Exhibit 4.16

                            SHARE PURCHASE AGREEMENT

between

1.   Baumwall  "7"   Einhundertachtundachtzigste   Verwaltungsgesellschaft   mbH
     registered in Hamburg under Number HRB 85989

                                                 - hereinafter the "Purchaser"-,

and

2.   Electra  European Fund (LP),  Alexander  House,  PO Box 431, 13-15 Victoria
     Road,  St.  Peter Port,  Guernsey,  registered  in the  register of limited
     partnerships of the Island of Guernsey under Number 140

                                                     - hereinafter the "Funds"-,

and

3.   Bates Deutschland Holding GmbH, Hanauer Landstrasse 287, 60314 Frankfurt am
     Main, registered in the commercial register of the local court of Frankfurt
     am Main under HR B 8508

                                                    - hereinafter the "Seller"-,

and

4.   Cordiant  Communications  Group  plc,  (Registered  No.  1320869)  a public
     limited  liability company with its registered office at 1-5 Midford Place,
     London W1T 5BH, England

                                                   -    hereinafter "Cordiant"-,

                                      - collectively hereinafter the "Parties"-,



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                                       -2-


                                  Definitions

In this document the following terms shall have the following meanings:

     "Additional Purchase Price" shall mean the amount of EUR 1,461,191;

     "Agreement" means this Share Purchase Agreement  including all exhibits and
     schedules;

     "Business  Day" means any day other than (i) Saturday or Sunday or (ii) any
     other day on which banking  institutions  are authorized or required by law
     to remain closed in Berlin or in London;

     "Circular"  means the Circular to shareholders  of Cordiant  referred to in
     para. 5 of Section 2;

     "Closing Date" means the date when the Initial Purchase Price has been paid
     in full;

     "Company"  means SCHOLZ & FRIENDS AG, Berlin,  a German Stock  Corporation,
     registered   in  the   commercial   register   of  the   local   court   of
     Berlin-Charlottenburg under HR B 74085;

     "Company  Financial  Statements" means the annual financial  statements for
     the Company prepared in accordance with German law and accounting standards
     (HGB) as audited and opined on by KPMG;

     "Company Shares" means all shares of the capital of SCHOLZ & FRIENDS AG;

     "Consolidated Financial Statements" means the consolidated annual financial
     statements   for  the  Company   and  its   subsidiaries   prepared   under
     International Accounting Standards as audited and opined on by KPMG;

     "Cordiant's  Knowledge"  means the knowledge of Mr. David Hearn. Mr. Andrew
     Boland and Mr. Michael Bungey;

     "Cordiant Group" means Cordiant and its subsidiaries other than the Group;

     "EBITA"  means the  consolidated  earnings  before  interest,  taxation and
     amortisation  of  the  Group  as  shown  in  the   Consolidated   Financial
     Statements, prepared under



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                                       -3-

     International  Accounting  Standards,  and  adjusted  to reflect UK GAAP as
     stated under Cordiant's UK accounting policies,  calculated on a consistent
     basis with the  accounting  policies and  practices  used in preparing  the
     equivalent  2002  comparatives as set out and explained in schedule 4.4, as
     adjusted  to  exclude  any  one-off  charges or income  provided  that such
     one-off charges or income are not individually less than EUR100,000;

     "Effective Date" means the date defined in Section 2 para. 9;

     "Electra  Europe" means Electra  Europe GmbH & Co. KG, An der Hauptwache 5,
     60313 Frankfurt am Main, registered in the commercial register of the local
     district court at Frankfurt am Main under HR A 29983;

     "EURO Loan Facility" means the loan facility  granted by Cordiant  Holdings
     GmbH to Scholz & Friends Group GmbH  pursuant to an agreement  dated 1 June
     2001, as amended,  a copy of which is attached to this Agreement as Exhibit
     C the  balance  of which at 31 May 2003 is EUR  2,878,617.28  plus  accrued
     interest  for April and May 2003  totalling  EUR  21,949.00,  with  further
     interest  accruing  at the rate of 3 months  EURIBOR  plus two  percent per
     annum, payable quarterly;

     "GBP Term Loan Agreement"  means the loan to be granted by Bates UK Limited
     to  Scholz &  Friends  London  Limited  on the  Closing  Date,  in the form
     attached to this Agreement as Exhibit D, replacing the current intercompany
     Overdraft Facility Agreement dated 9 April 2003;

     "Group" means the Company and its direct and indirect subsidiaries;

     "Group  Structure Chart" means the structure chart of the Group attached to
     this Agreement at Exhibit A;

     "Initial  Purchase  Price" means the amount set out in Section 4 para. 1 of
     this Agreement;

     "KPMG"  means  KPMG  Deutsche   Treuhand-Gessellschaft   Aktiengesellschaft
     Wirtschaftsprufungsgesellschaft, Ludwig-Erhard Strasse 11, 20459 Hamburg;

     "KPMG  Certificate"  means the certificate to be delivered by KPMG pursuant
     to Section 4 para. 4 of this Agreement;

     "Lender Approval" has the meaning defined in Section 2 para. 5;



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                                     -4-

     "LIBOR"  means  three  months  London  Interbank  Offered  Rate  of Euro as
     determined by the British Bankers Association.

     "Management  Protocol"  means the  Management  Protocol  the agreed from of
     which dated 23 April 2003 is attached hereto as Exhibit B;

     "Management  Team"  means  Thomas  Heilman,   Sebastian  Turner,  Christian
     Tiedemann  and those  senior  managers of the Group who, by virtue of their
     position, are [illegible] hereunder.

     "Party" means either the Purchaser, the Funds, Cordiant or the Seller;

     "Parties" means  collectively  the Purchaser,  the Funds,  Cordiant and the
     Seller.

     "Public Duties" means  collectively  all obligations  with regard to taxes,
     social  security  contributions  ("Sozialversicherungsbeitrage")  and other
     public  levies   (Abschopfungen"),   charges  ("Gebuhren"),   contributions
     (Beitrage"),  other  duties  ("Sonstige  Abgaben"),  membership  dues (e.g.
     payments to the Pension Security  Association  ("Pensionssicherungsverin"),
     tax  deductions  at  source  (Steuerabzugsbertrage),  supplementary  claims
     (Nebenforderungen),   surcharges  (Zuschlage),   duties  (Zolle),  interest
     (Zinsen) on taxes due for  payment,  and fines and  additions  (Geldbussen,
     Strafen and Zuschlage) and similar obligations;

     "Repayment  Date" shall mean the date  defined in Section 5 para. 1 of this
     Agreement;

     "Revenues"  means  the  consolidated  revenues  of the  Group  shown in the
     Consolidated Financial Statements,  prepared under International Accounting
     Standards,  and adjusted to reflect UK GAAP as stated under  Cordiant's  UK
     accounting  policies,  calculated on a consistent basis with the accounting
     policies and practices used in preparing the equivalent  2002  comparatives
     as set out and explained in schedule 4.4;

     "Shareholder Approval" has the meaning defined in Section 2 para. 5

     "Shareholder  Loans" means collectively the GBP Term Loan Agreement and the
     EURO Loan Facility;

     "Shares" means  16,589,000  non-par value bearer shares of SCHOLZ & FRIENDS
     AG ;



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                                      -5-

     "Signing Date" means the date when all parties have signed this Agreement;

     "UK Listing Rules" means the listing rules made by the UK Listing Authority
     pursuant to Part VI of the  Financial  Services and Markets Act 2000 of the
     United Kingdom as amended from time to time.



                                    Section 1
                            Subject of the Agreement

1.   The  Seller is a  shareholder  of the  Company.  The share  capital  of the
     Company  amounts to nominal EUR 21, 460,000 and is divided into  21,460,000
     non-par value bearer shares (nennwertlose Inhaber-Stuckaktien). The Company
     Shares are listed at the General  Standard as part of  Geregelter  Markt of
     Frankfurter Wertpapierborse (WKN 697280/ISIN DE0006972805).

2.   The Seller  holds  16,589,000  shares in the Company  deposited at ABN Amro
     Bank Deutschland AG (depository  number  8040118/700),  which shall be sold
     and  transferred  to the Purchaser  subject to the terms and  conditions of
     this Agreement.



                                   Section 2
                          Sale and Transfer of Shares

1.   The  Seller  hereby  sells and  transfers  (ubereignet)  the  Shares to the
     Purchaser.  The Purchaser  accepts the sale and the transfer of the Shares.
     Such sale and transfer  shall  encompass any and all rights  resulting from
     the Shares, especially any profit participation rights (Gewinnbezugsrechte)
     for the  current  business  year.  On the  Signing  Date the  Seller  shall
     transfer  the  Shares  to  a  blocked  deposit  (Sperrdepot)  at  Hamburger
     Landesbank  to be held there until the  Closing  Date and to be released to
     the Purchaser thereupon.

2.   Subject to para. 6 of this Section,  in order to effect the transfer of the
     Shares,    the   Seller   herewith    assigns   its   claims   for   return
     (Herausgabeanspruche)  of the Shares  against (i)  Clearstream  Banking AG,
     Frankfurt as general securities  depository  (Girosammelverwahrstelle)  and
     (ii) ABN Amro Bank  Deutschland AG as depository bank  (Depotbank),  to the
     Purchaser,  including  but not  limited to claims for return  according  to
     Sections 7 and 8 of the German Depositary Act (Depotgesetz).



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                                      -6-

3.   The Purchaser has arranged a deposit of securities  (Wertpapierdepot)  at a
     financial  institution  (Kreditinstitut),  which  itself  has a deposit  of
     securities  at  Clearstream  Banking  AG. The  Seller  shall  instruct  its
     depository  bank by means  of a  separate  declaration  (i) to  notify  the
     transfer of the Shares to  Clearstream  Banking AG and (ii) to transfer the
     Shares on the date the Initial  Purchase  Price is paid  (Closing  Date) by
     means of a securities transfer (Verfahren des  Wertpapierubertrages) to the
     deposit of securities of the  Purchaser's  depository  bank at  Clearstream
     Banking AG.

4.   The sale and transfer (including the obligations under Sections 5 and 11 of
     this  Agreement)  shall be subject to [illegible]  conditions a), b) or c);
     (ii) the first to occur of the following conditions d), e) or f); and (iii)
     the first to occur of the following conditions h), i), or j):

     a)   Expiry of a period of one month after the  Purchaser  has notified the
          acquisition  of  the  Shares  to  the  German  Federal  Cartel  Office
          (Bundeskartellamf)  as a merger  pursuant  to Section 39 of the German
          Act against Restraints of Competition  unless,  prior to the expiry of
          such period,  the German Federal Cartel Office prohibits the merger or
          notifies that it has initiated an evaluation of the merger.

     b)   Written  confirmation  given by the German  Federal Cartel Office that
          the acquisition of the Shares by the Purchaser shall not qualify for a
          prohibition  according to Section 36 para. 1 of the German Act against
          Restraints of Competition.

     c)   Expiry of a period of four months after the Purchaser has notified the
          acquisition  of the Shares with the German  Federal Cartel Office as a
          merger, unless the German Federal Cartel Office prohibits the merger.

     d)   Expiry of a period of four seeks  after  both,  the  Austrian  Federal
          Competition  Agency and the Austrian  Federal  Cartel  Attorney,  have
          received  the  notification  of the  acquisition  of shares  under the
          Austrian Cartel Act.

     e)   Written   confirmation   from  the  Austrian  Cartel  Court  that  the
          acquisition  of shares by the Purchaser is not deemed a  concentration
          in the sense of  Section  41 of the  Austrian  Cartel  Act or  written
          confirmation  that the  transaction  does not qualify for  prohibition
          under the Austrian  Cartel Act or that the merger does not qualify for
          prohibition  under the Austrian Cartel subject to terms and conditions
          which are  satisfactory to the Purchaser  acting  reasonably  provided
          that the  Purchaser  shall be obliged to accept any term or  condition
          which is not material.



<PAGE>

                                      - 7 -

     f)   Expiry of a period of five  months  after the  Austrian  Cartel  Court
          received the notification of the acquisition of the Shares, unless the
          Austrian Cartel Court prohibits the transaction within that period.

     h)   Expiry  of a period  of one  month  after  the date on which the Irish
          Competition   Authority  receives  a  complete   notification  of  the
          acquisition of the Shares  unless,  prior to the expiry of such period
          the Irish  Competition  Authority  prohibits the  transaction or sends
          notice to the parties that a full  investigation is necessary in order
          to [illegible] competition.

     i)   Written  Confirmation  from the Irish  Competition  Authority that the
          acquisition  of  Shares  by  the  Purchaser  does  not  qualify  for a
          prohibition under the Irish Competition Act of 2002.

     j)   Expiry  of a period of four  months  after the date on which the Irish
          Competition   Authority  receives  a  complete   notification  of  the
          acquisition of the Shares,  unless prior to the expiry of such period,
          the Irish Competition Authority prohibits the envisaged transaction.

