Exhibit 4.2





                               DATE 28 March 2002
                               ------------------


                        CORDIANT COMMUNICATIONS GROUP PLC

                            THE BANK OF NEW YORK and
                            HSBC INVESTMENT BANK PLC
                                 (as Arrangers)

                            HSBC INVESTMENT BANK PLC
                         (as Agent and Security Trustee)

                      THE BANKS AND FINANCIAL INSTITUTIONS

                              THE BANK OF NEW YORK
                               (as Swingline Bank)

                                  HSBC BANK PLC
                               (as Overdraft Bank)

                             CORDLANT FINANCE, INC.
                 (as Issuer under the Note Purchase Agreements)

                                 THE NOTEHOLDERS







                                    AGREEMENT








                                Bingham Dana LLP
                                     London
<PAGE>


                                    AGREEMENT
DATE               28 March                                                2002


PARTIES

1    CORDIANT COMMUNICATIONS GROUP PLC as the Parent (the "Parent"),  for itself
     and for and on behalf of the companies whose names,  registered numbers (if
     any) and registered offices are set out in Part A of Schedule 1 as Original
     Borrowers;   the  company  whose  name,  registered  number  (if  any)  and
     registered  office  are set out in Part B of  Schedule  1 as the  Swingline
     Borrower;  the  companies  whose  names,  registered  numbers  (if any) and
     registered  offices  are set out in Part C of  Schedule 1 as the  Overdraft
     Borrowers; the companies whose names are set out in Part A of Schedule 2 as
     the Original  Guarantors  under the  Syndicated  Loan Agreement (as defined
     below) and Subsidiary Guarantors in respect of the Note Purchase Agreements
     (as defined below); the companies whose names,  registered numbers (if any)
     and registered offices are set out in Part B of Schedule 2 as the Overdraft
     Guarantors;  and the companies whose names, registered numbers (if any) and
     registered  offices are set out in Schedule 3 as the  Additional  Overdraft
     Borrowers;

2    THE BANK OF NEW YORK and HSBC  INVESTMENT  BANK PLC as Arrangers  under the
     Syndicated Loan Agreement;

3    HSBC INVESTMENT BANK PLC as Agent and Security Trustee under the Syndicated
     Loan Agreement;

4    THE BANKS AND FINANCIAL  INSTITUTIONS whose names are set out in Schedule 4
     as the Banks under the Syndicated Loan Agreement;

5    THE  BANK OF NEW YORK as the  Swingline  Bank  under  the  Syndicated  Loan
     Agreement;

6    HSBC BANK PLC as the Overdraft Bank under the Syndicated Loan Agreement;

7    CORDIAINT FINANCE, INC. as Issuer under the Note Purchase Agreements;

8    THE INSTITUTIONS whose names are set out in Schedule 5 as Noteholders.

RECITALS

A    This Agreement relates to:

     (1)  an  Agreement  dated 4 July 2000 made  between  certain of the parties
          hereto  and  referred  to  herein  whereby  the  Banks  agreed to make
          available  to  the  Parent  and  the  Borrowers  facilities  of  up to
          US$400,000,000  upon the terms and subject to the  conditions  therein
          contained (as amended,  the "Syndicated Loan Agreement") and to a deed
          dated 30 August 2000 made between  such  parties  whereby the Security
          Trustee  agreed to hold the benefit of certain  security  documents on
          trust for the named beneficiaries (the "Security Trust Deed"); and

     (2)  the separate Note Purchase  Agreements  dated as of April 5, 2001 made
          between the Issuer,  the Parent as Parent Guarantor and the purchasers
          identified  therein  (collectively,  the "Note Purchase  Agreements"),
          pursuant to which the Issuer issued and sold $175,000,000 in aggregate
          principal amount of its 7.61% Guaranteed Senior

<PAGE>


          Notes due 2011 (as defined therein the "Notes"); the Noteholders being
          the current  holders of the existing Notes.

B    The Parties have entered into this Agreement to record:

     (1)  the waivers, upon and subject to the terms and conditions, and for the
          period, set out herein, of certain  anticipated  breaches of covenants
          and events of default (howsoever  described) under the Syndicated Loan
          Agreement and/or the Note Purchase Agreements; and

     (2)  their  agreements  in  principle  with  respect  to  certain  proposed
          amendments to the Syndicated Loan  Agreement,  the Security Trust Deed
          and the Note Purchase Agreements.

AGREEMENT

1    Definitions and interpretation

     Reference  is made to the Term Sheets  attached  hereto as Exhibit "A" (the
     "Banks'  Term  Sheet"),  Exhibit "B" (the  "Noteholders'  Term  Sheet") and
     Exhibit  "C"  (the   "Intercreditor   Term  Sheet")  (the  "Term  Sheets").
     Capitalised  terms used and not  defined in this  Agreement  shall have the
     meanings ascribed to them in the Term Sheets, the Note Purchase  Agreements
     or the Syndicated Loan Agreement,  save as specifically  provided herein or
     as the context may otherwise require.

2    Waivers

     Upon and  subject to the terms of this  Agreement,  for the period from the
     date of this  Agreement  until 5.00 p.m.  London time on 15 May,  2002 (the
     "Waiver Scheduled Termination Date"):

     2.1  each Bank hereby  waives  (the "Bank  Waiver")  each  Default and each
          Event of Default  (however  described) which may be constituted by the
          failure  of the  Parent  to  comply  with all or any of the  covenants
          contained in Clause 13.1(a) (Net Interest Cover) and 13.1(b)  (Maximum
          Gross  Debt:  Adjusted  PBIT) on 31  December  2001,  upon terms that,
          unless otherwise agreed by the Majority Banks or as otherwise provided
          in  clause  4, no  drawings  or  utilisations  may be made  under  the
          Syndicated  Loan  Agreement,   other  than  the  rolling  of  existing
          advances, prior to the time the definitive agreements for the Proposed
          Amendments  (as defined  below) and the  Intercreditor  Agreement  are
          entered  into (and the  Parent on behalf of itself  and the  Borrowers
          confirms that no such drawings or utilisations will be made); and

     2.2  each  Noteholder  hereby  waives (the "Note  Agreement  Waiver")  each
          Default and Event of Default  constituted by the failure of the Parent
          to comply  with  paragraphs  (a)  (ratio of EDIT to  Consolidated  Net
          Interest  Expenditure)  and  (b)  (Consolidated  Gross  Borrowings  to
          Adjusted  EBITDA) of Section 10.3 of each Note  Purchase  Agreement in
          respect of the period of two Fiscal  Half-Years ended 31 December 2001
          and for any periods after 31 December  2001 and until the  Termination
          Date;

     provided that the Note Agreement Waiver and the Bank Waiver shall terminate
     at the  earliest  of (the  "Termination  Date"):  (a) the Waiver  Scheduled
     Termination  Date;  or (b) the  occurrence  or existence of any  non-waived
     Event of Default (howsoever described) (including, without limitation, as a
     result of the  failure  of the  Parent to pay all  accrued  and  previously
     unpaid  interest  on the Notes and under  the  Syndicated  Loan  Agreement)
     subject to

<PAGE>

     the  waiver  requirements  under  the  Note  Purchase  Agreements  and  the
     Syndicated Loan Agreement respectively or (c) the occurrence of an event of
     default  under or in respect of the Interim New Money  Facility (as defined
     in clause 4 of this Agreement) whether in respect of any covenant,  payment
     or security therefor.

3    Proposed amendments etc.

     3.1  Subject to the terms of this Agreement and the Term Sheets:

          3.1.1     the  Parent  and the  Finance  Parties  (as  defined  in the
                    Syndicated Loan  Agreement)  agree in principle to amend the
                    Syndicated  Loan Agreement in accordance  with the terms set
                    out in the Banks' Term Sheet and the Noteholders  consent in
                    principle to such amendments;

          3.1.2     the  Parent,   the  Issuer  and  the  Noteholders  agree  in
                    principle  to  amend  the  Note   Purchase   Agreements   in
                    accordance with the terms set out in the  Noteholders'  Term
                    Sheet and the Finance  Parties  consent in principle to such
                    amendments; and

          3.1.3     the  Parent,   the  Issuer,  the  Finance  Parties  and  the
                    Noteholders  agree in principle  to enter into,  and, in the
                    case of the  Parent,  to  procure  that all other  Obligors,
                    Subsidiary  Guarantors  and other  relevant  members  of the
                    Group enter into, an Intercreditor  Agreement upon the terms
                    set out in the lntercreditor Term Sheet.

     3.2  The agreement of each party to consent to the proposed amendments (the
          "Proposed  Amendments")  and the  entering  into of the  Intercreditor
          Agreement described in Clause 3.1 above are expressly conditional upon
          the following:

          3.2.1     the payment by the Parent to each Noteholder and Bank of the
                    fees  referred  to in the Term  Sheets and  expressed  to be
                    payable  on  execution  of  the  agreements  evidencing  the
                    Proposed Amendments;

          3.2.2     the  payment  by the  Parent  of all  professional  fees and
                    expenses  referred  to in the Term Sheets (it is agreed that
                    the  obligations  of the Parent in  respect of  professional
                    fees and  expenses  shall  survive any  termination  of this
                    Agreement or the Note Agreement  Waiver or the Bank Waiver);
                    and

          3.2.3     all  of the  conditions  precedent  set  forth  in the  Term
                    Sheets.

     3.3  Each of the Finance Parties and the  Noteholders  confirms that it has
          the requisite authority for the amendments and agreements contemplated
          by  the  Banks'  Term  Sheet  or  the  Noteholders'   Term  Sheet  (as
          applicable) and the Intercreditor Term Sheet.

     3.4  The parties  will use all  reasonable  endeavours  to procure that the
          Syndicated  Loan  Agreement as amended in  accordance  with the Banks'
          Term Sheet, the Note Purchase Agreements as amended in accordance with
          the Noteholders' Term Sheet and the Intercreditor  Agreement described
          in clause  3.1, in form and  substance  mutually  satisfactory  to all
          parties  acting in good faith,  are  entered  into not later than 5.00
          p.m. (London time) on Friday 19 April,  2002 for the purpose of giving
          effect to the Term Sheets.

<PAGE>

4    Interim New Money Facility

     4.1  The Banks and the Parent  will,  by 5:00pm on  Thursday 4 April  2002,
          enter  into  an   agreement   whereby   the  Banks  will  lend  up  to
          (pound)20,000,000 (the "Interim New Money Facility") to the Parent for
          the  period  from 5 to 19  April  2002.  The  loan  will  be on  terms
          acceptable  to the Banks,  which will be  consistent  in all  material
          respects  with the terms of the  facility  outlined in the Banks' Term
          Sheet.  The loan will have  priority  over the Old Money and the Notes
          and will be secured by a composite  guarantee and  debenture  from the
          Parent and its principal UK subsidiaries. Such guarantee and debenture
          shall be treated as New Security under the Intercreditor Agreement, as
          outlined in the Intercreditor Term Sheet.

     4.2  Notwithstanding  anything to the contrary,  the Banks will irrevocably
          agree in writing with the Parent and the Noteholders to consent to the
          appointment of an administrator of any of the Parent and its principal
          UK subsidiaries  concerned,  to procure that any receiver appointed by
          the Banks shall resign office upon the appointment of an administrator
          and to give at least two  business  days prior  written  notice to the
          Parent and the Noteholders of their intention to appoint a receiver.

     4.3  Upon amendment of the Syndicated Loan Agreement in accordance with the
          terms of the Bank's Term Sheet,  the Interim New Money  Facility shall
          terminate and all outstanding  amounts  thereunder shall be refinanced
          under the  Syndicated  Loan Agreement as so amended and treated in all
          respects as New Money under the lntercreditor Agreement.

     4.4  The Parent  represents  and  warrants  that entry into the Interim New
          Money Facility and the borrowing of loans in an aggregate amount of up
          to (pound)20,000,000  thereunder shall not cause a Default or Event of
          Default under the Note Purchase  Agreement  after giving effect to the
          waivers set forth in Clause 2 of this  Agreement.  The Parent shall be
          deemed to repeat the  representations  and  warranties  on the date of
          borrowing of any loan under the Interim New Money  Facility and breach
          of such  representations and warranties shall be deemed to be an Event
          of Default under the Note Purchase Agreement.

5    Representations and Warranties

     5.1  The Parent hereby  represents and warrants to each of the  Noteholders
          and the Banks (collectively, the "Institutions") as follows:

          5.1.1     the Parent and the Issuer have the full corporate  power and
                    authority  to enter  into  this  Agreement  and to amend the
                    Syndicated  Loan  Agreement  and the Existing  Note Purchase
                    Agreements, to enter into the Intercreditor Agreement and to
                    grant security as contemplated by the Term Sheets,  and this
                    Agreement,  the Intercreditor  Agreement and such amendments
                    pursuant to the Term Sheets have been duly authorized by all
                    necessary corporate action on the part of the Parent and the
                    Issuer;

          5.1.2     the entry into and performance of:

                    (a)  this Agreement,

                    (b)  the Syndicated Loan Agreement as amended,

                    (c)  the Amended and Restated Note Purchase Agreement,

<PAGE>

                    (d)  the Intercreditor Agreement, and

                    (e)  the guarantee and security  documents  contemplated  by
                         the Term Sheets,

                    by the Parent or any Obligor or any  Subsidiary  required to
                    be a guarantor  pursuant  to the Term Sheets (a  "Subsidiary
                    Guarantor")  and the Issuer  does not and will not  conflict
                    with: (i) any law or regulation  applicable to them, or (ii)
                    any agreement or instrument  binding upon them or any member
                    of the Group;

          5.1.3     all factual statements contained in the Information Package,
                    as  defined  below,  (excluding  any  financial  projections
                    contained  therein) were, as at their respective dates, true
                    and  accurate in all  material  respects and did not contain
                    any untrue  statement of a material  fact or (to the best of
                    the  knowledge of the directors of the Parent) omit to state
                    a fact necessary in order to make the  statements  contained
                    therein not misleading in any material respect; and

          5.1.4     all  financial  projections  which have been prepared by the
                    Parent (or on its behalf) and  contained in the  Information
                    Package  have been  prepared  in good  faith and based  upon
                    assumptions  which were  reasonable at the time prepared and
                    at the time made available to any Finance Party.

     5.2  For the purpose of this Clause 5, "Information Package" means:

          (a)  The Information Disclosure for Lenders (14 December 2001);

          (b)  The KPMG Accountants Report;

          (c)  The Financial Model;

          (d)  The Group Structure Charts dated 31 Jan 2002;

          (e)  The Guarantor Coverage Analysis dated 31 Jan 2002;

          (f)  The Acquisition Earn out Analysis dated 4 Feb 2002;

          (g)  The Customer Memorandum dated 31 Jan 2002; and

          (h)  The presentation  documentation  provided by the Company with its
               presentation on or about 19 March 2002.

6    Miscellaneous

     6.1  This  Agreement  and the Term Sheets maybe  amended,  or any provision
          hereof or thereof may be waived,  with the  agreement  of all affected
          parties hereto.

     6.2  In  furtherance  of the  provisions  hereof,  any  termination  of, or
          failure to satisfy any of the conditions  precedent set forth in, this
          Agreement shall not impair the  effectiveness of any of the Syndicated
          Loan  Agreement,  the Note  Purchase  Agreements,  the  Notes  and the
          Security Trust Deed (it being the intention of the parties hereto that
          such agreements and instruments remain in full force and effect in all
          respects under such circumstances).

     6.3  Except  as  expressly  set forth in  Clause  2, the  delivery  of this
          Agreement shall not constitute a waiver of any right,  power or remedy
          of any  Institution  under the Syndicated  Loan Agreement and the Note
          Purchase Agreements and such agreements shall remain in full force and
          effect and are hereby ratified and confirmed.

     6.4  After  the  Termination  Date  nothing  in  this  Agreement  shall  be
          construed  as a waiver of any  Default or Event of  Default  under the
          Note Purchase  Agreements or the  Syndicated  Loan  Agreement and each
          Institution  shall be entitled to exercise any remedy available to it,
          whether under the Note Purchase Agreements,  the Notes, the Syndicated
          Loan Agreement or

<PAGE>

          otherwise,  in respect of any Event of Default which occurred prior to
          or after the  Termination  Date.  For the  avoidance  of  doubt,  upon
          execution and delivery of the definitive  agreements  implementing the
          Proposed  Amendments and the Intercreditor  Agreement,  this Agreement
          shall cease to have any effect.

     6.5  This Agreement shall be construed and enforced in accordance with, and
          the rights of the parties  shall be governed by,  English law (without
          regard to principles of conflicts of law).  The courts of England have
          non-exclusive jurisdiction in relation to any claim or dispute arising
          out of or in connection with this Agreement.

     6.6  This  Agreement  may be executed in any number of  identical  separate
          counterparts,  each of  which  for all  purposes  shall be  deemed  an
          original but all of which shall constitute collectively one Agreement.

     6.7  The parties do not intend that this Agreement should create any rights
          which are enforceable by any person who is not a party,  whether under
          the Contracts  (Rights of Third  Parties) Act 1999 or otherwise,  save
          that the  provisions  of  clause 2 shall be  enforceable  by the other
          Obligors  and  Subsidiary  Guarantors  referred  to in  item  1 of the
          parties hereto.

This Agreement shall become effective when executed and delivered by the Parent,
the Issuer, the Arrangers, the Agent, each Bank and each Noteholder.

                            [Signature pages follow]

<PAGE>


                        CORDIANT COMMUNICATIONS GROUP PLC


By:  Arthur D'Angelo
     Name:  Arthur D'Angelo
     Title: Director


CORDIANT FINANCE, INC.


By:   Arthur D'Angelo
      Name: Arthur D'Angelo
      Title: Director and Officer


HSBC INVESTMENT BANK PLC
(individually and as Arranger, Agent and Security Trustee)

By:   A. P. Smith
      Name:  Andrew P. Smith
      Title: Director


THE BANK OF NEW YORK
(individually and as Arranger and Swingline Bank)

By:   G. Dorkin
      Name: Gerry Dorkin
      Title: Vice President


ABN AMRO BANK N.V., LONDON BRANCH


By:   S.J. Hamilton                                Kim Slater
      Name:  S.J. Hamilton                         C.K. Slater
      Title: Vice President                        Assistant Vice President


ALLIED IRISH BANK PLC


By:   Kieran O'Driscoll                            Sonya Iovieno
      Name:  Kieran O'Driscoll                     Sonya Iovieno
      Title: Senior Relationship Manager           Relationship Manager

<PAGE>

BANK OF SCOTLAND


By:   Jerry Perritt
      Name:  Jerry Perritt
      Title: Director of Corporate Banking


BANQUE WORMS


By:   M. Messager                                  P. Eygonnet
      Name:  M Messager                            Pierre Eygonnet
      Title:



CITIBANK, N.A.


By:   Julio Ojea Quintana
      Name:  Julio Ojea Quintana
      Title: Director


DAI-ICHI KANGYO BANK, LTD


By:   O. Suzuki                                    Karen Latto
      Name: Osamu Suzuki                           Karen Latto
      Title: Senior Manager                        Manager


FLEET NATIONAL BANK


By:   P. D. Rivers
      Name: Paul D. Rivers
      Title: Managing Director


THE FUJI BANK, LIMITED


By:   R. Allen
      Name:  Richard Allen
      Title: Assistant General Manager

<PAGE>

LLOYDS TSB BANK PLC


By:   Stewart John Taylor
      Name:  Stewart John Taylor
      Title: Regional Head of Business Support, London and South East and
             credit services.


THE ROYAL BANK OF SCOTLAND PLC


By:   A.S. Hewish
      Name:  Annette Hewish
      Title: Relationship Manager


SCOTIABANK EUROPE PLC


By:   James Forward
      Name: James Forward
      Title: Director Media, Leisure, Communications


WESTDEUTSCHE LANDESBANK GIROZENTRALE


By:   Ian Anderson                                 Chris Greaves
      Name: Ian Anderson                           Christopher Greaves
      Title: Executive Director                    Director


HSBC BANK PLC
(individually and as Overdraft Bank)

By:   A.O. Thomas
      Name: A.O. Thomas
      Title: European Head, TMT


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


By:   Marie Fioramonti
      Name: Marie Fioramonti
      Title: Managing Director

<PAGE>

HARTFORD LIFE INSURANCE  COMPANY
By:  Prudential Private Placement Investors, L.P., as Investment Advisor
By:  Prudential Private Placement Investors, Inc,, General Partner


By:   Marie Fioramonti
      Name: Marie Fioramonti
      Title: Managing Director



HARTFORD LIFE INSURANCE COMPANY
By:  HARTFORD INVESTMENT SERVICES, INC.
     Its Agent and Attorney-in-Fact


By:   Betsy Roberts
      Name:  Betsy Roberts
      Title: Senior Vice President


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


By:   Marie Fioramonti
      Name:  Marie Fioramonti
      Title: Managing Director


PRUCO LIFE INSURANCE COMPANY


By:   Marie Fioramonti
      Name:  Marie Fioramonti
      Title: Managing Director


USG ANNUITY & LIFE COMPANY


By:   Fred C. Smith
      Name: Fred C. Smith
      Title: Executive Vice President


EQUITABLE LIFE INSURANCE COMPANY OF IOWA

<PAGE>

By:   Fred C. Smith
      Name: Fred C. Smith
      Title: Executive Vice President


GOLDEN AMERICAN LIFE INSURANCE COMPANY


By:   Fred C. Smith
      Name:  Fred C. Smith
      Title: Executive Vice President


RELIASTAR LIFE INSURANCE COMPANY


By:   Fred C. Smith
      Name: Fred C. Smith
      Title: Executive Vice President


HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
By:  HARTFORD INVESTMENT SERVICES, INC.
     Its  Agent and Attorney-in-Fact


By:   Betsy Roberts
      Name:  Betsy Roberts
      Title: Senior Vice President


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


By:   Mark A. Ahmed
      Name: Mark A. Ahmed
      Title: Managing Director


AMERICAN UNITED LIFE INSURANCE COMPANY


By:   Christopher D. Pahlke
      Name: Christopher D. Pahlke
      Title: Vice President, Private Placements

<PAGE>

THE STATE LIFE INSURANCE COMPANY


By:   Christopher D. Pahlke
      Name:  Christopher D. Pahlke
      Title: Vice President, Private Placements

<PAGE>

                                   SCHEDULE 1

                                     PART A

                               Original Borrowers

    Name of Borrower          Registered Number        Registered office/address
                                  (if any)

    1 Cordiant Communications      1320869            121-141 Westbourne Terrace
      Group plc                                       London W2 6JR

    2 Bates UK Limited             913184             121-141 Westbourne Terrace
                                                      London W2 6JR

    3 Cordiant US Holdings Inc.    13-3965951         Corproation Trust Centre
                                                      1209 Orange Street
                                                      Wilmington
                                                      Newcastle
                                                      Delaware, USA

    4 Bates Deutschland Holdings   HRB 8608           Hanauer Landstrasse
      GmbH                                            287-289
                                                      60314 Frankfurt am Main
                                                      Germany

<PAGE>

                                   SCHEDULE 1

                                     PART B

                               Swingline Borrower

   Name of Borrower          Registered Number        Registered office/address
                                  (if any)

   1 Cordiant US Holdings Inc.     13-3965951         Corporation Trust Centre
                                                      1209 Orange Street
                                                      Wilmington
                                                      Newcastle
                                                      Delaware, USA

<PAGE>

                                   SCHEDULE 1

                                     PART C

                              Overdraft Borrowers

Name of Borrower                 Registered Number     Registered office/address
                                      (if any)

1   Atlas Advertising Limited         964286          121-141 Westbourne Terrace
                                                      London W2 6JR

2   Bates Overseas Holdings           2217108         121-141 Westbourne Terrace
    Limited                                           London W2 6JR

3   Bates UK Limited                  913184          121-141 Westbourne Terrace
                                                      London W2 6JR

4   Cordiant Communications           1320869         121-141 Westbourne Terrace
    Group plc                                         London W2 6JR

5   Cordiant Group Limited            63031           121-141 Westbourne Terrace
                                                      London W2 6JR

6   Cordiant Property Holdings        2263916         121-141 Westbourne Terrace
    Limited                                           London W2 6JR

7   ICM International Limited         1802173         121-141 Westbourne Terrace
                                                      London W2 6JR

8   Swot Plus Limited                 1929347         121-141 Westbourne Terrace
                                                      London W2 6JR

9   The Decision Shop Limited         615225          121-141 Westbourne Terrace
                                                      London W2 6JR

10  XMSS Limited                     2463385          121-141 Westbourne Terrace
                                                      London W2 6JR

<PAGE>

                                   SCHEDULE 2

                                     PART A

             Original Guarantors under the Syndicated Loan Agreement

          Name of Guarantor

     1    Cordiant  Communications  Group plc

     2    Bates Europe  Limited

     3    Bates UK Limited

     4    Atlas Advertising  Limited

     5    The Decision Shop Limited

     6    ICM International Limited

     7    Cordiant US Holdings Inc.

     8    Bates Advertising USA Inc.

     9    Bates Churchill Public Relations, Inc

     10   Bates Churchill Advertising Inc

     11   Bates Worldwide (Delaware), Inc

     12   CCG.XM Inc

     13   Healthworld Corporation Inc.

     14   Bates Healthworld Inc.

     15   Falk Healthworld Inc.

     16   Lighthouse Global Network Inc.

     17   Fitch Inc.

<PAGE>

          Name of Guarantor

     18   Morgen Walke Associates Inc.

     19   Bates Deutschland Holdings GmbH

     20   Cordiant Communications Group
          Australia Pty. Limited

        Subsidiary Guarantors in respect of the Note Purchase Agreements

     1    The Communications Group Pty Limited

     2    Atlas Advertising Limited

     3    Bates Europe Limited

     4    Bates UK Limited

     5    ICM International Limited

     6    The Decision Shop Limited

     7    Bates Deutschland Holding GmbH

     8    Bates Advertising USA, Inc.

     9    Bates Churchill Advertising, Inc.

     10   Bates Churchill Public Relations, Inc.

     11   Bates Healthworld, Inc.

     12   Bates Travel and Tourism, Inc.

     13   Bates Worldwide (Deleware), Inc.

     14   CCG.XM, Inc.

     15   Cordiant US Holdings, Inc.

     16   Falk Healthworld, Inc.

     17   Fitch, Inc.

     18   GHBM, Inc.

     19   Healthworld Corporation

     20   Lighthouse Global Network Inc.

     21   Morgen-Walke Associates, Inc.

<PAGE>

                                   SCHEDULE 2

                                     PART B

                              Overdraft Guarantors

1    Atlas Advertising             964286            121-141 Westbourne Terrace
     Limited                                         London W2 6JR

2    Bates Overseas Holdings       2217108           121-141 Westbourne Terrace
     Limited                                         London W2 6JR

3    Bates UK Limited              913184            121-141 Westbourne Terrace
                                                     London W2 6JR

4    Cordiant Communications       1320869           121-141 Westbourne Terrace
     Group plc                                       London W2 6JR

5    Cordiant Group Limited        63031             121-141 Westbourne Terrace
                                                     London W2 6JR

6    Cordiant Property             2263916           121-141 Westbourne Terrace
     Holdings Limited                                London W2 6JR

7    ICM International             1802173           121-141 Westbourne Terrace
     Limited                                         London W2 6JR

8    Swot Plus Limited             1929347           121-141 Westbourne Terrace
                                                     London W2 6JR

9    The Decision Shop Limited     615225            121-141 Westbourne Terrace
                                                     London W2 6JR

10   XMSS Limited                  2463385           121-141 Westbourne Terrace
                                                     London W2 6JR

<PAGE>

                                   SCHEDULE 3

                         Additional Overdraft Borrowers

1    Healthworld Holdings Limited       3458882      121-141 Westbourne Terrace
                                                     London W2 6JR

2    Milton Marketing Group Limited     3113109      121-141 Westbourne Terrace
                                                     London W2 6JR

3    Headcount WW Field Marketing       1425412      121-141 Westbourne Terrace
     Limited                                         London W2 6JR

4    Colwood Healthworld Limited        2213846      121-141 Westbourne Terrace
                                                     London W2 6JR

5    Bates Healthworld Limited          3961667      121-141 Westbourne Terrace
                                                     London W2 6JR

6    Milton Marketing Limited           1385429      121-141 Westbourne Terrace
                                                     London W2 6JR

7    Financial Dynamics Holdings        3345319      121-141 Westbourne Terrace
     Limited                                         London W2 6JR

8    Lighthouse Holdings (UK) Limited   3719632      121-141 Westbourne Terrace
                                                     London W2 6JR

9    Fitch Design Consultants Limited   670130       121-141 Westbourne Terrace
                                                     London W2 6JR

10   Financial Dynamics Limited         1656428      121-141 Westbourne Terrace
                                                     London W2 6JR

11   Connect Six Limited                2191533      121-141 Westbourne Terrace
                                                     London W2 6JR

12   Connect Five Limited               1928295      121-141 Westbourne Terrace
                                                     London W2 6JR

<PAGE>

13   Clarion Communications PR Limited  2517824      121-141 Westbourne Terrace
                                                     London W2 6JR

14   PSD Associates Limited             2431038      121-141 Westbourne Terrace
                                                     London W2 6JR

15   Scholz & Friends London Limited    3398022      121-141 Westbourne Terrace
                                                     London W2 6JR

16   N.A.S.A.2.0 London Limited         3942853      121-141 Westbourne Terrace
                                                     London W2 6JR

17   CCG.XM                             4023322      121-141 Westbourne Terrace
                                                     London W2 6JR

18   CCG.XM Holdings Limited            3961670      121-141 WestbourneTerrace
                                                     London W2 6JR

19   Bamber Forsyth Limited             2097924      121-141 Westbourne Terrace
                                                     London W2 6JR

20   Corporate and Financial Design     2693509      121-141 Westbourne Terrace
     Design Limited                                  London W2 6JR

<PAGE>

                                   SCHEDULE 4

                    Banks under the Syndicated Loan Agreement

     1    HSBC Bank plc                           Media/Telecoms Group
                                                  27-32 Poultry
                                                  London EC2P 2BX

     2    The Bank of New York                    Level 48
                                                  One Canada Square
                                                  London E14 5 AL

     3    ABN AMRO Bank N.V., London Branch       250 Bishopsgate
                                                  London EC2M 4AA

     4    Allied Irish Bank plc                   Corporate Banking Britain
                                                  St Helen's
                                                  1 Undershaft
                                                  London EC3A 8AB

     5    Bank of Scotland                        38 Threadneedle Street
                                                  London EC2P 2EH

     6    Banque Worms                            Tour Voltaire
                                                  1 Place des Degres
                                                  F-92059 Paris La Defense
                                                  FRANCE

     7    Citibank, N.A.                          Media & Communications Group
                                                  388 Greenwich Street
                                                  21st Floor
                                                  New York 10013
                                                  UNITED STATES OF AMERICA

     8    Dai-Ichi Kangyo Bank, Ltd               24 King William Street
                                                  London EC4R 9DB

     9    Fleet Boston Financial                  39 Victoria Street
                                                  Westminster
                                                  London SW1H OED

     10   The Fuji Bank, Limited                  River Plate House
                                                  7-11 Finsbury Circus
                                                  London EC2M 7DH

     11   Lloyds TSB Bank plc                     Credit Services
                                                  4th Floor
                                                  11 - 15 Monument Street
                                                  London EC3R 8LR

     12   The Royal Bank of Scotland plc          135 Bishopsgate
                                                  London EC2M 3UR

<PAGE>

     13   Scotiabank Europe plc                   Scotia House
                                                  33 Finsbury Square
                                                  London EC2A 1BB

     14   Westdeutsche Landesbank Girozentrale    Woolgate Exchange
                                                  25 Basinghall Street
                                                  London EC2V 5HA

<PAGE>

                                   SCHEDULE 5

                                   Noteholders



     AMERICAN UNITED LIFE INSURANCE COMPANY

     EQUITABLE LIFE INSURANCE COMPANY OF IOWA

     GOLDEN AMERICAN LIFE INSURANCE COMPANY

     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

     HARTFORD LIFE INSURANCE COMPANY

     MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

     PRUCO LIFE INSURANCE COMPANY

     PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

     RELIASTAR LIFE INSURANCE COMPANY

     THE STATE LIFE INSURANCE COMPANY

     USG ANNUITY & LIFE COMPANY

<PAGE>

                                    EXHIBIT A

                                Banks' Term Sheet





<PAGE>

                        CORDIANT COMMUNICATIONS GROUP PLC
                        ---------------------------------

                            US$400M CREDIT AGREEMENT
                            ------------------------

                                Banks Term Sheet
                                ----------------

                Indicative Key Restructuring Terms and Conditions
                -------------------------------------------------


This term sheet is attached to an  agreement  in principle  (the  "Agreement  in
Principle") relating,  inter alia, to a US$400m Loan Agreement dated 4 July 2000
between,  amongst others,  Cordiant  Communications Group plc (as the "Parent"),
the Parent and various of its Subsidiaries  listed in schedule 1 thereto (as the
"Borrowers"),  The  Bank  of New  York  and  HSBC  Investment  Bank  plc (as the
"Arrangers"),  various  banks and  financial  institutions  listed in schedule 2
thereto (as the "Banks"), HSBC Investment Bank plc (as the "Agent" and "Security
Trustee"), The Bank of New York (as the "Swingline Bank"), and HSBC Bank plc (as
the "Overdraft Bank"), as amended from time to time (the "Credit Agreement").

The Credit Agreement will be amended and restated in a mutually  acceptable form
in accordance  with the terms and  conditions of this term sheet which are to be
documented in a restructuring  deed to be entered into between,  amongst others,
the  parties  to  the  Credit  Agreement  in a  mutually  acceptable  form  (the
"Restructuring  Deed") and which will also  contain  waivers of any  Defaults or
Events of Default under the Credit  Agreement  that have been  identified to the
Banks prior to the date on which the Restructuring Deed is executed.

The  amendments  and  waivers  to the Credit  Agreement  to be  effected  by the
Restructuring  Deed are  referred to in this term sheet as the  "Restructuring",
and the date on which the conditions to the  Restructuring  Deed are met and the
Restructuring becomes effective as the "Restructuring Date".

Capitalised terms used in this term sheet shall have the meanings defined in the
Credit Agreement, unless indicated otherwise.

The  Finance   Parties   under  the  Credit   Agreement  and  the  holders  (the
"Noteholders")  of Cordiant Finance Inc.'s 7.61 % Guaranteed Notes due 2011 (the
"Notes") issued under the Note Purchase Agreements dated 5 April 2001 (the "Note
Purchase  Agreements") (as amended and restated in accordance with the terms and
conditions set out in the term sheet entitled "Term sheet - Indicative Key Terms
and  Conditions  of  the  Proposed  Amendments"  attached  to the  Agreement  in
Principle (the "Amended and Restated Note Purchase Agreement")) (amongst others)
shall enter into an  intercreditor  agreement  (the  "lntercreditor  Agreement")
which shall give effect to the term sheet entitled  "lntercreditor  Term Sheet -
Key Intercreditor  Restructuring Terms and Conditions" which is also attached to
the Agreement in Principle.  The terms and conditions of the  Restructuring  are
subject  to  the  terms  and  conditions  of  the  lntercreditor   Agreement.

1         Information and reporting requirements

          The Parent will:

1.1       Annual audited financial  statements:  prepare consolidated  financial
          statements  for the Group in respect of each  financial year and cause
          the same to be reported on by the Auditors and provide such  financial
          statements  to the Agent  together  with the  report  of the  Auditors
          thereon,  the notes thereto,  the directors'  report thereon,  and the
          Auditors  report  required  in 1.5 below,  together  with the  Group's
          preliminary audited  consolidated  financial  statements,  at the time
          such preliminary audited consolidated  financial statements are issued
          to the  Parent's  shareholders  but in any event within 90 days of the
          end of each financial year.

