Exhibit 4.13



                             Investment Agreement

                             Cordiant Communications Group Plc

                             Cordiant Communications (Australia) Pty Ltd
                             ACN 082 292 019

                             Pacific Equity Partners Pty Ltd
                             ACN 083 026 822

                             The Communications Group Holdings Pty Ltd
                             ACN 104 455 003

                             TCG Nominee Pty Limited as trustee of the TCG Trust

                             and

                             Others







                             Freehills

                             MLC Centre Martin Place Sydney New South Wales
                               2000 Australia
                             Telephone 61 2 9225 5000  Facsimile 61 2 9322 4000
                             www.freehills.com  DX 361 Sydney


                             SYDNEY   MELBOURNE   PERTH   BRISBANE   HANOI
                             HO  CHI   MINH   CITY   SINGAPORE
                             Correspondent Offices JAKARTA  KUALA LUMPUR

                             Liability limited by the Solicitors' Limitation of
                             Liability Scheme, approved under the Professional
                             Standards Act 1994 (NSW)

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                             Reference NJW:PAD

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<PAGE>
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<TABLE>
<CAPTION>
Table of contents
Clause                                                                                           Page

<S>                                                                                                <C>
1        Definitions and interpretation                                                            7

         1.1      Definitions                                                                      7
         1.2      Interpretation                                                                  12

2        Subscription                                                                             12

         2.1      Condition                                                                       12
         2.2      Completion                                                                      13
         2.3      Implementation of Transaction                                                   13
         2.4      Obligations on Cordiant Parties and on the Company prior to Completion          14
         2.5      Obligations on the Funds and others at Completion                               14
         2.6      Obligations on Cordiant Parties and Company at Completion                       16
         2.7      Obligations on parties at Completion                                            17
         2.8      Interdependency                                                                 18
         2.9      Restructuring and re-organisation                                               18
         2.10     Property Leases                                                                 18
         2.11     Post Completion Audit                                                           18

3        Period before and period after Completion                                                19

         3.1      Carrying on of business                                                         19
         3.2      Access                                                                          19
         3.3      Permitted acts                                                                  20
         3.4      Period after Completion                                                         20

4        Warranties                                                                               21

         4.1      The Funds warranties and the Trust Warranty and the PEP representation          21
         4.2      Warranties                                                                      22
         4.3      Awareness                                                                       22
         4.4      Application of Warranties                                                       22
         4.5      Disclosure undertaking                                                          22
         4.6      Indemnity                                                                       23
         4.7      No reliance                                                                     23
         4.8      Monetary and time limitations                                                   24
         4.9      Disclosures                                                                     24
         4.10     Further limitations                                                             24
         4.11     Tax limitations                                                                 25
         4.12     Remedies                                                                        25
         4.13     Right to reimbursement                                                          26
         4.14     Mitigation                                                                      26
         4.15     Insurance                                                                       26
         4.16     Acknowledgment                                                                  26
         4.17     Payments                                                                        26
         4.18     Effect of Payment                                                               26

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5        Conduct of Claims                                                                        27

         5.1      Notification of Claims                                                          27
         5.2      Conduct of Claims                                                               27
         5.3      Access to information                                                           28

6        Announcements                                                                            28

         6.1      Legal requirements                                                              28
         6.2      Disclosure to officers and professional advisers                                28
         6.3      Further publicity                                                               28
         6.4      Agreed announcement                                                             28

7        Duties, costs and expenses                                                               29

         7.1      Duties                                                                          29
         7.2      Costs and expenses                                                              29
         7.3      Costs of performance                                                            30

8        GST                                                                                      30

         8.1      Interpretation                                                                  30
         8.2      GST gross up                                                                    30
         8.3      Reimbursements                                                                  30
         8.4      Tax Invoice                                                                     30

9        General                                                                                  30

         9.1      Notices                                                                         30
         9.2      Governing law and jurisdiction                                                  32
         9.3      Prohibition or enforceability                                                   32
         9.4      Waivers                                                                         33
         9.5      Variation                                                                       33
         9.6      Cumulative rights                                                               33
         9.7      Non-merger and survival of Warranties                                           33
         9.8      Survival                                                                        33
         9.9      Further assurances                                                              33
         9.10     Entire agreement                                                                33
         9.11     Third party rights                                                              34
         9.12     Counterparts                                                                    34
         9.13     Assignment                                                                      34
         9.14     Attorneys                                                                       34

Schedule 1 - Warranties

Schedule 2 - Investor Share Subscriptions

Schedule 3 - Managers

Schedule 4 - Address details for Managers

Schedule 5 - Key Employees

Schedule 6 - Subsidiaries

Schedule 7 - The Funds' Warranties

                                       3
<PAGE>

Schedule 8 - Properties

Schedule 9 - Business Names and Trade Marks

Schedule 10 - Cordiant UK Knowledge Enquiries

Schedule 11 - Directors and Shareholders

Schedule 12 - Closing Mechanism

Schedule 13 - The Trust Warranties

Annexure A - Constitution

Annexure B - Service Agreements

Annexure C - Shareholders Agreement

Annexure D - Reorganisation Agreements

Annexure E - Data Room Documentation

Annexure F - Network Agreement

Annexure G - Reorganisation Agenda

Annexure H - MarketForce Proceeds Agreement

Annexure I - Tax Assignment Deed

Annexure J - Tax Indemnity Deed

Annexure K - Allocation Spreadsheet

Annexure L - Loan Agreement

Annexure M - Escrow Letter
</TABLE>


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This investment agreement
          is made on                        2003 between the following parties:

          1.   Cordiant  Communications  Group Plc of 1-5 Midford Place,  London
               W1T 5BH, United Kingdom
               (Cordiant UK)

          2.   Cordiant  Communications  (Australia)  Pty Ltd ACN 082 292 019 of
               Level 15, 35  Clarence  Street,  Sydney,  New South  Wales,  2000
               (Cordiant Australia)

          3.   Bain  Pacific  Associates,  LLC  of C/-  Bain  Capital  LLC,  111
               Huntington Avenue, Boston, Massachusetts, 02199, United States of
               America

               BCIP  Associates  II of C/-  Bain  Capital  LLC,  111  Huntington
               Avenue, Boston, Massachusetts, 02199, United States of America

               BCIP  Associates  II-B of C/- Bain Capital  LLC,  111  Huntington
               Avenue, Boston, Massachusetts, 02199, United States of America

               Pacific  Equity  Partners Fund I Pty Limited (ACN 083 026 822) of
               C/- Pacific  Equity  Partners  Pty  Limited,  Level 36, 2 Chifley
               Square, Sydney, New South Wales, 2000

               Pacific  Equity  Partners  (NZ)  Limited  of  C/-  Chapman  Tripp
               Sheffield Young,  Level 35, Coopers & Lybrand Tower, 23-29 Albert
               Street, Auckland, New Zealand

               PEP  Co-Investment  Pty Limited  (ACN 083 026 859) of C/- Pacific
               Equity  Partners Pty Limited,  Level 36, Chifley Tower, 2 Chifley
               Square, Sydney, New South Wales, 2000

               PEP  Investment  Pty  Limited  (ACN 083 926  084) of C/-  Pacific
               Equity  Partners Pty Limited,  Level 36, Chifley Tower, 2 Chifley
               Square, Sydney, New South Wales, 2000

               (Funds)

               Pacific  Equity  Partners  Pty Ltd (ACN 083 026 822) of Level 36,
               Chifley Tower, 2 Chifley Square,  Sydney,  New South Wales,  2000
               (PEP)

          4.   The  persons  listed  in  schedule  3 (the  Managers  and  each a
               Manager)

          5.   TCG  Nominee  Pty  Limited  as trustee of the TCG Trust of c/- 35
               Clarence Street, Sydney, New South Wales, 2000 (Trust)

          6.   Cordiant  Communications  Group Australia Pty Ltd ACN 003 203 450
               of Level 15, 35 Clarence Street,  Sydney,  New South Wales,  2000
               (Company)

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<PAGE>

          7.   The Communications  Group Holdings Pty Ltd ACN 104 455 003 of c/-
               35 Clarence Street, Sydney, New South Wales 2000 (Investor)

Recitals

          A.   The Funds and the Trust will  subscribe  for Investor  Shares and
               the   Investor   will  borrow   funds  from   certain   financial
               institutions.

          B.   Following certain  restructuring steps, the Investor will acquire
               Cordiant  UK's and  Cordiant  Australia's  Company  Shares on the
               terms and conditions set out in this agreement.

The parties agree

               in  consideration  of, among other  things,  the mutual  promises
               contained in this agreement:

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1    Definitions and interpretation

     1.1  Definitions

          In this agreement:

          Accounting  Standards means the Australian  Accounting  Standards from
          time to time and if and to the extent  that any matter is not  covered
          by  the  Australian  Accounting  Standards  means  generally  accepted
          accounting  principles  applied from time to time in  Australia  for a
          company similar to the Company;

          Accounts  means  the  consolidated   profit  and  loss  statement  and
          consolidated balance sheet of the Group as at the Accounts Date;

          Accounts Date means 31 December 2002;

          Allocation Spreadsheet means the allocation spreadsheet dated the date
          of this  agreement and  initialled by PEP,  Cordiant UK, the Trust and
          the Managers;

          Authorisation means any consent, registration,  certificate,  licence,
          approval,   permit,   authority  or  exemption  from,  by  or  with  a
          Governmental Agency;

          Bain Funds means Bain Pacific Associates,  LLC; BCIP Associates II and
          BCIP Associates II-B;

          Business means the business carried on by the Group;

          Business  Day  means a day on which  banks  are open for  business  in
          Sydney  and  London  excluding  a  Saturday  or a  Sunday  or a public
          holiday;

          Claim means any claim or cause of action  (other than a claim or cause
          of action under the Tax Indemnity Deed) including, but not limited to:

          (a) in contract;

          (b) in tort; or

          (c) under statute,

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<PAGE>
          in respect of any  Transaction  Document,  the  Business,  the Company
          Shares,  the  Investor  Shares  or any  member  of the  Group or their
          affairs or prospects  including  without  limitation in respect of any
          breach of Warranty;

          Company Share means a share in the capital of the Company;

          Completion  means  completion of the Transaction as provided for under
          clause 2;

          Completion  Date  means the day on which  the  conditions  in  clauses
          2.1(a)(1) - (3) are  satisfied or such other date as the parties agree
          in writing;

          Constitution  means the  constitution  attached to this  agreement  as
          annexure A;

          Cordiant Parties means Cordiant UK and Cordiant Australia and Cordiant
          Party means either one of them;

          Corporations Act means the Corporations Act 2001 (Cth);

          Data Room Documentation means:

          (a)  the  documents  and  information   contained  in  the  data  room
               established  and made  available to the  Investor,  the Funds and
               their representatives and advisers; and

          (b)  the  answers to  requests  for  further  information  made by the
               Investor, the Funds and their representatives and advisers,

          an index of which is set out in annexure E;

          Disclosure  Letter  means the letter from  Cordiant UK to the Investor
          dated  the same  date as this  agreement,  containing  disclosures  in
          respect of the Warranties;

          Dollars,  A$ and $ means the lawful  currency of the  Commonwealth  of
          Australia;

          Duty  means any stamp,  transaction  or  registration  duty or similar
          charge  imposed by any  Governmental  Agency and includes,  but is not
          limited  to,  any  interest,  fine,  penalty,  charge or other  amount
          imposed in respect of the above, but excludes any Tax;

          Employees means the employees of the Group;

          Escrow  Letter  means the escrow  letter in the form  attached to this
          agreement as annexure K;

          Excluded  Companies  means  Blackbook  Holdings  Pty Ltd, The Campaign
          Palace Limited, The Media Palace Pty Ltd, Black Book Nominees Pty Ltd,
          Black Book Nominees  (Sydney) Pty Ltd,  Marketforce  Limited,  Redline
          Marketing  Studio  Pty  Limited,   Marketforce   Advertising  Limited,
          Knockout  Solutions  Limited,  E  Media  Works  Limited,   Design  One
          Productions  Pty Ltd,  In Sync  Communications  Pty  Ltd,  Marketforce
          Nominees Pty Limited and Professional Public Relations (Asia) Limited;

          Facility  Document means the facility  agreement between the Investor,
          National  Australia  Bank Limited,  Westpac  Banking  Corporation  and
          others to be entered into on or prior to the Completion  Date on terms
          no less  favourable  to the  Investor  than the  terms  set out in the
          commitment  letters from each of National  Australia  Bank Limited and
          Westpac Banking Corporation to the Investor;

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<PAGE>

          Governmental    Agency   means   any   government   or   governmental,
          semi-governmental,    fiscal,   administrative   or   judicial   body,
          department, commission, authority,  instrumentality,  tribunal, agency
          or entity;

          Group  means each of the Company and the  Subsidiaries  including  The
          Communications  Group  Limited and X/M Pty Limited but  excluding  the
          Excluded Companies and Group Company means any one of them;

          Investment  Services  Agreement  has the meaning given to that term in
          the Shareholders Agreement;

          Investor Share means an ordinary share in the capital of the Investor;

          Loan Agreement means the loan agreement  attached to this agreement as
          annexure L;

          Key Employee means an employee listed in schedule 5;

          Limitation  Period  has the  meaning  given  to  that  term in the Tax
          Indemnity Deed;

          Loss  means any  damage,  claim,  action,  liability,  cost,  expense,
          outgoing, payment, fine or penalty or other loss of whatever nature;

          Management  Accounts means the unaudited  management accounts prepared
          in respect of the Business for March 2003 and, to the extent that such
          accounts  are in  existence  at any  relevant  date,  each  subsequent
          calendar month until Completion;

          Material Adverse Change Event means an event which has (or a series of
          events  which  taken  together  have) an adverse  impact on the annual
          consolidated  earnings  before  interest  and tax of the  Group  in an
          amount of more than  $1,000,000  (net of the amount of any direct cost
          savings of any Group Company arising as a result of such event and net
          of the amount of the dollar  impact of any event  which has (or series
          of events which taken together  have) a positive  impact on the annual
          consolidated  earnings  before  interest  and  tax of the  Group)  and
          includes the termination by Telstra  Corporation  Limited of the Heads
          of  Agreement  between  Telstra  Corporation  Limited and the Investor
          dated 12 May 2003,  provided that for the purpose of this definition a
          reference  to an "event" is a reference  to an actual  occurrence  and
          does  not  for  the  avoidance  of  doubt  include  a  re-forecasting,
          re-budgeting,  revision or amendment of an account, plan or budget and
          provided that a decision by a client to review an account held by such
          client with a Group  Company will not of itself  constitute a Material
          Adverse Change Event;

          MarketForce  Proceeds  Agreement means the agreement entitled "Deed of
          Assignment - MarketForce Proceeds" between the Company, certain of the
          Subsidiaries and Bates  Worldwide,  Inc., in the form attached to this
          agreement as annexure H;

          MarketForce   Sale  Agreement  has  the  meaning  given  to  the  term
          "MarketForce Deed" in the MarketForce Proceeds Agreement;

          Network Agreement means the network agreement between Bates Worldwide,
          Inc., George Patterson Pty Ltd and others in the form attached to this
          agreement as annexure F;

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<PAGE>

          PEP Funds means Pacific Equity Partners Fund 1 Pty Ltd; Pacific Equity
          Partners (NZ) Limited;  PEP  Co-Investment  Pty Ltd and PEP Investment
          Pty Ltd;

          Pre-Completion Tax Return has the meaning set out in the Tax Indemnity
          Deed;

          Properties means the leased properties listed in schedule 8;

          PPR  Guarantees  means any  guarantees  given by  Professional  Public
          Relations Pty Limited to National Australia Bank Limited:

          (a)  as  security  for an  overdraft  facility  provided  by  National
               Australia Bank Limited to Vision Splendid Media Pty Limited dated
               30 April 1998; or

          (b)  as security for a Business Secured Overdraft provided by National
               Australia Bank Limited to Vision Splendid Media Pty Limited dated
               15 November 2000;

          Related  Corporation  has the meaning  given to the term "related body
          corporate" in the Corporations Act;

          Reorganisation  Agenda  means  the  agenda  entitled  "Restructure  of
          Cordiant Group",  setting out the corporate actions to be taken by the
          Cordiant  Parties and the Group prior to Completion,  attached to this
          agreement as annexure G;

          Reorganisation  Agreements  means  the  agreements  attached  to  this
          agreement as annexure D;

          Security Interest means an interest or power:

          (a)  reserved  in or over  an  interest  in any  asset  excluding  any
               retention of title arising in the ordinary course of business; or

          (b)  created or otherwise arising in or over any interest in any asset
               under a bill of sale,  mortgage,  charge,  lien, pledge, trust or
               power,

          by way of  security  for the  payment of a debt or any other  monetary
          obligation or the  performance  of any other  obligation and includes,
          but is not  limited  to, any  agreement  to grant or create any of the
          above;

          Service  Agreements means the service  agreements  between the Company
          and certain  employees of the Group  substantially  in the form of the
          pro forma agreement attached as annexure B;

