Exhibit 10

                                                                  Execution Copy


                              EMPLOYMENT AGREEMENT
            THIS AGREEMENT (this "Agreement") is being made as of the 7th day of
April, 1999 among MARKETING  SERVICES GROUP,  INC., a Nevada  corporation having
its principal  office at 333 Seventh Avenue,  New York, New York 10001 ("MSGI");
CMG DIRECT  CORPORATION,  a Delaware  corporation having its principal office at
100 Brickstone Square, First Floor, Andover,  Massachusetts 01810 ("CMGD"),  and
EDWARD E. MULLEN, an individual  residing at 173 Waban Hill Road, Chestnut Hill,
Massachusetts 02467 ("Executive").

                              W I T N E S S E T H:

            WHEREAS,  on March 9, 1999, MSGI and CMGI, Inc. entered into a Stock
Purchase  Agreement (the "Purchase  Agreement"),  relating to the acquisition of
all of the issued and outstanding common stock of CMGD by MSGI.

            WHEREAS,  Executive  has  agreed  to be  employed  by MSGI and CMGD,
effective  upon the  closing of the  transaction  contemplated  by the  Purchase
Agreement (the "Commencement Date").

            WHEREAS,  MSGI  may  form a new  division  or  subsidiary  ("Newco")
consisting of CMGD's existing Internet-based  businesses.  Executive understands
that Newco may or may not include MSGI's existing Internet-based businesses. For
purposes  of this  Agreement,  MSGI  and CMGD  shall  each be  referred  to as a
"Company" and collectively as the "Companies."


1. 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:  Nature of Employment;  Term of Employment;  Effectiveness  of
Agreement.  Each Company hereby employs  Executive and Executive agrees to serve
each Company as their President, upon the terms and conditions contained herein,
for a term commencing on the  Commencement  Date hereof and continuing until May
30, 2003 (the "Initial Term"). This Agreement shall automatically be renewed for
one (1)  additional  four (4) year period after the Initial  Term (the  "Renewal
Term" and the Initial Term collectively,  the "Employment Term"), unless MSGI or
Executive  gives written notice to the other party of its intention not to renew
this  Agreement at least six (6) months prior to the  expiration  of the Initial
Term or a Renewal  Term.  This  Agreement  and the Option (as defined in Section
3(c))  shall  terminate  and  be  of no  force  or  effect  if  the  transaction
contemplated by the Purchase Agreement is not consummated.

2.   Duties and Powers as Executive; Board Participation; Other Activities.

(a) During the Employment Term,  Executive agrees to devote substantially all of
his full working  time,  energy and efforts to the business of the Companies and
Newco.  In  performance  of  his  duties,  Executive  shall  be  subject  to the
reasonable  direction  of, and report to, the Chief  Executive  Officer of MSGI.
Executive shall be senior in reporting  responsibility  to all employees of MSGI
and its subsidiaries, other than J. Jeremy Barbera. In addition to the office of
President, Executive shall be the Chief Executive Officer of Newco and, as such,
shall  have  authority  to hire  any and all  employees  of  Newco  (subject  to
budgetary considerations approved by MSGI's Board of Directors) and to terminate
the employment of any and all such  employees (in  accordance  with MSGI's human
resources policies then in effect). Executive's duties shall include, but not be
limited to, (i) investor  relations,  (ii)  participation in strategic  planning
activities,  (iii)  participation in mergers and acquisitions  activities,  (iv)
growing the Company's  Internet-related  businesses; (v) the integration of CMGD
with MSGI's  other  existing  and any newly  acquired  businesses;  and (vi) the
continued development of Permission Plus. Executive shall be available to travel
as the needs of the business  requires,  it being understood that Executive will
often spend two-three days per week in the New York metropolitan area. Executive
shall consult with and obtain the approval from the Chief  Executive  Officer of
MSGI on any single expenditure by the Companies,  either  individually or in the
aggregate,  in excess of $75,000,  including compensation payments by any of the
Companies to an employee or a consultant that alone or in the aggregate  exceeds
$75,000 per annum.

(b) Promptly  after the  Commencement  Date, the Board of Directors of MSGI (the
"Board") shall appoint Executive to serve as a member of the Board.  Thereafter,
for so long as this  Agreement  is in effect,  MSGI shall cause  Executive to be
nominated as a  Board-endorsed  nominee for election by the stockholders of MSGI
at the  expiration of his term. If Newco shall be  established  as a subsidiary,
Executive  shall be its  Chief  Executive  Officer  and a member of its Board of
Directors.

