EXHIBIT 10.1

                                [GRAPHIC OMITTED]
                         COACTIVE MARKETING GROUP, INC.


September 28, 2007

Re:  Chief Financial Officer Offer Terms and Conditions

Dear Fred Kaseff:

It is our pleasure to offer you the position of Chief Financial Officer
reporting to Charlie Tarzian, CEO. Please be aware that this agreement is
contingent upon your acceptance of the terms herein and the results and
completion of your background check.

Offer Specifics:
----------------

o        Your semi-monthly salary will be $11,458.33.00, which is equivalent to
         $275,000.00 on an annualized basis.

o        Pay Periods - All full-time regular employees are paid semi-monthly,
         i.e. the 15th of every month and the last day of the month.

o        Start Date: Pursuant to our conversation, you will begin employment
         with CoActive Marketing, Inc. on a mutually agreeable date.

o        Bonus Opportunity: You will be eligible for a target bonus equal to 40%
         of you annual salary.

o        Stock Options: Your initial grant of company stock is 100,000 shares of
         restricted stock of the Company to be vested over 5 years. We will
         accelerate your vesting if you were to lose your job for any reason
         within eighteen months from the close of any transaction that would
         change control of the company.

o        Benefits: You will be eligible to participate in CoActive's 401(k) Plan
         and the Healthcare, Dental & Cafeteria Plans assuming you meet each
         plan's eligibility requirements and waiting periods. You will also be
         eligible for Life Insurance and Accidental Death and Dismemberment
         Insurance, as well as Long Term Disability insurance.

Further Agreed:
---------------

o        Non-Solicitation - Within the one (1) year period immediately following
         the termination of employment, regardless of the reason therefore,
         Employee shall not directly or indirectly solicit, induce, aid, or
         suggest to any of CoActive's employee's or consultants, or other
         persons having substantial contractual relationship with CoActive, to
         leave such employ, cease consulting or terminate such contractual
         relationship with CoActive. Employee acknowledges the preceding
         covenant will not in any way preclude Employee upon termination of this
         Agreement from engaging in a lawful profession, trade, or business of
         any kind or from becoming gainfully employed.
<PAGE>

o        Confidentiality - By accepting this position, you agree to maintain as
         confidential and not to disclose or use for your benefit or the benefit
         of any other person or entity, any information received from CoActive,
         which is confidential or proprietary. Proprietary or confidential
         information shall include information the unauthorized disclosure or
         use of which would reduce the value of such information to CoActive.
         Such information includes, without limitation, CoActive client lists,
         its trade secrets, business plans, any confidential information about
         or provided by any client or prospective or former client, or
         information concerning CoActive business or financial affairs,
         including its books and records, commitments, procedures, plans and
         prospects, products developed by CoActive, securities positions, or
         current or prospective transactions or business of CoActive.

o        Non-Compete - In the event your employment with CoActive shall be
         terminated for any reason, you agree that for a period of two (2) years
         from the date your separation of employment becomes effective, you
         shall not directly or indirectly, solicit business with existent
         clients or from any party whose business you solicited on behalf of
         CoActive, nor shall you take or participate in any action which it is
         reasonable for you to anticipate will adversely affect or impede the
         business of CoActive. The current client list will be provided you
         within the first week of employment. Upon termination, the list will be
         amended to include new clients. Further, should you elect to terminate
         your employment with CoActive, for a period of one (1) year from the
         effective date of your separation, you shall not, directly or
         indirectly, participate in any business competitive to the business of
         CoActive.

o        If CoActive seeks to terminate your employment other than by reason of
         (i) death or (ii) for cause, then CoActive shall provide you notice of
         such termination for six (6) months prior to such final termination.
         You will continue to be required to perform your responsibilities
         during such notice period and all obligations of CoActive with respect
         to you will continue during such notification period. Such notice of
         termination will be provided to you at your residence by certified
         mail. As used herein, cause shall mean but not limited to, fraud,
         embezzlement, intentional misappropriation against CoActive LLC,
         continuously and deliberately neglected, or refused to perform his
         duties under, or engaged in willful misconduct with respect to his
         duties under this letter.

You will need to provide evidence you have the legal right to work in the United
States within three (3) days of your starting date. This proof may be a valid
U.S. Passport, Certified Birth Certificate, original Social Security card and/or
a State Issued Driver's License or State Issued Identification card. There are
other documents, which may be used to provide evidence of the right to work in
the United States. Human Resources will be able to provide you with the other
usable documents if necessary.

Please be advised that this letter does not constitute an expressed or implied
contract of employment. By accepting this position, your status will be that of
an employee at "will".

Please feel free to contact me at any time should you have questions.

We are looking forward to working with you and think that you will be a great
asset to the team. I look forward to speaking with you soon.


Sincerely,


/s/ DINA POWERS
-----------------------------
Dina Powers
Human Resources Director

Mls


AGREED AND ACCEPTED:


/s/ FRED KASEFF
-----------------------------
Fred Kaseff

October 2, 2007
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