EXHIBIT 4.7

                            Interim Support AGREEMENT



                                DATED 15 May 2003


                                     BETWEEN


                        CORDIANT COMMUNICATIONS GROUP PLC
                                   the Parent


                       CERTAIN SUBSIDIARIES OF THE PARENT


                               THE FINANCE PARTIES


                                       And


                                  HSBC BANK PLC
                                    as Agent
                               as Security Trustee
                         and as Common Security Trustee






                                 ALLEN & OVERY

                                     London

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                                    CONTENTS


<TABLE>

<CAPTION>

Clause                                                                                                    Page

<S>                                                                                                     <C>

1.       Interpretation.......................................................................................1
2.       Condition Precedent..................................................................................4
3.       Support Period and Waivers...........................................................................4
4.       Amendments to the Facilities Agreement and the Amended And Restated Note Purchase Agreement..........6
5.       Representations and Warranties.......................................................................8
6.       Undertakings........................................................................................10
7.       Default.............................................................................................12
8.       Expenses............................................................................................12
9.       No Changes to the Obligors..........................................................................12
10.      Amendments and Waivers..............................................................................12
11.      Confidentiality.....................................................................................13
12.      Stamp Duties........................................................................................14
13.      Miscellaneous.......................................................................................14
14.      Counterparts........................................................................................15
15.      Notices.............................................................................................15
16.      Jurisdiction and Governing Law......................................................................15
17.      Contracts (Rights of Third Parties) Act 1999........................................................16

         Schedule

1.       Certain Subsidiaries................................................................................17
2.       Banks...............................................................................................21
3.       Current Noteholders.................................................................................22
4.       Part 1 Specified Defaults - Facilities Agreement....................................................23
         Part 2 Specified Defaults - Amended and Restated Note Purchase Agreement............................24
5.       Conditions Precedent................................................................................25



Signatories..................................................................................................27

</TABLE>


<PAGE>
THIS AGREEMENT is dated 15 May 2003

BETWEEN:

(1)  CORDIANT  COMMUNICATIONS  GROUP  PLC (a  company  incorporated  in  England
     (Registered No. 1320869) with its registered  office at 121-141  Westbourne
     Terrace, London W2 6JR) (the Parent);

(2)  CERTAIN SUBSIDIARIES OF THE PARENT listed in Schedule 1;

(3)  THE PERSONS listed in Schedule 2 as banks (the Banks);

(4)  THE PERSONS listed in Schedule 3 as noteholders (the Current  Noteholders);
     and

(5)  HSBC BANK PLC as the facility agent for the Banks (the Agent),  as security
     trustee for the Banks (the  Security  Trustee)  and as the common  security
     trustee for the Finance Parties (the Common Security Trustee).

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:

     Amended and Restated Note Purchase Agreement has the meaning given to it in
     the Facilities Agreement.

     Australian Disposals means the following:

(a)  the disposal by the Parent of its 58.4% ordinary  shareholding  in GPB to a
     purchaser of 100% of the shares in GPB;

(b)  the disposal by Cordiant  Australia of its 41.6% ordinary  shareholding  in
     GPB to that purchaser; and

(c)  the disposal by GPB of its 50% interest in the "Market  Force"  business to
     certain members of its management,

     in  each  case  with  the  prior  written  consent  of the  Banks  and  the
     Noteholders  and in  accordance  with  the  terms  and  conditions  of that
     consent.

     Banking Day has the meaning given to it in the Facilities Agreement.

     Commencement  Date  means the date on which  the Agent and the  Noteholders
     provide the notifications specified in Clause 2 (Conditions precedent).

     Composite Guarantee has the meaning given to it in Clause 3.2 (a) (viii).

     Co-ordinators Committee means the ad hoc co-ordinating committee of certain
     Banks  and  Noteholders  from  time  to  time  acting  in  connection  with
     discussions  in relation to the  Facilities  Agreement  and the Amended and
     Restated Note Purchase  Agreement  being, as at

                                       1

<PAGE>


     the date of this  Agreement,  HSBC Bank plc,  The Bank of New York,  Morgan
     Stanley & Co.  International  Limited,  The Royal Bank of Scotland plc, The
     Prudential Insurance Company of America and Cerberus Partners, L.P.


