Exhibit 4.19


                              EMPLOYMENT AGREEMENT

AGREEMENT  made  as of the  11th  day of  March,  2002,  by  and  between  BATES
ADVERTISING USA, INC., a New York  corporation  (the "Company"),  with principal
offices at 498 Seventh Avenue, New York, NY 10018, and David Hearn,  residing at
16  Marine   Parade,   Watsons  Bay,  New  South  Wales  2030,   Australia  (the
"Executive").

                                   WITNESSETH:

     WHEREAS,  the Company  wishes to employ the  Executive,  and the  Executive
wishes  to be  employed  by the  Company,  on the terms  and  conditions  herein
contained;

     NOW,  THEREFORE,  in  consideration  of the premises and the  covenants and
agreements  herein set  forth,  and of other  good and  valuable  consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:

     FIRST:  The Company shall employ the Executive at its New York City offices
(subject to its normal travel  requirements),  and the Executive shall serve the
Company  during the Term of  Employment  (as defined  below) in the  capacity of
Chairman,  Chief  Executive  Officer and member of the board of directors of the
Company's affiliate, Bates Worldwide,  Inc. ("Worldwide").  Each of the regional
heads of the Bates Worldwide  Network of companies shall report to the Executive
and Executive shall have  supervisory and managerial  authority over each of the
various  companies in the Bates Worldwide  Network and the 141 Worldwide Network
that is owned or  controlled  by  Cordiant  Communications  Group plc ("CCG") in
accordance with and subject to CCG Group Policies. The Company shall procure the
appointment  of the  Executive  to the Board of Directors of CCG within ten (10)
business days after the Start Date (as defined in

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Paragraph  SECOND  below),  subject  always  to the  Executive  not  then  being
disqualified  from acting as a director of an English public company pursuant to
applicable law. The Executive  agrees to accept such  appointment and to observe
and comply with, and with the policies, procedures and requirements from time to
time reasonably  imposed by CCG and its subsidiaries for the purpose of ensuring
compliance  with, the Companies Act 1985 and Financial  Services and Markets Act
of the United Kingdom,  as amended,  United States federal and state  securities
laws and other applicable laws and regulations,  including (without  limitation)
the Listing Rules of The Financial Services Authority (the "Listing Rules"), the
City Code on Take-overs and Mergers and the rules and  regulations of the United
States Securities and Exchange Commission and of the New York Stock Exchange. In
particular,  the  Executive  shall  from  time to  time  supply  to the  Company
Secretary  or  Chairman  of the  Board of CCG such  information  concerning  his
interests and dealings in  securities of CCG and those of his immediate  family,
family trusts and other connected persons,  as is reasonably  required to comply
with applicable disclosure  requirements and shall comply with the Model Code on
directors'  dealings in securities  set out in the appendix to Chapter 16 of the
Listing Rules,  as  implemented by CCG. The Executive  shall comply with the CCG
Group Policies Manual as in effect from time to time. The Executive shall report
directly to the Chief Executive Officer of CCG.

     SECOND:  A. The period during which the Executive  shall be employed by the
Company (the "Term of Employment") shall begin on the later of (i) April 1, 2002
and (ii) the date on which the Executive secures a visa permitting the Executive
to be employed in the United  States (in either  case,  the "Start  Date"),  and
shall  continue until such time as the Term of Employment is ended upon ten (10)
business  days notice  (the  "Termination  Notice")  given by one of the parties
hereto  to the other, provided, however, that,  except as otherwise specifically

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set forth below: (a) the Company shall not give the Termination  Notice prior to
the second  anniversary of the Start Date, and (b) any Termination  Notice given
by the Executive  prior to the second  anniversaty of the Start Date shall be on
no less  than 180  days  prior  notice.  The Term of  Employment  shall  also be
terminable at an earlier date: (1) by the Company based upon  Executive's  death
or total disability (as set forth hereinafter at Paragraph  EIGHTH);  (2) by the
Company for "Cause" (as defined  hereinafter  at Paragraph  EIGHTH);  (3) by the
Company  following a Change in Control (as set forth  hereinafter  at  Paragraph
NINTH);  or (4) by the Executive for "Good Reason" following a Change in Control
(as  defined  hereinafter  at  Paragraph  NINTH).  Upon the  termination  of the
Executive's  employment with the Company, the Executive shall immediately resign
without claim for compensation for loss of office (but without  prejudice to any
claim  he may  have  against  the  Company  arising  out of any  breach  of this
Agreement by the Company or for  severance in  accordance  with this  Agreement)
from such offices held by him in the Company,  CCG and any  subsidiary of CCG (a
"Group  Company")  and  from  any  other  offices  he may  hold  as  nominee  or
representative of the Company,  CCG or any Group Company and the Company and CCG
are  irrevocably  authorized by the Executive to appoint some person in his name
and on his behalf to sign any documents and do any things necessary or requisite
to give effect to such resignations.

     THIRD:  At all times  during  which the  Executive  is in the employ of the
Company,  the Executive shall devote substantially all of his time and attention
during business hours to the business and affairs of the Company,  Worldwide and
their affiliates,  and shall perform such senior executive and managerial duties
and responsibilities  customary to, and consistent with, the positions set forth
in  Paragraph  FIRST as may be assigned to him by the Board of  Directors of the
Company,  the Board of  Directors of  Worldwide,  or the CEO of CCG from time to
time. The

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provisions  of the foregoing  sentence  notwithstanding,  the  Executive  shall,
subject to the prior approval of the Remuneration  and Nominations  Committee of
the  Board of  Directors  of CCG  (the  "Committee"),  be  permitted  to  devote
immaterial  amounts  of his  business  time  to  charity  work  and  to  holding
non-executive directorships of companies which do not compete with CCG.

     FOURTH: During the Term of Employment:

          A. The  Company  shall  pay the  Executive,  and the  Executive  shall
accept, for his services to the Company while in its active employ hereunder and
in  consideration  of his agreement not to compete as set forth  hereinafter  at
Paragraph  FIFTH,  salary  at the  rate of at  least  $750,000  per  annum  (the
"Salary"),  payable in accordance with the Company's  standard payroll practices
in effect at such time as the Salary is paid. The Executive shall be entitled to
such annual  increases in Salary as may be  determined  from time to time by the
Company's,  Worldwide's  and  CCG's  Boards  of  Directors  in a manner  no less
favorable  than  that  used for  other  senior  executives  of the  Company  and
Worldwide.

