<PAGE>   1



                        FIFTH AMENDMENT TO LOAN DOCUMENTS

     THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (THE "AMENDMENT"), is entered into
on the Closing Date, as defined in paragraph 31 below, among PNC BANK, NATIONAL
ASSOCIATION, a national banking association, having an address at 2 Tower
Center, East Brunswick, New Jersey 08816 (the "Lender"); COACTIVE MARKETING
GROUP, INC., (formerly known as Inmark Enterprises, Inc. ("Enterprises")), a
Delaware corporation ("CoActive"); U.S. CONCEPTS, INC., a Delaware Corporation
("USC"); INMARK SERVICES, INC., a Delaware corporation ("Services"), and OPTIMUM
GROUP, INC., an Ohio corporation (formerly, OG Acquisition Corp.) ("New OGI" and
together with Services and USC, the "Borrower"). CoActive, USC, Services, and
New OGI are collectively referred to herein as the "Inmark Group".

                                   WITNESSETH:

     WHEREAS, Lender is the holder of a certain Term Note dated March 31, 1998
made by Services and New OGI in the principal amount of $5,000,000 ("Term
Note"); and

     WHEREAS, on December 29, 1998, the Term Note was amended and restated to
include USC as an obligor on the Term Note (the "Amended Term Note"); and

     WHEREAS, Lender is the holder of a certain Revolving Note dated March 31,
1998 made by Services and New OGI in the principal amount of $5,000,000
("Revolving Note"); and

     WHEREAS, on December 29, 1998, the Revolving Note was amended and restated
to include USC as an obligor on the Revolving Note (the "Amended and Restated
Revolving Note"); and

     WHEREAS, on January 14, 1999, the Revolving Note was again amended and
restated to reflect an increase in principal amount to $7,000,000 (the "Second
Amended and Restated Revolving Note"); and

     WHEREAS, on June 29, 1999, the Revolving Note was again amended and
restated to reflect a decrease in the principal amount to $5,000,000 (the "Third
Amended Revolving Note"); and

     WHEREAS, Lender, Enterprises, Services and New OGI entered into a Loan
Agreement dated as of March 31, 1998 ((i) as amended by a First Amendment to
Loan Documents dated as of December 29, 1998 to which USC became a party, (ii)
as amended by a Second Amendment to Loan Documents dated as of January 14, 1999,
(iii) as amended by Third Amendment to Loan Documents dated as of June 30, 1999,
and (iv) as amended by a Fourth Amendment to Loan Documents dated as of November
19, 1999) (the "Loan Agreement"); and

     WHEREAS, the Third Amended Revolving Note and the Amended Term Note are
secured as provided in the Loan Agreement and by such other documents as have
been executed to effectuate the terms of the Loan Agreement, which documents
include, but are not limited to a Security Agreement, Guaranty of Enterprises,
and a Pledge Agreement (all such documents collectively referred to as the "Loan
Documents"); and


<PAGE>   2


     WHEREAS, on January 28, 2000, Lender and Borrower entered into an Agreement
for Consent (the "Consent Agreement"); and

     WHEREAS, the Borrower has requested that Lender waive the non-compliance of
Borrower with the December 31, 1999 Minimum EBITDA requirement under Section 6.1
of the Loan Agreement, as amended in the November 19, 1999 Fourth Amendment to
Loan Documents (the "Waiver"); and

     WHEREAS, Lender agrees to the Waiver upon the condition that each member of
the Inmark Group execute this Amendment, and contemporaneously herewith,
Borrower executes a Second Amended and Restated Term Note and a Fourth Amended
and Restated Revolving Note, and that CoActive execute a Guaranty;

     NOW THEREFORE, for and in consideration of the premises (which are deemed
herein contained) and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

1.   RECITALS INCORPORATED.
     The Recitals set forth above are true and correct and are hereby
incorporated into this Amendment as if set forth at length herein.

2.   DEFINITIONS.
     Capitalized terms used in this Amendment shall have the same meanings given
them in the Loan Agreement, unless otherwise defined herein.