     Cordiant Australia means Cordiant Communications (Australia) Pty Limited.

     Couch Potato has the meaning given to it in Clause 3.2 (a) (iv).

     Couch  Potato  Acquisition  has the  meaning  given to it in Clause 3.2 (a)
     (iv).

     Couch Potato Summary has the meaning given to it in Clause 3.2 (a) (iv).

     Default  has the meaning  given to it in the  Facilities  Agreement  or the
     Amended and Restated Note Purchase Agreement, as the context may require.

     Disposal Summaries has the meaning given to it in Clause 3.2 (a) (vii).

     Employee Retention Plan has the meaning given to it in Schedule 5.

     Event of Default has the meaning given to it in the Facilities Agreement or
     the  Amended  and  Restated  Note  Purchase  Agreement,  as the context may
     require.

     excluded  representations  has the meaning  given to it in Clause 11.2.2 of
     the Facilities Agreement.

     Executive Incentive Plan has the meaning given to it in Schedule 5.

     Facilities  Agreement  means the facilities  agreement dated 4th July, 2000
     between the Parent,  certain of its Subsidiaries as Borrowers,  the Bank of
     New York and HSBC  Bank plc  (successor  to HSBC  Investment  Bank  plc) as
     Arrangers,  the banks and financial  institutions  listed therein as Banks,
     HSBC Bank plc as Agent,  Security Trustee and Common Security Trustee,  the
     Bank of New York as Swingline Bank and HSBC Bank plc as Overdraft  Bank, as
     amended and  restated  pursuant to a  restructuring  deed dated 19th April,
     2002 and as further amended, restated and supplemented from time to time.

     GPB means Cordiant Communications Group Australia Pty Limited.

     Group Structure Chart has the meaning given to it in Schedule 5.

     Intercreditor  Agreement  has the  meaning  given  to it in the  Facilities
     Agreement.

     Issuer  has the  meaning  given  to it in the  Amended  and  Restated  Note
     Purchase Agreement.

     Key Clients means those  persons  identified as "Key Clients" in the report
     prepared by the Parent dated 7th May,  2003  delivered by the Parent to the
     Banks and the  Noteholders  pursuant to  paragraph 14 of Schedule 5 of this
     Agreement.

     Liabilities has the meaning given to it in the Intercreditor Agreement.

     Majority  Creditors  has  the  meaning  given  to it in  the  Intercreditor
     Agreement.

     Net Proceeds has the meaning  given to it in the Amended and Restated  Note
     Purchase Agreement or the Facilities Agreement, as the context may require.

                                       2
<PAGE>


     New Money has the meaning given to it in the Intercreditor Agreement.

     Obligor has the meaning given to it in the Facilities Agreement.

     Party means a party to this Agreement.

     Put  Elimination  Conditions has the meaning given to it in the Amended and
     Restated Note Purchase Agreement.

     Specified  Defaults  means the  existing  Defaults and Events of Default in
     respect of the  Facilities  Agreement that are specified in Schedule 4 Part
     A, and the  existing  Defaults  and  Events of  Default  in  respect of the
     Amended and Restated Note Purchase Agreement that are specified in Schedule
     4 Part B.

     Support  Period  means  the  period  from the  Commencement  Date up to and
     including the earlier of:

     (a)  15th July, 2003;

     (b)  the  occurrence  of any  Default  or Event of  Default  (other  than a
          Specified Default);

     (c)  any breach of or failure to comply with any term or  condition of this
          Agreement by any Obligor;

     (d)  any  representation  or  warranty  made  by  any  Obligor  under  this
          Agreement being or proving to have been incorrect or misleading in any
          material respect;

     (e)  any Key Client  terminating  (or failing to renew) all or any material
          part of its business with the Group or, in the opinion of the Majority
          Creditors, doing any act or thing evidencing an intention to do so;