          Shareholders  Agreement means the shareholders  agreement  between the
          Funds,  Cordiant  Australia  and others in the form  attached  to this
          agreement as annexure C;

          Subsidiaries  means  the  companies  which  will be  subsidiaries  (as
          defined  in the  Corporations  Act) of the  Company  after  Completion
          including  those listed in Schedule 6 and Subsidiary  means any one of
          them;

          Tax means any tax,  levy,  charge,  impost,  duty,  fee,  deduction or
          withholding,  but  excludes  any  Duty or  similar  charge,  which  is
          assessed,  levied, imposed or collected by any Governmental Agency and
          includes, but is not limited to any interest,  fine, penalty,  charge,
          fee or any other  amount  imposed  on, or in  respect  of,  any of the
          above;

          Tax Act means the Income Tax  Assessment  Acts of 1936 and 1997, as in
          force at Completion;

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<PAGE>

          Tax Assignment Deed means the deed of assignment  between the Company,
          Cordiant  UK and  others  in the  form of the  deed  attached  to this
          agreement as Annexure I;

          Tax Claim and Tax  Liability  have the meaning  given to such terms in
          the Tax Indemnity Deed;

          Tax  Indemnity  Deed  means  the  agreement  in the form  attached  as
          Annexure J;

          Tax Law means any law  relating  to either Tax or Duty as the  context
          requires;

          Tax Receivables has the meaning given to the term "Receivables" in the
          Tax Assignment Deed;

          Tax Warranties means the warranties in paragraph 21 of schedule 1;

          Third  Party  Claim  means  any  claim  asserted  by any  third  party
          (including any Governmental  Agency) against the Investor,  the Funds,
          PEP, the Trust,  a Manager or a Group  Company or Bain Capital llc, in
          respect of which a Cordiant Party may be liable under this agreement;

          Transaction  means  the  subscription  by the  Funds and the Trust for
          Investor  Shares,  the  acquisition  by the Investor of Company Shares
          from the Cordiant Parties on the terms of this agreement and the other
          actions referred to in clause 2;

          Transaction Documents means:

          (a)  this agreement;

          (b)  the Constitution;

          (c)  the MarketForce Proceeds Agreement;

          (d)  the Service Agreements;

          (e)  the Facility Document;

          (f)  the Shareholders Agreement;

          (g)  the Reorganisation Agreements and any other documents relating to
               the Reorganisation Agenda;

          (h)  the Tax Indemnity Deed;

          (i)  the Tax Assignment Deed;

          (j)  the Network Agreement;

          (k)  the Investment Services Agreement;

          (l)  the Disclosure Letter;

          (m)  the Loan Agreement;

          (n)  the Allocation Spreadsheet; and

          (o)  the Escrow Letter;

          Valuer has the meaning  given to the term  Independent  Auditor in the
          Tax Indemnity Deed;

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<PAGE>

          Warranty  Claim  means any claim or cause of action in  respect of any
          breach of the  Warranties  or clause 2.9 or any similar claim or cause
          of  action,  whether  based  in  contract,   tort,  under  statute  or
          otherwise; and

          Warranties  means  the  warranties  and  representations  set  out  in
          schedule 1.

1.2  Interpretation

          In this agreement, unless the context otherwise requires:

          (a)  headings  are  for  convenience   only  and  do  not  affect  the
               interpretation of this agreement;

          (b)  words importing the singular include the plural and vice versa;

          (c)  words importing a gender include any gender;

          (d)  other parts of speech and  grammatical  forms of a word or phrase
               defined in this agreement have a corresponding meaning;

          (e)  an expression  importing a natural  person  includes any company,
               partnership,  joint  venture,  association,  corporation or other
               body corporate and any Governmental Agency;

          (f)  a  reference  to a  clause,  party,  annexure  or  schedule  is a
               reference to a clause of, and a party,  annexure and schedule to,
               this  agreement  and a reference to this  agreement  includes any
               annexure and schedule;

          (g)  a reference to a statute, regulation,  proclamation, ordinance or
               by-law   includes  all  statutes,   regulations,   proclamations,
               ordinances or by-laws  amending,  consolidating  or replacing it,
               and  a  reference  to  a  statute   includes   all   regulations,
               proclamations, ordinances and by-laws issued under that statute;

          (h)  a reference to a document  includes all amendments or supplements
               to, or replacements or novations of, that document;

          (i)  a  reference  to a party  to a  document  includes  that  party's
               successors and permitted assigns;

          (j)  where  the day on or by  which  any  thing is to be done is not a
               Business  Day,  that  thing  must be done on or by the  following
               Business Day;

          (k)  no provision of this agreement  will be construed  adversely to a
               party solely on the ground that the party was responsible for the
               preparation of this agreement or that provision; and

          (l)  a covenant  or  agreement  on the part of two or more  persons is
               given  by them and  binds  them  severally  and not  jointly  and
               severally.

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<PAGE>

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2    Subscription

     2.1  Condition

          (a)  Completion will not proceed unless:

               (1)  Cordiant  UK has  obtained  shareholder  approval  for it to
                    carry out the matters contemplated by this agreement;

               (2)  Cordiant UK has received from its lenders approval for it to
                    carry out the matters contemplated by this agreement;

               (3)  the  Investor  has received  from its  financiers  under the
                    Facility  Document the funds  necessary  for it to carry out
                    the matters contemplated by this agreement; and

               (4)  there has been no Material Adverse Change Event.

          (b)  Cordiant  UK  must  use  its  best   endeavours  to  satisfy  the
               conditions in clause  2.1(a)(1) and clause  2.1(a)(2).  The Funds
               and PEP must use their best  endeavours  to satisfy the condition
               in clause  2.1(a)(3)  on or  before  the date of the  meeting  of
               Cordiant  UK  shareholders  convened  in  order  to  satisfy  the
               condition in clause 2.1(a)(1).

          (c)  A party must  promptly  notify the other parties in writing if it
               discovers  that a  condition  in clause  2.1(a) is  satisfied  or
               becomes incapable of being satisfied.

          (d)  The conditions in clause 2.1(a) may only be effectively waived if
               waived by the Funds and Cordiant UK.

          (e)  If any  condition  in clause  2.1(a) is not waived in  accordance
               with clause  2.1(d) or satisfied on or before 30 June 2003,  this
               agreement  automatically  terminates.   Upon  termination,   this
               agreement has no further effect except as provided in clause 9.8,
               and no party is liable to any other  party,  except in respect of
               any breach of this agreement occurring before termination.

     2.2  Completion

          Subject to clause 2.1(a), Completion must take place at the offices of
          Freehills in Sydney on the Completion Date unless  otherwise agreed by
          the parties.

     2.3  Implementation of Transaction

          The remaining  sub-clauses  of this clause 2 set out the actions to be
          completed  to  implement  the  Transaction.   Implementation   of  the
          Transaction   will  involve  the  following  steps  occurring  in  the
          following order:

          (a)  following execution of this agreement and prior to Completion:

               (1)  the  Company  redeeming  all  of the  redeemable  preference
                    shares issued by the Company (see clause 2.4);

               (2)  the   Company   undertaking   the   steps  set  out  in  the
                    Reorganisation  Agenda  including  paying the  dividends and
                    repaying  the  inter

                                       13
<PAGE>

                    group loans as  contemplated  in the  Reorganisation  Agenda
                    (see  clause  2.4),  to the extent  that such steps have not
                    already taken place; and

               (3)  the  Company  repaying  part  of  the  loan  owed  to  Bates
                    Worldwide, Inc. (see clause 2.4);

          (b)  at  Completion,  the Company  procuring  the repayment of certain
               loans owing to Cordiant UK and Related  Corporations  of Cordiant
               UK (see clause 2.7); and

          (c)  at Completion:

               (1)  the  Funds  and the  Trust  subscribing  (or  procuring  the
                    subscription  for) in aggregate  $20,650,001 in the Investor
                    (see clause 2.5);

               (2)  the Investor  borrowing  $47,500,000 from certain  financial
                    institutions (see clause 2.5);

               (3)  the Investor  purchasing  all of the Company  Shares held by
                    the Cordiant Parties in consideration for:

                    (A)  the issue of  8,849,999  Investor  Shares  to  Cordiant
                         Australia (see clause 2.5); and

                    (B)  the payment of $38,141,246 in aggregate to such parties
                         in the manner set out in clause 2.5; and

               (4)  the  Investor  being  the sole  shareholder  of the  Company
                    following the share purchase.

     2.4  Obligations on Cordiant Parties and on the Company prior to Completion

          Prior to or at Completion  the Cordiant  Parties and the Company must,
          to the extent that such actions  have not already  been taken,  ensure
          that:

          (a)  the Company redeems the 358 redeemable  preference  shares issued
               by the Company for $3,580,000 payable in cash;

          (b)  the  Company  procures  the  sale  of all of  the  shares  in the
               Excluded  Companies  and  purchases  all of the shares in X/M Pty
               Limited   from   Cordiant  UK  and  all  of  the  shares  in  The
               Communications  Group  Limited from Chafma BV, such sales to take
               place pursuant to the terms of the Reorganisation Agreements;

          (c)  the Company  procures payment of a fully franked special dividend
               of $37,581,000;

          (d)  the  Company   takes  all  of  the  other  steps  listed  in  the
               Reorganisation Agenda;

          (e)  any  Group  Company  which has the name  Cordiant  as part of its
               company  name,  changes  its name to a name that does not include
               the word Cordiant or any name similar to the Cordiant name;

          (f)  the Company procures the execution and delivery to Cordiant UK of
               the Tax Assignment Deed;

                                       14
<PAGE>

          (g)  the Company repays $4,687,961 of the loan of $10,110,184 owing by
               it to Bates Worldwide, Inc., by procuring that Cordiant Australia
               agrees to repay to Bates  Worldwide,  Inc. the sum of $4,687,961;
               and

          (h)  the Company  enters into and delivers to Cordiant  Australia  the
               MarketForce  Proceeds  Agreement,  duly  executed  by all parties
               thereto .

     2.5  Obligations on the Funds and others at Completion

          (a)  At or before  Completion the Funds,  the Managers,  the Trust and
               the Investor must ensure that:

               (1)  the Constitution is adopted as the Investor's constitution;

               (2)  a meeting of directors of the Investor is held to:

                    (A)  establish  the  Board  of the  Investor  in the  manner
                         contemplated by the Shareholders Agreement;

                    (B)  issue subject to receipt of the subscription  price set
                         out in column 3 of schedule 2 the Investor Shares to be
                         issued  to the Funds and the Trust as set out in column
                         2 of schedule 2;

                    (C)  authorise  the  Investor  purchasing  from  Cordiant UK
                         29,205,560  Series A Company  Shares and from  Cordiant
                         Australia   8,344,440   Series  A  Company  Shares  and
                         12,450,000  Series B Company Shares,  the consideration
                         for which shall be:

                         (i)  the payment to Cordiant UK of $27,448,113;

                        (ii)  the  issue  to  Cordiant   Australia  of 8,849,999
                              Investor  Shares   and  the  payment  to  Cordiant
                              Australia  of $10,693,133; and

                    (D)  authorise the execution of the Transaction Documents to
                         which  the   Investor  is  a  party   (other  than  the
                         Constitution);

                    (E)  authorise  the  payment  of the costs and  expenses  as
                         provided in clause 7.2; and

                    (F)  authorise the Investor drawing down  $47,500,000  under
                         the  Facility  Documents,  lending  $23,008,755  to the
                         Company (on the terms of the Loan Agreement) and taking
                         the other  steps to be taken by it in  connection  with
                         the Transaction,

                    all such resolutions to be subject to Completion occurring;

               (3)  the Investor,  on receipt of the subscription  price for the
                    Investor  Shares,  issues to the party  subscribing for such
                    shares  share  certificates,  and  updates  the  register of
                    members;

               (4)  the  Investor  draws  down  $47,500,000  under the  Facility
                    Documents;

               (5)  the Investor  executes share transfer forms for the transfer
                    to the Investor of 29,205,560  Series A Company  Shares from
                    Cordiant


                                       15
<PAGE>

                    UK and the transfer to the  Investor of  8,344,440  Series A
                    Company Shares and  12,450,000  Series B Company Shares from
                    Cordiant  Australia  and the  Investor  issues  to  Cordiant
                    Australia   8,849,999   Investor   Shares,    issues   share
                    certificates  for such shares and  updates  the  register of
                    members accordingly;

               (6)  the  Investor  pays to Cordiant UK  $27,448,113  and pays to
                    Cordiant Australia $10,693,133; and

               (7)  the Investor  executes any Transaction  Document to which it
                    is a party.

          (b)  At or prior to Completion, the Funds and the Trust must:

               (1)  subscribe  for the Investor  Shares set opposite its name in
                    schedule  2,  pay the  applicable  subscription  monies  and
                    execute the  Transaction  Documents  to which it is a party;
                    and

               (2)  procure so far as it is reasonably  able to, the drawdown by
                    the Investor of $47,500,000 under the Facility Document.

          (c)  At or  prior to  Completion,  PEP must  execute  any  Transaction
               Document to which it is a party.

          (d)  The Trust  agrees in favour  of the  Investors  and the  Cordiant
               Parties that:

               (1)  as to 2,787,750  Investor Shares to be subscribed for by it,
                    such shares  will be held by it as trustee for the  Managers
                    in the proportions set out in the Allocation SpreadShhet;

               (2)  as to 1,637,250  Investor Shares to be subscribed for by it,
                    such   shares  will  be  held  by  it  as  trustee  for  the
                    individuals  listed as tier three and tier four  managers in
                    the  Allocation  Spreadsheet  provided  that the Trust  may,
                    rather than subscribing for a portion of the Investor Shares
                    on behalf of a particular manager, procure that such manager
                    subscribes  directly for such Investor Shares (provided that
                    such person  signs an adherence  deed  agreeing to adhere to
                    this agreement and the Shareholders  Agreement) and provided
                    further that the Trust may  substitute a person  listed as a
                    tier  three or tier four  manager  or may elect to alter the
                    number of Investor  Shares  allocated to a  particular  tier
                    three or tier four manager  provided that any such change to
                    the identity of managers or the  allocations to such persons
                    are first approved by Cordiant UK and the Investors; and

               (3)  procure that each tier three and tier four  manager  signs a
                    deed, in Cordiant UK's favour,  agreeing to be bound by this
                    agreement  to  the  same  extent  as  if  named  in  it as a
                    "Manager".

          (e)  Each  Manager  severally  agrees  to  subscribe,   on  or  before
               Completion,  for  units  in the  Trust  up to the  value of units
               specified against his or her name in the Allocation Spreadsheet.

          (f)  The PEP Funds agree to underwrite the subscription obligations of
               the Trust  pursuant  to clause  2.5(d)(2)  such that if the Trust
               does not subscribe in full for 1,637,250 Investor Shares pursuant
               to that clause, the PEP

                                       16
<PAGE>

               Funds will between them  subscribe for any such  Investor  Shares
               which the Trust does not subscribe for under clause 2.5(d)(2).

     2.6  Obligations on Cordiant Parties and Company at Completion

          At or before  Completion  the  Cordiant  Parties and the Company  must
          ensure that:

          (a)  Cordiant UK executes a share  transfer  form for the  transfer of
               29,205,560  Series  A  Company  Shares  from  Cordiant  UK to the
               Investor for the payment of $27,448,113;

          (b)  Cordiant  Australia  executes  three share transfer forms for the
               transfer of the following Company Shares from Cordiant  Australia
               to the Investor:

               (1)  1,072,207 Series B Company Shares for the issue of 1,007,686
                    Investor Shares;

               (2)  8,344,440 Series A Company Shares for the issue of 7,842,313
                    Investor Shares; and

               (3)  11,377,793  Series  B  Company  Shares  for the  payment  of
                    $10,693,133;

          (c)  a meeting of directors of the Company is held to:

               (1)  appoint  the  persons  nominated  by the  Investor  prior to
                    Completion as directors of the Company;

               (2)  approve  the  transfer of Company  Shares from the  Cordiant
                    Parties to the Investor; and

               (3)  authorise  the  execution  of the  Transaction  Documents to
                    which the Company is a party,

               all such resolutions to be subject to Completion occurring;

          (d)  the Company  issues to the Investor a share  certificate  for the
               Company  Shares  purchased  by the  Investor  from  the  Cordiant
               Parties and updates the register of members;

          (e)  the Company  executes the Transaction  Documents to which it is a
               party  and  procures  that  any  Subsidiary  that is a party to a
               Transaction Document execute such Transaction Document;

          (f)  all  parties  to  the  Network   Agreement  execute  the  Network
               Agreement;

          (g)  unless  executed  previously,  all  parties  to  the  MarketForce
               Proceeds Agreement execute the MarketForce Proceeds Agreement;

          (h)  the Cordiant Parties execute the Tax Indemnity Deed; and

          (i)  the   Cordiant   Parties  and  the  Company   execute  all  other
               Transaction Documents to which they are a party.

