Exhibit 4.20




                              DATED 29th January 2003



                        CORDIANT COMMUNICATIONS GROUP PLC


                                  ANDREW BOLAND








                                SERVICE AGREEMENT

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                                      INDEX


Parties

Agreement

1        Definitions                                                           1
2        Employment                                                            1
3        Duties                                                                2
4        Remuneration and Expenses                                             2
5        Hours of Work and Holidays                                            5
6        Place of Work                                                         5
7        Confidentiality                                                       5
8        Inventions                                                            6
9        Group Reconstruction and Change of Control                            7
10       Termination                                                           9
ii       Action to be taken upon Termination                                  10
12       Conflict of Interest                                                 10
13       Restrictions following Termination                                   11
14       General                                                              14
15       Schedule and Notices                                                 15
16       Governing Law and Jurisdiction                                       15
         The Schedule                                                         17

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                                SERVICE AGREEMENT

DATE:     29th January                                                      2003


PARTIES:



1         CORDJANT  COMMUNICATIONS  GROUP PLC  (Company  Number  1320869)  whose
          registered office is situated at 121-141 Westbourne Terrace, London W2
          6JR ("the Company")

2         ANDREW  BOLAND of 25  Chessfield  Park,  Little  Chalfont,  Amersham,
          Bucks. HP6 6RU ("the Director")

AGREEMENT

1         Definitions

1.1       In this  Agreement  the  following  words  shall  bear  the  following
          meanings:-

1.2       Group  Company:  shall mean and include any company which is from time
          to  time  a  holding  company  or  subsidiary  of the  Company  or any
          subsidiary  of  any  such  holding  company  ("holding   company"  and
          "subsidiary"  having the  meanings  ascribed to them by Section 736 of
          the Companies Act 1985 (as amended by Section 144 of the Companies Act
          1989));

1.3       the Board:  shall mean the Board of Directors as constituted from time
          to time of the Company;

1.4       the Remuneration  Committee:  shall mean the Remuneration Committee of
          the Board as constituted from time to time.

2         Employment

2.1       The Company agrees to appoint the Director and the Director  agrees to
          serve the Company as Finance  Director  of the Company  subject to the
          terms and conditions hereinafter contained.

2.2       Subject as hereinafter  provided,  the Director's employment hereunder
          shall be deemed to commence  with effect from 1 January 2003 and shall
          continue thereafter unless and until terminated by either party giving
          the other not less than 12 months'  notice in writing  expiring at any
          time.

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3         Duties

3.1       During the continuance of his employment hereunder:-

3.1.1     the Director  shall  perform  such duties and exercise  such powers in
          relation to the business of the Company or of any Group Company as may
          from  time to time be  assigned  to or  vested in him by the Board and
          shall at all times and in all respects  conform to and comply with the
          reasonable  directions and regulations made by the Board. The Director
          shall  perform such services for any Group  Company  (without  further
          remuneration except as otherwise agreed) and shall accept such offices
          in any such companies as the Board may require;

3.1.2     the Director shall well and faithfully serve the Company and the Group
          Companies  and use his best  endeavors to promote,  develop and extend
          their  businesses  and  interests  and shall devote his whole time and
          attention to the duties of his office.

3.2       If either party gives notice to terminate this Agreement, the Director
          agrees:

3.2.1     that for a period  not  exceeding  the  period of notice in Clause 2.2
          above the Board may in its absolute discretion require the Director to
          perform  only such duties as it may  allocate to him or not to perform
          any of his duties and may  require  him not to have any  contact  with
          clients  or  customers  of the  Company or any Group  Company  nor any
          contact (other than purely social  contact) with such employees of the
          Company and any Group Company as the Board shall determine  and]or may
          exclude him from any  premises of the Company or of any Group  Company
          (without providing any reason for doing so); and

3.2.2     that such action on the part of the  Company  shall not  constitute  a
          breach of this Agreement nor shall the Director have any claim against
          the Company in respect of any such action;

          PROVIDED always that throughout such period the Director's  salary and
          contractual  benefits  shall not cease to be paid or provided  (unless
          and until his employment is terminated).

4         Remuneration and Expenses

4.1       The Company shall pay to the Director by way of  remuneration  for his
          services  hereunder a salary at the rate of  (pound)250,000  per annum
          subject to deduction of tax and national  insurance  contributions  in
          accordance with the Company's regular payroll  practices.  Such salary
          shall be inclusive of any  director's  fees payable to the Director by
          the Company or any Group Company and  accordingly  either the Director
          shall pay over or procure to be paid over to the Company all such fees
          received or receivable by him or his  remuneration  hereunder shall be
          reduced pro tanto. The said salary shall be payable by equal monthly

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          instalments  in  arrears  on the day  appointed  by the  Board for the
          payment of employees'  salaries or pro rata where the Director is only
          employed hereunder during part of the month.

