Item 2.01. Termination of a Material Definitive Agreement

On October 24, 2008, US Concepts LLC, a wholly-owned subsidiary of 'mktg, inc.' notified its landlord that it was exercising its contractual option to terminate the lease of its offices located at 75 Ninth Avenue, New York, New York, effective as October 25, 2009. In connection therewith, as required by the lease, the Company paid the landlord a cancellation fee in the amount of $342,182.

The terms of the lease provided for an upwards adjustment in the lease payments thereunder, effective November 1, 2009, to a rate equal to 90% of the then current market rate. Following managements' discussions with the landlord and the Company's advisors, management concluded that a relocation of its current New York City offices to another comparable New York City location would be more economical for the Company in the long-term as compared to paying the increased rental rate at its current location, although there can be no assurance in that regard.

The Company has already begun the process of identifying suitable offices for the relocation of its New York City headquarters and believes that it will be able to conclude such relocation by the October 25, 2009 termination date of its current lease.

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