EXHIBIT 10.1


EMPLOYMENT AGREEMENT


                    This
EMPLOYMENT AGREEMENT, dated as of June 30, 2008 by and between COACTIVE
MARKETING GROUP, INC., a Delaware limited liability company with its principal
place of business at 75 Ninth Avenue, New York, New York 10011 (“Employer”)
and CHARLIE HORSEY, an individual residing at 11 Edgewood Rd. Madison, New
Jersey 07940 (“Employee”).


W I T N E S S E T H :


          WHEREAS,
Employer operates a sales promotion and marketing services business; and


          WHEREAS,
Employer desires to employ Employee, and Employee desires to be employed by
Employer, on the terms and conditions set forth below;


          NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements and
covenants hereinafter set forth, the parties hereto agree as follows:


          1.
Employment. Employer hereby employs Employee and Employee hereby accepts
employment by Employer for the period and on the terms and conditions set forth
in this Agreement.


          2.
Position, Employment Duties and Responsibilities. Employee shall be
employed as an Executive Vice President and Division President of Employer,
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.


          3.
Working Facilities. Employee will work out of offices of Employer
located in New York, New York. 


          4.
Compensation and Benefits.


                    4.1
Salary. For all of the services rendered by Employee to Employer,
Employer shall pay to Employee an annual base salary of two hundred sixty six
thousand one hundred six dollars ($266,106), 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.







                    4.2
Bonus. During the term of this Agreement, Employee shall be eligible to
receive an annual incentive award (“Annual Bonus”), targeted at forty percent
(40%) of his base salary, based on Employee’s achievement of annual performance
and other targets (including targets with respect to the performance of
Employer), approved by the Board of Directors under such management bonus plan
and/or policies as may from time to time be in effect. The amount and payment
of any such Annual Bonus shall be determined in accordance with Employer’s
practices for awarding annual incentive awards to senior executives, and
subject to Employer’s performance, may be greater or less than the targeted
amount. 


                    4.3
Employee Benefits. Employee shall be entitled to participate in and be
provided with health insurance, life insurance and other benefit plans and
programs offered to and or made available to Employer’s employees. In addition,
Employee shall be entitled to paid holidays in accordance with Employer’s
regular policy and twenty days of vacation in each calendar year and reasonable
absences for illness. Any vacation time not taken during any calendar year of
employment shall not be carried into any subsequent calendar year, and Employer
shall not be obligated to pay Employee for any vacation time available to but
not used by Employee within the prescribed period.


                    4.4
Travel, Entertainment and Other Business Expenses. During the period of
employment pursuant to this Agreement, Employee will be reimbursed for
reasonable expenses incurred for the benefit of Employer in accordance with the
general policy of Employer. Those reimbursable expenses shall include properly
documented, authorized or otherwise reasonably required, travel, entertainment
and other business expenses incurred by Employee, other than those expenses
related to or in connection with routine commutation to and from Employee’s
home, in accordance with Employer’s general policy. 


                    4.5
Deductions. All references herein to compensation to be paid to Employee
are to the gross amounts thereof which are due hereunder. Employer shall have
the right to deduct therefrom all taxes which may be required to be deducted or
withheld under any provision of the law (including, without limitation, social
security payments, income tax withholding and any other deduction required by
law) now in effect or which may become effective at any time during the term of
this Agreement. 


                    4.6
Restricted Stock. Upon the execution of this Agreement, Employee shall
be awarded 69,767 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.


          5.
Term; Severance. 


                    5.1
Term. This Agreement shall be for a term of three(3) years, commencing on the
date hereof and ending on June 30, 2011, unless sooner terminated as
hereinafter provided. The term of this Agreement shall automatically continue
after the initial three-year term unless and until either party terminates this
Agreement by providing the other party with no less than ninety (90) days prior
written notice of termination effective on or after the third anniversary of
the date hereof. 


2







                    5.2
Severance. In the event (i) Employer terminates Employee’s employment
under this Agreement for any reason other than for “Cause” under Section 7, or
(ii) Employee terminates his employment under this Agreement for Good Reason
(as defined below), Employee shall be entitled to receive aggregate severance
payments (“Severance Payments”), equal to six-months of Employee’s then
monthly base salary under Section 4.1. The Severance Payments shall be paid to
Employee in equal monthly installments, each such installment equal to
Employee’s then monthly base salary under Section 4.1, provided Employee is
then in compliance with his obligations under Section 6 of this Agreement. 


