EXHIBIT 4.4



                             DEBT TRANSFER AGREEMENT




                              DATED 19th June, 2003



                                     BETWEEN



                        Cordiant Communications Group plc
                                 as the Company

                                      -and-

                             Cordiant Finance, Inc.
                               as the Note Issuer

                                      -and-

                        The parties listed in Schedule 1
                         as Transferring Finance Parties

                                      -and-

                                  HSBC Bank plc
                           as Common Security Trustee

                                      -and-

                                  HSBC Bank plc
                                 as Paying Agent

                                      -and-

                              WPP No. 2337 Limited
                                  as Purchaser

                                      -and-

                                  WPP Group plc
                                  as Guarantor

                                 ALLEN & OVERY

                                     London

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                                    CONTENTS

Clause                                                                    Page

1.       Interpretation......................................................1
2.       Transfer Agreement..................................................5
3.       Payment.............................................................7
4.       Release.............................................................8
5.       Overdraft Facility and Swingline Facility...........................8
6.       Co-operation........................................................9
7.       Common Security Trustee, Security Trustee and Agent................10
8.       Confidentiality....................................................11
9.       Transferring Finance Party representations.........................12
10.      Guarantor/Purchaser Representations................................13
11.      Changes to the Parties.............................................14
12.      Default interest...................................................14
13.      VAT................................................................15
14.      Paying Agent.......................................................15
15.      Guarantee and indemnity............................................18
16.      Miscellaneous......................................................20
17.      Notices............................................................22
18.      Language...........................................................23
19.      Severability.......................................................23
20.      Waivers and remedies cumulative....................................23
21.      Counterparts.......................................................23
22.      Governing law......................................................24
23.      Enforcement........................................................24

Schedule

1.       Transferring Finance Parties.......................................25
2.       Form of Substitution Certificate...................................27
3.       Account Details....................................................36
4.       Form of Accession Letter...........................................37
5.

Signatories.................................................................52

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THIS DEBT TRANSFER AGREEMENT is dated 19th June, 2003 between:

(1)     Cordiant  Communications  Group plc  (registered  number  1320869)  (the
        Company);

(2)     Cordiant Finance, Inc (the Note Issuer) as issuer of the Notes under the
        Note Purchase Agreement;

(3)     The  parties  listed  in  Part 1 of  Schedule  1  (Transferring  Finance
        Parties) as transferring noteholders (each a Transferring Noteholder);

(4)     The  parties  listed  in  Part 2 of  Schedule  1  (Transferring  Finance
        Parties) as transferring banks (each a Transferring Bank);

(5)     HSBC Bank plc as common  security  trustee for the  Finance  Parties (in
        this capacity the Common Security Trustee);

(6)     HSBC Bank plc as agent and security  trustee under the Credit  Agreement
        (in this capacity, the Agent or the Security Trustee);

(7)     HSBC Bank plc as  overdraft  bank  under the Credit  Agreement  (in this
        capacity, the Original Overdraft Bank);

(8)     Fleet  National  Bank as swingline  bank under the Credit  Agreement (in
        this capacity, the Original Swingline Bank);

(9)     HSBC BANK PLC as paying agent (in this capacity, the Paying Agent);

(10)    WPP NO. 2337 LIMITED (registered number 4679453) (the Purchaser); and

(11)    WPP Group plc (registered number 1003653) (the Guarantor).

1.      INTERPRETATION

1.1     Definitions

        In this Agreement:

        Bank Debt means the Debt owed to the Transferring Banks.

        Bank  Finance  Documents  has  the  meaning  given  to it in the  Credit
        Agreement.

        Business  Day means a day  (other  than a  Saturday  or Sunday) on which
        banks are open for general business in London and New York City.

        Common  Security Trust Deed means the trust deed dated 19th April,  2002
        between amongst others, the Company, the holders of the Notes set out in
        Part B of Schedule 3 thereto, the Common Security Trustee and the Agent.

        Completion Date means 20th June, 2003.

        Consideration   means  the  Total   Principal  Debt  plus  the  Interest
        Component.

        Contribution has the meaning given to the term in the Credit Agreement.

                                       1
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        Co-ordinators'   Engagement   Letters  means  the  Bank   Co-ordinators'
        Engagement Letter and the Noteholders  Co-ordinators' Engagement Letter,
        relating to the Finance Documents and each dated 15th May, 2003.

        Credit Agreement means the (pounds)155,871,146.52 credit agreement dated
        4th July,  2000 between (among others) the Company and HSBC Bank plc (as
        amended and restated pursuant to a restructuring  deed dated 19th April,
        2002).

        Creditor  has  the  meaning  given  to that  term  in the  Intercreditor
        Agreement.

        Debt means all  Liabilities  payable or owing by any member of the Group
        to the  Transferring  Finance  Parties under or in  connection  with any
        Finance Document.

        Exchange  Rate means the Paying  Agent's  spot rate of exchange  for the
        purchase of the relevant  currency in the London foreign exchange market
        with another currency at or about 11.00 a.m. on a particular day.

        Finance  Document  means  a Bank  Finance  Document  or a  Note  Finance
        Document.

        Finance  Party  has  the  meaning  given  to  that  term  in the  Credit
        Agreement.

        Group means the Company and its Subsidiaries.

        Intercreditor Agreement has the meaning given to that term in the Credit
        Agreement.

        Interest  Component  means the amount  referred  to in Clause  3.4(a)(i)
        (Application of the Consideration).

        Liability means any present or future liability  (actual or contingent),
        together with:

        (a)     any  further  advance  which  may be made  under  any  agreement
                expressed to be  supplemental to any document in respect of that
                liability, together with all related interest, fees and costs;

        (b)     any claim for damages or  restitution in the event of rescission
                of that liability or otherwise; and

        (c)     any claim flowing from any recovery by a payment or discharge in
                respect of that liability on grounds of preference or otherwise.

        Note  Purchase  Agreement  means the Amended and Restated  Note Purchase
        Agreement dated as of April 19, 2002, among the Note Issuer,  as issuer,
        the  Company,  as parent  guarantor  and the  holders of the Notes party
        thereto.

        Noteholder Debt means Debt owed to the Transferring Noteholders.

        Notes has the meaning given to it in the Note Purchase Agreement.

        Notes Finance Documents means the "Finance  Documents" as defined in the
        Note Purchase Agreement.

        Obligor  means any  member  of the  Group  which is a party to a Finance
        Document.

        Overdraft  Bank  has  the  meaning  given  to that  term  in the  Credit
        Agreement.

                                       2
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        Overdraft  Facility  has the  meaning  given to that term in the  Credit
        Agreement.

        Overdraft  Net  Balance is defined  in Clause  3.4  (Application  of the
        Consideration).

        Party means a party to this Agreement.

        PIK  Management  Fee has the  meaning  given  to that  term in the  Note
        Purchase Agreement.

        Principal  Debt with respect to a  Transferring  Finance Party means the
        principal amount of indebtedness owed to that Transferring Finance Party
        under the Credit  Agreement as at the  Completion  Date or the principal
        amount  of  indebtedness  owed to that  Transferring  Finance  Party  in
        respect  of  the  Notes  and  the  Note  Purchase  Agreement  as at  the
        Completion Date, as applicable, in each case excluding:

        (a)     accrued or capitalised interest (if any);

        (b)     any fees, costs or expenses;

        (c)     any  penalty,   liquidated  damages,  prepayment  or  make-whole
                amounts; or

        (d)     any other amount which is not in the nature of principal,

        but, in the case of a Transferring  Bank,  including  that  Transferring
        Bank's  share of the  Overdraft  Net Balance  and the  counter-indemnity
        obligations  in  respect  of the  principal  amount  of any  outstanding
        Swingline Letters of Credit (as defined in the Credit  Agreement)) as at
        the Completion Date,  being in all cases the indicative  amount for such
        Transferring  Finance  Party set out  opposite  its name in  Schedule  1
        (Transferring  Finance  Parties)  as at 16th  June,  2003  (assuming  an
        Overdraft Net Balance of zero),  as updated by the Agent by the delivery
        of a Replacement Schedule.

        Receiving  Account means the account details for the Paying Agent as set
        out in Schedule 3 (Account Details).

        Replacement Schedule is defined in Clause 2.2(d) (Completion).

        Security  Trust  Deed has the  meaning  given to that term in the Credit
        Agreement.

        Steering Committee means the committee  appointed by the Finance Parties
        to  represent  their  interests in  connection  with the repaying of the
        Debt.

        Swingline  Bank  has  the  meaning  give  to  that  term  in the  Credit
        Agreement.

        Subsidiary  of  a  person  means  any  company  or  entity  directly  or
        indirectly  controlled  by such person or any entity  (whether or not so
        controlled) treated as a subsidiary in the financial  statements of that
        person  from  time to time,  for  which  purpose  control  means  either
        ownership  of more than 50 per cent.  of the voting  share  capital  (or
        equivalent right of ownership) of such company or entity or the right to
        control its  policies  and  management  whether by contract or otherwise
        (and  controlled   shall  be  construed   accordingly)  and  includes  a
        subsidiary  undertaking  within  the  meaning  of  section  258  of  the
        Companies Act 1985.

        Substitution Certificate means a global certificate in substantially the
        form of Schedule 2 (Form of Substitution Certificate).  The Substitution
        Certificate  is a  "Substitution  Certificate"  for the  purposes of the
        Credit Agreement.

                                       3
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        Total  Principal  Debt means the aggregate of the Principal Debt for all
        of  the  Transferring  Finance  Parties,  being  the  aggregate  of  the
        indicative amounts set out in Schedule 1 (Transferring  Finance Parties)
        as at 16th June,  2003  (assuming an Overdraft Net Balance of zero),  as
        updated by the Agent by delivery of a Replacement Schedule.

        Transfer means the transfer and novation of the Debt by the Transferring
        Finance Parties to the Purchaser in accordance with this Agreement,  the
        Transfer Documents and the Finance Documents.

         Transfer Documents means:

        (a)     the relevant  accession deeds to the Common Security Trust Deed,
                the Intercreditor  Agreement and the Security Trust Deed for the
                Purchaser to accede as the relevant  finance parties under those
                agreements,  in  substantially  the form  set out in the  Common
                Security  Trust Deed and the  Security  Trust Deed;  and

        (b)     the Substitution Certificate.

        Transferring  Finance  Party  means  a  Transferring   Noteholder  or  a
        Transferring Bank.

