EXHIBIT 10.1


AGREEMENT


          AGREEMENT
(this “Agreement”), dated as of May 27, 2009 by and
between ‘mktg, inc.’, a Delaware corporation (“mktg”), and Maritz LLC, a
Missouri limited liability company (“Maritz”) (each a “Party” and
collectively, the “Parties”).


R E C
I T A L S:


          Maritz,
among other activities, engages through its Maritz Interactions division in the
business of DTC Promotions (as hereinafter defined). Maritz and its affiliates
desire to exit the DTC Promotions business, and is entering into this Agreement
with mktg to provide for the provision of such services to Maritz’ clients by
mktg.


          NOW,
THEREFORE, in consideration of the premises, representations, warranties,
covenants and agreements herein contained, the Parties agree as follows:


          1.          Definitions.
The following terms shall have the meanings set forth below:


          “Burdened
Labor Cost” means, with respect to any employee (including freelance and
temporary employees) assigned to render direct services under a contract
subcontracted or assigned by Maritz to mktg under Sections 2(a), (b) and (c) of
this Agreement or in the performance of any project referred to mktg by Maritz
pursuant to Section 2(e), the product of (i) the number of hours billed to such
contract by such employee, and (ii) the “burdened labor rate” rate for such
employee, calculated in a manner consistent with Maritz’ practices as set forth
on Exhibit A.


          “DTC
Promotions” means, collectively, the (i) production of direct-to-consumer
events (but excluding projects consisting only of the procurement, booking
and/or production of talent), (ii) partnership and sponsorship marketing (other
than as set forth on Exhibit B, which Maritz is contractually obligated
to refer to Intero Alliance, LLC), and (iii) provision of a field force for
consumer marketing programs requiring the same.


          “Earn-Out
Period” means the period of 12 calendar months beginning on (i) the
Effective Date (as hereinafter defined), if such day is the first day of the
month, or otherwise (ii) the first day of the next calendar month following the
Effective Date.


          “Effective
Date” means June 1, 2009.


          “GAAP”
means United States of America generally accepted accounting principles.


          “Gross
Profit” means, with respect to the contracts subcontracted or assigned by
Maritz to mktg under Sections 2(a), (b) and (c) of this Agreement or any
project referred to mktg by Maritz pursuant to Section 2(e), the revenues
generated by mktg under such contracts or from the performance of such referred
projects, less all costs and expenses incurred by mktg to third parties in
generating such revenues, less all Burdened Labor Costs incurred by mktg in
generating such revenues.






          “SEC”
means the Securities and Exchange Commission.


          2.          Subcontracting;
Transfer; Assignment and Referral of DTC Contracts.


          (a)         Subcontracting.
Effective as of the Effective Date, Maritz hereby irrevocably engages mktg as a
subcontractor to perform all DTC Promotions services (“DTC Promotions
Services”) on its behalf under the contracts and statements of work
identified on Schedule 2(a) to this Agreement (the “Delegated
Contracts”). mktg accepts such engagement as of the Effective Date and
agrees to perform such DTC Promotions Services to be performed under the
Delegated Contracts on or after the Effective Date. mktg shall be entitled to
receive all amounts otherwise due to Maritz under the Delegated Contracts on or
after the Effective Date in connection with such DTC Promotions Services, and
in the event any such amounts are received by Maritz, such amounts shall be
promptly paid by Maritz to mktg.


          (b)         Assignment
of Contracts. Effective as of the Effective Date, Maritz hereby assigns to
mktg all of its right, title, benefit, privileges and interest in and to, all
of the contracts and statements of work identified on Schedule 2(b) to
this Agreement (the “Assigned Contracts”), and mktg hereby accepts as of
the Effective Date such assignment and assumes and agrees to observe and
perform the DTC Promotions Services to be performed under the Assigned
Contracts on or after the Effective Date. In addition to the obligations set
forth in Section 2(d), in the event any amounts are received by Maritz under
the Assigned Contracts on or after the Effective Date with respect to the DTC
Promotions Services provided by mktg thereunder, such amounts shall be promptly
paid by Maritz to mktg.


          (c)         Contracts
to be Assigned/Subcontracted. Following the date hereof, Maritz shall use
its commercially reasonable efforts, including, without limitation, obtaining
all necessary consents, to subcontract or assign to mktg, all of the contracts
and statements of work identified on Schedule 2(c) to this Agreement.