                                       1
<PAGE>

1.2       Quarterly   Management   Accounts:   prepare  unaudited   consolidated
          quarterly  management  accounts  for  the  Group  in  respect  of each
          financial  quarter in the agreed form and provide such accounts to the
          Agent within 45 days after the end of each financial quarter, together
          with the Compliance  Certificate  required in 1.4 below. The quarterly
          management accounts shall include:

          (a)  a cashflow  statement and a consolidated  profit and loss account
               in respect of the relevant financial quarter,  the financial year
               to that date,  and whatever  periods or rolling 12 month  periods
               are relevant to the  calculations  required to test the Financial
               Covenants;

          (b)  a  comparison  of all relevant  results with the relevant  annual
               budget required to be provided in 1.6 below;

          (c)  a comparison of actual  performance  for that  financial  quarter
               with the  performance  during the  equivalent  financial  quarter
               during the immediately preceding financial year;

          (d)  a  consolidated  balance  sheet  as at the end of that  financial
               quarter; and

          (e)  a management  discussion and analysis  consistent with the agreed
               form Index of Management Discussion and Analysis;

          (f)  a statement of the aggregate  net proceeds of relevant  disposals
               made  during  such  period  to  which  the  mandatory  prepayment
               requirements at 15.1 below apply;

          (g)  (for the purposes  relevant for the Maximum  Capital  Expenditure
               covenant at 3.3 below) a statement of the Capital Expenditure (as
               defined in 3.3 below) during such period;

          (h)  an analysis of the profit and loss account by profit centres; and

          (i)  a statement  of the  consideration  paid by the Group (and broken
               down by Group  members)  in  respect  of  Permitted  Acquisitions
               during such period.

1.3       Monthly Management  Accounts:  prepare unaudited  consolidated monthly
          management  accounts  in respect of the Group in respect of each month
          and provide such accounts to the Agent within 30 days after the end of
          each month. The monthly management accounts shall include:

          (a)  a  consolidated  cashflow  statement  (including a 4 week rolling
               forecast of central liquidity in the agreed form)

          (b)  a consolidated profit and loss account for the relevant month and
               the financial year to that date;

          (c)  a  comparison  of all relevant  results with the relevant  annual
               budget required to be provided in 1.6 below;

          (d)  a  comparison  of  actual  performance  for that  month  with the
               performance  during the equivalent  month during the  immediately
               preceding financial year;

          (e)  a management  discussion and analysis  consistent with the agreed
               form Index of Management Discussion and Analysis;

          (f)  a statement of the aggregate  net proceeds of relevant  disposals
               made  during  such  period  to  which  the  mandatory  prepayment
               requirements at 15.1 below apply;

          (g)  (for the purposes  relevant for the Maximum  Capital  Expenditure
               covenant at 3.3 below) a statement of the Capital Expenditure (as
               defined in 3.3 below) during such period; and

                                       2
<PAGE>

          (h)  a statement of the  investments  and other  transactions  entered
               into pursuant to the ring-fencing arrangements at 17.2(b) below.

1.4       Compliance   Certificates:   prepare  a   certificate   verifying  the
          compliance  or otherwise  with the  Financial  Covenants  set out in 3
          below,  confirming  that no Default has occurred  which is  continuing
          unremedied and unwaived, and attaching a list of Material Subsidiaries
          (determined in accordance  with the definition at 23.1 below) and have
          it signed by its  finance  director,  or if the  finance  director  is
          unavailable  for any reason,  any other  director  of the Parent,  and
          provide such  certificate  to the Agent at the time of the delivery of
          the quarterly management accounts for each financial quarter.

1.5       Annual  Auditors'  report:  at the  time of  delivery  of the  audited
          consolidated financial statements,  deliver a report from the Auditors
          (in a format  acceptable  to the Agent and which can be relied upon by
          the Agent (for itself and the other Finance Parties)) stating:

          (a)  the amounts of the respective financial definitions in respect of
               or,  as the case  may be,  as at the end of the  relevant  period
               specified  in the  Financial  Covenants  as  extracted  from such
               audited  consolidated  financial  statements  and  indicating the
               manner in which such amounts have been calculated;

          (b)  the  application  of the  respective  amounts  of such  financial
               definitions to the Financial Covenants; and

          (c)  a list of the Group  companies that are Material  Subsidiaries as
               at the date of such audited consolidated financial statements (as
               defined in 23.1 below),

          and each such  report  shall (in the  absence  of  manifest  error) be
          conclusive as to matters contained in it.

1.6       Annual  Budget:  prepare  an annual  budget  for each  financial  year
          (broken down on a monthly  basis and updated on a quarterly  basis) in
          the agreed form,  and (i) provide each such annual budget to the Agent
          as soon as it  becomes  available,  and in any event not later than 45
          days after the commencement of the financial year the subject thereof,
          (ii) provide an update of each such annual budget to the Agent as soon
          as it becomes  available and in any event not later than 20 days after
          the  commencement of each financial  quarter in the financial year the
          subject  thereof,  and (ii)  immediately  upon being  approved  by the
          Parent's  board of directors,  provide to the Agent any  amendments or
          revisions to each such annual budget.

1.7       Reports  and  notices  to  creditors,  Noteholders  and  shareholders:
          provide  to the  Agent  at the  time of issue  thereof  every  report,
          circular,  notice or like document  issued by the Parent or any of its
          Subsidiaries to its creditors (or any class of creditors) generally or
          to the  Noteholders  and  every  notice  convening  a  meeting  of the
          shareholders or any class of the shareholders of the Parent.

1.8       Further information: and each Borrower will, provide to the Agent such
          further financial and other  information  concerning the Group (or any
          member of it) and its affairs as the Agent or any Bank (acting through
          the Agent) may from time to time reasonably require.

1.9       Independent  accountant's report: notify the Agent immediately upon it
          becoming aware that a breach of clause 13.1  (Financial  Covenants) or
          an Event of Default  under any of clauses  14.1(a)  (Non  payment)  or
          14.1(e) to 14.1(n) inclusive  (Cross-default and insolvency events) is
          reasonably likely to occur either  immediately or within the following
          12 months. Upon receiving such notification from the Parent, the Agent
          (acting on the instruction of the Majority Banks) shall have the right
          to require the  preparation of an independent  accountants'  report on
          the financial and business condition and prospects of the Group and/or
          such other  reports as the Majority  Banks shall  require (the cost in
          each case to be borne by the  Parent)  and the  Parent  will (and will
          procure that each other member of the Group will)  provide the persons
          preparing  each  such  report  with  all  assistance  and  information
          requested by them.

                                       3
<PAGE>

2         Adjustment to Event of Default grace period

          The grace period under the Event of Default at clause 14.1(c)  (Breach
          of other  obligations)  of the Credit  Agreement shall be reduced to 5
          Banking Days in so far as it relates to a breach of the obligations or
          undertakings to deliver financial statements,  compliance certificates
          and Auditor's reports required for the Financial  Covenants testing at
          the time and in the manner  stipulated in the relevant  clauses of the
          Credit Agreement.

3         Financial Covenants

3.1       The existing Financial Covenants shall be replaced by:

          (a)  Consolidated EBITDA to Consolidated Net Interest Expenditure; and

          (b)  Consolidated Gross Borrowings to Consolidated EBITDA,

          each to be tested  quarterly on the basis of  management  accounts and
          the annual audited  consolidated  financial  statements.  Consolidated
          EBITDA and Consolidated Net Interest  Expenditure  shall be calculated
          on a rolling  twelve months basis and  Consolidated  Gross  Borrowings
          shall  continue to be  calculated  on the basis of the  average  daily
          outstandings during the most recent two quarters.  The covenant levels
          are set out below.

          The  Parent  will  procure  that the ratio of  Consolidated  EBITDA to
          Consolidated Net Interest  Expenditure for each period date set out in
          column A shall  not be less  than the  corresponding  ratio set out in
          column B

                     A                                   B
          12 month period ending                       Ratio
          ----------------------                       -----
          31 March 2002                                2.50:1
          30 June 2002                                 1.75:1
          30 September 2002                            2.50:1
          31 December 2002                             2.50:1
          31 March 2003                                2.75:1
          30 June 2003                                 3.00:1
          30 September 2003                            3.25:1
          31 December 2003                             3.75:1
          31 March 2004                                4.00:1
          30 June 2004                                 4.50:1
          30 September 2004                            5.00:1

          The  Parent  will  procure  that  the  ratio  of  Consolidated   Gross
          Borrowings  as at the end of, to  Consolidated  EBITDA in respect  of,
          each  period set out in column A shall not be  greater  than the ratio
          set out in column B

                  A                                   B
          12 month period ending                       Ratio
          ----------------------                       -----
          31 March 2002                                5.75:1
          30 June 2002                                 8.50:1
          30 September 2002                            4.75:1

                                       4

<PAGE>

          31 December 2002                             4.75:1
          31 March 2003                                4.25:1
          30 June 2003                                 3.75:1
          30 September 2003                            3.75:1
          31 December 2003                             3.50:1
          31 March 2004                                3.00:1
          30 June 2004                                 3.00:1
          30 September 2004                            2.75:1

3.2       For these purposes:

          "Consolidated   EBITDA"   means,   in  respect  of  any  period,   the
          consolidated trading profits, but before:

          (i)  exceptional items and extraordinary  items separately  identified
               in the relevant (each as profit and loss account);

         (ii)  profits and losses on disposals of capital assets;

        (iii)  amortisation of goodwill and other intangible assets;

         (iv)  depreciation and impairment;

          (v)  Consolidated Gross Interest  Expenditure and interest received or
               receivable; and

         (vi)  Taxes;

          of the Group  for such  period  and  after  taking  into  account  the
          applicable  share of any profit or loss of any joint  venture or other
          person which is not a Subsidiary of the Parent and after deducting (to
          the  extent  otherwise  included)  profits  (or  adding  back  losses)
          attributable  to minority  interests in members of the Group and after
          deducting (to the extent not otherwise deducted) Property Payments;

          and the following  existing  definitions  shall  continue to apply (as
          amended below):

          "Consolidated  Gross  Borrowings"  means the  aggregate  principal  or
          capital amount of all Borrowed Money incurred by the Group  (including
          any fixed or  minimum  premium  payable on final  repayment)  plus the
          aggregate   principal   element  of  Borrowed  Money  secured  by  any
          Encumbrance over all or any part of the undertaking, property, assets,
          rights or revenues of any member of the Group except that:

          (i)  moneys owing by one member of the Group to another  member of the
               Group shall not be taken into account;

         (ii)  to avoid double  counting,  no guarantee of a liability  which is
               already taken into account shall itself be taken into account;

        (iii)  no  liability  shall be taken into  account more than once in any
               computation;

         (iv)  Consolidated  Gross  Borrowings  expressed  in or  calculated  by
               reference to a currency  other than  Sterling  shall be converted
               into  Sterling by reference  to the rate of exchange  used by the
               Parent for the conversion of such currency in accordance with the
               management policy of converting such amounts on a daily basis or,
               if the relevant currency was not thereby  involved,  by reference
               to the rate of exchange or approximate

                                       5

<PAGE>

               rate of exchange ruling on such date and determined on such basis
               as the Agent may determine or approve;

          (v)  the principal amount of Consolidated  Gross Borrowings  deemed to
               be  outstanding  in relation to Finance  Leases or hire  purchase
               agreements  shall be the present  value of the  minimum  lease or
               hire  payments  discounted  at the interest  rate implicit in the
               relevant lease or hire purchase agreement;

         (vi)  Indebtedness in respect of cash collateralised  guarantees issued
               by a Bank or any of its  associates  on  behalf  of the  Group to
               media authorities shall not be taken into account;

        (vii)  Indebtedness of the Group in respect of the guarantees  issued by
               banks on behalf of the  Group to media  authorities  in Korea and
               the United Kingdom shall not be taken into account; and

       (viii)  debit balances at any bank or financial  institution  under the
               cash  management  arrangements  of the Group  shall be taken into
               account  net of the credit  balances of the Group at such bank or
               financial institution to the extent that such credit balances are
               subject to contractual  set-off against such debit balances (both
               before  and  after   insolvency)   under  such  cash   management
               arrangements;

          "Consolidated  Gross  Interest  Expenditure"  means,  in  respect of a
          period, the aggregate amount  (calculated on a consolidated  basis) of
          all  continuing,  regular or  periodic  costs,  charges  and  expenses
          accrued   during  that  period  in  respect  of   Consolidated   Gross
          Borrowings, including:

          (a)  any acceptance commission paid or payable in respect of any bills
               of exchange or other negotiable instruments;

          (b)  any initial issue discount allowed on the issue of debentures (to
               the extent  relating to that period when  amortised over the term
               of such debentures); and

          (c)  the interest component of rentals under Finance Leases,

          but excluding:

          (i)  arrangement  and  other  one-off  fees  (including  the fees (and
               interest  thereon)  referred  to in 4 and 8  below  and  the  PIK
               Management  Fees in respect of the Notes pursuant to the terms of
               the Amended and Restated Note Purchase Agreement),  to the extent
               relating  to that  period  when  amortised  over  the term of the
               relevant Consolidated Gross Borrowings; and

         (ii)  amounts  discounted  for FRS12 or SSAP24  purposes  to the extent
               they are non-cash items;

          "Consolidated Net Interest Expenditure" means, in respect of a period,
          the Consolidated  Gross Interest  Expenditure  accrued for that period
          net of credit interest accrued by the Group during such period; and

          "Property  Payments"  means the  aggregate  amount of (i) the payments
          made by any member of the Group pursuant to leases of unoccupied  land
          or  buildings  of which such  member of the Group is a lessor and (ii)
          the amount by which  payments  under a lease of land or  buildings  of
          which a member of the Group is a lessee  exceeds  the amount of rental
          received  by such  member  of the  Group in  respect  of such  land or
          buildings from any other person;

          and the definition of "Borrowed Money" shall be revised as follows:

     "Borrowed  Money" means  Indebtedness  in respect of (i) money  borrowed or
     raised and debit balances at banks,  (ii) any amount raised pursuant to any
     note purchase facility or the issue of bonds, notes, debentures, loan stock
     or any similar instrument, (iii) any counter-indemnity

                                       6
<PAGE>

          obligation  in respect of a  guarantee,  indemnity,  bond,  standby or
          documentary  letter of credit or any other instrument issued by a bank
          or  financial  institution,  (iv)  acceptance  or  documentary  credit
          facilities,  (v) receivables  sold or discounted  (otherwise than on a
          non-recourse  basis),  (vi)  deferred  payments for assets or services
          acquired where the deferred payment is arranged  primarily as a method
          of  raising  finance  or  financing  the  acquisition  of the asset or
          services acquired  (excluding credit granted in the ordinary course of
          trading for a period not exceeding 120 days (or in the case of Greece,
          Spain and Italy,  not exceeding  180 days) and deferred  consideration
          payments  in respect  of  acquisitions  or  investments  permitted  in
          accordance  with 17.2 and the deferred  consideration  obligations set
          out in schedule 13 to the Credit Agreement), (vii) the capital element
          of Finance Leases and hire purchase contracts,  (viii) (except for the
          purposes of the  definition of  "Consolidated  Gross  Borrowings"  and
          clause 14.1.5 of the Credit Agreement) Derivatives Contracts, (ix) any
          preference  or  other  shares  which  are  mandatorily  redeemable  or
          redeemable  at the  option  of the  holder  thereof  (other  than  the
          preference shares listed in schedule 13 of the Credit Agreement),  (x)
          any other transaction  (including  without  limitation forward sale or
          purchase  agreements where the deferred payment is arranged  primarily
          as a method of raising  finance or financing  the  acquisition  of the
          asset  or  services  acquired)  having  the  commercial  effect  of  a
          borrowing  or raising of money or of any of (ii) to (ix) above and (x)
          guarantees in respect of Indebtedness of any person falling within any
          of (i) to (x) above.

3.3       The following new covenant shall be included:

          Maximum Capital Expenditure

          The  total  Capital  Expenditure  of all  members  of the Group in any
          financial year shall not exceed the Budgeted  Capital  Expenditure for
          such financial year but so that in respect of any financial year where
          the relevant  actual  Capital  Expenditure  (less any amount which was
          carried  forward  from the previous  financial  year) is less than the
          Budgeted Capital  Expenditure for that financial year, an amount equal
          to such deficit may be carried over to the  following  financial  year
          only (and not  otherwise  or further)  and shall be deemed to be spent
          before Budgeted Capital Expenditure in that year.

          "Budgeted Capital  Expenditure" means Capital Expenditure  incurred or
          to be incurred in a financial year up to a maximum of:

          Financial year ending              Amount (pound) millions
          ---------------------              -----------------------
          31 December 2002                             10
          31 December 2003                             17.5
          31 December 2004                             20

          "Capital Expenditure" means any expenditure which should be treated as
          capital expenditure in the audited  consolidated  financial statements
          of the Group in accordance with the Original Accounting Principles.

3.4       In addition the  Consolidated  Net Worth covenant from the Amended and
          Restated  Note  Purchase  Agreement  in respect of the Notes  shall be
          included in the Credit Agreement.

3.5       In  this  term  sheet,   "Financial  Covenants"  means  the  financial
          covenants referred to in this section 3.

4         Restructuring fees and expenses

4.1       The  Parent  shall  enter  into  a  fee  letter   agreeing  to  pay  a
          co-ordination  fee to the  Arrangers  in the form of the draft  letter
          provided.

                                       7

<PAGE>

4.2       The Parent  shall pay to the Banks (pro rata) a  restructuring  fee of
          1.00% of the Total  Commitments which shall be earned on the execution
          of the Agreement in Principle and shall be payable on the execution of
          the Restructuring Deed.

4.3       The  Parent  shall pay to the Banks  (pro  rata) a fee (the  "Deferred
          Fee") calculated at 1.00% of the average daily principal  outstandings
          under the Credit Agreement during the two most recent quarters,  which
          shall accrue quarterly in arrears after the execution of the Agreement
          in Principle, and which shall be payable upon the earliest of:

          (a)  the occurrence of an Event of Default under the Credit Agreement;

          (b)  the  cancellation  of the  Total  Commitments  under  the  Credit
               Agreement; and

          (c)  8 November 2004.

          Interest  on such  Deferred  Fee  shall  accrue at 9.25% per annum and
          shall be payable when such Deferred Fee is payable.

4.4       The Parent  shall enter into fee  letters  agreeing to pay fees to the
          Agent,  the  Swingline  Bank,  and  HSBC  Investment  Bank plc (as the
          security trustee under the terms of the  lntercreditor  Agreement (the
          "Common Security Trustee")) in the form of the draft letters provided.

4.5       The Parent shall pay all expenses of the Finance Parties in connection
          with the proposed Restructuring,  including,  without limitation,  the
          fees and expenses of Norton Rose and  Covington and Burling as counsel
          to the Finance  Parties  and the fees and  expenses of other local law
          counsel  instructed  by Norton Rose on behalf of the Finance  Parties,
          regardless of whether the amendments and waivers are consummated.

5         Drawdown Notices

5.1       In Drawdown  Notices  relating to drawings under the Revolving  Credit
          Facility (other than in the case of rollovers), each of the Parent and
          the relevant  Borrower  shall make an  additional  representation  and
          warranty  that "it is not aware  (after due  enquiry) of any matter or
          event which is reasonably  likely to result in a breach of clause 13.1
          (Financial  Covenants)  or an Event of  Default  under any of  clauses
          14.1(a) (Non payment) or 14.1(e) to 14.1(n)  inclusive  (Cross-default
          and insolvency  events) either immediately on the date of the Drawdown
          Notice or within  the  period  ending 12 months  after the date of the
          drawing."

5.2       In the case of Revolving Credit Advances to be drawn in Sterling,  the
          Borrower  must provide a Drawdown  Notice not later than 1 p.m. on the
          second  Banking Day before the proposed  Drawdown Date. In the case of
          Swingline  Advances  the  Swingline  Borrower  must provide a Drawdown
          Notice  not later than 11 a.m.  (New York City  time) on the  relevant
          Drawdown date.  The notice  periods for all other  drawings  remain as
          currently stated in the Credit Agreement.

6         Margin

          On and  from the  Restructuring  Date the  Margin  shall be 3.25%  per
          annum.

7         Commitment Commission

          The Parent shall pay to the Banks (pro rata) commitment  commission at
          the rate of 1.25%  per  annum on the  daily  undrawn  and  uncancelled
          amount on the Facilities,  payable on the dates falling at three month
          intervals  after the date of the Credit  Agreement and on the last day
          of  the  Availability  Period  in  respect  of  the  Revolving  Credit
          Facility.

                                       8
<PAGE>

8         PIK Management Fee

          The Parent shall pay an additional management fee (the "PIK Management
          Fee") to the Banks (pro rata) to be calculated as a percentage  fee on
          the average daily principal  outstandings  under the Credit  Agreement
          during the two most recent quarters and shall be calculated  quarterly
          in  accordance   with  the  following   table  showing  the  ratio  of
          Consolidated Gross Borrowings to Consolidated EBITDA:

<TABLE>
<CAPTION>
Quarter Ending                  Consolidated Gross Borrowings : Consolidated EBITDA

<S>                  <C>            <C>               <C>               <C>               <C>
March 2002           less than      greater than      greater than      greater than      greater than
                     or equal to        4.60             4.84              5.08              5.32
                       4.60         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        4.84             5.08              5.32

June 2002            less than      greater than      greater than      greater than      greater than
                     or equal to        6.25             6.81              7.38              7.94
                       6.25         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        6.81             7.38              7.94

September 2002       less than      greater than      greater than      greater than      greater than
                     or equal to        3.56             3.84              4.13              4.41
                       3.56         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.84             4.13              4.41

December 2002        less than      greater than      greater than      greater than      greater than
                     or equal to        3.37             3.71              4.06              4.40
                       3.37         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.71             4.06              4.40

March 2003           less than      greater than      greater than      greater than      greater than
                     or equal to        3.40             3.59              3.77              3.96
                       3.40         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.59             3.77              3.96

June 2003            less than      greater than      greater than      greater than      greater than
                     or equal to        3.28             3.40              3.52              3.63
                       3.28         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.40             3.52              3.63

September 2003       less than      greater than      greater than      greater than      greater than
                     or equal to        3.22             3.35              3.49              3.62
                       3.22         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.35             3.49              3.62

December 2003        less than      greater than      greater than      greater than      greater than
                     or equal to        2.89             3.02              3.15              3.27
                       2.89         but less than     but less than     but less than
                                     or equal to       or equal to       or equal to
                                        3.02             3.15              3.27

March 2004           less than      greater than           -                 -                 -
                     or equal to        2.89
                       2.89         but less than
                                     or equal to
                                        3.00

June 2004            less than      greater than            -                -                 -
                     or equal to        2.70
                       2.70         but less than
                                     or equal to
                                        3.00

September 2004       less than      greater than            -                -                 -
                     or equal to        2.70
                       2.70         but less than
                                     or equal to
                                        2.75

Rate                   0.00%            0.50%            1.00%             1.50%             2.00%
</TABLE>

          The  PIK  Management  Fee  shall  be  calculated  using  the  Parent's
          quarterly  Compliance  Certificates  but shall not be  payable  by the
          Parent until the earliest of (i) the cancellation in full of the Total
          Commitments under the Credit Agreement, (ii) the prepayment in full of
          the Notes,  (iii) any  enforcement  of the security  referred to in 20
          below,  (iv) the  occurrence  of any  Event of  Default  specified  in
          clauses   14.1(h)   (Insolvency)   to  (n)   (Analogous   proceedings)
          (inclusive) of the Credit Agreement, (v) any of the Notes becoming due
          and  payable,  whether  automatically  or by  declaration,  or  (vi) 8
          November  2004.  Any PIK  Management Fee that is payable in respect of
          any quarter shall accrue  interest at 9.25% per annum,  which interest
          shall accrue but shall not be payable until the P1K  Management Fee is
          payable. The accrual of interest on the PIK Management Fee shall begin
          as  of  the  quarter-end   date  shown  on  the  relevant   Compliance
          Certificate.

          To the  extent  that the "New  Money"  (as  defined  in the term sheet
          attached to the Agreement in Principle  entitled  "lntercreditor  Term
          Sheet - Key lntercreditor  Restructuring Terms and Conditions) portion
          of the Commitments under the Credit Agreement are repaid and cancelled
          in full at any time or the  Finance  Parties  agree to  eliminate  the
          priority   treatment  of  such  New  Money  under  the  terms  of  the
          Intercreditor  Agreement at any time, any future  accretion of the PIK
          Management  Fee  shall  cease at the  later of that time and 1 January
          2003 (it being  understood  that any PIK  Management Fee that has been
          calculated for any quarter prior to

                                       9
<PAGE>

          such time shall continue to be payable at the relevant time of payment
          as  provided  above and will  continue to accrue  interest  until such
          payment date).


9         Switch of base commitments from US$ to(pound)

          The  base  currency  of the  Commitments  shall be  converted  from US
          dollars to Sterling on the  Restructuring  Date, such conversion being
          at the  Agent's  spot rate of exchange  two Banking  Days prior to the
          Restructuring  Date.  Amounts  drawn shall remain  outstanding  in the
          currencies which they were drawn.

10        Full prepayment events

          The Borrowers  shall prepay all the  Facilities  in whole  immediately
          upon the occurrence of an External Refinancing (which shall be defined
          to mean the borrowing or raising of Borrowed Money (including  without
          limitation,  any public or private  issue of debt  securities)  by any
          member of the Group with a view,  inter  alia,  to the  repayment  and
          cancellation  of any amount of any of the  Facilities)  or the sale or
          other  disposal  of  all  or  substantially  all  of  the  assets  and
          undertakings of the Group  whereupon the Total  Commitments in respect
          of all the Facilities shall be reduced to zero.

11        Rights issue/equity raising

11.1      The  Parent  will not  issue  any  shares  or  otherwise  acquire  any
          additional capital other than:

          (a)  the  issue  of  ordinary  shares  (i) as  consideration  for  the
               acquisitions  referred to in 17.1 below  pursuant to the Parent's
               obligations  (actual or contingent) as at the Restructuring  Date
               or (ii) in consideration  for  acquisitions  permitted under 17.2
               below ((i) and (ii) together being the "Permitted Acquisitions");
               and

          (b)  the issue of ordinary shares for cash payable in full on the date
               of issue  and which  ordinary  shares do not carry any right to a
               return or to redemption nor any right to be converted into shares
               carrying  such  right  before  all  amounts  (whether  actual  or
               contingent)  owing under the Credit  Agreement  have been paid in
               full  and  the  Finance  Parties  have  no  further   obligations
               thereunder, or the granting of an option to call on the Parent to
               issue such shares,

          and the Parent will at all times  procure  that no other member of the
          Group  will  issue any  shares or  otherwise  acquire  any  additional
          capital (or grant any rights to call for the issue or allotment of any
          of the same)  other  than the issue of shares by a member of the Group
          to  another  member of the Group  permitted  under  17.2(a) or 17.2(b)
          provided  that (A) where  the  existing  shares in such  member of the
          Group  are  subject  to an  Encumbrance  under  any  of  the  Security
          Documents,  such  additional  shares  are  also  subject  to  such  an
          Encumbrance  and  (B)  where  such  existing  shares  are  subject  to
          Encumbrances   which  are  structured  to  avoid  an  adverse  US  Tax
          consequence to the Group,  such additional shares shall only be issued
          to the existing holding company of the issuing member of the Group;

11.2      The proceeds (net of reasonable  related costs) of any rights issue or
          other equity raising (other than those  permitted under 11.1(a)) shall
          be applied in mandatory  prepayment and cancellation of the facilities
          under the Credit Agreement.

12        Dividends and other distributions

12.1      The Parent will not:

12.1.1    and will  procure  that no other  member of the Group  will  redeem or
          purchase or otherwise  reduce any of the Parent's share capital or any
          uncalled  capital or unpaid liability in respect thereof or reduce the
          amount  (if any) for the time  being  standing  to the  credit  of the
          Parent's  share  premium  account  or  capital   redemption  or  other
          undistributable  reserve in any manner  (other than a partial  capital
          reorganisation in order to create distributable reserves where no

                                       10
<PAGE>

          amount is paid or becomes payable (including,  without limitation,  by
          way  of  set-off,   combination  of  accounts  or  otherwise)  to  any
          shareholder in the Parent as part of such reorganisation); or

12.1.2    declare,  pay  (including,  without  limitation,  by way  of  set-off,
          combination of accounts or otherwise) or permit to accrue any dividend
          or make any  other  distribution  or  payment  (whether  in cash or in
          specie), including any interest and/or unpaid dividends, in respect of
          its  equity or any other  share  capital  for the time  being in issue
          except  that  it may  declare  and pay a final  dividend  (but  not an
          interim  dividend) in respect of any financial  year after 31 December
          2001, provided that:

          (a)  the Financial  Covenants have been tested and passed as at the 30
               June  Financial  Covenants  test date in the following  financial
               year; and

          (b)  no breach of any of the  Financial  Covenants has occurred and is
               continuing  and no other Default or Event of Default has occurred
               which is continuing; and

          (c)  the ratio of Consolidated Gross Borrowings to Consolidated EBITDA
               was  not  greater   than  3.50:1  on  each  of  two  most  recent
               consecutive Financial Covenant test dates; and

          (d)  the dividend does not exceed 25% of Consolidated  Excess Cashflow
               if the ratio of  Consolidated  Gross  Borrowings to  Consolidated
               EBITDA  was not less than  3.25:1 on each of the two most  recent
               consecutive financial covenant test dates; and

          (e)  the dividend does not exceed 50% of Consolidated Excess Cashflow;
               and

          (f)  not later  than 5 and no more than 15  Banking  Days prior to the
               proposed  date  for the  payment  of that  dividend  the  finance
               director  (or, if he is  unavailable  for any  reason,  any other
               director  in each case in such  directors'  opinion  but  without
               personal  liability)  of  the  Parent  delivers  to the  Agent  a
               certificate in which the Parent certifies (without qualification)
               that:

               (i)  it proposes to pay a dividend and states the amount of it;

              (ii)  no breach of any of the Financial Covenants has occurred and
                    is  continuing  and no other  Default has occurred  which is
                    continuing;

             (iii)  in the  opinion  of the  board of  directors  of the  Parent
                    (acting in good faith and after having  regard  (inter alia)
                    to the current and projected  trading and cash flow position
                    of the Group (such  projections  being  based on  reasonable
                    assumptions), and assuming the making of such dividend):

                    (A)  no breach of clause 13.1  (Financial  Covenants) or any
                         Event of Default is  reasonably  likely to occur either
                         immediately or within the period ending 12 months after
                         the date of the dividend; and

                    (B)  the  Group  is  reasonably  likely  to have  sufficient
                         working capital during such 12 month period,

                    and such certificate  shall be accompanied by (a) a forecast
                    for the  period  of 6 full  months  following  the  proposed
                    payment date  showing the  projected  respective  amounts of
                    Consolidated   EBITDA,    Consolidated   Gross   Borrowings,
                    Consolidated Net Interest  Expenditure,  Capital Expenditure
                    and  Net  Worth  and  their  application  to  the  Financial
                    Covenants in respect of each  Financial  Covenant  test date
                    within  such  period,  such  forecast  to be  based  on  the
                    knowledge of the Parent and the circumstances  then existing
                    at such time together with reasonable assumptions, and (b) a
                    calculation by the Parent of  Consolidated  Excess Cash Flow
                    for the relevant financial year (showing the calculations on
                    which  it is  based)  together  with a  statement  from  the
                    Auditors  as to the amount of the  Consolidated  Excess Cash
                    Flow   confirming   that  in  all   material   respects  the
                    calculation has been made

                                       11

<PAGE>

                    in  accordance  with  the  audited  consolidated   financial
                    statements of the Group for the relevant  financial year and
                    the definition of Consolidated Excess Cash Flow.

12.2      For these purposes:

          "Consolidated  Excess Cash Flow"  means,  in respect of any  financial
          year the Consolidated EBITDA of the Group for such period:

          after the addition of (if not already added):

          (a)  cash  dividends  received from  investments in joint ventures and
               other  persons  which are not  Subsidiaries  of the Parent (after
               Taxes);

          (b)  Tax  rebates  received  in cash  which the Group is  entitled  to
               retain; and

          (c)  any other  non-cash  items  expensed in arriving at  Consolidated
               EBITDA,

          after the deduction of (if not already deducted):

          (i)  payments in respect of Capital Expenditure;

         (ii)  payments of cash exceptional and extraordinary items;

        (iii)  Group Taxes paid;

         (iv)  any other  non-cash  items  credited in arriving at  Consolidated
               EBITDA,

          (v)  Consolidated Net Interest Expenditure;

         (vi)  all cash dividends paid by the Parent and all cash dividends paid
               in respect of minority interests in other members of the Group;

        (vii)  all  repayments  and  prepayments  of the Notes  and all  amounts
               applied in repayment and cancellation of the facilities under the
               Credit  Agreement  (where  crediting  cash  to a cash  collateral
               account  pending such  application is deemed to be such an actual
               prepayment) except for mandatory repayments or prepayments of the
               Notes or the facilities  under the Credit Agreement in accordance
               with 11, 15.1, or 16.6 below to the extent that the proceeds from
               the relevant  transaction  which give rise to such  repayments or
               prepayments are excluded in determining  Consolidated  EBITDA for
               the period;

       (viii)  the principal  amount of rental  payments of Capitalised  Lease
               Obligations;

         (ix)  all   cash   consideration   paid  for   Permitted   Acquisitions
               (including,  without  limitation,  by way of earnouts or deferred
               consideration); and

          (x)  all  amounts  paid  in  connection  with  employee  share  option
               schemes,

          and excluding the applicable  share of any loss or profit of any joint
          venture  or other  person  which  is not a  Subsidiary  of the  Parent
          included in arriving at Consolidated EBITDA,

          in each  case  for,  or  paid  during,  such  financial  year  and all
          calculated on a consolidated basis.