                    5.3
Good Reason.  For the purposes
hereof, “Good Reason” shall mean the occurrence of any of the following
events without Employee’s consent: (i) a reduction in Employee’s base salary to
an amount below that provided for under Section 4.1, (ii) the termination or
material reduction of any material employee benefit or perquisite enjoyed by
the Employee (other than in connection with the termination or reduction of
such benefit or perquisite to all executives of Employer or as may be required
by law), (iii) Employer relocates its offices outside of the greater New York
metropolitan area requiring Employee to relocate his primary residence in order
to perform his duties and responsibilities described herein; (iv) a material
diminution in Employee’s authority, duties or responsibilities, (v) prior to
July 1, 2009, Employee’s reporting obligations shall be to someone other than
Employer’s Chief Executive Officer, or (vi) the failure of Employer to obtain the
assumption in writing of its obligation to perform this Agreement by any
successor to all or substantially all of the assets of Employer within thirty
(30) calendar days after the closing of a merger, consolidation, sale or
similar transaction. Notwithstanding the foregoing, following written notice
from the Employee of any of the events described in (i) through (iii) above,
Employer shall have thirty (30) calendar days in which to cure the alleged
conduct. If Employer fails to cure, the Employee’s termination shall become
effective on the 31st calendar day following such written notice.


          6.
Nondisclosure and Non-Compete.


                    6.1
Definitions. The following words and expressions used in this Agreement
shall have the respective meanings hereby assigned to them as follows:


                         (a)
“Affiliate” shall mean any partnership, firm, corporation, association,
trust, unincorporated organization or other entity, that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, Employer.


                         (b)
“Business Associate” shall mean and refer to any individual,
partnership, corporation, associations or other business enterprise in any form
which has had in the past, have currently, shall have or be attempting to
develop during the Restriction Period a business relationship with Employer or
any of its Affiliates as a customer or supplier.


3







                         (c)
“Customer” shall mean and refer to any past or current customer of
Employer or any of its Affiliates and shall also include those prospective
customers who are actively being marketed by Employer or any of its Affiliates
during the term of this Agreement.


                         (d)
“Competitor” shall mean and refer to any individual, partnership,
corporation, association or other business enterprise in any form, other than
Employer and its Affiliates, which at any time during the Restriction Period,
either directly or indirectly, (i) engages in the business of promotion
marketing as an agent, and sells to Customers in the Restriction Area or (ii)
engages in any other business directly competitive with Employer or any of its
Affiliates and sells to Customers in the Restriction Area.


                         (e)
“Confidential Information” shall mean and refer to all information of
Employer and its Affiliates which is not generally known or available to the
public or a Competitor (whether or not in written or tangible form), the
knowledge of which could benefit a Competitor, including without limitation,
all of the following types of information:


	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  information
  pertaining to, Customers, Personnel and Business Associates;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  research,
  projections, financial information, cost and pricing information, invoices
  and internal accounting statistics;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  product or
  service development plans and marketing strategies;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  purchasing
  methods; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  trade
  secrets, or other knowledge or processes of or developed by Employer or any
  of its Affiliates.

  



                         (f)
“Confidential Materials” shall mean and refer to any and all documents,
materials, programs, recordings or any other tangible media (including, without
limitation, copies or reproductions of any of the foregoing) in which
Confidential Information may be contained.


                         (g)
“Personnel” shall mean and refer to any and all employees, contractors,
agents, brokers, consultants or other individuals rendering services to
Employer or any of its Affiliates for compensation in any form, whether
employed by or independent of Employer or any of its Affiliates.


                         (h)
“Restriction Area” shall mean and refer to the United States.


                         (i)
“Restriction Period” shall mean and refer to the period of time,
commencing on Employee’s date of employment and expiring12
months after, for any reason whatsoever, the employment relationship
between Employee and Employer or any of its Affiliates terminates.


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                    6.2
Covenant Not to Compete.


                         (a)
During the Restriction Period, Employee shall not directly or indirectly, own,
manage, invest or acquire any economic stake or interest in, or otherwise
engage or participate in any manner whatsoever in any Competitor (whether as a
proprietor, partner, shareholder, investor, manager, director, officer,
employee, venturer, representative, agent, broker, independent contractor,
consultant, or other participant). Employee, however, shall not be prohibited
from owning a passive investment of less than two percent (2%) of the
outstanding shares of capital stock or bonds of a corporation, which stock or
bonds are listed on a national securities exchange or are publicly traded in
the over-the-counter market.


