EXHIBIT 4.17

          DATE                       4 July                       2003

                                 Conformed Copy

                        CORDIANT COMMUNICATIONS GROUP PLC

                         LIGHTHOUSE GLOBAL NETWORK, INC.
                              3319TH SINGLE MEMBER

                          SHELF TRADING COMPANY LIMITED

                              FD MWA HOLDINGS, INC.

                              SHARE SALE AGREEMENT

          relating to the sale of shares in those companies comprising
                  the Financial Dynamics International network

                                   Macfarlanes
                                10 Norwich Street
                                 London EC4A 1BD
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                                    CONTENTS
Clause                                                                      Page
  1              Definitions, interpretation and third party rights           1
  2              Conditions                                                   8
  3              Sale and purchase                                           10
  4              Consideration                                               10
  5              Period before Completion                                    11
  6              Completion                                                  14
  7              Completion Working Capital                                  16
  8              Vendor's Warranties                                         17
  9              Purchaser's Warranties, covenants and undertakings          19
 10              Taxation                                                    20
 11              Restrictive Covenants                                       20
 12              Confidentiality and announcements                           22
 13              Assignment                                                  23
 14              General                                                     23
 15              Notices                                                     25
 16              Governing law and jurisdiction                              27

  1              The Target Companies
  2              The Subsidiaries
  3              Apportionment of Consideration.
  4              Completion obligations of the Vendor
  5              Part 1: Vendor's Warranties
                 Part 2: Purchaser's Warranties
  6              Limitations on Liability
  7              The Properties
  8              Completion Accounts
  9              Tax Covenant
 10              Lexington Avenue Lease
 11              Table of Encumbrances

List of Agreed Form Documents

  A              Special Purpose Accounts
  B              Purchaser's Articles
  C              Deed of Assignment
  D              German Merger Filing
  E              Resolution
F1 to F27        Letters of Resignation
G1 and G2        Vendor's Power of Attorney and Stock Power
H1 to H9         Board Minutes
I                Announcement
J1 to J3         Deeds of Release
  K              Steps Paper
  L              Deed of Assignment of Benefit of Contracts
  M              Settlement Agreement
  N              Letter pursuant to Clause 5.11
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                              SHARE SALE AGREEMENT

DATE                                 4 July                                 2003

PARTIES

1    CORDIANT  COMMUNICATIONS  GROUP PLC  (registered in England and Wales under
     number  01320869) whose registered  office is at 1-5 Midford Place,  London
     W1T 5BH ("the Vendor")

2    LIGHTHOUSE  GLOBAL NETWORK,  INC. (a Delaware  corporation whose registered
     office is at  Corporation  Trust Center,  1209 Orange  Street,  Wilmington,
     County of New Castle, Delaware, USA)("the Designated Vendor")

3    3319TH SINGLE MEMBER SHELF TRADING COMPANY  LIMITED  (registered in England
     and Wales under number 4730626) whose registered office is at Holborn Gate,
     26 Southampton Buildings, London WC2A 1PB ("the Purchaser")

4    FD MWA HOLDINGS, INC. (a Delaware corporation whose registered office is at
     1201 Market Street,  Suite 1600,  Wilmington,  Delaware 19801, USA ("the US
     Purchaser").

INTRODUCTION

A    The Target Companies are private  companies  limited by shares.  Details of
     the Target Companies are set out in Schedule 1.

B    The Vendor and the Designated  Vendor have agreed to sell and the Purchaser
     and the US Purchaser have agreed to purchase, the sole legal and beneficial
     ownership of the Shares free from all Encumbrances on the terms and subject
     to the conditions set out in this Agreement.

AGREEMENT

1         Definitions, interpretation and third party rights

1.1       The Schedules  form part of this Agreement and have the same force and
          effect as if set out in the body of this  Agreement.  Any reference to
          this Agreement includes the Schedules.

1.2       In this  Agreement,  the  following  words  and  expressions  have the
          following meanings:-

          ABFD: means Ahrens & Behrent Financial Dynamics GmbH;

          ABFD Novation  Agreement:  the agreement entered into between Cordiant
          Holdings   GmbH  (1)  FDL  (2)  and  Ahrens  &  Behrent   Agentur  fur
          Kommunikation  GmbH dated 22 May 2003  relating to the transfer of the
          share of nominal value  (euro)12,500  in ABFD from  Cordiant  Holdings
          GmbH to FDL;

          the  Accounts:  the draft  accounts  in final form  (subject  to those
          matters set out in the Audit  Comfort  Letters) of each of FDL,  FDHL,
          C&FD (Holdings) Limited,
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          Corporate  &  Financial  Design  Limited,  FD  International  Limited,
          Financial  Dynamics S.A. and FD Ireland for the  accounting  reference
          period which ended on the  Accounts  Date  (comprising  in each case a
          balance sheet and profit and loss account,  related  schedules,  notes
          and directors' report);

          the Accounts Date: 31 December 2002;

          Acquisition Agreements: shall have the meaning set out in Clause 13.3;

          Actual  Completion Cash: the amount of the line item Cash At Bank & In
          Hand included in the column headed "Include in net debt?" (which,  for
          the  avoidance  of doubt,  are sums  which (a) are not  subject to any
          Encumbrance  at  Completion  and  (b)  can  lawfully  be  paid  on  or
          immediately  following  Completion),  as set  out in the  Annexure  to
          Schedule 8, as at 31 May 2003 (as adjusted by those actions which have
          been   undertaken  in  accordance   with  the  Steps  Paper  prior  to
          Completion);

          Actual Completion  Intra-Group Payables: in relation to each member of
          the Target Group, the intra-group  non-trading debt owed to any member
          of the Remaining  Vendor Group as at 31 May 2003 (as adjusted by those
          actions which have been  undertaken in accordance with the Steps Paper
          prior  to  Completion)  as  included  in  the  Actual  Completion  Net
          Indebtedness;

          Actual Completion Intra-Group Receivables:  in relation to each member
          of the Target Group, the intra-group  non-trading receivables due from
          any  member  of the  Remaining  Vendor  Group  as at 31 May  2003  (as
          adjusted by those  actions  which have been  undertaken  in accordance
          with the Steps  Paper prior to  Completion)  as included in the Actual
          Completion Net Indebtedness;

          Actual Completion Net  Indebtedness:  as defined in Part 1 of Schedule
          8;

          Actual  External  Debt:  the aggregate  amount of all those line items
          included in column  headed  "Include in net debt?" (other than Cash At
          Bank & In Hand, Net Group  Dividends,  Net Group Loan balances and Net
          Group Trading balances),  as set out in the Annexure to Schedule 8, as
          at 31  May  2003  (as  adjusted  by  those  actions  which  have  been
          undertaken in accordance with the Steps Paper prior to Completion);

          Advent Funds:  Global  Private Equity IV Limited  Partnership,  Global
          Private Equity IV-- A Limited Partnership,  Global Private Equity IV--
          B C.V.,  Global Private Equity IV-- C C.V., Global Private Equity IV--
          D Limited  Partnership,  Global  Private  Equity  IV-- E C.V.,  Advent
          Partners  GPE IV Limited  Partnership  and Advent  Partners II Limited
          Partnership;

          Affiliate:  in relation  to any party,  any  connected  person of that
          party, any subsidiary  undertaking or parent undertaking of that party
          and any subsidiary undertaking of that parent undertaking;

          the Agreed Form: the form agreed between and signed by or on behalf of
          the Vendor and the Purchaser;

          Asset Marketing SPA: the agreement entered into on 15 May 2003 between
          FD  International  Limited (1) and Garrott Dorland  Crawford  Holdings
          Limited

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          ("GDCHL")  (2)  relating  to the sale by FD  International  Limited to
          GDCHL of the issued share capital of Asset Marketing Limited;

          Audit Comfort Letters:  the letters dated on or about the date of this
          Agreement  from  KPMG to each  relevant  member  of the  Target  Group
          relating  to  matters  regarding  the  signing  and  auditing  of  the
          Accounts;

          the  Banks:  those  banks  party  to or  described  in the  Facilities
          Agreement;

          Base Exit Value: the aggregate amount of the equity and debt financing
          committed by the Advent Funds at  Completion  in  connection  with the
          acquisition of the Shares contemplated by this Agreement and including
          (i)  professional  costs  and (ii)  other  reasonable  costs  relating
          directly  thereto,  in each case incurred by the Advent Funds and such
          proportion  of  professional   costs  incurred  by  the  Purchaser  as
          corresponds  to the  percentage  of the equity shares in the Purchaser
          held  (directly  or  indirectly)  by  the  Advent  Funds   immediately
          following Completion;

          Business  Day: any day other than a Saturday,  Sunday or any other day
          which is a public holiday in England;

          Circular: shall have the meaning set out in Clause 2.4;

          the  Companies   Acts:   the   Companies   Act  1985,   the  Companies
          Consolidation  (Consequential  Provisions) Act 1985, the Companies Act
          1989 and Part V of the Criminal Justice Act 1993;

          Completion:  completion  of the sale and  purchase  of the  Shares  in
          accordance with this Agreement;

          Completion  Account:  the client account of the Vendor's Solicitors at
          the Royal  Bank of  Scotland  plc,  City  Office,  62/63  Threadneedle
          Street,  London EC2R 8LA (Macfarlanes Client No 1 Account No: 1538876,
          Sort Code 15-10-00) marked with the reference EJXH/567520;

          the Completion  Date: the Business Day following the date on which the
          last of the  conditions  specified  in  Clause 2 is  satisfied  or (if
          capable of waiver) waived in accordance with this Agreement;

          the Completion Statement:  the statement of Completion Working Capital
          and  Actual  Completion  Net  Indebtedness   prepared  and  agreed  or
          determined in accordance with Clause 7;

          Completion Working Capital: as defined in Part 1 of Schedule 8;

          Confidential  Information:  all  information not in the public domain,
          which the  Purchaser  shall have  received  or obtained at any time by
          reason of or in connection with the  transaction  contemplated by this
          Agreement, and the documents referred to in it;

          connected: has the meaning attributed to it by Section 839 of the ICTA
          1988;

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          the  Consideration:  the  aggregate of the sums  referred to in Clause
          4.1, as adjusted pursuant to Clause 4.3 and settled pursuant to Clause
          6;

          Deed of Assignment:  the deed relating to the assignment by the Vendor
          to the Purchaser of certain intellectual  property, in the Agreed Form
          marked "C", to be executed at Completion;

          the Deed of Assignment  of Benefit of Contracts:  the deed relating to
          the  assignment  by the Vendor to the  Purchaser of all its rights and
          benefits  under a Tax  Deed  dated  23 July  1999  between  (1)  those
          individuals named in Schedule 1 therein,  (2) Lighthouse Holdings (UK)
          Limited,  (3) FDHL and (4) FDL,  in the Agreed  Form  marked "L" to be
          executed at Completion;

          the  Disclosure  Letter:  the letter dated the date of this  Agreement
          from the Vendor to the Purchaser  making certain  disclosures  against
          the Vendor's Warranties;

          Encumbrance:   any  charge,   mortgage,   pledge,   security  interest
          (including any  guarantee,  indemnity,  conditional  sale agreement or
          sale and  leaseback  arrangement  having  the  effect  of  creating  a
          security interest), lien, option, right of pre-emption,  equity, power
          of sale,  right of set-off,  hypothecation  or other  analogous  third
          party right;

          Estimated  Completion Cash: a Vendor's  estimate of Actual  Completion
          Cash to be provided in accordance with Clause 5.7;

          Estimated Completion Net Indebtedness: the Vendor's estimate of Actual
          Completion Net  Indebtedness  to be provided in accordance with Clause
          5.7;

          Estimated Completion  Intra-Group  Payables:  the Vendor's estimate of
          Actual  Completion  Intra-Group  payables to be provided in accordance
          with Clause 5.7;

          Estimated Completion Intra-Group Receivables: the Vendor's estimate of
          Actual Completion Intra-Group  Receivables provided in accordance with
          Clause 5.7;

          Estimated External Debt: the Vendor's estimate of Actual External Debt
          provided in accordance with Clause 5.7;

          Exchange Rate: with respect to a particular  currency for a particular
          date the spot  rate of  exchange  (the  closing  mid  point)  for that
          currency into Pounds  Sterling on such date as published in the London
          edition of the Financial Times first published  thereafter or where no
          such rate is  published  in respect of that  currency for such date at
          the rate quoted by HSBC Bank plc as at the close of business in London
          as at such date;

          Exit: a Full Sale, a Partial Sale or a Listing;

          External Debt:  the aggregate  amount of all those line items included
          in the column headed "Include in net debt?" (other than Cash At Bank &
          In Hand,  Net Group  Dividends,  Net Group Loan balances and Net Group
          Trading  balances),  as set out in the  Annexure  to Schedule 8, as at
          Completion (as adjusted by those actions which have been undertaken in
          accordance with the Steps Paper prior to Completion);

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          Facilities  Agreement:  a  facilities  agreement  dated 4  July,  2000
          between  the Vendor as the Parent and certain of its  subsidiaries  as
          Borrowers and or Guarantors, The Bank of New York and HSBC Bank Plc as
          Arrangers,  the banks and financial institutions listed therein as the
          Banks,  HSBC Bank Plc as Agent,  Security  Trustee and Common Security
          Trustee,  The Bank of New York as Swingline  Bank and HSBC Bank plc as
          Overdraft Bank (each  capitalised term as defined therein) as amended,
          restated and supplemented from time to time;

          the  FD  Business:   the  pan-European  and  North  American  business
          communications  network  carried on by the Target  Group  carrying on,
          amongst  other  things,  financial  and  corporate  public  relations,
          investor relations,  employee and integration  communications,  crisis
          and issues management,  market  communication,  media and presentation
          training,  annual report  literature  production,  website  design and
          corporate reporting;

          FDHL:  Financial  Dynamics Holdings Limited  (particulars of which are
          set out in Schedule 1);

          FDHL  Deed of  Covenant:  the  deed of  covenant  dated  23 July  1999
          between,  inter alia,  Lighthouse  (UK) Limited (1),  FDHL (2) and FDL
          (3);

          FD Ireland:  Financial Dynamics Ireland Limited  (particulars of which
          are set out in Schedule 1);

          FDL: Financial  Dynamics Limited  (particulars of which are set out in
          Schedule 1);

          Full Sale:  the sale or transfer to a purchaser or  purchasers  of any
          interest in:

          (i)  all of the issued equity shares in the Purchaser; or

          (ii) all of the  undertaking  and  business of the  Purchaser's  Group
               (whether by way of sale by any member of the Purchaser's Group of
               assets and/or  liabilities and/or a sale of shares in one or more
               members of the Purchaser's Group),

          other  than a sale to a member of the  Purchaser's  Group or a sale or
          transfer  by a nominee  of a person  to  another  nominee  of the same
          person;

          German Merger  Filing:  the  application to be submitted to the German
          Federal  Cartel  Office  following  execution  of  this  Agreement  in
          accordance with Clause 2.4, in the Agreed Form marked "D";

          Group Company: in relation to any company, any body corporate which is
          from time to time a holding  company of that company,  a subsidiary of
          that company or a subsidiary of a holding company of that company;

          Holborn  Landlord:  together  Holborn Gate (Nominee  No.1) Limited and
          Holborn Gate (Nominee No.2) Limited;

          Holborn  Property:  the premises  comprising the Second Floor, Unit 2,
          Holborn Gate, 326-333 High Holborn, London WC1;

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          Initial Consideration: the sum referred to in Clause 4.1.1;

          Intellectual  Property:  patents,  rights  in  inventions,  registered
          designs,  design  rights,  copyright,  (including  rights in  computer
          software),  word rights,  database rights, trade marks, service marks,
          logos,  trade  or  business  names  and  domain  names,   confidential
          information,  rights  in  know-how  and  other  intellectual  property
          rights, in each case whether  registered or unregistered and including
          applications for the registration or grant of any such rights, and the
          rights to apply for the  registration  thereof and all rights or forms
          of  protection  having  equivalent or similar  effect  anywhere in the
          world;

          Interest:  the rate of eight per cent. per annum,  calculated (without
          compounding)  on a daily  basis for the period from the  relevant  due
          date for payment up to and including the date of actual payment;

          Intra-Group  Receivables:  in  relation  to each  member of the Target
          Group, the intra-group  non-trading receivables due from any member of
          the Remaining Vendor Group as at Completion;

          Irish Shares: the entire issued share capital of FD Ireland;

          Lexington  Avenue Lease:  the lease dated 14 December 1992 between 122
          East 42nd Street,  LLC and MWA, as amended by First Amendment of Lease
          dated 31 March 1993,  Second  Amendment  of Lease  dated 15  September
          1993, Third Amendment of Lease dated 2 July 1995,  Fourth Amendment of
          Lease dated 30 August 1996,  Fifth Amendment of Lease dated 14 January
          1997,  Sixth  Amendment  of  Lease  dated  25 June  1999  and  Seventh
          Amendment of Lease dated 31 May 2002;

          Listing:  the listing or admission to trading of the  Purchaser's,  or
          any holding  company's,  entire  issued share  capital on a recognised
          investment  exchange in respect of which a recognition  order has been
          made under the Financial Services and Markets Act 2000, section 290;

          Management:  Charles  Watson,  Dana Mulvihill and Declan Kelly,  being
          members  of  the  existing   management  of  the  Financial   Dynamics
          International network;

          MWA: Morgen-Walke  Associates,  Inc. (particulars of which are set out
          in Schedule 1);

          Noteholders:  holders of  US$175,000,000 of guaranteed senior notes of
          the Vendor;

          Partial Sale: the sale or transfer to a purchaser or purchasers of any
          interest in:

          (i)  issued shares together carrying more than 50% in aggregate of the
               voting  rights  attached  to  all  issued  equity  shares  in the
               Purchaser; or

          (ii) more than 50% in aggregate of the undertaking and business of the
               Purchaser's  Group  (whether  by way of sale by any member of the
               Purchaser's Group of assets and/or  liabilities  and/or a sale of
               shares in one or more members of the Purchaser's Group),

                                 6
<PAGE>

          other  than a sale to a member of the  Purchaser's  Group or a sale or
          transfer  by a nominee  of a person  to  another  nominee  of the same
          person and other than as  permitted  by Article 13 of the  Purchaser's
          Articles;

          the Parties: the parties to this Agreement;

          Performance  Bond: the performance bond entered into between HSBC Bank
          plc (1), Holborn Gate (Nominee No.1) Limited and Holborn Gate (Nominee
          No.2)  Limited  (2) and FDL (3)  relating to the lease  regarding  the
          Holborn Property;

          the Properties:  the leasehold  properties of the Target Companies and
          the Subsidiaries, details of which are given in Schedule 7;

          the  Purchaser's   Articles:   the  articles  of  association  of  the
          Purchaser's  ultimate  holding  company  to be  adopted at or prior to
          Completion, in the Agreed Form marked "B";

          the Purchaser's Group: the Purchaser and its Group Companies from time
          to time but excluding, for the avoidance of doubt, the Advent Funds;

          the  Purchaser's  Warranties:  the  warranties  set  out in  Part 2 of
          Schedule 5;

          Qualifying Exit: an Exit which occurs,  or in respect of which binding
          agreements  are  entered  into,  on or before the  expiry of  eighteen
          months following Completion;

          Qualifying  Exit Value:  the aggregate  cash proceeds  received by the
          Advent Funds on and as a result of a Qualifying  Exit and/or such cash
          as  may  be  received  at  any  time  by the  Advent  Funds  upon  the
          realisation  (whether  by  way  of  sale,  conversion,  redemption  or
          otherwise)  of any non-cash  proceeds  received by the Advent Funds on
          and as a result of a Qualifying  Exit, net of all taxes payable by the
          Advent  Funds in respect of such  proceeds  and the  reasonable  costs
          incurred  by or on  behalf  of the  Advent  Funds  in  achieving  such
          Qualifying Exit

          PROVIDED  THAT,  where the  proceeds  received on and as a result of a
          Qualifying  Exit  comprise  both  cash and  non-cash  proceeds  or all
          non-cash proceeds,  the taxes payable and reasonable costs incurred as
          referred  to above  shall (for the  purposes  of  calculating  the net
          amount)  (i)  (in the  case of a  combination  of  cash  and  non-cash
          proceeds)  be  divided  between  such cash and  non-cash  proceeds  in
          proportion  to the amount of cash and non-cash  proceeds  received and
          such  proportion  only as relates to the cash proceeds shall be netted
          off  against  such cash  proceeds  at that  time  with the  proportion
          attributable to the non-cash proceeds (or, if relevant, an appropriate
          proportionate part thereof) being netted off only at the time at which
          such  non-cash  proceeds (or, if relevant,  a proportion  thereof) are
          realised  for cash as  contemplated  above or (ii) (in the case of the
          entire proceeds being in non-cash form) be attributed to such non-cash
          proceeds  and  netted  off  only at the time at  which  such  non-cash
          proceeds  are  realised  for cash as  contemplated  above (and if such
          non-cash  proceeds are not realised for cash at one and the same time,
          such netting off shall be done on a proportionate basis),

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          PROVIDED  FURTHER  THAT,  in the  event  of any  dispute  between  the
          Purchaser  and the  Vendor  as to the  amount of the  Qualifying  Exit
          Value,  the Vendor and the Purchaser shall procure that the dispute is
          referred to an  independent  firm of chartered  accountants  as agreed
          between  the  Vendor and the  Purchaser  (or,  in the  absence of such
          agreement,  as  appointed by the  President  for the time being of the
          Institute  of  Chartered  Accountants  in England  and  Wales),  whose
          decision  as to the amount of the  Qualifying  Exit  Value  (acting as
          experts and not arbitrators) shall, save in respect of manifest error,
          be final and binding;

          Relevant CCG  Business:  the  businesses  carried on by the  Remaining
          Vendor Group other than those set out in Clause 11.1.12;

          Relevant  Employees:  has the meaning  given to it in  paragraph 14 of
          Part 1 of Schedule 5;

          the Remaining  Vendor Group: the Vendor and each or (as the context so
          requires)  all Group  Companies  of the Vendor,  other than the Target
          Companies and the Subsidiaries;

          Resolution:  the resolution to be proposed (if necessary) at a meeting
          of shareholders of the Vendor in the Agreed Form marked "E";

          Rights: shall have the meaning set out in Clause 13.3.1;

          Settlement Agreement: the agreements between the Vendor (1), FDHL (2),
          FDL (3),  EFG Reads  Trustees  Limited (4) and Nick Bennet and Others,
          relating to the settlement of potential employee claims, in the Agreed
          Form marked "M" to be entered into in accordance with Clause 5.10;

          the  Shares:  the shares  referred  to in  paragraph 8 of each part of
          Schedule 1;

          Special  Purpose  Accounts:  the financial  statements  for the Target
          Group as at the Accounts Date in the Agreed Form marked "A";

          Steps  Paper:  the paper  setting out the  proposed  sequence of steps
          agreed to be  implemented  relating to the repayment of  inter-company
          balances in, and the extraction of cash from, the Target Group, in the
          Agreed Form marked "K";

          the Subsidiaries: the subsidiaries of the Target Companies, details of
          which are set out in Schedule 2;

          the Target Companies:  FDHL, C&FD (Holdings) Limited, FD International
          Limited, MWA and FD Ireland;

          the Target Group: the Target Companies and each of the Subsidiaries;

          the Tax Covenant: the covenant contained in Schedule 9;

          a third party:  any person other than the Parties;

          UK GAAP: generally accepted accounting principles and practices in the
          United Kingdom by reference to all applicable SSAPs and FRSs;

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          UK  Shares:  the entire  issued  share  capital of each of FDHL,  C&FD
          Holdings Limited and FD International Limited;

          US Shares: the entire issued share capital of MWA;

          the Vendor's  Solicitors:  Macfarlanes of 10 Norwich  Street,  London,
          EC4A 1BD; and

          the Vendor's Warranties:  the warranties set out in Part 1 of Schedule
          5.

1.3       In this Agreement (unless the context requires otherwise):-

1.3.1     words and expressions which are defined in the Companies Acts have the
          same meanings as are given to them in the Companies Acts;

1.3.2     any  reference  to  a  statute,  statutory  provision  or  subordinate
          legislation  ("legislation")  shall (except where the context requires
          otherwise) be construed as referring to:-

          1.3.2.1   such  legislation  as amended and in force from time to time
                    and  to  any  legislation  which  (either  with  or  without
                    modification) re-enacts, consolidates or enacts in rewritten
                    form any such legislation; and

          1.3.2.2   any former  legislation which it re-enacts,  consolidates or
                    enacts in rewritten form

          provided  that  in  the  case  of  those  matters  which  fall  within
          sub-Clauses 1.3.2.1 and 1.3.2.2 above, as between the Parties, no such
          amendment  or  modification  shall  apply  for  the  purposes  of this
          Agreement  to the  extent  that it would  impose  any new or  extended
          obligation, liability or restriction on, or otherwise adversely affect
          the rights of, any Party;

1.3.3     any  reference  to an SSAP is to a Statement  of  Standard  Accounting
          Practice  adopted  by the  Accounting  Standards  Board  and  shall be
          construed as including a reference to:-

          1.3.3.1   any Financial  Reporting  Standard  issued by the Accounting
                    Standards  Board to amend,  withdraw or supersede  such SSAP
                    and  any  reference  to an FRS is to a  Financial  Reporting
                    Standard issued by the Accounting Standards Board; and

          1.3.3.2   any  Urgent  Issues  Task  Force  abstracts  issued  by  the
                    Accounting  Standards  Board to  advise on and  clarify  the
                    interpretation  of SSAPs  and FRSs and any  reference  to an
                    UITF  abstract is to an Urgent  Issues  Task Force  abstract
                    issued by the Accounting Standards Board;

1.3.4     any gender includes a reference to the other genders;

                                        9
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1.3.5     any reference to a "person"  includes a natural  person,  partnership,
          company, body corporate, association, organisation, government, state,
          foundation  and trust (in each case  whether  or not  having  separate
          legal personality);

1.3.6     any  reference  to the  Introduction,  a Clause or  Schedule is to the
          Introduction,  a Clause or Schedule (as the case may be) of or to this
          Agreement;

1.3.7     any  reference  to any other  document  is a  reference  to that other
          document as amended, varied,  supplemented,  or novated (in each case,
          other than in breach of the provisions of this Agreement) at any time;

1.3.8     "directly or indirectly"  means (without  limitation)  either alone or
          jointly  with any other  person and  whether on his own  account or in
          partnership with another or others or as the holder of any interest in
          or as officer, employee or agent of or consultant to any other person;

1.3.9     any  phrase  introduced  by  the  terms  "including",  "include",  "in
          particular"   or  any  similar   expression   shall  be  construed  as
          illustrative  and shall  not  limit  the sense of the words  preceding
          those terms; and

1.3.10    any reference to any English legal term for any action, remedy, method
          of judicial proceeding,  legal document, legal status, court, official
          or any legal  concept or thing shall,  in respect of any  jurisdiction
          other than England, be deemed to include what most nearly approximates
          in that jurisdiction to the English legal term.

1.4       The Index and Clause  headings  in this  Agreement  are  included  for
          convenience  only  and  do  not  affect  the  interpretation  of  this
          Agreement.

1.5       The  Parties  agree  that,  subject  always  to and save as  expressly
          provided in the provisions of this Clauses 1.5, Clause 9.8 and 13:-

1.5.1     no term of this Agreement shall be enforceable by a third party;

1.5.2     a person who is the  permitted  successor to or assignee of the rights
          of a Party is deemed to be a party to this Agreement and the rights of
          such successor or assignee  shall,  subject to and upon any succession
          or assignment  permitted by this Agreement,  be regulated by the terms
          of this Agreement; and

1.5.3     notwithstanding that any term of this Agreement may become enforceable
          by a third  party,  the terms of this  Agreement or any of them may be
          varied,  amended  or  modified  or this  Agreement  may be  suspended,
          cancelled, rescinded or terminated by agreement in writing between the
          Parties without the consent of any such third party.

1.6       Where  it is  necessary  to  determine  whether  a  monetary  limit or
          threshold  set  out  in  Schedule  6  (Limitations  on  Liability)  or
          elsewhere in this  Agreement has been reached or exceeded (as the case
          may be) and the value of any of the  relevant  claims  or the  subject
          matter of the whole or any part of the relevant  claim is expressed in
          a currency other than Pounds Sterling, the value of each such claim or
          the  subject  matter of the whole or any part of each such claim shall
          be translated into Pounds Sterling at the Exchange Rate on the date of
          receipt  of  written   notification  in  accordance  with  Schedule  6
          (Limitations on Liability) of

                                       10
<PAGE>

          the existence of such claim or the date of written notification of any
          other claims arising pursuant to, or for breach of, this Agreement (or
          where  such date is not a  Business  Day at the  Exchange  Rate on the
          first Business Day following such receipt).

2         Conditions

2.1       Completion shall be conditional upon:

2.1.1     the due passing without amendment by the shareholders of the Vendor in
          general  meeting  of the  Resolution,  to the extent  required  by the
          Listing Rules from time to time in force of the UK Listing Authority;

2.1.2     either the German Federal Cartel Office having cleared the transaction
          contemplated by this Agreement  pursuant to the applicable  provisions
          of the German Act against  Restraints  of  Competition,  Gesetz  Gegen
          Wettbewerbeschrankungen  ("GWB")  or  any  applicable  waiting  period
          pursuant to the GWB having elapsed;

2.1.3     Management,  or (in circumstances in which it lies within the Vendor's
          lawful  and  direct  control  not to breach)  the  Vendor,  not having
          knowingly  and  willingly  caused or  procured  a breach of any of the
          provisions  of Clauses 5.1 to 5.3 (and, in the case of any such breach
          or breaches which is/are capable of being  remedied,  the Vendor fails
          to remedy, or procure the remedy of, such breach or breaches within 10
          days of the relevant  breach or  breaches)  the result of which breach
          (and any other such breaches) would  reasonably be likely to result in
          the Purchaser  being entitled to recover  damages  pursuant to a claim
          made   under  or  for   breach   of  this   Agreement   in  an  amount
          exceeding(pound)5 million (assuming the Purchaser and the US Purchaser
          were to  complete  the  purchase of the Shares  under this  Agreement)
          (and, in the event of dispute  between the Purchaser and the Vendor as
          to the  reasonably  likely  level of  damages,  the matter may, at the
          election  of either the  Purchaser  or the  Vendor,  be  referred to a
          Queen's  Counsel  agreed  between  them (or,  in the  absence  of such
          agreement,  to a Queen's  Counsel  nominated by the  President for the
          time being of the Law Society),  such Queen's Counsel acting as expert
          and not arbitrator and whose opinion as to the reasonably likely level
          of damages  shall,  save in respect of  manifest  error,  be final and
          binding);

2.1.4     there  having been no breach of either  Clause  5.3.2 (in so far as it
          relates  to  paragraphs  4.1.1 and 4.1.2 of Part 1 of  Schedule  5) or
          Clause  5.4 (and,  in the case of any such  breach or  breaches  which
          is/are  capable  of being  remedied,  the Vendor  fails to remedy,  or
          procure the remedy of,  such breach or breaches  within 10 days of the
          relevant breach);

2.1.5     the  recapitalisation  of Financial Dynamics S.A. so as to rectify its
          negative net assets position existing as at the date of this Agreement
          in accordance with the Steps Paper.

2.2       The  Purchaser  may waive any of the  conditions  specified in Clauses
          2.1.2 to 2.1.5  (inclusive)  at any  time on or  before  11.59 pm on 6
          August 2003 provided that such waiver is express and is in writing.

                                       11
<PAGE>

2.3       The Vendor  shall use all  reasonable  endeavours  to ensure  that the
          conditions  specified in Clauses 2.1.1 and 2.1.5 are satisfied as soon
          as  practicable  and in any event not later  than 11.59 pm on 6 August
          2003 and (subject  always to the  fiduciary  duties of its  directors)
          shall despatch to its shareholders a circular containing the unanimous
          recommendation of the directors of the Vendor to vote in favour of the
          Resolution as soon as reasonably  practicable  following the execution
          of this Agreement.  The Vendor undertakes to convene the Extraordinary
          General Meeting  referred to in Clause 2.1.1 for a date on or before 6
          August  2003  and to use all  reasonable  endeavours  not to take  any
          action to adjourn such Extraordinary General Meeting.

2.4       The Purchaser undertakes to provide to the Vendor such information and
          cooperation  as may be  reasonably  requested by the Vendor to prepare
          the circular to be sent to the Vendor's  shareholders ("the Circular")
          incorporating,  inter alia, a notice of extraordinary  general meeting
          including,  inter alia, (and to the extent  necessary) the Resolution.
          The Vendor 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  all  reasonable  comments  made in a timely manner by the
          Purchaser  or  its  professional  advisers,   subject  always  to  the
          obligations of the Vendor under the Listing Rules from time to time in
          force  made by the UK Listing  Authority  an all  applicable  laws and
          regulations,  and to the  fiduciary  duties  of the  directors  of the
          Vendor.

2.5       The Purchaser  shall use all reasonable  endeavours to ensure that the
          condition   specified   in  Clause  2.1.2  is  satisfied  as  soon  as
          practicable  and in any event not later than  11.59  p.m.  on 6 August
          2003  (save  that the  Purchaser  shall not be  obliged  to accept any
          onerous  conditions  imposed by the German  Federal Cartel Office as a
          condition  of it giving  consent or to  undertake to dispose of all or
          part of the Target Group or to procure  that any other body  corporate
          in which any of the Advent Funds has  invested  disposes of all or any
          part of its  business  or  undertaking)  and shall  submit  the German
          Merger  Filing  to  the  German  Federal  Cartel  Office  as  soon  as
          reasonably practicable following the execution of this Agreement.

2.6       If each of the conditions set out in Clause 2.1 has not been satisfied
          (or, in the case of the  conditions  referred  to at Clauses  2.1.2 to
          2.1.5  (inclusive),  waived by the  Purchaser) by 11.59 pm on 6 August
          2003,  this Agreement  (except for the provisions of this Clause 2 and
          of Clauses 1 (Definitions,  interpretation and third party rights), 12
          (Confidentiality and announcements), 14.4 (Costs), 15 (Notices) and 16
          (Governing  law and  jurisdiction))  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 save in respect of
          Clauses 2, 1, 12, 14.4, 15 and 16.

