AMENDED AND RESTATED PROMISSORY NOTE
As of May 24, 2001
$550,000 Great Neck, New York
FOR VALUE RECEIVED, Paul A. Amershadian, with an address at 39 Winged Foot Drive, Manalapan, New
Jersey 07726 ("Maker") promises to pay to the order of COACTIVE MARKETING GROUP, INC. ("Payee")
at its principal office at 415 Northern Boulevard, Great Neck, New York 11021 or at any of its other offices as
Payee may designate by written notice to Maker, the sum of FIVE HUNDRED FIFTY THOUSAND
DOLLARS ($550,000), together with interest accrued thereon at the rate and on the terms set forth below.
This Note amends and restates and has been delivered to Payee in substitution for (i) that certain Promissory
Note (the "1996 Note") in the principal amount of $200,000, dated January 10, 1996, made by Maker in favor
of Inmark Services, Inc. ("Inmark"), and (ii) that certain Promissory Note in the principal amount of $25,000,
dated April 7, 1997, made by Maker in favor of Inmark (the "1997 Note"). The 1996 Note and the 1997 Note
and all amounts due thereunder have been assigned by Inmark to Lender.
This Note evidences (x) loans by Inmark to Maker evidenced by the 1996 Note and 1997 Note, in the
outstanding principal amounts of $200,000 and $25,000, respectively, (y) an advance to Maker made on
January 12, 2000, in the principal amount of $25,000 and (z) loans made on the date hereof in the principal
amount of $300,000.
Maker acknowledges and agrees with Payee that Maker is also obligated to repay Payee the additional amount
of $119,299.00 in respect of interest that has accrued to the date hereof on the loans and advances made under
clauses (i) and (ii) of the preceding paragraph and not been repaid (the "Prior Accrued Interest").
Payments in respect of the principal amount of this Note and all accrued and unpaid interest on this Note,
including, without limitation, the Prior Accrued Interest (collectively, the "Outstanding Obligations") shall be made
(i) On the first day of each mont