Exhibit 2.2

                     AMENDMENT NO. 1 TO THE MERGER AGREEMENT

         This AMENDMENT NO. 1 TO THE MERGER AGREEMENT,  dated as of September 5,
2000 (this "Amendment No. 1"), by and among Cordiant Communications Group plc, a
company  organized  under the laws of England and Wales  ("Parent"),  Lighthouse
Acquisition,  Inc.,  a Delaware  corporation  and a wholly owned  subsidiary  of
Parent  ("Merger  Sub"),  and  Lighthouse  Global  Network,   Inc.,  a  Delaware
corporation (the "Company").


                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Company entered into that certain Merger Agreement,  dated
as of July 4, 2000 (the "Merger  Agreement"),  among Parent,  Merger Sub and the
Company; and

         WHEREAS,  in accordance with Section 12.5 of the Merger Agreement,  the
parties hereto desire to amend the Merger Agreement as set forth herein.

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein, and other good and valuable  consideration,  the sufficiency and receipt
of which is  acknowledged,  intending to be legally  bound,  the parties  hereto
agree as follows:

         A.     Amendments to the Merger Agreement.

                1.  Section  4.4(a) of the Company  Disclosure  Letter is hereby
amended to include the following:

                     "18. The Letter Agreement, dated July 4, 2000, by and among
                the Company and certain employees of Financial  Dynamics Limited
                relating  to certain  payments  to be made to certain  Financial
                Dynamics  Limited  employees,  provides  for the payment of such
                amounts upon the Closing;  provided,  unless  otherwise  agreed,
                Stockholders  of the Company are required to make such  payments
                on behalf of the Company.

                     19. The  Agreement,  dated  July 4, 2000,  by and among the
                Company,  Lighthouse  Holdings (UK) Limited,  EFG Reads Trustees
                Limited, Financial Dynamics Holdings Limited, Financial Dynamics
                Limited, Parent and the persons set forth on Schedule 1 attached
                thereto, provides for the acceleration of Contingent Payments at
                the Effective Time.

                     20. The Directors & Officers,  Fiduciary, and Miscellaneous
                Insurance  policies issued to the Company by Reliance  Universal
                Insurance Company,  Illinois National  Insurance  Company,  Gulf
                Insurance  Company and Federal  Insurance Company will terminate
                at Closing."

                2.  Section  4.6 of the  Company  Disclosure  Letter  is  hereby
amended to include the following:


                "47.  Amendments to the Second Amended and Restated  Certificate
                of Incorporation, as amended, disclosed on Section 6.1(c) of the
                Company Disclosure Letter."

                3. Section  4.16(a) of the Company  Disclosure  Letter is hereby
amended to include the following:

                "6. Three  employees  (Brad Fish, Dick McCann and Bob Croasdale)
                of Communicator Sports & Entertainment,  Inc.  (California) have
                indicated their intention to terminate their employment."

                4. Item 12 of Section  6.1 of the Company  Disclosure  Letter is
hereby amended to insert after "options" and before "." the following:

                "and  to  remove  the  requirement   that  Julian   Hanson-Smith
                immediately  exercise all options granted pursuant to his Option
                Agreement (as such term is defined  therein) and sell the shares
                underlying such options in connection with a change of control"

                5.  Section  6.1(c) of the Company  Disclosure  Letter is hereby
deleted and replaced in its entirety to read as follows:

                "1.  Granting  five  votes  per share to the  holders  of the 6%
                Preferred.

                2.  The  removal  of  the  rights  of  redemption   and  35  day
                notification  of the  holders  of 8%  Preferred  in a change  of
                control situation.

                3.  Granting  one vote per share to the  holders  of the Class B
                common stock.

                4.  Removing the  automatic  conversion  of Class B common stock
                into  Class A common  stock  upon a change of  control  or other
                circumstances and references to Investor Agreement.

                5.  Increasing the number of votes of the holders of the Class A
                common stock to 5,000 votes per share."

                6.  Section 4.22 of the Merger  Agreement is hereby  deleted and
replaced in its entirety with the following:

                     "Section 4.22 Acquisition Agreement Payments. Except as set
                forth in that  certain  Agreement,  dated July 4,  2000,  by and
                among the Company,  Lighthouse Holdings (UK) Limited,  EFG Reads
                Trustees Limited, Financial Dynamics Holdings Limited, Financial
                Dynamics Limited, Parent and the persons set forth on Schedule 1
                attached   thereto,   the   consummation  of  the   transactions
                contemplated   by  this   Agreement   will  not   result  in  an
                acceleration of the Contingent Payments."

                7. The third  and  fourth  sentences  of  Section  2.9(a) of the
Merger  Agreement  are hereby  revised to insert after  "Parent Share Value" and
before "." in the third  sentence,  and after "Common Stock Exchange  Ratio" and
before "." in the fourth sentence, the following:

                ";  provided,  that the  mechanism or steps for  receiving  such
                Parent Shares shall be as set forth in the Election Notice"

                8. Notwithstanding anything to the contrary contained in Section
2.9 of the Merger  Agreement,  the  parties  hereby  agree that the forms of the
Election  Notice  shall be  mutually  agreed  upon by the Company and the Parent
prior to Closing.  Notwithstanding anything to the contrary contained in Section
2.9 of the Merger  Agreement,  the Parent or its designee  shall  distribute and
collect the Election Notices.

                9.  The  second  sentence  of  Section  4.21(a)  of  the  Merger
Agreement is hereby revised to insert after "part of the insurance carriers" and
before "." the following:

                ",  except  as  provided  in Item 20 of  Section  4.4(a)  of the
                Company Disclosure Letter".

