COACTIVE MARKETING GROUP INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>ex10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                    ----------------------------------------


         SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of November 14,
2001, by and between COACTIVE MARKETING GROUP, INC., a Delaware corporation
formerly known as Inmark Enterprises, Inc. ("Company"), and JOHN P. BENFIELD, an
individual ("Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Company and Employee are parties to that certain Employment
Agreement, dated September 29, 1995, as amended by a First Amendment to
Employment Agreement dated as of May 2, 1997, pursuant to which Employee serves
as President of Company (the "Agreement"); and

         WHEREAS, Company and Employee desire to extend the term of the
Agreement until September 29, 2004 and to increase Employee's annual base salary
from $250,000 to $275,000 effective as of October 1, 2001, all as set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Company and Employee agree as follows:

         1.       Paragraph 3 of the Agreement is hereby amended and restated to
read in its entirety as follows:

                  3.       Term. This Agreement shall be for a term of nine (9)
         years, commencing on September 29, 1995 and ending on September 28,
         2004, unless sooner terminated as hereinafter provided. Unless either
         party elects to terminate this Agreement at the end of the original or
         any renewal term by giving the other party notice of such election at
         least sixty (60) days before the expiration of the then current term,
         this Agreement shall be deemed to have been renewed for an additional
         term of one (1) year commencing on the day after the expiration of the
         then current term.

         2.       Paragraph 4(a) of the Agreement is hereby amended and restated
to read in its entirety as follows:

                           (a)      For all of the services rendered by Employee
         to Company and its subsidiaries, Employee shall receive a base salary
         at the annual rate of (i) Two Hundred Thousand Dollars ($200,000) for
         the period from September 29, 1995 through October 15, 1996, (ii) Two
         Hundred Twenty Thousand Dollars ($220,000) for the period from October
         16, 1996 through September 30, 1997, (iii) Two Hundred Forty Thousand
         Dollars ($240,000) for the period from October 1, 1997 through March
         31, 1998, (iv) Two Hundred Fifty Thousand Dollars ($250,000) for the
         period from April 1, 1998 through September 30, 2001, and (v) Two
         Hundred Seventy Five Thousand Dollars ($275,000) for the period from
         October 1, 2001 through the expiration or earlier termination of this
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         Agreement. Employee's base salary shall be payable in reasonable
         periodic installments in accordance with Company's regular payroll
         practices in effect from time to time.

         3.       Clauses (i) and (ii) of Paragraph 14(c) of the Agreement are
hereby amended and restated to read in their entirety as follows:

                           (i)      If to Company:

                                    CoActive Marketing Group, Inc.
                                    415 Northern Boulevard
                                    Great Neck, New York 11021
                                    Attention: Chairman

                                    with a copy, given in the manner prescribed
                                    above, to:

                                    Kronish, Lieb, Weiner & Hellman LLP
                                    1114 Avenue of the Americas
                                    New York, New York 10036-7798
                                    Attention: Steven K. Weinberg, Esq.

                           (ii)     If to Employee:

                                    63 Murray Avenue
                                    Port Washington, New York 11050

         4.       Except as specifically provided herein, all terms and
conditions of the Agreement shall remain in full force and effect, and are
hereby ratified and confirmed in all respects by Company and Employee unless
otherwise specifically amended, waived or changed pursuant to the terms and
conditions of the Agreement. Except as specifically provided herein, this Second
Amendment is not a consent to any waiver or modification of any term or
condition of the Agreement.

         5.       In the event of any inconsistency between the terms of this
Second Amendment and the Agreement, this Second Amendment shall govern.

         6.       This Second Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by the
laws of the State of New York, without giving effect to its conflicts of law
principles.

         7.       If any provision of this Second Amendment is determined to be
unenforceable or invalid under applicable law, such unenforceability or
invalidity shall not affect the enforceability or validity of any other
provision of this Second Amendment, and the parties hereto expressly agree that
such unenforceable or invalid provision shall be deemed severed from this Second
Amendment.
<PAGE>

         8.       This Second Amendment may be executed in any number of
counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the date first above written.

                                       COACTIVE MARKETING GROUP, INC.



                                       By /s/ DONALD A. BERNARD
                                          ------------------------------
                                          Name: Donald A. Bernard
                                          Title: Executive Vice President


                                          /s/ JOHN P. BENFIELD
                                          ------------------------------
                                          John P. Benfield

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</DOCUMENT>