                                       12
<PAGE>

13        Other borrowings

13.1      The negative  undertaking at clause 12.2(b) of the Credit Agreement in
          respect of Borrowed Money will be revised as set out below:

          No other Borrowed Money or finance transactions: it will not, and will
          procure  that no other  member of the Group  will,  incur or permit to
          exist on its behalf any  obligations  in  respect of  Borrowed  Money,
          including  Finance  Leases,  whether on or off balance  sheet,  to any
          person, or any sale and leaseback except:

          (i)  Borrowed Money arising from normal trade credit;

         (ii)  the Borrowed  Money of any persons  acquired by any member of the
               Group  pursuant to the D Acquisition  provided that such Borrowed
               Money  at no  time  exceeds  Korean  Won  16,900,000,000  (or its
               equivalent) in aggregate;

        (iii)  any Borrowed  Money of any person  (other than  pursuant to the D
               Acquisition or the Lighthouse Acquisition) acquired by any member
               of the  Group  after  the  date of  this  Agreement,  where  such
               Borrowed Money was existing at the time of such  acquisition  and
               was not incurred in contemplation of, or in connection with, that
               acquisition  and  where no member  of the  Group  other  than the
               person so acquired has any  obligation  (actual or contingent) in
               respect of such Borrowed  Money (and where such Borrowed Money is
               permitted  under  17.2(c)  below)  and  is  repaid  or  otherwise
               discharged within 30 days of such acquisition;

         (iv)  Borrowed  Money not exceeding  Australian  dollars  10,000,000 in
               aggregate in respect of working capital facilities made available
               in Australia to members of the Group;

          (v)  Borrowed  Money  in  respect  of  debit  balances  at any bank or
               financial  institution under the cash management  arrangements of
               the Group (net of the credit  balances  of the Group at such bank
               or financial  institution to the extent that such credit balances
               are subject to  contractual  set-off  against such debit balances
               (both  before and after  insolvency  under  such cash  management
               arrangements)  where the aggregate of all such net debit balances
               of  the  Group   does  not   exceed   (pound)5,000,000   (or  its
               equivalent);

         (vi)  Borrowed  Money in  respect  of (i) the  Facilities  and (ii) the
               Notes (under the terms of the Note Purchase  Agreements  (and the
               Amended and Restated  Note  Purchase  Agreement) or as such terms
               may be amended in accordance with the lntercreditor Agreement);

        (vii)  Indebtedness  in  respect  of Finance  Leases  provided  that the
               aggregate  amount of the  principal  element of the  Indebtedness
               under such Finance  Leases does not exceed  (pound)2,000,000  (or
               its equivalent) at any time;

       (viii)  performance bonds issued by a member of the Group in respect of
               the obligations  (other than any payment  obligations) of another
               member of the Group in the ordinary course of trading;

         (ix)  Derivatives Contracts entered into in accordance with the Hedging
               Strategy  (as  revised  and agreed with the Agent on or about the
               Restructuring Date);

          (x)  Borrowed  Money owed by one member of the Group to another member
               of the Group (but subject to 18(b));

         (xi)  Borrowed Money in respect of guarantees issued by banks on behalf
               of Group  members  to media  authorities  in Korea and the United
               Kingdom in each case in  connection  with bona fide  arrangements
               for maintenance of media  accreditation in accordance with normal
               industry practice; and

        (xii)  Borrowed  Money in addition to that  permitted by 13.1(i) to (xi)
               not exceeding  (pound)16,000,000 (or its equivalent) in aggregate
               at any given time;

                                     13
<PAGE>

13.2      The sale,  factoring or discounting  of  receivables  and the sale and
          leaseback/sale  and  repurchase of assets will not be permitted  other
          than  the  sale,   factoring  or   discounting  of  receivables  on  a
          non-recourse  basis where the aggregate amount of receivables so sold,
          factored  or  discounted  does  not  exceed   (pound)500,000  (or  its
          equivalent) in aggregate.

14        Permitted Encumbrances/Guarantees

14.1      The definition of Permitted  Encumbrances  at clause 1.2 of the Credit
          Agreement will be revised as set out below:

          "Permitted Encumbrances" means:

          (a)  any Encumbrance  created  pursuant to the terms of this Agreement
               and/or the Security Documents;

          (b)  any right of set-off  arising by operation of law in the ordinary
               course of trading;

          (c)  any  Encumbrance  created in favour of a bank in connection  with
               any bona fide cash management and/or netting arrangements for the
               Group (subject to 17.2(b) below);

          (d)  any lien arising with respect to Taxes of the Group;

          (e)  any  Encumbrance  which the Agent (acting on the  instructions of
               the Majority  Banks) has at any time in writing agreed shall be a
               Permitted Encumbrance;

          (f)  the  Encumbrances  to be  listed  in  schedule  7 to  the  Credit
               Agreement as amended and restated  pursuant to the  Restructuring
               (as agreed  between the Parent and the  Arrangers)  securing  the
               amount set opposite the relevant  Encumbrance in such schedule 7,
               but not any increase in such amount;

          (g)  any Encumbrance given by a member of the Group in connection with
               bona fide arrangements for the maintenance of media accreditation
               of any  member of the Group  provided  that such  members  of the
               Group  purchase  media  (and  give  such  Encumbrances)  only  in
               accordance with normal industry practice;

          (h)  any  Encumbrance  on  assets  acquired  after  the  date  of this
               Agreement  or on assets of a company  which  becomes a Subsidiary
               after  the date of this  Agreement  (which  Encumbrances  were in
               existence at the date of acquisition  or such company  becoming a
               Subsidiary, but were not created in contemplation thereof) but in
               each case only if the maximum amount thereby  permitted from time
               to time to be secured  has not been  increased  on account of, or
               since the date of, the  acquisition  of such asset or the date on
               which such  company  becomes a Subsidiary  and provided  that the
               same is  discharged  in full  within  30 days of the  date of the
               relevant acquisition or such company becoming a Subsidiary

          (i)  any  Encumbrance (a "New  Encumbrance")  created by any member of
               the Group in  substitution  for any  Encumbrance  referred  to in
               paragraph (f) above (an "Existing Encumbrance") provided that (i)
               such Existing  Encumbrance  is  irrevocably  and  unconditionally
               discharged  no  later  than  the  time  of  creation  of the  New
               Encumbrance,  (ii) the New  Encumbrance  relates only to the same
               assets as the  Existing  Encumbrance  and (iii) the  Indebtedness
               secured by the New Encumbrance  does not exceed the  Indebtedness
               secured by the Existing Encumbrance;

          (j)  any  Encumbrance  created in favour of a plaintiff or a defendant
               in any action,  or the court or tribunal before which such action
               is brought,  as security for costs for expenses  where any member
               of the Group is  prosecuting or defending such action in the bona
               fide interest of such member and/or any other member of the Group
               provided   that  the  total   amount   secured  does  not  exceed
               (pound)500,000;

                                       14
<PAGE>

          (k)  the trust established in accordance with the terms of the letters
               dated 21st August 1997 to beneficiaries of the support  agreement
               dated 1st  October  1987 and made  between the Parent (1) and Ted
               Bates Worldwide Inc. (2);

          (l)  liens  arising by  operation  of law or by way of contract in the
               ordinary  course of  business  to the extent  that the same would
               otherwise  arise  by  operation  of law and are not  incurred  in
               connection with the raising of finance;

          (m)  any  Encumbrance  constituted by a Finance Lease  permitted under
               13.1;

          (n)  any  pledge  of  documents  of  title  relevant  to the  asset as
               security for the  liabilities of a member of the Group in respect
               of a documentary credit facility taken out in the ordinary course
               of business;

          (o)  any  retention  of title to goods  supplied  to any member of the
               Group where that  retention  is  required by the  supplier in the
               ordinary course of its trading activities and on customary terms;

          (p)  any  Encumbrance  granted  by a member of the Group over any rent
               deposits  as  security  for  rental  payments  to be made by such
               member of the Group  under or  pursuant  to any lease of premises
               used for its business; and

          (q)  any  Encumbrance not otherwise  permitted  pursuant to paragraphs
               (a)  to  (p)  above  (inclusive)  and  securing  Indebtedness  in
               aggregate not exceeding (pound)2,000,000;

14.2      The  definition  of Permitted  Guarantees  at clause 1.2 of the Credit
          Agreement will be revised as set out below:

          "Permitted Guarantees" means:

          (a)  any guarantee which the Agent (acting on the  instructions of the
               Majority  Banks)  has at any time in  writing  agreed  shall be a
               Permitted Guarantee;

          (b)  any guarantee  given by a member of the Group of the  obligations
               of any  Guarantor,  any guarantee  given by a member of the Group
               which is not a Guarantor of the  obligations of another member of
               the Group which is also not a Guarantor and any  guarantee  which
               constitutes a Permitted Investment (as defined in 17.2 below);

          (c)  any  guarantee  given by any  member of the Group to be listed in
               schedule  9 to the  Credit  Agreement  as  amended  and  restated
               pursuant to the  Restructuring  (as agreed between the Parent and
               the Arrangers)  guaranteeing the amount set opposite the relevant
               guarantee  in such  schedule  9,  but not  any  increase  in such
               amount;

          (d)  any guarantee given by a company which becomes a Subsidiary after
               the date of this Agreement  (which  guarantee was in existence at
               the date such company becomes a Subsidiary and was not created in
               contemplation  thereof) but only if the maximum amount guaranteed
               has not been  increased  on account of or since the date on which
               such company  becomes a Subsidiary  and provided that the same is
               discharged  within 30 days of the  relevant  company  becoming  a
               Subsidiary;

          (e)  any guarantee given by a company in the Group in favour of a bank
               in connection with any bona fide cash  management  and/or netting
               arrangements for the Group (subject to 17.2(b) below);

          (f)  any guarantee  given by a member of the Group in connection  with
               bona fide arrangements for the maintenance of media accreditation
               of any  member of the Group  provided  that such  members  of the
               Group  purchase  media  (and  give  such   guarantees)   only  in
               accordance with normal industry practice;

                                       15

<PAGE>

          (g)  any indemnity  given by a member of the Group  required by a bank
               as  part of its  normal  terms  and  conditions  for  transacting
               business  indemnifying  such bank against costs and losses it may
               sustain as a  consequence  of  accepting  telephone  or facsimile
               instructions  from such member of the Group;  and

          (h)  any  counter  indemnity  given  by any  member  of the  Group  in
               connection with a Bid Bond;

15        Disposals

15.1      The mandatory  prepayment and cancellation of the facilities under the
          Credit  Agreement  will be required  from the proceeds of disposals as
          follows:

15.1.1    Subject to 15.1.2 below,  but without  prejudice to 15.2 below, if any
          member of the Group disposes of any assets (including shares and fixed
          assets) to any person which is not a member of the Group, of which:

          (a)  the  aggregate  Net Proceeds are at  least (pound)500,000 (or its
               equivalent  at  the  date  of the  disposal)  (each  a  "relevant
               disposal"); and

          (b)  the aggregate Net Proceeds of relevant disposals in any financial
               year are in excess of (pound)5,000,000  (or its equivalent at the
               date of disposal),

          the Parent  shall (or shall  procure  that it and the other  Borrowers
          shall),  apply an amount equal to the  aggregate  Net Proceeds of such
          relevant  disposals  which are in excess of  (pound)5,000,000  (or its
          equivalent) in mandatory prepayment and cancellation of the facilities
          under  the  Credit  Agreement  in  accordance  with  the  terms of the
          lntercreditor Agreement.

          "Net Proceeds"  means,  in respect of a disposal of an asset or any of
          the matters referred to in 16.6, the full amount of proceeds  received
          by a member of the Group in respect thereof less the reasonable  costs
          incurred by the relevant  member of the Group in relation  thereto for
          which purpose (a) such proceeds shall be taken to include, in addition
          to consideration  directly  attributable to the disposal of such asset
          or such  matter,  any  amount  owing to and  set-off  by the  relevant
          purchaser  or other  relevant  third party (b) any  proceeds  received
          otherwise  than in cash will be treated as Net Proceeds  only upon the
          subsequent  realisation of cash from such proceeds and (c) "reasonable
          costs  incurred  by  the  relevant   member  of  the  Group"  includes
          reasonable   legal  fees,   agents'   commissions,   auditors'   fees,
          registration   fees  and  Taxes  paid  or  properly  provided  for  in
          accordance with the Appropriate  Accounting Principles (where such Tax
          is likely to become payable within the following 18 months, or, in the
          case of any of the matters referred to in 16.6.1 or 16.6.4 only, where
          the Parent  demonstrates  to the reasonable  satisfaction of the Agent
          that such Tax will become payable after such period);

15.1.2    The  provisions  of 15.1.1  above  will not apply in  relation  to the
          disposals referred to in 15.2.1(a), (c), (d), (e), (f), and (g) below.

15.2      Clause 12.2(d) (Negative  undertaking:  disposals) shall be revised as
          follows:

15.2.1    Each Borrower will not and will procure that none of its  Subsidiaries
          will sell, transfer,  lease,  surrender,  lend or otherwise dispose of
          the whole or any part of its present or future undertakings, assets or
          revenues whether by one or a series of transactions related or not (or
          enter  into any  binding  commitment  to do any of the  same  (whether
          conditional or otherwise)) (each a "disposal") except for:

          (a)  the disposal of  stock-in-trade  in the ordinary course of day to
               day trading;

          (b)  any disposal  for cash on arm's length terms where the  aggregate
               of the greater of the  consideration  and the market value of all
               such  disposals  does  not  exceed   (pound)10,000,000   (or  its
               equivalent)  provided  that the  aggregate  Net  Proceeds of such
               disposal  are applied as (and to the  extent)  required by  1.1.1
               above; and

                                       16

<PAGE>

          (c)  any disposal by:

               (i)  a member of the Group to a Guarantor; and

              (ii)  a member of the Group  which is not a  Guarantor  to another
                    member of the Group which is not a Guarantor,

               but so that in each case where any such  asset is  shares,  other
               ownership  interests  in any person or entity,  real  property or
               real  estate  (or  related   insurance   policies),   receivables
               (including  intra-Group debts) or, in each case, rights or claims
               in respect of any such asset and is subject or is expressed to be
               subject to an Encumbrance  pursuant to any Security Document such
               disposal  shall  only be  permitted  either  where  the  Agent is
               satisfied  that  the  guarantee  given  by  the  disposee  of the
               obligations  of the Parent,  Borrowers,  Guarantors  and security
               providers under (inter alia) the Credit Agreement,  the Notes and
               the Security  Documents  is not limited to a greater  extent than
               that given by the disposer  and that either (A) such  Encumbrance
               is not  prejudiced  as a result of such disposal or (B) the asset
               concerned becomes subject to a fully enforceable, legally binding
               Encumbrance  in favour of the  Common  Security  Trustee  and the
               other Finance Parties and Noteholders substantially equivalent to
               or better than such other  Encumbrance or with the consent of the
               Agent (acting on the instructions of the Majority Banks);

          (d)  dealings  with trade  debtors  with  respect to book debts in the
               ordinary course of trading;

          (e)  disposals of cash on arm's length terms not otherwise  prohibited
               by the Credit Agreement and Security Documents;

          (f)  disposals which constitute  Permitted  Investments (as defined in
               17.2 below); and

          (g)  the  disposals  permitted by 16.5  provided  that the proceeds of
               such disposals are applied in accordance with 16.6;

          and so that  where the  asset or  assets  the  subject  of a  disposal
          permitted  by this  paragraph  (whether  pursuant to  15.2.1(a) to (g)
          above or with the prior  written  consent  of the Agent  acting on the
          instructions  of the Majority Banks (but excluding the assets referred
          to in the last  paragraph  of  15.2.1(c)  in the case of any  disposal
          under such clause)) is or are subject to an Encumbrance created by the
          Security Documents, the consent of the Agent (but without prejudice or
          responsibility to or in respect of any other requisite  consent) shall
          be granted  (and shall be deemed to be granted) for the release of the
          Encumbrance  created  by  the  Security  Documents  over  such  assets
          provided that no Default shall have occurred and be continuing neither
          remedied nor waived (and the Agent is  irrevocably  authorised  by the
          Finance Parties to grant such releases or, as appropriate, to instruct
          and/or  authorise the Common  Security  Trustee to grant such releases
          without  reference  to  the  Finance  Parties)  and  the  Agent  shall
          accordingly instruct the Common Security Trustee to grant the relevant
          releases.

16        Zenith

16.1      The Parent will undertake that no member of the Group will  terminate,
          amend or vary (or acquiesce in any termination, amendment or variation
          of) the terms of the Joint Venture  Agreement  dated 27 September 2001
          with Publicis  Group S.A. (the "JVA") in a way which might  reasonably
          be expected to adversely  affect the Group's rights or interests under
          or in respect of the put and call options  contained  therein relating
          to the Group's  shares in Zenith  Optimedia  Group Limited  ("Zenith")
          (except  as  required  by 16.2  below) or which  might  reasonably  be
          expected to  adversely  affect (or delay) the amount of receipt of any
          amount referred to in 16.6 below.

16.2      The Parent shall transfer its shares in Zenith Optimedia Group Limited
          to Sonic Sun  Limited,  an English  wholly-owned  non-trading  solvent
          subsidiary  of the Parent,  in  accordance  with the terms of the JVA.
          Sonic Sun  Limited  will be  subject  to the  guarantee  and  security
          requirements set

                                       17
<PAGE>

          out in  20.1(a) of this term sheet  (save that the  security  will not
          cover the shares in Zenith  while the consent of  Publicis  Group S.A.
          has not been obtained).

16.3      Sonic Sun Limited  will not carry out any  trading,  business or other
          activity or own any  material  assets other than holding the shares in
          Zenith,  acting in relation to the joint  venture  constituted  by the
          JVA, and complying with the call options or exercising the put options
          under  the JVA and will not  incur  any  material  liabilities  of any
          nature  whatsoever  (whether  actual  or  contingent)  other  than (i)
          liabilities for reasonable  professional  fees (ii) liabilities  under
          the JVA (iii) liabilities under the Security  Documents to which it is
          party and (iv) liabilities which will arise if it were wound up;

16.4      Any and all of the Group's right, interest and title in respect of the
          shares in Zenith will be held at all times by Sonic Sun Limited.

16.5      Sonic Sun  Limited  will not  transfer  or  otherwise  dispense of any
          interest  in any of the  shares  it holds  from time to time in Zenith
          other than (i)  pursuant  to the  exercise  of a call  option or a put
          option  under the JVA or (ii) a  disposal  to a person  which is not a
          member of the Group and where the net proceeds of such disposal are at
          least equal to the net  proceeds  which would be received by the Group
          following the exercise of such a put option at such time, in each case
          where the resulting  proceeds are applied in accordance  with 16.6 and
          will not create any Encumbrance over any interest in any of the shares
          it holds from time to time in Zenith except under a Security Document.

16.6      The mandatory  prepayment and cancellation of the facilities under the
          Credit Agreement will be required from the Net Proceeds of:

16.6.1    any  exercise  of the put or call  options  under the JVA or any other
          disposal of shares (or other interests) in Zenith;

16.6.2    any claims for  damages or other  remedies in respect of any breach of
          the put and call options in the JVA;

16.6.3    any   claim   in   respect   of  all   warranties,   indemnities   and
          representations  contained  in the JVA to the extent  connected to the
          put and call options; and

16.6.4    any  Flotation of, or sale or other  disposal of all or  substantially
          all  of  its  assets  and  undertakings  by,  Zenith  or  any  of  its
          Subsidiaries.

17        Acquisition/joint ventures/investments

17.1      Subject to further review by the Arrangers, the acquisitions listed in
          the Earnout  Projections  for 2002 to 2004  provided by the Parent and
          dated 4  February  2002  shall be the basis of the  revised  Permitted
          Acquisitions listed in schedule 12.

17.2      Save for  Permitted  Acquisitions,  each  Borrower  will not, and will
          procure  that  none of its  Subsidiaries  will,  acquire  or make  any
          investment in any companies,  joint ventures or  partnerships or other
          persons or acquire any businesses (or interests therein) (or commit to
          do any of the same (whether conditionally or otherwise)) except for:

          (a)  investments  in the then existing  Guarantors (or a member of the
               Group or a newly formed entity which in each case  simultaneously
               becomes a  Guarantor)  and  investments  by a member of the Group
               which is not a Guarantor in another  member of the Group which is
               not a Guarantor;

          (b)  Permitted Investments (as defined below); and

          (c)  the acquisition of related businesses  (including companies where
               the liability of its  shareholders is limited to their respective
               share  capital in such company but not other  entities)  provided
               that:

                                       18
<PAGE>


               (i)  the  consideration   (without  double  counting  within  the
                    Group),   including,   without   limitation,   any  deferred
                    consideration  (whenever  payable),  and the  obligations in
                    respect of Borrowed  Money of any such  company  immediately
                    following its  acquisition or repaid  directly or indirectly
                    by any member of the Group or otherwise assumed by the Group
                    and taking the value of any  non-cash  consideration  at the
                    higher of its stated  value under the  agreement(s)  for the
                    acquisition  in  question  and  the  market  value  of  such
                    consideration  on the date such  agreement(s)  were  entered
                    into by the Group,  in respect of all such  acquisitions  by
                    the Group (other than consideration  constituted by ordinary
                    shares in the Parent issued or  transferred  to the relevant
                    vendor (or as it may  direct))  shall not exceed  $2,000,000
                    (or its equivalent) in aggregate in any financial year; and

              (ii)  the  consideration  constituted  by  ordinary  shares in the
                    Parent issued or transferred  to the relevant  vendor (or as
                    it may direct)) in respect of any single  acquisition  shall
                    not exceed $20,000,000 (or its equivalent); and

             (iii)  the finance  director of the Parent  delivers a  certificate
                    to the Agent at least 5 Banking  Days  before  any member of
                    the  Group  enters  into  any  commitment   (conditional  or
                    otherwise) to make such an  acquisition in which the finance
                    director of the Parent  confirms  that in his  opinion  (but
                    without any  personal  liability on the part of such finance
                    director):

                    (A)  the  Parent  is  basing  such  certificate  on the most
                         recent financial  information relating to such business
                         which has been obtained by the Parent (acting prudently
                         and  reasonably)  and the Group's latest  forecasts and
                         projections  (which  are fair and  reasonable  and have
                         taken full and proper  account of the business to be so
                         acquired (including, without limitation, all contingent
                         liabilities   relating   to  the   business  to  be  so
                         acquired));

                    (B)  the business to be so acquired is not  insolvent and is
                         EBITDA  positive (as determined in accordance  with the
                         definition of Consolidated  EBITDA in 3.2, but adjusted
                         to exclude the effect of historic  non-recurring  costs
                         which  will no  longer  be  incurred  by that  business
                         following its acquisition);

                    (C)  such acquisition is not, and the Parent it is not aware
                         (after due  enquiry)  of any matter or event  which is,
                         reasonably  likely  to  result in a breach of clause 13
                         (Financial  Covenants) or an Event of Default under any
                         of clauses  14.1(a)  (Non  payment)  or 14.1(e)  (Cross
                         Default) to 14.1.(n) (Analogous  proceedings) inclusive
                         either  immediately  or  within  the  period  ending 12
                         months after the date of such acquisition;

                    (D)  the  Group  is  reasonably  likely  to have  sufficient
                         working  capital  during  the  period  ending 12 months
                         after the date of such acquisition;

                    (E)  after  taking  into  account  any  Capital  Expenditure
                         incurred by the Group in making such  acquisition,  the
                         Group  will  still  be  able,  in  compliance  with the
                         Financial  Covenant  in 3.3,  to  undertake  sufficient
                         Capital  Expenditure  so as to  properly  maintain  its
                         businesses during the period ending 12 months after the
                         date of such acquisition;

                    (F)  in the case of  acquisitions  by  members  of the Group
                         that are not Guarantors, such acquisition is not funded
                         directly or indirectly by any Guarantor,  other than to
                         the extent such funding is a Permitted Investment; and

                    (G)  no Default  has  occurred  which is  continuing  and no
                         Default will arise as a result of such acquisition; and

                                       19

<PAGE>

          (iv) no Default has occurred  which is continuing  and no Default will
               arise as a result of such acquisition, and

          for the  avoidance of doubt,  any such  acquired  businesses  shall be
          immediately subject to the provisions of 13.1 and 20.

          Subject  to the  proviso  below,  "Permitted  Investments"  means  (i)
          investments  in the shares of or other  ownership  interests  in, (ii)
          loans  or  credit  granted  to,  (iii)  disposals  to  (not  otherwise
          permitted under 15.2.1(a) to (e) inclusive or clause  15.2.1(g)),  and
          (iv) guarantees of the  Indebtedness of, any member of the Group which
          is not a Guarantor (or such  investments in  establishing a new entity
          which once formed is a member of the Group  which is not a  Guarantor)
          where the aggregate of such investments,  loans, credit, disposals and
          guarantees  made in the relevant  financial  year,  together  (without
          double  counting) with the Pooling Borrowed Money at any relevant time
          during such financial year, at no time exceeds:

          (a)  (pound)20,000,000  (or its equivalent)  during the financial year
               ending 31 December 2002; or

          (b)  (pound)15,000,000  (or its  equivalent)  during  each  subsequent
               financial year.

          Provided  that,  for the  purposes  of the  definition  of  "Permitted
          Investments":

               (i)  "Pooling  Borrowed  Money" means,  at any relevant time, the
                    aggregate of the Borrowed  Money of any members of the Group
                    which  are  not   Guarantors   under  any  cash   management
                    arrangements  in respect of which any  Guarantor  grants any
                    guarantee,  rights of  set-off or any other  Encumbrance  or
                    grants an intra-Group loan;

              (ii)  the value  attributable  to a disposal  of an asset shall be
                    the market value of the disposed asset; and

             (iii)  the relevant  aggregate limit applicable  during a financial
                    year shall be increased by the amount of (A) any  repayment,
                    release  or  cancellation  (whether  in whole or in part) of
                    loans, credits and guarantees  previously taken into account
                    for the purpose of determining  compliance  with  "Permitted
                    Investments"   during  such  financial  year  and  (B)  cash
                    proceeds  (to the extent  not  already  taken  into  account
                    pursuant to (A)),  (net of related costs and Taxes) received
                    by a  Guarantor  from a member of the  Group  which is not a
                    Guarantor in such  financial  year under a series of related
                    transactions  involving an investment in such  non-Guarantor
                    made by such Guarantor  within 13 months of such receipt and
                    previously taken into account for the purpose of determining
                    compliance with "Permitted  Investments" (to the extent that
                    such net cash  proceeds  do not  exceed  the  amount of such
                    investment so taken into account).

18        Loans and Guarantees

          Each Borrower will not, and will procure that none of its Subsidiaries
          will, make any loans, grant any credit (except for normal trade credit
          in the ordinary  course of  day-to-day  trading) or give any guarantee
          save for:

          (a)  Permitted Guarantees to or for the benefit of any person; and

          (b)  loans or credit to a Guarantor or loans or credit from one member
               of the Group which is not a Guarantor to another  member of Group
               which is not a  Guarantor  and loans or credit  which  constitute
               Permitted Investments.

19        Cash management undertakings

19.1      The Parent will use its best  endeavours  to procure that cash held by
          members  of the  Group  which  are not  Guarantors  and  which  is not
          required  to meet  working  capital  liabilities  will be  repatriated
          directly or indirectly  to the bank account of a Guarantor  located in
          England  and  Wales or the  United  States,  to the  extent  that such
          repatriation can be done in a legal and tax-

                                       20

<PAGE>

          efficient    manner   and   without    incurring   costs   which   are
          disproportionate to the benefit to the Finance Parties.

19.2      The members of the Group will conduct their Cash Pooling  Arrangements
          in the UK, the US and the  Euro-Zone  with a Bank or Banks,  excluding
          the Cash Pooling Arrangements in place as at the date of the execution
          of the Agreement in Principle  with non-Banks in Germany and Italy (to
          be  specifically  identified  in the Credit  Agreement  as amended and
          restated pursuant to the  Restructuring  Deed) and except as otherwise
          agreed in writing with the Agent.

19.3      The Parent  will not permit  any member of the Group  incorporated  or
          formed in the  United  States or in  England  and Wales  that is not a
          Guarantor  to be a party to any  Cash  Pooling  Arrangements  with any
          other  member or members  of the Group,  other than where the value of
          any loans, credit,  rights of set-off,  guarantee or other Encumbrance
          provided  to such  member  or  members  of the Group  does not  exceed
          (pound)500,000  and (for the  avoidance of doubt) such loans,  credit,
          rights of set-off,  guarantee or other  Encumbrance  is subject to the
          provisions of 17.2(b) of this term sheet.

          For these purposes:

          "Cash Pooling  Arrangements" means arrangements for the pooling of the
          balances of any two or more Group  member's bank accounts  pursuant to
          which  arrangements  any such member of the Group  grants a guarantee,
          rights of set-off or any other  Encumbrance  or transfers cash between
          the relevant bank accounts pursuant to an intra-Group loan.

          "Euro Zone" means each country that is a Participating Member State.

          "Participating  Member  State"  means a member  state of the  European
          Union that has  adopted or adopts the single  currency  in  accordance
          with the Treaty.

          "Treaty" means the Treaty establishing the European Economic Community
          being the  Treaty of Rome of 25 March  1957 as  amended  by the Single
          European  Act 1986 and the  Maastricht  Treaty  (which was signed on 7
          February  1992 and came into  force on 1  November  1993) as  amended,
          varied or supplemented from time to time.

20        Guarantees and security

20.1      A guarantee and security  package will be required.  This will include
          (subject to the  limitations  and issues  noted at the end of schedule
          1):

          (a)  guarantees  from,  and first ranking  fixed and floating  charges
               over, all the assets and  undertaking of the members of the Group
               incorporated  in England and Wales listed in Part 1 of schedule 1
               (and the issued share capital of each of these  companies  (other
               than the Parent)  will be the subject of a  pledge/charge  by its
               parent); and

          (b)  to the extent capable of being provided, guarantees from material
               members  of the  Group  incorporated  in  the  US,  Germany,  the
               Netherlands  and Australia as set out in Part 2 of schedule 1 and
               pledges/charges over the issued share capital of those companies.

20.2      All guarantees and security  documents  shall be in form and substance
          satisfactory to the Agent.

20.3      Clause  12.1(o)  will be revised to include an ongoing  obligation  to
          procure that Material Subsidiaries  incorporated in England and Wales,
          the US, Germany and the  Netherlands  provide  guarantees and security
          consistent  with  20.1,  to  the  extent  capable  of  being  provided
          (excluding  any   Subsidiaries   of  the  Parent  which  are  Material
          Subsidiaries as at the  Restructuring  Date but which are not required
          to provide guarantees or security as a condition to the Restructuring,
          so long as the reasons  for such  security  not being so required  are
          continuing). Materiality for this purpose will be based on the revised
          definition of "Material Subsidiary" set out in 23 below.

20.4      The terms and  principles  governing  the taking of security both as a
          condition to the Restructuring and as an ongoing  obligation after the
          Restructuring Date shall be agreed

                                       21

<PAGE>

          between the  Parent,  the Agent and the Common  Security  Trustee in a
          security  memorandum  dated on or about  the  Restructuring  Date (the
          "Security Memorandum").

20.5      The guarantee and security package will be held by the Common Security
          Trustee (or its agents) and will secure all amounts  outstanding under
          (inter  alia)  the  Credit  Agreement,  the  Notes  and  the  Security
          Documents on the basis set out in the Intercreditor Agreement.

21        Prepayments under the Credit Agreement

21.1      All  voluntary and mandatory  prepayments  under the Credit  Agreement
          shall  first be applied  firstly in  prepayment  of  Revolving  Credit
          Advances   outstanding   under  the  Credit  Agreement  prior  to  the
          Restructuring  Date (or any  rollover of such  Advances),  secondly in
          prepayment of all other  outstanding  Revolving Credit  Advances,  and
          thirdly  in pro rata  prepayment  of the  Swingline  Facility  and the
          Overdraft Facility.

21.2      All  prepayments  shall result in the  cancellation  of an  equivalent
          amount of the relevant Commitments.

21.3      Any  prepayment  under  the  Credit  Agreement  shall  be  made in the
          currency  in  which  the  relevant  Advance  or  Utilisation  is  then
          denominated  together  with:  (a)  accrued  interest  to the  date  of
          prepayment; (b) any additional amount payable under clauses 10.5, 16.2
          or 16.5 of the Credit  Agreement;  (c) all other  sums  payable by the
          Borrowers to the relevant  Finance Parties under the Credit  Agreement
          including,  without  limitation,  any  accrued  commitment  commission
          payable  under clause  9.1(c) of the Credit  Agreement and any amounts
          payable under clause 15.1 of the Credit  Agreement,  and (d) where the
          Facilities are prepaid and cancelled in full, the Deferred Fee and the
          P1K Management Fee and interest accrued  thereon.

22        Material Adverse Effect revisions

22.1      "Material  Adverse  Effect" to be  redefined as meaning a reference to
          any effect,  event or circumstance  (on its own or in combination with
          other effect, events or circumstances):

          (a)  which is, or is reasonably  likely to be,  materially  adverse to
               (i)  the  ability  of any  of  the  Parent,  the  Borrowers,  the
               Guarantors  or  the  security  providers  to  perform  any of its
               obligations   under  the  Bank  Finance  Documents  or  (ii)  the
               business,  assets or financial  condition of the Group taken as a
               whole; or

          (b)  results in, or is reasonably  likely to result in any of the Bank
               Finance  Documents  not being  legal,  valid and binding on, and,
               enforceable substantially in accordance with their terms, against
               any party thereto.

          "Bank Finance Documents" will be defined to mean the Credit Agreement,
          the Restructuring  Deed, the Substitution  Certificates,  the Borrower
          Accession Agreements, the Overdraft Borrower Accession Agreements, the
          fee letters, the Security Documents,  the Intercreditor Agreement, the
          Agreement in Principle and any documentation from time to time entered
          into between the Overdraft  Borrowers and the Overdraft  Bank relation
          to the Overdraft Facility,

22.2      Clause  14.1(t)  (Material  Adverse  Effect)  to be amended so that an
          Event  of  Default   arises  upon  the  occurrence  of  any  event  or
          circumstance   which,   in  opinion  of  the  Majority  Banks  (acting
          reasonably):

          (a)  is, or is reasonably likely to be, materially  adverse to (i) the
               ability of any of the Parent,  the  Borrowers,  the Guarantors or
               the  security  providers  to pay any sum due from it under any of
               the  Bank  Finance  Documents,  (ii)  the  ability  of any of the
               Parent,  the Borrowers,  the Guarantors or the security providers
               to comply with any of its obligations or  undertakings  expressed
               to be assumed by it under 1.1,  1.2,  1.4 and 1.5 at the time and
               in the manner  stipulated in those  paragraphs of this term sheet
               (or within the grace period  applicable  under 2 (Breach of other
               obligations)),  (iii)  the  ability  of any of  the  Parent,  the
               Borrowers,  the  Guarantors  or the security  providers to comply
               with any of its obligations

                                       22

<PAGE>

               or undertakings  expressed to be assumed by it under clauses 12.2
               (Negative  undertakings),  or 13  (Financial  covenants)  of  the
               Credit  Agreement,  (iv) the  ability of any of the  Parent,  the
               Borrowers,  the  Guarantors or the security  providers to perform
               any of its obligations under any of the Security Documents or (v)
               the business, assets or financial condition of the Group taken as
               a whole; or

          (b)  results in, or is reasonably  likely to result in any of the Bank
               Finance  Documents  not being  legal,  valid and binding on, and,
               enforceable substantially in accordance with their terms, against
               any party thereto.

23        Material Subsidiary revisions

23.1      "Material  Subsidiary" to be redefined to mean any member of the Group
          which is party to (inter  alia) the  Credit  Agreement  or a  Security
          Document or any other Subsidiary of the Parent:

          (a)  whose EBITDA, together with that of its Subsidiaries, is equal to
               or exceeds 3 per cent.  of the  Consolidated  EBITDA of the Group
               (where EBITDA shall be construed appropriately in respect of such
               member  of  the  Group  by   reference  to  the   definition   of
               Consolidated EBITDA); or

          (b)  whose gross revenues, together with those of its Subsidiaries, is
               equal  to or  exceeds  3 per  cent.  of  the  consolidated  gross
               revenues of the Group; or

          (c)  to which has been  transferred  (whether by one  transaction or a
               series of transactions,  related or not) all or substantially all
               of the assets of another  member of the Group which,  immediately
               prior  to that  transaction  or any of the  transactions  in that
               series, was a Material  Subsidiary as determined under paragraphs
               (a) or (b) above; or

          (d)  which is a holding  company of a Material  Subsidiary  determined
               under paragraphs (a) to (c) above,

          as  determined  by reference to the then latest  quarterly  management
          accounts  of  the  Group  delivered  under  1.2,  the  latest  audited
          consolidated  financial  statements  for the time  being of the  Group
          delivered  under  1.1  and  such  other  financial  statements  of the
          relevant  members  of the Group  (prepared  on the same  basis as such
          financial  statements delivered in accordance with 1 in respect of the
          same period to which such other  financial  statements  relate) as are
          necessary  for  the  relevant  Compliance   Certificate  or  Auditors'
          Financial  Covenants  report to be duly  completed  and  delivered  in
          accordance with 1.4 and 1.5, provided that (i) in the case of a member
          of the Group  acquired  after the end of the  period to which the then
          latest  financial  statements of the Group  delivered under 1.1 or 1.2
          relate,  the reference to such then latest financial  statements shall
          (until financial statements have been delivered under such clauses for
          the  period  in which  such  acquisition  is made) be  deemed  to be a
          reference  to  a  consolidation   (in  accordance  with  the  Original
          Accounting  Principles) of such then latest  financial  statements and
          the latest  financial  statements of such acquired member of the Group
          for such  period  and (ii) a report  of the  Auditors  to the  Finance
          Parties  that a  Subsidiary  of  the  Parent  is or is not a  Material
          Subsidiary (in  accordance  with this  definition)  when delivered (as
          part of the  Auditors'  report or otherwise)  shall be conclusive  and
          binding on the parties hereto.

