MARKETING SERVICES GROUP INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>


                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT  (this  "Agreement") is being made as of the 7th day of July
2000  between  MARKETING   SERVICES  GROUP,  INC.,  a  Nevada  corporation  (the
"Company"),  having its principal  offices at 333 Seventh Avenue,  New York, New
York 10001, and STEPHEN J. KILLEEN  ("Employee"),  an individual  residing at: 6
Kennedy Lane, Southborough, Massachusetts 01772.

                              W I T N E S S E T H :

     WHEREAS,  the Board of Directors of the Company (the  "Board")  desires the
Company to employ the Employee as the President of the Company, to have Employee
continue to serve as a director of Company  and, if  requested  by the  Company,
Chairman of the Board of Directors of Wired Empire, Inc., the Company's majority
owned subsidiary ("Wired") and to compensate him therefor; and

     WHEREAS, the Employee desires to serve in the above referenced capacity, on
the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual  premises and agreements
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

     1. Nature of  Employment;  Term of  Employment.  The Company hereby employs
Employee and Employee  agrees to serve the Company upon the terms and conditions
contained herein, for a term, subject to the provisions of Section 7, commencing
as of the date hereof and continuing  until June 30, 2003 (the "Initial  Term").
This Agreement  shall be  automatically  renewed for an additional term of three
(3) years,  unless  either  party hereto  shall  provide  ninety (90) days prior
written  notice to the other  party  hereto,  of their  intent not to renew this
Agreement.  Notwithstanding  the  Initial  Term or any  extension  thereof,  the
Company  reserves the right to terminate the Employee  without cause pursuant to
section 7(d).

     2. Duties and Powers as Employee.  (a) During the Term,  the Employee shall
serve as the  President of the Company  and, if  requested  by the  Company,  as
Chairman the Board of Directors of Wired and as managing  partner of any Venture
Fund  established  by the Company.  During the Term the Company  shall cause the
Employee to serve as a member of the Board.  The Employee,  as President of MSGi
shall  have  the  authority,  functions,  duties,  powers  and  responsibilities
normally  associated  with  such  position  and as  from  time  to  time  may be
prescribed by the Board. The Employee agrees,  without additional  compensation,
to serve during the  Employment  Term in such  additional  offices of comparable
stature and  responsibility  to which he may be elected from time to time in the
Company's  Subsidiaries  (as  defined  in  Section  9  below)  and to serve as a
director  and as a  member  of any  committee  of the  Board  and/or  any of the
Company's Subsidiaries. The Employee shall be indemnified by the Company for his
lawful acts serving in any such capacity at the direction of the Company, to the
maximum extent permitted by applicable law.

     (b) During the  Employment  Term and subject to the  provisions  of Section
2(d),  (i) the Employee's  services shall be rendered on a full-time,  exclusive
basis,  (ii) he will apply on a full-time  basis all of his skill and experience
to the  performance of his duties in such  employment,  and shall report only to
the Chairman of the Board and Chief Executive  Officer of the Company,  (iii) he
shall have no other  employment or outside  business  activities and (iv) unless
the  Employee  otherwise  consents,  the  location  for the  performance  of his
services shall be as agreed upon between Employee and the Chairman of the Board,
(the Employee will be located in the  Boston-area 3 days per week and 2 days per
week in New York City) subject to such  reasonable  travel as the performance of
his duties in the business of the Company may require.

     (c) Employee agrees that the Company may obtain a life insurance  policy on
the life of Employee naming the Company as the beneficiary  thereof. The Company
will also  purchase a life  insurance  policy for Employee  equal to 2X the Base
Salary  whereby  the  designee  of the  Employee  will  serve  as  owner  and/or
beneficiary.

