EMPLOYMENT AGREEMENT


            THIS AGREEMENT (this "Agreement") is being made as of the 1st day of
   January 2000 between  MARKETING  SERVICES GROUP,  INC., a Nevada  corporation
   (the  "Company"),  having its principal  offices at 333 Seventh  Avenue,  New
   York, New York 10001, and RUDY HOWARD  ("Employee"),  an individual  residing
   at: 322 Windchase Lane, Wilmington, North Carolina 28409.

                              W I T N E S S E T H:
            WHEREAS, the Board of Directors of the Company (the "Board") desires
   the  Company to employ the  Employee  as the Chief  Financial  Officer of the
   Company and to compensate him therefor; and

            WHEREAS, the Employee desires to serve as Chief Financial Officer of
   the Company, on the terms and conditions set forth herein.

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

            1. Nature of  Employment;  Term of  Employment.  The Company  hereby
   employs  Employee and Employee agrees to serve the Company upon the terms and
   conditions contained herein, for a term, subject to the provisions of Section
   7,  commencing as of the date hereof and  continuing  until December 31, 2003
   (the "Initial Term"). This Agreement shall be automatically  renewed annually
   for an  additional  term of four (4) years,  unless either party hereto shall
   provide  ninety (90) days notice to the other party  hereto,  of their intent
   not to renew this Agreement.

            2. Duties and Powers as Employee.  (a) During the Term, the Employee
   shall serve as the Chief Financial  Officer of the Company and shall have the
   authority, functions, duties, powers and responsibilities normally associated
   with such  position and as from time to time may be  prescribed by the Board.
   The Employee agrees,  subject to his election as Chief Financial  Officer and
   without additional compensation,  to serve during the Employment Term in such
   additional  offices of comparable  stature and responsibility to which he may
   be elected  from time to time in the  Company's  Subsidiaries  (as defined in
   Section 10 below) and to serve as a director and as a member of any committee
   of the Board and/or any of the Company's Subsidiaries.

                  (b) During the  Employment  Term and subject to the provisions
   of  Section  2(e),  (i)  the  Employee's  services  shall  be  rendered  on a
   full-time,  exclusive  basis,  (ii) he will apply on a full-time basis all of
   his skill and experience to the performance of his duties in such employment,
   and shall report only to the Chairman of the Board or any designate appointed
   by the  Chairman  of the Board,  (iii) he shall have no other  employment  or
   outside business  activities and (iv) unless the Employee otherwise consents,
   the location for the  performance  of his services shall be at the discretion
   of the  Chairman  of the  Board,  subject  to such  reasonable  travel as the
   performance of his duties in the business of the Company may require.

                  (c)  Employee  agrees  that  the  Company  may  obtain  a life
   insurance  policy  on  the  life  of  Employee  naming  the  Company  as  the
   beneficiary  thereof.  The Company will also purchase a life insurance policy
   for Employee  equal to 2X the Base Salary  whereby the family of the Employee
   will serve as beneficiary.

                  (d)  During  the  Employment  Term,  the  Employee  shall not,
   directly  or  indirectly,  without  the prior  written  consent of the Board,
   render any  services  to any Person (as  defined in Section 10 below),  other
   than the Company and its  Subsidiaries and other Persons in which the Company
   may have an  interest,  or acquire any interest of any type in any such other
   Person that is in competition  with the Company or any of its Subsidiaries or
   in conflict  with his  full-time,  exclusive  position as a senior  executive
   officer of the Company;  provided,  however,  that the foregoing shall not be
   deemed to prohibit the Employee from (i) acquiring,  solely as an investment,
   securities of any person which are registered under Section 12(b) or 12(g) of
   the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") and
   which are publicly traded, so long as he is not part of any group required to
   make any filing  under  Section  13(d) of the Exchange Act in respect of such
   person and such  securities do not constitute two (2%) percent or more of any
   class of outstanding securities of such person, (ii) acquiring,  solely as an
   investment,  any  securities  of any  person  (other  than a person  that has
   outstanding  securities  covered by the  preceding  clause (i)) so long as he
   remains a passive  investor  in such  person and does not become  part of any
   control  group  thereof  and so long  as such  person  is  not,  directly  or
   indirectly,  in competition with the Company or any of its  Subsidiaries,  or
   (iii)(A)  serving on the boards of directors of a reasonable  number of other
   corporations  (none of which  are in  competition  with  the  Company  or its
   Subsidiaries)  or the  boards of a  reasonable  number of trade  associations
   and/or  charitable  organizations  or, with the prior written  consent of the
   Board,  to  provide  consulting  services  for any  such  corporation,  trade
   association  and/or  charitable  organization,  (B)  engaging  in  charitable
   activities  and community  affairs and (C) managing his personal  investments
   and affairs; provided that the activities referred to in this clause (iii) do
   not in the  aggregate  interfere  in any  material  respect  with the  proper
   performance  of  his  duties  and  responsibilities  as the  Company's  Chief
   Financial Officer. For purposes of the foregoing, a person shall be deemed to
   be in competition  with the Company or any of its  Subsidiaries if it (or its
   Subsidiaries  or Affiliates (as defined in Section 10 below)) is then engaged
   in any  line  of  business  that is  substantially  the  same as any  line of
   business in which the Company or any of its Subsidiaries is engaged.