     (f)  Nigel Stapleton  ceasing (or giving notice to cease) to be the Group's
          Chairman,  David Hearn  ceasing (or giving  notice to cease) to be the
          Group's  Chief  Executive  Officer or Andy  Boland  ceasing (or giving
          notice to  cease) to be the  Group's  Finance  Director  (in each case
          other than due to death or incapacity);

     (g)  the termination (or variation that in the opinion of the Co-ordinators
          Committee is material) of Talbot Hughes  McKillop LLP's  engagement by
          the Parent or Talbot Hughes  McKillop LLP ceasing (or giving notice to
          cease) to perform the  functions for which it has been employed or the
          Parent  ceasing to co-operate  with Talbot Hughes  McKillop LLP in the
          performance of such  functions,  save where a replacement  adviser has
          been appointed to perform those  functions that is satisfactory to the
          Majority Creditors (acting reasonably); and

     (h)  a failure to deliver,  or any  admission  by the Parent that it is not
          able to deliver,  the weekly certificate  referred to in Clause 6.2(a)
          of this Agreement.

     Westbourne Terrace Letter has the meaning given to it in Clause 3.2 (b).

     Westbourne  Terrace  Transaction  has the meaning given to it in Clause 3.2
     (b).

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<PAGE>


1.2  Definitions

Unless the context  requires and save as  otherwise  defined  herein,  words and
expressions  defined in the  Facilities  Agreement  shall have the same meanings
when used in this Agreement.

1.3  Incorporation of Certain References

Clauses  1.3  and  1.4  of  the  Facilities  Agreement  shall  be  deemed  to be
incorporated in this Agreement in full,  mutatis mutandis,  save that in Clauses
1.4.3 and 1.4.10 of the Facilities Agreement, references to "the Agent" shall be
read and  construed  as if  referring  to "the  Agent and the  Noteholders"  and
references  to "this  Agreement"  shall be read and construed as if referring to
this Agreement.

2.   Condition Precedent

(a)  The  acknowledgements,  waivers,  consents  and  amendments  granted by the
     Finance Parties under this Agreement are subject to the condition precedent
     that the Agent and the Noteholders  have notified the Parent that they have
     received the  documents  and evidence set out in Schedule 5 in each case in
     form and substance satisfactory to them; and

(b)  The  conditions  specified  in paragraph  (a) are  inserted  solely for the
     benefit of the Finance  Parties and may be waived on their  behalf in whole
     or in part and with or without conditions by the Majority Creditors,  other
     than in the case of the evidence of the payment  referred to in paragraph 3
     of  Schedule  5 which may only be  waived  with the  consent  of all of the
     Banks.

3.   Support Period and Waivers

3.1  Temporary Waivers, Additional Waivers and Available Facilities

(a)  The Finance  Parties  agree,  subject to the terms and  conditions  of this
     Agreement,  to temporarily suspend and waive all of their respective rights
     to take  action in respect of the  Specified  Defaults  during the  Support
     Period.

(b)  For the avoidance of doubt,  at the end of the Support  Period  (unless the
     Majority  Creditors in their  absolute  discretion  otherwise  agree) there
     shall be immediate  Events of Default under both the  Facilities  Agreement
     and the Amended  and  Restated  Note  Purchase  Agreement  by virtue of the
     Specified Defaults (and the Finance Parties' respective rights and remedies
     in respect thereof shall revive).

3.2  Additional Waivers; Consents

(a)  With effect from the Commencement Date the Finance Parties hereby agree to:

     (i)    permit the Group's existing  Euro-Zone Cash Pooling  Arrangements to
            continue to be conducted with ABN AMRO N.V. until and including 15th
            July, 2003;

     (ii)   extend to 31st May,  2003 the date by which the Parent is obliged to
            deliver  written  confirmations  (which  shall  also  extend to this
            Agreement)  duly executed by Cordiant  Australia and GPB pursuant to
            paragraphs  5(g) and 8(d) of the waiver and amendment  letters dated
            12th March, 2003 (as extended on 21st March, 2003) provided that the
            Parent  shall not be obliged to deliver  such  confirmations  if the
            Australian Disposals have completed on or prior to 31st May, 2003;