          B. In addition to the Salary,  the Company  shall pay to the Executive
an annual bonus of $525,000 subject to Executive's and Worldwide's  satisfaction
of  performance  targets set by the  Committee  (as defined in  Paragraph  THIRD
above) (the  "Target  Bonus").  In the event that such  performance  targets are
exceeded in any year during the Term of Employment,  Executive shall be entitled
to receive an additional  amount of bonus  compensation  for such year as is set
forth in a bonus  grid for  such  year  approved  by the  Committee  in its sole
discretion  (the  "Grid"),   provided,   however,  that  such  additional  bonus
compensation,  when added to the Target  Bonus shall in no event  exceed 100% of
the Salary for such year.  Similarly,  in the event that the performance targets
for such year are not met,  the  Executive  shall be  entitled  to receive  such
portion  of the  Target  Bonus as may be set  forth  in the Grid for such  year.
Except

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as otherwise expressly set forth herein,  bonus compensation (the "Bonus") shall
be  payable  as and  when  bonuses  are  paid by the  Company  to its  employees
generally.

          C. In the  event  that the Term of  Employment  is  terminated  by the
Company for any reason other than pursuant to Paragraph NINTH, for "Cause" under
Subparagraph B of Paragraph EIGHTH, or under Subparagraph A of Paragraph EIGHTH,
the Company  shall make a lump sum payment to the  Executive  within  sixty (60)
days  after  the end of the Term of  Employment  equal to the sum of one and one
half year's Salary (as in effect on the last day of the Term of Employment)  and
one year's  Expatriate  Benefit (as defined in  Subparagraph L of this Paragraph
FOURTH) (the "Severance"), provided, however, that: (i) as a condition precedent
to the payment of any such Severance, the Executive shall execute and deliver to
the  Company a release in the form  annexed  hereto as Exhibit A (with only such
modifications  thereto as may, in the Company's reasonable opinion, be necessary
to comply with then applicable  regulatory and statutory  requirements)  and the
Revocation  Period (as defined in  paragraph 12 of Exhibit A) shall have expired
and other conditions  applicable to the validity of such release shall have been
fully  satisfied;  and  (ii)  if the  Executive  breaches  any of the  covenants
contained in Paragraphs FIFTH,  SIXTH or SEVENTH below, then the Executive shall
forfeit all rights to any payment of Severance to be made after such breach.  In
addition to the  Severance set forth above,  the Executive  shall be entitled to
receive a portion of the Bonus, if any, that the Executive would have earned for
the year in which such termination  occurred,  prorated to the date on which the
Term of Employment  ended and paid at such time as bonuses are paid to executive
employees  of the  Company  generally.  The  amounts  payable  pursuant  to this
Subparagraph C shall be in lieu of any severance payments to which the Executive
may be entitled on termination of the Term of Employment,  with the exception of
the Executive's vested

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rights under any  employee  benefit  plan in which he is a  participant  and the
Executive  acknowledges that he shall not, thereupon,  be entitled to payment of
severance  pursuant to the Company's  severance plans,  policies or practices on
the date of this Agreement or in effect from time to time.

          D. CCG operates an Executive  Share  Option  Scheme  governed by rules
adopted on June 12, 2001 (the "Scheme"). Under the Scheme options are granted by
the Trustee of an employee  benefit  trust after  consulting  the  Committee (as
defined in Paragraph  THIRD above).  During the Term of Employment,  the Company
will cause the  Committee  to  recommend  to the Trustee that options to acquire
ordinary  shares of CCG be granted to the Executive (the  "Options") as follows.
In  each  of the  one  year  periods  ending  on the  first,  second  and  third
anniversaries  of the Start  Date,  the  Company  will  cause the  Committee  to
recommend to the Trustee that it grant Options to the Executive  under the rules
of the Scheme,  at the same times as it grants  options  generally  to executive
directors  of CCG,  to acquire  416,667  ordinary  shares,  of which  Options to
acquire 250,000  ordinary  shares shall be  "discounted"  Options and Options to
acquire 166,667  ordinary  shares shall be "market value"  Options.  Each of the
three (3) above mentioned  Options grants (each with respect to 416,667 ordinary
shares)  shall  be  subject  to the  date of grant  falling  within  the Term of
Employment and subject to the  requirements of any statute,  order,  regulation,
government directive, the Model Code for transactions in securities by directors
published from time to time by The Financial Services Authority, and any code of
practice  published  by The  Financial  Services  Authority  in  addition  to or
replacement  of such  publication  which may  restrict  or prevent  the grant of
Options.  The  Company  shall also  cause the  Committee  to impose  performance
conditions on the Options which provide that the Options shall vest in full and,
subject to the provisions of the Model Code, be exercisable, if: (i) the Term

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of Employment is terminated by the Company without Cause (as defined hereinafter
in  Subparagraph  B of  Paragraph  EIGHTH) or (ii) upon a Change in Control  (as
defined hereinafter in Subparagraphs B (1), (3) and (4) of Paragraph NINTH). The
obligations  imposed  on the  Company  under  this  Subparagraph  D shall  cease
immediately  following  a Change in Control  (as  defined in  Subparagraph  B of
Paragraph NINTH) or earlier at the end of the Term of Employment.  After the end
of the Term of  Employment,  the Executive  shall have no claim against CCG, the
Company or any Group  Company  for loss  arising  out of any  ineligibility  (in
accordance  with the terms of the Scheme and of the  Options in effect when such
Options are granted) to exercise  any Options  granted to him. The rights of the
Executive  shall  be  determined  solely  by the  rules  of the  Scheme  and the
performance  conditions  imposed on his  Options on the dates of the  respective
grants.

          E. The  Executive  shall be eligible to  participate  in those benefit
plans which the Company  shall make  available to its employees  generally,  and
those which it shall make available to its senior executive officers  generally,
according  to the terms and  administration  of said plans,  including,  but not
limited  to,  401K  profit  sharing  plan and  worldwide  health and  disability
insurance coverage.

          F. The  Executive  shall be entitled to  reimbursement  of  businesses
expenses  (including first class travel and  accommodations)  in accordance with
the  Company's   practices  with  respect  to  its  senior  executive  officers,
including,  but not limited to, reimbursement for the Executive's costs of using
his home telephone and cellular telephone for business purposes.

          G. The Company  shall provide the Executive a monthly car allowance of
$1,200.

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          H. For each calendar year,  the Company shall  reimburse the Executive
up to $2,000 for membership dues in a health club of the Executive's choosing.

          I. The Company shall  reimburse the Executive for the  initiation  fee
paid by the Executive for membership in a country club of the Executive's choice
in an amount up to $20,000.  For each calendar year, the Company shall reimburse
the Executive for dues payable to such country club in an amount up to $15,000.

          J. Executive  shall be entitled to four (4) weeks  vacation  annually,
calculated and taken in accordance with the Company's normal vacation  policies,
plus such paid  holidays and sick days as are provided by the Company  under its
policies applicable to senior executive officers in effect from time to time.

