EXHIBIT
10.2


AMENDMENT
TO EMPLOYMENT AGREEMENT


          AMENDMENT TO EMPLOYMENT AGREEMENT (this
“Amendment”), made as of
December 22, 2008, between ‘mktg, inc.’, a Delaware corporation formerly known
as CoActive Marketing Group, Inc. (“Employer”) and Charlie Horsey (the “Employee”).


RECITALS


               WHEREAS,
Employer and Employee are parties to an Employment Agreement, dated as of June
30, 2008 (the “Employment Agreement”), pursuant to which Employee is employed
as an Executive Vice President of Employer; and


               WHEREAS,
Employee and Employer desire to amend certain provisions of the Employment
Agreement in connection with Employee’s promotion to Chief Operating Officer of
Employer, as set forth herein.


          NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS:


          1.
Position. To reflect Employee’s promotion, Sections 2 and 4.1 of the
Employment Agreement are amended in their entirety to read as follows:


	
 

	
 


	
 

	
          “2.
  Position, Employment Duties and Responsibilities. Employee
  shall be employed as Employer’s Chief Operating Officer, subject to such
  reasonable duties and responsibilities granted, and restrictions imposed, by
  Employer’s Chief Executive Officer, and subject to Employer’s company
  policies and procedures. Throughout the term of this Agreement, Employee
  shall devote his entire working time, energy and skill and best efforts to
  the performance of his duties hereunder in a manner which will faithfully and
  diligently further the business and interests of Employer. Employee’s direct
  reporting responsibility is to Employer’s President and Chief Executive
  Officer or as otherwise directed by the Board.”


	
 

	
 


	
 

	
          “4.1
  Salary. For all of the services rendered by Employee to Employer,
  Employer shall pay to Employee an annual base salary of (i) two hundred sixty
  six thousand one hundred six dollars ($266,106) for the period of June 30,
  2008 through November 30, 2008, and (ii) three hundred thirty thousand
  dollars ($330,000) thereafter, payable in reasonable periodic installments in
  accordance with Employer’s regular payroll practices in effect from time to
  time. Employee’s salary may be increased (but not decreased) from time to
  time as the Board of Directors of Employer (the “Board”), may
  determine in its sole discretion, based on an annual review of Employee’s
  performance. In addition, in the event Employee’s premium cost for health
  insurance provided under Section 4.3 below is increased prior to January 1,
  2009, Employee’s base salary shall be increased by the amount of such
  increase.










          2.
Restricted Stock. Upon the execution of this Amendment, Employee shall
be awarded 100,000 shares of Employer’s common stock, par value $.001 per share
pursuant to a Restricted Stock Agreement in the form attached hereto as Exhibit
A.


          3.
Governing Law. This Amendment shall be governed in all respects by the
laws of the State of New York without reference to its choice of law rules. 


          4.
Entire Agreement; Amendment. This Amendment, together with the
Employment Agreement and the Restricted Stock Agreement, constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof. Neither this Amendment nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the party to be charged. Except as specifically provided in this
Amendment, the Employment Agreement shall remain in full force and effect and
shall be binding on the parties hereto.


          5.
Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.


          6.
Severability. The holding of any provision of this Amendment to be
invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Amendment, which shall remain in full force and
effect.


[Signature Page
Follows]


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          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.


	
 

	
 

	
 


	
 

	
‘mktg, inc.’


	
 

	
 

	
 


	
 

	
By:

	
/s/ Fred Kaseff


	
 

	
 

	



	
 

	
   

  	
Fred Kaseff, Chief Financial Officer


	
 

	
 

	
 


	
 

	
/s/ Charlie Horsey


	
 

	



	
 

	
Charlie Horsey





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EXHIBIT
A


RESTRICTED
STOCK AGREEMENT


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