EXHIBIT 10.2

                               SECURITY AGREEMENT

         SECURITY AGREEMENT, dated as of June 26, 2008, by and among each of the
entities identified on the signature page hereto under the heading "Grantor"
(each a "Grantor" and, collectively, the "Grantors") and SOVEREIGN BANK, a
federal savings bank (the "Secured Party").

                                    RECITALS

         A.       CoActive Marketing Group, Inc., a Delaware corporation (the
"Company") and the Secured Party have entered into a Credit Agreement, dated as
of June 26, 2008 (as the same may be hereafter amended, modified, restated or
supplemented from time to time, the "Credit Agreement") pursuant to which the
Company will receive loans and other financial accommodations from the Secured
Party and will incur Obligations (as hereinafter defined).

         B.       To induce the Secured Party to extend credit to the Company on
and after the date hereof as provided in the Credit Agreement, each Grantor
desires to grant the Secured Party security and assurance in order to secure the
payment and performance of all Obligations and to that effect to grant the
Secured Party a first priority perfected security interest in its assets and, in
connection therewith, to execute and deliver this Agreement.

         Accordingly, the parties hereto hereby agree as follows:

                                   DEFINITIONS

                  (a)      Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Uniform
Commercial Code as in effect in the State of New York (the "UCC").

                  (b)      Capitalized terms used herein and not otherwise
defined shall have the following meanings:

         "Agreement": this Agreement and shall include all amendments,
modifications and supplements hereto and shall refer to this Agreement as the
same may be in effect at the time such reference becomes operative.

         "Business Day": the meaning assigned to such term in the Credit
Agreement.

         "Collateral": the following property of each Grantor, wherever located,
and whether now owned or hereafter acquired or arising:

                  (i)      Accounts;

                  (ii)     Chattel paper, including Electronic Chattel Paper;

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                  (iii)    Goods, including all Inventory and Equipment and any
                           accessions thereto;

                  (iv)     Instruments, including Promissory Notes;

                  (v)      Investment Property;

                  (vi)     Documents;

                  (vii)    Deposit Accounts;

                  (viii)   Commercial Tort Claims, if any, identified on
                           Schedule A annexed hereto;

                  (ix)     Letter-of-Credit Rights;

                  (x)      General Intangibles, including Payment Intangibles
                           and Software;

                  (xi)     Supporting Obligations;

                  (xii)    to the extent not listed above, all other personal
                           property; and

                  (xiii)   to the extent not listed above as original
                           collateral, proceeds and products of the foregoing.

         "Default": the meaning assigned to such term in the Credit Agreement.

         "Event of Default": the meaning assigned to such term in the Credit
Agreement.

         "Guarantors": the meaning assigned to such term in the Credit
Agreement.

         "Liens": the meaning assigned to such term in the Credit Agreement.

         "Loan Documents": the meaning assigned to such term in the Credit
Agreement.

         "Loans": the meaning assigned to such term in the Credit Agreement.

         "Obligations": (i) all obligations, liabilities and indebtedness of
each Grantor to the Secured Party, whether now existing or hereafter created,
absolute or contingent, direct or indirect, due or not, whether created directly
or acquired by assignment or otherwise, including, without limitation,
obligations, liabilities, and indebtedness of each Grantor arising under or
relating to the Credit Agreement or any other Loan Document to which it is a
party (including, without limitation, with respect to the Company, all
obligations, liabilities and indebtedness with respect to the principal of and
interest on the Loans and reimbursement of letters of credit) including the
payment of amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, and interest that but for the
filing of a petition in bankruptcy with respect to any Grantor would accrue on
such obligations, whether or not a claim is allowed against such Grantor for

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such interest in the related bankruptcy proceeding), and all fees, costs,
expenses and indemnity obligations of the Grantors to the Secured Party
hereunder, or under any other Loan Document, and (ii) all obligations of each
Grantor under each interest rate swap, collar, cap, floor or forward rate
agreement or other agreement regarding the hedging of interest rate risk
exposure of each Grantor, in each case, entered into with the Secured Party.

         "Person": the meaning assigned to such term in the Credit Agreement.

                  (c)      Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, feminine and the neuter. Except as
otherwise herein specifically provided, each accounting term used herein shall
have the meaning given to it under Generally Accepted Accounting Principles. The
term "including" shall not be limited or exclusive, unless specifically
indicated to the contrary. The word "will" shall be construed to have the same
meaning in effect as the word "shall". The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, including the exhibits and schedules hereto, all of which are by this
reference incorporated into this Agreement.