4.2       The Company  may in  addition to the salary  referred to in Clause 4.1
          above,  pay to the  Director by way of bonus such  further sum or sums
          (if any) at such time or times and in such manner as the  Remuneration
          Committee may in its absolute  discretion from time to time determine.
          The Remuneration  Committee shall in its absolute  discretion prior to
          each  financial  year end of the Company  determine for such financial
          year the  Director's  target bonus which shall be paid subject to the
          satisfaction of performance targets set by the Remuneration Committee.
          The Director shall not be entitled to any bonus payment in relation to
          a financial  year if, on the date the bonus for that financial year is
          payable,  the  Director  is  not  employed  by the  Company  or if the
          Director  has served or been served with notice of  termination  on or
          prior to that date.

4.3       The Company shall also pay to the Director all reasonable  travelling,
          hotel and other out-of-pocket  expenses which are properly incurred by
          him in or about the performance of his duties  hereunder and for which
          vouchers (if so required) are provided to the reasonable  satisfaction
          of the Board and the  Company  shall be  entitled  to deduct  from the
          Director's salary expenses  unreasonably or improperly  charged by the
          Director to the account of the Company.

4.4       The  Company  shall  provide  and  maintain  (including  the  costs of
          repairing,  taxing and insuring the same together with the  reasonable
          costs  of  petrol  oil and  other  running  expenses  incurred  by the
          Director)  a motor  car of a value  commensurate  with the  Director's
          position in the Company for the performance of his duties,  such motor
          car to be changed from time to time in  accordance  with the Company's
          policy  regarding  replacement  vehicles.  The  Director  shall  be at
          liberty to use such car for his private purposes but shall:-

4.4.1     take  good  care  of the car  and  procure  that  the  provisions  and
          conditions of any policy of insurance relating thereto are observed;

4.4.2     not  permit  such car to be taken out of the  United  Kingdom  for his
          private purposes without the written consent of the Company;

4.4.3     comply with any directions from time to time given by the Company with
          regard to motor  vehicles  provided  by the Company for the use of its
          staff; and

4.4.4     return the car to the Company's registered office immediately upon the
          determination of his employment hereunder.


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          PROVIDED  THAT the  Director  shall  ensure that the car is  carefully
          used,  maintained  and  serviced  and shall  return it to the  Company
          forthwith upon demand by the Board.

4.5       The  Director  agrees that he is entitled to use the car only while he
          continues  to be  employed  by the  Company  and is not in  receipt of
          benefits under the permanent  health and disability  insurance  scheme
          referred  to in  Clause  4.9 and  that he will  return  the car to the
          Company  immediately  upon the date of  termination  of his employment
          under this  Agreement  or, if earlier,  the date on which he starts to
          receive such benefit. The Director shall not be entitled to retain the
          car as a purported  set-off or otherwise  against any claim by him for
          damages from the Company.

4.6       If for any reason the Director is disqualified from driving, he shall,
          if the Company in its absolute  discretion so determines,  cease to be
          entitled to the use of the car during the period of  disqualification.
          The Director shall upon demand return the car to the Company and shall
          not be entitled to any compensation or payment in lieu of the car.

4.7       During the  continuance  of the  Director's  employment  hereunder the
          Company shall pay into one or more pension  schemes or arrangements as
          may be agreed between the Company and the Director, any sum or sums as
          may be from time to time agreed  between the Company and the  Director
          subject to applicable  Inland Revenue  limits or statutory  limits and
          the rules of the relevant scheme or arrangement.

4.8       The Company will use its best endeavours to procure that the Director,
          his spouse (or partner) and children  shall be entitled to participate
          in such scheme of private  medical  insurance  as may be adopted  from
          time to time by the Company  (subject always to the rules and terms of
          such scheme from time to time).

4.9       The Director shall  participate  from the  commencement  hereof in the
          Company's  life  assurance  and,  subject  always to Clause  10.1.1.2,
          permanent health  insurance  schemes as such may be in force from time
          to time  (subject  always to the rules and terms of such  schemes from
          time to time).

4.10      Pursuant to the Employment  Rights Act 1996,  the Director  authorises
          the Company to deduct any sum due from the  Director to the Company or
          any Group  Company  from any salary or other  remuneration  (including
          without  limitation  any payment to be made to the Director in lieu of
          notice)  accrued  to him in  consideration  of his  employment  by the
          Company  (whether or not actually paid during the  continuance  of his
          employment) and to retain it.