          K. (1) The Company shall pay the reasonable  costs of Executive's  and
his family's move to New York, in accordance with Company policy, including:


             (a)  transportation  to New York for  Executive's and his immediate
                  family's personal and household goods;

             (b)  first class  transportation  to New York for Executive and his
                  spouse and children;

             (c)  temporary  living  expenses  in New  York for  Executive,  his
                  spouse  and his  immediate  family  for up to 60  days,  in an
                  amount not to exceed $20,000;

             (d)  a resettlement allowance of $60,000; and

             (e)  the cost of  obtaining a visa (which the Company  shall assist
                  the Executive in procuring).

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             (2) In addition,  in the event that the Company terminates the Term
of  Employment  for a reason other than for "Cause" and the  Executive  does not
immediately  secure  employment with another company owned or controlled by CCG,
the Company shall pay the reasonable  costs of Executive's move from New York to
Australia or England, including:

             (a)  transportation to Australia or England for Executive's and his
                  immediate family's personal and household goods; and

             (b)  first  class   transportation  to  Australia  or  England  for
                  Executive, his spouse and their children.


          L. The  Executive  shall  receive  an annual  expatriate  housing  and
education  allowance  in  a  combined  total  annual  amount  of  $150,000  (the
"Expatriate Benefit"), payable in 24 equal bimonthly installments on the regular
payroll dates of the Company.

     FIFTH: A. The Executive shall not, while he is in the Company's employ, and
for a period of one (1) year thereafter:

          (1)  attempt in any  manner to  persuade  any  client of the  Company,
Worldwide or any of their affiliates,  which was a client during the Executive's
employment with the Company,  to cease to do business or to reduce the amount of
business which any such client has customarily  done or contemplates  doing with
the  Company,  Worldwide  or  any  of  their  affiliates,  whether  or  not  the
relationship between the Company,  Worldwide or any of their affiliates and such
client was originally  established  in whole or in part through the  Executive's
efforts;

             (2) attempt in any manner to persuade any potential client to which
the  Company,  Worldwide  or any of their  affiliates  have made a  presentation
within  twelve  (12)  months  prior  to  the   termination  of  the  Executive's
employment, or with which the Company,

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Worldwide or any of their affiliates have been having discussions, within twelve
(12) months prior to the termination of the Executive's employment not to hire
the Company, Worldwide or such affiliate, or to hire another agency;

             (3)  solicit  for the  Executive  or for any person  other than the
Company,  Worldwide or their affiliates,  the business of any company which is a
client  of the  Company,  Worldwide  or of any of their  affiliates,  or was the
Company's or Worldwide's  client or a client of one of their  affiliates  within
twelve (12) months prior to the termination of the Executive's employment.

             (4)  persuade or attempt to persuade  any  employee of the Company,
Worldwide or any of their affiliates,  or any individual who was employed by the
Company,  Worldwide  or any of their  affiliates  during the twelve  (12) months
prior to the  Executive's  termination  of  employment,  to leave  the  Company,
Worldwide or their affiliates' employ, or to become employed by any person other
than the Company, Worldwide or their affiliates;

             (5) render any advertising,  marketing or  merchandising  services,
other than on behalf of the Company,  Worldwide or their  affiliates,  for or in
connection with any client of the Company,  Worldwide or any of their affiliates
for whom the Company,  Worldwide or their  affiliates  rendered  services at any
time during the twelve (12) months immediately  preceding the termination of the
Executive's employment with the Company.


             B. If any of the covenants  contained in this Paragraph  FIFTH,  or
any part  hereof,  is held to be  unenforceable  because of the duration of such
provision or the area covered thereby, or for any other  overinclusiveness,  the
parties agree that the duration of such provision or the area covered thereby or
such other overinclusiveness shall be automatically

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reduced to the maximum  scope  permitted by law, and that,  in its reduced form,
said provision shall then be fully enforceable.


             C. Since the Company may be  irreparably  damaged if the provisions
of this Paragraph FIFTH are not specifically  enforced, in the event of a breach
or  threatened  breach  of any of the  terms  of  this  Paragraph  FIFTH  by the
Executive,  in addition to any other  remedy  that may be  available  to it, the
Company shall be entitled to  injunctive  relief  without  showing that monetary
damages will not provide an adequate remedy.

     SIXTH:  The Executive agrees that he will not divulge to anyone (other than
the  Company,  Worldwide  and  their  affiliates  or  any  persons  employed  or
designated  by the Company or Worldwide or in  connection  with the  Executive's
duties  hereunder)  any  knowledge or  information  of any type  whatsoever of a
confidential  nature relating to the business of the Company,  Worldwide,  their
clients or any of their  affiliates  or their  affiliates'  clients,  including,
without  limitation,  all types of trade secrets (unless  readily  ascertainable
from public or published  information or trade sources).  The Executive  further
agrees not to disclose, publish or make use of any such knowledge or information
of a confidential  nature without the prior written consent of the Company.  The
provisions  of this  Paragraph  SIXTH  shall apply both during the time that the
Executive is employed by the Company and thereafter.

     SEVENTH: The Executive agrees that all ideas, inventions and business plans
developed  by him  during  the Term of  Employment  which  relate,  directly  or
indirectly,  to the  business of the Company,  its clients,  Worldwide or any of
their affiliates,  including without limitation, any process,  operation, patent
or improvement which may be patentable or copyrightable, will be the property of
the Company and that the Executive will at the Company's

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request  and cost,  do  whatever is  necessary  to secure the rights  thereto by
patent, copyright or otherwise to the Company.

     EIGHTH:  The Term of  Employment  may  terminate as set forth herein and in
Paragraph NINTH.

     A. The Term of Employment  hereunder  shall terminate upon (i) the death of
the Executive;  and (ii) at the option of the Company, upon not less than thirty
(30) days prior written notice to the Executive or his legal representative,  in
the event that the Executive  becomes totally  disabled.  The Executive shall be
deemed to be totally  disabled if by reason of physical or mental  incapacity or
disability, he is unable, either with or without a reasonable accommodation,  to
render the material  services to be rendered by him  pursuant to this  Agreement
for a continuous  period of one hundred  eighty (180)  successive  days.  In the
event of an  incapacity  or a  disability  within  two  years  after a Change in
Control,  the advice of a reputable physician mutually acceptable to the Company
and the  Executive  (or his legal  representative)  as to the  existence of such
incapacity or disability will be final and binding on the parties.  In the event
that the Term of Employment is terminated  because of the  Executive's  death or
disability, the Company shall pay to the Executive or his representative(s): (i)
all Salary earned but unpaid  through the end of the Term of  Employment,  to be
paid within twenty (20) days of the date on which the Term of Employment  ended,
and (ii) all Bonuses earned,  but unpaid for the prior year and a portion of the
Bonus,  if any, that the Executive  would have earned for the year in which such
termination  occurred,  pro-rated  to the date on which  the Term of  Employment
ended,  to be paid when bonuses are paid to  executive  employees of the Company
generally.