1.2     Construction

(a)    In this Agreement, unless the contrary intention appears, a reference to:

        (i)     an amendment  includes a supplement,  novation,  restatement  or
                re-enactment and amended will be construed accordingly;

        (ii)    assets  includes  present and future  properties,  revenues  and
                rights (including contractual rights) of every description;

        (iii)   an authorisation includes an authorisation,  consent,  approval,
                resolution,   licence,   exemption,   filing,   registration  or
                notarisation;

        (iv)    disposal means a sale, transfer, grant, lease or other disposal,
                whether voluntary or involuntary,  and dispose will be construed
                accordingly;

        (v)     indebtedness   includes  any  obligation  (whether  incurred  as
                principal or as surety) for the payment or repayment of money;

        (vi)    a person includes any  individual,  company,  limited  liability
                company,   corporation,   unincorporated   association  or  body
                (including a  partnership,  limited  partnership,  trust,  joint
                venture or consortium),  government, state, agency, organisation
                or  other   entity   whether  or  not  having   separate   legal
                personality;

        (vii)   a regulation includes any regulation,  rule, official directive,
                request  or  guideline  (whether  or not having the force of law
                but, if not having the force of law,  being of a type with which
                any person to which it applies is  accustomed  to comply) of any
                governmental,  inter-governmental or supranational body, agency,
                department or regulatory,  self-regulatory or other authority or
                organisation;

        (viii)  a currency is a reference  to the lawful  currency  for the time
                being of the relevant country;

                                       4
<PAGE>

        (ix)    a provision of law is a reference to that provision as extended,
                applied,  amended or  re-enacted  and includes  any  subordinate
                legislation;

        (x)     a Clause, a Subclause, paragraph, sub-paragraph or a Schedule is
                a reference to a clause,  subclause,  paragraph or sub-paragraph
                of, or a schedule to, this Agreement;

        (xi)    a Party or any other person  includes its  successors  in title,
                permitted  assigns  and  permitted  transferees,  except  that a
                reference to the Paying Agent or the Common Security  Trustee in
                Clauses 3  (Payment),  6  (Co-operation)and  7 (Common  Security
                Trustee,  Security  Trustee and Agent)  shall in any event be to
                HSBC Bank plc;

        (xii)   a Finance  Document,  this  Agreement  or another  document is a
                reference  to that  Finance  Document,  this  Agreement or other
                document as amended; and

        (xiii)  a time of day is a reference to London time.

(b)     Unless  expressly  provided to the contrary in this Agreement,  a person
        who is not a party to this  Agreement  may not  enforce any of its terms
        under  the   Contracts   (Rights  of  Third   Parties)   Act  1999  and,
        notwithstanding  any term of this  Agreement,  no  consent  of any third
        party is required for any variation (including any release or compromise
        of any  liability)  or  termination  of this  Agreement.

(c)     Unless the  contrary  intention  appears a reference to a Party will not
        include that Party if it has ceased to be a Party under this Agreement.

(d)     The headings in this Agreement do not affect its interpretation.

2.      TRANSFER AGREEMENT

2.1     Agreement

(a)     Each Transferring  Finance Party hereby agrees to sell and the Purchaser
        hereby agrees to purchase on the Completion Date all (but not part only,
        except in the case of Deutsche Bank AG, London Branch as a  Transferring
        Bank, which hereby agrees to sell only that part of its participation in
        the Debt referred in Schedule 1 (Transferring  Finance Parties)) of that
        Transferring  Finance  Party's  participation  in  all of  the  Debt  in
        consideration  of the Purchaser's  payment to the  Transferring  Finance
        Parties of the Consideration.

(b)     This Agreement is effective on the date of this Agreement.

(c)     Completion of the Transfer and payment of the  Consideration  under this
        Agreement  shall take place on the  Completion  Date in accordance  with
        Clause 2.2 (Completion).

2.2 Completion

(a)     On the Completion Date:

        (i)     each  Transferring  Bank  shall  deliver  to the  Purchaser  the
                Substitution  Certificate in respect of its entire participation
                in the Debt, duly executed by it;

        (ii)    each Transferring  Noteholder shall sell, assign and transfer to
                the  Purchaser  each  Note held by it and this  Agreement  shall
                effect such sale,  assignment and transfer  (notwithstanding any
                of the provisions set out in section 15.2 (Transfer and

                                       5
<PAGE>

                Exchange  of  Notes)  of  the  Note  Purchase   Agreement)  with
                immediate effect on the Completion Date without more;

        (iii)   the Purchaser  shall pay the  Consideration  to the Paying Agent
                for  the  Transferring   Finance  Parties  for  distribution  in
                accordance with Clause 3.4 (Application of the Consideration);

        (iv)    the  Purchaser  will  execute the  Transfer  Documents,  to take
                effect on the Completion Date;

        (v)     the Note Issuer shall issue a replacement  Note in favour of the
                Purchaser  and register the Purchaser as the holder of such Note
                pursuant  to section  15.1  (Registration  of Notes) of the Note
                Purchase Agreement;

        (vi)    the  Purchaser  shall  pay  (on  behalf  of the  Company  and in
                consideration  for the mutual  covenants  contained  herein) any
                amounts  owing  (whether  or not yet  due)  to any  Transferring
                Finance Party under the Co-ordinator's  Engagement Letters as at
                the Completion Date; and

        (vii)   the  Purchaser  shall pay (on  behalf of the Note  Issuer and in
                consideration for the mutual covenants  contained herein) to the
                Paying  Agent  for the  Transferring  Noteholders  on a pro rata
                basis (pounds) 250,000 pounds in aggregate in full  satisfaction
                of any  unpaid  PIK  Management  Fee  owing to the  Transferring
                Noteholders.

        Each of the actions  described above shall occur  simultaneously  on the
        Completion Date.

(b)     As soon as reasonably  practicable after the Completion Date (and in any
        event not more than 10 Business Days after the  Completion  Date or such
        longer period as agreed by the Purchaser),  each Transferring Noteholder
        shall surrender to the Purchaser each original Note held by it.

(c)     On the Completion Date the Company will pay or procure that the Obligors
        pay (and to the extent that the Company or the Obligors fail to pay, the
        Guarantor  will  pay) to the  Paying  Agent  all  amounts  owing  to the
        Transferring  Finance  Parties  (or  any  of  them)  under  the  Finance
        Documents as at the Completion Date:

        (i)     in respect of all expenses payable thereunder;

        (ii)    in respect of accrued Swingline Bank fees,  Overdraft Bank fees,
                commitment fees, Agent's fees and Common Security Trustee's fees
                to the Completion Date; and

        (iii)   pursuant to  Clause 16.5  (Costs and expenses)  (other than fees
                owing under the Co-ordinator's Engagement Letters).

(d)     The Agent shall provide to the Purchaser an updated replacement Schedule
        1 (Transferring  Finance  Parties) (the  Replacement  Schedule) no later
        than 12 Noon on the Completion Date reflecting:

        (i)     fluctuations  in  the  Overdraft  Net  Balance  as at  close  of
                business on the Business Day before the Completion Date; and

        (ii)    transfers  and  novations  of the Debt by  Transferring  Finance
                Parties  taking  effect  on or prior to the  Completion  Date in
                accordance with Clause 11 (Changes to the Parties).

                                       6

<PAGE>

3.      PAYMENT

3.1     Place

        All payments by the Company,  the Purchaser or the Guarantor  under this
        Agreement shall be made to the Receiving Account.  All amounts paid into
        the Receiving Account shall be promptly  distributed by the Paying Agent
        in accordance with this Agreement.

3.2     Funds

        Payments under this Agreement shall be made in the currency in which the
        amount is  denominated  for  value on the due date at such  times and in
        such funds as are customary at the time for  settlement of  transactions
        in that currency in the place of payment.

3.3     Use of Consideration

(a)     A payment of any amount by the Company,  the  Purchaser or the Guarantor
        to the Paying Agent shall be a good  discharge of the  obligation to pay
        that amount to the Transferring Finance Parties.

(b)     Neither the  Purchaser nor the  Guarantor  shall have any  obligation to
        monitor or verify the  application  of such  amounts by the Paying Agent
        including,  without  limitation,  any payments made in  accordance  with
        Clause  3.4  (Application  of  the   Consideration)   or  Clause  5.1(a)
        (Overdraft Facility).

3.4     Application of the Consideration

(a)     The Paying Agent will apply the Consideration received by it as follows:

        (i)     to  each  Transferring  Finance  Party  the  amount  of  accrued
                interest under the Finance  Documents owing to such Transferring
                Finance Party as at the Completion Date;

        (ii)    in payment to:

                (A)     if Clause 5.1(c)  (Overdraft  Facility)  does not apply,
                        the  Overdraft  Bank of an amount equal to the overdraft
                        outstandings  following the reduction pursuant to Clause
                        5.1(a) (Overdraft Facility) (the Overdraft Net Balance);
                        and

                (B)     the  Swingline  Bank of an amount equal to the aggregate
                        principal amount of all outstanding Swingline Letters of
                        Credit  issued by it (for this purpose  converted by the
                        Paying Agent into  sterling at the Exchange  Rate on the
                        Completion  Date)  and  (without  double  counting)  any
                        amounts  in  respect  of  which  it  is  entitled  to an
                        indemnity  from the Obligors in respect of any Swingline
                        Letters of Credit  issued by it under  which  demand has
                        been  made on or  prior  to the  Completion  Date by the
                        beneficiary  thereof (for this purpose  converted by the
                        Paying Agent into  sterling at the Exchange  Rate on the
                        Completion  Date)  (the  amounts  referred  to  in  this
                        sub-paragraph (B) the Swingline Amount);

        (iii)   in payment  to the  Transferring  Finance  Parties in respect of
                their Principal Debt; for this purpose:

                                       7

<PAGE>

                (A)     in the case of the  Transferring  Banks,  the  Swingline
                        Amount and, if Clause 5.1(c)  (Overdraft  Facility) does
                        not apply,  the Overdraft  Net  Balance),  shall each be
                        excluded; and

                (B)     the  Noteholder  Debt will be  notionally  converted  to
                        sterling by the Paying Agent at the Exchange Rate on the
                        Completion Date.

(b)     Payments by the Paying  Agent to the  Transferring  Noteholders  will be
        converted into U.S.  dollars by the Paying Agent at the Exchange Rate on
        the Completion Date.