     2.7  Obligations on parties at Completion

          At  Completion  all parties must take all action within their power to
          procure that:

          (a)  the  Investor  lends  $23,008,755  to the Company and the Company
               lends  $10,531,967 to George  Patterson Pty Ltd and $2,317,970 to
               X/M Pty Ltd;

                                       17
<PAGE>

          (b)  George Patterson Pty Ltd repays the loan of $15,531,967  owing by
               it to Cordiant UK by way of the payment of the sum of $10,531,967
               and the  assignment  of the Tax  Receivables  by way of the entry
               into and delivery to Cordiant UK of the Tax Assignment Deed;

          (c)  the Company  repays the loan of  $5,422,223  owing by it to Bates
               Worldwide, Inc. by way of the payment of the sum of $5,422,223;

          (d)  Cordiant  Australia repays the loan owing by it to the Company of
               $281,000  by  off-setting  such  amount  against  $281,000 of the
               Cordiant Loan. The term Cordiant Loan means the loan owned by the
               Company to Cordiant Australia of $4,856,595;

          (e)  the Company repays  $4,575,595 to Cordiant  Australia in full and
               final satisfaction of the Cordiant Loan;

          (f)  X/M Pty Ltd repays the loan of $2,317,970  owing by it to X/M New
               York by way of the payment of $2,317,970; and

          (g)  the Company pays  $37,581,000 to Cordiant UK by way of payment of
               the promissory  note issued to Cordiant UK in satisfaction of the
               dividend paid to Cordiant UK pursuant to clause 2.4(c).

     2.8  Interdependency

          The   obligations   of  the  parties  in  respect  of  Completion  are
          interdependent. All actions at Completion will be deemed to take place
          simultaneously  and no delivery or payment will be deemed to have been
          made until all  deliveries and payments under this agreement have been
          made.

     2.9  Restructuring and re-organisation

          The  Cordiant  Parties  agree  and  undertake  to  indemnify  and hold
          harmless  the  Investor  from all Loss  incurred  by the  Investor  in
          connection  with any of the matters and  actions  contemplated  by the
          Reorganisation Agenda and the Reorganisation Agreements other than any
          Tax payable by any party as a consequence of any action taken pursuant
          to the Reorganisation Agenda or the Reorganisation Agreements.

     2.10 Property Leases

          The Cordiant  Parties  must use best  endeavours  to obtain,  prior to
          Completion,  the  consent  (of the  relevant  landlord)  to the deemed
          assignment of the following Property Leases by virtue of the change in
          ownership of the Company occurring under the Transaction Documents:

          (a)  162-168 Collins Street, Melbourne;

          (b)  Level 4, Comalco Place, 12 Creek Street, Brisbane; and

          (c)  Level 6 and Part Level 5, 303 Collins Street, Melbourne,

          and at  Completion  must  provide  to the  Funds  copies  of any  such
          consents as are obtained prior to Completion. If such consents are not
          obtained prior to Completion,  Completion will proceed and the parties
          must use their best  endeavours  to obtain the consent of the relevant
          landlords following Completion.

                                       18
<PAGE>

     2.11 Post Completion Audit

          The  post-Completion  audit  mechanics are set out in schedule 12. The
          parties must perform their obligations set out in schedule 12.

--------------------------------------------------------------------------------
3    Period before and period after Completion

     3.1  Carrying on of business

          Subject  to  clause  3.3,  between  the  date  of this  agreement  and
          Completion,  the Cordiant  Parties must use  reasonable  endeavours to
          ensure that:

          (a)  the business of the Group is conducted in the ordinary  course in
               all material respects;

          (b)  the Company does not pay any dividend or distribute or return any
               capital to its members;

          (c)  no Group Company:

               (1)  issues  any  shares,   options  or   securities   which  are
                    convertible  into shares in that Group  Company or buys back
                    any of its shares;

               (2)  enters into any material contract or arrangement outside the
                    ordinary  course  of  business  or  otherwise  than on arm's
                    length terms;

               (3)  acquires  or  disposes  of any  assets  other  than on arm's
                    length terms;

               (4)  engages  any new  employee to fill a new role with an annual
                    remuneration package in excess of $150,000 or, except in the
                    ordinary  course of business,  terminates  the employment of
                    any of its employees or changes in any material  respect the
                    terms of employment (including remuneration);

               (5)  makes any  material  change to its policy and practice as to
                    payment of creditors and collection of trade receivables;

               (6)  incurs  any  indebtedness  or  liability  in the  nature  of
                    borrowings other than in the ordinary course of business; or

               (7)  alters its constitution.

     3.2  Access

          Before the Completion  Date, the Cordiant  Parties must use reasonable
          endeavours to ensure that the Funds and a reasonable number of persons
          authorised by the Funds:

          (a)  are given  reasonable  access during normal business hours and on
               reasonable  notice, to inspect the assets,  Properties,  books of
               account, records and documents of the Group; and

          (b)  have reasonable access to senior management of the Group.

                                       19
<PAGE>

               However, the Funds must ensure that any persons provided with the
               access  referred to in clause 3.2(a)  comply with the  reasonable
               requirements  of the Group and do not interfere with the Business
               or operations of the Group.

     3.3  Permitted acts

          Before  Completion,  a  Cordiant  Party or any  Group  Company  may do
          anything:

          (a)  contemplated in this agreement or any other Transaction  Document
               (including as contemplated in the Reorganisation Agenda);

          (b)  to reasonably and prudently respond to an emergency,  disaster or
               unexpected situation (including a situation giving rise to a risk
               of personal injury or damage to property);

          (c)  which is  necessary  for a Group  Company  to meet  its  legal or
               contractual obligations;

          (d)  first  approved by the Funds in writing,  such approval not to be
               unreasonably withheld or delayed;

          (e)  to comply with an  obligation  under any  agreement to which such
               entity is a party to make distributions to its shareholders;

          (f)  to pay the Cordiant UK authorised  bonus payments to employees in
               relation to the year ended 31 December  2002  provided for in the
               Accounts; or

          (g)  to  continue to operate the cash  pooling  arrangements  in place
               between the Group and the Cordiant  Parties provided that no more
               than  $41,000,000  is provided to Cordiant UK under such  pooling
               arrangements; and

          (h)  to  enter  into the  MarketForce  Sale  Agreement  and to pay the
               proceeds received at completion of the MarketForce Sale Agreement
               Bates  Worldwide,  Inc.  (or any  other  Related  Corporation  of
               Cordiant UK) if  completion  of the  MarketForce  Sale  Agreement
               occurs prior to Completion,  in accordance  with the terms of the
               MarketForce Proceeds Agreement.

     3.4  Period after Completion

          (a)  The parties  agree that in the period to 30 June 2003 none of the
               following  actions  will take place,  without  the prior  written
               consent of Cordiant UK:

               (1)  the  payment  of  dividends  to the  Company  such  that the
                    aggregate  of all  dividends  received by the Company in the
                    financial year ending 30 June 2003 exceeds $1,000,000;

               (2)  a transfer of shares by the Company for consideration  other
                    than the book value of such shares;

               (3)  the  provision  of an  intra-group  loan by the Company such
                    that the amount  outstanding in relation to all  intra-group
                    loans made by the Company  exceeds  $20,000,000 or such that
                    the total annual  interest  receivable by the Company in the
                    financial year ending 30 June 2003 will exceed $1,000,000;

                                       20
<PAGE>

               (4)  the  payment or receipt of any  management  charge  from the
                    Company  to a  subsidiary  of  the  Company  such  that  the
                    aggregate of all management  charges made or received by the
                    Company in the  financial  year ending 30 June 2003  exceeds
                    $1,000,000;

               (5)  a  revaluation  of any asset which would result in a gain of
                    in excess of  $1,000,000  being  recorded  in the  Company's
                    accounts; and

               (6)  the  completion  of any other  transaction  which results in
                    income,   under  Australian  generally  accepted  accounting
                    principles, in the financial year ending 30 June 2003, which
                    is not  subject  to Tax  (including  where  such  income  is
                    sheltered  from Tax by the transfer of Tax losses from other
                    Group Companies), of the Company in excess of $1,000,000.

          (b)  The parties  must ensure that the Company and each Group  Company
               submits the tax returns for the years ended 31 December  2001 and
               31 December  2002 of each such  entity as soon as possible  after
               the  date of this  agreement  and in any  event  prior to 15 July
               2003. In addition, the parties agree that, unless Cordiant UK and
               PEP agree otherwise,  KPMG will be retained to continue to act as
               the tax agent for the Group in  respect of the  periods  ended 31
               December 2001, 31 December 2002 and 30 June 2003.

          (c)  The  parties  must  ensure  that each Group  Company  changes its
               current year end for accounting purposes from 31 December 2003 to
               30  June  2003,  as  soon  as  possible  after  the  date of this
               agreement.

          (d)  The Funds and the  Investor  agree  that  they will  prepare  the
               consolidated  profit and loss statement and consolidated  balance
               sheet of the Group for the 6 month period ending 30 June 2003, as
               soon as is reasonably possible following 30 June 2003.

          (e)  The  parties  must  ensure  that  no  choice  to   consolidate  a
               consolidatable  group  under  section  703-50 of the  Income  Tax
               Assessment  Act 1997 is made,  and no other action  taken,  which
               would have the effect of forming a consolidated group (within the
               meaning of Division  703 of that Act) of which any Group  Company
               is a member with effect from a date on or before 30 June 2003.

--------------------------------------------------------------------------------
4    Warranties

     4.1  The Funds warranties and the Trust Warranty and the PEP representation

          (a)  The Funds  represent  and warrant to Cordiant UK that each of the
               warranties  set  out in  schedule  7 is,  at  the  date  of  this
               agreement, and on the Completion Date will be, true and correct.

          (b)  PEP  represents  to Cordiant UK that to the best of its knowledge
               and  belief  there  is no  reason  to  believe  that  any  of the
               conditions  to the  draw  down  by  the  Investor  of  the  funds
               necessary  for it to carry out the matters

                                       21
<PAGE>

               contemplated by this agreement under the Facility  Documents will
               not be satisfied on or before the Completion Date.

          (c)  The Trust represents and warrants to Cordiant UK and to the Funds
               that each of the warranties set out in schedule 13 is at the date
               of this  agreement,  and on the Completion Date will be, true and
               correct.

          (d)  Except to the  extent of the  Trust's  breach of trust,  fraud or
               negligence  the  Trust  is not  liable  to any  other  party to a
               greater  extent than the extent to which it is entitled to be and
               is in fact indemnified out of the property of the TCG Trust.

     4.2  Warranties

          Subject to the  qualifications  and  limitations  in this clause 4 and
          clause 5,  Cordiant UK  represents  and warrants to the Investor  that
          each of the Warranties is, at the date of this  agreement,  and on the
          Completion Date will be, true and correct.

     4.3  Awareness

          Where the  Warranties  are  qualified by  reference  to Cordiant  UK's
          knowledge,  awareness or belief, the Investor  acknowledges and agrees
          that  Cordiant  UK's  knowledge,  awareness  and  belief is limited to
          matters within the actual  knowledge of the following  persons (having
          made the enquiries specified in schedule 10):

          (a)  Andy Boland;

          (b)  Nathan Runnicles;

          (c)  Michael J Kopcsak;

          (d)  Andy Bigham;

          (e)  Ian Smith;

          (f)  David Murray;

          (g)  Jenny Bridge;

          (h)  Alex Hamill;

          (i)  Anthony Phillips;

          (j)  Douglas Nicol;

          (k)  Jane Neale;

          (l)  Anne Parsons; and

          (m)  Gavin Partridge.

     4.4  Application of Warranties

          Each of the Warranties:

          (a)  remains in full force and effect after Completion; and

          (b)  is separate  and  independent  and is not limited by reference to
               any other Warranty or any other provision in this agreement.

                                       22
<PAGE>

     4.5  Disclosure undertaking

          Prior to  Completion,  the Cordiant  Parties  undertake to disclose as
          soon  as  practicable  in  writing  to PEP  anything  which  is or may
          constitute a breach of or be  inconsistent  with any of the Warranties
          when it comes to the notice of either of them.

     4.6  Indemnity

          Subject  to the  qualifications  and  limitations  in clauses 4 and 5,
          Cordiant UK indemnifies  the Investor from all Loss which the Investor
          suffers or incurs  arising out of or in connection  with any breach of
          the Warranties.

     4.7  No reliance

          (a)  The Investor acknowledges and agrees that:

               (1)  review:  it has entered into this agreement after inspection
                    of the Data Room  Documentation  and that it is aware of the
                    information referred to in clause 4.9(c);

               (2)  prior  statements:  any  statement,   representation,  term,
                    conduct, warranty,  condition,  promise or undertaking made,
                    given,   implied  or  agreed  to  by   Cordiant  UK  or  any
                    representative or adviser of Cordiant UK in any negotiation,
                    arrangement,  understanding,  discussion,  correspondence or
                    agreement has no effect  except to the extent  expressly set
                    out in this agreement;

               (3)  reliance:   except  for  the   Warranties,   no   statement,
                    representation  or  other  conduct  of  Cordiant  UK or  any
                    representative  or adviser of Cordiant UK has been relied on
                    by it or has  induced  or  influenced  it to enter into this
                    agreement; and

               (4)  statutory rights: to the maximum extent permitted by law, it
                    waives  any right to make and  agrees  not to make any claim
                    against  Cordiant UK or any Related  Corporation of Cordiant
                    UK or any of their  representatives  or  advisers  under the
                    Corporations  Act, the Trade  Practices Act 1974 (Cth),  the
                    Australian  Securities and  Investments  Commission Act 2001
                    (Cth) or similar  provisions in  legislation of any state or
                    territory.

          (b)  The Trust,  each Fund and each  Manager  acknowledges  and agrees
               that:

               (1)  no statement, representation or other conduct of Cordiant UK
                    or any  representative  or adviser of  Cordiant  UK has been
                    relied on by any such  person or has  induced or  influenced
                    any such person to enter into this agreement; and

               (2)  to the maximum  extent  permitted by law, that person waives
                    any right to make and agrees  not to make any claim  against
                    Cordiant UK or any Related Corporation of Cordiant UK or any
                    of their  representatives or advisers under the Corporations
                    Act,  the Trade  Practices  Act 1974 (Cth),  the  Australian
                    Securities  and  Investments  Commission  Act 2001  (Cth) or
                    similar provisions in legislation of any state or territory.

                                       23
<PAGE>

          (c)  PEP (on its own  behalf  and not on behalf  of any  other  party)
               acknowledges  and agrees that to the maximum extent  permitted by
               law, it waives any right to make and agrees not to make any claim
               whatsoever  against  Cordiant  UK or any Related  Corporation  of
               Cordiant  UK or any  of  their  representatives  or  advisers  in
               relation to or in any way connected with the matters contemplated
               by this agreement.

     4.8  Monetary and time limitations

          The Investor's right to make a Warranty Claim is limited as follows:

          (a)  timing: Cordiant UK is not liable to the Investor in respect of a
               Warranty Claim unless:

               (1)  in the case of a Warranty Claim other than one which relates
                    to a Tax Warranty,  the Investor has given written notice to
                    Cordiant UK setting out the details of the claim in question
                    within 18 months after the Completion Date; or

               (2)  in the  case of a  Warranty  Claim  which  relates  to a Tax
                    Warranty,  the Investor has given written notice to Cordiant
                    UK setting out  details of the claim in question  within the
                    Limitation Period;

          (b)  thresholds:  Cordiant UK is not liable to the Investor in respect
               of a Warranty Claim unless:

               (1)  the amount  finally  agreed or  adjudicated to be payable in
                    connection with that Warranty Claim exceeds $250,000; and

               (2)  the aggregate amount finally  adjudicated or agreed as being
                    payable  in  respect  of all  Warranty  Claims  which may be
                    recovered  under clause  4.8(b)(1)  exceeds  $1,500,000,  in
                    which case the Investor may claim the whole amount; and

          (c)  maximum:  the maximum  aggregate  amount  which the  Investor may
               recover from the  Cordiant UK in respect of all  Warranty  Claims
               and in respect of the Tax Indemnity Deed is $61,150,000.

     4.9  Disclosures

          Each  Warranty  is subject  to, and no  Warranty  Claim may be made in
          respect of, any fact, matter or circumstance:

          (a)  provided for in or  contemplated  by this  agreement or any other
               Transaction Document;

          (b)  fairly  disclosed in Data Room  Documentation  or the  Disclosure
               Letter;

          (c)  fairly disclosed in the written  correspondence  (including email
               correspondence)  from a Cordiant  Party or a Group  Company or an
               adviser of any such party to PEP or an adviser of PEP; or

          (d)  disclosed  on any  public  record  kept by ASIC or any trade mark
               registry in Australia.