3.   PRINCIPAL AMOUNTS OUTSTANDING.
     The Borrower acknowledges that:

(a)  the outstanding principal balance due from the Borrower under the Amended
     Term Note is, as of February 9, 2000, equal to the sum of $2,810,000,
     together with unpaid interest; and

(b)  the outstanding principal balance due from the Borrower under the Third
     Amended Revolving Note is, as of February 9, 2000, equal to the sum of
     $5,000,000, together with unpaid interest.

The Borrower hereby represents, warrants and confirms that there are no set-off
rights, claims or causes of action of any nature whatsoever which the Borrower
has or may assert against the Lender under the Amended Term Note, Third Amended
Revolving Note or any of the other Loan Documents.

4.   WAIVER.
     Lender hereby grants a waiver of Borrower's non-compliance with Section 6.1
of the Loan Agreement, as modified in the Fourth Amendment to Loan Documents,
solely with respect to the quarter ended December 31, 1999, and of the Event of
Default that would otherwise result from a violation of that Section by reason
of such non-compliance.



                                        2

<PAGE>   3


5.   REVOLVING LINE OF CREDIT.
     Anything in the Loan Documents notwithstanding, Section 1.1(a) of the Loan
Agreement is hereby amended to eliminate the revolving feature of the Revolving
Line of Credit and to prohibit any further borrowings on a revolving loan basis.
Upon the repayment of any Revolving Loan, the Revolving Line of Credit shall be
reduced to the then outstanding principal balance on the Third Amended Revolving
Note, and no reborrowing will be available.

6.   FINAL MATURITY DATE.
     The definition of "Final Maturity Date" set forth in Exhibit A to the Loan
Agreement is hereby deleted in its entirety, and replaced with the following:
"Final Maturity Date" means April 8, 2001.

7.   INTEREST RATE PROVISIONS.
     Anything in the Loan Documents notwithstanding, Sections 1.3 and 1.4 of the
Loan Agreement is amended to provide that, henceforth, all outstanding principal
amounts on the Amended Term Note and the Third Amended Revolving Note (the
"Notes") shall bear interest at a rate per annum equal to two percent (2%) above
Lender's Prime Rate, in effect from time to time (the "Base Rate"), except that
all outstanding principal amounts that currently bear interest at a rate based
on the Eurodollar Rate shall continue to bear interest based on such rate until
converted as provided below. Henceforth, Conversion to an interest rate based
upon a Eurodollar rate will not be available to the Borrower. All outstanding
principal amounts on the Notes that presently bear interest at a rate based on
the Eurodollar Rate shall automatically convert to the Base Rate at the end of
the next applicable Interest Period for same. Interest on the unpaid principal
amounts on the Notes shall be due on the eighth day of each month commencing on
April 8, 2000 and shall be calculated on the basis of the actual number of days
elapsed over a three hundred sixty (360) day year. Contemporaneously herewith,
the Borrower shall execute a Second Amended and Restated Term Note and a Fourth
Amended and Restated Revolving Note further memorializing, inter alia, the
interest rate provisions.

8.   TERM LOAN PAYMENT.
     Anything in the Loan Documents notwithstanding, Section 1.2 (c) of the Loan
Agreement is amended to provide that Borrower shall make the following principal
payments to the Lender in respect of the Amended Term Note:

(a)  $500,000 is due and payable on or before March 8, 2000. This payment
     replaces the March 31, 2000 Accelerated Payment due under paragraph 5 of
     the Consent Agreement.

(b)  $200,000 is due and payable on the eighth day of each month commencing on
     April 8, 2000 and continuing until the Final Maturity Date.

9.   REPRESENTATION REGARDING EVENTS OF DEFAULT.
     The execution of this Amendment and the consummation of the transaction
contemplated in this Amendment is not, and shall not be deemed to constitute, a
waiver, forbearance or cure of any default arising prior or subsequent to the
date of this Amendment, other than the default under section 6.1 of the Loan
Agreement that is the subject of the Waiver. The Borrower represents that there
exists no Events of Default other than the default that has been disclosed to



                                        3

<PAGE>   4



the Lender and is the subject of the Waiver. The Borrower agrees that no delay
on the part of Lender in exercising any power or right shall operate as a waiver
or forbearance of any such power or right or preclude the further exercise of
any other power or right. The remedies herein are cumulative and not exclusive
of any remedies provided by law. Any notice to or demand given under the terms
of this Agreement shall not entitle the Borrower to further notice or demand
under any other Loan Document.