                  I.       SECURITY

         SECTION 1.01. Grant of Security. As security for the Obligations, each
Grantor hereby transfers, assigns and grants to the Secured Party a security
interest in the Collateral; provided, however, this Agreement shall not
constitute a grant of a security interest in any property to the extent that the
grant of a security interest in such property requires any consent not obtained
under any contract, license, agreement, instrument or other document evidencing
or giving rise to such property, except to the extent that the term in such
contract, license, agreement, instrument or other document requiring such
consent is ineffective under applicable law.

         SECTION 1.02. Release and Satisfaction. Upon the termination of this
Agreement and the indefeasible payment in full of the Obligations, the Secured
Party shall deliver to each Grantor, upon request therefor and at such Grantor's
expense, releases and satisfactions of all financing statements, notices of
assignment and other registrations of security.

                  II.      REPRESENTATIONS AND WARRANTIES

         SECTION 2.01. Representations and Warranties With Respect to Security.
Each Grantor hereby represents and warrants to the Secured Party as follows:

                  (a)      Name. Each Grantor's exact legal name, state of
incorporation or organization and organizational number is set forth on Schedule
A annexed hereto.

                  (b)      Ownership of Collateral. Each Grantor owns all of its
personal property and assets, including, without limitation, the Collateral,
free and clear of all Liens, other than the Liens permitted under Section 7.01
of the Credit Agreement.

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                  (c)      Trademarks, Patents and Copyrights. Annexed hereto as
Schedule A is a complete list of all patents, trademarks, copyrights,
applications therefor, and other similar General Intangibles which each Grantor
owns as of the date of this Agreement that are material to the business of such
Grantor. There are no assertions or claims challenging the validity of any of
the foregoing. The business of each Grantor as now conducted does not conflict
with any patents, patent rights, licenses, trademarks, trademark rights, trade
names, trade name rights or copyrights of others. There is no infringement of
any General Intangible of any Grantor.

                  (d)      Accounts. Annexed hereto as Schedule A is a list
identifying the chief executive office or principal place of business of each
Grantor and all addresses at which each Grantor maintains books or records
relating to its Accounts as of the date of this Agreement.

                  (e)      Inventory. Annexed hereto as Schedule A is a list
identifying all addresses where each Grantor maintains its Inventory as of the
date of this Agreement. No Grantor's Inventory is currently maintained or will
be maintained with any bailee that issues negotiable warehouse receipts or other
negotiable instruments therefor.

                  (f)      Equipment. Annexed hereto as Schedule A is a list
identifying all the addresses where the Equipment of each Grantor is located.

                  (g)      Other Names. No Grantor has been known under any
other name during the five years prior to this Agreement.

                  (h)      Acquired Collateral. Except as set forth on Schedule
A annexed hereto, the Collateral has been acquired or originated by each Grantor
in the ordinary course of such Grantor's business and was not, at any time
during the five years prior to this Agreement, acquired pursuant to an
acquisition of all or a portion of the business of any Person, whether by
merger, acquisition of assets or otherwise, having a purchase price in excess of
$1,000,000.

                  (i)      Third Party Locations. Except as set forth on
Schedule A annexed hereto, no Collateral is in the possession of, or under the
control of, any Person other than a Grantor or the Secured Party.

                  (j)      Commercial Tort Claims. Except to the extent
identified under the definition of Collateral above, no Grantor holds any
Commercial Tort Claim.

                  (k)      Enforceability of Security Interests. Upon the
execution of this Agreement by each Grantor and the filing of financing
statements properly describing the Collateral and identifying such Grantor and
the Secured Party in the applicable jurisdiction required pursuant to the UCC,
security interests and liens granted to the Secured Party under Section 1.01
hereof shall constitute valid, perfected and first priority security interests
and liens in and to the Collateral of such Grantor, other than Collateral which
may not be perfected by filing under the Uniform Commercial Code, and subject to
the Liens permitted pursuant to Section 7.01 of the Credit Agreement, in each
case enforceable against all third parties and securing the payment of the
Obligations.

