EXHIBIT 4.15



               BATES WORLDWIDE, FITCH WORLDWIDE, 141 WORLDWIDE AND
                         HEALTHWORLD NETWORK AGREEMENT









DATE:                                       May 28, 2003





PARTIES:       (1)  BATES WORLDWIDE,  INC. a corporation  organized and existing
                    under the laws of the State of Delaware and having an office
                    at 498 Seventh  Avenue,  New York,  New York 10018  ("BWI");
                    Cordiant    Communications    Group   plc,   a   corporation
                    incorporated  and  existing  under the laws of  England  and
                    Wales, with an address at 121-141 Westbourne Terrace, London
                    W2 6JR ("Cordiant");  Healthworld Corporation, a corporation
                    organized  and  existing  under  the  laws of the  state  of
                    Delaware,  having its  principal  place of  business  at 100
                    Avenue  of the  Americas,  New  York,  New York  10013,  USA
                    ("Healthworld") (individually, a "Licensor" and collectively
                    hereafter referred to as the "Licensors").


               (2)  George  Patterson  Pty Limited a  corporation  organised and
                    existing   under   the  laws  of  New   South   Wales,   The
                    Communications  Group  Limited a  corporation  organised and
                    existing under the laws of New Zealand (George Patterson Pty
                    Ltd and The Communications Group Limited each a Bates Agency
                    and hereinafter  together  referred to as the Bates Agency),
                    X/M Pty Limited,  Big Island  International  Pty Limited and
                    Patts  141 Pty Ltd each  such  company  being a  corporation
                    organised  and  existing  under the laws of New South  Wales
                    (X/M Pty Ltd, Big Island International Pty Ltd and Patts 141
                    Pty Ltd each a 141 Agency and hereinafter  together referred
                    to as the 141 Agency),  Healthworld Communications Group Pty
                    Limited (hereinafter  referred to as the Healthworld Agency)
                    a corporation  organised and existing  under the laws of New
                    South Wales and  Underline:Fitch  Pty  Limited  (hereinafter
                    referred to as the Fitch Agency) a corporation organised and
                    existing under the laws of New South Wales, each such agency
                    with an address at c/- 35 Clarence Street, Sydney, NSW, 2000
                    (collectively  the  Bates


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                    Agency, the 141 Agency, the Healthworld Agency and the Fitch
                    Agency  hereafter   referred  to  as  the  "Agency"  or  the
                    "Agencies")



RECITALS:

(A)  BWI is the owner  of,  and has  registered  and  applied  to  register  (as
     appropriate)  the Bates Name and the 141 Name and together with its Related
     Companies has developed a worldwide  goodwill in the Bates Name and the 141
     Name.  Cordiant is the owner of, and has registered and applied to register
     (as appropriate) the Fitch Name and together with its Related Companies has
     developed a worldwide goodwill in the Fitch Name.  Healthworld is empowered
     by the owner of the Healthworld name,  Healthworld B.V. to license, and has
     registered and applied to register (as  appropriate)  the Healthworld  Name
     and together with its Related Companies has developed a worldwide  goodwill
     in the  Healthworld  Name  (the  Bates  Name,  141  Name,  Fitch  Name  and
     Healthworld Name hereafter collectively referred to as the "Name(s)").


(B)  The Bates  Agency  wishes to include  the name Bates as part of its trading
     name and has agreed  that the use of the name  Bates,  as well as any other
     use of the  Bates  Name  shall be  subject  to the  Bates  Agency's  strict
     compliance  with the  terms of this  Agreement.  The 141  Agency  wishes to
     include  the name 141 as part of its  trading  name and has agreed that the
     use of the name  141,  as well as any  other  use of the 141 Name  shall be
     subject  to the 141  Agency's  strict  compliance  with  the  terms of this
     Agreement. The Fitch Agency wishes to include the name Fitch as part of its
     trading name and has agreed that the use of the name Fitch,  as well as any
     other use of the Fitch Name shall be subject to the Fitch  Agency's  strict
     compliance with the terms of this Agreement.  The Healthworld Agency wishes
     to include the name  Healthworld as part of its trading name and has agreed
     that  the use of the  name  Healthworld,  as well as any  other  use of the
     Healthworld  Name  shall be  subject  to the  Healthworld  Agency's  strict
     compliance with the terms of this Agreement.



AGREEMENT:

1.   In this  Agreement  the  following  terms and  expressions  shall  bear the
     meanings respectively ascribed thereto as follows:


     "Related  Companies"       shall mean in  relation  to each of the  parties
                                hereto all or

                                any of:


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                                (i) a  subsidiary  of that  party,  in which the
                                party owns or  controls,  whether by contract or
                                otherwise,  a  majority  of the  shares or votes
                                necessary  to elect a  majority  of the board of
                                directors  or  other   managing   body  of  that
                                subsidiary;


                                (ii) a holding company of that party, which owns
                                the party or  controls,  whether by  contract or
                                otherwise,  a  majority  of the  shares or votes
                                necessary  to elect a  majority  of the board of
                                directors or other managing body of that party;


                                (iii) a subsidiary  (as defined in (i) above) of
                                a holding  company (as defined in (ii) above) of
                                that party;


                                (iv) a body corporate or business,  with respect
                                to which that party (or any person  connected to
                                such  party)  controls,  whether by  contract or
                                otherwise,  a majority of the board of directors
                                or other managing body of that body corporate or
                                business;


     "Healthworld Advertising
      Services"                 means   advertising,   marketing,   promotional,
                                medical education and media services provided by
                                advertising  agencies  to clients and such other
                                additional  related services as may be agreed by
                                Healthworld in writing to constitute Healthworld
                                Advertising Services from time to time.


      "BWI Advertising
       Services"                means advertising,  marketing and media services
                                (other  than  promotional  and  "below-the-line"
                                services)  provided by  advertising  agencies to
                                clients  and  such  other   additional   related
                                services  as may be agreed by BWI in  writing to
                                constitute BWI Advertising Services from time to
                                time.


       "Promotional Services"   means  promotional  and other  "below  the line"
                                services   (excluding   advertising   and  media
                                services)  provided by  advertising  agencies to
                                clients and such other additional


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                                related  services  as  may be  agreed  by BWI in
                                writing to constitute  Promotional Services from
                                time to time.


