Exhibit 10.2


MANAGEMENT CONSULTING AGREEMENT


          This
Agreement is made as of [December] ___, 2009 among ‘mktg, inc.’, a Delaware
corporation (the “Company”) and UNION CAPITAL CORPORATION, a Nevada
corporation (“UCC”). Certain capitalized terms used herein are defined
in Section 6.


          The Company
availed itself of the management, advisory and corporate structuring expertise
of UCC in connection with the Securities Purchase Agreement, dated as of
November 25, 2009, among the Company and the Buyers set forth therein (the “Purchase
Agreement”), pursuant to which UCC-mktg Investment, LLC (“UCC Investment”),
and the other Buyers purchased the Company’s Series D convertible participating
preferred stock, par value $0.001 per share (“Series D Stock”), warrants
to purchase common stock, par value $0.001 per share (“Common Stock”)
and senior secured notes from the Company. The Company desires to continue to
avail itself of the management, advisory and corporate structuring expertise of
UCC, and UCC is willing to make such services, advice and expertise available
to the Companies on the terms and conditions herein set forth.


          NOW,
THEREFORE, in consideration of the obligations and covenants contained herein,
the parties hereto agree as follows:


          Section
1.          Engagement of
UCC. The Company hereby engages UCC, and UCC hereby accepts such
engagement, upon the terms and conditions set forth in this Agreement.


          Section
2.          Term. UCC
agrees to provide the services described hereunder for the period commencing on
the date hereof and ending on the earlier of (a) the date on which both (i) the
Required Holders (as defined in the Certificate of Designations of the Series D
Stock as then in effect (“Certificate of Designations”)) no longer have
the right to nominate any directors to the Company’s Board of Directors and
(ii) UCC Investment and its Affiliates, collectively, no longer beneficially
own at least twenty (20) percent of the Common Stock purchased by it at the
Closing (as defined in the Purchase Agreement) (assuming conversion of the
Series D Stock purchased by UCC Investment and exercise of the Warrant issued
to UCC Investment) and (b) ten (10) years from the date hereof (the “Term”).


          Section
3.          Management
Consulting Services.


                    
(a)          During
the Term, UCC shall advise the Company concerning any proposed senior
management matters related to the Company’s business, administration and
policies, as the Company shall specifically and reasonably request by written
notice to UCC, which notice will specify the services requested by the Company
and shall include all background material necessary for UCC to provide such
services. Such consulting services shall, in UCC’s reasonable discretion, be
rendered by UCC in person, by telephone or other suitable communication. UCC
shall be free of control by the Company over the manner and time of rendering
its services hereunder, and the Company shall have no right to dictate or
direct the details of the services rendered hereunder. UCC shall (i) use its
reasonable efforts to deal effectively with all subjects submitted to it
hereunder and (ii) endeavor to further, by performance of its services
hereunder, the policies and objectives of the Company.






                    (b)
          UCC
shall perform all such services as contemplated hereunder as an independent
contractor to the Company. UCC is not an employee, agent or other
representative of the Company and has no authority to act for or to bind the
Company without the Company’s prior written consent.


                    (c)
          This
Agreement shall in no way prohibit or limit UCC or any of its Affiliates from
engaging in any other activities (including activities which might be in
competition with the Company).


          Section
4.          Fees.


                    (a)
          In
consideration for the management consulting services provided by UCC from and
after the date of this Agreement, and for the continuing engagement of UCC as a
management consultant as provided herein, the Company shall pay to UCC an
aggregate annual management fee (the “Management Fee”) initially equal
to $125,000 per year payable quarterly in advance beginning on [December], ___
2009 (and pro-rated for the third quarter of 2009 based on the number of days
during which this Agreement is in effect), and on the first day of each quarter
thereafter during the Term.


                    (b)          Upon
the date on which both (i) the Required Holders (as defined in the Certificate
of Designations) no longer have the right to nominate two directors to the
Company’s Board of Directors and (ii) UCC Investment and its Affiliates,
collectively, no longer beneficially own at least forty (40) percent of the
Common Stock purchased by it at the Closing (assuming conversion of all the
Series D Stock purchased by UCC Investment and exercise of the Warrant issued
to UCC Investment), the Management Fee shall then be equal to $60,250 per year
payable quarterly in advance.