10.  RELEASE OF LENDER.
     As additional consideration for the Waiver set forth herein, Borrower
hereby remises, releases, waives and forever discharges Lender and its
predecessors, successors and assigns, its parents, subsidiaries, officers,
directors, members, shareholders, agents, employees, representatives, attorneys
and any affiliated companies, their parents, subsidiaries, officers, directors,
shareholders, agents, employees, representatives and attorneys (collectively,
the "Released Parties") from any and all claims, demands, damages, actions or
causes of action whatsoever, known or unknown, from the beginning of time
through the date of this Amendment, related to the Loan Documents or the
administration of any of the above.

11.  NO LEGAL RESTRAINT.
     The Borrower represents that no (i) litigation, investigation or other
proceeding of or before any Governmental Authority is pending or, to the best of
knowledge of each member of the Inmark Group, threatened against any member of
the Inmark Group or any of its properties or revenues that could have a Material
Adverse Effect or (ii) injunction, writ, restraining order or any order of any
nature has been issued by any Governmental Authority directing that the
transactions provided for in this Amendment not be consummated as therein
provided.

12.  CONDITION SUBSEQUENT.
     This Amendment shall become automatically void and of no force and effect
if on or prior to February 18, 2000 Lender shall not have received a certificate
from the Secretary or an Assistant Secretary of each member of the Inmark Group,
dated the Closing Date, certifying (as applicable) that (i) attached to each
such certificate is a true, complete and correct copy of the resolutions of the
Board of Directors of such member of the Inmark Group authorizing among other
things the execution, delivery and performance of this Amendment, and (ii) such
resolutions have not been amended, modified, revoked or rescinded since the
dates on which they were adopted, and (iii) the incumbency and signature of each
officer signing this Agreement and any other certificate or other document to be
delivered pursuant hereto (and another officer of such member of the Inmark
Group shall certify as to the incumbency of such Secretary or Assistant
Secretary).

13.  CONTINUED VALIDITY OF ORIGINAL LOAN DOCUMENTATION.
     Except as otherwise provided herein, the Loan Documents and all other
documents executed in connection therewith, shall continue unchanged in full
force and effect, in accordance with their respective terms, and the parties
hereto hereby expressly confirm and reaffirm all of their respective
liabilities, obligations, representations, warranties, duties and
responsibilities under and pursuant to said Loan Documents.



                                       4


<PAGE>   5


14.  AMENDMENT CONTROLS.
     In the event of a conflict between the terms and conditions of this
Amendment and the terms and conditions of any of the Loan Documents, the terms
and conditions of this Amendment shall control.


15.  INDEMNIFICATION.
     (a) The Borrower hereby indemnifies and agrees to protect, defend and hold
harmless the Lender, any entity which "controls" the Lender within the meaning
of Section 15 of the Securities Act of 1933, as amended, or is under common
control with the Lender, and any member, officer, director, official, agent,
employee or attorney of the Lender, and their respective heirs, administrators,
executors, successors and assigns (collectively, the "Indemnified Parties"),
from and against any and all losses, damages, expenses or liabilities of any
kind or nature and from any suits, claims or demands, including reasonable
attorneys' fees incurred defending such claim, suffered by any of them and
caused by, relating to, arising out of, resulting from, or in any way connected
with the Loan Documents, this Amendment or the transactions contemplated therein
or herein including, without limitation: (i) any untrue statement of a material
fact contained in information submitted to Lender by the Borrower or the
omission of any material fact necessary to be stated therein in order to make
such statement not misleading or incomplete; and (ii) the failure of the
Borrower to perform any obligations herein required to be performed by the
Borrower, except that the Borrower shall not be required to indemnify the Lender
for their gross negligence or willful misconduct. In case any action shall be
brought against Lender or any other Indemnified Party in respect to which
indemnity may be sought against the Borrower, Lender shall promptly notify the
Borrower and the Borrower shall assume the defense thereof, and the payment of
all costs and expenses. Lender may select and employ counsel, provided that the
Borrower shall pay all of such counsel's fees, expenses and disbursements and
the Borrower shall indemnify Lender for any loss associated with or resulting
from such representation. The failure of Lender to so notify the Borrower shall
not relieve the Borrower of any liability they may have under the foregoing
indemnification provisions or from any liability which they may otherwise have
to Lender or any of the other Indemnified Parties, except to the extent such
failure to notify results in unreasonable prejudice to the Borrower. Lender
shall not be liable for any settlement of any such action effected without their
written consent, but if settled with the Borrower's consent, or if there be a
final judgment for the claimant in any such action, the Borrower agrees to
indemnify and save harmless Lender from and against any loss or liability by
reason of such settlement or judgment.
     (b) The provisions of this Section shall survive the term of this
Amendment and the repayment or other satisfaction of the Notes.

