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                      MODIFICATION TO EMPLOYMENT AGREEMENT

     This Modification To Employment Agreement  ("Modified  Agreement") is being
made as of this ____ day of January,  2001,  by and between  MARKETING  SERVICES
GROUP,  INC., a Nevada  corporation (the "Company") having its principal offices
at  333  Seventh   Avenue,   New  York,   NY  10001,   and  STEPHEN  J.  KILLEEN
("Employee")(collectively  the "Parties"),  an individual  residing at 6 Kennedy
Lane, Southborough, Massachusetts 01772.

     WHEREAS,  the Parties  entered into an Employment  Agreement  dated July 6,
2000 (the "Employment Agreement"); and

     WHEREAS,  the Parties desire to modify the  Employment  Agreement to update
their understanding with respect to certain provisions regarding  termination of
Employee's employment with Company; and

     WHEREAS,  the Employment  Agreement provides that any modifications must be
made by a written instrument duly executed by each party; and

     WHEREAS,  the  Parties  desire  to  modify  certain  terms  and  conditions
contained in the Employment  Agreement  which terms and conditions are set forth
in this Modified Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and agreements
contained herein,  and intending to be legally bound hereby,  the Parties hereto
agree as follows:

     1. The  Parties  agree that  Employee's  termination  shall be deemed to be
without cause if exercised in accordance with this Modified Agreement.

     2. The Employment  Agreement is modified to delete existing  Section 8. and
to replace the same with the following:

          A.  Notwithstanding any provisions in the Employment  Agreement to the
     contrary,  Employee shall be entitled to terminate his employment  upon the
     earlier of the following to occur:

               (i) the date the  Company  executes  an  agreement  with  another
               individual  or  entity  providing  for  the  merger  or  sale  of
               substantially  all of the Company's  assets;  or (ii)  Wednesday,
               February 28, 2001.

          B. Upon such termination, Employee shall be entitled to:

               (i) severance pay equal to 2.99 times the sum of Employee's  base
               salary in the amount of  $400,000.00  plus his first year's bonus
               in the amount of  $200,000.00;  (ii) all stock options granted to
               Employee  pursuant to Section 3. (b) of the Employment  Agreement
               shall fully vest and become  immediately  exercisable;  and (iii)
               any accrued but unused vacation time.

          C. The sums owed to Employee  pursuant to 2.B.(i)  are  calculated  as
     follows:

                             Employee's Base Salary             $400,000.00
                             Employee's Bonus                   $200,000.00

                             Total Compensation:                $600,000.00

                            $600,000.00 multiplied by 2.99    $1,794,000.00

          D.  Company  shall  pay  the  $1,794,000.000  owed to  Employee  under
     Paragraph  2.B.(i),  as calculated under Paragraph 2.C., in accordance with
     the following Schedule:

                                    May 1, 2001               $225,250.00
                                    August 1, 2001            $225,250.00
                                    November 1, 2001          $448,500.00
                                    February 1, 2002          $448,500.00
                                    May 1, 2002               $448,500.00

                    Any other sums owed to Employee under this Section shall be

          paid on May 1, 2001.

     3. The Employment Agreement is modified to delete Section 7.(d).

     4. Upon the termination of the Employment Agreement in accordance with this
Modified  Agreement and the satisfaction of all payments  required to be made to
Employee  upon  termination,  the Parties,  their agents,  servants,  attorneys,
employees for good and valuable  consideration,  do hereby  remise,  release and
forever discharge the other from all debts, demands,  actions, causes of action,
suits, accounts, promises, doings, omissions, covenants, contracts,  agreements,
damages and liabilities whatsoever,  known and unknown, of every name and nature
which either  Employee or Company now has, may have,  or has ever had,  from the
beginning  of time to the date of  termination  of  Employee's  employment  with
Company  Employee  and Company  intend that this Release take effect as a sealed
instrument.  5. If Company  becomes  the  subject of a petition  in  bankruptcy,
either  voluntary  or  involuntary,  or in any other  proceeding  under  federal
bankruptcy  laws or makes an assignment for the benefit of creditors or is named
in or the Company's  property becomes subject to a suit for the appointment of a
receiver,  then all sums owed to Employee  under this  Agreement,  not yet paid,
shall become immediately due and payable.  6. In the event any provisions of the
Employment Agreement are contrary to this Modified Agreement,  the provisions of
this Modified Agreement shall control.





                                            MARKETING SERVICES GROUP, INC.


                                            By:  /S/ Jeremy Barbera
                                                -------------------------------

                                                Jeremy Barbera, Chairman & CEO

                                                 /S/ Stephen J. Killeen

                                                -------------------------------
                                                Stephen J. Killeen