     The Purchaser is entitled to waive the  conditions  specified in paragraphs
     h), i) and j) above.

     Upon signing of this Agreement,  the Seller and the Purchaser shall jointly
     prepare  the  notification  letters  regarding  the sale of the  Shares and
     undertake  all  reasonable  efforts  necessary  or useful to obtain  merger
     clearance,  and shall in particular submit all required  information to the
     relevant authorities. The Purchaser may withdraw from this Agreement within
     a period of one month from  prohibition by the relevant  authorities of the
     acquisition  of the Shares by the  Purchaser or upon  clearance  subject to
     conditions and/or obligations that are unacceptable to the Purchaser acting
     as a  reasonable  purchaser  in the  context  of  all  of  the  Purchaser's
     circumstances.

5.   The sale and transfer  (including the obligations under Section 5 and 11 of
     this  Agreement)  shall  also be subject to the  condition  precedent  that
     Cordiant's  shareholders  in general  meeting shall,  if required by the UK
     listing  authority,  have  passed  a  resolution  to  approve  the sale and
     transfer (the  "Shareholder  Approval").  Cordiant shall use its reasonable
     endeavours  (subject  always to the fiduciary  duties of its  directors) to
     procure the satisfaction of this condition no later than 15 July 2003.



<PAGE>

                                      -8-

     The  Purchaser  shall  promptly  provide to Cordiant such  information  and
     cooperation  as may be  reasonably  requested  by  Cordiant  to  prepare  a
     circular  to its  shareholders  for the  purposes  of  convening  a general
     meeting to obtain  the  Shareholder  Approval.  Cordiant  shall  afford the
     Purchaser and its professional  advisers a reasonable  opportunity prior to
     publication  of the Circular to review and comment on those portions of the
     draft Circular  which relate to the Purchaser,  the terms of this Agreement
     and the matters  contemplated by this Agreement and shall endeavour in good
     faith  to  accommodate  any  reasonable  comments  made  in  a  [illegible]
     obligations  of  Cordiant  under  the UK  Listing  Rules,  the City Code on
     Takeovers and Mergers and all applicable laws and  regulations,  and to the
     fiduciary duties of the Cordiant directors.

     The sale and transfer  (including the obligations under Section 5 and 11 of
     this  Agreement)  shall  also be subject to the  condition  precedent  that
     Cordiant  confirms  in  writing  to the  Purchaser  that its  lenders  have
     approved  the sale and  transfer  of the  Shares  and that no member of the
     Group has any liability for the  indebtedness of any member of the Cordiant
     Group  (the  "Lender  Approval")  and in the  case  of any  such  liability
     referred to on Schedule 13.5,  evidence to the reasonable  satisfaction  of
     the Purchaser that such liability has been  released,  it being  understood
     that Cordiant shall use its best efforts  (subject  always to the fiduciary
     duties of its directors) to procure the satisfaction of this condition.

6.   The sale and transfer  (including the obligations under Section 5 and 11 of
     this  Agreement)  shall  also  be  subject  to  the  following   conditions
     precedent:

     a)   The Seller and Cordiant  shall have fully  performed and complied with
          all  covenants  and other  obligations  required  to be  performed  or
          complied by them pursuant to this  Agreement on or by Closing Date and
          which are material in the context of the sale and transfer hereunder;

     b)   Cordiant  shall  have  received  evidence  reasonably   acceptable  to
          Cordiant that (i) Mr. Christian Tiedemann has waived all of his rights
          under the Option  Agreement dated 20 December 2001 with the Seller and
          (ii) Mr. Peter  Schoning has waived all of his rights under the Option
          Agreement dated 20 December 2001 with the Seller upon the terms of the
          agreements attached as Schedule 2;

     c)   Bates UK  Limited  and  Scholz & Friends  London  Limited  shall  have
          executed the GBP Term Loan Agreement and those companies and Scholz



<PAGE>


                                      -9-

          & Friends  Group GmbH having  agreed in the same document to terminate
          the Intercompany  overdraft  facility dated 9 April 2003 and confirmed
          that no amounts remain payable under such facility.

7.   If the  conditions  specified  in  paragraphs  5 and 6 above  have not been
     satisfied by 15 July 2003,  or in the case of the  conditions  specified in
     para. 6 a) and c),  satisfied or waived by the  Purchaser,  this  Agreement
     (except for para.  10 of this  Section and  Sections 9, 10 and 12) shall be
     null and void and of no further  effect and the  Parties  shall be released
     and discharged  from their  respective  obligations  under this  Agreement.
     Cordiant shall notify the Purchaser in writing of the  satisfaction  of the
     conditions  specified in  paragraphs 5 and 6 lit. b) above.  The  Purchaser
     shall be entitled to waive the condition  contained in paragraphs 6 lit. a)
     above and  shall  also be  entitled  to waive the  condition  contained  in
     paragraph 6 lit. c) if the companies referred to therein do not execute the
     Term Loan Agreement by 15 July 2003.

8.   The transfer of the Shares shall  furthermore  be subject to the  condition
     precedent that the Initial Purchase Price has been fully paid.

9.   The Effective  Date shall be the day on which all  conditions in para. 4, 5
     and 6 have been fulfilled or waived where permitted.

10.  If any required  Shareholder Approval or Lender Approval is not obtained by
     Cordiant on or before 15 July 2003, or this  Agreement is not completed due
     to the breach of  Cordiant  or the Seller of their  respective  obligations
     under  this  Agreement,  Cordiant  shall  pay to the Funds (or as the Funds
     shall direct) a break-up fee of EUR 750,000 plus VAT, if applicable, within
     ten Business Days of written demand from the Funds.



                                   Section 3
           Duties of the parties between Signing Date and Closing Date

1.   Between the Signing  Date and the Closing Date the Seller shall not consent
     to any amendment of the articles of association of the Company,  especially
     any capital  increase,  unless  agreed by the Purchaser in writing prior to
     such amendment.

2.   Furthermore, between the Signing Date and the Closing Date the Seller shall
     not  consent to any change in the  composition  of the  Supervisory  Board,
     unless agreed by the Purchaser in writing prior to such consent.

3.   The Seller,  insofar as it is able in its capacity as a shareholder  of the
     Company,



<PAGE>


                                      -10-

     shall  insure that each member of the Group shall not,  between the Signing
     Date and the Closing Date:

     (i)    declare, pay or make a dividend or distribution; or

     (ii)   pass a shareholder's resolution

     without the prior written consent of the Purchaser.



                                   Section 4
                                 Purchase Price

1.   The Initial  Purchase Price shall be EUR 22,404,934 (in words:  Euro twenty
     two million four hundred and four thousand nine hundred and thirty-four).

2.   The Initial  Purchase  Price shall be due and payable  five  Business  Days
     after the Effective Date,  provided that Cordiant has delivered the written
     notification  referred  to in Section 2 para.  7. If payment of the Initial
     Purchase  Price  has not been  made  within  ten  Business  Days  after the
     Effective Date (the "Payment  Period"),  Cordiant and the Seller shall have
     the right (i) to claim compensation by way of damages from the Purchaser or
     (ii) to rescind this Agreement,  provided that Cordiant shall have informed
     the  Purchaser in writing of its intention to rescind the Agreement in case
     of  non-payment of the Initial  Purchase  Price during the Payment  Period.
     Moreover,  the  Seller  shall  have the  right to  claim  default  interest
     according to Sec. 288 of the German Civil code (Burgerliches Gesetzbuch).

3.   The  Purchaser  shall  instruct  its  depository  bank to place the Initial
     Purchase Price when due at Clearstream Banking AG's disposal for purpose of
     money clearing (Geldverrechnungsverkehr).

4.   The Purchaser shall pay the Additional  Purchase Price to the Seller within
     five Business Days from receipt by the Purchaser of a certificate issued by
     KPMG (hereinafter: the "KPMG Certificate") confirming that:

     a)   the  Revenues  for the  business  year  2003 as  calculated  using the
          calculation  schedule  attached in schedule  4.4 was at least EUR 70.0
          million; and



<PAGE>


                                      -11-

     b)   the  EBITA  for  the  business  year  2003  as  calculated  using  the
          calculation  schedule  attached in  schedule  4.4 was at least EUR 6.5
          million.

          The  Additional  Purchase  Price shall  carry  Interest at the rate of
          LIBOR plus one percent per annum from the Closing  Date until the date
          the  Additional  Purchase  Price is paid to the Seller.  Such Interest
          shall be due and payable together with the Additional Purchase Price.

          If the annual general  meeting takes place after the Closing Date, the
          Purchaser  shall  [illegible]  Seller  shall  procure)  that  KPMG  is
          mandated  by the  annual  general  meeting  (Hauptversammlung)  of the
          Company to audit the Consolidated  Financial Statements of the Company
          for the  business  year 2003.  The  Purchaser  shall  procure that all
          information  required for the preparation of such financial statements
          is  delivered to KPMG in due time so as to enable KPMG to finalise the
          preparation of the  Consolidated  Financial  Statements of the Company
          for the business  year 2003 no later than 31 March 2004.  In addition,
          the Purchaser shall procure that all additional  information  required
          by KPMG  for  preparing  the KPMG  Certificate  is  delivered  to KPMG
          without  undue delay.  Cordiant will pay the  reasonable  costs agreed
          with KPMG in preparing the KPMG certificate.



                                   Section 5
                                Shareholder Loans

1.   In the event the Shareholder Loans are not repaid in full by the respective
     borrowers on the Repayment Date the Funds shall procure that the balance of
     the  Shareholder  Loans  as of the  Repayment  Date  shall  be  paid to the
     respective  lenders up to a maximum  amount of EUR  9,000,000  within  five
     Business Days from the Repayment  Date in the  respective  two  currencies,
     notwithstanding  any  insolvency,   overindebtedness  (Uberschuldung),   or
     liquidation  of the  Company  or any of  its  subsidiaries,  plus  interest
     accrued until the date of such  payment.  The term  "Repayment  Date" shall
     mean the earlier of

     a)   the date on which  the  Purchaser  has  acquired  100% of the  Company
          Shares or gained  access to the cash flow of the  Company by way of an
          agreement  in the meaning of Section 291 para.  1 of the German  Stock
          Corporation  Act or an  integration  of the  Company in the meaning of
          Section 319 para. 1 of the German Stock Corporation Act; or



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                                      -12-

     b)   31 December 2003.

     The Purchaser  will use its best efforts to gain access to the cash flow of
     the Company at the earliest reasonable opportunity after the Closing Date.

2.   Subject to para. 1 of this Section,  the terms of the loan  agreements  for
     the GBP  Term  Loan  Agreement  and the Euro  Loan  Facility  shall  remain
     unaffected hereby.

3.   Upon repayment of the Shareholder  Loans plus accrued interest  pursuant to
     para. 1 of this  Section,  Cordiant  will  [illegible]  obligations  of any
     member of the Group pursuant to such loan agreements are satisfied in full.



