Exhibit 10

                         MARKETING SERVICES GROUP, INC.

                       FOURTH MEMORANDUM OF UNDERSTANDING


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      This is to confirm our  understanding  that we hereby agree to amend for a
fourth time,  effective as of November  19, 1997 and in  memorialization  of the
agreements  reached as of such date,  certain of the  provisions of that certain
Stock Purchase  Agreement,  dated January 31, 1997 (the  "Purchase  Agreement"),
between Marketing  Services Group, Inc. (formerly All-Comm Media Corporation and
prior thereto Alliance Media Corporation)  (hereinafter "MSGI") and Stephen Dunn
(hereinafter "Dunn") in each of the following respects:

    1.         MSGI and Dunn hereby agree that,  for purposes of Section 2(b) of
               the Purchase Agreement, the "Pre-Tax Earnings" for Stephen Dunn &
               Associates,  Inc. ("SDA") for the first "Post-Closing Year" ended
               June 30, 1996 and for the second  "Post-Closing  Year" ended June
               30,  1997  shall  be  deemed  to  be  $1,571,135   and  $500,523,
               respectively.

    2.         As a result of the agreements set forth in Section 1 hereof, MSGI
               and Dunn  hereby  agree that Dunn shall be  entitled  to the full
               $850,000 earn out payable in respect of the second  "Post-Closing
               Year"  ending  June 30,  1997 and MSGI  hereby  agrees  that such
               $850,000  earn out shall be paid $425,000 in cash and $425,000 in
               shares of MSGI's common stock as soon as  reasonably  practicable
               after the  execution  and delivery of this Fourth  Memorandum  of
               Understanding by the parties.  MSGI and Dunn hereby further agree
               that Dunn shall be entitled to receive the payment of interest on
               the  $425,000  cash portion of the earn out at the rate of 8% per
               annum from  October 1, 1997  through the date that such  $425,000
               cash  portion of the earn out is  actually  paid by MSGI.  If the
               $425,000  cash  portion of the earn out is paid on  November  30,
               1997,  the  amount  of  interest  due to Dunn  from  MSGI will be
               $5,567.  MSGI and Dunn  hereby  further  agree that the number of
               shares of MSGI's  common stock to be delivered to Dunn is 139,178
               as  calculated  by Scott  Anderson  of MSGI in his June 30,  1997
               memorandum to Dunn.

    3.         For purposes of calculating SDA's "Pre-tax Earnings" for purposes
               of the earn out due in respect of the third  "Post-Closing  Year"
               ending  June  30,   1998,   MSGI  and  Dunn  hereby  agree  that,
               notwithstanding any contrary provisions contained in the Purchase
               Agreement,  as heretofore amended, the following amounts shall be
               added to, or subtracted from,  SDA's "Pre-Tax  Earnings" for such
               third "Post-Closing Year":

          (a)  SDA's "Pre-Tax Earnings" for such third "Post-Closing Year" shall
               be adjusted by adding back into SDA's "Pre-Tax  Earnings" the sum
               of $18,000  representing  approximately  50% of the costs paid or
               incurred by SDA in respect of the person recently hired by SDA as
               a  bookkeeper  to monitor and handle  SDA's  accounts  receivable
               financing   arrangement  with  its  institutional  lender,  which
               accounts receivable  financing  arrangement was instituted at the
               behest of MSGI.

          (b)  SDA's "Pre-Tax Earnings" for such third "Post-Closing Year" shall
               be further adjusted by adding back into SDA's "Pre-Tax  Earnings"
               all  interest,  fees and other costs in excess of $12,000 paid or
               accrued  in  respect  of  the   accounts   receivable   financing
               arrangement  referred to in Section  3(a) above  during the third
               "Post-Closing Year" ending June 30, 1998.

          (c)  SDA's  "Pre-Tax  Earnings"  for such  third  "Post-Closing  Year"
               ending  June 30,  1998 shall also be  adjusted as provided in the
               second sentence of Section 5 hereof.