24        Transferability

24.1      The  Banks  will  be  permitted  to  transfer  their  Commitments  and
          Contributions to any bank or financial  institution after consultation
          with the Parent but without requiring the consent of the Parent or the
          Borrowers, subject to the Borrowers being not obliged to gross up to a
          greater extent than they were in relation to the relevant transferor.

24.2      The definition of Qualifying Bank will be updated and will speak as at
          the Restructuring Date.

                                       23

<PAGE>

25        Other revisions to the Facilities Agreement

25.1      Representations and warranties appropriate to the secured transactions
          shall be made  including a  representation  and warranty in respect of
          all information and projections  provided to the Arrangers in relation
          to the Restructuring.

25.2      An  additional  Event of  Default  will occur  under  clause 14 of the
          Credit Agreement where there is an Event of Default (as defined in the
          Amended and Restated  Note Purchase  Agreement)  under the Amended and
          Restated  Note Purchase  Agreement  regardless of any waiver under the
          Amended and Restated Note Purchase Agreement.

25.3      The Parent  undertakes  to  promptly  provide  the Agent with  written
          notice of the occurrence of any Control Event.  For these purposes (1)
          "Control  Event"  means (A) the  announcement,  by or on behalf of any
          person or associate  person or persons,  in accordance with Rule 25 of
          the City Code on Takeovers and Mergers, of a firm intention to make an
          offer to the  holders  of the  ordinary  shares of the  Parent or of a
          proposal  for a scheme of  arrangement,  which offer or  proposal,  if
          accepted or approved (as the case may be) by the  requisite  number(s)
          of holders  and if the other  conditions  thereto  were  satisfied  or
          waived, would result in a Change of Control (but, for the avoidance of
          doubt,  "Control Event" shall not include any preliminary  approach or
          negotiations by any person or group of person to or with the Parent in
          respect of any such offer), (2) a "Change of Control" shall occur if a
          person  (whether  alone or  together  with any  associated  person  or
          persons)  becomes the  beneficial  owner of shares in the issued share
          capital of the Parent  carrying the right to exercise more than 50% of
          the votes  exercisable at a general meeting of the Parent,  and (3) an
          "associated  person" means, in relation to any person, a person who is
          (i) acting in concert  (as defined in the City Code on  Takeovers  and
          Mergers)  with that person or (ii) a  connected  person (as defined in
          section  839 of the  Income  and  Corporation  Taxes Act 1988) of that
          person.

26        Most favoured lender status

          None  of  the  Parent,  the  Borrowers,  the  Guarantors  or  security
          providers  will  enter  into  any  modification  or  amendment  to any
          existing credit facility or other  financing  document,  or enter into
          any new credit facility or financing document, that contains financial
          covenants,  definitions or default  provisions  more favourable to the
          lender or financier  thereunder  unless the Finance  Parties are given
          the option of receiving the benefit of such more favourable provisions
          at the same time and on the same terms.  No  additional  guarantees or
          security  will be provided to the  Noteholders  or any other  creditor
          unless  similar  guarantees  and  security  are given in favour of the
          Finance Parties.

          For the  avoidance of doubt and in addition to the  foregoing,  to the
          extent that the Group enters into any modification or amendment to the
          Note Purchase Agreements that contains definitions, covenants or other
          provisions more favourable to the Noteholders  thereunder or under the
          term sheet  entitled "Term Sheet - Indicative Key Terms and Conditions
          of the Proposed  Amendments"  attached to the  Agreement in Principle,
          the Finance Parties shall be given the option of receiving the benefit
          of such more  favourable  provisions  at the same time and on the same
          terms.


27        Conditions precedent to the Restructuring

          The  amendments  to be made to the Credit  Agreement  pursuant  to the
          Restructuring  shall  take  effect  on and from the date on which  the
          Agent  notifies the Parent and the Finance  Parties that the Agent has
          received the  documents  and evidence  specified  here in 27 , in each
          case,  in form and substance  satisfactory  to it, or, as the case may
          be, that the  requirement to provide any of such documents or evidence
          has been waived by the Majority Banks.

27.1      Corporate

          Directors certificates from each of the Parent, Borrowers,  Guarantors
          and  security  providers  annexing  (inter  alia)  (i)  copies  of the
          constitutional documents of each such company or entity,

                                       24

<PAGE>

          (ii) appropriate  supervisory and management board resolutions of each
          such  company  or entity  evidencing  approval  of the entry  into the
          Restructuring, and (iii) signatures of those persons authorised by the
          supervisory and management  board  resolutions of each such company or
          entity  referred  to  in  (ii)  to  sign  any  of  the   Restructuring
          documentation  and  to  execute  all  such  undertakings,  statements,
          certificates,  notices, acknowledgements and other documents as may be
          required to be done,  signed and executed by or on behalf of each such
          company or entity in connection with the  Restructuring  documentation
          and otherwise in relation to or ancillary to the same.

27.2      Credit Documents

27.2.1    The Restructuring Deed, duly executed by all parties to it.

27.2.2    The Agreement in Principle, duly executed by all parties to it.

27.2.3    A copy,  certified  as a true  copy by an  Authorised  Officer  of the
          Parent, of the Amended and Restated Note Purchase  Agreement in a form
          and substance  satisfactory  to the Agent  together with  confirmation
          that all  conditions to Amended and Restated  Note Purchase  Agreement
          becoming  effective  (other  than in respect of the  amendment  of the
          Credit  Agreement in  accordance  with the terms of the  Restructuring
          Deed) have been satisfied.

27.3      Security Documents

27.3.1    The Security Memorandum, duly executed.

27.3.2    All Security Documents and other documents required in accordance with
          the Security  Memorandum in each case in accordance with the basis set
          out in the Security Memorandum.

27.3.3    The Intercreditor Agreement, duly executed by all the parties thereto.

27.3.4    The Common  Security  Trust  Deed,  duly  executed  by all the parties
          thereto.

27.3.5    The Pledge Agreement to be executed by Cordiant  Communications  Group
          plc, Cordiant Holdings GmbH, Bates Deutschland  Holding GmbH and Bates
          Germany  Werbeagentur  GmbH  over the  shares in the  relevant  German
          Subsidiaries.

27.3.6    The  Abstract  Acknowledgement  of  Indebtedness  to  be  executed  by
          Cordiant Communications Group plc.

27.4      Opinions

27.4.1    An opinion of Norton Rose dated not more than 5 Banking  Days prior to
          the Restructuring Date.

27.4.2    Local law legal opinions in each  jurisdiction  in which any Borrower,
          Guarantor or security  provider is incorporated from legal advisers to
          the  Agent,  the Banks and the Common  Security  Trustee in respect of
          (inter alia) the Restructuring  Deed, the Credit Agreement (as amended
          in accordance with this term sheet) and the Security Documents.

27.4.3    US  law  legal  opinion  from  legal  advisers  to  the  Parent  where
          appropriate  in  respect  of (inter  alia) due  incorporation  of, and
          execution of the  relevant  documents  by, any  Borrower  Guarantor or
          security provider incorporated or formed in the US.

27.5      Financial

27.5.1    A report from KPMG addressed (among others) to the Finance Parties and
          the Parent  including  confirmation  that the Finance  Parties and the
          Parent may rely thereon.

                                       25

<PAGE>


27.5.2    A report from  PricewaterhouseCoopers  addressed (among others) to the
          Finance Parties  including  confirmation  that the Finance Parties may
          rely thereon.

27.5.3    A  letter  from the  Auditors  confirming  that  they  continue  to be
          appointed as the auditors of the Parent, and confirming that they will
          provide the Auditors report in 1.5.

27.5.4    A revised Hedging Strategy Letter, duly executed.

27.5.5    A  copy,  certified  as a true,  complete  and  up-to-date  copy by an
          Authorised  Officer of the Parent, of the Group structure book and the
          Group structure charts.

27.5.6    A  copy,  certified  as a true,  complete  and  up-to-date  copy by an
          Authorised Officer of the Parent of the agreed form financial model.

27.5.7    A list,  certified as true,  complete and  up-to-date  of the material
          inter-Group loans.

27.5.8    Copies,  certified  as a true,  complete and  up-to-date  copies by an
          Authorised  Officer  of  the  Parent,  of  the  audited   consolidated
          financial  statements  of the Group for the  financial  year  ended 31
          December  2001   (together  with  the  Group's   preliminary   audited
          consolidated  financial  statements  for  that  financial  year),  the
          quarterly  management  accounts of the Group for the quarter  ended 31
          December 2001, and the monthly management accounts for the month ended
          28 February  2002,  (and which shall be deemed to have been  delivered
          pursuant to 1.11.2, and 1.3).

27.6      Transaction Costs

27.6.1    The co-ordination fee letter referred to in 4.1, together with payment
          of the fees referred to therein.

27.6.2    Payment of the restructuring arrangement fee for the Banks referred to
          in 4.2.

27.6.3    The  agency fee  letter,  the  swingline  fee  letter,  and the Common
          Security Trustee fee letter referred to in 4.4,  together with payment
          of any fees referred to in such letters which are payable on or before
          the Restructuring Date.

27.6.4    Receipt by the Agent of the other fees,  expenses and Taxes payable by
          the Parent in accordance  with 4.5 and the terms of the  Restructuring
          Deed.

27.7      Miscellaneous

27.7.1    Either:

          (a)   a copy, certified as a true copy by an Authorised Officer of
                the Parent of all  consents,  authorisations,  licences  and
                approvals   required  by  the  Parent  and  each   Borrower,
                Guarantor and security provider to authorise, or required by
                the  Parent  and  each  Borrower,   Guarantor  and  security
                provider  in  connection  with,  the  execution,   delivery,
                validity,  enforceability  and  admissibility in evidence of
                the  Restructuring  documentation and the performance by the
                Parent and each Borrower, Guarantor and security provider of
                its   respective   obligations   under   the   Restructuring
                documentation, or

          (b)   a certificate  signed by an Authorised Officer of the Parent
                that no such  consent,  authorisation,  licence or  approval
                referred  to in (a) above is  required  by the Parent or any
                Borrower, Guarantor or security provider.

27.7.2    A certificate from an Authorised Officer of the Parent confirming that
          utilisation  in full of the  Facilities  (as  amended  pursuant to the
          Restructuring)  would not render the Parent or any  Borrower in breach
          of any  restriction  on  borrowings  applicable  to the  Parent or any
          Borrower in its respective constitutional documents or elsewhere.

27.7.3    Evidence of the repayment of the Korean debenture stock.

                                       26

<PAGE>

27.7.4    Evidence that Sonic Sun Limited has acceded to the JVA and that all of
          the Group's  right,  interest  and title to shares in Zenith have been
          transferred   to  Sonic  Sun  Limited  and  copies  of  the  documents
          evidencing  such  accession and transfer  certified by and  Authorised
          Officer of the Parent as true, complete and up-to-date.

27.7.5    Copies,  certified  as true  copies by an  Authorised  Officer  of the
          Parent of all other committed credit facilities of the Group which are
          assumed to be in place in the  financial  model  provided  pursuant to
          paragraph 27.5.6 above, and any necessary consents to the amendment of
          the Credit Agreement in accordance with this term sheet required under
          the  terms  of  those  facilities  or  written  confirmation  from  an
          Authorised Officer of the Parent that no such consents are required.

27.7.6    A certificate of an Authorised  Officer of the Parent confirming that,
          immediately  following the Restructuring  Date, the Group will have no
          Encumbrances other than Permitted Encumbrances.

27.7.7    A certificate of an Authorised  Officer of the Parent confirming that,
          immediately  following the Restructuring  Date, the Group will have no
          Borrowed  Money other than as  permitted  by the Credit  Agreement  as
          amended and restated in accordance with the Restructuring.

27.7.8    A certificate of a director of each Additional  Overdraft Borrower (as
          previously  agreed by the Banks to  accede  to the  Credit  Agreement)
          confirming  that  utilisation by it of the Overdraft  Facility in full
          would not cause any borrowing limit binding on it to be exceeded.

27.7.9    Evidence that each Additional Overdraft Borrower (as previously agreed
          by the Banks to accede to the  Credit  Agreement)  has  acceded to the
          Deed of Cross  Guarantee  dated 11  September  2000 in  favour  of the
          Overdraft Bank.

                                       27

<PAGE>

                                   Schedule 1
                                Security Package
PART 1

Companies  incorporated  in England  and Wales to provide  guarantees  and first
ranking fixed and floating charges over all of their assets and undertaking. The
issued  share   capital  of  each  of  these   companies   (excluding   Cordiant
Communications  Group plc.) is to be the  subject of a pledge / charge  given by
its shareholders,  which in the case of shareholders incorporated in England and
Wales will be contained in the relevant  shareholder's  first  ranking fixed and
floating charges.

1    Cordiant Communications Group plc;

2    Cordiant Group Limited;

3    Bates Overseas Holdings Limited;

4    Bates Europe Limited;

5    Cordiant (US) Holdings Limited;

6    Garrott Dorland Crawford Holdings Limited;

7    Atlas Advertising Limited;

8    Bates UK Limited;

9    Swotplus Limited;

10   Deckchair Studio Limited;

11   Ted Bates Holdings Limited;

12   The Decision Shop Limited;

13   Healthworld UK Holdings Limited;

14   Bates Healthworld Limited;

15   PSD Associates Limited

16   Bamber Forsyth Limited;

17   Fitch Limited;

18   Fitch International Limited;

19   Fitch Worldwide Limited;

20   Business Communications International Group Limited;

21   C&FD (Holdings) Limited;

22   Corporate & Financial Design Limited;

23   Financial Dynamics Holdings Limited;

                                       28

<PAGE>

24   Financial Dynamics Limited;

25   Bulletin lnt. Limited;

26   Bulletin lnt. (UK) Limited;

27   ICM International Limited;

28   PCI Livedesign Limited;

29   Cordiant Overseas Holdings Limited;

30   Cordiant Property Holdings Limited;

31   Healthworld Holdings Limited[1];

32   Milton Marketing Group Limited[1];

33   Headcount WW Field Marketing Limited[1];

34   Lighthouse Holdings (UK) Limited[1];

35   Clarion Communications PR Limited[1];

36   CCG.XM Holdings Limited[1];

37   CCG.XM[1];

38   XMSS Limited;

39   Colwood Healthworld Limited;

40   Fitch Design Consultants Limited;

41   Milton Marketing Limited[1];

42   Connect Five Limited[1];

43   Connect Six Limited[1];

44   Propose Two Limited[1];

45   Secure Two Limited[1];

46   Connect One Limited1;

47   N.A.S.A. 2.0 London Limited;

48   Scholz & Friends London Limited[6]; and

49   Sonic Sun Limited[2]


PART 2

Companies or other  entities  incorporated  in (or formed under the laws of) the
US, Germany,  the Netherlands and Australia to provide  guarantees and the share
capital  (or  equivalent)  of which  shall be the  subject of pledges / charges.

                                       29

<PAGE>

US companies

1    Cordiant US Holdings, Inc.;

2    Healthworld Corporation;

3    Bates Healthworld Inc.;

4    Healthworld International Holdings Inc.;

5    Bates Worldwide (Delaware) Inc.;

6    Bates Advertising USA Inc.;

7    Bates Churchill Public Relations Inc.;

8    Bates Churchill Advertising Inc.;

9    Interactive Edge Inc.;

10   Lighthouse Global Network Inc.;

11   Fitch Inc.;

12   The Leonhardt Group Inc.;

13   Morgen Walke Associates Inc.;

14   Primo Angeli Inc.;

15   CCG.XM Holdings Inc.;

16   CCG.XM Inc.;

17   Microarts Corporation;

18   FaIk Healthworld Inc.;

19   The Decision Shop Inc.;

20   S&S MCC AND MCC Inc.;

21   Channelex Inc.;

22   DWP Bates Technology LLC.;

23   Cordiant Finance Inc.;

24   Peclers Pavis North America, Inc.; and

25   Drummer Associates Inc.

German companies

1    Cordiant Holdings GmbH;

2    Bates Deutschland Holding GmbH;

3    Bates Germany Werbeagentur GmbH;

                                       30

<PAGE>

4    XCEED! Agentur Fur Medienberatung Und Innovative Kommunikation GmbH;

5    EMC Starke & Gerlach GmbH; and

6    N.A.S.A. 2.0 GmbH.

Dutch companies

1    Chafma BV;

2    Bates Nederland Holding BV[3]; and

3    Cordiant Finance B.V[4].

Australian companies

1    Cordiant Communications (Australia) Pty Limited; and

2    Cordiant Communications Group Australia Pty Limited[5]


Notes to Schedule 1:

1    The  share  pledges  over the  shares of  non-US  subsidiaries  owned by US
     companies and the guarantees and security given by non-US  subsidiaries  of
     US companies will be limited to the extent required to avoid adverse US tax
     implications.  Notwithstanding the foregoing,  to the extent that any share
     pledges,  guarantees  and/or  security  is  given  for the  benefit  of the
     Noteholders or to otherwise secure obligations  incurred in connection with
     the Amended and Restated Note Purchase  Agreement and are not given for the
     benefit of the  Finance  Parties  or to  otherwise  secure the  obligations
     incurred in connection  with the Credit  Agreement,  recoveries  under such
     share  pledges,   guarantees   and/or  security  shall  be  shared  by  the
     Noteholders  and  the  Finance  Parties   pursuant  to  the  terms  of  the
     Intercreditor Agreement.

2    Sonic Sun Limited will be subject to the guarantee and security  package as
     stated in  20.1(a) of this term sheet  (though  any charge  over the shares
     owned by Sonic Sun  Limited  in Zenith  shall be, as stated at 16.2 of this
     term sheet,  subject to the obtaining of the consent of the other  party(s)
     to the JVA). In addition,  a charge shall be taken over Sonic Sun Limited's
     rights (and over the Parent's rights remaining after the transfer of shares
     described  at 16.2 of this term  sheet),  under or in  connection  with the
     JVA,  including the put and call options,  and the proceeds resulting from
     completion  of the  exercise  of any of these  options as stated in 16.5 of
     this term sheet.

3    No  charge  will be  taken  over  the 35%  minority  shareholding  in Bates
     Nederland  Holding B.V. The shares owned by Chafma B.V. in Bates  Nederland
     Holding  B.V.  will be the  subject  of a Dutch  law  share  pledge.  Bates
     Nederland Holding B.V. will not be required to give a guarantee.

4    Cordiant  Finance  B.V. is the company to which the Euro cash pool is swept
     under the Euro cash pooling arrangements.  Accordingly it is required to be
     subject to the guarantee and security package  arrangements  outlined at 20
     of this term  sheet.  In  addition  it will be required to provide a charge
     over its bank accounts.

5    No  charge   will  be  taken  over  the   41.59%  of  shares  in   Cordiant
     Communications Group Australia Pty Limited owned by Cordiant Communications
     (Australia)  Pty  Limited.  The shares  owned by Chafma  B.V.  in  Cordiant
     Communications  Group  Australia Pty Limited will be the subject of a share
     charge.

6    No charge  will be  provided  over the  shares  in Scholz & Friends  London
     Limited  so long as it is a  direct  or  indirect  Subsidiary  of  Scholz &
     Friends  AG. The Parent  will use  reasonable  endeavours  to procure  that
     Scholz & Friends London Limited enter into a guarantee, if,

                                       31

<PAGE>

     however,  Scholz & Friends  London  Limited does not enter into a guarantee
     then it will not be  permitted  to accede  to the  Credit  Agreement  as an
     Overdraft Borrower.


                                       32

<PAGE>

                                   EXHIBIT B

                            Noteholders' Term Sheet


<PAGE>


                        CORDIANT COMMUNICATIONS GROUP PLC
                             CORDIANT FINANCE, INC.

            Term Sheet -- Indicative Key Terms and Conditions of the
                               Proposed Amendments


Issuer:                       Cordiant Finance, Inc. (the "Issuer").

Parent Guarantor:             Cordiant  Communications Group plc (the "Company")
                              and, together with its Subsidiaries, the "Group").

Existing Notes:               US$175,000,000  7.61% Guaranteed  Senior Notes due
                              2011 (the "Existing  Notes" and, as amended by the
                              amendments   contemplated  herein,  the  "Notes"),
                              issued   under   the   separate    Note   Purchase
                              Agreements,  dated as of April 5, 2001,  among the
                              Issuer,   the  Company  and,   respectively,   the
                              purchasers  identified therein (the "Existing Note
                              Purchase Agreements").

Amendment
and Restatement:              The  Existing  Note  Purchase  Agreements  will be
                              amended  and  restated  pursuant to an Amended and
                              Restated Note Purchase Agreement (the "Amended and
                              Restated  Note  Purchase  Agreement")  which  will
                              contain  waivers  of any  Defaults  or  Events  of
                              Default   under   the   Existing   Note   Purchase
                              Agreements   that  have  been  identified  to  the
                              holders  of the  Notes  prior to the date on which
                              the Amended and Restated Note  Purchase  Agreement
                              is executed.

Interest:                     The interest rate on the Notes will be permanently
                              increased to 9.25% per annum  (effective as of the
                              Effective  Date (as defined  below)).  The default
                              rate of interest  for the  existing  Notes will be
                              modified accordingly.

                              Prior  to the Put  Elimination  Date  (as  defined
                              below),  interest  on the  Notes  will be  payable
                              quarterly.  On and after the Put Elimination Date,
                              interest    on   the   Notes   will   be   payable
                              semi-annually.

Fees:                         A  participation  fee of 0.50% of the  outstanding
                              principal  of the Notes  shall be  payable  on the
                              Effective Date.

                              A  management  fee of  0.50%  of  the  outstanding
                              principal  of the Notes  shall be  payable  on the
                              Effective Date.

<PAGE>


PIK Management Fee:           The Company shall pay an additional management fee
                              (the "P1K Management Fee") to each holder of Notes
                              to  be  calculated  as a  percentage  fee  on  the
                              aggregate  outstanding  principal  amount  of  the
                              Notes  on the  date of  calculation  and  shall be
                              calculated   quarterly  in  accordance   with  the
                              following  table showing the ratio of Consolidated
                              Gross Borrowings to Consolidated EBITDA:


               Consolidated Gross Borrowings: Consolidated EBITDA
-------------------------------------------------------------------------------
03/2002  [] 4.60  >4.60 but []4.84  >4.84 but []5.08   >5.08 but []5.32  > 5.32
06/2002  [] 6.25  >6.25 but []6.81  >6.81 but []7.38   >7.38 but []7.94  > 7.94
09/2002  [] 3.56  >3.56 but []3.84  >3.84 but []4.13   >4.13 but []4.41  > 4.41
12/2002  [] 3.37  >3.37 but []3.71  >3.71 but []4.06   >4.06 but []4.40  > 4.40
03/2003  [] 3.40  >3.40 but []3.59  >3.59 but []3.77   >3.77 but []3.96  > 3.96
06/2003  [] 3.28  >3.28 but []3.40  >3.40 but []3.52   >3.52 but []3.63  > 3.63
09/2003  [] 3.22  >3.22 but []3.35  >3.35 but []3.49   >3.49 but []3.62  > 3.62
12/2003  [] 2.89  >2.89 but []3.02  >3.02 but []3.15   >3.15 but []3.27  > 3.27
03/2004  [] 2.89  >2.89 but []3.00         -                  -              -
06/2004  [] 2.70  >2.70 but []3.00         -                  -              -
09/2004  [] 2.70  >2.70 but []3.00         -                  -              -
---         -----       -----             -----             -----          -----
Fee         0.00%       0.50%             1.00%             1.50%          2.00%


                              The PIK Management  Fee shall be calculated  using
                              the Company's  quarterly  compliance  certificates
                              but shall not be payable by the Company  until the
                              earlier  of (i)  the  prepayment  in  full  of the
                              Notes,  (ii) the Bank Refinancing Date (as defined
                              below),  (iii)  any  enforcement  of the  security
                              referred    to    in    the    section    entitled
                              "Security/Guarantees"   below,  (iv)  any  of  the
                              Events of Default described in paragraph (h), (i),
                              (j) or  (k) of  Section  11 of the  Existing  Note
                              Purchase  Agreements,  or (v)  any  of  the  Notes
                              becoming due and payable, whether automatically or
                              by  declaration.  Any PIK  Management  Fee that is
                              payable  in respect of any  quarter  shall  accrue
                              interest at 9.25% per annum,  which interest shall
                              accrue  but  shall  not be  payable  until the PIK
                              Management Fee is payable. The accrual of interest
                              on the PIK  Management  Fee shall  begin as of the
                              quarter-end   date   shown   on   the   compliance
                              certificate.

                              To the  extent  that the "New  Money"  portion  of
                              outstandings and commitments  under the Syndicated
                              Loan  Agreement  (as defined  below) is repaid and
                              cancelled  in  full  at  any  time  or  banks  and
                              financial  institutions  party  to the  Syndicated
                              Loan  Agreement (the "Banks")  otherwise  agree to
                              eliminate  the  "priority"  treatment of such "New
                              Money" portion of the Syndicated Loan Agreement in
                              the Intercreditor  Agreement (as defined below) at
                              any time, any future

                                       2

<PAGE>


                              accretion of the PIK Management Fee shall cease at
                              the  later of any of those  times and  January  1,
                              2003 (it being  understood that any PIK Management
                              Fee that has been calculated for any quarter prior
                              to such time shall  continue  to be payable at the
                              relevant  time of  payment as  provided  above and
                              will  continue  to  accrue   interest  until  such
                              payment date).

Refinancing Put:              On the Bank  Refinancing  Date (as defined below),
                              each  holder of Notes will be  entitled to require
                              the Company to prepay its Notes,  at a price equal
                              to 100% of the  outstanding  principal  amount  of
                              such Notes plus accrued interest,  the accrued PIK
                              Management  Fee (if any)  (together  with  accrued
                              interest  thereon) and the  Make-Whole  Amount (if
                              any)  (including  all deferred  amounts in respect
                              thereof and accrued interest  thereon) at the time
                              of such  prepayment  (such right being referred to
                              as the "Refinancing  Put"). The Company shall give
                              at least 30 days (but not more than 45 days) prior
                              written  notice to each holder of the Notes of the
                              occurrence  of the  Bank  Refinancing  Date.  Each
                              holder may elect  whether to accept or reject such
                              prepayment.  If a  holder  does  not  reply to the
                              Company  prior to the first  time the  Refinancing
                              Put shall become exercisable, such holder shall be
                              deemed to have accepted such prepayment  unless it
                              has  specifically   rejected  such  prepayment  in
                              writing.   The   Company   will   make   all  such
                              prepayments to holders  exercising the Refinancing
                              Put at the same time as any  payments  are made in
                              connection  with the repayment or  refinancing  of
                              the   Syndicated   Loan   Agreement.   The   "Bank
                              Refinancing   Date"   means  the  earlier  of  (i)
                              November 8, 2004 or (ii) the date any  refinancing
                              or  repayment  in  full  of  the  Syndicated  Loan
                              Agreement is consummated.

Elimination of
Refinancing Put:              If all  of  the  Put  Elimination  Conditions  (as
                              defined   below)   are   satisfied   on  the  Bank
                              Refinancing  Date,  the  Refinancing  Put shall be
                              eliminated  and  shall no longer be in force or of
                              any effect.  The date on which the Refinancing Put
                              is so eliminated  is hereafter  referred to as the
                              "Put Elimination  Date". The following  conditions
                              shall  be   defined   as  the   "Put   Elimination
                              Conditions":

                              (i)    the ratio of Consolidated  Gross Borrowings
                                     to  Consolidated  EBITDA on each of the two
                                     most recent testing dates for such covenant
                                     shall not have been greater than 2.50:1;

                                       3

<PAGE>


                              (ii)   the   ratio  of   Consolidated   EBITDA  to
                                     Consolidated  Net Interest  Expenditure  on
                                     each of the two most recent  testing  dates
                                     for such covenant  shall have been not less
                                     than 6.00:1;

                              (iii)  no Default  or Event of Default  shall have
                                     occurred which is continuing;

                              (iv)   the    representations    and    warranties
                                     contained in the Amended and Restated  Note
                                     Purchase    Agreement    corresponding   to
                                     Sections 5.1, 5.4,  5.8, 5.9,  5.10,  5.11,
                                     5.12,  5.15 (as to no defaults  under other
                                     indebtedness  only),  5.18  and 5.19 of the
                                     Existing Note Purchase  Agreements shall be
                                     true and correct at such time as if made at
                                     such  time  and  the  Company   shall  have
                                     delivered an Officer's  Certificate to such
                                     effect;

                              (v)    the  Company   shall  have   delivered   an
                                     Officer's Certificate to the effect that it
                                     is not aware  (after  due  inquiry)  of any
                                     matter or event which is reasonably  likely
                                     to result in a breach  of the  Sections  in
                                     the  Amended  and  Restated  Note  Purchase
                                     Agreement   setting   forth  the  financial
                                     covenants  or an Event of Default  under of
                                     any of the  Sections  in  the  Amended  and
                                     Restated Note Purchase  Agreement  relating
                                     to  payment  defaults,   cross-defaults  or
                                     insolvency-related      defaults     either
                                     immediately  on  such  date or  within  the
                                     period  ending 12 months  after  such date;
                                     and

                              (vi)   after giving effect to any  refinancing  or
                                     repayment  in full of the  Syndicated  Loan
                                     Agreement,   the   Company   shall   be  in
                                     compliance with the requirement to maintain
                                     Committed   Medium-Term   Bank   Facilities
                                     referred to below.

                              The  ratios  referred  to in clause (i) and clause
                              (ii) above will be  adjusted  on a pro forma basis
                              to  take  into  account  any net  proceeds  of any
                              rights  issue or similar  equity  offering  by the
                              Company or the  disposal of the Group's  shares in
                              Zenith (as defined below) whether  pursuant to the
                              JVA  (as  defined   below)  or   otherwise.   Such
                              adjustments will be made by reducing the aggregate
                              amount of  Consolidated  Gross  Borrowings  by the
                              amount  of  any  such  net  proceeds   applied  in
                              permanent   prepayment   of   Consolidated   Gross
                              Borrowings as permitted under

                                       4

<PAGE>


                              the Amended and Restated Note Purchase  Agreement,
                              by adjusting Consolidated Net Interest Expenditure
                              by the greater of the average interest rate or the
                              interest rate of the actual debt paid down, and by
                              adjusting  Consolidated  EBITDA to account for the
                              disposal  of the  Group's  shares  in  Zenith  (as
                              defined below).

Required Prepayments:         The  Issuer  shall make the  required  prepayments
                              contemplated  by Section 8.1 in the Existing  Note
                              Purchase Agreements, without any Make-Whole Amount
                              or other premium.

                              Immediately  upon the  occurrence  of a Prepayment
                              Event,  the Issuer  shall be required to prepay in
                              full all of its Notes, at a price equal to 100% of
                              the outstanding principal amount of the Notes plus
                              accrued  interest,  the accrued PiK Management Fee
                              (if any) (together with accrued interest  thereon)
                              and the Make-Whole  Amount (if any) (including all
                              deferred  amounts in respect  thereof  and accrued
                              interest  thereon) at the time of such prepayment.
                              A  "Prepayment   Event"  means  (i)  an  "External
                              Refinancing"  (which  shall be defined to mean the
                              borrowing or raising of Borrowed Money  (including
                              without  limitation any public or private issue of
                              debt  securities)  by any member of the Group that
                              either is not intended to effect the  repayment in
                              full and  cancellation  of the  amount  facilities
                              under the Syndicated Loan  Agreement),  or in fact
                              is in an amount that is insufficient to effect the
                              repayment  in  full  and the  cancellation  of the
                              facilities under the Syndicated Loan Agreement and
                              (ii)  the  sale  or  other   disposal  of  all  or
                              substantially  all of the assets and  undertakings
                              of the Group.

Voluntary Prepayments:        The Issuer  will be  permitted  to prepay all or a
                              portion of the outstanding principal amount of the
                              Notes.  Any  such  prepayment  shall be at a price
                              equal to 100% of the outstanding  principal amount
                              of  the  Notes  being  so  prepaid   plus  accrued
                              interest on the amount of such  principal  and the
                              Make-Whole Amount (if any) (including all deferred
                              amounts in respect  thereof and  accrued  interest
                              thereon) in respect of such principal amount being
                              so prepaid. Any partial prepayments will be shared
                              among  all  holders  of the  Notes  on a pro  rata
                              basis.

Currency of Payments:         All  payments  described in this term sheet and in
                              the Amended and Restated Note  Purchase  Agreement
                              shall be made in US Dollars.

Rights Issues

                                       5

<PAGE>

Equity Raising, etc.:         Prior to the Put  Elimination  Date,  the  Company
                              will not issue any shares or otherwise acquire any
                              additional capital other than:

                              (a)   the  issue  of   ordinary   shares   (i)  as
                                    consideration for the acquisitions  referred
                                    to  in  clause  (a)  of  the  definition  of
                                    "Permitted  Acquisitions"  below pursuant to
                                    the   Company's   obligations   (actual   or
                                    contingent) as at the Effective Date or (ii)
                                    in consideration  for Permitted  Investments
                                    or acquisitions  permitted under clauses (b)
                                    and  (d) of  the  definition  of  "Permitted
                                    Acquisitions" below; and

                              (b)   the  issue  of  ordinary   shares  for  cash
                                    payable  in full on the  date of  issue  and
                                    which ordinary shares do not carry any right
                                    to a return or to  redemption  nor any right
                                    to be converted  into shares  carrying  such
                                    right before all amounts  (whether actual or
                                    contingent)  owing under the Notes have been
                                    paid in full,  or the  granting of an option
                                    to call on the Company to issue such shares,

                              and the Company will at all times  procure that no
                              other member of the Group will issue any shares or
                              otherwise acquire any additional capital (or grant
                              any rights to call for the issue or  allotment  of
                              any of the same) other than the issue of shares by
                              a member  of the  Group to  another  member of the
                              Group permitted under clause (b) of the definition
                              of "Permitted  Acquisitions" below or constituting
                              Permitted  Investments provided that (A) where the
                              existing  shares  in such  member of the Group are
                              subject  to  an  Encumbrance   under  any  of  the
                              security documentation, such additional shares are
                              also subject to such an Encumbrance  and (B) where
                              such existing  shares are subject to  Encumbrances
                              which are  structured  to avoid an  adverse US Tax
                              consequence to the Group,  such additional  shares
                              shall  only  be  issued  to the  existing  holding
                              company of the issuing member of the Group.

                              Prior to the Put  Elimination  Date,  the proceeds
                              (net of  reasonable  related  costs) of any rights
                              issue or other  equity  raising  (other than those
                              permitted under clause (a) above) shall be applied
                              in mandatory  prepayment of the Notes  (subject to
                              the  terms  and  provisions  of the  Intercreditor
                              Agreement).  For the avoidance of doubt,  a rights
                              issue   or   other   equity   raising    occurring
                              contemporaneously   with  a  refinancing   of  the
                              Syndicated Loan Agreement shall

                                       6

<PAGE>


                              be deemed to occur after the Put Elimination  Date
                              if the Put  Elimination  Conditions  in connection
                              with such  refinancing  have been  satisfied.  Any
                              such prepayment  shall be at a price equal to 100%
                              of the outstanding  principal  amount of the Notes
                              being so  prepaid  plus  accrued  interest  on the
                              amount  of  such   principal,   the   accrued  PIK
                              Management  Fee (if any)  (together  with  accrued
                              interest  thereon) and the  Make-Whole  Amount (if
                              any)  (including  all deferred  amounts in respect
                              thereof and accrued  interest  thereon) in respect
                              of such principal amount being so prepaid.