2.7       If  Completion  does not  take  place  as a  result  of the  condition
          referred to in Clause  2.1.1 not being  satisfied  on or before  11.59
          p.m. on 6 August  2003,  the Vendor  shall pay to the  Purchaser  on 7
          August 2003 the sum of(pound)600,000 plus VAT (if any).

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<PAGE>

3         Sale and purchase

3.1       The  Vendor  shall  sell the UK Shares  and the Irish  Shares  and the
          Designated  Vendor shall sell the US Shares with full title  guarantee
          in each  case  free  from all  Encumbrances  and the  Purchaser  shall
          purchase the UK Shares and the Irish Shares and the US Purchaser shall
          purchase the US Shares with effect from and including  the  Completion
          Date to the intent  that as from that date all  rights and  advantages
          accruing to the Shares,  including any dividends or distributions paid
          on the  Shares  after that date  (including,  without  limitation,  in
          respect of dividends  declared  but not paid before that date),  shall
          belong to the Purchaser and the US Purchaser, as appropriate.

3.2       Neither  of the  Purchaser  and the US  Purchaser  shall be obliged to
          complete the purchase of any of the Shares  unless the purchase of all
          of the Shares is completed simultaneously.

4         Consideration

4.1       The Consideration for the Shares shall be the aggregate of:-

4.1.1     (pound)26,000,000  plus the  amount  by which  Actual  Completion  Net
          Indebtedness is greater than  (pound)zero or minus the amount by which
          Actual  Completion  Net  Indebtedness  is less  than  (pound)zero,  as
          adjusted   pursuant  to  Clause  4.3  (with  the  intention  that,  in
          calculating the Actual  Completion Net  Indebtedness,  amounts owed by
          members of the  Target  Group will be shown as  negative  numbers  and
          amounts  held by or owed to the  members of the  Target  Group will be
          shown as positive numbers); and

4.1.2     the sum (if any)  equal to 25% of the  amount by which the  Qualifying
          Exit Value in respect of the first  Qualifying Exit to occur following
          Completion  determined  at  the  relevant  time  as  set  out  in  the
          definition  of  Qualifying  Exit  Value  (when   aggregated  with  any
          Qualifying  Exit  Values  previously  determined  in  respect  of such
          Qualifying  Exit)  exceeds  the Base  Exit  Value,  less  any  amounts
          previously paid pursuant to this Clause 4.1.2.

4.2       The Consideration shall be satisfied in cleared funds as follows:-

4.2.1     as to the Initial  Consideration  on  Completion  in  accordance  with
          Clause 6.3.3 and following Completion in accordance with Clause 6.5;

4.2.2     as to the sum referred to in Clause 4.1.2, forthwith following receipt
          by the Advent Funds of cash  proceeds  pursuant to a  Qualifying  Exit
          whether  at  the  date  of  completion  of  such  Qualifying  Exit  or
          subsequently.

4.3       Within five Business Days after the final  agreement or  determination
          of the  Completion  Statement in  accordance  with the  provisions  of
          Clause 7:-

4.3.1     if the Completion Working Capital is less  than(pound)3,600,000,  then
          the Vendor  shall pay the  Purchaser  in cleared  funds the amount (if
          any)   by   which   the   Completion    Working    Capital   is   less
          than(pound)3,750,000; or

4.3.2     if the Completion Working Capital is greater than(pound)3,900,000 then
          the  Purchaser  shall pay the Vendor in  cleared  funds the amount (if
          any) by which the

                                       13
<PAGE>

          Completion Working Capital exceeds  (pound)3,900,000  PROVIDED THAT in
          no circumstances  shall the Purchaser be required to pay to the Vendor
          more than (pound)300,000 pursuant to this Clause 4.3.2;

          in each case together  with  Interest  from  Completion to the date of
          actual payment.

4.4       The  Purchaser  and the  Vendor  agree that the  apportionment  of the
          (pound)26,000,000   of  the  Initial   Consideration   (excluding  any
          adjustments  made  pursuant  to  Clause  4.3)  shall  be as set out in
          Schedule  3. Any  adjustments  to the  Initial  Consideration  made in
          accordance with this Agreement shall be made as between the members of
          the Target Group,  as  applicable,  in  accordance  with the amount of
          Completion  Working  Capital and Actual  Completion  Net  Indebtedness
          attributable to such members of the Target Group.

4.5       Any amount paid to the  Purchaser  or the US Purchaser in respect of a
          breach  of  any of the  Vendor's  Warranties  or  under  clause  8.10,
          Schedule 9 or any other  provision of this Agreement  shall be paid by
          way of a reduction in the Consideration.

5         Period before Completion

5.1       Subject to Clause 5.5, the Vendor undertakes to and covenants with the
          Purchaser  that  it  will  procure  that,  between  the  date  of this
          Agreement and  Completion,  the Target Group shall be run in the usual
          and ordinary course without material interruption  (preventable by the
          Vendor or any member of the Target  Group) or material  alteration  in
          the nature,  scope or manner of its  business  and  consistent  in all
          material respects with past practice.

5.2       Subject to Clause 5.5, the Vendor undertakes to and covenants with the
          Purchaser  that  it  will  procure  that,  between  the  date  of this
          Agreement and  Completion,  the Target Group shall not take any action
          which may reasonably be expected to have a material  adverse effect on
          the  business  conducted by the Target Group and that no member of the
          Target Group shall, without the prior written consent of the Purchaser
          and save as otherwise  contemplated  by this Agreement or in the Steps
          Paper:-

5.2.1     increase  the  authorised,  allotted  or issued  share  capital of any
          member of the Target Group;

5.2.2     offer or  grant an  option  over  the  whole or any part of its  share
          capital, whether issued or unissued or issue any obligations which are
          convertible into shares in any member of the Target Group;

5.2.3     modify any of the rights  attached  to any of the Shares or any shares
          in any of the Subsidiaries;

5.2.4     capitalise  or repay any amount  standing to the credit of any reserve
          of any of the Target Companies or Subsidiaries;

5.2.5     admit  any  person  (howsoever  occurring)  as a member  of any of the
          Target  Companies or the  Subsidiaries  or approve the transfer of any
          Shares;

                                       14
<PAGE>

5.2.6     adopt any change in the  certificate  of  incorporation,  articles  of
          association,  or  bylaws  of  any  of  the  Target  Companies  or  the
          Subsidiaries;

5.2.7     pass any  resolution of the members of any of the Target  Companies or
          the Subsidiaries;

5.2.8     create or issue any Encumbrances upon or over any part of the property
          or assets or  uncalled  capital of any  member of the Target  Group or
          create or issue any debenture or debenture stock or obtain any advance
          or credit in any form other than normal trade credit;

5.2.9     materially  reduce or amend the  existing  insurance  coverage  of the
          Target Group;

5.2.10    merge or consolidate  with any other person or buy, lease,  license or
          otherwise  acquire any shares in any company,  any  businesses  or any
          partnership  participation  from any other person for a  consideration
          exceeding   (pound)50,000   individually  or   (pound)200,000  in  the
          aggregate;

5.2.11    give any  guarantee or indemnity  other than in the ordinary and usual
          course of business;

5.2.12    make  any  capital  expenditure  exceeding(pound)25,000   individually
          or(pound)100,000 in the aggregate;

5.2.13    sell,  lease,  license,  encumber or otherwise dispose of any material
          assets  or group of  assets,  other  than in the  ordinary  and  usual
          course;

5.2.14    borrow any money or accept any financial facility or make or grant any
          loan  or any  financial  facility,  in  each  case  other  than in the
          ordinary and usual course of business;

5.2.15    enter into or materially amend or terminate any contract or commitment
          which provides (or which  following any such amendment  would provide)
          for annual obligations in excess of (pound)50,000,  in each case other
          than in the ordinary and usual course of business;

5.2.16    dismiss or give notice of termination to any of the Relevant Employees
          unless there is reasonable justification to do so;

5.2.17    employ  any  person  who  would,  on  appointment,  become a  Relevant
          Employee or vary the terms of employment of any employee the result of
          which would be that such person becomes a Relevant Employee;

5.2.18    appoint or dismiss any members of the board of directors of any member
          of the Target  Group (but,  for the  avoidance  of doubt,  this Clause
          shall not  prevent any member of the board of any member of the Target
          Group from resigning from any such board prior to the Target Companies
          satisfying the  requirements  in respect of s.l55 of the Companies Act
          1985  as a  result  of the  Purchaser's  arrangements  with  its  debt
          funders);

5.2.19    make or granted any increase in any form of  compensation of employees
          or amend,  adopt or terminate any employee benefit schemes or conclude
          any  collective  bargaining   agreement,   in  each  case  other  than
          amendments or

                                       15
<PAGE>
          agreements relating to adjustments of compensation or employee benefit
          schemes made in the ordinary  course of business  consistent with past
          practice;

5.2.20    terminate the lease of any real estate where the relocation  costs for
          the business  situated at such real estate would incur costs in excess
          of (euro)100,000;

5.2.21    declare, pay or make any dividend or other distribution;

5.2.22    commence  any  litigation  exceeding  individually   (pound)25,000  or
          (pound)100,000 in aggregate, other than for the collection of debts in
          the ordinary and normal course of business; or

5.2.23    agree or commit to do any of the foregoing.

5.3       The Vendor shall procure that,  between the date of this Agreement and
          Completion:-

5.3.1     reasonable  advance  notice  shall be given  to the  Purchaser  of all
          Meetings of the Board of  Directors  of the Target  Companies  and the
          Subsidiaries and that duly authorised representatives of the Purchaser
          (not being more than two in number at any one time) shall be permitted
          to attend at such Meetings;

5.3.2     neither  the Vendor nor any member of the Target  Group shall cause or
          permit  anything to be done or omitted to be done either  before or at
          Completion  which  would  constitute  a breach of any of the  Vendor's
          Warranties if given at any time down to and including Completion;

5.3.3     the Purchaser will be kept fully and promptly informed of all material
          matters relating to the businesses,  assets and affairs of each Target
          Group member;

5.3.4     at the request of the Purchaser and subject to being given  reasonable
          prior written  notice,  the Purchaser and any person  authorised by it
          shall be given access to the  Properties  and employees and to all the
          books and  records of the Target  Companies  and the  Subsidiaries  at
          reasonable  times during  business hours with the right to make copies
          (at the Purchaser's cost); and

5.3.5     at the request of the Purchaser and subject to being given  reasonable
          prior written notice,  the Purchaser and/or its professional  advisers
          (at the  Purchaser's  costs) shall be supplied  with such  information
          concerning the Target  Companies and the Subsidiaries as the Purchaser
          or its professional advisers may reasonably require.

5.4       Subject to Clause 5.5, the Vendor  covenants with the Purchaser  that,
          in the period from (and  including)  31 May 2003 and save as otherwise
          contemplated by this Agreement or the Steps Paper:

5.4.1     no  management  charges  will be charged or demanded  (in respect of a
          member of the Target Group) by a member of the Remaining  Vendor Group
          or paid by a member of the Target Group other than management  charges
          levied in accordance  with normal  practice in relation to ADP payroll
          processing,  health  insurance,  life  insurance  coverages  and  401K
          funding  obligations  currently  met by Cordiant US Holdings,  Inc. on
          behalf of MWA and group insurance re-

                                       16
<PAGE>
          charges for May and June 2003, totalling (pound)31,165.34, and a daily
          rate of (pound)428 from 1 July until Completion;

5.4.2     no asset will be  transferred  from a member of the Target  Group to a
          member of the Remaining Vendor Group for a consideration less than the
          market  value of that  asset and no member of the  Target  Group  will
          assume or agree to assume a liability to, or obligation of, any member
          of the  Remaining  Vendor Group for a  consideration  greater than the
          market (or face) value of such liability;

5.4.3     no share  capital in any Target  Company will be purchased or redeemed
          by a Target Company;

5.4.4     no  amendments  will be made to, and no action  will be taken to vary,
          modify,  alter or unwind the  transactions  effected  by,  each of the
          Settlement  Agreement,  the  ABFD  Novation  Agreement  and the  Asset
          Marketing SPA; and

5.4.5     no dividend or other  distribution  will be paid or made in respect of
          the share capital of any of the Target Companies.

5.5       Clauses  5.1 to 5.4 shall  apply to ABFD only to the  extent  that the
          Vendor is reasonably able to undertake or procure the matters referred
          to in those clauses.

5.6       The Vendor  covenants  with the  Purchaser  to amend the  articles  of
          association  of FDL and FDHL prior to Completion by deleting,  in each
          case, articles 5.6, 5.7, 9.1.4 and 9.1.5.

5.7       Prior to  Completion,  the Vendor  shall  deliver to the  Purchaser  a
          written   statement    containing   the   Estimated   Completion   Net
          Indebtedness,  including a statement of each of the Estimated External
          Debt, the Estimated Completion Cash (together with evidence supporting
          the availability of such cash), the Estimated  Completion  Intra-Group
          Payables and the Estimated Completion Intra-Group Receivables.

5.8       The Purchaser  acknowledges  that the Vendor  intends to implement the
          reorganisation  on  the  basis  set  out  in  the  Steps  Paper  ("the
          Reorganisation") as soon as reasonably  practicable following the date
          of this  Agreement  and, in any event,  prior to  Completion  with the
          intent of repaying,  or procuring the repayment of, all  inter-company
          balances  and  effecting  the payment out of the Target  Group of cash
          amounting,  in  aggregate,  to  (pound)5.5  million and the  Purchaser
          confirms that the  implementation  of the  Reorganisation on the basis
          contemplated by the Steps Paper shall not result in a breach of any of
          Clauses  5.1 to 5.4.  The  Vendor  undertakes  that,  to the extent it
          wishes to effect the Reorganisation  other than as contemplated by the
          Steps Paper, it shall be required to seek the consent of the Purchaser
          prior to implementation (such consent not to be unreasonably  withheld
          or delayed).

5.9       The  Vendor  shall use its  reasonable  endeavours  to  procure  that,
          between the date of this  Agreement and  Completion,  the Target Group
          gives such  assistance (at the  Purchaser's  cost) to the Purchaser as
          the  Purchaser  may  reasonably   require  in  order  to  satisfy  any
          requirements  of the  Target  Companies  in  respect  of  s.155 of the
          Companies Act 1985 at or immediately  before Completion as a result of
          the  Purchaser's  arrangements  with its debt  funders  PROVIDED  that
          nothing in this Clause 5.9 shall oblige the Vendor to procure that any
          existing director of a

                                       17
<PAGE>

          Target Company gives a statutory  declaration of a type referred to in
          s.156 of the Companies Act 1985.

5.10      The Vendor shall procure that, immediately after FDL has satisfied the
          requirements  of s.155 to 158 of the  Companies Act 1985 in respect of
          the matters referred to in the Settlement Agreement, FDL shall execute
          the Settlement Agreement.

5.11      The Vendor  warrants and undertakes to the Purchaser that, save as set
          out in the letter from the Vendor to the  Purchaser in the Agreed Form
          marked "N", any  surrender of group relief  (including  any  surrender
          amending  a  prior  surrender)  by the  Vendor  or any  member  of the
          Remaining  Vendor  Group to FDL  effected  since 6 September  2000 and
          prior to Completion has been carried out for a consideration  at least
          equal to the corporation tax saved by the claimant company as a result
          of such surrender and the Vendor further  warrants and undertakes that
          such  consideration has been paid or will,  pursuant to Clauses 6.3 or
          6.5 or paragraph 13.7 of Schedule 9, be paid.

6         Completion

          Completion  shall take place on the Completion  Date at the offices of
          the Purchaser's Solicitors when:-

6.1       the Vendor shall:

6.1.1     deliver to the Purchaser, or procure the delivery to the Purchaser of,
          the documents and other items referred to in Schedule 4; and

6.1.2     pay,  or  procure  the  payment  of, the sum of  US$500,000  by way of
          transfer of funds for value on the  Completion  Date to the  Lexington
          Avenue Lease Account in  satisfaction  of the  obligations  set out in
          paragraph 7 of Schedule 10;

6.2       the Vendor  and the  Purchaser  shall  each to the  extent  that it is
          within their  respective  power to do so,  procure that there shall be
          held a  Meeting  of the  Board  of  Directors  of each  of the  Target
          Companies at which there shall be duly passed  resolutions set out and
          contained  in Board  Minutes  of each of the Target  Companies  in the
          Agreed Form marked "H1" to "H9"; and

6.3       the Purchaser (or the US Purchaser, as applicable) shall:

6.3.1     procure  the  payment by members of the Target  Group to the  relevant
          member(s) of the Remaining  Vendor Group of an aggregate  amount equal
          to the Estimated Completion Intra-Group Payables and an estimate as at
          Completion of the amount payable under clause 6.10;

6.3.2     pay to the  relevant  member(s) of the Target Group an amount equal to
          the Estimated Completion Intra-Group Receivables pursuant to a payment
          direction hereby given by the Vendor or the Designated  Vendor,  which
          payment  shall  satisfy  the  obligation  of the  Purchaser  or the US
          Purchaser in respect of such part of the Initial Consideration and the
          obligations (hereby agreed) of the Vendor or the Designated Vendor (as
          applicable) to procure payment of the Estimated Completion Intra-Group
          Receivables  on Completion by the relevant  member(s) of the Remaining
          Vendor Group to the relevant member(s) of the Target Group;

                                       18
<PAGE>

6.3.3     pay  (pound)26,000,000  (less an amount equal to the  aggregate of the
          Estimated Completion Intra-Group Receivables, the Estimated Completion
          Intra-Group  Payables and the Estimated  External Debt plus the amount
          of Estimated  Completion Cash) to the Vendor and the Designated Vendor
          in such proportions  referred to in Clause 4.4 (whose receipt shall be
          an absolute discharge in respect thereof), by way of transfer of funds
          for value on the Completion Date to the Completion Account;

6.3.4     procure the repayment of the  Estimated  External Debt to the relevant
          Banks as the Vendor shall direct; and

6.3.5     deliver  to the  Vendor  a duly  executed  counterpart  of the Deed of
          Assignment.

6.4       The  obligations  of  each of the  Parties  under  Clauses  6.1 to 6.3
          (inclusive) are  interdependent on the satisfaction of the obligations
          of the other Party.

6.5       Within five Business Days after the final  agreement or  determination
          of the  Completion  Statement in  accordance  with the  provisions  of
          Clause 7:-

6.5.1     to the  extent  that  the  amount  of  Actual  Completion  Intra-Group
          Payables  is  greater   than  the  amount  of   Estimated   Completion
          Intra-Group  Payables,  the  Parties  agree  that the  payment  by the
          relevant  members(s) of the Target Group to the relevant  member(s) of
          the Remaining Vendor Group pursuant to Clause 6.3.1 shall be increased
          by the  amount by which  Actual  Completion  Intra-Group  Payables  is
          greater than the amount of Estimated  Completion  Intra-Group Payables
          and the amount paid  pursuant to Clause  6.3.3 shall be reduced by the
          same amount and the Vendor and the Designated  Vendor on behalf of the
          relevant  member(s) of the  Remaining  Vendor Group hereby  direct the
          relevant  member(s) of the Target Group to pay the increased amount to
          the Purchaser or the US Purchaser (as  applicable) in  satisfaction of
          such obligations,  with the result that there shall be no need for any
          further  cash  payment  between the Parties as a result of this Clause
          6.5.1;

6.5.2     to the  extent  that  the  amount  of  Actual  Completion  Intra-Group
          Payables is less than the amount of Estimated  Completion  Intra-Group
          Payables,   the  Parties  agree  that  the  payment  by  the  relevant
          members(s)  of the  Target  Group  to the  relevant  member(s)  of the
          Remaining  Vendor  Group  pursuant to Clause 6.3.1 shall be reduced by
          the amount by which  Actual  Completion  Intra-Group  Payables is less
          than the amount of Estimated  Completion  Intra-Group Payables and the
          amount paid  pursuant to Clause  6.3.3 shall be  increased by the same
          amount and the  Vendor and the  Designated  Vendor  hereby  direct the
          Purchaser or the US Purchaser  (as  applicable)  to pay the  increased
          amount to the relevant  member(s) of the Target Group in  satisfaction
          of such  obligations,  with the result that there shall be no need for
          any  further  cash  payment  between  the  Parties as a result of this
          Clause 6.5.2;

6.5.3     to the  extent  that  the  amount  of  Actual  Completion  Intra-Group
          Receivables  is  greater  than  the  amount  of  Estimated  Completion
          Intra-Group  Receivables,  the Parties  agree that the  provisions  of
          Clause 6.3.2 shall be construed as if all  references to the Estimated
          Completion  Intra-Group  Receivables  were  to the  Actual  Completion
          Intra-Group Receivables, with the result that there shall be no

                                       19
<PAGE>

          need for any further cash  payment  between the Parties as a result of
          this Clause 6.5.3;

6.5.4     to the  extent  that  the  amount  of  Actual  Completion  Intra-Group
          Receivables   is  less  than  the  amount  of   Estimated   Completion
          Intra-Group  Receivables,  the Parties  agree that the  provisions  of
          Clause 6.3.2 shall be construed as if all  references to the Estimated
          Completion  Intra-Group  Receivables  were  to the  Actual  Completion
          Intra-Group  Receivables,  with the result that there shall be no need
          for any further cash  payment  between the Parties as a result of this
          Clause 6.5.4;

6.5.5     to the extent that the amount of Actual  Completion  Cash is less than
          the amount of Estimated  Completion Cash, the Vendor or the Designated
          Vendor  shall  pay  to  the  Purchaser  the  amount  by  which  Actual
          Completion Cash is less than the amount of Estimated Completion Cash;

6.5.6     to the  extent  that the amount of Actual  Completion  Cash is greater
          than the amount of Estimated  Completion Cash, the Purchaser shall pay
          or procure  the  payment to the  Vendor or the  Designated  Vendor (as
          applicable) the amount by which Actual Completion Cash is greater than
          the amount of Estimated Completion Cash;

6.5.7     to the extent that the amount of Actual  External Debt is greater than
          the amount of Estimated  External  Debt,  the Vendor or the Designated
          Vendor shall pay to the Purchaser the amount by which Actual  External
          Debt is greater than the amount of Estimated External Debt; and

6.5.8     to the extent that the amount of Actual External Debt is less than the
          amount of Estimated External Debt, the Purchaser shall pay (or, in the
          case of  External  Debt  which  has at such  time  been  repaid to the
          relevant  Banks,  use all reasonable  endeavours to recover the excess
          from the relevant Banks and,  following any such recovery,  to pay) to
          the  Vendor or the  Designated  Vendor (as  applicable)  the amount by
          which  Actual  External  Debt is less  than the  amount  of  Estimated
          External Debt,

          in each  case in  immediately  available  funds  and,  in  respect  of
          payments due under  Clauses 6.5.5 to 6.5.7  (inclusive)  and, save for
          excess  External  Debt which falls to be  recovered  from the relevant
          Banks, Clause 6.5.8, together with Interest from Completion up to (and
          including) the date of actual payment.

6.6       The Vendor covenants to the Purchaser that:-

6.6.1     the  External  Debt shall not exceed the  Actual  External  Debt.  The
          Vendor  undertakes  to the  Purchaser  that  if the  External  Debt is
          greater than the Actual  External  Debt,  then it will pay such sum in
          immediately  available  funds to the Purchaser  together with Interest
          from Completion up to (and including) the date of actual payment; and

6.6.2     the  Intra-Group  Receivables  shall not exceed the Actual  Completion
          Intra-Group  Receivables.  The Vendor undertakes to the Purchaser that
          if the  Intra-Group  Receivables as at Completion are greater than the
          Actual  Completion  Intra-Group  Receivables,  then  it  will  procure
          payment of such sum by the relevant  member(s) of the Remaining Vendor
          Group to the relevant member(s) of the

                                       20
<PAGE>

          Target Group in  immediately  available  funds  together with Interest
          from Completion up to (and including) the date of actual payment.

6.7       The Vendor covenants with the Purchaser that, on Completion-

6.7.1     save in respect of the matters  referred to in Clause 6.3, neither the
          Vendor,  nor any other member of the Remaining  Vendor Group will have
          any claims or rights or causes of action (other than claims, rights or
          causes of  action  arising  out of  inter-company  trading)  against a
          member of the Target  Group and the  Vendor  hereby  waives  (and will
          procure that each member of the  Remaining  Vendor  Group  waives) any
          claims or rights or causes of action they may have (other than claims,
          rights  or  causes of action  arising  out of  inter-company  trading)
          against any Target Group member; and

6.7.2     save in respect of certain  finance  leases as set out in tabs 5 and 6
          of file 34  attached  to the  Disclosure  Letter,  none of the  Target
          Companies  or the  Subsidiaries  will  have  guaranteed  or given  any
          security in respect of any  obligation  or  liability of the Vendor or
          any member of the Remaining  Vendor's Group which remains  outstanding
          following Completion.

6.8       Subject to the Purchaser  complying with its  undertakings  set out in
          Clause  6.9 the  Vendor  undertakes  to the  Purchaser  to honour  its
          obligations  owed to HSBC Bank plc  relating to the  Performance  Bond
          whilst the Performance Bond remains in force and effect.

6.9       The Purchaser undertakes to the Vendor as follows:-

6.9.1     to indemnify the Vendor and all members of the Remaining  Vendor Group
          against  all and any loss,  liability,  claim or expense  incurred  or
          suffered by the Vendor (or any member of the  Remaining  Vendor Group)
          as a result  of a breach  by FDL of its  obligations  under  the lease
          dated 7 April  1999  relating  to the  Holborn  Property  on or  after
          Completion;

6.9.2     to procure  that,  following the signing and auditing of the statutory
          accounts   for  FDL  for  the  period   ended  31  December   2002  in
          substantially the form of the Accounts (in respect of which the Vendor
          shall use all reasonable  endeavours  lawfully to assist the Purchaser
          in procuring the signing and auditing of the same),  notice is sent to
          the Holborn  Landlord  pursuant to the terms of the Performance  Bond,
          such notice (to the extent  possible)  satisfying the  requirements of
          clause 4 of such  Performance  Bond with the intent  that FDL and HSBC
          Bank plc shall  automatically  be released  from all their  respective
          liabilities and obligations under the Performance Bond; and

6.9.3     to the  extent  lawful,  not to  account  for the  (pound)1.3  million
          settlement payment pursuant to the Settlement  Agreement in such a way
          as to render  impossible  the  service  of the  notice to the  Holborn
          Landlord referred to in Clause 6.9.2.

6.10      Forthwith on demand,  the Purchaser or the US Purchaser  shall procure
          the payment by each member of the Target Group to the relevant  member
          of the Remaining  Vendor Group of any intra group debt owed by members
          of the Target  Group to members of the  Remaining  Vendor  Group as at
          Completion which arises on or after 1 June 2003 and before Completion.

                                       21
<PAGE>

6.12      In respect of the Lexington  Avenue Lease,  the provisions of Schedule
          10 shall have force and effect.

7         Completion Statement

7.1       Either on or as soon as reasonably  practicable after Completion,  and
          in any event within 15 Business  Days  thereof,  the  Purchaser  shall
          prepare and submit to the Vendor a draft of the  Completion  Statement
          ("the Draft Statement"),  such Draft Statement to be prepared as at 31
          May 2003.  The Draft  Statement  shall be prepared in accordance  with
          Schedule 8 (and in the format of the Annexure  thereto) and shall give
          a figure for the Completion  Working Capital and Actual Completion Net
          Indebtedness.

7.2       Within 15  Business  Days after  receipt of the Draft  Statement,  the
          Vendor shall give written notice to the Purchaser,  stating whether or
          not it proposes any  amendments to the Draft  Statement and stating in
          reasonable  detail  the  background  and  reasons  for  each  item  of
          disagreement  and the  revised  figures  believed  by the Vendor to be
          correct  (together "the matters in dispute").  During this 15 Business
          Day review period the Purchaser  shall give all reasonable  assistance
          and access to all such  information  and  persons  in the  Purchaser's
          possession or control as the Vendor may  reasonably  require (with the
          right to make copies of any such information) in order to enable it to
          reach its decision.

7.3       If the Vendor gives notice that it has no proposed  amendments  to the
          Draft  Statement,  or if the Vendor  fails to give  written  notice of
          disagreement  within the time  permitted by Clause 7.2, then the Draft
          Statement shall  constitute the Completion  Statement for the purposes
          of this Agreement and shall be final and binding on the Parties in the
          absence of  manifest  error.  If the Vendor  gives  written  notice of
          matters in dispute,  the Purchaser  and the Vendor  shall,  within the
          period of 15 Business Days after receipt of such notice, seek to agree
          the matters in dispute and the proposed amendments.

7.4       If any  matter in  dispute  remains  unresolved  at the  expiry of the
          period of 15 Business  Days  referred to in Clause 7.3 such failure or
          dispute  shall  (at the  election  of  either  of the  Vendor  and the
          Purchaser) be referred to an independent firm of chartered accountants
          agreed by the  Purchaser and the Vendor within 5 Business Days of such
          failure or  notification  of dispute  or, in the event of a failure to
          agree  within 5 Business  Days,  by an  independent  firm of chartered
          accountants  appointed  by the  President  for the  time  being of the
          Institute  of  Chartered  Accountants  in  England  and  Wales  on the
          application  of either the Purchaser or the Vendor.  Such  independent
          firm  of  chartered   accountants   shall   determine  the  Completion
          Statement.  The fees of any such firm of independent accountants shall
          be  paid  by the  Purchaser  and/or  the  Vendor  in  the  proportions
          determined by the independent accountant. The Vendor and the Purchaser
          and the Vendor shall procure that such firm of independent accountants
          is given all such assistance and access to all such information in the
          Purchaser's or (as the case may be) the Vendor's possession or control
          as such  firm  may  reasonably  require  in  order  to  determine  the
          Completion  Statement.  Any firm appointed under this Clause shall act
          as experts and not as  arbitrators  and their  determination  shall be
          binding on the Parties in the absence of manifest error.

                                       22
<PAGE>

8         Vendor's Warranties

8.1       The  Vendor  warrants  to the  Purchaser  that  each  of the  Vendor's
          Warranties  is true and accurate and is not  misleading at the date of
          this Agreement.

8.2       The liability of the Vendor under any of the Vendor's Warranties shall
          not be confined to breaches  discovered  before  Completion nor in any
          way be modified or discharged by Completion.

8.3       Subject to Clause 8.5, each of the Vendor's Warranties is separate and
          independent  and  shall  not be  limited  by  reference  to any  other
          paragraph or anything in this Agreement or the Schedules.

8.4       Where a Vendor's Warranty is qualified by the knowledge,  information,
          belief or awareness of the Vendor or is qualified in some other manner
          having  substantially  the same effect,  such statement shall mean the
          actual knowledge of Andrew Boland, Denise Williams, Charles Watson and
          Dana Mulvihill (having made due and reasonable enquiry of Board papers
          prepared  for and  received  by such  persons in their  capacities  as
          directors of members of the Target Group) and the actual  knowledge of
          Tony Knox (having made no enquiry) and the  knowledge  any one of such
          persons would have had he or she made all reasonable enquiries of each
          of the  other  persons  referred  to  above  prior to the date of this
          Agreement in respect of the subject  matter of the  relevant  Vendor's
          Warranty.

8.5       The provisions of Schedule 6 shall (where relevant) apply to limit the
          liability of the Vendor under the Vendor's Warranties PROVIDED THAT:

8.5.1     none of the  provisions in Schedule 6 shall limit the liability of the
          Vendor in respect of a breach of the Vendor's Warranties at paragraphs
          2 (capacity and Vendor) and 4.1 (Shares) of Part 1 of Schedule 5; and

8.5.2     none of the  provisions  of  Schedule 6 shall apply in the case of the
          Vendor's  fraud  or  fraudulent  misrepresentation  or in the  case of
          wilful concealment by the Vendor.

8.6       For the  purposes of  measuring  the amount of damages on a common law
          basis for breach of the Vendor's  Warranties,  the Vendor acknowledges
          that:-

8.6.1     the Purchaser has valued the Target Group on a debt free basis;

8.6.2     any  allocation  of the  Consideration  between  members of the Target
          Group shall be disregarded; and

8.6.3     (notwithstanding  the Completion  Working Capital  mechanism in Clause
          7), the Purchaser has valued the Target  Companies on a combination of
          valuation bases including a multiple of earnings.

8.7       The Vendor  acknowledges  that,  for the purposes of  determining  the
          state of knowledge of the  Purchaser at the date of this  Agreement in
          respect of the Vendor's Warranties,  the knowledge of those members of
          the  Target  Group's  existing  management  who  have on or  prior  to
          Completion  been  appointed to the board of directors of the Purchaser
          shall not be attributed to the Purchaser.

                                       23
<PAGE>

8.8       The Vendor  undertakes  to the Purchaser (on behalf of itself and each
          member  of  the  Target  Group  and  their  respective   officers  and
          employees)  not to (and to  procure  that no member  of the  Remaining
          Vendor Group shall) initiate or pursue proceedings of any kind against
          any member of the  Target  Group or any  present or former  officer or
          employee  of  any  member  of  the  Target  Group  in  respect  of any
          misrepresentation  in or  omission  from  any  information  or  advice
          applied or given by them in connection  with the Vendor's  Warranties,
          the  Disclosure  Letter,  this  Agreement  or  the  Tax  Covenant,  or
          otherwise  in respect of any claim  under  this  Agreement  or the Tax
          Covenant   (except   that   proceedings   for   fraud  or   fraudulent
          misrepresentation or wilful concealment or in respect of any breach of
          Clauses 5.1 to 5.4  (inclusive)  may be pursued  (whether  pursuant to
          contract  or under  common law or  otherwise)  against  any present or
          former officer or employee of any member of the Target Group). Nothing
          in this Clause 8.8 shall  exclude or limit a claim or liability to the
          extent it cannot lawfully be so excluded or limited.

8.9       Except where the context otherwise  requires,  references in Part 1 of
          Schedule 5 to the Company or to a Target Company shall be deemed to be
          references   to  each  of  the  Target   Companies  and  each  of  the
          Subsidiaries  other than ABFD as if the relevant Vendor's Warranty had
          been  expressly  repeated with respect to each Target Company and each
          Subsidiary  other than ABFD (save that references to paragraphs  4.1.1
          and  4.1.2  in Part 1 of  Schedule  5 to the  Company  or to a  Target
          Company  shall  be  deemed  to be  references  to each  of the  Target
          Companies and each of the Subsidiaries including ABFD).