(c) Executive may serve on the Board of Directors (or other similar body) of any
nonprofit organization.  Executive shall not serve on the Board of Directors (or
other similar body) of any for-profit  entity without the prior consent of MSGI,
which consent shall not be unreasonably withheld.

3.   Compensation.

(a) As  compensation  for  his  services  hereunder,  the  Companies  shall  pay
Executive  a  salary  (the  "Base  Salary"),   payable  in  equal   semi-monthly
installments,  in the  aggregate  at the annual  rate of not less than  $275,000
through June 30, 1999; $300,000 for the period July 1, 1999 through December 31,
1999; $350,000 for the period January 1, 2000 through June 30, 2000. Thereafter,
during the Initial  Term,  such Base Salary  shall be further  increased on each
July 1st  commencing  July 1, 2000 by an amount equal to 10% of the then current
Base Salary and by $27,500 on each January 1,  commencing  January 1, 2001.  The
Base  Salary for the  Renewal  Term  shall be no lower  than the Base  Salary in
effect at the end of the Initial Term.

(b) For each fiscal year during the Employment Term,  commencing with the fiscal
year  ending  June 30,  2000,  Executive  shall be eligible to receive an annual
bonus (the "Annual  Bonus") of up to 75% of the amount of Base Salary payable to
Executive  during such fiscal year;  it being  understood  that the criteria for
eligibility  of the portion of the Annual Bonus of up to 50% of such Base Salary
shall be based upon meeting annual  predetermined  criteria as determined by the
Compensation  Committee  (the  "Compensation  Committee") of the Board not later
than sixty (60) days prior to the  commencement  of each fiscal  year,  with the
agreement of Executive, based upon the Companies' business plan for such period,
which shall be adopted not later than such dates for  determination  of criteria
for the Annual Bonus. It is further understood that the criteria for eligibility
of the  additional  portion of the Annual Bonus of up to 25% of such Base Salary
shall be based upon higher  performance  criteria also to be established at such
times.  Such Annual Bonus shall be paid within sixty (60) days following the end
of each fiscal year. At Executive's election (which election must be made within
thirty (30) days following the end of each fiscal year), one half of such Annual
Bonus shall be paid in cash and one half of such  Annual  Bonus shall be paid in
common  stock of MSGI based upon the thirty (30)  calendar  day average  closing
price of such  common  stock for the  period  ending on the date that is two (2)
days prior to such sixtieth (60th ) day.  Executive  acknowledges that MSGI does
not presently have an equity  compensation plan.  Accordingly,  such stock would
not be registered  under the Securities  Act of 1933, as amended.  Unless such a
plan is adopted Executive (if he elects to take stock) shall sign an appropriate
investment  representation  letter.  MSGI shall  advise  Executive if during the
Employment Term it shall adopt an equity  compensation plan, which plan would be
registered  under a registration  statement on Form S-8 to enable such shares to
be freely resold on the public market at any time after  receipt  thereof.  With
respect to the fiscal year  ending  June 30,  1999,  Executive  shall  receive a
discretionary bonus, as determined by the Compensation Committee,  provided that
such bonus shall not be less than $20,000.

(c) Executive is hereby  granted a seven-year  option (the  "Option") to acquire
400,000  shares  of  common  stock of MSGI  pursuant  to the  option  agreement,
attached  hereto as Exhibit  A, at an  exercise  price  equal to $5.17 per share
(being  the price per share  agreed to in the  Purchase  Agreement).  The shares
underlying the Option will be promptly registered under a registration statement
on Form S-8 promptly  following the Commencement Date. The Option shall vest and
be fully  exercisable  immediately  as to  133,000  shares;  and  shall  vest in
twenty-four (24) equal monthly installments as to 11,125 shares on the first day
of each calendar month  commencing  after the  Commencement  Date. The Option is
subject to accelerated vesting upon a Change in Control (as defined in Section 9
of this Agreement) as set forth in Section 10(c) of this Agreement.

