As of June
30, 1999, the authorized  capital stock of MSGI consisted of:  75,000,000 shares
of common  stock,  of which (i)  22,513,772  shares were validly  issued and are
outstanding,  fully paid and  non-assessable,  including  423,894 shares held in
treasury,  (ii) 1,000,000 shares were reserved for issuance under the 1999 Stock
Option  Plan,  of which  190,000  options  were  issued and  outstanding,  (iii)
2,960,053  shares were reserved for issuance under older option plans or nonplan
options and (iv) 204,185  shares were  reserved for issuance  under  outstanding
warrants  of MSGI.  In  addition,  MSGI is a party to an  Agreement  and Plan of
Merger,  dated  July 8, 1999 with GCG Merger  Corp.,  and  Grizzard  Advertising
Incorporated  ("Grizzard")  pursuant to which it shall issue  $50,000,000 of its
common stock  pursuant to a market  valuation  calculation  as set forth in such
agreement.  MSGI  is also a party  to  certain  agreements  with GE  Capital  as
described in the MSGI SEC Reports.  Except as set forth above or in the MSGI SEC
Reports, at June 30, 1999, there were no outstanding  securities exercisable for
or convertible into shares of capital stock of MSGI.

          (b) The MSGI Shares to be issued to Fusion as payment of the  Purchase
     Price,  and the MSGI  Option  Shares to be issued as payment for the Option
     Shares,  will be, upon  issuance  and payment  therefor,  duly  authorized,
     validly issued,  fully paid and  non-assessable  and will not be subject to
     any preemptive or similar rights.

     6.3 Due Execution,  Delivery and  Performance of the  Agreements.  MSGI has
full power and authority to enter into this  Agreement.  This Agreement has been
duly authorized,  executed and delivered by MSGI. MSGI's execution, delivery and
performance  of this  Agreement will not violate (i) any law, rule or regulation
applicable  to  MSGI  or  any  of its  subsidiaries  or  (ii)  the  Articles  of
Incorporation  or  Bylaws  of  MSGI  or any of its  subsidiaries  or  (iii)  any
provision of any indenture, mortgage, agreement, contract or other instrument to
which MSGI or any of its  subsidiaries is a party or by which MSGI or any of its
subsidiaries  or any of  their  properties  or  assets  is  bound as of the date
hereof,  or result in a breach of or constitute (upon notice or lapse of time or
both) a default under any such indenture, mortgage, agreement, contract or other
instrument  or result  in the  creation  or  imposition  of any  lien,  security
interest,  mortgage,  pledge, charge or other encumbrance upon any properties or
assets of MSGI or any of its  subsidiaries,  except,  in the case of such clause
(iii), where such violation, breach or default would not have a material adverse
effect  on  the  business,   properties,   prospects,  condition  (financial  or
otherwise),  net worth or results  of  operations  of MSGI and its  subsidiaries
taken as a whole (a "Material  Adverse  Effect").  Upon  execution  and delivery
(assuming the valid  execution  thereof by the respective  parties thereto other
than MSGI),  this  Agreement will  constitute a valid and binding  obligation of
MSGI,   enforceable  in  accordance  with  their  respective  terms,  except  as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                                       6
<PAGE>

     6.4  Litigation.  There is no action,  suit or proceeding  before or by any
court or governmental agency or body, domestic or foreign,  now pending,  or, to
the  knowledge  of MSGI,  threatened,  against or  affecting  MSGI or any of its
subsidiaries which might result in any material adverse change in the condition,
financial  or  otherwise,  or in the  earnings,  business  affairs  or  business
prospects  of MSGI  and its  subsidiaries,  taken as a  whole,  or  which  might
materially  and  adversely  affect  their  property  or  assets  or which  might
materially and adversely affect the consummation of this Agreement;  all pending
legal or governmental  proceedings to which MSGI or any of its subsidiaries is a
party or of which any of their  property  or assets  is the  subject,  including
ordinary routine litigation  incidental to the business,  are, considered in the
aggregate, not material to the business of MSGI and its subsidiaries, taken as a
whole.