8.10      The Vendor  undertakes  to pay to the Purchaser an amount equal to any
          and  all  losses,  costs,  actions,   proceedings,   claims,  demands,
          obligations and liabilities  incurred and suffered by the Purchaser or
          the Target Group whether before or after Completion  ("Losses") to the
          extent that such Losses result from or otherwise  primarily  connected
          with:

8.10.1    any  liability  of any  member of the  Target  Group  pursuant  to any
          guarantee,  suretyship,  indemnity or other agreement or commitment of
          or in respect of any  obligations,  liabilities  or commitments of any
          member of the Remaining Vendor Group;

8.10.2    any liability, obligation or commitment of Asset Marketing Limited;

8.10.3    any liability, obligation or commitment of Morgen-Walke Scior GmbH.

9         Purchaser's Warranties, covenants and undertakings

9.1       The  Purchaser  warrants  to the Vendor  that each of the  Purchaser's
          Warranties  is true and accurate and is not  misleading at the date of
          this Agreement.

9.2       The Purchaser's Warranties shall not in any respect be extinguished or
          affected by Completion.

9.3       The  Purchaser's  Warranties are separate and  independent and are not
          limited or restricted  by reference to or inference  from the terms of
          any  other  provision  of  this  Agreement  or any  other  Purchaser's
          Warranty.

                                       24
<PAGE>

9.4       Without  prejudice to the  provisions of Clause 14.2.2 and Schedule 6,
          the Purchaser  acknowledges  and agrees that it has no rights against,
          and shall not make any claim against any director,  officer, employee,
          agent or adviser of any member of the Remaining Vendor Group,  save in
          the case of fraud, fraudulent misrepresentation or wilful concealment,

9.5       For a period of six  years  from  Completion,  where  required  of the
          Vendor by law the Purchaser will make all books, records and documents
          which  relate  to  any  of  the  Target   Companies  and  any  of  the
          Subsidiaries  (insofar  as the same  record  matters  occurring  on or
          before Completion)  available for inspection by representatives of the
          Vendor at all  reasonable  times during  business  hours on reasonable
          advance notice being given and at the Vendor's expense.  The Purchaser
          will allow the Vendor's  representatives to take copies of any of such
          books, records and documents where required by law.

9.6       The Purchaser  agrees with,  and  undertakes to the Vendor and to each
          member of the Remaining Vendor Group:-

9.6.1     to comply with all  notification and other  requirements  arising as a
          result  of the  entry  into of  this  Agreement  and the  transactions
          contemplated  by it under any relevant  competition  or other  similar
          laws  anywhere in the world (except  where such  requirements  are the
          sole  responsibility of the Vendor or any of its Group Companies under
          such laws); and

9.6.2     to consult with,  and take into account the views of, the Vendor as to
          the mode,  content  and  timing of all  communications  (whether  made
          orally  or in  writing)  with  any  competition  or  other  regulatory
          authority  to, or in respect of, which  notification,  filing or other
          requirements arise as a result of the entry into of this Agreement and
          to give the Vendor and its  representatives  access at all  reasonable
          times to all  information  in the  Purchaser's or any Group Company of
          the Purchaser's possession or control in relation thereto.

9.7       The Purchaser agrees with, and undertakes to the Vendor,  that between
          the date of this Agreement and Completion:-

9.7.1     it will not  without  the  Vendor's  consent  (such  consent not to be
          unreasonably withheld or delayed) agree to amend the provisions of any
          agreement to which the Purchaser is a party which provides for finance
          be made available to the Purchaser in order to enable the Purchaser to
          complete this Agreement; and

9.7.2     it will  exercise its rights in full under any  agreements of the type
          referred to in Clause 9.7.1 to require the providers of finance to the
          Purchaser to make the necessary funds available to it on or before the
          Completion Date.

9.8       Any director, officer, employee, agent or adviser as is referred to in
          Clause 9.4 and any member of the Remaining Vendor Group as is referred
          to in  Clause  9.6  may  enforce  the  terms  of  Clauses  9.4 and 9.6
          respectively  in  accordance  with  the  Contracts  (Rights  of  Third
          Parties)  Act 1999,  provided  that as a condition  thereto,  any such
          third party shall obtain the prior written consent of the Vendor.

10        Taxation

          The provisions of Schedule 9 shall have effect.

                                       25
<PAGE>

11        Restrictive Covenants

11.1      Subject to Clause 11.5, the Vendor  covenants with the Purchaser that,
          save with the prior written  consent of the Purchaser,  for the period
          of twelve months following the Completion Date it will not and it will
          procure that its subsidiaries, for so long as they remain a subsidiary
          of the Vendor, will not:-

11.1.1    in competition with the Target Companies or the Subsidiaries, directly
          or  indirectly  carry on or be in any way  interested  in or connected
          with any business which competes with the FD Business as carried on at
          the  Completion  Date  provided  always  that  this  Clause  shall not
          prevent:-

          11.1.1.1  the Vendor or a member of the  Remaining  Vendor  Group from
                    being  interested as a holder or beneficial owner solely for
                    investment  purposes  of less  than  five per  cent.  of any
                    securities  of any company  whose  securities  are listed or
                    quoted on any recognised investment exchange; and

          11.1.1.2  the  Vendor's   subsidiaries  IBI,  K.K.,   Corplan,   K.K.,
                    International    Business    Information,    K.K.    Clarion
                    Communications   (P.R.)  Limited,   Clarion   Communications
                    (Corporate P.R.) Limited,  Fitch Design Consultants Limited,
                    Bamber Forsyth Limited and Bates  Advertising USA, Inc. from
                    conducting  their  business as carried on at the  Completion
                    Date or from conducting  business for new clients  following
                    the Completion Date,

          and provided  further that this Clause shall not prevent the Remaining
          Vendor  Group from  carrying on its business as carried on at the date
          hereof.

11.1.2 either:-

          11.1.2.1  solicit the services of; or

          11.1.2.2  endeavour  to entice away from the Target  Companies  or the
                    Subsidiaries; or

          11.1.2.3  knowingly assist in, or procure, the employment by any other
                    person of

                    any officer,  consultant or senior or managerial employee of
                    the Target  Companies  or the  Subsidiaries  (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) for the  purposes of  providing  services the
                    same as or  similar  to  those  he  provided  to the  Target
                    Companies  or the  Subsidiaries  other  than  pursuant  to a
                    response to a bona fide recruitment advertisement.

11.2      The  Purchaser  covenants  with the Vendor  that,  save with the prior
          written  consent  of the  Vendor,  for the  period  of  twelve  months
          following the Completion  Date it will not and it will procure that no
          member of the Purchaser's Group, for so long as it remains a member of
          the Purchaser's Group, will:-

                                       26
<PAGE>

11.2.1    in competition with the Remaining Vendor Group, directly or indirectly
          carry on or be in any way interested in or connected with any business
          which  competes  with the  Relevant  CCG Business as carried on at the
          Completion Date provided always that this Clause shall not prevent the
          Purchaser or a member of the Purchaser's  Group from being  interested
          as a holder or beneficial owner solely for investment purposes of less
          than five per cent. of any securities of any company whose  securities
          are  listed  or  quoted  on any  recognised  investment  exchange  and
          provided  further  that this Clause shall not prevent the Target Group
          from carrying on the FD Business as carried on at the date hereof;

11.2.2    either:-

          11.2.2.1  solicit the services of; or

          11.2.2.2  endeavour to entice away from the Remaining Vendor Group; or

          11.2.2.3  knowingly assist in, or procure, the employment by any other
                    person of

                    any officer,  consultant or senior or managerial employee of
                    the Remaining Vendor Group (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)
                    for  the  purposes  of  providing  services  the  same as or
                    similar to those he provided to the  Remaining  Vendor Group
                    other than pursuant to a response to a bona fide recruitment
                    advertisement.

11.3      The  Vendor  and the  Purchaser  each  agrees  that  the  restrictions
          contained  in this  Clause 11 are  reasonable  and  necessary  for the
          protection  of the  legitimate  interests  of each  other and that the
          restrictions do not work harshly on it.

11.4      While the  restrictions  contained in this Clause 11 are considered by
          the  Parties  to  be  reasonable  in  all  the  circumstances,  it  is
          recognised  that  restrictions  of their nature may fail for technical
          reasons.  Accordingly  it is agreed that, if any of such  restrictions
          shall be found to be invalid or  unenforceable as going beyond what is
          reasonable  in  all  the  circumstances  for  the  protection  of  the
          interests  of  the  Parties  or  otherwise,  but  would  be  valid  or
          enforceable if part of the wording of the restriction  were deleted or
          the  period  for  which  it  applies  were  reduced  or the  range  of
          activities  or area  dealt  with  by it were  reduced  in  scope,  the
          restriction  concerned shall apply with such  modifications  as may be
          necessary to make it valid and enforceable.

11.5      In the event of a third party or parties acting in concert (within the
          meaning of the City Code on Takeovers and Mergers) acquiring more than
          50 per cent. of the voting rights  exercisable  in general  meeting of
          the Vendor, the restrictions contained in Clause 11.1.1 shall cease to
          be  enforceable  and shall  have no  further  force or effect  save in
          respect of an antecedent breach.

12        Confidentiality and announcements

12.1      Subject  to the  provisions  of  Clause  12.3  and  save as  expressly
          provided by this  Agreement,  each of the Parties  undertakes with the
          other that it:-

                                       27
<PAGE>

12.1.1    will not  communicate  or  permit  communication  of the terms of this
          Agreement  (including  the names of the  Parties)  to any third  party
          other than to its professional advisers specifically  instructed by it
          in connection with the  transaction  referred to in this Agreement and
          to any person providing debt or equity finance to the Purchaser within
          six months following the Completion Date or in the case of the Vendor,
          to the Banks and the Noteholders; and

12.1.2    will instruct those professional advisers and providers of finance and
          the Banks and the Noteholders (as  appropriate)  not to communicate or
          permit  communication  of the terms of this  Agreement  (including the
          names of the Parties) to any third party.

12.2      Subject to the  provisions  of Clause  12.3,  no Party shall issue any
          press  release or publish any  circular to  shareholders  or any other
          public document in each case relating to this Agreement or the matters
          contained in it, without  obtaining the prior written  approval of the
          other  Parties  to its  contents  and the  manner  and  extent  of its
          presentation and publication or disclosure.

12.3      The provisions of Clauses 12.1 and 12.2 do not apply to:-

12.3.1    any  communication  or  announcement  relating to or connected with or
          arising out of this Agreement required to be made by the Vendor or any
          member of the Remaining Vendor Group or by the Purchaser or any member
          of the Target Group:-

          12.3.1.1  by virtue of the  regulations  of the UK Listing  Authority,
                    the London  Stock  Exchange  or the Panel on  Takeovers  and
                    Mergers; or

          12.3.1.2  by any court or  governmental  or  administrative  authority
                    competent to require the same; or

          12.3.1.3  on a confidential basis for legitimate  corporate  purposes;
                    or

          12.3.1.4  by any applicable law or regulation; or

12.3.2    the announcement in the Agreed Form marked "I" which the Parties shall
          issue on Completion.

12.4      For the  purpose of  assuming  the full  benefit of the  business  and
          goodwill of the Target Companies and in consideration of the Purchaser
          and the US  Purchaser  agreeing to buy the Shares on the terms of this
          Agreement, the Vendor agrees, and shall procure that the other members
          of the Remaining Vendor Group shall agree,  with the Purchaser and its
          successors  in title as a  separate  and  independent  agreement  that
          (subject  to  Clauses  12.2 and 12.3) it will not at any time,  and it
          shall  procure  that no other  members of the  Remaining  Vendor Group
          shall,  thereafter  divulge any information in relation to the affairs
          or business of the Target Group.

                                       28
<PAGE>

13        Assignment

13.1      Subject to this Clause 13, this  Agreement  shall be binding  upon and
          enure for the benefit of the successors and assignees of the Parties.

13.2      Subject to Clauses 13.3 and 13.4, the Purchaser and its successors and
          assignees  shall not be entitled to (i) assign,  (ii) transfer,  (iii)
          charge (iv)  declare or create a trust or other  interest  over or (v)
          deal in any other  manner with this  Agreement or any of its rights or
          obligations under it without the prior written consent of the Vendor.

13.3      Notwithstanding  any other  provisions in this Agreement or any of the
          other agreements entered into by the Vendor and the Purchaser under or
          in  connection   with  this  Agreement   (together  the   "Acquisition
          Agreements"), the Purchaser:

13.3.1    may grant security over or assign by way of security all or any of its
          rights under any of the Acquisition  Agreements (the "Rights") for the
          purposes of or in connection  with the financing  (whether in whole or
          in part) by the Purchaser of:

          13.3.1.1  the  acquisitions of Shares  contemplated by this Agreement;
                    or

          13.3.1.2  any of its,  or any member of the Target  Group's  immediate
                    working capital or other requirements; and

13.3.2    its  liquidator or  administrator,  or any receiver or other person or
          entity  appointed  to enforce any of such  security may enter into any
          other assignments or transfers of any of the Rights.

13.4      Notwithstanding  any other  provisions in this Agreement or any of the
          other agreements entered into by the Vendor and the Purchaser under or
          in connection with this Agreement, the Purchaser may assign any rights
          under this  Agreement  to any member of the  Purchaser's  Group,  save
          that,  upon the  assignee  ceasing  to be a member of the  Purchaser's
          Group, all such assigned rights shall forthwith be assigned to another
          member of the Purchaser's Group.

14        General

14.1.1    The Purchaser shall do or procure to be done all such further acts and
          things  and  execute  or  procure  the  execution  of all  such  other
          documents as the Vendor may from time to time  reasonably  require for
          the purpose of giving the Vendor the full benefit of the provisions of
          this Agreement.

14.1.2    The Vendor  shall do or procure to be done all such  further  acts and
          things  and  execute  or  procure  the  execution  of all  such  other
          documents as the  Purchaser may from time to time  reasonably  require
          for the  purpose  of giving  the  Purchaser  the full  benefit  of the
          provisions of this Agreement.

14.2.1    This  Agreement,  the  documents  in the  Agreed  Form  and the  other
          documents referred to in them constitute the entire agreement between,
          and  understanding  of, the Parties with respect to the subject matter
          of this  Agreement and such  documents  supersede any prior written or
          oral  agreement(s) or  arrangement(s)  between the Parties in relation
          thereto.

                                       29
<PAGE>

14.2.2    The  Purchaser  acknowledges  and agrees  that in  entering  into this
          Agreement,  and the documents  referred to in it, it does not rely on,
          and shall have no remedy in respect of, any statement, representation,
          warranty or understanding  (whether negligently or innocently made) of
          any  person  (whether  party to this  Agreement  or not) other than as
          expressly set out in this Agreement as a Vendor's  Warranty.  The only
          remedy available to it shall be for breach of contract under the terms
          of this Agreement.  Nothing in this Clause shall, however,  operate to
          limit or exclude any liability for fraud.

14.3      In  the  event  of any  breach  of  this  Agreement  or in  any  other
          circumstances,  the  Purchaser  shall not be  entitled  to  rescind or
          otherwise terminate this Agreement.

14.4      Without  prejudice  to Clause 2.7,  each Party shall pay its own costs
          and  expenses  of  and  incidental  to the  negotiation,  preparation,
          execution and implementation by it of this Agreement, of each document
          referred to in it and the sale and purchase of the Shares.

14.5      Without  prejudice to Clause 14.4, all stamp,  registration  and other
          similar  taxes,  duties and  charges  payable in  connection  with the
          transactions   contemplated  by  this  Agreement,  and  the  documents
          referred to in it, shall be paid by the Purchaser.

14.6.1    The  failure  or delay of the  Vendor at any time or times to  require
          performance  of any provision of this  Agreement  shall not affect its
          right to enforce such provision at a later time.

14.6.2    No waiver by the Vendor of any condition or of the breach of any term,
          covenant,  representation,  warranty or undertaking  contained in this
          Agreement,  whether  by  conduct  or  otherwise,  in any  one or  more
          instances  shall  be  deemed  to  be  or  construed  as a  further  or
          continuing  waiver of any such  condition or breach or a waiver of any
          other  condition  or of  the  breach  of  any  other  term,  covenant,
          representation, warranty or undertaking in this Agreement.

14.6.3    Any  liability to the Vendor under this  Agreement  may in whole or in
          part be released, compounded or compromised and time or indulgence may
          be given by the Vendor in its absolute discretion as regards any Party
          under such liability  without in any way  prejudicing or affecting its
          rights against any other Party under the same or a like liability.

14.7      This  Agreement  shall,  as to any of its  provisions  remaining to be
          performed or capable of having or taking effect following  Completion,
          remain in full force and effect notwithstanding Completion.

14.8      If any  provision  of this  Agreement  shall be found by any  court or
          administrative  body  of  competent  jurisdiction  to  be  invalid  or
          unenforceable,  such invalidity or  unenforceability  shall not affect
          the other  provisions  of this  Agreement  which shall  remain in full
          force and effect.

14.9      This  Agreement  or  any  of the  documents  referred  to in it may be
          amended,  modified,  superseded  or  cancelled  and any of its  terms,
          covenants, representations, warranties, undertakings or conditions may
          be  waived  only by an  instrument  in  writing  signed by (or by some
          person  duly  authorised  by) each of the Parties or, in the case of a
          waiver, by the Party waiving compliance.

                                       30
<PAGE>

14.10     This Agreement is drawn up in the English language.  If this Agreement
          is translated into another  language,  the English language text shall
          in any event  prevail.  All notices,  demands,  requests,  statements,
          certificates or other documents or communications  shall be in English
          unless otherwise agreed.

14.11     This Agreement may be executed in any number of counterparts,  each of
          which, when executed and delivered,  shall be an original, and all the
          counterparts together shall constitute one and the same instrument.

14.12     Save as  provided  in Clauses  1.5,  9.8 and 13, a person who is not a
          party to this  Agreement  shall  have no  right  under  the  Contracts
          (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.13     All  amounts due by one Party to another  Party  under this  Agreement
          shall be paid in full without any deduction or withholding  other than
          as required by law and the  Purchaser  shall not be entitled to assert
          any  credit,  set-off or  counterclaim  against the Vendor in order to
          justify withholding payment of any such amount in whole or in part.

14.14     Any indemnities,  covenants,  warranties,  undertakings or obligations
          expressed  to be given by the Vendor to the  Purchaser  in relation to
          MWA and its Subsidiaries  shall be regarded as given by the Designated
          Vendor to the US Purchaser  under this Agreement and not by the Vendor
          to the  Purchaser,  provided  that (for the  avoidance  of doubt)  the
          provisions  of Schedule 6 shall apply as if  references  to the Vendor
          therein were to the Designated Vendor.

14.15     The Vendor hereby irrevocably and unconditionally:

14.15.1   guarantees  to the  Purchaser  (on its  behalf  and on  behalf  of the
          Purchaser's  Group) the full,  prompt and complete  performance by the
          Designated  Vendor of all its obligations under this Agreement and the
          due and punctual  payment on demand of all sums due and payable by the
          Designated  Vendor to the Purchaser (or any members of the Purchaser's
          Group) under or pursuant to this Agreement; and

14.15.2   agrees as primary  obligor to indemnify  the Purchaser (or any members
          of the Purchaser's Group) on demand from and against any loss incurred
          by the Purchaser (or members of the Purchaser's  Group) as a result of
          any of the  obligations of the Designated  Vendor under or pursuant to
          this Agreement  being or becoming  void,  voidable,  unenforceable  or
          ineffective   as  against  the   Designated   Vendor  for  any  reason
          whatsoever,  whether or not known to the  Purchaser (or members of the
          Purchaser's Group), the amount of such loss being the amount which the
          Purchaser (or members of the  Purchaser's  Group) would otherwise have
          been entitled to recover from the Designated Vendor.

14.16     The guarantee contained in Clause 14.15 is a continuing  guarantee and
          shall  remain in force  until all the  obligations  of the  Designated
          Vendor under this  Agreement  have been fully  performed  and all sums
          payable  by  the  Designated  Vendor  have  been  fully  paid.  It  is
          independent of every other security which the Purchaser (or members of
          the Purchaser's Group) may at any time hold for the obligations of the
          Designated Vendor under this Agreement.

                                       31
<PAGE>

14.17     The obligations of the Vendor under Clause 14.15 shall not be affected
          by any act,  omission,  matter or thing which, but for this provision,
          might  operate to release or otherwise  exonerate  the Vendor from its
          obligations or affect such obligations,  including without  limitation
          and whether or not known to the Vendor:

14.17.1   any  variation of this  Agreement or any time,  indulgence,  waiver or
          consent  at any  time  given to the  Designated  Vendor  or any  other
          person;

14.17.2   any compromise or release of, or abstention from obtaining, perfecting
          or enforcing any security or other right or remedy  whatsoever from or
          against, the Designated Vendor or any other person;

14.17.3   any legal  limitation,  disability,  incapacity or other  circumstance
          relating to the Designated Vendor or any other person; or

14.17.4   any irregularity, unenforceability or invalidity of any obligations of
          the  Designated  Vendor  under  this  Agreement,  or the  dissolution,
          amalgamation, reconstruction or insolvency of the Designated Vendor.

14.18     The  guarantee  contained  in  Clause  14.15  may be  enforced  by the
          Purchaser  (for itself or on behalf of any members of the  Purchaser's
          Group)  without the  Purchaser  first taking any steps or  proceedings
          against the Designated Vendor.

15        Notices

15.1      Any notice given under this Agreement shall be in writing and shall be
          served by delivering it personally or sending it by pre-paid  recorded
          delivery  or  registered  post  or fax  to the  address  and  for  the
          attention  of the  relevant  Party  set  out  in  Clause  15.2  (or as
          otherwise  notified  by that  Party  under this  Agreement).  Any such
          notice shall be deemed to have been received:-

15.1.1    if delivered personally, at the time of delivery;

15.1.2    in the case of pre-paid recorded delivery or registered post, 48 hours
          from the date of posting;

15.1.3    in the case of fax, at the time of transmission.

          provided  that if deemed  receipt  (but for this  proviso)  would have
          occurred before 9 a.m. on a Business Day the notice shall be deemed to
          have been  received at 9 a.m. on that day, and if deemed  receipt (but
          for this proviso)  would have occurred after 5 p.m. on a Business Day,
          or on a day which is not a Business Day, the notice shall be deemed to
          have been received at 9 a.m. on the next Business Day.

15.2      The  addresses  and fax  numbers of the  Parties  for the  purposes of
          Clause 15.1 are:-

                                       32
<PAGE>

          Cordiant Communications Group Plc.
          1-5 Midford Place
          London
          W1Y 5BH

          For the attention of: Denise Williams
          Fax number: 0207 706 4327

          Lighthouse Global Network, Inc.
          498 Seventh Avenue,
          New York
          NY 10018, USA

          For the attention of: Michael Kopcsak
          Fax number: +1 212 297 7440

          3319th Single Member Shelf Trading Company Limited
          Holborn Gate, 26 Southampton Buildings, London WC2A 1PB

          For the attention of: Charles Watson
          Fax number: 0207 242 2705

          FD MWA Holdings, Inc.
          Holborn Gate, 26 Southampton Buildings, London WC2A 1PB

          For the attention of: Charles Watson
          Fax number: 0207 242 2705

          or such other  address  or fax number in the United  Kingdom as may be
          notified  in writing  from time to time by the  relevant  Party to the
          other Party for the purposes of this Clause.

15.3      In  proving  such  service  it shall be  sufficient  to prove that the
          envelope  containing  such notice was  addressed to the address of the
          relevant  Party set out in Clause  15.2 (or as  otherwise  notified by
          that Party under this Agreement) and delivered  either to that address
          or into the custody of the postal  authorities as a pre-paid  recorded
          delivery or registered post letter, or that the notice was transmitted
          by fax to the fax number of the relevant  Party set out in Clause 15.2
          (or as otherwise notified by that Party under this Agreement).

15.4      For the avoidance of doubt,  notice given under this  Agreement  shall
          not be validly served if sent by e-mail.

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  submit to the  exclusive  jurisdiction  of the courts of
          England and Wales as regards any claim,  dispute or matter arising out
          of or  relating  to  this  Agreement  or any of  the  documents  to be
          executed pursuant to this Agreement.

                                       33
<PAGE>

16.3      The US Vendor irrevocably  appoints the Vendor as its agent to receive
          on its behalf in England service of any proceedings  arising out of or
          in  connection  with  this  Agreement.  Such  service  shall be deemed
          completed on delivery to such agent (whether or not it is forwarded to
          and received by the US Vendor).

16.4      The US Purchaser  irrevocably  appoints the  Purchaser as its agent to
          receive on its behalf in England  service of any  proceedings  arising
          out of or in  connection  with this  Agreement.  Such service shall be
          deemed  completed  on  delivery  to such agent  (whether  or not it is
          forwarded to and received by the US Purchaser).

16.5      Each Party irrevocably  consents to any process in any legal action or
          proceedings  arising out of or in connection with this Agreement being
          served  on it in  accordance  with the  provisions  of this  Agreement
          relating to service of notices.  Nothing  contained in this  Agreement
          shall affect the right to serve process in any other manner  permitted
          by law.

EXECUTED by the Parties on the date set out at the head of this Agreement.

                                       34
<PAGE>

                                   SCHEDULE 1

                              The Target Companies

                                     Part 1

                       Financial Dynamics Holdings Limited


1         Registered number:                 03345319

2         Date of incorporation:             4 April 1997

3         Place of incorporation:            Cardiff

4         Registered office address:         121-141 Westbourne Terrace, London
                                             W2 6JR

5         Directors:                         Andrew Boland
                                             David Lloyd
                                             Dana Mulvihill
                                             Charles Watson
                                             Denise Williams
                                             Stephen Wilson

6         Secretary:                         Denise Williams

7         Authorised share capital:

          (a)  Amount:                       (pound)5,000,000.00
          (b)  Number and class of shares:   5,000,000 Ordinary Shares of
                                             (pound)1 each

8         Issued share capital:

          (a)  Amount:                       (pound)1,066,667
          (b)  Number and class of shares:   1,066,667 Ordinary Shares of
                                             (pound)1 each

                                       35
<PAGE>
                                   SCHEDULE 1

                              The Target Companies

                                     Part 2

                             C&FD (Holdings) Limited


1         Registered number:                    03560931

2         Date of incorporation:                8 May 1998

3         Place of incorporation:               Cardiff

4         Registered office address:            1-5 Midford Place
                                                London
                                                W1T 5BH

5         Directors:                            Andrew Boland
                                                Adrianne LeMan
                                                Denise Williams

6         Secretary:                            Denise Williams

7         Authorised share capital:

          (a)  Amount:                          (pound)10,000,000
          (b)  Number and class of shares:      10,000,000 Ordinary Shares of
                                                (pound)1 each

8         Issued share capital:

          (a)  Amount:                          (pound)1,001.00
          (b)  Number and class of shares:      1,001 Ordinary Shares of
                                                (pound)1 each

                                       36
<PAGE>

                                   SCHEDULE 1

                              The Target Companies

                                     Part 3

                            FD International Limited


1         Registered number:                    404831

2         Date of incorporation:                7 August 2000

3         Place of incorporation:               England

4         Registered office address:            121-141 Westbourne Terrace
                                                London
                                                W2 6JR

5         Directors:                            Andrew Boland
                                                Dana Mulvihill
                                                Charles Watson
                                                Denise Williams
                                                Stephen Wilson

6         Secretary:                            Denise Williams

7         Authorised share capital:

          (a)  Amount:                          (pound)1,000
          (b)  Number and class of shares:      1,000 Ordinary Shares of
                                                (pound)1.00 each

8         Issued share capital:

          (a)  Amount:                          (pound)1
          (b)  Number and class of shares:      1 Ordinary Share

                                       37
<PAGE>

                                   SCHEDULE 1

                              The Target Companies

                                     Part 4

                       Financial Dynamics Holdings Limited


1         Registered number:                    EO304946

2         Date of incorporation:                9 April 1999

3         Place of incorporation:               Dublin

4         Registered office address:            10 Merrion Square
                                                Dublin

5         Directors:                            Orla Brannigan
                                                Declan Kelly
                                                Andrew Boland
                                                Angie Kinane
                                                Donal Lawless
                                                Paul McSharry
                                                Charles Watson

6         Secretary:                            Declan Kelly

7         Authorised share capital:

          (a)  Amount:                          (euro)1,270,000.00
          (b)  Number and class of shares:      1,000,000 Ordinary Euro Shares
                                                of (euro)1.27 each

8         Issued share capital:

          (a)  Amount:                          (euro)26,162.00
          (b)  Number and class of shares:      20,600 Ordinary Euro Shares of
                                                (euro)1.27 each held by Cordiant
                                                Communications Group plc

                                       38
<PAGE>

                                   SCHEDULE 1

                              The Target Companies

                                     Part 5

                          Morgen-Walke Associates, Inc.

1         Tax identification number:            13-312871

2         Date of incorporation:                10 August 1982

3         Place of incorporation:               New York, United States of
                                                America

4         Registered office address:            CCG Worldwide, Inc.
                                                498 7th Avenue
                                                New York
                                                NY10018
                                                USA

5         Directors:                            David Hearn
                                                Michael Kopcsak

6         Secretary                             Michael Kopcsak

7         Authorised share capital:

          (a)  Amount:                          US$20,000.00
          (b)  Number and class of shares:      10,000 'A' Voting Common Shares
                                                of US$1.00 each
                                                10,000 'B' Non-Voting Common
                                                Shares of US$1.00 each

8         Issued share capital:

          (a)  Amount:                          US$2,562
          (b)  Number and class of shares:      2,562 'A' Voting Common Shares
                                                of US$1.00 each held by
                                                Lighthouse Global Network, Inc.

                                       39
<PAGE>
                                   SCHEDULE 2
                                The Subsidiaries

                                     Part 1

                           Financial Dynamics Limited

1         Registered number:                    01656428

2         Date of incorporation:                4 August 1982

3         Place of incorporation:               Cardiff

4         Registered office address:            121-141 Westbourne Terrace,
                                                London W2 6JR

5         Directors:                            Nicholas Berrett
                                                Andrew Boland
                                                Alex Child-Villiers
                                                Andrew Dowler
                                                Scott Fulton
                                                Stephen Jacobs
                                                David Lloyds
                                                Andrew Lorenz
                                                Dana Mulvihill
                                                Giles Sanderson
                                                Timothy Spratt
                                                Charles Watson
                                                Denise Williams
                                                David Yates
                                                Anton Nicholas
                                                Stephen Wilson
                                                Geoffrey Pelham-Lane
                                                Anthony Knox

6         Secretary:                            Denise Williams

7         Authorised share capital:

          (a)  Amount:                          (pound)100
          (b)  Number  and  class  of  shares:   6,750  Ordinary   Shares  3,250
                                                 Preference Shares

8         Issued share capital:

          (a)  Amount:                          (pound)100
          (b)  Number and class of shares and
               by whom held:                    6,750 Ordinary Shares held by
                                                Financial Dynamics Holdings
                                                Limited

                                                3,250 Preference Shares held by
                                                Financial Dynamics Holdings
                                                Limited

                                       40
<PAGE>

                                   SCHEDULE 2
                                The Subsidiaries

                                     Part 2

                             Financial Dynamics S.A.

1         Registered number:                    404 191 025 R.C.S. Paris

1         Date of incorporation:                20 March 1996

2         Place of incorporation:               Paris, France

3         Registered office address:            20 Rue des Pyramides
                                                75001 Paris
                                                France

4         Directors:                            Nina Mitz
                                                Charles Watson
                                                Dana Mulvihill
                                                Gordon McCoun

5         Chairman of the Board of Directors
          and General Manager (President-
          Directeur General):                   Nina Mitz

6         Secretary:                            None

7         Authorised and issued share capital:

          (a)  Amount:                          EUR 38,112.25
          (b)  Number and class of shares:      2,500 Ordinary Shares
          (c)  Par value:                       EUR 15.2449

8         Shareholders and number of shares held:

                                          Morgen Walke Associates, Inc:    2,493
                                          Robert Jones:                        1
                                          Gordon McCoun:                       1
                                          Charles Watson:                      1
                                          Dana Mulvihill:                      1
                                          Bates Overseas Holdings Ltd:         1
                                          Nina Mitz:                           1
                                          Douglas Sherk                        1

                                       41
<PAGE>

                                   SCHEDULE 2
                                The Subsidiaries

                                     Part 3

                      Corporate & Financial Design Limited

1         Registered number:                    02693509

2         Date of incorporation:                4 March 1992

3         Place of incorporation:               Cardiff

4         Registered office address:            1-5 Midford Place
                                                London
                                                W1T 5BH

5         Directors:                            Andrew Boland
                                                Kevan Bruce
                                                Gregory Clark
                                                Adrianne LeMan
                                                Christopher Stenning
                                                Denise Williams
                                                Stephen Wilson

6         Secretary:                            Denise Williams

7         Authorised share capital:

          (a)  Amount:                          (pound)100,000
          (b)  Number and class of shares:      1,000,000 Ordinary Shares

8         Issued share capital:

          (a)  Amount:                          (pound)850.10
          (b)  Number and class of shares
               and by whom held:                8,501 Ordinary Shares held by
                                                Corporate & Financial Design
                                                (Holdings) Limited

                                       42
<PAGE>

                                   SCHEDULE 2
                                The Subsidiaries

                                     Part 4
                                      ABFD

1         Registered number:

2         Date of incorporation:                4 September 2001

3         Place of incorporation:               Germany

4         Registered office address:            Stiftstrasse 8-10
                                                D-60313 Frankfurt am Main
                                                Germany

5         Directors:                            Dr L Golsch
                                                Michael Reinent
                                                Charles Watson

6         Secretary                             n/a

7         Authorised share capital:

          (a)  Amount:                          (euro)25,000
          (b)  Number and class of shares:      25,000 shares of (euro)1.00 each

8         Issued share capital:

          (a)  Amount:                          (euro)25,000

          (b)  Number and class of shares
               and by whom held:                1 share of nominal value
                                                (euro)12,500 held by FDL
                                                1 share of nominal value
                                                (euro)12,500 held by Ahrens &
                                                Behrent Agentur fur
                                                Kommunikation GmbH

                                       43
<PAGE>

                                   SCHEDULE 3
                         Apportionment of Consideration


Member of Target Group                         Apportionment of Consideration
--------------------------------------------------------------------------------
Financial Dynamics Limited                     (pound)17,400,000 (minus(euro)1)

Corporate & Financial Design Limited           (pound)1,000,000

Morgen-Walke Associates, Inc.                  (pound)5,170,000

Financial Dynamics Ireland Limited             (pound)2,000,000

ABFD                                           (pound)430,000

Financial Dynamics S.A.                        (euro)1

                                       44
<PAGE>

                                   SCHEDULE 4
                      Completion obligations of the Vendor

At  Completion,  the Vendor  shall  deliver or  procure to be  delivered  to the
Purchaser or its advisers:-

1    duly executed transfers in favour of the Purchaser in respect of the Shares
     (other than the shares in ABFD)  together  with the  certificates  for such
     Shares or an indemnity in the usual form in relation thereto;

2    a duly  executed  Ordre de Mouvement and CERFA form no2759 in favour of the
     Purchaser or such other person as the  Purchaser may nominate in writing to
     the Vendor  prior to  completion  in respect of the one share in  Financial
     Dynamics S.A. held by each of Bates  Overseas  Holdings  Limited and Gordon
     McCoun;

3    a copy of any power of attorney under which this  Agreement,  or any of the
     transfers or other  documents  referred to in the preceding  paragraph 1 of
     this  Schedule,  is executed  and  evidence of the  authority of any person
     signing on behalf of any corporate entity;

4    at the  registered  office of each Target  Company and each  Subsidiary the
     common seal (if any) and statutory books  (including  registers and minutes
     books) of that Target Company or Subsidiary (as the case may be);

5    letters of resignation in the Agreed Form marked "F1" to "F27" in each case
     acknowledging  that the writer has no claim against their respective Target
     Companies  or any of relevant  Subsidiaries  for  compensation  for loss of
     office or otherwise;

6    a power of attorney  in the Agreed  Form  marked "G1" duly  executed by the
     Vendor and a stock power in the Agreed  Form  marked "G2" duly  executed by
     the Designated  Vendor,  in each case as the holder of the relevant  Shares
     for the purpose of securing  the  interest of the  Purchaser  in the Shares
     pending their registration into the name of the Purchaser;

7    duly  executed  deeds of release in the Agreed  Form marked "J1" to "J3" of
     all mortgages,  charges,  guarantees and debentures granted or entered into
     by or over the shares in the Target Companies and the  Subsidiaries  (other
     than ABFD)  including,  but not limited to, the charges set out in Schedule
     11 together with the relevant declarations of satisfaction (Forms 403(a) or
     their  equivalent  in  non-UK  jurisdictions)  sworn by a  director  of the
     relevant Target Company or Subsidiary respectively and a termination notice
     in respect of liens in favour of Chemical Bank in the United States;

8    the Deed of Assignment  executed by the Vendor and the relevant  members of
     the Remaining Vendor Group;

9    the Deed of Assignment of Benefit of Contracts executed by the Vendor;

10   a copy of a letter sent to the Inland Revenue prior to Completion  applying
     for any Target Company or Subsidiary  included in any arrangement under the
     Corporation Tax (Simplified Arrangements for Group Relief) Regulations 1999
     in respect of which they are, at the date hereof,  authorising companies as
     defined in regulation 5 thereof,  to be excluded from such arrangement from
     Completion.