Prepayment on
Asset Disposals:              Prior to the Put  Elimination  Date, if any member
                              of the Group  disposes  of any  assets  (including
                              shares and fixed  assets)  to any person  which is
                              not a member of the Group, of which:

                              (a)   the    aggregate   Net   Proceeds   are   at
                                    least(pound)500,000  (or its  equivalent  at
                                    the date of the disposal)  (each a "Relevant
                                    Disposal"); and

                              (b)   the   aggregate  Net  Proceeds  of  Relevant
                                    Disposals  in any Fiscal  Year are in excess
                                    of(pound)5,000,000 (or its equivalent at the
                                    date of disposal),

                              the Company  shall (or shall  procure  that it and
                              its Subsidiaries  shall), apply an amount equal to
                              the   aggregate  Net  Proceeds  of  such  Relevant
                              Disposals which are in excess of  (pound)5,000,000
                              (or its equivalent) in mandatory prepayment of the
                              Notes  (subject to the terms and provisions of the
                              Intercreditor  Agreement).   Any  such  prepayment
                              shall  be  at  a  price   equal  to  100%  of  the
                              outstanding principal amount of the Notes being so
                              prepaid  plus  accrued  interest  on the amount of
                              such principal and the Make-Whole  Amount (if any)
                              (including all deferred amounts in respect thereof
                              and accrued  interest  thereon) in respect of such
                              principal amount being so prepaid.

                              The provisions above will not apply in relation to
                              the  disposals  referred to in clauses  (a),  (c),
                              (d),  (e),  (f) and  (g)  in  the   definition  of
                              "Permitted Disposals" below.

                              Following the Put Elimination  Date, to the extent
                              the  Company  applies  the  proceeds  of any Asset
                              Disposition to the  prepayment of the Notes,  such
                              prepayment  shall be made at a price equal to 100%
                              of the outstanding  principal  amount of the Notes
                              being so  prepaid  plus  accrued  interest  on the
                              amount of

                                       7

<PAGE>


                              such principal and the Make-Whole  Amount (if any)
                              (including all deferred amounts in respect thereof
                              and accrued  interest  thereon) in respect of such
                              principal amount being so prepaid.

Financial Covenants:          The financial  covenants contained in Section 10.3
                              of the Existing Note Purchase  Agreements shall be
                              modified such that the Company will be required to
                              comply with the following financial covenants:

                              Consolidated  EBITDA to Consolidated  Net Interest
                              Expenditure:  The Company  will  procure  that the
                              ratio of Consolidated  EBITDA to Consolidated  Net
                              Interest  Expenditure for each period date set out
                              in   column   A  shall   not  be  less   than  the
                              corresponding ratio set out in column B:

                                         A                         B
                              12 month period ending             Ratio
                              ----------------------             -----
                              March 31, 2002                     2.50:1
                              June 30, 2002                      1.75:1
                              September 30, 2002                 2.50:1
                              December 31, 2002                  2.50:1
                              March 31, 2003                     2.75:1
                              June 30, 2003                      4.00:1
                              September 30, 2003                 3.25:1
                              December 31, 2003                  3.75:1
                              March 31, 2004                     4.00:1
                              June 30, 2004                      4.50:1
                              September 30, 2004                 5.00:1
                              and each quarter date
                                   thereafter


                              Consolidated  Gross   Borrowings  to  Consolidated
                              EBITDA: The Company will procure that the ratio of
                              Consolidated Gross Borrowings as at the end of, to
                              Consolidated EBITDA in respect of, each period set
                              out in  column  A shall  not be  greater  than the
                              ratio set out in column B:

                                         A                         B
                              12 month period ending             Ratio
                              ----------------------             -----
                              March 31, 2002                     5.75:1
                              June 30, 2002                      8.50:1
                              September 30, 2002                 4.75:1
                              December 31, 2002                  4.75:1
                              March 31, 2003                     4.25:1
                              June 30, 2003                      3.75:1
                              September 30, 2003                 3.75:1
                              December 31, 2003                  3.50:1
                              March 31, 2004                     3.00:1
                              June 30, 2004                      3.00:1
                              September 30, 2004                 2.75:1
                              and each quarter date
                                   thereafter


                              Consolidated Net Worth:

                        (a)   Prior to September 30, 2004,  the Company will not
                              permit  Consolidated  Net Worth (as defined in the
                              Existing Note Purchase Agreements) at the any time
                              to be less than (pound)400,000,000.

                        (b)   On September 30, 2004 and thereafter,  the Company
                              will not permit Consolidated Net Worth at any time
                              to be less than the sum of (i) the  greater of (A)
                              (pound)400,000,000 and (B) 80% of Consolidated Net
                              Worth as at  September  30,  2004,  plus (ii) on a
                              cumulative   basis,   50%  of  positive   "profits
                              attributable to ordinary shareholders" (as defined
                              under GAAP) for each Fiscal Quarter beginning with
                              the Fiscal Quarter ended December 31, 2004.

                              Each of the  above  financial  covenants  is to be
                              tested   quarterly  on  the  basis  of  management
                              accounts  and  the  annual  audited   consolidated
                              financial  statements.   Consolidated  EBITDA  and
                              Consolidated  Net  Interest  Expenditure  shall be
                              calculated  on a rolling  twelve  months basis and
                              Consolidated  Gross Borrowings shall be calculated
                              on the  basis of the  average  daily  outstandings
                              during the most recent two Fiscal Quarters.

                              Maximum  Capital  Expenditure:  The total  Capital
                              Expenditure  of all  members  of the  Group in any
                              Fiscal  Year  prior  to the Put  Elimination  Date
                              shall not exceed the Budgeted Capital  Expenditure
                              for such Fiscal Year but so that in respect of any
                              Fiscal  Year  where the  relevant  actual  Capital
                              Expenditure  (less any  amount  which was  carried
                              forward  from the  previous  Fiscal  Year) is less
                              than the  Budgeted  Capital  Expenditure  for that
                              Fiscal Year, an amount

                                       9

<PAGE>


                              equal to such  deficit may be carried  over to the
                              following  Fiscal Year only (and not  otherwise or
                              further)  and shall be  deemed to be spent  before
                              Budgeted Capital Expenditure in that year.

                              Compliance Certificates shall be required from the
                              Finance  Director (or if he is unavailable for any
                              reason,  any other  Director)  of the  Company  in
                              respect of the  unaudited  accounts and  financial
                              covenants  reports  shall  be  required  from  the
                              Company's   auditors  in  respect  of  the  annual
                              audited preliminary  financial statements provided
                              that such reports from the Company's  auditors can
                              be addressed solely to the Company so long as such
                              reports can be, and are in fact,  disclosed to the
                              holders  of the Notes.  To the extent the  figures
                              used in these  calculations (due solely to changes
                              in GAAP) differ from those shown in the  published
                              financial   statements   of  the   Company,   each
                              compliance   certificate  shall  contain  a  clear
                              reconciliation   to   the   published    financial
                              statements  including  all  workings,  calculation
                              methodology  and  explanation  of  the  accounting
                              principles used.

                              The  definition  of  "Borrowed   Money"  shall  be
                              modified  as set  forth  in the  section  entitled
                              "Definitions" below.

Affirmative and Negative
Covenants (Pre-Put
Elimination Date):            Prior to the Put Elimination Date, the affirmative
                              covenants  contained  in Section 9 of the Existing
                              Note Purchase  Agreements  shall continue to apply
                              and shall  include any more  restrictive  relevant
                              affirmative  covenants contained in the Syndicated
                              Loan Agreement.  The negative covenants  contained
                              in  Section  10  (excluding  Section  10.3) of the
                              Existing   Note  Purchase   Agreements   shall  be
                              modified  to  incorporate   all  of  the  negative
                              covenants   contained  in  the   Syndicated   Loan
                              Agreement  (as amended) such that the Company will
                              be   required,   to  the   extent   that  the  Put
                              Elimination Date has not occurred,  to comply with
                              all of the  negative  covenants  contained  in the
                              Syndicated  Loan  Agreement,   including   without
                              limitation the following negative covenants:

                              (a)   negative    pledge   (save   for   Permitted
                                    Encumbrances);

                              (b)   restrictions  on  Borrowed  Money or finance
                                    transactions  (save for  Permitted  Borrowed
                                    Money);

                                       10

<PAGE>


                              (c)   restrictions  on  the  sale,  factoring  and
                                    discounting of receivables  and the sale and
                                    leaseback/sale   and  repurchase  of  assets
                                    (other   than   the   sale,   factoring   or
                                    discounting of receivables on a non-recourse
                                    basis   where   the   aggregate   amount  of
                                    receivables so sold,  factored or discounted
                                    does  not  exceed   (pound)500,000  (or  its
                                    equivalent in aggregate));

                              (d)   restrictions  on mergers  (save for  certain
                                    limited  exceptions  to be  agreed  with the
                                    Company and the Banks) and disposals  (other
                                    than Permitted Disposals (as defined below);

                              (e)   restrictions  on loans and the  granting  of
                                    any credit  (except for Permitted  Loans and
                                    normal trade  credit in the ordinary  course
                                    of day-today  trading) and  restrictions  on
                                    guarantees (save for Permitted Guarantees);

                              (f)   restrictions on acquisitions and investments
                                    (save for Permitted Acquisitions);

                              (g)   restrictions on changes of business;

                              (h)   restrictions  on the  issuance  of shares or
                                    otherwise   on   the   acquisition   of  any
                                    additional  capital other than (i) the issue
                                    of ordinary shares (A) as consideration  for
                                    the  acquisitions  referred to in clause (a)
                                    of    the     definition    of    "Permitted
                                    Acquisitions"    below   pursuant   to   the
                                    Company's obligations (actual or contingent)
                                    as  at  the   Effective   Date   or  (B)  in
                                    consideration  for Permitted  Investments or
                                    acquisitions  referred to in clauses (b) and
                                    (d)  of   the   definition   of   "Permitted
                                    Acquisitions" and (ii) the issue of ordinary
                                    shares for cash  payable in full on the date
                                    of issue  and which  ordinary  shares do not
                                    carry any right to a return or to redemption
                                    nor any right to be  converted  into  shares
                                    carrying   such  right  before  all  amounts
                                    (whether  actual or contingent)  owing under
                                    the Notes and the Amended and Restated  Note
                                    Purchase Agreement have been paid in full;

                              (i)   restrictions    on   dividends   and   other
                                    distributions as more particularly described
                                    in the section entitled "Dividends and Other
                                    Distributions" below;

                              (j)   restrictions on cash management


                                       11

<PAGE>


                                    arrangements for the Group; and

                              (k)   pan passu  ranking  of Notes and  Subsidiary
                                    Guarantees.

                              The definition of "Material  Adverse Effect" shall
                              be  modified to mean "a  reference  to any effect,
                              event   or   circumstance   (on   its  own  or  in
                              combination   with   other   effect,   events   or
                              circumstances):

                              (a)   which  is,  or is  reasonably  likely to be,
                                    materially adverse to (i) the ability of any
                                    of the Company,  the Issuer,  the Subsidiary
                                    Guarantors  or  the  security  providers  to
                                    perform  any of its  obligations  under  the
                                    Notes,   the  Amended  and   Restated   Note
                                    Purchase    Agreement,     the    Subsidiary
                                    Guarantees    or   any   of   the   security
                                    documentation,  or (ii) the business, assets
                                    or financial condition of the Group taken as
                                    a whole; or

                              (b)   results  in,  or  is  reasonably  likely  to
                                    result  in,  the  Notes,   the  Amended  and
                                    Restated Note Purchase Agreement, any of the
                                    Subsidiary Guarantees or any of the security
                                    documentation  not  being  legal,  valid and
                                    binding on, and,  enforceable  substantially
                                    in accordance with their terms,  against any
                                    party thereto.

Affirmative and Negative
Covenants (Post-Put
Elimination Date):            Following   the   Put   Elimination    Date,   the
                              affirmative  and negative  covenants  contained in
                              Section 9 and Section 10 (excluding  Section 10.3)
                              of the Existing  Note  Purchase  Agreements  shall
                              thereafter apply, in lieu of the covenants set out
                              in the immediately preceding section, but shall be
                              modified as follows:

                              (a)   Section 9.7 of the  Existing  Note  Purchase
                                    Agreements  shall be modified to (i) provide
                                    that,  in  connection  with  any  Subsidiary
                                    granting  a  Subsidiary   Guarantee  to  the
                                    holders of the Notes, other beneficiaries of
                                    a guarantee from such Subsidiary  granted in
                                    connection    with   the   Syndicated   Loan
                                    Agreement  or  any   Committed   Medium-Term
                                    Facilities  shall  provide  a letter  to the
                                    holders  of the Notes in form and  substance
                                    satisfactory to the Majority Holders whereby
                                    the   existence   and   validity   of   such
                                    Subsidiary  Guarantee  as  well  as the pari
                                    passu ranking of such


                                       12

<PAGE>


                                    Subsidiary  Guaranty and such  guarantee are
                                    acknowledged  and  confirmed and (ii) delete
                                    Section  9.7(b) (and any related  provisions
                                    providing for the release of any  Subsidiary
                                    Guarantee under any circumstances other than
                                    in connection  with a permitted  disposal of
                                    the Subsidiary in question);

                              (b)   Section  10.1 shall be modified to expressly
                                    prohibit  any  floating   charges  over  all
                                    assets and  undertakings  conferring  on the
                                    chargee    a   power    to    appoint    any
                                    administrative  receiver,   receiver  and/or
                                    manager or any other receiver (a "Receiver")
                                    (or similar  Encumbrances  under the laws of
                                    any jurisdiction  conferring  similar powers
                                    on the chargee to appoint a Receiver) or any
                                    Encumbrances on book debts,  receivables and
                                    any other current assets of the Group (other
                                    than the sale,  factoring or  discounting of
                                    receivables  on a  non-recourse  basis where
                                    the aggregate amount of receivables so sold,
                                    factored    or    discounted     does    not
                                    exceed(pound)500,000  (or its  equivalent in
                                    aggregate),  in each case  regardless of the
                                    Encumbrances   otherwise   permitted   under
                                    Section 10.1;

                              (c)   the  definition of "Permitted  Encumbrances"
                                    in the  Existing  Note  Purchase  Agreements
                                    shall apply provided that clause (j) of such
                                    definition of "Permitted Encumbrances" shall
                                    be modified to reduce the "basket" contained
                                    therein to 10% of Consolidated Net Worth;

                              (d)   Section 10.2 shall be modified to (i) modify
                                    clause (a) thereof to apply only to Borrowed
                                    Money  owing to either  the  Company  or any
                                    Subsidiary Guarantor, (ii) modify clause (d)
                                    thereof  to  conform  to  clause  (b) of the
                                    definition  of  "Permitted  Borrowed  Money"
                                    below,   (iii)   eliminate  the   exceptions
                                    contained   in  clauses  (b),  (c)  and  (1)
                                    through  (g)  thereof  and (iv)  reduce  the
                                    "basket"  contained in clause (h) thereof to
                                    10% of Consolidated Net Worth;

                              (e)   Section   10.4  shall  be  modified  to  (i)
                                    restrict  intra-group Asset  Dispositions as
                                    provided   in   Section   10.4(a)  to  Asset
                                    Dispositions  between  the  Company  and the
                                    Subsidiary Guarantors, (ii) modify the limit
                                    contained  in  subclause   (ii)  of  Section
                                    10.4(c) to "10% of Consolidated




                                       13


<PAGE>


                                    EBITDA for the  preceding  Fiscal Year" (and
                                    eliminate  the  definition  and  concept  of
                                    "Adjusted  EBITDA"),  (iii) modify the limit
                                    contained  in  subclause  (iii)  of  Section
                                    10.4(c)  for  all  Asset  Dispositions  made
                                    since  the Put  Elimination  Date to "30% of
                                    Consolidated  EBITDA for the then  preceding
                                    Fiscal Year" (and  eliminate the  definition
                                    and concept of "Adjusted EBITDA"),  and (iv)
                                    modify  Section  10.4(c) to provide that any
                                    reinvestments  or debt  repayments  from the
                                    proceeds  of  Asset   Dispositions  be  made
                                    within 180 days of the effective date of the
                                    relevant  Asset  Disposition   (rather  than
                                    within   one  year)  to   qualify   for  the
                                    exclusion  specified  therein  and that,  in
                                    connection    with   any    prepayment    of
                                    unsubordinated  Borrowed  Money and  related
                                    offer to  repurchase  a pro rata  portion of
                                    the  Notes  in  connection  therewith,   the
                                    Make-Whole  Amount  will be  payable  by the
                                    Company connection therewith; and

                              (f)   an  additional   covenant   shall  be  added
                                    prohibiting sale and leaseback transactions,
                                    factoring,  asset  securitizations and other
                                    similar   "off-balance  sheet"  transactions
                                    other   than   the   sale,    factoring   or
                                    discounting of receivables on a non-recourse
                                    basis   where   the   aggregate   amount  of
                                    receivables so sold,  factored or discounted
                                    does  not  exceed   (pound)500,000  (or  its
                                    equivalent) in aggregate.


Dividends and Other
Distributions:                Prior to the Put  Elimination  Date,  the  Company
                              will not:

                              (a)   and will procure that no other member of the
                                    Group will redeem or  purchase or  otherwise
                                    reduce any of the Company's share capital or
                                    any uncalled  capital or unpaid liability in
                                    respect  thereof  or reduce  the  amount (if
                                    any)  for the  time  being  standing  to the
                                    credit  of  the   Company's   share  premium
                                    account  or  capital   redemption  or  other
                                    undistributable reserve in any manner (other
                                    than a  partial  capital  reorganization  in
                                    order to create distributable reserves where
                                    no  amount  is  paid  or   becomes   payable
                                    (including,  without  limitation,  by way of
                                    set-off,    combination   of   accounts   or
                                    otherwise) to any shareholder of the Company
                                    as part of such capital reorganization); or


                                       14

<PAGE>


                              (b)   declare, pay (including, without limitation,
                                    by way of set-off,  combination  of accounts
                                    or   otherwise)  or  permit  to  accrue  any
                                    dividend or make any other  distribution  or
                                    payment  (whether  in  cash  or in  specie),
                                    including   any   interest   and/or   unpaid
                                    dividends,  in  respect of its equity or any
                                    other  share  capital  for the time being in
                                    issue  except  that it may declare and pay a
                                    final dividend (but not an interim dividend)
                                    in respect of any Fiscal Year after December
                                    31, 2001, provided that:

                                    (i)    the  financial  covenants  have  been
                                           tested  and  passed as at the June 30
                                           financial  covenants test date in the
                                           following Fiscal Year;

                                    (ii)   no  breach  of any  of the  financial
                                           covenants   has   occurred   and   is
                                           continuing  and no other  Default  or
                                           Event of Default has  occurred  which
                                           is continuing;

                                    (iii)  the  ratio  of   Consolidated   Gross
                                           Borrowings to Consolidated EBITDA was
                                           not  greater  than  3.50:1 on each of
                                           the  two  most   recent   consecutive
                                           financial covenant test dates;

                                    (iv)   the  dividend  does not exceed 25% of
                                           Consolidated  Excess Cash Flow if the
                                           ratio    of    Consolidated     Gross
                                           Borrowings to Consolidated EBITDA was
                                           not less  than  3.25:1 on each of two
                                           most  recent  consecutive   financial
                                           covenant test dates;

                                    (v)    the  dividend  does not exceed 50% of
                                           Consolidated Excess Cash Flow;

                                    (vi)   not later  than 5 and no more than 15
                                           Business  Days prior to the  proposed
                                           date for the payment of that dividend
                                           the  finance  director  (or, if he is
                                           unavailable for any reason, any other
                                           director   in   each   case  in  such
                                           directors'    opinion   but   without
                                           personal  liability)  of the  Company
                                           delivers  to the holders of the Notes
                                           a  certificate  in which the  Company
                                           certifies   (without   qualification)
                                           that:


                                                 15


<PAGE>


                                           (A)   it  proposes  to pay a dividend
                                                 and states the amount of it;

                                           (B)   no   breach   of   any  of  the
                                                 financial     covenants     has
                                                 occurred and is continuing  and
                                                 no  other  Default  or Event of
                                                 Default has  occurred  which is
                                                 continuing;

                                           (C)   in the  opinion of the board of
                                                 directors    of   the   Company
                                                 (acting in good faith and after
                                                 having  regard  (inter alia) to
                                                 the   current   and   projected
                                                 trading and cash flow  position
                                                 of the Group (such  projections
                                                 being   based   on   reasonable
                                                 assumptions),  and assuming the
                                                 making of such dividend):

                                                 (1)   no  breach  of any of the
                                                       financial   covenants  or
                                                       any Event of  Default  is
                                                       reasonably    likely   to
                                                       occur either  immediately
                                                       or  within   the   period
                                                       ending  12  months  after
                                                       the date of the dividend;
                                                       and

                                                 (2)   the  Group is  reasonably
                                                       likely to have sufficient
                                                       working   capital  during
                                                       such 12 month period,

                                                 and such  certificate  shall be
                                                 accompanied  by (a) a  forecast
                                                 for the period of 6 full months
                                                 following the proposed  payment
                                                 date   showing  the   projected
                                                 respective      amounts      of
                                                 Consolidated            EBITDA,
                                                 Consolidated  Gross Borrowings,
                                                 Consolidated    Net    Interest
                                                 Expenditure,            Capital
                                                 Expenditure  and   Consolidated
                                                 Net Worth and their application
                                                 to the  financial  covenants in
                                                 respect   of   each   financial
                                                 covenant  test date within such
                                                 period,  such  forecast  to  be
                                                 based on the  knowledge  of the
                                                 Company and the circumstances

                                       16

<PAGE>

                                                 then   existing  at  such  time
                                                 together    with     reasonable
                                                 assumptions,    and    (b)    a
                                                 calculation  by the  Company of
                                                 Consolidated  Excess  Cash Flow
                                                 for the  relevant  Fiscal  Year
                                                 (showing  the  calculations  on
                                                 which  it  is  based)  together
                                                 with  a   statement   from  the
                                                 Company's  auditors  as to  the
                                                 amount   of  the   Consolidated
                                                 Excess  Cash  Flow   confirming
                                                 that in all  material  respects
                                                 the  calculation  has been made
                                                 in accordance  with the audited
                                                 consolidated          financial
                                                 statements of the Group for the
                                                 relevant  Fiscal  Year  and the
                                                 definition   of    Consolidated
                                                 Excess Cash Flow.


Maintenance of
Committed  Medium-
Term Bank Facilities:         At all times after the Put  Elimination  Date, the
                              Company shall maintain Committed  Medium-Term Bank
                              Facilities  having committed  availability  levels
                              which,   in  the   aggregate,   on  any   date  of
                              determination,  are  greater  than or equal to the
                              aggregate    principal   amount   of   the   Notes
                              outstanding  (provided  that the Company shall not
                              be in  violation  of this  covenant if any bank or
                              other   financial   institution   providing   such
                              facilities   shall  be  required,   by  reason  of
                              illegality,    increased   costs   or   regulatory
                              restriction  as set  forth  in  customary  banking
                              documentation,   to  withdraw  such   facilities).
                              "Committed Medium-Term Bank Facilities" shall mean
                              loan or other credit facilities (other than letter
                              of  credit  or  documentary   credit   facilities)
                              providing for revolving or term loans  pursuant to
                              a written  commitment by a bank or other financial
                              institution for which the period until maturity or
                              termination of such  commitment and the borrowings
                              thereunder have, at the date of determination,  at
                              least 364 days remaining and which are not capable
                              of being  demanded or withdrawn at any time during
                              such  period  (other  than  following  an event of
                              default thereunder).

Change of Control:            In the event of a Change of  Control,  the Company
                              will  offer to prepay  the  outstanding  principal
                              amount  of  the  Notes,   together   with  accrued
                              interest,  accrued P1K  Management  Fees (together
                              with accrued interest  thereon) and the Make-Whole
                              Amount  (including all deferred amounts in respect
                              thereof and accrued interest thereon)  (calculated
                              as provided


                                       17

<PAGE>


                              below).  Within 30 days after receipt of the offer
                              of prepayment from the Company, each holder of the
                              Notes shall elect whether to accept or reject such
                              prepayment.  If a  holder  does  not  reply to the
                              Company within such 30 days,  such holder shall be
                              deemed   to   have   accepted   such   prepayment.
                              Notwithstanding  the foregoing,  the prepayment of
                              any Notes held by any holder  accepting such offer
                              (or not having  responded to the Company) shall be
                              made at the  same  time any  payments  are made in
                              connection  with the repayment or  refinancing  of
                              the Syndicated  Loan Agreement as a result of such
                              Change of Control  regardless  of whether  such 30
                              day period has passed.

                              The Company will  promptly  provide the holders of
                              the Notes with written notice of the occurrence of
                              any Control Event.

                              For  these  purposes,  (1) a "Change  of  Control"
                              shall occur if a person (whether alone or together
                              with any associated person or persons) becomes the
                              beneficial  owner of  shares in the  issued  share
                              capital  of the  Company  carrying  the  right  to
                              exercise more than 50% of the votes exercisable at
                              a general  meeting of the Company,  (2) a "Control
                              Event" means (A) the announcement, by or on behalf
                              of any person or associate  person or persons,  in
                              accordance  with  Rule  2.5 of the  City  Code  on
                              Takeovers and Mergers, of a firm intention to make
                              an offer to the holders of the ordinary  shares of
                              the  Company  or of a  proposal  for a  scheme  of
                              arrangement,  which offer or proposal, if accepted
                              or approved (as the case may be) by the  requisite
                              number(s)  of holders and if the other  conditions
                              thereto were satisfied or waived,  would result in
                              a Change of  Control or (B) the making of an offer
                              to the  holders  of  the  ordinary  shares  of the
                              Company   or  the   proposing   of  a  scheme   of
                              arrangement,  which offer or proposal, if accepted
                              or approved (as the case may be) by the  requisite
                              number(s)  of holders and if the other  conditions
                              thereto were satisfied or waived,  would result in
                              a Change of Control  (but,  for the  avoidance  of
                              doubt,  "Control  Event"  shall  not  include  any
                              preliminary approach or negotiations by any person
                              or group of  persons  to or with  the  Company  in
                              respect of any such offer), and (2) an "associated
                              person" means, in relation to any person, a person
                              who is (i)  acting in concert  (as  defined in the
                              City  Code on  Takeovers  and  Mergers)  with that
                              person or (ii) a  connected  person (as defined in
                              section  839 of the Income and  Corporation  Taxes
                              Act 1988) of that person.


                                       18

<PAGE>


                              In the event of a prepayment  of the Notes and the
                              occurrence  of a Change  of  Control  or a Control
                              Event within six months following such prepayment,
                              the Company will be  obligated,  as a separate and
                              continuing obligation, to pay, on the date of such
                              Change of Control or Control Event, to each holder
                              of Notes  (as of the date of such  prepayment)  an
                              amount  equal to the  difference  between  (x) the
                              Make-Whole  Amount  calculated  on the basis  that
                              such prepayment was in connection with a Change of
                              Control or Control Event and (y) the amount of the
                              Make-Whole Amount actually paid on such prepayment
                              date.

Accrued Interest and
Make-Whole Amount, etc.:      All  mandatory  and  optional  prepayments  on the
                              Notes will be made together with accrued  interest
                              to the date of payment  and,  with respect to such
                              mandatory  and optional  prepayments  other than a
                              required  prepayment  contemplated  by  the  first
                              paragraph  of  the  section   entitled   "Required
                              Prepayments"   above,  the  Make-Whole  Amount  in
                              respect of the principal amount of the Notes being
                              prepaid or repaid,  provided  that any  Make-Whole
                              Amount  which is  payable in  connection  with any
                              partial  prepayment of the Notes prior to the Bank
                              Refinancing  Date shall be  deferred  and shall be
                              payable  on the  date  the P1K  Management  Fee is
                              payable.  Any Make-Whole  Amount so deferred shall
                              accrue interest at 9.25% per annum, which interest
                              shall  accrue but shall not be  payable  until the
                              deferred   Make-Whole   Amount  is  payable.   The
                              "Make-Whole  Amount"  shall be defined as provided
                              in  the  Existing  Note  Purchase  Agreements  and
                              shall, except as provided below, be calculated for
                              any  prepayment or repayment of the Notes based on
                              the  original  interest  rate (7.6  1%),  interest
                              payment  and  mandatory  prepayment  schedule  and
                              maturity  date of the  Notes  as set  forth in the
                              Existing  Notes  and the  Existing  Note  Purchase
                              Agreements,  provided that, in connection with any
                              prepayment of the Notes as a result of a Change of
                              Control, the Make-Whole Amount shall be calculated
                              based on the  modified  interest  rate and payment
                              schedule on the Notes (9.25%).


Financial Information
(Pre-Put Elimination Date):   Prior to the Put Elimination  Date, in addition to
                              the information  required to be delivered pursuant
                              to  Section  7.1 of  the  Existing  Note  Purchase
                              Agreements, the Company will:


                                       19

<PAGE>


                              (a)   prepare  consolidated  financial  statements
                                    for the Group in respect of each Fiscal Year
                                    and cause the same to be  reported on by the
                                    Company's    auditors   and   provide   such
                                    financial  statements  to the holders of the
                                    Notes   together  with  the  report  of  the
                                    Company's   auditors   thereon,   the  notes
                                    thereto,  the directors'  report thereon and
                                    the   report  of  the   Company's   auditors
                                    required in clause (e) below,  together with
                                    the Group's preliminary audited consolidated
                                    financial  statements,   at  the  time  such
                                    preliminary audited  consolidated  financial
                                    statements   are  issued  to  the  Company's
                                    shareholders but in any event within 90 days
                                    of the end of each Fiscal Year.

                              (b)   prepare  unaudited   consolidated  quarterly
                                    management accounts for the Group in respect
                                    of each  Fiscal  Quarter in the agreed  form
                                    and provide such  accounts to the holders of
                                    the Notes  within  45 days  after the end of
                                    each  Fiscal  Quarter,   together  with  the
                                    compliance  certificate  required  in clause
                                    (d) below. The quarterly management accounts
                                    shall include:

                                    (i)    a    cashflow    statement    and   a
                                           consolidated  profit and loss account
                                           in  respect  of the  relevant  Fiscal
                                           Quarter,  the  Fiscal  Year  to  that
                                           date, and whatever periods or rolling
                                           12 month  periods are relevant to the
                                           calculations  required  to  test  the
                                           financial covenants;

                                    (ii)   a comparison of all relevant  results
                                           with  the  relevant   annual   budget
                                           required to be provided in clause (f)
                                           below;

                                    (iii)  a  comparison  of actual  performance
                                           for  that  Fiscal  Quarter  with  the
                                           performance   during  the  equivalent
                                           Fiscal Quarter during the immediately
                                           preceding   Fiscal   Year;

                                    (iv)   a  consolidated  balance  sheet as at
                                           the end of that Fiscal Quarter;

                                    (v)    a management  discussion and analysis
                                           in  a   form   satisfactory   to  the
                                           Majority Holders;

                                       20


<PAGE>


                                    (vi)   a  statement  of  the  aggregate  net
                                           proceeds of relevant  disposals  made
                                           during   such  period  to  which  the
                                           mandatory   prepayment   requirements
                                           described  in  the  section  entitled
                                           "Prepayment on Asset Disposals" above
                                           apply;

                                    (vii)  (for the  purposes  relevant  for the
                                           Maximum Capital Expenditure financial
                                           covenant) a statement  of the Capital
                                           Expenditure   (as   defined   herein)
                                           during such period;

                                    (viii) an  analysis  of the  profit and loss
                                           account by profit centers; and

                                    (ix)   a statement of the consideration paid
                                           by the  Group  (and  broken  down  by
                                           Group    members)   in   respect   of
                                           Permitted  Acquisitions  during  such
                                           period.

                              (c)   prepare   unaudited   consolidated   monthly
                                    management  accounts in respect of the Group
                                    in respect of each  month and  provide  such
                                    accounts to the holders of the Notes  within
                                    30 days  after  the end of each  month.  The
                                    monthly management accounts shall include:

                                    (i)    a  consolidated   cashflow  statement
                                           (including a 4 week rolling  forecast
                                           of  central  liquidity  in the agreed
                                           form);

                                    (ii)   a   consolidated   profit   and  loss
                                           account  for the  relevant  month and
                                           the Fiscal Year to that date;

                                    (iii)  a comparison of all relevant  results
                                           with  the  relevant   annual   budget
                                           required to be provided in clause (f)
                                           below;

                                    (iv)   a  comparison  of actual  performance
                                           for that month  with the  performance
                                           during the  equivalent  month  during
                                           the  immediately   preceding   Fiscal
                                           Year;

                                    (v)    a management  discussion and analysis
                                           in  a   form   satisfactory   to  the
                                           Majority Holders;


                                       21


<PAGE>


                                    (vi)   a  statement  of  the  aggregate  net
                                           proceeds of relevant  disposals  made
                                           during   such  period  to  which  the
                                           mandatory   prepayment   requirements
                                           described  in  the  section  entitled
                                           "Prepayment on Asset Disposals" above
                                           apply;

                                    (vii)  (for the  purposes  relevant  for the
                                           Maximum Capital Expenditure financial
                                           covenant) a statement  of the Capital
                                           Expenditure   (as   defined   herein)
                                           during such period; and

                                    (viii) astatement  of  the  investments  and
                                           other   transactions   entered   into
                                           pursuant    to    the    ring-fencing
                                           arrangements  constituting  Permitted
                                           Investments.

                              (d)   prepare   a   certificate    verifying   the
                                    compliance  or otherwise  with all financial
                                    covenants,  confirming  that no  Default  or
                                    Event  of  Default  has  occurred  which  is
                                    continuing  unrexnedied  and  unwaived,  and
                                    attaching  a list of  Material  Subsidiaries
                                    (determined  on the  basis  of the  relevant
                                    financial  statements in accordance with the
                                    revised definition stated below) and have it
                                    signed by its  finance  director,  or if the
                                    finance  director  is  unavailable  for  any
                                    reason,  any other  director of the Company,
                                    and provide such  certificate to the holders
                                    of the Notes at the time of the  delivery of
                                    the quarterly  management  accounts for each
                                    Fiscal Quarter.

                              (e)   at the  time  of  delivery  of  the  audited
                                    consolidated financial statements, deliver a
                                    report  from the  Company's  auditors  (in a
                                    format  acceptable  to the Majority  Holders
                                    and which can be relied  upon by  holders of
                                    the Notes) stating:

                                    (i)    the   amounts   of   the   respective
                                           financial  definitions  in respect of
                                           or, as the case may be, as at the end
                                           of the relevant  period  specified in
                                           the financial  covenants as extracted
                                           from   such   audited    consolidated
                                           financial  statements  and indicating
                                           the manner in which such amounts have
                                           been calculated;

                                       22


<PAGE>


                                    (ii)   the  application  of  the  respective
                                           amounts of such financial definitions
                                           to the financial covenants; and

                                    (iii)  a list of the  Group  companies  that
                                           are Material Subsidiaries  determined
                                           on  the   basis   of   the   relevant
                                           financial  statements  in  accordance
                                           with the  revised  definition  stated
                                           below,

                                    and each such  report  shall (in the absence
                                    of  manifest  error)  be  conclusive  as  to
                                    matters contained in it.