            3.   Compensation.   (a)  As  base  compensation  for  his  services
   hereunder,  the Company shall pay Employee a base salary (the "Base Salary"),
   payable in weekly installments,  at the annual rate of Three Hundred Thousand
   ($300,000)  Dollars  for the first  full year of the  Employment  Term and an
   amount,  not less  than the Base  Salary,  for each  other  full  year of the
   Employment Term.

                  (b) In addition to the Base Salary, Employee shall receive for
   his services hereunder options (the "Options") under the Company's 1991 Stock
   Option Plan (the "Plan") to purchase  two hundred  fifty  thousand  (250,000)
   shares of the common stock, $.01 par value per share, of the Company at a per
   share exercise  price equal to the fair market value of the Company's  common
   stock on January 13, 2000,  which Options  shall vest and become  exercisable
   over a two (2)-year  period,  beginning as of the date hereof,  in accordance
   with the Company's  current practice and the standard terms and conditions of
   the Plan.

                  (c) During the Employment Term, the Employee shall be entitled
   to participate in all employee pension and welfare benefit plans and programs
   made  available to the  Company's  senior level  executives  or its employees
   generally,  as such  plans or  programs  may be in effect  from time to time,
   including without limitation,  pension,  savings, 401(k) and other retirement
   plans or programs, medical, dental, hospitalization, short-term and long-term
   disability and life insurance  plans, and any other employee benefit plans or
   programs  that may be  sponsored  by the Company  from time to time,  whether
   funded or unfunded.

                  (d)  Employee  shall be  eligible  to  receive  bonuses,  in a
   maximum  amount equal to up to fifty  percent  (50%) of the Base Salary,  for
   each  year  of the  Employment  Term if and as  determined  by the  Board  of
   Directors of the Company,  subject to the approval of the audit  committee of
   the Company (the "Audit  Committee").  Such bonuses,  if any,  shall be based
   upon the Company meeting certain goals as established by the Audit Committee,
   as  customized  to the  Employee's  performance  hereunder.  Notwithstanding,
   unless  this  Agreement  is  terminated  prior to  December  31,  2000 by the
   Employee,  the  Employee  shall  receive  a bonus in an  amount  equal to One
   Hundred Fifty Thousand  ($150,000)  Dollars for his services  provided to the
   Company during the first full year of the Employment Term.

               4.   Expenses;   Vacations.   Employee   shall  be   entitled  to
   reimbursement  for  reasonable  travel  and  other   out-of-pocket   expenses
   reasonably  incurred  in  the  performance  of  his  duties  hereunder,  upon
   submission and approval of written  statements  and bills in accordance  with
   the then regular  procedures  of the Company.  Employee  shall be entitled to
   twenty  (20) days paid  vacation  time in  accordance  with the then  regular
   procedures of the Company  governing  executives  as determined  from time to
   time by the Company's  Board of Directors and  communicated,  in writing,  to
   Employee.  Up to a maximum of five (5) days of unused  vacation  from any one
   year of the  Employment  Term may be carried over into the  subsequent  year;
   provided,  however,  that  Employee  may not use more than  twenty-five  (25)
   vacation days in any single year. In  consideration  for Employee's  right to
   carry over unused  vacation,  Employee hereby waives his right to be paid for
   any unused vacation time.