     6.5 SEC Reports;  Financial Statements.  MSGI has filed all required forms,
reports  and  documents  with the SEC since  January 1, 1999,  each of which has
complied  in all  material  respects  with all  applicable  requirements  of the
Securities  Act and the Exchange Act, each as in effect on the dates such forms,
reports and documents were filed. MSGI has heretofore  provided to Fusion access
to all reports,  proxy  statements and other filings with the SEC (including any
amendments  thereto)(the  "MSGI SEC  Reports").  None of such forms,  reports or
documents,  including, without limitation, any financial statements or schedules
included or incorporated by reference therein, contained, when filed, any untrue
statement of a material  fact or omitted to state a material fact required to be
stated or  incorporated  by reference  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The consolidated  financial statements included in the MSGI SEC
Reports complied as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto  and fairly  present,  in  conformity  with GAAP on a  consistent  basis
(except as may be indicated in the notes thereto),  the  consolidated  financial
position of MSGI and its  consolidated  subsidiaries as of the dates thereof and
their  consolidated  results of operations and changes in financial position for
the periods then ended (subject,  in the case of the unaudited interim financial
statements,  to normal year-end  adjustments).  Since January 1, 1999, there has
not been any change,  or any  application or request for any change,  by MSGI or
any of its  subsidiaries  in  accounting  principles,  methods or  policies  for
financial accounting or tax purposes.

     6.6 No Material Change.  As of the date hereof,  there has been no material
adverse change in the financial condition,  business or results of operations of
MSGI  since June 30,  1999.  Since June 30,  1999,  neither  MSGI nor any of its
subsidiaries  has incurred,  other than in the ordinary  course of its business,
any material liabilities or obligations,  direct or contingent,  nor has MSGI or
any of its subsidiaries paid or declared any dividends or other distributions on
their  capital  stock;  and,  there has been no change in the capital  stock or,
long-term debt or, any increase in the short-term  borrowings (other than in the
ordinary  course of  business)  of MSGI or any  material  adverse  change to the
business, properties, assets, net worth, condition (financial or other), results
of operations or prospects of MSGI and its subsidiaries, taken as a whole (other
than the continuing  losses from operations and the  corresponding  reduction of
net worth).

                                       7
<PAGE>

     6.7  No  Consents,  Etc.  No  consent,  approval,   authorization,   order,
registration,  filing, qualification,  license or permit of or with any court or
any public, governmental,  or regulatory agency or body having jurisdiction over
MSGI or any of its subsidiaries or any of their respective  properties or assets
is required for the execution, delivery and performance of this Agreement or the
consummation of the transactions  contemplated hereby, except for such as may be
required  by under  state  securities  or Blue Sky laws in  connection  with the
purchase  and  distribution  of the  MSGI  Shares,  except  for the  consent  of
Grizzard, which has been obtained.

     6.8 Securities Law  Compliance.  Assuming the compliance by Fusion with its
representations and warranties set forth herein and in the other Agreements, the
issuance by MSGI to Fusion of the MSGI Shares,  and the MSGI Option  Shares,  is
exempt from the  registration  requirements  of the  Securities  Act pursuant to
Section 4(2) or 3(b) thereof.

     6.9 Investment  Representations.  In connection  with the offer and sale of
the Fusion Shares and the Option  Shares,  MSGI  represents and warrants to, and
covenants with, Fusion as follows:

          (a) MSGI is  knowledgeable,  sophisticated  and experienced in making,
     and is qualified to make,  decisions  with respect to investments in shares
     presenting an investment decision like that involved in the purchase of the
     Fusion Shares and the Option Shares and has requested,  received,  reviewed
     and  considered  all  information  it deems  relevant in making an informed
     decision to purchase the Fusion Shares and the Option Shares;

          (b) MSGI is acquiring the Fusion Shares, and the Option Shares, in the
     ordinary course of its business and for its own account for investment only
     and with no present intention of distributing any of such Fusion Shares, or
     Option Shares,  or any arrangement or understanding  with any other persons
     regarding the  distribution  or purchase of such Fusion  Shares,  or Option
     Shares;