(d) The Compensation Committee shall undertake to review and determine within 60
days after the Commencement  Date, with the advice of a compensation  consultant
having  expertise in compensation  practices and standards for  Internet-related
companies,  the manner and extent to which  Executive  will  participate  in the
future increase in equity value of Newco;  it being  understood that if Newco is
established as a subsidiary, Executive's position is that stock options in Newco
representing seven percent (7.0%) of such equity with an exercise price based on
the fair market value of Newco as of the  Commencement  Date, is an  appropriate
level  of  participation.  Executive  acknowledges  that the  Board  has not yet
determined whether or not to form Newco as a subsidiary.  In the event that MSGI
does not form Newco as a separate subsidiary,  it will determine, in good faith,
a manner in which to give  Executive  comparable  incentive  with respect to the
future increase in equity value of Newco,  which may include  additional  market
options with respect to MSGI's common stock, which additional options would vest
over the Employment Term.

4.   Expenses; Vacations; and Benefits.

Executive shall  participate in all present or future employee  benefit plans of
the Companies;  provided, that he meets the eligibility requirements of any such
plans,  which shall be no more  restrictive  for Executive than other members of
MSGI's senior management group generally. Executive shall be entitled to no less
than the following.

(i) Family medical and dental insurance,  life insurance,  disability insurance,
retirement  programs,  officer and directors  insurance,  and all other benefits
afforded to other senior executives.

(ii) Retention of interests in current  retirement  plan, to be combined with or
rolled over into MSGI plan, if feasible.

(iii)  Credit for all service  time with CMGD with  respect to all MSGI (and its
subsidiaries)  benefits  plans and programs and to have no waiting  periods with
respect thereto.

(iv) Cell phone,  home  business  phone,  state-of-the-art  laptop  computer and
peripheral, Internet access, and all charges related thereto.

(v) Monthly  reimbursement  of  automobile  expenses,  not to exceed  $1,000 per
month.

(vi) Vacation of six weeks per contract year,  which vacation shall accrue as of
the first day of the contract year in accordance with MSGI's policies. Executive
acknowledges  that MSGI  policies  do not  provide  for cash  payment  of unused
vacation time.

(vii)  Reimbursement  for  reasonable  travel and other  out-of-pocket  expenses
necessarily  incurred in the  performance of his duties  hereunder shall be paid
upon submission and approval of written  statements and bills in accordance with
the then regular  policies and procedures of MSGI made known to Executive  prior
to incurrence of such reimbursable expenses. Executive agrees that MSGI or Newco
may obtain a life insurance policy on the life of Executive naming MSGI or Newco
as the beneficiary thereof.

5.   Representations and Warranties of Executive.

Executive  represents and warrants to the Companies that: (i) Executive 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 Companies hereunder; and (ii) Executive is under no physical
or mental  disability that would hinder the performance of his duties under this
Agreement.

6.   Non-Competition.

7. (a) Executive  agrees that while employed by MSGI or any of its  subsidiaries
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 MSGI or any of its  subsidiaries,  except  that in each case the
provisions  of  this  Section  6 will  not be  deemed  breached  merely  because
Executive owns not more than five percent (5%) of the  outstanding  common stock
of a corporation, if, at the time of its acquisition by Executive, 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.

8. (b) If Executive's  employment  under this Agreement is terminated by MSGI or
by Executive,  for a period of one (1) year from the date of termination,  shall
not,  directly or  indirectly,  initiate  discussions  with any person who was a
customer of MSGI or any of its  subsidiaries at the time of such  termination or
during  the  period  of one (1)  year  prior  to the  date  of such  termination
regarding  such  person's  ceasing  to do  business  with  MSGI  or  any  of its
subsidiaries or to do business with any other  enterprise that is engaged in the
same or similar business to that of such entity. If Executive's employment under
this  Agreement is terminated  by MSGI or by Executive,  for a period of one (1)
year from the date of  termination,  shall  not,  directly  or  indirectly,  (i)
initiate  discussion  with any person who was an  employee of MSGI or any of its
subsidiaries at the time of such termination or during the one (1) year prior to
the date of such termination regarding leaving the employ of such entity or (ii)
engage or employ any such person to provide services to Executive or Executive's
employer if such person  terminated his other employment with MSGI or any of its
subsidiaries voluntarily and not for Good Reason. Notwithstanding the foregoing,
a general  advertisement in any general  circulation  print publication or trade
print  publication  or a general or  trade-directed  video or audio  (whether on
broadcast or cable television, radio, the Internet or otherwise) not targeted at
MSGI's or any of its  subsidiaries'  current or former  customers  or  employees
shall not constitute a breach of this Agreement by Executive.

