Exhibit 1
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AMENDMENT No. 2 TO THIRD AMENDMENT
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Amendment No. 2 to Third Amendment (this "Amendment"), dated
August 1, 2001, between Marketing Services Group, Inc., a Nevada corporation
(the "Company"), and General Electric Capital Corporation ("GE Capital"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Company and GE Capital are parties to a Third
Amendment, dated May 15, 2001, as amended by an Amendment to Third Amendment,
dated July 12, 2001 (as so amended, the "Third Amendment"), to a warrant, as
amended, dated December 24, 1997, held by GE Capital, to purchase shares of
common stock, par value $.01 per share, of the Company; and
WHEREAS, the Company and GE Capital desire to amend the terms
of the Third Amendment as set forth herein;
NOW, THEREFORE, in consideration of the premises hereinafter
contained, it is agreed as follows:
1. Amendment. Section 4 of the Third Amendment is hereby
amended by deleting the date "August 7, 2001" and substituting "August 15, 2001"
therefor.
2. Full Force and Effect. Except as specifically amended
hereby, all of the terms and provisions of the Third Amendment shall remain in
full force and effect.
3. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall be deemed to be one and the same instrument.
4. Effective Date. This Amendment shall become effective on
the date hereof.
IN WITNESS WHEREOF, the Company and GE Capital have executed
this Amendment as of the day and year first above written.
MARKETING SERVICES GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chairman and CEO
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Dept. Operations Manager