                                       24
<PAGE>

     4.10 Further limitations

          Cordiant UK is not liable for any Claim and neither the  Investor  nor
          any other party may make any Claim, to the extent that:

          (a)  the  Claim  is  made  good,  offset  (including  as a  result  of
               expenditure being tax deductible) or compensated for by any other
               means to the  Investor  or a Group  Company,  including  any Loss
               which is recoverable  (net of any tax payable) by the Investor or
               any member of the Group under a policy of insurance;

          (b)  a provision, reserve or accrual has been made in the Accounts for
               any fact, matter or circumstance on which the Claim is based;

          (c)  the Claim arises or is increased as a result of anything  done or
               not done after the Completion Date by the Funds,  the Investor or
               any Group Company or any person acting,  or purporting to act, on
               their  behalf,  except an act done or omission  made  pursuant to
               this agreement;

          (d)  the Claim arises as a result of:

               (1)  the enactment or amendment of any  legislation or regulation
                    (including   legislation   or   regulation   which   has   a
                    retrospective  effect  or any  increase  in the rates of Tax
                    announced after the date of this agreement);

               (2)  a change in the judicial interpretation of any law; or

               (3)  a change in the  administrative  practice of any  Government
                    Agency,

               after the date of this agreement;

          (e)  the matter giving rise to the Claim is remediable  and, within 30
               Business  Days  after  receiving  written  notice  of the  Claim,
               Cordiant UK remedies the matter;

          (f)  the Claim relates to a liability that is  contingent,  unless and
               until the  liability  becomes an actual  liability and is due and
               payable; or

          (g)  recovery  (less  any  reasonable  costs)  has  been  made  by the
               Investor or the relevant  Group  Company  under the Tax Indemnity
               Deed in respect of the same subject matter.

     4.11 Tax limitations

          Without  limiting any other  clauses of this clause 4,  Cordiant UK is
          not liable for any Claim and the Investor  must not bring any Claim to
          the extent that:

          (a)  the Claim arises from a failure by the Funds, the Investor or any
               member of the Group to make any  claim,  election,  surrender  or
               disclaimer  or give any notice or  consent or do any other  thing
               after Completion;

          (b)  where the Claim  relates to a breach of a Tax  Warranty,  the Tax
               the subject of the Claim would not have arisen but for any change
               in  ownership  of the  Investor or the Group  Companies  or other
               restructure  of the Business or the Group on or after  Completion
               or any  change  in  the  accounting  policy  or  practice  of the
               Investor or of the Group Companies after Completion; or

                                       25
<PAGE>

          (c)  the  Claim  arises  out of the  cessation  or  alteration  of the
               Business after Completion.

     4.12 Remedies

          The  Investor's  sole  remedy for breach of any of the  Warranties  is
          damages in  accordance  with (and  subject to) this clause 4 and in no
          event is the Investor entitled to rescind this agreement for breach of
          a Warranty.

     4.13 Right to reimbursement

          (a)  The Investor must reimburse to Cordiant UK an amount equal to any
               amount  paid by  Cordiant  UK in  respect  of any Claim  which is
               subsequently  recovered  by or paid to the Investor or any member
               of the  Group  (net  of any  tax  payable)  by  any  third  party
               (including any insurer).

          (b)  Any money paid in respect of an assessment of Tax by or on behalf
               of a Group Company in respect of a period before  Completion must
               be paid to Cordiant UK if repaid by the Government  Agency to the
               Investor or any Group Company following Completion.

     4.14 Mitigation

          (a)  The Investor must ensure that all reasonable  steps are taken and
               all reasonable  assistance is given to avoid or mitigate any Loss
               in respect of any Claim or possible Claim.

          (b)  Without limiting clause 4.14(a), the Investor must take all steps
               reasonably  available to them to minimise  any Tax which  relates
               (in  whole or in part) to  transactions  or events  occurring  or
               deemed  to occur or  income  or gains  derived  or  deemed  to be
               derived  or  expenditure  or  losses  incurred  or  deemed  to be
               incurred on or before the Completion  Date,  including taking the
               benefit of any relief, allowance, credit or deduction.

     4.15 Insurance

          The Investor and the Managers  must ensure that the Group has in place
          from Completion,  valid insurance cover in respect of the Business for
          the period to Completion, of an amount and on terms no less favourable
          than  the  insurance  maintained  in  respect  of the  Group  prior to
          Completion (the "Pre-Completion Policies") and the Investor, the Funds
          and the Managers must ensure that such insurance  provides coverage in
          respect of any claim made in  respect  of the Group  which  would have
          been covered by the Pre-Completion Policies had it been notified prior
          to Completion.

     4.16 Acknowledgment

          The  Investor and the Funds  acknowledge  that at the time of entering
          into  this  agreement,  they are not  aware  of any  fact,  matter  or
          circumstance  that could be considered  reasonably likely to give rise
          to a Claim.

                                       26
<PAGE>

     4.17 Payments

          If in respect of or in connection  with any Warranty  Claim any amount
          payable to the  Investor  by the  Cordiant  Parties is subject to Tax,
          such additional  amounts shall be paid to the Investor by the Cordiant
          Parties so as to ensure that the net amount  received by the  Investor
          is  equal  to the full  amount  payable  to the  Investor  under  this
          agreement.

     4.18 Effect of Payment

          A payment in relation to a Claim under this  Agreement will be, to the
          extent possible, an adjustment to the Purchase Price for each share.

--------------------------------------------------------------------------------
5    Conduct of Claims

     5.1  Notification of Claims

          If the Funds, the Investor or any member of the Group becomes aware of
          any  circumstances  which  constitute or are likely  (whether alone or
          with any  other  circumstances  or with the  passage  of time) to give
          grounds  for a Claim,  the  Investor  must (and must  cause each Group
          Company to):

          (a)  notice: provide to Cordiant UK as soon as reasonably possible and
               in any event  within 10 Business  Days of becoming  aware of such
               circumstances,  notice  of the  circumstances  and the  Claim  or
               potential Claim,  setting out reasonable details as then known to
               the Funds, the Investor and the Group. The Investor must also, on
               an on-going  basis,  keep  Cordiant  UK informed of all  material
               developments in relation to the matter;

          (b)  mitigation:  take  all  reasonable  steps,  and  ensure  that any
               relevant  Group Company takes all reasonable  steps,  to mitigate
               any Loss which may give rise to a Claim; and

          (c)  access:  without  prejudice  to the  validity of any Claim,  give
               Cordiant UK and its advisers reasonable access to:

               (1)  the employees of any Group Company; and

               (2)  the  documents,  records  and  accounts  of the  Funds,  the
                    Investor and the Group,

               during  normal  business  hours (and  permit  Cordiant UK and its
               advisers to take copies of any documents, records or accounts) to
               enable  Cordiant  UK  and  its  advisers  to  obtain  information
               relating to the Claim or potential Claim.

     5.2  Conduct of Claims

          (a)  Following  receipt of a notice under clause 5.1(a) which involves
               a Third Party  Claim,  Cordiant UK may, by written  notice to the
               Investor,  assume the  conduct of the  defence of the Third Party
               Claim.

                                       27
<PAGE>

          (b)  The  Funds and the  Investor  must  ensure  that the  Funds,  the
               Investor and each member of the Group:

               (1)  does not  accept,  compromise  or pay any  claim or  demand,
                    agree  to   arbitrate,   compromise   or  settle  any  legal
                    proceedings or make any admission or take any action,  which
                    may in any way  prejudice  the defence or  challenge  of the
                    Third  Party  Claim  without  Cordiant  UK's  prior  written
                    approval (which approval may not be unreasonably withheld or
                    delayed);

               (2)  takes any action,  executes any  documents  and provides any
                    assistance   Cordiant  UK  reasonably   requires  to  avoid,
                    contest,  compromise  or defend any  claim,  demand or legal
                    proceedings  relating  to the Third Party  Claim,  including
                    providing  witnesses and  documentary  or other evidence and
                    allowing  Cordiant  UK and its  advisers to inspect and take
                    copies of all relevant documents, records and accounts.

          (c)  Cordiant  UK is not  liable  to the  Investor  for any  Claim  in
               respect of which the Funds or the  Investor  do not  comply  with
               this clause 5.2.

     5.3  Access to information

          The  Investor  must give to  Cordiant UK and its  advisers  reasonable
          access to documents,  records and accounts of the Group, during normal
          business hours (and permit Cordiant UK and its advisers to take copies
          of any documents,  records or accounts) in respect of any period,  any
          part of which  is  before  the  Completion  Date,  where  Cordiant  UK
          requires  such  information  to  complete  any Tax return or lodge any
          document with a Governmental Agency. The Investor must procure (to the
          extent that they are able) that the Group  provides to Cordiant UK all
          such  assistance  and access as the Investor  commits to provide under
          this clause 5.3.

6    Announcements
--------------------------------------------------------------------------------

     6.1  Legal requirements

          A  party  may  disclose  anything  in  respect  of this  agreement  as
          required:

          (a)  by applicable law; or

          (b)  by the requirements of any recognised stock exchange on which its
               shares or the shares of any Related Corporation are listed;

          but to the extent  possible,  it must consult  with the other  parties
          before making the disclosure and use reasonable endeavours to agree on
          the form and content of the disclosure.

     6.2  Disclosure to officers and professional advisers

          A party may  disclose  anything  in respect of this  agreement  to the
          officers,  employees,  consultants,  advisers and  financiers  of that
          party and its Related Corporations but it must use its best endeavours
          to ensure all matters disclosed are kept confidential.

                                       28
<PAGE>

     6.3  Further publicity

          Subject to clauses 6.1 and 6.2:

          (a)  no party may disclose the provisions of this agreement unless the
               other parties have first consented in writing; and

          (b)  each party must ensure that its directors,  officers,  employees,
               agents and advisers comply in all respects with this clause 6.

     6.4  Agreed announcement

                  After this agreement has been signed, the parties must make an
                  announcement to the media in a form agreed between them, it
                  being agreed that the announcement will be made to coincide
                  with the opening of the London Stock Exchange on the first
                  Business Day following signing of this agreement and not
                  before such time.

--------------------------------------------------------------------------------
7    Duties, costs and expenses

     7.1  Duties

          (a)  Subject to clause 7.1(c),  the Funds,  the Trust and the Managers
               must pay any  Duty in  respect  of the  execution,  delivery  and
               performance of:

               (1)  this agreement;

               (2)  any Transaction Document; and

               (3)  any agreement or document  entered into or signed under this
                    agreement or any other Transaction Document.

          (b)  Subject to clause 7.1(c),  the Funds,  the Trust and the Managers
               indemnify  the  Investor  and the  Cordiant  Parties for any Loss
               suffered  or incurred  by the  Investor or a Cordiant  Party as a
               consequence  of a failure by the Funds to pay any Duty in respect
               of:

               (1)  this agreement;

               (2)  any Transaction Document; and

               (3)  any agreement or document  entered into or signed under this
                    agreement or any other Transaction Document.

          (c)  The obligations on the Funds, the Trust and the Managers pursuant
               to clause  7.1(a) and 7.1(b) do not extend to any Duty payable in
               respect  of any of  the  steps  taken  under  the  Reorganisation
               Agenda,   in  respect  of  the   transactions   taken  under  the
               Reorganisation Agreements or in respect of any transactions taken
               under the MarketForce Proceeds Agreement.

     7.2  Costs and expenses

          (a)  At  Completion,  the  Investor  must  pay the  reasonable  costs,
               expenses  and  disbursements  which are  invoiced  by the  legal,
               accounting  and tax  advisers  of the  Funds and  Cordiant  UK in
               respect of the review,  negotiation,  execution and completion of
               any Transaction  Document or


                                       29
<PAGE>

               other  agreement or document  which is prepared,  entered into or
               signed  in  connection  with any  Transaction  Document  (up to a
               maximum of  $1,000,000  in the case of Cordiant UK) except to the
               extent  that such costs are  unusual  or unique  such as costs in
               respect of  internal  structuring  and tax  advice  which are not
               standard deal fees.

          (b)  At  Completion,  the  Investor  must  pay the  reasonable  costs,
               expenses  and  disbursements  which  are  invoiced  by the  legal
               adviser  representing the Trust and the Managers  collectively in
               respect of the review,  negotiation,  execution and completion of
               this agreement except to the extent that such costs,  expenses or
               disbursements  relate  to  a  Manager's   individual   investment
               structuring  issues  or to a  matter  specific  to an  individual
               Manager.

          (c)  Subject to sub-clauses (a) and (b) above, each party must pay its
               own costs  incurred in connection  with and in  contemplation  of
               this agreement.

     7.3  Costs of performance

          Any action to be taken by a party in performing its obligations  under
          this  agreement  must be taken at that  party's  own cost and  expense
          unless otherwise provided in this agreement.

--------------------------------------------------------------------------------
8    GST

     8.1  Interpretation

          In this clause 8, a word or expression defined in the A New Tax System
          (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in
          that Act.

     8.2  GST gross up

          If a party makes a supply under or in connection  with this  agreement
          in respect of which GST is payable,  the  consideration for the supply
          but  for  the   application   of  this   clause  8.2  (GST   exclusive
          consideration)  is increased  by an amount equal to the GST  exclusive
          consideration multiplied by the rate of GST prevailing at the time the
          supply is made.

     8.3  Reimbursements

          If a party must reimburse or indemnify  another party for a loss, cost
          or  expense,  the  amount to be  reimbursed  or  indemnified  is first
          reduced by any input tax credit the other party is entitled to for the
          loss,  cost or expense,  and then increased in accordance  with clause
          8.2.

     8.4  Tax Invoice

          A party need not make a payment for a taxable  supply made under or in
          connection with this agreement until it receives a tax invoice for the
          supply to which the payment relates.

                                       30
<PAGE>

--------------------------------------------------------------------------------
9    General

     9.1  Notices

          (a)  Any notice or other communication  including, but not limited to,
               any request,  demand,  consent or  approval,  to or by a party to
               this agreement:

               (1)  must be in legible writing and in English addressed as shown
                    below:

                    (A)  if to Cordiant UK or Cordiant Australia

                         Address:   1-5 Midford Place, London W1T 5BH, United
                                      Kingdom
                         Attention: Mr A Boland
                         Facsimile: 0011 44 207 706 3820;
                         Copy to:   A Donald
                                    Freehills
                                    MLC Centre
                                    19-29 Martin Place
                                    Sydney  NSW  2000
                                    Facsimile:        (02) 9322 4000

                    (B)  if to the PEP Funds

                         Address:   Level 36, Chifley Tower
                                    2 Chifley Square
                                    Sydney, New South Wales 2000
                         Facsimile: (02) 9231 2804
                         Attention: Tim Sims;
                         copy to:   P. Kapp
                                    Minter Ellison
                                    88 Phillip Street
                                    Sydney  NSW  2000
                                    Facsimile: (02) 9921 8123

                    (C)  if to the Bain Funds

                         Address:   111 Huntington Avenue,
                                    Boston, Massachusetts 02199
                                    United States of America
                                    Attention: Stephen Zide

                        Copy to:    Ropes & Gray
                        Address:    One International Place
                                    Boston MA 02110
                        Facsimile:  +617 951 7050
                        Attention:  Raj Marphatia

                                       31
<PAGE>

                    (D)  if to the  Managers to the address  set  opposite  such
                         persons names in schedule 4;

                    (E)  if to The Communications Group Holdings Pty Ltd

                        Address:    c/- 35 Clarence Street Sydney, NSW 2000
                        Facsimile:  02 9778 7585
                        Attention:  Ian Smith,
                        Copy to:    The PEP Funds, the Bain Funds and
                                    Cordiant UK;

                    (F)  if to the Trust

                        Address:    c/- 35 Clarence Street Sydney, NSW 2000
                        Facsimile:  02 9778 7585
                        Attention:  Ian Smith,

                    or as specified to the sender by any party by notice;

               (2)  where the sender is a company,  must be signed by an officer
                    or under the common seal of the sender;

               (3)  is regarded as being given by the sender and received by the
                    addressee:

                    (A)  if  by  delivery  in  person,  when  delivered  to  the
                         addressee;

                    (B)  if by  facsimile  transmission,  whether or not legibly
                         received, 30 minutes after transmitted to the addressee
                         (as evidenced by a satisfactory transmission report),

                    but if the  delivery  or  receipt is on a day which is not a
                    Business  Day or is after 4.00 pm  (addressee's  time) it is
                    regarded as received  at 9.00 am on the  following  Business
                    Day; and

               (4)  can be relied upon by the addressee and the addressee is not
                    liable  to any other  person  for any  consequences  of that
                    reliance if the addressee believes it to be genuine, correct
                    and authorised by the sender.

          (b)  A  facsimile  transmission  is  regarded  as  legible  unless the
               addressee   telephones  the  sender  within  2  hours  after  the
               transmission  is received or  regarded as received  under  clause
               9.1(a)(3) and informs the sender that it is not legible.

          (c)  In  this  clause  9.1,  reference  to  an  addressee  includes  a
               reference to an addressee's officers, agents or employees.

     9.2  Governing law and jurisdiction

          (a)  This agreement is governed by the laws of New South Wales.

          (b)  Each party irrevocably submits to the non-exclusive  jurisdiction
               of the courts of New South Wales.

                                       32
<PAGE>

     9.3  Prohibition or enforceability

          (a)  Any  provision of, or the  application  of any provision of, this
               agreement  which is  prohibited in any  jurisdiction  is, in that
               jurisdiction, ineffective only to the extent of that prohibition.