                         (b)
The parties recognize the possibility that there might be some limited ways,
which the parties do not now contemplate, through which Employee might be able
to participate in a Competitor, and which pose no risk of harm to the interests
of Employer or its Affiliates. If, prior to beginning any such relationship
with a Competitor, Employee makes a full disclosure to Employer of the nature
of Employee’s proposed participation, Employer agrees to evaluate whether it or
its Affiliates will suffer any risk of harm to it or their respective
interests, and will notify Employee if it has any objection to Employee’s
proposed participation; provided, however, that Employer’s failure to notify
Employee shall not be deemed to be an approval of Employee’s proposed
participation. Employer’s determination in this regard shall be final and not
subject to review. If Employee fails to make the prior disclosure required by
this Section 6.2(b), it shall be conclusively presumed and Employee shall be
deemed to have admitted that his participation in a Competitor during the
Restriction Period will cause harm to the interests of Employer or its
Affiliates.


                    6.3
Covenant Not to Interfere.


                         (a)
During the Restriction Period, Employee shall not, directly or indirectly,
solicit, induce or influence, or attempt to induce or influence, any Customer
to terminate a relationship which has been formed or that Employee knows is
being formed with Employer or any of its Affiliates, or to reduce the extent
of, discourage the development of, or otherwise harm its relationship with
Employer or any of its Affiliates, including, without limitation, to commence
or increase its relationship with any Competitor.


                         (b)
During the Restriction Period, Employee shall not, other than during the term
of this Agreement consistent with his duties and obligations under Section 2
hereof, directly or indirectly, recruit, solicit, induce or influence, any
Personnel known by Employee to be employed by Employer or any of its Affiliates
to discontinue, reduce the extent of, discourage the development of, or
otherwise harm their relationship or commitment to Employer or its Affiliates,
including, without limitation, by employing, seeking to employ or inducing or
influencing a Competitor to employ or seek to employ any Personnel of Employer
or any of its Affiliates, or inducing an employee of Employer or any of its
Affiliates to leave employment by Employer or its Affiliate, as the case may
be. Any general solicitation to the public that is not directed at the Employer
and/or any of its Affiliates shall not constitute a breach of this paragraph,
and the restrictions set forth herein shall not apply to any person (i) who
initiates contact with Employee or Employee’s then current employer in response
to a general solicitation to the public, or (ii) who initiates contact with
Employee or Employee’s then current employer in response to any general search
conducted by a placement firm which does not expressly target such Personnel.


5







                         (c)
During the Restriction Period, Employee shall not, other than during the term
of this Agreement consistent with his duties and obligations under Section 2
hereof, directly or indirectly, solicit, induce or influence, or attempt to
induce or influence, any Business Associate to discontinue, reduce the extent
of, discourage the development of, or otherwise harm its relationship with
Employer or any of its Affiliates, including, without limitation, by inducing a
Business Associate to commence, increase the extent of, develop or otherwise
enhance its relationship with any Competitor, or to refuse to do business with
Employer or any of its Affiliates.


                    6.4
Confidential Information.


                         (a)
Duty to Maintain Confidentiality. Employee shall maintain in strict
confidence and duly safeguard to the best of his ability any and all
Confidential Information. Employee covenants that Employee will become familiar
with and abide by all policies and rules issued by Employer now or in the
future dealing with Confidential Information.


                         (b)
Covenant Not to Disclose, Use or Exploit. Employee shall not, directly
or indirectly, disclose to anyone or use or otherwise exploit for the benefit
of anyone, other than Employer and its Affiliates, any Confidential
Information.


                         (c)
Confidential Materials. All Confidential Materials are and shall remain
the exclusive property of Employer. No Confidential Materials may be copied or
otherwise reproduced, removed from the premises of Employer, or entrusted to
any person or entity (other than the Personnel entitled to such materials by
authorization of Employer) without prior written permission from Employer.
Notwithstanding the foregoing, Employee may copy Confidential Information and
remove such Confidential Information from Employer’s premises to Employee’s
residence, in each case, in the ordinary course of business in the discharge of
Employee’s duties and obligations under this Agreement.


                    6.5
Employer’s Property. Any and all writings, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
during the term of this Agreement, whether during working hours or at any other
time and whether at request or upon the suggestion of Employer or any Affiliate
thereof, which relate to or are useful in connection with any business now or
hereafter carried on or contemplated by Employer or any Affiliate thereof,
including developments or expansions of its present fields of operations, shall
be the sole and exclusive property of Employer. Employee shall make full
disclosure to Employer of all such writings, improvements, processes,
procedures and techniques, and shall do everything necessary or desirable to
vest the absolute title thereto in Employer. Employee shall not be entitled to
any additional or special compensation or reimbursement regarding any and all
such writings, improvements, processes, procedures and techniques.
Notwithstanding anything contained herein to the contrary, nothing herein shall
restrict the Employee in the use of general information, thoughts and processes
acquired by Employee prior to the commencement of his employment with Employer
hereunder during his career in the marketing and promotion field. 