4.      RELEASE

(a)     Each Party agrees that,  on  completion  occurring  in  accordance  with
        Clause 2.2 (Completion):

        (i)     subject to Clause  5.1(c)  (Overdraft  Facility),  the Purchaser
                will   assume  all  of  the  rights  and   obligations   of  the
                Transferring   Finance   Parties  in  respect  of  the  Debt  in
                substitution  for  the  Transferring  Finance  Parties,  and the
                Transferring   Finance  Parties  will  be  released  from  those
                obligations and shall cease to have any of those rights; and

        (ii)    the  Transferring  Finance  Parties,  the  Company  and the Note
                Issuer  waive  any  consents,   authorisations   or  formalities
                otherwise  required  under the Finance  Documents in  connection
                with the Transfer;

        (iii)   the Company  confirms each  Obligor's  authority to the Agent to
                execute the Substitution Certificate; and

        (iv)    no Obligor shall have any liability to any Transferring  Finance
                Party and no  Transferring  Finance  Party shall have any right,
                claim or  action  against  an  Obligor  in  connection  with the
                Finance Documents.

(b)     Each  Party  agrees  that  no   Transferring   Finance  Party  shall  be
        responsible  or have any  liability to the Purchaser or any other person
        if  any  of  the  rights,  claims,   guarantees  or  security  under  or
        constituted  by the Finance  Documents is damaged,  impaired,  vitiated,
        discharged  or otherwise  affected by reason of anything in, or anything
        contemplated by, this Agreement or the transactions contemplated by this
        Agreement.

5.      OVERDRAFT FACILITY AND SWINGLINE FACILITY

5.1     Overdraft Facility

(a)     Subject to paragraph (c) below,  on the  Completion  Date,  the Original
        Overdraft  Bank shall exercise its rights of set-off (and, to the extent
        necessary,  enforce any guarantees given to the Original Overdraft Bank)
        to reduce  the  overdraft  outstandings  (if any) to their net amount on
        that date.

(b)     Immediately  following  the reduction  under  paragraph (a) above on the
        Completion Date (and without any further action by any other person):

        (i)     with the consent of the Company  (as  "Parent"  under the Credit
                Agreement),  as  evidenced  by the  Company's  execution of this
                Agreement,  the  Original  Overdraft  Bank shall resign from its
                appointment as Overdraft Bank under the Credit Agreement;

                                      8

<PAGE>

        (ii)    the  Original   Overdraft   Bank  shall  be  released  from  its
                obligations under the Credit Agreement;

        (iii)   the  Purchaser  shall be  appointed  by the Company (as "Parent"
                under the Credit  Agreement) as successor  Overdraft  Bank under
                the Credit Agreement; and

        (iv)    the Original Overdraft Bank shall assign its rights as Overdraft
                Bank under the Credit Agreement and the other Finance  Documents
                to the Purchaser  and the Purchaser  shall assume the rights and
                obligations  of the Original  Overdraft  Bank as Overdraft  Bank
                under the Credit Agreement.

(c)     If requested by the Company,  on the Completion  Date the Purchaser will
        place (pound) 6,000,000 with the Original  Overdraft Bank (together with
        documentation  reasonably  acceptable to the Original Overdraft Bank) as
        cash   collateral  for  the  Overdraft   Facility  or  make  such  other
        alternative  arrangements as the Original Overdraft Bank agrees with the
        Purchaser, and in each case paragraphs (a) and (b) above will not apply,
        the Overdraft Net Balance will be deemed to be nil, no balance  relating
        to the  Overdraft  Facility  or any account  relating  to the  Overdraft
        Facility  shall be assigned or  transferred  and the Original  Overdraft
        Bank will continue the Overdraft  Facility for up to 75 days on a demand
        basis  pending  replacement  arrangements  acceptable  to  the  Original
        Overdraft Bank being put in place.

5.2     Swingline Bank

        On the  Completion  Date (and  without any  further  action by any other
        person):

        (a)     with the consent of the Company  (as  "Parent"  under the Credit
                Agreement),  as  evidenced  by the  Company's  execution of this
                Agreement,  the  Original  Swingline  Bank shall resign from its
                appointment as Swingline Bank under the Credit Agreement;

        (b)     the  Original   Swingline   Bank  shall  be  released  from  its
                obligations under the Credit Agreement;

        (c)     the  Purchaser  shall be  appointed  by the Company (as "Parent"
                under the Credit  Agreement) as successor  Swingline  Bank under
                the Credit Agreement; and

        (d)     the Original Swingline Bank shall assign its rights as Swingline
                Bank under the Credit Agreement and the other Finance  Documents
                to the Purchaser  and the Purchaser  shall assume the rights and
                obligations  of the Original  Swingline  Bank as Swingline  Bank
                under the Credit Agreement.

6.      CO-OPERATION

(a)     The Transferring Finance Parties shall, at the expense of the Purchaser,
        take  whatever   action  the  Purchaser  may   reasonably   require  for
        facilitating  the Transfer  under this Agreement for a period of 30 days
        following the  Completion  Date (or such later date as the  Transferring
        Finance Parties and the Purchaser agree),  including without  limitation
        the execution of any transfer,  conveyance and assignment and the giving
        or  making  of  any  notice,  order,  direction  or  registration.   The
        Transferring  Finance Parties shall not be obliged to incur any material
        expense  under this  paragraph (a) unless they are secured or payment is
        otherwise assured, in each case to their satisfaction.

(b)     The  Purchaser   shall,  at  its  expense,   take  whatever  action  the
        Transferring Finance Parties may reasonably require for facilitating the
        Transfer under this Agreement  following

                                       9

<PAGE>

        the Completion Date, including the execution of any transfer, conveyance
        and assignment and the giving or making of any notice, order,  direction
        or registration.

(c)     The Common  Security  Trustee shall  deliver to the Purchaser  within 15
        Business  Days of the date of this  Agreement an executed,  certified or
        conformed copy of each Finance  Document  (other than lease approvals or
        any Finance Documents which are no longer in force).

7.      COMMON SECURITY TRUSTEE, SECURITY TRUSTEE AND AGENT

7.1     Common Security Trustee

(a)     To the extent that the Common Security  Trustee is not reimbursed by the
        Purchaser  pursuant to the  indemnity  applicable to it in clause 6.8 of
        the Common  Security Trust Deed in respect of the  Purchaser's  pro rata
        share of all or any  liabilities,  damages,  costs,  claims,  reasonable
        charges or  expenses  referred  to in clause 6.3 of the Common  Security
        Trust Deed (that pro rata share of the Purchaser being the  Reimbursable
        Liabilities) the Guarantor will indemnify the Common Security Trustee on
        demand for those Reimbursable Liabilities.

(b)     To the extent that the Common Security  Trustee is not reimbursed by the
        Purchaser in respect of the  Reimbursable  Liabilities  (the  Shortfall)
        each of the  Transferring  Finance  Parties  will  indemnify  the Common
        Security  Trustee on demand for its share (as  determined  in accordance
        with paragraph (c) below) of the Shortfall.

(c)     For the purposes of this Clause, a Transferring Finance Party's share of
        any of the Shortfall is the proportion which that  Transferring  Finance
        Party's  participation  in the Bank Debt or the Noteholder  Debt (as the
        case may be)  immediately  before the Transfer  bore to the aggregate of
        the Bank Debt and the  Noteholder  Debt  being  transferred  under  this
        Agreement.

7.2      Security Trustee

(a)     To the  extent  that  the  Security  Trustee  is not  reimbursed  by the
        Purchaser  pursuant  to the  indemnity  in  clause  19.12 of the  Credit
        Agreement  in  respect of the  Purchaser's  pro rata share of all costs,
        charges and expenses referred to in clause 19.12 of the Credit Agreement
        (that  pro  rata  share  of the  Purchaser  being  the  ST  Reimbursable
        Liabilities) the Guarantor will indemnify the Security Trustee on demand
        for those ST Reimbursable Liabilities.

(b)     To the  extent  that  the  Security  Trustee  is not  reimbursed  by the
        Purchaser  in respect of all or any of the ST  Reimbursable  Liabilities
        (the ST Shortfall)  each of the  Transferring  Banks will  indemnify the
        Security  Trustee on demand for its share (as  determined  in accordance
        with paragraph (c) below) of the ST Shortfall.

(c)     For the purposes of this Clause,  a Transferring  Bank's share of any of
        the ST  Shortfall  is the  proportion  which  that  Transferring  Bank's
        participation in the Bank Debt  immediately  before the Transfer bore to
        the aggregate of the Bank Debt and the Noteholder Debt being transferred
        under this Agreement.

7.3     Agent, Common Security Trustee and Security Trustee

        Each of the  Company  (on  behalf of itself  and the  Obligors)  and the
        Purchaser and the Guarantor hereby:

        (a)     acknowledges that it is the intention of HSBC Bank plc to retire
                from its  appointment  as Agent,  Common  Security  Trustee  and
                Security Trustee under the Finance

                                       10

<PAGE>

                Documents as soon as possible after the date of this  Agreement,
                unless  HSBC  Bank  plc   subsequently   agrees  to  retain  its
                appointment following a request by the Purchaser; and

        (b)     agrees that it will do all things  reasonably  requested by HSBC
                Bank plc  (including  the execution of amendments to the Finance
                Documents) to facilitate such resignation.

8.      CONFIDENTIALITY

(a)     Each Party must keep  confidential  this Agreement and the  transactions
        contemplated   by  it.   However,   a  Party  is  entitled  to  disclose
        information:

        (i)     which is or becomes publicly  available,  other than as a result
                of a breach by that Party of this Clause;

        (ii)    to any  person  to which  such  delivery  or  disclosure  may be
                necessary or appropriate  (A) to effect  compliance with any law
                or regulation  applicable  to such Party,  or (B) in response to
                any subpoena or other legal process,  or (C) in connection  with
                any litigation to which it is a party;

        (iii)   if  required  to do so under any  applicable  law or  regulation
                (including  any request by the Panel or the Listing Rules of the
                UK Listing Authority);

        (iv)    to  a  governmental,   banking,  taxation  or  other  regulatory
                authority;

        (v)     to the extent allowed under paragraph (c) below;

        (vi)    which  relates to the tax  treatment  and tax  structure  of the
                transactions contemplated by this Agreement and all materials of
                any kind relating to such tax treatment and tax structure;

        (vii)   to  its  directors,   officers,  trustees,   employees,  agents,
                attorneys and affiliates  (whose duties require them to maintain
                the confidentiality of such information);

        (viii)  to its financial  advisors and other  professional  advisers who
                agree, or whose duties require them, to hold  confidential  such
                information  substantially  in accordance with the terms of this
                Clause 8;

        (ix)    the  National  Association  of  Insurance  Commissioners  or any
                similar  organisation,  or any  recognised  rating  agency  that
                requires  access to  information  about a  Transferring  Finance
                Party's investment portfolio;

        (x)     any  Institutional  Investor  (as  defined in the Note  Purchase
                Agreement) to which a Transferring Noteholder sells or offers to
                sell  Notes or any part  thereof  or any  participation  therein
                provided  such  Institutional  Investor  agrees in writing to be
                bound by the terms of this Clause 8; or

        (xi)    any person  from which such  Transferring  Noteholder  offers to
                purchase any security of the Note Issuer or the Company provided
                such  person  agrees in writing to be bound by the terms of this
                Clause 8.