          (d)         Advance
Billings. Maritz acknowledges and agrees that it has received the advance
billings for services to be performed by mktg on or after the Effective Date
with respect to the projects described on Schedule 2(d). Within five
business days after the Effective Date, Maritz shall pay to mktg an amount in
cash equal to the advance billings received by Maritz as of the close of
business on May 31, 2009 for services to be performed by mktg on or after the
Effective Date with respect to such projects.


          (e)         Contract
Referrals. During the period from and after the Effective Date and
continuing until the third anniversary of such date (the “Referral Period”),
Maritz shall, and shall cause its subsidiaries to (i) market the DTC Promotions
Services provided by mktg to Maritz’ current and future clients and potential
clients; (ii) use commercially reasonably efforts to engage mktg to perform DTC
Promotions Services for Martiz’s clients, and/or refer mktg to such clients and
otherwise cause such clients to directly engage mktg to perform such DTC
Promotions Services; (iii) not market or refer to its clients the DTC
Promotions Services of any other provider of DTC Promotions Services, and (iv)
not engage, directly or indirectly, in the business of providing DTC Promotions
Services. Notwithstanding the foregoing, Maritz shall have no obligation to
engage mktg or refer any client to mktg under this Section 2(e) if such client
directs Maritz to use an alternative provider, provided that in such
event, Maritz shall not accept or receive any commission or referral fee in
connection with the provision of DTC Promotions Services by such alternate
provider.


2






          (f)         Offers
to Employees. To enable mktg to render DTC Promotions Services under this
Agreement, mktg shall offer employment effective as of the Effective Date to
each employee of Maritz listed on Schedule 2(f) on an “at-will” basis on
the terms set forth on such Schedule. Except as otherwise provided in this
Section 2(f), mktg shall have no obligation or liability for any salary,
compensation, benefits, severance or other amounts owed to or claimed by any
employee of Maritz, including, without limitation, for periods prior to the
Effective Date or as a result of mktg’s election not to offer employment to
such employee, and all such obligations and liabilities shall be retained by
Maritz. Notwithstanding any other provision of this Agreement, mktg may amend Schedule
2(f) to remove any employee listed thereon at any time prior to the
Effective Date in its sole and absolute discretion by providing Maritz with an
amended copy of such Schedule. Should mktg hire, without Maritz’ prior written
consent (which will not be unreasonably withheld) any former employee of Maritz
or any of its subsidiaries whose employment is terminated in connection with
the transactions contemplated by this Agreement, other than the employees
listed on Schedule 2(f), at any time prior to the expiration of the
thirty (30) day period following the expiration of any applicable severance
period, mktg shall reimburse Maritz for the amount of any severance payments,
if any, made by Maritz to such employee from and after the commencement of such
person’s employment with mktg. Notwithstanding the foregoing, Maritz hereby
agrees to pay to mktg 50% of all salary, benefits, payroll taxes and related
compensation costs of mktg with respect to Joseph Sarquiz and Carin Lang for
the period of the Effective Date through July 31, 2009, in the aggregate amount
of approximately $24,000. Such amounts shall be paid promptly upon demand
therefor as such costs are incurred by mktg.


          (g)         Post-Closing
Termination. In the event mktg terminates any employee listed on
Schedule 2(f) prior to December 31, 2009, Maritz shall reimburse mktg for
any severance payments made by mktg to such terminated employee up to an amount
equal to the severance payments such employee would have received from Maritz
if such employee had been terminated by Maritz on May 31, 2009, as set forth on
Schedule 2(f) (the “Maritz Severance Amount”); provided that,
should mktg hire, without Maritz’ prior written consent (which will not be
unreasonably withheld), any such terminated employee, at any time prior to the
expiration of the thirty (30) day period following the expiration of such
applicable severance period, mktg shall reimburse Maritz for the amount of any
severance payments, if any, paid by Maritz pursuant to this Section 2(g). Any
such reimbursement payments to be made to mktg by Maritz shall be made on the
same payment schedule as such severance payments would have been made under
Maritz then-existing severance plan. mktg shall be solely responsible for, and
shall pay to any such terminated employee, any severance amount in excess of
the Maritz Severance Amount earned by such employee as a result of the passage
of time between the Effective Date and the date of such termination.