         "Design Services"      means  graphic  design,   interiors,   internet,
                                packaging,   branding,   product  naming,  trend
                                analysis,   architecture,   live  design   event
                                planning  and   corporate   reporting   services
                                provided by  companies to clients and such other
                                additional  related services as may be agreed by
                                Cordiant   in  writing  to   constitute   Design
                                Services from time to time.



         the "Territory"        means:

                                (a)     in respect of the Fitch Name, Australia,
                                        New  Zealand,  Malaysia,  Singapore  and
                                        Hong Kong; and

                                (b)     in respect of all other Names, Australia
                                        and New Zealand.

         the "Bates Name"       means   the  name   Bates   and  all  the  other
                                associated  trademarks,   service  marks,  trade
                                names and logos  set out on  Schedule  I, in the
                                forms and lettering  styles initially as set out
                                in  Schedule II and as the same may be varied or
                                amended  from time to time by notice in  writing
                                by BWI.


         the "141 Name"         means the name 141 and all the other  associated
                                trademarks, service marks, trade names and logos
                                set  out  on  Schedule  III,  in the  forms  and
                                lettering   styles   initially  as  set  out  in
                                Schedule  IV and as the  same may be  varied  or
                                amended  from time to time by notice in  writing
                                by BWI.



         the "Fitch Name"       means   the  name   Fitch   and  all  the  other
                                associated  trademarks,   service  marks,  trade
                                names and logos  set out on  Schedule  V, in the
                                forms and lettering  styles initially as set out
                                in  Schedule VI and as the same may be varied or
                                amended  from time to time by notice in  writing
                                by Cordiant.



         the "Healthworld
         Name"                  means  the names  Healthworld  and all the other
                                associated  trademarks,   service  marks,  trade
                                names and logos set out on Schedule  VII, in the
                                forms and lettering  styles initially as set out
                                in  Schedule  VIII and as the same may be varied
                                or  amended  from  time  to time  by  notice  in
                                writing by Healthworld.

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         the "Network"          shall  mean  any of  the  networks  of  agencies
                                referred to  individually as the Bates Worldwide
                                Network,  the 141 Worldwide  Network,  the Fitch
                                Worldwide Network or the Healthworld Network (as
                                applicable),  and a "Network  Member" shall mean
                                an agency  which is a member  of the  applicable
                                Network,  and  references to "the Network" shall
                                include  each and every member of a Network from
                                time to time.


         "d/b/a"                a trade name used by a company, as distinct from
                                an official corporate name.


2.   LICENSE GRANTED



2.1  (a)       BWI  hereby  grants  to the  Bates  Agency  for the  term of this
               Agreement in the Territory an exclusive non-assignable license to
               use the Bates Name, in connection with BWI  Advertising  Services
               provided by the Bates  Agency,  and to use the name Bates as part
               of its trading name and to use the name Bates,  without any other
               word,  letter,  number or symbol, as its official corporate name,
               but always in  conjunction  with the Bates  Agency's name, and to
               indicate that the Bates Agency is a member of the Bates Worldwide
               Network;  and the Bates Agency  undertakes  to use the Bates Name
               only in such manner and in  accordance  with the Bates  Network's
               corporate and style guidelines.

               Bates Agency  understands  that this licence confers no ownership
               rights,  and it agrees not to contest at any time the validity or
               ownership of, and rights to, the Bates Name by BWI.  Bates Agency
               understands  and  agrees  that  every use of the Bates Name shall
               inure only to the benefit of BWI. The Bates Agency agrees that it
               will not trade  under a name other than the Bates  Name,  without
               the  prior  written  consent  of  BWI,  such  consent  not  to be
               unreasonably  withheld.  The Bates  Agency  agrees to act in good
               faith and to co-operate  with BWI to maintain and  strengthen the
               reputation of the Bates Name and logo in the Territory and agrees
               that the Agency  will  support and use the Bates Name and logo in
               the Territory in compliance with the terms of this agreement.


     (b)       Subject to clause  2.8,  BWI hereby  grants to the 141 Agency for
               the  term  of  this  Agreement  in  the  Territory  an  exclusive
               non-assignable  license to use the 141 Name, in  connection  with
               Promotional  Services provided by the 141 Agency,  and to use the
               name 141 as part of its  trading  name  and to use the name  141,
               without any other word, letter, number or symbol, as its official
               corporate  name, but always in conjunction  with the 141 Agency's
               name,  and to indicate that the 141 Agency is a member of the 141
               Worldwide  Network;  and the 141 Agency

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               undertakes  to use the 141  Name  only  in  such  manner,  and in
               accordance with 141 Network's corporate and style guidelines.

               141 Agency  understands  that this  licence  confers no ownership
               rights,  and it agrees not to contest at any time the validity or
               ownership  of, and  rights  to,  the 141 Name by BWI.  141 Agency
               understands and agrees that every use of the 141 Name shall inure
               only to the  benefit of BWI.  The 141 Agency  agrees that it will
               not trade under a name other than the 141 Name, without the prior
               written  consent  of BWI,  such  consent  not to be  unreasonably
               withheld.


     (c)       Subject to clause 2.9, Cordiant hereby grants to the Fitch Agency
               for the term of this Agreement in the Territory a  non-assignable
               license to use the Fitch Name, in connection with Design Services
               provided by the Fitch  Agency,  and to use the name Fitch as part
               of its trading name and to use the name Fitch,  without any other
               word,  letter,  number or symbol, as its official corporate name,
               but always in  conjunction  with the Fitch  Agency's name, and to
               indicate that the Fitch Agency is a member of the Fitch Worldwide
               Network;  and the Fitch Agency  undertakes  to use the Fitch Name
               only in such manner and in  accordance  with the Fitch  Network's
               corporate and style guidelines.

               Fitch Agency  understands  that this licence confers no ownership
               rights,  and it agrees not to contest at any time the validity or
               ownership  of, and rights to, the Fitch Name by  Cordiant.  Fitch
               Agency  understands  and agrees  that every use of the Fitch Name
               shall inure only to the  benefit of  Cordiant.  The Fitch  Agency
               agrees  that it will not trade  under a name other than the Fitch
               Name, without the prior written consent of Cordiant, such consent
               not to be unreasonably withheld.


     (d)       Healthworld  hereby grants to the Healthworld Agency for the term
               of this  Agreement in the  Territory an exclusive  non-assignable
               license  to  use  the  Name,  in  connection   with   Healthworld
               Advertising  Services provided by the Healthworld  Agency, and to
               use the name  Healthworld  as part of its trading name and to use
               the name Healthworld,  without any other word, letter,  number or
               symbol, as its official corporate name, but always in conjunction
               with the  Healthworld  Agency's  name,  and to indicate  that the
               Healthworld  Agency is a member of the Healthworld  Network;  and
               the Healthworld  Agency  undertakes to use the  Healthworld  Name
               only  in such  manner  and in  accordance  with  the  Healthworld
               Network's corporate and style guidelines .

               Healthworld  Agency  understands  that this  licence  confers  no
               ownership  rights,  and it agrees  not to contest at any time the
               validity or ownership of, and rights to, the Healthworld  Name by
               Healthworld. Healthworld Agency understands and agrees that every
               use of the  Healthworld  Name shall  inure only to the benefit of
               Healthworld. The Healthworld Agency agrees that it will not trade
               under a name other than the Healthworld  Name,  without the prior
               written   consent  of   Healthworld,   such  consent  not  to  be
               unreasonably withheld.

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2.2  In addition to the rights  granted  under Clause 2.1,  each of the Agencies
     shall  during the term of this  Agreement  be  entitled  to and must in all
     stationery  (including  but not limited to all notepaper,  business  cards,
     letterhead,  memorandum  forms and other  types of  stationery  used by the
     Agency) state that the Agency is a member of the Bates  Worldwide  Network,
     the 141 Worldwide  Network,  the Fitch Worldwide Network or the Healthworld
     Network  (as  applicable)  such  statement  to be in  accordance  with  any
     applicable Network's corporate and style guidelines.  An Agency will not be
     required to comply with the obligation in the first sentence of this clause
     2.2 in  respect  of the  stationery  held by the Agency at the date of this
     Agreement,  if such stationery does not comply with the requirements of the
     first  sentence  of this  clause at that date.  However,  when such  Agency
     orders any new stationery it must ensure that such new stationery  complies
     with the requirements of this clause 2.2. Each of the Agencies will also be
     responsible for determining  whether any other company  identifications may
     be legally  necessary on such  stationery  in the  Territory  where it does
     business.