          (b)  Any  provision  of, or the  application  of any provision of this
               agreement,  which  is  void,  illegal  or  unenforceable  in  any
               jurisdiction   does  not  affect  the   validity,   legality   or
               enforceability of that provision in any other  jurisdiction or of
               the remaining  provisions of this  agreement in that or any other
               jurisdiction.

          (c)  The  application  of this  clause 9.3 is not limited by any other
               provision  of  this   agreement  in  relation  to   severability,
               prohibition or enforceability.

     9.4  Waivers

          (a)  Waiver  of any  right,  power,  authority,  discretion  or remedy
               arising upon a breach of or default under this  agreement must be
               in writing and signed by the party granting the waiver.

          (b)  A failure or delay in exercise,  or partial exercise, of a right,
               power,  authority,  discretion or remedy arising from a breach of
               or default under this  agreement,  does not result in a waiver of
               that right, power, authority, discretion or remedy.

          (c)  A party is not  entitled  to rely on a delay in the  exercise  or
               non-exercise of a right, power,  authority,  discretion or remedy
               arising  from a breach of this  agreement  or default  under this
               agreement  as  constituting  a  waiver  of  that  right,   power,
               authority, discretion or remedy.

          (d)  This clause may not itself be waived  except by writing  executed
               by the party granting the waiver.

     9.5  Variation

          A  variation  of any term of this  agreement  must be in  writing  and
          executed by each of the parties.

     9.6  Cumulative rights

          The rights, powers, authorities,  discretions and remedies arising out
          of or under this agreement are cumulative and do not exclude any other
          right, power, authority, discretion or remedy of the parties.

     9.7  Non-merger and survival of Warranties

          (a)  Neither the Warranties, nor any other provision of this agreement
               merges on Completion.

          (b)  The Warranties survive Completion of this agreement.

     9.8  Survival

          Clauses 6, 7 and this clause 9 survive termination of this agreement.

                                       33
<PAGE>

     9.9  Further assurances

          Each party must do all things,  and  execute  all  further  documents,
          necessary to give full effect to this  agreement  and the  transaction
          contemplated by this agreement.

     9.10 Entire agreement

          (a)  Other  than the  letter  dated the same  date as this  agreement,
               between  PEP and  Cordiant  UK, in relation to clause 2.1 of this
               agreement (Clause 2.1 Letter), this agreement embodies the entire
               agreement  between the parties with respect to the subject matter
               of  this  agreement  and   supersedes   any  prior   negotiation,
               arrangement,  understanding  or  agreement  with  respect  to the
               subject matter or any term of this agreement.

          (b)  Any statement, representation, term, warranty, condition, promise
               or undertaking made, given or agreed to in any prior negotiation,
               arrangement,   understanding   or   agreement,   other  than  the
               undertakings made in the Clause 2.1 Letter,  has no effect except
               to the extent  expressly set out or  incorporated by reference in
               this agreement.

     9.11 Third party rights

          No person other than the Investor,  the Company, the Cordiant Parties,
          PEP, the Funds,  the Trust and the Managers has or is intended to have
          any right,  power or remedy or derives  or is  intended  to derive any
          benefit under this agreement.

     9.12 Counterparts

          (a)  This agreement may be executed in any number of counterparts.

          (b)  All counterparts, taken together, constitute 1 instrument.

          (c)  A party may execute this agreement by signing any counterpart.

     9.13 Assignment

          None of the  parties may assign or  transfer,  or purport to assign or
          transfer,  any of its  rights or  obligations  under  this  agreement,
          except that the Investor  may, to enable a financial  institution  (or
          any agent or trustee thereof) providing  financing or other facilities
          to the Investor to enforce its security, assign or transfer any of the
          rights or obligations under this agreement to a third party.

     9.14 Attorneys

          Each  of the  attorneys  executing  this  agreement  states  that  the
          attorney  has no notice  of the  revocation  of the power of  attorney
          appointing that attorney.

                                       34
<PAGE>
--------------------------------------------------------------------------------
Schedule 1 - Warranties
          In these warranties:

          Environment  means the  physical  factors  of the  surrounds  of human
          beings including the land, waters, atmosphere, climate, sound, odours,
          place,  the  biological  factors of animals  and plants and the social
          factors of aesthetics.

          Environmental Law means a law regulating or otherwise  relating to the
          Environment  including,   without  limitation,   land  use,  planning,
          pollution  of the  atmosphere,  water or land  waste,  the storage and
          handling of chemicals,  Hazardous  Substances,  or any other aspect of
          protection of the Environment.

          Hazardous Substance means any substance which is or may be, hazardous,
          toxic,   dangerous   or   polluting  or  which  is  regulated  by  any
          Environmental Law.

          For the purpose of this  schedule 1 a reference to Group  Companies or
          Subsidiaries  means a Group  Company or a Subsidiary  other than Blood
          Sweat and Tears Creative  Communications Pty Ltd, Patts Consulting Pty
          Ltd, HMA Blaze Pty Ltd and HMA Blaze (Brisbane) Pty Ltd.

--------------------------------------------------------------------------------
1    Shares and capital

     1.1  Title

          The Cordiant Parties are the legal and beneficial owners of the shares
          set  against  their name in the table  below.  The shares in the table
          below are the only issued shares in the Company.  The Cordiant Parties
          hold the following shares:
<TABLE>
<CAPTION>
          --------------------------------------------- ----------------------------------------------------
                            Shareholder                                   Number of Shares
          --------------------------------------------- ----------------------------------------------------
          <S>                                           <C>
          Cordiant UK                                   Series A - 29,205,560
          --------------------------------------------- ----------------------------------------------------
          Cordiant Australia                            Series A - 8,344,440
          --------------------------------------------- ----------------------------------------------------
          Cordiant Australia                            Series B - 12,450,000
          --------------------------------------------- ----------------------------------------------------
          Cordiant UK                                   Redeemable Preference Shares - 358
          --------------------------------------------- ----------------------------------------------------
</TABLE>
     1.2  Consents

          The Cordiant  Parties have full power to enter into and perform  their
          respective obligations under this agreement without the consent of any
          other  person  and free of any  pre-emptive  rights or rights of first
          refusal or any other such rights  that may  restrict  the  transfer or
          issue of Company Shares to the Investor.

     1.3  Fully paid

          The shares  listed in paragraph  1.1of this  schedule 1 are fully paid
          and no money is  owing in  respect  of  them.  The  shares  listed  in
          paragraph  1.1 of this  schedule 1 are all of the issued shares in the
          capital of the Company and were validly issued by the Company.

                                       35
<PAGE>

     1.4  Issues of other securities

          None of the Group Companies is under any obligation to issue or allot,
          and no Group  Company has granted any person the right to call for the
          issue or allotment of any shares or other  securities  of the relevant
          Group Company at any time.

     1.5  No legal impediment

          The execution,  delivery and  performance  by the Cordiant  Parties of
          this agreement complies with:

          (a)  each law, regulation,  authorisation, ruling, judgement, order or
               decree of any Governmental Agency;

          (b)  any Security  Interest or document  which is binding on either of
               the Cordiant Parties; and

          (c)  the constitution or other  constituent  documents of the Cordiant
               Parties.

     1.6  Authorisations

          The Cordiant  Parties have taken all necessary action to authorise the
          execution,  delivery and  performance  of this agreement in accordance
          with its terms.

     1.7  Security Interests

          Neither of the Cordiant  Parties has, other than as fully disclosed in
          the  Disclosure  Letter,  granted  or  created,  or agreed to grant or
          create,  any Security  Interest in respect of the Company Shares being
          transferred, bought-back or issued under this agreement.

--------------------------------------------------------------------------------
2    Authority

     2.1  Corporate existence

          Each Group Company:

          (a)  has the power to own its assets and carry on its  business  as it
               is now being conducted; and

          (b)  is  registered  and  validly  existing  under  the  laws  of  its
               jurisdiction of incorporation.

     2.2  Compliance with constituent documents

          As far as Cordiant  UK is aware,  the  business  affairs of each Group
          Company have been conducted in accordance with the constitution of the
          Group Company.

     2.3  Directors and shareholders

          The  directors  and  shareholders  of each Group Company are listed in
          Schedule 11 and these  reconcile  with the  statutory  records of each
          Group Company.

                                       36
<PAGE>

     2.4  Group Companies

          (a)  The registered  holder and beneficial  owner of all of the shares
               issued in the capital of each of the  Subsidiaries  is as set out
               in Schedule 11.

          (b)  The  Company  has  no  subsidiaries  within  the  meaning  of the
               Corporations Act other than the Subsidiaries.

          (c)  The Company  has no interest in the share  capital of any company
               other than the Subsidiaries.

--------------------------------------------------------------------------------
3    Conduct of Business

     3.1  Compliance with law

          As far as Cordiant UK is aware,  each Group  Company has complied with
          all  applicable  laws  (whether  applicable  to  the  conduct  of  the
          Business,  the use of the  Properties,  the  Employees  and the  other
          assets of the Group Companies or in any other manner).

     3.2  Authorisations

          Each  Group  Company  holds  all  necessary  material   Authorisations
          required to conduct the  Business,  use the assets of the Business and
          occupy the  Properties  and has paid all fees due in  relation to them
          and is not in breach of any conditions under them.

--------------------------------------------------------------------------------
4    Information

          (a)  Subject to paragraph (b) below, so far as Cordiant UK is aware:

               (1)  the  documents  and  information  contained in the data room
                    established  and made  available to the  Investor,  PEP, the
                    Funds  and  their   representatives   is  accurate  and  not
                    misleading in any material respect; and

               (2)  the Company or Cordiant UK has  disclosed  to the  Investor,
                    PEP or the representatives of any such party all information
                    relating to the Group that  Cordiant  UK  believes  would be
                    material to a purchaser of the Group.

          (b)  No  warranty  is  given  in  connection  with,  and  Cordiant  UK
               expresses no opinion on, any  forecast,  projection,  estimate or
               statement  of  opinion or belief  contained  in any  document  or
               information  referred  to  in  paragraph  4(a)  above  (including
               without limitation the Management Accounts).

--------------------------------------------------------------------------------
5    Accounts

          The Accounts:

                                       37
<PAGE>

          (a)  have been prepared in accordance  with the Accounting  Standards;
               and

          (b)  show a true  and  fair  view of the  financial  position  and the
               assets  and  liabilities  of  the  entities  the  subject  of the
               Accounts at the  Accounts  Date and of the income,  expenses  and
               results of the  operations  of such  entities  for the  financial
               period ended on the Accounts Date.

--------------------------------------------------------------------------------
6    Position since Accounts Date

          In the  period  between  the  Accounts  Date  and  the  date  of  this
          agreement:

          (a)  the  Business has been  conducted  in the ordinary  course in all
               material respects;

          (b)  the Group has not  disposed of any of its assets  worth more than
               $250,000 except in the ordinary course of business;

          (c)  the Group has not acquired  any assets worth more than  $250,000,
               except in the ordinary course of business;

          (d)  no  Group  Company  has  engaged  any new  employee  with  annual
               remuneration exceeding $150,000;

          (e)  no dividends or bonus issues have been declared,  made or paid by
               a Group Company;

          (f)  no Group Company has incurred or undertaken  any  liabilities  or
               obligations, except in the ordinary and usual course of business;

          (g)  except in the ordinary  and usual  course of  business,  no Group
               Company has borrowed money;

          (h)  no Group  Company has increased or agreed to increase the rate of
               remuneration or compensation payable to any of its Key Employees;

          (i)  the rights  attaching  to any shares in a Group  Company,  or any
               options  issued to acquire  shares in a Group  Company,  have not
               altered and no alteration has been made to the capital  structure
               of a Group Company;

          (j)  no Group Company has  implemented any new accounting or valuation
               method for its business, assets, property or rights;

          (k)  so far as Cordiant UK is aware, no top ten customer (as listed in
               document C 13 in the Data Room  Documentation) has indicated that
               it intends to

               (1)  cease trading with a Group Company;

               (2)  materially  alter the terms  upon  which it trades  with the
                    Group Company; and

          (l)  no loans have been made nor  bonuses  paid by a Group  Company to
               employees, nor have any advances or loan money been accepted from
               any employees.

                                       38
<PAGE>
--------------------------------------------------------------------------------

7    Management Accounts

     So far as Cordiant UK is aware,  the Management  Accounts,  in all material
     respects have been prepared with  reasonable  care and attention on a basis
     consistent  with the  management  accounts  from  which the  Accounts  were
     derived and past practices.

--------------------------------------------------------------------------------
8    Commitments

     8.1  Agreements

          There are no  agreements to which a Group Company is a party which are
          not in the Data Room:

          (a)  that are  outside  the  ordinary  course of  business  of a Group
               Company; or

          (b)  that are not on arms length terms.

     8.2  Default

          So far as Cordiant UK is aware, with respect to each contract material
          to the  business  of a Group  Company no party to the  contract  is in
          material default.

     8.3  Material Contracts

          So far as Cordiant UK is aware, the Data Room  Documentation  contains
          copies of all  contracts  which are  material to the  operation of the
          Business.

--------------------------------------------------------------------------------
9    Liabilities under asset and other sale agreements

          Other  than in  respect  of the  obligations  set out in the Data Room
          Documentation,  no Group Company will have any obligations  (actual or
          contingent) at Completion to:

          (a)  do any act, matter or thing; or

          (b)  pay any moneys under any indemnity,

          pursuant to any  agreement  entered into by that Group  Company or any
          other Group Company  before  Completion  for the sale of any business,
          shares or partnership interest.

--------------------------------------------------------------------------------
10   Assets

     10.1 Title to assets

          Each asset  (other than  intellectual  property  assets)  disclosed or
          reflected  in the  Accounts  (other than assets  disposed of since the
          Accounts Date) is:

          (a)  the absolute property of a Group Company; and

          (b)  in the possession  and control of a Group Company.

                                       39
<PAGE>

     10.2 Security Interests

          No Group Company has granted or created, or agreed to grant or create,
          any Security  Interests in respect of the assets of the Group,  except
          in the ordinary course of business.

--------------------------------------------------------------------------------
11   Intellectual Property Rights

     11.1 Ownership

          The Group  Companies  listed in column 3 of  schedule  9 own or have a
          right to use all the  trademarks and business names listed in column 1
          of schedule 9. So far as Cordiant UK is aware,  where a Group  Company
          has required a licence from a third party to use intellectual property
          of that party in the Business,  such licence has been obtained and the
          terms of such licence have been complied with.

     11.2 No infringement

          So far as Cordiant UK is aware,  no third party has alleged in writing
          to a Group Company that a Group Company has infringed or is infringing
          that party's intellectual property rights.

     11.3 Disclosure

          So  far  as  Cordiant  UK  is  aware,  no  material  trade  secret  or
          confidential information of a Group Company has been disclosed or made
          available to any person except in the ordinary course of business.

     11.4 Third Party Rights

          No  person,  other  than a Group  Company  has any right to any of the
          intellectual property rights listed in Schedule 9.

     11.5 Disclosure

          No Group  Company is currently  involved in any dispute with any third
          party in  relation  to the  intellectual  property  rights  listed  in
          Schedule 9.

     11.6 Royalty/Fees

          There are no material  royalties,  licence fees or other  similar fees
          payable  by any  Group  Company  in  connection  with  the  use of any
          intellectual property rights listed in Schedule 9.

--------------------------------------------------------------------------------
12   Properties

     12.1 Company's interest

          No Group  Company has any  interest in land except for its interest in
          the Properties.

                                       40
<PAGE>
     12.2 Occupation

          The Company or another  Group  Company has  exclusive  occupation  and
          quiet  enjoyment of the  Properties and as far as Cordiant UK is aware
          holds all easements,  rights,  interests and  privileges  necessary or
          appropriate for the conduct of the Business on the Properties.

     12.3 No notices

          No Group  Company has received  notice from any third party in respect
          of any of the Properties:

          (a)  in respect of the  compulsory  acquisition  or  resumption of any
               part of any of the Properties; or

          (b)  asserting  that the current use of the  Properties  breaches  the
               requirements of any relevant planning scheme; or

          (c)  which would be likely to have a materially  adverse effect on the
               use of the Properties in the Business as currently used,

          and,  so far as  Cordiant  UK is  aware,  no  proposal  has been  made
          requiring  material work to be done or expenditure to be made on or in
          respect of any of the Properties.

     12.4 No breach

          The  Company  has not  received  a notice of default in respect of any
          Property which remains outstanding and asserts non-compliance with the
          lease of that property.

     12.5 Disputes

          So far as  Cordiant  UK is aware,  no Group  Company is a party to any
          material   disputes,   claims  or  actions  relating  to  any  of  the
          Properties.

     12.6 Freehold Properties

          No Group Company is the registered  holder and/or  beneficial owner of
          any freehold property.

     12.7 Proposed disposal

          No Group Company is a party to any outstanding agreement to acquire or
          dispose of land or Properties or any interest in land or Properties.

     12.8 No breach

          In relation to the leases of each of the Properties (Property Leases),
          written copies of which have been provided to the Buyer, such Property
          Leases are so far as  Cordiant UK is aware,  complete in all  material
          aspects  and  there are no other  material  agreements,  documents  or
          understandings in relation to the Property Lease.