     (d) During the  Employment  Term,  the  Employee  shall  not,  directly  or
indirectly,  without the prior written consent of the Board, render any services
to any Person (as  defined in Section 9 below),  other than the  Company and its
Subsidiaries  and other  Persons in which the Company may have an  interest,  or
acquire any interest of any type in any such other Person that is in competition
with the Company or any of its  Subsidiaries  or in conflict with his full-time,
exclusive  position  as a senior  executive  officer of the  Company;  provided,
however the Employee may continue to serve as a consultant to AltaVista  Company
pursuant to an Independent  Contractor Services  Agreement,  a copy of which has
been  provided to the Company,  such  activities  for  AltaVista  Company do not
interfere in any material respect with the proper  performance of his duties and
responsibilities as previously  described and further,  that the foregoing shall
not be  deemed  to  prohibit  the  Employee  from (i)  acquiring,  solely  as an
investment, securities of any person which are registered under Section 12(b) or
12(g) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
and which are publicly  traded,  so long as he is not part of any group required
to make any filing  under  Section  13(d) of the Exchange Act in respect of such
person and such  securities  do not  constitute  two (2%) percent or more of any
class of outstanding  securities of such person,  (ii)  acquiring,  solely as an
investment,  any  securities  of any  person  (other  than  a  person  that  has
outstanding  securities  covered  by the  preceding  clause  (i))  so long as he
remains  a passive  investor  in such  person  and does not  become  part of any
control group thereof and so long as such person is not, directly or indirectly,
in competition with the Company or any of its Subsidiaries,  or (iii)(A) serving
on the boards of directors of a reasonable number of other corporations (none of
which are in competition with the Company or its Subsidiaries) and on the boards
of a reasonable number of trade associations and/or charitable organizations or,
with the prior  written  consent of the Board,  which shall not be  unreasonably
withheld  to  provide  consulting  services  for  any  such  corporation,  trade
association   and/or  charitable   organization,   (B)  engaging  in  charitable
activities and community  affairs and (C) managing his personal  investments and
affairs; provided that the activities referred to in this clause (iii) do not in
the aggregate  interfere in any material respect with the proper  performance of
his duties and  responsibilities  as previously  described.  For purposes of the
foregoing, a person shall be deemed to be in competition with the Company or any
of its  Subsidiaries  if it (or its  Subsidiaries  or Affiliates  (as defined in
Section 9 below)) is then engaged in any line of business that is  substantially
the same as any line of business in which the Company or any of its Subsidiaries
is engaged.

     3. Compensation.  (a) As base compensation for his services hereunder,  the
Company shall pay Employee a base salary (the "Base Salary"),  payable in weekly
installments, at the annual rate of Four Hundred Thousand ($400,000) Dollars for
the first full year of the Employment Term and an amount, not less than the Base
Salary,  for each other full year of the Employment  Term. The Base Salary shall
be subject to withholding  taxes and any other taxes or similar  deductions,  as
provided in section 14.

     (b) In addition to the Base Salary,  during the Term it is anticipated that
Employee will be granted  options which shall be to the maximum extent  possible
qualify as incentive  stock options for tax purposes for his services  hereunder
options  under  the  Company's   1991  Stock  Option  Plan  (the  "Plan").   The
Compensation   Committee   of  the  Board  of  Directors  of  the  Company  (the
"Compensation  Committee")  has  initially  approved  the issuance of options to
purchase four hundred thousand  (400,000)  shares of the common stock,  $.01 par
value per share, of the Company, at a per share price of the closing share price
of the Company as of the date of this Agreement.  In addition, the Company shall
cause  Wired to issue to  Employee  options to  purchase  two  hundred  thousand
(200,000)  shares  of  common  stock,  $.01 par  value  per share of Wired at an
exercise  price of $6.25 per share.  All such options shall vest as to one third
of such  underlying  shares  on the  first  three  anniversaries  of the date of
issuance.  Employee  acknowledges that such options  constitute  Employee's only
options in the Company as of the date  hereof and that such  options are in part
consideration  of  the  restrictive  covenant  provided  in  Section  6 of  this
Agreement.

     (c)  During  the  Employment  Term,  the  Employee  shall  be  entitled  to
participate in all employee  pension and welfare benefit plans and programs made
available to the Company's senior level  executives or its employees  generally,
as such plans or programs may be in effect from time to time,  including without
limitation,  pension,  savings,  401(k) and other  retirement plans or programs,
medical, dental,  hospitalization,  short-term and long-term disability and life
insurance  plans,  and any other employee  benefit plans or programs that may be
sponsored by the Company from time to time, whether funded or unfunded.