                                       45
<PAGE>

                                       46
<PAGE>

                                   SCHEDULE 5
                                     Part 1
                               Vendor's Warranties


1         Information

          The facts set out in the  Introduction and in Schedules 1, 2 and 7 are
          true and  accurate  in all  material  respects  and there is no matter
          which renders any of such information incomplete or misleading.

2         Capacity and Vendor

2.1       The Vendor has power to enter into and perform this  Agreement and all
          the  documents  in the  Agreed  Form  to be  executed  by it and  this
          Agreement  constitutes,  and  each  such  Agreed  Form  document  when
          executed  will  constitute,  binding  obligations  of  the  Vendor  in
          accordance with its terms.

2.2       The  execution and delivery of this  Agreement,  and any of the Agreed
          Form  documents to be executed,  by the Vendor and the  performance of
          and compliance with its terms and provisions will not conflict with or
          result in a breach of, or constitute a default  under,  the Memorandum
          or  Articles  of  Association  of the  Vendor  or any  court  order or
          judgment that applies to or binds the Vendor or any of its property.

2.3       No member of the Remaining  Vendor Group has any  interest,  direct or
          indirect, in any business other than that now carried on by the Target
          Companies  which is  competitive  with the  business  or any  proposed
          business of the Target Companies.

3         Change of control

3.1       There  are  no  material  agreements  concerning  any  of  the  Target
          Companies (other than agreements relating to the provision of services
          to  clients)  which  are  terminable  as a result  of a change  in the
          control in any of the Target Companies.

3.2       So far as the Vendor is aware there are no material agreements entered
          into by the Target Companies which relate to the provision of services
          to clients  which will or may be terminated as a result of a change in
          the control in any of the Target Companies.

4         The Shares and the Target Companies

4.1       The Shares

4.1.1     The Shares comprise the whole of the allotted and issued share capital
          of each of the Target  Companies  and all of the Shares are fully paid
          or credited as fully paid.

4.1.2     The  Shares  are  legally  and  beneficially  owned by the Vendor or a
          Designated  Vendor  free  from  all  Encumbrances  or  any  agreement,
          arrangement  or obligation to create any of the same, in favour of any
          other person.

                                       47
<PAGE>

4.1.3     MWA is duly organised, validly existing and in good standing under the
          laws of the State of New York and has the full power and  authority to
          own and operate its properties and business.  MWA is duly qualified to
          transact  business  as a foreign  corporation  in each  United  States
          jurisdiction  where the ownership or operation of its  properties  and
          assets requires such qualification.

4.2       Share and loan capital

4.2.1     Save only as provided in this  Agreement,  there are no  agreements or
          arrangements  in force which call for the present or future  creation,
          allotment,  issue,  transfer,  redemption or repayment of, or grant to
          any person  the right  (whether  exercisable  now or in the future and
          whether  conditional  or  not) to call  for the  creation,  allotment,
          issue, transfer,  redemption or repayment of, any share capital of any
          of the Target Companies (including by way of option or under any right
          of conversion or pre-emption).

4.2.2     No Target  Company has created or agreed to create any  Encumbrance or
          entered  into  or  agreed  to  give  or  enter  into  any   guarantee,
          suretyship,  indemnity or similar  commitment in respect of any of its
          Affiliates.

4.3       Subsidiaries and branches

4.3.1     The Target  Companies have no subsidiaries or subsidiary  undertakings
          apart from the Subsidiaries.

4.3.2     No Target  Company is the holder or beneficial  owner of any shares or
          securities  of any other person  (whether  incorporated  in the United
          Kingdom or elsewhere)  other than the  Subsidiaries and has not agreed
          to acquire any such shares or securities.

4.3.3     No  Target  Company  is or  has  agreed  to  become  a  member  of any
          partnership,  joint  venture,  consortium  or  other  incorporated  or
          unincorporated  association  and no  Target  Company  has any  branch,
          agency, place of business or establishment outside the United Kingdom.

4.3.4     Morgen-Walke  Associates,  Inc.  and C&FD  (Holdings)  Limited are the
          beneficial  owners of the entire issued share capital of each of their
          respective  Subsidiaries,  free  from all  liens,  charges,  equities,
          encumbrances or interests of any nature whatsoever,  or any agreement,
          arrangement  or obligation to create any of the same, in favour of any
          other person.

4.4       The Target Companies' constitutions

4.4.1     Memorandum and Articles of Association: The copy of the Memorandum and
          Articles of Association of each of the Target Companies annexed to the
          Disclosure Letter is true and complete and sets out in full the rights
          and  restrictions  attaching  to each  class  of  each  of the  Target
          Companies' share capital.

4.4.2     Statutory  books:  The statutory  books  (including  all registers and
          minute books) of each of the Target Companies  contain in all material
          respects an accurate  record of the matters which should be dealt with
          in them and so far as the Vendor

                                       48
<PAGE>

          is aware no  notice or  allegation  that any of them is  incorrect  or
          should be rectified has been received.

4.4.3     Returns:  All material  returns,  particulars,  resolutions  and other
          material  documents required under the Companies Act 1985 or the Irish
          Companies  Acts 1963 to 2001 to be  delivered  on behalf of the Target
          Companies to the Registrar of Companies have been made and delivered.

4.5       The Target Companies' solvency

4.5.1     No order  has been  made and no  resolution  has been  passed  for the
          winding up of any of the Target  Companies  and no  petition  has been
          presented  to any of the  Target  Companies  and no  meeting  has been
          convened for the purpose of winding up any of the Target Companies.

4.5.2     No  administration  order  has been made and no  petition  for such an
          order has been presented to any of the Target  Companies in respect of
          any of the Target Companies.

4.5.3     No administrative receiver has been appointed in respect of the Target
          Companies.

4.5.4     None of the Target  Companies are and have  admitted  themselves to be
          insolvent  or unable to pay their  debts (or deemed to be unable to do
          so within the meaning of Insolvency  Act 1986 section 123 or the Irish
          Companies Act 1990 section 214).

4.5.5     No  voluntary  arrangement  under  Insolvency  Act 1986  section  1 in
          respect  of  any  of the  Target  Companies  or  other  compromise  or
          arrangement for the benefit of any of the Target  Companies  creditors
          generally has been proposed or agreed.

4.5.6     None of the Target  Companies has suspended or ceased or threatened to
          suspend  or  cease  to  carry  on  all or a  material  part  of  their
          businesses.

4.6       Acquisitions and Disposals

4.6.1     So far as the Vendor is aware,  there are not outstanding any material
          liabilities  or material  commitments of the Target Group arising from
          any  arrangements  for the  disposal  or  acquisition  of any  shares,
          property or other material assets (other than any arrangements entered
          into in the ordinary course of business).

4.6.2     A copy of each of the ABFD Novation  Agreement and the Asset Marketing
          SPA are attached to the  Disclosure  Letter and  represent  the entire
          agreement in respect of the matters contemplated therein.

4.7       Powers of Attorney

          There are in force no powers of attorney given by the Target Companies
          and  no  person  is  entitled  or  authorised  (whether  as  agent  or
          otherwise)  to bind or  commit  the  Target  Group to any  obligations
          outside the ordinary course of the Target Group's business.

                                       49
<PAGE>

5         The Accounts and accounting records

          The Accounts

5.1       The copy of the Accounts  annexed to the  Disclosure  Letter is a true
          and complete copy.

5.2       The Accounts of each of the relevant members of the Target Group:-

5.2.1     give a true and  fair  view of the  financial  position  and  state of
          affairs of each of the  relevant  members  of the Target  Group at the
          Accounts  Date and of its  profit or loss for the period to which they
          relate;

5.2.2     have been prepared in accordance with accounting principles, standards
          and practices generally accepted in the United Kingdom and (in respect
          of FD Ireland only) Ireland and  applicable  statutes and  regulations
          and on a basis  consistent  with the basis  applied  in the  preceding
          financial period;

5.2.3     are not adversely  affected by any exceptional or non-recurring  items
          of a material nature unless otherwise expressly stated therein.

5.3       Accounting records

          The accounting records of the Target Companies:-

5.3.1     contain  accurate records of all matters required by law to be entered
          in them; and

5.3.2     contain or reflect no material inaccuracies or discrepancies.

5.4       Management accounts

          The management accounts of the Target Companies for the 4 month period
          since the Accounts Date, copies of which are annexed to the Disclosure
          Letter,  have been prepared by the Target  Companies with due care and
          attention and show a reasonably  accurate view of the state of affairs
          and profit or loss of the Target  Companies  as at and for the periods
          in respect of which they have been  prepared and have been prepared on
          a basis consistent with the preparation of management  accounts in the
          12  months  prior  to the  date of this  Agreement,  but it is  hereby
          acknowledged that they are not prepared on a statutory basis.

5.5       The Special Purpose Accounts

          The  Special  Purpose  Accounts,  copies of which are  annexed  to the
          Disclosure  Letter,  have been  prepared by the Target  Companies  and
          Subsidiaries  with due care and  attention,  and present fairly in all
          material  respects and in accordance with the basis of preparation set
          out therein, the net assets of the Target Group as at 31 December 2001
          and 2002 and of the results and cash flows of its  operations  for the
          years then ended and have been correctly extracted from the accounting
          records of the companies  comprising the Target Group but it is hereby
          acknowledged that they are not prepared on a statutory basis.

                                       50
<PAGE>

5.6       Off-Balance Sheet

          So far as the Vendor is aware, no Target Group member is and no Target
          Group  member has during the last three  years  prior to the  Accounts
          Date been a party to an  agreement,  arrangement  or  transaction  the
          intention  of which was to ensure that any Target  Group  member is or
          was entitled to receive a financial  advantage or is or was obliged to
          incur  or  bear  any  costs,   liabilities   (whether   contingent  or
          otherwise),  risks or other  expenditure of any nature which would not
          be fully  reflected  in the  Accounts  or the  relevant  Target  Group
          member's  accounts  for any  relevant  period by virtue of their being
          "off-balance  sheet"  financing  arrangements.

6         Business since the Accounts Date

          Since the Accounts Date:-

6.1       the Target Companies have not borrowed or agreed to borrow or lent, or
          agreed to lend or raised any money or taken any financial  facility in
          excess of (pound)15,000 in aggregate;

6.2       the Target  Companies  have not entered into, or agreed to enter into,
          any capital  commitment  in excess of  (pound)20,000  in aggregate nor
          disposed of or realised any capital assets in excess of  (pound)20,000
          in aggregate;

6.3       no share or loan  capital has been  allotted or issued or agreed to be
          allotted or issued by any of the Target Companies;

6.4       no dividend  has been  declared,  made or paid in respect of any share
          capital of any of the Target Companies;

6.5       no  management  charges have been  charged,  demanded by, or paid to a
          member of the Remaining Vendor Group or paid;

6.6       no asset has been  transferred  from a member of the Target Group to a
          member of the Remaining  Vendor's Group for a consideration  less than
          the market  value of that asset and no member of the Target  Group has
          agreed to assume a liability to, or  obligation  of, any member of the
          Remaining  Vendor  Group for a  consideration  greater than the market
          value of such liability;

6.7       there has been no increase in the rates of remuneration of or bonus or
          incentive  or other  similar  payments to any  officers,  employees or
          agents; and

6.8       so far as the  Vendor  is aware no event  matter or  circumstance  has
          occurred  which has resulted in any provision  made in the Accounts or
          the  management  accounts  for the  period  from 1 January  2003 being
          considered by the directors of the Company to be inadequate.

7         Debtors

          So far as the Vendor is aware,  there is no reason to  suppose  any of
          the Target  Companies  will have to make a provision for (or write off
          or grant a creditor  note) a bad debt in respect of any of the debtors
          as at the  date  of this  Agreement  in  excess  of  (pound)50,000  in
          aggregate.

                                       51
<PAGE>

8         Financial arrangements

8.1       Borrowings and mortgages

8.1.1     The Target Companies have no borrowings, and have not agreed to create
          any borrowings, from their respective bankers or any other source and,
          in respect of  borrowings  disclosed  in the  Disclosure  Letter,  the
          Target  Companies have not exceeded any limitation on their  borrowing
          contained in their Articles of Association.

8.1.2     No security or encumbrance  (other than a lien arising by operation of
          law in the ordinary course of business) over or affecting the whole or
          any material  part of the  undertaking  or assets of any of the Target
          Companies is  outstanding  and there is no agreement or  commitment to
          give or create any.

8.2       Sureties

8.2.1     No person apart from the Target  Companies  has given any guarantee of
          or security for any  overdraft,  loan or loan facility  granted to the
          Target Companies.

8.2.2     None of the Target  Companies  has given any  guarantee of or security
          for any overdraft, loan or loan facility granted to, or any obligation
          or liability of, any person (other than a member of the Target Group).

8.3       Grants

          So far as the Vendor is aware during the period of six years ending on
          the date of this Agreement,  Target  Companies have not applied for or
          received  any grant or  allowance  from any  authority  or  agency.

9         Liabilities and commitments

9.1       Material contracts

          So far as the Vendor is aware, the Target Companies are not a party to
          or subject to any agreement which:-

9.1.1     is  incapable of complete  performance  in  accordance  with its terms
          within  twelve  months  after the date on which it was entered into or
          undertaken;

9.1.2     requires any of the Target  Companies to pay any commission,  finders'
          fee, royalty or the like other than in the ordinary course of business
          (and,  for the  avoidance  of doubt,  any  commission,  finder's  fee,
          royalty or the like payable in respect to an  acquisition  or disposal
          of a significant  asset shall not be deemed in the ordinary  course of
          business);

9.1.3     restricts to a material extent any of the Target Companies' freedom to
          carry on its business in such manner as it thinks fit; or

9.1.4     is an agreement  or  arrangement  otherwise  than by way of bargain at
          arm's length; or

                                       52
<PAGE>

9.1.5     is with a member of the Remaining Vendor Group.

9.2       The Disclosure Letter contains details of:-

9.2.1     all long-term  contracts or  commitments  of the Target  Companies now
          outstanding or which the Vendor is aware will become capable of giving
          rise to a  contract  by an order or  acceptance  by  another  party or
          parties;

9.2.2     the terms of all  contracts  with clients which  together  account for
          more than 15% of aggregate  turnover of the Target  Companies  for the
          financial year ending on the Accounts Date; and

9.2.3     all  agreements  which are  material  to the  business  of any  Target
          Company or any Subsidiary.

9.3       So far as the  Vendor is aware the  Target  Companies  do not have any
          unmatched  open  positions  with respect to forward  purchases  and or
          sales of any commodity,  stock or currency and so far as the Vendor is
          aware none of such open  positions  could  reasonably  be  expected to
          involve the Target Companies in a loss.

9.4       So far as the Vendor is aware the Target  Companies  have no agreement
          or arrangement with any client on terms which are materially different
          from the Target Companies' standard terms of business, a copy of which
          is annexed to the Disclosure Letter.

9.5       Tenders

          No offer or tender is outstanding  which is capable of being converted
          into a  material  obligation  of any of  the  Target  Companies  by an
          acceptance or other act of some other person.

9.6       Litigation

          So far as the Vendor is aware,  the Target  Companies are not involved
          in any civil,  criminal  or  arbitration  proceedings,  save as to the
          collection  of  debts  in the  ordinary  course  of  their  day to day
          business not  exceeding  (pound)100,000  in  aggregate.  So far as the
          Vendor is aware, no such  proceedings are threatened by or against any
          of the Target Companies.

10        Insurances

10.1      The Schedule of Insurances  annexed to the Disclosure  Letter contains
          details of the insurance  policies for Target Companies or in which it
          has an interest and all of the Target Companies have paid all premiums
          due on such insurance policies.

10.2      So far as the  Vendor  is aware no claim is  outstanding  under any of
          such insurance policies.

10.3      The insurance policies referred to in paragraph 10.1 above are now and
          have at all material times been in full force and effect.

                                       53


<PAGE>

11        Assets

11.1      Except for trading  stock sold by each of the Target  Companies in the
          ordinary  course  of its  day to day  business  or for  trading  stock
          acquired  subject to retention or reservation of title by the supplier
          or  manufacturer  of such trading stock as disclosed in the Disclosure
          Letter,  all the material  assets included in the Accounts or acquired
          after the Accounts Date:-

11.1.1    are legally  and  beneficially  owned by each of the Target  Companies
          free  from any  mortgage,  charge,  lien or other  encumbrance  and no
          person  has the  right  to call for any  payment  in  respect  of such
          assets; and

11.1.2    are not held subject to any agreement for lease,  hire,  hire purchase
          or sale on conditional or deferred terms.

11.2      In respect of any of the items  referred to in  paragraphs  11.1 which
          are held under any agreement for lease, hire, hire purchase or sale on
          conditional or deferred  terms,  so far as the Vendor is aware,  there
          has been no  material  default by any of the Target  Companies  in the
          performance of any of the material provisions of such agreements.

12        Intellectual Property

12.1      The Intellectual Property listed in the Disclosure Letter ("the Listed
          IP") comprises all of the Intellectual  Property which is owned by the
          Target  Group or is  necessary  for the  operation of the Target Group
          and:-

12.1.1    the  Listed IP is owned by the  Target  Companies  free of all  liens,
          charges, encumbrances and licences;

12.1.2    the list set out in paragraph 12.1.2 of the Disclosure Letter contains
          materially accurate details of all patents, trade marks and registered
          designs owned by the Target Companies; and

12.1.3    to the extent  that the rights in the Listed LP are  registrable,  the
          same are registered in the names of relevant Target  Companies as sole
          owner.

12.2      So far as the  Vendor  is aware no third  party  has  outstanding  any
          material  claim  against  the  Target  Companies  based on such  third
          party's Intellectual Property.

12.3      There are  attached to the  Disclosure  Letter  copies of all material
          licences to which the Target Companies are a party.

13        Properties

13.1      The  Properties  comprise  the only  freehold  or  leasehold  or other
          immovable  property  in any  part of the  world in  which  the  Target
          Companies have any interest or which are otherwise occupied or used by
          the Target Companies.

13.2      The  particulars  of each of the  Properties set out in Schedule 7 are
          true and accurate in all material respects.

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<PAGE>

13.3      The Target Companies are in physical  possession and actual occupation
          of the whole of each of the  Properties  (as set out in Schedule 7) on
          an exclusive basis none of which are vacant.

13.4      The Target  Companies are solely  entitled at law and in equity to the
          Properties (as set out in Schedule 7).

13.5      Each of the Target  Companies has in its physical  possession or under
          its  control  free  from  any  lien  all of the  deeds  and  documents
          necessary  to prove the title of each of the Target  Companies  to the
          Properties  and the title deeds and documents  are complete  originals
          which have been duly stamped.

13.6      The  Properties  are not  subject to or  affected  by any  mortgage or
          charge (whether legal or equitable,  fixed or floating),  debenture or
          security  interest  including any which secure the payment of money or
          relate to any obligation or liability of any third party.  None of the
          Properties is affected by a subsisting contract for sale.

13.7      So far as the  Vendor is aware,  the  Properties  enjoy all public and
          private  rights  necessary  for their  continued use and enjoyment for
          their current purpose without any restrictions as to time or manner of
          use.

13.8      So far as the Vendor is aware,  the current use of the  Properties  is
          their permitted use under planning legislation.

13.9      So far as the Vendor is aware, all necessary planning  permissions and
          consents  and  approvals  from  all  statutory  and  other   competent
          authorities in relation to the current use of the Properties and their
          development have been obtained and are valid and subsisting.

13.10     The  Properties  are not  affected  by any  material  dispute,  claim,
          complaint or demand of any kind.

13.11     So far as the  Vendor  is  aware,  none of the  Target  Companies  has
          received  notice of any breach of any statutes,  orders or regulations
          affecting  the  Properties  and their use and  development  nor of any
          outstanding   requirements   or   recommendations   of  any  competent
          authority.

13.12     No difficulty has been  experienced in obtaining  insurance for any of
          the Properties and the current requirements of the insurers of each of
          the Properties have been materially complied with.

13.13     In  relation  to  the  Properties  which  are  leasehold,  the  Target
          Companies  have paid all sums due and have  received  no notice of any
          breach  of any of the  covenants  and  obligations  on the part of the
          tenant and the conditions  contained in the leases or the  obligations
          contained in any licence or other document  supplemental to or granted
          under any of the leases and have received no notice of any outstanding
          consents  required in connection with the grant of the leases.  So far
          as the Vendor is aware,  neither the  execution  nor  delivery of this
          Agreement nor Completion  shall create any breach of any obligation or
          covenant  of the  tenant  to be  performed  under  each  lease  of the
          Properties.

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<PAGE>

14        Employees and consultants

          For  the  purposes  of  this  paragraph  14 the  expression  "Relevant
          Employee"  means any  employee  of the Target  Companies  whose  total
          annual remuneration as at the date of this Agreement excluding bonuses
          exceeds  (pound)50,000 as listed in the Schedule of Employees attached
          to the Disclosure Letter.

14.1      Directors

          The particulars of Directors shown in paragraph 5 of Schedule 1 and in
          paragraph 5 of each Part of Schedule 2 are true.

14.2      Particulars of employees

14.2.1    The  particulars  shown in the  Schedule of  Employees  annexed to the
          Disclosure  Letter show all  remuneration  payable and other  material
          benefits  provided or which the Target  Companies are bound to provide
          to each  officer and  Relevant  Employee of the Target  Companies  and
          include  particulars  of all material  profit  sharing,  incentive and
          bonus arrangements to which the Target Companies are a party.

14.2.2    So far as the Vendor is aware no present officer or Relevant  Employee
          of  any  of  the  Target   Companies  has  given  or  received  notice
          terminating his  employment,  except as expressly  contemplated  under
          this Agreement.

14.2.3    No person whose total annual remuneration  (excluding bonuses) exceeds
          (pound)50,000 is employed or engaged by the Target Companies  (whether
          under a contract of service or contract for  services)  other than the
          Relevant Employees.

14.2.4    The total number of employees employed by each of the Target Companies
          is  shown in the  Schedule  of  Employees  annexed  to the  Disclosure
          Letter.

14.3      Service contracts

          There is not now outstanding any service  contract  between any of the
          Target Companies and any of its directors, officers or employees which
          is not terminable by any of the Target Companies without  compensation
          (other than  statutory  compensation)  on six  month's  notice or less
          given at any time.

14.4      Trades unions

          The Target  Companies are not a party to any agreement or  arrangement
          with or commitment to any trades union or staff association.

14.5      Disputes with employees

          There is no  outstanding  claim  against the Target  Companies  by any
          person  who is now or has been an officer  or  employee  of the Target
          Companies,  and  there  are no  circumstances  currently  known to the
          Vendor which may give rise to such a claim.

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<PAGE>

14.6      Ex-gratia payments

          Since the Accounts  Date, no ex-gratia  payments have been made by the
          Target Companies to any officer or Relevant Employee or former officer
          or Relevant Employee of the Target Companies or to their dependants or
          relatives.

15        Pensions

15.1      The Target Companies have no legally enforceable obligation (actual or
          contingent)  to provide or contribute to the provision of any relevant
          benefit (as defined in section of ICTA 1988 but without the  exception
          of benefits  payable solely by reason of accident) or like benefit for
          or in respect of any of the employees and officers or former employees
          and  former  officers  of any of the  Target  Companies  nor  has  any
          proposal been announced to establish or contribute to any  arrangement
          providing such benefits.

15.2      The Disclosure Letter sets forth a current,  correct and complete list
          of all material US Employee  Benefit  Plans.  The US Employee  Benefit
          Plans have at all times  operated  in material  compliance  with their
          terms and all applicable laws and regulations.

15.3      Each US Employee  Benefit Plan intended to be qualified  under Section
          401(a) of the Internal  Revenue Code and exempt from tax under Section
          501(a) of the Code is so qualified and exempt.  No material  liability
          for any excise tax has been  incurred  with respect to any US Employee
          Benefit Plan and, so far as the Vendor is aware, no event has occurred
          and no  circumstance  exists or has existed that could  reasonably  be
          expected to give rise to any such tax.

15.4      Since 6 September  2000 (in respect of MWA) and since 1 February  2001
          (in  respect  of any  ERISA  Affiliate),  neither  MWA nor  any  ER1SA
          Affiliate has  maintained or  contributed to any plan subject to Title
          IV of ERISA (including without  limitation,  any "multiemployer  plan"
          within  the  meaning  of Section  3(37) of ERISA)  nor,  so far as the
          Vendor is aware,  prior to 6 September  2000 (in the case of MWA) or 1
          February 2001 (in the case of any ERISA Affiliate) neither MWA nor any
          ERISA  Affiliate has ever  contributed to or had any  obligation  with
          respect  to  such a  multiemployer  plan.  For  the  purposes  of this
          Warranty  15.4  only,  the  Vendor  shall be deemed to have the actual
          knowledge  of those  persons who were  officers  and  employees of the
          Vendor's Group on 6 September 2000 (in the case of MWA) and 1 February
          2001 (in the case of any ERISA  Affiliate) who were directly  involved
          in the  direct or  indirect  acquisition  by a member of the  Vendor's
          Group of MWA or the relevant ERISA Affiliate (as the case may be).

15.5      There are no  pending  or, so far as the  Vendor is aware,  threatened
          claims  relating to any US Employee  Benefit  Plan (other than benefit
          claims made and expected to be approved in the ordinary  course of the
          operation of such plans).  No US Employee  Benefit Plan is the subject
          of  any  pending  or,  to the  knowledge  of  the  Vendor,  threatened
          investigation  or  audit  by  the  Internal  Revenue  Service,  the US
          Department of Labor, the Pension Benefit  Guaranty  Corporation or any
          other regulatory authority.

15.6      So far as the Vendor is aware, the execution of and performance of the
          transaction  contemplated  by this Agreement will not (either alone or
          upon the

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<PAGE>

          occurrence  of any  additional  or  subsequent  events)  result in any
          "excess parachute payment" (as defined in Section 280G of the Code) to
          any current or former employee of a Target Company or Subsidiary.

15.7      Neither MWA nor any ERISA Affiliate  maintains,  contributes to or has
          any obligation with respect to any arrangement  providing  health care
          benefits following  termination of employment or retirement other than
          as  required  by Part 6 of  Subtitle B of Title I of ERISA and Section
          4980B of the Code or other similar state law.

15.8      There has been no amendment to, or change in employee participation or
          coverage  under,  any US Employee  Benefit Plan that would  materially
          increase the expense  incurred for providing  benefits to employees of
          MWA above the expense  incurred  providing  benefits to such employees
          for the calendar year immediately prior to the date hereof.

15.9      For purposes of this section:

15.9.1    "ERISA" means the Employee  Retirement Income Security Act of 1974, as
          amended;

15.9.2    "ERISA  Affiliate"  means (i) a member of any  "controlled  group" (as
          defined in Section  414(b) of the Code) of which any Target Company is
          a member, (ii) a trade or business, whether or not incorporated, under
          common control (within the meaning of Section 414(c) of the Code) with
          any Target Company,  or (iii) a member of any affiliated service group
          (within the meaning of Section 414(m) of the Code) of which any Target
          Company is a member.

15.9.3    "US   Employee   Benefit   Plan"   means  any   pension,   retirement,
          profit-sharing,  deferred compensation, bonus, incentive, performance,
          stock option, phantom stock, stock purchase, restricted stock, premium
          conversion, medical,  hospitalisation,  vision, dental or other health
          life,  disability,  severance,  termination or other employee  benefit
          plan,  program,  arrangement,  agreement or policy (whether written or
          unwritten)  that is subject  to the laws of the United  States and (i)
          that benefits any employee or former  employee of a Target  Company or
          Subsidiary;   (ii)  to  which  any  Target   Company   or   Subsidiary
          contributes,  is  obligated  to  contribute  to,  is a party  to or is
          otherwise  bound; or (iii) with respect to which any Target Company or
          Subsidiary has any liability.

16        Compliance with Law

16.1      The Target  Companies  have  conducted  their business in all material
          respects in accordance with all applicable laws and regulations and so
          far as the Vendor is aware there is no order,  decree or  judgement of
          any Court or any  governmental  agency of the  United  Kingdom  or any
          other country outstanding against any member of the Target Group.

16.2      So far as the Vendor is aware, all necessary licences,  registrations,
          consents,   declarations,   permits  and  authorisations  (public  and
          private)  material to the  operation of the business of the Group as a
          whole have been  obtained by each member of the Target Group to enable
          each member of the Target Group to carry on its  business  effectively
          in the places and in the manner in which such  business is now carried
          on. No member of the Target Group has received notice of the

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<PAGE>

          requirement to have such a licence. So far as the Vendor is aware, all
          such licences,  registrations,  consents,  permits and  authorisations
          which are held by a Target  Company are valid and  subsisting  and, so
          far as the Vendor is aware,  no notice has been  received  that any of
          them are being suspended, cancelled or revoked.

17        Taxation

17.1      Definitions

17.1.1    Words and  expressions  defined  for the  purposes  of Schedule 9 (Tax
          Covenant) shall have the same meaning for the purposes of this Part of
          Schedule 5.

17.1.2    For the purposes of this  paragraph  17, the term  "Target  Companies"
          shall include each of the Subsidiaries.

17.2      The Accounts

17.2.1    All liabilities,  whether actual or deferred,  contingent or disputed,
          of the Target  Companies  for tax  measured  by  reference  to income,
          profits or gains earned,  accrued or received (other than  prepayments
          received in the ordinary course of business) on or before the Accounts
          Date or arising in respect of an event occurring or deemed to occur on
          or before the Accounts Date are fully provided for or (as appropriate)
          disclosed in the Accounts.  All other Warranties  relating to specific
          tax matters set out in this Schedule are made without prejudice to the
          generality of this paragraph.

17.2.2    Full  provision  has been made in the Accounts  for deferred  taxation
          (calculated  according  to  Financial  Reporting  Standard  19 or such
          similar generally accepted  accounting  practice as is applicable in a
          relevant foreign  jurisdiction) and the corresponding  U.S. GAAP rules
          with respect to MWA.

17.3      Position since Accounts Date

          Since the Accounts Date:-

17.3.1    the Target  Companies have not been involved in any transaction  which
          has  given or may give  rise to a  taxation  liability  on the  Target
          Companies  (or  would  have  given  rise or might  give rise to such a
          liability but for the  availability of any relief) other than taxation
          in  respect  of  normal  trading  income  or  receipts  of the  Target
          Companies arising from transactions entered into by it in the ordinary
          course of business;

17.3.2    the level of payments made by the Target  Companies  which will not be
          deductible for the purposes of corporation  tax (or any  corresponding
          tax on  profits  in any  relevant  foreign  jurisdiction),  either  in
          computing  the profits of the Target  Companies  or in  computing  the
          corporation  tax or  corresponding  tax  chargeable on them,  does not
          materially  exceed the average level of such  payments  which were not
          deductible in an equivalent  period in the previous  three  accounting
          periods;

17.3.3    the  Target  Companies  have  not  been  involved  in any  transaction
          otherwise than on arm's length terms;

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<PAGE>

17.3.4    no disposal has taken place or other event occurred which has given or
          may give rise to a liability to taxation  which,  if such  disposal or
          event had been planned or predicted at the Accounts Date,  should have
          been reflected in the provision for deferred taxation contained in the
          Accounts;

17.3.5    no accounting  period (as defined in Section 12 Taxes Act 1988) of the
          Target  Companies  has ended as referred  to in Section  12(3) of that
          Act; and

17.3.6    no taxes will be payable by MWA as a direct result of the Completion.