                    (c)          If
the Company fails to pay the Management Fee in a timely manner, the unpaid
balance shall accrue interest at the rate of sixteen (16%) percent per annum
until such unpaid balance is paid in full. The Management Fee shall be payable
regardless of whether UCC has performed any services for the Company during the
month to which such Management Fee relates and UCC shall not be under any
obligation to return such Management Fee.


                    (d)          The
Company shall also reimburse UCC for all reasonable expenses incurred by UCC in
the course of performing its duties under this Agreement.


                    (e)          As
consideration for the services provided by UCC heretofore in connection with
the Purchase Agreement, and as an additional inducement for UCC to enter into
this Agreement, the Company shall pay to UCC a closing fee of $325,000 (the “Closing
Fee”). The Closing Fee shall be deemed earned upon Closing and shall be
payable as follows: $162,500 shall be payable at Closing (as defined in the
Purchase Agreement) and the remainder shall be payable in six equal monthly
installments beginning on [January ___, 2010].


                    (f)          Upon
the Closing, the Company shall reimburse UCC for all out-of-pocket expenses
incurred by or on behalf of UCC in connection with the Purchase Agreement and
all related matters (not to exceed, in respect of such expenses up to and
including the Closing, $250,000).


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                    (g)          This
Agreement shall not limit any amounts payable by the Company to UCC or its Affiliates
for services requested that are beyond the scope of this Agreement and any such
potential fees shall be distinct from the Management Fee and shall not reduce
the amount of the Management Fee.


          Section
5.         Indemnity.


                    (a)          Except
as prohibited by law or as set forth below, the Company shall indemnify and
hold harmless UCC and its shareholders, Affiliates, directors, officers,
employees, representatives and agents (each being an “Indemnified Party”)
on demand from and against any and all losses, claims, damages and liabilities,
joint or several, costs or expenses (including attorney’s fees and expenses,
whether arising in disputes between the parties or with third parties) to which
such Indemnified Party may become subject under any applicable federal or state
law or as a result of any claim made by any third party or otherwise, relating
to, arising out of or in any way connected with the services contemplated by or
performed in connection with this Agreement (each, a “Loss”, and,
collectively, the “Losses”). Notwithstanding the foregoing, the
obligation to indemnify an Indemnified Party hereunder shall not apply in
respect of any portion of an indemnified amount owing such Indemnified Party to
the extent that a court of competent jurisdiction shall have determined by
judgment, no longer subject to appeal, that such indemnified amount resulted
primarily resulted from such Indemnified Party’s willful misconduct or gross
negligence.


                    (b)          The
Company will reimburse any Indemnified Party for all Losses as they are
incurred including Losses which are incurred in connection with the
investigation of, preparation for or defense of any pending or threatened
claim, or any action or proceeding arising therefrom (regardless of whether or
not such Indemnified Party has been formally named a party to such claim,
action or proceeding).


                    (c)          Without
the prior written consent of UCC, which consent shall not be unreasonably
withheld, neither the Company nor any Subsidiary shall enter into any
settlement of a lawsuit, claim or other proceeding relating to or arising out
of the services contemplated by or performed in connection with this Agreement,
unless such settlement includes an explicit and unconditional release from the
party bringing such lawsuit, claim or other proceeding of all Indemnified
Parties.


                    (d)          If
this Section 5 or any portion thereof shall be invalidated on any
grounds by any court of competent jurisdiction, the Company shall nevertheless
indemnify any person entitled to indemnification hereunder as to any Losses,
paid or incurred by such person in connection with any actual, pending or
threatened claim or action to the fullest extent permitted by any applicable
portion of this Section 5 that shall not have been invalidated and/or to
the fullest extent permitted by applicable law.


                    (e)          In
addition to the rights provided in Section 5(a) through Section 5(d)
above, the Company hereby designates each Indemnified Party as a person
entitled to the rights of indemnification and contribution set forth in Article
VII of the Bylaws of the Company.