2.3  If so requested by the  Licensors,  each of the Agencies  will enter into a
     registered  user or other  license  agreement in relation to the use of the
     Name  licensed  to such  Agency,  in such form as may be  requested  by the
     corresponding  Licensor (including  appropriate quality control provisions)
     and shall do all such things as may be reasonably  requested to arrange for
     such agreement to be registered at the appropriate  Trade Mark Registry and
     shall upon the  termination  of this Agreement do all such things as may be
     necessary  to arrange  for  cancellation  of any such  registrations.  Each
     Agency shall be responsible  for the payment of all costs  associated  with
     the foregoing


2.4  Each of the  Agencies  shall be  entitled  to use the Name  licensed  to it
     hereunder  (subject  to the  provisions  of  this  Agreement)  in  its  own
     advertising  and   promotional   materials  only  in  accordance  with  the
     applicable  Network's corporate and style guidelines (as in place from time
     to  time),  but  subject  always  to  the  prior  written  approval  of the
     corresponding  Licensor or such person as may be nominated by such Licensor
     for such  purposes from time to time. A copy of the style  guidelines,  for
     each  Licensor,  in place as at the date of this  agreement  is attached as
     Annexure A. Moreover,  as part of the grant of this licence to use the Name
     licensed to it  hereunder,  each Agency agrees to conduct its services in a
     manner  to comply  with the high  standards  of  quality  rendered  by like
     companies  in the  Territory,  and  in  particular,  to  follow  the  basic
     practices of its respective  Network as outlined in such Network's  Working
     Practices  Manual  (as in place  from  time to  time).  Each  Agency  shall
     undertake all reasonable steps to ensure that such particulars are followed
     and kept confidential by its employees.


2.5  The Licensors warrant that they own their respective Names in the Territory
     free from encumbrances and have all rights required to licence the Names to
     the Agencies in  accordance  with this  Agreement.  The  Licensors  further
     warrant  that the  licensing  of the Names  under this  Agreement  does not
     infringe the rights of any third party.

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2.6  The Agencies acknowledge the Licensors' exclusive ownership of the Names in
     the Territory.


2.7  Each  Agency  will,  at all times  during this  agreement,  permit any duly
     authorised  representative of the Licensor to enter the Agency's  premises,
     upon reasonable  notice, for the purpose of assessing the services provided
     by the Agency in connection with the Names.


2.8  The Agencies  acknowledge  and agree that Campaign  Palace may use the name
     Cordiant in the Territory.


2.9  (a)  The  licence  granted  to the Fitch  Agency  to use the Fitch  Name in
          Australia and New Zealand is an exclusive licence. The licence granted
          to the Fitch Agency to use the Fitch Name in Malaysia,  Singapore  and
          Hong Kong is a non-exclusive licence.

     (b)  The Fitch  Agency  acknowledges  and agrees that  Cordiant may licence
          other  parties to use the Fitch Name in  Malaysia,  Singapore  or Hong
          Kong, or any where else in Asia.


     (c)  The parties  agree that the Fitch  Agency will only trade in Malaysia,
          Singapore  and Hong Kong  through  the  provision  of  services to the
          Relevant Entity under the relevant Service Agreement. Fitch Agency may
          not trade or carry on business in any way in such countries other than
          through the  provision  of services to the  Relevant  Entity under the
          Service Agreement.

          For the purpose of this Agreement, Relevant Entity means in respect of
          Singapore,  Malaysia and Hong Kong, the entity  nominated by Cordiant.
          The parties agree that on the date of this agreement,  they will enter
          into service agreements,  on the terms of the draft agreement attached
          as annexure B, provided  that annexure B is the draft  agreement to be
          entered  into in  respect  of Hong Kong and that  agreements  on terms
          substantially  similar  to  that  agreement  will be  entered  into in
          respect of Malaysia and Singapore.  In addition, the parties will , in
          good  faith,  endeavour  to agree a base rate card for  Services to be
          provided following the execution of each of the Service Agreements.


    (d)   The Fitch Agency  acknowledges and agrees that,  following the date of
          this agreement,  the Relevant  Entities will only service the Existing
          Clients of such entity and such other  clients as are  referred to the
          entity by BWI.


2.10 An Agency may not use a Name or hold itself out as being  connected  in any
     way with the Licensor of a Name, other than as expressly  permitted in this
     agreement.

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3.   LICENSE FEES AND ROYALTIES


3.1  In  consideration  of the  rights and  benefits  granted to the each of the
     Agencies hereunder, each Agency shall pay to its corresponding Licensor: an
     annual  fee  equal to $10  dollars  per year,  which  shall be paid to such
     Licensor  annually,  no later than forty-five  days after each  anniversary
     date of this Agreement.


3.2  Payments  on account of the fees set forth in Clause 3.1 above (plus GST if
     applicable) shall be made as set forth above.


4.   CLIENT RELATIONS


4.1.1     Subject to clause 4.9,: if an Existing Client of:

          (i)  BWI is, at the date of this agreement,  serviced in the Territory
               by an Agency, BWI will, during the term of this agreement, to the
               extent reasonably within its power refer all of such clients work
               in respect of BWI  Advertising  Services  under the Bates Name or
               Promotional  Services under the 141 Name in the Territory to such
               Agency.  This  obligation  will not apply to BWI if the  Existing
               Client  directs  BWI not to engage  such Agency in respect of the
               client's work in the  Territory,  in which  circumstance  BWI may
               refer such clients work to any other party in the Territory.

          (ii) Cordiant  is  serviced in the  Territory  by an Agency,  Cordiant
               will, during the term of this agreement, to the extent reasonably
               within its power refer all of such clients work in the  Territory
               to such Agency. This obligation will not apply to Cordiant if the
               Existing  Client  directs  Cordiant  not to engage such Agency in
               respect  of  the  clients  work  in  the   Territory,   in  which
               circumstance  Cordiant  may refer such  clients work to any other
               party in the Territory.

          (iii)Healthworld   is  serviced  in  the   Territory   by  an  Agency,
               Healthworld will, during the term of the agreement, to the extent
               reasonably  within its power  refer all of such  clients  work in
               Territory  to such  Agency.  This  obligation  will not  apply to
               Healthworld  if the Existing  Client directs  Healthworld  not to
               engage  such  Agency  in  respect  of the  client's  work  in the
               Territory,  in which  circumstance  Healthworld  may  refer  such
               clients work to any other party in the Territory.


          For the purpose of this agreement  "Existing Client" means, in respect
          of a party, a client who is retained and serviced by that party at the
          date of this agreement.