     (iii)  permit  N.A.S.A  2.0 London  Limited to be  liquidated  on a solvent
            basis;

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<PAGE>


     (iv)   permit the  acquisition  (the Couch Potato  Acquisition) by Scholz &
            Friends  AG  of  a 51  per  cent.  shareholding  in  Couch  Potatoes
            Fernsehproduktions  GmbH (Couch  Potato) on the terms and conditions
            set out in the  transaction  summary  delivered by the Parent to the
            Agent and the Noteholders dated 7th April, 2003 with such amendments
            as the Majority  Creditors may agree (the Couch Potato  Summary) and
            to waive the breaches of Clause 12.2.4 of the  Facilities  Agreement
            and  Section  10.1.6  of the  Amended  and  Restated  Note  Purchase
            Agreement arising from the execution of documentation,  prior to the
            date hereof, consistent with the Couch Potato Summary;

     (v)    permit  Scholz & Friends  AG to assign  its right to  receive 51 per
            cent.  of the  dividend  paid by  Couch  Potato  in  respect  of the
            financial  year  ending  31st  December,  2002 to Martin  and Barbel
            Schafer as more particularly described in the Couch Potato Summary;

     (vi)   permit 486,818  ordinary  shares in Scholz & Friends AG to be issued
            to Martin and Barbel  Schafer on the terms and conditions set out in
            the Couch Potato Summary;

     (vii)  permit  Microarts  Corporation  and  Interactive  Edge  Inc.  to  be
            disposed  of on the terms and  conditions  set out in the  summaries
            relating to such disposals which were delivered to the Agent and the
            Noteholders on 10th April, 2003 (the Disposal Summaries); and

     (viii) instruct the Common Security Trustee to release:

            (A)    the shares in Microarts Corporation from the security created
                   by the Security Documents and Microarts  Corporation from its
                   obligations  under the composite  guarantee dated 19th April,
                   2002 entered into between, inter alios, the Parent, Microarts
                   Corporation  and the Common  Security  Trustee (the Composite
                   Guarantee) in each case on the  completion of the disposal of
                   Microarts  Corporation in accordance with Clause  3.2(a)(vii)
                   of this  Agreement  on the basis that an amount  equal to the
                   Net  Proceeds  thereof  are  applied  in  prepayment  of  the
                   Facilities and, to the extent relevant, the Notes as required
                   by  the  Finance  Documents  (subject  at  all  times  to the
                   Intercreditor Agreement); and

            (B)    the shares in Interactive Edge Inc. from the security created
                   by the Security  Documents and Interactive Edge Inc. from its
                   obligations  under the Composite  Guarantee,  in each case on
                   the  completion  of the disposal of  Interactive  Edge Inc in
                   accordance  with Clause  3.2(a)(vii) of this Agreement on the
                   basis  that an amount  equal to the Net  Proceeds  thereof is
                   applied in  prepayment of the  Facilities  and, to the extent
                   relevant,  the Notes as  required  by the  Finance  Documents
                   (subject at all times to the Intercreditor Agreement).

(b)  The  Current  Noteholders  hereby  agree to permit the Parent to bring post
     production  facilities  into  Westbourne  Terrace (the  Westbourne  Terrace
     Transaction)  on the  terms  and  conditions  set out in the  letter to the
     Noteholders dated 6th January, 2003 (the Westbourne Terrace Letter).

3.3  Available Facilities

(a)  During the Support Period, subject to the other terms and conditions of the
     Facilities  Agreement  but  notwithstanding  the fact  that  the  Specified
     Defaults have occurred and the


                                       5

<PAGE>

     Parent and the other  Borrowers are unable to comply with Clauses 3.2.1 and
     3.2.3 of the Facilities Agreement, the Finance Parties agree that:

     (i)    the  Overdraft   Borrowers   shall  be  permitted  to  make  further
            Utilisations under the Overdraft Facility; and

     (ii)   the Borrowers (other than Bates  Deutschland  Holding GmbH) shall be
            permitted  to draw  further  Advances  under  the  Revolving  Credit
            Facility with Revolving Credit Terms of one month.

