EMPLOYMENT AGREEMENT

      THIS  AGREEMENT  (this  "Agreement")  is being made as of this 22nd day of
March  2000  among  GRIZZARD  ADVERTISING  INCORPORATED,   a  Texas  corporation
("Grizzard"),  having its principal offices at 229 Peachtree Street, N.E., Suite
900,  Atlanta,  Georgia  30303,  GCG Merger Corp., a Delaware  corporation  (the
"Company"),  having its principal  offices at 333 Seventh Avenue,  New York, New
York 10001,  MARKETING SERVICES GROUP, INC., a Nevada corporation and the parent
of the Company ("MSGI"), having its principal offices at 333 Seventh Avenue, New
York,  New York 10001,  and MICHAEL D. DZVONIK,  an individual  residing at 9435
Devonshire Drive, Huntersville, North Carolina 28078 ("Employee").

                              W I T N E S S E T H:

      WHEREAS,  Grizzard has entered into an Agreement and Plan of Merger, dated
of even date herewith (the "Merger Agreement"),  pursuant to which Grizzard will
merge into and with the  Company  (the  "Merger"),  with the  Company  being the
surviving corporation of the merger; and

     WHEREAS,  on and  prior to the  date  hereof,  Employee  is and has been an
employee of Grizzard; and

      WHEREAS,  this  Agreement  supersedes  any prior  employment  agreement or
arrangement  Employee has with  Grizzard,  and from and after the Effective Time
(as that term is defined in the Merger Agreement) any such employment  agreement
or arrangement shall be null, void and of no further effect; and

      WHEREAS, the Company desires to continue to employ Employee from and after
the Effective Time, and Employee  desires to be employed by the Company,  as its
Chief Executive Officer, upon the terms and conditions contained herein; and

      WHEREAS,  MSGI  desires to employ  Employee  from and after the  Effective
Time,  and  Employee  desires to be  employed  by MSGI,  as its Chief  Operating
Officer, upon the terms and conditions contained 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 and MSGI hereby employ  Employee,  and Employee agrees to serve
the Company and MSGI, upon the terms and conditions  contained herein subject to
the provisions of Section 9,  commencing as of the Effective Time and continuing
for a period of three (3) years (the  "Initial  Term").  Following  the  Initial
Term, this Agreement and Employee's  employment  hereunder shall renew from year
to year (each a "Renewal  Term") unless the Company or MSGI, on the one hand, or
Employee,  on the other hand,  shall  notify the other in writing not later than
one hundred  eighty (180) days prior to the end of the Initial Term or not later
than ninety (90) days prior to the end of the then current  Renewal Term, as the
case may be, that such party elects for this Agreement and Employee's employment
hereunder  to  terminate  at the end of the  Initial  Term or the  then  current
Renewal Term, as the case may be. As used herein, "Term" means this Initial Term
and any subsequent Renewal Term.

      2.  Duties and Powers of  Employee.

     During the Term,  Employee agrees to devote  substantially all of his time,
energy and efforts  (vacations and reasonable  absences due to illness excepted)
during  regular  business hours to the duties of his  employment  hereunder.  In
performance  of his duties,  Employee  shall be employed as the Chief  Executive
Officer of the Company and the Chief Operating  Officer of MSGI, shall report to
the Chairman and Chief  Executive  Officer of MSGI,  and shall be subject to the
reasonable direction of the Board of Directors of MSGI or its designee. Employee
shall be  available  to travel as the needs of the  business  require.  Employee
agrees that the Company  and/or MSGI may obtain a life  insurance  policy on the
life of Employee naming the Company and/or MSGI as the beneficiary thereof.

      3.    Compensation and Benefits.

     (a) As base  compensation  for his  services to MSGI and the Company as set
forth  hereunder,  MSGI shall  cause the  Company to pay  Employee a base salary
payable in  semi-monthly  installments  at the annual rate of $300,000  for each
full year of the Term  ("Base  Salary"),  which Base  Salary will be reviewed no
less  frequently than annually and may be increased,  but not decreased,  by the
Company from time to time; provided,  however, in the event Employee is required
to work full time in New York City,  MSGI shall  cause the  Company to  increase
Employee's Base Salary to cover  Employee's  increased cost of living in the New
York City  area,  and MSGI and  Employee  shall  negotiate  in good  faith  such
increase in Employee's Base Salary.