     (d)  Employee  shall be eligible to receive  bonuses,  equal to up to fifty
percent (50%) of the Base Salary, for each year of the Employment Term if and as
determined  by the Board of Directors of the  Company,  at its sole  discretion,
subject to the  approval of the  Compensation  Committee  of the  Company.  Such
bonuses,  if any,  shall be based  upon the  Company  meeting  certain  goals as
established  by the  Compensation  Committee,  as customized  to the  Employee's
performance  hereunder,  but  shall,  at  all  times,  be  awarded  only  in the
discretion of the Company.

     (e) The Company  anticipates  that it will form one or more  venture  funds
(the "Funds"). The management entity of the fund will have a carried interest of
20-30% of profit after an agreed to return.  The  Employee  will receive no less
than fifteen (15%) percent of such carried interest. The carried interest to the
Employee will vest as to each  investment made in the fund 50% on the day of the
closing of the investment  (with a follow on investment in a company  treated as
made as of the date of the original  investment) ; 25% one year after such date;
and, 25% two years after such date. The Company  acknowledges  that from time to
time employee may participate  (using his own funds) in investments  made by the
Company or the Fund. The Company shall permit such "co-investment",  provided it
is disclosed to the Company and provided that it does not materially  impact the
amount of participation by the Company or the Fund, as the case may be.

     4. Expenses;  Vacations.  Employee shall be entitled to  reimbursement  for
reasonable travel and other  out-of-pocket  expenses  reasonably incurred in the
performance  of his duties  hereunder,  upon  submission and approval of written
statements  and bills in  accordance  with the then  regular  procedures  of the
Company.  Employee  shall be entitled to twenty (20) days paid  vacation time in
accordance with the then regular procedures of the Company governing  executives
as  determined  from  time to time  by the  Company's  Board  of  Directors  and
communicated,  in  writing,  to  Employee.  Up to a maximum  of five (5) days of
unused  vacation  from any one year of the  Employment  Term may be carried over
into the subsequent year; provided, however, that Employee may not use more than
twenty-five  (25)  vacation  days  in any  single  year.  In  consideration  for
Employee's right to carry over unused vacation, Employee hereby waives his right
to be paid for any unused vacation time.

     5.  Representations  and  Warranties of Employee.  Employee  represents and
warrants to the Company that as of the date of this  Agreement:  (a) Employee is
under no contractual or other  restriction or obligation  which is  inconsistent
with the execution of this Agreement,  the performance of his duties  hereunder,
or the other rights of the Company hereunder, it being acknowledged that Company
is fully aware of Employee's Consulting  arrangement with AltaVista Company; (b)
Employee's  execution  of this  Agreement  does not  require  the consent of any
person; (c) Employee is under no physical or mental disability that would hinder
his  performance  of  duties  under  this  Agreement;  and  (d)  this  Agreement
constitutes the valid and binding obligation of the Employee enforceable against
the Employee in accordance with its terms.

     6. Restrictive Covenants. During the two (2) years following the end of the
Employee's employment by the Company (the "Covenant Period"):

     (a)  Except  as  provided  with  respect  to  Employee's  arrangement  with
AltaVista Company, the Employee agrees that he will not, directly or indirectly,
as a partner, officer, employee, director, stockholder,  proprietor, consultant,
representative,  agent or otherwise  become, be interested in, associate with or
render assistance to any Person: (i) engaged in the ownership,  operation and/or
management of any direct marketing and/or Internet marketing  business;  or (ii)
engaged in such other line of business  within a 250 mile radius of any location
at which the Company is then engaged therein if during the last full fiscal year
of the  Company  preceding  the  date  of  the  termination  of  the  Employee's
employment,  such  other  line of  business  accounted  for at  least  5% of the
Company's revenue during such year. The foregoing provisions shall not, however,
prohibit the ownership by any Employee of securities in accordance  with Section
2(d).

     (b) (i) The  Employee  agrees  that he will not,  directly  or  indirectly,
during the Covenant Period,  for his own benefit or for the benefit of any other
Person,  knowingly  solicit the professional  services of any Person employed by
the Company,  any Subsidiary or any Affiliate thereof or any Person who had been
employed  within six (6) months prior thereto,  or otherwise  interfere with the
relationship  between the Company,  any Subsidiary or any Affiliate  thereof and
any of such Persons.