16.  PAYMENT OF LENDER'S EXPENSES AND LEGAL FEES.
     The Borrower shall pay for all reasonable costs and expenses, including
attorneys fees, incurred by Lender in connection with the negotiation,
preparation and execution of this Amendment.

17.  NO NOVATION.
     It is the intention of the parties hereto that this Amendment shall not
constitute a novation and shall in no way adversely affect or impair the lien
priority of any of the Loan Documents.


                                       5

<PAGE>   6



18.  SURVIVAL PROVISIONS.
     The covenants, representations and obligations contained in this Amendment
shall survive the execution of all transactions contemplated by this Amendment,
and this Amendment shall bind and benefit the parties hereto and their
respective heirs, executors, administrators, personal representatives,
successors and assigns.

19.  ENTIRE AGREEMENT.
     (a) This Amendment and the Loan Documents contain all of the covenants,
representations, warranties and agreements between the parties with respect to
the subject matters contained herein, and supercedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof. The parties to this Amendment acknowledge that all the
terms of this Amendment were negotiated at arm's length and after adequate and
independent investigation on their respective parts and that this Amendment and
all documents executed in connection therewith were prepared and executed
without duress, undue influence or coercion of any kind exerted by any party
upon the other.
     (b) Each party acknowledges and confirms that it has not relied upon
Lender or any officer, director or employee of the Lender, or upon the advice
of any but its own accountants or counsel, concerning any aspect of the
transactions contemplated by this Amendment including, without limitation, the
tax implications thereof and the representations herein made.

20.  FURTHER ASSURANCES.
     The parties hereto agree to execute all such further instruments and take
all such further action that may be reasonably required by any party to fully
effectuate the terms and provisions of this Amendment and the transaction
contemplated herein.

21.  NOTICE TO THE LENDER.
     Any notices or other communications required to be given to the Lender
under the Loan Documents shall be sent in the manner contemplated under the Loan
Documents, addressed as follows:

                           PNC Bank, National Association
                           2 Tower Center
                           East Brunswick, New Jersey  08816
                           Attention:  David Jensen
                                       Vice President
                           Facsimile:  732-220-3499

With a copy to:

                           McCarter & English, LLP
                           Four Gateway Center
                           100 Mulberry Street
                           Newark, New Jersey  07102
                           Attention:  Lisa Bonsall, Esq.
                           Facsimile:  973-624-7070


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<PAGE>   7


22.  PARTICIPATIONS.
     Lender expressly retains and reserves its rights to sell and assign its
interests  under the Loan  Documents and this  Amendment and fully  disclose its
files in connection  with the Loan Documents,  and/or any collateral  pledged in
connection therewith (the "Collateral"), to potential purchasers of the Lender's
interests under the Loan Documents.

23.  NO MODIFICATION OF AGREEMENT EXCEPT IN WRITING.
     The within Amendment encompasses all the terms between the parties,
notwithstanding any verbal communications between the parties. No further terms
shall be deemed effective, unless in writing and executed by both parties. The
parties hereto acknowledge the provisions of N.J.S.A. 25:1-5, which precludes
enforcement, inter alia, of any oral promises relating to extensions of credit
and agree that its provisions are fully applicable to this Amendment.

24.  WAIVER OF JURY TRIAL.
     THE BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY
IN ANY LITIGATION WITH RESPECT TO ANY ASPECT OF THIS AMENDMENT OR THE LOAN
DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT
WITH INDEPENDENT COUNSEL WITH RESPECT TO THIS WAIVER.

25.  GOVERNING LAW.
     This Amendment shall be construed and enforced in accordance with the laws
of New York without regard to principles of conflicts of law.