                                   Section 6
                   Representations and Warranties of Cordiant

1.   As of the Signing Date  Cordiant  represents  and warrants to the Purchaser
     the following:

     a)   Each member of the Group has been duly  established  under  applicable
          law and is validly  existing  and,  to the extent the  concept  exists
          under the relevant jurisdiction, is in good standing under the laws of
          its foundation  (Grundung).  The Group  Structure Chart is correct and
          includes all members of the Group.

     b)   The statements rendered in Section 1 of this Agreement are correct.

     c)   Each of the Company and its subsidiaries  has  unrestricted  legal and
          beneficial  title to all of the  shareholdings  detailed  on the Group
          Structure  Chart as owned by it.  The  Shares,  and all  shares in any
          member of the Group held directly or  indirectly  by the Company,  are
          fully paid in, no capital  contribution on any of them has been repaid
          either  directly  or  indirectly,  and they are free and  clear of any
          liens,  encumbrances  or other rights of third  parties.  There are no
          pre-emptive rights,  rights of first refusal,  options (other than the
          options  referred to in Section 2 para.  6 lit,  b) of this  Agreement
          held by Mr.  Christian  Tiedemann  and  Mr.  Peter  Schoning),  voting
          arrangements  or other  rights of third  parties to acquire any of the
          shares in any member of the Group  which are  directly  or  indirectly
          sold under this  Agreement,  in each case excluding  statutory  rights
          under



<PAGE>


                                      -13-

          applicable law.

     d)   The Shares are the unrestricted  property of the Seller, free from any
          third party right or claim.  No third parties are entitled to exercise
          option rights or rights of first refusal.

     e)   Cordiant  may freely  dispose of the  Shares  and  therefore  does not
          require any approval by any third party,  except as set out in Section
          2 para.  5 of this  Agreement,  nor does such  disposal  constitute  a
          violation of any third party right or any other rules.

     f)   No insolvency  proceedings  have been  instituted by resolution of the
          competent  court  pursuant to Sec.  27 para.  1 InsO in respect of the
          Company, Scholz & Friends Group GmbH, Scholz & Friends Hamburg GmbH or
          Scholz & Friends Berlin GmbH, nor to the best of Cordiant's knowledge,
          in respect of any other member of the Group.

     g)   No  liquidation  proceedings  pursuant  to Sec.  262  para.  1 AktG in
          respect of the Company,  nor to the best of Cordiant's  knowledge,  in
          respect of any other member of the Group, have been initiated.

     h)   To the best of  Cordiant's  knowledge,  there are no facts  that might
          lead to the  termination  of material  contracts  or  departure of key
          personnel of any member of the Group.

     i)   To the  best of  Cordiant's  Knowledge,  since  31  December  2002 the
          operations  of the Company  have been  conducted  within the  ordinary
          course of business.

     j)   All members of the Group have  punctually  fulfilled all Public Duties
          due for payment and paid all Public  Duties that have become liable to
          pay. If not yet due,  provisions for such Public Duties have been made
          in the books of the members of the Group,  sufficient  for the payment
          of  all  unpaid  Public  Duties  payable  by a  member  of  the  Group
          attributable to all periods ending on or before the Effective Date.

     k)   The Company Financial  Statements for the business year 2002 have been
          prepared  according  to the laws and  regulations  and pursuant to the
          generally accepted accounting  principles in Germany,  considering the
          continuity principle in Germany. The Consolidated Financial Statements
          for the business year 2002 have been prepared in accordance with



<PAGE>


                                      -14-

          International   Accounting  Standards.   The  Consolidated   Financial
          Statements for the business year 2002 give a fair and true view of the
          assets,  the financial and profit situation  (Vermogens-,  Finanz- und
          Ertragslage)  of the  Company and its  subsidiaries  as of 31 December
          2002.

2.   As of the Closing Date,  Cordiant  represents and warrants to the Purchaser
     the following:

     a)   The  Company has been duly  established  under  applicable  law and is
          [illegible] (Grundung).

     b)   The  statements  rendered in Section 1 of this  Agreement  are correct
          subject to any increase in share capital due to the issue of shares in
          the capital of the Company as a result of the acquisition of deep blue
          Networks AG or the  acquisition of Couch  Potatoes  Fernsehproduktions
          GmbH & Co. KG.

     c)   The Shares are fully paid in, no capital  contribution  on any of them
          has been repaid either  directly or indirectly,  and they are free and
          clear of any liens,  encumbrances  or other  rights of third  parties.
          There are no  pre-emptive  rights,  rights of first  refusal,  options
          (other  than the options  referred to in Section 2 para.  6 lit. b) of
          this  Agreement  held  by  Mr.  Christian   Tiedemann  and  Mr.  Peter
          Schoning),  voting  arrangements  or other rights of third  parties to
          acquire  any of the  Shares in each case  excluding  statutory  rights
          under applicable law.

     d)   The Shares are the unrestricted  property of the Seller, free from any
          third party right or claim.  No third parties are entitled to exercise
          option rights or rights of first refusal.

     e)   Cordiant  may freely  dispose of the  Shares  and  therefore  does not
          require any approval by any third party,  except as set out in Section
          2 para.  5 of this  Agreement,  nor does such  disposal  constitute  a
          violation of any third party right or any other rules.

     f)   No insolvency  proceedings  have been  instituted by resolution of the
          competent  court  pursuant to Sec.  27 para.  1 InsO in respect of the
          Company. No insolvency  proceedings have been instituted by resolution
          of the competent  court pursuant to Sec. 27 para. 1 InsO in respect of
          Scholz & Friends Group GmbH, Scholz & Friends Hamburg GmbH or Scholz &
          Friends  Berlin  GmbH,  nor to the  best of  Cordiant's  knowledge  in
          respect of



<PAGE>


                                      -15-

          any other  member of the Group  other than any  proceedings  which may
          have been  instituted  by or at the  direction of the  Purchaser,  the
          Funds, Electra Europe or any member of the Group.

     g)   No  liquidation  proceedings  pursuant  to Sec.  262  para.  1 AktG in
          respect of the Company,  nor to the best of Cordiant's  knowledge,  in
          respect of any other member of the Group, have been initiated.

     h)   The Company Financial  Statements for the Business year 2002 have been
          [illegible]  generally  accepted  accounting  principles  in  Germany,
          considering  the  continuity  principle in Germany.  The  Consolidated
          Financial  Statements for the business year 2002 have been prepared in
          accordance with International  Accounting Standards.  The Consolidated
          Financial  Statements  for the business year 2002 give a fair and true
          view of the assets,  the financial and profit  situation  (Vermogens-,
          Finanz- und  Ertragslage) of the Company and its subsidiaries as of 31
          December 2002.

3.   The Purchaser  acknowledges  that Electra  Europe,  acting on behalf of the
     Purchaser  has  conducted  a due  diligence  review on the  Company and the
     Group,  has  been  granted  unlimited  access  by the  Company  to  certain
     documents and other materials (the "Data Room"),  copies of which have been
     stored in boxes sealed by a  representative  of each of the  Purchaser  and
     Cordiant  which  will be kept  at the  offices  of  Haarmann  Hemmelrath  &
     Partner,   Berlin,  until  all  claims  of  the  Purchaser  for  breach  of
     representations  and warranties shall have become time barred in accordance
     with Section 7 para. 5 of this Agreement.  The Purchaser  acknowledges that
     Electra Europe has conducted such due diligence  review of the Data Room on
     behalf of the Purchaser and neither of them knows of any  incorrectness  or
     inaccuracy of the statements,  representations and warranties in para. 1 of
     this  Section 6 other  than in  relation  to  paragraph  1 lit.  j) of this
     Section 6. The Purchaser  also  acknowledges  that Electra  Europe has been
     granted unrestricted access to the Management Team and has been supplied by
     them with such  information as has requested  concerning the affairs of the
     Company.  Other than in relation to para.  1 lit. j) of this  Section 6, no
     representation or warranty will be deemed to have been given by Cordiant to
     the extent that information with respect to such representation or warranty
     was fairly disclosed in a document or other material  contained in the Data
     Room.  In addition,  no  representation  or warranty will be deemed to have
     been given by Cordiant under para. 1 lit. k) or para. 2 lit. h) in respect
     of any events or facts that were known to a member of the  Management  Team
     but not disclosed to the  Purchaser,  the Funds or Electra  Europe,  unless
     Cordiant  receives a copy of the  Management  Protocol,  duly signed by Mr.
     Thomas Heilmann, Mr. Sebastian Turner


<PAGE>

                                      -16-


     and Mr. Christian Tiedemann, prior to the Signing Date.

4.   Section 442 and Section 444 of the German Civil Code shall not apply.

5.   Any warranty  (Gewahrieistung),  including any statutory  warranty,  of the
     Seller  relating to or in connection  with the sale of the Shares is hereby
     excluded.

6.   No knowledge or deemed knowledge on the part of the Purchaser, the Funds or
     Electra Europe shall operate to prevent or reduce a claim pursuant to para.
     1 lit. j) of [illegible].



                                   Section 7
                                  Legal Effects

1.   In case of a breach of the representations and warranties made in Section 6
     of this  Agreement  the  Purchaser  may require  Cordiant to establish  the
     status  that would  exist if the  statements  had been  true.  This must be
     completed  within a  reasonable  period  of time but not later  than  three
     months after such  request.  If Cordiant  shall not establish the status in
     compliance with the Agreement, or if this not possible,  Cordiant shall pay
     to the Purchaser  (or as the  Purchaser  shall direct) on demand the amount
     necessary to put the Group into the  position  which would have existed had
     such  representations  and warranties not been breached,  together with all
     costs and expenses  incurred by the Purchaser or any member of the Group as
     a result of such  breach.  Subject to para.  3 below,  in  relation  to any
     payment  in respect of Public  Duties  Cordiant  shall in any event pay all
     amounts of Public  Duties and taxes not  sufficiently  provided  for in the
     audited Consolidated Financial Statements.

2.   The  Purchaser  shall  in no case be  entitled  to  rescind  the  Agreement
     (Rucktritt),  to annul this  Agreement  based on the  absence of a material
     quality,  or to rescind or adjust this  Agreement  based on  frustration of
     contract.

3.   In respect of the representations and warranties set out in Section 6 para.
     1 lit. j) damages (as  established  in para.  1) may be claimed only if the
     individual claim exceeds EURO 2,000 and the aggregate amount of such claims
     exceeds EURO 50,000. In respect of the  representations  and warranties set
     out in Section 6 para.  1 lit.  j), the overall  liability  for damages (as
     established in para. 1) shall in no event be higher than 50 per cent of the
     Initial Purchase Price.

4.   In respect of all other representations and warranties set out in Section 6
     para. 1,



<PAGE>


                                      -17-

     damage  compensation (as established in para. 1) may be claimed only if the
     individual  claim  exceeds  EURO  20,000 and the  aggregate  amount of such
     claims exceeds EURO 200,000. In respect of these other  representations and
     warranties set out in Section 6 para. 1, the overall  liability for damages
     (as established in para. 1) shall in no event be higher than 50 per cent of
     the purchase price.

5.   All warranty claims of the Purchaser pursuant to Section 6 and this Section
     7 with the  exception of Section 6 para. 1 lit. j) shall become time barred
     unless raised  within a period of twelve  months from the  Effective  Date.
     Warranty  claims of the  [illegible]  to each  period and each  Public Duty
     payable by any member of the Group  unless  raised  within four weeks after
     the respective  assessments  have become final and binding  (unabaenderbar)
     for the  competent  tax  authorities  and public duty  authorities.  If the
     competent tax authorities and public duty  authorities  execute a tax field
     audit  (stauerliche  AuBenprufung)  or public duty  authorities'  audit (or
     foreign  equivalents)  for the periods up to the Closing  Date the relevant
     assessments  are those made after the audits.  Limitation  periods shall be
     interrupted  (unterbrochen)  by the first written assertion of the claim by
     the Purchaser.



                                   Section 8
                       Information and Notice Requirements

1.   The Parties will inform each other of any and all circumstances relevant to
     the  implementation  of this  Agreement  and will  conduct any legal action
     necessary for or in furtherance of the implementation of this Agreement.

2.   To the extent not already taken care of, the Seller and the Purchaser  will
     secure that the following  notices  required  under German law will be duly
     filed with the competent authorities:

     a)   The Seller will  immediately  but not later than seven  calendar  days
          after the Closing  Date notify the Company and the  Bundesanstalt  fur
          Finanzdienstleistungsaufsicht,   Frankfurt   in   writing   that   its
          shareholding  in the Company has moved by sale below 5 per cent of the
          voting  rights,  indicating  among  others its address and the Closing
          Date   (Section   21   para.   1   German   Securities   Trading   Act
          (Wertpapierhandelsgesetz)).

     b)   The Purchaser will  immediately but not later than seven calendar days
          after the Effective Date notify the Company and the Bundesanstalt fur



<PAGE>


                                      -18-

          Finanzdienstleistungsaufsicht,   Frankfurt  in  writing  that  it  has
          reached by purchase a shareholding in the Company which exceeds 75 per
          cent of the voting rights, indicating among others its address and the
          Effective  Date  (Section  21 para.  1 German  Securities  Trading Act
          (Wertpapierhandelsgesetz).

     c)   The Seller and the  Purchaser  will secure that the Company  publishes
          the  notification  made  in  accordance  with  lit.  a) and  b)  above
          immediately,  at the  latest  within  9  (nine)  calendar  days of its
          receipt,  in  the  German  language  in  [illegible]  Party  shall  be
          identified in the  announcement by name or business name and the state
          of  residence  or the  registered  office  (Section 25 para.  1 German
          Securities Trading Act (Wertpapierhandelsgesetz)).

3.   The Seller and Cordiant shall promptly  provide to the Purchaser,  upon the
     Purchaser's  written  request,  all information and  co-operation as may be
     reasonably requested by the Purchaser in order to prepare the documentation
     necessary in the context of the takeover offer (mandatory or voluntary) for
     the  remaining  minority  shareholdings  in  the  Company  pursuant  to the
     provisions  of  the  German   Securities   Acquisition   and  Takeover  Act
     (Wertpapierubernahmegesetz).  The  Seller  irrevocably  undertakes  not  to
     accept such takeover offer.