          3.          Consideration
to be Paid by mktg.


          (a)         Initial
Share Issuance. In consideration of the subcontracting and assignment by
Maritz to mktg under Section 2 above, (i) mktg shall cause to be issued to
Maritz on the Effective Date (or as soon as practical thereafter using
commercially reasonable efforts) a certificate for 50,000 shares of the common
stock of mktg, par value $.001 per share (“mktg Shares”), and (ii) issue
additional mktg Shares to Maritz from time to time pursuant to Sections 3(b)
and 3(c) below.


3






          (b)         Intermediate
Share Issuance. From time to time during the Earn-Out Period, mktg shall
issue additional mktg Shares to Maritz as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 upon mktg’s recognition, in accordance with GAAP, of
 $2,000,000 in Gross Profits (as defined herein), mktg shall be obligated to cause
 to be issued to Maritz a certificate for 100,000 mktg Shares; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 upon mktg’s recognition, in accordance with GAAP, of
 $3,100,000 in Gross Profits, mktg shall be obligated to cause to be issued to
 Maritz a certificate for 50,000 mktg Shares.

 



mktg shall cause the certificates required to be
issued pursuant to this Section 3(b) to be issued within five business days of
mktg’s recognition of the applicable Gross Profits threshold.


          (c)         Final
Share Issuance. In addition, mktg shall issue up to an additional 400,000
mktg Shares to Maritz in the event that Gross Profits during the Earn-Out
Period exceed $3,100,000 (the “Minimum Target”), as set forth in this
Section 3(c). Maritz shall not be entitled to be issued any additional mktg
Shares under this Section 3(c) in the event Gross Profits during the Earn-Out
Period do not exceed the Minimum Target. In the event Gross Profits during the
Earn-Out Period are greater than the Minimum Target but less than or equal to
$5,000,000 (the “Intermediate Target”), mktg shall issue to Maritz that
number of additional mktg Shares, rounded to the nearest whole number, equal to
200,000, multiplied by a fraction, expressed as a percentage, the numerator of
which shall be equal to the amount by which actual Gross Profits during the
Earn-Out Period exceed the Minimum Target, and the denominator of which shall
be equal to $2,900,000. In the event that Gross Profits during the Earn-Out
Period exceed the Intermediate Target, mktg shall issue to Maritz 200,000
additional mktg Shares, plus that number of additional mktg Shares, rounded to
the nearest whole number, equal to 200,000, multiplied by a fraction, expressed
as a percentage, the numerator of which shall be equal to the amount by which
actual Gross Profits during the Earn-Out Period exceed the Intermediate Target,
and the denominator of which shall be equal to $2,500,000. In no event shall
mktg issue Maritz in excess of 400,000 mktg Shares under this Section 3(c).


4






          (d)         Earn-Out
Statement. Within 45 days of the end of the Earn-Out Period, mktg shall
deliver to Maritz a written statement (the “Earn-Out Statement”)
calculating in reasonable detail the number of mktg Shares that Maritz is
entitled to be issued under Section 3(c) (and under Section 3(b) if mktg has
not previously issued mktg Shares under such Section), together with a
certificate representing such shares (if any). Upon the written request of
Maritz, mktg will provide Maritz with reasonable access to such books and records
of mktg as may be reasonably necessary for Maritz to confirm the determination
and calculation of such shares. If Maritz disputes any amounts reflected on the
Earn-Out Statement (including the number of mktg Shares to which it is entitled
thereunder) as delivered by mktg, Maritz shall so notify mktg in writing (“Earn-Out
Notice of Dispute”) not more than 30 calendar days after the date Maritz
receives the Earn-Out Statement, specifying in reasonable detail any points of
disagreement. If Maritz fails to deliver an Earn-Out Notice of Dispute within
such 30-day period, Maritz shall be deemed to have accepted the Earn-Out
Statement. Upon receipt of an Earn-Out Notice of Dispute, mktg shall promptly
consult with Maritz with respect to such points of disagreement in an effort to
resolve the dispute. If any such dispute is not resolved by the Parties within
30 calendar days after mktg receives any such Earn-Out Notice of Dispute, they
shall attempt to find a mutually agreeable certified public accountant at a national
accounting firm that has no material relationship with any of the Parties to
serve as an arbitrator (the “Accountant”) to finally determine, as soon
as practicable, and in any event within 30 calendar days after such reference,
all points of disagreement with respect to the Earn-Out Statement. If the
Parties cannot mutually agree upon the selection of an Accountant or the
Accountant selected is unable or refuses to perform, then the arbitration will
be submitted to and administered by the American Arbitration Association in
accordance with the procedures set out in Section 7(k). The Accountant shall
apply the principles set forth in this Agreement and shall otherwise conduct
the arbitration under such procedures as the Parties may agree or, failing such
agreement, under the Commercial Rules of the American Arbitration Association.
The fees and expenses of the arbitration and of the Accountant, including all
legal and accounting fees and expenses incurred by the prevailing Party in such
arbitration shall be paid by the non-prevailing Party promptly following the
Accountant’s final determination. To the extent that either of the Parties does
not prevail on all items in dispute on the Earn-Out Statement, the Accountant
shall allocate such fees and expenses between the Parties in proportion to the
extent to which each Party prevailed with respect to such items in dispute. All
determinations by the Accountant shall be final, conclusive and binding with
respect to the Earn-Out Statement and the Parties’ respective responsibilities
for arbitration fees and expenses. In the event the Accountant determines that
Maritz is entitled to receive more mktg Shares than reflected in the Earn-Out
Statement, mktg shall cause such additional mktg Shares to be issued to Maritz
no later than five business days after the Accountant’s final determination.