     B. The Company may  terminate  the Term of  Employment of the Executive for
"Cause,"  upon not less  than  twenty  (20)  days  prior  written  notice to the
Executive specifying in

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reasonable detail the grounds therefor.  For the purposes of this Agreement,  an
event or occurrence constituting "Cause" shall mean only:

          (1) Executive's  willful failure or refusal,  after notice thereof, to
perform specific directives of the Board of Directors of the Company,  when such
directives are consistent  with the scope and nature of the  Executive's  duties
and responsibilities as set forth in Paragraph FIRST and THIRD hereof;

          (2) Willful dishonesty of the Executive affecting the Company;

          (3)  Drunkenness or use of drugs which  interfere with  performance of
the  Executive's  obligations  under this  Agreement,  continuing  after  notice
thereof;

          (4) Executive's conviction of a felony or of any crime involving moral
turpitude or fraud;

          (5) Any willful conduct of the Executive resulting in substantial loss
to the  Company,  substantial  damage to the  Company's  reputation  or theft or
defalcation from the Company;

          (6) Any  material  breach  (not  covered by any of  Subparagraphs  (1)
through (5) above), of any of the provisions of this Agreement if such breach is
not cured within ten (10)  business  days after  written  notice  thereof to the
Executive by the Company.

Any act or failure to act by the Executive which is done, or omitted to be done,
by him in good faith and for a purpose which he reasonably believed to be in the
best  interests of the Company  shall not be deemed to be willful.  In the event
that  the Term of  Employment  is  terminated  by the  Company  for  Cause,  the
Executive  shall be entitled to all Salary earned but unpaid  through the end of
the Term of Employment,  to be paid within twenty (20) days of the date on which
the Term of Employment ended.

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     NINTH: A. Within two (2) years after a Change in Control  (defined  below),
the  Company  may,  on ten (10)  business  days prior  notice to the  Executive,
terminate  the Term of  Employment.  In such  circumstances,  except  where  the
Company has  previously  issued a Notice of  Termination  for Cause  pursuant to
Subparagraph B of Paragraph EIGHTH or the Term of Employment is being terminated
by reason of the Executive's  death or disability  pursuant to Subparagraph A of
Paragraph  EIGHTH,  the Company shall,  within sixty (60) days after the date on
which the Term of Employment ends:

            (1)  pay to the  Executive  a lump  sum in  cash  equivalent  to the
aggregate of:

                    (a)  eighteen  (18) months'  Salary (as at the date on which
                         the Term of Employment ends); and

                    (b)  a sum equal to the cost the Company would have incurred
                         in providing the Executive  with the benefits set forth
                         above in Paragraph FOURTH,  Subparagraphs E, G, H, I, K
                         (2) (if by its terms applicable) and L, had the Term of
                         Employment  continued  for a period  of  eighteen  (18)
                         months   following  the  date  on  which  the  Term  of
                         Employment ends; and

            (2) pay to the  Executive in a lump sum in cash any Bonus(es) due to
him pursuant to Paragraph FOURTH with respect to the period prior to the date on
which the Term of  Employment  ends together with an amount equal to the Bonuses
the Executive  would have  received had the Term of  Employment  continued for a
further  eighteen (18) months following the date on which the Term of Employment
ends, on the basis that:

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                         (a) the Executive  would have achieved his Target Bonus
(as at the  date on  which  the Term of  Employment  ends  and for the  relevant
subsequent periods); and

                         (b)  Bonus  entitlements,   for  the  purpose  of  this
Paragraph  NINTH,  accrue pro rata from day to day with  respect of any  partial
financial  year of the Company to the date on which the Term of Employment  ends
and to the end of such eighteen (18) month period.

     The  payments  set  forth  in  Paragraph  NINTH  A (1) and  (2)  above  are
hereinafter  referred  to as the "Change in Control  Severance".  Payment of the
Change in Control Severance shall be subject to the following conditions: (i) as
a condition  precedent to any such Change in Control  Severance,  the  Executive
shall execute and deliver to the Company a release in the form annexed hereto as
Exhibit  A (with  only  such  modifications  thereto  as may,  in the  Company's
reasonable opinion,  be necessary to comply with then applicable  regulatory and
statutory requirements) and the Revocation Period (as defined in paragraph 12 of
Exhibit A) shall have expired and other conditions applicable to the validity of
such release shall have been fully satisfied; and (ii) if the Executive breaches
any of the covenants contained in Paragraphs FIFTH, SIXTH or SEVENTH above, then
the Executive shall forfeit all rights to payment of Change in Control Severance
to be made after such breach.

     B. "Change in Control" shall, for the purposes of this Agreement, mean:

            (1) the acquisition by any person,  together with any person "acting
in  concert"  with that  person (as  defined in the City Code on  Takeovers  and
Mergers,  issued by the Panel on Takeovers  and  Mergers,  UK from time to time)
(collectively,  a "Person") of shares  carrying more than fifty percent (50%) of
the voting rights at general meetings of CCG;

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            (2) during any period of two (2)  consecutive  years beginning on or
after  the  Start  Date,  individuals  who at  the  beginning  of  such  period
constitute  the Board of Directors  of CCG,  and any new Director  (other than a
Director  designated by a Person) whose  election by CCG's Board of Directors or
nomination for election by the  shareholders of CCG was approved by a vote of at
least  two-thirds  (2/3) of the  Directors  then still in office who either were
Directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so approved  (unless the  approval of the election or
nomination  for election of such new Directors was in connection  with an actual
or threatened election or proxy contest),  cease for any reason to constitute at
least a majority thereof;

            (3) the shareholders of CCG approve a merger or consolidation of CCG
with any other company, other than:

               (a) a merger or  consolidation  which would  result in the voting
securities of CCG outstanding  immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the  surviving  entity) more than eighty  percent  (80%) of the combined  voting
power of the  voting  securities  of CCG or such  surviving  entity  outstanding
immediately after such merger or consolidation; or

               (b)  a  merger  or   consolidation   effected   to   implement  a
recapitalization  of CCG (or similar  transaction)  in which no Person  acquires
more  than  fifty  percent  (50%) of the  combined  voting  power of CCG's  then
outstanding securities; or

            (4) the  shareholders of CCG approve a plan of complete  liquidation
of CCG or an  arrangement  for the sale or  disposition  by CCG of  CCG's  North
American assets  substantially as a whole or at least seventy-five percent (75%)
of CCG's overall assets or any transaction having a similar effect.