                                   Section 9
                              Mediation/Arbitration

1.   The  Parties  undertake  to  attempt  a  good  faith  compromise  prior  to
     commencing arbitration proceedings.  Upon request of a Party a mediator can
     be appointed by mutual  agreement who will work with the Parties towards an
     amicable  settlement.  The mediator who preferably  shall have obtained the
     qualification  to serve as a judge under  German law or shall be  similarly
     qualified  will  determine  the course of the mediation  proceedings.  Each
     Party is entitled to end the mediation proceedings at any time and commence
     arbitration  proceedings.  The  Parties  will  negotiate  the  costs of the
     mediator with the mediator.  The costs of the mediation proceedings will be
     divided equally between the Parties,  whereas each Party shall bear its own
     expenses.

2.   Any dispute  arising out of or in connection  with this Agreement  shall be
     finally settled by arbitrators in accordance with the arbitration  rules of
     the German  Institution  of Arbitration  e.V.  (Deutsche  Institution  fuer
     Schledsgerichtsbarkeit e.V.)



<PAGE>


                                      -19-

     without recourse to the ordinary courts of law.

3.   Before the arbitration tribunal renders its decision,  the persons involved
     are  entitled  to be  heard.  The  holding  of the  arbitration  tribunal's
     decision shall be rendered in writing.

4.   Sections  91  seq.  of  the  German  Civil   Procedure  Rules  (ZPO)  apply
     correspondingly  to the costs in connection with  arbitration  proceedings.
     The competent arbitrator will also decide the allocation of costs.

5.   Arbitration  proceedings  will be  held in  Berlin,  the  language  will be
     English.



                                   Section 10
                                      Costs

Unless this Agreement provides otherwise, each Party shall bear its own costs in
connection with the preparation, execution and implementation of this Agreement,
including attorneys', tax accountants', certified auditors' fees as well as fees
for  investment  banks  and any  other  advisory  fees as well as any  costs  in
connection  with any  necessary  powers of  attorney.  Cordiant  confirms it has
agreed  separately  with the Management Team to pay EUR 85,000 of costs incurred
by the Group in relation to the  transaction  the subject of this Agreement (the
"Transaction").   Cordiant   confirms  that  no  other  costs  relating  to  the
Transaction will be charged to any member of the Group.



                                   Section 11
                             Non-solicitation Clause

1.   Cordiant shall not, and shall procure that its  subsidiaries in the meaning
     of  Section  15 et seq.  of the  German  Stock  Corporation  Act shall not,
     solicit for employment  any member of senior  management of the Group for a
     period of two years  following the Closing  Date,  other than by means of a
     recruitment  advert  in the  trade  or  other  press  that is not  directed
     specifically at such persons.

2.   The  Purchaser,  Electra  Europe and the Funds shall not, and shall procure
     that its  subsidiaries  in the  meaning of Section 15 et seq. of the German
     Stock  Corporation  Act shall not,  solicit  for  employment  any member of
     senior  management of Cordiant who has been involved in any way with either
     the Group or the sale and transfer



<PAGE>


                                      -20-

     hereunder for a period of two years following the Closing Date,  other than
     by means of a  recruitment  advert in the trade or other  press that is not
     directed specifically at such persons.



                                   Section 12
                      Assumption of Obligations under Lease

     The Purchaser  shall  [illegible]  Cordiant's  obligations  under the Lease
     Agreement  dated 20 January 2000 between Scholz & Friends  London  Limited,
     Clerkenwell  Holdings Limited,  and Cordiant (the "Lease") with effect from
     the  Closing  Date.  In the event  Clerkenwell  Holdings  Limited  does not
     consent to such assumption of obligations,  or otherwise refuses to release
     Cordiant from the  guarantee  given under the Lease,  the  Purchaser  shall
     indemnify, or shall procure that the Company indemnifies, Cordiant from and
     against all and any liability under the Lease arising in respect of periods
     after the  Closing  Date.  In the event that  Cordiant  makes  payments  to
     Clerkenwell   Holdings   Limited  under  the  Lease,  the  Purchaser  shall
     reimburse, or shall procure that the Company reimburses,  these payments to
     Cordiant.



                                   Section 13
                         Cordiant Procurance Obligations

1.   The Purchaser  acknowledges that Network Atlas GmbH ("Atlas") does not have
     any  liabilities  to any  member of the Group  other than as  disclosed  on
     Schedule  13.1 (plus  interest  from the date of such  Schedule) and to the
     extent any other  liabilities  exist,  shall  procure that they are waived.
     Cordiant  confirms  that no expenses  incurred by Atlas in respect of Peter
     Schoning will be recharged to any member of the Group,  notwithstanding any
     contract or agreement in existence to the contrary.

2.   Cordiant will procure that Atlas sells its  shareholding  in United Visions
     TV & Film,  Productions  GmbH  ("UVTV & Film")  to the  Company  (or as the
     Company  shall  direct)  for the  sum of  EURO  1,  as  soon as  reasonably
     practicable following the Closing Date.

3.   Cordiant and the Purchaser  will procure that the current  dispute  between
     Scholz & Friends  London  Ltd and  Healthworld  UK Limited  concerning  the
     breach of a

<PAGE>
                                      -21-


     restrictive covenant shall be settled and that neither party shall have any
     claim or liability against the other in respect of the same.

4.   Subject  to any  liability  specifically  imposed  by this  Agreement,  (i)
     Cordiant  will procure that all members of the Group are released  from any
     liability  (whether  actual,  potential  or  contingent)  in respect of any
     indebtedness or liabilities of any member of the Cordiant Group  ("Cordiant
     Indebtedness");  and (ii) the  Purchaser  shall procure that all members of
     the  Cordiant  Group  are  released  from any  liability  (whether  actual,
     potential or contingent) in respect of any  indebtedness  or liabilities of
     any member of the Group.

5.   Cordiant  undertakes to the Purchaser that the only liabilities of which it
     is aware as at the  Signing  Date of any  member of the Group in respect of
     any Cordiant Indebtedness is as set out on Schedule 13.5.



                                   Section 14
                                  Miscellaneous

1.   This Agreement supersedes and replaces any prior written or oral agreements
     among the Seller and the Purchaser regarding its subject matter.

2.   Should any provision of this  Agreement be  ineffective  or not workable or
     should this Agreement be incomplete,  the  effectiveness  of this Agreement
     shall remain unaffected. In such event the ineffective/unworkable provision
     shall be deemed to be replaced by an effective and workable provision which
     comes as close as possible to the economic  purpose of the  ineffective  or
     unworkable provision. The same applies should this Agreement be incomplete.

3.   Modifications  and  amendments of this  Agreement  shall be made in writing
     unless  law  requires  a  stricter  form,  especially   notarisation.   The
     requirement of written form for amendments may only be waived in writing.

4.   This  Agreement  shall be governed  by the laws of the Federal  Republic of
     Germany.

5.   All Exhibits and Schedules are part of this Agreement.

6.   The  Parties  shall  treat  this  Agreement  confidentially  unless  agreed
     otherwise in this  Agreement or required by applicable  law. Any disclosure
     to third  parties  with regard to the sale and  purchase of the Shares,  in
     particular  any press  releases and disclosure of information to the media,
     shall require the prior written approval of



<PAGE>


                                      -22-

     Cordiant.



<PAGE>


                                     - 23 -

Exhibits, Schedules and Appendices



Exhibit A                  Group Structure Chart

Exhibit B                  Management Protocol

Exhibit C                  Euro Loan Facility Agreement

Exhibit D                  GBP Term Loan Agreement



Schedule 2                 Option Waiver Agreements

Schedule 4.4               Additional Consideration Comparatives

Schedule 13.1              Atlas Indebtedness to Scholz & Friends

Schedule 13.5              Cordiant Indebtedness



<PAGE>


                                      -24-

On behalf of
Baumwall "7" Einhundertachtundachtzlgste Venualtungsgesellschaft mbH;


/s/ [illegible]
--------------------------------------
Name:








On behalf of
Electra European Fund (LP)




/s/ M. Wiedenfels
--------------------------------------
Name:  M. Wiedenfels








On behalf of
Bates Deutschland Holding GmbH;



/s/ RJ Humphries
--------------------------------------
Name:  RJ Humphries








On behalf of
Cordiant Communications Group plc



/s/ A. Boland
--------------------------------------
Name:  A. Boland




<PAGE>

SCHEDULE 4.4

EBITA Calculation Schedule SCHOLZ & FRIENDS AG



I.   Comparative Income Statement for the year ended 31 December 2003
<TABLE>
<CAPTION>


                                                                                                      (IAS-Figures)
                                                                                           2003               2002
                                                                                           TEUR               TEUR

<C>                                                                                 <C>              <C>
1.  Revenue                                                                                                 68,973
2.  Changes in work in progress                                                                               -202
3.  Other operating income                                                                                   4,078
4.  Cost of sales                                                                                          -11,753
[illegible]
6.  Depreciation and amortisation expense                                                                  -16,128
7.  Other operating expenses                                                                               -19,381
8.  Income from investments                                                                                      0
9.  Income from associated companies                                                                            60
10. Other interest and similar income                                                                          336
11. Interest and similar expenses                                                                           -1,096
                                                                                    -----------        -----------
12. Result from ordinary operations                                                           0            -10,416
                                                                                    -----------        -----------
13. Income taxes - actual                                                                                      311
14. Income taxes - deferred                                                                                   -677
15. Other taxes                                                                                               -389
16. Minority interest                                                                                          -44
                                                                                    -----------        -----------
17. Net result for the period                                                                 0            -11,215
                                                                                    ===========        ===========

</TABLE>


II.  Calculation of the key financial figure EBITA

<TABLE>
<CAPTION>

<C>                                                                                 <C>              <C>
    Result from ordinary operations (as shown in the income statement)                        0            -10,416
    Exceptional one-off Items (1)                                                             0                  0
                                                                                    -----------        -----------
    Result from ordinary operations after exceptional items                                   0            -10,418
    plus  Interest and similar expenses (as shown in the income statement)                    0              1,095
    less  Other interest and similar income (as shown in the income statement)                0               -336
                                                                                    -----------        -----------
    EBIT SCHOLZ & FRIENDS AG                                                                  0             -9,656

    plus  Goodwill amortisation (as shown in the notes)                                                     12,407
                                                                                    -----------        -----------
EBITA SCHOLZ & FRIENDS AG                                                                     0              2,751
                                                                                    -----------        -----------
</TABLE>

(1)  Exceptional one-off items as defined in the definition of EBITA in the
     Share Purchase Agreement attached hereto.
(2)  If the acquisition of Couch Potatoes Fernsehproduktions GmbH will not be
     closed in 2003:
     -    the reference value of the EBITA for 2003 of TEUR 6,500 should be
          adjusted by the prior year EBITA of Couch Potatoes and, hence, amounts
          to TEUR 3,700.
     -    the reference value for the Revenue for 2003 of TEUR 70,000 should be
          adjusted by the prior year Revenue of Couch Potatoes and, hence,
          amounts to TEUR 81,400 (70.0-13.9+5.3)



<PAGE>


SCHEDULE 4.4 (continued)

EBITA Calculation Schedule SCHOLZ & FRIENDS AG


I.   Reconciliation of IAS Income Statement to Cordiant/UK GAPP

<TABLE>
<CAPTION>

                                                                                                           TARGET (2)
                                                                                                      2003       2003        2002
                                                                                                      TEUR       TEUR        TEUR
                                                                                                  --------   ----------  --------
<S>                                                                                               <C>        <C>         <C>
  Revenue according to IAS Income Statement                                                            0.0                   89.0
                                                                                                  --------   ----------  --------
  Prior Year Pro-Forma adjustment Net sales deepblue networks AG                                      -                       4.0
  Prior Year Pro-Forma adjustment Net sales Couch Potatoes Fernsehproduktions  GmbH                   -                      13.9
  Net balance of direct costs against revenue Couch Potatoes  Fernsehproduktions GmbH
   (accounts [illegible])                                                                                                    -5.3
  Net balance of direct costs against revenue UVE package (account [illegible] excl. account 5900)                           -5.3
  Net  balance of direct  costs  against  revenue  S&F Berlin  package  ([illegible]G sales S&F
   Agenda/Appel [illegible])                                                                                                 -0.6
  Net balance of direct  costs  against  revenue  S&F  Hamburg  package ([illegible]G sales S&F
   Hamburg/deepblue regarding [illegible])                                                                                   -1.0
  Non-consolidation of [illegible] GmbH as per April 2002                                                                    -0.7
  [illegible] revenue: different exchange rates (S&F International)                                   -                      -0.2