            5.  Representations and Warranties of Employee.  Employee represents
   and  warrants to the Company  that (a)  Employee is under no  contractual  or
   other  restriction or obligation which is inconsistent  with the execution of
   this Agreement,  the performance of his duties hereunder, or the other rights
   of the Company hereunder; (b) Employee's execution of this Agreement does not
   require  the  consent of any  person;  (c)  Employee  is under no physical or
   mental  disability  that would  hinder his  performance  of duties under this
   Agreement;   and  (d)  this  Agreement  constitutes  the  valid  and  binding
   obligation  of the Employee  enforceable  against the Employee in  accordance
   with its terms.

            6.  Restrictive  Covenants.  During the three (3) years  following
   the  end  of  the  Employee's  employment  by the  Company  (the  "Covenant
   Period"):

                  (a)  The  Employee  agrees  that  he  will  not,  directly  or
   indirectly,  as  a  partner,  officer,   employee,   director,   stockholder,
   proprietor,  consultant,   representative,  agent  or  otherwise  become,  be
   interested in, associate with or render assistance to any Person: (i) engaged
   in the ownership,  operation and/or management of any direct marketing and/or
   Internet marketing  business;  or (ii) engaged in such other line of business
   within a 250 mile radius of any location at which the Company is then engaged
   therein if during the last full fiscal year of the Company preceding the date
   of the termination of the Employee's employment,  such other line of business
   accounted  for at least 5% of the  Company's  revenue  during such year.  The
   foregoing  provisions  shall not,  however,  prohibit  the  ownership  by any
   Employee of securities in accordance with Section 2(e).

                  (b) (i) The  Employee  agrees  that he will not,  directly  or
   indirectly,  during  the  Covenant  Period,  for his own  benefit  or for the
   benefit of any other Person,  knowingly solicit the professional  services of
   any Person employed by the Company,  any Subsidiary or any Affiliate  thereof
   or any Person who had been employed within three (3) months prior thereto, or
   otherwise interfere with the relationship between the Company, any Subsidiary
   or any Affiliate thereof and any of such Persons.

                     (ii) If this  Agreement is  terminated  pursuant to Section
   7(a),  then  Employee,  for a period  of  three  (3)  years  from the date of
   termination,  shall not,  directly or  indirectly,  solicit or encourage  any
   Person who was a customer of the Company,  any  Subsidiary  or any  Affiliate
   thereof  during the three (3) years prior to the date of such  termination to
   cease doing business with the Company or to do business with any other Person
   that is engaged in the same or similar business to that of the Company.

                     (iii) If this  Agreement  shall be  terminated  other  than
   pursuant to Section 7(a),  then  Employee,  for a period of one (1) year from
   the date of  termination,  shall  not,  directly  or  indirectly,  solicit or
   encourage any Person who was a customer of the Company, any Subsidiary or any
   Affiliate  thereof  during  the  three  (3)  years  prior to the date of such
   termination  to cease doing  business with the Company or to do business with
   any other  Person that is engaged in the same or similar  business to that of
   the Company.

                  (c)  The  Employee   recognizes  and  acknowledges   that,  in
   connection  with his  employment  with the  Company,  he will have  access to
   valuable  trade secrets and  confidential  information of the Company and its
   Subsidiaries  and  Affiliates  including,  but not limited to,  customer  and
   supplier  lists,  business  methods and  processes,  marketing,  promotional,
   pricing and financial  information  and data relating to employees and agents
   (collectively,   "Confidential   Information")  and  that  such  Confidential
   Information is being made  available to the Employee only in connection  with
   the furtherance of his employment with the Company.  The Employee agrees that
   during the Employment Term and thereafter, he will not use or disclose any of
   such  Confidential  Information  to any  Person,  except that  disclosure  of
   Confidential  Information  by the  Employee  will  be  permitted:  (i) to the
   Company, its Subsidiaries and Affiliates and their respective advisors;  (ii)
   if such  Confidential  Information  has  previously  become  available to the
   public  through no fault of the  Employee;  (iii) if required by any court or
   governmental  agency  or body or is  otherwise  required  by law;  or (iv) if
   expressly consented to by the Company.

                  (d) The parties agree that a violation of any provision of any
   of the  foregoing  agreements  not to compete or disclose,  or any  provision
   thereof,  will cause irreparable damage to the Company, and the Company shall
   be entitled (without any requirement of posting a bond or other security), in
   addition to any other  rights and  remedies  which it may have,  at law or in
   equity, to an injunction enjoining and restraining the Employee from doing or
   continuing  to do  any  such  act  or  any  other  violations  or  threatened
   violations of this Section 6.