                                       41
<PAGE>

     12.9 Termination notice

          No lessor under a Property  Lease has serviced any notice to terminate
          the Property Lease.

     12.10 Assignment

          Neither   Cordiant  UK  nor  any  Group  Company  has  agreed  to  any
          assignment,  subletting,  parting  with  possession  or surrender of a
          Property Lease or any part of the property leased.

--------------------------------------------------------------------------------
13   Shareholdings and memberships

     13.1 Shareholdings

          No Group Company holds a legal or beneficial interest in any shares or
          other capital or securities  convertible  into shares or other capital
          in any other company, other than shares in another Group Company.

     13.2 Memberships

          No Group  Company  is a member of any joint  venture,  partnership  or
          unincorporated    association   (other   than   a   recognised   trade
          association).

--------------------------------------------------------------------------------
14   Employees

     14.1 Agreements

          No  Group  Company  is a  party  to  any  agreement  with a  union  or
          industrial organisation in respect of its employees.

     14.2 Payments made

          Each Group  Company has paid all amounts due and payable in respect of
          its employees other than:

          (a)  accrued superannuation payments not due; and

          (b)  accrued payments in the ordinary course of the Business.

     14.3 Industrial disputes

          No Group  Company is  currently  involved in any  material  industrial
          dispute with any Employee.

          As far as Cordiant UK is aware,  no Group  Company is in breach in any
          material respect of any written employment  contract with any Employee
          at the date of this agreement.

                                       42
<PAGE>

     14.4 Breach

          As far as Cordiant UK is aware,  no Group  Company is in breach in any
          material  respect of any employment  contract with any Employee at the
          date of this agreement.

     14.5 Employees

          Documents  E1, E2 and E4 in the Data Room  Documentation  contained  a
          complete list of the Employees as at the 2 March 2003.

     14.6 Incentive schemes

          No Group  Company  has  agreed to any share  incentive  scheme,  share
          option scheme, bonus scheme,  profit-sharing  scheme or other employee
          incentive scheme in respect of the Business or with any Employee which
          has not been fairly disclosed to the Investor.

     14.7 Management Agreement

          No Group  Company is a party to a material  agreement  with any person
          for the  provision of  consulting  services in respect of the Business
          which provides that such person is entitled to annual  remuneration of
          more than $150,000.

     14.8 Employee Disputes

          No Group Company is involved in any material dispute with any employee
          or former employee.

     14.9 Awards

          Except as set out in the Data Room Documentation, there are no awards,
          enterprise  agreements or other instruments made or approved under law
          which apply to employees of the Company.

     14.10 Directors

          Details  of all  remuneration  arrangements  with  all  directors  and
          chairmen (executive or non-executive) of all Group Companies have been
          fairly disclosed to PEP.

--------------------------------------------------------------------------------
15   Litigation

     15.1 Group not a party to any litigation

          No Group Company is:

          (a)  a party to any material investigation, prosecution or litigation;
               or

          (b)  subject to any material investigation by any Government Agency,

          in respect of the Business.

                                       43
<PAGE>

     15.2 No litigation pending or threatened

          So far as Cordiant UK is aware, no material investigation, prosecution
          or litigation referred to in warranty 15.1 is pending or threatened.

     15.3 No circumstances

          So far as Cordiant UK is aware,  there are no  circumstances  which in
          the opinion of  Cordiant UK are likely to give rise to any  proceeding
          or investigation referred to in Warranty 15.1.

--------------------------------------------------------------------------------
16   Superannuation

     All payments in respect of superannuation that the Group is required to pay
     in respect of the Employees have been paid.

--------------------------------------------------------------------------------
17   Solvency

     17.1 No liquidation or winding-up

          No Group  Company  has gone into  liquidation  or passed a  winding-up
          resolution or received a deregistration  notice under section 601AB or
          applied for  deregistration  under section  601AA of the  Corporations
          Act.

     17.2 No petition

          No petition or other  process for  winding-up  has been  presented  or
          threatened  against a Group  Company  and  there are no  circumstances
          justifying a petition or other process.

     17.3 No writ of execution

          No writ of execution has issued against a Group Company.

     17.4 No receiver

          No receiver or receiver and manager of any part of the  undertaking or
          assets of a Group Company has been appointed.

     17.5 Payment of Debts

          No Group Company:

          (a)  has stopped paying its debts as and when they fall due;

          (b)  is insolvent within the meaning of the Corporations Act; and

          (c)  is subject to  voluntary  administration  under the  Corporations
               Act.

                                       44
<PAGE>

     17.6 Liquidation

          No Cordiant Party has gone into  liquidation nor been removed from the
          companies register.

     17.7 Petition

          No petition or other  process for  winding-up  has been  presented  or
          threatened  against  either of the  Cordiant  Parties and there are no
          circumstances justifying such a petition or other process.

     17.8 Writ of execution

          No writ  of  execution  has  issued  against  either  of the  Cordiant
          Parties.

     17.9 Receiver or manager

          No receiver or statutory manager of any part of either of the Cordiant
          Parties' undertaking or assets has been appointed.

--------------------------------------------------------------------------------
18   Insurance

     18.1 Insurance

          Complete  particulars of all current  insurances and cover notes taken
          out  in  respect  of  the  Group  have  been  disclosed  to PEP or the
          representatives prior to date of this Agreement.

     18.2 Claims

          There are no outstanding  individual or related  material claims under
          the policies referred to in warranty 18.1.

     18.3 Claims

          All premiums in respect of the insurances referred to in warranty 18.1
          will have been paid prior to the Completion Date.

--------------------------------------------------------------------------------
19   Power of Attorney, offers and finder's fees

     19.1 Power of Attorney and offers

          (a)  No power of attorney  given by a Group  Company  will be in force
               after Completion.

          (b)  Any offer,  tender or quotation  made or given by a Group Company
               which is outstanding  and capable of acceptance by a third party,
               was made or given in the ordinary course of business.

                                       45
<PAGE>
     19.2 Finder's Fees

          None of Cordiant UK, a Group  Company and any Related  Corporation  of
          Cordiant UK or of a Group Company has taken any action under which any
          person  is  or  may  be  entitled  to a  finder's  fee,  brokerage  or
          commission in connection with the acquisition of any shares under this
          agreement.

--------------------------------------------------------------------------------
20   Environment

          So   far as  Cordiant  UK is  aware,  no Group  Company  has  received
               written notice that the Properties are:

          (a)  subject  to any order or notice  issued  under any  Environmental
               Law; or

          (b)  the subject of any charge in favour of any relevant environmental
               protection  authority as security for the clean-up or other costs
               under any relevant Environmental Law.

--------------------------------------------------------------------------------
21   Tax

     21.1 Records

          Each Company has maintained  proper and adequate  records to enable it
          to comply with its obligations to:

          (a)  prepare  and  submit  any  information,   notices,  computations,
               returns, declarations, elections and payments required in respect
               of any Tax Law;

          (b)  prepare any accounts necessary for the compliance of any Tax Law;
               and

          (c)  retain necessary records as required by any Tax Law.

     21.2 Returns submitted

          Each Group Company has submitted any necessary  information,  notices,
          computations,  returns,  declarations  and  elections  to the relevant
          Government  Agency  in  respect  of any Tax  relating  to  that  Group
          Company.

     21.3 Returns accurate

          Any information,  notice, computation, return, declaration or election
          which has been submitted by any Group Company to a Governmental Agency
          in respect of any Tax or Duty:

          (a)  discloses any material  facts that should be disclosed  under any
               Tax Law; and

          (b)  has been submitted on time.

     21.4 No Tax Audit

          Cordiant  UK is not aware of any  pending  or  threatened  Tax or Duty
          audit relating to a Group Company.

                                       46
<PAGE>

     21.5 No disputes

          No  Group  Company  is  currently  engaged  in any  dispute  with  any
          Governmental Agency in respect of any Tax or Duty.

                                       47
<PAGE>
--------------------------------------------------------------------------------
Schedule 2 - Investor Share Subscriptions

<TABLE>
<CAPTION>
                                                         Investor Shares      Aggregate Subscription
Subscriber                                                                            Price
<S>                                                      <C>                  <C>
TCG Nominee Pty Limited as trustee of the TCG Trust            4,425,000                  $4,425,000

Bain Pacific Associates, LLC                                  13,011,286                 $13,011,286

BCIP Associates II                                               664,821                    $664,821

BCIP Associates II-B                                             115,144                    $115,144

Pacific Equity Partners Fund I Pty Limited                     1,892,332                  $1,892,332

Pacific Equity Partners (NZ) Limited                             398,337                    $398,337

PEP Co-Investment Pty Limited                                     80,125                     $80,125

PEP Investment Pty Limited                                        62,956                     $62,956

                                                                                         $20,650,001
</TABLE>

                                       48
<PAGE>

--------------------------------------------------------------------------------
Schedule 3 - Managers

          Ian Smith

          Jane Neale

          Douglas Nicol

          Anne Parsons

          Gavin Partridge

          Anthony Phillips

          Ian Elliott

          John Fawcett

          Alex Hamill

          Martin Kellard

                                       49
<PAGE>

--------------------------------------------------------------------------------
Schedule 4 - Address details for Managers


                  The address for each Manager will be, unless such Manager
                  notifies all parties in writing of an alternative address:

                  Address:    c/- 35 Clarence Street, Sydney, NSW, 2000

                  Facsimile:  (02) 9778 7585

                                       50
<PAGE>

--------------------------------------------------------------------------------
Schedule 5 - Key Employees


          (1)  Terence Maloney

          (2)  Neta Mariakis

          (3)  Anthony Phillips

          (4)  Graham Edwards

          (5)  Anne Parsons

          (6)  Jane Neale

          (7)  Brian Craighead

          (8)  Daryl Paterson

          (9)  David Murray

          (10) David Patterson

          (11) Douglas Nicol

          (12) Richard Lazar

          (13) Jenny Bridge

          (14) Carolyn Fox

          (15) Peter Fuda

          (16) Brett Matthews

          (17) Bob Vines

          (18) Robert Drake

          (19) Tess Doughty

          (20) Bettina Choong

          (21) Kevin Mier

          (22) Mark Collis

          (23) Ian Elliot

          (24) Owen Davis

          (25) Fiona Caird

          (26) Ron Weiderman

          (27) Lynley Welsh

          (28) Martin Kellard

          (29) David Stewart

                                       51
<PAGE>

--------------------------------------------------------------------------------
Schedule 6 - Subsidiaries

          (1)  George Patterson Pty Ltd

          (2)  Patts Beyond Pty Ltd (not wholly owned)

          (3)  Zenith Media Pty Ltd

          (4)  Patts Marketing Services Pty Limited

          (5)  Expanded Media Holdings Pty Ltd

          (6)  Blood Sweat and Tears Creative Communications Pty Ltd (not wholly
               owned)

          (7)  Razor TV Pty Ltd

          (8)  Big Island International Pty Ltd (not wholly owned)

          (9)  Navigator Tourism Communications Pty Ltd

          (10) Consensus Research Pty Ltd

          (11) The Direct Bond Pty Ltd

          (12) XMPS Holdings Pty Ltd

          (13) Healthworld Communications Group Pty Ltd

          (14) Expanded Media Investments Pty Ltd

          (15) Global Scan Pty Ltd

          (16) George Patterson Properties Pty Ltd

          (17) Isis Design Pty Ltd

          (18) Jamieson House Pty Ltd

          (19) Advertising Facilities Pty Ltd

          (20) Retail One Pty Ltd

          (21) Adtown Pty Ltd

          (22) George Patterson (Brisbane) Pty Ltd

          (23) Social Shift Pty Ltd

          (24) George Patterson (Sydney) Pty Ltd

          (25) George Patterson Nominees Pty Ltd

          (26) Expanded Investments (WA) Pty Ltd

          (27) HMA Blaze Pty Ltd (not wholly owned)

          (28) HMA Blaze (Brisbane) Pty Ltd (not wholly owned)

          (29) Patts Consulting Pty Ltd (not wholly owned)

          (30) PR Dynamics Australia Pty Ltd

          (31) Patts CRM Pty Ltd

          (32) Underline:Fitch Pty Ltd

          (33) Professional Public Relations Pty Ltd (not wholly owned)

                                       52
<PAGE>

          (34) Phoenix Public Relations Pty Ltd

          (35) Professional Public Relations NZ Holdings Ltd (not wholly owned)

          (36) Professional Public Relations NZ Ltd (not wholly owned)

          (37) PR Dynamics Limited (not wholly owned)

          (38) Diem Pty Ltd

          (39) X/M Pty Ltd

          (40) The Communications Group Limited

          (41) Vision Splendid Media Pty Limited (not wholly owned)

          (42) The Media Palace Limited

                                       53
<PAGE>

--------------------------------------------------------------------------------
Schedule 7 - The Funds' Warranties

--------------------------------------------------------------------------------
1    Authority

     1.1  Authorisation and capacity

          (a)  The Funds  have  taken all  necessary  action  to  authorise  the
               execution and performance of each  Transaction  Document to which
               they are a party.

          (b)  The  Funds  have  the  power  to enter  into  and  perform  their
               obligations under each Transaction Document and can do so without
               the consent of any other person.

     1.2  No legal impediment

          The  execution,   delivery  and  performance  by  the  Funds  of  each
          Transaction Document complies with:

          (a)  each law, regulation,  authorisation, ruling, judgement, order or
               decree of any Government Agency; and

          (b)  the constitution or other constituent documents of the Funds.

--------------------------------------------------------------------------------
2    The Investor

     2.1  Existence

          The Investor:

          (a)  has the power to own its assets and carry on its  business  as it
               is now being conducted; and

          (b)  is  registered  and  validly  existing  under  the  laws  of  its
               jurisdiction  of   incorporation   and  is  not  required  to  be
               registered in any place.

     2.2  Activity

          The Investor has not traded. The Investor has no debts, liabilities or
          obligations to any party.

     2.3  Share structure

          (a)  The sole  shareholder of the Investor is Pacific Equity  Partners
               Pty Ltd. The  Investor  has issued one Investor  Share to Pacific
               Equity Partners Pty Ltd.

          (b)  The Investor is not under an  obligation  to issue or has granted
               any person the right to call for the issue of any shares or other
               securities of the Investor.

                                       54
<PAGE>

--------------------------------------------------------------------------------
Schedule 8 - Properties

(1)  George  Patterson  Pty  Limited  - lease for  levels  10 - 16, 35  Clarence
     Street, Sydney.

(2)  Professional  Public  Relations  Pty Limited - lease of premises at Russell
     Street, Bathurst.

(3)  George Patterson Pty Limited - lease for premises at 162-168 Collins Street
     Melbourne.

(4)  George  Patterson  Proprietary  Limited - lease for Level 4 Comalco  Place,
     Brisbane.

(5)  HMA Blaze Pty  Limited - lease for  premises at 378-382  Clarendon  Street,
     South Melbourne.

(6)  Zenith Media Pty Limited - lease for premises at 303 Collins St Melbourne.

(7)  Professional  Public  Relations New Zealand Limited - lease for premises at
     Pier 21 Building 11, Westhaven Drive, Westhaven.

(8)  Professional  Public Relations Pty Ltd - Sub-lease for 24-26 Kembla Street,
     Fyshwick ACT.

(9)  Zenith Media Pty Limited - leases for levels  1,2,3,4,5  and 6 at 100 Mount
     Street, North Sydney.

(10) Professional  Public  Relations Pty Limited - lease for 118 Victoria  Road,
     Rozelle.

(11) Direct  Decisions  Pty Limited - lease for units  14-15,  187-197  Military
     Road, Neutral Bay.

(12) Bates New Zealand Limited - lease of premises at Viaduct Quay.

(13) Zenith Media Pty Limited - lease for 1402/38 Alfred Street, Milsons Point.

(14) Zenith Media Pty Limited - lease for level 6 Comalco Place, Brisbane.