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                  III.     COVENANTS OF GRANTORS

         SECTION 3.01. Records; Location of Collateral. So long as a Grantor
shall have any Obligation to the Secured Party: (a) such Grantor shall not
change the jurisdiction of its incorporation or organization or move its chief
executive office, principal place of business or office at which is kept its
books and records (including computer printouts and programs) from the locations
existing on the date hereof and listed on Schedule A annexed hereto; (b) a
Grantor shall not establish any offices or other places of business at any other
location; (c) a Grantor shall not move any of the Collateral to any location
other than those locations existing on the date hereof and listed on Schedule A
annexed hereto; or (d) a Grantor shall not change its corporate name in any
respect, unless, in each case of clauses (a), (b) (c) and (d) above, (i) a
Grantor shall have given the Secured Party ten (10) Business Days' prior written
notice of its intention to do so, identifying the new location and providing
such other information as the Secured Party deems necessary, and (ii) a Grantor
shall have delivered to the Secured Party such documentation, in form and
substance satisfactory to the Secured Party and as required by the Secured
Party, to preserve the Secured Party's security interest in the Collateral.

         SECTION 3.02. Commercial Tort Claims. Each Grantor shall promptly
notify the Secured Party upon obtaining any Commercial Tort Claim after the date
hereof against any third party and, upon request of the Secured Party, shall
promptly enter into an amendment to this Agreement and do such other acts or
things as may be requested by the Secured Party to give the Secured Party a
first priority perfected security interest in any such Commercial Tort Claim.

         SECTION 3.03. Other Collateral. Each Grantor shall promptly notify the
Secured Party upon acquiring or otherwise obtaining any Collateral after the
date hereof consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights, Electronic Chattel Paper, Documents or Instruments.

         SECTION 3.04. Further Actions.
                       ---------------

                  (a)      Promissory Notes and Tangible Chattel Paper. If any
Grantor shall at any time hold or acquire any Promissory Notes or Tangible
Chattel Paper, such Grantor shall forthwith endorse, assign or deliver the same
to the Secured Party accompanied by instruments of transfer or assignment duly
executed in blank as the Secured Party may from time to time specify.

                  (b)      Deposit Accounts. At the request of the Secured
Party, each Grantor will cause each depository bank where such Grantor maintains
a Deposit Account to execute an agreement pursuant to which the depository bank
agrees to comply, without the further consent of such Grantor, at any time, with
instructions from the Secured Party to such depository bank directing the
disposition of funds from time to time credited to such deposit account or agree
to the Secured Party becoming the customer of the depository bank with respect
to such deposit accounts, with such Grantor being permitted, only with the
consent of the Secured Party, to exercise rights to withdraw funds from such
deposit account. The Secured Party shall not give any such instructions or
withhold any withdrawal rights from such Grantor, unless an Event of Default has
occurred and is continuing.

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                  (c)      Investment Property. If any Grantor shall at any time
hold or acquire any Certificated Securities (other than with respect to equity
or other ownership interests in the Guarantors) such Grantor shall forthwith
endorse, sign and deliver the same to the Secured Party accompanied by such
instruments of transfer assignment duly executed in blank as Secured Party may
from time to time specify. If any security (other than with respect to equity or
other ownership interests in the Guarantors) is now or hereafter acquired by any
Grantor are uncertificated and are issued to the Grantor or its nominee directly
by the issuer thereof, such Grantor shall immediately notify the Secured Party
thereof and at the Secured Party's request and option, pursuant to an agreement
in form and substance satisfactory to the Secured Party either (a) cause the
issuer to agree to comply without further consent of such Grantor or such
nominee, at any time with instructions from the Secured Party as to such
Securities or (b) arrange for the Secured Party to become the registered owner
of the securities. If any Securities, whether certificated or uncertificated or
other Investment Property now or hereafter acquired by the Grantor are held by
any Grantor or its nominee through a Securities Intermediary or Commodity
Intermediary, the Grantor shall immediately notify the Secured Party thereof and
at the Secured Party's request and option, pursuant to an agreement in form and
substance satisfactory to the Secured Party either (i) cause such Securities
Intermediary or Commodity Intermediary, as the case may be, to agree to comply,
in each case, without further consent of such Grantor or such nominee, at any
time with Entitlement Orders or other instructions from the Secured Party to
such Securities Intermediary as to such Securities or other Investment Property,
or to apply any value distributed on account of any Commodity Contract as
directed by the Secured Party to such Commodity Intermediary or (ii) in the case
of Financial Assets or other Investment Property held through a Securities
Intermediary, arrange for this Secured Party to become the Entitlement Holder
with respect to such Investment Property, with such Grantor being permitted,
only with the consent of the Secured Party, to exercise rights to withdraw or
otherwise deal with such Investment Property. The Secured Party shall not give
any such Entitlement Order or instructions or directions to any such issuers,
Securities Intermediary or Commodity Intermediary and shall not withhold its
consent to the exercise of any withdrawal or dealing rights by the Grantor,
unless an Event of Default has occurred and is continuing.