                  (e) Any interest in patents, patent applications,  inventions,
   copyrights,  developments,  and processes ("Such  Inventions") which Employee
   now or  hereafter  during  any  period he is  employed  by the  Company  may,
   directly or  indirectly,  own or develop  relating to the fields in which the
   Company may then be engaged shall belong to the Company;  and, forthwith upon
   request of the Company, Employee hereby agrees that he shall execute all such
   assignments and other documents and take all such other action as the Company
   may  reasonably  request  in order to vest in the  Company  all of his right,
   title, and interest in and to Such  Inventions,  free and clear of all liens,
   charges, and encumbrances.

                  (f) The Employee  acknowledges and agrees that the restrictive
   covenants  set forth in this  Section  6 (the  "Restrictive  Covenants")  are
   reasonable  and valid in  geographical  and  temporal  scope and in all other
   respects. If any court determines that any of the Restrictive  Covenants,  or
   any  part  thereof,  is  invalid  or  unenforceable,  the  remainder  of  the
   Restrictive  Covenants  shall not thereby be affected and shall be given full
   force and effect, without regard to the invalid or unenforceable parts.

                  (g) If  any  court  determines  that  any  of the  Restrictive
   Covenants,  or any part thereof,  is invalid or unenforceable for any reason,
   such court shall have the power to modify such Restrictive  Covenant,  or any
   part thereof, and, in its modified form, such Restrictive Covenant shall then
   be valid and enforceable.

            7. Termination. (a) Notwithstanding anything herein contained, if on
   or after  the  date  hereof  and  prior  to the end of the  Employment  Term,
   Employee is terminated For Cause (as defined  below),  then the Company shall
   have the right to give notice of termination of Employee's services hereunder
   as of a date to be  specified  in such  notice  (which  may not be less  than
   fourteen (14) days following the mailing of such notice),  and this Agreement
   shall terminate on the date so specified.  Termination "For Cause" shall mean
   Employee  shall (i) be convicted of a felony  crime,  (ii) commit any act, or
   omit to take any action,  in bad faith and to the  material  detriment of the
   Company,  (iii) commit an act of moral turpitude to the material detriment of
   the Company,  (iv) commit an act of fraud against the Company,  (v) refuse to
   implement,  or adhere to, reasonable  policies or directives of the Board, or
   (vi)  materially  breach  any term of this  Agreement  (including  Employee's
   voluntary  resignation or  termination of this Agreement  prior to the end of
   the Employment Term) and fail to correct such breach within ten (10) business
   days  after  written  notice  thereof;  provided,  that  in  the  case  of  a
   termination  pursuant to (ii), (iii),  (iv), (v) or (vi), such  determination
   must be made by the Board  after a  meeting  at which  Employee  was given an
   opportunity  to  explain  such  actions.  In  the  event  this  Agreement  is
   terminated  For Cause,  then  Employee  shall be entitled to receive only his
   salary at the rate  provided  in  Section 3 to the date on which  termination
   shall take  effect plus any  compensation  which is accrued but unpaid on the
   date of termination.

                  (b) In the event that Employee shall be physically or mentally
   incapacitated  or disabled or otherwise  unable fully to discharge his duties
   hereunder for a period of thirty (30)  consecutive  or  non-consecutive  days
   during the Employment  Term,  then this Agreement shall terminate upon notice
   in writing to Employee,  and no further  compensation (other than accrued but
   unpaid salary or bonus through the date of  termination)  shall be payable to
   Employee,  except as may otherwise be provided under any disability insurance
   policy or similar instrument.

                  (c) In the event that Employee shall die during the Employment
   Term, then this Agreement  shall  terminate on the date of Employee's  death,
   and no further  compensation  (other than accrued but unpaid  salary or bonus
   through  the date of  death)  shall be  payable  to  Employee,  except as may
   otherwise be provided under any insurance policy or similar instrument.

                        (d) In the event  that this  Agreement  is  terminated
   Without Cause,  Employee  shall receive  severance pay consisting of a single
   lump sum distribution  (with no present value adjustment) equal to 2.99 times
   the  compensation  paid during the preceding 12 months,  and all  outstanding
   stock options shall fully vest and become immediately exercisable.