                                       55

<PAGE>
--------------------------------------------------------------------------------
Schedule 9 - Business Names and Trade Marks


Business Names

<TABLE>
<CAPTION>
Business Name                                State           User of Business Name
<S>                                          <C>             <C>
Adtown                                       VIC             George Patterson Pty Limited

Adtown                                       WA              George Patterson Pty Limited

Adtown                                       QLD             George Patterson Pty Limited

Australia Media Exchange                     NSW             George Patterson Pty Limited

Bates Media Exchange                         NSW             George Patterson Pty Limited

Bates One-on-One                             NSW             George Patterson Pty Limited

Bates One-on-One                             VIC             George Patterson Pty Limited

Bates One-on-One                             QLD             George Patterson Pty Limited

Bates One-to-One                             NSW             George Patterson Pty Limited

Bates One-to-One                             VIC             George Patterson Pty Limited

Bates One-to-One                             QLD             George Patterson Pty Limited

Bates World Media Exchange                   NSW             George Patterson Pty Limited

Batesmediabroker                             NSW             George Patterson Pty Limited

Batesmediadirect                             NSW             George Patterson Pty Limited

Channel Xtasy                                NSW             George Patterson Pty Limited

Channel Xtasy                                VIC             George Patterson Pty Limited

Commsbuy                                     NSW             George Patterson Pty Limited

Data Harvest                                 VIC             George Patterson Pty Limited

Data Harvest                                 NSW             George Patterson Pty Limited

Design Decisions                             VIC             George Patterson Pty Limited

George Interactive                           NSW             George Patterson Pty Limited

George Patterson Advertising                 NSW             George Patterson Pty Limited

George Patterson Bates                       NSW             George Patterson Pty Limited

George Patterson Bates                       QLD             George Patterson Pty Limited

George Patterson Bates                       VIC             George Patterson Pty Limited

George Patterson Bates                       WA              George Patterson Pty Limited

George Patterson Media Exchange              NSW             George Patterson Pty Limited
</TABLE>

                                       56
<PAGE>

<TABLE>
<CAPTION>
Business Name                                State           User of Business Name
<S>                                          <C>             <C>
Healthcom                                    VIC             George Patterson Pty Limited

IGeorge                                      NSW             George Patterson Pty Limited

Interactive Decisions                        VIC             George Patterson Pty Limited

Interactive Decisions                        QLD             George Patterson Pty Limited

Interactive Decisions                        NSW             George Patterson Pty Limited

Interactive Decisions                        WA              George Patterson Pty Limited

Mediabroker                                  NSW             George Patterson Pty Limited

Mediatrader Sales                            NSW             George Patterson Pty Limited

Navigator Tourism + Sport Communications     NSW             George Patterson Pty Limited

Navigator Tourism + Sport Communications     VIC             George Patterson Pty Limited

Navigator Tourism + Sport Communications     WA              George Patterson Pty Limited

National Media Exchange                      NSW             George Patterson Pty Limited

Navigator Tourism Communications             NSW             George Patterson Pty Limited

Navigator Tourism Communications             WA              George Patterson Pty Limited

Patts Advertising                            NSW             George Patterson Pty Limited

Pattsmediabroker                             NSW             George Patterson Pty Limited

Pattsmediadirect                             NSW             George Patterson Pty Limited

Pareto Consulting                            VIC             George Patterson Pty Limited

Pareto Direct                                VIC             George Patterson Pty Limited

Planet Patts                                 NSW             George Patterson Pty Limited

PR Dynamics                                  VIC             Phoenix Public Relations Pty Limited

PR Dynamics                                  NSW             Phoenix Public Relations Pty Limited

Quickmedia                                   NSW             George Patterson Pty Limited

Recruitment Decisions                        VIC             George Patterson Pty Limited

Retainment                                   NSW             George Patterson Pty Limited

Return on Imagination                        NSW             George Patterson Pty Limited

Razor Casting                                QLD             Razor TV Pty Limited

Razor Casting                                NSW             Razor TV Pty Limited

Razor iTV                                    VIC             Razor TV Pty Limited
</TABLE>

                                       57
<PAGE>

<TABLE>
<CAPTION>
Business Name                                State           User of Business Name
<S>                                          <C>             <C>
Razor iTV                                    QLD             Razor TV Pty Limited

Storeview                                    NSW             George Patterson Pty Limited

Womb Communications                          NSW             George Patterson Pty Limited

World Media Exchange                         NSW             George Patterson Pty Limited

X/M Wireless                                 NSW             X/M Pty Ltd

Zenith Media                                 VIC             Zenith Media Pty Limited

Zenith Media                                 OLD             Zenith Media Pty Limited

Zenith Media                                 NSW             Zenith Media Pty Limited

Zenith Interactive Solutions                 NSW             Zenith Media Pty Limited (not renewed)

141 Communicator                             WA              Expanded Media Holding Pty Limited

141 Communicator                             VIC             Expanded Media Holding Pty Limited

141 Communicator                             OLD             Expanded Media Holding Pty Limited

141 Communicator                             NSW             Expanded Media Holding Pty Limited

141                                          NSW             Cordiant Consulting Pty Limited
</TABLE>

Trade Marks

<TABLE>
<CAPTION>
Trade Mark                                 Country                     Trade Mark User
<S>                                        <C>                         <C>
Adtown                                             Australia           George Patterson Pty Ltd

Brandaction                                        Australia           George Patterson Pty Ltd

Brand Essence                                      Australia           George Patterson Pty Ltd

Competitive Opportunity Units                      Australia           George Patterson Pty Ltd

COU's                                              Australia           George Patterson Pty Ltd

Connect and Convert                                Australia           George Patterson Pty Ltd

Creative Opportunity Units                         Australia           George Patterson Pty Ltd

Creative Service Integrity                         Australia           George Patterson Pty Ltd

DUC & Platypus Logo                                Australia           George Patterson Pty Ltd

George Patterson                                   Australia           George Patterson Pty Ltd

Glass Pockets                                      Australia           George Patterson Pty Ltd

Health World                                       Australia           George Patterson Pty Ltd

Inside Track                                       Australia           George Patterson Pty Ltd

Intread                                            Australia           George Patterson Pty Ltd

Mentor                                             Australia           George Patterson Pty Ltd

Patts                                              Australia           George Patterson Pty Ltd
</TABLE>

                                       58
<PAGE>

<TABLE>
<CAPTION>
Trade Mark                                 Country                     Trade Mark User
<S>                                        <C>                         <C>
Patts Optimiser                                    Australia           George Patterson Pty Ltd

Patts Partnership Programme                        Australia           George Patterson Pty Ltd

Powerful Results by George                         Australia           George Patterson Pty Ltd

Return on Imagination                              Australia           George Patterson Pty Ltd

Storeview                                          Australia           George Patterson Pty Ltd

XM                                                 Australia           George Patterson Pty Ltd

20/20 Vision for Australia                         Australia           George Patterson Pty Ltd

Adtown                                             New Zealand         George Patterson Pty Ltd

Direct Decisions                                   Australia           Big Island International Pty Limited

Realised (Strategy & Technology)                   Australia           X/M Pty Limited
          ----------------------
Economic =      Quality
Value

Responsebank                                       Australia           George Patterson Pty Ltd
</TABLE>

                                       59
<PAGE>

--------------------------------------------------------------------------------
Schedule 10 - Cordiant UK Knowledge Enquiries

          The following enquiries were taken by the persons listed in clause 4.3
          in relation to the due diligence exercise undertaken by PEP, on behalf
          of the Funds:

          (a)  the persons listed in clause 4.3(e), (f) and (g) placed documents
               into the Data Room in response to specific questions from PEP and
               then in response to more general questions from PEP and its
               advisers;

          (b)  the  Warranties  were  circulated  to the  individuals  listed in
               clause  4.3.  Each such person was asked to indicate if they were
               aware of any fact,  matter or thing  that  would  make a Warranty
               untrue;

          (c)  a draft  Disclosure  Letter  was  prepared  on the  basis  of the
               responses received to that question;

          (d)  the draft Disclosure  Letter was circulated to the persons listed
               in clause 4.3. After receiving  comments on the draft letter, the
               Disclosure Letter was finalised.

                                       60
<PAGE>

--------------------------------------------------------------------------------
Schedule 11 - Directors and Shareholders

The Cordiant group of companies: details of directors and secretaries

<TABLE>
<CAPTION>
Company                                         Directors                        Secretary
<S>                                             <C>                              <C>
George Patterson Pty Limited                    Andrew Stone                     Brett Matthews
                                                Anthony Phillips
                                                Peter Douglas
                                                Andrew Neale
                                                Douglas Nicol
                                                Ian Smith
                                                Jane Neale
                                                Robert Vines
                                                Brett Matthews

Zenith Media Pty Limited                        Daryl Paterson                   Carolyn Fox
                                                Ian Smith                        Jenny Bridge
                                                Carolyn Fox
                                                Anne Parsons
                                                David Murray
                                                Ian Elliott

Cordiant Communications Group Australia Pty     Michael Bungey                   David Murray
Ltd                                             Ian Smith                        Jenny Bridge
                                                David Murray

Expanded Media Holdings Pty Limited             David Murray                     David Murray
                                                Ian Smith
                                                Jenny Bridge

Professional Public Relations Pty Limited       Ian Lindsay Smith                Peter Frederick Lazar
                                                Peter Frederick Lazar
                                                Richard Peter Lazar

Consensus Research Pty Ltd                      David Murray                     David Murray
                                                Rachel Naughton

Patts Consulting Pty Ltd                        Gavin Partridge                  Rachael Naughton
                                                Keith Peter Sentis               David Murray
                                                Rachel Naughton
                                                David Murray

Expanded Media Investments Pty Limited          David Murray                     David Murray
                                                Ian Smith

Patts CRM Pty Limited                           Ian Smith                        David Murray
                                                David Murray

Blood Sweat and Tears Creative Communications   John Erling Finkelsen            David Murray
Pty Limited                                     David Michael Murray
                                                Scott John Wagstaff

Navigator Tourism Communications Pty Limited    Jenny Bridge                     Not appointed
                                                David Murray

XMPS Holdings Pty Limited                       Jenny Bridge                     David Murray
                                                David Murray
</TABLE>

                                       61
<PAGE>

<TABLE>
<CAPTION>
Company                                         Directors                        Secretary
<S>                                             <C>                              <C>
Razor TV Pty Limited                            David Murray                     Brett Matthews
                                                Jane Neale
                                                Jenny Bridge
                                                Brett Matthews

Advertising Facilities Pty Limited              Ian Smith                        Brett Matthews
                                                Brett Matthews

Adtown Pty Limited                              Ian Smith                        Brett Matthews
                                                Brett Matthews

Retail One Pty Limited                          Robert Vines                     Brett Matthews
                                                Brett Matthews

Isis Design Pty Limited                         David Murray                     Brett Matthews
                                                Ian Smith

George Patterson Properties Pty Limited         Brett Matthews                   Brett Matthews
                                                Ian Smith

George Patterson (Brisbane) Pty Limited         Brett Matthews                   Brett Matthews
                                                Ian Smith

George Patterson Nominees Pty Limited           Brett Matthews                   Brett Matthews
                                                Ian Smith

Jamieson House Pty Limited                      Brett Matthews                   Brett Matthews
                                                Ian Smith

Global Scan Pty Limited                         Brett Matthews                   Brett Matthews
                                                Ian Smith

Social Shift Pty Limited                        Richard Hayward                  Marie Ferris
                                                Lahra Corey                      Brett Matthews
                                                William Shannon
                                                Andrew Chambers
                                                Anthony Phillips
                                                Marie Ferris
                                                Ian Smith
                                                Jenny Bridge

George Patterson (Sydney) Pty Limited           Ian Smith                        Brett Matthews
                                                Brett Matthews

Expanded Investments (WA) Pty Ltd               David Murray                     David Murray
                                                Jenny Bridge

Cordiant Consulting Pty Limited                 Jenny Bridge                     Jenny Bridge
                                                David Murray
                                                Jane Neale

Underline:Fitch Pty Limited                     Gary Ronald Wood                 Janice Bert
                                                Michael David Broadhead
                                                David Stewart
                                                Rachel Naughton
                                                Gavin Partridge
                                                Nelson Leong
</TABLE>

                                       62
<PAGE>

<TABLE>
<CAPTION>
Company                                         Directors                        Secretary
<S>                                             <C>                              <C>

Big Island International Pty Limited            Warren Clark                     David Murray
                                                David Murray
                                                Jenny Bridge

Healthworld Communications Group Pty Limited    David Murray                     Ian Rutter
                                                Jenny Bridge

HMA Blaze (Brisbane) Pty Ltd                    Stephanie Green                  Rowena Smith
                                                Terence Maloney
                                                Michael Hyland
                                                Richard Braham
                                                Neta Mariakis

HMA Blaze Pty Limited                           Stephanie Green                  Michael Hyland
                                                Terence Maloney                  Rowena Smith
                                                Michael Hyland
                                                Neta Mariakis
                                                Richard Braham
                                                David Murray

PR Dynamics Australia Pty Ltd                   Richard Lazar                    Not appointed
                                                Leigh Chapman

Diem Pty Limited                                Jenny Bridge                     David Murray
                                                Ian Smith
                                                David Murray

Phoenix Public Relations Pty Limited            Peter Lazar                      Peter Lazar
                                                Richard Lazar
                                                Jennifer Bridge

Patts Beyond Pty Limited                        Mikael Borglund                  Craig Dawson
                                                Jenny Bridge
                                                Ian Elliott
                                                Ian Ingram

X/M Pty Limited                                 Jenny Bridge                     Jenny Bridge
                                                Ian Smith

The Direct Bond                                 Ian Kennedy                      Jenny Bridge
                                                Ian Smith

Professional Public Relations NZ Holdings       Richard Lazar
Limited

Professional Public Relations NZ Limited        Richard Lazar
                                                Peter Lazar

PR Dynamics Limited                             Richard Lazar

The Communications Group Limited                Andrew Bigham
                                                Andrew Stone
</TABLE>

                                       63
<PAGE>
Summary of the Registers of Members of Cordiant  Communications  Group Australia
Pty Limited and its subsidiaries which are being sold

<TABLE>
<CAPTION>
Company                                         Register
<S>                                             <C>
George Patterson Pty Limited                    Cordiant Communications Group Australia Pty Ltd:
                                                o        2,880 class A shares
                                                o        592,416 class  B shares
                                                o        2,369,664 class C shares
                                                o        2,880 class D shares
                                                o        5,049,503 non-cumulative redeemable preference shares
                                                Last updated on 30 November 1995

Zenith Media Pty Limited                        Cordiant Communications Group Australia Pty Ltd:
                                                o        502 ordinary shares
                                                o        1,000 redeemable preference shares
                                                Last updated on 3 November 1997

Cordiant Communications Group Australia Pty     Cordiant Communications (Australia) Pty Ltd:
Ltd                                             o        8,344,440 class A shares
                                                Cordiant Communications Group plc:
                                                o        29,205,560 class A shares
                                                Cordiant Communications (Australia) Pty Ltd:
                                                o        12,450,000 class B Shares
                                                Cordiant Communications Group plc:
                                                o        358 non-cumulative redeemable preference shares

Expanded Media Holdings Pty Limited             Cordiant Communications Group Australia Pty Ltd:
                                                o        2 ordinary shares
                                                Last updated on 5 February 1996

Professional Public Relations Pty Limited       Richard Lazar:
                                                o        3750 ordinary shares
                                                Expanded Media Holdings Pty Limited:
                                                o        21,250 ordinary shares

Consensus Research Pty Ltd                      Expanded Media Holdings Pty Limited:
                                                o        101 ordinary shares
                                                Last updated on 31 December 1997

Patts Consulting Pty Limited                    Pathfinder Strategies Pty Limited:
                                                o        49 ordinary shares
                                                XMPS Holdings Pty Ltd:
                                                o        51 ordinary shares
                                                Last updated on 18 March 1998

Expanded Media Investments Pty Limited          Expanded Media Holdings Pty Ltd:
                                                o        2 ordinary shares
                                                Last updated on 7 June 1996

Patts CRM Pty Limited                           Expanded Media Holdings Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 30 April 1996
</TABLE>

                                       64
<PAGE>

<TABLE>
<CAPTION>
Company                                         Register
<S>                                             <C>
The Direct Bond Pty Limited                     Expanded Media Holdings Pty Ltd:
                                                o        200,000 ordinary

Blood Sweat and Tears Creative Communications   John Erling Finkelsen:
Pty Limited                                     o        31 class A shares
                                                Scott Wagstaff:
                                                o        20 class A shares
                                                Cordiant Communications Group Australia Pty Limited:
                                                o        49 class B shares

Navigator Tourism Communications Pty Limited    Expanded Media Holdings Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 23 December 1996

DIEM Pty Limited                                X/M Pty Limited:
                                                o        12 ordinary shares
                                                Last updated on 29 July 1997

XMPS Holdings Pty Limited                       Expanded Media Holdings Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 5 February 1996

Razor TV Pty Limited                            Cordiant Communications Group Australia Pty Limited:
                                                o        75,000 ordinary shares
                                                Last updated on 30 November 1995

Advertising Facilities Pty Limited              Jamieson House Pty Limited:
                                                o        1,800 class A shares
                                                o        1,200 class B shares
                                                Last updated on 30 November 1995

Adtown Pty Limited                              Jamieson House Pty Limited:
                                                o        1 ordinary share
                                                Last updated on 19 December 1996

Retail One Pty Limited                          Jamieson House Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 3 July 1997

Isis Design Pty Limited                         George Patterson Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 12 November 1997

George Patterson Properties Pty Limited         George Patterson Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 30 November 1995

George Patterson (Brisbane) Pty Limited         George Patterson Pty Limited:
                                                o        2 ordinary shares
                                                o        11,000 class A shares
                                                o        10,600 class B shares
                                                o        200 class C shares
                                                Last updated on 30 November 1995

George Patterson Nominees Pty Limited           George Patterson Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 30 November 1995
</TABLE>

                                       65
<PAGE>

<TABLE>
<CAPTION>
Company                                         Register
<S>                                             <C>
Jamieson House Pty Limited                      George Patterson Pty Limited:
                                                o        502 ordinary shares
                                                Last updated on 30 November 1995