     (b) Employee  shall be eligible to receive an annual bonus in an amount not
to exceed fifty percent (50%) of his Base Salary,  which bonus shall be measured
by (i) Employee's success in integrating the operations,  management,  marketing
and  financial  controls of MSGI and the Company and (ii) the overall  financial
performance  of each of MSGI and the  Company  (the  "Performance  Bonus"),  the
performance goals and criteria of which shall be mutually established in writing
at the beginning of each year of the Term by Employee,  on the one hand, and the
Chairman and Chief Executive Officer of MSGI, on the other hand, and approved by
the Board of Directors of MSGI. The Performance  Bonus may be modified from time
to time as  determined  in good  faith  by  MSGI's  Compensation  Committee  and
approved by its Board of Directors and agreed to by Employee.

     (c) Employee shall be granted an option (the "Option") to purchase  250,000
shares of  common  stock of MSGI  under  the  terms  set  forth in  MSGI's  1999
Incentive and Nonqualified  Stock Option Plan, at an exercise price per share of
common  stock of MSGI  subject to the fair  market  value on the date the option
grant is  approved  by the  Board of  Directors  of MSGI.  The  Option  shall be
evidenced by a separate  Stock Option  Agreement,  dated the date hereof between
Employee  and MSGI,  and the Option will become  vested and  exercisable  as set
forth in the Stock Option Agreement.

     (d)  Employee   shall  have  the  right  to  participate  in  any  medical,
hospitalization,  dental,  disability  income,  life or similar  insurance plans
maintained by the Company from time to time to the extent  Employee's  position,
tenure,  salary,  age, health and other  qualifications make him/her eligible to
participate,  and such  other  fringe  benefits  as are  provided  to the  other
executive officers of the Company;  provided,  however, prior to the adoption by
the Company of its own medical, hospitalization, dental, disability income, life
or other similar  insurance  plans or fringe  benefits  (collectively,  "Benefit
Plans"),  the benefits provided to Employee pursuant to any benefit plans shall,
considered  in  the  aggregate,  not be  less  favorable  to  Employee  and  his
dependents than the benefits,  considered in the aggregate, provided to Employee
as an employee of Grizzard on the date hereof.

4.    Expenses.

     (a)  Employee  shall be  entitled  to  reimbursement  for  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.  If Employee is
required to be away from his primary  residence on Company or MSGI  business for
more than five (5)  consecutive  business  days,  Employee  shall be entitled to
travel at the  Company's  expense to  Employee's  primary  residence  during the
interim weekend or have Employee's spouse travel at the Company's expense to the
location where Employee is conducting business for the Company or MSGI.

     (b) If Employee's  primary  residence is outside of the New York City area,
the Company will provide at the Company's expense a suitable corporate apartment
(with living,  sleeping and kitchen  facilities) in New York City for Employee's
use when working in the Company's New York City office. With prior approval from
the Chairman and Chief  Executive  Officer of MSGI,  Employee's  spouse shall be
entitled  to  travel to and from New York City at the  Company's  expense  while
Employee is working in the Company's New York City office.

     (c) If the Chairman and Chief Executive  Officer of MSGI requires  Employee
to maintain  his primary  office in the  Company's  New York City  office,  thus
necessitating  the need for  Employee to  establish a residence  in the New York
City area, the Company shall pay for Employee's  reasonable  moving  expenses to
Employee's New York City area residence; provided further, if, prior to the time
Employee  establishes his residence in the New York City area, Employee requests
that  certain  possessions  of Employee be placed in storage  and/or  moved to a
secondary  residence of Employee outside of the Atlanta  metropolitan  area, the
Company  shall pay for  Employee's  reasonable  storage  expenses  and/or moving
expenses to Employee's secondary residence.

     (d) If Employee is required to maintain his primary office in the Company's
New York City office,  and thus establish a residence in the New York City area,
(i) Employee  shall be entitled to travel at the Company's  expense each weekend
to Employee's  secondary  residence,  whether such secondary  residence be in or
outside of the  metropolitan  Atlanta area, or (ii)  Employee's  spouse shall be
entitled to travel at the  Company's  expense one time per week  between the New
York  City area and  Employee's  secondary  residence,  whether  such  secondary
residence be in or outside of the metropolitan Atlanta area.