6







          7.
Discharge for Cause. Employer may discharge Employee at any time for
Cause. For purposes of this Agreement, “Cause” shall mean (a) indictment
for criminal conduct constituting a felony offense, (b) alcohol or drug abuse
which impairs Employee’s performance of his duties hereunder in any material
respect, or (c) incompetence, insubordination, willful misconduct, willful
violation of any express direction or any reasonable rule or regulation
established by the Board from time to time, after, in each case under this
clause (c) which is capable of curing, written notice is provided to Employee
and Employee has failed to cure such acts or action after a period of fifteen
(15) days. In the event that Employer wishes to discharge Employee under clause
(c) above, Employer shall notify Employee in writing of Employer’s intention to
discharge Employee and of the time (which shall be at least 48 hours after such
notice) and place when Employee may have a hearing before the Board. Within
five (5) business days following such hearing, the Board shall advise Employee
of its determination and, if Employee is to be terminated, of the date of
Employee’s termination. In the event of any termination pursuant to this
Section 7, Employer shall have no further obligations or liabilities hereunder
after the date of such discharge.


          8.
Consequences Upon Termination.


                    8.1
Payment of Compensation Owed. Upon the termination of Employee’s
employment and this Agreement for any reason whatsoever, Employer shall
promptly pay to Employee all compensation owed to Employee up until the date of
termination.


                    8.2
Return of Property. Upon the termination of Employee’s employment and
this Agreement for any reason whatsoever, Employee shall promptly return to
Employer all Confidential Materials in his possession or within Employee’s
control, all keys, credit cards, business card files and other property
belonging to Employer.


          9.
Remedies.


                    9.1
Equitable Relief. The parties acknowledge that the provisions and
restrictions of Section 6 of this Agreement are reasonable and necessary for
the protection of the legitimate interests of Employer and Employee. The
parties further acknowledge that the provisions and restrictions of Section 6
of this Agreement are unique, and that any breach or threatened breach of any
of these provisions or restrictions by Employee will provide Employer with no
adequate remedy at law, and the result will be irreparable harm to Employer.
Therefore, the parties agree that upon a breach or threatened breach of the
provisions or restrictions of Section 6 of this Agreement by Employee, Employer
shall be entitled, in addition to any other remedies which may be available to
it, to institute and maintain proceedings at law or in equity, to recover
damages, obtain specific performance or a temporary or permanent injunction,
without the necessity of establishing the likelihood of irreparable injury or
proving damages and without being required to post bond or other security.


                    9.2
Modification of Restrictions; Full Restriction Period. If the
Restriction Period, the Restriction Area or the scope of activity restricted in
Article 6 should be adjudged unreasonable in any proceeding, then the
Restriction Period shall be reduced by such number of months, the Restriction
Area shall be reduced by the elimination of such portion thereof or the scope
of the restricted activity shall be modified, or any or all of the foregoing,
so that such restrictions may be enforced in such area and for such time as is
adjudged to be reasonable. If Employee violates any of the restrictions
contained in Article 6, the Restriction Period shall not run in favor of
Employee from the time of commencement of any such violation until such time as
such violation shall be cured by Employee to the reasonable satisfaction of
Employer.


7







                    9.3
Arbitration. Except for the provisions of Sections 9.1 and 9.2 above,
any controversy, dispute, or difference arising out of or relative to this
Agreement or the breach thereof shall be determined by arbitration in New York
City before three arbitrators. The arbitration shall be governed by the Federal
Arbitration Act and administered by the American Arbitration Association under
its Commercial Arbitration Rules, provided that persons eligible to be selected
as arbitrators shall be limited to attorneys-at-law who have practiced law for
at least 15 years as an attorney in New York specializing in either general
commercial litigation or general corporate and commercial matters. A demand for
arbitration under this provision shall be made in writing to the other party
within sixty (60) days of the date the party demanding arbitration knew or
should have known of the event giving rise to the claim, but in no event more
than two (2) years after the event giving rise to the claim, or the claim shall
be forever barred. The parties agree that judgment upon any award rendered may
be entered in any court having jurisdiction thereof as an enforceable judgment
or decree.


          10.
Consideration for Restrictive Covenants. Employee acknowledges that the
execution of this Agreement and compliance with it by Employer shall constitute
fair and adequate consideration for Employee’s compliance with the restrictive
covenants contained in the respective sections of this Agreement.


