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Marketing Services Group Announces Standstill Agreement

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COMPANY CONTACT: KCSA CONTACT:


DAVID SASSO LEE ROTH (917) 339-7246 (212) 896-1209 DSASSO@MKTGSERVICES.COM LROTH@KCSA.COM ----------------------- --------------


MARKETING SERVICES GROUP ANNOUNCES STANDSTILL AGREEMENT WITH PREFERRED
STOCKHOLDERS


- COMPANY RETIRES SERIES E OBLIGATION BY $5 MILLION -


NEW YORK, NY, FEBRUARY 21, 2002-- Marketing Services Group, a leading relationship marketing company, today announced that it has entered into Standstill Agreements with its Series "E" Preferred Stockholders (Preferred Stockholders) until July 31, 2002.


Under the terms of the agreements, and subject to the conditions specified therein, each Preferred Stockholder has agreed that it will not acquire, hedge (short), proxy, tender, sell, transfer or take any action with regard to its holdings during the standstill period, which extends until July 31, 2002. The Company's commitments as a result of the agreements include a partial repurchase of the Series E Preferred Shares totaling $5,000,000, thereby reducing the number of Series E Preferred Shares outstanding from 28,500 shares to ap
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