4.1.2    Notwithstanding the foregoing,

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          (a)  Bates  Worldwide  Network  Members  may from  time to time  refer
               clients  to  the  Bates  Agency  in  respect  of  their  clients'
               requirements  for  BWI  Advertising  Services  in the  Territory;
               provided  that they first  obtain the consent of such clients and
               the  Bates  Agency,  and the Bates  Agency  may from time to time
               refer  clients to the Bates  Worldwide  Network in respect of its
               clients'  requirement for BWI Advertising Services in territories
               (other than the Territory);  provided that the Bates Agency first
               obtains  the consent of such  clients  and the Network  Member to
               whom the referral is being made;



          (b)  141 Worldwide Network Members may from time to time refer clients
               to the 141 Agency in respect of their clients'  requirements  for
               Promotional  Services in the Territory;  provided that they first
               obtain the consent of such  clients  and the 141 Agency,  and the
               141 Agency  may from time to time  refer such  clients to the 141
               Worldwide  Network  in respect of its  clients'  requirement  for
               Promotional  Services in territories  (other than the Territory);
               provided  that the 141 Agency  first  obtains the consent of such
               clients  and the  Network  Member to whom the  referral  is being
               made;



          (c)  Fitch  Worldwide  Network  Members  may from  time to time  refer
               clients  to  the  Fitch  Agency  in  respect  of  their  clients'
               requirements for Design Services in the Territory;  provided that
               they first  obtain  the  consent  of such  clients  and the Fitch
               Agency,  and the Fitch  Agency  may from time to time  refer such
               clients to the Fitch Worldwide Network in respect of its clients'
               requirement  for Design  Services in territories  (other than the
               Territory);  provided  that the Fitch  Agency  first  obtains the
               consent  of such  clients  and the  Network  Member  to whom  the
               referral  is being made.  For the purpose of this  clause 4.1(c),
               Territory means Australia and New Zealand.; and


          (d)  Healthworld  Network  Members may from time to time refer clients
               to  the   Healthworld   Agency  in  respect  of  their   clients'
               requirements   for  Healthworld   Advertising   Services  in  the
               Territory;  provided  that they first  obtain the consent of such
               clients and the Healthworld  Agency,  and the Healthworld  Agency
               may from  time to time  refer  such  clients  to the  Healthworld
               Network in respect of its clients'  requirement  for  Healthworld
               Advertising  Services in territories  (other than the Territory);
               provided that the Healthworld Agency first obtains the consent of
               such clients and the Network Member to whom the referral is being
               made.


4.2  Each party will  cooperate  and, as far as is reasonably  possible,  comply
     with directions from the party for whose clients it is performing services,
     including but not limited to campaign themes,  advertising,  promotional or
     design materials and quality of service.


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4.3  The  Agencies  will not enter into (and will cause any  Related  Company of
     each  Agency  not to enter  into)  during  the term of this  Agreement  any
     similar arrangements to those contemplated by this Agreement with any other
     network or competing organization.


4.4  If a Licensor  is  instructed  by a client  that  there is a conflict  or a
     Licensor  reasonably forms the view that a conflict exists between a client
     of an Agency  and any  account of the  Licensor  or its  Related  Companies
     (other than Campaign  Palace),  the managing  director of the Licensor will
     meet with the managing director of the Agency (and the managing director of
     The  Communications  Group  Holdings Pty Ltd and such parties will use best
     endeavours to agree a course of action which will remove such conflict. The
     parties will act in good faith to ensure such conflict is removed.


4.5  Each  Agency  (or its  holding  company)  shall  take out (and  each of the
     Licensors  shall be entitled to satisfy itself that its licensee Agency has
     taken out) adequate and appropriate professional indemnity insurance cover.
     Such corresponding Licensor shall, unless Licensor declines, be named as an
     additional insured on such professional liability insurance with respect to
     matters  arising  in  connection  with  the  licences  granted  under  this
     Agreement and the Licensor shall bear any additional  cost  associated with
     it being named as an additional insured.


4.6  Subject to clause 4.9,  if a client of BWI requires Advertising Services or
     Promotional  Services in the Territory,  BWI will,  during the term of this
     Agreement, to the extent reasonably within its power refer all such clients
     work in the Territory to the Agency.  This obligation will not apply to BWI
     if the  client  directs  BWI not to engage  the  Agency in  respect  of the
     clients work in the Territory,  in which  circumstances  BWI may refer such
     clients work to any other party in the Territory. BWI agrees to act in good
     faith in its discussions with clients  regarding their  requirements in the
     Territory.

4.7  Subject to clause 4.9 if a client of Cordiant  requires  Design Services in
     the Territory,  Cordiant will,  during the term of this  Agreement,  to the
     extent  reasonably  within  its power  refer all such  clients  work in the
     Territory to the Agency.  This obligation will not apply to Cordiant if the
     client directs  Cordiant not to engage the Agency in respect of the clients
     work in the  Territory,  in which  circumstances  Cordiant  may refer  such
     clients work to any other party in the Territory. Cordiant agrees to act in
     good faith in its discussions with clients regarding their  requirements in
     the  Territory.  For  the  purpose  of  this  clause 4.7,  Territory  means
     Australia and New Zealand.


4.8  If a client of Healthworld requires Healthworld Advertising Services in the
     Territory,  Healthworld  will,  during the term of this  Agreement,  to the
     extent  reasonably  within  its power  refer all such  clients  work in the
     Territory to the Agency.  This  obligation will not apply to Healthworld if
     the client directs  Healthworld  not to engage the Agency in respect of the
     clients work in the Territory, in which circumstances Healthworld may refer
     such clients work to any other party in the Territory.  Healthworld  agrees
     to act in good  faith  in its  discussions  with  clients  regarding  their
     requirements in the Territory.


                                       11

<PAGE>


4.9  The  obligations on the Licensors  under this clause 4 to refer client work
     to an Agency do not apply if Cordiant  Communications  (Australia)  Pty Ltd
     (or a Related Party of Cordiant Communications  (Australia) Pty Ltd) ceases
     to hold at least 15% of the shares in The Communications Group Holdings Pty
     Ltd. In addition,  the  obligations on the Licensors under this clause 4 to
     refer  client  work to an Agency do not apply,  in respect of a  particular
     Network,  if the  licence  of the Name  that  relates  to that  Network  is
     terminated.


5.   MUTUAL PROVISION OF ASSISTANCE


5.1  It is acknowledged by BWI,  Cordiant and  Healthworld,  as applicable,  and
     each of the Agencies that one of the purposes of this Agreement is that the
     applicable  Network will, subject to availability and subject to the Agency
     paying all costs and expenses  incurred by the applicable  Network and BWI,
     Cordiant  or  Healthworld,  as  applicable,  provide  the  Agency  with the
     assistance  detailed in Clause 5.2 if and to the extent so requested by the
     Agency and insofar as the applicable  Network is free so to do. Each of the
     Agencies will, if and to the extent so requested by the applicable  Network
     or  BWI,  Cordiant  or  Healthworld,  as  applicable,   provide  equivalent
     assistance on equivalent terms.


5.2  With respect to the Agency joining its Network, and to whom it is licensing
     a Name hereunder,  each of BWI, Cordiant, and Healthworld undertakes to use
     its  reasonable  endeavors  to procure  that  (subject as set out in Clause
     5.1):


     (a)  Its  Network  supplies  the  Agency  with  such  marketing,  media and
          research  information  relating to the Network as is  appropriate  and
          relevant to the Agency and provides  such other  specific  information
          and  assistance as may reasonably be requested by the Agency from time
          to time.