            8.  Mergers,  Etc.  In the  event  of a  future  disposition  of the
   properties  and business of the  Company,  substantially  as an entirety,  by
   merger, consolidation,  sale of assets, sale of stock, or otherwise, then the
   Company  may  elect  to  assign  this  Agreement  and all of its  rights  and
   obligations  hereunder to the  acquiring or surviving  corporation.  Employee
   shall have the right to  terminate  this  Agreement  by written  notice given
   within  three  (3)  months  of  the  date  of  such  acquisition.  Upon  such
   termination, Employee shall receive severance pay consisting of a single lump
   sum distribution  (with no present value  adjustment) equal to 3.99 times the
   compensation  paid  during  the  preceding  12 months  (or,  in the case such
   termination  occurs  prior  to the  employee's  completion  of 12  months  of
   service,  the  distribution  shall equal 3.99 times the sum of the employee's
   annual base  salary plus the first years bonus as outlined in section  3(d)),
   and all  outstanding  stock options  shall fully vest and become  immediately
   exercisable.

            9.  Certain  Additional  Payments by the  Company.  Anything in this
   Agreement  to  the  contrary  notwithstanding,  in  the  event  it  shall  be
   determined  that any  payment or  distribution  by the  Company to or for the
   benefit  of  the  Executive  (whether  paid  or  payable  or  distributed  or
   distributable  pursuant  to the terms of this  Agreement  or  otherwise,  but
   determined  without  regard to any  additional  payments  required under this
   Section 9) (a  "Payment")  would be  subject  to the  excise  tax  imposed by
   Section  4999 of the Code or any  interest or  penalties  are incurred by the
   Executive with respect to such excise tax (such excise tax, together with any
   such interest and penalties,  are hereinafter collectively referred to as the
   "Excise Tax"),  then the Executive shall be entitled to receive an additional
   payment (a  "Gross-Up"  Payment) in an amount such that after  payment by the
   Executive of all taxes  (including  any  interest or  penalties  imposed with
   respect to such taxes), including,  without limitation, any income taxes (and
   any interest  and  penalties  imposed  with  respect  thereto) and Excise Tax
   imposed  upon the Gross-Up  payment  equal to the Excise Tax imposed upon the
   Payments.

(a)Subject to the provisions of Section 9 (c), all determination  required to be
   made under this Section 9, including  whether and when a Gross-Up  payment is
   required and the amount of such Gross-Up  Payment and the  assumptions  to be
   utilized in arriving at such  determination,  shall be made by the  certified
   public  accounting  firm which serves as the  Company's  auditor  immediately
   prior to the Change of Control (the "Accounting  Firm"),  which shall provide
   detailed supporting calculations both to the Company and the Executive within
   15 business days of the receipt of notice from the  Executive  that there has
   been a Payment,  or such  earlier  time as is requested by the Company or the
   Executive.  In the event  that such  Accounting  Firm  declines  to act,  the
   Company shall appoint another nationally recognized accounting firm (which is
   acceptable to the Executive) to make the  determinations  required  hereunder
   (which  accounting  firm shall then be  referred  to as the  Accounting  Firm
   hereunder).  All fees and  expenses  of the  Accounting  Firm  shall be borne
   solely by the Company.  Any Gross-Up Payment,  as determined pursuant to this
   Section 9, shall be paid by the Company to the Executive  within five days of
   the receipt of the Accounting Firm's determination.  Any determination by the
   Accounting  Firm shall be binding  upon the Company and the  Executive.  As a
   result of the  uncertainty in the  application of Section 4999 of the Code at
   the time of the initial determination by the Accounting Firm hereunder, it is
   possible that Gross-Up  Payments which will not have been made by the Company
   should  have been made  ("Underpayment"),  consistent  with the  calculations
   required to be made  hereunder.  In the event that the Company  exhausts  its
   remedies  pursuant to Section 9 (c) and the Executive  thereafter is required
   to make a payment of any Excise Tax, the Accounting  Firm shall determine the
   amount of the Underpayment that has occurred and any such Underpayment  shall
   be promptly paid by the Company to or for the benefit of the Executive.
(b)The  Executive  shall  notify  the  Company  in  writing  of any claim by the
   Internal  Revenue  Service that, if successful,  would require the payment by
   the Company of the Gross-Up Payment. Such notification shall be given as soon
   as practicable but no later than fifteen days after the Executive is informed
   in writing of such claim and shall  apprise the Company of the nature of such
   claim and the date on which such claim is requested to be paid. The Executive
   shall  not pay  such  claim  prior to the  expiration  of the  30-day  period
   following  the date on which it gives  such  notice to the  Company  (or such
   shorter  period  ending on the date that any payment of taxes with respect to
   such claim is due). If the Company notifies the Executive in writing prior to
   the  expiration  of such  period that it desires to contest  such claim,  the
   Executive shall:

     (i)  give the Company any information  reasonably  requested by the Company
          relating to such claim,

     (ii) take such  action in  connection  with  contesting  such  claim as the
          Company  shall  reasonably  request  in  writing  from  time to  time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Company,

     (iii)cooperate  with the  Company  in good  faith in order  effectively  to
          contest such claim, and

     (iv) permit the Company to participate in any proceedings  relating to such
          claim;

   provided,  however, that the Company shall ear and pay directly all costs and
   expenses (including additional interest and penalties) incurred in connection
   with  such  contest  and  shall  defend,  indemnify  and hold  the  Executive
   harmless,  on an after-tax basis, for any Excise Tax or income tax (including
   interest  and  penalties  with respect  thereto)  imposed as a result of such
   representation  and payment of expenses.  Without limitation on the foregoing
   provisions of this Section 9 (c), the Company  shall control all  proceedings
   taken in connection with such contest and, at its sole option,  may pursue or
   forgo  any  and  all  administrative   appeals,   proceedings,   hearing  and
   conferences  with the taxing  authority  in respect of such claim and may, at
   its sole option,  either  direct the Executive to pay the tax claimed and sue
   for a  refund  or  contest  the  claim  in any  permissible  manner,  and the
   Executive  agrees to  prosecute  such contest to a  determination  before any
   administrative  tribunal,  in a court of initial  jurisdiction  and in one or
   more appellate  courts,  as the Company shall determine;  provided,  however,
   that if the  Company  directs the  Executive  to pay such claim and sue for a
   refund,  the  Company  shall  advance  the  amount  of  such  payment  to the
   Executive, on an interest-free basis and shall defend, indemnify and hold the
   Executive harmless,  on an after-tax basis, from any Excise Tax or income tax
   (including  interest or penalties with respect  thereto) imposed with respect
   to such  advance or with  respect to any imputed  income with respect to such
   advance;   and  further  provided  that  any  extension  of  the  statute  of
   limitations  relating  to  payment  of  taxes  for  the  taxable  year of the
   Executive with respect to which such contested amount is claimed to be due is
   limited solely to such contested amount.  Furthermore,  the Company's control
   of the contest  shall be limited to issues  with  respect to which a Gross-Up
   Payment would be payable  hereunder,  and the Executive  shall be entitled to
   settle or contest, as the case may be, any other issue raised by the Internal
   Revenue Service or any other taxing authority.

     (d) If,  after the receipt by the  Executive  of an amount  advanced by the
     Company  pursuant  to Section 9 (c),  the  Executive  becomes  entitled  to
     receive any refund with respect to such claim, the Executive shall (subject
     to the Company's complying with the requirements of Section 9 (c)) promptly
     pay to the Company the amount of such refund  (together  with any  interest
     paid or credited  thereon after taxes  applicable  thereto).  If, after the
     receipt by the Executive of an amount  advanced by the Company  pursuant to
     Section 9 (c),  a  determination  is made that the  Executive  shall not be
     entitled to any refund with  respect to such claim and the Company does not
     notify the  Executive  in writing of its intent to contest  such  denial of
     refund prior to the  expiration of 30 days after such  determination,  then
     such  advance  shall be forgiven and shall not be required to be repaid and
     the amount of such advance shall offset, to the extent thereof,  the amount
     of Gross-Up Payment required to be paid. 10. Certain  Definitions.  As used
     herein, the following terms shall have the following meanings:

            "Affiliate" of a person shall mean any other person that directly or
   indirectly  controls,  is controlled  by, or is under common control with the
   person  specified.  For the purposes of this Agreement,  "control," when used
   with respect to any person, shall mean the power to direct the management and
   policies of such person,  whether  through the  ownership of  securities,  by
   contract or otherwise.

            "Person" shall mean any individual, corporation,  partnership, joint
   venture,    association,    joint-stock   company,   trust,    unincorporated
   organization, government or any other entity.