                                                                                                  --------   ----------  --------
  [illegible]
  Revenue according to Cordiant/UK GAAP Income Statement (FY 2002: based on [illegible])            0.0         70.0         74.4
                                                                                                  --------   ----------  --------
</TABLE>


II.  Calculation of the key financial figure EBITA
<TABLE>
<CAPTION>

                                                                                                  --------   ----------  --------
<S>                                                                                               <C>        <C>         <C>
  EBITA according to IAS Income Statement                                                            0.0                    2.8
                                                                                                  --------   ----------  --------
  Prior Year Pro-Forma adjustment; EBITA deepblue networks AG                                                               0.2
  Prior Year Pro-Forma adjustment: EBITA Couch Potatoes Fernsehproduktions GmbH                                             2.8
  Non-consolidation of [illegible] GmbH as per April 2002                                                                  -0.1
  [illegible] 2002 severance costs, [illegible] in IM                                                                       0.5
  Vacant property provision S&F London, included in IAS but not included in IM                                              1.2
  Reclassification tax accrual S&F Berlin                                                                                  -0.4
  Bonus accrual according to UK GAAP higher by EUR 101k (S&F Neumark)                                                      -0.1
  Profit from sales of 30% S&F Madrid not under UK GAAP but under IAS (S&F Group)                                          -0.2
  Income from associates (included in EBITA according to IAS)                                                              -0.1
  Reverse of accruals for holiday pay shown under IAS but not in UK GAAP                                                   -0.1

                                                                                                  --------  ----------- -----------
  EBITA according to Cordiant/UK GAAP Income Statement (FY 2002: based on UBS IM)                    0.0    [illegible] [illegible]
                                                                                                  --------  ----------- -----------
</TABLE>

(2)  If the acquisition of Couch Potatoes Fernsehproduktions GmbH will not be
     closed in 2003:
     -    the reference value of the EBITA for 2003 of TEUR 8,500 should be
          adjusted by the prior year EBITA of

<PAGE>

                             Termination Agreement





                                    between



                         BATES Deutschland Holding GmbH
                           Hanauer LandstraBe 287-289
                                 60314 Frankfurt
                            (referred to as "BATES")

                                      and



                             Mr. Christian Tiedemann
                               Chausseestrasse 8/E
                                  10115 Berlin
                      (referred to as the "Waiving Party")


<PAGE>

Preamble


The  parties to this  agreement  (referred  to as the  "Termination  Agreement")
entered into an option agreement on 20 December 2001 (referred to as the "Option
Agreement")  according  to which  the  Waiving  Party was  granted  an option to
purchase 214,599  fractional  shares of SCHOLZ & FRIENDS AG (referred to as "S&F
AG") from BATES.

The right to exercise  these options  commenced on 1 January 2002 and should end
on 31 December 2011.

It is intended that BATES sells its entire shareholding in S&F AG in the context
of a management buy-out transaction.

Accordingly,  BATES will no longer be in a position to fulfill  its  obligations
under the Option  Agreement in the event that the Waiving  Party would  exercise
the option to purchase shares.



Therefore the parties herewith agree on the following  termination of the Option
Agreement:



1.   Termination

     The Option  Agreement shall be terminated with immediate  effect.  However,
     condition  precedent  for the  termination  of the Option  Agreement is the
     conclusion and  effectiveness  of the share purchase  agreement  between by
     which the management buy-out transaction is executed. "Effectiveness" shall
     mean the effective and valid transfer of the shares ("dinglicher Obergang")
     BATES to Baumwal  "7"  Einhundertachrundachtzigste  Verwaltungsgesellschaft
     mbH.

     For the  avoidance of doubt,  termination  means that the parties  herewith
     waive all right and  obligations  as  agreed  in the  Option  Agreement  in
     particular,  but not limited to the option  granted to the Waiving Party to
     purchase 214,599 fractional shares of S&F AG from BATES.


2.   Costs

     The parties do not expect any costs,  taxes or other  expenses to be caused
     by the termination. If, however, costs, taxes or other expenses arise, each
     party will bear its own costs.


3.   Final provisions

     Any changes and  supplements  to this  Termination  Agreement,  including a
     waiver to this written-form requirement, have to be made in writing.

                                        2

<PAGE>

     Should  any  provisions  of this  Termination  Agreement  be held or become
     invalid,  this shall not affect the  validity of the  remaining  provisions
     hereof. The invalid provision shall be replaced by a valid provision coming
     as close as possible to the economic  purpose  pursued by the parties.  The
     same shall apply for any loophole of this Termination Agreement.

     This Termination  Agreement is governed by the laws of the Federal Republic
     of Germany. Place of performance and place of jurisdiction shall be Berlin.




                                                       s/ Christian Tiedemann
---------------------------------                      -------------------------
BATES Deutschland Holding GmbH                         Christian Tiedemann


                                        3

<PAGE>


                              Termination Agreement





                                     between



                         BATES Deutschland Holding GmbH

                           Hanauer LandstraBe 287-289
                                 60314 Frankfurt
                            (referred to as "BATES")

                                       and



                               Mr. Peter Schoning
                                  Isestr. 125
                                  20149 Hamburg
                      (referred to as the "Waiving Party")

<PAGE>


Preamble



The  parties to this  agreement  (referred  to as the  "Termination  Agreement")
entered into an option agreement on 20 December 2001 (referred to as the "Option
Agreement")  according  to which  the  Waiving  Party was  granted  an option to
purchase  214,599  fractional  of SCHOLZ & FRIENDS AG  (referred to as "S&F AG")
from BATES.

The right to exercise  these options  commenced on 1 January 2002 and should end
on 31 December 2011.

[illegible] in S&F AG in the context of a management buy-out transaction.

Accordingly,  BATES  will no longer be in a position  to  fulfil it  obligations
under the Option  Agreement in the event that the Waiving  Party would  exercise
the option to purchase shares.


Therefore the parties herewith agree on the following  termination of the Option
Agreement:


1.   Termination

     The Option  Agreement shall be terminated with immediate  effect.  However,
     condition  precedent  for the  termination  of the Option  Agreement is the
     conclusion and  effectiveness  of the share purchase  agreement  between by
     which the management buy-out transaction is executed. "Effectiveness" shall
     mean the effective and valid transfer of the shares ("dinglicher Ubergang")
     BATES to  Baumwall"7"  Einhunderrachtundachtzigste  Verwaltungsgesellschaft
     mbH.

     For the  avoidance of doubt,  termination  means that the parties  herewith
     waive all  rights  and  obligations  as agreed  the  Option  Agreement  in
     particular, but not limited to the option granted to the Waiving Party to
     purchase 214,599 fractional shares of S&F AG from BATES.


2.   Costs

     The parties do not expect any costs,  taxes or other  expenses to be caused
     by the termination. If, however, costs, taxes or other expenses arise, each
     party will bear its own costs.


3.   Final provisions

     Any changes and  supplements  to this  Termination  Agreement,  including a
     waiver to this written-form requirement, have to be made in writing.

                                       2
<PAGE>


     Should  any  provision  of this  Termination  Agreement  be held or  become
     invalid,  this shall not effect the  validity of the  remaining  provisions
     hereof. The invalid provision shall be replaced by a valid provision coming
     as close as possible to the economic  purpose  pursued by the parties.  The
     same shall apply for any loophole of this Termination Agreement.

     This Termination  Agreement is governed by the laws of the Federal Republic
     of Germany. Place of performance and place of jurisdiction shall be Berlin.



Berlin, 06, June 2003



                                                     /s/ Peter Martin Schoning
---------------------------------                    -------------------------
BATES Deutschland Holding GmbH                       Peter Martin Schoning



                                        3
<PAGE>


                           DATED [illegible] June 2001

                                    Exhibit C

                           SCHOLZ & FRIENDS GROUP GMBH

                                   AS BORROWER






                                    AS LENDER






                     --------------------------------------

                                 LOAN AGREEMENT


                     --------------------------------------

<PAGE>


THIS AGREEMENT is made on 1st June 2001

BETWEEN

(1)  SCHOLZ & FRIENDS Group Gmbh, & German limited liability company  registered
     in the  Commercial  Register  of the Local  Court of Hamburg  under No. HRB
     27884

     (the "Borrower"); and

(2)  Cordiant Holdings GmbH, a German limited  liability  company  registered in
     Germany (the "Lender"),

     IT IS AGREED as follows:



1.   GRANT OF THE FACILITY
     The Lender has  granted to the  Borrower a loan  facility  in an  aggregate
     amount of EURO 6,000,000.00 (in words: Euro six million).

2.   REPAYMENT
     The  Borrower  shall  repay  this  loan  facility  in  yearly  installments
     amounting  to EURO  2,000,000.00  (in words:  EURO two million)  each.  The
     instalments are due on October 1 of each year,  starting on October 1, 2001
     if the merger between NewCo AG and United Visions Entertainment AG has then
     already  been  registered  in the  relevant  Commercial  Registers  of both
     companies.  The schedlule of repayment is for the  principal  amount on the
     existing  loan of EURO  6,000,000.00  and  does  not  include  intercompany
     trading,  recharges or dividend  payments which have to be paid in addition
     to the instalment amount above.

     Interim  cash  advances  paid by the borrower to the lender will be used as
     temporary  partial  repayment  of the  outstanding  principle  and  will be
     returned to the borrower  provided that the borrower repays the facility as
     detailed above.

     For the avoidance of doubt, all other sums not covered by this Agreement or
     any other specific loan agreement owing from the Borrower to the Lender are
     repayable on demand.



3.   PAYMENT AND CALCULATION OF INTEREST

3.1  Payment of Interest

     The Borrower shall pay interest at a rate of 3 months BURIBOR plus a margin
     of 2%.  Interest  should be paid  quarterly  within 14 days at the  invoice
     date.  Interest  will be  calculated  on the  relevant  basis as set out in
     Clause 3.2.

3.2  Calculation of interest

     The rate of interest will be calculated  quarterly for the quarter ended 31
     March, 30 June, 30 September and 31 December each year on a 360 day basis.

<PAGE>


4.   PAYMENT TO THE LENDER

     On each date on which this  Agreement  requires an amount to be paid by the
     Borrower,  the  Borrower  shall make the same  available  to the Lender for
     value on the due date at such time and in such  funds  and to such  account
     with such bank as the Lender shall specify from time to time.

5.   No Set-off
     All payments  required to be made by the Borrower  hereunder be  calculated
     without  reference to any set-off  counterclaim  and shall be made free and
     clear of and  without  any  deduction  for or on account of any  set-off or
     counterclaim.

6.   Business Days

     6.1  Any  payment  which is due to be made on a day that is not a  Business
          Day shall be made on the next Business Day in the same calendar  month
          (if there is one) or the preceding Business Day (if there is not).

     6.2  During any  extension  of the due date for  payment  of any  principal
          under this Agreement  interest is payable on the principal at the rate
          payable on the original due date.

7.   ASSIGNMENT AND TRANSFERS

7.1  Binding Agreement
     This Agreement shall be binding upon and [illegible] to the benefit of each
     party hereto and its or any subsequent successors and transferees.

7.2  No Assignments and Transfers by the Borrower
     The Borrower  shall not be entitled to assign or transfer all or any of its
     rights, benefits and obligations hereunder.

7.3  Assignments and Transfers by the Lender
     The Lender may, at any time,  assign all or any of its rights and  benefits
     under this  Agreement  or transfer  all or any of its rights,  benefits and
     obligations under this Agreement to any of its subsidiaries.

8.   CALCULATIONS AND EVIDENCE OF DEBT

8.1  Basis of Accrual
     Interest  shall accrue from day to day and shall be calculated on the basis
     of a year of 360 days or, in any case where  market  practice  differs,  in
     accordance with market practice and the actual number of days elapsed.

8.2  Evidence of Debt
     The Lender shall maintain in accordance  with its usual  practice  accounts
     evidencing the amounts owing to it hereunder.

8.3  Prima Facie Evidence
     In any legal action or proceeding arising out of or in connection with this
     Agreement,  the entries made in the accounts  maintained pursuant to Clause
     [illegible] 8.2 (Evidence of Debt) shall (save for manifest error) be prima
     facie evidence of the existence and amounts of the specified obligations of
     the Borrower.

<PAGE>


9.   [illegible] Invalidity
     If, at any time,  any provision  hereof is or becomes  illegal,  invalid or
     unenforceable in any respect under the law of any jurisdiction, neither the
     legality, validity or enforceability of the remaining provisions hereof nor
     the legality, validity or enforceability of such provision under the law of
     any other jurisdiction shall in any way be affected or impaired thereby.

10.  NOTICES

10.1 Communication in Writing
     Each  communication  to be made  hereunder  shall be made in  writing  and,
     unless [illegible].