     (b)  Its Network on a  reasonable  basis  provides or arranges for training
          for such  personnel of the Agency as may be  designated by the Agency.
          The  Agency  will  be  responsible   for  all  necessary   immigration
          procedures  including  visas,  and  will  provide  for the  traveling,
          lodging,  board and out-of-pocket expenses for such personnel for such
          training sessions.  Responsibility for salary will be dependent on the
          nature  and  duration  of the  training  period  and will be agreed in
          advance.


     (c)  Its Network  (subject to availability  including prior  commitments of
          its pertinent  personnel) provides  appropriate  personnel as and when
          reasonably requested by the Agency for working visits to the Agency on
          specific projects, including financial planning,  management subjects,
          and new  business  presentations.  In  connection  with  such  working
          visits,  the Agency will be  responsible  for  meeting the  traveling,
          lodging,  board and appropriate  out-of-pocket expenses incurred by or
          for the  visitor.  Responsibility  for salary will be dependent on the
          nature and

                                       12

<PAGE>

          duration  of the  project  and will be  agreed in  advance.  Visits by
          principals of the Network's executive  management for general purposes
          other than specific projects shall be at the Network's own expense.


5.3  The cost of fulfilling any request for  assistance or information  shall be
     mutually  agreed and  established  in  advance  with the  relevant  Network
     Member, but shall in all cases exclude a profit mark-up.


5.4  (a)  Each of the Agencies agrees that  appropriate  representatives  of the
          Agency will attend and actively  participate  in  management  meetings
          held by the applicable  Network which the Agency is joining hereunder,
          where the global head of the  relevant  Agency or a  worldwide  client
          director  for  the  relevant   Agency   requests  the   attendance  of
          representatives  of the Agency at such meetings.  The Agency will bear
          the expenses of such representatives attending management meetings.


     (b)  With  respect to the Fitch  Worldwide  Network,  such  meetings  shall
          include  but not be  limited  to  Fitch's  bi-annual  CEO  conference,
          creative  workshops  and  training  courses on sales and  presentation
          skills,  as may be provided  by  Cordiant or the Network  from time to
          time.  The Fitch Agency further agrees that at the request of Cordiant
          or another  Network  Member,  it will (i)  participate in new business
          efforts or pitches and (ii)  generate  content for the Fitch  website,
          and that the Agency will bear the expenses of the foregoing.


6.   LIMITATIONS ON THE AGENCY AND INDEMNITY


6.1  Notwithstanding anything contained in this Agreement,  none of the Agencies
     are  authorized to act as, and to hold  themselves  out in any way as being
     the agent of the Licensors or any Related  Companies of the  Licensors,  or
     any other Network Member and shall not purport to bind the Licensors or any
     of the same to any obligation of whatsoever nature.


6.2  Each of the  Licensors and the Agencies  shall at all times be  independent
     contractors for the purposes of this Agreement, and not agents,  employees,
     co-venturers  or partners  with  respect to the  transactions  contemplated
     hereunder.  Each party assumes full  responsibility  for the actions of its
     personnel while performing  services pursuant to this Agreement,  and shall
     be solely responsible for their supervision,  daily direction,  control and
     for the  payment of all their  compensation  and other  employment  related
     payments  (including without limitation  withholding of any income or other
     taxes,  workers'  compensation  insurance  premiums and claims,  disability
     benefit premiums and claims,  and pension,  superannuation,  retirement and
     health and welfare plan payments, liabilities and claims if applicable).

                                       13

<PAGE>


6.3  Each of the Agencies  shall at all times conduct its business in accordance
     with all applicable laws. Each of the Agencies agrees to maintain as high a
     standard of excellence  and of quality of the Name licensed to it hereunder
     as such Name  currently  enjoys,  and  shall not do or omit to do  anything
     tending to bring the Name or reputation of BWI, Cordiant or Healthworld, as
     applicable,  or their  Related  Companies  or the  applicable  Network into
     disrepute.



6.4  (a)  The Bates  Agency will  indemnify  BWI and its Related  Companies  and
          other Bates  Worldwide  Network Members against any and all losses and
          damages suffered as a result of;

          (1)  any breach by the Agency of the terms of this  Agreement  (and in
               particular Clauses 6.1 through 6.3 above); and

          (2)  any claim of whatsoever  nature brought against BWI or any of its
               Related  Companies by any third party as a result of or connected
               with  (i)  the  use by the  Bates  Agency  of the  Bates  Name or
               anything  confusingly  similar to it or (ii) any BWI  Advertising
               Services  provided by Bates Agency to any party including but not
               limited to BWI or its Related  Companies or other Bates Worldwide
               Network Members or any client of BWI or its Related  Companies or
               other Bates Worldwide Network Members pursuant to this Agreement.



     (b)  The 141 Agency will indemnify BWI and its Related  Companies and other
          141 Network Members against any and all losses and damages suffered as
          a result of:

          (1)  any breach by the Agency of the terms of this  Agreement  (and in
               particular Clauses 6.1 through 6.3 above); and

          (2)  any claim of whatsoever  nature brought against BWI or any of its
               Related  Companies by any third party as a result of or connected
               with (i) the use by the 141  Agency  of the 141 Name or  anything
               confusingly  similar  to  it or  (ii)  any  Promotional  Services
               provided by 141 Agency to any party  including but not limited to
               BWI or its  Related  Companies  or other  141  Worldwide  Network
               Members or any client of BWI or its  Related  Companies  or other
               141 Worldwide Network Members pursuant to this Agreement.



     (c)  The Fitch Agency will indemnify Cordiant and its Related Companies and
          other Fitch  Worldwide  Network Members against any and all losses and
          damages suffered as a result of:

          (1)  any breach by the Agency of the terms of this  Agreement  (and in
               particular Clauses 6.1 through 6.3 above); and

          (2)  any claim of whatsoever nature brought against Cordiant or any of
               its  Related  Companies  by any  third  party as a  result  of or
               connected  with (i) the use by the Fitch Agency of the Fitch Name
               or anything confusingly

                                       14


               similar  to it or (ii)  any  Design  Services  provided  by Fitch
               Agency to any party  including but not limited to Cordiant or its
               Related Companies or other Fitch Worldwide Network Members or any
               client  of  Cordiant  or its  Related  Companies  or other  Fitch
               Worldwide Network Members pursuant to this Agreement.


     (d)  The  Healthworld  Agency will  indemnify  Healthworld  and its Related
          Companies and other  Healthworld  Network  Members against any and all
          losses and damages suffered as a result of:

          (1)  any breach by the Agency of the terms of this  Agreement  (and in
               particular Clauses 6.1 through 6.3 above); and

          (2)  any claim of whatsoever nature brought against Healthworld or any
               of its  Related  Companies  by any third  party as a result of or
               connected  with  (i) the  use by the  Healthworld  Agency  of the
               Healthworld  Name or anything  confusingly  similar to it or (ii)
               any  Healthworld  Advertising  Services  provided by  Healthworld
               Agency to any party  including but not limited to  Healthworld or
               its Related Companies or other Healthworld Network Members or any
               client  of  Healthworld   or  its  Related   Companies  or  other
               Healthworld Network Members pursuant to this Agreement.