          (e)         Referral
Fees. In consideration of projects referred to mktg pursuant to Section
2(e), mktg shall pay Maritz a commission equal to five percent (5%) of the Gross
Profits earned by mktg from and after June 1, 2010 as a result of such
referrals, which commission shall be due and payable to Maritz on or before the
later of (i) the thirtieth (30th) day following receipt by mktg of
any payment earned as a result of such referral, and (ii) mktg’s determination
of the amount due to Maritz hereunder in respect of such payment (which shall
in no event be later than 30-days following the completion by mktg of its
services under such referral). In addition, during the period from the
Effective Date through May 31, 2010, mktg shall pay Maritz a commission equal
to two and one-half percent (2.5%) of Gross Profits (as defined herein) in
excess of $2,000,000 recognized by mktg in accordance with GAAP during such
period.


          4.          Representations
of Maritz. Maritz represents and warrants to mktg as
follows:


          (a)         Organization;
Authorization. Maritz is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Missouri, and has
full corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and to otherwise consummate the transactions
contemplated hereby. The execution, delivery and performance by Maritz of this
Agreement have been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of Maritz, enforceable
against Maritz in accordance with its terms, subject to bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors’ rights and
equitable principles of general applicability.


5






          (b)         Non-Contravention.
The execution, delivery and performance by Maritz of this Agreement and the
consummation by Maritz of the transactions contemplated hereby do not and will
not contravene or conflict with (i) Maritz’ articles of organization or
operating agreement or (ii) any contract or statement of work listed on Schedules
2(a), 2(b) and 2(c) (collectively, the “Contracts”),
except for any consent to assignment required thereby.


          (c)         Litigation.
There are no actions, suits, arbitrations, proceedings, or claims, pending or,
to Maritz’ knowledge threatened, relating to any Contract or the DTC Promotions
business conducted by Maritz.


          (d)         Contracts.
Each Contract constitutes the valid and legally binding obligation of the
parties thereto enforceable in accordance with its terms. Neither Maritz nor,
to Maritz’ knowledge, any other party thereto is in breach or default under any
Contract, and no event has occurred with respect to Maritz or, to Maritz’
knowledge, with respect to any other party thereto, which would constitute a
material breach or default, or permit the termination of, any such Contract.
Maritz has furnished or made available to mktg a true and correct copy of each
Contract (including any amendments, modifications, supplements and waivers
thereto).


          (e)         Investment
Purposes, etc. Maritz (i) understand that the mktg Shares to be issued
pursuant to this Agreement have not been registered for sale under any federal
or state securities laws and that such shares are being issued to Maritz
pursuant to an exemption from registration provided under Section 4(2) of the
Securities Act of 1933, as amended (“Securities Act”), (ii) is acquiring
such shares for its own account for investment purposes only and without a view
to any distribution thereof, (iii) acknowledges that the representations and
warranties set forth in this section are given with the intention that mktg
rely on them for purposes of claiming such exemption from registration, and
(iv) understands that its must bear the economic risk of the investment in such
shares for an indefinite period of time. Maritz further agrees (i) that such
shares will not be sold or otherwise transferred for value unless (x) a
registration statement covering such shares has become effective under the
Securities Act, or (y) there is presented to mktg an opinion of counsel
satisfactory to mktg that such registration is not required, and (ii) that
there will be endorsed upon any certificate evidencing such shares an
appropriate legend calling attention to the foregoing restrictions on
transferability of such shares (the “Restrictive Legend”). Maritz is an
“accredited investor” within the meaning of Rule 501 of Regulation D under the
Securities Act.