          (c) MSGI  will not,  directly  or  indirectly,  offer,  sell,  pledge,
     transfer or otherwise dispose of (or solicit any offers to buy, purchase or
     otherwise  acquire or take a pledge of) any of the Fusion Shares, or Option
     Shares,  except in  compliance  with the  Securities  Act and the rules and
     regulations  promulgated  thereunder  and under the  Exchange  Act, and the
     rules and regulations promulgated thereunder,  and the terms and conditions
     of this Agreement;

          (d) MSGI,  in  connection  with its  decision to  purchase  the Fusion
     Shares, and the Option Shares, has been provided with the Business Plan and
     has had such access to financial and other  information  concerning  Fusion
     and the Fusion Shares,  and Option Shares,  as it deemed necessary to enter
     into the transactions  contemplated hereby, including an opportunity to ask
     questions and request  information from Fusion and its management,  and all
     such  questions have been answered and all  information  requested has been
     provided to the  satisfaction  of MSGI, and MSGI has relied solely upon its
     own  investigation  and  the   representations  and  warranties  of  Fusion
     contained in writing herein,  and has not relied upon any other statements,
     representations, warranties, covenants or assurances of Fusion.

                                       8
<PAGE>
          (e) MSGI understands and acknowledges that Fusion is newly formed, has
     no  operating  history  and  limited  financial  resources  and there is no
     assurance  that Fusion can carry out its business  plan as described in the
     Business  Plan  or  that  the  Merger  will  be  consummated  on the  terms
     described,  or at all,  in which  case,  MSGI will  continue to hold common
     stock of Fusion,  for which no liquid  market  exists,  and, in which case,
     MSGI may be required to hold the Fusion Shares,  and the Option Shares, for
     an indefinite period of time; and

          (f) MSGI  understands  that  (i) the  Fusion  Shares,  and the  Option
     Shares, are not a liquid investment, (ii) it may sell or otherwise transfer
     the Fusion Shares, and the Option Shares,  only if such transaction is duly
     registered  under the Securities Act, or pursuant to an opinion of counsel,
     satisfactory  to Fusion and its  counsel,  to the effect  that such sale or
     transfer may be made in the absence of  registration  under the  Securities
     Act and (iii) the Fusion Shares, and the Option Shares,  will be subject to
     stop  transfer  instruction  and will  contain  a legend  to the  following
     effect:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.   THE
          SECURITIES  HAVE BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE SOLD,
          TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  EITHER  AN  EFFECTIVE
          REGISTRATION  STATEMENT FOR THESE SHARES UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  OR AN OPINION OF COUNSEL THAT  REGISTRATION  IS NOT
          REQUIRED UNDER SAID ACT.

          THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO THE
          TERMS OF A STOCK PURCHASE AND SALE AGREEMENT DATED DECEMBER ___, 1999,
          INCLUDING THE PROVISIONS OF A PUT OPTION INCLUDED IN SAID AGREEMENT.

     SECTION  7.  Survival  of   Representations,   Warranties  and  Agreements.
Notwithstanding  any  representation  made by any party to this  Agreement,  all
covenants, agreements, representations and warranties made by Fusion and MSGI in
writing  herein shall survive the execution of this  Agreement,  the delivery to
MSGI of the  Fusion  Shares  being  purchased,  and the Option  Shares,  and the
delivery to Fusion of the MSGI Shares,  and the MSGI Option  Shares,  in payment
therefor.

     SECTION 8. Lock-Up Agreement. (a) MSGI agrees that it will not, without the
prior written consent of Fusion,  directly or indirectly,  offer, offer to sell,
grant an  option  for the sale of,  transfer,  assign,  pledge,  hypothecate  or
otherwise  encumber  any  securities  of  Fusion  whether  or  not  owned  by or
registered in the name of or beneficially owned by MSGI, or otherwise dispose of
any interest therein prior to the first anniversary of the Closing Date.