(b)  For the avoidance of doubt,  Clause  3.2.1(b) of the  Facilities  Agreement
     still  applies  in  relation  to any  Defaults  other  than  the  Specified
     Defaults.

(c)  No  Swingline  Advance or  Swingline  Letter of Credit may be  requested or
     borrowed.

(d)  All other outstanding Utilisations and Advances shall remain subject to the
     existing terms and conditions of the Facilities Agreement.

3.4  Put Elimination Date

Notwithstanding  anything in this  Agreement to the  contrary,  the Defaults and
Events of Default waived  temporarily  pursuant to this Agreement are not waived
for the  purposes  of Section  8.8(f)(iii)  of the  Amended  and  Restated  Note
Purchase  Agreement  (Elimination of Refinancing Put) and shall in no way affect
the  determination  of whether the Put  Elimination  Conditions  shall have been
satisfied,  and the Parent and the Issuer hereby  acknowledge and agree that for
this purpose Defaults and Events of Default arising out of matters  specified in
this  Agreement  shall have  occurred and shall be continuing at the time of any
determination of the Put Elimination  Conditions (unless otherwise waived by the
Noteholders subsequent to the Commencement Date).

4.   AMENDMENTS  TO THE  FACILITIES  AGREEMENT AND THE AMENDED AND RESTATED NOTE
     PURCHASE AGREEMENT

The  following  amendments  to the  Facilities  Agreement  and the  Amended  and
Restated Note Purchase  Agreement shall take effect on and from the Commencement
Date, subject to the terms and conditions of this Agreement.

4.1  Deferred Fee

The existing Clause 9.1.8 of the Facilities Agreement shall be deleted and shall
be replaced with the following:

"9.18  Deferred  fee:  (to the extent not paid in cash  pursuant  to the Interim
       Support  Agreement  dated on or about  14th May,  2003  relating  to this
       Agreement)  on 8th  November,  2004 or on such  earlier  date (if any) on
       which:

       (i)    the Total  Commitments are or have been reduced to zero and all of
              the outstanding Advances and Utilisations have been repaid in full
              or have become due and  payable in full  (whether by virtue of any
              notice given by the Agent under Clause 14.2 or otherwise); or

       (ii)   any enforcement of any Security Document occurs; or

                                       6

<PAGE>

       (iii)  the Parent is obliged to procure  that it and the other  Borrowers
              permanently prepay all of the Facilities in full; or

       (iv)   any "PIK  Management Fee" or "Deferred Make Whole Amount" (each as
              defined in the  Amended  and  Restated  Note  Purchase  Agreement)
              becomes  due and  payable  or is paid  or the PIK  Management  Fee
              Payment Date occurs,

              for the account of the Banks  (pro-rata  to their  Commitments  in
              respect of the  Revolving  Credit  Facility),  a  deferred  fee in
              Sterling  which shall accrue  quarterly in arrear from the date of
              the   execution  of  the  Agreement  in  Principle  and  shall  be
              calculated  on each accrual date as 0.25 per cent.  of the average
              of  the  daily  Sterling  Amount  of  the  principal  outstandings
              (including any  Outstanding  L/C  Liability)  under the Facilities
              during the two most recent  Quarters,  together  with  interest on
              such  deferred fee which shall accrue at 9.25 per cent.  per annum
              on the amount of each quarterly accrual of the deferred fee; and".

4.2  Zenith Joint Venture Agreement

Clause 8.6.3 of the  Facilities  Agreement  shall be amended by adding the words
"an amount equal to" immediately before the words "the Net Proceeds" in line 3.

4.3  Permitted Acquisitions

Clause 12.2.6(c) of the Facilities Agreement shall be deleted. Sub-paragraph (d)
of the definition of "Permitted  Acquisitions"  in Schedule B of the Amended and
Restated Note Purchase Agreement shall be deleted.