                  (d)      Collateral in the Possession of Third Parties. If any
Collateral is at any time in the possession of any person or entity other than a
Grantor or the Secured Party (a "Third Party"), the Grantor shall promptly
notify the Secured Party thereof, and at the Secured Party's request and option,
shall promptly obtain an acknowledgment from the Third Party, in form and
substance satisfactory to the Secured Party that the Third Party holds such
collateral for the benefit of the Secured Party and such Third Party's agreement
to comply, without further consent of the Grantor, at any time with the
instructions of the Secured Party as to such Collateral. The Secured Party
agrees with the Grantor that the Secured Party shall not give any such
instructions unless an Event of Default has occurred and is continuing.

                  (e)      Electronic Chattel Paper. If any Grantor at any time
holds or acquired an interest in any Electronic Chattel Paper, such Grantor
shall promptly notify the Secured Party thereof and, at the request and option
of the Secured Party, shall take such action as the Secured Party may reasonably
request to vest in the Secured Party control under Section 9105 of the UCC of
such Electronic Chattel Paper.

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                  (f)      Letter-of-Credit Rights. If any Grantor is at any
time the beneficiary under a Letter of Credit, such Grantor shall promptly
notify the Secured Party thereof and, at the request and option of the Secured
Party, such Grantor shall, pursuant to an arrangement in form and substance
satisfactory to the Secured Party, either (i) arrange for the Issuer and any
confirmed or other nominated person of such Letter of Credit to consent to an
assignment to the Secured Party the proceeds of the Letter of Credit or (ii)
arrange for the Secured Party to become the transferee beneficiary of the Letter
of Credit, with the Secured Party agreeing in each case that the proceeds of the
Letter of Credit are to be applied to satisfaction of the Obligations in such
order as the Secured Party may determine.

                  (g)      Commercial Tort Claims. If any Grantor shall at any
time hold or acquire a Commercial Tort Claim, such Grantor shall immediately
notify the Secured Party in a writing signed by the Grantor of the particulars
thereof and grant to the Secured Party in such writing a security interest
therein and all proceeds thereof, all upon the terms of this Agreement with such
writing to be in form and substance to the Secured Party.

                  (h)      General. Each Grantor further agrees, upon the
request of the Secured Party and at the Secured Party's option, to take any and
all other actions as the Secured Party may determine to be necessary or useful
for the attachment, perfection and first priority of, and the ability of the
Secured Party to enforce, the Secured Party's security interest in any and all
of the Collateral, including without limitation, (i) executing and delivering
and where appropriate filing financing statements and amendments relating
thereto under the UCC to the extent, if any, that such Grantor's signature
thereon is required therefor, (ii) causing the Secured Party's name to be noted
as Secured Party on any certificate of title for a titled good if such notation
is a condition to attachment, perfection or priority of, or the ability of the
Secured Party to enforce, the Secured Party's security interest in such
Collateral, (iii) complying with any provision of any statute, regulation or
treaty of the United States as to any Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of
the Secured Party to enforce the Secured Party's security interest in such
Collateral, (iv) obtaining governmental and other third party waivers, consents
and approvals in form and substance satisfactory to the Secured Party,
including, without limitation, any consent of any licensor, lessor or other
persons obligated on Collateral and (v) obtaining waivers from mortgagees and
landlords in form and substance satisfactory to the Secured Party. Each Grantor
further authorizes the Secured Party to file initial financing statements
describing the Collateral, and any amendments thereto.

         SECTION 3.05. Insurance and Assessments. In the event any Grantor shall
fail to purchase or maintain insurance in accordance with the terms of the
Credit Agreement, or pay any tax, assessment, government charge or levy, except
as the same may be otherwise permitted hereunder or under the Credit Agreement,
or in the event that any lien, encumbrance or security interest prohibited
hereby shall not be paid in full or discharged, or in the event such Grantor
shall fail to perform or comply with any other covenant, promise or obligation
to the Secured Party hereunder, or under the Credit Agreement or any other Loan
Document, the Secured Party may, but shall not be required to, perform, pay,
satisfy, discharge or bond the same for the account of such Grantor, and all
money so paid by the Secured Party, including reasonable attorney's fees, shall
be deemed to be Obligations.