(b)     In connection  with the  foregoing,  any Person shall be free to consult
        any tax advisor  regarding  the tax  treatment  or tax  structure of the
        transactions.  For the  purposes of this

                                       11

<PAGE>

        Clause 8, the tax  treatment  of the  transactions  is the  purported or
        claimed U.S.  Federal income tax treatment of the  transaction,  and the
        tax  structure  of the  transaction  is any fact that may be relevant to
        understanding the purported or claimed U.S. federal income tax treatment
        of the  transactions.  Person for the  purposes  of this  paragraph  (b)
        includes any  employee,  representative,  or other agent of any Party to
        this Agreement.

(c)     A Party may  disclose to an affiliate a copy of this  Agreement  and any
        information  which it has  acquired  under or in  connection  with  this
        Agreement.

9.      TRANSFERRING FINANCE PARTY REPRESENTATIONS

9.1     Representations

        The representations set out in this Clause are made by each Transferring
        Finance  Party (on a several  basis) to the  Purchaser and to each other
        Transferring  Finance  Party  on the  date  of  this  Agreement  and the
        Completion Date.

9.2     Status

        It is duly  incorporated  or  organised  as the case may be and  validly
        existing  (and in the case of a corporation  incorporated  in the United
        States,  in good  standing)  under the laws of the  jurisdiction  of its
        incorporation or organisation.

9.3     Powers and authorities

        It has the power to enter into and perform,  and has taken all necessary
        action to authorise the entry into and  performance  of, this  Agreement
        and the Transfer  Documents to which it is a party and the  transactions
        contemplated by this Agreement.

9.4     Legal validity

        This  Agreement  and the Transfer  Documents to which it is a party each
        constitutes  (or will,  when  executed,  constitute)  its legally valid,
        binding and enforceable  obligation  (subject to applicable  bankruptcy,
        reorganisation,   insolvency   moratorium  or  similar  laws   affecting
        creditors'  rights  generally  and  subject,  as to  enforceability,  to
        equitable principles of general application).

9.5     Non-conflict

        The  entry  into  and  performance  by  it  of,  and  the   transactions
        contemplated  by, this Agreement and the Transfer  Documents to which it
        is a party do not and will not conflict in any material respect with:

        (a)     any law or regulation applicable to it; or

        (b)     its constitutional documents.

9.6     Authorisations

        All  authorisations  required by it in  connection  with the entry into,
        performance,  validity  and  enforceability  of,  and  the  transactions
        contemplated  by, this Agreement and the Transfer  Documents to which it
        is a party have been  obtained or effected (as  appropriate)  and are in
        full force and effect.

                                       12
<PAGE>

9.7     Debt

(a)     It is the sole legal and beneficial  owner of its  participation  in the
        Bank Debt or, as applicable,  the sole owner and holder of its Notes and
        in each case the corresponding benefits under the Finance Documents free
        from any security  interest,  option or  subordination  in favour of any
        person   other  than  the   Purchaser   (except  in   relation   to  any
        sub-contracting or  sub-participating  of its  participation,  where the
        relevant  Transferring  Finance  Party is and remains  liable  under the
        Finance Documents for its obligations);

(b)     (except in the case of the Overdraft  Bank as permitted by Clause 5.1(a)
        (Overdraft  Facility))  it has not  exercised  any right of any set-off,
        counterclaim  or  other  defence  which it may  have in  respect  of its
        participation in the Debt; and

(c)     as at 16th June, 2003 its relevant  ownership and  participations in the
        principal  amount of the Bank Debt (assuming an Overdraft Net Balance of
        zero) (in the case of Deutsche Bank AG, London Branch as a  Transferring
        Bank limited to that portion being transferred pursuant to Clause 2.1(a)
        (Agreement)) and the Notes is as set out in Schedule 1 (Finance Parties)
        and as at the Completion Date such relevant ownership and participations
        in the principal  amount of the Bank Debt and the Notes is as set out in
        the Replacement Schedule.

10.     GUARANTOR/PURCHASER REPRESENTATIONS

        The  representations  set out in  this  clause  are  made by each of the
        Guarantor and the Purchaser to the  Transferring  Finance Parties on the
        date of this Agreement and the Completion Date.

10.1    Status

        It  is a  limited  liability  company,  duly  incorporated  and  validly
        existing under the laws of the jurisdiction of its incorporation.

10.2    Powers and authorities

        It has the power to enter into and perform,  and has taken all necessary
        action to authorise the entry into and  performance  of, this  Agreement
        and the Transfer  Documents to which it is a party and the  transactions
        contemplated by this Agreement.

10.3    Legal validity

        This  Agreement  and the Transfer  Documents to which it is a party each
        constitutes its legally valid, binding and enforceable obligation.

10.4    Non-conflict

        The  entry  into  and  performance  by  it  of,  and  the   transactions
        contemplated  by, this Agreement and the Transfer  Documents to which it
        is a party do not and will not conflict with:

        (a)     any law or regulation applicable to it; or

        (b)     its constitutional documents.

                                       13

<PAGE>

10.5    Authorisations

        All  authorisations  required by it in  connection  with the entry into,
        performance,  validity  and  enforceability  of,  and  the  transactions
        contemplated  by, this Agreement and the Transfer  Documents to which it
        is a party have been  obtained or effected (as  appropriate)  and are in
        full force and effect.

10.6    Securities Act

(a)     The Purchaser is purchasing  the Notes as principal for its own account,
        for  investment  purposes  only  and not  with a view to any  resale  or
        distribution  thereof.  The Purchaser  understands that no liquid market
        exists for the Notes and the Purchaser  acknowledges  that the Purchaser
        is financially  capable of bearing the potential  risks  associated with
        holding its investment in the Notes for an indefinite period of time.

(b)     The Purchaser has received copies of each of the Note Finance Documents,
        has  reviewed  the Note  Finance  Documents  and is,  except as provided
        herein,  acquiring  the Notes in accordance  and in compliance  with the
        procedural  requirements set out in section 15 (Registration;  Exchange;
        Substitution  of  Notes)  of the Note  Purchase  Agreement,  clause  9.6
        (Transfer  by the  Noteholders)  of the Common  Security  Trust Deed and
        clause 9.1 (Transfer and Termination) of the Intercreditor  Agreement in
        connection with its acquisition of the Notes.

(c)     The Purchaser  understands  that the Notes have not been and will not be
        registered  under the United States  Securities  Act of 1933, as amended
        (the  Securities  Act), are being sold in a transaction  exempt from the
        registration   requirements  of  the  Securities  Act,  are  "restricted
        securities" as defined by Rule 144(a)(3)  under the Securities  Act, and
        may not be reoffered or resold in a transaction  to which the Securities
        Act applies, except pursuant to registration under, or an exemption from
        the registration requirements of, the Securities Act.

10.7     Reliance

        (a)     In  respect  of  the  Purchaser  only,  it has  such  knowledge,
                sophistication  and experience in financial and business matters
                as to be  capable  of  evaluating  the  merits  and risks of its
                investment in the Notes.

        (b)     It is able to bear the  economic  risk of an  investment  in the
                Notes,  has  adequate  means  to  provide  for its  current  and
                contingent  needs,  has no need for liquidity with respect to an
                investment in the Notes,  and can afford a complete loss of such
                investment.

11.     CHANGES TO THE PARTIES

        No Party may assign or transfer any of its rights or  obligations  under
        this Agreement unless,  in the case of the Transferring  Finance Parties
        only, the  transferee  agrees to be bound by the terms of this Agreement
        by execution of an accession  letter in the form  attached as Schedule 4
        (Form of Accession Letter).

12.     DEFAULT INTEREST

(a)     If a Party fails to pay any amount payable by it under this Agreement to
        another  Party,  (the non-defaulting  Party)  it must,  on demand by the
        non-defaulting  Party,  pay interest on the overdue  amount from the due
        date up to the date of actual payment, as well after as before judgment.

                                       14

<PAGE>

(b)     Interest  on an  overdue  amount  is  payable  at a  rate  equal  to the
        aggregate of:

        (i)     one per cent. per annum; and

        (ii)    the rate quoted in the London  interbank  market on the relevant
                rate fixing day for the  offering of deposits in the currency of
                the overdue amount during the period of non-payment, as shown on
                the appropriate Telerate page.

(c)     For the purpose of  determining  the relevant  rate under  sub-paragraph
        (b)(ii) above, the non-defaulting Party may (acting reasonably):

        (i)     select successive periods of any duration of up to three months;
                and

        (ii)    determine the appropriate rate fixing day for that period.

(d)     Interest (if unpaid) on an overdue  amount will be compounded at the end
        of each period selected by the non-defaulting  Party under paragraph (c)
        above but will remain immediately due and payable.

(e)     Any interest  accruing under this Subclause  accrues from day to day and
        is  calculated  on the basis of the actual  number of days elapsed and a
        year  of  360  or  365  days  or   otherwise,   depending  on  what  the
        non-defaulting Party determines is market practice.

(f)     For the avoidance of doubt, to the extent any Finance Document  contains
        a  default  interest  in  respect  of an  amount  referred  to  in  this
        Agreement,  that  provision  will  apply in place of this in  respect of
        payments under those Finance Documents.

13.     VAT

(a)     Any amount  payable under this  Agreement by a Party is exclusive of any
        value  added tax or any other tax of a  similar  nature  which  might be
        chargeable in connection  with that amount.  If any such value added tax
        is chargeable,  that Party must pay (in addition to and at the same time
        as paying that amount) an amount equal to the amount of that value added
        tax.