4.4  Dividends

In Clause 12.2.12(b) of the Facilities  Agreement the words from (and including)
the words  "except  that it may declare and pay a final  dividend" to the end of
that Clause shall be deleted. In Section 10.1.11 (b) of the Amended and Restated
Note Purchase Agreement the words from (and including) the words "except that it
may  declare  and pay a final  dividend"  to the end of that  Section  shall  be
deleted.

4.5  Adminstration

(a)  The existing  Clause 14.1.12 of the Facilities  Agreement  shall be deleted
     and shall be replaced with the following:

     "14.1.12  Administration: (a) any meeting of the shareholders, directors or
               other  officers  of any  Obligor or any  Material  Subsidiary  is
               convened for the purpose of considering any resolution to present
               an  application  for  an  administration   order  or  appoint  an
               administrator  or any such resolution is passed or (b) any person
               presents  a  petition  or files a  document  with a court for the
               administration  of any Obligor or any Material  Subsidiary or (c)
               an  administration  order  is  made  or  administrator  otherwise
               appointed in relation to any Obligor or any  Material  Subsidiary
               or (d) the  shareholders,  directors  or  other  officers  of any
               Obligor or any Material  Subsidiary request the appointment of or
               give notice of their  intention  to appoint an  administrator  in
               respect of any  Obligor  or any  Material  Subsidiary  or (e) any
               other step is taken by any person with a view to any  appointment
               of an  administrator  in respect of any  Obligor or any  Material
               Subsidiary; or".


                                       7


<PAGE>

(b)  The existing Section 11 of the Amended and Restated Note Purchase Agreement
     shall be  amended by (i)  renumbering  sub-paragraph  (h) as  sub-paragraph
     (h)(1) and (ii) by adding the following new sub-paragraph (h)(2) to read as
     follows:

     "(2) (i) any meeting of the  shareholders,  directors or other  officers of
     any  Obligor or any  Material  Subsidiary  is  convened  for the purpose of
     considering any resolution to present an application for an  administration
     order or appoint an  administrator or any such resolution is passed or (ii)
     any person  presents a  petition  or files a document  with a court for the
     administration  of any  Obligor  or any  Material  Subsidiary  or  (iii) an
     administration  order  is  made or  administrator  otherwise  appointed  in
     relation  to  any  Obligor  or  any   Material   Subsidiary   or  (iv)  the
     shareholders,  directors  or other  officers of any Obligor or any Material
     Subsidiary  request the appointment of or give notice of their intention to
     appoint  an  administrator  in  respect  of any  Obligor  or  any  Material
     Subsidiary  or (v) any other step is taken by any person with a view to any
     appointment of an  administrator  in respect of any Obligor or any Material
     Subsidiary; or".

4.6  Auditors Reports

(a)  Section 11 of the Amended and Restated  Note  Purchase  Agreement  shall be
     amended by (i)  replacing "." with "; or" at the end of  sub-paragraph  (q)
     and (ii) adding the following new sub-paragraph  (r) immediately  following
     sub-paragraph (q) to read as follows:

     "(r) the Auditors  qualify their report on the preliminary or final audited
          consolidated financial statements of the Group in any way except where
          the  qualification  has been agreed with the  Noteholders or where the
          remedy for the matter giving rise to the  qualification  would have no
          material  adverse effect on the results of the Group for the period to
          which such accounts relate nor on the financial  position of the Group
          as at the end of such  period or the  Auditors  include in that report
          any  emphasis  of matter  statement  in  relation  to any  fundamental
          uncertainty."; and

(b)  The existing Clause 14.1.22 of the Facilities Agreement shall be amended by
     adding the words "or the  Auditors  include in that report any  emphasis of
     matter  statement in relation to any fundamental  uncertainty"  immediately
     after the words "end of such period".