                                       16


<PAGE>


     C. Within two (2) years following a Change in Control, the Executive may by
written notice to the Company terminate the Term of Employment for "Good Reason"
(as defined  below).  In the event that the Executive so terminates  the Term of
Employment,  he shall be entitled  to receive  the Change in Control  Severance,
subject to the same  conditions  set forth in  Subparagraph  A of this Paragraph
NINTH.  For  the  purposes  hereof,   "Good  Reason"  shall  mean,  without  the
Executive's  express  written  consent,  the  occurrence of any of the following
events after a Change in Control:

            (1)  any of  (a)  the  assignment  to the  Executive  of any  duties
inconsistent in any material respect with the Executive's  position(s),  duties,
responsibilities or status with CCG, the Company or Worldwide  immediately prior
to  such  Change  in  Control,  (b)  a  change  in  the  Executive's   reporting
responsibilities,  titles or offices  with CCG,  the Company or  Worldwide as in
effect  immediately  prior to such  Change  in  Control  or (c) any  failure  to
re-elect the Executive to any position  with CCG, the Company or Worldwide  held
by Executive immediately prior to such Change in Control;

            (2) a  reduction  by the  Company  in the  Executive's  Salary as in
effect  immediately  prior  to such  Change  in  Control  or as the  same may be
increased from time to time thereafter; or

            (3) any  requirement  of the Company that the Executive (a) be based
anywhere  other than at the facility  where the Executive is located at the time
of the  Change  in  Control  or (b)  travel  on  Company  business  to an extent
substantially  more  burdensome  than the travel  obligations  of the  Executive
immediately prior to such Change in Control.

     D. The amounts payable pursuant to this Paragraph NINTH shall be in lieu of
any severance  payments to which the Executive may be entitled on termination of
the Term of

                                       17

<PAGE>

Employment,  with the  exception  of the  Executive's  vested  rights  under any
employee  benefit  plan  in  which  he  is  a  participant,  and  the  Executive
acknowledges that he shall not,  thereupon,  be entitled to payment of severance
pursuant to the Company's severance plans,  policies or practices on the date of
this Agreement or in effect from time to time.

     TENTH:  This Agreement is a personal  contract,  and except as specifically
set forth herein,  the rights and  interests of the Executive  herein may not be
sold, transferred, assigned, pledged or hypothecated. The rights and obligations
of the Company  hereunder  shall be binding upon and run in favor of the Company
and its successors.

     ELEVENTH:  The failure of either party to enforce any of the  provisions of
this  Agreement  shall  not be deemed a waiver  thereof.  No  provision  of this
Agreement  shall be deemed to have been waived or modified unless such waiver or
modification shall be in writing and signed by both parties hereto.

     TWELFTH: A. Any notice to be given concerning this Agreement shall be given
in writing  and  either:  (1) sent by  certified  or  registered  mail,  postage
prepaid;  (2) sent by reputable overnight courier service; or (3) hand delivered
to the recipient personally. In the case of notice sent by mail, the date of the
giving of the notice shall be deemed to be: (i) three (3) days after the date of
the postmark if postmarked by the United States Postal Service; or (ii) the date
of actual receipt if not postmarked by the United States Postal Service.  In the
case of notice being sent by overnight  courier service,  the date of the giving
of the notice shall be deemed to be the day after the date said notice was given
to the courier service as indicated by the records of such courier  service.  In
the case of notice being hand delivered,  a written dated receipt shall be given
therefor.  Hand  delivery of any notice to the Company shall be delivered to the
Company's chief financial officer personally.  Notice by mail or courier service
shall be sent as follows:

                                       18

<PAGE>


         If to Executive:     David Hearn
                              16 Marine Parade
                              Watsons Bay
                              New South Wales 2030
                              Australia

         With a copy to:      Pavia & Harcourt LLP
                              600 Madison Avenue
                              New York, New York 10022
                              Attention: Jordan E.  Ringel, Esq.

         If to the Company:    Bates Worldwide, Inc.
                               498 Seventh Avenue
                               New York New York 10018
                               Attention: Chief Financial Officer

         With a copy to:       Cordiant Communications Group Worldwide, Inc.
                               498 Seventh Avenue
                               New York, New York 10018
                               Attention:  Michael J.  Kopcsak, Esq.,
                               General Counsel

            B. By giving notice to the other patty,  either party may, from time
to time,  designate  (i) a different  address to which notice by mail or courier
service to such party shall be sent  and/or  (ii) a different  person to receive
notices.

     THIRTEENTH: This Agreement shall be deemed made under and shall be governed
by the substantive laws of the State of New York, excluding its conflict of laws
rules.

     FOURTEENTH: Except for the provisions of Paragraph FIFTH of this Agreement,
any dispute or controversy  under or in connection  with this Agreement shall be
settled exclusively by arbitration in New York City by one arbitrator with prior
formal judicial experience in accordance with the rules of JAMS-Endispute,  Inc.
then in effect. Judgment may be entered upon the arbitrator's award in any court
having jurisdiction.

     FIFTEENTH:   The  Company  shall  have  the  right  to  withhold  from  the
Executive's Salary and other  compensation  hereunder all amounts required to be
withheld by

                                       19

<PAGE>

law, including such amounts in respect of any compensation  deemed to be paid to
the Executive under federal,  state and local tax laws, as well as those amounts
authorized by the Executive.

     SIXTEENTH:  This Agreement  constitutes the entire  understanding among the
parties  hereto  as  to  the  subject  matter  covered  herein,  and  all  prior
understandings and agreements are merged herein and succeeded hereby.

     IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Agreement
the day and year first above set forth.

                                            BATES ADVERTISING USA, INC.



                                            By: /s/ [illegible]
                                                --------------------------------


                                                /s/ David Hearn
                                            ------------------------------------
                                            David Hearn



                                       20

<PAGE>


                                    EXHIBIT A

                            ACKNOWLEDGMENT OF RECEIPT

I hereby acknowledge that I have received a copy of the Separation Agreement and
Release  of  Claims  which is  attached  hereto  on the date  noted  beneath  my
signature on this Acknowledgement.

I further  acknowledge  that I have been  informed  that I will have a period of
exactly  twenty-one  (21) days [or 45 days in the case of a "program" from today
to sign and  return  the  Separation  Agreement  and  Release  of  Claims to the
Company. I understand that if I do not sign and return the Separation  Agreement
and Release of Claims to the Company  before the  expiration of that  twenty-one
(21) day [or 45 days in the case of a "program"  period,  I will not be entitled
to  receive  the  Severance  Pay,  even if I  thereafter  sign  and  return  the
Separation  Agreement  and Release of Claims to the Company.  I also  understand
that I have the right to consult with an attorney  before signing the Separation
Agreement and Release of Claims.