17.4      Continuing obligations

          All sums of a revenue  nature  (including  without  limitation  rents,
          interest,  management  charges  and  annual  payments)  payable by the
          Target  Companies  pursuant  to an  obligation  incurred by the Target
          Companies before Completion and which will continue to bind the Target
          Companies  after  Completion  have been and will  continue to be fully
          deductible for the purposes of corporation  tax (or any  corresponding
          tax on  profits  in any  relevant  foreign  jurisdiction),  either  in
          computing  the profits of the Target  Companies  or in  computing  the
          corporation tax or corresponding tax chargeable on them.

17.5      Administrative matters

17.5.1    The Target  Companies have not at any time been, nor do they expect to
          be, involved in any dispute with, or the subject of any enquiry by any
          taxation authority (whether of the UK or elsewhere) other than routine
          enquiries of a minor nature  following the submission of  computations
          and returns.

17.5.2    The Target  Companies  have duly,  and  within  any  appropriate  time
          limits, made all returns, given all notices,  supplied all information
          and  maintained  all such records as are  required to be made,  given,
          supplied  or  maintained  by  them;  all  such  returns,  notices  and
          information  were  complete and accurate in all material  respects and
          were made or provided on the proper basis.

17.5.3    The  Target  Companies  have duly paid all  taxation  which  they have
          become  liable to pay and have not been  notified of any  liability to
          pay any penalty,  interest,  supplement,  fine,  default  surcharge or
          other payment in connection  with any claim for taxation.  Each of the
          Target Companies has withheld and paid all taxes required to have been
          withheld and paid in connection  with any amounts paid or owing to any
          employee,  independent  contractor,  creditor,  shareholder,  or other
          third party.

17.5.4    The  Target   Companies  are  not  required  by  The  Corporation  Tax
          (Instalment   Payments)   Regulations   1998  (SI  1998/3175)  to  pay
          corporation  tax by  instalments.  None of the Vendors  expects any US
          taxation  authority to assess any additional  taxes for any period for
          which tax returns have been filed.  No foreign,  US federal,  state or
          local tax audits or  administrative  or judicial tax  proceedings  are
          pending or being conducted with respect to the Target Companies.  None
          of the Target  Companies  has received  from any  foreign,  US federal
          state or local  taxation  authority any written  notice  indicating an
          intent  to open an audit  or other  review,  request  for  information
          related to tax matters, or notice of deficiency or proposed adjustment
          for any amount of tax  proposed,  asserted or assessed by any taxation
          authority against the Target Companies.

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<PAGE>

17.5.5    All claims,  disclaimers,  elections,  appeals or  applications by the
          Target  Companies  the making of which has been taken into  account in
          the  Accounts  have been made and were and remain valid and the Target
          Companies  have  retained all such records and  information  as may be
          requisite  to evidence  any such claim as being a correct and complete
          claim and to enable any future  such claim to be made as a correct and
          complete claim.

17.5.6    No claim for foreign tax credit has been made by the Target  Companies
          in connection  with which a notice under Section 806(3) Taxes Act 1988
          is required to be, but has not yet been,  given (notice of foreign tax
          adjustment).

17.5.7    No  transaction  in respect of which any consent or clearance from any
          taxation  authority  was  required or sought has been  entered into or
          carried out by the Target Companies  without such consent or clearance
          having been properly obtained.  Any transaction for which such consent
          or clearance was obtained has been carried out in accordance  with the
          terms of such consent or clearance and the  application  in respect of
          which  such  consent  or  clearance  was based and at a time when such
          consent or clearance was valid and effective.

17.5.8    No taxation  authority  has  operated or agreed to operate any special
          arrangement or practice  (being one not based on relevant  legislation
          or  published  practice)  in  relation  to the  affairs  of the Target
          Companies.

17.5.9    In relation to the Target Companies,  the Disclosure Letter gives full
          details of:-

          17.5.9.1  any  company  tax return  which has not become  final at the
                    date of this Agreement; and

          17.5.9.2  in  relation to any such tax return,  any  amendment  by the
                    Inland  Revenue,  any  Inland  Revenue  enquiry,  discovery,
                    assessment   or  discovery   determination   any  notice  of
                    deficiency,  proposed notice of deficiency  issued by the US
                    Internal Revenue Service or any US state or local department
                    of revenue; and

          17.5.9.3  in relation to any accounting period of the Target Companies
                    ending  before  1  July  1999,   any   assessments  to  tax,
                    determinations or directions made by any tax authority which
                    are subject to appeal or have  otherwise not become final at
                    the date of this Agreement.

17.5.10   MWA:

          17.5.10.1 files  a  US  federal   consolidated  tax  return  with  its
                    affiliated  group, the common parent of which is Cordiant US
                    Holdings,  Inc.  Cordiant  US  Holdings,  Inc  has  filed  a
                    consolidated  federal  income  tax  return  with MWA and its
                    subsidiaries for the taxable year immediately  preceding the
                    current  taxable  year and is  eligible  to make an election
                    under  Section  338(h)(10)of  the  Internal  Revenue Code of
                    1986, as amended.

          17.5.10.2 is not a US real  property  holding  company  as  defined by
                    Section 897 o f the U.S.  Internal  Revenue  Code of 1986 as
                    amended;

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<PAGE>

          17.5.10.3 has not made any election to be bound by the  provisions  of
                    US Treasury regulations section 1.1503-2(g)(2);

          17.5.10.4 has no  branch,  agency,  place  of  business  or  permanent
                    establishment outside the United States.

17.6      Company residence

17.6.1    The Target  Companies  are,  and have at all times been,  resident for
          taxation  purposes in the United  Kingdom and are not, and have not at
          any time been,  treated as resident in any other  jurisdiction for any
          taxation   purposes   (including   pursuant  to  any  double  taxation
          arrangement).  They  have no  branch,  agency,  place of  business  or
          permanent establishment outside the United Kingdom.

17.6.2    For the  purposes  of  Schedule  28  Finance  Act  2000  (recovery  of
          corporation tax payable by non-resident company):

          (a)  the  Target  Companies  are not and have not been a member of the
               same group of companies  as any company  which is not resident in
               the United Kingdom but carries on a trade in the United Kingdom

          (b)  the  Target  Companies  are not and have  not been a member  of a
               consortium  which owns or at that time owned any company which is
               not resident in the United  Kingdom but carries on a trade in the
               United Kingdom

          (c)  the  Target  Companies  are not and have not been a member of the
               same  group of  companies  as a company  which at that time was a
               member of a consortium  owning a company which is not resident in
               the United Kingdom but carries on a trade in the United Kingdom.

17.7      Distributions and payments

17.7.1    The Target Companies have not in the last six years:-

          17.7.1.1  made any  distribution  or deemed  distributions  within the
                    meaning of Sections 209 or 210 Taxes Act 1988 (distributions
                    and  deemed  distributions)  except as  provided  for in its
                    audited accounts;

          17.7.1.2  issued any share  capital as paid up  otherwise  than by the
                    receipt of new consideration  (within the meaning of Section
                    254 Taxes Act 1988); or

          17.7.1.3  redeemed, repaid or purchased, or agreed to redeem, repay or
                    purchase, any of their own shares.

17.7.2    No  securities  (within the meaning of Section  254(1) Taxes Act 1988)
          issued by the Target  Companies  and remaining in issue at the date of
          this Agreement were issued in circumstances  such that the interest or
          any other amount payable on those  securities falls to be treated as a
          distribution.

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<PAGE>

17.7.3    The Target Companies have not within the period of six years preceding
          Completion  made or  received  any  distribution  which  is an  exempt
          distribution  within Sections 213 to 218(1) (inclusive) Taxes Act 1988
          (demergers).

17.7.4    The Target  Companies  have not elected  under  Sections 246A and 246B
          Taxes  Act  1988  for  any  dividend  paid or to be paid by them to be
          treated as a foreign  income  dividend  for the purposes of Chapter VA
          Taxes Act 1988,  and no  payment or other  distribution  by the Target
          Companies  fell to be so treated  pursuant  to  Schedule 7 Finance Act
          1997.

17.7.5    As at 6 April 1999,  the Target  Companies had no  unrelieved  surplus
          advance  corporation tax, as defined in The Corporation Tax (Treatment
          of Unrelieved  Surplus Advance  Corporation  Tax) Regulations 1999 (SI
          1999/358) (the "Shadow ACT Regulations").

17.7.6    The  Target  Companies  have not at any time on or after 6 April  1999
          been a  member  of any  group  (for the  purposes  of the  Shadow  ACT
          Regulations)  that had another  member  which had  unrelieved  surplus
          advance corporation tax (as defined in such Regulations) as at 6 April
          1999.

17.8      Groups, tax consolidation etc.

17.8.1    The Disclosure  Letter gives full details of any surrender or claim by
          the Target  Companies,  or any  agreement  by the Target  Companies to
          surrender or claim

          17.8.1.1  any amount by way of group  relief under the  provisions  of
                    Sections  402 to  413  (inclusive)  Taxes  Act  1988  (group
                    relief);

          17.8.1.2  any  taxation  refund  under the  provisions  of Section 102
                    Finance Act 1989 (company tax refund);

          17.8.1.3  any advance  corporation tax under the provisions of Section
                    240 Taxes Act 1988 (surrender of advance  corporation  tax);
                    or

          17.8.1.4  any  amount of  eligible  unrelieved  foreign  tax under The
                    Double Taxation Relief (Surrender of Relievable Tax Within a
                    Group) Regulations 2001

          including  any  receipt or payment (or any  entitlement  to receive or
          obligation  to make a payment)  in respect  of any such  surrender  or
          claim,  where  such  surrender  or  claim  has not  become  final  and
          determined for any reason.

17.8.2    The Target Companies have received all payments due to them in respect
          of any surrender or claim of group relief, company tax refund, advance
          corporation tax or eligible unrelieved foreign tax and no such payment
          is liable to be refunded in whole or in part.

17.8.3    Each claim for group  relief by the Target  Companies  or payment  for
          surrender  of group  relief by the Target  Companies  reflected in the
          Accounts is a claim for surrender in respect of an  accounting  period
          of the Target Companies which exactly coincides with that of the other
          company  for the  purpose of Section 408 Taxes Act 1988 and during the
          entirety of which both  companies  were  members of the same group for
          the purposes of Chapter IV, Part X Taxes Act 1988 (group relief).

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<PAGE>

17.8.4    The Disclosure  Letter contains full and accurate details of any group
          income  election  made pursuant to Section 247 Taxes Act 1988 to which
          the  Target  Companies  have at any  time  been a  party.  The  Target
          Companies  have not paid any dividend or charge on income  outside any
          such an election  for the time being in force  (other than to a person
          who did not join in the election).

17.8.5    The  Target  Companies  are not and have never been a party to a group
          payment  arrangement  with the Inland Revenue under section 36 Finance
          Act 1998.

17.9      Capital gains

17.9.1    No  liability  to taxation  would arise on the  disposal by the Target
          Companies of any asset other than  trading  stock  acquired  since the
          Accounts Date for a consideration equal to the consideration  actually
          given for the acquisition.

17.9.2    Each  Target  Company's  membership  of a group  for the  purposes  of
          section 170 TCGA 1992 (capital gains  grouping) does not depend on the
          disapplication  of section  170(3)(b)  pursuant to paragraph  46(5) or
          paragraph  47(6)  Schedule  29 Finance  Act 2000 and there has been no
          occasion when the Target  Companies would have been treated as ceasing
          to be a member of a group for the  purposes  of section  179 TCGA 1992
          but for paragraph 47(2) Schedule 29 Finance Act 2000 applying.

17.9.3    The Target  Companies  have not at any time  acquired  any assets from
          another  company  which  is or was at the  time of the  acquisition  a
          member of the same group of companies  (as defined in Section 170 TCGA
          1992) as that of which the relevant Target Company is a member.

17.9.4    The Target Companies have neither elected nor undertaken to elect with
          any other  company  pursuant  to  section  171A TCGA 1992 for  Section
          171(1) TCGA 1992 to apply to any asset disposed of on or after 1 April
          2000 by either company to such election  (notional  transfer  within a
          group).

17.9.5    The Target Companies have neither elected nor undertaken to elect with
          any other  company for any  chargeable  gain or  allowable  loss which
          arises  under  section  179 TCGA 1992 to be treated as accruing to the
          relevant  Target  Company  instead  of to that  other  company or vice
          versa.

17.9.6    The majority of the value in the share  capital of Financial  Dynamics
          (Ireland) Limited does not derive from land situated in Ireland.

17.10     Capital losses

17.10.1   No loss which might accrue on the disposal by the Target  Companies of
          any asset is liable to be reduced or eliminated and no chargeable gain
          is liable to be created  or  increased  by virtue of any  depreciatory
          transaction or any reduction in value of that or any related asset for
          the  purposes  of   corporation   tax  on  chargeable   gains  or  any
          corresponding tax of any relevant foreign jurisdiction.

17.10.2   The  Disclosure  Letter gives details of any loss which has accrued to
          the Target  Companies in respect of which  notice  pursuant to Section
          16(2A)  TCGA 1992 needs to be,  but has not at the time of  Completion
          been, given to an officer of the

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          Board of the Inland  Revenue in order to be an allowable  loss for the
          purposes of the TCGA 1992.

17.11     Capital expenditure - capital allowances

17.11.1   All  capital  expenditure  to which the  provisions  of  Schedule  29,
          Finance  Act 2002  (gains  and  losses  of a company  from  intangible
          assets) do not apply,  other than  expenditure  on land and  buildings
          which  is  not  capable  of  qualifying   for   industrial   buildings
          allowances,  incurred by the Target Companies or which may be incurred
          by them under any continuing  obligation has qualified or will qualify
          for capital  allowances  for each relevant  period at the highest rate
          applicable  to  expenditure  incurred at the time in question  and the
          Disclosure  Letter gives details of allowances  claimed in each of the
          last six years.

17.11.2   The Target  Companies have not since the Accounts Date done or omitted
          to do, or agreed to do, or permitted  to be done,  any act as a result
          of which there may be made a balancing  charge or any  disposal  value
          may be brought  into account or any deemed  trading  receipt may arise
          under or by virtue of any provision of CAA 2001 (or any  corresponding
          legislation outside the UK) or there may be a withdrawal or refusal of
          allowances  or a recovery of excess  relief  under any such  provision
          other than in the ordinary course of business.

17.11.3   The Target Companies have not made any election pursuant to Section 83
          CAA 2001  (election for assets to be treated as short life assets) nor
          are taken to have made such an election by reason of section 89(4) CAA
          2001  (disposal to connected  person).  The Target  Companies have not
          incurred  any  expenditure  on machinery or plant which is a long life
          asset to which CAA 2001 Part 2 Chapter 10 applies.

17.12     Intangible fixed assets

17.12.1   The Disclosure  Letter  identifies each intangible  fixed asset of the
          Target  Companies to which the  provisions of Schedule 29, Finance Act
          2002  apply  (Gains  and  losses of a company  from  intangible  fixed
          assets) and gives details of relevant  expenditure and receipts and of
          all debits and credits  brought into  account by the Target  Companies
          for tax purposes pursuant to the said Schedule 29.

17.12.2   The Target  Companies  have never elected nor undertaken to elect with
          any other company for any chargeable  realisation gain under paragraph
          58 or 60 Schedule 29 Finance Act 2002 (intangible  fixed assets) to be
          treated as accruing to the Target  Companies  instead of to that other
          company or vice versa.

17.13     Loan relationships

17.13.1   The Target Companies are not party to any loan relationship as defined
          in Chapter  II,  Part IV  Finance  Act 1996 which may give rise to any
          debits or  credits  for the  purposes  of that  Chapter  other than in
          relation to interest, charges or expenses.

17.13.2   The Target Companies are not a party to any loan  relationship  (other
          than one subsisting between Target Companies):-

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          17.13.2.1 where there is a  connection  between the parties as defined
                    by Section 87 Finance Act 1996;

          17.13.2.2 which is a  creditor  relationship  of a Target  Company  in
                    respect  of  which  there is no  connection  as  defined  by
                    Section  87 Finance  Act 1996 but in respect of which  there
                    was previously a connection  between that Target Company and
                    any person  standing in the position of a debtor as respects
                    the debt;

          17.13.2.3 where there has been a release of the amounts  payable under
                    the relationship;

          17.13.2.4 to which the transitional  provisions of Schedule 15 Finance
                    Act 1996 apply;

          17.13.2.5 to which  paragraph 11,  Schedule 9 Finance Act 1996 applies
                    (transactions not at arm's length);

          17.13.2.6 to which  Sections  92  (convertible  securities  etc.),  93
                    (relationships  linked to the value of  chargeable  assets),
                    Section 93A (relationships linked to the value of chargeable
                    assets:   guaranteed  returns)  or  94  (indexed  gilt-edged
                    securities) Finance Act 1996 apply;

          17.13.2.7 in relation to which (taking  account only of the particular
                    loan  relationship  and  disregarding  any  other  asset  or
                    liability)  an  exchange  gain or loss  might  arise  to the
                    relevant Target Company;

          17.13.2.8 to which section 93B has applied;

          17.13.2.9 which is a  creditor  relationship  of the  relevant  Target
                    Company  in  respect  of  which  the  debtor  company  is  a
                    consortium  company as defined in paragraph  5A(19) Schedule
                    9, Finance Act 1996 or as subsidiary or holding  company (as
                    defined  in  the  said  paragraph  5A(19))  of a  consortium
                    company.

17.13.3   The Target  Companies  account  for all their loan  relationships  (as
          defined  in Section 81  Finance  Act 1996) on an  authorised  accruals
          basis for accounting periods ending on or before the Accounts Date.

17.13.4   The  Target  Companies  are  not  the  debtors  pursuant  to any  loan
          relationship:-

          17.13.4.1 to which the  provisions  of paragraph 2, Schedule 9 Finance
                    Act 1996 (late interest) have applied; or

          17.13.4.2 which has an  unallowable  purpose  within  the  meaning  of
                    paragraph 13 Schedule 9 Finance Act 1996 (loan relationships
                    for unallowable purposes).

17.13.5   The  Target   Companies  have  not  issued  any  relevant   discounted
          securities (as defined in Schedule 13 Finance Act 1996).

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17.13.6   The  Target  Companies  have  not  ceased  to  be a  party  to a  loan
          relationship  in relation to which  credits or debits will be required
          pursuant to Section 103(6) Finance Act 1996 to be brought into account
          in any  post-cessation  period (as therein  defined)  of the  relevant
          Target Company commencing after Completion.

17.14     Controlled foreign companies

          No  circumstances  exist  which  have or  could  require  there  to be
          apportioned  to a  Target  Company  any  amount  of the  profits  of a
          controlled  foreign  company (as defined in section  747(2)  Taxes Act
          1988).

17.15     Foreign tax credits

          The  application  of the  formula  in section  799(1A)  Taxes Act 1988
          (computation of underlying tax - "mixer cap") has not in any previous
          accounting period been, and will not in the current  accounting period
          be,  applied to restrict  the credit  which the Target  Companies  are
          allowed against United Kingdom taxes for foreign tax.

17.16     Foreign exchange and financial instruments

          The Target Companies have no:-

17.16.1   qualifying  assets,  qualifying  liabilities or currency  contracts to
          which the  provisions of Chapter II, Part II Finance Act 1993 apply or
          will or may apply;

17.16.2   interest rate or currency contracts or options to which the provisions
          of Chapter II, Part IV Finance Act 1994 apply or will or may apply.

17.17     Derivative contracts

          The Target Companies do not have derivatives  contracts within Section
          83 and Schedule 26 Finance Act 2002.

17.18     Transfer pricing

          The Target Companies have not been, and are not, required by paragraph
          1 of Schedule 28AA,  Taxes Act 1988 to compute their profits or losses
          as if an arm's  length  provision  had been made instead of any actual
          provision.  The Target Companies have not been and are not required to
          reallocate  profits  and  losses  pursuant  to  Section  482 of the US
          Internal Revenue Code of 1986, as amended.

17.19     Withholdings

17.19.1   The Target  Companies have made all deductions and retentions of or on
          account of  taxation  as they were or are  obliged or entitled to make
          and have made all such payments of or on account of taxation as should
          have been made to any taxation authority in respect of such deductions
          or retentions.

17.19.2   Each payment made by the Target  Companies  after 1 April 2001 without
          deduction of tax on the basis that section  349A(1) or Section 349E(1)
          Taxes Act 1988 disapplied the requirement to make a deduction was made
          after due and proper enquiry.  No direction has been made by the Board
          of the Inland Revenue

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<PAGE>

          that the said section  349A(1) or Section 349E(1) (as the case may be)
          is not to apply to any payment by the Target Companies.

17.20     Employees etc.

17.20.1   The Target  Companies  have not made any payment  to, or provided  any
          benefit for or on behalf of, any officer or employee or  ex-officer or
          ex-employee  of the  Target  Companies  which  is not  allowable  as a
          deduction  in  calculating  the  profits of the Target  Companies  for
          taxation purposes.

17.20.2   The Target Companies have made all payments, deductions,  withholdings
          or reductions as they should have made in respect of any  remuneration
          or benefits of any kind paid or provided to employees, sub-contractors
          or workers  supplied  by  agencies  in respect of  taxation,  national
          insurance or social  security  contributions,  and all sums payable by
          the Target  Companies  to any  taxation  authority  in respect of such
          amounts have been, or will before  Completion be, paid to the relevant
          authority within the prescribed time limits.

17.20.3   The Target  Companies  have kept proper books and records  relating to
          the same.

17.20.4   The Disclosure Letter contains full details of all share schemes which
          the Target  Companies  operate or in which  employees  are entitled to
          participate,  together  with  copies  of any  approvals  issued by the
          taxation  authorities  in respect of such schemes and nothing has been
          done to prejudice the approved status of any such schemes.

17.21     Value added tax

17.21.1   The Target  Companies are  registered  for the purposes of value added
          tax . The Target Companies are not members of a group of companies for
          UK or foreign  value added tax  purposes and have not applied for such
          treatment.

17.21.2   The Target  Companies have not been required by the  Commissioners  of
          Customs and Excise or equivalent foreign  authorities to give security
          and no steps have been taken for distress to be levied on any asset of
          the Target Companies.

17.21.3   The Target Companies are not in arrears with any payment or returns in
          respect of value added tax. The Target Companies have not been subject
          to any  penalty,  fine or  surcharge in respect of value added tax and
          have not received any notice of any such  penalty,  fine or surcharge.
          The Disclosure  Letter contains details of any amount of consideration
          required to be paid by the Target Company in order to avoid the denial
          of an input tax credit  pursuant  to Section  26A Value  Added Tax Act
          1994.

17.21.4   The Target  Companies  have complied with and observed in all material
          respects  the terms of all  enactments  relating to value added tax or
          any equivalent tax in any jurisdiction  and all  regulations,  orders,
          notices,  provisions and conditions made under those  enactments ("VAT
          legislation").

17.21.5   The Target  Companies have maintained and obtained  complete,  correct
          and up-to-date records,  invoices and other documents (as the case may
          be)  appropriate or requisite for the purposes of VAT  legislation and
          have preserved such records,

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<PAGE>

          invoices and other  documents in such form and for such periods as are
          required by VAT legislation.

17.21.6   The Target  Companies have not in the ten years  preceding  Completion
          incurred any  expenditure on capital items such that the provisions of
          Part XV The Value Added Tax  Regulations  1995 (capital  goods scheme)
          may apply to the Target Companies.

17.21.7   The Target  Companies obtain credit for all input tax paid or suffered
          by them save in relation to input tax which is generally  disallowable
          such as (without  limitation)  client  entertainment,  gifts and motor
          cars.

17.22     Close companies

17.22.1   The  Target  Companies  are not,  nor at any time  within the past six
          years have they been,  close companies as defined in Section 414 Taxes
          Act 1988.

17.22.2   The  Target  Companies  have not made any  transfers  of value  within
          Section 94 Inheritance Tax Act 1984 (charge on participators).

17.22.3   The Target  Companies  have not since 5 April 1965 done anything so as
          to give rise to an  assessment  or any charge to tax under Section 419
          (as extended by Section 422) Taxes Act 1988 (loans to participators).

17.22.4   The Target  Companies  have not since 5 April 1965 made a distribution
          within Section 418 Taxes Act 1988 (incurring of certain expenses).

17.23     Inheritance tax

          No shares in or assets of the  Target  Companies  are  subject  to any
          Inland Revenue charge or to any such power of sale, charge or mortgage
          as is mentioned in Section 212  Inheritance Tax Act 1984 and there are
          no circumstances which might lead to such a charge or power arising.

17.24     Anti-avoidance

          The Target Companies have not at any time been a party to or otherwise
          involved in a  transaction  or series of  transactions  in relation to
          which  advisers  considered  that  there  was a risk  that the  Target
          Companies  could be liable to taxation  under the  provisions  of Part
          XVII Taxes Act 1988 or as a result of the  principles  in W.T.  Ramsay
          Limited  v IRC  (54 TC  101) or  Furniss  v  Dawson  (55 TC  324),  as
          developed in subsequent cases.

17.25     Secondary liability

          The Target Companies are not, nor will they become,  liable to pay, or
          make  reimbursement  or  indemnity in respect of, any taxation (or any
          amount corresponding to taxation) in consequence of the failure by any
          other person to discharge that taxation or amount within any specified
          period or otherwise, where the taxation or amount relates to a profit,
          income or gain, transaction, event, omission or circumstances arising,
          occurring  or deemed  to arise or occur  (whether  wholly  or  partly)
          before Completion.

                                      -69-

<PAGE>

17.26     Payments equivalent to taxation

17.26.1   The Target Companies have not entered into any indemnity, guarantee or
          covenant  under  which  the  Target  Companies  have  agreed or can be
          procured to meet or pay a sum equivalent to or by reference to another
          person's liability to taxation.

17.26.2   The Target  Companies  are not  liable,  nor has any event or omission
          occurred in  consequence  of which the Target  Companies  could at any
          time become liable, to make a payment to any person as a result of the
          discharge by that person of any  liability of the Target  Companies to
          taxation incurred on or before Completion.

17.27     Stamp duty etc.

17.27.1   All  documents  to which the  Target  Companies  are a party and under
          which the Target  Companies  have any rights or which form part of the
          Target  Companies'  title to any  asset  owned by them  have been duly
          stamped with the correct amount of stamp duty and any applicable stamp
          or other duty in respect of such  documents has been accounted for and
          paid and no  stamp  duty  remains  to be paid in  respect  of any such
          documents  which are  outside  the United  Kingdom  and have yet to be
          brought into the United Kingdom. No circumstances exist or might exist
          which would require the Target  Companies to  re-present  for stamping
          any document which has already been stamped.

17.27.2   The Target Companies have complied in all respects with the provisions
          of Part IV Finance  Act 1986  (stamp  duty  reserve  tax) and with any
          regulations made under it and neither they nor any nominee for them is
          a party to any agreement which falls within the terms of Section 87(1)
          of that Act (principal charge) and in relation to which the conditions
          referred to in Section 92(1) of that Act (repayment or cancellation of
          tax) have not been fulfilled.

17.27.3   The Target  Companies  do not hold any estate or interest in land that
          was  transferred,  granted  or  surrendered  to them by an  instrument
          executed within the period of two years preceding this Agreement which
          has been  stamped  on the basis that  relief  under  Finance  Act 1930
          section 42 or Finance Act (Northern Ireland) 1954 section 11 (transfer
          of property between associated bodies corporate) applies, and does not
          hold any estate or interest in land that is derived  from an estate or
          interest that was so transferred, granted or surrendered.

17.27.4   The Target  Companies  do not hold any estate or interest in land that
          was  transferred,  granted  or  surrendered  to it  by  an  instrument
          executed within the period of two years preceding this Agreement which
          has been  stamped  on the basis that  relief  under  Finance  Act 1986
          section 76 applies.

17.27.5   The  Target  Companies  have  not  been  involved  in any  transaction
          involving  any  instrument  in relation to which a claim for exemption
          from stamp duty was made in accordance  with sections 79 and 90 of the
          Irish Stamp Duties  Consolidation  Act 1999. The Target Companies have
          complied in all respects (where  applicable)  with their obligation to
          account for and pay all amounts due in respect of capital duty.

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                                   SCHEDULE 5
                                     Part 2
                             Purchaser's Warranties

1         The Purchaser

1.1       The Purchaser has full power to enter into and perform this  Agreement
          and all the documents in the Agreed Form to be executed by it and this
          Agreement  constitutes,  and  each  such  Agreed  Form  document  when
          executed  will  constitute,  binding  obligations  of the Purchaser in
          accordance with its terms.

1.2       The  execution and delivery of this  Agreement,  and any of the Agreed
          Form documents to be executed, by the Purchaser and the performance of
          and compliance with its terms and provisions will not conflict with or
          result in a breach of, or constitute a default  under,  the Memorandum
          or Articles of  Association  of the Purchaser or any order or judgment
          that applies to or binds the Purchaser or any of its property.

1.3       Except for merger,  anti-trust or regulatory consents or approvals, no
          consent,  action,  approval or authorisation  of, and no registration,
          declaration,   notification  or  filing  with  or  to,  any  court  or
          governmental or  administrative  authority is required to be obtained,
          or made, by the Purchaser to authorise the execution or performance of
          this Agreement by the Purchaser.

1.4       At Completion  the  Purchaser  will have  immediately  available on an
          unconditional  basis (subject only to  Completion)  the necessary cash
          resources to meet  obligation to pay the Initial  Consideration  under
          this  Agreement or any of the documents  referred to in this Agreement
          at Completion.

2         Information provided

          The Purchaser has not entered into this agreement in reliance upon any
          statement, representation, warranty or understanding of any kind other
          than the Vendor's Warranties.

3         Other interests

          The Purchaser is purchasing the Shares for itself beneficially and not
          wholly or partly as agent for any other person.

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                                   SCHEDULE 6
                            Limitations on liability

1         The terms of this Schedule 6 are subject to Clauses 8.5 and 14.4.

2         The  Purchaser  acknowledges  to and agrees  with the Vendor  that any
          claim by the  Purchaser  in  respect  of any  breach  of the  Vendor's
          Warranties  ("a Vendor's  Warranty  Claim") and, where provided for in
          this  Schedule,  under  the  Tax  Covenant,  shall  be  dealt  with in
          accordance  with  the  following  provisions  of  this  Schedule.  The
          Vendor's  Warranties  shall  accordingly have effect subject to and as
          qualified by the terms of this Schedule.

3         The  liability  of the Vendor in respect of any breach of the Vendor's
          Warranties shall be limited as follows:-

3.1       there  shall  be  disregarded  for all  purposes  (including,  for the
          avoidance of doubt,  the  application  of paragraph 3.2) any breach of
          any of the  Vendor's  Warranties  in respect of which the amount which
          the  Purchaser  would  otherwise  (but  for  the  provisions  of  this
          paragraph 3.1) be entitled to recover would be less than (pound)15,000
          (and,  for  these  purposes,  a number of  claims  under the  Vendor's
          Warranties  arising  out of the same facts,  matters or  circumstances
          shall be treated as a single claim);

3.2       subject to  paragraph  3.1,  the  Purchaser  shall not be  entitled to
          recover any amount in respect of a breach of the  Vendor's  Warranties
          unless the amount recoverable,  when aggregated with all other amounts
          recoverable   for   breach   of  the   Vendor's   Warranties   exceeds
          (pound)200,000,  in which  event only the whole  amount and not merely
          the excess over such sum shall be recoverable;

3.3       the  aggregate  liability  of the  Vendor  in  respect  of all and any
          Vendor's  Warranty  Claims  and  any  claim  under  the  Tax  Covenant
          (excluding  claims under  paragraph  2.1.5 and associated  costs under
          paragraph  2.1.6 of the Tax Covenant) shall be limited to and shall in
          no event exceed (pound)15,000,000; and

3.4       the  aggregate  liability of the Vendor in respect of paragraph  2.1.5
          and associated  costs under paragraph 2.1.6 of the Tax Covenant shall,
          in circumstances  where the primary  liability is not a liability of a
          member of the Remaining Vendor Group or a company previously connected
          with any such member, be limited to the Initial Consideration plus the
          amount by which the Actual  Completion Net  Indebtedness  is less than
          (pound)zero  less any amounts  recovered from the Vendor in respect of
          claims  under  Schedule 9 or for breach of a Vendor's  Warranty  other
          than amounts recovered in respect of claims for secondary  liabilities
          under paragraph 2.1.5 of the Tax Covenant where the primary  liability
          is a liability of a member of the Remaining  Vendor Group or a company
          previously  connected with any such member and associated  costs under
          paragraph 2.1.6 thereof.

4         Subject to  paragraph 5 of this  Schedule,  the Vendor  shall cease to
          have any liability:-

4.1       for breach of any of the Vendor's  Warranties (apart from the Vendor's
          Warranties relating to taxation),  on the expiry of twenty-four months
          following Completion; and

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<PAGE>

4.2       for breach of the Vendor's  Warranties  relating to taxation and under
          the Tax  Covenant  on the seventh  anniversary  of  Completion  or, if
          longer,  the applicable  statutory  limitation  period applicable in a
          jurisdiction other than the United Kingdom where the subject matter of
          the tax claim concerns that other jurisdiction;

          but the  liability of the Vendor in respect of any  Vendor's  Warranty
          Claim shall terminate absolutely if proceedings in respect of it shall
          not have been  commenced by being both issued and served on the Vendor
          within  the  period  of  twelve  months  from the  date on  which  the
          Purchaser  gives notice to the Vendor in accordance with paragraph 6.1
          of  this  Schedule  or,  if  later,  the  date on  which a  contingent
          liability (the subject of a Vendor's Warranty Claim) becomes an actual
          liability.

5         The  Vendor  shall not be  liable  under the  Vendor's  Warranties  in
          respect of any claim based upon a liability  which is contingent  only
          unless  and  until  such  contingent   liability   becomes  an  actual
          liability,  provided that this paragraph  shall not operate to avoid a
          claim made in respect of a contingent  liability within the applicable
          time limit specified in paragraph 4.