     (ii) If this  Agreement  is  terminated  pursuant  to  Section  7(a),  then
Employee, for a period of two (2) years from the date of termination, shall not,
directly or  indirectly,  solicit or encourage  any Person who was a customer of
the Company one (1) year prior to the date of termination, any Subsidiary or any
Affiliate  thereof  during  the  three  (3)  years  prior  to the  date  of such
termination  to cease doing business with the Company or to do business with any
other  Person  that is engaged in the same or  similar  business  to that of the
Company.

     (iii) If this Agreement shall be terminated  other than pursuant to Section
7(a), then Employee,  for a period of one (1) year from the date of termination,
shall not,  directly or  indirectly,  solicit or encourage  any Person who was a
customer of the Company,  any  Subsidiary  or any Affiliate  thereof  during the
three (3) years prior to the date of such  termination  to cease doing  business
with the Company or to do business  with any other Person that is engaged in the
same or similar business to that of the Company.

     (c) The Employee  recognizes and acknowledges  that, in connection with his
employment  with the Company,  he will have access to valuable trade secrets and
confidential  information  of the Company and its  Subsidiaries  and  Affiliates
including, but not limited to, customer and supplier lists, business methods and
processes,  marketing,  promotional,  pricing and financial information and data
relating to employees and agents (collectively,  "Confidential Information") and
that such Confidential  Information is being made available to the Employee only
in connection  with the  furtherance  of his  employment  with the Company.  The
Employee agrees that during the Employment Term and thereafter,  he will not use
or disclose  any of such  Confidential  Information  to any Person,  except that
disclosure of Confidential Information by the Employee will be permitted: (i) to
the Company, its Subsidiaries and Affiliates and their respective advisors; (ii)
if such  Confidential  Information has previously become available to the public
through no fault of the Employee; (iii) if required by any court or governmental
agency or body or is otherwise  required by law; or (iv) if expressly  consented
to by the  Company  (v)  if  Employee  knew  of  information  prior  to  company
disclosure; (vi) if information is later disclosed by non-company source(s).

     (d) The  parties  agree that a  violation  of any  provision  of any of the
foregoing agreements not to compete or disclose,  or any provision thereof, will
cause  irreparable  damage to the  Company,  and the  Company  shall be entitled
(without any  requirement of posting a bond or other  security),  in addition to
any other  rights and  remedies  which it may have,  at law or in equity,  to an
injunction enjoining and restraining the Employee from doing or continuing to do
any such act or any other violations or threatened violations of this Section 6.

     (e) Any interest in patents, patent applications,  inventions,  copyrights,
developments,  and processes ("Such Inventions") which Employee hereafter during
any period he is employed by the Company  may,  directly or  indirectly,  own or
develop  relating to the fields in which the  Company may then be engaged  shall
belong to the Company;  and,  forthwith  upon  request of the Company,  Employee
hereby agrees that he shall execute all such assignments and other documents and
take all such other  action as the  Company may  reasonably  request in order to
vest  in the  Company  all of his  right,  title,  and  interest  in and to Such
Inventions, free and clear of all liens, charges, and encumbrances.

     (f) The Employee acknowledges and agrees that the restrictive covenants set
forth in this Section 6 (the  "Restrictive  Covenants") are reasonable and valid
in  geographical  and  temporal  scope and in all other  respects.  If any court
determines  that  any of the  Restrictive  Covenants,  or any part  thereof,  is
invalid or unenforceable,  the remainder of the Restrictive  Covenants shall not
thereby be affected and shall be given full force and effect,  without regard to
the invalid or unenforceable parts.

     (g) If any court determines that any of the Restrictive  Covenants,  or any
part thereof,  is invalid or unenforceable for any reason, such court shall have
the power to modify such Restrictive  Covenant, or any part thereof, and, in its
modified form, such Restrictive Covenant shall then be valid and enforceable.