10.2 Delivery
     Any  communication  or  document to be made or  delivered  by one person to
     another pursuant to this Agreement shall:

     10.2.1    if by way of fax (unless that other  person has by fifteen  days'
               notice specified  another number) be made to such other person to
               the fax number  identified  with its signature below and shall be
               deemed  to  have  been  received  when   transmission   has  been
               completed; and

     10.2.2    if by way of letter  (unless  that  other  person  has be fifteen
               days'  notice  specified  another  address) be  delivered to that
               other person at the address  identified  with its signature below
               and  shall be deemed  to have  been  delivered  when left at that
               address or, as the case may be, ten days after being deposited in
               the post postage prepaid in an envelope  addressed to its at that
               address.

11.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts,  all of which
     taken together shall constitute one and the same instrument.

12.  GOVERNING LAW AND JURISDICTION

     This  Agreement is governed by, and shall be construed in accordance  with,
     German law.

12.1 The courts of Germany have  exclusive  jurisdiction  to hear and decide any
     action or  proceedings  which may rise in  connection  with this  Agreement
     ("Proceedings")  and, for this purpose,  each party irrevocably  submits to
     the jurisdiction of the courts Germany.

12.2 Process by which any  Proceedings are begun in Germany may be served on the
     Borrower by being delivered in accordance with Clause 10 (Notices). Nothing
     contained in Clause 10 (Notices)  affects the right to serve process in any
     other manner permitted by law.

12.3 This  Agreement is drawn up in the English  language.  If this Agreement is
     translated into another language, the English language text is to prevail.

<PAGE>

This Agreement has been entered into on the date stated at the beginning of this
Agreement.

SIGNATURES



/s/ [illegible]
-------------------------------
The Borrower

SCHOLZ & FRIENDS Group GmbH



-------------------------------
The Lender

Cordiant Holdings GmbH

<PAGE>


                              AMENDMENT AGREEMENT

Between

(1)  SCHOLZ & FRIENDS Group GmbH. a German limited liability company  registered
     in the  Commercial  Register  of the Local  Court of Hamburg  under No. HRB
     27884

                                                    -hereinafter the "Borrower"-

and

(2)  Cordiant Holdings GmbH, a German limited  liability  company  registered in
     the  Commercial  Register of the Local Court of Frankfurt Am Main under No.
     HRB 37900

                                                      -hereinafter the "Lender"-

it is hereby agreed as follows:

On 1st June 2001 the parties have  entered  into an agreement  pursuant to which
the Lender has granted to the Borrower a loan facility in an aggregate amount of
(euro)  6,000,000.00  (the "Loan  Agreement").  The current  balance of the loan
facility is (euro)  2,878,617.28 plus accrued interest.  The parties now wish to
amend the payment schedule of the loan.

1.   The first paragraph of Section 2 of the Loan Agreement is hereby amended to
     the effect that the  outstanding  amount of the loan  facility of currently
     (euro)  2,878,617.28  shall  be  repaid  in  two  installments.  The  first
     installment in the amount of (euro)  818,617.28 shall be due and payable on
     31st January 2005. The second installment the amount of (euro) 2,050,000.00
     shall be due and payable on 30th June 2005.

2.   All other  provisions of the Loan Agreement  shall remain in full force and
     effect and shall not be effected hereby.


Hamburg, 09, April 2003                                Frankfurt 14, Mar 2003



/s/ Christian Tiedemann                                /s/ [illegible]
------------------------------                         -------------------------
Scholz & Friends Group GmbH                            Cordiant Holdings GmbH
Christian Tiedemann

<PAGE>



                                 DATE JUNE 2003

                                    Exhibit D

                         SCHOLZ & FRIENDS LONDON LIMITED

                                BATES UK LIMITED

                           SCHOLZ & FRIENDS GROUP GmbH






                               TERM LOAN AGREEMENT







                                   Macfarlanes
                                10 Norwich Street
                                 London EC4A 1BD

                                  CZL/2187896.2
                                   4 June 2003
                                     Draft 2

<PAGE>


                              TERM LOAN AGREEMENT

DATE           June 2003

PARTIES

1              SCHOLZ &  FRIENDS  LONDON  LIMITED  (Registered  No.  3398022)  a
               limited  liability  company with its registered office at 121-141
               Westbourne Terrace, London W2 6JR ("the Borrower");

2              BATES UK  LIMITED  (Registered  No.  913184) a limited  liability
               company with its registered office at 721-141 Westbourne Terrace,
               London W2 6JR ("the Lender"); and

3              SCHOLZ & FRIENDS  GROUP GmbH a German  company  registered in the
               Commercial  Register of [the Amstgericht  Berlin  Charlottenburg]
               under   No.  [*]   with   its   office   at   [Inder   Lokfabrik,
               Chausseestrasse 8/E, 10115 Berlin] ("the Guarantor").

IT IS AGREED as follows:

1              Grant of Term Loan

               Subject to the terms of this Agreement,  the Lender hereby grants
               to the  Borrower a term loan ("the  Term  Loan") in an  aggregate
               maximum amount,  subject to Clause 5.2, of (pound)3,250,000 ("the
               Limit").

2              Conditions Precedent

               This Agreement shall become effective ("the Effective Time") upon
               the Lender confirming that it has received,  or having waived the
               requirement to receive,  the following  documents and evidence in
               form and substance satisfactory to it:

2.1            a  certified   copy  of  a  board   resolution  of  the  Borrower
               authorising  a  named  person  to  sign  this  Agreement  and any
               documents  to be  delivered  pursuant  hereto and  approving  the
               execution,  delivery  and  performance  by the  Borrower  of this
               Agreement; and

2.2            an excerpt from the commercial register ("Handelsregisterauszug")
               with regard to the Guarantor  and (unless the persons  authorized
               to  represent  the  Guarantor  pursuant to such  excerpt from the
               commercial  register  are signing on behalf of the  Guarantor)  a
               notarized  power of  attorney  of the  Guarantor,  each  dated no
               earlier than 10 days prior to receipt by the Lender authorizing a
               named  person  to sign this  Agreement  and any  documents  to be
               delivered pursuant hereto.

3              Utilisation of the Term Loan

3.1            At the Effective Time, the Borrower shall be deemed to have drawn
               an  advance  ("the  Advance")  under the Term Loan,  which  shall
               forthwith  be applied to refinance  such amount  ("the  Refinance
               Amount")  of  principal  and  interest  owed to the Lender by the
               Borrower under the intercompany overdraft facility agreement

                                       2
<PAGE>


               (the "Overdraft Facility  Agreement") dated 9 April 2003 and made
               between the Borrower, the Lender and Scholz & Friends Group GmbH.

3.2            Upon the  refinancing  referred  to in Clause 3.1,  the  facility
               granted under the Overdraft  Facility Agreement shall cease to be
               available to the Borrower and any amounts outstanding  thereunder
               shall,  notwithstanding  the  terms  of  the  Overdraft  Facility
               Agreement, be immediately due and payable. The Overdraft Facility
               Agreement  shall  be  terminated  upon  repayment  in full of all
               amounts outstanding thereunder.

3.3            The Term Loan  shall  only be (i)  utilised  for the  purpose  of
               refinancing the Refinancing  Amount and (ii) drawn only by way of
               the Advance.

3.4            The amount of the Advance  shall be  determined by the Lender (in
               its  discretion)  as  the  amount   necessary  to  refinance  the
               Refinance Amount,  provided that under no circumstances shall the
               Advance be greater  than the Limit.  The Lender  shall notify the
               Borrower   of  the   amount   of  the   Advance   following   its
               determination.

3.5            The Borrower and the Guarantor hereby  irrevocably  authorise the
               Lender to apply the  amount of the  Advance  to the credit of the
               Account and the repayment of the Refinance Amount.

4              Interest

4.1            The rate of interest payable by the Borrower on the Loan shall be
               2% per  annum  over the base  rate from time to time of HSBC Bank
               plc.

4.2            Interest  shall  accrue on a daily  basis on the  Loan.  Interest
               shall be paid by the Borrower to the Lender on the last  Business
               Day of each month (or, if later,  the date  falling 14 days after
               written  demand  therefor) in respect of interest  accrued during
               that month.

5              Repayment, Prepayment and Reduction

5.1            The Borrower  shall repay all amounts of  principal  and interest
               outstanding  under the Term Loan in full on or before the earlier
               of (i) the date on  which  the  Purchaser  has  acquired  all the
               shares of the capital of the Borrower or otherwise  gained access
               to the cash flow of the  Borrower by way of an  agreement  in the
               meaning of Section 291 para.  1 of the German  Stock  Corporation
               Act or an  integration  of the Borrower in the meaning of Section
               319  para.  1 of the  German  Stock  Corporation  Act and (ii) 31
               December 2003.

5.2            Notwithstanding  the provisions of Clause 5.1, the Borrower shall
               repay such  amounts of the Loan in order to ensure  that the Loan
               shall  not,  on and from  each of the  dates set out in the table
               below, exceed the amount set out opposite each such date; so that
               the  amount of the Term Loan and the  Limit are each  reduced  to
               such  amounts on such dates and  cancelled in full on the last of
               such dates:

                      Date                       Limit
                      31 July 2003               (pound)2,845,000
                      31 October 2003            (pound)1,699,000
                      31 December 2003           nil

                                        3

<PAGE>


5.3            The  Borrower  shall  ensure that the Loan does not, at any time,
               exceed the Limit.  In the event that the Loan is in excess of the
               Limit, the Borrower shall forthwith pay such excess amount to the
               Lender.

5.4            Any amounts repaid or prepaid shall not be redrawn.

6              Representations and Warranties

               Each of the Borrower and the Guarantor represents and warrants to
               the Lender that:

6.1            [illegible]  incorporation  and has full  power to own its assets
               and carry on  business  wherever  it owns  assets or  carries  on
               business;

6.2            no event  such as is  specified  in  Clause 10 has  occurred  and
               remains unremedied;

6.3            it has power to enter into and  perform  this  Agreement  and has
               taken all necessary  corporate action to authorise the execution,
               delivery and performance of this Agreement; and

6.4            the  execution,  delivery and  performance of this Agreement will
               not  contravene  any law or  regulation to which it is subject or
               any   provision   of  its   constitutional   documents   and  all
               governmental  or other  consents  requisite  for such  execution,
               delivery and performance are in full force and effect.

7              Taxes

               All  payments  to be  made  by the  Borrower  and  the  Guarantor
               hereunder   shall  be  made  free  and  clear  of  any   set-off,
               counterclaim,  deduction or  withholding.  If the Borrower or the
               Guarantor is required by law to make any deduction or withholding
               on account of tax or otherwise from any payment, the sum due from
               it in respect of such  payment  shall be  increased to the extent
               necessary to ensure that,  after the making of such  deduction or
               withholding, the Lender receives a net sum equal to the sum which
               it would have  received  had no  deduction  or  withholding  been
               required to be made.

8              Change in Circumstances

               If by reason of the  introduction  of or any  change in or in the
               interpretation  of any law or regulation  the Lender is liable to
               pay any tax (other than tax on the Lender's  overall net income),
               levy,  impost,  duty,  charge,  expense  or  fee  imposed  on  or
               calculated  by reference to any sum received or  receivable by it
               under this Agreement,  the Borrower will on demand  indemnify the
               Lender against such liability. Any determination by the Lender of
               the amount of any liability  shall be  conclusive  and binding on
               the Borrower and the Guarantor for all purposes.

9              Guarantee

               9.1 The Guarantor  irrevocably and unconditionally  guarantees to
               the Lender the due and punctual observance and performance of all
               the  terms  and  conditions  and  covenants  on the  part  of the
               Borrower contained in this Agreement.

                                        4

<PAGE>

9.2            The  Guarantor  agrees  to pay from time to time on demand by the
               Lender any and every sum or sums of money  which the  Borrower is
               at any time liable to pay to the Lender under or pursuant to this
               Agreement  and which has become due and  payable but has not been
               paid at the time such demand is made.

9.3            The Guarantor  indemnifies the Lender on demand against any cost,
               loss  or  liability  suffered  by the  Lender  if any  obligation
               guaranteed by it is or becomes unenforceable, invalid or illegal.
               The amount of the cost,  loss or liability  shall be equal to the
               amount which the Lender  would  otherwise  have been  entitled to
               recover.