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                    (f)          The
Company, on the one hand, and UCC, on the other hand, agree that if any
indemnification or reimbursement sought pursuant to this Section 5 is
judicially determined to be unavailable, then the Company, on the one hand, and
the Indemnified Party, on the other hand, shall contribute to such Losses for
which such indemnification or reimbursement is held unavailable (i) in such
proportion as is appropriate to reflect the relative benefits to the Company,
on the one hand, and the Indemnified Party on the other hand, in connection
with the transactions to which such indemnification or reimbursement relates,
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) but also the relative faults of the
Company, on the one hand, and the Indemnified Party on the other hand, as well
as any other equitable considerations; provided, however, that in
no event shall the amount to be contributed by the Indemnified Party pursuant
to this paragraph exceed the amount of the fees actually received by any
Indemnified Party hereunder.


                    (g)          The
Company agrees (on behalf of itself and its Affiliates) (i) that no Indemnified
Party shall have any liability to any Company or its Affiliates for Indemnified
Liabilities except to the extent that a court of competent jurisdiction shall
have determined by final judgment, no longer subject to appeal, that the
Indemnified Liabilities resulting primarily resulted from such Indemnified
Party’s willful misconduct or gross negligence, (ii) that the Company will not
make under any circumstances, and the Company will cause its respective
Affiliates not to make under any circumstances, any claim against any
Indemnified Party for any special, indirect or consequential damages in respect
of any breach or wrongful conduct (whether the claim therefore is based on
contract, tort or duty imposed by law) in connection with, arising out of or in
any way related to, the transactions contemplated by the relationship
established by this Agreement, or any act, omission or event occurring in
connection therewith, and (iii) to waive, release and agree not to sue upon,
and the Company agrees to cause its respective Affiliates not to sue upon, any
such claim for any such damages, whether or not accrued and whether or not
known or suspected to exist in any such party’s favor.


                    (h)          Notwithstanding
anything to the contrary contained herein or in the certificate of
incorporation or bylaws of the Company, the Company acknowledges and agrees
that although under certain circumstances certain Indemnified Parties may be
entitled to indemnification and expense advancement and/or reimbursement from
UCC, UCC Investment, or their respective Affiliates (collectively, “UCC
Related Parties”) in connection with claims made against any such
Indemnified Party, the obligations of the Company hereunder, under any
director’s indemnification agreement and/or under the certificate of
incorporation or bylaws of the Company with respect to any claim by an
Indemnified Party are primary to any obligations of any UCC Related Party with
respect thereto and the Indemnified Party will not be obligated to seek
indemnification from or expense advancement or reimbursement by any UCC Related
Party with respect to any claim. In addition: (i) the Company, on behalf of
itself and any insurers providing liability insurance, hereby waives any rights
of contribution or subrogation or any other right from or against each and
every UCC Related Party and every insurer providing liability insurance to the
UCC Related Parties and/or any Indemnified Party with respect to any claim and
(ii) the Company acknowledges and agrees that if any UCC Related Party provides
indemnification, expense advancement, expense reimbursement or otherwise to an
Indemnified Party with respect to any liabilities, including Losses, such UCC
Related Party(ies) shall be subrogated to the extent of such payment to all
rights of recovery of such Indemnified Party under this Agreement or the
certificate of incorporation or bylaws of the Company. Each of the Indemnified
Parties and UCC Related Parties is an intended third party beneficiary of this
Section 5(h) and the Company agrees to take such further action as may be
requested by any Indemnified Party or UCC Related Party to effectuate the
contractual arrangement between the Company and the Indemnified Party and UCC
Related Parties as set forth herein.


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          Section
6.          Certain
Defined Terms.


          “Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such person. For the
purpose of the above definition, the term “control” (including with correlative
meaning, the terms “controlling,” “controlled by” and “under common control
with”), and used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise. For the avoidance of doubt, for all
purposes hereunder, UCC Investment and UCC are deemed to be Affiliates.


          “Person”
shall be construed broadly and shall include an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.


