GUARANTY (this "Guaranty") made and entered into as of February 11, 2000 by CoActive Marketing Group,
Inc., (formerly known as Inmark Enterprises, Inc.), a Delaware corporation (the "Guarantor"), in favor of PNC
Bank, National Association, a national banking association, ("Lender").
Pursuant to the Loan Agreement dated as of March 31, 1998, and as amended on December 29, 1998, January
14, 1999, June 29, 1999, November 19, 1999 and the date hereof, by and among Guarantor, U.S. Concepts,
Inc., a Delaware corporation ("USC"), Inmark Services, Inc., a Delaware corporation ("Services"), Optimum
Group, Inc., an Ohio corporation (formerly OG Acquisition Corp.) ("New OGI") and together with Services and
USC, the "Borrower") and Lender (as amended, supplemented or otherwise modified from time to time, the
"Loan Agreement") (Guarantor, USC, Services and New OGI are collectively referred to herein as the "Inmark
Group"), Lender has agreed to waive the non-compliance of Borrower with the December 31, 1999 Minimum
EBITDA requirement under Section 6.1 of the Loan Agreement (the "Waiver") on the terms and subject to the
conditions set forth therein.
The Guarantor owns 100 percent of the issued and outstanding equity securities of USC and 100 percent of the
issued and outstanding securities of Services. Services in turn owns 100 percent of the issued and outstanding
equity securities of New OGI. The Waiver will be of substantial benefit to the Guarantor, as Lender will not
pursue any available remedies in light of the Borrower's default. The Waiver is conditioned upon, among other
things, the execution and delivery by the Guarantor of this Guaranty.
1. Definitions. Unless otherwise defined herein or unless the context otherwise requires, all capitalized words and
terms used herein shall have the respective meanings and be construed herein as such words and terms are
defined or construed in the Loan Agreement.
(a) The Guarantor