                10. The first clause of the second sentence of Section 4.2(a) of
the  Merger  Agreement,  beginning  with  the  words  "As of the  date  of  this
Agreement"  and  ending  with the words  "nonassessable  and free of  preemptive
rights" is hereby amended and restated to read as follows:

                "As of the date of this Agreement,  (i) (a) 9,190,350.961 shares
                of Class A Common Stock,  (b) 1,119,015 shares of Class B Common
                Stock and (c)  104,066.58684  shares of 8% Preferred  Stock were
                issued and outstanding,  all of which were validly issued, fully
                paid and nonassessable and free of preemptive rights".

                11. The Merger  Agreement is hereby  amended to insert a Section
7.15 which shall read as follows:

                "Section 7.15 Company 401(k) Plan.  Upon the reasonable  request
                of Parent,  the Company  shall use its  commercially  reasonable
                efforts to amend or terminate its 401(k)  employee  benefit plan
                prior to the Closing; provided, however, the stockholders of the
                Company shall have no liability with respect to such termination
                or  amendment  to either  Parent or any other  Person and Parent
                shall hold the stockholders of the Company harmless with respect
                to any liability arising out of, or relating to, such amendments
                or terminations."

                12.  Notwithstanding  Section  9.3(d) of the  Merger  Agreement,
Parent  shall  file a  registration  statement  on Form S-8 with the SEC,  which
registration  statement  shall be effective on the date of the  Effective  Time,
with respect to the Parent Ordinary Shares to be issued upon the exercise of the
Stock Options after the Effective Time.

                13. Clause (b) of Section 12.4 of the Merger Agreement is hereby
deleted and replaced in its entirety with the following:

                (b) except as  otherwise  provided in Section  2.9(b),  7.10 and
                7.15,  is not  intended to confer upon and Person other than the
                parties any rights or remedies hereunder.

         B. Parent  Consent.  Pursuant  to Section 6.1 of the Merger  Agreement,
Parent hereby  consents  and, if  applicable,  waives the prior written  consent
requirement contained in Section 6.1 to the following:

                1. The Company amending the Stock Option Agreement, dated August
15, 1999, among the Company and Michael Fetchko,  so as to change the Grant Date
(as such term is defined  therein) of such Stock Option  Agreement to January 1,
1999.

                2. The Company issuing options to purchase up to 6,000 shares of
Class B Common Stock at $19.00 per share.

                3. The Company  amending the  following  agreements  in order to
eliminate any payments which may be considered  "parachute  payments" within the
meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended, and
subsequently  submitting for approval to the Company's shareholders  resolutions
approving the payment of such amounts:

                     a. Senior Management  Agreement,  dated October 1, 1999, by
and between the Company and Victoria Leavitt, as amended.

                     b. Senior Management Agreement, dated June 16, 1999, by and
between the Company and Timothy Donmoyer.

                     c. Change of Control Agreement, dated February 16, 2000, by
and between the Company and Julian Hanson-Smith.

                4. Lighthouse  Holdings (UK) Limited  entering into an agreement
with Lake Creek  Limited to  transfer,  at low or no cost,  all of the  personal
property located at 7 Albemarle Street, London and which is used in the ordinary
course of business, to Lake Creek Limited.

         C. Parent  Requests.  Parent hereby confirms its prior request that the
Company  approve the amendments to the Lighthouse  Global  Network,  Inc. 401(k)
Profit Sharing Plan and Trust set forth in the two Actions by Written Consent of
the Board of Directors and the Executive Committee of Lighthouse Global Network,
Inc., each dated September 5, 2000.

         D.  Definitions.  All  capitalized  terms  used  herein  shall,  unless
otherwise defined herein,  have the respective  meanings set forth in the Merger
Agreement.

         E.  Continuity.  Except as amended by this  Amendment No. 1, the Merger
Agreement  shall  continue  to be and shall  remain in full  force and effect in
accordance with its terms. All references to the Merger Agreement from and after
the date  hereof  shall be deemed  to  include  the  Merger  Agreement  and this
Amendment No.1.

         F.  Counterparts.  This  Amendment No. 1 may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute but
one and the same instrument.

         G. Effectiveness.  The amendments  contemplated by this Amendment No. 1
shall become effective as of the day and year first above written.

         H.  Captions.  The headings of the sections of this Amendment No. 1 are
for convenience of reference only and shall not modify,  define, expand or limit
any of the terms or provisions of this Amendment No. 1.

         I.  Severability.  Any  provision  of this  Amendment  No.  1 which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         J.  Governing  Law.  This  Amendment  No.  1 shall in all  respects  be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York, without giving effect to the conflict of laws provisions thereof.


<PAGE>

                  IN  WITNESS  WHEREOF,  this  Amendment  No.  1 has  been  duly
executed  and  delivered by the  undersigned  as of the day and year first above
written.

                                    CORDIANT GROUP COMMUNICATIONS PLC



                                    By:  /S/ Arthur D'Angelo
                                       -------------------------------
                                       Name:  Arthur D'Angelo
                                       Title: Chief Financial Officer



                                    LIGHTHOUSE ACQUISITION, INC.



                                    By: /S/ Arthur D'Angelo
                                       -------------------------------
                                       Named:  Arthur D'Angelo
                                       Title:  President



                                    LIGHTHOUSE GLOBAL NETWORK, INC.



                                    By:  /S/ Kathleen M. Johnston
                                       -------------------------------
                                       Name:  Kathleen M. Johnston
                                       Title: Vice President