4.11      If the Director receives benefits under the scheme of permanent health
          and disability insurance referred to in Clause 4.9, he shall no longer
          be entitled to receive any remuneration or other benefits under this

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          Agreement (including,  without limitation,  any salary, bonus, company
          car, private medical insurance, life insurance, pension contributions,
          or grants or  payments  under  any  share or  incentive  scheme of the
          Company).

4.12      Upon  termination of his employment,  the Director shall have no claim
          against  the  Company or any Group  Company  for loss  arising  out of
          ineligibility  to exercise any share options  granted to him under any
          share option or incentive  scheme operated by the Company or any Group
          Company and the rights of the Director  shall be determined  solely by
          the rules of the applicable scheme in force at the date of termination
          of his employment.

4.13      Any benefit  that the Director  receives  from the Company that is not
          referred to in this Agreement is discretionary  and a benefit to which
          the Director is not contractually entitled.

5         Hours of Work and Holidays

5.1       Subject to the terms of the  Schedule,  the Director  shall conform to
          such hours of work as may from time to time  reasonably be required of
          him and shall not be entitled to receive any  additional  remuneration
          for work outside his normal hours.

5.2       The Director agrees that the limit on weekly working time contained in
          Regulation  4 of the Working Time  Regulations  1998 does not apply to
          him. The Company and the Director agree that the  Director's  consent,
          for the  purposes  of this  Clause 5.2,  shall  continue  indefinitely
          Provided  That the Director  may withdraw  such consent at any time by
          giving the Company three months' notice of his wish to do so.

5.3       In addition to the usual public holidays the Director shall subject as
          mentioned  in  the  Schedule  hereto  be  entitled   without  loss  of
          remuneration  to 25 days holiday in each year to be taken at such time
          or times as may be approved by the Board.  Any  entitlement to holiday
          remaining at the end of any holiday year shall lapse  without  payment
          in lieu.

6         Place of Work

          The Director  shall  perform his duties at any place within the United
          Kingdom  as the Board  may  require  from time to time for the  proper
          performance  and  exercise  of his  duties  and  powers  and he may be
          required to travel  abroad on the business of the Company or any Group
          Company.

7         Confidentiality

7.1       The Director shall not (except in the proper performance of his duties
          hereunder)  either during the continuance of his employment  hereunder
          or at any time after the determination thereof divulge to any person

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          whomsoever or make use of and shall use his best endeavours to prevent
          the   publication   or   disclosure  of  any  trade  secret  or  other
          confidential information concerning the business,  finances, dealings,
          transactions  or affairs of the Company or any Group Company or of any
          of their respective  customers or clients  entrusted to him or arising
          or  coming  to his  knowledge  during  the  course  of his  employment
          hereunder or otherwise.

7.2       The Director shall upon the termination of his employment hereunder or
          (if the Company so requires)  following  the Company  giving notice to
          the Director and exercising its rights under Clause 3.2.1  immediately
          deliver up to or at the  direction  of the  Company  all price  lists,
          customer lists,  correspondence and other documents,  papers, computer
          discs and other such records and all property belonging to the Company
          or any Group Company or any of its or their customers or clients which
          may have been prepared by him or have come into his  possession in the
          course of his  employment  hereunder  and shall not  retain any copies
          thereof.

8         Inventions

8.1       Any  discovery  or  invention  or secret  process  or  improvement  in
          procedure or any trade mark or design or copyright made, discovered or
          produced by the Director in the course of his employment  hereunder in
          connection with or in any way affecting or relating to the business of
          the  Company  or of any Group  Company  or  capable  of being  used or
          adapted for use therein or in connection  therewith shall forthwith be
          disclosed  to the  Company  and shall  belong  to and be the  absolute
          property  of the  Company or such Group  Company  as the  Company  may
          nominate for the purpose.

8.2       The Director hereby waives absolutely and  unconditionally all and any
          moral  rights  which the Director  might  otherwise  obtain or have by
          virtue of Section 77 and 80 of the Copyright,  Designs and Patents Act
          1988 which relate to any works created by or involving the Director in
          the course of his employment hereunder.

8.3       The  Director  shall (at the  request  and  reasonable  expense of the
          Company)  sign all such  documents and perform all such acts as may be
          required  fully  to  vest  all  such  rights  in the  Company  (or its
          nominee).