                              (f)   prepare  an annual  budget  for each  Fiscal
                                    Year  (broken  down on a  monthly  basis and
                                    updated  on a  quarterly  basis)  in a  form
                                    satisfactory  to the Majority  Holders,  and
                                    (i) provide  each such annual  budget to the
                                    holders  of the Notes as soon as it  becomes
                                    available,  and in any event not later  than
                                    45 days after the commencement of the Fiscal
                                    Year the subject  thereof,  (ii)  provide an
                                    update  of each  such  annual  budget to the
                                    holders  of the Notes as soon as it  becomes
                                    available,  and in any event not later  than
                                    20  days  after  the  commencement  of  each
                                    Fiscal   Quarter  in  the  Fiscal  Year  the
                                    subject thereof,  and (iii) immediately upon
                                    being  approved  by the  Company's  board of
                                    directors,  provide  to the  holders  of the
                                    Notes any  amendments  or  revisions to each
                                    such annual budget.

                              (g)   provide  to the  holders of the Notes at the
                                    time  of   issue   thereof   every   report,
                                    circular,  notice or like document issued by
                                    the  Company or any of its  Subsidiaries  to
                                    its  creditors  (or any class of  creditors)
                                    generally or to the Banks (as defined below)
                                    and every notice  convening a meeting of the
                                    shareholders    or   any    class   of   the
                                    shareholders of the Company.

                              (h)   provide  to the  holders  of the  Notes  all
                                    information (including,  without limitation,
                                    all    financial     information    reports,
                                    projections, forecasts, budgets and business
                                    information   (but   excluding  any  routine
                                    administrative  notices  and  certificates))
                                    provided by the Company or any Subsidiary to
                                    any Bank (as defined in the Syndicated  Loan
                                    Agreement),  other  bank  lender or  similar
                                    provider of credit or finance to the Company
                                    or such Subsidiary.


                                       23


<PAGE>


                              (i)   the  Issuer   will,   and  each   Subsidiary
                                    Guarantor  will,  provide to the  holders of
                                    the Notes such further  financial  and other
                                    information  concerning  the  Group  (or any
                                    member of it) and its  affairs as any holder
                                    of Notes  may from  time to time  reasonably
                                    request.

                              (j)   notify the holders of the Notes  immediately
                                    upon it  becoming  aware  that a breach of a
                                    financial  covenant,  or an Event of Default
                                    as a result of non payment, cross-default or
                                    an insolvency event, is reasonably likely to
                                    occur  either   immediately  or  within  the
                                    following  12 months.  Upon  receiving  such
                                    notification from the Company,  the Majority
                                    Holders  shall have the right to require the
                                    preparation of an  independent  accountants'
                                    report  on  the   financial   and   business
                                    condition  and prospects of the Group and]or
                                    such other  reports as the Majority  Holders
                                    shall  require  (the cost in each case to be
                                    borne by the  Company)  and the Company will
                                    (and will  procure that each other member of
                                    the  Group   will)   provide   the   persons
                                    preparing   each   such   report   with  all
                                    assistance  and  information   requested  by
                                    them.

                              Prior  to the  Put  Elimination  Date,  the  grace
                              period for an Event of Default shall be reduced to
                              5  Business  Days  in so  far as it  relates  to a
                              breach  of  the  obligations  or  undertakings  to
                              deliver    financial    statements,     compliance
                              certificates and reports of the Company's auditors
                              required to test the financial  covenants  testing
                              at the time and in the  manner  stipulated  in the
                              relevant  clauses of the Amended and Restated Note
                              Purchase Agreement.

Financial Information
(Post-Put Elimination Date):  Following the Put  Elimination  Date,  the Company
                              shall provide the information described in Section
                              7.1 of the Existing  Note  Purchase  Agreements to
                              the  holders  of  the  Notes,  together  with  the
                              following  additional  information:

                              (a)   within  45 days  of the  end of each  Fiscal
                                    Quarter, an unaudited  consolidated  balance
                                    sheet of the Company and its Subsidiaries as
                                    at the end of  such  Fiscal  Quarter  and an
                                    unaudited   consolidated   profit  and  loss
                                    account of the Company and its  Subsidiaries
                                    for such Fiscal  Quarter,  setting  forth in
                                    comparative   form  the   figures   for  the
                                    corresponding Fiscal


                                       24

<PAGE>


                                    Quarter  in the  previous  Fiscal  Year  and
                                    certified by a Senior Financial Officer; and

                              (b)   all    information    (including,    without
                                    limitation,    all   financial   information
                                    reports, projections, forecasts, budgets and
                                    business   information  (but  excluding  any
                                    routine     administrative    notices    and
                                    certificates))  provided  by the  Company or
                                    any Subsidiary to any bank lender or similar
                                    provider of credit or finance to the Company
                                    or such Subsidiary.

                              In addition, the Company will provide the covenant
                              compliance   certificates   required  pursuant  to
                              Section  7.2  of  the   Existing   Note   Purchase
                              Agreements  to the  holders  of the Notes with the
                              quarterly  financial  statements  referred  to  in
                              clause  (a)  above,  and in  connection  with each
                              compliance certificate, the Company will provide a
                              list of Material Subsidiaries.

Most Favored Lender
Status:                       None of the Company or the Subsidiaries  providing
                              guarantees  will  enter into any  modification  or
                              amendment to any existing credit facility or other
                              financing  document,  or enter into any new credit
                              facility  or  financing  document,  that  contains
                              financial   covenants,   definitions   or  default
                              provisions   more   favorable  to  the  lender  or
                              financier  thereunder  unless  the  holders of the
                              Notes  are  given  the  option  of  receiving  the
                              benefit of such more  favorable  provisions at the
                              same  time and on the same  terms.  No  additional
                              guarantees  will be  provided  to the Banks or any
                              other  creditor of the Company,  the Issuer or any
                              Subsidiary Guarantor unless similar guarantees are
                              given in favor of the  holders of the  Notes.

                              For the  avoidance of doubt and in addition to the
                              foregoing,  to the  extent  that the Group  enters
                              into  any   modification   or   amendment  to  the
                              Syndicated    Loan    Agreement    that   contains
                              definitions,  covenants or other  provisions  more
                              favorable  to the  Banks  thereunder  or under the
                              Indicative Key Restructuring  Terms and Conditions
                              attached as Schedule 2 hereto,  the holders of the
                              Notes shall be given the option of  receiving  the
                              benefit of such more  favorable  provisions at the
                              same time and on the same terms.

Events of Default:            The Amended and Restated Note  Purchase  Agreement
                              shall  contain  Events  of  Default  substantially
                              identical  to those in Section 11 of the  Existing
                              Note Purchase Agreements (amended to



                                       25

<PAGE>


                              ensure  that  they  are no less  restrictive  than
                              those in the Syndicated  Loan Agreement) and shall
                              contain  the   following   additional   Events  of
                              Default:

                              (a)   a  cross-default   to  the  Syndicated  Loan
                                    Agreement  providing for an Event of Default
                                    under the Amended and Restated Note Purchase
                                    Agreement regardless of any waiver under the
                                    Syndicated Loan Agreement.

                              (b)   a  refusal  for a  period  of  more  than  7
                                    Business   Days  by  the  Banks   under  the
                                    Syndicated  Loan  Agreement  or the relevant
                                    banks or  financial  institutions  under any
                                    Committed  Medium-Term  Bank  Facilities  to
                                    fund any advance requested by the Company or
                                    any other borrower under the Syndicated Loan
                                    Agreement or such Committed Medium-Term Bank
                                    Facilities (as the case may be).

Representations
And warranties:               Appropriate  to  this  secured   transaction   and
                              including the  representations  and  warranties in
                              the  Existing  Note  Purchase  Agreements  and the
                              representations  and  warranties in the Syndicated
                              Loan  Agreement.

                              A  representation  and  warranty  shall be made in
                              respect  of  all   information   and   projections
                              provided  to the  holders of the Notes in relation
                              to the proposed amendments.

Intercreditor Agreement:      The  holders  of the Notes and the Banks  party to
                              the Syndicated  Loan Agreement shall enter into an
                              intercreditor   agreement  satisfactory  in  form,
                              scope and  substance  to the holders of the Notes,
                              which  shall  give  effect to the terms set out in
                              the term sheet  attached as Schedule 3 hereto (the
                              "Intercreditor Agreement"). The provisions of this
                              term sheet are subject to the terms and conditions
                              of the Intercreditor Agreement.

Guarantees/Security:          The Company's  obligations under the Notes and the
                              Amended and Restated Note Purchase  Agreement will
                              be secured by the following guarantee and security
                              package  (subject  to the  limitations  and issues
                              noted at the end of Schedule 1 hereto):

                              (i)    the  existing   Subsidiary   Guarantees  in
                                     favour of the holders of the Notes given by
                                     certain  Subsidiaries  of the Company prior
                                     to the date hereof (as set out in Part 1 of
                                     Schedule 1 hereto);


                                       26


<PAGE>


                              (ii)   additional   guarantees   from,  and  first
                                     ranking  fixed and floating  charges  over,
                                     all of the  assets and  undertaking  of the
                                     members  of  the  Group   incorporated   in
                                     England  and  Wales  listed  in  Part  2 of
                                     Schedule  1 hereto  (and the  issued  share
                                     capital of each of these  companies  (other
                                     than the Company)  will be the subject of a
                                     pledge/charge by its parent); and

                              (iii)  to the extent  capable  of being  provided,
                                     guarantees  from  material  members  of the
                                     Group incorporated in the US, Germany,  the
                                     Netherlands  and  Australia  as set  out in
                                     Part   3   of   Schedule   1   hereto   and
                                     pledges/charges   over  the  issued   share
                                     capital of those companies.

                              All guarantees and security  documents shall be in
                              form and substance  satisfactory to the holders of
                              the Notes.


                              Prior to the Put  Elimination  Date,  the  Company
                              shall   procure   that    Material    Subsidiaries
                              incorporated in England and Wales, the US, Germany
                              and  the   Netherlands   provide   guarantees  and
                              security  consistent with the terms set out above,
                              to the extent capable of being provided (excluding
                              any Subsidiaries of the Company which are Material
                              Subsidiaries  as at the Effective Date (as defined
                              below)  but  which  are not  required  to  provide
                              guarantees  or  security  as a  condition  to  the
                              effectiveness of the proposed amendments,  so long
                              as the  reasons  for such  security  not  being so
                              required  are  continuing).   For  these  purposes
                              "Material Subsidiary" shall mean any member of the
                              Group   which  is  party  to   (inter   alia)  the
                              Syndicated Loan Agreement or any other  Subsidiary
                              of the Company:

                              (i)    whose  EBITDA,  together  with  that of its
                                     Subsidiaries, is equal to or exceeds 3 % of
                                     the Consolidated EBITDA of the Group (where
                                     EBITDA shall be construed  appropriately in
                                     respect  of such  member  of the  Group  by
                                     reference to the definition of EBITDA); or

                              (ii)   whose gross  revenues,  together with those
                                     of its Subsidiaries, is equal to or exceeds
                                     3 % of the  consolidated  gross revenues of
                                     the Group; or

                              (iii)  to which has been  transferred  (whether by
                                     one    transaction    or   a   series    of
                                     transactions,   related   or  not)  all  or
                                     substantially  all of the assets of another
                                     member of the Group which,



                                       27

                                     immediately  prior to that  transaction  or
                                     any of the transactions in that series, was
                                     a Material  Subsidiary as determined  under
                                     paragraphs (i) or (ii) above; or

                              (iv)   which is a holding  company  of a  Material
                                     Subsidiary  determined under paragraphs (i)
                                     through (iii) above,

                              as  determined  by  reference  to the then  latest
                              quarterly management accounts,  the latest audited
                              consolidated  financial  statements  for the  time
                              being of the Group delivered under the Amended and
                              Restated  Note  Purchase  Agreement and such other
                              financial  statements  of the relevant  members of
                              the  Group  (prepared  on the  same  basis as such
                              financial  statements delivered in accordance with
                              the Amended and Restated Note  Purchase  Agreement
                              in respect of the same  period to which such other
                              financial  statements relate) as are necessary for
                              the  relevant  Compliance  Certificate  to be duly
                              completed  and  delivered in  accordance  with the
                              Amended  and  Restated  Note  Purchase  Agreement,
                              provided  that (i) in the case of a member  of the
                              Group  acquired  after  the end of the  period  to
                              which the then latest financial  statements of the
                              Group  delivered   pursuant  to  the  Amended  and
                              Restated  Note  Purchase   Agreement  relate,  the
                              reference to such then latest financial statements
                              shall  (until   financial   statements  have  been
                              delivered  under  such  clauses  for the period in
                              which such  acquisition is made) be deemed to be a
                              reference to a  consolidation  (in accordance with
                              Fixed   GAAP)  of  such  then   latest   financial
                              statements and the latest financial  statements of
                              such acquired  member of the Group for such period
                              and (ii) a report of the Company's auditors to the
                              holders  of the  Notes  that a  Subsidiary  of the
                              Company  is or is not a  Material  Subsidiary  (in
                              accordance  with this  definition)  when delivered
                              (as part of the report of the  Company's  auditors
                              or otherwise)  shall be conclusive  and binding on
                              the parties hereto.

                              Notwithstanding the foregoing, for the purposes of
                              Sections 5 and 11,  the  definition  of  "Material
                              Subsidiary" shall also include (in addition to the
                              Subsidiaries  referred  to  above)  the  companies
                              listed as Material Subsidiaries in Schedule 5.4.

                              The existing  Subsidiary  Guarantees will continue
                              to be held by the holders of the Notes.


                                       28

<PAGE>


                              The additional  guarantees and other security will
                              be held by the Common Security Trustee (as defined
                              in the  Intercreditor  Term Sheet) (or its agents)
                              pursuant to the  Intercreditor  Agreement and will
                              secure   all   amounts   outstanding   under   the
                              Syndicated   Loan   Agreement,   the  Amended  and
                              Restated  Note Purchase  Agreement,  the Notes and
                              the security documentation on the basis set out in
                              the Intercreditor Term Sheet.

                              The terms and  principles  governing the taking of
                              security both as a condition to the  effectiveness
                              of  the  proposed  amendments  and  as an  ongoing
                              obligation  after  the  Effective  Date  shall  be
                              agreed  between  the  Company,  the holders of the
                              Note and the Common Security Trustee in a security
                              memorandum  dated on or about the  Effective  Date
                              (the "Security Memorandum").

                              For the avoidance of doubt, the refinancing of the
                              Syndicated  Loan Agreement  shall not give rise to
                              any   obligation   to  release  any  guarantee  or
                              security  unless  the Put  Elimination  Date shall
                              have occurred and such refinancing is not secured.
                              On the Put  Elimination  Date, all security (other
                              than the Subsidiary  Guarantees and the additional
                              guarantees)  shall  be  released,  so  long as any
                              refinancing of the Syndicated  Loan Agreement does
                              not  require  such  security.   The  lntercreditor
                              Agreement  shall not terminate and the Refinancing
                              Put shall not be  eliminated  unless  the new bank
                              facility does not require priority or security.



Cash  Management
Undertakings:                 Prior to the Put  Elimination  Date,  the  Company
                              will use its best  endeavours to procure that cash
                              held  by  members  of  the  Group  which  are  not
                              Subsidiary Guarantors and which is not required to
                              meet   working   capital   liabilities   will   be
                              repatriated  directly  or  indirectly  to the bank
                              account  of  a  Subsidiary  Guarantor  located  in
                              England  and Wales or the  United  States,  to the
                              extent  that  such  repatriation  can be done in a
                              legal  and   tax-efficient   manner  and   without
                              incurring costs which are  disproportionate to the
                              benefit to the Finance Parties.

                              The members of the Group will  conduct  their Cash
                              Pooling  Arrangements  in the  UK,  the US and the
                              Euro-Zone with a Bank or Banks, excluding the Cash
                              Pooling  Arrangements  in  place as at the date of
                              the execution of the  Agreement in Principle  with
                              non-Banks in Germany and Italy (to be specifically
                              identified in the Amended and Restated Note


                                       29


<PAGE>


                              Purchase Agreement, and except as otherwise agreed
                              in writing with the Majority Holders.

                              The  Company  will not  permit  any  member of the
                              Group  incorporated or formed in the United States
                              or in England  and Wales that is not a  Subsidiary
                              Guarantor  to  be a  party  to  any  cash  pooling
                              arrangements  with any other  member or members of
                              the  Group,  other  than  where  the  value of any
                              loans,  credit,  rights of set-off,  guarantee  or
                              other  Encumbrance  provided  to  such  member  or
                              members    of   the   Group    does   not   exceed
                              (pound)500,000  and (for the  avoidance  of doubt)
                              such loans, credit,  rights of set-off,  guarantee
                              or   other   Encumbrance    constitute   Permitted
                              Investments.

                              For these purposes:

                              "Cash Pooling Arrangements" means arrangements for
                              the  pooling  of the  balances  of any two or more
                              Group  member's  bank  accounts  pursuant to which
                              arrangements any such member of the Group grants a
                              guarantee,   rights  of   set-off   or  any  other
                              Encumbrance or transfers cash between the relevant
                              bank accounts pursuant to an intra-Group loan.

                              "Euro   Zone"  means  each   country   that  is  a
                              Participating Member State.

                              "Participating  Member State" means a member state
                              of the  European  Union that has adopted or adopts
                              the single currency in accordance with the Treaty.

                              "Treaty"   means  the  Treaty   establishing   the
                              European  Economic  Community  being the Treaty of
                              Rome of 25 March  1957 as  amended  by the  Single
                              European Act 1986 and the Maastricht Treaty (which
                              was signed on 7 February  1992 and came into force
                              on  1  November   1993)  as  amended,   varied  or
                              supplemented from time to time.

Zenith Put
and Call Options:             The Company will  undertake  that no member of the
                              Group will terminate,  amend or vary (or acquiesce
                              in any termination, amendment or variation of) the
                              terms  of the  Joint  Venture  Agreement  dated 27
                              September  2001 (the  "JVA") with  Publicis  Group
                              S.A.  ("Publicis") in a way which might reasonably
                              be expected to adversely affect the Group's rights
                              or  interests  under or in  respect of the put and
                              call


                                       30

<PAGE>


                              options  contained therein relating to the Group's
                              shares   in   Zenith   Optimedia   Group   Limited
                              ("Zenith")  (except  as  required  below) or which
                              might  reasonably be expected to adversely  affect
                              (or  delay)  the  amount of  receipt of any amount
                              referred to in the mandatory prepayment provisions
                              below.

                              The Company shall transfer its shares in Zenith to
                              Sonic  Sun   Limited,   an  English   wholly-owned
                              non-trading solvent Subsidiary of the Company (the
                              "JVA  Subsidiary") in accordance with the terms of
                              the JVA. The JVA Subsidiary will be subject to the
                              guarantee  and  security  requirements  set out in
                              this term sheet (save that the  security  will not
                              cover the  shares in Zenith  while the  consent of
                              Publicis has not been obtained).

                              The JVA Subsidiary will not carry out any trading,
                              business  or other  activity  or own any  material
                              assets  other than  holding  the shares in Zenith,
                              acting   in   relation   to  the   joint   venture
                              constituted  by the JVA,  and  complying  with the
                              call options or  exercising  the put options under
                              the  JVA  and  will   not   incur   any   material
                              liabilities  of  any  nature  whatsoever  (whether
                              actual or contingent)  other than (i)  liabilities
                              for reasonable professional fees, (ii) liabilities
                              under  the  JVA,  (iii)   liabilities   under  the
                              security documentation to which it is a party, and
                              (iv) liabilities which will arise if it were wound
                              up.

                              Any and all of the Group's  right,  interest,  and
                              title in respect  of the shares in Zenith  will be
                              held at all times by the JVA Subsidiary.

                              The JVA Subsidiary  will not transfer or otherwise
                              dispense  of any  interest in any of the shares it
                              holds  from time to time in Zenith  other than (i)
                              pursuant to the exercise of a call option or a put
                              option  under  the  JVA or  (ii) a  disposal  to a
                              person  which is not a  member  of the  Group  and
                              where the net  proceeds  of such  disposal  are at
                              least  equal to the net  proceeds  which  would be
                              received by the Group  following  the  exercise of
                              such a put option at such time, in each case where
                              the  resulting  proceeds are applied in accordance
                              with the mandatory prepayment provisions below and
                              will not create any Encumbrance  over any interest
                              in any of the shares it holds from time to time in
                              Zenith except under any security documentation.

                              Prior to the Put  Elimination  Date, the mandatory
                              prepayment  of the Notes  (subject to the terms of
                              the


                                       31


<PAGE>


                              Intercreditor Agreement) will be required from the
                              Net Proceeds of:

                              (i)    any  exercise  of the put or  call  options
                                     under  the  JVA or any  other  disposal  of
                                     shares (or other interests) in Zenith;

                              (ii)   any claims for damages or other remedies in
                                     respect  of any  breach of the put and call
                                     options in the JVA;

                              (iii)  any  claim in  respect  of all  warranties,
                                     indemnities and  representations  contained
                                     in the JVA to the extent  connected  to the
                                     put and call options; and

                              (iv)   any flotation of, or sale or other disposal
                                     of all or  substantially  all of its assets
                                     and  undertakings  by, Zenith or any of its
                                     Subsidiaries.

Documentation:                Amended and Restated Note Purchase Agreement.

                              Intercreditor Agreement.

                              Guarantee  Agreements and security  documentation,
                              as set out above.

                              All  documentation  will be  satisfactory in form,
                              scope and  substance  to the  holders of the Notes
                              and their special counsel.

Conditions Precedent:         The effectiveness of the Amended and Restated Note
                              Purchase    Agreement    and   the    arrangements
                              contemplated   hereby  shall  be  subject  to  the
                              satisfaction of the following conditions precedent
                              (the date of such  satisfaction  being referred to
                              herein as the "Effective Date"):

                              (a)   the  effectiveness  of the amendments to the
                                    Syndicated  Loan Agreement  specified in the
                                    Indicative  Key   Restructuring   Terms  and
                                    Conditions  attached as Schedule 2 hereto on
                                    a basis  satisfactory  to the holders of the
                                    Notes;

                              (b)   the    execution    and   delivery   of   an
                                    Intercreditor    Agreement   in   form   and
                                    substance  consistent with the Intercreditor
                                    Term Sheet and a Common  Security Trust Deed
                                    in form and  substance  satisfactory  to the
                                    Majority Holders;

                              (c)   the Security Memorandum, duly executed.


                                       32


<PAGE>


                              (d)   the  execution and delivery of the Guarantee
                                    Agreements   and  the   security   documents
                                    described    in   the    section    entitled
                                    "Guarantees/Security"  above  (including the
                                    Pledge  Agreement  to  be  executed  by  the
                                    Company,   Cordiant   Holdings  GmbH,  Bates
                                    Deutschland    GmbH   and   Bates    Germany
                                    Werbeagentur  GmbH  over the  shares  in the
                                    relevant   German   Subsidiaries   and   the
                                    Abstract  Acknowledgement of Indebtedness to
                                    be    executed   by   the    Company)    and
                                    acknowledgements and confirmations from each
                                    existing   guarantor   that   all   existing
                                    guarantees are in full force and effect;

                              (e)   the  payment  by the  Company of the fees to
                                    the  holders of the Notes  described  in the
                                    section entitled "Fees" above;

                              (f)   the payment by the  Company of all  expenses
                                    described    in   the   Section    captioned
                                    "Expenses" below;

                              (g)   the delivery of satisfactory  legal opinions
                                    from US and English counsel to the Obligors,
                                    and the delivery of customary directors' and
                                    secretaries' closing certificates;

                              (h)   the receipt of all requisite board approvals
                                    and corporate authorisations by the Company,
                                    the Issuer,  the  Subsidiary  Guarantors and
                                    the security providers;

                              (i)   the delivery of directors  certificates from
                                    each  of  the  Company,   the  Issuer,   the
                                    Subsidiary Guarantors and security providers
                                    annexing  (inter  alia)  (i)  copies  of the
                                    constitutional   documents   of  each   such
                                    company   or   entity,    (ii)   appropriate
                                    supervisory and management board resolutions
                                    of each such  company  or entity  evidencing
                                    approval  of the entry into the  Amended and
                                    Restated   Note  Purchase   Agreement,   the
                                    security   documentation   and   all   other
                                    documentation   contemplated   thereby  (the
                                    "Documentation"),  and (iii)  signatures  of
                                    those persons  authorised by the supervisory
                                    and  management  board  resolutions  of each
                                    such  company or entity  referred to in (ii)
                                    to  sign  any  of the  Documentation  and to
                                    execute all such  undertakings,  statements,
                                    certificates,  notices, acknowledgements and
                                    other  documents  as may be  required  to be
                                    done,


                                       33


<PAGE>


                                    signed and  executed by or on behalf of each
                                    such  company or entity in  connection  with
                                    the  Documentation and otherwise in relation
                                    to or ancillary to the same;

                              (j)   a   report    from    PricewaterhouseCoopers
                                    addressed  (among  others) to the holders of
                                    the   Notes   and  the   Company   including
                                    confirmation  that the  holders of the Notes
                                    may rely thereon;

                              (k)   the delivery of a letter from the  Company's
                                    auditors confirming that they continue to be
                                    appointed  as the  auditors of the  Company,
                                    and  confirming  that they will  provide the
                                    auditors  report  referred to in the section
                                    entitled  "Financial   Information  (Pre-Put
                                    Elimination Date) above;

                              (l)   the  delivery  by the Company of a certified
                                    true,  complete  and  up-to-date   financial
                                    model  (the  "Financial  Model")  and annual
                                    operating budget for the 2002 Fiscal year;

                              (m)   the  delivery  by the Company of a certified
                                    true,   complete  and  up-to-date   list  of
                                    material   intercompany   loans   and  group
                                    structure   chart  in  form  and   substance
                                    satisfactory to the Majority Holders;

                              (n)   the  delivery  by the  Company  of a revised
                                    hedging   strategy   letter   in  form   and
                                    substance   satisfactory   to  the  Majority
                                    Holders;


                              (o)   copies,  certified  as a true,  complete and
                                    up-to-date  copies  by  a  Senior  Financial
                                    Officer,   of   the   audited   consolidated
                                    financial  statements  of the  Group for the
                                    Fiscal   Year  ended   December   31,   2001
                                    (together   with  the  Group's   preliminary
                                    audited  consolidated  financial  statements
                                    for  that  Fiscal   Year),   the   quarterly
                                    management  accounts  of the  Group  for the
                                    Fiscal  Quarter ended December 31, 2001, and
                                    the  monthly  management  accounts  for  the
                                    month ended  February 28,  2002,  (and which
                                    shall  be  deemed  to  have  been  delivered
                                    pursuant to the section entitled  "Financial
                                    Information   (Pre-Put   Elimination  Date)"
                                    above;

                              (p)   either:

                                       34


<PAGE>


                                    (i)    a copy, certified as a true copy by a
                                           Senior   Financial   Officer  of  all
                                           consents,  authorisations,   licences
                                           and   approvals   required   by   the
                                           Company,    the   Issuer   and   each
                                           Subsidiary   Guarantor  and  security
                                           provider to authorise, or required by
                                           the  Company,  the  Issuer  and  each
                                           Subsidiary   Guarantor  and  security
                                           provider  in  connection   with,  the
                                           execution,     delivery,    validity,
                                           enforceability  and  admissibility in
                                           evidence of the Documentation and the
                                           performance   by  the  Company,   the
                                           Issuer and each Subsidiary  Guarantor
                                           and   security    provider   of   its
                                           respective   obligations   under  the
                                           Documentation, or

                                    (ii)   a  certificate  signed  by  a  Senior
                                           Financial Officer of the Company that
                                           no   such   consent,   authorisation,
                                           licence or  approval  referred  to in
                                           clause  (~p)(i)  above is required by
                                           the   Company,   the  Issuer  or  any
                                           Subsidiary   Guarantor   or  security
                                           provider;

                              (q)   a  certificate   from  a  Senior   Financial
                                    Officer  of  the  Company   confirming  that
                                    utilisation in full of the facilities  under
                                    the  Syndicated  Loan Agreement (as amended)
                                    would not  render the Group in breach of any
                                    restriction on borrowings  applicable to the
                                    Group  in  its   respective   constitutional
                                    documents or elsewhere.

                              (r)   evidence that the JVA Subsidiary has acceded
                                    to the  JVA  and  that  all  of the  Group's
                                    right,  interest  and  title  to  shares  in
                                    Zenith  have  been  transferred  to the  JVA
                                    Subsidiary   and  copies  of  the  documents
                                    evidencing   such   accession  and  transfer
                                    certified by a Senior  Financial  Officer as
                                    true, complete and up-to-date;

                              (s)   the  delivery of copies,  certified  as true
                                    copies by a Senior Financial  Officer of the
                                    Company,   of  all  other  committed  credit
                                    facilities of the Group which are assumed to
                                    be in place in the Financial  Model, and any
                                    necessary  consents to the  amendment of the
                                    Existing   Note   Purchase   Agreements   in
                                    accordance  with  this term  sheet  required
                                    under  the  terms  of those  facilities  (or
                                    written confirmation from a


                                       35



<PAGE>


                                    Senior   Financial   Officer  that  no  such
                                    consents are required);

                              (t)   the delivery of a certificate  from a Senior
                                    Financial    Officer     confirming    that,
                                    immediately  following the  Effective  Date,
                                    the Group  will have no  Encumbrances  other
                                    than  Permitted   Encumbrances   (including,
                                    without limitation, duly certified copies of
                                    any release  documentation in respect of any
                                    such  Encumbrances  that  are not  Permitted
                                    Encumbrances);

                              (u)   the delivery of a certificate  from a Senior
                                    Financial    Officer     confirming    that,
                                    immediately  following the  Effective  Date,
                                    the Group will have no Borrowed  Money other
                                    than  as   permitted   by  the  Amended  and
                                    Restated Note Purchase Agreement;

                              (v)   information in respect of Zenith,  including
                                    the put option,  and copies of the  relevant
                                    documentation;

                              (w)   a report from KPMG,  together  with a letter
                                    from  KPMG,  addressed  to,  and  capable of
                                    being  relied  upon by,  the  holders of the
                                    Notes in respect of the KPMG report;

                              (x)   local legal  opinions from legal advisors to
                                    the  holders  of the  Notes  and the  Common
                                    Security  Trustee  in each  jurisdiction  in
                                    which a guarantor  or  security  provider is
                                    incorporated; and

                              (y)   evidence  of the  repayment  of  the  Korean
                                    debenture stock.

Expenses:                     The Company  will pay all  expenses of the holders
                              of the  Notes  in  connection  with  the  proposed
                              amendments,  including,  without  limitation,  the
                              fees and  expenses of Bingham Dana LLP and Willkie
                              Farr & Gallagher,  special  counsel to the holders
                              of  the  Notes,   the  other   local  law  counsel
                              instructed  by  Bingham  Dana LLP on behalf of the
                              holders  of the Notes  and  PricewaterhouseCoopers
                              reporting  accountants to the holders of the Notes
                              and the Banks,  regardless of whether the proposed
                              amendments are consummated.


Governing  law:               New York law (Amended and Restated  Note  Purchase
                              Agreement and Guarantee Agreements)


                                       36


<PAGE>


                              English law (Intercreditor Agreement)

Definitions:                  "Borrowed Money" means  Indebtedness in respect of
                              (i) money borrowed or raised and debit balances at
                              banks, (ii) any amount raised pursuant to any note
                              purchase  facility  or the issue of bonds,  notes,
                              debentures,  loan stock or any similar instrument,
                              (iii) any counter-indemnity  obligation in respect
                              of  a  guarantee,   indemnity,  bond,  standby  or
                              documentary   letter   of   credit  or  any  other
                              instrument   issued   by  a  bank   or   financial
                              institution, (iv) acceptance or documentary credit
                              facilities,  (v)  receivables  sold or  discounted
                              (otherwise  than on a  non-recourse  basis),  (vi)
                              deferred  payments for assets or services acquired
                              where the deferred  payment is arranged  primarily
                              as a method of raising  finance or  financing  the
                              acquisition  of the  asset  or  services  acquired
                              (excluding  credit granted in the ordinary  course
                              of trading for a period not exceeding 120 days (or
                              in the  case  of  Greece,  Spain  and  Italy,  not
                              exceeding  180  days) and  deferred  consideration
                              payments in respect of Permitted  Acquisitions  or
                              Permitted   Investments   and   certain   deferred
                              consideration obligations be set out in a schedule
                              to  the   Amended  and   Redated   Note   Purchase
                              Agreement,  (vii) the  capital  element of Finance
                              Leases and hire purchase contracts, (viii) (except
                              for   the   purposes   of   the    definition   of
                              "Consolidated   Gross   Borrowings")   Derivatives
                              Contracts,  (ix) any  preference  or other  shares
                              which are mandatorily  redeemable or redeemable at
                              the  option  of the  holder  thereof  (other  than
                              certain  preference shares be listed on a schedule
                              to  the   Amended  and   Redated   Note   Purchase
                              Agreement),  (x) any other transaction  (including
                              without   limitation   forward  sale  or  purchase
                              agreements  where the deferred payment is arranged
                              primarily  as  a  method  of  raising  finance  or
                              financing the acquisition of the asset or services
                              acquired)  having  the  commercial   effect  of  a
                              borrowing or raising of money or of any of (ii) to
                              (ix)  above  and  (x)  guarantees  in  respect  of
                              Indebtedness  of any person  falling within any of
                              (i) to (x) above.

                              "Budgeted  Capital   Expenditure"   means  Capital
                              Expenditure incurred or to be incurred in a Fiscal
                              Year up to a maximum of:

                                 Fiscal Year ended             Amounts
                                 December 31, 2002             (pound)10,000,000
                                 December 31, 2003             (pound)17,500,000



                                       37

<PAGE>


                                 December 31, 2004             (pound)20,000,000


                              "Capital  Expenditure" means any expenditure which
                              should be treated as  capital  expenditure  in the
                              audited  consolidated  financial statements of the
                              Group in accordance with Fixed GAAP.

                              "Consolidated  EBITDA"  means,  in  respect of any
                              period,  the  consolidated  trading  profits,  but
                              before:

                              (i)    exceptional items and  extraordinary  items
                                     (each  as  separately   identified  in  the
                                     relevant profit and loss account);

                              (ii)   profits and losses on  disposals of capital
                                     assets;

                              (iii)  amortisation    of   goodwill   and   other
                                     intangible  assets;

                              (iv)   depreciation and impairment;

                              (v)    Consolidated Gross Interest Expenditure and
                                     interest  received or receivable;  and

                              (vi)   Taxes;

                              of the Group for such period and after taking into
                              account the applicable share of any profit or loss
                              of any joint  venture or other person which is not
                              a  Subsidiary  of the Company and after  deducting
                              (to the extent  otherwise  included)  profits  (or
                              adding  back  losses)   attributable  to  minority
                              interests  in  members  of  the  Group  and  after
                              deducting (to the extent not  otherwise  deducted)
                              Property Payments.