          (b) Fusion agrees that it will not,  without the prior written consent
     of MSGI, directly or indirectly,  offer, offer to sell, grant an option for
     the sale of, transfer,  assign,  pledge,  hypothecate or otherwise encumber
     any securities of MSGI whether or not owned by or registered in the name of
     or  beneficially  owned by Fusion,  or  otherwise  dispose of any  interest
     therein prior to the first anniversary of the Closing Date.

                                       9
<PAGE>
          (c) In order to enforce the "lock-up"  requirements of this provision,
     the certificates  evidencing the Fusion Shares, the Option Shares, the MSGI
     Shares,  and the MSGI Option  Shares shall bear a legend with shall read as
     follows:

          THE  SHARES  EVIDENCED  HEREBY  ARE  SUBJECT  TO A  LOCK-UP  AGREEMENT
          PURSUANT TO WHICH SUCH SHARES MAY NOT BE SOLD, ASSIGNED,  TRANSFERRED,
          PLEDGED,  HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF WITHOUT  THE PRIOR
          WRITTEN  CONSENT OF THE ISSUING  COMPANY PRIOR TO  __________________,
          2000.

          (d) Each of MSGI  and  Fusion  agree  that if any  request  is made to
     shorten the "lock-up"  period provided for in this Section 7, such request,
     and any agreement to so shorten said period,  shall be reciprocal as to the
     same relative amount of shares on a percentage basis.

     SECTION 9. Broker's Fee. No broker, finder or investment banker is entitled
to any brokerage,  finder's or other fee or commission or expense  reimbursement
in connection  with the  transactions  contemplated by this Agreement based upon
arrangements made by and on behalf of Fusion or MSGI or any of their affiliates.

     SECTION  10.   Notices.   All   notices,   requests,   consents  and  other
communications  hereunder  shall be in writing,  shall be by telecopier,  with a
copy being mailed by a nationally  recognized  overnight  express  courier,  and
shall be deemed  given when  receipt is  acknowledged  by transmit  confirmation
report and shall be addressed as follows:

                  (a)      if to Fusion, to:

                           Fusion Networks, Inc.
                           8115 N.W. 29th Street
                           Miami, Florida 33122
                           Attn: Hernando Bahamon, President
                           Telephone:  (305) 477-6701
                           Telecopier: (305) 477-6703

or to such other person at such other place as Fusion shall designate to MSGI in
writing;

                  (b)      if to MSGI, to:

                           Marketing Services Group, Inc.
                           333 Seventh Avenue
                           New York, New York 10001
                           Attn: Jeremy Barbara, President
                           Telephone: (917) 339-7100
                           Telecopier: (917) 339-7111

or at such other  address or addresses  as may have been  furnished to Fusion in
writing.

                                       10
<PAGE>
     SECTION 11.  Changes.  This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by Fusion and MSGI.

     SECTION  12.  Headings.  The  headings  of the  various  sections  of  this
Agreement have been inserted for  convenience of reference only and shall not be
deemed to be part of this Agreement.

     SECTION 13. Severability. In case any provision contained in this Agreement
should be  invalid,  illegal or  unenforceable  in any  respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

     SECTION  14.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance with the laws of the State of Florida (without reference
to its rules as to conflicts of law) and the federal law of the United States of
America.

     SECTION 15.  Counterparts.  This  Agreement  may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument,  and shall become effective
when  one or more  counterparts  have  been  signed  by each  party  hereto  and
delivered  to the other  parties.  Facsimile  signatures  are  considered  to be
originals and shall have the same effect.

     SECTION 16. Entire Agreement.  This Agreement is intended by the parties as
a final  expression  of  their  agreement  and  intended  to be a  complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained  herein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly  authorized  representatives  as of the day and year  first  above
written.

FUSION NETWORKS, INC.                       MARKETING SERVICES GROUP, INC.


By:_______________________                   By:____________________________
Name: Hernando Bahamon                       Name: Jeremy Barbara
Title: President                             Title: President

                                       11