5.   Representations and Warranties

5.1  Repetition of representations and warranties

The  representations  and warranties in Clause 11.1 of the Facilities  Agreement
and in this Clause 5 (including  Clause 11.1.8 of the  Facilities  Agreement but
excluding the other excluded  representations) shall be deemed to be repeated by
the Parent on the date of this Agreement and on the Commencement Date as if made
with  reference  to the facts and  circumstances  existing on each such day. The
representations  and  warranties  in Section 5 of the Amended and Restated  Note
Purchase  Agreement  (excluding  Sections 5.3, 5.16,  5.17, 5.21, 5.26, 5.27 and
5.28) shall be deemed to be repeated by the Parent and the Issuer on the date of
this  Agreement and on the  Commencement  Date as if made with  reference to the
facts  and  circumstances  existing  on each  such day.  The  repetition  of the
representation  and  warranties  set  out in  Clause  11.1.8  of the  Facilities
Agreement and Section 5.20 of the Amended and Restated  Note Purchase  Agreement
on the date of this Agreement  shall be deemed to be made as if qualified by the
statement "other than the Specified Defaults and those other Defaults and Events
of Default which are waived pursuant to the Interim Support Agreement".


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<PAGE>

5.2  Zenith Joint Venture Agreement

The Parent represents and warrants to each Finance Party that:

(a)  any and all of the Group's  right,  interest and title in respect of shares
     in Zenith are and will be held at all times by the Zenith SPV; and

(b)  the copy of the joint venture agreement dated 27th September,  2001 between
     Cordiant  Communications  Group  plc,  Publicis  Groupe  SA and  Mediavista
     Limited which was  delivered to Allen & Overy and Bingham  McCutchen LLP by
     the Parent's legal advisers on or about 17th April, 2003 is true,  complete
     and accurate in all  respects  and,  save as referred to therein,  no other
     agreements,  arrangements or understandings exist between all or any of the
     parties to that agreement which might materially affect the transactions or
     arrangements  contemplated  by the Finance  Documents and that such copy is
     identical  to the copy of the joint  venture  agreement  relating to Zenith
     which was delivered to the Agent pursuant to the Restructuring Deed.

5.3  Waiver Request Package

(a)  The Parent represents and warrants to each Finance Party that:

     (i)    all factual  statements  contained in the Waiver Request Package (as
            defined  below)  were,  as at the  date  of this  Agreement  and the
            Commencement  Date,  true and accurate in all material  respects and
            did not contain any untrue  statement of a material  fact or omit to
            state a fact  necessary  in  order  to make  not  misleading  in any
            material respect the statements contained therein; and

     (ii)   all financial projections which have been prepared by the Parent (or
            on its behalf) and contained in the Waiver Request Package have been
            prepared in good faith and based upon assumptions  which were or are
            reasonable  at the time  prepared and at the time made  available to
            any Finance Party.

(b)  For the purposes of this Clause 5.3, Waiver Request Package means:

     (i)    the Couch Potato Summary;

     (ii)   the Disposal Summaries;

     (iii)  the Westbourne Terrace Letter; and

     (iv)   all other  information  projections and documentation (as updated in
            writing with the consent of the Agent and the  Noteholders  prior to
            the Commencement  Date) provided to the Agent, to the Noteholders or
            to  PricewaterhouseCoopers by the Parent or its advisers in relation
            to:

            (A)  the Couch Potato Acquisition;

            (B)  either of the disposals referred to in the Disposal Summaries;

            (C)  the Australian Disposals;

            (D)  the Zenith Joint Venture Agreement;


                                       9


<PAGE>

            (E)  the Westbourne Terrace Transaction; or

            (F)  any  of  the  waivers,  consents,  amendments  or  instructions
                 contained in this Agreement.

5.4  Issues with Key Clients

The Parent  represents  and warrants to each  Finance  Party that (after due and
careful enquiry) it is not aware of any issues in the Group's  relationship with
any of its Key Clients  that might (i)  indicate  that there is a risk that such
Key Client  intends to terminate  (or fail to renew) all or any material part of
its business with the Group or (ii) result in such a  termination  or failure to
renew,  save as fully and fairly disclosed in the report  delivered  pursuant to
paragraph 14 of Schedule 5 of this Agreement.