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         SECTION 3.06. Inspection. Subject to the provisions of the Credit
Agreement, upon reasonable notice to a Grantor, the Secured Party may, during
such Grantor's normal business hours, examine and inspect any Collateral and may
examine, inspect and copy all books and records with respect thereto or relevant
to the Obligations.

         SECTION 3.07. Personal Property. The Collateral shall remain personal
property at all times. No Grantor shall affix any of the Collateral to real
property in any manner which would change its nature from that of personal
property to real property or to a fixture.

         SECTION 3.08. Maintenance of Corporate Existence. Each Grantor shall
preserve and maintain its corporate existence and, except as otherwise permitted
pursuant to the Credit Agreement, shall not merge with or into or consolidate
with any other entity.

         SECTION 3.09. Indemnification. Each Grantor agrees to indemnify the
Secured Party and hold it harmless from and against any and all injuries,
claims, damages, judgments, liabilities, costs and expenses (including, without
limitation, reasonable fees and disbursements of counsel), charges and
encumbrances which may be incurred by or asserted against the Secured Party in
connection with or arising out of any assertion, declaration or defense of the
Secured Party's rights or security interest under the provisions of this
Agreement or any other Loan Document, permitting it to collect, settle or adjust
Accounts or to deal with account debtors in any way or in connection with the
realization, repossession, safeguarding, insuring or other protection of the
Collateral or in connection with the collecting, perfecting or protecting the
Secured Party's liens and security interests hereunder or under any other Loan
Document.

                  IV.      POWER OF ATTORNEY; NOTICES

         SECTION 4.01. Power of Attorney. Each Grantor hereby irrevocably
constitutes and appoints the Secured Party and any officer or agent thereof,
with full power of substitution, as its true and lawful attorneys-in-fact with
full irrevocable power and authority in the place and stead of such Grantor or
in the Secured Party's own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments that may be necessary or useful to accomplish the
purposes of this Agreement and, without limiting the generality of the
foregoing, hereby give said attorneys the power and right, on behalf of the
Grantor, without notice to or assent by the Grantor, to (a) upon the occurrence
and continuance of an Event of Default, endorse the names of such Grantor on any
checks, notes, drafts or other forms of payment or security that may come into
the possession of the Secured Party or any affiliate of the Secured Party, to
sign the Grantor's name on invoices or bills-of-lading, drafts against
customers, notices of assignment, verifications and schedules, (b) upon the
occurrence and continuance of an Event of Default, sell, transfer, pledge, make
any arrangement with respect to or otherwise dispose of or deal with any of the
Collateral consistent with the UCC and (c) do acts and things which the Secured
Party deems necessary or useful to protect, preserve or realize upon the
Collateral and the Secured Party's security interest therein. The powers granted
herein, being coupled with an interest, are irrevocable until all of the
Obligations are indefeasibly paid in full and this Agreement is terminated. The

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powers conferred on the Secured Party hereunder are solely to protect its
interests in the Collateral and shall not impose any duty upon it to exercise
any such powers. Neither the Secured Party nor any attorney-in-fact shall be
liable for any act or omission, error in judgment or mistake of law provided the
same is not the result of gross negligence or willful misconduct.

         SECTION 4.02. Notices. Upon the occurrence and during the continuance
of an Event of Default, the Secured Party may notify account debtors and other
persons obligated on any of the Collateral that the Collateral has been assigned
to the Secured Party or of its security interest therein and to direct such
account debtors and other persons obligated on any of the Collateral to make
payment of all amounts due or to become due to a Grantor directly to the Secured
Party and upon such notification and at such Grantor's expense to enforce
collection of any such Collateral, and to adjust, compromise or settle for cash,
credit or otherwise upon any terms the amount of payment thereof. The Secured
Party may, at any time following the occurrence and during the continuance of an
Event of Default, notify the Postal Service authorities to change the address of
delivery of mail to an address designated by the Secured Party. After making of
such a request or the giving of any such notification, each Grantor shall hold
any proceeds of collection of accounts, Chattel Paper, general intangibles,
instruments and other Collateral received by it as trustee for the Secured Party
without commingling the same with such Grantor and shall turn the same over to
the Secured Party in the identical form received, together with any necessary
endorsements or assignments. The Secured Party shall apply the proceeds of
collection of such Collateral received by the Secured Party to the Obligations,
in such order as the Secured Party, in its sole discretion, shall determine,
such proceeds to be immediately credited after final payment in cash or other
immediately available funds of the items giving rise to them.