6         The Vendor shall have no liability in respect of any Vendor's Warranty
          Claim:-

6.1       to the extent  that  specific  provision  or reserve in respect of the
          liability  or other  matter  giving rise to the claim in question  was
          made in the Completion  Statement  (or, other than where  liability in
          respect of the Vendor's  Warranty  Claim in question is assessed on an
          indemnity  basis,  if such a provision or reserve was made in the last
          management  accounts  disclosed to the Purchaser  prior to the date of
          this  Agreement,  to the extent of any  increase in such  provision or
          reserve in the Completion Statement);

6.2       to the extent  that the claim in  question  arises,  or is  increased,
          wholly  or partly as a result  of any  change in any  enactment,  law,
          regulation,  directive  or  practice  of  any  government,  government
          department or agency or any regulatory body (including extra statutory
          concessions of the Inland  Revenue) not announced prior to the date of
          this  Agreement and made after the date of this  Agreement  whether or
          not having retrospective effect;

6.3       to the extent that the claim in question would not have arisen but for
          a voluntary act or transaction  otherwise than in the ordinary  course
          of business,  which could reasonably have been avoided, carried out by
          the  Purchaser  or any of its Group  Companies  (including  the Target
          Companies or any of the Subsidiaries) after the date of this Agreement
          and which the  Purchaser  or (as the case may be) such  Group  Company
          ought  reasonably  to have been  aware  might  give rise to that claim
          except any act to comply with law or a  regulatory  requirement  or to
          comply with an  undertaking  or commitment  in existence  prior to the
          date of this Agreement;

6.4       to the extent that the Target Companies or any of the Subsidiaries are
          insured,  (and  recover  under such  insurances)  against  any loss or
          damage  suffered by the Target  Companies  or any of the  Subsidiaries
          forming  the  basis of the  claim in  question  under the terms of any
          insurance  policy of the Target  Companies or any of the  Subsidiaries
          for the time  being in force (or would  have been so  insured  had any
          insurance  cover  in  force  immediately   following  Completion  been
          maintained

                                       73
<PAGE>

          in force, or had the insurance  cover  recommended to the Purchaser by
          its insurance  advisers at  Completion  been  implemented  immediately
          following  Completion and maintained in force).  In the  circumstances
          referred to above, the Purchaser undertakes to procure that the Target
          Group seeks full recovery under any such insurance;

6.5       to the extent that the  liability or other  matter  giving rise to the
          claim under the Vendor's Warranties in question is fairly disclosed by
          the Disclosure Letter.

7         If any matter comes to the notice of the Purchaser,  any of the Target
          Companies  or  any  of the  Subsidiaries  which  may  give  rise  to a
          liability  under the Vendor's  Warranties,  the  Purchaser  shall (and
          shall procure that the Target Companies and the Subsidiaries shall):-

7.1       as soon as reasonably  practicable  give written notice of that matter
          to the  Vendor,  specifying  in  reasonable  detail  the nature of the
          potential  liability and, so far as is practicable,  the amount likely
          to be claimed in respect of it;

7.2       not make any admission of liability,  agreement or compromise with any
          person, body or authority in relation to that matter without the prior
          written consent of the Vendor;

7.3       give the Vendor and its professional  advisers (subject to appropriate
          confidentiality  and hold  harmless  undertakings  being  given by the
          Vendor  and  its  professional  advisers)  reasonable  access  to  the
          personnel of the Purchaser  and/or the Target  Companies or any of the
          Subsidiaries  (as  the  case  may be)  and to any  relevant  chattels,
          accounts,  documents  and  records  within the power or control of the
          Purchaser and/or the Target Companies or any of the Subsidiaries so as
          to enable the Vendor and its  professional  advisers  to examine  such
          premises, chattels, accounts, documents and records and to take copies
          at their own expense;

7.4       subject to the Vendor  indemnifying  the  Purchaser  and/or the Target
          Companies  and  the   Subsidiaries  to  the   Purchaser's   reasonable
          satisfaction against the full amount of any liability,  costs, damages
          or expenses which may be reasonably incurred,  take such action as the
          Vendor may reasonably request to avoid, dispute, resist, compromise or
          defend any claim  arising out of the matter in question  PROVIDED THAT
          the Vendor  shall not be entitled to require the  Purchaser  or any of
          its  Affiliates to take any course of action which would be materially
          prejudicial  to the best  interests of that member of the Target Group
          or the Target Group as a whole or which is unlawful.

7.5       Failure to comply with the  provisions  of this  paragraph 7 shall not
          limit or restrict the liability of the Vendor for breach of a Vendor's
          Warranty  except  to  the  extent  that  the  Vendor's  liability  has
          increased by such failure.

8         If the  Purchaser  and/or  any of the Target  Companies  or any of the
          Subsidiaries  is or may be entitled to recover  from some other person
          any sum in respect of any matter  giving  rise to a Vendor's  Warranty
          Claim, the Purchaser shall procure that all reasonable steps are taken
          to enforce  recovery and, if any sum is so recovered,  then either the
          amount  payable by the Vendor in  respect  of that  Vendor's  Warranty
          Claim shall be reduced by an amount equal to the sum  recovered or (if
          any amount  shall  already  have been paid by the Vendor in respect of
          that

                                       74
<PAGE>

          Vendor's Warranty Claim) there shall be repaid to the Vendor an amount
          equal to the amount  recovered or (if less) the amount of such payment
          (in either case with any  interest  paid by such other person but less
          any tax chargeable on the Purchaser or any of the Target  Companies or
          any of the Subsidiaries in respect of such interest).

9         If any loss or damage giving rise to a Vendor's  Warranty  Claim gives
          rise to a  reduction  in the tax  liability  of the  Purchaser  or any
          Target  Company or Subsidiary  which would not otherwise  have arisen,
          then the Purchaser  shall procure that full details of such  reduction
          are given to the  Vendor  as soon as  reasonably  practicable  and the
          Purchaser  shall,  on or as soon as reasonably  practicable  after the
          date when the Purchaser or the Target Companies or Subsidiaries  would
          have been under an  obligation  to pay an amount equal to the taxation
          liability so reduced,  make a payment to the Vendor of an amount equal
          to the reduction in the tax liability.

10        For the avoidance of doubt:-

10.1      nothing in this  Schedule  shall limit the  Purchaser's  obligation to
          mitigate its loss in respect of any Vendor's Warranty Claim; and

10.2      neither  the  Purchaser  nor  the  Target  Companies  or  any  of  the
          Subsidiaries  shall be entitled  to recover  damages in respect of any
          Vendor's  Warranty  Claim or claim under the Tax Covenant or otherwise
          obtain  reimbursement  or restitution more than once in respect of the
          same loss.

11        This Schedule 6 shall remain in full force and effect  notwithstanding
          Completion  and in  particular  shall not be discharged in whole or in
          part by any breach of any of the Vendor's  Warranties  or any Vendor's
          Warranty Claim or any claim under the Tax Covenant.

                                       75
<PAGE>

                                   SCHEDULE 7
                                 The Properties
<TABLE>
<CAPTION>

      Property                                  Date of       Parties to Lease
                                                 Lease
<C>                                             <C>           <C>
1     2nd Floor                                 07/04/99      Staple Inn Holborn Limited (1)
      Holborn Gate,                                           Marchday General Partner (2)
      326-333 High Holborn, London                            Financial Dynamics Limited (3)

2     Part Ground Floor and part basement,      07/04/99      Staple Inn Holborn Limited (1)
      Holborn Gate,                                           Marchday General Partner (2)
      326-333 High Holborn, London                            Financial Dynamics Limited (3)

3     The Old Carpenter's Storage Room                        Holborn Gate (Nominee No 1)
      Holborn Gate,                                           Limited and Holborn Gate
      326-333 High Holborn, London                            (Nominee No 2) Limited (1)
                                                              Financial Dynamics Limited (2)

4    Sub-basement Storage Room No. 1                          Holborn Gate (Nominee No 1)
     Holborn Gate,                                            Limited and Holborn Gate
     326-333 High Holborn, London                             (Nominee No 2) Limited (1)
                                                              Financial Dynamics Limited (2)

5    Sub-basement Storage Room No. 4            08/08/99      Holborn Gate (Nominee No 1)
     Holborn Gate,                                            Limited and Holborn Gate
     326-333 High Holborn, London                             (Nominee No 2) Limited (1)
                                                              Financial Dynamics Limited (2)

6    380 Lexington Avenue, NY                   14/12/92      Lexington Avenue & 42nd Street
     (50th Floor)                                             Corporation (1) Morgen-Walke
                                                              Associates, Inc. (2)

7    380 Lexington Avenue, NY                   31/03/93     Lexington Avenue & 42nd Street
     (51st Floors)                                           Corporation (1) Morgen-Walke
                                                             Associates, Inc. (2)

8    380 Lexington Avenue, NY (49th Floor)      30/08/96     Lexington Avenue & 42nd Street
                                                             Corporation (1) Morgen-Walke
                                                             Associates, Inc. (2)

9    380 Lexington Avenue, NY (48th Floor)      02/06/95     Lexington Avenue & 42nd Street
                                                             Corporation (1) Morgen-Walke
                                                             Associates, Inc. (2)

10   380 Lexington Avenue, NY (43rd Floor)     25/06/99      Lexington Avenue & 42nd Street
                                                             Corporation (1) Morgen-Walke
                                                             Associates, Inc. (2)

11   380 Lexington Avenue, NY (11th Floor)     15/09/93      Lexington Avenue & 42nd Street
                                                             Corporation (1) Morgen-Walke
                                                             Associates, Inc. 2)

12   445 Park Avenue, NY                       26/05/99      Morrow & Company, Inc (1)
</TABLE>

                                       76
<PAGE>
<TABLE>
<CAPTION>

      Property                                  Date of       Parties to Lease
                                                 Lease
<C>                                             <C>           <C>
                                                              Morgen-Walke Associates, Inc.(2)

13    99 Summer Street, Suite 350 Boston,       27/06/01      Carlyle/Paradigm 99 Summer,
      MA                                                      LLC (1)
                                                              Morgen-Walke Associates, Inc. (2)

14    44 Montgomery Street, Suite 1500, SF,     09/04/97      State Street Bank and Trust
      SA 94104                                                Company of California, N.A. as
                                                              Trustee for Telephone Real Estate
                                                              Equity Trust (1)
                                                              and Morgen-Walke Associates,
                                                              Inc. (2)

15    10 Merrion Sq, Dublin                     22/02/01      Yakuzza Company (1) and
                                                              Gallagher & Kelly Public Relation
                                                              Limited (2)

16    Lower Ground Floor and Ground Floor       31/01/00      St Pancras Housing Association (1)
      12 Dorrington Street                                    Corporate & Financial Design
      London EC1                                              Limited (2)

17    20 rue des Pyramides                      20/02/97      Chartier et Cie (1)
      75001 Paris                                             Morgen-Walke Europe S.A. (2)
      France

18    2nd Floor                                               Ahrens & Behrent Agentur fur
      Stiftstr. 8-10                                          Kommunikation GmbH (1)
      60313 Frankfurt am Main                                 ABFD (2)
      Germany

19    2 Aheon and 40 Loukianou                  03/02/03      FDL (1)
      Athens                                                  Cleverbank Communications
      Greece                                                  Management S.A. (2)
</TABLE>

                                       77
<PAGE>

                                   SCHEDULE 8

                               Completion Accounts

                                     Part 1

                                   Definitions


1         In this Agreement:-

1.1       "Completion  Working  Capital" shall mean the aggregate  amount of the
          line items  marked  "Yes" in the  column  headed  "Include  in working
          capital?"  in the  Annexure to this  Schedule 8, such line items being
          determined as at 31 May 2003;

1.2       "Actual  Completion Net Indebtedness"  shall mean the aggregate amount
          of the line items  marked "Yes" in the column  headed  "Include in net
          debt?" in the Annexure to this Schedule 8 as at 31 May 2003 (and,  for
          the  avoidance of doubt,  this may result in a negative  figure and be
          less than zero for the purposes of Clause 4.1.1); and

1.3       "FDL  Accounting  Policies"  shall mean the  accounting  policies  and
          principles  applied in the preparation of FDL's  financial  statements
          for the year ended 31 December 2002.


                                     Part 2

                              Completion Statement


2         The Completion  Working Capital and Completion Net Indebtedness  shall
          be calculated applying the following policies,  principles,  bases and
          methodologies;

2.1       the specific provisions set out in clause 3 of this Part 2 of Schedule
          8;

2.2       the FDL Accounting  Policies to be applied on a basis and  methodology
          consistent  with  their  application  in  the  individual   companies'
          financial  reporting  packages for the year ended 31 December  2002 as
          used  to  compile  the  Special  Purpose  Accounts  in so far as  such
          application would be consistent with UK GAAP; and

2.3       UK GAAP, as at 31 May 2003.

          In the event of any conflict between the application of clauses 2.1 to
          2.3 above,  the  application of clause 2.1 shall take  precedence over
          that in clauses 2.2 and 2.3, and the  application  of clause 2.2 shall
          take precedence over that in clause 2.3.

3         The following  specific  provisions  governing the  preparation of the
          Completion Working Capital shall apply:-



                                       78

<PAGE>


3.1       the exchange rate between Pounds Sterling ((pound)) and Euros ((euro))
          and Pounds  Sterling  ((pound))  and US Dollars  (US$) shall,  in each
          case, be the relevant closing rate as specified by the Bank of England
          at 31 May 2003;

3.2       the net assets of ABFD will be included in the Completion Statement by
          way of proportional consolidation;

3.3       the amount of the security  deposit  (together  with interest  accrued
          thereon) in respect of MWA's  obligations  under the Lexington  Avenue
          Lease shall be excluded for all purposes;

3.4       the Completion Statement will be prepared such that only events taking
          place  up  until  and  information  available  at the  time  when  the
          Purchaser  submits the first draft of the Completion  Statement to the
          Vendor shall be relevant to the preparation and contents thereof;

3.5       the Completion Statement shall contain no general accruals;

3.6       revenue,  including  rechargeable  expenses,  will be  included in the
          Completion   Statement  using  the  accounting   polices,   accounting
          principles  and  accounting  bases  that  were  used in the  financial
          reporting  packages  that were used to  compile  the  special  purpose
          accounts for the year ended 31 December 2002;

3.7       no  general  provisions  for bad  debts  will be  made.  All bad  debt
          provisions  included in the Completion  Statement must be specific and
          the need for the provision justified with appropriate evidence.

4         For the avoidance of doubt and  notwithstanding any other provision of
          this Agreement,  the following  principles  shall apply in relation to
          taxation on income, profits and gains:

4.1       no amounts  payable to or  receivable  from a  taxation  authority  in
          respect of taxation  on income,  profits or gains shall be included in
          the Actual  Completion Net  Indebtedness as creditor or debtor amounts
          (as applicable);

4.2       amounts equal to the consideration payable for all surrenders of group
          relief made prior to the date  hereof or as  referred to in  paragraph
          13.1.4 of  Schedule 9 shall be  included  as  creditor  amounts in the
          Actual  Completion  Net  Indebtedness  and shall also be  included  as
          Actual  Completion  Intra-Group  Payables  save to the extent that any
          such  surrender  will  give rise to a  repayment  of  taxation  from a
          taxation  authority which is not included in the Actual Completion Net
          Indebtedness,  in which case no  consideration  payable for such group
          relief shall be reflected in the Actual Completion Net Indebtedness or
          included as Actual Completion  Intra-Group Payables and paragraph 13.7
          of Schedule 9 of the Tax  Covenant  shall apply.  For these  purposes,
          terms defined in the Tax Covenant shall have the same meanings in this
          paragraph 4.



                                       79
<PAGE>
<TABLE>
<CAPTION>

--------------- ----------------------------- --------- -------------- ---------- ------------- -------------- ----------------
                                              Include    Include in    Aggregated   Components     Aggregated    Components of
                                                 in       net debt?     December            of       May 2003  working capital
                                              working                       2002       working        Balance   at 31 May 2003
                                              capital?                   Balance       capital          Sheet
                                                                           Sheet         at 31
                                                                                      December
                                                                                          2002
                                                                       (pound)'000  (pound)'000    (pound)'000     (pound)'000
               FIXED ASSETS
<S>            <C>                               <C>         <C>           <C>          <C>          <C>          <C>
5010           Goodwill                          No          No            6,536                            0
5030           Research & Development Costs      No          No                0                            0
5050           Tangible Fixed Assets             No          No            3,036                            0
5160           Investments-- Group               No          No               11                            0
5205           Investments - Associates          No          No               44                            0
5240.0005      Investments - Joint Ventures      No          No                0                            0
5300           Investments - Long term           No          No                0                            0
               Investments, unlisted
               companies
                                                                       ---------- ------------- -------------- ----------------
               Total Fixed Assets                                         9,627             0              0                0
                                                                       ---------- ------------- -------------- ----------------

CURRENT ASSETS

6005           Work In Progress                 Yes          No              312           312              0
6045.0005      Debtors - due within one year  See below   See below        6,949         6,949              0                0
6045.0010      Debtors - due after one year   See below   See below          482           482              0                0
5550           Current Investments              Yes          No              26             26              0
6200           Cash At Bank & In Hand            No          Yes           6,663                            0
                                                                       ---------- ------------- -------------- ----------------
62201005       Total Current Assets                                       14,431         7,765              0                0
                                                                       ---------- ------------- -------------- ----------------

6300.0005      Creditors due within one
               year                           See below   See below       -9,884        -4,303              0                0
                                                                       ---------- ------------- -------------- ----------------
                                                                       ---------- ------------- -------------- ----------------
62251005       Net Current                                                 4,547         3,462              0                0
               Assets/(Liabilities)
                                                                        ---------- ------------- -------------- ----------------
                                                                        ---------- ------------- -------------- ----------------
62301005       Total Assets Less Current                                   14,174         3,462              0                0
               Liabilities
                                                                        ---------- ------------- -------------- ----------------
6300.0010      Creditors due after more       See below   See below          -13           -13              0                0
               than one year
</TABLE>
                                       80

<PAGE>
<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
6520            Provisions for Liabilities       No          No             -186                            0
                & Charges
6580            Deferred Tax                     No          No              459                            0
                (liability)/asset
5240.0010       Provision for Joint Venture      No          No                0                            0
                Deficit
6600            Net Group Dividends              No          Yes               0                            0
                receivable/(payable)
6620            Net Group Loan balances          No          Yes               0                            0
6640            Net Group Trading balances       No          Yes          -1,279                            0
                                                                       ---------- ------------- -------------- ----------------
68001005        Total Net Assets                                          13,155         3,449              0                0
                                                                       ---------- ------------- -------------- ----------------
                CAPITAL AND RESERVES
7010            Called-up Share Capital          No          No            1,202                            0
7015            Share Premium                    No          No            5,180                            0
7020            Merger Reserve                   No          No                0                            0
7025            Shares to be issued              No          No                0                            0
7030            Special Reserve                  No          No                0                            0
7035            Warrant Reserve                  No          No                0                            0
7040            Unrealised Gains (for            No          No                0                            0
                Cordiant only)
7045            Other Reserve (for Cordiant      No          No                0                            0
                only)
7050            Revaluation Reserve              No          No                0                            0
7055            Reserve 1 (for Cordiant          No          No                0                            0
                only)
7060            Profit and Loss account          No          No            6,771                            0
                                                                       ---------- ------------- -------------- ----------------
7075            Total Shareholder's Funds                                 13,154             0              0                0
7080            Minority Interest                No          No                0                            0
                                                                       ---------- ------------- -------------- ----------------
7005            Total Capital & Reserves                                  13,154             0              0                0
                                                                       ---------- ------------- -------------- ----------------
                Working capital balance                                                  3,449                               0
                                                                                  =============                ================
                FD : Debtors
</TABLE>

                                       81
<PAGE>
<TABLE>
<CAPTION>

<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>

                Amounts due within one year
6050            Trade Debtors                   Yes          No            5,987         5,987              0
6065.0005       Amounts due from associated     Yes          No                0             0              0
                and JV companies
6070.0005       Loans to Employees              Yes          No                0             0              0
6075.0005       Loans - Empl. Share Scheme      Yes          No                0             0              0
6080.0005       Other Loans                     Yes          No                6             6              0
6085.0005       Other Debtors                 See below      No              228           228              0                0
6090.0005       Corporation Tax Recoverable      No          No                4                            0
6100.0005       Prepayments & Accrued income  See below      No              724           724              0                0
                                                                       ---------- ------------- -------------- ----------------
6045.0005       Total Debtors less than one                                6,949         6,945              0                0
                year
                                                                       ---------- ------------- -------------- ----------------

                Amounts due more than one
                year
6065.0010       Amounts due from associated     Yes          No                0             0              0
                and JV companies
6070.0010       Loans to Employees              Yes          No                0             0              0
6075.0010       Loans - Empl. Share Scheme      Yes          No                0             0              0
6080.0010       Other Loans                     Yes          No                0             0              0
6085.0010       Other Debtors                 See below      No              312           312              0                0
6090.0010       Corporation Tax Recoverable      No          No                0                            0
6100.0010       Prepayments & Accrued income  See below      No              170           170              0                0
                                                                       ---------- ------------- -------------- ----------------
6045.0010       Total Debtors more than one                                  482           482              0                0
                year
                                                                       ---------- ------------- -------------- ----------------

                Other Debtors Due within
                one Year
6085.0005.0005  Other Debtors 1                 Yes          No               98            98              0
6085.0005.0010  Other Debtors 2                 Yes          No               11            11              0
6085.0005.0015  Other Debtors 3                 Yes          No              104           104              0
6085.0005.0020  Other Debtors 4                 Yes          No               16            16              0
6085.0005.0025  Other Debtors 5                 Yes          No                0             0              0
6085.0005.0030  Other Debtors 6                 Yes          No                0             0              0
6085.0005.0035  Balance <(pound)50,000          Yes          No                0             0              0
</TABLE>

                                       82
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
                                                                       ---------- ------------- -------------- ----------------
6085.0005       Total Other Debtors Due                                      228           228              0                0
                within one Year
                                                                       ---------- ------------- -------------- ----------------

                Prepayments within one year
6100.0005.0005  Rent Prepaid                    Yes          No              165           165              0
6100.0005.0010  Local Taxes (Sales, etc)        Yes          No                0             0              0
6100.0005.0015  Media Rebates/Prepaids          Yes          No                0             0              0
6100.0005.0020  Accrued External Interest       Yes          No                9             9              0
                Receivable <1yr
6100.0005.0025  Insurance Prepaid               Yes          No               90            90              0
6100.0005.0030  External interest - Bank        Yes          No                0             0              0
                fees (Corporate Companies
                only)
6100.0005.0035  Prepayments 1                   Yes          No              201           201              0
6100.0005.0040  Prepayments 2                   Yes          No              109           109              0
6100.0005.0045  Prepayments 3                   Yes          No               96            96              0
6100.0005.0050  Prepayments 4                   Yes          No                0             0              0
6100.0005.0065  Prepayments 5                   Yes          No                0             0              0
6100.0005.0070  Balance <(pound)50,000          Yes          No               54            54              0
                                                                       ---------- ------------- -------------- ----------------
6100.0005       Total Prepayments & Accrued                                  724           724              0                0
                Income Due within one Year
                                                                       ---------- ------------- -------------- ----------------

                Other Debtors Due after
                more than one Year
6085.0010.0005  Other Debtors 1                 Yes          No              312           312              0
6085.0010.0010  Other Debtors 2                 Yes          No                0             0              0
6085.0010.0015  Other Debtors 3                 Yes          No                0             0              0
6085.0010.0020  Other Debtors 4                 Yes          No                0             0              0
6085.0010.0025  Other Debtors 5                 Yes          No                0             0              0
6085.0010.0030  Other Debtors 6                 Yes          No                0             0              0
6085.0010.0035  Balance <(pound)50,000          Yes          No                0             0              0
                                                                       ---------- ------------- -------------- ----------------
6085.0010       Total Other Debtors Due                                      312           312              0                0
                after more than one Year
                                                                       ---------- ------------- -------------- ----------------
                Prepayments after more than
                one year
6100.0010.0005  Rent Prepaid                    Yes          No              170           170              0
</TABLE>

                                       83

<PAGE>

<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
6100.0010.0010  Local Taxes (Sales, etc)        Yes          No                0             0              0
6100.0010.0015  Media Rebates/Prepaids          Yes          No                0             0              0
6100.0010.0020  Accrued External Interest       Yes          No                0             0              0
                Receivable > 1yr
6100.0010.0025  Insurance Prepaid*              Yes          No                0             0              0
6100.0010.0030  External interest - Bank        Yes          No                0             0              0
                fees (Corporate Companies
                only)
6100.0010.0035  Prepayments 1                   Yes          No                0             0              0
6100.0010.0040  Prepayments 2                   Yes          No                0             0              0
6100.0010.0045  Prepayments 3                   Yes          No                0             0              0
6100.0010.0050  Prepayments 4                   Yes          No                0             0              0
6100.0010.0065  Prepayments 5                   Yes          No                0             0              0
6100.0010.0070  Balance <(pound)50,000          Yes          No                0             0              0
                                                                       ---------- ------------- -------------- ----------------
6100.0010       Total Prepayments & Accrued                                  170           170              0                0
                Income Due after one Year
                                                                       ---------- ------------- -------------- ----------------

                FD : Creditors

                Amounts due within one year
6305.0005       Bank Overdrafts                  No          Yes              15                            0
6310.0005       Banks Loans                      No          Yes               0                            0
6315.0005       Other loans                     Yes          No                0             0              0
6320.0005       Trade Creditors                 Yes          No            1,037         1,037              0
6325.0005       Amounts due to associated       Yes          No                0             0              0
                and JV undertakings
6330.0005       Financial Leases and Hire        No          Yes              18                            0
                Purchases
6335.0005       Taxation on Profits              No          No            4,507                            0
6340.0005       Other Tax & Social Security     Yes          No              475           475              0
6345.0005       Accruals and Deferred Income  See below      No            2,759         1,719              0                0
6350.0005       External Dividends Payable       No          No                0                            0
6355.0005       Other Creditors               See below      No            1,072         1,072              0                0
                                                                       ---------- ------------- -------------- ----------------
6300.0005       Total Creditors                                            9,884         4,303              0                0
                                                                       ---------- ------------- -------------- ----------------
                Amounts due more than one
                year

</TABLE>

                                      -84-
<PAGE>

<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
6305.0010       Bank Overdrafts                  No          Yes               0                            0
6310.0010       Banks Loans                      No          Yes               0                            0
6315.0010       Other loans                     Yes          No                0             0              0
6320.0010       Trade Creditors                 Yes          No                3             3              0
6325.0010       Amounts due to associated       Yes          No                0             0              0
                and JV undertakings
6330.0010       Financial Leases and Hire        No          Yes               0                            0
                Purchases
6335.0010       Taxation on Profits              No          No                0                            0
6340.0010       Other Tax & Social Security     Yes          No                0             0              0
6345.0010       Accruals and Deferred Income  See below      No                0             0              0
6350.0010       External Dividends Payable       No          No                0                            0                0
6355.0010       Other Creditors               See below      No               11            11              0                0
                                                                       ---------- ------------- -------------- ----------------
6300.0010       Total Creditors                                               13            13              0                0
                                                                       ---------- ------------- -------------- ----------------

                Secured Creditors
6360.0005       Secured Creditors 1              No          Yes               0                            0
6360.0010       Secured Creditors 2              No          Yes               0                            0
6360.0015       Secured Creditors 3              No          Yes               0                            0
6360.0020       Secured Creditors 4              No          Yes               0                            0
6360.0025       Secured Creditors 5              No          Yes               0                            0
                                                                       ---------- ------------- -------------- ----------------
6360            Total Secured Creditors due                                    0             0              0                0
                within and after more than
                one year                                               ---------- ------------- -------------- ----------------


                Accruals due within one year
6345.0005.0005  Holiday Pay                     Yes          No               14            14              0
6345.0005.0010  Acquisition cost accruals       Yes          No                0             0              0
                (per goodwill and group
                investment schedules)
6345.0005.0015  Bonus & Profit Shares            No          No            1,041                            0
6345.0005.0020  Ex-Gratia/Redundancy/Severence  Yes          No              310           310              0
6345.0005.0025  WIP prebillings                 Yes          No               52            52              0
6345.0005.0030  External Interest payable -     Yes          No                0             0              0
                (non FRS 4)
</TABLE>

                                       85
<PAGE>
<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
6345.0005.0035  External Interest - FRS 4       Yes          No                0             0              0
                Amortisation (Corporate
                Companies only)
6345.0005.0075  External interest - Bank        Yes          No                0             0              0
                fees (Corporate Companies
                only)
6345.0005.0040  Audit, Legal & Professional     Yes          No               65            65              0
                Fees
6345.0005.0045  EPP Accruals                    Yes          No                0             0              0
6345.0005.0050  ESOS Accruals                   Yes          No                0             0              0
6345.0005.0055  Accruals 1                      Yes          No              823           823              0
6345.0005.0060  Accruals 2                      Yes          No              357           357              0
6345.0005.0065  Accruals 3                      Yes          No                0             0              0
6345.0005.0070  Accruals 4                      Yes          No                0             0              0
6345.0005.0080  Balance < (pound)50,000         Yes          No               97            97              0
                                                                       ---------- ------------- -------------- ----------------
6345.0005       Total accruals due within                                  2,759         1,719              0                0
                one year
                                                                       ---------- ------------- -------------- ----------------


                Accruals due after more
                than one year
6345.0010.0005  Holiday Pay                     Yes          No                0             0              0
6345.0010.0010  Acquisition cost accruals       Yes          No                0             0              0
                (per goodwill and group
                investment schedules)
6345.0010.0015  Bonus & Profit Shares            No          No                0                            0
6345.0010.0020  Ex-Gratia/Redundancy/Severence  Yes          No                0             0              0
6345.0010.0025  WIP prebillings                 Yes          No                0             0              0
6345.0010.0030  External Interest payable       Yes          No                0             0              0
                (non FRS4)
6345.0010.0035  External Interest - FRS 4       Yes          No                0             0              0
                Amortisation (Corporate
                Companies only)
6345.0010.0075  External interest - Bank        Yes          No                0             0              0
                fees (Corporate Companies
                only)
6345.0010.0040  Audit, Legal & Professional     Yes          No                0             0              0
                Fees
6345.0010.0045  EPP Accruals                    Yes          No                0             0              0
6345.0010.0050  ESOS Accruals                   Yes          No                0             0              0
6345.0010.0055  Accruals 1                      Yes          No                0             0              0
6345.0010.0060  Accruals 2                      Yes          No                0             0              0
</TABLE>

                                       86

<PAGE>
<TABLE>
<CAPTION>
<S>             <C>                              <C>         <C>           <C>          <C>          <C>          <C>
6345.0010.0065  Accruals 3                      Yes          No                0             0              0
6345.0010.0070  Accruals 4                      Yes          No                0             0              0
6345.0010.0080  Balance <(pound)50,000          Yes          No                0             0              0
                                                                       ---------- ------------- -------------- ----------------
6345.0010       Total accruals due after                                       0             0              0                0
                more than one year
                                                                       ---------- ------------- -------------- ----------------

                Other creditors due within
                one year
6355.0005.0005  Other creditors 1               Yes          No                0             0              0
6355.0005.0010  Other creditors 2               Yes          No              816           816              0
6355.0005.0015  Other creditors 3               Yes          No              203           203              0
6355.0005.0020  Other creditors 4               Yes          No               53            53              0
6355.0005.0025  Other creditors 5               Yes          No                0             0              0
6355.0005.0030  Other creditors 6               Yes          No                0             0              0
6355.0005.0035  Balance <(pound)50,000          Yes          No                0             0              0
                                                                       ---------- ------------- -------------- ----------------
6355.0005       Total other creditors due                                  1,072         1,072              0                0
                within one year
                                                                       ---------- ------------- -------------- ----------------

                Other creditors due after
                more than one year
6355.0010.0005  Other creditors 1               Yes          No               11            11              0
6355.0010.0010  Other creditors 2               Yes          No                0             0              0
6355.0010.0015  Other creditors 3               Yes          No                0             0              0
6355.0010.0020  Other creditors 4               Yes          No                0             0              0
6355.0010.0025  Other creditors 5               Yes          No                0             0              0
6355.0010.0030  Other creditors 6               Yes          No                0             0              0
6355.0010.0035  Balance <(pound)50,000          Yes          No                0             0              0
                                                                       ---------- ------------- -------------- ----------------
6355.0005       Total other creditors due                                     11            11              0                0
                after more than one year
                                                                       ---------- ------------- -------------- ----------------
</TABLE>

                                       87
<PAGE>

                                   SCHEDULE 9
                                  Tax Covenant

1       Definitions

        In this Schedule,  unless the context requires otherwise,  the following
        words and  expressions  have the following  meanings and in the event of
        conflict  the  definitions  in this  Schedule  shall  prevail  over  the
        definitions in Clause 1 of this Agreement:-

1.1     Accounts relief:  any relief which appears as an asset in the Completion
        Statement or has been taken into account in reducing or eliminating  any
        provision for deferred tax which appears in the Completion Statement (or
        which,  but for the presumed  availability  of such  relief,  would have
        appeared in the Completion Statement);

1.2     Covenantor:   the   Designated   Vendor  in  relation  to  MWA  and  its
        Subsidiaries  and the Vendor in relation to the other  Target  Companies
        and Subsidiaries;

1.3     event:  any event,  act,  omission  or  transaction  (whether or not the
        Company  or  any  Subsidiary  is  a  party  to  such  act,  omission  or
        transaction)   and  for  the  avoidance  of  doubt   includes   (without
        limitation)  any  change in the  residence  of any person and the death,
        winding up or  dissolution  of any person and any  reference to an event
        occurring  on or before a particular  date shall  include a reference to
        any event  which for tax  purposes  is deemed to have,  or is treated or
        regarded as having, occurred on or before that date;

1.4     group relief:

1.4.1   relief surrendered or claimed pursuant to Chapter IV of Part X Taxes Act
        1988;

1.4.2   advance  corporation tax surrendered or claimed  pursuant to Section 240
        Taxes Act 1988;

1.4.3   any  taxation  refund  surrendered  or claimed  pursuant  to Section 102
        Finance Act 1989; and

1.4.4   eligible  unrelieved  foreign tax surrendered or claimed pursuant to The
        Double  Taxation  Relief  (Surrender of  Relievable  Tax Within a Group)
        Regulations 2001;

1.5     post-Completion  relief: any relief which arises as a consequence of, or
        by reference to, an event occurring or deemed to occur after Completion;

1.6     Purchaser:  the US Purchaser in relation to MWA and its Subsidiaries and
        the  Purchaser  as defined in Clause 1 of this  Agreement in relation to
        the other Target Companies and Subsidiaries;

1.7     Purchaser's   Group:  the  Purchaser,   the  Target  Companies  and  the
        Subsidiaries;

1.8     relief:  includes  any  relief,  loss,  allowance,  exemption,  set-off,
        deduction  or credit in  respect  of any  taxation  or  relevant  to the
        computation  of any  income,  profits or gains for the  purposes  of any
        taxation, and any right to a repayment of taxation;


                                       88


<PAGE>

1.9     taxation  or tax:  means any and all forms of  taxes,  levies,  imposts,
        contributions,  duties and  charges in the  nature of  taxation  and all
        withholdings  or  deductions  in  respect  thereof  of  whatever  nature
        whenever imposed whether of the United Kingdom or elsewhere  (including,
        for the  avoidance  of doubt,  US federal  income tax,  state,  local or
        foreign tax, National Insurance  contribution  liabilities in the United
        Kingdom and corresponding or similar  obligations in jurisdictions other
        than the United  Kingdom) and whether  directly or primarily  chargeable
        against, recoverable from or attributable to the Target Companies or any
        Subsidiary or any other person including all fines, penalties,  charges,
        additions and interest relating to the same;

1.10    taxation  authority:  any taxing or other  authority  (whether within or
        outside the United Kingdom) competent to impose any taxation liability;

1.11    taxation claim: the issue of any notice, demand,  assessment,  letter or
        other  document  by or on  behalf  of  any  taxation  authority  or  the
        imposition (or any document referring to the possible imposition) of any
        withholding  of or on account of taxation,  or the delivery of a return,
        from which it appears that a taxation  liability  will be imposed on any
        of the Target Companies or any Subsidiary;

1.12    taxation liability: includes:-

1.12.1  any liability of any of the Target  Companies or any  Subsidiary to make
        or suffer  an actual  payment  of  taxation  (or  amount in  respect  of
        taxation),  in which case the amount of the taxation  liability shall be
        the amount of the liability;

1.12.2  the  setting-off  against  taxation,  income,  profits  or  gains of any
        Accounts relief or any post-Completion  relief or any refund of taxation
        to the  extent  that  it  results  in a  payment  under  paragraph  13.7
        ("Relevant  Refund") where, but for such setting-off,  any of the Target
        Companies  or any  Subsidiary  would  have been  subject  to a  taxation
        liability in respect of which the Purchaser  would have been entitled to
        make a claim against the  Covenantor  under this Schedule (or would have
        been so entitled in the absence of any  financial  restrictions  on such
        obligation) in which case the amount of the taxation  liability shall be
        the amount of such claim or, where the relevant  relief was a right to a
        repayment of taxation,  the amount of the repayment;  for these purposes
        if it would be practicable to use a relief other than an Accounts relief
        or  post-Completion  relief or Relevant Refund to offset any such actual
        liability  to  taxation,  such other relief shall be deemed to have been
        used,  and if it cannot be  determined  whether  an  Accounts  relief or
        post-Completion  relief or Relevant Refund on the one hand or such other
        relief on the other hand is so used,  it shall be assumed  that  another
        relief is used in priority  to any  Accounts  relief or  post-Completion
        relief or  Relevant  Refund;

1.12.3  the denial or loss of an Accounts relief.