          (d)  SDA's "Pre-Tax Earnings" for such third "Post-Closing Year" shall
               be further  adjusted by subtracting the amount of $25,000 for the
               third "Post-Closing Year" for the accounting and related services
               provided  by  Scott  Anderson  and  his  staff  at MSGI to SDA in
               connection  with SDA's  preparation of its  accounting  books and
               records for the third  "Post-Closing  Year"  ending June 30, 1998
               provided such accounting  services are actually rendered by Scott
               Anderson  and his  staff in a  manner  similar  to such  services
               provided during the first and second  "Post-Closing  Years" ended
               June 30,  1996 and June 30,  1997.  Except  as  provided  in this
               Section 3(d), MSGI shall not be entitled to any other adjustments
               of any kind  whatsoever  related to allocation of MSGI's overhead
               or any other expenses incurred by MSGI to or on behalf of SDA for
               the third "Post-Closing Year" ending June 30, 1998.

    4.         In  consideration  of MSGI's  agreements  set forth in Sections 1
               through 3 hereof,  Dunn hereby agrees that he will cease to serve
               as a director, officer and employee of SDA effective on and as of
               the close of business on December 31, 1997.  Dunn further  agrees
               that,  during the period from January 1, 1998  through  April 24,
               1998, he will  continue to serve SDA as a consultant  for up to a
               maximum  average  of 20 hours  per week as  requested  by  Krista
               Mooradian  and/or Tom  Scheir at SDA.  In  consideration  of such
               consulting  services,  MSGI  hereby  agrees  that  SDA  shall  be
               obligated  to pay,  and shall pay,  Dunn the sum of $125 for each
               hour of consulting services actually rendered by Dunn during such
               6-month time period.  All services  rendered by Dunn  pursuant to
               the foregoing consulting  arrangement shall be performed at times
               and at places as are  reasonably  agreed to between  SDA and Dunn
               and shall be billed to SDA by Dunn in minimum  increments of 1/10
               of an hour.

    5.         MSGI and Dunn  hereby  reaffirm  their prior  agreement  that SDA
               shall be responsible for paying Dunn for all legal and accounting
               fees  and   expenses   incurred  by  Dunn  which  relate  to  any
               calculations,   accountings,   discussions  and/or   negotiations
               resulting in any  amendments  or any proposed  amendments  to the
               Purchase Agreement including, but not limited to, the discussions
               and/or  negotiations   relating  to  this  Fourth  Memorandum  of
               Understanding.  Moreover,  such  legal  and  accounting  fees and
               expenses  shall be added  back to SDA's  "Pre-Tax  Earnings"  for
               purposes of determining the earn out for the third  "Post-Closing
               Year" ending June 30, 1998.

    6.         MSGI represents that this Fourth  Memorandum of Understanding has
               been duly  authorized  by all necessary  corporate  action on its
               part.

    7.         Except as set forth  herein,  all of the terms and  provisions of
               the Purchase Agreement,  as heretofore amended,  between MSGI and
               Dunn shall remain in full force and effect.  MSGI and Dunn hereby
               further  agree that,  in the event that any of the  provisions of
               this  Fourth   Memorandum  of  Understanding  are  deemed  to  be
               inconsistent  with the provisions of the Purchase  Agreement,  as
               heretofore  amended,  the provisions of this Fourth Memorandum of
               Understanding shall prevail over any such inconsistent provisions
               of the Purchase Agreement, as heretofore amended.

               "MSGI"                              "Dunn"

   MARKETING SERVICES GROUP, INC.
   (formerly All-Comm Media Corporation and
   prior thereto Alliance Media Corporation)

      By:  /s/  Jeremy Barbera            /s/  Stephen Dunn
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                Jeremy Barbera,                Stephen Dunn
                President and
                Chief Executive Officer