By: /s/ David Hearn
    -------------------
    David Hearn


Date:  March 11, 2002



<PAGE>


                                B A T E S U S A

March 11,2003

David Hearn
157 E. 82nd Street
New York, New York 10028

Re:  Your  Employment  Agreement  dated as of March 18,  2002  (the  "Employment
     Agreement")


Dear David:

     We have agreed to modify your Employment Agreement as follows:

1.  Paragraph  FIRST of the  Employment  Agreement  is hereby  modified so as to
reflect your  becoming the Chief  Executive  Officer of Cordiant  Communications
Group plc, effective as of January 1,2003, and to modify your reporting, so that
it is henceforth  directly to the Board of Directors of Cordiant  Communications
Group plc. To effect these changes,  paragraph FIRST of the Employment Agreement
is hereby modified to read in its entirety as follows:

     "FIRST: The Company shall employ the Executive at its New York City offices
(subject to its normal travel requirements),  and the Executive shall serve the
Company  during the Term of  Employment  (as defined  below) in the  capacity of
Chairman and member of the board of directors of the Company's affiliate,  Bates
Worldwide,  Inc.  ("Worldwide") and as set forth in the following sentence.  The
Company shall procure the appointment of the Executive to the Board of Directors
of the Company's  ultimate  parent,  Cordiant  Communications  Group plc ("CCG")
within ten (10)  business  days after the Start  Date (as  defined in  Paragraph
SECOND  below)  and  shall  cause the  Executive  to be  appointed  as the Chief
Executive Officer of CCG, effective as of January 1, 2003, subject always to the
Executive  not then being  disqualified  from acting as a director of an English
public company  pursuant to applicable law. The Executive  agrees to accept such
appointments  and to observe and comply with, and with the policies,  procedures
and  requirements  from  time  to  time  reasonably   imposed  by  CCG  and  its
subsidiaries for the purpose of ensuring compliance with, the Companies Act 1985
and Financial Services and Markets Act of the United Kingdom, as amended, United
States  federal  and  state  securities  laws  and  other  applicable  laws  and
regulations,  including (without  limitation) the Listing Rules of The Financial
Services  Authority  (the  "Listing  Rules"),  the City Code on  Take-overs  and
Mergers  and the rules and  regulations  of the  United  States  Securities  and
Exchange  Commission  and of the New York Stock  Exchange.  In  particular,  the
Executive shall from time to time supply to the Company Secretary or Chairman of
the Board of CCG such  information  concerning  his  interests  and  dealings in
securities  of CCG and those of his  immediate  family,  family trusts and other
connected  persons,   as  is  reasonably  required  to  comply  with  applicable
disclosure  requirements  and shall  comply  with the Model  Code on  directors'
dealings  in  securities  set out in the  appendix  to Chapter 16 of the Listing
Rules,  as  implemented  by CCG. The  Executive  shall comply with the CCG Group
Policies Manual as in effect from time to time. As the Chief  Executive  Officer
of CCG, the Executive shall report directly to the Board of Directors of CCG."




<PAGE>


2.  Paragraph  THIRD of the  Employment  Agreement  is hereby  modified so as to
reflect your  becoming the Chief  Executive  Officer of Cordiant  Communications
Group plc,  effective as of January 1, 2003,  and to modify your  reporting,  so
that  it  is  henceforth   directly  to  the  Board  of  Directors  of  Cordiant
Communications  Group  plc.  To effect  these  changes,  paragraph  THIRD of the
Employment Agreement is hereby modified to read in its entirety as follows:

     "THIRD:  At all times  during  which the  Executive is in the employ of the
Company,  the Executive shall devote substantially all of his time and attention
during business hours to the business and affairs of the Company, Worldwide, CCG
and their  affiliates,  and shall perform such senior  executive and  managerial
duties and responsibilities customary to, and consistent with, the positions set
forth in Paragraph  FIRST as may be assigned to him by the Board of Directors of
CCG from time to time. The provisions of the foregoing sentence notwithstanding,
the  Executive  shall,  subject to the prior  approval of the  Remuneration  and
Nominations  Committee of the Board of Directors  of CCG (the  "Committee"),  be
permitted to devote immaterial  amounts of his business time to charity work and
to holding  non-executive  directorships  of companies which do not compete with
CCG."

3. Paragraph FOURTH A of the Employment Agreement is hereby modified to increase
your Salary from  $750,000 per annum to $900,000 per annum and shall  henceforth
read in its entirety as follows:

     "A. The Company shall pay the  Executive,  and the Executive  shall accept,
for his  services to the Company  while in its active  employ  hereunder  and in
consideration  of his  agreement  not to  compete  as set forth  hereinafter  at
Paragraph  FIFTH,  salary  at the  rate of at  least  $900,000  per  annum  (the
"Salary"),  payable in accordance with the Company's  standard payroll practices
in effect at such time as the Salary is paid. The Executive shall be entitled to
such annual  increases in Salary as may be  determined  from time to time by the
Company's,  Worldwide's  arid  CCG's  Boards  of  Directors  in a manner no less
favorable  than  that  used for  other  senior  executives  of the  Company  and
Worldwide."

4. Paragraph FOURTH B of the Employment  Agreement is hereby modified to restate
the Target  Bonus as a percent of Salary,  rather than as a fixed  number and to
clarify  that  the  performance  targets  to be set  shall  be  based  upon  the
performance of CCG rather than Worldwide.  Therefore,  paragraph FOURTH B of the
Employment  Agreement  shall,  for all  years  subsequent  to 2002,  read in its
entirety as follows:

     "B. In addition to the Salary,  the Company  shall pay to the  Executive an
annual  bonus  calculated  at 70% of Salary,  subject to  Executive's  and CCG's
satisfaction  of  performance  targets  set  by the  Committee  (as  defined  in
Paragraph THIRD above) (the "Target Bonus").  In the event that such performance
targets are exceeded in any year during the Term of Employment,  Executive shall
be entitled to receive an additional amount of bonus  compensation for such year
as is set forth in a bonus grid for such year  approved by the  Committee in its
sole  discretion (the `Grid"),  provided,  however,  that such additional  bonus
compensation,  when added to the Target  Bonus shall in no event  exceed 100% of
the Salary for such year.  Similarly,  in the event that the performance targets
for such year are not met,  the  Executive  shall be  entitled  to receive  such
portion  of the  Target  Bonus as may be set  forth  in the Grid for such  year.
Except as otherwise expressly set forth herein, bonus compensation (the "Bonus")
shall be payable as and when  bonuses are paid by the  Company to its  employees
generally."