     5.  Representations  and  Warranties of Employee.  Employee  represents and
warrants to MSGI and 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 MSGI
and the  Company  hereunder,  and (b)  Employee  is under no  physical or mental
disability,  with or without  reasonable  accommodations,  that would hinder his
performance of duties under this Agreement.

      6.    Non-Competition; Non-Solicitation.

     (a) Employee  agrees that during the Employment Term he will not engage in,
or otherwise  directly or indirectly be employed by, or act as a consultant,  or
be a director,  officer, employee, owner, agent, member or partner of, any other
business or  organization  that is or shall then be competing  with the Company,
MSGI or any subsidiary of MSGI;  provided,  however,  this  provision  shall not
prohibit Employee (i) from owning less than five percent (5%) of the outstanding
common stock of a corporation,  if, at the time of its  acquisition by Employee,
such stock is listed on a national securities  exchange,  is reported on NASDAQ,
or is regularly traded in the over-the-counter  market by a member of a national
securities exchange, or (ii) from maintaining an ownership interest in and being
an employee of Caswell, Zachary and Grizzard, LLC.

     (b) If this  Agreement is  terminated by MSGI or the Company for or without
Cause  (as  such  term is  defined  in  Section  9) or if  Employee  voluntarily
terminates his employment hereunder,  Employee,  for a period of three (3) years
from the date of such termination, shall not, directly or indirectly, solicit or
encourage any person who was a customer of the Company,  MSGI or Grizzard during
the one (1) year prior to the date of such  termination  to cease doing business
with the Company, MSGI or any subsidiary or affiliate of the Company or MSGI.

     (c) If this  Agreement is  terminated by MSGI or the Company for or without
Cause or if Employee voluntarily  terminates his employment hereunder,  Employee
agrees  that  for a  period  of two  (2)  years  following  the  termination  of
employment  with the Company,  Employee  will not  directly,  or  indirectly  by
assisting  others,  recruit  or hire,  or  attempt  to recruit or hire any other
employee of MSGI,  the Company or any  subsidiary or affiliate of the Company or
MSGI.


      7.  Inventions;  Patents;  Copyrights.

     Any  interest  in patents,  patent  applications,  inventions,  copyrights,
developments and processes  ("Trade  Secrets") which Employee during the Term of
this Agreement, directly or indirectly, develops relating to the fields in which
MSGI or the Company may then be engaged  shall belong to the Company;  provided,
however,  Trade Secrets shall not mean any data or  information  that is a Trade
Secret  hereunder (i) that has been  voluntarily  disclosed to the public by the
Company or any  affiliate  thereof or has become  generally  known to the public
(except where such public  disclosure has been made by or through Employee or by
a third person or entity at the  direction of  Employee,  without  authorization
from MSGI), (ii) that has been independently  developed and disclosed by parties
other than Employee or MSGI or the Company or any affiliate  thereof to Employee
or to the public generally without a breach of any obligation of confidentiality
by any such person running  directly or indirectly to MSGI or the Company or any
affiliate  thereof,  or (iii) that  otherwise  enters the public domain  through
lawful  means.  Upon request of the  Company,  Employee  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 Trade Secrets, free and clear of all liens, charges,
and encumbrances.


8. Confidential  Information and  Non-Disclosure.

     All  confidential  information  which Employee may now possess,  may obtain
during the  Employment  Term,  or may create  prior to the end of any Term under
this  Agreement,  relating  to the  businesses  of the  Company  or MSGI,  their
predecessors  and any  customer  or  supplier  of the  Company,  MSGI  or  their
predecessors, shall not be published, disclosed or made accessible by him/her to
any other person,  firm or  corporation  during the Term or any time  thereafter
without the prior written consent of MSGI; provided, however,  information shall
not be  deemed  confidential  information  if  such  information  was  generally
publicly  available  prior to the receipt  thereof by  Employee or  subsequently
becomes generally available through no fault of Employee.  Employee shall return
all tangible evidence of such  confidential  information to the Company or MSGI,
as the case may be, prior to or at the termination of his  employment.  Employee
also  agrees not to disclose  the terms of this  Agreement  to any third  party,
except as required by law,  other than to Employee's  legal  counsel,  financial
advisors or spouse.