          Section
7.         Notices.
All notices, requests, demands, claims, and other communications hereunder
shall be in writing. Any notice, request, demand, claim or other communication
hereunder shall be delivered personally to the recipient, delivered by first
class mail (postage prepaid), telecopied to the intended recipient at the
telecopy number set forth therefor below (with hard copy to follow), or sent to
the recipient by reputable express courier service (charges prepaid) and
addressed to the intended recipient as set forth below:


	
  

 	
  

 	
  

 
	
  

 	
 if to UCC:

 
	
  

 	
  

 
	
  

 	
 Union Capital Corporation

 
	
  

 	
 445 Park Avenue

 
	
  

 	
 14th Floor

 
	
  

 	
 New York, NY 10022

 
	
  

 	
 Attention:

 	
 Gregory J. Garville

 
	
  

 	
 Telephone:

 	
 212-832-1141

 
	
  

 	
 Telecopy:

 	
 212-832-0554

 
	
  

 	
  

 
	
  

 	
 with a copy to:

 
	
  

 	
  

 
	
  

 	
 Finn Dixon & Herling LLP

 
	
  

 	
 177 Broad Street

 
	
  

 	
 Stamford, Connecticut 06901

 
	
  

 	
 Attention:

 	
 Charles J. Downey III, Esq.

 
	
  

 	
 Telephone:

 	
 (203) 325-5000

 
	
  

 	
 Telecopy:

 	
 (203) 325-5001

 


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 if to the Company:

 
	
  

 	
  

 
	
  

 	
 75 Ninth Avenue

 
	
  

 	
 New York, NY 10011

 
	
  

 	
 Attention:

 	
 President

 
	
  

 	
 Telephone:

 	
 212-366-3400

 
	
  

 	
 Telecopy:

 	
 212-660-3863

 


          or to such
other address as the party to whom notice is to be given may have furnished to
the other party in writing in accordance herewith. Any such communication shall
be deemed to have been duly given and received (i) when delivered, if
personally delivered, sent by telecopier or sent by overnight courier and (ii)
on the fifth business day following the date posted, if sent by mail.


          Section
8.          Entire
Agreement. This Agreement contains the complete and exclusive expression of
the agreement between the Company and UCC with respect to the subject matter
hereof and supersedes all prior agreements or understandings among Company and
UCC with respect hereto.


          Section
9.          Assignment.
This Agreement shall not be assigned by any party without the consent of the
other party; provided that UCC shall have the right to assign its rights
and obligations under this Agreement to an Affiliate of UCC at any time.


          Section
10.        Benefits of
Agreement. The terms and provisions of this Agreement shall be binding
upon, and will inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.


          Section
11.        Amendments
and Waivers. The terms and provisions of this Agreement shall not be
modified, altered or otherwise amended, except pursuant to a writing signed by
the parties. Any waiver by a party of a breach of any provision of this
Agreement by another party shall be in writing and shall not operate or be
construed as a waiver of any other or subsequent breach by such other party.


          Section
12.       Governing Law.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK, OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL
LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION
OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT
OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY
APPLY.


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          Section
13.       Jurisdiction
and Venue.


                    (a)          The
Company and UCC hereby irrevocably and unconditionally submit, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or federal
court of the United States of America sitting in the State of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or for recognition or enforcement of any judgment,
and the Company and UCC hereto hereby irrevocably and unconditionally agree
that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. The Company and UCC agree that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.


                    (b)          The
Company and UCC irrevocably and unconditionally waive, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to the Agreement in any New York State or federal court. The Company
and UCC irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


                    (c)          The
Company and UCC further agree that the mailing by certified or registered mail,
return receipt requested to both (i) the other parties and (ii) counsel for the
other parties (or such substitute counsel as such party may have given written
notice of prior to the date of such mailing), of any process required by any
such court shall constitute valid and lawful service of process against them,
without the necessity for service by any other means provided by law.


          Section
14.      Section
Headings. Section headings are used for convenience only and shall in no
way affect the construction of this Agreement.


          Section
15.      Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.


*     *     *     *     *


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 [UCC MANAGEMENT CONSULTING AGREEMENT]


          IN WITNESS
WHEREOF, the parties have caused this Management Consulting Agreement to be
duly executed as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 ‘mktg, inc.’

 
	
  

 	
 a Delaware
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 
	
  

 	
 UNION
 CAPITAL CORPORATION,

 
	
  

 	
 a Nevada
 corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


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