9. (c) Executive  acknowledges  that: (i) monetary damages are not sufficient to
compensate  the  Companies  for a breach of this  Section 6; (ii) the  Companies
shall be irreparably  harmed if Executive breaches the covenants in this Section
6; and (iii) the issuance of injunctive relief on behalf of any of the Companies
is appropriate to remedy any such breach.

10.  Inventions; Patents; Copyrights.

Any  interest  in  patents,   patent   applications,   inventions,   copyrights,
developments  and processes which are  protectable as  intellectual  property by
either the filing of a  registration  thereof or the filing and  approval  of an
application  pursuant  to federal or state  statute or as trade  secrets but not
including  general  know-how of  Executive  developed  or improved by  Executive
("Inventions") which Executive now or hereafter during the period he is employed
by the  Companies  under this  Agreement  may,  directly or  indirectly,  own or
develop  relating to the fields in which the Companies may then be engaged shall
belong to the Companies; and forthwith upon request of the Companies,  Executive
shall execute all such  assignments  and other documents and take all such other
action as the Companies may reasonably request in order to vest in the Companies
all of his right, title, and interest in and to such Inventions,  free and clear
of all liens, charges, and encumbrances.

11.  Confidential Information.

All confidential  information which Executive may now possess, may obtain during
the Employment Term, or may create prior to the end of the period he is employed
by the Companies under this Agreement, relating to the business of the Companies
or of any  customer  or  supplier  of the  Companies,  shall  not be  published,
disclosed or made  accessible by him to any other person,  firm, or  corporation
during the  Employment  Term or any time  thereafter  without the prior  written
consent of the Companies.  Executive shall return all tangible  evidence of such
confidential  information to the Companies prior to or at the termination of his
employment

12.  Termination.

Executive's  employment  hereunder  may be  terminated  without  breach  of this
Agreement only under the following circumstances:

(a)  Death Executive's employment hereunder shall terminate upon his death.

(b)  Disability.  If, as a result of  Executive's  incapacity due to physical or
mental illness,  Executive shall have been absent from his duties  hereunder for
the entire  period of six (6)  consecutive  months,  and within thirty (30) days
after written Notice of Termination (as defined in paragraph (e) below) is given
(which  may occur  before or after the end of such six month  period)  shall not
have returned to the performance of his duties hereunder, Executive's employment
hereunder shall terminate for "Disability."

(c)  Termination  by MSGI for  Cause.  The  Company  may  terminate  Executive's
employment  hereunder for "Cause." For purposes of this  Agreement,  the Company
shall have  "Cause"  to  terminate  Executive's  employment  hereunder  (i) upon
Executive's  conviction  for the  commission  of an act or acts  constituting  a
felony  under the laws of the  United  States or any  state  thereof,  (ii) upon
Executive's  intentional  commission of any act or intentional  omission to take
any action, in bad faith and to the material  detriment of any of the Companies,
(iii) upon commission of an act of moral turpitude to the material  detriment of
any of the Companies, (iv) upon the commission of an act of fraud against any of
the  Companies,   (v)  upon  Executive's   willful  and  continued   failure  to
substantially  perform  his  duties  hereunder  (other  than  any  such  failure
resulting from Executive's incapacity due to physical or mental illness),  after
written  notice which has been  delivered  to  Executive  by MSGI,  which notice
specifically  identifies  the manner in which  Executive  has not  substantially
performed  his duties,  and  Executive's  failure to  substantially  perform his
duties is not cured  within  fifteen  (15)  business  days after  notice of such
failure has been given to Executive  if  reasonably  susceptible  to being cured
within such number of business days or, if reasonably susceptible to cure within
a greater  number of  business  days,  if cure  commences  within such number of
business days and is diligently pursued until cure is effected.

(d)  Termination by Executive for Good Reason; Change in Control.