6.5  (a)  In the event that any third party brings suit against the Bates Agency
          or BWI alleging that use of the Bates Name by either party constitutes
          infringement  of any mark or name  belonging  to the third  party,  or
          otherwise  seeks to prevent use or registration of the Bates Name, BWI
          shall  have  the  right,  at its own  cost to  control  any  resulting
          litigation,  select counsel and determine the terms of any settlement.
          The Bates Agency agrees to notify BWI of any such claim of which it is
          aware,  as soon as reasonably  possible after it becomes aware of such
          claim and in any event not more than 3 business  days  after  becoming
          aware of such claim and to cooperate fully with BWI and its counsel in
          the conduct of such litigation.


     (b)  In the event that any third party  brings suit  against the 141 Agency
          or BWI alleging  that use of the 141 Name by either party  constitutes
          infringement  of any mark or name  belonging  to the third  party,  or
          otherwise  seeks to prevent use or  registration  of the 141 Name, BWI
          shall  have  the  right,  at its own  cost to  control  any  resulting
          litigation,  select counsel and determine the terms of any settlement.
          The 141  Agency  agrees to notify BWI of any such claim of which it is
          aware,  as soon as reasonably  possible after it becomes aware of such
          claim and in any event not more than 3 business  days  after  becoming
          aware of such claim,  and to cooperate  fully with BWI and its counsel
          in the conduct of such litigation.


     (c)  In the event that any third party brings suit against the Fitch Agency
          or  Cordiant  alleging  that use of the  Fitch  Name by  either  party
          constitutes  infringement  of any mark or name  belonging to the third
          party,  or otherwise seeks to prevent use or

                                       15

<PAGE>


          registration of the Fitch Name,  Cordiant shall have the right, at its
          own cost to control  any  resulting  litigation,  select  counsel  and
          determine  the terms of any  settlement.  The Fitch  Agency  agrees to
          notify  Cordiant  of any such  claim of which it is aware,  as soon as
          reasonably  possible  after it becomes  aware of such claim and in any
          event not more  than 3  business  days  after  becoming  aware of such
          claim,  and to  cooperate  fully with  Cordiant and its counsel in the
          conduct of such litigation.


     (d)  In the event that any third party brings suit against the  Healthworld
          Agency or  Healthworld  alleging that use of the  Healthworld  Name by
          either party constitutes infringement of any mark or name belonging to
          the third party,  or otherwise seeks to prevent use or registration of
          the  Healthworld  Name,  Healthworld  shall have the right, at its own
          cost to control any resulting litigation, select counsel and determine
          the terms of any settlement.  The Healthworld  Agency agrees to notify
          Healthworld  of any  such  claim  of  which  it is  aware,  as soon as
          reasonably  possible  after it becomes  aware of such claim and in any
          event not more than 3 business days after becoming aware of such claim
          and to cooperate fully with Healthworld and its counsel in the conduct
          of such litigation.


7.   TERM, TERMINATION AND NON-SOLICITATION


7.1  Subject to the remaining provisions of this clause 7,  this Agreement shall
     commence on the date hereof and shall continue in force for an initial term
     of 5 years  (Initial Term).  The Agencies may, by notice in writing to BWI,
     elect to renew  their  licences  for a further  term of  5 years by serving
     12 months'  notice on BWI prior to the expiry of the  Initial  Term.  If an
     Agency serves such notice then the licence  will,  subject to the remaining
     provisions of this clause 7,  continue for a further period of 5 years from
     the expiry of the Initial  Term. A notice served to extend the licence of a
     Name will be  ineffective  if the  licence in respect of that name has been
     terminated in accordance with the terms of this deed or if either before or
     after the notice to extend the licence  has been  served,  the  Licensor in
     respect of that Name is entitled to terminate the licence for that Name and
     such party elects to do so.

7.2  The Licensors may terminate  this agreement in the event of a Trade Sale or
     a sale of 50% or more of the  Share  Capital  in The  Communications  Group
     Holdings Pty Ltd to an International  Agency or to an entity  controlled by
     an International Agency. If the Licensors terminate this agreement pursuant
     to this  clause 7.5(b),  the  Agencies  will  take  all such  action  as is
     reasonably  required  to  cease  using  the  intellectual  property  rights
     licensed under this  agreement as soon as  practicable  after the date such
     termination  notice is  served  and in any  event  the  Agencies  must have
     complied fully with the  obligations in clause 7.6 by the date which is six
     months after the date of service of such termination notice. The term Trade
     Sale and the term Share Capital have the meaning given to such terms in the
     Shareholders  Agreement  between  Cordiant  Communications  Group plc,  PEP
     Investment  Pty Ltd and others dated the same date as this  agreement.  The
     term

                                       16

<PAGE>

     International Agency means a marketing and communications agency that has a
     presence in, at least, Europe and North America.

7.3  Cordiant may terminate the rights and  obligation in this  Agreement so far
     as they  relate to the  licence of the Fitch Name and  referral  of clients
     under clause 4.1.2 granted in respect of:

     (1)  Malaysia, if the Malaysian Service Agreement is terminated

     (2)  Singapore, if the Singapore Service Agreement is terminated; and

     (3)  Hong Kong, if the Hong Kong Service Agreement is terminated.

     The Malaysian Service Agreement,  Singapore Service Agreement and Hong Kong
     Service Agreement are attached to this agreement as annexure B. If Cordiant
     terminates rights and obligation  relating to the licence of the Fitch Name
     in respect of a particular country, in accordance with this clause 7.3, the
     Territory in respect of the Fitch Name will not include that country.


7.4  Subject to clause 7.5, this  Agreement may be terminated at any time by any
     of the Agencies or the  Licensors  (the  Agencies and the  Licensors,  each
     group  hereafter  collectively  referred  to as a "party")  forthwith  upon
     written notice to the other parties if any of the other parties:


     (a)  commits a series of breaches which taken  together would  constitute a
          material breach of its  obligations  hereunder or commits any material
          breach of any of its  obligations  hereunder  and fails to remedy such
          breach  within  thirty  (30) days  from  receipt  of  notice  from the
          notifying party requiring it to do so;


     (b)  commits an act of bankruptcy  which is not remedied within thirty (30)
          days or is the  subject of a  voluntary  or  involuntary  petition  in
          bankruptcy which is not dismissed within thirty (30) days;


     (c)  has a resolution for winding-up passed in relation to it other than in
          the course of an  amalgamation or  reconstruction,  the terms of which
          shall have been  approved by the other party (such  approval not to be
          unreasonably withheld);


     (c)  has a  petition  for  winding-up  presented  in  relation  to it which
          petition is not dismissed within ten (10) days of its presentation;


     (d)  has a receiver or an administrative  receiver appointed over the whole
          or any part of its undertaking or assets;

                                       17

<PAGE>


     (e)  applies to the court,  or if any other  person so entitled  applies to
          the court,  for the appointment of an administrator in relation to it,
          which  application  (in the  case of an  application  made by  another
          person) is not dismissed within ten (10) days of its making;


     (f)  ceases  to or  threatens  to  cease  to  carry  on its  business  or a
          substantial  part  thereof  except  in  the  event  of an  intra-group
          transfer of its business and its  obligations  under this Agreement to
          which BWI has previously given its written consent;


     (g)  has any execution or distress levied against it or has an encumbrancer
          take possession of the whole or any substantial  part of its property,
          assets or business;


     (h)  is the subject of any equivalent procedures referred to in sub-Clauses
          (b) through (h) above in any jurisdiction  whether in the Territory or
          elsewhere.