          Maritz
(i) is aware of mktg’s business, affairs and financial condition and has
acquired sufficient information about mktg to reach an informed and
knowledgeable decision to acquire the mktg Shares to be issued to Maritz
pursuant to this Agreement, (ii) has reviewed mktg’s (a) Amendment No. 2 on
Form 10-K/A to Annual Report for the year ended March 31, 2008, (b) Amended Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 2008, (c) Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008, and (d) Quarterly Report on Form 10-Q for the quarter
ended December 31, 2008 (together with the reports referred to in clauses (a)-(c),
the “SEC Filings”), (iii) has discussed mktg’s plans, operations and
financial condition with mktg’s officers, (iv) has received all information as
it has deemed necessary and appropriate to enable it to evaluate the financial
risk inherent in making an investment in the mktg Shares, (v) has sufficient
knowledge and experience in financial and business matters and the marketing
and promotions business so as to be capable of evaluating the merits and risks
of an investment in the mktg Shares, and (vi) is capable of bearing the
economic risks of such investment.


6






          5.          Representations
of mktg. mktg represents
and warrants to Maritz as follows:


          (a)         Organization;
Authorization. mktg is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, and has full
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and to otherwise consummate the transactions
contemplated hereby. The execution, delivery and performance by mktg of this
Agreement have been duly authorized by all requisite corporate action. This
Agreement constitutes a valid and binding obligation of mktg, enforceable
against mktg in accordance with its terms, subject to bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors’ rights and equitable
principles of general applicability.


          (b)         Non-Contravention.
The execution, delivery and performance by mktg of this Agreement and the
consummation by mktg of the transactions contemplated hereby do not and will
not contravene or conflict with its certificate of incorporation or bylaws.


          (c)         SEC
Filings. As of their respective dates, the SEC Filings complied in all
material respects with all of the statutes and published rules and regulations
enforced or promulgated by the SEC and did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
in which they were made, not misleading. The financial statements of mktg
included in such filings have been prepared in conformity with GAAP
consistently applied (except as may be indicated in the notes thereto or, in
the case of unaudited financial statements, as permitted by the rules and
regulations of the SEC) and present fairly, in all material respects, the
financial position of mktg and its subsidiaries at the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal, recurring and certain
non-recurring audit adjustments).


          (d)         mktg
Shares. All mktg Shares to be issued hereunder shall be when issued duly
authorized, validly issued, fully paid and non-assessable.


          6.          Additional Covenants of mktg.


          (a)         Until
the mktg Shares issued hereunder may be sold without restriction under Rule 144
of the Securities Act (“Rule 144”), mktg shall use its commercially
reasonable efforts to:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 make and keep available current public information
 about mktg as those terms are understood and defined in Rule 144;

 


7






	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 file with the SEC in a timely manner all reports and
 other documents required of mktg under the Securities Act and the Securities
 Exchange Act of 1934, as amended (the “Exchange Act”); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 furnish to Maritz upon request (A) a written
 statement by mktg as to its compliance with the reporting requirements of
 Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most
 recent annual report or quarterly report of mktg, and (C) such other reports
 and documents of mktg as Maritz may reasonably request.

 



          (b)         At
any time following the expiration of the applicable holding period proscribed
by Rule 144 with respect to the mktg Shares issued to Maritz pursuant to this
Agreement, mktg shall, upon request from Maritz, cause new share certificates
evidencing such shares to be issued without the Restrictive Legend.


          7.          Additional
Agreements; Miscellaneous.


          (a)         Client
Consents. Promptly following execution of this Agreement, Maritz and mktg
shall cooperate to contact each of the clients receiving services pursuant to
the contracts and statements of work set forth on Schedules 2(a) and 2(b)
to efficiently transfer the performance of such services to mktg.