8.4       The Director  acknowledges  that the extent, if any, of the protection
          sought in  relation  to the  matters  referred to in Clause 8 shall be
          decided by the Company in its sole and  absolute  discretion  and that
          accordingly  the  Director  shall not  (whether  during or after  this
          employment)  apply  or join in  applying  for any  patent,  registered
          design,  trade mark or other equivalent  protections without the prior
          written approval of the Company.


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9         Group Reconstruction and Change of Control

9.1       If before  the  expiration  or  determination  of this  Agreement  the
          employment of the Director  hereunder shall be terminated by reason of
          the liquidation of the Company for the purposes of  reconstruction  or
          amalgamation  and he shall be offered  employment  with any concern or
          undertaking  resulting from such  reconstruction  or  amalgamation  on
          terms and conditions not less favourable  (financially and in personal
          status) than the terms of this  Agreement  then he shall have no claim
          against the Company in respect of the  termination  of his employment
          hereunder.

9.2       If for any reason the Director shall either:-

9.2.1     at the Company's request resign as a director of the Company; or

9.2.2     be removed from office as a director of the Company

          then  notwithstanding  his so ceasing to be a director this  Agreement
          shall not  automatically  determine and the Director  shall  thereupon
          (and without any claim  against the Company in respect of such loss of
          office)  become a manager or other  executive  of the  Company (as the
          Board may require) and all the terms and  conditions of this Agreement
          shall  with  the  necessary   variations   apply  to  the   Director's
          appointment as such manager or other executive of the Company.

9.3       The Company may  terminate  the  Director's  employment  forthwith and
          without  prior notice  within two (2) years of a Change of Control (as
          defined in paragraph 9.4). In such  circumstances,  the Company shall,
          except where such  termination is effected  pursuant to Clause 10.1.1,
          subject to deduction of applicable tax:

9.3.1     pay to the Director a lump sum in cash equivalent to the aggregate of:

9.3.1.1   18  months'  salary  (as  at  the  date  the   Director's   employment
          terminates); and

9.3.1.2   a sum equal to the cost the Company  would have  incurred in providing
          the Director  with the benefits  referred to in Clauses 4.4,  4.5, 4.6
          and 4.7 had the  Director's  employment  continued  for a period of 18
          months following the date the Director's employment terminated; and

9.3.1.3   any bonus(es) due to the Director pursuant to Clause 4.2 in respect of
          the  period  prior to the date the  Director's  employment  terminated
          together  with an amount equal to the bonuses the Director  would have
          received had he remained  employed  for a further 18 months  following
          the date the  Director's  employment  terminated on the basis that:-

          the Director  would have achieved his target bonus (as at the date the
          Director's employment terminated; and


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          bonus  entitlements,  for the purpose of this  Clause 9.3,  accrue pro
          rata  from day to day in  respect  of any part  financial  year of the
          Company  prior to the date the  Director's  employment  terminated  or
          prior to the end of such 18 month period.

9.4       "Change of Control" shall, for the purposes of this Agreement, mean:

9.4.1     the  acquisition  by any person,  together with any person  "acting in
          concert"  with that person (as  defined in the City Code on  Takeovers
          and Mergers),  of shares carrying more than fifty percent (50%) of the
          voting rights at general meetings of the Company;

9.4.2     during any period of two  consecutive  years  beginning  on or after 1
          January  2003,  individuals  who  at  the  beginning  of  such  period
          constituted  the Board and any new  director  (other  than a  director
          designated by a person described in Clause 9.4.1 above) whose election
          by the Board or nomination for election by the Company's  shareholders
          was approved by a vote of at least  two-thirds of the  directors  then
          still in office who either  were  directors  at the  beginning  of the
          period or whose  election or nomination for election was previously so
          approved  (unless the  approval  of the  election  or  nomination  for
          election of such new  directors  was in  connection  with an actual or
          threatened  election  or  proxy  contest),  cease  for any  reason  to
          constitute at least a majority thereof;

9.4.3     the  shareholders of the Company approve a merger or  consolidation of
          the Company with any other company, other than:

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

9.4.3.2   a merger or consolidation  effected to implement a recapitalisation of
          the Company (or similar  transaction) in which no "person" (as defined
          above in Clause  9.4.1)  acquires more than fifty percent (50%) of the
          combined voting power of the Company's then outstanding securities; or

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


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9.5       If  following  termination  of  the  Director's  employment  hereunder
          pursuant to Clause 9.3, the Director is offered alternative employment
          with the Company or any Group Company, the amounts payable pursuant to
          Clause 9.3.1 above shall be reduced by the  aggregate of the salary or
          fees  payable and a sum equal to the cost  incurred in  providing  the
          Director  with  the  benefits,  if any,  in  connection  with  his new
          employment for a period of 18 months following the date the Director's
          employment is so terminated.