7.5       If the  defaulting  party under  clause 7.4 is an Agency,  such Agency
          will  immediately  cease to have any  rights  granted to it under this
          Agreement and the relevant Licensor will no longer have to comply with
          its  obligations  under this Agreement in respect of such Agency.  For
          the  avoidance  of doubt  this does not affect the rights of any other
          Agency of this  Agreement  however,  if one of the Bates  Agencies (ie
          either George Patterson Pty Ltd or The  Communications  Group Limited)
          is a defaulting  party under clause 7.4 then both Bates  Agencies will
          be deemed to be defaulting parties for the purpose of this clause 7.4.
          If one of the 141 Agencies is a defaulting party under this clause 7.4
          then all 141 Agencies will be deemed to be defaulting  parties for the
          purpose of this clause 7.4.

7.5(a)    This  Agreement  may be terminated at any time by the Licensors if (i)
          The Communications Group Holdings Pty Ltd commits a series of breaches
          (whether  remedied or not) which taken  together  would  constitute  a
          material breach of its obligations under the  Shareholders'  Agreement
          entered  into on the date  hereof  between  The  Communications  Group
          Holdings Pty Ltd,  Cordiant  Communications  Group plc,  those persons
          listed in  Schedule 7 thereof,  Bain  Pacific  Associates,  LLC,  BCIP
          Associates II, BCIP  Associates  II-B,  Pacific Equity Partners Fund I
          Pty Limited,  Pacific Equity Partners (NZ) Limited,  PEP Co-Investment
          Pty Limited and PEP  Investment  Pty Limited,  or commits any material
          breach of any of its  obligations  thereunder  and (if such  breach is
          capable of remedy) fails to remedy such breach within thirty (30) days
          from receipt of notice from the notifying party requiring it to do so,
          or (ii) the  Shareholders'  Agreement  is  terminated  for any  reason
          (other than  termination of such agreement on the occurrence of a sale
          of all of the Share  Capital,  a Trade  Sale or a  Listing,  the terms
          "Share  Capital",  "Trade Sale" and "Listing" having the meaning given
          to such terms in the Shareholders Agreement).


7.6       Upon termination of this Agreement for whatever reason (including, for
          the avoidance of doubt,  default on the part of any of the Licensors),
          the Agencies or in the case of termination pursuant to clause 7.4, the
          relevant  Agency shall forthwith cease to use and shall not thereafter
          use the Name in any form  whatsoever or any name  confusingly  similar

                                       18

<PAGE>

          thereto and accordingly (but without  limitation) each of the Agencies
          will  forthwith  ensure that no portion of the Name is used as part of
          its trading or corporate name (if  appropriate) or in any other manner
          and shall amend any signage at any of its premises  and shall  destroy
          all  notepaper  and other  business  stationery  and  materials  which
          includes  the Name or any  portion  thereof  and shall  inform all its
          clients and  regular  suppliers  of the change of its name.  Following
          termination no Agency will represent that it has any  relationship  or
          association with a Licensor or the Network.


7.7       If so requested by its corresponding  Licensor,  each Agency will hand
          over to such  Licensor,  or such person as it may nominate,  or inform
          such Licensor, as applicable, or its nominee of the whereabouts of all
          advertising, promotional or design materials, as applicable, belonging
          to clients of Network Members introduced by the Network to the Agency.


7.8       Each of the Agencies  acknowledges  that it shall acquire no ownership
          interest  and  no  interest  in any  goodwill  attaching  to any  Name
          licensed hereunder,  and shall not be entitled to compensation for any
          loss  it may  suffer  as a  result  of  ceasing  to use  such  Name on
          termination of this Agreement  howsoever arising (except,  in relation
          to  compensation  for any loss it may suffer as a result of ceasing to
          use such Name on  termination,  arising from breach on the part of the
          Licensors).


7.9       Termination of this Agreement  (howsoever arising  including,  for the
          avoidance of doubt,  arising from breach on the part of the Licensors)
          shall not affect the  validity or  enforceability  of any of the terms
          (including but not limited to Clause 8.4) of this  Agreement  intended
          to have continuing effect.


7.10      Subject to clause 7.11, Cordiant UK will not, and it will procure that
          no Related  Company  of  Cordiant  UK does,  for a period of two years
          after the expiry of the term of a licence for a Name (such  period the
          Restraint  Period)  (other  than where the  licence in respect of that
          Name terminates pursuant to clause 7.4):

          (a)  attempt in any manner to persuade  any client of a Group  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 Agency that  licensed  that Name  provided  that  clause 7.10
               shall not prevent  Cordiant UK (or a Related  Company of Cordiant
               UK) from pitching for work from any party  (including a client of
               a Group Company) where such party has invited  pitches to be made
               for its work  and any such  pitch  by  Cordiant  UK or a  Related
               Company of  Cordiant  UK will not be  considered  to breach  this
               clause 7.10  and provided  further that the  restriction  in this
               clause 7.10 will not apply in relation to  international  clients
               referred by a Licensor  to the Agency  prior to the expiry of the
               licence; or

          (b)  induce or attempt to induce any  employee  of a Group  Company to
               terminate his employment with such company.

                                       19

<PAGE>

7.11 Nothing in clause  7.10(a)  prevents  Cordiant UK from taking any action in
     relation  to The  Campaign  Palace or  prevents  The  Campaign  Palace from
     competing with an Agency  provided that the  restrictions in clause 7.10(a)
     will however apply to The Campaign  Palace if, in the Restraint  Period The
     Campaign  Palace wishes to trade under the Bates Name or the 141 Name.  For
     the  avoidance of doubt,  the  restraint in clause  7.10(b)  applies to The
     Campaign Palace. The term The Campaign Palace has the meaning given to that
     term in the Shareholders Agreement.



8.   MISCELLANEOUS


8.1  This Agreement contains the entire agreement and understanding  between the
     parties  with  respect to its  subject  matter,  and  supersedes  all prior
     agreements  and  understandings  between the parties  regarding the subject
     matter hereof.


8.2  No  announcement  or circular in connection with the subject matter of this
     Agreement  shall be made or issued by or on behalf of any party without the
     prior written approval of the other parties save where such announcement or
     circular is required by law,  any stock  exchange or  regulatory  body,  in
     which  case  the  parties  will  consult  with  each  other  prior  to such
     announcement being made.


8.3  The rights,  benefits and  obligations  of any of the  Agencies  under this
     Agreement  shall  not  be  assigned,   transferred,   mortgaged,   pledged,
     encumbered, sublicensed, subcontracted, made subject to option or otherwise
     disposed of without the prior written consent of the Licensors.