       Termination

     8. (a) Notwithstanding  anything herein contained,  if on or after the date
hereof and prior to the end of the Term,  Employee is  terminated  for Cause (as
defined  below) by either MSGI or the  Company,  then MSGI or the Company  shall
have the right to give  Employee  written  notice of  termination  of Employee's
services hereunder as of a date to be specified in such notice (which may not be
less than 14 days), 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 MSGI or the Company or any subsidiary or affiliate of MSGI
or the Company, (iii) commit an act of moral turpitude to the material detriment
of MSGI or the Company or any  subsidiary  or  affiliate of MSGI or the Company,
(iv) commit an act of fraud  against  MSGI or the Company or any  subsidiary  or
affiliate  of  MSGI or the  Company,  (v)  materially  breach  any  term of this
Agreement  and fail to correct such breach  within ten (10)  business days after
written notice thereof,  or (vi) materially fail to perform  reasonable  minimum
standards as  determined by the Board of Directors of MSGI and  communicated  in
writing to Employee; provided, that in the case of termination pursuant to (ii),
(iii), (iv) or (vi) such determination must be made by the Board of Directors of
MSGI after a meeting at which  Employee was given an opportunity to explain such
actions.  In the event this  Agreement is terminated  for Cause pursuant to this
Section 9(a) or Employee voluntarily  terminates his employment hereunder,  then
Employee  shall be entitled to receive only his Base Salary at the rate provided
in Section 3 to the date on which termination shall take effect.


     (b)  In  the  event  that   Employee   shall  be   physically  or  mentally
incapacitated  or disabled or otherwise  unable  substantially  to discharge his
duties  hereunder  for a period  of  ninety  (90)  consecutive  days,  then this
Agreement shall terminate upon notice in writing to Employee, and Employee shall
be entitled to receive (i) accrued but unpaid Base Salary  through the effective
date of termination  and (ii) accrued bonus and other  compensation  through the
effective date of termination.  In the event of a dispute as to whether Employee
is incapacitated or disabled, the determination of such incapacity or disability
shall be made  reasonably by the Board of Directors of MSGI,  and shall consider
the advice of a physician,  mutually  acceptable to both MSGI and Employee,  and
competent in the area to which such incapacity or disability relates.

     (c) In the event that Employee shall die during the Term hereof,  then this
Agreement shall terminate on the date of Employee's death, and Employee shall be
entitled to receive (i)  accrued  but unpaid Base Salary  through the  effective
date of termination  and (ii) accrued bonus and other  compensation  through the
effective date of termination.

     (d) Except as provided in Section 10, in the event that this  Agreement  is
terminated  by MSGI or the Company  without Cause or by Employee for Good Reason
(as  defined  below),  Employee  shall  receive  (i) all accrued but unpaid Base
Salary  through the  effective  date of such  termination  of  employment,  (ii)
accrued  bonus  and  other  compensation  through  the  effective  date  of such
termination of employment,  and (iii) a severance payment consisting of a single
lump sum distribution  (with no present value adjustment) equal to two (2) times
the then current annual Base Salary. Such lump sum distribution shall be paid to
Employee with ten (10) days of any such termination.  For purposes hereof, "Good
Reason" means (w) the assignment to Employee of duties and  responsibilities  of
his   employment   that  are   materially   different   than  the   duties   and
responsibilities normally assigned to and performed by a Chief Executive Officer
of the other subsidiaries of MSGI or a Chief Operating Officer of a company like
or  similar  to  MSGI,  and  the  assignment  to  Employee  of such  duties  and
responsibilities  continues  for more than  thirty (30) days  following  written
notice by Employee to the Boards of  Directors  of MSGI and the Company that the
Employee  does not  consent to the  assignment  to  him/her  of such  duties and
responsibilities, (x) in order for Employee to reasonably perform the duties and
responsibilities  of his  employment,  Employee must reside at a location  other
than  metropolitan  Atlanta,  Georgia  or within  75 miles of  MSGI's  executive
offices in New York City without Employee's written consent,  (y) MSGI's and the
Company's  continued  material  breach of any of their  obligations set forth in
Section 3 of this  Agreement  for more than thirty (30) days  following  written
notice by Employee to the Board of Directors of MSGI,  specifying  in reasonable
detail  such  alleged  breached  by MSGI  or the  Company,  or (z) the  material
diminution  of  Employee's  duties and  responsibilities  as  Employee  has with
Grizzard as of the date hereof;  provided,  however,  that for purposes  hereof,
"Good  Reason"  shall  not  mean a good  faith  determination  by the  Board  of
Directors  of MSGI  that the  duties  and  responsibilities  of Chief  Executive
Officer of the Company and Chief Operating Officer of MSGI should not be held by
one person and a majority of directors  vote at a meeting with a quorum  present
that Employee should devote his full time and efforts to either of the positions
set forth herein, it being agreed that such  determination  shall not effect the
compensation or benefits granted to Employee during the Term of this Agreement.