9.6       The amounts payable  pursuant to this Clause 9 shall be in lieu of any
          notice,  or other  benefits  or  payments  to which the  Director  may
          otherwise be entitled on termination of this Agreement.

10        Termination

10.1      This Agreement shall be subject to termination:-

10.1.1    by the Company by summary notice in writing and without payment of any
          kind in lieu of notice or otherwise:-

10.1.1.1  if the Director shall become of unsound mind or be or become a patient
          for the purpose of any statute relating to mental health;

10.1.1.2  if the Director  shall at any time be prevented by illness or accident
          from performing his duties for a period of 6 consecutive  months or if
          he shall be absent  from his duties by reason of  illness or  accident
          for more than 180 working days in any consecutive twelve months except
          where  such  incapacity  arises out of the  performance  of his duties
          hereunder;

10.1.1.3  if the Director shall have committed any serious breach or repeated or
          continued  (after  warning)  any  material  breach of his  obligations
          hereunder or shall have  committed any act tending to bring himself or
          the Company or any Group  Company  into  disrepute  or shall have been
          declared bankrupt or compounded with his creditors generally;

10.1.1.4  if the  Director  shall be or become  prohibited  by law from  being a
          director of a company;

10.1.1.5  if for any reason the Director shall  otherwise than at the request of
          the Company resign as a director of the Company;

10.1.2    by either party giving notice to the other in  accordance  with Clause
          2.2 above provided that the Company may at its sole  discretion  elect
          to terminate the contract  immediately in consideration of the payment
          by the  Company  to the  Director  within  seven  days of the  date of
          termination of a sum amounting to such  proportion of the basic salary
          payable  hereunder  for the period of notice (or part  thereof)  which
          would otherwise have been served in accordance with the provisions of


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          this  sub-paragraph  subject  to the  deduction  of tax  and  national
          insurance;

10.2      The  termination  by the  Company of this  Agreement  shall be without
          prejudice to any claims which the Company may have for damages arising
          from  any  breach  thereof  by  the  Director   giving  rise  to  such
          termination.

10.3      In the event that this Agreement is terminated by the Company  without
          giving due notice or making  payment in lieu with the result  that the
          Director  makes any claim for damages for breach of contract  then the
          Company may (at its option and without  such action being taken as any
          admission  of  liability  on the  part of the  Company)  elect to make
          monthly  payments on account of damages to the  Director  and PROVIDED
          THAT  such  payments  are  made  and  the  Director  is not in a worse
          financial  position  on such  monthly  basis  than  if his  employment
          hereunder had not been  terminated then the Director may not institute
          or  prosecute  any  proceedings  for  damages  for breach of  contract
          against the Company.

10.4      If a  disciplinary  matter arises  involving  the Director,  he may be
          suspended  on such terms and  conditions  as the Board may  reasonably
          determine  provided that his salary and benefits  shall not be reduced
          or withheld.

11        Action to be taken upon Termination

11.1      Upon the  termination of this Agreement  howsoever  arising or (if the
          Company  so  requires)  following  the  Company  giving  notice to the
          Director  and  exercising  its rights  under Clause 3.2.1 the Director
          shall  immediately  resign  without  claim for  compensation  from his
          office as a director of the Company  and such  offices  held by him in
          any of the Group  Companies as may be so requested  and should he fail
          to do so the Company is hereby irrevocably  authorised to appoint some
          person in his name and on his behalf to sign and do any  documents  or
          things necessary or requisite to give effect thereto.

12        Conflict of Interest

12.1      The Company respects the right of the Director to engage in activities
          outside his  employment  with the Company that are of a private nature
          and which do not  adversely  affect or interfere  with his  employment
          hereunder.  The  Director  agrees that during the  continuance  of his
          employment  hereunder he will not without the prior written consent of
          the Board:-

12.2      directly or indirectly  engage or be interested in any other  business
          or undertaking  which would or might compete with the business for the
          time being of the Company or any Group Company with whose  business he
          has been involved (other than the holding solely for


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          investment  purposes of less than 5% of any  securities of any company
          whose  securities  are listed or quoted on any  recognised  investment
          exchange in the United Kingdom); or

12.3      hold any directorship other than in connection with the performance of
          his duties  hereunder.  The Company  expects the  Director to use good
          business  judgement,  high ethical standards and common honesty in all
          his dealings with the Company and any Group Company  during the course
          of his employment hereunder.