                  V.       REMEDIES OF SECURED PARTY

         SECTION 5.01. Enforcement. Upon the occurrence and during the
continuance of an Event of Default, the Secured Party shall have, in addition to
all of its other rights under this Agreement and the other Loan Documents by
operation of law or otherwise (which rights shall be cumulative), all of the
rights and remedies of a secured party under the UCC and shall have the right,
to the extent permitted by law, without charge, to enter any Grantor's premises,
and until it completes the enforcement of its rights in the Collateral subject
to its security interest hereunder and the sale or other disposition of any
property subject thereto, take possession of such premises without charge, rent
or payment therefor (through self help without judicial process and without
having first given notice or obtained an order of any court), or place
custodians in control thereof, remain on such premises and use the same for the
purpose of completing any work in progress, preparing any Collateral for
disposition, and disposition of or collecting any Collateral. Without limiting
the foregoing, upon the occurrence of an Event of Default, the Secured Party
may, without demand, advertising or notice, all of which such Grantor hereby
waives (except as the same may be required by law), sell, lease, license or
otherwise dispose of and grant options to a third party to purchase, lease,
license or otherwise dispose of any and all Collateral held by it or for its
account at any time or times in one or more public or private sales or other
dispositions, for cash, on credit or otherwise, at such prices and upon such
terms as the Secured Party, in its sole discretion, deems advisable. At any such
sale the Collateral or any portion thereof may be sold in one lot as an entirety

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or in separate parcels as the Secured Party in its sole discretion deems
advisable. Each Grantor agrees that if notice of sale shall be required by law
such requirement shall be met if such notice is mailed, postage prepaid, to such
Grantor at its address set forth above or such other address as it may have, in
writing, provided to the Secured Party, at least ten (10) days before the time
of such sale or disposition. The Secured Party may postpone or adjourn any sale
of any Collateral from time to time by an announcement at the time and place of
the sale to be so postponed or adjourned, without being required to give a new
notice of sale. Notice of any public sale shall be sufficient if it describes
the security of the Collateral to be sold in general terms, stating the amounts
thereof, the nature of the business in which such Collateral was created and the
location and nature of the properties covered by the other security interests or
mortgages and the prior liens thereof. The Secured Party may be the purchaser at
any such sale if it is public, free from any right of redemption, which such
Grantor also waives, and payment may be made, in whole or in part, in respect of
such purchase price by the application of the Obligations by the Secured Party.
Each Grantor with respect to its property constituting such Collateral, shall be
obligated for, and the proceeds of sale shall be applied first to, the costs of
taking, assembling, finishing, collecting, refurbishing, storing, guarding,
insuring, preparing for sale, and selling the Collateral, including the fees and
disbursements of attorneys, auctioneers, appraisers and accountants employed by
the Secured Party. Proceeds shall then be applied to the payment, in whatever
order the Secured Party may elect, of all of the Obligations. The Secured Party
shall return any excess to such Grantor or to whomever may be fully entitled to
receive the same or as a court of competent jurisdiction may direct. In the
event that the proceeds of any sale or other disposition of the Collateral are
insufficient to pay in full the Obligations, such Grantor shall remain liable
for any deficiency.

         SECTION 5.02. Standards for Exercising Rights and Remedies. To the
extent that applicable law imposes duties on the Secured Party to exercise
remedies in a commercially reasonable manner, each Grantor acknowledges and
agrees that it is not commercially unreasonable for the Secured Party (a) to
fail to incur expenses reasonably deemed significant by the Secured Party to
prepare Collateral for disposition or otherwise to fail to complete raw material
or work in process into finished goods or other finished products for
disposition, (b) to fail to obtain third party consents for access to Collateral
to be disposed of, or to obtain or, if not required by other law, to fail to
obtain governmental or third party consents for the collection or disposition of
Collateral to be collected or disposed of, (c) to fail to exercise collection
remedies against account debtors or other persons obligated on Collateral or to
fail to remove liens or encumbrances on or any adverse claims against
Collateral, (d) to exercise collection remedies against account debtors and
other persons obligated on Collateral directly or through the use of collection
agencies and other collection specialists, (e) to advertise dispositions of
Collateral through publications or media of general circulation, whether or not
the Collateral is of a specialized nature, (f) to contact other persons, whether
or not in the same business each Grantor, for expressions of interest in
acquiring all or any portion of the Collateral, (g) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or
not the collateral is of a specialized nature, (h) to dispose of Collateral by
utilizing Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets, (i) to dispose of assets in
wholesale rather than retail markets, (j) to disclaim disposition warranties,
(k) to purchase insurance or credit enhancements to insure the Secured Party
against risk of loss, collection or disposition of Collateral or to provide to
the Secured Party a guaranteed return from the collection or disposition of