9.4            This  guarantee is a continuing  guarantee and will extend to the
               ultimate  balance  of  [illegible]  payable  by the  [illegible],
               regardless of any [illegible] payment or discharge in whole or in
               part.  The  obligations  of the Guarantor  hereunder  will not be
               affected by an act, omission, matter or thing which, but for this
               Clause, would reduce, release or prejudice any of its obligations
               hereunder  (without  limitation and whether or not known to it or
               the Lender) including:

9.4.1          any time,  waiver or consent granted to, or composition with, the
               Borrower or any other person;

9.4.2          the release of the Borrower under the terms of any composition or
               arrangement with any creditor thereof;

9.4.3          any incapacity or lack of power,  authority or legal  personality
               of or  dissolution  or  change  in the  members  or status of any
               person;

9.4.4          any  amendment  (however  fundamental)  or  replacement  of  this
               Agreement;

9.4.5          any unenforceability,  illegality or invalidity of any obligation
               of any person hereunder; or

9.4.6          any insolvency or similar proceedings.

9.5            Until all amounts which may be or become  payable by the Borrower
               hereunder have been  irrevocably paid in full, the Guarantor will
               not   exercise  any  rights  which  it  may  have  by  reason  of
               performance by it of its obligations  hereunder to be indemnified
               by the  Borrower  or to take the benefit (in whole or in part and
               whether by way of  subrogation or otherwise) of any rights of the
               Lender.

10             Events of Default

               If any of the  following  events occurs and so long as it remains
               unremedied,  the Lender may be notice to the Borrower declare the
               Loan,  together with accrued interest,  to be immediately due and
               repayable, whereupon such amounts shall be immediately repaid and
               the Term Loan cancelled: that is to say if:

10.1           the Borrower  fails to pay any sum due hereunder on the due date;
               or

10.2           any  representation  or  warranty  made  by the  Borrower  or the
               Guarantor  in  or  in  connection  with  this  Agreement  or  any
               certificate,  statement  or  document  delivered  or  made by the
               Borrower or the  Guarantor  pursuant  hereto  proves to have been
               incorrect or inaccurate when made; or

                                       5

<PAGE>

10.3           any  indebtedness  of the Borrower or the  Guarantor for borrowed
               money becomes due and payable,  or capable of being  declared due
               and payable, prior to its specified maturity; or the Borrower or
               the  Guarantor  fails to repay any borrowed  money when due or to
               pay any sum due to be paid by it under any guarantee; or

10.4           the  Borrower or the  Guarantor  is unable or fails or admits its
               inability  to pay its  debts as they  fall due or makes a general
               assignment  for  the  benefit  of,  or a  composition  with,  its
               creditors; or

10.5           a resolution  is passed or a petition is presented in relation to
               the Borrower or the  [illegible]  of an  administration  order in
               respect of it; or

10.6           an  encumbrancer  takes  possessions  or a liquidator,  receiver,
               administrative  receiver or similar officer is appointed over all
               or any part of the  undertaking  or assets of the Borrower or the
               Guarantor   or   any   liquidation,    bankruptcy,    insolvency,
               re-organisation  or  similar  proceedings  are  instituted  by or
               against  the  Borrower  or the  Guarantor  in  any  jurisdiction,
               including,  in  the  case  of the  Guarantor,  a  dismissal  of a
               petition  in  bankruptcy  for lack of assets  (Abweisung  mangels
               Masse); or

10.7           (a) the Purchaser ceases to own the legal and beneficial title to
               the Shares (as defined in the Share  Purchase  Agreement)  or (b)
               the  Borrower ceases  to  be a wholly  owned  subsidiary  of  the
               Guarantor.

11             Indemnity

               The  Borrower  shall  indemnify  the Lender  against  any damage,
               claim,  cost, loss or expense  incurred by the Lender as a result
               of  default  by the  Borrower  in the due  payment of any sum due
               under this  Agreement  or any other breach by the Borrower of any
               of the provisions of this Agreement.

12             Benefit of Agreement

12.1           This Agreement  shall bind and  [illegible]ure  to the benefit of
               each party hereto and their respective successors and assigns but
               neither the Borrower nor the Guarantor may assign or transfer its
               rights or obligations hereunder without the prior written consent
               of the Lender.

12.2           The Lender may assign or transfer all or any of its rights and/or
               obligations  under this Agreement to any of its subsidiaries (and
               for  this  purpose  may  disclose  to  a  potential  assignee  or
               transferee such information  about the Borrower and the Guarantor
               and this Agreement as it thinks fit).

13             Set-off

               The  Lender  may  set-off  any  matured  obligation  due from the
               Borrower  or  the   Guarantor   hereunder   against  any  matured
               obligation owed by the Lender to the Borrower or, as the case may
               be,  the  Guarantor.   If  the   obligations   are  in  different
               currencies,  the Lender may convert either obligation at a market
               rate of exchange in its usual  course of business for the purpose
               of the set-off.

                                        6

<PAGE>


14             Notices

14.1           Each  notice,  request,  demand or other  document to be given or
               made  hereunder  shall  be in  writing,  (i) if by way of  letter
               (unless  that  party  has by 15 days'  notice  specified  another
               address),   addressed  to  the  relevant  party  at  the  address
               identified  with  its  signature  below  or (ii) if by way of fax
               (unless  that  party  has by 15 days'  notice  specified  another
               number),  be made to such party to the fax number identified with
               its signature below.

14.2           Any notice,  request,  demand or other communications to be given
               or made to the  Borrower  or, as the case may be,  the  Guarantor
               shall  be  deemed  made  (i)  when   [illegible]   by   facsimile
               transmission) or (ii) when left at the address mentioned above or
               ten days after posting  addressed as required  above (if given or
               made by letter).

15             Miscellaneous

15.1           "Account" means the bank account in the name of the Borrower held
               with HSBC Bank, The Cross,  Gloucester,  Gloucestershire GL1 2AP,
               sort code 40-22-09, account number 01630067.

15.2           "Business  day" means a day (other  than a Saturday or Sunday) on
               which banks generally are open for business in London.

15.3           "Loan" means the aggregate  amount  outstanding from time to time
               under the Term Loan.

15.4           "Purchaser"   means   Baumwall   "7"  Einhundertachtundachtzigste
               Verwaltungsgeselleschaft mbH.

15.5           "Share  Purchase  Agreement"  means the share  sale and  purchase
               agreement  dated on or about the date of this Agreement  between,
               inter alia, the Lender as seller and the Purchaser.

15.6           "(pound)" and "sterling" denote the lawful currency of the United
               Kingdom.

15.7           All  payments  to be  made  by the  Borrower  and  the  Guarantor
               hereunder  shall be made in sterling and in same day funds to and
               for  account  of the  Lender  at  such  account  as it  may  have
               notified.

15.8           All  sums  falling  due  hereunder  by way of  interest  shall be
               calculated  on the  basis of a year of 365  days  for the  actual
               number of days elapsed.

15.9           A person who is not a party to this  Agreement has no right under
               the  Contracts  (Rights of Third  Parties) Act 1999 to enforce or
               enjoy the benefit of any term of this Agreement.

16             Evidence of debt

16.1           The Lender shall  maintain in accordance  with its usual practice
               accounts evidencing the amounts owing to it hereunder.

                                        7


<PAGE>

16.2           In any legal action or proceeding arising out of or in connection
               with this Agreement,  the entries made in the accounts maintained
               pursuant to Clause 16.1 shall (save for manifest  error) be prima
               facie  evidence of the  existence  and  amounts of the  specified
               obligations of the Borrower.

17             Partial invalidity

               If, at any time,  any  provisions of this Agreement is or becomes
               illegal, invalid or unenforceable in any respect under any law of
               any   jurisdiction,    neither   the   legality,    validity   or
               enforceability  of the  remaining  provisions  nor the  legality,
               validity or enforceability of such provision under the law of any
               other [illegible].

18             Counterparts

               This Agreement may be executed in any number of counterparts, and
               this has the same effect as if the signatures on the counterparts
               were on a single copy of this Agreement.

19             Law and jurisdiction

19.1           This Agreement shall be governed by English law.

19.2           The courts of England shall have exclusive  jurisdiction  to hear
               and  decide  any  action  or  proceedings   which  may  arise  in
               connection  with this  Agreement  ("Proceedings")  and,  for this
               purpose,  each party  irrevocably  submits to the jurisdiction of
               the courts of England.

19.3           Process  by which any  Proceedings  are begun in  England  may be
               served on the Borrower  or, as the case may be, the  Guarantor by
               being delivered in accordance  with Clause 14. Nothing  contained
               in Clause 14  affects  the  right to serve  process  in any other
               manner permitted by law.

19.4           Without  prejudice to any other mode of service allowed under any
               relevant law, the Guarantor:

19.4.1         irrevocably  appoints  the  Borrower  as its agent for service of
               process in relation to any proceedings  before the English courts
               in connection  herewith  (which  appointment  the Borrower hereby
               irrevocably accepts); and

19.4.2         agrees  that  failure  by a  process  agent to  notify  it of the
               process will not invalidate the proceedings concerned.

20             Waiver

               The  Lender  hereby  waives  any Event of  Default  in respect of
               clause 10.7 of the Overdraft Facility Agreement which arises as a
               result  of the  transfer  of the  shares  pursuant  to the  Share
               Purchase Agreement.

                                       8

<PAGE>


This Agreement has been entered into on the date stated at the beginning of this
Agreement.



________________________________________
For and on behalf of the Borrower            )
SCHOLZ & FRIENDS LONDON                      )
LIMITED                                      )

Address:
        --------------------------------
        --------------------------------
        --------------------------------
Attn:   --------------------------------
Fax:    --------------------------------
Tel:    --------------------------------


________________________________________
For and on behalf of the Lender              )
BATES UK LIMITED                             )

Address:
        --------------------------------
        --------------------------------
        --------------------------------
Attn:   --------------------------------
Fax:    --------------------------------
Tel:    --------------------------------


________________________________________
For and on behalf of the Guarantor           )
SCHOLZ & FRIENDS GROUP GmbH                  )

Address:
        --------------------------------
        --------------------------------
        --------------------------------
Attn:   --------------------------------
Fax:    --------------------------------
Tel:    --------------------------------


                                       9
<PAGE>


                                                            [letterhead]








[ ] April 2003


Dear Sirs

[Ref.:]

As you are aware Cordiant Communications Group plc ("CCG") and Bates Deutschland
Holding GmbH ("Bates") are currently  considering a number of strategic  options
relating  to the  shares of Scholz & Friends  AG  ("Scholz")  held by Bates (the
"Shares") which may result in a sale of the Shares (the "Transaction").

We understand that as part of the  Transaction  process you,  comprising  Thomas
Heilmann,   Sebastian  Turner,   and  Christian   Tiedemann   (collectively  the
"Management  Team"),  may wish to explore the possibility of making an offer for
the Shares through a company to be formed by you or on your behalf ("Newco") and
in  conjunction  with as yet  unidentified  providers of debt and equity finance
("MBO  Financers") (an "MBO", and the proposal,  the "MBO  Proposal").  Also, as
part of the Transaction  process,  CCG and its investment  bankers,  UBS Warburg
("UBS") may identify  certain  potential  purchasers for the Shares  ("Potential
Purchasers")  other  than  MBO  Financers.  Such  Potential  Purchasers  and MBO
Financers are collectively hereinafter referred to as "Investors".

A  number  of  potential  conflict  issues  may  arise  in  the  context  of the
Transaction  and,  on behalf of Bates and of CCG,  we are  writing to you with a
view to ensuring  that such issues  shall from and after the date of this letter
be managed in accordance with the terms of this letter.

<PAGE>


1.   Legal and other obligations to Scholz

1.1  As employees  employed by Scholz and as directors of Scholz, the members of
     the Management  Team have a range of statutory,  fiduciary and  contractual
     obligations  in respect of Scholz.  Amongst  other  things,  these  include
     obligations:

     1.1.1  to act in good  faith in the best  interests  of  Scholz  and not to
            misuse information;

     1.1.2  to avoid positions of conflict  between your personal  interests and
            [illegible]  employment  to your own  advantage or otherwise  for an
            improper purpose; and

     1.1.3  to continue to devote your full  working-time  and  working-power to
            the discharge of your duties as employees and directors of Scholz.

1.2  The primary  duty of the members of the  Management  Team remains to act in
     the best interests of Scholz at all times,  and supporting the  Transaction
     shall not deflect the members of the Management Team from the  requirements
     of Scholz.  The terms of this letter, and any consents granted by CCG under
     it, do not vary or lessen the legal and contractual duties that the members
     of the Management Team owe as directors and employees.

1.3  In  accordance  with the  statutory  duties of each of the  members  of the
     Management Team as  representatives of Scholz the members of the Management
     Team shall  procure with all  diligence of a prudent  businessman  that the
     budgets and other financial information prepared in relation to Scholz will
     be prepared in good faith and will fairly  represent the genuine  prospects
     for Scholz.

1.4  It is understood  that this  paragraph 1 does not create any  obligation or
     liability of the Management Team vis-a-vis CCG, Bates or any third party.