13        Restrictions following Termination

13.1      The  Director  acknowledges  that the  goodwill  of the  Company  lies
          primarily in its dealings and relationships  with the clients by which
          it is  retained  and for which it works and without  prejudice  to the
          generality  of  the  foregoing  in  particular  in  the  relationships
          established  between  its  clients  and its  employees.  The  Director
          further acknowledges that the relationship between the Company and its
          clients is one of absolute  confidence  and trust  which the  Director
          agrees to respect since the Director is likely to obtain in the course
          of his  employment  hereunder  confidential  information  relating  to
          clients of the Company or any Group  Company  including  (but  without
          limitation)  corporate  and  business  plans,  projections,  financial
          details and projections,  information relating to products or services
          and planned projects or services,  marketing and advertising plans and
          in addition information  regarding the servicing of clients' needs and
          the  supply by the  Company  of it  services  to them  including  (but
          without  limitation)  details  regarding  fee  levels  and  commission
          charges and  structures.  The Company expects the Director to use good
          business  judgement,  high ethical standards and common honesty in all
          his business  dealings with the Company and any Group Company and with
          any client of the Company or any Group Company at all times during the
          course of his  employment  hereunder  and  following  the  termination
          (howsoever  arising) of such  employment.  The Director agrees that he
          will not at any time after the termination of his employment hereunder
          (howsoever  arising)  either  personally  or by his agent or otherwise
          directly or indirectly:-

13.1.1    represent  himself as being in any way connected with or interested in
          the business of the Company or any Group Company;

13.1.2    use or  communicate  or divulge or discuss  with any  person,  firm or
          company any  confidential  information  (as set out above) relating to
          the affairs or business of the Company or any Group  Company or any of
          their  respective  clients  prepared,  compiled or generated by him or
          coming into his  possession or made  available to him in the course of
          or as a consequence of his employment  hereunder  except to the extent
          that such  information  is properly  already  within the public domain
          save as a result  of a breach  by the  Director  of the  terms of this
          Agreement;

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13.1.3    communicate  to  any  person,  concern,   undertaking,  firm  or  body
          corporate  anything  which is  intended to or which will or may damage
          the reputation or good standing of the Company or any Group Company.

13.2      The  Director  further  agrees that be will not (in each case  whether
          directly  or  indirectly  and  whether  for  his  own  account  or  in
          partnership  with another or others either as principal or as servant,
          agent, consultant or officer of another):-

13.2.1    during the period of twelve calendar months  following the termination
          of  his  employment  hereunder  (howsoever  caused)  deal  with,  seek
          employment or engagement  with, be employed or engaged by or engage in
          business  with or be in any way  interested  in or connected  with any
          business which competes with any business carried on by the Company or
          any Group Company as at the date of  termination  of this Agreement in
          which the  Director  was involved on behalf of the Company at any time
          within the 12 months immediately  preceding the date of termination of
          this  Agreement  or,  where the  Director is  required  not to perform
          duties pursuant to Clause 3.2, at any time in the 12 months  preceding
          the date when he is notified of that requirement;

13.2.2    during the period of twelve calendar months  following the termination
          of his employment hereunder (howsoever caused):-

13.2.2.1  seek employment with;

13.2.2.2  be employed or engaged by;

13.2.2.3  represent;

13.2.2.4  deal with in an advisory or service supplying capacity;

13.2.2.5  supply  services  the  same as or  similar  to those  supplied  by the
          Company or any Group Company to;

13.2.2.6  engage in or undertake any advertising or related business for

          any Client (as defined  below) with whom he has had personal  dealings
          or  on or  for  whose  account  or  business  he  has  worked  or  had
          responsibility  during  the  period  of  twelve  months  prior  to the
          termination  of this Agreement (or where he is not required to perform
          duties pursuant to Clause 3.2, at any time in the 12 months  preceding
          the date when he is  notified  of that  requirement)  in relation to a
          product  or  service  which is the same as or  similar to a project or
          service  of the  Client  with or for which the  Director  has had such
          dealings or responsibility during such period;

13.2.3    during the period of twelve calendar months  following the termination
          of his employment hereunder (howsoever caused) canvass, solicit,

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<PAGE>

          interfere  with or in any other way  endeavour  to win or attract away
          from the Company or any Group  Company all or part of the  business of
          any Client (as defined  below) for the  purposes of  providing to that
          Client  services  which are the same or similar to those  which he has
          been involved in providing to that Client at any time in the 12 months
          preceding  the  termination  of  this  Agreement  or  where  he is not
          required to perform duties  pursuant to Clause 3.2, at any time in the
          12 months preceding the date when he is notified of that requirement;