1.13    Taxes Act or ICTA: the Income and Corporation Taxes Act 1988;

1.14    TCGA: the Taxation of Chargeable Gains Act 1992.

                                       89
<PAGE>

1.15    References  to income,  profits  or gains  earned,  accrued or  received
        include  income,  profits  or gains  deemed to have been or  treated  or
        regarded as earned, accrued or received for tax purposes.

1.16    Any reference to a person being  connected  with another person shall be
        construed  in  accordance  with  Section  839 Taxes Act 1988  (connected
        persons).

1.17    References to income or profits or gains shall include any other measure
        by reference to which tax is computed.

1.18    References to the  occurrence  of events on or before a particular  date
        (including,   without  limitation,   Completion)  or  in  respect  of  a
        particular period shall include events which are for the purposes of any
        tax  treated as having  occurred or existed at or before that date or in
        respect of that period.

1.19    References to the occurrence of any event on or before  Completion shall
        include  the  combined  result of two or more  events the first of which
        shall have occurred (or pursuant to this  paragraph  shall be treated as
        having occurred) on or before Completion  outside the ordinary course of
        the normal business of the relevant Target Company or Subsidiary and the
        second or subsequent one or more of which occurs after Completion (i) in
        the  ordinary  course of the  normal  business  of the  relevant  Target
        Company or Subsidiary or (ii) pursuant to a legally  binding  obligation
        of  the  relevant  Target  Company  or  Subsidiary   incurred  prior  to
        Completion or (iii) pursuant to an obligation imposed by any law or (iv)
        with the agreement or at the request of the  Covenantor or any member of
        the Remaining Vendor Group.

1.20    Any  reference in this Schedule to a paragraph is to a paragraph of this
        Schedule.

2       Covenant

2.1     The  Covenantor  covenants to pay to the Purchaser so far as possible by
        way of an adjustment to the Consideration a sum equal to:-

2.1.1   any taxation liability of the Target Companies or any Subsidiary arising
        within paragraph 1.12.1 in respect of, by reference to or in consequence
        of:-

        2.1.1.1 any income or profits  earned,  accrued or received on or before
                Completion  or  any  gains  earned  or  received  on  or  before
                Completion; or

        2.1.1.2 any event occurring on or before Completion; and

2.1.2   any taxation liability falling within paragraph 1.12.2 or 1.12.3;

2.1.3   any liability of the Target  Companies or  Subsidiaries  pursuant to any
        agreement or arrangement  entered into on or before  Completion (but not
        including this Agreement) to pay for group relief, or to repay the whole
        or  part of any  payment  received  for  group  relief,  in  respect  of
        accounting periods ending on or before  Completion,  but only insofar as
        such payment or such repayment (as applicable) is not taken into account
        as a liability in the Completion Statement, and in the case of a payment
        for group relief,  the corresponding  saving of corporation tax is taken
        into account in the Completion Statement;


                                       90

<PAGE>
2.1.4   the loss of the right to receive  any payment  for group  relief  (other
        than an  amount  to be  paid  between  any of the  Target  Companies  or
        Subsidiaries)  to the extent that such right to payment is provided  for
        as an asset in the Completion Statement;

2.1.5   any tax liability of any Target  Company or Subsidiary in respect of tax
        for which the relevant  Target  Company or  Subsidiary  is not primarily
        chargeable, which arises in consequence of the failure to discharge such
        liability  on the part of any  company  which  has at any time  (whether
        before or after  Completion)  been a member of a group (as defined  from
        time to time  for any tax  purposes)  of which  any  Target  Company  or
        Subsidiary  has at any time  prior  to  Completion  been a  member  and,
        including, without limitation, any tax liability arising to the relevant
        company  pursuant to section 767A or 767AA Taxes Act, section 190 of the
        TCGA or section 132 of the Finance Act 1988, Sections 626 and 629 of the
        Irish Taxes  Consolidation Act 1997 and US Treasury  Regulation  Section
        1.1502-6 promulgated pursuant to Section 1502 of the US Internal Revenue
        Code  of  1986  or any  analogous  or  similar  state  or  local  law or
        regulation;

2.1.6   reasonable costs and expenses properly incurred by the Purchaser's Group
        in  connection  with a successful  claim made under this  Schedule or in
        successfully defending any action under this Schedule.

3       Limitations

3.1     The  provisions  of  paragraph  3 (limits on amounts  of  recovery)  and
        paragraph  4  (limitation  periods)  of Schedule 6 shall apply to claims
        under this Schedule as if the same were set out mutatis mutandis in this
        Schedule.

3.2     The covenant in paragraph 2 shall not apply to any taxation liability to
        the extent that:-

3.2.1   provision or reserve in respect of that taxation liability has been made
        in the  Completion  Statement or that taxation  liability was taken into
        account as a liability in the  preparation of the Completion  Statement;
        or

3.2.2   an amount equal to the taxation liability has been paid by, or on behalf
        of, the relevant Target Company or relevant Subsidiary before Completion
        pursuant to The Corporation Tax (Instalment  Payments)  Regulations 1998
        as an  instalment  in respect of any  accounting  period of the relevant
        Target  Company or relevant  Subsidiary  commencing  after the  Accounts
        Date,  to the extent that such  amount has not  already  been taken into
        account for the purposes of this  paragraph  3.2.2.  For the purposes of
        this paragraph 3.2.2 an amount shall be treated as paid on behalf of the
        Target   Company  or  Subsidiary   concerned  as  an  instalment  if  an
        apportionment  has been made to such Target  Company or such  Subsidiary
        under a group payment  arrangement  pursuant to Finance Act 1998 section
        36 and such  Target  Company or such  Subsidiary  has paid the amount of
        such apportionment to a member of the Remaining Vendor Group;

3.2.3   the taxation  liability is a liability for interest or penalty under The
        Corporation Tax (Instalment  Payments) Regulations 1998 referable to any
        instalment payment due before Completion which would not have arisen but
        for factors  relevant to the  calculation  of "total  liability" for the
        purposes of such Regulations


                                       91
<PAGE>

        for any  accounting  period  ending  after  Completion  not known to the
        Covenantor,  the Target Company or the Subsidiary  concerned at the time
        of the due payment;

3.2.4   the taxation liability would not have arisen but for an act, omission or
        transaction not being pursuant to a legally binding  commitment  created
        on or before  Completion on the part of or carried out by the Purchaser,
        a Target Company or a Subsidiary  after  Completion  which the Purchaser
        knew or  ought  reasonably  to have  known  would  give  rise to the tax
        liability and which could reasonably have been avoided,  unless such act
        was carried out:

        3.2.4.1 in compliance with any law,  regulation or binding ruling of any
                taxation authority; or

        3.2.4.2 with the agreement or at the request of the Vendor; or

        3.2.4.3 in the ordinary  course of business of any Target Company or any
                Subsidiary or the Purchaser;

3.2.5   the  Purchaser  has made or makes  recovery in respect of such  taxation
        liability under any other provision of this Agreement;

3.2.6   the  taxation  liability  arises,  or is  increased,  as a result of any
        increase  in rates of  taxation  or any  change in the law,  regulation,
        directive or requirement, or practice of a taxation authority, occurring
        after the date of this Agreement;

3.2.7   the taxation  liability  arises as a result of a change after Completion
        in any accounting policy, any tax reporting  practice,  or the length of
        any  accounting  period for tax purposes,  of any Target  Company or any
        Subsidiary  save where such  change  was made to comply  with  generally
        accepted accounting policy or published practice; or

3.2.8   the taxation  liability arises or is increased as a result of any Target
        Company or any Subsidiary failing to submit the returns and computations
        required  to be  made  by  them  or  not  submitting  such  returns  and
        computations  within the  appropriate  time  limits or  submitting  such
        returns and computations  otherwise than on a proper basis, in each case
        after  Completion  except  where such failure is a result of a breach by
        the Vendor of its obligations under paragraph 11; or

3.2.9   any relief arising in respect of an event  occurring or period ending on
        or  prior  to   Completion   (other  than  an   Accounts   relief  or  a
        post-Completion  relief or any refund of  taxation to the extent that it
        results in a payment  under  paragraph  13.7) is available to any Target
        Company or any of the Subsidiaries to set against or otherwise  mitigate
        the taxation liability,  or could be made so available  (including under
        section  402 to 413 of the  Taxes  Act  1988)  by a  Target  Company  or
        Subsidiary  (including  Financial  Dynamics  International  Limited)  in
        circumstances  which  would  not give  rise to a  liability  under  this
        Schedule or the Tax Warranties  (ignoring for these purposes paragraph 3
        of Schedule 6 (limits on amounts of recovery))  and would not contravene
        paragraph  13 of  this  Schedule,  (and so that  any  relief  that is so
        available in relation to more than one taxation  liability to which this
        Schedule applies shall be deemed, so far as possible, to be used in such
        a way as to reduce to the maximum extent possible the Covenantor's total
        liability hereunder); or


                                       92
<PAGE>

3.2.10    group  relief is  surrendered  pursuant to  paragraph  13 below to any
          Target Company or any of the  Subsidiaries to set against or otherwise
          mitigate the taxation liability; or

3.2.11    the taxation liability would not have arisen but for:

          3.2.11.1  the making of a claim,  election,  surrender or  disclaimer,
                    the giving of a notice or consent,  the  amendment of any of
                    the  foregoing,  or the doing of any other  thing  under the
                    provisions of any  enactment or regulation  relating to tax,
                    after Completion by the Purchaser,  any Target Company,  any
                    Subsidiary  or any  person  connected  with  any of them and
                    otherwise than at the direction of the  Covenantor  pursuant
                    to  paragraph  11 or  assumed  to be made in the  Completion
                    Statement; or

          3.2.11.2  the failure or omission on the part of any Target Company or
                    any  Subsidiary  otherwise  than  at  the  direction  of the
                    Covenantor  pursuant to  paragraph 11 to make any such valid
                    claim,  election,  surrender or  disclaimer,  or to give any
                    such notice or consent or to do any other such thing, either
                    as the  Covenantor  may  require  in  respect  of periods or
                    matters for which the Covenantor has conduct under paragraph
                    11 or,  in  respect  of  periods  or  matters  for which the
                    Covenantor does not have conduct, in circumstances where the
                    making,  giving or doing of which was taken into  account in
                    the preparation of the Completion Statement and was notified
                    to the Purchaser in writing in sufficient time; or

3.2.12    the taxation  liability arises in respect of a prepayment  received in
          the ordinary course of business; or

3.2.13    the taxation  liability  relates to recovery made in respect of a debt
          which was written off in the Completion Statement; or

3.2.14    the taxation  liability arises under regulations 107 or 108 or Part XV
          of the  Value  Added  Tax  Regulations  1995 by reason of any event or
          change in circumstances occurring after Completion; or

3.2.15    to the extent that any Target  Company or any of the  Subsidiaries  is
          insured  against any loss or damage  suffered by the Target Company or
          any of the Subsidiaries forming the basis of the taxation liability in
          question under the terms of any insurance policy of any Target Company
          or any of the  Subsidiaries for the time being in force (or would have
          been so insured had any insurance  cover  current at  Completion  been
          maintained in force).

4         Overprovisions and corresponding savings

4.1       If the  auditors  for  the  time  being  of any  Target  Company  or a
          Subsidiary (at the request and expense of the Covenantor) certify that
          a Relevant Amount exists for the purposes of this paragraph, paragraph
          4.3 shall  apply  except to the extent to which  credit has been given
          for the Relevant Amount in relation to any claim under the Warranties.


                                       93
<PAGE>

4.2     A Relevant Amount shall be determined for the purposes of this paragraph
        as follows:-

4.2.1   if a provision for taxation in the Completion  Statement  (excluding any
        provision for deferred tax) is an  over-provision  (except to the extent
        that such  over-provision  results from the  utilisation  of an Accounts
        relief or a Post-Completion  relief),  the amount of such over-provision
        shall be a Relevant Amount;

4.2.2   if a taxation  liability  to which  paragraph 2 applies  gives rise to a
        relief which reduces or eliminates an actual  taxation  liability of any
        Target Company or a Subsidiary whenever arising (other than one to which
        paragraph  2 applies  or would  apply in the  absence  of any  financial
        limits), the amount of the actual taxation liability which is eliminated
        or the amount by which it is reduced shall be a Relevant Amount;

4.2.3   if any  taxation  liability  of any Target  Company or a  Subsidiary  in
        respect  of which the  Covenantor  has made a payment  to the  Purchaser
        under this  Schedule  relates to income,  profit or gain not received by
        the  relevant  Target  Company  or  relevant  Subsidiary  and the Target
        Company or Subsidiary  subsequently  receives the income, profit or gain
        and it is not subject to  taxation,  the amount of taxation  which would
        otherwise have been payable shall be a Relevant Amount;

4.2.4   if a  taxation  liability  of a  Target  Company,  a  Subsidiary  or the
        Purchaser in an accounting  period ending after Completion is reduced or
        eliminated by a relief (other than an Accounts relief) which comprises a
        deduction or allowance for any  expenditure,  reserve or provision which
        was recognised in the Completion Statement but was not, in preparing the
        Completion  Statement,  treated as  deductible or allowable for taxation
        purposes,  the amount of the taxation  liability  which is eliminated or
        the amount by which it is reduced shall be a Relevant Amount.

4.2.5   if an  instalment  payment  of  tax  pursuant  to  The  Corporation  Tax
        (Instalment  Payments) Regulations 1998 (SI 1998/3175) before Completion
        is greater  than it needed to have been,  the amount of the  overpayment
        shall be a Relevant Amount.

4.3     Where,  pursuant  to  paragraph  4.1,  this  paragraph  4.3 applies to a
        Relevant Amount:-

4.3.1   the Relevant  Amount shall first be set-off against any payment then due
        from the Covenantor under this Schedule;

4.3.2   to the extent  that there is an  excess,  a refund  shall be made to the
        Covenantor  of any  previous  payment or payments  made by it under this
        Schedule and not previously  refunded under this sub-paragraph up to the
        amount of such excess; and

4.3.3   to the extent  that the excess  referred  to in  paragraph  4.3.2 is not
        exhausted under that  sub-paragraph,  the remainder of that excess shall
        be carried  forward and set-off against any future payments which become
        due from the Covenantor under this Schedule.

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5       ABFD

        In respect of ABFD, the Covenantor  covenants to pay only 50% of any sum
        payable under paragraph 2.1 except in relation to any costs and expenses
        of the Purchaser under paragraph 2.1.6.

6       Conduct of taxation claims

6.1     If the Purchaser,  a Target Company or any Subsidiary becomes aware of a
        taxation claim relevant for the purposes of this Schedule, the Purchaser
        shall promptly give the Covenantor written notice of that taxation claim
        and shall,  subject to the  Covenantor  indemnifying  and  securing  the
        Purchaser,  the  Target  Company  or  the  Subsidiary  concerned  to the
        Purchaser's  reasonable  satisfaction  against  any  liability,   costs,
        damages or expenses  which may properly be incurred,  take, or cause the
        relevant Target Company or the relevant  Subsidiary to take, such action
        as the  Covenantor may reasonably  request to avoid,  resist,  appeal or
        compromise  the  taxation  claim and in  connection  with any  action so
        requested by the Covenantor:

6.1.1   the  appointment  of solicitors and other  professional  advisers to the
        relevant Target Company or the relevant  Subsidiary  shall be subject to
        the prior  written  approval of the  Purchaser,  such approval not to be
        unreasonably withheld or delayed;

6.1.2   the Covenantor  shall ensure that no  correspondence,  pleading or other
        document  is  sent,  transmitted,  issued,  entered  into  or in any way
        published  in  connection  with  the  relevant  taxation  claim  by  the
        Covenantor  or  its  advisers  (other  than  to  the  Covenantor  or its
        advisers) without the prior approval of the Purchaser, such approval not
        to be unreasonably withheld or delayed;

6.1.3   the Covenantor  shall submit no  computations  or returns,  nor make any
        settlement or compromise  of the subject  matter of the taxation  claim,
        nor agree any matter in the conduct of any  dispute in relation  thereto
        which is likely to affect  the  amount  of the  taxation  claim,  or the
        future  liability  of the  Purchaser's  Group to tax,  without the prior
        written approval of the Purchaser,  such approval not to be unreasonably
        withheld or delayed;

6.1.4   if any dispute  arises  between the Purchaser  and the  Covenantor as to
        whether any  taxation  claim  should at any time be settled in full,  or
        contested  in whole or in  part,  such  dispute  shall be  referred  for
        determination to a barrister,  of at least 10 years' call at the English
        Bar  with  relevant  experience,  appointed  by  agreement  between  the
        Purchaser  and  the  Covenantor  or (if  they  do not  agree)  upon  the
        application  by either party to the  President for the time being of The
        Law  Society,  whose  determination  shall be final.  The  barrister  so
        appointed shall be asked to advise whether, in his opinion (acting as an
        expert and not as an  arbitrator),  an appeal against the taxation claim
        would, on the balance of  probabilities,  be likely to succeed and shall
        be  instructed,  if the dispute  relates to a taxation claim issued by a
        taxation  authority  outside the United  Kingdom,  to obtain such advice
        from  professional  advisers of the relevant  jurisdiction  as he thinks
        necessary in order to arrive at his opinion,  and also to determine  how
        the costs of  obtaining  his  opinion  should be  allocated  between the
        parties  hereto.  If, but only if,  such  opinion is in the  affirmative
        shall an appeal be made and that taxation  claim not then  settled.  Any
        further dispute arising between the parties


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        as  to  whether  any  further   appeal   should  be  pursued   following
        determination  of an  earlier  appeal  (whether  or not in favour of the
        relevant Target Company or the relevant Subsidiary) shall be resolved in
        a similar manner; and

6.1.5   save as otherwise expressly provided herein, the Purchaser shall procure
        that the relevant Target Company or the relevant  Subsidiary  shall give
        the  Covenantor  all  reasonable  co-operation  and  assistance  for the
        purposes of taking such action as aforesaid.

6.2     If the  Covenantor  does not  request the  Purchaser  to take any action
        within 30 days of the  Purchaser's  notice under  paragraph 6.1 (or such
        lesser period as is necessary to enable the Purchaser to comply with any
        relevant time limit), or the Purchaser or the relevant Target Company or
        Subsidiary concerned shall not be indemnified at any time and secured as
        provided in  paragraph  6.1 or Counsel  shall  advise (on the balance of
        probabilities) that an appeal against the relevant taxation claim is not
        likely to  succeed,  or the  Covenantor  otherwise  fails to fulfil  its
        obligations hereunder,  the Purchaser and the relevant Target Company or
        Subsidiary shall be free to take such action in relation to the taxation
        claim as it or they may in its or their absolute discretion think fit.

7       Payment

7.1     Where a claim under this  Schedule  relates to a  liability  of a Target
        Company  or any  Subsidiary  falling  within  paragraph  1.12.1  (actual
        payment of taxation),  the Covenantor shall pay the Purchaser any amount
        which is required to be paid by it within five Business  Days  following
        the date on which the Purchaser notifies the Covenantor of its liability
        to make such payment or, if later,  five  Business  Days before the last
        date on which the  taxation  in  question  would  have to be paid to the
        appropriate  taxation  authority in order to avoid incurring a liability
        to  interest  or a  charge  or  penalty  in  respect  of  that  taxation
        liability.

7.2     Where a claim under this  Schedule  relates to a  liability  of a Target
        Company or any Subsidiary  falling within  paragraph  1.12.2,  1.12.3 or
        paragraphs 2.1.3-2.1.6 the Covenantor shall pay the Purchaser any amount
        which is required to be paid by it within five Business Days of the date
        on which the Purchaser  notifies the Covenantor of its liability to make
        such  payment  or (in the case of  paragraph  1.12.2),  if  later,  five
        Business  Days  before  the  day on  which  the  Target  Company  or the
        Subsidiary  concerned would have been due to pay any taxation which, but
        for such set-off, it would have been liable to pay.

8       Recovery

8.1     Where the  Covenantor  has paid any amount in  discharge  of a liability
        under  paragraph  2 in respect of any  taxation  liability  and a Target
        Company or a  Subsidiary  is entitled  to recover or  recovers  from any
        person (other than the Purchaser or any other member of the  Purchaser's
        Group or any  person  connected  with any of them) any sum in respect of
        such taxation  liability,  the Purchaser  shall notify the Covenantor of
        such  entitlement  or recovery and, where recovery has not been effected
        at the date of  notification,  shall (if requested by and at the expense
        of the Covenantor and upon the Covenantor  indemnifying and securing the
        relevant Target Company, the relevant Subsidiary or the Purchaser to the
        Purchaser's  reasonable  satisfaction  against all  reasonable  costs or
        expenses  which may thereby be  incurred)  take,  or cause the  relevant
        Target Company or


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<PAGE>

          relevant  Subsidiary  to take,  such  action as the  Covenantor  shall
          reasonably  request to enforce  such  recovery  against  the person in
          question (keeping the Covenantor fully informed of the progress of any
          action taken)  provided that the  Covenantor  shall not be entitled to
          require the  Purchaser or any of its  Affiliates to take any course of
          action which would be materially  prejudicial  to the best interest of
          that  member of the  Target  Group or the  Target  Group as a whole or
          which is unlawful.

8.2       The Purchaser,  the relevant Target Company or the relevant Subsidiary
          shall (to the extent  that the  recovery  is not  thereby  prejudiced)
          account to the  Covenantor  for any sum so  recovered  (including  any
          interest paid by such person) up to an amount not exceeding the amount
          paid by the  Covenantor  under  paragraph 2 in respect of the taxation
          liability in question (but less any tax payable by the Target  Company
          or  Subsidiary  in respect of the sum  recovered or in respect of such
          interest and less the amount of all  reasonable  costs and expenses in
          obtaining such payment).

8.3       Where a payment is made,  or is to be made,  by the  Covenantor to the
          Purchaser  under  paragraph  2 above  in  respect  of  only  part of a
          taxation  liability  and  that  taxation  liability  gives  rise  to a
          recovery under paragraph 8.1, the amount recovered shall be attributed
          for the purposes of  paragraph  8.1 on a pro rata basis to the part of
          the taxation  liability  giving rise to the Purchaser's  claim and any
          other part.

8.4       To the extent that the  Purchaser  can recover an amount in respect of
          the same taxation  liability under this Schedule or the Tax Warranties
          and under the FDHL Deed of Covenant (the  "Overlapping  Amount"),  the
          parties agree that the Purchaser shall either:

8.4.1     use all reasonable  endeavours first to recover the Overlapping Amount
          under the FDHL Deed of Covenant  and only then shall it be entitled to
          recover  the  Overlapping  Amount  pursuant  to any claim  against the
          Covenantor  under this Schedule  and/or the Tax  Warranties,  provided
          always that:

          8.4.1.1   for the  avoidance  of doubt,  to the extent that the amount
                    recoverable  under this Schedule  and/or the Tax  Warranties
                    exceeds the amount  recoverable  in respect of any  taxation
                    liability  under  the FDHL  Deed of  Covenant  (in each case
                    including  associated costs and expenses but after deducting
                    any taxation which would be payable on the amount recovered)
                    the  Purchaser  shall be  entitled  to recover  such  excess
                    pursuant  to a claim  under  this  Schedule  and/or  the Tax
                    Warranties  at such time as is  provided  in this  Agreement
                    disregarding this paragraph 8.4; and

          8.4.1.2   the Covenantor shall indemnify and secure the Purchaser, the
                    Target Companies and the Subsidiaries against any additional
                    liability,  costs, damages or expenses which may be properly
                    incurred  as a result of  pursuing  the claim under the FDHL
                    Deed of Covenant and which it would be  reasonable to expect
                    would have been  incurred  by the  Covenantor  if the rights
                    under the FDHL Deed of Covenant had not been assigned to the
                    Purchaser  pursuant to the Deed of  Assignment of Benefit of
                    Contracts and


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<PAGE>

                    the  Covenantor  had  brought the claim  provided  that such
                    amounts shall be repaid to the Covenantor to the extent that
                    they are recovered under the FDHL Deed of Covenant; or

8.4.2     assign the FDHL Deed of Covenant to the Covenantor on terms equivalent
          to those on which it was  assigned  to the  Purchaser  pursuant to the
          Deed of Assignment of Benefit of Contracts in which case the Purchaser
          shall  be  entitled  to  recover  the  Overlapping   Amount  from  the
          Covenantor  pursuant  to  a  claim  under  this  Schedule  and/or  Tax
          Warranties at such time as is provided in this Agreement  disregarding
          this paragraph 8.4.

9         Value added tax - Company sold out of VAT group

          The  Covenantor  shall notify  Customs & Excise within five days after
          Completion  that  Financial   Dynamics  Holdings  Limited,   Financial
          Dynamics Limited and FD International Limited ("the FD VAT Companies")
          are  required to be  excluded  from the value added tax group of which
          Bates UK Limited is the representative  member, and the Covenantor and
          the Purchaser shall  co-operate to ensure that the registration of the
          FD VAT  Companies  for value added tax purposes or their  inclusion in
          the  Purchaser's  value  added tax group is  simultaneous  with  their
          exclusion  from  the  Bates UK  Limited  value  added  tax  group.

10        Purchaser covenants

10.1      The Purchaser covenants to pay to the Covenantor an amount equal to:-

10.1.1    any amount of value added tax (including connected interest, fines and
          penalties  which do not arise as a result of the  negligence or wilful
          default  of any  member of Bates UK  Limited's  value  added tax group
          other than the FD VAT  Companies  post-Completion)  for which Bates UK
          Limited as representative member of the relevant value added tax group
          is liable to account  and  accounts on any supply of goods or services
          or any  acquisition or importation  made by the FD VAT Companies on or
          before Completion and taken into account in the Completion  Statement.
          In  determining  the amount of the VAT  liability,  due  deduction  or
          credit  shall be made or given in respect of input tax on supplies to,
          or  importations  or  acquisitions  by, the FD VAT group  member.  The
          Purchaser  shall account for such sums of value added tax on the later
          of three  working  days prior to the date on which Bates UK Limited is
          required to pay the VAT liability and three working days from the date
          Bates UK Limited  notifies the  Purchaser of the amount  payable.  The
          Covenantor  shall  procure that there is paid to the  relevant  Target
          Company or Subsidiary an amount  equivalent to such  proportion of any
          repayment  of value  added tax  received  by Bates UK Limited  from HM
          Customs & Excise or of any credit  obtained by  reference to an excess
          of deductible input tax over output tax that is properly  attributable
          to supplies made to and by that Target Company or Subsidiary (ignoring
          Section 43 of the Value Added Tax Act 1994) and taken into  account in
          the Completion Statement, three Business Days after its receipt by, or
          offset  against a  liability  of,  Bates UK Limited as  representative
          member of the Bates UK Limited value added tax group;

10.1.2    any liability to taxation of the  Covenantor  or any person  connected
          with the Covenantor  which is a primary  liability of a Target Company
          and which is payable by the  Covenantor  or such  connected  person by
          reason of (i) the Target


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<PAGE>

          Company  failing to  discharge  such  taxation  liability  or (ii) the
          Covenantor  or  such  connected   person  being  at  any  time  before
          Completion  a member  of the  same  group as such  Target  Company  or
          otherwise  connected  with or  related  to  such  Target  Company  for
          taxation  purposes  (including  without  limitation  being at any time
          before Completion a party to a group payment arrangement under Section
          36 Finance Act 1998).

10.2      The covenants contained in paragraph 10.1 shall:-

10.2.1    extend to any reasonable costs properly  incurred by the Covenantor or
          such  other  person  in  connection  with  a  successful  claim  under
          paragraph  10.1 or in  successfully  defending  any action  under this
          Schedule; but

10.2.2    not apply to  taxation to the extent  that the  Purchaser  could claim
          payment in respect of it under this  Schedule (or would have been able
          to but for any financial limits); and

10.2.3    not apply to a taxation  liability to the extent that the Purchaser or
          a  connected  person has been  indemnified  by the  Target  Company in
          respect of such liability  under any statutory  provision  relating to
          taxation.

10.3      The Purchaser  shall pay any amount which is required to be paid by it
          pursuant to paragraph  10.1 on or before the fifth Business Day before
          the date on  which  the  taxation  in  question  has to be paid to the
          appropriate taxation authority in order to avoid incurring a liability
          to interest or a charge or penalty in respect of that  taxation or, if
          later,  not more than five Business  Days  following the date on which
          the  Covenantor  notifies the  Purchaser of its liability to make such
          payment.

10.4      The  provisions  of paragraph 6 of this  Schedule  (Conduct of Claims)
          shall apply in respect of any claim made by the Covenantor  under this
          paragraph 10 as if references to the "Covenantor" read "Purchaser" and
          references  to  "Purchaser",  "Target  Company" or  "Subsidiary"  read
          "Covenantor"  or  "any  member  of the  Remaining  Vendor  Group"  (as
          appropriate).

11        Pre-Completion tax affairs

11.1      Subject to and in accordance with the provisions of this paragraph 11,
          the Covenantor or its duly authorised  agents shall be responsible for
          the taxation  affairs of the Target Companies and the Subsidiaries for
          all accounting periods ending on or before Completion ("pre-Completion
          tax  affairs"),  and  accordingly  in  respect  of  such  periods  the
          Covenantor or its duly authorized  agents shall,  at the  Covenantor's
          cost:-

11.1.1    prepare  and  submit  the tax  returns  of the  Target  Companies  and
          Subsidiaries, but not including PAYE or P11D filings;

11.1.2    prepare and submit on behalf of the Target  Companies and Subsidiaries
          all  claims,  elections,  disclaimers,  notices and  consents  for the
          purposes of taxation;

11.1.3    deal with all matters relating to taxation which concern or affect the
          Target  Companies  or  Subsidiaries,  including  the  conduct  of  all
          negotiations  and  correspondence  and  the  reaching  of all  related
          agreements.


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<PAGE>

11.2      The Covenantor shall procure that:-

11.2.1    the  Purchaser  is kept fully  informed of the progress of all matters
          relating to the pre-Completion tax affairs;

11.2.2    the  Purchaser  promptly  receives  copies  of  all  material  written
          correspondence  with any taxation  authority insofar as it is relevant
          to the pre-Completion tax affairs;

11.2.3    no claim,  election,  disclaimer,  notice or consent in respect of any
          relief is made by or on behalf of a Target  Company or any  Subsidiary
          without the written  consent of the Purchaser  (such consent not to be
          unreasonably  withheld) except where the claim,  election,  disclaimer
          notice or consent has been taken into  account in the  preparation  of
          the Completion Statement;

11.2.4    the Purchaser is afforded a reasonable  opportunity  to comment on all
          returns, claims, notices or other documents relating to taxation ("tax
          document") or other non-routine  correspondence  before its submission
          to the relevant  taxation  authority and that its reasonable  comments
          are taken into  account  (provided  that,  if the  Purchaser  fails to
          comment within fifteen Business Days of receipt, the Covenantor or its
          duly  authorized  agents  shall be entitled to submit the relevant tax
          document or correspondence to the relevant taxation  authority without
          further reference to the Purchaser);

11.2.5    no tax document is submitted  to any taxation  authority  which is not
          true and accurate in all material respects;

11.2.6    The US federal  consolidated tax return of which MWA is a member shall
          be prepared  using a "closing of the books" method with respect to the
          inclusion  of MWA for the  period  through  Completion,  to the extent
          permitted by law.

11.3      The  Covenantor  shall  devote  reasonable  resources  to dealing with
          pre-Completion  tax affairs,  and shall use  reasonable  endeavours to
          ensure that they are finalised as soon as reasonably practicable.