          (b)         Torrance,
California Offices. For a period of six months following the Effective
Date, Maritz shall provide mktg with the use of its offices located at 20285 S.
Western Ave, Torrance, California 90501 (the “Torrance Building”) at
which Maritz currently engages in the DTC Promotions business, at a cost to
mktg of $10,000 per month. In connection therewith, mktg shall be provided with
the use of 16 workstations and, for up to 90 days, the following equipment
belonging to or leased by Maritz: 16 computers (laptops and studio desktops), 2
printers, 1 data network, 16 telephones and 16 Internet access outlets. mktg
will not be charged any additional amounts for utilities, building cleaning or
security. If, not less than 60 days prior to the termination of the six month
period provided in this Section 7(b), mktg provides written notice to Maritz
that mktg desires to remain in the Torrance Building, mktg and Maritz shall
negotiate in good faith during such remaining 60-day period to agree on terms
and conditions under which mktg will be permitted to remain in the Torrance
Building.


          (c)         Detroit,
Michigan. Following the Effective Date, Maritz shall provide mktg with the
use of its offices located at 1000 Town Center, Suite 1100, Southfield,
Michigan 48075, at cost of $1,000 per month per mktg employee located at such
offices. Such costs includes workstations, but does not include equipment.


          (d)         Torrance,
California Warehouse. For the period from the Effective Date through
December 31, 2010, if requested by mktg in writing (which may be by email),
Maritz shall provide mktg with the use of its warehouse located at 1580
Francisco Street, Torrance, California 90501 (the “Warehouse”) on an as
needed basis to store products for clients, at a cost of $1.18 per square foot
of space used by mktg per month pursuant to such request. Maritz shall be
responsible for providing access to the Warehouse and for maintaining
reasonable insurance on the building. mktg shall be responsible for maintaining
reasonable insurance on the goods stored by mktg (whether for its own account
or on account of clients) and for providing the labor necessary to move goods
in, around and out of the space in the Warehouse used by mktg. In the event
Maritz continues to store goods unrelated to DTC Promotion Services in the
Warehouse, Maritz shall have the right, in its reasonable discretion, to
designate the areas of the Warehouse to be used by mktg in order to separate
the goods.


8






          (e)         Access
to Records. To enable mktg to perform its obligations under the Contracts,
following the Effective Date, Maritz shall, upon mktg’s reasonable request but
subject at all times to compliance by Maritz with any confidentiality
obligations owed by Maritz to any current or former client (i) provide mktg
with access to Maritz’ job management and financial systems, (ii) provide mktg
with access to and use of Maritz’ creative library and video library, and (iii)
provide mktg with copies of case studies, work histories, and past proposals,
in each case, only to the extent reasonably related to the clients being
serviced by mktg under the Contracts, and subject to any consent required from
such clients.


          (f)         Further
Actions. Subject to the terms and conditions of this Agreement, the Parties
agree to use commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable to consummate and make effective the transactions contemplated by
this Agreement.


          (g)         Notices.
Any notice required or permitted to be given hereunder shall be in writing and
shall be (i) personally delivered, (ii) transmitted by postage pre-paid first
class certified United States mail, (iii) transmitted by pre-paid, overnight
delivery, or (iv) transmitted by facsimile transmission (with the confirmation
by certified mail as described below) and shall bear the address or facsimile
number shown in this Section 7(g) or such other address or facsimile number as
may be designated in writing hereafter by such Party:


          If
to mktg:


‘mktg,
inc.’

75
9th Avenue, 3rd Floor

New
York, New York 10010

Attention:
Charles Horsey

Telephone:
(212)
366-3400
Facsimile:
(212) 660-3878


          With
copies to:


Cooley
Godward Kronish LLP

1114
Avenue of the
Americas
New
York, New York
10036
Attn:
Zev M. Bomrind,
Esq.
Telephone:
(212)
479-6113
Facsimile:
(212) 479-6275


9






          If
to Maritz:


Maritz
Holdings Inc.

1375
N. Highway
Drive
Fenton,
Missouri
63099
Attention:
Law
Department
Facsimile:
(636) 827-3708


          With
copies to:


Bryan
Cave LLP

211
N. Broadway, Suite
3600
St.
Louis, Missouri
63102
Attention:
Fredrick W. Bartelsmeyer,
Jr.
Telephone:
314-259-2000
Facsimile:
314-552-8609


          (h)         Assignment.
This Agreement shall not be assigned by any Party without the express prior
written consent of the other, and any attempted assignment without such consent
shall be null and void; provided, however, that mktg may assign
any Contract or delegate any duties to be performed by it thereunder to one or
more of its subsidiaries or in connection with the sale of all or substantially
all of the assets of mktg, or any similar transaction; provided further
that, if mktg does not obtain Maritz’ consent (not to be unreasonably withheld)
to the assignment of this Agreement in connection with the sale of all or
substantially all of the assets of mktg, or any similar transaction, Maritz
shall have the right to terminate this Agreement at any time during the 90 days
following such assignment. This Agreement shall inure to the benefit of and be
binding on the Parties and their respective successors and permitted assigns.