                              "Consolidated  Excess Cash Flow" means, in respect
                              of any Fiscal Year the Consolidated  EBITDA of the
                              Group for such period:

                              after the addition of (if not already added):

                              (a)   cash dividends  received from investments in
                                    joint  ventures and other  persons which are
                                    not   Subsidiaries  of  the  Company  (after
                                    Taxes);

                              (b)   Tax rebates received in cash which the Group
                                    is entitled to retain; and

                              (c)   any  other   non-cash   items   expensed  in
                                    arriving at Consolidated EBITDA,


                                       38

<PAGE>


                                    after  the  deduction  of  (if  not  already
                                    deducted):

                                    (i)    payments   in   respect   of  Capital
                                           Expenditure;

                                    (ii)   payments  of  cash   exceptional  and
                                           extraordinary items;

                                    (iii)  Group Taxes paid;

                                    (iv)   any other  non-cash items credited in
                                           arriving at Consolidated EBITDA,

                                    (v)    Consolidated       Net       Interest
                                           Expenditure;

                                    (vi)   all  cash   dividends   paid  by  the
                                           Company and all cash  dividends  paid
                                           in respect of minority  interests  in
                                           other members of the Group;

                                    (vii)  all repayments and prepayments of the
                                           Notes  and  all  amounts  applied  in
                                           repayment  and  cancellation  of  the
                                           facilities  under the Syndicated Loan
                                           Agreement  (where crediting cash to a
                                           cash collateral  account pending such
                                           application  is  deemed to be such an
                                           actual    prepayment)    except   for
                                           mandatory  repayments or  prepayments
                                           of the Notes or the facilities  under
                                           the  Syndicated   Loan  Agreement  in
                                           accordance  with  the  terms  of  the
                                           Syndicated Loan Agreement  and/or the
                                           Amended and Restated  Loan  Agreement
                                           (as  applicable)  to the extent  that
                                           the   proceeds   from  the   relevant
                                           transaction  which  give rise to such
                                           repayments   or    prepayments    are
                                           excluded in determining  Consolidated
                                           EBITDA for the period;

                                    (viii) the   principal   amount   of  rental
                                           payments   in   respect   of  Finance
                                           Leases;

                                    (ix)   all  cash   consideration   paid  for
                                           acquisitions  constituting  Permitted
                                           Acquisitions   (including,    without
                                           limitation,  by  way of  earnouts  or
                                           deferred consideration); and

                                    (x)    all amounts paid in  connection  with
                                           employee share option schemes,

                                    and  excluding the  applicable  share of any
                                    loss or profit of any joint venture or other
                                    person  which  is  not a  Subsidiary  of the
                                    Company included in arriving at Consolidated
                                    EBITDA,


                                       39


<PAGE>


                                    in  each  case  for,  or paid  during,  such
                                    Fiscal   Year  and  all   calculated   on  a
                                    consolidated basis.

                                    "Consolidated  Gross  Borrowings"  means the
                                    aggregate principal or capital amount of all
                                    Borrowed   Money   incurred   by  the  Group
                                    (including  any  fixed  or  minimum  premium
                                    payable   on  final   repayment)   plus  the
                                    aggregate   principal  element  of  Borrowed
                                    Money secured by any Encumbrance over all or
                                    any  part  of  the  undertaking,   property,
                                    assets,  rights or revenues of any member of
                                    the Group except that:

                                    (i)    moneys  owing  by one  member  of the
                                           Group to another  member of the Group
                                           shall not be taken into account;

                                    (ii)   to   avoid   double   counting,    no
                                           guarantee  of a  liability  which  is
                                           already   taken  into  account  shall
                                           itself be taken into account;

                                    (iii)  no  liability  shall  be  taken  into
                                           account   more   than   once  in  any
                                           computation;

                                    (iv)   Consolidated     Gross     Borrowings
                                           expressed   in   or   calculated   by
                                           reference  to a  currency  other than
                                           Sterling   shall  be  converted  into
                                           Sterling by  reference to the rate of
                                           exchange  used by the Company for the
                                           conversion   of  such   currency   in
                                           accordance with the management policy
                                           of converting such amounts on a daily
                                           basis  or, if the  relevant  currency
                                           was   not   thereby   involved,    by
                                           reference  to the rate of exchange or
                                           approximate  rate of exchange  ruling
                                           on such date and  determined  on such
                                           basis  as the  Majority  Holders  may
                                           determine or approve;

                                    (v)    the principal  amount of Consolidated
                                           Gross   Borrowings   deemed   to   be
                                           outstanding  in  relation  to Finance
                                           Leases  or hire  purchase  agreements
                                           shall  be the  present  value  of the
                                           minimum   lease   or  hire   payments
                                           discounted   at  the  interest   rate
                                           implicit  in the  relevant  lease  or
                                           hire purchase agreement;

                                    (vi)   Indebtedness   in   respect  of  cash
                                           collateralised guarantees issued by a
                                           Bank or any of its  associates or any
                                           bank under any  replacement  facility
                                           in  respect  thereof on behalf of the
                                           Group to media  authorities shall not
                                           be taken into account;


                                       40


<PAGE>


                                    (vii)  Indebtedness  of the Group in respect
                                           of the guarantees  issued by banks on
                                           behalf   of  the   Group   to   media
                                           authorities  in Korea and the  United
                                           Kingdom   shall  not  be  taken  into
                                           account; and

                                    (viii) without  duplication,  debit balances
                                           at any bank or financial institutions
                                           under     the     cash     management
                                           arrangements  of the  Group  shall be
                                           taken into  account net of the credit
                                           balances of the Group at such bank or
                                           financial  institution  to the extent
                                           that such credit balances are subject
                                           to contractual  set-off  against such
                                           debt balances  (both before and after
                                           insolvency)     under    such    cash
                                           management arrangements.

                                    "Consolidated  Gross  Interest  Expenditure"
                                    means, in respect of a period, the aggregate
                                    amount (calculated on a consolidated  basis)
                                    of  all  continuing,   regular  or  periodic
                                    costs,  charges and expenses  accrued during
                                    that period in respect of Consolidated Gross
                                    Borrowings, including:

                                    (a)   any  acceptance   commission  paid  or
                                          payable  in  respect  of any  bills of
                                          exchange    or    other     negotiable
                                          instruments;

                                    (b)   any initial issue discount  allowed on
                                          the issue of debentures (to the extent
                                          relating to that period when amortised
                                          over the term of such debentures); and

                                    (c)   the  interest   component  of  rentals
                                          under Finance Leases,


                                    but   excluding:

                                    (i)   arrangement  and  other  one-off  fees
                                          (including  the  "restructuring  fees"
                                          and   "P1K   management   fees"   (and
                                          interest  thereon) referred to in, and
                                          pursuant to the terms of, the proposed
                                          amendments  to  the  Syndicated   Loan
                                          Agreement and the P1K Management  Fees
                                          (as  defined  below)),  to the  extent
                                          relating to that period when amortised
                                          over   the   term   of  the   relevant
                                          Consolidated Gross Borrowings); and

                                    (ii)  amounts discounted for FRS12 or SSAP24
                                          purposes   to  the  extent   they  are
                                          non-cash items.


                                       41


<PAGE>


                                    "Consolidated   Net  Interest   Expenditure"
                                    means,   in   respect   of  a  period,   the
                                    Consolidated   Gross  Interest   Expenditure
                                    accrued   for  that  period  net  of  credit
                                    interest  accrued by the Group  during  such
                                    period.

                                    "Finance  Lease" means a lease  treated as a
                                    finance   lease   pursuant   to  Fixed  GAAP
                                    (including, for the avoidance of doubt, SSAP
                                    21).

                                    "Net  Proceeds"   means,  in  respect  of  a
                                    disposal  of an asset or any of the  matters
                                    referred  to  in  the  mandatory  prepayment
                                    provisions contained in the section entitled
                                    "Zenith  Put and Call  Options"  above,  the
                                    full amount of proceeds received by a member
                                    of the  Group in  respect  thereof  less the
                                    reasonable  costs  incurred by the  relevant
                                    member of the Group in relation  thereto for
                                    which  purpose  (a) such  proceeds  shall be
                                    taken   to    include,    in   addition   to
                                    consideration  directly  attributable to the
                                    disposal of such asset or such  matter,  any
                                    amount  owing to and set-off by the relevant
                                    purchaser or other relevant third party, (b)
                                    any proceeds received otherwise than in cash
                                    will be  treated as Net  Proceeds  only upon
                                    the subsequent realization of cash from such
                                    proceeds and (c) "reasonable  costs incurred
                                    by  the   relevant   member  of  the  Group"
                                    includes   reasonable  legal  fees,  agents'
                                    commissions,  auditors'  fees,  registration
                                    fees and Taxes paid or properly provided for
                                    in  accordance  with GAAP (where such Tax is
                                    likely  to   become   payable   within   the
                                    following 18 months, or, only in the case of
                                    (i) any  exercise of the put or call options
                                    under  the  JVA or  any  other  disposal  of
                                    shares  (or  other  interests)  in Zenith or
                                    (ii)  any  flotation  of,  or sale or  other
                                    disposal of all or substantially  all of its
                                    assets and undertakings by, Zenith or any of
                                    its   Subsidiaries,    where   the   Company
                                    demonstrates to the reasonable  satisfaction
                                    of the  Majority  Holders that such Tax will
                                    become payable after such period).

                                    "Permitted Acquisitions" means:

                                    (a)   the acquisitions listed in the Earnout
                                          Projections  for 2002 to 2004 provided
                                          by the  Company to the  holders of the
                                          Notes and dated February 4, 2002;

                                    (b)   investments   in  the  then   existing
                                          Subsidiary  Guarantors (or a member of
                                          the  Group  or a newly  formed  entity
                                          which  in  each  case   simultaneously
                                          becomes a  Subsidiary  Guarantor)  and
                                          investments  by a member  of the Group
                                          which is not a Subsidiary



                                       42


<PAGE>


                                          Guarantor  in  another  member  of the
                                          Group   which  is  not  a   Subsidiary
                                          Guarantor;

                                    (c)   Permitted   Investments   (as  defined
                                          below); and

                                    (d)   the acquisition of related  businesses
                                          (including    companies    where   the
                                          liability  of  its   shareholders   is
                                          limited  to  their   respective  share
                                          capital in such  company but not other
                                          entities) provided that:

                                          (i)   the    consideration    (without
                                                double   counting   within   the
                                                Group),    including,    without
                                                limitation,     any     deferred
                                                consideration          (whenever
                                                payable), and the obligations in
                                                respect of Borrowed Money of any
                                                such     company     immediately
                                                following  its   acquisition  or
                                                repaid directly or indirectly by
                                                any   member  of  the  Group  or
                                                otherwise  assumed  by the Group
                                                and  taking  the  value  of  any
                                                non-cash  consideration  at  the
                                                higher of its stated value under
                                                the    agreement(s)    for   the
                                                acquisition  in question and the
                                                market     value     of     such
                                                consideration  on the date  such
                                                agreement(s)  were  entered into
                                                by the Group,  in respect of all
                                                such  acquisitions  by the Group
                                                (other    than     consideration
                                                constituted  by ordinary  shares
                                                in   the   Parent    issued   or
                                                transferred   to  the   relevant
                                                vendor  (or as it  may  direct))
                                                shall not exceed  $2,000,000 (or
                                                its   equivalent  in  any  other
                                                currency)  in  aggregate  in any
                                                Fiscal Year; and

                                          (ii)  the consideration constituted by
                                                ordinary  shares in the  Company
                                                issued  or  transferred  to  the
                                                relevant  vendor  (or  as it may
                                                direct))   in   respect  of  any
                                                single   acquisition  shall  not
                                                exceed   $20,000,000   (or   its
                                                equivalent); and

                                          (iii) the  finance   director  of  the
                                                Company  delivers a  certificate
                                                to the holders of Notes at least
                                                5  Business   Days   before  any
                                                member of the Group  enters into
                                                any commitment  (conditional  or
                                                otherwise)   to  make   such  an
                                                acquisition in which the finance
                                                director of the Company confirms
                                                that in his opinion


                                       43


<PAGE>


                                                (but    without   any   personal
                                                liability  on the  part  of such
                                                finance director):

                                                (A)   the Company is basing such
                                                      certificate  on  the  most
                                                      recent           financial
                                                      information   relating  to
                                                      such  business  which  has
                                                      been   obtained   by   the
                                                      Company (acting  prudently
                                                      and  reasonably)  and  the
                                                      Group's  latest  forecasts
                                                      and projections (which are
                                                      fair  and  reasonable  and
                                                      have taken full and proper
                                                      account of the business to
                                                      be so acquired (including,
                                                      without  limitation,   all
                                                      contingent     liabilities
                                                      relating  to the  business
                                                      to be so acquired);

                                                (B)   the   business  to  be  so
                                                      acquired is not  insolvent
                                                      and is EBITDA positive (as
                                                      determined  in  accordance
                                                      with  the   definition  of
                                                      Consolidated EBITDA above,
                                                      but  adjusted  to  exclude
                                                      the  effect  of   historic
                                                      non-recurring  costs which
                                                      will no longer be incurred
                                                      by that business following
                                                      its acquisition);

                                                (C)   such  acquisition  is not,
                                                      and  the  Company  is  not
                                                      aware  (after due enquiry)
                                                      of  any  matter  or  event
                                                      which    is,    reasonably
                                                      likely   to  result  in  a
                                                      breach  of  Section   10.3
                                                      (Financial  Covenants)  of
                                                      the Amended  and  Restated
                                                      Note Purchase Agreement or
                                                      an Event of Default  under
                                                      Sections   11(a),   11(b),
                                                      11(0, 11(g), 11(h), 11(i),
                                                      11(j),  11(k) and 11(1) of
                                                      the Amended  and  Restated
                                                      Note  Purchase   Agreement
                                                      either    immediately   or
                                                      within the  period  ending
                                                      12  months  after the date
                                                      of such acquisition;

                                                (D)   the  Group  is  reasonably
                                                      likely to have  sufficient
                                                      working capital during the
                                                      period  ending  12  months
                                                      after  the  date  of  such
                                                      acquisition;

                                       44


                                                (E)   after  taking into account
                                                      any  Capital   Expenditure
                                                      incurred  by the  Group in
                                                      making  such  acquisition,
                                                      the  Group  will  still be
                                                      able, in  compliance  with
                                                      the financial  covenant in
                                                      the Amended  and  Restated
                                                      Note  Purchase   Agreement
                                                      relating     to    maximum
                                                      capital   expenditure   as
                                                      described  in the  section
                                                      entitled        "Financial
                                                      Covenants"    above,    to
                                                      undertake       sufficient
                                                      Capital  Expenditure so as
                                                      to properly  maintain  its
                                                      businesses    during   the
                                                      period  ending  12  months
                                                      after  the  date  of  such
                                                      acquisition;

                                                (F)   in     the     case     of
                                                      acquisitions by members of
                                                      the  Group  that  are  not
                                                      Subsidiary     Guarantors,
                                                      such  acquisition  is  not
                                                      funded     directly     or
                                                      indirectly      by     any
                                                      Subsidiary      Guarantor,
                                                      other  than to the  extent
                                                      such    funding    is    a
                                                      Permitted Investment; and

                                                (G)   no  Default  or  Event  of
                                                      Default has occurred which
                                                      is   continuing   and   no
                                                      Default    or   Event   of
                                                      Default  will  arise  as a
                                                      result       of       such
                                                      acquisition; and

                                          (iv)  no  Default  or Event of Default
                                                has occurred which is continuing
                                                and  no   Default  or  Event  of
                                                Default  will  arise as a result
                                                of such acquisition,

                                          and for the  avoidance  of doubt,  any
                                          such  acquired   businesses  shall  be
                                          immediately  subject  to the  negative
                                          covenants  described  in clause (b) of
                                          the section entitled  "Affirmative and
                                          Negative       Covenants      (Pre-Put
                                          Elimination   Date)"   above  and  the
                                          provisions    of   section    entitled
                                          "Guarantees/Security" above.

                                    "Permitted Borrowed Money" means:

                                    (a)   Borrowed  Money  arising  from  normal
                                          trade credit;


                                       45


                                    (b)   the  Borrowed  Money  of  any  persons
                                          acquired  by any  member  of the Group
                                          pursuant  to  the  D  Acquisition  (as
                                          defined   in   the   Syndicated   Loan
                                          Agreement) provided that such Borrowed
                                          Money at no time  exceeds  Korean  Won
                                          16,900,000,000  (or its equivalent) in
                                          aggregate;

                                    (c)   any  Borrowed   Money  of  any  person
                                          (other   than   pursuant   to   the  D
                                          Acquisition    or    the    Lighthouse
                                          Acquisition  (as  each  such  term  is
                                          defined   in   the   Syndicated   Loan
                                          Agreement))  acquired by any member of
                                          the  Group   after  the  date  of  the
                                          Syndicated Loan Agreement,  where such
                                          Borrowed  Money  was  existing  at the
                                          time of such  acquisition  and was not
                                          incurred  in  contemplation  of, or in
                                          connection  with, that acquisition and
                                          where no  member  of the  Group  other
                                          than the  person so  acquired  has any
                                          obligation  (actual or  contingent) in
                                          respect  of such  Borrowed  Money (and
                                          where such Borrowed Money is permitted
                                          under clause (d) of the  definition of
                                          "Permitted Acquisitions" above) and is
                                          repaid or otherwise  discharged within
                                          30 days of such acquisition;

                                    (d)   Borrowed     Money    not    exceeding
                                          Australian   Dollars   10,000,000   in
                                          aggregate   in   respect   of  working
                                          capital  facilities  made available in
                                          Australia to members of the Group;

                                    (e)   without duplication, Borrowed Money in
                                          respect of debit  balances at any bank
                                          or  financial  institution  under  the
                                          cash  management  arrangements  of the
                                          Group (net of the credit  balances  of
                                          the  Group at such  bank or  financial
                                          institution  to the  extent  that such
                                          credit   balances   are   subject   to
                                          contractual set-off against such debit
                                          balances   (both   before   and  after
                                          insolvency  under such cash management
                                          arrangements)  where the  aggregate of
                                          all such  net  debit  balances  of the
                                          Group does not exceed (pound)5,000,000
                                          (or its equivalent);

                                    (f)   Borrowed   Money  in  respect  of  the
                                          Syndicated  Loan  Agreement  (as  such
                                          terms  may be  amended  in  accordance
                                          with the Indicative Key  Restructuring
                                          Terms  and   Conditions   attached  as
                                          Schedule     2    hereto    and    the
                                          Intercreditor   Term  Sheet)  and  the
                                          Notes;

                                    (g)   Indebtedness  in  respect  of  Finance
                                          Leases


                                       46

<PAGE>


                                          provided that the aggregate  amount of
                                          the    principal    element   of   the
                                          Indebtedness under such Finance Leases
                                          does not exceed  (pound)2,000,000  (or
                                          its equivalent) at any time;

                                    (h)   performance  bonds  issued by a member
                                          of  the  Group  in   respect   of  the
                                          obligations  (other  than any  payment
                                          obligations)  of another member of the
                                          Group  in  the   ordinary   course  of
                                          trading;

                                    (i)   derivatives  contracts entered into in
                                          accordance  with the hedging  strategy
                                          agreed with the Majority Holders on or
                                          about the Effective Date;

                                    (j)   Borrowed  Money  owed by one member of
                                          the  Group to  another  member  of the
                                          Group   (to   the   extent   otherwise
                                          permitted   under  the   Amended   and
                                          Restated Note Purchase Agreement);

                                    (k)   Borrowed   Money  of  in   respect  of
                                          guarantees  issued  by banks on behalf
                                          of  members  of  the  Group  to  media
                                          authorities  in Korea  and the  United
                                          Kingdom  in each  case  in  connection
                                          with   bona  tide   arrangements   for
                                          maintenance of media  accreditation in
                                          accordance    with   normal   industry
                                          practice; and

                                    (1)   Borrowed  Money  in  addition  to that
                                          permitted  by clauses  (a) through (k)
                                          above not exceeding  (pound)16,000,000
                                          (or its  equivalent)  in  aggregate at
                                          any given time.

                                    "Permitted Disposals" means:

                                    (a)   the disposal of  stock-in-trade in the
                                          ordinary course of day to day trading;

                                    (b)   any  disposal for cash on arm's length
                                          terms  where  the   aggregate  of  the
                                          greater of the  consideration  and the
                                          market  value  of all  such  disposals
                                          does not exceed  (pound)10,000,000 (or
                                          its  equivalent)   provided  that  the
                                          aggregate   Net   Proceeds   of   such
                                          disposal  are  applied  as (and to the
                                          extent)   required   by  the   section
                                          entitled    "Prepayment    on    Asset
                                          Disposals" above; and

                                    (c)   any disposal by:

                                          (i)   a  member  of  the  Group  to  a
                                                Subsidiary Guarantor; and


                                       47


<PAGE>


                                          (ii)  a member of the  Group  which is
                                                not a  Subsidiary  Guarantor  to
                                                another   member  of  the  Group
                                                which   is   not  a   Subsidiary
                                                Guarantor,

                                          but so  that in each  case  where  any
                                          such asset is shares,  other ownership
                                          interests  in any  person  or  entity,
                                          real   property  or  real  estate  (or
                                          related      insurance      policies),
                                          receivables  (including   intra--Group
                                          debts)  or,  in each  case,  rights or
                                          claims in  respect  of any such  asset
                                          and is subject or is  expressed  to be
                                          subject to an Encumbrance  pursuant to
                                          any   security    documentation   such
                                          disposal   shall  only  be   permitted
                                          either where the Majority  Holders are
                                          satisfied    that    the    Subsidiary
                                          Guarantee given by the disposee of the
                                          obligations  of the  Company,  Issuer,
                                          Subsidiary   Guarantors  and  security
                                          providers   under   (inter  alia)  the
                                          Syndicated Loan  Agreement,  the Notes
                                          and the security  documentation is not
                                          limited to a greater  extent than that
                                          given by the  disposer and that either
                                          (1) such Encumbrance is not prejudiced
                                          as a result  of such  disposal  or (2)
                                          the asset concerned becomes subject to
                                          a fully  enforceable,  legally binding
                                          Encumbrance  in favour  of the  Common
                                          Security  Trustee  (as  defined in the
                                          Intercreditor  Term  Sheet)  the Banks
                                          and the  holders of the Notes on terms
                                          substantially  equivalent to or better
                                          than such  other  Encumbrance  or with
                                          the consent of the Majority Holders;

                                    (d)   dealings   with  trade   debtors  with
                                          respect to book debts in the  ordinary
                                          course of trading;

                                    (e)   disposals  of  cash  on  arm's  length
                                          terms not otherwise  prohibited by the
                                          Amended  and  Restated  Note  Purchase
                                          Agreement     and     the     security
                                          documentation;

                                    (f)   disposals which  constitute  Permitted
                                          Investments (as defined below); and

                                    (g)   disposals  by Sonic Sun  Limited  with
                                          respect  to any of the shares it holds
                                          Zenith    Optimedia    Group   Limited
                                          permitted  under the section  entitled
                                          "Zenith  Put and Call  Options"  above
                                          provided  that  the  proceeds  of such
                                          disposals  are  applied in  accordance
                                          with    the    mandatory    prepayment
                                          provisions described in the section

                                       48


                                          entitled    "Zenith   Put   and   Call
                                          Options",

                                    and so that  where the  asset or assets  the
                                    subject of a disposal  permitted  under this
                                    definition  (whether  pursuant to clause (a)
                                    to (g)  above  or  with  the  prior  written
                                    consent  of  the   Majority   Holders   (but
                                    excluding the assets referred to in the last
                                    paragraph of clause (c) above in the case of
                                    any disposal  under such  clause)) is or are
                                    subject  to an  Encumbrance  created  by the
                                    security  documentation,  the consent of the
                                    Majority  Holders (but without  prejudice or
                                    responsibility to or in respect of any other
                                    requisite  consent)  shall be  granted  (and
                                    shall  be  deemed  to be  granted)  for  the
                                    release  of the  Encumbrance  created by the
                                    security   documentation  over  such  assets
                                    provided that no Default or Event of Default
                                    shall  have   occurred  and  be   continuing
                                    neither remedied nor waived and the Majority
                                    Holders  shall   accordingly   instruct  the
                                    Common   Security   Trustee   to  grant  the
                                    relevant releases.

                                    "Permitted Encumbrances" means:

                                    (a)   any Encumbrance  constituting Security
                                          in   favor  of  the   Banks   and  the
                                          Noteholders  as described in this term
                                          sheet;

                                    (b)   any  right  of   set-off   arising  by
                                          operation   of  law  in  the  ordinary
                                          course of trading;

                                    (c)   any Encumbrance created in favour of a
                                          Bank in connection  with any bona fide
                                          cash    management    and/or   netting
                                          arrangements   for  the  Group   which
                                          constitute Permitted Investments;

                                    (d)   any lien arising with respect to Taxes
                                          of the Group;

                                    (e)   any  Encumbrance  which  the  Majority
                                          Holders  has at any  time  in  writing
                                          agreed    shall    be   a    Permitted
                                          Encumbrance;

                                    (f)   certain Encumbrances to be listed on a
                                          Schedule to the  Amended and  Restated
                                          Note Purchase  Agreement  securing the
                                          amount  set   opposite   the  relevant
                                          Encumbrance in such schedule,  but not
                                          any increase in such amount;

                                    (g)   any  Encumbrance  given by a member of
                                          the Group in connection with bona fide
                                          arrangements  for the  maintenance  of
                                          media


                                       49

<PAGE>


                                          accreditation  of  any  member  of the
                                          Group  provided  that such  members of
                                          the  Group  purchase  media  (and give
                                          such  Encumbrances) only in accordance
                                          with normal industry practice;

                                    (h)   any  Encumbrance  on  assets  acquired
                                          after the date of the  Effective  Date
                                          or  on  assets  of  a  company   which
                                          becomes   a   Subsidiary   after   the
                                          Effective  Date  (which   Encumbrances
                                          were  in  existence  at  the  date  of
                                          acquisition or such company becoming a
                                          Subsidiary,  but were not  created  in
                                          contemplation  thereof)  but  in  each
                                          case  only  if  the   maximum   amount
                                          thereby permitted from time to time to
                                          be secured has not been  increased  on
                                          account  of, or since the date of, the
                                          acquisition  of such asset or the date
                                          on  which  such   company   becomes  a
                                          Subsidiary  and provided that the same
                                          is  discharged  in full within 30 days
                                          of   the   date   of   the    relevant
                                          acquisition or such company becoming a
                                          Subsidiary;

                                    (i)   any Encumbrance (a "New  Encumbrance")
                                          created  by any member of the Group in
                                          substitution   for   any   Encumbrance
                                          referred to in paragraph (f) above (an
                                          "Existing  Encumbrance") provided that
                                          (i)  such  Existing   Encumbrance   is
                                          irrevocably    and     unconditionally
                                          discharged  no later  than the time of
                                          creation of the New Encumbrance,  (ii)
                                          the New  Encumbrance  relates  only to
                                          the  same   assets  as  the   Existing
                                          Encumbrance and (iii) the Indebtedness
                                          secured  by the New  Encumbrance  does
                                          not exceed the Indebtedness secured by
                                          the Existing Encumbrance;

                                    (j)   any Encumbrance created in favour of a
                                          plaintiff   or  a  defendant   in  any
                                          action,   or  the  court  or  tribunal
                                          before  which such  action is brought,
                                          as  security  for costs  for  expenses
                                          where  any  member  of  the  Group  is
                                          prosecuting  or defending  such action
                                          in the  bona  fide  interest  of  such
                                          member  and/or any other member of the
                                          Group  provided  that the total amount
                                          secured      does      not      exceed
                                          (pound)500,000;

                                    (k)   the trust  established  in  accordance
                                          with the  terms of the  letters  dated
                                          August 21,  1997 to  beneficiaries  of
                                          the   support   agreement   dated  1st
                                          October 1, 1987 and made  between  the
                                          Company and Ted Bates Worldwide Inc.;


                                       50

                                    (l)   liens  arising by  operation of law or
                                          by way  of  contract  in the  ordinary
                                          course of  business to the extent that
                                          the  same  would  otherwise  arise  by
                                          operation  of law, and not incurred in
                                          connection   with   the   raising   of
                                          finance;

                                    (m)   any   Encumbrance   constituted  by  a
                                          permitted Finance Lease;

                                    (n)   any  pledge  of   documents  of  title
                                          relevant to the asset as security  for
                                          the  liabilities  of a  member  of the
                                          Group  in  respect  of  a  documentary
                                          credit   facility  taken  out  in  the
                                          ordinary course of business;

                                    (o)   any   retention   of  title  to  goods
                                          supplied  to any  member  of the Group
                                          where that  retention  is  required by
                                          the supplier in the ordinary course of
                                          its   trading    activities   and   on
                                          customary terms;

                                    (p)   any Encumbrance granted by a member of
                                          the Group  over any rent  deposits  as
                                          security  for  rental  payments  to be
                                          made by such member of the Group under
                                          or  pursuant  to any lease of premises
                                          used for its business; and

                                    (q)   any    Encumbrance    not    otherwise
                                          permitted  pursuant to paragraphs  (a)
                                          to (p) above  (inclusive) and securing
                                          Indebtedness    in    aggregate    not
                                          exceeding(pound)2,000,000.

                                    "Permitted Guarantees" means:

                                    (a)   any   Guaranty   which  the   Majority
                                          Holders  have at any  time in  writing
                                          agreed shall be a Permitted Guarantee;

                                    (b)   any Guaranty  given by a member of the
                                          Group  of  the   obligations   of  any
                                          Subsidiary  Guarantor,   any  Guaranty
                                          given by a member of the  Group  which
                                          is not a  Subsidiary  Guarantor of the
                                          obligations  of another  member of the
                                          Group  which is also not a  Subsidiary
                                          Guarantor  and  any  Guarantees  which
                                          constitutes a Permitted Investment (as
                                          defined below);

                                    (c)   certain Guarantees given by members of
                                          the Group to be  listed on a  schedule
                                          to  the  Amended  and  Restated   Note
                                          Purchase  Agreement  guaranteeing  the
                                          amount  set   opposite   the  relevant
                                          guarantee on such

                                       51


<PAGE>


                                          schedule, but not any increase in such
                                          amount;

                                    (d)   any Guaranty  given by a company which
                                          becomes   a   Subsidiary   after   the
                                          Effective Date (which  Guaranty was in
                                          existence  at the  date  such  company
                                          becomes  a  Subsidiary   and  was  not
                                          created in contemplation  thereof) but
                                          only if the maximum amount  guaranteed
                                          has not been  increased  on account of
                                          or  since  the  date  on  which   such
                                          company   becomes  a  Subsidiary   and
                                          provided  that the same is  discharged
                                          within 30 days of the relevant company
                                          becoming a Subsidiary;

                                    (e)   any Guaranty given by a company in the
                                          Group in favor of a bank in connection
                                          with any  bona  fide  cash  management
                                          and/or  netting  arrangements  for the
                                          Group   which   constitute   Permitted
                                          Investments;

                                    (f)   any Guaranty  given by a member of the
                                          Group in  connection  with  bona  fide
                                          arrangements  for the  maintenance  of
                                          media  accreditation  of any member of
                                          the Group  provided  that such members
                                          of the Group  purchase media (and give
                                          such  Guarantees)  only in  accordance
                                          with normal industry practice;

                                    (g)   any indemnity given by a member of the
                                          Group  required  by a bank  as part of
                                          its normal  terms and  conditions  for
                                          transacting business indemnifying such
                                          bank  against  costs and losses it may
                                          sustain as a consequence  of accepting
                                          telephone  or  facsimile  instructions
                                          from such member of the Group;

                                    (h)   any  counter  indemnity  given  by any
                                          member of the Group in connection with
                                          a  Bid   Bond  (as   defined   in  the
                                          Syndicated Loan Agreement).

                                    "Permitted     Investments"     means    (i)
                                    investments  in  the  shares  of  (or  other
                                    ownership   interests  in),  (ii)  loans  or
                                    credit  granted to, (iii)  disposals to (not
                                    otherwise permitted under clauses (a) to (e)
                                    inclusive of the  definition  of  "Permitted
                                    Disposals"   below  or  clause  (g)  of  the
                                    definition of "Permitted  Disposals"  above,
                                    and (iv) guarantees of the  Indebtedness of,
                                    any  member  of  the  Group  which  is not a
                                    Subsidiary Guarantor (or such investments in
                                    establishing  a new entity which once formed
                                    is a  member  of the  Group  which  is not a
                                    Subsidiary Guarantor) where the aggregate of
                                    such investments, loans, credit,



                                       52


<PAGE>


                                    disposals,   and  guarantees   made  in  the
                                    relevant  Fiscal  Year,   together  (without
                                    double  counting) with the Pooling  Borrowed
                                    Money (as  defined  below)  at any  relevant
                                    time  during such  Fiscal  Year,  at no time
                                    exceeds:

                                    (a)   (pound)20,000,000  (or its equivalent)
                                          during the Fiscal Year ending December
                                          31, 2002; or

                                    (b)   (pound)15,000,000  (or its equivalent)
                                          during each subsequent Fiscal Year.

                                    provided  that,  for  the  purposes  of this
                                    definition:

                                    (i)   "Pooling Borrowed Money" means, at any
                                          relevant  time,  the  aggregate of the
                                          Borrowed  Money of any  members of the
                                          Group   which   are   not   Subsidiary
                                          Guarantors  under any cash  management
                                          arrangements  in  respect of which any
                                          Subsidiary    Guarantor   grants   any
                                          guarantee,  rights of  set-off  or any
                                          other   Encumbrance   or   grants   an
                                          intra-Group loan;

                                    (ii)  the value  attributable  to a disposal
                                          of an asset shall be the market  value
                                          of the disposed asset; and


                                    (iii) the    relevant     aggregate    limit
                                          applicable  during  a  financial  year
                                          shall be  increased  by the  amount of
                                          (A)   any   repayment,    release   or
                                          cancellation  (whether  in whole or in
                                          part) of loans, credits and guarantees
                                          previously  taken into account for the
                                          purpose of determining compliance with
                                          "Permitted  Investments"  during  such
                                          financial  year and (B) cash  proceeds
                                          (to the extent not already  taken into
                                          account  pursuant  to  sub-clause  (A)
                                          above),  (net  of  related  costs  and
                                          Taxes)  received by a Guarantor from a
                                          member  of the  Group  which  is not a
                                          Guarantor in such financial year under
                                          a  series  of   related   transactions
                                          involving   an   investment   in  such
                                          non-Guarantor  made by such  Guarantor
                                          within 13 months of such  receipt  and
                                          previously  taken into account for the
                                          purpose of determining compliance with
                                          "Permitted Investments" (to the extent
                                          that  such  net cash  proceeds  do not
                                          exceed the  amount of such  investment
                                          so taken into account).

                                    "Permitted Loans" means loans or credit to a
                                    Subsidiary Guarantor or loans or credit from
                                    one



                                       53

                                    member   of  the   Group   which  is  not  a
                                    Subsidiary  Guarantor  to another  member of
                                    the   Group   which  is  not  a   Subsidiary
                                    Guarantor  and loans or credit  constituting
                                    Permitted Investments.


                                    "Property   Payments"  means  the  aggregate
                                    amount  of  (i)  the  payments  made  by any
                                    member  of the Group  pursuant  to leases of
                                    unoccupied  land or  buildings of which such
                                    member of the Group is a lessor and (ii) the
                                    amount  by which  payments  under a lease of
                                    land or  buildings  of which a member of the
                                    Group  is a lessee  exceeds  the  amount  of
                                    rental  received by such member of the Group
                                    in  respect of such land or  buildings  from
                                    any other person.

                                    "Syndicated  Loan Agreement"  means the Loan
                                    Agreement  dated 4 July 2000 (as amended and
                                    restated on the Effective Date in accordance
                                    with the term  sheet set out in  Schedule  2
                                    hereto and as further  amended and in effect
                                    from  time to  time)  and made  between  the
                                    Company,  certain of Company's Subsidiaries,
                                    The Bank of New York  and  HS]3C  Investment
                                    Bank  plc  as   Arrangers,   the  banks  and
                                    financial  institutions  party  thereto from
                                    time to time,  HSBC  Investment  Bank plc as
                                    Agent and Security Trustee,  The Bank of New
                                    York as Swingline Bank and HS]3C Bank plc as
                                    Overdraft Bank.

                                    "Tax" and collectively  "Taxes" includes all
                                    present and future taxes,  levies,  imposts,
                                    duties,  fees or charges of whatever  nature
                                    together with interest thereon and penalties
                                    in respect thereof.