8.4  All data or information relating:


     8.4.1     (a)  to the contents of this Agreement or  negotiations  relating
                    to matters envisaged by this Agreement; or


               (b)  to the  business,  affairs  or clients of each party to this
                    Agreement or of any Network Member,


               and coming to the  attention  of a party to this  Agreement  (the
               "Receiving  Party")  other than the party in whose  possession or
               control the information first was (the "Supplying Party") through
               implementation  of this Agreement or any contract entered into or
               Promotional Services,  Design Services,  Healthworld  Advertising
               Services or BWI Advertising  Services  provided  pursuant hereto,
               shall  be  treated  by the  other  parties  as  confidential  and
               (subject to Clause 8.6) shall not be

                                       20

               disclosed  during  the  term  of  this  Agreement  or  after  its
               termination for whatsoever reason  (including,  for the avoidance
               of doubt, as a result of a breach on the part of BWI, Cordiant or
               Healthworld) to persons or entities not a party to this Agreement
               without the prior written consent of the Supplying Party.


8.4.2          On the  termination  of  this  Agreement  for  whatsoever  reason
               (including,  for the avoidance of doubt,  as a result of a breach
               on the part of BWI,  Cordiant or Healthworld) the Receiving Party
               shall  forthwith  return to the Supplying Party all such data and
               information  referred to in Clause 8.4.1 in whatever form and all
               copies thereof.


8.5  The parties  hereto  shall take all  reasonable  steps to ensure that their
     Related  Companies,   employees  and  representatives  shall  maintain  the
     confidentiality of the matters referred to in Clause 8.4.1.


8.6  Nothing in this Clause 8 shall preclude:


     (a)  disclosure  of  any  information  requested  by  any  governmental  or
          regulatory authority entitled to disclosure of the same (provided that
          the party  called  upon to so  disclose  such  information  shall,  if
          reasonably  possible,  notify  the  Supplying  Party  of the  required
          disclosure  as long as  possible  prior to the  time of such  required
          disclosure);

     (b)  disclosure of any information to a Related Company (provided that such
          Related  Company is a member of the Network) of the Receiving Party or
          any of its employees or representatives; or



     (c)  disclosure to a third party of information which has been published or
          is otherwise lawfully in the public domain.



8.7  Any notice to be given  concerning this Agreement shall be given in writing
     and either: (i) sent by reputable  overnight courier service;  (ii) sent by
     facsimile; or (iii) hand delivered to the recipient personally. 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 sent by  facsimile,  the date of the
     giving of the notice shall be deemed to be the date of actual  receipt.  In
     the case of notice being hand  delivered,  a written dated receipt shall be
     given therefor.  Notice by mail, courier service or facsimile shall be sent
     as follows:


          If to Bates Agency:      George Patterson Pty Limited

                                       21


                                   Address:      As set out at the front of this
                                                 document
                                   Attention     Ian Smith
                                   Facsimile:    (02) 9778 7585

          If to 141 Agency:        X/M Pty Limited

                                   Address:      As set out at the front of this
                                                 document
                                   Attention     Ian Smith
                                   Facsimile:    (02) 9778 7585

          If to Healthworld
          Agency:                  Healthworld Communications Group Pty Ltd

                                   Address:      As set out at the front of this
                                                 document
                                   Attention     Ian Smith
                                   Facsimile:    (02) 9778 7585


          If to Fitch Agency:      Underline:Fitch Pty Limited

                                   Address:      As set out at the front of this
                                                 document
                                   Attention     Ian Smith
                                   Facsimile:    (02) 9778 7585

          If to BWI:               Bates Worldwide, Inc,

                                   Address:      498 Seventh Avenue
                                                 New York, New York 10018
                                   Attention:    Chief Financial Officer
                                   Facsimile:    212-297-8888

                                   with a copy to: General Counsel
                                   Facsimile:      212-297-7440


          If to Cordiant:          Cordiant Communications Group plc

                                   Address:      121-141 Westbourne Terrace
                                                 London W2 6JR
                                   Attention:    Paul Stead

                                   with a copy to:  General Counsel
                                   Facsimile:       212-297-7440


          If to Healthworld:       Healthworld Corporation


                                       22

<PAGE>

                                   Address        100 Avenue of the Americas
                                                  New York, New York 10013
                                   Attention:     Chief Financial Officer

                                   with a copy to: General Counsel
                                   Facsimile:     212-297-7440




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


8.8  No  failure  or  delay by any  party  in  exercising  any  right,  power or
     privilege  under this agreement shall operate as a waiver thereof nor shall
     any  single or partial  exercise  thereof  preclude  any  further  exercise
     thereof or the  exercise  of any right,  power or  privilege  hereunder  or
     otherwise.


8.9  Should  any  provision  of  this   Agreement  be  held  to  be  invalid  or
     unenforceable,  then  such  provision  shall,  so far as it is  invalid  or
     unenforceable, be given no effect and shall be deemed not to be included in
     this Agreement but without  invalidating any of the remaining provisions of
     this  Agreement.  The parties  shall then use all  reasonable  endeavors to
     replace the invalid or  unenforceable  provision by a valid  provision  the
     effect  of which is the  closest  possible  to the  intended  effect of the
     invalid or unenforceable provision.


9.   MODIFICATION


9.1  No modification of this Agreement shall be effective unless and until it is
     in writing and signed by (or by some person duly authorised by) each of the
     Agencies and each of the Licensors.


10.  GOVERNING LAW AND JURISDICTION


10.1 This  Agreement  shall be governed by and construed in accordance  with the
     substantive  law of New South  Wales,  excluding  only its conflict of laws
     provisions.



10.2 Each  of the  parties  hereby  irrevocably  submits  to  the  non-exclusive
     jurisdiction of the courts located within New South Wales, Australia,  with
     respect to any dispute that may arise in connection with this Agreement.


                                       23

<PAGE>



IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first above written.


                                       24



BATES WORLDWIDE, INC.                   George Patterson Pty Limited



By: /s/ [Authorized Signature]          By: /s/ [Authorized Signature]
   ---------------------------             ---------------------------


Name:                                   Name:


Title:                                  Title

HEALTHWORLD COMMUNICATIONS, INC.        The Communications Group Limited



By: /s/ [Authorized Signature]          By: /s/ [Authorized Signature]
   ---------------------------             ---------------------------



Name:                                   Name:


Title:                                  Title:


                                       25

<PAGE>




Cordiant Communications Group plc       X/M Pty Limited


By: /s/ [Authorized Signature]          By: /s/ [Authorized Signature]
   ---------------------------             ---------------------------

Name:                                   Name:


Title:                                  Title:



                                        Big Island International Pty Limited


                                        By: /s/ [Authorized Signature]
                                           ---------------------------

                                        Name:


                                        Title:





                                        Healthworld Communications Group
                                        Pty Limited



                                        By: /s/ [Authorized Signature]
                                           ---------------------------

                                        Name:


                                        Title:



                                        Patts 141 Pty Limited


                                        By: /s/ [Authorized Signature]
                                           ---------------------------

                                        Name:


                                        Title:


                                       26

<PAGE>

                                        Underline:Fitch Pty Limited


                                        By: /s/ [Authorized Signature]
                                           ---------------------------

                                        Name:


                                        Title:



                                       27