          For the  purposes of this Clause 13 the word  "Client"  shall mean any
          person, firm or company who is or was a customer or client of or by or
          for whom the  Company  or any  Group  Company  is or was  retained  or
          engaged or carries or carried out any work or for all or part of whose
          business  the Company or any Group  Company  made a  presentation  (or
          other  similar  offering of  services) in each case at any time within
          the period of twelve  calendar  months prior to the termination of the
          Director's  employment hereunder or where the Director is not required
          to perform duties pursuant to Clause 3.2, at any time in the 12 months
          preceding the date when he is notified of that requirement;

13.2.4    during the period of twelve calendar months  following the termination
          aforesaid  either on his own account or for any other person,  firm of
          company  solicit the  services of or endeavour to entice away from the
          Company or any Group  Company any  director,  or senior or  managerial
          employee  or  consultant  who is employed or engaged by the Company or
          any Group Company who is known  personally to him (whether or not such
          person  would  commit  any breach of his  contract  of  employment  or
          engagement by reason of leaving the service of such company) nor shall
          the  Director  knowingly  employ or aid or assist  in or  procure  the
          employment of any other person, firm or company of any such person;

13.2.5    during the period of twelve calendar months  following the termination
          aforesaid  interfere or seek to interfere  with  contractual  or other
          trade  relations  between the Company or any Group  Company and any of
          its or their suppliers.

13.3      While the  restrictions  aforesaid are considered by the parties to be
          reasonable in all the  circumstances  it is agreed that if any of such
          restriction  shall  taken  alone or  together be adjudged to go beyond
          what is reasonable in all the  circumstances for the protection of the
          legitimate  interests of the Company or any Group Company but would be
          adjudged  reasonable  if part of the wording  thereof were deleted the
          said restrictions shall apply with such words deleted.

13.4      The Director hereby agrees that he will at the request and cost of the
          Company enter into a direct  agreement or  undertaking  with any Group
          Company   whereby  he  will   accept   restrictions   and   provisions
          corresponding to the restrictions and provisions  herein contained (or
          such of them as may be appropriate in the  circumstances)  in relation
          to

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<PAGE>

          such  services  and such area and for such  period as such  company or
          companies may  reasonably  require for the  protection of its or their
          legitimate interests.

13.5      The  Director  agrees  that  having  regard to the  facts and  matters
          aforesaid the restrictive  covenants  herein  contained are reasonable
          and necessary for the  protection of the  legitimate  interests of the
          Company and the Group  Companies  and the Director  agrees that having
          regard to those  circumstances  those covenants do not work harshly on
          him.

13.6      The restrictions  contained in each sub-clause of Clause 13.2 shall be
          construed as separate and  individual  restrictions  and shall each be
          capable of being severed without  prejudice to the other  restrictions
          or to the remaining provisions.

13.7      The Director shall not knowingly at any time make any untrue statement
          in  relation to the  Company or any Group  Company  and in  particular
          shall not after the termination of his employment hereunder wrongfully
          represent  himself as being  employed by or connected with the Company
          or any group Company.

14        General

14.1      The Director authorises the Company or any Group Company in accordance
          with  the  provisions  of  the  Data   Protection  Act  1998  and  any
          regulations made under it to process personal data including  (without
          limitation)  sensitive  personal  data relating to the Director and to
          transfer  such  information  outside the  European  Economic  Area (as
          defined from time to time).

14.2      The Director  acknowledges and gives his consent and  authorisation to
          the Company's monitoring of its communication and electronic equipment
          including, without limitation, the Company's telephone,  facsimile and
          e-mail systems, information stored on the Company's computer equipment
          (including floppy disks that are the property of the Company).

14.3      The Public  Interest  Disclosure Act 1998 protects  employees from any
          detriment in relation to certain  prescribed  disclosures  made in the
          public interest. For the purposes of the Act, the Director is required
          first  to  inform  Chief  Executive  Officer  of the  nature  of  such
          disclosure.  Failure to do so may result in disciplinary  action being
          taken.

14.4      The Director may be required  during the course of his  employment  to
          attend a doctor or clinic  nominated by the Company for the purpose of
          a  comprehensive  medical  examination  to  determine  his fitness for
          continued  employment  and shall  co-operate  in  ensuring  the prompt
          delivery  of the  relevant  report  to  the  Company.  If the  Company
          notifies the Director  that it proposes to obtain a medical  report in
          relation to the Director,  the Director  shall,  subject to his rights
          under

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<PAGE>

          the Access to Medical  Reports Act 1988,  do all things  necessary  to
          give effect to the Company's request.