                                       54


<PAGE>


                                                                      Schedule 1

                                Security Package



PART 1

1.   The Communications Group Pty Limited
2.   Atlas Advertising Limited
3.   Bates Europe Limited
4.   Bates UK Limited
5.   ICM International Limited
6.   The Decision Shop Limited
7.   Bates Deutschland Holding GmbH
8.   Bates Advertising USA, Inc.
9.   Bates Churchill Advertising, Inc.
10.  Bates Churchill Public Relations, Inc.
11.  Bates Healthworld, Inc.
12.  Bates Travel and Tourism, Inc.
13.  Bates Worldwide (Delaware), Inc.
14.  CCG.XM, Inc.
15.  Cordiant US Holdings, Inc.
16.  Falk Healthworld Inc.
17.  Fitch, Inc.
18.  GHBM Inc.
19.  Healthworld Corporation
20.  Lighthouse Global Network Inc.
21.  Morgen-Walke Associates, Inc.

PART 2

Companies  incorporated  in England  and Wales to provide  guarantees  and first
ranking fixed and floating charges over all of their assets and undertaking. The
issued  share   capital  of  each  of  these   companies   (excluding   Cordiant
Communications  Group plc.) is to be the  subject of a pledge / charge  given by
its shareholders,  which in the case of shareholders incorporated in England and
Wales will be contained in the relevant  shareholder's  first  ranking fixed and
floating charges.

1.   Cordiant Communications Group plc;

2.   Cordiant Group Limited;

3.   Bates Overseas Holdings Limited;

4.   Bates Europe Limited;

5.   Cordiant (US) Holdings Limited;

6.   Garrott Dorland Crawford Holdings Limited;

7.   Atlas Advertising Limited;

8.   Bates UK Limited;

9.   Swotplus Limited;

10.  Deckchair Studio Limited;

11.  Ted Bates Holdings Limited;

12.  The Decision Shop Limited;

                                  Schedule 1-1

<PAGE>


13.  Healthworld UK Holdings Limited;
14.  Bates Healthworld Limited;
15.  PSD Associates Limited
16.  Bamber Forsyth Limited;
17.  Fitch Limited;
18.  Fitch International Limited;
19.  Fitch Worldwide Limited;
20.  Business Communications International Group Limited;
21.  C&FD (Holdings) Limited;
22.  Corporate & Financial Design Limited;
23.  Financial Dynamics Holdings Limited;
24.  Financial Dynamics Limited;
25.  Bulletin Tnt. Limited;
26.  Bulletin mt. (UK) Limited;
27.  1CM International Limited;
28.  PCI Livedesign Limited;
29.  Cordiant Overseas Holdings Limited;
30.  Cordiant Property Holdings Limited;
31.  Healthworld Holdings Limited[1];
32.  Milton Marketing Group Limited[1];
33.  Headcount WW Field Marketing Limited[1];
34.  Lighthouse Holdings (UK) Limited[1];
35.  Clarion Communications PR Limited[1];
36.  CCG.XM Holdings Limited[1];
37.  CCG.XM1;
38.  XMSS Limited;
39.  Colwood Healthworld Limited;
40.  Fitch Design Consultants Limited;
41.  Milton Marketing Limited[1];
42.  Connect Five Limited[1];
43.  Connect Six Limited[1];
44.  Propose Two Limited[1];
45.  Secure Two Limited[1];
46.  Connect One Limited[1];
47.  N.A.S.A. 2.0 London Limited;
48.  Scholz & Friends London Limited[6]
49.  Sonic Sun Limited[2].

PART 3

Companies or other  entities  incorporated  in (or formed under the laws of) the
US, Germany,  the Netherlands and Australia to provide  guarantees and the share
capital (or equivalent) of which shall be the subject of pledges I charges.


US companies

1.   Cordiant US Holdings, Inc.;
2.   Healthworld Corporation Inc.;
3.   Bates Healthworld Inc.;
4.   Healthworld International Holdings Inc.;
5.   Bates Worldwide (Delaware) Inc.;


                                  Schedule 1-2

<PAGE>


6.   Bates Advertising USA Inc.;
7.   Bates Churchill Public Relations Inc.;
8.   Bates Churchill Advertising Inc.;
9.   Interactive Edge Inc.;
10.  Lighthouse Global Network Inc.;
11.  Fitch Inc.;
12.  The Leonhardt Group Inc.;
13.  Morgen Walke Associates Inc.;
14.  Primo Angeli Inc.;
15.  CCG.XM Holdings Inc.;
16.  CCG.XM Inc.;
17.  Microarts Corporation US;
18.  Falk Healthworld Inc.;
19.  The Decision Shop Inc.;
20.  S&S MCC AND MCC Inc.;
21.  Channelex Inc.;
22.  DWP Bates Technology Inc.;
23.  Cordiant Finance Inc.;
24.  Peclers Pavis North America, Inc.; and
25.  Drummer Associates Inc.

German companies

1.   Cordiant Holdings GmbH;
2.   Bates Deutschland Holding GmbH;
3.   Bates Germany Werbeagentur GmbH;
4.   XCEED! Agentur Fur Medienberatung Und Innovative Kommunikation GmbH;
5.   EMC Starke & Gerlach GmbH; and
6.   N.A.S.A. 2.0 GmbH.

Dutch companies

1.   Chafma BY;
2.   Bates Nederland Holding BY3; and
3.   Cordiant Finance B.V4.

Australian companies

1.   Cordiant Communications (Australia) Pty Limited; and
2.   Cordiant Communications Group Australia Pty Limited[5]

Notes to Schedule 1:

1.   The  share  pledges  over the  shares of  non-US  Subsidiaries  owned by US
     companies and the guarantees and security given by non-US  Subsidiaries  of
     US companies will be limited to the extent required to avoid adverse US tax
     implications.  Notwithstanding the foregoing,  to the extent that any share
     pledges,  guarantees  and/or security is given for the benefit of the Banks
     or  to  otherwise  secure  obligations  incurred  in  connection  with  the
     Syndicated  Loan Agreement and are not given for the benefit of the holders
     of the Notes or to otherwise secure obligations incurred in connection with
     the Notes  and the  Amended  and  Restated  Note  Purchase  Agreement,  any
     recoveries  under such share  pledges,  guarantees  and/or  security  shall
     shared by the Banks and the holders of the Notes pursuant to the


                                  Schedule 1-3

<PAGE>


     terms of the Intercreditor Agreement.

2.   The JVA Subsidiary will be subject to the guarantee and security package as
     in this term  sheet  (though  any charge  over the shares  owned by the JVA
     Subsidiary in Zenith shall be, as stated in this term sheet, subject to the
     obtaining of the consent of the other party(s) to the JVA). In addition,  a
     charge  shall  be  taken  over  the  JVA  Subsidiary's  rights  (and of the
     Company's  rights  remaining after the transfer of shares described in this
     term sheet),  under or in  connection  with the JVA,  including the put and
     call options, and the proceeds resulting from completion of the exercise of
     any of these options as stated in this term sheet.

3.   No  charge  will be  taken  over  the 35%  minority  shareholding  in Bates
     Nederland  Holding B.V. The shares owned by Chafma B.V. in Bates  Nederland
     Holding  B.V.  will be the  subject  of a Dutch  law  share  pledge.  Bates
     Nederland Holding B.V. will not be required to give a guarantee.

4.   Cordiant  Finance  B.V. is the company to which the Euro cash pool is swept
     under the Euro cash pooling arrangements.  Accordingly it is required to be
     subject to the guarantee and security package arrangements outlined in this
     term  sheet.  In  addition it will be required to provide a charge over its
     bank accounts.

5.   No  charge   will  be  taken  over  the   41.59%  of  shares  in   Cordiant
     Communications Group Australia Pty Limited owned by Cordiant Communications
     (Australia)  Pty  Limited.  The shares  owned by Chafma  B.V.  in  Cordiant
     Communications  Group  Australia Pty Limited will be the subject of a share
     charge.

6.   No charge  will be  provided  over the  shares  in Scholz & Friends  London
     Limited ("SFLL") so long as it is a direct or indirect Subsidiary of Scholz
     & Friends AG. The Company will use  reasonable  endeavours  to procure that
     SFLL enters into a guarantee in accordance with the provisions of this term
     sheet.  To the extent that SFLL does not enter into such a guarantee,  SFLL
     shall be excluded from the UK cash management pool.


                                  Schedule 1-4


<PAGE>


                                                                      Schedule 2

                               [Bank term sheet]



                                  Schedule 2-1

<PAGE>


                                                                      Schedule 3


                           [Intercreditor term sheet]


                                  Schedule 3-1

<PAGE>


                                   EXHIBIT C

                            Intercreditor Term Sheet




<PAGE>


                       CORDIANT COMMUNICATIONS GROUP PLC

                            US$400M CREDIT AGREEMENT

                                      AND

                        US$175M GUARANTEED SENIOR NOTES

                            Intercreditor Term Sheet

              Key Intercreditor Restructuring Terms and Conditions


This term sheet contains the key terms of the intercreditor  arrangements agreed
between the Arrangers of the US$400m Loan Agreement dated 4 July 2000 as amended
(the "Original  Credit  Agreement")  and the holders of Cordiant  Finance Inc.'s
7.61%  Guaranteed  Notes due 2011  (the  "Notes")  issued  under  separate  Note
Purchase Agreements dated as of 5 April 2001  (collectively,  the "Original Note
Agreement") in connection with the restructuring  (the  "Restructuring")  of the
facilities made available thereunder.

In this term sheet:

"Agreement in Principle"  means the agreement made between the Finance  Parties,
the holders of Notes, the Company,  Cordiant Finance,  Inc. and others and dated
27 March 2002 to which this term sheet is scheduled as Exhibit C;

"Bank  Term  Sheet"  means the bank term  sheet  scheduled  as  Exhibit A to the
Agreement in Principle; "Company" means Cordiant Communications Group plc;

"Credit  Agreement"  means the Original Credit Agreement as amended and restated
in accordance with the terms and conditions set out in the Bank Term Sheet;

"Creditors"  means the  holders of the Notes and the Finance  Parties  under the
Original Credit Agreement;

"Enforcement  Date" means the date on which the Common Security  Trustee demands
payment or  discharge  of all or any part of the secured  obligations  under the
Credit  Agreement or the Note Agreement,  or takes any action to enforce the New
Security it holds on behalf of the Creditors or, if earlier, the date on which a
petition  for an  administration  order,  or any other  petition is presented or
similar  action taken under any  insolvency or bankruptcy law in relation to any
Obligor

"Note  Agreement"  means the Original Note  Agreement as amended and restated in
accordance  with the terms and conditions set out in the Noteholder  Term Sheet;
and

"Noteholder  Term Sheet" means the noteholder  term sheet scheduled as Exhibit B
to the Agreement in Principle.

Capitalised  terms  used in this term  sheet  have the  meanings  defined in the
Original Credit  Agreement,  unless  indicated  otherwise and "Term Sheet" means
this term sheet.

To the extent that either the Bank Term Sheet or the  Noteholder  Term Sheet (as
the case may be) is inconsistent  with this Term Sheet, the terms and conditions
of this Term Sheet shall prevail.

1    Basic security structure

1.1  The new  guarantees  and  security set out in the Bank Term Sheet (the "New
     Security") will be held by a common security  trustee (the "Common Security
     Trustee") for the benefit of all Creditors.

1.2  The existing  guarantees of the Original Credit  Agreement will continue to
     be held by the security  trustee under the Original Credit  Agreement.  The
     existing guarantees of the Notes will continue


                                        1

<PAGE>

     to be held by the existing  holders of the Notes (the "Existing  Holders").
     Each Existing  Noteholder  undertakes that if all or any of their Notes are
     transferred  to any other person  (other than an affiliate of such Existing
     Holder)  they  will  procure  that  the  transferee   will  accede  to  the
     lntercreditor  Agreement  and be bound by its  terms.  In this term  sheet,
     "Existing  Guarantees" means the existing  guarantees of the Notes together
     with the existing guarantees of the Original Credit Agreement.

2    New Money Priority

2.1  The New Security will secure the New Money and the Old Money from the Banks
     and the Notes.

2.2  The New Money from the Banks will rank in  priority  over the Notes and the
     Old Money.

2.3  Until the New Money has been repaid or cash collateralised in full, the New
     Money  Commitments have been cancelled in full and the New Money commitment
     commission paid in full, no principal,  Make-Whole  Amounts,  break funding
     costs  or  other  amounts  may be  paid  (by  way of  payment,  set  off or
     otherwise)  in  respect  of the Old  Money or the Notes as the case may be,
     except for interest in accordance with the terms of the Credit Agreement or
     the Note  Agreement.  Nothing in this  paragraph will affect the continuing
     operation of the Revolving Credit Facility in relation to the Old Money.

2.4  "Old Money" is, at any relevant  time, the first  (pound)111,163,898.43  of
     principal  outstanding  under  the  various  facilities  under  the  Credit
     Agreement  at  that  time  (such  amount  being  the  sum of  the  sterling
     equivalent  of the  US$236,833.24  of principal  drawn under the  swingline
     facility  under the  Original  Credit  Agreement  on 1 January  2002 at the
     exchange rate then  prevailing and the  (pound)111,000,000.00  of principal
     drawn  under  the  revolving  credit  facility  under the  Original  Credit
     Agreement on such date). To the extent that the sterling  equivalent of the
     principal  outstanding  under  the  various  facilities  under  the  Credit
     Agreement  at any  relevant  time is less than  (pound)111,163,898.43,  Old
     Money will  include  undrawn  commitments  for the  purposes of sharing any
     pre-enforcement  payments  in  respect  of the Old  Money  (subject  to the
     loss-sharing and equalisation provisions in paragraph 7).

2.5  "New Money" is, at any relevant  time,  all principal  amounts from time to
     time outstanding under the various facilities under the Credit Agreement at
     that time in excess of the Old Money.  The maximum  amount of the New Money
     will be the  difference  between the  (pound)111,163,893.43  of outstanding
     principal referred to above and the sterling equivalent of $225M which will
     be  calculated  at the spot rate of exchange  used under the  Restructuring
     Deed on the date of the Restructuring.

2.6  "New Money  Commitments" are all commitments  under the various  facilities
     under   the   Credit   Agreement   from   time  to  time   in   excess   of
     (pound)111,163,898.43  in  aggregate,  subject  to the  limit  provided  in
     paragraph 2.5.

2.7  The New Money will include all related  interest  thereon and other amounts
     in respect thereof payable under the Credit Agreement.

2.8  Neither  the New Money nor the Old Money  amounts  will be  affected by the
     rolling and reborrowing of the facilities under the Credit Agreement.

2.9  Prior to the enforcement of the New Security:

     (a)  accrued interest will be paid when due;

     (b)  any Make-Whole  Amount (as defined in the Note Agreement) and interest
          thereon  will be deferred and will be payable in  accordance  with the
          terms set out in the Noteholder Term Sheet.

     (c)  All P1K Management  Fees (as defined in the Noteholder  Term Sheet and
          the Bank Term Sheet) and interest thereon will be deferred and will be
          payable in accordance

                                        2


<PAGE>
          with the terms set out in the Noteholder  Term Sheet and the Bank Term
          Sheet respectively.

3    Priority between the Notes and the Old Money

3.1  The Notes and the Old Money will rank pan passu  after the New Money on the
     terms set out in this paragraph.

3.2  Subject to paragraph  5.2 and paragraph 7, the Notes and the Old Money will
     share mandatory and voluntary  prepayments made prior to the enforcement of
     the New  Security  pro rata to the sum of the drawn  principal  amounts and
     undrawn commitments at the relevant time.

3.3  The amounts to be applied in mandatory and voluntary prepayments of the Old
     Money and the  Notes in  accordance  with  paragraph  3.2 shall be  applied
     against   principal  (and  in  cancellation  of  an  equivalent  amount  of
     commitments).  In addition, the Company will, subject to paragraph 2.9, pay
     from other  sources  interest,  break costs and any other  amounts  payable
     under the terms of the Credit Agreement and the Note Agreement.

3.4  Repayments  and  recoveries in respect of the Notes and the Old Money after
     the Enforcement Date shall be applied (subject to paragraphs 3.5 and 6):

     (a)  first, against principal pro rata;

     (b)  second, against all interest, commitment commission, the Deferred Fee,
          Make-Whole  Amounts and all other amounts  (other than P1K  Management
          Fees and accrued interest thereon) payable under or in connection with
          the Credit Agreement and the Notes pro rata; and

     (c)  third,  against the P1K Management Fees and accrued  interest  thereon
          pro rata.

3.5  If, prior to  enforcement  of the New  Security,  amounts are credited to a
     cash collateral  account with the Common Security Trustee (if, for example,
     a Bank sets cash aside  pending the  termination  of an Interest  Period to
     avoid broken funding costs) pending their  application in prepayment of the
     New Money,  the Old Money or, as the case may be,  the Notes in  accordance
     with  paragraph  3.3,  and the  New  Security  is  enforced  prior  to such
     application,  then such  amounts  will  still be  applied in respect of the
     prepayments  for which they were deposited in accordance with paragraph 3.3
     notwithstanding such enforcement.

3.6  For the  purposes of sharing  under  paragraph  3, the amount of any claims
     denominated  in a currency  other than  Sterling  shall be  converted  into
     Sterling  by  applying  the spot rate of  exchange  of the Common  Security
     Trustee as at the date of distribution.

4    Application of mandatory prepayments

4.1  Subject to paragraph 5.1 and paragraph 7, prior to the  enforcement  of the
     New Security, mandatory prepayments will be applied:

     (a)  first,  against the New Money drawn at such time (and in  cancellation
          of an equivalent amount of New Money Commitments);

     (b)  second,  (once no New  Money is  outstanding),  to pay all  commitment
          commission  in respect of the New Money and the New Money  Commitments
          shall be cancelled in like amount;

     (c)  third,  after  payment  in  full  of  New  Money  and  all  commitment
          commission in respect of the New Money,  to pay Old Money drawings and
          New  Money  commitments  (to  the  extent  then  remaining)  shall  be
          cancelled in like amount; and



                                        3


<PAGE>

     (d)  fourth,  (once all the New Money  has been  prepaid  and the New Money
          Commitments  cancelled in full and all New Money commitment commission
          paid in full) against the Old Money and the Notes on the basis set out
          in paragraph 3.

5    Application of voluntary prepayments

5.1  Subject to paragraph 5.2 and paragraph 7, voluntary partial prepayments and
     cancellations of the principal  outstanding in respect of the Old Money and
     the Notes may only be made (a) once the New Money has been  prepaid or cash
     collateralised  in full, the New Money  Commitments  have been cancelled in
     full and the New Money commitment  commission repaid in full and (b) on the
     basis set out in paragraph 3.

5.2  The Company will be permitted to refinance the Facilities  under the Credit
     Agreement in full (but not in part only),  without  prepaying  the Notes on
     the  terms set out in the  Noteholder  Term  Sheet if the "Put  Elimination
     Conditions"  (as defined in the Noteholder Term Sheet) have been satisfied.
     The Company and the  Creditors  agree that in all other  circumstances  any
     proceeds  of any  refinancing  shall be shared on the basis set out in this
     Term Sheet.

6    Application of recoveries of enforcement

6.1  All proceeds of enforcement of the New Security and the Existing Guarantees
     (and other  recoveries  after the  enforcement of the New Security) will be
     applied:

     (a)  first, against the Common Security Trustee's costs and expenses;

     (b)  second, against the New Money and New Money commitment commission;

     (c)  third, (subject to paragraph 7) once all the New Money has been repaid
          and all New Money commitment  commission paid in full) against the Old
          Money and the Notes on the basis set out in paragraph 3.4.

6.2  Upon such  enforcement,  all the  Funders'  commitments  under  the  Credit
     Agreement shall be cancelled (to the extent not previously cancelled).

6.3  On or after the Enforcement Date, any distributions or recoveries  received
     by the  Creditors  from  whatever  source will be turned over to the Common
     Security Trustee for application in accordance with this paragraph.

7    Loss sharing and equalisation

7.1  Promptly  after the  Enforcement  Date,  each Creditor  shall  exercise any
     available  rights of set-off,  consolidation  or combination of accounts in
     accordance with paragraph 10.2.

7.2  Promptly  thereafter,  and following the repayment in full of the New Money
     and the payment in full of the New Money commitment  commission (but in any
     event no later than three months after the  Enforcement  Date or, if later,
     the date on which the New Money is repaid in full), the Creditors will make
     such  equalisation  payments to each other as are necessary to ensure that,
     after such payments have been made, the ratio of each  Creditor's  Exposure
     (as defined below) to the aggregate  Exposure of all the Creditors is equal
     to the ratio that its  Initial  Exposure  (as  defined  below)  bore to the
     aggregate  Initial  Exposure of all the  Creditors  (with all amounts being
     converted  into a common  currency for the purpose of such  calculation  in
     accordance  with  paragraph  7.8).  The  liability of each Creditor will be
     several.  Such  payments will not be required if, before they are due to be
     made, the Common Security  Trustee makes payments under paragraph 7.6 which
     have the same effect.

7.3  For the purpose of this paragraph,  "Exposure"  means the principal  amount
     owing to each  Creditor  (whether  actually or  contingently)  and "Initial
     Exposure"  means the Exposure of each  Creditor  under the Notes or the Old
     Money portion of outstandings  under the Credit Agreement as of the date of
     the  Agreement  in  Principle.   The  aggregate  Initial  Exposure  of  the
     Noteholders is $175,000,000 and the aggregate Initial Exposure of the Banks
     is (pound)111,163,898.43.

                                        4
<PAGE>

7.4  Further equalisation payments may be necessary to account for the expiry of
     ancillary  facilities  (such as  letters  of  credit) in a manner to be set
     forth in the lntercreditor  Agreement.  No other equalisation payments will
     be made.

7.5  No  equalisation  will be required by the Overdraft Bank to the extent that
     it exercises its right of set-off as permitted by clause 10.1.

7.6  Any payments or distributions to the Creditors after equalisation has taken
     place will be made by the Security  Trustee  pursuant to paragraphs 3.4 and
     3.6 but will be adjusted to ensure  that  immediately  after they have been
     made the ratio of each Creditor's Exposure to the aggregate Exposure of all
     the  Creditors is equal to the ratio that its Initial  Exposure (as defined
     below) bore to the aggregate  Initial  Exposure of all the Creditors  (with
     all amounts being  converted into a common currency for the purpose of such
     calculation in accordance with paragraph 7.8).

7.7  If,  following the Enforcement  Date, any Creditor  receives any payment in
     discharge of the principal  amount of any Old Money or Notes otherwise than
     from the Common  Security  Trustee,  it will pay the amount received to the
     Common Security Trustee, for distribution pursuant to paragraph 7.6.

7.8  Any  currency  conversions  required  for the purpose of a  calculation  or
     payment  to be made  under  this  paragraph  7 shall be made by the  Common
     Security Trustee at its spot rate of exchange for the currencies  concerned
     2 days before the calculation or payment concerned is due to be made.

8    Application  of  voluntary  and  mandatory  prepayments  under  the  Credit
     Agreement

8.1  In order to maximise the value of the English law floating  charge security
     for the benefit of all the Creditors,  as between the parties to the Credit
     Agreement,  all  voluntary  and  mandatory  prepayments  under  the  Credit
     Agreement will be applied first in prepayment of Revolving  Credit Advances
     outstanding under the Credit Agreement prior to the Restructuring  Date (or
     any  rollover  of such  Advances),  secondly  in  prepayment  of all  other
     outstanding  Revolving Credit Advances,  and thirdly in pro rata prepayment
     of  outstanding  Swingline  Advances  and  Utilisations  of  the  Overdraft
     Facility.  It is understood that this arrangement shall in no way affect or
     impair the priority  arrangements  among the Creditors set out in this Term
     Sheet.

9    Additional guarantees and security

9.1  All additional guarantees (the "Additional Guarantees"), security and other
     financial  support in respect  of the New Money,  the Old Money  and/or the
     Notes must be granted to the Common Security Trustee for the benefit of the
     Creditors.

10   Operation of the facilities under the Credit Agreement

10.1 Pending  enforcement  of the New  Security  (but  without  prejudice to the
     Banks' rights under the Credit Agreement to prevent drawings and cancel the
     facilities),  the overdraft  facility under the Credit Agreement  (having a
     net limit of  (pound)6,000,000)  will  continue to operate on a rolling net
     basis. Prior to and on enforcement of the New Security,  the Overdraft Bank
     will be free to set off (and retain without the arrangements in paragraph 3
     applying) cash against their gross exposure in order to determine their net
     exposure (it being  understood  that such  set-off  shall be limited to the
     minimum amount required to reduce such gross exposure to such net limit and
     such set-off right shall be limited to such overdraft facility).

10.2 Subject to clause 10.1, on the  enforcement of the New Security or upon any
     other set-off or exercise of rights of  consolidation  and  combination  of
     accounts, the Banks will pay all amounts otherwise available for set-off to
     the Common Security  Trustee for  distribution in accordance with paragraph
     6.


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<PAGE>


11   Common Security Trustee/Relevant Majority Creditors

11.1 The Common  Security  Trustee  will hold the New Security  and,  subject to
     paragraph  11.3,  will  act in  accordance  with  the  instructions  of the
     Relevant Majority Creditors.

11.2 The Common  Security  Trustee  will  refrain  from  enforcing  the security
     conferred by the New Security and the Security  Trustee and the Noteholders
     will  refrain  from  enforcing  the  Existing  Guarantees  unless and until
     instructed by the Relevant  Majority  Creditors save that if a petition for
     an  administration  order has been presented in respect of any Obligor (and
     not  struck  out)  then  (unless  the  Relevant  Majority   Creditors  have
     instructed the Common  Security  Trustee not to enforce the New Security or
     any  Creditor  has not taken any action  required  by the  Common  Security
     Trustee so that it may so act) the Common Security Trustee will enforce the
     New  Security by  appointing  an  administrative  receiver to the  relevant
     Obligor.

11.3 Where an asset is subject to a charge or pledge created by the New Security
     and such asset is the subject of a disposal  which is (to the  satisfaction
     of the  Common  Security  Trustee)  expressly  permitted  under the  Credit
     Agreement and the Note Agreement,  then, if (a) the Common Security Trustee
     has not  received  notice of any  Default  or Event of  Default  (howsoever
     described)  under  the  Credit  Agreement  or the Note  Agreement  which is
     continuing  unremedied and unwaived and (b) the Common Security  Trustee is
     satisfied  that the proceeds of that disposal will be applied in accordance
     with the Credit  Agreement,  the Note  Agreement  and this term sheet,  the
     Common  Security  Trustee shall grant a release of the relevant  asset from
     the charge or pledge concerned.

11.4 Relevant  Majority  Creditors will be defined as meaning the Majority Banks
     under  the  Credit  Agreement  and the  holders  of a  majority  in  unpaid
     principal amount of the Notes at the time outstanding (excluding Notes then
     owned by the Issuer or any of its Affiliates).

11.5 The Common Security Trustee will initially be HSBC Investment Bank plc.

11.6 The Relevant  Majority  Creditors will have the right to replace the Common
     Security  Trustee with another  reputable and experienced  bank,  financial
     institution or trustee.  HSBC Investment Bank plc will automatically resign
     as Common  Security  Trustee at the same time as the  Facilities are repaid
     and the  commitments  cancelled in full, and (subject to paragraph  14.7) a
     new Common Security Trustee will be appointed.

11.7 The  Creditors  will give a mutual  obligation  to  consult  each other and
     provide information to the Common Security Trustee.

11.8 There will not be any override, so a waiver of a breach of the terms of the
     Notes will not constitute a waiver of the Credit  Agreement and a waiver of
     a breach of the terms of the Credit  Agreement will not constitute a waiver
     of any term of the Notes or the Note Agreements.

11.9 All the Creditors will give  indemnities to the Common Security Trustee and
     underwrite the payment of the Common Security Trustee's costs, in each case
     to the extent (and only to the extent) that the proceeds of any enforcement
     or the New  Security  are  insufficient  to cover such costs in full,  such
     indemnities  to operate pro rata to the sum of the relevant  drawn  amounts
     and undrawn commitments at the time concerned.

12   Enforcement action

12.1 All enforcement  action will be taken through the Common Security  Trustee,
     so that the  Creditors  will give each other (but not the Company or any of
     its Subsidiaries)  mutual  undertakings  that, unless the Relevant Majority
     Creditors have previously consented in writing, none of the Creditors will:

     (a)  enforce  any  of the  New  Money,  the  Old  Money  or  the  Notes  by
          attachment, execution or otherwise; or


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<PAGE>


     (b)  have any right to crystallise,  or require the Common Security Trustee
          to crystallise, any floating charge in the New Security; or

     (c)  have any right to enforce,  or require the Common Security  Trustee to
          enforce,   any  security  conferred  by  the  New  Security  by  sale,
          possession, appointment of a receiver or otherwise; or

     (d)  have any right to  enforce,  or require  the  Security  Trustee or the
          Common  Security  Trustee to enforce,  any of the Existing  Guarantees
          other than the enforcement of the Existing Guarantee of the Company by
          a holder of Notes; or

     (e)  petition for (or vote in favour of any resolution  for) or initiate or
          support or take any steps with a view to any winding  up.  bankruptcy,
          insolvency, liquidation,  reorganisation,  moratorium, administration,
          dissolution or any analogous  proceedings or any voluntary arrangement
          or assignment for the benefit of creditors or any similar  proceedings
          involving  an  Obligor  (or  any  of  its  Subsidiaries),  whether  by
          petition,  convening a meeting,  voting for a resolution or otherwise;
          or

     (f)  bring or support any other legal  proceedings  against any Obligor (or
          any of its Subsidiaries) except that nothing in this paragraph 12 will
          restrict  the  bringing  of  proceedings  by any  Creditor  solely for
          injunctive relief (or analogous  proceedings in jurisdictions  outside
          England  and  Wales) to  restrain  any  actual  breach  of the  Credit
          Agreement  or the  Note  Agreement  or for  specific  performance  not
          claiming  damages,  in either case where  doing so would not  conflict
          with any other provision of this term sheet.

12.2 For the avoidance of doubt  nothing in this  paragraph 12 will restrict the
     relevant Creditors from:

     (a)  exercising  their  respective   rights  to  refuse  to  make  drawings
          available or cancel undrawn commitments; or

     (b)  accelerating  any of the New Money or the Old Money  under the  Credit
          Agreement or the Notes or otherwise  declaring any of them prematurely
          due or payable; or

     (c)  enforcing the guarantee of the Company; or

     (d)  taking action to the extent required by the Common Security Trustee in
          order that it may  appoint a receiver  in  accordance  with  paragraph
          11.2; or

     (e)  setting-off  in  accordance  with  paragraph  10.1 to ensure  that the
          exposure of the Overdraft Bank is reduced to the net amount; or

     (f)  proving in the insolvency of an Obligor.

12.3 The  Creditors  will give each  other  (but not the  Company  or any of its
     Subsidiaries)   a  mutual   prohibition   on  taking  action  to  frustrate
     enforcement by the Common Security Trustee.

12.4 The Creditors  will also give each other (but not the Company or any of its
     Subsidiaries)  a mutual  undertaking to enforce the Existing  Guarantees to
     the  extent  required  by  the  Common  Security  Trustee  (acting  on  the
     instructions of the Relevant Majority Creditors).

12.5 The Creditors will acknowledge  that pursuant to any enforcement  action by
     the Common Security Trustee carried out on the instructions of the Relevant
     Majority  Creditors it may be desirable for the purpose of such enforcement
     and/or  maximising the  realisation of the security being enforced that any
     rights or claims of or by the Common  Security  Trustee against any Obligor
     and/or  any  security  over any  assets of any  Obligor  (in each  case) as
     contained  in or created  by any New  Security,  other than such  rights or
     claims or security  being  enforced,  and/or other claims by the  Creditors
     (including the Existing  Guarantees) be released and each Creditor will (a)
     to the  extent  required  by the  Common  Security  Trustee  (acting on the
     instructions  of the Relevant  Majority  Creditors)  grant such releases to
     fully effect such  enforcement  action and realisation  including,  without
     limitation, to the extent necessary for such purposes, to execute

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<PAGE>


     release documents and (b) irrevocably authorise the Common Security Trustee
     (acting on the  instructions of the Relevant  Majority  Creditors) to grant
     any such releases to the extent  necessary to fully effect such enforcement
     action  and  realisation  including,  without  limitation,  to  the  extent
     necessary for such purposes,  to execute  release  documents in the name of
     and on behalf of all the Creditors.

12.6 Recoveries under the Existing  Guarantees and, after the enforcement of the
     New Security,  other  recoveries  outside the New Security and the Existing
     Guarantees  will (to the  extent  necessary)  be turned  over to the Common
     Security  Trustee  and  shared as if they  were  recoveries  by the  Common
     Security Trustee under the New Security.

13   Limits on amending the Notes and the Credit Agreement

13.1 The Company and the  holders of the Notes will  undertake  to the Banks and
     the Banks and the  Company  will  undertake  to the  holders of Notes that,
     other  than as agreed by the Banks and the  holders of Notes as part of the
     Restructuring, they will prevent any:

     (a)  increase in the interest  payable on the Notes or the Facilities under
          the Credit Agreement (as the case may be), or

     (b)  change  in the  timing or the basis of  calculation  of such  interest
          payments; or

     (c)  reduction in the maturity of the Notes (other than,  for the avoidance
          of doubt, in connection with the exercise of the Refinancing Put or on
          the  occurrence  of a Prepayment  Event (as defined in the  Noteholder
          Term Sheet) or the Facilities  under the Credit Agreement or change in
          the timing and  amounts of the  scheduled  repayment  installments  or
          final  maturity  in respect of the Notes or the  Facilities  under the
          Credit Agreement (as the case may be); or

     (d)  amendment of the mandatory  prepayment  provisions of the Notes or the
          Facilities under the Credit Agreement (as the case may be); or

     (e)  change in the  definition  of  Make-Whole  Amount which would have the
          effect of increasing any  Make-Whole  Amount payable in respect of the
          Notes  or  extension  of  the  application  of the  Make-Whole  Amount
          mechanism; or

     (f)  amendment  of the  financial  covenants  set out in the  Notes  or the
          Credit Agreement (as the case may be);

     (g)  other change to the Notes or the Facilities under the Credit Agreement
          (as the case may be) which will increase any amount payable thereunder
          or which might adversely effect the ranking arrangements  contemplated
          by this term sheet; or

     (h)  increase or  decrease  the  commitments  of the Banks under the Credit
          Agreement otherwise than in accordance with this Term Sheet.

13.2 The Agent and the  holders of the Notes will each  undertake  to notify the
     other  party of any  amendments  made to the  terms and  conditions  of the
     Credit  Agreement and the Notes  respectively,  within a reasonable  period
     after such amendments have been made.

14   Miscellaneous provisions

14.1 Any amounts  received by any  Creditor  contrary to this term sheet will be
     turned over to the Common Security Trustee for redistribution in accordance
     with this term sheet.

14.2 No Creditor will  challenge the Existing  Guarantees or any other  security
     granted to any other Creditor.

14.3 The Creditors may not transfer their interest under the Notes or the Credit
     Agreement without the transferees  acceding to the intercreditor  agreement
     which implements this term sheet.

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<PAGE>


14.4 None of the Notes nor the commitments, outstanding amounts or contributions
     under the  Facilities  will be sold to the Company (or its  affiliates)  or
     anyone acting on their behalf.

14.5 No consent of the holders of the Notes will be required to the  utilisation
     of the facilities  under the Credit  Agreement in full or in part up to the
     limit of those facilities set out in clause 2.

14.6 Hedging liabilities will continue to be unsecured.

14.7 The  provisions  of  the  lntercreditor  Agreement  will  terminate  if the
     Facilities under the Credit  Agreement are refinanced in full.  Immediately
     prior  to  the  termination  of the  lntercreditor  Agreement,  the  Common
     Security Trustee will, at the expense of the Company,  transfer the benefit
     of the Additional Guarantees to the holders of the Notes at that time.



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