11.4      The Purchaser shall procure that:-

11.4.1    the  Covenantor  and its duly  authorised  agents  are  afforded  such
          information and assistance as it or they reasonably  require to enable
          the Covenantor to fulfil its obligations under this paragraph 11;

11.4.2    the  Covenantor  and its duly  authorised  agents  are  afforded  such
          information and assistance as it or they reasonably  require to enable
          the  Covenantor  and its  group  companies  to meet its or  their  tax
          compliance  obligations and to deal with queries from its or their tax
          authorities. Such information and assistance shall include, but not be
          limited  to,  providing  evidence  of taxes  paid in the  Republic  of
          Ireland in order to support claims in the UK for double tax relief and
          assistance with compliance with CFC regulations;

11.4.3    the Covenantor and its duly  authorised  agents are provided with full
          details  of the  input  tax,  output  tax  and all  other  information
          relevant  for  value  added  tax  purposes  for all  value  added  tax
          accounting periods up to the date of Completion


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<PAGE>

          in relation  to the FD VAT  Companies,  to enable  Bates UK Limited to
          complete its group value added tax return on a timely basis in respect
          of the VAT group of which it is the representative member and of which
          they were members;

11.4.4    the  Covenantor  and its duly  authorised  agents  are  afforded  such
          information  and  assistance  as  it or  they  reasonably  require  in
          relation to MWA, including (without  limitation) its financial results
          up to the date of  Completion,  to enable  Cordiant US Holdings Inc to
          complete its  consolidated  federal tax return and any relevant  state
          tax returns. On each occasion on which Cordiant US Holdings Inc as the
          person  responsible for such tax returns accounts for an amount of tax
          for which,  if there were no  consolidated  tax  return,  MWA would be
          liable,  the Purchaser shall procure that MWA shall pay to Cordiant US
          Holdings  Inc a sum equal to such tax to the extent  reflected  in the
          Completion Statement.  MWA shall account for such sums on the later of
          three  working  days prior to the date  Cordiant  US  Holdings  Inc is
          required to pay such tax and three working days from the date Cordiant
          US Holdings Inc or the Covenantor notifies MWA or the Purchaser of the
          amount  payable.  Cordiant US Holdings Inc shall procure that there is
          paid to MWA an amount  equivalent to such  proportion of any repayment
          of tax  received by Cordiant US  Holdings  Limited  from any  relevant
          taxation authority that is properly attributable to MWA (to the extent
          reflected in the Completion  Statement) promptly after its receipt by,
          or offset against a liability of, Cordiant US Holdings Inc.;

11.4.5    all business  records of the Target Companies and the Subsidiaries are
          preserved  for a minimum of six years  from the end of the  accounting
          period  to which  they  relate or for such  longer  period as they may
          reasonably be required for tax purposes and, without  prejudice to the
          generality  of the  foregoing,  all  business  records of MWA shall be
          preserved for fifteen years after the date of this Agreement;

11.4.6    the Covenantor is promptly sent a copy of any  communication  from any
          taxation  authority  insofar  as  it  relates  to  pre-Completion  tax
          affairs;

11.4.7    subject to paragraph  11.5,  the relevant  Target  Company or relevant
          Subsidiary   authorises  and  signs  all  tax  documents  relating  to
          pre-Completion tax affairs required to be signed by any of them;

11.5      The   Purchaser   shall  be  under  no   obligation   to  procure  the
          authorisation  or  signing  of any tax  document  delivered  which  it
          considers  in  its  reasonable   opinion  to  be  false,   misleading,
          incomplete  or  inaccurate  in any respect,  but, for the avoidance of
          doubt,  shall be under no obligation to make any enquiries as to their
          completeness or accuracy and shall be entitled to rely entirely on the
          Covenantor and its agents.

11.6      For the avoidance of doubt:-

11.6.1    where any matter  relating to taxation gives rise to a taxation claim,
          the provisions of paragraph 6 (conduct of taxation claims) shall apply
          to the effect that,  in relation to that  matter,  the  provisions  of
          paragraph  6  shall  take  precedence  over  the  provisions  of  this
          paragraph 11;

11.6.2    the  provisions of this paragraph 11 shall not prejudice the rights of
          the  Purchaser  to make a claim under this  Schedule in respect of any
          taxation liability; and


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<PAGE>

11.6.3    The Purchaser  shall not be entitled to amend,  and shall procure that
          no Target Company or Subsidiary  shall amend,  any return  relating to
          pre-Completion tax affairs without the consent of the Covenantor (such
          consent  not to be  unreasonably  withheld or  delayed),  unless it is
          required to do so by law.

11.7      All of the  above  provisions  of this  paragraph  11 are  subject  to
          paragraph  13. To the extent that there is any  inconsistency  between
          this  paragraph and paragraph 13,  paragraph 13 shall  prevail.

12        No Withholdings

12.1      All sums payable under this Schedule shall be paid free of and without
          any  rights of  counterclaim  or set off,  and  without  deduction  or
          withholding on any ground whatsoever,  save only as may be required by
          law. If any such  deduction  or  withholding  is required by law,  the
          payer  shall be obliged to pay to the payee such amount as will ensure
          that, after any such deduction or withholding has been made, the payee
          shall have  received a sum equal to the  amount  that the payee  would
          otherwise  have  received  in the  absence  of any such  deduction  or
          withholding,  as  reduced  by any  credit  to which  the  payee may be
          entitled on account of such deduction or withholding.

12.2      If any taxation  authority  charges to tax any sum paid (the "original
          payment") to the payee under this  Schedule the payer shall be obliged
          to pay to the payee such additional amount (the "additional  payment")
          as will  ensure  that,  after the payment of the tax so charged on the
          original  payment and any tax  chargeable on the  additional  payment,
          there  shall  remain a net sum  equal to the  amount  of the  original
          payment,  such additional  payment to be paid five business days after
          the payee has  served  notice  that tax on the  original  payment  has
          become due and  payable,  or would have become due and payable but for
          the availability of a relief.

13        Pre-Completion group relief

13.1      Notwithstanding   the  provisions  of  paragraph  11  above,  for  all
          accounting  periods and partial accounting periods ending on or before
          Completion, the Covenantor agrees:

13.1.1    not to amend or withdraw,  or procure the amendment or withdrawal,  of
          any claim for group  relief  made by a Target  Company  or  Subsidiary
          prior to the date hereof or as referred to in paragraph 13.1.4 without
          the prior  written  consent of the Purchaser  (not to be  unreasonably
          withheld or delayed)  provided  always that, for these  purposes,  the
          Purchaser  shall  only be  regarded  as  unreasonably  withholding  or
          delaying  its  consent  if it does not give  its  consent  in a timely
          manner in circumstances where:

          13.1.1.1  the  Covenantor  has  provided  evidence to the  Purchaser's
                    satisfaction  (acting  reasonably)  that such  amendment  or
                    withdrawal  could  not  give  rise  to a  claim  under  this
                    Schedule or the Tax Warranties  (ignoring for these purposes
                    paragraph 3 of Schedule 6 (limits on amounts of  recovery));
                    or


                                       102
<PAGE>

          13.1.1.2  the reason for the  amendment or withdrawal is to enable the
                    Covenantor  to  comply  with its  obligations  in  paragraph
                    13.1.3 below; or

          13.1.1.3  the  amount  of group  relief  available  for  surrender  is
                    reduced in consequence of an  over-estimation  of the losses
                    or  other   amounts   comprised  in  such  group  relief  in
                    circumstances  where,  as  a  result,  the  consent  of  the
                    relevant  Target  Company or  Subsidiary to the amendment or
                    withdrawal  is not required  under the relevant law relating
                    to taxation;

13.1.2    not to make or procure the making of any  surrender of group relief by
          a Target  Company or Subsidiary to the  Covenantor,  any member of the
          Remaining  Vendor Group or any other person not being a Target Company
          or  Subsidiary  (excluding,  for the  avoidance  of  doubt,  any  such
          surrenders made prior to the date hereof and specifically disclosed to
          the Purchaser in the Disclosure Letter);

13.1.3    to surrender,  or procure the surrender by any member of the Remaining
          Vendor  Group,   to  any  Target   Company  or   Subsidiary   for  nil
          consideration  such amounts of group relief as are necessary to reduce
          by the maximum  amount  possible any taxation  liability of the Target
          Company or any  Subsidiary  for which the  Covenantor  is liable under
          this Schedule (or would be liable but for paragraph 3.2.10 above) save
          that, to the extent  possible and provided that it would not give rise
          to a liability  under this  Schedule or the Tax  Warranties  (ignoring
          paragraph 3 of Schedule 6 (limits on amounts of  recovery))  and would
          not  contravene  paragraph  13, the  Purchaser  shall procure that the
          relevant Target Company or Subsidiary first receives group relief from
          Financial  Dynamics  International  Limited and the taxation liability
          for which the Covenantor is liable is thereby  reduced.  To the extent
          that  amounts  eligible  for  group  relief  could  be  or  have  been
          surrendered  to, or could be or have  otherwise  been utilised by, any
          member of the  Remaining  Vendor Group or any other person not being a
          Target Company or Subsidiary,  the  Covenantor  shall procure,  to the
          extent possible under the law relating to taxation,  that such amounts
          are  surrendered to the Target  Company or Subsidiary (as  applicable)
          rather  than any  other  person  (including  where  this  involves  an
          amendment or  withdrawal  of a surrender of group relief to any member
          of the Remaining  Vendor Group or any other person or the amendment or
          withdrawal  of any other claim or election)  up to the maximum  amount
          required to fulfil the  Covenantor's  obligation  under the  foregoing
          provisions of this sub-paragraph 13.1.3;

13.1.4    to provide to, or to procure the  provision  by one or more members of
          the Remaining Vendor Group to, the Purchaser at Completion a notice in
          writing  to the  officer  of the Board of Inland  Revenue  to whom the
          surrendering  company  makes its  company  tax  returns of consents to
          claims for group relief in the 2002 accounting  period of an aggregate
          value of  (pound)3,311,581  and in the 2003  accounting  period  of an
          aggregate value of (pound)1,248,943;

13.1.5    not to enter into any  arrangement  after the date hereof  pursuant to
          the  Corporation  Tax  (Simplified   Arrangements  for  Group  Relief)
          Regulations  1999 in respect of which any of the Target  Companies  or
          Subsidiaries  are  authorising  companies  as defined in  regulation 5
          thereof.


                                       103
<PAGE>

13.2      The  Purchaser   agrees  to  procure  that  each  Target  Company  and
          Subsidiary  to which the  Covenantor  or any  member of the  Remaining
          Vendor Group is obliged to surrender  any amount of group relief under
          paragraph  13.1.3  above  shall  claim such group  relief and make all
          necessary returns,  consents and notifications  required to be made to
          give effect to such surrender and claim;

13.3      The Purchaser  agrees to procure that no Target  Company or Subsidiary
          shall make any  adjustment or withdrawal of any claim for group relief
          made by any Target Company or any Subsidiary for any accounting period
          or partial  accounting  period  ending on or before  Completion  which
          would  give  rise  to  a  claim  under  this   Schedule   without  the
          Covenantor's written consent.

13.4      The Purchaser  agrees to procure that the relevant  Target  Company or
          relevant  Subsidiary  shall co-operate with the Covenantor in relation
          to such adjustments or withdrawals  permitted by this paragraph 13 and
          make  all  necessary  returns,   claims,  consents  and  notifications
          required to be made in respect of such adjustments or withdrawals.

13.5      If the Covenantor or any member of the Remaining Vendor Group notifies
          the Purchaser that it wishes to surrender to any Target Company or any
          Subsidiary  any amount of group  relief for any  accounting  period or
          partial accounting period ending on or before Completion in respect of
          (and up to the  amount  of) any  taxation  liability  (whether  or not
          already paid) of the Target  Company or any  Subsidiary  for which the
          Covenantor  is not liable  under this  Schedule or the Tax  Warranties
          (ignoring  for these  purposes  paragraph  3 of  Schedule 6 (limits on
          amounts of recovery)),  the Purchaser  shall procure that the relevant
          Target  Company  or the  relevant  Subsidiary  shall  claim such group
          relief and make all  necessary  returns,  consents  and  notifications
          required to be made to give effect to such surrender and claim;

13.6.1    To the extent that any Target  Company or any  Subsidiary  receives or
          has received a surrender of group relief under  paragraph  13.5 above,
          the Purchaser  shall procure that the relevant  Target  Company or the
          relevant  Subsidiary shall (to the extent that it has not already done
          so and is not to be done  through  payment  of the  Actual  Completion
          Intra Group Payables or the Estimated Completion Intra Group Payables)
          pay for such surrender an amount in cash equal to the  corporation tax
          saved by the relevant  Target Company or the relevant  Subsidiary as a
          result of the surrender.  If the corporation tax saved has not already
          been  paid,  payment  shall be made at such time as the  relevant  tax
          returns of the relevant  Target Company or Subsidiary (as  applicable)
          are finally agreed with the relevant taxing authority;  otherwise,  if
          the corporation tax saved has already been paid, payment shall be made
          within three days of the related corporation tax refund being received
          (including  by way of offset  against  other taxes) or at such time as
          the relevant tax returns of the relevant  Target Company or Subsidiary
          (as applicable) are finally agreed with the relevant taxing  authority
          (if later).

13.6.2    For the avoidance of doubt, neither the Purchaser,  the Target Company
          nor a  Subsidiary  shall  be  liable  to  pay  for  any  group  relief
          surrendered  by any  member  of the  Remaining  Vendor  Group  save as
          provided in paragraph  13.6.1  above or in paragraph  13.7 below or in
          clause 6.3 or 6.5 of this  Agreement to the extent that the  liability
          to pay is an Actual Completion Intra Group Payable.



                                       104
<PAGE>

13.7      The Purchaser  shall procure that if and to the extent that any Target
          Company or any Subsidiary  receives any refund of taxes  (including by
          way of offset  against  other taxes) which refund is not  reflected in
          the Completion Statement whether as cash or a debtor or otherwise from
          the Inland  Revenue for any  accounting  period or partial  accounting
          period ending on or before  Completion in consequence of the surrender
          of group relief to it by the Covenantor or any member of the Remaining
          Vendor Group,  the relevant Target Company or the relevant  Subsidiary
          shall  make a payment  for such  group  relief up to the amount of the
          refund to the  surrendering  company  within three days of such refund
          being received (including by way of offset against other taxes) or, if
          later, at such time as the relevant tax returns of the relevant Target
          Company or  Subsidiary  (as  applicable)  are finally  agreed with the
          relevant taxation authority.

13.8      The Covenantor  agrees to pay or procure the payment of  (pound)77,500
          ("the Sum") on Completion into a bank account ("the Trust Account") in
          the  name of the  Purchaser.  The Sum  (plus  interest  less  any bank
          charges and  taxation on the  interest)  will be held on trust for the
          sole purpose of satisfying  pro tanto any liability of the  Covenantor
          under  this  Schedule  or the Tax  Warranties  relating  to a taxation
          liability  of  FDL in  respect  of  accounting  periods  ending  on 31
          December 1997 and 31 December 1998 and resulting  from a  disallowance
          for corporation tax purposes of  contributions by FDL to the Financial
          Dynamics  Employee  Benefit  and Share Trust  ("the  Covenantor's  EBT
          Related  Liability")  provided  always that if the UK corporation  tax
          returns of FDL for such  periods  are  finally  agreed with the Inland
          Revenue on terms that the  Covenantor's  EBT Related  Liability (after
          any group relief  surrenders  pursuant to paragraph  13.1.3  above) is
          less than the amount in the Trust Account (including interest less any
          bank charges and taxation on interest payable by any person other than
          the  Covenantor)  the  difference  shall be  promptly  returned to the
          Covenantor.

14        Base cost

          The Covenantor undertakes to provide, and to procure that any relevant
          member of the Remaining  Vendor Group provides,  to the Purchaser such
          reasonable  assistance  as the  Purchaser may require to determine the
          base cost of the assets of the Target Companies and Subsidiaries.

15        Tax sharing

          Any tax sharing agreement  between any of Cordiant US Holdings,  Inc.,
          Lighthouse Global Network, Inc. and MWA is terminated as of Completion
          and there shall be no continuing obligation to make any payments under
          any such agreement.

                                       105
<PAGE>

                                   SCHEDULE 10

                             Lexington Avenue Lease

          Warranty

1         The  Vendor  hereby  confirms  that  the  document   appended  to  the
          Disclosure  Letter at tab 11 of file 39 of the Agreed Bundle is a true
          copy of the termination notice  ("Termination  Notice") which was sent
          by MWA by certified  mail on 25 April 2003 to the  landlord  under the
          Lexington  Avenue Lease ("the NY Landlord")  and the manner and timing
          of such  delivery was in  accordance  with the terms of the  Lexington
          Avenue Lease.  The Vendor further  confirms that MWA has satisfied all
          of the  conditions  to  the  Termination  Option  (as  defined  in the
          Lexington  Avenue Lease) as of the date of this Agreement and that the
          form of the Termination Notice was in accordance with the terms of the
          Lexington Avenue Lease and MWA has received no communication  from the
          NY Landlord indicating otherwise. The Vendor further confirms that the
          Renewal Option (as defined in the Lexington Avenue Lease) has not been
          exercised.

          Termination Notice Undertaking

2         The Vendor and the  Designated  Vendor  undertake  to the US Purchaser
          that the  Designated  Vendor shall not,  and the Vendor shall  procure
          that MWA  shall  not,  seek to  withdraw  the  Termination  Notice  or
          exercise  the  Renewal  Option  at any time  between  the date of this
          Agreement and the Completion Date.

          Assignment, Release and Sublease

3         Commencing  on  the  date  of  this  Agreement,  the  Vendor  and  the
          Designated  Vendor shall,  and the Vendor shall procure that MWA prior
          to  Completion  shall,  use  all  reasonable   endeavours   (including
          negotiating in good faith an agreement for the Assignment, Release and
          Sublease (as defined  below) but without being obliged to make payment
          of a fee  to  the  NY  Landlord  in  respect  of  the  grant  of  such
          Assignment,  Release  and  Sublease)  to seek  the  consent  of the NY
          Landlord to:

3.1       the  assignment  by  MWA of all of  its  rights,  title  and  interest
          (subject to the  assumption by the  Designated  Vendor of all of MWA's
          obligations and  liabilities)  under the Lexington Avenue Lease to the
          Designated  Vendor, in accordance with the provisions of the Lexington
          Avenue Lease ("Assignment");

3.2       the  release of MWA from all  obligations  and  liabilities  under the
          Lexington Avenue Lease ("Release"); and

3.3       the grant of a  sublease  to MWA (on  terms  and in a form  reasonably
          satisfactory to the US Purchaser but, in any event, being on terms (as
          to rent) the same as and (as to other  terms) no more  onerous  to MWA
          than are set out in the Lexington  Avenue Lease) of all or any part of
          the Major  Premises  for a term of up to six months with the right for
          MWA to terminate  the  sublease on one month's  prior  written  notice
          ("Sublease").

4         If the consent to the  Assignment,  Release and Sublease is granted by
          the NY Landlord (whether prior to or following Completion), the Vendor
          and the


                                       106
<PAGE>

          Designated Vendor and the US Purchaser (as appropriate)  shall procure
          that MWA and the Designated  Vendor enter into an agreement  providing
          for the Assignment,  Release and Sublease.  If only the consent to the
          Assignment  and Sublease is granted by the NY Landlord  (whether prior
          to or following Completion),  the Vendor and the Designated Vendor and
          the US  Purchaser  (as  appropriate)  shall  procure  that MWA and the
          Designated Vendor enter into an agreement providing for the Assignment
          and Sublease.

          Payments to the NY Landlord

5         From the  Completion  Date and  until the  Fixed  Expiration  Date (as
          defined in the Lexington  Avenue Lease) the Vendor and the  Designated
          Vendor shall pay (or procure the payment) to the NY Landlord:

5.1       the monthly  instalments of Fixed Rent and Additional Rent (as defined
          in the  Lexington  Avenue  Lease) (each  instalment  being  together a
          "Monthly Rental  Payment")  required to be paid under the terms of the
          Lexington  Avenue Lease  (together with any amount of service  charge,
          late charge,  default  interest,  enforcement  cost or other costs and
          expenses  payable  to the  NY  Landlord  under  the  Lexington  Avenue
          Lease):-

5.1.1     on or before  30 April  2004 five  Business  Days  prior to the day on
          which  payment to the NY  Landlord is due under the  Lexington  Avenue
          Lease; and

5.1.2     after 30 April 2004 on the day on which  payment to the NY Landlord is
          due under the Lexington Avenue Lease; and

5.2       each of the two tranches of the Termination  Amount (as defined in the
          Lexington  Avenue  Lease) five Business Days prior to the dates and in
          the amounts set forth in Article 57.B of the Lexington Avenue Lease,

          and, in respect of each such payment, the Vendor and Designated Vendor
          undertake  to the US  Purchaser  to  deliver to MWA on the same day as
          each such  payment is made a copy of any  covering  letter sent by the
          Vendor  and  Designated  Vendor  to the  NY  Landlord  enclosing  such
          payment.

          The Lexington Avenue Lease Account

6         Before the Completion  Date,  the US Purchaser  shall open an insured,
          interest-bearing  designated  escrow  account (the  "Lexington  Avenue
          Lease  Account")  with  Fleet  National  Bank  ("Escrow  Agent").  The
          instructions  given to the bank at which the  Lexington  Avenue  Lease
          Account is opened shall  include an  irrevocable  instruction  that no
          amounts may be released from the Lexington Avenue Lease Account unless
          such payment is made in accordance with the provisions of paragraphs 9
          to 13 (inclusive) of this Schedule.  The Vendor and Designated  Vendor
          hereby  agree  that  the  Escrow  Agent  shall  have  the   unfettered
          discretion to release  monies from the Lexington  Avenue Lease Account
          upon  delivery of a written  certification  from the US  Purchaser  in
          respect  of a  release  due  in  accordance  with  the  provisions  of
          paragraphs 9 to 13 (inclusive) of this Schedule.

          Payments into the Lexington Avenue Lease Account

                                       107
<PAGE>

7         On  Completion,  the Vendor and the  Designated  Vendor  shall pay (or
          procure  the  payment)  into the  Lexington  Avenue  Lease  Account of
          US$500,000 in accordance with Clause 6.1.2

8         The US Purchaser  shall, or shall procure that MWA shall, pay into the
          Lexington  Avenue Lease Account an amount equal to each Monthly Rental
          Payment for the period  during which MWA remains in actual  occupation
          of the Major  Premises  on the day on which each such  Monthly  Rental
          Payment is due to the NY Landlord under the Lexington Avenue Lease.

          Payments out of the Lexington Avenue Lease Account to the NY Landlord

9         If:

9.1       the Vendor and the  Designated  Vendor  fail to make a Monthly  Rental
          Payment on the day on which  payment to the NY  Landlord  is due under
          the Lexington Avenue Lease; or

9.2       the Vendor and the  Designated  Vendor  fail to pay to the NY Landlord
          the  Termination  Amount on the dates and in the  amounts set forth in
          Article 57.B of the Lexington Avenue Lease,

          an amount equal to such unpaid  Monthly  Rental Payment or Termination
          Amount (as  applicable)  (each an "Unpaid  Amount")  shall be released
          from the Lexington Avenue Lease Account and paid to the NY Landlord in
          satisfaction of such Unpaid Amount.

10        Forthwith  upon an Unpaid  Amount being  released  from the  Lexington
          Avenue Lease Account pursuant to the provisions of paragraph 9 of this
          Schedule,  the Vendor  and the  Designated  Vendor  shall pay into the
          Lexington Avenue Lease Account an amount equal to such Unpaid Amount.

          Release of the Lexington Avenue Lease Account to the Designated Vendor

11        The  amount  standing  to the  credit of the  Lexington  Avenue  Lease
          Account  shall be released to an account  specified by the  Designated
          Vendor ("the Designated Account") upon the earliest to occur of:

11.1      the  termination  of the  Lexington  Avenue  Lease  subject  to the NY
          Landlord  confirming  in writing  to MWA that there is no  outstanding
          liability in respect of the Lexington Avenue Lease; or

11.2      the  execution  and  unconditional  delivery  of a  written  agreement
          providing  for the  Assignment,  Release  and  Sublease  by all of the
          parties thereto; or

11.3      if a person or persons  acting in concert  (as such term is defined in
          the City Code on Takeovers and Mergers)  acquires more than 50% of the
          voting rights  exercisable at a general  meeting of the Vendor or such
          person or persons (not being a member of the  Remaining  Vendor Group)
          acquire more than 50% of the voting  rights  exercisable  at a general
          meeting of the Designated Vendor and in the reasonable  opinion of the
          US  Purchaser  such  person or  persons  are of  sufficient  financial
          strength to ensure that the Vendor and the Designated Vendor


                                       108
<PAGE>

          shall  be  able  to  fulfil  the  obligations  of the  Vendor  and the
          Designated Vendor under paragraph 14 of this Schedule.

12        If at any time there is standing to the credit of the Lexington Avenue
          Lease Account an amount that exceeds the total  outstanding  liability
          of MWA in respect of the  Lexington  Avenue Lease up to and  including
          the Fixed Expiration Date (such excess being the "Excess Amount") then
          an  amount  equal  to the  Excess  Amount  shall  be  released  to the
          Designated  Account  PROVIDED THAT forthwith  after the payment by the
          Vendor  and  Designated  Vendor of the  Termination  Amount in full in
          accordance with the provisions of paragraph 5.2 of this Schedule there
          shall be  released  from the  Lexington  Avenue  Lease  Account to the
          Designated  Account a one-off payment of an amount equal to the amount
          by which the amount  standing  to the credit of the  Lexington  Avenue
          Lease Account is in excess of US$500,000.

          Release of the Lexington Avenue Lease Account to MWA

13        The  amount  standing  to the  credit of the  Lexington  Avenue  Lease
          Account shall be immediately  released to MWA on the occurrence of the
          liquidation,  dissolution,  voluntary  or  involuntary  bankruptcy  or
          winding up (or any  analogous  event) of the Vendor or the  Designated
          Vendor or the appointment of a receiver or trustee for any substantial
          part of the assets of the Vendor or the Designated Vendor.

          Indemnity

14        The Vendor and the Designated  Vendor shall pay to the US Purchaser an
          amount  equal  to any and all  losses,  costs,  actions,  proceedings,
          claims, demands,  obligations and liabilities incurred and suffered by
          MWA (other than as a result of any action or omission of MWA or the US
          Purchaser  following  Completion PROVIDED THAT MWA's reliance upon the
          Vendor and  Designated  Vendor to make the payments  specified in this
          Agreement  shall not  constitute  such an action or omission)  whether
          before or after the  Completion  Date in respect of any  obligation or
          liability of MWA in respect of the Lexington Avenue Lease  ("Lexington
          Losses") to the extent such Lexington  Losses are not satisfied by the
          release of monies from the Lexington Avenue Lease Account.

          Rent Deposit

15        Forthwith after the Fixed Expiration Date and upon receipt from the NY
          Landlord, the US Purchaser shall procure the payment to the Designated
          Vendor  of the full  amount  of the rent  deposit  in  respect  of the
          Lexington  Avenue Lease  together  with  interest  accrued  thereon in
          accordance with the terms of the Lexington  Avenue Lease PROVIDED THAT
          such payment shall not be made to the  Designated  Vendor and shall be
          retained by MWA in the event of:

15.1      the liquidation,  dissolution,  voluntary or involuntary bankruptcy or
          winding up (or any  analogous  event) of the Vendor or the  Designated
          Vendor or, on the Fixed  Expiration Date a receiver or trustee for any
          substantial part of the assets of the Vendor or the Designated  Vendor
          has been appointed and such appointment is still subsisting; or


                                       109
<PAGE>

15.2      if on the Fixed  Expiration Date the Vendor or Designated  Vendor have
          not complied with the  provisions of paragraph 10 of this Schedule and
          such breach remains outstanding.

          Joint and Several Liability

16        The  obligations  of the  Vendor and the  Designated  Vendor to the US
          Purchaser under this paragraphs 1 to 15 of this Schedule are joint and
          several.  As  between  the  Vendor  and the  Designated  Vendor  it is
          acknowledged   and  agreed   that   responsibility   for  payment  and
          performance of such obligations lies with the Designated Vendor.

          Definitions

17        "Major  Premises"  all of the space in the Building (as defined in the
          Termination  Notice) covered by the termination  Option (as defined in
          the Termination Notice).

                                       110
<PAGE>

                                   SCHEDULE 11
                              Table of Encumbrances
<TABLE>
<CAPTION>

            Company                 Description      In Favour of       Created        Description
----------- ----------------------- ---------------- ------------------ -------------- ---------------
<S>         <C>                     <C>              <C>                 <C>            <C>
1.          Financial               Bridge           HSBC                  04/04/02     Fixed and
            Dynamics                Composite        Investment                         Floating Charges
            Holdings                Guarantee and    Bank Plc
            Limited                 Debenture
                                    ---------------- ------------------ -------------- ---------------
                                    Composite        HSBC                  19/04/02    Fixed and
                                    Guarantee and    Investment                        Floating Charges
                                    Debenture        Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                    Guarantee        HSBC                  30/08/00    Guarantee
                                                     Investment
                                                     Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
2.          Financial               Bridge           HSBC                  04/04/02    Fixed and
            Dynamics                Composite        Investment                        Floating Charges
            Limited                 Guarantee and    Bank Plc
                                    Debenture
                                    ---------------- ------------------ -------------- ---------------
                                    Composite        HSBC                  19/04/02    Fixed and
                                    Guarantee and    Investment                        Floating Charges
                                    Debenture        Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                    Guarantee        HSBC                  30/08/00    Guarantee
                                                     Investment
                                                     Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
3.          C&FD                    Bridge           HSBC                  04/04/02    Fixed and
            (Holdings)              Composite        Investment                        Floating Charges
            Limited                 Guarantee and    Bank Plc
                                    Debenture
                                    ---------------- ------------------ -------------- ---------------
                                    Composite        HSBC                  19/04/02    Fixed and
                                    Guarantee and    Investment                        Floating Charges
                                    Debenture        Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                    Guarantee        HSBC                  30/08/00    Guarantee
                                                     Investment
                                                     Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
4.          Corporate &             Bridge           HSBC                  04/04/02    Fixed and
            Financial               Composite        Investment                        Floating Charges
            Design                  Guarantee and    Bank Plc
            Limited                 Debenture
                                    ---------------- ------------------ -------------- ---------------
                                    Composite        HSBC                  19/04/02    Fixed and
                                    Guarantee and    Investment                        Floating Charges
                                    Debenture        Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                    Guarantee        HSBC                  30/08/00    Guarantee
                                                     Investment
                                                     Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
</TABLE>

                                      111
<PAGE>
<TABLE>
<CAPTION>

            Company                 Description      In Favour of       Created        Description
----------- ----------------------- ---------------- ------------------ -------------- ---------------
<S>         <C>                     <C>              <C>                 <C>            <C>
5.          FD                      Bridge           HSBC                  04/04/02    Fixed and
            International           Composite        Investment                        Floating Charges
            Limited                 Guarantee and    Bank Plc
                                    Debenture
                                    ---------------- ------------------ -------------- ---------------
                                    Composite        HSBC                  19/04/02    Fixed and
                                    Guarantee and    Investment                        Floating Charges
                                    Debenture        Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                    Guarantee        HSBC                  30/08/00    Guarantee
                                                     Investment
                                                     Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
6.          Morgen-             (a) Guarantee        HSBC                  03/10/00    Guarantee
            Walke                                    Investment
            Associates,                              Bank Plc
            Inc.                    ---------------- ------------------ -------------- ---------------
                                (b) Guarantee        HSBC                  03/11/00    Guarantee
                                                     Investment
                                                     Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                (c) Composite        HSBC                  19/04/02    Guarantee
                                    Guarantee        Investment
                                                     Bank Plc
                                    ---------------- ------------------ -------------- ---------------
                                (d) Guarantee        Holders (as           05/04/01    Guarantee
                                    Agreement        defined
                                                     therein)
----------- ----------------------- ---------------- ------------------ -------------- ---------------
7.          Cordiant            (a) Composite        HSBC                  04/04/02    Share Pledge
            Communica-              Guarantee and    Investment
            tions Group             Debenture        Bank Plc
            plc.                    ---------------- ------------------ -------------- ---------------
                                (b) Composite        HSBC                  19/04/02    Share Pledge
                                    Guarantee and    Investment
                                    Debenture        Bank Plc
----------- ----------------------- ---------------- ------------------ -------------- ---------------
8.          Lighthouse              Pledge           HSBC                  19/04/02    Share Pledge
            Global                  Agreement        Investment
            Network,                                 Bank Plc
            Inc.
----------- ----------------------- ---------------- ------------------ -------------- ---------------
</TABLE>

                                       112
<PAGE>

SIGNED by ANDY BOLAND                     )
for and on behalf of CORDIANT             ) /s/ Andy Boland
COMMUNICATIONS GROUP PLC                  )
in the presence of:-                      )


Witness

Signature:      /s/ Nathan Runnicles

Name:           Nathan Runnicles

Address:        56 Bucharest Road
                Earlsfield
                London


Occupation:     Accountant



SIGNED by ANDY BOLAND                     )
for and on behalf of LIGHTHOUSE           ) /s/ Andy Boland
GLOBAL NETWORK, INC.                      )
in the presence of:-                      )


Witness

Signature:      /s/ Nathan Runnicles

Name:           Nathan Runnicles

Address:        56 Bucharest Rd
                Earlsfield
                London


Occupation:     Accountant


                        113

<PAGE>

SIGNED by DEREK BAIRD                     )
for and on behalf of 3319th SINGLE        ) /s/ Derek Baird
MEMBER SHELF TRADING                      )
COMPANY LIMITED                           )
in the presence of:-                      )


Witness

Signature:      /s/ Trudy Cooke

Name:           Trudy Cooke

Address:        Atlantic House
                Holborn Viaduct
                London


Occupation:     Solicitor


SIGNED by DEREK BAIRD                     )
for and on behalf of FD MWA               ) /s/ Derek Baird
HOLDINGS, INC.                            )
in the presence of:-                      )


Witness

Signature:      /s/ Trudy Cooke

Name:           Trudy Cooke

Address:        Atlantic House
                Holborn Viaduct
                London


Occupation:     Solicitor

                                      114