26.  EVENT OF DEFAULT.
     Failure to timely make any payment contemplated in this Amendment, or the
breach of any representation or warranty contained herein shall constitute an
event of default ("Event of Default") under the Loan Documents.
     The Borrower's breach of any other representation or warranty contained in,
or its failure to comply with any term or covenant of any of the Loan Documents,
and/or any other document executed in connection with the foregoing, shall
constitute an Event of Default.
     Upon the occurrence of an Event of Default, Lender shall be free to pursue
all of its legal and equitable rights and remedies including, but not limited
to, all of its remedies under the Loan Documents, this Amendment, any documents
executed in connection herewith, and any remedies that may otherwise exist at
law or in equity..

27.  CONSTRUCTION.
     The parties hereto agree that the terms and language of this Amendment were
the result of negotiations between the parties and, as a result, there shall be
no presumption that any ambiguities in this Amendment shall be resolved against
either party. Any controversy over the construction of this Amendment shall be
decided neutrally, in light of its conciliatory purposes, and without regard to
events of authorship or negotiation. All terms and words used in this Amendment,
regardless of the number and gender in which used, shall be deemed to include
any other number or gender as the context or use thereof may require. If more
than one person or entity is named as the Borrower, each such person or entity
shall be jointly and severally liable for the representations, warranties,
covenants and obligations of the Loan Documents and this Amendment. The captions
contained in this Amendment are used for convenience of reference



                                       7


<PAGE>   8

only and in no way define limit or describe the scope or intent of this
Amendment or any particular paragraph or section hereof or the proper
construction hereof.

28.  ADMISSIBILITY.
     The terms of this Amendment, when executed, shall be fully admissible in
any court of law. The parties hereto waive any objection that may be interposed
under any state or federal rules of evidence as to the admissibility of this
document.

29.  NO THIRD PARTY BENEFICIARIES.
     It is not the intent of the parties who are signatories to this Amendment
to grant any rights whatsoever to parties who are not signatories to this
Amendment and no provision of this Amendment should be construed to grant any
rights to any party who is not a signatory herein.

30.  COUNTERPARTS.
     This Amendment may be executed in several counterparts, each of which,
when  executed  and  delivered,  shall be deemed an  original,  and all of which
together shall constitute one Amendment.

31.  CLOSING DATE.
     The Closing Date shall be the last date by which each Party executes this
Amendment, the Fourth Amended and Restated Revolving Note, the Second Amended
and Restated Term Note, and the CoActive Guaranty.

32.  ASSIGNMENT.
     This Amendment shall be binding upon and inure to the benefit of Lender,
the Borrower and their respective permitted heirs, successors and assigns. The
Borrower shall not assign this Amendment without the prior written consent of
Lender.

THE BORROWER DECLARES THAT EACH PARTY TO THIS AMENDMENT HAS RECEIVED, WITHOUT
CHARGE, A TRUE COPY OF THIS AMENDMENT.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Closing
Date,

                                       COACTIVE MARKETING GROUP, INC.
                                       (f/k/a Inmark Enterprises, Inc.)

Attest:_________________               By:  /s/ Donald A. Bernard
                                            ---------------------
                                       Name/Title Donald Bernard, Executive Vice
                                       President and Chief Financial Officer
                                       Date:   2/11/00

                                       U.S. CONCEPTS, INC.
                                       (a Delaware corporation)

Attest:_________________________       By:    /s/ Donald A. Bernard
                                              ---------------------
                                       Name/Title Donald Bernard, Executive Vice
                                       President and Chief Financial Officer
                                       Date:   2/11/00


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<PAGE>   9


                                       INMARK SERVICES, INC.


Attest:_________________________       By:    /s/ Donald A. Bernard
                                              ---------------------
                                       Name/Title Donald Bernard, Executive Vice
                                       President and Chief Financial Officer
                                       Date:   2/11/00

                                       OPTIMUM GROUP, INC.


Attest:_________________________       By:    /s/ Donald A. Bernard
                                              ---------------------
                                       Name/Title Donald Bernard, Executive Vice
                                       President and Chief Financial Officer
                                       Date:   2/11/00





                                       PNC BANK, N.A.



Attest:_________________________       By:    /s/ David Jensen
                                              ----------------
                                       Name/Title David Jensen, Vice President
                                       Date:  2/11/00


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