SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                    ----------------------------------------

               SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of November
14, 2001, by and between COACTIVE MARKETING GROUP, INC., a Delaware corporation
formerly known as Inmark Enterprises, Inc. ("Company"), and PAUL A. AMERSHADIAN,
an individual ("Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

               WHEREAS, Company and Employee are parties to that certain
Employment Agreement, dated September 29, 1995, as amended by a First Amendment
to Employment Agreement dated as of May 2, 1997, pursuant to which Employee
serves as Executive Vice President of Company (the "Agreement"); and

               WHEREAS, Company and Employee desire to extend the term of the
Agreement until September 29, 2004 and to increase Employee's annual base salary
from $250,000 to $275,000 effective as of October 1, 2001, all as set forth
herein.

               NOW, THEREFORE, in consideration of the foregoing premises, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Employee agree as follows:

               1.     Paragraph 3 of the Agreement is hereby amended and
restated to read in its entirety as follows:

                      3.     Term. This Agreement shall be for a term of nine
               (9) years, commencing on September 29, 1995 and ending on
               September 28, 2004, unless sooner terminated as hereinafter
               provided. Unless either party elects to terminate this Agreement
               at the end of the original or any renewal term by giving the
               other party notice of such election at least sixty (60) days
               before the expiration of the then current term, this Agreement
               shall be deemed to have been renewed for an additional term of
               one (1) year commencing on the day after the expiration of the
               then current term.

               2.     Paragraph 4(a) of the Agreement is hereby amended and
restated to read in its entirety as follows:

                             (a)    For all of the services rendered by Employee
               to Company and its subsidiaries, Employee shall receive a base
               salary at the annual rate of (i) Two Hundred Thousand Dollars
               ($200,000) for the period from September 29, 1995 through October
               15, 1996, (ii) Two Hundred Twenty Thousand Dollars ($220,000) for
               the period from October 16, 1996 through September 30, 1997,
               (iii) Two Hundred Forty Thousand Dollars ($240,000) for the
               period from October 1, 1997 through March 31, 1998, (iv) Two
               Hundred Fifty Thousand Dollars ($250,000) for the period from
               April 1, 1998 through September 30, 2001, and (v) Two Hundred
               Seventy Five Thousand Dollars ($275,000) for the period from
               October 1, 2001 through the expiration or earlier termination of

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               this Agreement. Employee's base salary shall be payable in
               reasonable periodic installments in accordance with Company's
               regular payroll practices in effect from time to time.

               3.     Clauses (i) and (ii) of Paragraph 14(c) of the Agreement
are hereby amended and restated to read in their entirety as follows:

                             (i)    If to Company:

                                    CoActive Marketing Group, Inc.
                                    415 Northern Boulevard
                                    Great Neck, New York 11021
                                    Attention: Chairman

                                    with a copy, given in the manner prescribed
                                    above, to:

                                    Kronish, Lieb, Weiner & Hellman LLP
                                    1114 Avenue of the Americas
                                    New York, New York 10036-7798
                                    Attention: Steven K. Weinberg, Esq.

                             (ii)   If to Employee:

                                    39 Winged Foot Drive
                                    Manalapan, New Jersey 07726

               4.     Except as specifically provided herein, all terms and
conditions of the Agreement shall remain in full force and effect, and are
hereby ratified and confirmed in all respects by Company and Employee unless
otherwise specifically amended, waived or changed pursuant to the terms and
conditions of the Agreement. Except as specifically provided herein, this Second
Amendment is not a consent to any waiver or modification of any term or
condition of the Agreement.

               5.     In the event of any inconsistency between the terms of
this Second Amendment and the Agreement, this Second Amendment shall govern.

               6.     This Second Amendment and the rights and obligations of
the parties hereunder shall be construed in accordance with and be governed by
the laws of the State of New York, without giving effect to its conflicts of law
principles.

               7.     If any provision of this Second Amendment is determined to
be unenforceable or invalid under applicable law, such unenforceability or
invalidity shall not affect the enforceability or validity of any other
provision of this Second Amendment, and the parties hereto expressly agree that
such unenforceable or invalid provision shall be deemed severed from this Second
Amendment.

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<PAGE>

               8.     This Second Amendment may be executed in any number of
counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.

               IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the date first above written.

                                       COACTIVE MARKETING GROUP, INC.


                                       By /s/ DONALD A. BERNARD
                                          --------------------------------------
                                          Name:  Donald A. Bernard
                                          Title: Executive Vice President


                                          /s/  Paul A. Amershadian
                                          --------------------------------------
                                          Paul A. Amershadian

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