     7. Termination.  (a)  Notwithstanding  anything herein contained,  if on or
after the date hereof and prior to the end of the Employment  Term,  Employee is
terminated For Cause (as defined  below),  then the Company shall have the right
to give notice of termination of Employee's  services  hereunder as of a date to
be  specified  in such  notice  (which may not be less than  fourteen  (14) days
following the mailing of such notice), and this Agreement shall terminate on the
date so  specified.  Termination  "For Cause" shall mean  Employee  shall (i) be
convicted of a felony crime which has  material  detriment to the Company,  (ii)
commit any act,  or omit to take any  action,  in bad faith and to the  material
detriment of the Company, (iii) commit an act of moral turpitude to the material
detriment of the Company,  (iv) commit an act of fraud against the Company,  (v)
refuse to  implement,  or adhere to,  reasonable  policies or  directives of the
Board,  or  (vi)  materially  breach  any  term  of  this  Agreement  (including
Employee's  voluntary  resignation or termination of this Agreement prior to the
end of the Employment Term) to the material detriment to the Company and fail to
correct such breach within ten (10) business days after written notice  thereof;
provided,  that in the case of a termination  pursuant to (ii), (iii), (iv), (v)
or (vi), such  determination  must be made by the Board after a meeting at which
Employee was given an  opportunity  to explain such  actions.  In the event this
Agreement is terminated  For Cause,  then Employee  shall be entitled to receive
only  his  salary  at the  rate  provided  in  Section  3 to the  date on  which
termination shall take effect plus any compensation  which is accrued but unpaid
on the date of termination.

     (b)  In  the  event  that   Employee   shall  be   physically  or  mentally
incapacitated  or disabled or otherwise  unable  fully to  discharge  his duties
hereunder, with or without reasonable accommodation,  for a period of sixty (60)
consecutive days during the Employment Term, then this Agreement shall terminate
upon  notice in writing to  Employee,  and no further  compensation  (other than
accrued but unpaid  salary or bonus  through the date of  termination)  shall be
payable to Employee,  except as may otherwise be provided  under any  disability
insurance policy or similar  instrument,  but all outstanding options shall vest
and become fully exercisable

     (c) In the event that Employee shall die during the Employment  Term,  then
this Agreement shall terminate on the date of Employee's  death,  and no further
compensation  (other than accrued but unpaid salary or bonus through the date of
death) shall be payable to Employee,  except as may otherwise be provided  under
any insurance  policy or similar  instrument but all  outstanding  options shall
vest and become fully exercisable.

     (d) In the  event  that  this  Agreement  is  terminated  Without  Cause by
Company,  Employee  shall receive  severance pay consisting of a single lump sum
distribution  (with no present  value  adjustment)  equal to 2.99 times the Base
Salary  paid  during the  preceding  12  months,  in an amount not less than the
Employee's Base Salary,  and all outstanding  stock options shall fully vest and
become immediately exercisable. In connection with any termination Without Cause
hereunder,  the Employee and the Company shall execute mutual releases in a form
reasonable satisfactory to both parties

     (e) In the  event  that  this  Agreement  is  terminated  Without  Cause by
Employee, no further compensation (other than accrued but unpaid salary or bonus
through the date of death) shall be payable to Employee, except as may otherwise
be provided under any insurance policy or similar instrument.

     (f) Notwithstanding  anything herein to the contrary, the Company shall pay
no severance by reason of the  expiration  of the Initial  Term,  or any renewal
thereof.

     8. Mergers, Etc. In the event of a future disposition of the properties and
business of the Company, substantially as an entirety, by merger, consolidation,
sale of assets,  sale of stock,  or  otherwise,  then the  Company  may elect to
assign this  Agreement  and all of its rights and  obligations  hereunder to the
acquiring or surviving  corporation.  Employee shall have the right to terminate
this  Agreement  by written  notice given within three (3) months of the date of
such acquisition.  Upon such  termination,  Employee shall receive severance pay
consisting of a single lump sum distribution  (with no present value adjustment)
equal to 2.99 times the compensation paid during the preceding 12 months (or, in
the case such termination occurs prior to the employee's completion of 12 months
of service,  the  distribution  shall equal 2.99 times the sum of the employee's
annual base salary plus the first year's bonus as outlined in section 3(d)), and
all  outstanding   stock  options  shall  fully  vest  and  become   immediately
exercisable.