<PAGE>

5.  Paragraph  FOURTH L of the  Employment  Agreement,  which  provides  for the
Company to pay to you an Expatriate  Benefit in the amount of$150,000 per annum,
is hereby deleted and a new Paragraph  FOURTH L is hereby  inserted,  to read in
its entirety as follows:

     "L. On or before  December 31, 2002, the Company shall pay to the Executive
a special supplementary moving allowance in the amount of $50,000."

6. For the  avoidance of doubt,  in: (i)  Paragraph  FOURTH C the words "and one
year's  Expatriate  Benefit (as defined in Subparagraph L of Paragraph  FOURTH)"
are hereby deleted, and (ii) Paragraph NINTH A (1) (b) the "L" is hereby deleted
and the word  "and"  immediately  preceding  such "U" is  hereby  moved so as to
precede "K (2)" in said Paragraph NINTH A (1) (b,).

7. Paragraph  TWELFTH A of the  Employment  Agreement is hereby changed so as to
delete the reference to the Executive's  prior address and set forth the current
address of the Executive for purposes of sending notices, as follows:

     "If to Executive:    David Hearn
                          157 E. 82nd Street
                          New York, New York 10028"

If this letter  completely  and  correctly  expresses the terms of our agreement
regarding the modification of your Employment  Agreement,  please so indicate by
signing and returning a copy hereof to me.


                                                     Very truly yours,

                                                     BATES ADVERTISING USA, INC.


                                                     By: /s/ [illegible]
                                                        ------------------------


Accepted and agreed to:


/s/ David Hearn
---------------------
David Hearn



<PAGE>


                   SEPARATION AGREEMENT AND RELEASE OF CLAIMS

     This Separation Agreement including a General and Special Release of Claims
(the  "Agreement")  is entered  into by David  Hearn  ("Executive")  and Bates
Advertising  USA, Inc. (the  "Company").  It is entered into to resolve amicably
all matters between Executive and the Company concerning  Executive's employment
and the termination of that employment

     1.  Termination  of  Employment.  Executive's  employment  with the Company
terminated effective [DATE] (the "Termination Date").

     2. Final Wages and Vacation Pay. The Company will pay (or already has paid)
to  Executive  all wages  earned and all unused  vacation  accrued  through  and
including  the  Termination  Date.  None of the  payments  set forth above shall
constitute  consideration for the releases and covenants set forth in paragraphs
7 (subparagraphs  a-c), 8 and 9 hereof and will be paid to Executive  regardless
of whether or not Executive signs and does not revoke this Agreement.

     3.  Severance  Pay.  Provided that  Executive  signs,  returns and does not
revoke this  Agreement  within the time period  described in  paragraph  12, the
Company will pay  Executive  severance pay in the amount of [as set forth in The
Employment  Agreement,  dated as of March [ ], 2002] (the "Severance Pay"). Such
Severance  Pay will be paid in a lump sum on the first  regular  payroll date of
the Company  following the  expiration of the  Revocation  Period (as defined in
paragraph  12).  Executive  acknowledges  and agrees that the  Severance  Pay is
greater than any severance pay to which he would  otherwise  have been entitled,
and that  Executive  shall not be entitled to receive any severance pay pursuant
to any other agreements, plans or policies in addition to the Severance Pay.

     4. Medical and Dental Continuation  Coverage and Other Benefits.  After the
Termination  Date Executive shall no longer receive any insurance  benefits from
the Company and Executive  shall be entitled to exercise  Executive's  rights to
benefits under COBRA, if eligible.

     5. Sole Entitlement.  Executive acknowledges and agrees that, except as set
forth in this Agreement,  he has no right or entitlement to any severance pay or
other severance benefits. Executive acknowledges and agrees that no other wages,
monies or  benefits  are owing to  Executive  except as set forth  above or with
respect to Executive's  vested rights under,  and in accordance with the written
terms  of:  (a) the  Company's  ERISA  and  insurance  plans,  (b) the  Cordiant
Communications  Group plc  Options  grants and the  Scheme  (as those  terms are
defined in the Employment  Agreement),  and (c) in the event that the provisions
of Paragraph NINTH of the Employment  Agreement are not applicable,  Executive's
pro-rated Bonus pursuant to Paragraph  FOURTH C of the Employment  Agreement and
his benefits pursuant to Paragraph FOURTH K (2) of the Employment Agreement.

     6.  Return of Property  and  Documents.  Executive  agrees to return to the
Company all property of the Company,  its  affiliates and their clients which is
in Executive's possession.  Executive further agrees that all memoranda,  notes,
records or other documents  compiled by Executive or made available to Executive
during  the  term of  Executive's  employment  concerning  the  business  of the
Company,  its  affiliates  and/or their  clients is the property of the Company,
whether or not  confidential,  and has been or will be returned by  Executive to
the Company prior to or upon Executive's  execution of this Separation Agreement
and Release of Claims. Executive further agrees to cooperate with the Company in
providing information about the status of current projects.


<PAGE>


     7. Confidentiality and Non-Solicitation.

     (a) Executive hereby agrees that Executive will not, at any time,  disclose
to anyone any  confidential  information  or trade  secret of the  Company,  its
affiliates or any of their clients, or utilize such confidential  information or
trade secret for Executive's  own benefit,  or for the benefit of third parties,
and that the transfer of any such data,  information  or materials to any client
shall not render such data, information or materials other than confidential.

     (b)  Executive  further  agrees that for a period of twelve months from the
Termination  Date Executive  shall not attempt in any manner to (i) persuade any
client of the Company or an affiliate of the Company,  which was a client of the
Company or such affiliate  during  Executive's  employment with the Company,  to
cease to do business  or to reduce the amount of business  which any such client
has customarily  done or contemplates  doing with the Company or such affiliate,
whether or not the  relationship  between the Company or such affiliate and such
client  was  originally  established  in  whole or in part  through  Executive's
efforts, (ii) perform any advertising,  marketing or merchandising  services for
any such client other than on behalf of the Company or such  affiliate and (iii)
employ or cause his/her subsequent employer to employ anyone who was an employee
of the Company or any of its affiliates on Executive's Termination Date.

     (c) Executive's  obligations under paragraphs 7(a) and 7(b) are in addition
to, and not in lieu of, any  confidentiality,  non-disclosure,  non-solicitation
and/or non-compete  obligations  Executive may have under the terms of any other
written agreement with the Company.