(b)     The obligation of any Party under paragraph (a) above will be reduced to
        the extent that the recipient  determines (acting reasonably) that it is
        entitled to repayment or a credit in respect of the relevant value added
        tax.

14.     PAYING AGENT

14.1    Appointment and duties of the Paying Agent

(a)     Each Transferring Finance Party irrevocably appoints the Paying Agent to
        act as its agent under this Agreement.

(b)     Each Transferring Finance Party irrevocably  authorises the Paying Agent
        to perform the duties and to exercise the rights, powers and discretions
        that are specifically given to it under the Finance Documents,  together
        with any other incidental rights, powers and discretions; and

(c)     The  Paying  Agent has only those  limited  duties  which are  expressly
        specified in this Agreement. Those duties are solely of a mechanical and
        administrative  nature. Those duties are expected to have come to an end
        after Clause 3.4  (Application of the  Consideration)  has been complied
        with.

                                       15
<PAGE>

14.2     No fiduciary duties

         Except as specifically provided in this Agreement:

        (a)     nothing in this  Agreement  makes the Paying  Agent a trustee or
                fiduciary for any other Party or any other person; and

        (b)     the Paying  Agent  need not hold in trust any moneys  paid to it
                for a Party  or be  liable  to  account  for  interest  on those
                moneys.

14.3    Individual position of the Paying Agent

        If it is also a  Transferring  Finance  Party,  the Paying Agent has the
        same rights and powers under this  Agreement  as any other  Transferring
        Finance Party and may exercise those rights and powers as though it were
        not the Paying Agent.

14.4    Reliance

        The Paying Agent may:

        (a)     rely on any notice or document  believed by it to be genuine and
                correct  and to have been signed by, or with the  authority  of,
                the proper person;

        (b)     rely on any statement  made by any person  regarding any matters
                which may  reasonably  be assumed to be within his  knowledge or
                within his power to verify;

        (c)     engage, pay for and rely on professional advisers selected by it
                (including  those  representing  a Party  other  than the Paying
                Agent); and

        (d)     act  under the  Finance  Documents  through  its  personnel  and
                agents.

14.5    Transferring Finance Parties' instructions

(a)     The Paying Agent is fully  protected if it acts on the  instructions  of
        the Transferring  Finance Parties in the exercise of any right, power or
        discretion or any matter not expressly  provided for in this  Agreement.
        In the absence of instructions, the Paying Agent may act as it considers
        to be in the best interests of all the Transferring Finance Parties.

(b)     The Paying Agent is not  authorised  to act on behalf of a  Transferring
        Finance Party (without first obtaining that Transferring Finance Party's
        consent) in any legal or arbitration proceedings in connection with this
        Agreement.

(c)     The Paying Agent may require the receipt of security satisfactory to it,
        whether by way of payment in advance or otherwise, against any liability
        or loss which it may incur in  complying  with the  instructions  of the
        Transferring Finance Parties.

14.6    Responsibility

        The Paying Agent is not  responsible to any  Transferring  Finance Party
        for the adequacy, accuracy or completeness of:

        (a)     this Agreement or any other document; or

        (b)     any statement or information  (whether  written or oral) made in
                or  supplied  in  connection  with this  Agreement  or any other
                document.

                                       16
<PAGE>

14.7     Exclusion of liability

(a)     The  Paying  Agent is not  liable  or  responsible  to any  Transferring
        Finance Party for any action taken or not taken by it in connection with
        this Agreement, unless directly caused by its gross negligence or wilful
        misconduct.

(b)     No Party may take any proceedings against any officer, employee or agent
        of the Paying  Agent in respect of any claim it might have  against  the
        Paying  Agent or in respect of any act or  omission  of any kind by that
        officer,  employee  or agent in  connection  with  this  Agreement.  Any
        officer,  employee  or  agent  of the  Paying  Agent  may  rely  on this
        Subclause  and enforce its terms  under the  Contracts  (Rights of Third
        Parties) Act 1999.

14.8    Information

(a)     The Paying  Agent must  promptly  forward  to the person  concerned  the
        original  or a copy of any  document  which is  delivered  to the Paying
        Agent by a Party for that person.

(b)     The  Paying  Agent is not  obliged  to  review  or check  the  adequacy,
        accuracy or completeness of any document it forwards to another Party.

(c)     Except as provided above, the Paying Agent has no duty:

        (i)     either  initially  or  on a  continuing  basis  to  provide  any
                Transferring  Finance Party with any credit or other information
                concerning  the risks arising  under or in connection  with this
                Agreement whether coming into its possession before, on or after
                the date of this Agreement; or

        (ii)    to request any  certificate  or other document from any Party as
                to any matter.

(d)     In acting as the Paying Agent,  the agency  division of the Paying Agent
        is  treated  as  a  separate   entity  from  its  other   divisions  and
        departments.  Any information acquired by the Paying Agent which, in its
        opinion,  is acquired by it otherwise than in its capacity as the Paying
        Agent may be treated as confidential by the Paying Agent and will not be
        treated as information  possessed by the Paying Agent in its capacity as
        such.

(e)     The  Paying  Agent  is  not  obliged  to  disclose  to  any  person  any
        confidential  information supplied to it by a member of the Group or the
        Purchaser  solely for the  purpose of  evaluating  whether any waiver or
        amendment is required to any term of this Agreement.

(f)     Each of the  Guarantor,  the  Company (on behalf of itself and the other
        Obligors),  the Note Issuer and the Purchaser irrevocably authorises the
        Paying  Agent  to  disclose  to the  Transferring  Finance  Parties  any
        information which, in its opinion,  is received by it in its capacity as
        the Paying Agent.

14.9    Indemnities

        Each  Transferring  Finance Party shall  severally  indemnify the Paying
        Agent  for  that  Transferring  Finance  Party's  share  (based  on  the
        proportion which such Transferring  Finance Party's Principal Debt bears
        to the Total  Principal  Debt) of any loss or liability  incurred by the
        Paying  Agent in acting as the Paying  Agent,  except to the extent that
        the loss or liability is caused by the Paying  Agent's gross  negligence
        or wilful misconduct.

                                       17
<PAGE>

14.10   Compliance

        The Paying Agent may refrain from doing anything  (including  disclosing
        any information) which might, in its opinion, constitute a breach of any
        law or regulation or be otherwise  actionable at the suit of any person,
        and may do anything which, in its opinion,  is necessary or desirable to
        comply with any law or regulation.

14.11   Relationship with Transferring Finance Parties

        The  Paying  Agent  may  treat  each  Transferring  Finance  Party  as a
        Transferring  Finance  Party,  entitled to payments under this Agreement
        until it has  received  not less than five  Business  Days' prior notice
        from that Transferring Finance Party to the contrary.

15.     GUARANTEE AND INDEMNITY

15.1    Guarantee and indemnity

        The Guarantor irrevocably and unconditionally:

        (a)     guarantees  to  each   Transferring   Finance   Party   punctual
                performance by the Purchaser of all its  obligations  under this
                Agreement;

        (b)     undertakes with each Transferring  Finance Party that,  whenever
                the  Purchaser  does  not pay any  amount  when due  under  this
                Agreement, it must immediately on demand by the Paying Agent pay
                that amount as if it were the principal obligor; and

        (c)     indemnifies  each  Transferring  Finance  Party  immediately  on
                demand   against  any  loss  or   liability   suffered  by  that
                Transferring Finance Party if any obligation guaranteed by it is
                or becomes unenforceable,  invalid or illegal; the amount of the
                loss or  liability  under  this  indemnity  will be equal to the
                amount the Transferring  Finance Party would otherwise have been
                entitled to recover.

15.2    Continuing guarantee

        This guarantee is a continuing guarantee and will extend to the ultimate
        balance of all sums  payable  by the  Purchaser  under  this  Agreement,
        regardless of any intermediate payment or discharge in whole or in part.
        This guarantee is a guarantee of payment and not of collection.

15.3    Reinstatement

(a)     If any discharge (whether in respect of the obligations of the Purchaser
        or any security for those  obligations  or otherwise) or  arrangement is
        made in whole or in part on the faith of any payment,  security or other
        disposition  which  is  avoided  or  must  be  restored  on  insolvency,
        liquidation  or  otherwise  without  limitation,  the  liability  of the
        Guarantor  under  this  Clause  will  continue  as if the  discharge  or
        arrangement had not occurred.

(b)     Each Transferring Finance Party may concede or compromise any claim that
        any  payment,  security or other  disposition  is liable to avoidance or
        restoration.

15.4    Waiver of defences

        The  obligations of the Guarantor under this Clause will not be affected
        by any act,  omission  or thing  which,  but for this  provision,  would
        reduce,  release or prejudice any of its  obligations

                                       18

<PAGE>

        under  this  Clause  (whether  or not  known  to it or any  Transferring
        Finance Party). This includes:

        (a)     any time or waiver granted to, or composition with, any person;

        (b)     any release of any person under the terms of any  composition or
                arrangement;

        (c)     the taking, variation,  compromise, exchange, renewal or release
                of, or refusal or neglect to perfect,  take up or  enforce,  any
                rights against, or security over assets of, any person;

        (d)     any non-presentation or non-observance of any formality or other
                requirement  in  respect  of any  instrument  or any  failure to
                realise the full value of any security;

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

        (f)     any amendment  (however  fundamental)  of this  Agreement or any
                other document or security; or

        (g)     any unenforceability,  illegality, invalidity or non-provability
                of any  obligation  of any person  under this  Agreement  or any
                other document or security.

15.5    Immediate recourse

        The  Guarantor  waives  any  right it may have of  first  requiring  any
        Transferring  Finance  Party (or any  trustee or agent on its behalf) to
        proceed  against or enforce any other right or security or claim payment
        from any person before claiming from the Guarantor under this Clause.

15.6    Appropriations

        Until all amounts which may be or become payable by the Purchaser  under
        this Agreement have been  irrevocably  paid in full,  each  Transferring
        Finance  Party  (or any  trustee  or agent on its  behalf)  may  without
        affecting the liability of the Guarantor under this Clause:

        (a)     refrain from applying or enforcing any other moneys, security or
                rights held or received by that  Transferring  Finance Party (or
                any trustee or agent on its behalf) in respect of those amounts;
                or

        (b)     apply and  enforce  them in such manner and order as it sees fit
                (whether against those amounts or otherwise); and

        (c)     hold in an interest-bearing suspense account any moneys received
                from the  Guarantor or on account of the  Guarantor's  liability
                under this Clause.