     9. Certain Definitions.  As used herein, the following terms shall have the
following meanings:

     "Affiliate"  of a person  shall  mean any other  person  that  directly  or
indirectly  controls,  is  controlled  by, or is under  common  control with the
person specified. For the purposes of this Agreement,  "control," when used with
respect  to any  person,  shall  mean the power to  direct  the  management  and
policies  of such  person,  whether  through the  ownership  of  securities,  by
contract or otherwise.

     "Person"  shall  mean  any  individual,  corporation,   partnership,  joint
venture,  association,  joint-stock company, trust, unincorporated organization,
government or any other entity.

     "Subsidiary"  shall  mean,  in  respect  of any  person,  any  corporation,
association, partnership or other business entity of which more than fifty (50%)
percent of the total voting power of shares of capital stock or other  interests
(including  partnership interests) entitled (without regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or controlled,  directly or indirectly, by (i) such
person,  (ii) such person and one or more  Subsidiaries  or  Affiliates  of such
person or (iii) one or more Subsidiaries or Affiliates of such person.

     10. Survival. The covenants,  agreements,  representations,  and warranties
contained  in or  made  pursuant  to this  Agreement  (unless  otherwise  stated
therein) shall survive the  termination of this  Agreement,  irrespective of any
investigation made by or on behalf of any party.

     11. Modification. This Agreement sets forth the entire understanding of the
parties  with  respect to the subject  matter  hereof,  supersedes  all existing
agreements  between them concerning such subject matter  (including  discussions
with respect to  Employee's  potential  retention as a  consultant),  and may be
modified only by a written instrument duly executed by each party.

     12. Notices. Any notice or other communication  required or permitted to be
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return receipt  requested,  or delivered against receipt to the party to whom it
is to be given,  at the address of such party set forth in the  preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance  with the  provisions of this Section 13). In the case of a notice
to the Company,  a copy of such notice (which copy shall not constitute  notice)
shall be delivered to Camhy  Karlinsky & Stein LLP, 1740  Broadway,  16th Floor,
New York, New York 10019, Attention: Alan I. Annex, Esq. Notice to the estate of
Employee  shall be  sufficient  if  addressed  to  Employee  as provided in this
Section 13. Any notice or other  communication  given by certified mail shall be
deemed given at the time of certification thereof,  except for a notice changing
a party's  address,  which  notice  shall be deemed given at the time of receipt
thereof.

     13. Waiver. Any waiver by either party of a breach of any provision of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of such  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing and
signed by the party against whose waiver is asserted.

     14.  Withholding.  All  payments  required to be made by the Company to the
Employee under this  Agreement  shall be subject to  withholding  taxes,  Social
Security and other payroll  deductions in accordance with the Company's policies
applicable  to  senior  executives  of the  Company  and the  provisions  of any
applicable employee benefit plan or program of the Company.

     15.  Binding  Effect.  Employee's  rights and benefits under this Agreement
shall not be transferable  by assignment or otherwise,  such rights shall not be
subject to encumbrance or the claims of Employee's creditors, and any attempt to
do any of the foregoing shall be void. The provisions of this Agreement shall be
binding  upon and inure to the  benefit of Employee  and his heirs and  personal
representatives,  and  shall be  binding  upon and inure to the  benefit  of the
Company and its successors and those who are its assigns under Section 8.

     16. Headings. The headings in this Agreement are solely for the convenience
of reference and shall be given no effect in the construction or  interpretation
of this Agreement.

     17.  Counterparts;  Governing  Law.  This  Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which  together  shall  constitute  one and the  same  instrument.  It  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York, without given effect to the rules governing the conflicts of laws. Each of
the parties hereto hereby irrevocably  submits to the exclusive  jurisdiction of
the  courts  of the State of New York,  County of New York,  and of any  federal
court located in the State of New York,  County of New York, in connection  with
any action or  proceeding  arising out of or  relating  to, or a breach of, this
Agreement.  Each  of the  parties  hereto  agrees  that  such  court  may  award
reasonable legal fees and expenses to the prevailing party.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.

     MARKETING SERVICES GROUP, INC.

   /s/ Jeremy Barbera
   ------------------
   Jeremy Barbera, Chairman and CEO

   /s/ Stephen Killeen
   -------------------
   Stephen Killeen, President

</TEXT>
</DOCUMENT>