2.   Disclosure of Information to Investors

     The  Management   Team,  CCG  and  Bates   (individually,   a  "Party"  and
     collectively,  the  "Parties")  agree  that  in  the  given  situation  the
     Transaction  is in the  primary  interest  of CCG and Bates and at the same
     time in the best  interest of Scholz.  Therefore,  the Parties  will act in
     good faith in order to conclude the  Transaction as soon as possible and to
     protect and respect  their  individual  interests in the  Transaction  in a
     balanced manner. For that purpose the Parties agree upon the

                                        2

<PAGE>


     following  rules of procedure for the process of submitting  information on
     Scholz to potential investors:

2.1  No Party  shall  disclose,  discuss  or enable  access to any  confidential
     information  relating  to the  business  or affairs of Scholz to any person
     (including, without limitation,  Investors, the Management Team, financiers
     or  equity   participants   or  proposed   financiers  or  proposed  equity
     participants) except:

     2.1.1  to any other Party and its advisers,  provided  that these  advisers
            are    [illegible]   or    contractual    obligation   to   maintain
            confidentiality with regard to any information communicated;

     2.1.2  to  Agreed  Investors  (as  defined  in  paragraph  2.4)  and  their
            advisers, subject to paragraph 2.4 to 2.10;

     2.1.3  as part of any process of gathering  information required for a data
            room relating to the  Transaction,  provided that only (i) employees
            of Scholz and (ii) advisors who are under a statutory or contractual
            obligation to maintain  confidentiality  with regard to  information
            obtained in the  exercise of their  professional  functions  will be
            involved in such process;

     2.1.4  in the ordinary  course of business and where that business does not
            relate  directly or  indirectly to the  Transaction,  subject to the
            provisions of the second sentence of paragraph 3 hereof; or

     2.1.5  to the extent that  disclosure of  information is required by law or
            by the rules or regulations of any stock exchange or self-regulatory
            body.

2.2  Each  member  of  the  Management  Team  shall,  for  the  duration  of the
     Transaction process:

     2.2.1  report to CCG promptly on material developments within Scholz to the
            extent  permitted  under  Sec.  93  para.  1  of  the  German  Stock
            Corporation  Act (AktG) and Sec. 14 para. 1 no. 2 German  Securities
            Trade Act (WpHG);

     2.2.2  keep CCG  regularly  informed  of  progress  in  relation to the MBO
            Proposal by email on a weekly  basis as long as such MBO Proposal is
            pursued by the Management Team.

                                      3
<PAGE>


2.3  For the duration of the  Transaction  process each member of the Management
     Team shall assist CCG to conduct and implement the  Transaction in a timely
     and  lawful  manner in  accordance  with the terms of this  letter  and any
     applicable   law  or  rules  or   regulations  of  any  stock  exchange  or
     self-regulatory  body, including making, to the extent permitted under Sec.
     93 para. 1 of the German Stock  Corporation  Act (AktG) and Sec. 14 para. 1
     no. 2  German  Securities  Trade  Act  (WphG),  timely,  full and  accurate
     disclosure  to  CCG,  to the  best  of the  knowledge  and  ability  of the
     respective  member of the  Management  Team,  of any  matters  of which the
     respective  member of the Management Team is aware to be relevant to CCG or
     Scholz in considering,  implementing or making a  recommendation  regarding
     the transaction.  [illegible]  pursuant to Sec. 328 German Civil Code (BGB)
     from all  necessary  external  costs  relating  to the  Transaction.  It is
     understood,  that CCG shall not be required to  indemnify  Scholz for or to
     bear any costs that relate to the MBO.  Prior to incurring  any such costs,
     Scholz  shall  inform  CCG of the cost to be  incurred  and  procure  CCG's
     consent to proceed  with the action it  proposes to take that will cause it
     to incur such costs. It is further  understood that prior to the signing of
     this letter agreement Scholz has incurred costs relating to the Transaction
     that it has informed CCG are in the  approximate  amount of 85,000 EUR. CCG
     shall   promptly   reimburse   Scholz  for  such  costs  upon   receipt  of
     documentation supporting such costs.

2.4  CCG and the  Management  Team hereby  authorize UBS Warburg to hand out the
     Information  Memorandum  compiled  by UBS  Warburg to Agreed  Investors  as
     defined hereafter.

     "Agreed  Investors"  shall mean the Investors  listed in Schedule 2.4(a) to
     this  letter (as  approved by the  resolution  of the  management  board of
     Scholz  attached  to this  letter as  Schedule  2.4(b))  that have signed a
     confidentiality  agreement  with  UBS or CCG  substantially  in the form of
     Schedule  2.4(c) to this letter  pursuant to which Scholz is a  third-party
     beneficiary  in the meaning of or  comparable  to  (depending on applicable
     law) Sec. 328 of the German Civil Code  (Vertrag  zugunsten  Dritter)  (the
     "Confidentiality  Agreement"),  provided  that CCG  confirms to Scholz that
     such Investor is interested in a possible acquisition of CCG's shareholding
     in Scholz and  provided CCG  confirms to Scholz that under  applicable  New
     York law,  Scholz is a third-party  beneficiary  under the  Confidentiality
     Agreement  entered into by UBS with such Agreed Investor and under New York
     law has the same rights to enforce breaches of that agreement by the Agreed
     Investor  that cause damage to Scholz as if it had been a signatory to such
     Confidentiality  Agreement.  Additions  to the list of  Investors  included
     under  Schedule  2.4(a) may be agreed  between  CCG and Scholz from time to
     time. A copy of each Confidentiality Agreement will be submitted to Scholz.
     With  respect  to  Investors  who  are  MBO  Financiers,  CCG  shall  grant
     permission for any

                                       4
<PAGE>


     such MBO Financer to engage in  conversations  directly with the Management
     Team in the event that the Confidentiality Agreement that such MBO Financer
     has entered  into with either UBS or CCG  contains a provision  prohibiting
     direct conversations between such MBO Financer and the Management Team.

2.5  CCG and the Management Team agree that access to the data room assembled by
     the Management Team and to be opened at the offices of Haarmann  Hemmelrath
     in Berlin  (the  "Data  Room") and to  meetings  and  discussions  with the
     Management Team will be granted to an Agreed Investor.

2.6  Subject to 2.7  hereof,  the  Management  Team will  disclose  all  further
     written or verbal information (in addition to the information  contained in
     the  Information  Memorandum and the Data Room) that may be requested by an
     Agreed  Investor  to CCG,  provided  that CCG  confirms to Scholz that such
     Investor has submitted an indicative offer to acquire the Shares. CCG shall
     pass on this information to the Investors, provided that CCG shall have the
     right to decide in its sole  discretion  to what  extent  this  information
     shall be passed on to Investors other than MBO Financers.  It is understood
     that UBS intends to request  Agreed  Investors  to submit  such  indicative
     offer,  if any,  within ten weeks  from the end of their  visit to the data
     room. It is  understood  that the  Management  Team is entitled to disclose
     further  written or verbal  information  to MBO Financers or their advisors
     directly  provided that the Management Team also discloses such information
     to CCG and UBS immediately after such disclosure to such MBO Financer(s) or
     their advisors.

2.7  If an Agreed Investor is a competitor of Scholz,  the Management Team shall
     disclose customer  contracts and employment  agreements with the members of
     the management board and with senior employees  ("Special  Information") to
     such  Investor if CCG  confirms to Scholz  that the  Investor  and CCG have
     agreed  on all  material  terms of a share  purchase  agreement.  CCG shall
     indemnify  the  Management  Team from and against all  liability  to Scholz
     incurred as a result of the misuse of Special Information by the respective
     Investor in  violation  of the  Confidentiality  Agreement,  provided  that
     Scholz shall have  asserted and pursued its claim for damages  against such
     Investor  resulting from such  misappropriation  in every  economically and
     legally  reasonable  way.  It is  understood  that  Investors  that are not
     competitors  of Scholz will have access to Special  Information  during the
     data room review.

2.8  All information disclosed to Agreed Investors will also be submitted to CCG
     and UBS by way of admission to the data room and the ability of CCG and UBS

                                       5
<PAGE>


     to make copies of any and all documents  contained in the data room. In the
     event that  additional  information  is requested by Agreed  Investors  the
     provisions of paragraph 2.6 shall apply.

2.9  Any disclosure of confidential  information to investors who are not Agreed
     Investors,  including  the content and timing of such  disclosure,  will in
     each  case  be  jointly  agreed  by CCG  and  the  Management  Team.  It is
     understood that the Parties may  independently  engage in preliminary talks
     with persons potentially interested in acquiring the Shares or in financing
     such  acquisition,  provided  that no  confidential  information  regarding
     Scholz and the Shares must be disclosed to such persons.

2.10 The members of the Management  Team shall not  intentionally  misinform any
     Investor.  If any  member  of the  Management  Team  becomes  aware  of any
     inconsistency  in the  information  it has  provided,  it must  immediately
     notify the misinformed party and CCG.

3.   Confidentiality

     The Parties  shall keep all details  concerning  the  Transaction  strictly
     confidential.  This shall not apply to the extent  that (i)  disclosure  of
     information  is required by law or by the rules or regulations of any stock
     exchange or self-regulatory body, such as, without limitation, the UKLA, or
     (ii)  customers  of Scholz  have to be  informed  about  the  status of the
     Transaction  in  order  to  protect  the  relationship  to  such  customer,
     provided,  however,  that CCG is  informed of such  disclosure  immediately
     afterwards.

4.   No representation

     CCG shall not intentionally misinform the members of the Management Team or
     any Investor.  It is understood  that CCG is not obliged to disclose to the
     Management Team any purchase prices offered by Investors.

5.   Shares of the Management Team

     5.1  The  members of the  Management  Team who own shares of Scholz or have
          options to acquire  shares of Scholz shall not enter into any purchase
          and sale agreement or similar  contract  regarding  Scholz shares with
          any potential buyer of these shares or its advisers,  lenders or other
          associated  parties,  without the prior  written  consent of CCG,  nor
          shall members of the

                                       6

<PAGE>


          Management Team directly or indirectly  acquire  additional  shares of
          Scholz, or procure that any third party do so.

     5.2  In the event a member of the  Management  Team breaches his obligation
          under Sec.  5.1, he shall be subject to a  contractual  penalty of EUR
          500,000,000  without  prejudice to any  potential  claims for damages,
          and,  additionally,  forfeiting  his or her  right to  participate  in
          incentivisation  arrangements  which may be proposed to the Management
          Team.

6.   Withdrawal

     CCG reserves the right to:

     6.1  reject any MBO Proposal  and/or to not further  consider an MBO at any
          time; and/or

     6.2  withdraw from the Transaction at any time.

     The Management Team reserves the right to withdraw from the MBO Proposal at
     any time.

7.   Other Matters

     7.1  References in this letter to the Management  Team includes each member
          of the Management Team. The obligations of the Management Team in this
          letter are joint and several.

     7.2  In the event  individual  provisions of this letter  should,  in their
          entirety  or  partially,  be or become  invalid or  impracticable  the
          validity  of  the   remaining   provisions  of  the  letter  shall  be
          unaffected.  Instead of the invalid or  impracticable  provision  such
          reasonable  provision  shall  apply  which  corresponds  as closely as
          legally  possible  to what the  Parties - if they had  considered  the
          matter  initially in light of such  invalidity or  impracticability  -
          would have agreed  according  to the sense and purpose of this letter.
          It is explicitly  understood  and agreed by the Parties to this letter
          that none of the  obligations  and rights set forth herein shall be in
          conflict with the applicable  German law, and as a result, a provision
          in conflict with German law is void without  affecting the validity of
          the remainder of this letter.

     7.3  The  obligations   resulting  from  this  letter  will  end  upon  the
          occurrence of the first of the following events:

                                       7

<PAGE>


           - at closing of the Transaction,
           - in case of a withdrawal of CCG according to paragraph 6.2 or
           - on September 30th 2003.
          The  parties  will  agree  on an  extension  of the  duration  of this
          agreement, if needed.

     7.4  This letter  shall be governed by and  construed  in  accordance  with
          German Law.


If you have any  questions or wish to discuss any aspect of this letter,  please
do not hesitate to telephone.

Could you please confirm that you understand and accept the terms of this letter
by signing and returning the enclosed duplicate copy.

Yours faithfully


We accept the terms of the above letter

          /s/ [illegible]
          -----------------------------
          /s/ [illegible]
          -----------------------------
          /s/ [illegible]
          -----------------------------

                                       8


<PAGE>


                                Schedule 2.4(a)

                                Agreed Investors


Havas
Interpublic Group
TBWA
Omnicom
Publicis Groupe SA

Electra Europe (MBO Financer)

     This shall in each case include all subsidiaries of the Agreed Investors.

                                       9