          (i)         No
Third Party Beneficiaries. Nothing herein shall create or establish any
third-party beneficiary hereto nor confer upon any person not a Party to this
Agreement (including, without limitation, any employee of Maritz) any rights or
remedies of any nature or kind.


          (j)         Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to a contract executed and
performed in such State without giving effect to the conflicts of laws
principles thereof.


          (k)         Disputes.
Except for requests for injunctive or other equitable relief, the enforcement
of the award of the arbitrators under this Section 7(k), and as provided in
Section 3(d) with respect to the Earn-Out Statement, all disputes arising in
connection with this Agreement, shall be resolved by binding arbitration
administered by the American Arbitration Association (“AAA”) in
accordance with its Commercial Arbitration Rules. The arbitration shall be
conducted and the award shall be rendered in New York, New York or such other
place as the Parties agree before a panel of three (3) arbitrators. Each
arbitrator shall be a retired judge or a practicing attorney with no less than
fifteen (15) years of experience in arbitration and in commercial law. The
arbitrators shall be required to follow the law of the State of New York and
the provisions of this Agreement. The expenses of arbitration (including fees
and expenses of counsel) shall be borne or apportioned in accordance with the
award of the arbitrators. Judgment upon the award may be entered in any court
of competent jurisdiction. All notices relating to any arbitration hereunder
shall be in writing and shall be effective if given in accordance with the
provisions of Section 7(g).


10






          (l)         Specific
Performance. The Parties agree that due to the unique subject matter of
this Agreement, monetary damages will be insufficient to compensate either
Party in the event of a breach by the other Party of any part of this
Agreement. Accordingly, the Parties agree that each Party shall be entitled
(without prejudice to any other right or remedy to which it may be entitled) to
an appropriate decree of specific performance or an injunction restraining any
violation by the other Party of this Agreement or other equitable remedies to
enforce this Agreement (without establishing the likelihood of irreparable
injury or posting bond or other security), and each Party waives in any action
or proceeding brought to enforce this Agreement the defense that there exists
an adequate remedy at law. The Parties irrevocably agree that any action for
equitable relief brought pursuant to this Section 7(l) shall be brought
exclusively in any court of competent jurisdiction located in either New York,
New York, or St. Louis County, Missouri, and each of the Parties hereby
consents and agrees to such personal jurisdiction, and waives any objection as
to the venue, of such courts for purposes of such action.


          (m)         Entire
Agreement. This Agreement (including the Schedules) sets forth the entire
understanding of the Parties hereto and supersedes all prior agreements whether
written or oral relating to the same subject matter.


          (n)         Severability.
If any provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement shall not be affected and shall remain in full force and effect. If
any provision of this Agreement is so broad as to be unenforceable, that
provision shall be interpreted to be only so broad as is enforceable.


          (o)         Counterparts.
This Agreement may be executed in any number of counterparts (including via
facsimile or other electronic transmission), each of which shall be deemed to
be an original and all of which together shall be deemed to be one and the same
instrument.


          (p)         Announcement.
mktg acknowledges that it is Maritz intent to announce the transactions
contemplated by this Agreement at its sales conference scheduled for May 26 -
28, 2009 and hereby consents to any such announcement on or after the second
day of such conference.


[Remainder of page
intentionally left blank; signature page follows.]


11






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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  ‘mktg,
 inc.’

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Charlie Horsey

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:

 	
 Charlie Horsey

 	
  

 
	
  

 	
  

 	
 Title:

 	
 President

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 MARITZ
 LLC

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 	
  

 










SCHEDULE 2(a)
- Delegated Contracts

SCHEDULE 2(b) - Assigned Contracts

SCHEDULE 2(c) - Contracts to be Assigned or
Subcontracted

SCHEDULE 2(d) - Projects with Advanced Billings

SCHEDULE 2(f) - Maritz Employees


Exhibit A - Burdened Labor Rate Calculation Methodology

Exhibit B - Restricted Intero Alliance, LLC Business


Exhibit B