     8.  General and Specific  Release of Claims.  Executive  (for  him/herself,
his/her agents, heirs,  successors,  assigns,  executors and/or  administrators)
does  hereby and forever  release  and  discharge  the  Company,  as well as its
parents, subsidiaries,  affiliates,  successors,  partners, heirs, predecessors,
and assigns, and the officers, agents, employees,  attorneys and representatives
of each of them,  past or present  (collectively  referred  to as the  "Released
Parties"), from any and all causes of action, actions,  judgments, liens, debts,
contracts, indebtedness, damages, losses, claims, liabilities, rights, interests
and demands of  whatsoever  kind or  character,  known or unknown,  suspected to
exist or not suspected to exist, anticipated or not anticipated,  whether or not
heretofore  brought  before  any state or  federal  court or before any state or
federal agency or other  governmental  entity,  which  Executive has or may have
against any of the Released Parties,  by reason of any and all acts,  omissions,
events or facts  occurring  or  existing  prior to the date  hereof,  including,
without limitation,  all claims attributable to the employment of Executive, all
claims  attributable  to the  termination  of that  employment,  and all  claims
arising under any federal,  state or other governmental  statute,  regulation or
ordinance or common law, such as, for example and without  limitation,  the Fair
Labor  Standards  Act,  the Family and Medical  Leave Act,  the  Americans  with
Disabilities Act, Title VII of the Civil Rights Act of 1964 and the Civil Rights
Act of 1866. Executive specifically  understands and agrees that this Release of
Claims  includes any claims  he/she might have under the Age  Discrimination  in
Employment Act, which prohibits discrimination on the basis of age 40 or over.

     9. Promise Not To Sue On Claims  Released.  Executive  hereby  warrants and
represents  that, as of the execution of this  Agreement,  neither he nor anyone
acting on his behalf has made or filed any charge, complaint or suit against any
of the  Released  Parties  with any  federal,  state,  or local court  agency or
authority, or any other regulatory authority. Executive

<PAGE>

further  acknowledges  that,  except as such  promise  may be  prohibited  by or
unenforceable under law, the Severance Pay is being given to Executive in return
for his promise not to initiate any court or  judicial-type  proceeding  against
the Released  Parties that  involves  any claim that  Executive  has released in
paragraph 8 of this Agreement,  and Executive  further covenants not to initiate
any such  proceeding.  However,  nothing in this paragraph shall be construed to
prevent Executive from filing a charge of discrimination  with, or participating
in an investigation or proceeding conducted by, the Equal Employment Opportunity
Commission.  Further,  if any provision of this paragraph 9 shall be held by any
court or agency of competent  jurisdiction to be illegal, void or unenforceable,
such   provision   shall  be  of  no  force  and  effect.   The   illegality  or
unenforceability  of any provision in this paragraph 9 shall have no effect upon
the remaining provisions of this Agreement.

     10. No  Admissions.  Nothing  contained  herein  shall be  construed  as an
admission of wrongdoing or liability by either the Executive or the Company.

     11.  Entire  Agreement.  Except  as  otherwise  specifically  set  forth in
paragraph  7(c),  this  Agreement   constitutes  a  single  integrated  contract
expressing  the entire  agreement  of the  parties  with  respect to the subject
matter  hereof and  supersedes  all prior and  contemporaneous  oral and written
agreements and discussions with respect to the subject matter hereof.  There are
no other agreements,  written or oral,  express or implied,  between the parfles
hereto,  concerning the subject matter hereof,  except as specifically set forth
in  paragraph  7(c).  This  Agreement  may be  amended  or  modified  only by an
agreement in writing which is signed by both parties to this Agreement and which
specifically states that it is intended to amend or modify this Agreement.

     12.  Waiting Period and Right of Revocation.  EXECUTIVE  ACKNOWLEDGES  THAT
EXECUTIVE IS AWARE THAT AND IS HEREBY  ADVISED THAT  EXECUTIVE  HAS THE RIGHT TO
CONSIDER THIS  AGREEMENT FOR  TWENTY-ONE [or 45] DAYS BEFORE SIGNING IT AND THAT
IF EXECUTIVE  SIGNS THIS AGREEMENT PRIOR TO THE EXPIRATION OF TWENTY-ONE [or 45]
DAYS,  EXECUTIVE IS WAIVING THIS RIGHT FREELY AND  VOLUNTARILY.  EXECUTIVE  ALSO
ACKNOWLEDGES  THAT  EXECUTIVE IS AWARE OF AND IS HEREBY  ADVISED OF  EXECUTIVE'S
RIGHT TO  REVOKE  THIS  AGREEMENT  FOR A  PERIOD  OF SEVEN  DAYS  FOLLOWING  THE
EXECUTIVE'S  SIGNING OF THIS  AGREEMENT  (THE  "REVOCATION  PERIOD") AND THAT IT
SHALL NOT  BECOME  EFFECTIVE  OR  ENFORCEABLE  UNTIL THE  REVOCATION  PERIOD HAS
EXPIRED.  TO REVOKE THIS  AGREEMENT,  EXECUTIVE  MUST NOTIFY THE COMPANY  WITHIN
SEVEN DAYS OF SIGNING IT. ANY SUCH  NOTIFICIATION  SHOULD BE IN WRITING AND SENT
TO THE FOLLOWING ADDRESS:

     Anne Melanson
     Executive Vice President, Director of Human Resources
     Bates Advertising USA, Inc.
     498 Seventh Avenue
     New York, New York 10018

     13.  Attorney  Advice.  EXECUTIVE  ACKNOWLEDGES  THAT EXECUTIVE IS AWARE OF
EXECUTIVE'S  RIGHT TO CONSULT AN ATTORNEY,  THAT  EXECUTIVE  HAS BEEN ADVISED TO
CONSULT WITH AN ATTORNEY,  AND THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO


<PAGE>

CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS AGREEMENT.


     14.  Understanding  of  Agreement.  Executive  states  that  Executive  has
carefully  read this  Agreement,  that  Executive  has had  sufficient  time and
opportunity to consider its terms and to obtain legal advice,  if desired,  that
Executive fully understands its final and binding effect, that the only promises
made to  Executive  to sign this  Agreement  are those  stated  above,  and that
Executive is signing this Agreement voluntarily.

Dated:                                  Bates Advertising USA, Inc.


                                        By __________________________________
                                           Anne Melanson
                                           Executive Vice President, Director of
                                           Human Resources


AGREED TO AND ACCEPTED:


______________________________
David Hearn

DATE: ________________________


STATE OF

COUNTY OF


     On the  ________________  day of [MONTH and YEAR] before me personally came
David Hearn, to me known, and known to me to be the individual described in, and
who executed, the foregoing Separation Agreement And Release Of Claims, and duly
acknowledged to me that he executed the same.




______________________________
NOTARY PUBLIC