(i)  Executive may terminate  his  employment  hereunder for "Good  Reason." For
purposes of this Agreement,  Executive shall have "Good Reason" to terminate his
employment  hereunder  (A) upon a failure  by the  Company  to  comply  with any
material  provision  of this  Agreement  that has not been cured within ten (10)
business days after notice of such  noncompliance has been given by Executive to
MSGI, (B) upon action by MSGI resulting in a diminution of Executive's  title or
authority, (C) upon a request by MSGI that Executive relocate outside the Boston
area, (D) upon any failure of MSGI timely to perform or observe its  obligations
with respect to  Executive's  right to serve as a member of the Board or Newco's
Board of Directors  under  Section  2(b),  or (E) for any reason  within six (6)
months following the occurrence of a Change in Control.

(ii) For purposes of this  Agreement,  a "Change in Control"  shall be deemed to
have occurred if:

(iii) (A) any  "person," as such term is used in Section  13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than (1)
MSGI, (2) any trustee or other fiduciary  holding  securities  under an employee
benefit plan of MSGI or (3) any corporation  owned,  directly or indirectly,  by
the stockholders of MSGI in substantially the same proportion as their ownership
of Shares), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act),  directly or indirectly,  of securities of MSGI  representing
30% or more of the  combined  voting  power of MSGI's  then  outstanding  voting
securities;

(iv) (B) individuals who at the Commencement  Date constitute the Board, and any
new director whose election by the Board or nomination for election by the Board
or  nomination  for election by the Board or  nomination  for election by MSGI's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;

(v) (C) the  stockholders  of MSGI  approve  a merger  or  consolidation  of the
Company  with any other  corporation,  other than (1) a merger or  consolidation
that would result in the voting securities of MSGI outstanding immediately prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into voting  securities of the surviving or parent entity) a majority
of the voting securities of MSGI or such surviving or parent entity  outstanding
immediately  after such merger or consolidation or (2) a merger or consolidation
effected to implement a  recapitalization  of MSGI (or similar  transaction)  in
which no "person" (as hereinabove  defined) acquires 30% or more of the combined
voting power of MSGI's then outstanding securities;

(vi) (D) the failure of J. Jeremy Barbera to be the Chief  Executive  Officer of
MSGI; or

(vii) (E) the  stockholders  of MSGI approve a plan of complete  liquidation  of
MSGI or an agreement for the sale or disposition by MSGI of all or substantially
all of MSGI's assets (or any transaction having a similar effect).

(e)  Termination  by MSGI Without Cause.  The Company may terminate  Executive's
employment hereunder without Cause.

(f)  Termination by Executive  Without Good Reason.  Executive may terminate his
employment hereunder other than for Good Reason.

(g) Notice of Termination;  Procedure. Any termination of Executive's employment
by MSGI or by Executive  shall be  communicated by written Notice of Termination
to the other party hereto in accordance with Section 14 hereof.  For purposes of
this  Agreement,  a "Notice  of  Termination"  shall  mean a notice  that  shall
indicate the specific  termination  provision in this Agreement  relied upon and
shall set forth in  reasonable  detail  the facts and  circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.  Except in the event of a termination for the commission of a felony,
no  termination  shall  take  place  until the  Executive  shall have been given
written notice specifying the alleged grounds for termination and an opportunity
to be heard, with  representation by counsel, by the Board;  provided,  further,
that  any  such  decision  to  terminate  to be  effective  only if so  voted by
three-fourths of the members of the Board.

(h) Date of  Termination.  "Date of  Termination"  shall mean (i) if Executive's
employment  is  terminated  by his  death,  the  date  of  his  death,  (ii)  if
Executive's  employment  is terminated  pursuant to paragraph (b) above,  thirty
(30) days after Notice of  Termination is given  (provided that Executive  shall
not have returned to the  performance of his duties on a full-time  basis during
such thirty  (30)-day  period),  (iii) if  Executive's  employment is terminated
pursuant to  paragraph  (c) or (d) above,  the date  specified  in the Notice of
Termination  but not less than  fourteen  (14) days after  such  notice is given
(except in the case of termination for the commission of a felony, in which case
the  Date of  Termination  shall  be the  date of the  Notice  of  Termination);
provided,  however,  that if  within  fourteen  (14) days  after  any  Notice of
Termination is given the party receiving such Notice of Termination notifies the
other  party  that a dispute  exists  concerning  the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties or by a binding and final arbitration
award,  (iv) if  Executive's  employment is  terminated  by the Company  without
Cause,  sixty (60) days after the Notice of Termination,  and (v) if Executive's
employment  is terminated  by him  voluntarily,  sixty (60) days after notice of
such termination by him to MSGI, unless waived by MSGI.