15.7    Non-competition

        Unless:

        (a)     all  amounts  which may be or become  payable  by the  Purchaser
                under this Agreement have been irrevocably paid in full; or

        (b)     the Paying Agent otherwise directs,

                                       19

<PAGE>

        the Guarantor  will not, after a claim has been made or by virtue of any
        payment or performance by it under this Clause:

        (i)     be subrogated to any rights,  security or moneys held,  received
                or receivable by any Transferring  Finance Party (or any trustee
                or agent on its behalf);

        (ii)    be entitled to any right of contribution or indemnity in respect
                of any  payment  made  or  moneys  received  on  account  of the
                Guarantor's liability under this Clause;

        (iii)   claim, rank, prove or vote as a creditor of the Purchaser or its
                estate in competition  with any  Transferring  Finance Party (or
                any trustee or agent on its behalf); or

        (iv)    receive, claim or have the benefit of any payment,  distribution
                or security from or on account of the Purchaser, or exercise any
                right of set-off as against the Purchaser.

        The Guarantor must hold in trust for and  immediately pay or transfer to
        the Paying  Agent for the  Transferring  Finance  Parties any payment or
        distribution  or benefit of  security  received  by it  contrary to this
        Clause or in accordance  with any  directions  given by the Paying Agent
        under this Clause.

15.8    Additional security

        This guarantee is in addition to and is not in any way prejudiced by any
        other  security now or  subsequently  held by any  Transferring  Finance
        Party.

16.     MISCELLANEOUS

16.1    Set-off and counterclaims

        All  payments  under this  Agreement  shall be made  without  set-off or
        counterclaim and free and clear of and without  liability or withholding
        or  deduction  for or on  account  of any  present  or  future  taxes of
        whatever nature.

16.2    Transfer fees

        The  Purchaser  shall  not be  liable to  account  for any  recordation,
        processing,  transfer  or similar  fee  payable  to the Agent  under the
        Credit  Agreement in connection with the transaction to the Agent on the
        date upon which such fee is payable under the Credit Agreement.

16.3    Stamp duty

        Stamp duties and other applicable  transfer taxes and duties  (including
        notarial  fees) and any costs  attributable  to the transfer of security
        are payable by the Purchaser.

16.4    Breakfunding

        No breakfunding  compensation shall be paid to the Transferring  Finance
        Parties even if the Completion  Date is not an interest  payment date in
        respect of the Principal Debt.

                                       20

<PAGE>

16.5    Costs and expenses

        Without  prejudice  to  any  existing  arrangements  under  the  Finance
        Documents or otherwise,  the Obligors shall, on the Completion Date, pay
        the out-of-pocket  costs and expenses  (including legal expenses) of the
        Transferring   Finance  Parties  in  connection  with  the  preparation,
        negotiation  and  execution  of this  Agreement  and  each of the  other
        documents contemplated herein (the Documentation) except that no fees of
        the Steering Committee owing under the Co-ordinators' Engagement Letters
        shall  become due or payable or be demanded on or before the  Completion
        Date.  The  Purchaser  shall bear its  out-of-pocket  costs and expenses
        (including   legal  expenses)  in  connection   with  the   preparation,
        negotiation and execution of the Documentation.

16.6    Acknowledgements and consents

        Each Obligor (as evidenced by the Company's execution of this Agreement)
        acknowledges   (and,   to  the  extent   necessary,   consents  to)  the
        transactions contemplated by this Agreement.

16.7    Independent investigation

(a)     The Purchaser and each  Transferring  Finance Party  acknowledges to the
        other  that it is a  sophisticated  buyer or seller (as the case may be)
        with respect to the transactions  contemplated  under this Agreement and
        has such  information as it deems  appropriate  under the  circumstances
        (however obtained),  concerning, for example, the business and financial
        condition of the Obligors,  to make an informed  decision  regarding the
        transactions  contemplated under this Agreement.  The Purchaser and each
        Transferring  Finance Party hereby agrees that it has independently made
        its  own  analysis   and   decision  to  enter  into  the   transactions
        contemplated  under this Agreement,  based on such information as it has
        deemed appropriate under the circumstances,  and without reliance on the
        Purchaser,  any  Transferring  Finance  Party or any other  Transferring
        Finance Party.

(b)     In addition,  and except only as otherwise  specified in this Agreement,
        each  Transferring  Finance Party does not make,  and the Purchaser does
        not rely upon,  any  representation,  warranty or condition  (express or
        implied)  about,  and each  Transferring  Finance  Party  shall  have no
        liability or responsibility to the Purchaser for any  non-performance of
        the Finance  Documents by any Obligor or the financial  condition of any
        Obligor.

16.8    No recourse

(a)     Each Transferring Finance Party notifies the Purchaser and the Purchaser
        acknowledges that, except as otherwise specified in this Agreement:

        (i)     each  Transferring  Finance  Party shall have no  obligation  to
                repurchase  or  reacquire  all or any part of the Debt  from the
                Purchaser  or to  support  any  losses  directly  or  indirectly
                sustained   or  incurred  by  the   Purchaser   for  any  reason
                whatsoever,  including the  non-performance by any Obligor under
                the Finance Documents of its obligations; and

        (ii)    any  rescheduling or  renegotiation of the Debt shall be for the
                account of, and the responsibility  of, the Purchaser,  who will
                be subject to the rescheduled or renegotiated terms.

                                       21

<PAGE>

(b)     After the Completion Date no  Transferring  Finance Party shall have any
        recourse to any Debt  transferred to the Purchaser  under this Agreement
        or to any payment made by any Obligor pursuant to the Finance  Documents
        on or after the Completion Date.

16.9    Information

        The Purchaser and each Transferring  Finance Party acknowledges that the
        other may possess  material  information  not known to it. The Purchaser
        and each Transferring  Finance Party agrees that the other shall have no
        liability  with respect to the  non-disclosure  of any such  information
        except to the extent that such information renders inaccurate an express
        representation  made pursuant to this Agreement by the Party  possessing
        such information.

17.     NOTICES

17.1    In writing

        (a)     Any  communication  (other  than a  consent  from the  Panel) in
                connection  with this Agreement  must be in writing and,  unless
                otherwise stated, may be given in person, by post or by fax.

        (b)     Unless it is agreed to the  contrary,  any consent or  agreement
                required under this Agreement must be given in writing.

17.2    Contact details

(a)     The contact  details of the Paying  Agent for all notices in  connection
        with this Agreement are:

        Address:        Debt Financing,  Support and Agency Services,  HSBC Bank
                        plc
                        Level 17, 8 Canada Square, London E14 5HQ
        Fax number:     +44 (0)20 7991 4351
        Attention:      Claudine Todd.

(b)     The contact  details of the  Guarantor and the Purchaser for all notices
        in connection with this Agreement are:

         Address:       27 Farm Street, London W1J 5RJ
         Fax:           +44 (0) 20 7499 9125
         Attention of:  Finance Director/Company Secretary

(c)     The  contact  details of the Company and the Note Issuer for all notices
        in connection with this Agreement are:

         Address:       121 - 141 Westbourne Terrace, London W2 6JR
         Fax number:    +44 (0) 20 7706 3820
         Attention:     Finance Director / Company Secretary.

(d)     The contact details for each  Transferring  Finance Party are as set out
        under its signature on the execution pages to this Agreement.

(e)     Any Party may change its contact  details by giving five Business  Days'
        notice to the Purchaser and the Paying Agent.

                                       22

<PAGE>

(f)     Where a Party nominates a particular  department or officer to receive a
        notice,  a notice  will not be  effective  if it fails to  specify  that
        department or officer.

17.3    Effectiveness

(a)     Except as provided  below,  any notice in connection with this Agreement
        will be deemed to be given as follows:

        (i)     if delivered in person, at the time of delivery;

        (ii)    if posted,  five days after being deposited in the post, postage
                prepaid, in a correctly addressed envelope; and

        (iii)   if by fax, when received in legible form.

(b)     A  communication  given  under  paragraph  (a) above but  received  on a
        non-working  day or after  business  hours in the place of receipt  will
        only be deemed to be given on the next working day in that place.

(c)     A notice to a Party will only be effective on actual receipt by it.

18.     LANGUAGE

        Any notice given in connection with this Agreement must be in English.

19.     SEVERABILITY

        If  a  term  of  this  Agreement  is  or  becomes  illegal,  invalid  or
        unenforceable in any jurisdiction, that will not affect:

        (a)     the legality, validity or enforceability in that jurisdiction of
                any other term of this Agreement; or

        (b)     the   legality,   validity  or   enforceability   in  any  other
                jurisdiction of that or any other term of this Agreement.

20.     WAIVERS AND REMEDIES CUMULATIVE

        The rights of each Party under this Agreement:

        (a)     may be exercised as often as necessary;

        (b)     are cumulative and not exclusive of its rights under the general
                law; and

        (c)     may be waived only in writing and specifically.

        Delay in exercise or  non-exercise  of any right is not a waiver of that
        right.

21.     COUNTERPARTS

        This  Agreement  may be  executed in any number of  counterparts  and by
        different  parties thereto on separate  counterparts each of which, when
        executed  and  delivered,  shall  constitute  an  original,  but all the
        counterparts shall together constitute but one and the same instrument.

                                       23

<PAGE>

        Transmission  by fax of an executed  counterpart of this Agreement shall
        be deemed to constitute due and sufficient delivery of such counterpart.

22.     GOVERNING LAW

        This Agreement is governed by English law.

23.     Enforcement

23.1    JURISDICTION

(a)     The English courts have exclusive  jurisdiction to settle any dispute in
        connection with this Agreement.

(b)     The English courts are the most  appropriate  and  convenient  courts to
        settle any such dispute and each Party waives  objection to those courts
        on the  grounds  of  inconvenient  forum or  otherwise  in  relation  to
        proceedings in connection with this Agreement.

23.2    Waiver of immunity

        Each Party irrevocably and unconditionally:

        (a)     agrees  not to  claim  any  immunity  from  proceedings  brought
                against it in relation to this  Agreement  and to ensure that no
                such claim is made on its behalf;

        (b)     consents  generally  to the giving of any relief or the issue of
                any process in connection with those proceedings; and

        (c)     waives all rights of immunity in respect of it or its assets.