            "Subsidiary"  shall mean, in respect of any person, any corporation,
   association,  partnership or other  business  entity of which more than fifty
   (50%)  percent of the total voting power of shares of capital  stock or other
   interests (including  partnership  interests) entitled (without regard to the
   occurrence of any contingency) to vote in the election of directors, managers
   or  trustees  thereof  is at  the  time  owned  or  controlled,  directly  or
   indirectly, by (i) such person, (ii) such person and one or more Subsidiaries
   or Affiliates of such person or (iii) one or more  Subsidiaries or Affiliates
   of such person.

               11. Survival.  The covenants,  agreements,  representations,  and
   warranties  contained in or made pursuant to this Agreement (unless otherwise
   stated therein) shall survive the termination of this Agreement, irrespective
   of any investigation made by or on behalf of any party.

               12.   Modification.   This   Agreement   sets  forth  the  entire
   understanding  of the  parties  with  respect to the subject  matter  hereof,
   supersedes  all  existing  agreements  between them  concerning  such subject
   matter,  and may be modified  only by a written  instrument  duly executed by
   each party.

               13.  Notices.  Any  notice  or other  communication  required  or
   permitted  to be given  hereunder  shall be in writing and shall be mailed by
   certified mail, return receipt requested, or delivered against receipt to the
   party to whom it is to be given,  at the  address  of such party set forth in
   the preamble to this  Agreement  (or to such other address as the party shall
   have  furnished in writing in accordance  with the provisions of this Section
   13). In the case of a notice to the  Company,  a copy of such  notice  (which
   copy shall not  constitute  notice)  shall be delivered to Camhy  Karlinsky &
   Stein LLP, 1740 Broadway,  16th Floor,  New York, New York 10019,  Attention:
   Alan I. Annex,  Esq.  Notice to the estate of Employee shall be sufficient if
   addressed  to Employee  as  provided in this  Section 13. Any notice or other
   communication  given by  certified  mail shall be deemed given at the time of
   certification thereof,  except for a notice changing a party's address, which
   notice shall be deemed given at the time of receipt thereof.

               14.  Waiver.  Any  waiver  by  either  party of a  breach  of any
   provision  of this  Agreement  shall not operate as or be  construed  to be a
   waiver of any other  breach of such  provision  or of any breach of any other
   provision  of this  Agreement.  The  failure of a party to insist upon strict
   adherence to any term of this Agreement on one or more occasions shall not be
   considered a waiver or deprive that party of the right  thereafter  to insist
   upon strict  adherence to that term or any other term of this Agreement.  Any
   waiver must be in writing  and signed by the party  against  whose  waiver is
   asserted.

               15. Withholding.  All payments required to be made by the Company
   to the Employee under this Agreement  shall be subject to withholding  taxes,
   Social Security and other payroll deductions in accordance with the Company's
   policies applicable to senior executives of the Company and the provisions of
   any applicable employee benefit plan or program of the Company.

               16. Binding Effect.  Employee's rights and obligations under this
   Agreement shall not be  transferable by assignment or otherwise,  such rights
   shall not be subject to  encumbrance  or the claims of Employee's  creditors,
   and any attempt to do any of the foregoing  shall be void.  The provisions of
   this Agreement shall be binding upon and inure to the benefit of Employee and
   his heirs and personal  representatives,  and shall be binding upon and inure
   to the  benefit  of the  Company  and its  successors  and  those who are its
   assigns under Section 8.

            17.  Headings.  The  headings in this  Agreement  are solely for the
   convenience of reference and shall be given no effect in the  construction or
   interpretation of this Agreement.

            18.  Counterparts;  Governing Law. This Agreement may be executed in
   any number of  counterparts,  each of which shall be deemed an original,  but
   all of which together shall constitute one and the same instrument.  It shall
   be governed by, and  construed in accordance  with,  the laws of the State of
   New York,  without given effect to the rules governing the conflicts of laws.
   Each of the parties hereto hereby irrevocably  submits to the jurisdiction of
   the courts of the State of New York,  County of New York,  and of any federal
   court  located in the State of New York,  County of New York,  in  connection
   with any action or proceeding  arising out of or relating to, or a breach of,
   this  Agreement.  Each of the parties hereto agrees that such court may award
   reasonable legal fees and expenses to the prevailing party.

            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
   of the date first written above.
                                         MARKETING SERVICES GROUP, INC.

                                     By: /s/ Jeremy Barbera
                                         ------------------
                                         Jeremy Barbera, Chairman & CEO


                                         /s/ Rudy Howard
                                         ---------------
                                         Rudy Howard