     (e)  Notwithstanding  anything to the contrary contained in this Section 9,
upon any  termination of Employee's  employment  pursuant to Sections 9(a), (b),
(c) or (d), in addition to any  amounts  payable to Employee  hereunder  upon or
with  respect to such  termination,  Employee  shall have such rights  under the
Stock Option Agreement and any other agreements between Employee and the Company
or its  predecessor as are provided  therein,  and Employee also shall have such
benefits to which  Employee may be entitled  under benefit plans of MSGI and the
Company then in effect and in which Employee participates.

     10.  Merger,  Etc.

     In the event of a disposition  during the Term hereof of the properties and
business  of MSGI or the  Company,  substantially  as an  entirety,  by  merger,
consolidation,  sale of assets,  sale of stock or  otherwise,  then  immediately
prior to such disposition Employee shall be entitled to terminate this Agreement
and  receive  within  ten  (10)  days  following  the  effective  date  of  such
termination (i) all accrued but unpaid Base Salary through the effective date of
such  termination  of  employment,  (ii)  accrued  bonus and other  compensation
through  the  effective  date of such  termination  of  employment,  and (iii) a
severance payment  consisting of a lump sum distribution  (with no present value
adjustment) equal to three (3) times Employee's then current annual Base Salary.

      11. Survival.

     The covenants, agreements,  representations, and warranties contained in or
made  pursuant  to  this  Agreement  shall  survive  Employee's  termination  of
employment, 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.  Employee  acknowledges  that no other
representations,  oral or written,  have been made  regarding the subject matter
hereof.  Employee further acknowledges that the Employee has not relied upon any
oral or written  representations  not explicitly  contained  herein in executing
this agreement.

      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
MSGI or 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,  Attn. 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 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
whom such waiver is asserted.

      15. Binding Effect.

 Employee's rights and obligations under this Agreement
shall not be  transferable  by Employee 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 MSGI and the Company and their respective successors.

      16.  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.

17. 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  giving  effect  to the  rules and
principles  governing the conflicts of laws.  Each of the parties  hereto agrees
that such court may award  reasonable  legal fees and expenses to the prevailing
party.  Each of the parties hereto hereby  irrevocably  submits to the exclusive
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. Employee hereby consents to, and waives any objection
to, the personal  jurisdiction and venue of such courts,  and further waives any
objections  base upon  such  jurisdiction,  including,  without  limitation,  an
objection   to  the   laying  of  venue  or  based  upon  the  ground  of  forum
non-conveniens.

      18. Effectiveness of Agreement.

     This Agreement shall not become  effective until the Effective Time. In the
event that the Merger does not occur on or before March 31, 2000, this Agreement
shall be null, void and of no further effect.


                            [Signatures on Next Page]



<PAGE>


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

                                    GRIZZARD ADVERTISING INCORPORATED



                                    By: /s/ Michael Dzvonik
                                        -------------------
                                 Name:  Michael D. Dzvonik
                                Title:  Chief Executive Officer



                                GCG MERGER CORP.



                                    By: /s/ Jeremy Barbera
                                        ------------------
                                 Name:  J. Jeremy Barbera
                                Title:  Chairman and CEO



                                    MARKETING SERVICES GROUP, INC.


                                    By: /s/ Jeremy Barbera
                                        ------------------
                                 Name:  J. Jeremy Barbera
                                Title:  Chairman and CEO



                                    EMPLOYEE



                                    By: /s/ Michael Dzvonik
                                        -------------------
                                        Michael D. Dzvonik