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Collateral, or (l) to the extent deemed appropriate by the Secured Party, to
obtain the services of other brokers, investment bankers, consultants and other
professionals to assist the Secured Party in the collection or disposition of
any of the Collateral. Each Grantor acknowledges that the purpose of this
Section 5.02 is to provide non-exhaustive indications of what actions or
omissions by the Secured Party would fulfill the Secured Party's duties under
the UCC or the Uniform Commercial Code as in effect in other relevant
jurisdiction in the Secured Party's exercise of remedies against the Collateral
and that other actions or omissions by the Secured Party shall not be deemed to
fail to fulfill such duties solely on account of not being indicated in this
Section 5.02. Without limitation upon the foregoing, nothing contained in this
Section 5.02 shall be construed to grant any rights to each Grantor or to impose
any duties on the Secured Party that would not have been granted or imposed by
this Agreement or by applicable law in the absence of this Section 5.02.

         SECTION 5.03. Waiver. Each Grantor waives any right, to the extent
applicable law permits, to receive prior notice of, or a judicial or other
hearing with respect to, any action or prejudgment remedy or proceeding by the
Secured Party to take possession, exercise control over, or dispose of any item
of the Collateral in any instance (regardless of where such Collateral may be
located) where such action is permitted under the terms of this Agreement or any
other Loan Document, or by applicable law, or of the time, place or terms of
sale in connection with the exercise of the Secured Party's rights hereunder and
such Grantor also waives, to the extent permitted by law, any bond, security or
sureties required by any statute, rule or otherwise by law as an incident to any
taking of possession by the Secured Party of property subject to the Secured
Party's Lien. Each Grantor further waives any damages (direct, consequential or
otherwise) occasioned by the enforcement of the Secured Party's rights under
this Agreement and any other Loan Document including the taking of possession of
any Collateral all to the extent that such waiver is permitted by law and to the
extent that such damages are not caused by the Secured Party's gross negligence
or willful misconduct. These waivers and all other waivers provided for in this
Agreement and any other Loan Documents have been negotiated by the parties and
each Grantor acknowledges that it has been represented by counsel of its own
choice and has consulted such counsel with respect to its rights hereunder.

         SECTION 5.04. Other Rights. Each Grantor agrees that the Secured Party
shall not have any obligation to preserve rights to any Collateral against prior
parties or to proceed first against any Collateral or to marshall any Collateral
of any kind for the benefit of any other creditors of such Grantor or any other
Person. The Secured Party is hereby granted, to the extent that such Grantor is
permitted to grant a license or right of use, a license or other right to use,
without charge, labels, patents, copyrights, rights of use, of any name, trade
secrets, trade names, trademarks and advertising matter, or any property of a
similar nature of such Grantor as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and such
Grantor's rights under all licenses and any franchise, sales or distribution
agreements shall inure to the Secured Party's benefit.

         SECTION 5.05. Expenses. Each Grantor agrees that it shall pay on demand
therefor all costs and expenses incurred in amending, implementing, perfecting,
collecting, defending, declaring and enforcing the Secured Party's rights and
security interests in the Collateral hereunder or under the Credit Agreement or

                                       11
<PAGE>

any other Loan Document or other instrument or agreement delivered in connection
herewith or therewith, including, but not limited to, searches and filings, and
the Secured Party's reasonable attorneys' fees (regardless of whether any
litigation is commenced, whether a default is declared hereunder, and regardless
of tribunal or jurisdiction).

                  VI.      GENERAL PROVISIONS

         SECTION 6.01. Termination. This Agreement shall remain in full force
and effect until all the Obligations shall have been indefeasibly fully paid and
satisfied and the Credit Agreement shall have expired or been terminated and,
until such time, the Secured Party shall retain all security in and title to all
existing and future Collateral held by it hereunder.