13.  Compensation Upon Termination or During Disability.

(a) Disability or Death.  During any period that Executive  fails to perform his
duties  hereunder as a result of incapacity  due to physical or mental  illness,
Executive  shall  continue  to receive  his full  salary at the rate or rates in
effect  for  such  period,  as well as other  applicable  benefits  provided  to
employees of the  Companies,  until his  employment  is  terminated  pursuant to
Section 9(b) hereof. In the event Executive's  employment is terminated pursuant
to Section 9(a) or 9(b) hereof, then

(i) as soon as  practicable  thereafter,  the  Companies  shall pay Executive or
Executive's  beneficiary,  as the case may be, all unpaid  amounts,  if any,  to
which  Executive was entitled as of the Date of  Termination  under Section 3(a)
hereof and shall pay to Executive or  Executive's  beneficiary,  as the case may
be, in accordance  with the terms of the applicable  plan or program,  all other
unpaid amounts to which  Executive was then entitled under any of the Companies'
benefit plans (collectively, "Accrued Obligations");

(ii) as soon as  practicable  thereafter,  the Companies  shall pay Executive or
Executive's beneficiary, as the case may be, a lump-sum payment equal to the sum
of (A) the actual amount of Base Salary that Executive  would have earned during
the twelve (12)-month  period commencing on the Date of Termination,  reflecting
any rate increase determined  pursuant to Section 3(a) hereof or otherwise,  and
(B) the  Annual  Bonus  earned by  Executive  with  respect  to the most  recent
complete  fiscal year of MSGI in which  Executive  was employed by the Companies
(the "Historical Bonus"); or $150,000 if the Date of Termination occurs prior to
June 30, 2000;

(iii) as of the Date of Termination,  all outstanding  stock options  (including
the Option)  granted to Executive which by their terms are then fully vested and
exercisable  shall continue to be fully vested and exercisable by Executive,  or
Executive's  Beneficiary  (as the case may be),  for a period of the  earlier of
ninety (90) days following the Date of Termination or the expiration of the term
of any such option.

(b) Termination for Cause; Voluntary Termination Without Good Reason; Expiration
of  Term.  If  Executive's  employment  is  terminated  by  MSGI  for  Cause  or
voluntarily  by Executive for other than for Good Reason or upon the  expiration
of the Employment Term, then the Companies shall pay the Accrued  Obligations to
Executive at the time(s) set forth in Section  10(a)(i) hereof and the Companies
shall have no further obligations to Executive under this Agreement. In the case
of termination by MSGI for Cause or termination by Executive for other than Good
Reason,  Executive  shall have the right to exercise  any stock  option,  to the
extent then  vested and  exercisable  (including  the  Option),  for a period of
ninety  (90)  days  following  the  Date  of  Termination.  In the  event  of an
expiration of the Employment  Term,  Executive  shall have the right to exercise
any stock  option to the extent  then  vested  and  exercisable  (including  the
Option), for the remaining term of such options.

(c) Termination  Without Cause;  Termination for Good Reason.  If (i) MSGI shall
terminate  Executive's  employment,  other than for Disability or for Cause,  or
(ii) Executive shall terminate his employment for Good Reason, then:

(i) the Companies shall pay the Accrued  Obligations to Executive at the time(s)
set forth in Section 9(a)(i) hereof;

(ii) the Companies shall pay to Executive a lump sum payment equal to the sum of
(A) the actual amount of Base Salary that Executive would have earned during the
balance of the Initial Term or the Renewal  Term,  as  applicable,  but not less
than an amount equal to  Executive's  then-current  Base Salary for  twenty-four
(24) month  periods if fewer than  twenty-four  (24)  months  remain  during the
Initial Term or the Renewal Term in each case such Base Salary shall reflect any
rate increases determined pursuant to Section 3(a) hereof or otherwise,  and (B)
two (2) times the  Historical  Bonus;  or  $300,000  if the Date of  Termination
occurs prior to June 30, 2001;

(iii) for purposes of  computing  the  benefits  payable to Executive  under the
Companies'  benefit  plans in  which  Executive  participated  as of the Date of
Termination, Executive shall be treated as if he had continued in employment for
the  balance  of the  Initial  Term  or the  Renewal  Term,  as  applicable,  or
twenty-four  (24)  months if less than  twenty-four  (24)  months  remain on the
Initial Term or the Renewal Term, as applicable.