          11.
Miscellaneous.


                    11.1
Governing Law. This Agreement, its interpretation, performance and
enforcement, and the rights and remedies of the parties hereto, shall be
governed and construed by the laws of the State of New York applicable to
contracts to be performed wholly within New York, without regard to principles
of conflicts of laws and without the aid of any canon, custom or rule of law
requiring construction against the drafter.


                    11.2
Waiver. A waiver by any party of any condition or the breach of any
term, covenant, representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances, shall not be deemed or
construed as a further or continuing waiver of any such condition or the breach
of any other term, covenant, representation, or warranty set forth in this
Agreement.


                    11.3
Additional Restrictions. The restrictions contained in this Agreement
are cumulative with, and not in replacement of, any other restrictions to which
Employee may otherwise be subject.


                    11.4
Entire Agreement. This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, and contemporaneous understandings, inducements or
conditions, express or implied, written or oral, between the parties with
respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof.


8







                    11.5
Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by courier
service, by telecopy or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given
in accordance with this Section 11.5):


	
   

  	
   

  
	
   

  	
  (a) if to
  Employer:

  
	
   

  	
   

  
	
   

  	
  CoActive
  Marketing Group, Inc.

  
	
   

  	
  75 Ninth
  Avenue

  
	
   

  	
  New York,
  New York 10011

  
	
   

  	
  Telecopy:
  (212) 660-3878

  
	
   

  	
  Attention:
  President

  
	
   

  	
   

  
	
   

  	
  (b) if to
  Employee:

  
	
   

  	
   

  
	
   

  	
  Charlie
  Horsey

  
	
   

  	
  11 Edgewood
  Rd. 

  
	
   

  	
  Madison, New
  Jersey 07940

  
	
   

  	
   

  
	
   

  	
  with a copy
  (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Golenbock
  Eiseman Assor Bell & Peskoe LLP

  
	
   

  	
  437 Madison
  Ave., 40th Floor

  
	
   

  	
  New York, NY
  10022

  
	
   

  	
  Attn:
  Lawrence R. Haut, Esq.

  
	
   

  	
  Tel:  (212) 907-7367

  
	
   

  	
  Fax: (212)
  754-0330

  



                    11.6
Headings. The descriptive headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.


                    11.7
Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.


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                    11.8
Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


                    11.9
Amendment or Termination. No agreement shall be effective to change,
modify, waive, release, amend, terminate, discharge or effect an abandonment of
this Agreement, in whole or in part, unless such agreement is in writing,
refers expressly to this Agreement and is signed by the party against whom
enforcement of the change, modification, waiver, release, amendment,
termination, discharge or effectuation of the abandonment is sought. 


                    11.10
Indemnification. 


                         (a)
Employer agrees that if the Employee is made a party, or is threatened to be
made a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (“Proceeding”), by reason of the fact that he
is or was a director, officer or employee of Employer or any of its Affiliates
or is or was serving at the request of Employer as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether or not the basis of such Proceeding is the Employee’s alleged action in
an official capacity while serving as a director, officer, member, employee or
agent, the Employee shall be indemnified and held harmless by Employer to the
fullest extent legally permitted or authorized by Employer’s certificate of
incorporation or bylaws or resolutions of Employer’s Board of Directors or, if
greater, by the laws of the State of Delaware, against all cost, expense,
liability and loss (including, without limitation, attorney’s fees, judgments,
fines, excise taxes or other liabilities or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the Employee in
connection therewith, and such indemnification shall continue as to the
Employee even if he has ceased to be a director, member, employee or agent of Employer
or other entity and shall inure to the benefit of the Employee’s heirs,
executors and administrators.


                         (b)
Neither the failure of Employer (including its board of directors, independent
legal counsel or stockholders) to have made a determination prior to the
commencement of any proceeding concerning payment of amounts claimed by the
Employee under Section 11.10(a) above that indemnification of the Employee is
proper because he has met the applicable standard of conduct, nor a
determination by Employer (including its Board of Directors, independent legal
counsel or stockholders) that the Employee has not met such applicable standard
of conduct, shall create a presumption that the Employee has not met the
applicable standard of conduct.


                         (c)
Employer agrees to continue and maintain directors’ and officers’ liability
insurance policy covering the Employee to the extent Employer provides such
coverage for its other executive officers and directors, as applicable. 


10







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


	
   

  	
   

  	
   

  
	
   

  	
  COACTIVE
  MARKETING GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Charlie Tarzian

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Charlie
  Tarzian, Chief Executive Officer 

  
	
   

  	
   

  
	
   

  	
  /s/ Charlie
  Horsey

  
	
   

  	
  



  
	
   

  	
  Charlie
  Horsey

  



11