         SECTION 6.02. Remedies Cumulative. The Secured Party's rights and
remedies under this Agreement shall be cumulative and non-exclusive of any other
rights or remedies which it may have under the Credit Agreement, any other Loan
Document or any other agreement or instrument, by operation of law or otherwise
and may be exercised alternatively, successively or concurrently as the Secured
Party may deem expedient.

         SECTION 6.03. Binding Effect. This Agreement is entered into for the
benefit of the parties hereto and their successors and assigns. It shall be
binding upon and shall inure to the benefit of the said parties, their
successors and assigns. No Grantor shall assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Secured Party and
any attempted assignment shall be null and void.

         SECTION 6.04. Notices. Wherever this Agreement provides for notice to
either party (except as expressly provided to the contrary), it shall be in
writing and given in the manner specified in Section 9.01 of the Credit
Agreement. Such notices to each Grantor shall be delivered to the address for
notices set forth on Schedule A annexed hereto.

         SECTION 6.05. Waiver. No delay or failure on the part of the Secured
Party in exercising any right, privilege, remedy or option hereunder shall
operate as a waiver of such or any other right, privilege, remedy or option, and
no waiver shall be valid unless in writing and signed by an officer of the
Secured Party and only to the extent therein set forth.

         SECTION 6.06. Modifications and Amendments. This Agreement and the
other agreements to which it refers constitute the complete agreement between
the parties with respect to the subject matter hereof and may not be changed,
modified, waived, amended or terminated orally, but only by a writing signed by
the party to be charged.

         SECTION 6.07. Several Agreements. This Agreement shall constitute the
several obligations and agreements of each Grantor and may be amended, restated,
supplemented or otherwise modified from time to time, with respect to any
Grantor without the consent or approval of any other Grantor, and no such
amendment, restatement, supplement or modification shall be deemed to amend,
restate, supplement or modify the obligations of any other Grantor hereunder.

                                       12
<PAGE>

         SECTION 6.08. Survival of Representations and Warranties. The
representations and warranties of each Grantor made or deemed made herein shall
survive the execution and delivery of this Agreement.

         SECTION 6.09. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, in such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 6.10. Applicable Law; Consent to Jurisdiction; Waiver of Jury
Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OR
CHOICE OF LAWS. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY FEDERAL OR STATE COURT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, COUNTY
OF NASSAU OR COUNTY OF SUFFOLK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST
IT AND RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR
HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR
PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR ANY DOCUMENT OR ANY
INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED
IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR
AGREES (i) NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT
OF ANY SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE
CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT AND (ii) NOT TO ASSERT ANY
COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR PROCEEDING UNLESS SUCH COUNTERCLAIM
CONSTITUTES A COMPULSORY OR MANDATORY COUNTERCLAIM UNDER APPLICABLE RULES OF
CIVIL PROCEDURE. EACH GRANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT
BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN THIS
AGREEMENT OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK. EACH GRANTOR AND THE
SECURED PARTY EACH IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                                       13
<PAGE>

         SECTION 6.11. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
taken together shall constitute one and the same agreement.



                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                       14
<PAGE>

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

                                       SOVEREIGN BANK

                                       By: /s/ WILLIAM CONLAN
                                           ------------------------------------
                                           Name:  William Conlan
                                           Title: Vice-President


                                       GRANTORS:

                                       COACTIVE MARKETING GROUP, INC.

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer


                                       INMARK SERVICES LLC

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer


                                       OPTIMUM GROUP LLC

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer


                                       U.S. CONCEPTS LLC

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer


                                       DIGITAL INTELLIGENCE GROUP LLC

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer


                                       BARS.COM LLC

                                       By: /s/ FRED KASEFF
                                           ------------------------------------
                                           Name:  Fred Kaseff
                                           Title: Chief Financial Officer

                                       15
<PAGE>

                                                                      Schedule A
                                                           to Security Agreement

1.       Name(s) of Grantors:

2.       State(s) of Incorporation or Formation:

3.       Organizational Number(s), if any:

4.       Patents, trademarks, trade names, copyright and applications for the
         foregoing:

5.       Chief Executive Office or Principal Place of Business:

6.       Other offices at which books or records with respect to Accounts are
         maintained:

7.       Inventory Locations:

8.       Equipment Locations:

9.       Trade Names:

10.      Non-Ordinary Course Collateral Acquisitions:

11.      Collateral in the possession or control of third parties (include name
         and address of third party, if applicable):

12.      Commercial Tort Claims:

13.      Address for Notices:
         _____________________

         _____________________

         _____________________

         Attention:
         Telecopy:

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