(iv) as of the Date of  Termination,  all  outstanding  stock options granted to
Executive (including the Option), which is and shall continue to be fully vested
and  exercisable  in any event)  and not then by their  terms  fully  vested and
exercisable shall become fully vested and exercisable.  Executive shall have the
right to exercise any stock option,  to the extent then  exercisable,  following
the Date of Termination until the expiration of the term of any such option.

14.  Merger.

In the event of a future  disposition  of the  properties  and business of MSGI,
substantially as an entirety, by merger, consolidation,  sale of assets, sale of
stock,  or  otherwise  where the  majority of MSGI Common Stock is acquired by a
party which is not an  affiliate  of MSGI,  then the Company may elect to assign
this Agreement and all of its rights and obligations  hereunder to the acquiring
or surviving corporation.

15.  Survival.

The covenants, agreements,  representations, and warranties contained in or made
pursuant to this Agreement shall survive Executive's  termination of employment,
irrespective of any investigation made by or on behalf of any party.

16.  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.

17.  Notices.

Any notice or other  communication  required or permitted to be given  hereunder
shall be in  writing  and shall be sent by  telecopier,  by  overnight  courier,
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 Companies or MSGI, 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.
In the case of a notice to  Executive,  a copy of such notice  (which copy shall
not constitute notice) shall be delivered to Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo P.C.,  One  Financial  Center,  Boston,  Massachusetts  02111,  Attn.:
Richard R.  Kelly.  Notice to the estate of  Executive  shall be  sufficient  if
addressed  to  Executive  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,  all other  notices shall be deemed given at the time of
receipt if by telecopier, overnight courier or delivery in hand.

18.  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
who the waiver is asserted.

19.  Binding Effect.

Executive'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 Executive'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  Executive  and  his  heirs  and  personal
representatives,  and  shall be  binding  upon and inure to the  benefit  of the
Companies and its successors and those who are its assigns.

20.  Arbitration.

Any dispute or  controversy  arising under or in connection  with this Agreement
shall  be  settled  exclusively  by  arbitration,   conducted  before  a  single
arbitrator  but,  if  Executive  and MSGI  fail to agree on a single  arbitrator
within ten (10) days  after a notice of  dispute  by one given to the  other,  a
panel of three  arbitrators,  one of which shall be selected by each of them and
the third of which  shall be  selected  by the two  arbitrators  selected by the
parties,  in Boston,  Massachusetts,  or in such other location as may be agreed
upon by the parties,  in accordance  with the rules of the American  Arbitration
Association then in effect.  The prevailing  party in such arbitration  shall be
reimbursed for his or its reasonable  attorneys'  fees and expenses  incurred in
such proceeding as determined by the arbitrators.

21.  Indemnification.

To the fullest extent permitted by law, the Companies shall indemnify  Executive
for all amounts (including,  without limitation,  judgments,  fines,  settlement
payments,  losses, damages, costs and expenses,  including reasonable attorneys'
fees) incurred or paid by Executive in connection  with any action,  proceeding,
suit or investigation arising out of or relating to the performance by Executive
of services  for, or acting as a director,  officer or employee  of, MSGI or any
subsidiary thereof. In addition, during the Term, MSGI shall maintain directors'
and  officers'  insurance  on  behalf  of  Executive  on the same  basis as that
maintained for other directors and officers of the Company.

22.  Expenses.

MSGI shall pay Executive's reasonable attorneys' fees (including  disbursements)
for the negotiation  and  preparation of this Agreement,  which payment shall be
made  directly to Mintz  Levin  within  fifteen  (15) days of receipt of invoice
regardless  of  whether  or not the  transaction  contemplated  by the  Purchase
Agreement is consummated and this Agreement takes effect.

23.  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.

24.  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 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.


<PAGE>

            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
                                         ------------------------------
                                         Name: J. Jeremy Barbera
                                         Title: Chief Executive Officer

                                         /s/Edward E. Mullen
                                         ------------------------------
                                         Edward E. Mullen