23.3    Waiver of trial by jury

        EACH PARTY  WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR
        CAUSE OF ACTION IN  CONNECTION  WITH THIS  AGREEMENT OR ANY  TRANSACTION
        CONTEMPLATED BY THIS AGREEMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN
        CONSENT TO TRIAL BY COURT.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date first appearing above.

                                       24

<PAGE>

                                   SCHEDULE 1

                          TRANSFERRING FINANCE PARTIES

Part 1

Transferring Noteholders                                          Principal Debt

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA                         $56,062,000

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY                           $2,938,000

PRUCO LIFE INSURANCE COMPANY                                         $1,000,000

HARTFORD LIFE INSURANCE COMPANY (PRUDENTIAL                          $5,000,000
PRIVATE PLACEMENT INVESTORS, L.P., as Investment Advisor)

MOORE U.S. RESTRUCTURING LP                                          $2,500,000

DEUTSCHE BANK AG, LONDON BRANCH                                      $3,000,000

STRATEGIC VALUE MASTER FUND LTD.                                     $7,500,000

Total (indicative as at 16th June, 2003)                            $78,000,000


                                       25

<PAGE>

Part 2

Transferring Banks                                           Principal Debt

CARGILL FINANCIAL MARKETS PLC                            (pounds)4,869,815.87

HSBC BANK PLC                                            (pounds)15,358,650.06

THE ROYAL BANK OF SCOTLAND PLC                           (pounds)12,736,441.50

THE BANK OF NEW YORK                                     (pounds)15,358,650.06

ALLIED IRISH BANKS, PLC                                  (pounds)8,116,359.52

CCF SA                                                   (pounds)4,869,815.87

DEUTSCHE BANK AG, LONDON                                 (pounds)12,249,048.23

FLEET NATIONAL BANK                                      (pounds)12,736,441.50

GOLDMAN SACHS CREDIT PARTNERS L.P.                       (pounds)7,055,822.24

LLOYDS TSB BANK PLC                                      (pounds)12,736,441.50

THE GOVERNOR AND COMPANY OF THE BANK OF                  (pounds)12,736,441.50
SCOTLAND

WESTLB AG, LONDON BRANCH                                 (pounds)11,113,169.68

Total (indicative as at 16th June, 2003, assuming        (pounds)129,937,097.53
Overdraft Net Balance is zero)

                                       26

<PAGE>

                                   SCHEDULE 2

                        FORM OF SUBSTITUTION CERTIFICATE


To:  HSBC Bank plc (as the successor to HSBC Investment Bank plc)
     8 Canada Square
     London
     E14

     Attention:  Syndicated Agency

                                                    [Date]

                            Substitution Certificate
                            ------------------------

This Substitution  Certificate relates to an Agreement (the Agreement) dated 4th
July,  2000  between  Cordiant  Communications  Group plc as the Parent (1), the
companies whose names,  registered numbers and registered offices are set out in
schedule 1 thereto as Original  Borrowers or Original  Overdraft  Borrowers (2),
The Bank of New York and HSBC Bank plc (as the successor to HSBC Investment Bank
plc) as Arrangers  (3), the banks and financial  institutions  whose  respective
names and addresses are set out in schedule 2 thereto as Banks (4) HSBC Bank plc
(as the successor to HSBC  Investment Bank plc) as Agent,  Security  Trustee and
Common Security Trustee (5), The Bank of New York as Swingline Bank (6) and HSBC
Bank plc as Overdraft Bank (7) (as from time to time amended,  varied, extended,
restated or replaced) and the Security  Trust Deed,  the Common  Security  Trust
Deed and the  Intercreditor  Agreement  defined and  referred to therein.  Terms
defined  in the  Agreement  shall  have the same  meaning  in this  Substitution
Certificate.

1.   Each of the Banks listed in schedule 2 below  (together the Existing  Banks
     and individually an Existing Bank) (a) confirms the accuracy of the summary
     of  its  Commitment  and  Contribution  set  out  in  schedule  1  to  this
     Substitution  Certificate;  and (b) requests [ ] (the Substitute) to accept
     by way of novation the portion of its Commitment and Contribution specified
     in  schedule 1 to this  Substitution  Certificate  by  counter-signing  and
     delivering  this  Substitution  Certificate to the Agent at its address for
     the service of notices specified in the Agreement.

2.   The Substitute  hereby  requests the Agent (on behalf of itself,  the other
     Bank Finance  Parties,  the Obligors and all other parties to the Agreement
     and the Security  Trust Deed) to accept this  Substitution  Certificate  as
     being  delivered  to the Agent  pursuant to and for the  purposes of clause
     18.3 of the Agreement  and clause 10.3 of the Security  Trust Deed so as to
     take  effect  in  accordance  with the  terms on [date of  transfer],  (the
     Transfer  Date) or such later date as may be determined in accordance  with
     the terms thereof.

3.   The Agent (on  behalf  of  itself,  the other  Bank  Finance  Parties,  the
     Borrowers and all other  parties to the  Agreement  and the Security  Trust
     Deed)  confirms the  novations  effected by this  Substitution  Certificate
     pursuant to and for the purposes of clause 18.3 of the Agreement and clause
     10.3 of the Security Trust Deed so as to take effect in accordance with the
     respective terms thereof.

4.   The Substitute confirms:


                                       27

<PAGE>

     (a)  that  it  has  received   copies  of  the   Agreement  and  all  other
          documentation  and  information  required by it in connection with the
          transactions contemplated by this Substitution Certificate;

     (b)  that it has not relied upon any statement,  opinion, forecast or other
          representation  or warranty made by the Existing Banks, the Arrangers,
          the  Security  Trustee,  the Common  Security  Trustee or the Agent to
          induce it to enter into this Substitution Certificate;

     (c)  that it has made and will  continue to make,  without  reliance on the
          Existing  Banks or any other  Bank  Finance  Party,  and based on such
          documents  as it  considers  appropriate,  its  own  appraisal  of the
          creditworthiness   of  each   Borrower  and  the  Group  and  its  own
          independent  investigation of the financial  condition,  prospects and
          affairs of each Borrower and the Group in  connection  with the making
          and continuation of the Facilities under the Agreement;

     (d)  that neither the Existing Banks nor any other Bank Finance Party shall
          at any time be  deemed  to have had or have a duty or  responsibility,
          either  historically,  initially or on a continuing  basis, to provide
          the Substitute  with any credit or other  information  with respect to
          any Borrower or any other member of the Group whether  coming into its
          possession  before the  making of any  Drawing or at any time or times
          thereafter,  other  than (in the case of the  Agent)  as  provided  in
          clauses 19.3.1 and 19.5.1 of the Agreement

     (e)  that it has made and will  continue to make its own  assessment of the
          legality, validity, enforceability and sufficiency of the Bank Finance
          Documents and the Substitution Certificate and has not relied and will
          not rely on the Existing Banks, the Arrangers,  the Security  Trustee,
          the Common Security Trustee or the Agent or any statements made by any
          of them in that respect;

     (f)  that,  accordingly,  none of the Existing  Banks,  the Arrangers,  the
          Security Trustee, the Common Security Trustee and the Agent shall make
          any  representations  or  warranties  in respect of, or shall have any
          liability or  responsibility  to the Substitutes in respect of, any of
          the foregoing  matters or any other matter  referred to in clause 19.7
          of the Agreement;

     (g)  that it is not a Qualifying Bank.

5.   Execution of this  Substitution  Certificate by the Substitute  constitutes
     its  representation  to each of the Existing Banks and all other parties to
     the Agreement and the Security Trust Deed that it has power to become party
     to the Agreement and the Security  Trust Deed as a Bank on the terms herein
     and  therein  set  out and has  taken  all  necessary  steps  to  authorise
     execution and delivery of this Substitution Certificate.

6.   The Substitute  hereby  undertakes to each of the Existing Banks, the other
     Bank Finance Parties,  the Borrowers and the other parties to the Agreement
     and the  Security  Trust Deed that it will perform in  accordance  with its
     terms all those  obligations  which by the terms of the  Agreement  and the
     Security  Trust  Deed  will  be  assumed  by it  after  acceptance  of this
     Substitution Certificate by the Agent.

7.   Without  limiting  the  above  paragraphs,  nothing  in  this  Substitution
     Certificate obliges any of the Existing Banks to:

                                       28

<PAGE>

     (a)  accept  any  re-transfer  from the  Substitute  of any of the  rights,
          benefits and/or obligations hereby transferred; or

     (b)  support  any  losses  incurred  by the  Substitute  by  reason  of any
          non-performance  by any Obligor or any other party to the Bank Finance
          Documents or any document  relating  thereto of any of its obligations
          under the same.

8.   This Substitution Certificate may be executed in any number of counterparts
     and by different  parties on separate  counterparts,  each of which when so
     executed and delivered  shall be an original,  but all  counterparts  shall
     together constitute one and the same instrument.

9.   This Substitution Certificate and the rights and obligations of the parties
     hereunder  shall be governed by and  construed in  accordance  with English
     law.  Clauses 21.2 and 21.3 of the  Agreement  inclusive  are  incorporated
     herein by reference.

     Note:  This  Substitution  Certificate  is  not  a  security,  bond,  note,
     debenture, investment or similar investment.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.

                                       29

<PAGE>

                                   Schedule 1

[Parties and numbers to be finalised prior to signing]

<TABLE>
<CAPTION>
<S>                                     <C>                 <C>                <C>
      Existing Bank                     Amount of            Amount of      Portion of
                                       Commitment           Contribution    Commitment
                                                                               and
                                                                            Contribution
                                        (pounds)              (pounds)      Transferred

Allied Irish Banks, Plc                 8,443,020.17                            All

CCF SA                                  5,065,812.27                            All

Deutsche Bank AG, London               12,742,037.97                            All

Fleet National Bank                    13,249,047.45                            All

Goldman Sachs Credit Partners L.P.      7,339,799.23                            All

HSBC Bank plc                          15,976,792.53                            All

Lloyds TSB Bank plc                    13,249,047.45                            All

The Bank of New York                   15,976,792.53                            All

The Governor and Company of the        13,249,047.45                            All

Bank of Scotland

The Royal Bank of Scotland plc         13,249,047.45                            All

WestLB AG, London Branch               11,560,443.50                            All

Cargill Financial  Markets plc          5,065,812.26                            All

</TABLE>


                                       30
<PAGE>

                      Administrative Details of Substitute



Lending office:

Account for payments:

Telephone:

Telefax:



Attention:

                                       31
<PAGE>


                                   Schedule 2

                               The Existing Banks


ALLIED IRISH BANKS, PLC
CCF SA
CARGILL FINANCIAL MARKETS PLC
DEUTSCHE BANK AG, LONDON
FLEET NATIONAL BANK
GOLDMAN SACHS CREDIT PARTNERS L.P.
HSBC BANK PLC
LLOYDS TSB BANK PLC
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
THE BANK OF NEW YORK
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
THE ROYAL BANK OF SCOTLAND PLC
WESTLB AG, LONDON BRANCH

                                       32

<PAGE>


                                   Signatures

The Substitute

WPP NO. 2337 LIMITED

By:

Date:

The Existing Banks

ALLIED IRISH BANKS, PLC

By:

Date:



CCF SA

By:

Date:



CARGILL FINANCIAL MARKETS PLC

By:

Date:



DEUTSCHE BANK AG, LONDON

By:

Date:



FLEET NATIONAL BANK

By:

Date:

                                       33
<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.

