EMPLOYMENT AGREEMENT


     THIS AGREEMENT (this  "Agreement") is being made as of the 30th day of June
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 JEREMY  BARBERA  ("Employee"),  an individual  residing at: 225
Central Park West, New York, New York 10024.

                              W I T N E S S E T H:

     WHEREAS,  the Board of Directors of the Company (the  "Board")  desires the
Company to continue  to employ the  Employee  as  Chairman  and Chief  Executive
Officer of the Company and to compensate him therefor; and

     WHEREAS,  the  Employee  desires to continue to serve as Chairman and Chief
Executive 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
effective  as of January 1, 2000 and  continuing  until  December  31, 2002 (the
"Initial Term").  This Agreement shall be automatically  renewed annually for an
additional  term of three (3) 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 Chairman and Chief Executive  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 Chairman and Chief Executive 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 Board of  Directors,  (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
Board of Directors,  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  Chairman and Chief  Executive  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 Five Hundred Thousand ($500,000) 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 eight hundred twenty five thousand  (825,000) 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
June 30, 2000, which Options shall vest and become  exercisable as follows:  50%
shall vest on December 31,  2000,  25% shall vest on December 31, 2001 and , 25%
shall vest on December  31,  2002,  in  accordance  with the  Company's  current
practice and the standard  terms and  conditions  of the Plan. In the event of a
termination of this Agreement  pursuant to Section 7(d) or Section 8, any option
in the Company  held by the Employee  (including  but not limited to the options
described  herein) shall to the extent then unvested become  immediately  vested
and  exercisable and shall remain so exercisable for a period of eighteen months
following such termination.

     (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. Employee
will  continue  to be entitled  to receive  automobile,  parking and health club
benefits at the expense of the Company.

     (d)  Employee  shall be eligible to receive  bonuses,  in a maximum  amount
equal to up to one hundred  percent (100%) 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  Compensation  Committee of the Company
(the "Compensation  Committee").  Such bonuses,  if any, shall be based upon the
Company meeting certain goals as established by the Compensation  Committee,  as
customized to the Employee's performance hereunder.

     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) (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) The Employee agrees that he will 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.

     (b) 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.

     (c) 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.

     (d) 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.

     (e) 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.

     (f) 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 sixty (60) 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. Merger,  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 2.99  times  the sum of the  employee's  annual  base  salary  plus the
maximum annual 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/ Alan Annex
                      --------------
                      Alan Annex, Secretary



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