Global Scan Pty Limited                         George Patterson Pty Limited:
                                                o        2 ordinary shares
                                                Last updated on 30 November 1995

Social Shift Pty Limited                        George Patterson Pty Limited:
                                                o        10,000 ordinary shares
                                                Last updated on 30 November 1995

George Patterson (Sydney) Pty Limited           George Patterson Pty Limited:
                                                o        10,000 ordinary shares
                                                Last updated on 30 November 1995

Expanded Investments (WA) Pty Ltd               Expanded Media Investments Pty Ltd:
                                                o        2 ordinary shares
                                                Last updated on 6 December 2000

Patts Marketing Services Pty Limited            Cordiant Communications Group Australia Pty Limited:
                                                o        1 ordinary share
                                                Last updated on 11 July 2001

Underline:Fitch Pty Limited                     Expanded Media Holdings Pty Ltd:
                                                o        510 A class shares:
                                                Expanded Media Holdings Pty Ltd:
                                                o        490 B class shares

Big Island International Pty Limited            Expanded Media Holdings Pty Limited:
ACN 009 834 968                                 o        850 ordinary shares
                                                Greg Perrett
                                                o        150 ordinary shares

Healthworld Communications Group Pty Limited    Expanded Media Holdings Pty
                                                Limited - 249 redeemable
                                                preferences - 2500 ordinary
                                                shares as at 5 December 2002

HMA Blaze (Brisbane) Pty Limited                HMA Blaze Pty Limited:
                                                o        200,000 CAPR shares
                                                o        1,000 ordinary shares

HMA Blaze Pty Limited                           Expanded Media Investments Pty Limited
                                                o        325,325 'A' class
                                                Stephanie Maria Green
                                                o        65,050 'B' class
                                                Michael John Hyland
                                                o        94,164 'B' class
                                                Terence William Maloney
                                                o        94,164 'B' class
                                                Neta Mariakis
                                                o        55,681 'B' class
                                                R&N Braham Family Trust
                                                o        16,266 'B' class
</TABLE>

                                       66
<PAGE>

<TABLE>
<CAPTION>
Company                                         Register
<S>                                             <C>
PR Dynamics Australia Pty Ltd                   Expanded Media Holdings Pty Limited:
                                                o        1 ordinary share
                                                Last updated on 30 July 2001

Phoenix Public Relations Pty Limited            Expanded Media Holdings Pty Limited:
                                                o        2 ordinary shares

Patts Beyond Pty Limited                        Beyond International Limited:
                                                1 share
                                                Cordiant Communications Group Australia Pty Limited:
                                                1 share

PR Dynamics Limited                             Professional Public Relations NZ Holdings Limited:
                                                100 shares

Professional Public Relations NZ Holdings       Professional Public Relations Pty Limited:
Limited                                         100 shares

Professional Public Relations NZ Limited        Professional Public Relations NZ Holdings Limited:
                                                12,000 shares

The Media Palace Limited                        The Communications Group Limited:
                                                100 shares

The Communications Group Limited                Cordiant Communications Group Australia Pty Ltd:
                                                o        1,800,000 shares

X/M Pty Limited                                 Cordiant Communications Group Australia Pty Ltd:
                                                o        1000 class A shares; and
                                                o        1000 class B shares.

Vision Splendid Media Pty Limited               Todd Productions Pty Limited
                                                o        70 shares
                                                Professional Public Relations Pty Limited
                                                o        30 shares
</TABLE>

                                       67
<PAGE>

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

Schedule 12 - Closing Mechanism

          Definitions

          Auditors means PricewaterhouseCoopers in their capacity as auditors of
          the Investor

          Cash Item means,  without double counting,  any item in the Completion
          Accounts  that  constitutes  cash or creates,  removes,  increases  or
          decreases  an  obligation  to pay or a right to  receive  an amount of
          money in cash or is the result of a cash transaction or declaration of
          dividend (in cash, not in kind), including without limitation:

          (c)  net profits after tax (excluding amortisation expenses);

          (d)  those items listed at numbers: 3, 5-10, 11, 12 and 14 in Schedule
               A, to the extent any such item constitutes an actual liability;

          (e)  the item  listed at number 4 in  Schedule  A, to the extent  such
               item  constitutes  a tax  liability  or  relates  to a  non-trade
               creditor.

          For the avoidance of doubt, 'Cash Items' do not include:

          (1)  movements  in cash  due to  movements  in trade  working  capital
               including, without limitation, trade creditors, prepayments, WIP,
               or trade debtors; or

          (2)  fees and expenses relating to the Transaction.

          Completion  Accounts means the consolidated  balance sheet, profit and
          loss statement and statement of cash flows of the  Consolidated  Group
          as at the Completion  Date,  which,  for the avoidance of doubt,  will
          reflect the impact of the steps set out in the Reorganisation Agenda.

          Completion  NTA  means  the  value of the net  tangible  assets of the
          Consolidated  Group as at the  Completion  Date,  as  recorded  on the
          Completion NTA Statement.

          Completion  NTA Statement  means the statement  prepared in accordance
          with clause  1.1(c),  as finalised in accordance  with clauses 1.3 and
          1.4 (if applicable).

          Consolidated  Group means the entities which comprise the Group at the
          Completion Date  consolidated for accounting  purposes,  following the
          steps set out in the Reorganisation Agenda.

          Escrow Account means the interest bearing deposit account nominated by
          the Escrow Agent to hold the Escrow Amount.

          Escrow Account Letter means the letter governing the funds held in the
          Escrow Account in the form attached as Annexure M.

          Escrow Agent means Minter Ellison.

          Escrow Amount means the amount (if any) referred to in clause 1.2(c).

          Estimated  NTA means -  $31,165,000  (such amount a negative  number),
          being the value of the net tangible assets of the Group as at 31 March
          2003 derived from the March Management Accounts, reflecting the impact
          of the items set out in

                                       68
<PAGE>


          Schedule A and for the  avoidance of doubt,  reflecting  the impact of
          the steps in the Reorganisation Agenda.

          Independent Accountant means the accounting firm, Ernst & Young or, if
          the  appointment  is  not  accepted  by  Ernst  &  Young,  a top  tier
          Australian firm independent of and agreed by Cordiant UK and PEP.

          Payment Date means the day which is 5 Business Days after the date the
          Completion NTA Statement is agreed or finally  determined  pursuant to
          clauses 1.3 and 1.4 (if applicable).

          Trade Sale,  Listing and Share  Capital have the meaning given to such
          terms in the Shareholders Agreement.

          Clause

          1.   Completion Audit

               1.1  Audit

                    The Funds must as soon as practicable,  and in any event not
                    later than 40 Business Days, after the Completion Date:

                    (a)  instruct the  Investor to prepare the draft  Completion
                         Accounts in accordance  with the  Accounting  Standards
                         and on a basis  consistent  with the  March  Management
                         Accounts  (if  there  is  any   conflict   between  the
                         Accounting Standards and the basis upon which the March
                         Management Accounts were prepared,  then the Accounting
                         Standards will prevail);

                    (b)  ensure  that if the  Investor  or  Auditors  propose to
                         provide any information or document to PEP or the Funds
                         or discuss any matter with PEP or the Funds in relation
                         to the preparation or audit of the Completion Accounts,
                         they   simultaneously   provide  that   information  or
                         document to Cordiant UK or its representative or invite
                         it  or  its   representative   to  be  present  at  the
                         discussion, as the case may be.

                    (c)  ensure that the Investor instructs the Auditors to:

                         (i)  audit the draft  consolidated balance sheet of the
                              Consolidated Group as at the Completion Date which
                              forms part of the Completion Accounts; and

                         (ii) prepare the draft Completion NTA Statement;

                    (d)  ensure  that  the  Investor  delivers  to the  Cordiant
                         Parties the draft Completion Accounts;

                    (e)  ensure  that  the  Investor  delivers  to the  Cordiant
                         Parties the draft Completion NTA Statement  showing the
                         draft:

                        (i)  value    of    the   net  tangible  assets  of  the
                             Consolidated Group as at the Completion Date; and

                       (ii)  amount  payable  (if  any)  by  Cordiant  UK  under
                             clause  1.2(a)  or  by  the  Investor  under clause
                             1.2(c).

               1.2  Payment

                                       69
<PAGE>

                    (a)  If there is a net decrease of more than $100,000 in the
                         impact of the Cash Items  reflected  in the  Completion
                         NTA  compared  to  the  Cash  Items  reflected  in  the
                         Estimated  NTA then  Cordiant  UK will,  on the Payment
                         Date,  pay to  the  Investor  an  amount  equal  to the
                         difference,   solely  to  the  extent   that  any  such
                         difference  is  directly  attributable  to  those  Cash
                         Items.

                    (b)  If Cordiant UK fails to pay to the  Investor any amount
                         payable under paragraph (a) above then Cordiant UK must
                         pay to the  Investor  such  amount on the date on which
                         Cordiant UK  receives  the  proceeds  from the first to
                         occur of a sale of the Cordiant Shares, a Trade Sale, a
                         Listing or a sale of the Share Capital.

                    (c)  If there is a net increase of more than $100,000 in the
                         impact of the Cash Items  reflected  in the  Completion
                         NTA  compared  to  the  Cash  Items  reflected  in  the
                         Estimated  NTA, then the Investor  will, on the Payment
                         Date,  pay into the Escrow  Account an amount  equal to
                         the  difference,  solely  to the  extent  that any such
                         difference  is  directly  attributable  to  those  Cash
                         Items.

                    (d)  For the  avoidance of doubt,  any movement  between the
                         Estimated  NTA and  Completion  NTA that relates to the
                         sale of Marketforce  Ltd, or to any item which is dealt
                         with  under the Tax  Indemnity  Deed or Tax  Assignment
                         Deed  or  to  the   payment  of  fees  or  expenses  in
                         connection with the  Transaction  will not give rise to
                         an adjustment under clause 1.2(a) and 1.2(c).

               1.3  Objections

                    The Funds and Cordiant UK must confer and use all reasonable
                    endeavours to agree on the  Completion NTA Statement as soon
                    as possible after a draft is provided to Cordiant UK and the
                    Funds. Cordiant UK and its representatives and the Funds and
                    their  representation  must be allowed  reasonable access to
                    all   personnel   involved  in  and   records   relating  to
                    (including,  without  limitation,  audit  work  papers)  the
                    preparation  and audit of the  Completion  Accounts  and the
                    draft  Completion  NTA  Statement.  If neither the Funds nor
                    Cordiant  UK  dispute  the draft  Completion  NTA  Statement
                    within 15 Business Days after the date on which  Cordiant UK
                    is given a copy of such document  under clause 1.1(e) (Final
                    Objection Date) then the draft Completion NTA Statement will
                    be taken to be the final  Completion  NTA Statement and will
                    be  final  and  binding  on the  parties.  If  either  party
                    disputes the draft Completion NTA Statement before the Final
                    Objection Date, the dispute will be determined in accordance
                    with clause 1.4.

               1.4  Dispute Resolution Procedure

                    (a)  If either the Funds or Cordiant  UK disputes  the draft
                         Completion  NTA  Statement   (Disputing   Party),   the
                         Disputing  Party  must  give the  other  party a notice
                         (Dispute   Notice)  before  the  Final  Objection  Date
                         setting out:

                         (i)  reasonable  details of each matter in dispute; and

                                       70
<PAGE>

                         (ii) the reasons why each matter is disputed.

                    (b)  Within 10 Business Days of the  Disputing  Party giving
                         the other party a Dispute Notice,  the other party must
                         give the  Disputing  Party a response in writing on the
                         disputed matters (Response).

                    (c)  If  Cordiant  UK and the Funds  have not  resolved  the
                         dispute  within 10  Business  Days of the  other  party
                         giving the Response to the Disputing Party, the dispute
                         must  promptly be submitted  for  determination  to the
                         Independent  Accountant  to  determine  the  matter  or
                         matters in dispute.

                    (d)  The   disputed   matters   must  be   referred  to  the
                         Independent Accountant by written submission which must
                         include the draft Completion NTA Statement, the Dispute
                         Notice,  the  Response  and an extract of the  relevant
                         provisions   of   this   agreement.   The   Independent
                         Accountant  must  also  be  instructed  to  finish  its
                         determination  no later than 20 Business Days after its
                         appointment (or another period agreed by the parties).

                    (e)  The  parties  must  promptly   supply  the  Independent
                         Accountant   with  any   information,   assistance  and
                         cooperation  requested  in writing  by the  Independent
                         Accountant in connection  with its  determination.  All
                         correspondence between the Independent Accountant and a
                         party must be copied to the other parties.

                    (f)  The  Independent  Accountant  must act as an expert and
                         not as an arbitrator and its written determination will
                         be final and  binding on the  parties in the absence of
                         manifest  error and the draft  Completion NTA Statement
                         will be deemed to be  amended  accordingly  and will be
                         taken to comprise the final Completion NTA Statement.

               1.5  Costs

                    The costs of the:

                    (a)  Auditors in preparing the  Completion  Accounts will be
                         borne by the Investor; and

                    (b)  Independent Accountant (if instructed) will be borne by
                         the party against whom the dispute is resolved.

               1.6  Escrow Account

                    Cordiant UK, the Funds and the Investor  will at  Completion
                    execute the Escrow  Account  Letter.  Cordiant UK, the Funds
                    and the Investor  agree that the Escrow  Account Letter will
                    govern the funds held in the Escrow Account.

               1.7  Optus and Panasonic Accruals

                    If the items  listed at numbers 11 and 13 of  Schedule A are
                    included on the Completion NTA Statement:

                    (a)  they will not be taken into account in determining  any
                         payment required to be made under clause 1.2; but

                                       71
<PAGE>

                    (b)  Cordiant  UK must  indemnify  the  Company  against any
                         payment it is ever required to make in respect of those
                         items, up to the respective amounts set out in Schedule
                         A. Any such  indemnity  payment  may be made out of the
                         Escrow Account.

                                       72
<PAGE>

--------------------------------------------------------------------------------
Schedule 13 - The Trust Warranties

--------------------------------------------------------------------------------
1    Authority

     1.1  Authorisation and capacity

          (a)  The  Trust  has  taken all  necessary  action  to  authorise  the
               execution and performance of each  Transaction  Document to which
               it is a party.

          (b)  The Trust has the power to enter into and perform its obligations
               under each Transaction Document and can do so without the consent
               of any other person.

     1.2  No legal impediment

          The execution, delivery and performance by the Trust of each
          Transaction Document complies with:

          (a)  each law, regulation,  authorisation, ruling, judgement, order or
               decree of any Government Agency; and

          (b)  the constitution or other constituent  documents of the Trust and
               the trust deed in respect of the TCG Trust.

                                       71
<PAGE>

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

Executed as an agreement:


Signed for
Cordiant Communications Group Plc
by its duly authorised attorney in the
presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)



Signed for
Cordiant Communications (Australia) Pty Ltd
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)



Signed for
Bain Pacific Associates, LLC
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)

                                       72
<PAGE>

Signed for
BCIP Associates II
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
BCIP Associates II-B
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
Pacific Equity Partners Fund I Pty Limited
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)

                                       73
<PAGE>

Signed for
Pacific Equity Partners (NZ) Limited
by its duly authorised attorney in the
presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
PEP Co-Investment Pty Limited
by its duly authorised attorney in the
presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
PEP Investment Pty Limited
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)

                                       74
<PAGE>

Signed for
Pacific Equity Partners Pty Ltd
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
The Communications Group Holdings Pty Ltd
by its duly authorised attorney in the
presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)


Signed for
TCG Nominee Pty Limited
as trustee of the TCG Trust
by its duly authorised attorney in
the presence of:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Witness                                    Attorney


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)

                                       75
<PAGE>

Signed for
Cordiant Communications Group
Australia Pty Ltd
by:

                                           /s/ [Authorized]
-------------------------------------      -------------------------------------
Director                                   Director/Secretary


-------------------------------------      -------------------------------------
Name (please print)                        Name (please print)



Signed for
Ian Smith
in the presence of:

                                           /s/ Ian Smith
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)



Signed for
Jane Neale
in the presence of:

                                           /s/ Jane Neale
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)



Signed for
Douglas Nicol
in the presence of:

                                           /s/ Douglas Nicol
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)

                                       76
<PAGE>

Signed for
Anne Parsons
in the presence of:

                                           /s/ Anne Parsons
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)


Signed for
Gavin Partridge
in the presence of:

                                           /s/ Gavin Partridge
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)


Signed for
Anthony Phillips
in the presence of:

                                           /s/ Anthony Phillips
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)



Signed for
Ian Elliott
in the presence of:

                                           /s/ Ian Elliott
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)

                                       77
<PAGE>

Signed for
John Fawcett
in the presence of:

                                           /s/ John Fawcett
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)


Signed for
Alex Hamill
in the presence of:

                                           /s/ Alex Hamill
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)


Signed for
Martin Kellard
in the presence of:

                                           /s/ Martin Kellard
-------------------------------------      -------------------------------------
Witness                                    Name


-------------------------------------
Name (please print)

                                       78