14.5      The Director must notify the Company as early as possible on the first
          working day of absence of the reason for his  non-attendance  at work.
          Immediately  following the Director's return to work after a period of
          absence  of seven  days or less,  the  Director  shall if the  Company
          requests complete a self-certification form. For periods of absence of
          more than seven  consecutive  days. the Director shall, if the Company
          requests,  produce a doctor's  certificate  verifying that any absence
          from work is due to accident or ill-health and in default such absence
          shall be deemed to be unjustified.

15        Schedule and Notices

15.1      The  provisions  set out in the  Schedule  hereto  shall  apply  as if
          incorporated in this Agreement.

15.2      Notices may be given by either  party by pre-paid  first class post or
          by hand  delivery  addressed to the other party at (in the case of the
          Company) its registered  office for the time being and (in the case of
          the  Director) his last known  address.  Any such notice given by post
          shall be  deemed  to have been  served  on the  second  week day after
          despatch  (Saturdays and public  holidays  excepted) and any notice so
          given by hand shall be deemed to have been  served when  delivered  if
          delivered  during normal business hours or, if delivered  outside such
          hours,  at the next time after  delivery  when normal  business  hours
          commence.

15.3      The  determination  of this  Agreement  howsoever  arising  shall  not
          operate to affect such of the  provisions  hereof as are  expressed to
          remain in full force and with effect notwithstanding such termination.

15.4      This  Agreement  is in  substitution  for all  previous  contracts  of
          service or  contracts  for services or other  employment  arrangements
          between the Company or any Group Company and the Director  which shall
          be deemed to have been  terminated by mutual  consent as from the date
          on which this  Agreement  takes  effect but without  prejudice  to the
          rights,  liabilities  and obligations (if any) of either party accrued
          prior to the Commencement Date.

16        Governing Law and Jurisdiction

16.1      This Agreement  shall be governed by and construed in accordance  with
          the Laws of England.

16.2      The parties to this Agreement submit to the exclusive  jurisdiction of
          the English Courts as regards any claim, dispute or matter arising out
          of or relating to this Agreement.

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<PAGE>

Executed  as a deed  and  delivered  on the  date  set  out at the  head of this
Agreement








EXECUTED as a Deed by               )
CORDIANT COMMUNICATIONS             )
GROUP PLC acting by CHARLES SCOTT   ) /s/ Charles Scott
                                    )
and DENISE WILLIAMS                 ) /s/ Denise Williams





SIGNED as a Deed                    )
by the said ANDREW BOLAND           ) /s/ Andrew Boland
in the presence of:- REBECCA TAYLOR ) /s/ Rebecca Taylor


51B DAGNAN ROAD
LONDON
SW12 9LH


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<PAGE>

THE SCHEDULE

1         Hours of Work

          The Director's normal hours of work at the date hereof are from 9.30am
          to 5.3Opm  (Monday to Friday) and the Director  shall  conform to such
          hours of work as may  reasonably  be  required  of him for the  proper
          performance  of his  duties  hereunder  and shall not be  entitled  to
          receive any additional remuneration for work outside his normal hours.

2         Sick Pay

2.1       Until this Agreement is terminated  pursuant to sub-clause 10.1.1.2 of
          Clause 10.1 hereof the Director shall notwithstanding illness or other
          incapacity  remain  entitled to receive his salary  hereunder in full,
          such  payment  to be  inclusive  of any  statutory  sick pay or social
          security benefits to which he may be entitled.

2.2       Any payment of salary or provision  of benefits  shall be inclusive of
          any  statutory  sick pay or  social  security  benefits  to which  the
          Director may be entitled  subject  always to the  provisions of Clause
          10.1.1.2.

3         Holiday Pay

          On the expiration or termination of this Agreement (except in the case
          of termination by the Company pursuant to the provisions of sub-clause
          10.1.1 hereof) the Director may at the option of the Company be paid
          holiday  pay in direct  proportion  to the number of months  served by
          him.

4         The Grievance Procedure

          In the event of the Director  wishing to seek redress of any grievance
          relating to his  employment he should in the first  instance raise his
          grievance with the Chief Executive Officer and if not concluded to his
          satisfaction the Director should Lay his grievance before the Board in
          writing and the Board shall afford the Director the  opportunity  of a
          full and fair hearing in respect thereof at the next Board Meeting and
          its decision on such grievance shall be final.

5         The Disciplinary Procedure

          There are no formal  disciplinary  rules applicable to the Director in
          view of the seniority of his position.

6.        Previous Employment

          For the  purpose  of the  Employment  Rights  Act 1996 the  Director's
          period of continuous  employment with the Company  commenced on 1 July
          1998.



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