By:

Date:



HSBC BANK PLC

By:

Date:



LLOYDS TSB BANK PLC

By:

Date:



MORGAN STANLEY & CO. INTERNATIONAL LIMITED

By:

Date:



THE BANK OF NEW YORK

By:

Date:



THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:

Date:



THE ROYAL BANK OF SCOTLAND PLC

By:

Date:

                                       34

<PAGE>


WESTLB AG, LONDON BRANCH

By:

Date:



The Agent

HSBC BANK PLC

By:



on its own behalf and on behalf of the other Bank Finance Parties,  the Obligors
and all other parties to the Agreement and the Security Trust Deed.

Date

                                       35

<PAGE>

                                   SCHEDULE 3

                                 ACCOUNT DETAILS

THE PAYING AGENT
HSBC Bank plc Sort Code 40-05-15
Account Number [57548467]

                                       36

<PAGE>
                                   SCHEDULE 4

                            FORM OF ACCESSION LETTER

To: [             ]

THIS LETTER dated [ ], is  supplemental  to a debt transfer  agreement (the Debt
Transfer  Agreement)  dated [ ]  June,  2003  between,  among  others,  Cordiant
Communications Group plc, Cordiant Finance,  Inc., the Transferring  Noteholders
described therein,  the Transferring  Banks described therein,  HSBC Bank plc as
Common Security  Trustee and Paying Agent,  WPP No. 2337 Limited,  WPP Group plc
and [ ].

Words and  expressions  defined  in the Debt  Transfer  Agreement  have the same
meaning when used in this letter.

[NAME OF  NOTEHOLDER / BANK FINANCE  PARTY] hereby agrees with each other person
who is or who becomes a party to the Debt Transfer Agreement that with effect on
and from the date hereof it will be bound by and benefit from the Debt  Transfer
Agreement  as  a   *[Noteholder/Bank   Finance   Party],   with  the  holding  /
participation and Commitment specified below, as if it had been party originally
to the Debt Transfer  Agreement in that  capacity.  Its Principal Debt under the
Finance Documents as of the date hereof is US$ / (pounds)[ ].

The address for notices of [ ] for the  purposes of Clause 15  (Notices)  of the
Debt Transfer Agreement is:

Address: [        ]
Fax Number: [         ]
Attention: [      ]



This letter is governed by English law.



Signed:


..............................................
[Noteholder/Bank Finance Party]





*Delete as applicable

                                       37

<PAGE>


                                   SIGNATORIES


Company

CORDIANT COMMUNICATIONS GROUP PLC

By: /s/ ANDREW BOLAND



Note Issuer

CORDIANT FINANCE, INC.

By: /s/ ANDREW BOLAND



Transferring Noteholders



/s/ Paul Price

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Address:    100 Mulbery Street, Newark, NJ 07102


Fax number: +1 973 802 2333

Attention:  Paul Price



/s/ Paul Price

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

Address:    100 Mulbery Street, Newark, NJ 07102


Fax number: +1 973 802 2333

Attention:  Paul Price


<PAGE>

/s/ Paul Price

PRUCO LIFE INSURANCE COMPANY


Address:    100 Mulbery Street, Newark, NJ 07102


Fax number: +1 973 802 2333

Attention:  Paul Price



/s/ Paul Price

HARTFORD LIFE INSURANCE COMPANY

By:          Prudential Private Placement Investors, L.P.
             (as Investment Advisor)
By:          Prudential Private Placement Investors, Inc.
             (as its General Partner)

Address:     100 Mulbery Street, Newark, NJ 07102


Fax number:  +1 973 802 2333

Attention:   Paul Price



/s/ JEAN-LOUIS LELOGEAIS

MOORE U.S. RESTRUCTURING LP

Address:       10 East 53rd Street, 33rd Floor, New York, NY 10022


Fax number:    +1 212 521 5860

Attention:     David Chasen

<PAGE>

/s/ JEAN-LOUIS LELOGEAIS

STRATEGIC VALUE MASTER FUND LTD.

Address:       10 East 53rd Street, 33rd Floor, New York, NY 10022


Fax number:    +1 212 521 5860

Attention:     David Chasen



/s/ L. POWELL     /s/ SIMON MULLALY

DEUTSCHE BANK AG, LONDON BRANCH

Address:          Winchester House
                  1 Great Winchester Street
                  London EC2N 2DB

Fax number:

Attention:        L. POWELL/ B. MORISON



Transferring Banks



ALLIED IRISH BANKS, PLC

By:       /s/ MICHAEL BARRY

Address:       Corporate Banking Britain
               St Helen's
               1 Undershaft
               London EC3A 8AB

Fax number:    00 44 (0) 20 7090 7101

Attention:     Michael Barry/Sarah Murtagh

<PAGE>


CCF SA

By:       /s/ DIRK VAN DORP, Senior Manager, CCF SA

Address:       Tour Montparnasse
               33 Avenue Du Maine
               75755 Paris Cedex 15
               France

Fax number:    00 33 (1) 5813 0301

Attention:     Dirk Van Dorp
               cc Guillaume Rouxel
               CCF Montparnasse

               00 33 (1) 4321 2990
               00 331 5813 8044


CARGILL FINANCIAL MARKETS PLC

By:       /s/ JOHN R. S. BRICE

Address:       Knowle Hill Park
               Fairmile Lane
               Cobham
               Surrey KT11 2PD
               UK

Fax number:    00 44 (0) 1932 576 012

Attention:     Greg Belonogoff





DEUTSCHE BANK AG, LONDON

By:       /s/ L. POWELL     /s/ ROBERT FOULSTON


Address:       Winchester House
               1 Great Winchester Street
               London EC2N 2DB

Fax number:      +44 20 7547 2707

Attention:       L. Powell / B. Morison

<PAGE>


FLEET NATIONAL BANK

By:      /s/ G. Christopher Miller, Authorised Officer, Senior Workout Officer


Address:      100 Federal Street
              Boston, MA 02110, USA

Fax number:   617-434-4775

Attention:    G. Christopher Miller



GOLDMAN SACHS CREDIT PARTNERS L.P.

By:      /s/ C TODD

Address:     Peters Hill
             1 Carter Lane
             London EC4V 5ER

Fax number:

Attention:



HSBC BANK PLC

By:      /s/ Mark Haines, Senior Manager

Address:     Media/Telecoms Group
             Level 24
             8 Canada Square
             London E145HQ
             UK

Fax number:  020 7260 4800

Attention:   Gary Lee

<PAGE>

LLOYDS TSB BANK PLC

By:      /s/ A M DENSEM

Address:     2nd Floor
             Great Surrey House
             203 Blackfriars Road
             London SE1 8NH
             UK

Fax number:      020 7463 1150

Attention:       A M Densem



THE BANK OF NEW YORK

By:      /s/ GERALD M. DORKIN, Vice President

Address:     Level 48
             One Canada Square
             London E14 5AL
             UK

Fax number:      00 44 (0) 20 7964 6193

Attention:       Beatrice DuPont de Rivaltz



THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:      /s/ ALLAN RAMSAY

Address:     Level 7
             Bishopsgate Exchange
             155 Bishopsgate
             London EC2M 3YB
             UK

Fax number:     0207-012-9459

Attention:      Allan Ramsay

<PAGE>

THE ROYAL BANK OF SCOTLAND PLC

By:      /s/ IAN ROBERTS

Address:     135 Bishopsgate
             London EC2M 3YB
             UK

Fax number:      020 7672 0324

Attention:       Wendy Renwick



WESTLB AG, LONDON BRANCH

By:      /s/ TIM SAI LOUIE

Address:     Woolgate Exchange
             25 Basinghall Street
             London EC2V 5HA

Fax number:      00 44 (0) 20 7020 7620

Attention:       Credit Administration



Common Security Trustee

HSBC BANK PLC

By:      /s/ C TODD


Address:    Level 17
            8 Canada Square
            London E14 5HQ

Fax number: +44 020 7991 4351

Attention:  Debt Finance, Support & Agency Services

<PAGE>

Agent

HSBC BANK PLC

By:      /s/ C TODD


Address:     Level 17
             8 Canada Square
             London E14 5HQ

Fax number:  +44 020 7991 4351

Attention:   Debt Finance, Support & Agency Services



Security Trustee

HSBC BANK PLC

By:          /s/ C TODD


Address:       Level 17
               8 Canada Square
               London E14 5HQ

Fax number:    +44 020 7991 4351

Attention:     Debt Finance, Support & Agency Services



Paying Agent

HSBC BANK PLC

By:      /s/ C TODD


Address:     Level 17
             8 Canada Square
             London E14 5HQ

Fax number:  +44 020 7991 4351

Attention:   Debt Finance, Support & Agency Services

<PAGE>


Overdraft Bank

HSBC BANK PLC

By:      /s/ MARK HAINES


Address:     Media / Technology Group
             Level 24
             8 Canada Square
             London E14 5HQ

Fax number:  020 7260 4800

Attention:   Gary Lee



Swingline Bank

FLEET NATIONAL BANK

By:      /s/ G. Christopher Miller, Authorised Officer, Senior Workout Officer


Address:     100 Federal Street
             Boston, MA 02110, USA

Fax number:  617-434-4775

Attention:   G. Christopher Miller



Purchaser

WPP NO. 2337 LIMITED

By:      /s/ PAUL RICHARDSON



Guarantor

WPP GROUP PLC

By:      /s/ PAUL RICHARDSON