5.5  Group Structure Chart

The  Parent  represents  and  warrants  to each  Finance  Party  that the  Group
Structure Chart is a true, complete and correct  representation of the structure
of all members of the Group (and any companies,  joint  ventures,  businesses or
other  persons  in which the  Parent  (or any other  member of the Group) has an
interest)  and  describes  the  corporate  ownership  structure  of the Parent's
Subsidiaries including all minority interests in such Subsidiaries, in each case
as at the Commencement Date.

5.6  Constitutional Documents

The Parent represents and warrants to each Finance Party that the constitutional
documents of each  Obligor  which were  delivered  to the Agent  pursuant to the
Restructuring Deed and the Noteholders pursuant to the Amended and Restated Note
Purchase  Agreement  have not been  amended  or  varied,  other than only to the
extent  necessary  to  implement  or  reflect  a  change  of name  that has been
disclosed  in the Group  Structure  Chart and related  reconciliation  delivered
under this Agreement.

6.   Undertakings

6.1  Duration

The  undertakings  in this Clause 6 shall  remain in force from the date of this
Agreement and throughout the Support Period.

6.2  Undertakings

The Parent undertakes to each Finance Party:

(a)  to  deliver  to the Agent and the  Noteholders  every  Friday (i) a 13-week
     cashflow  forecast,  (ii) a 4-week  daily  cashflow  forecast  and  (iii) a
     certificate  (the  weekly  certificate),  signed  by  the  Group's  Finance
     Director (without  personal  liability (other than to the extent imposed by
     applicable law)),  stating that the Group has sufficient  liquidity for the
     following 13 week period.  Each such forecast  shall be delivered  together
     with an analysis and  explanation  in writing of that forecast by the Group
     Finance Director, which, in particular,  shall highlight and comment on any
     material  tightening of the terms and  conditions  of the Group's  supplier
     credit;

(b)  to ensure that no member of the Group makes any cash payments in respect of
     any earn out  arrangement  other than as  disclosed in writing to the Banks
     and the Noteholders on 30th April, 2003;


                                       10


<PAGE>

(c)  to ensure that the Borrowers will not utilise the Facilities  other than to
     the extent required to fund the Group's actual cash needs at that time;

(d)  to ensure that the total  Capital  Expenditure  of all members of the Group
     during  the  Support  Period  shall  not  exceed  (pound)4,000,000  (or its
     equivalent),  being  the  amount  indicated  in the cash  budget  delivered
     pursuant to Schedule 5 to this Agreement;

(e)  to continue to pursue  actively  the  disposals  programme  (the  Disposals
     Programme) and the other strategic options described in its presentation to
     the  Banks  and the  Noteholders  dated  28th  April,  2003 or  during  the
     conference  call with the Banks and the  Noteholders on the evening of 30th
     April, 2003 (it being acknowledged that any such disposal is subject to the
     requisite  consents of the Banks and the Noteholders) and, without limiting
     the  foregoing,  to use all reasonable  commercial  efforts to complete the
     Australian Disposals on terms and conditions  satisfactory to the Banks and
     the Noteholders by 15th May, 2003;

(f)  to keep the  Co-ordinators  Committee and the advisers to the Banks and the
     Noteholders  fully  and  promptly  informed  of  (i)  the  progress  of the
     Disposals Programme and (ii) any approaches to the Group or its advisors of
     any kind  whatsoever by any  potential  purchaser of all or any part of the
     Group's  business,  assets or undertaking or a controlling  shareholding in
     the Parent and any material  developments in the Group's (or its advisors')
     discussions with any such potential purchaser;

(g)  to keep the  Co-ordinators  Committee and the advisers to the Banks and the
     Noteholders fully and promptly informed of any material developments in the
     Group's  relationship  with any of its Key Clients  that might (i) indicate
     that there is a risk that such Key Client  intends to terminate (or fail to
     renew)  all or any  material  part of its  business  with the Group or (ii)
     result in such a termination or failure to renew;

(h)  to assist  PricewaterhouseCoopers  in the development of contingency  plans
     for the Banks and the Noteholders;

(i)  to  deliver  or  procure  that  there is  delivered  to the  Agent  and the
     Noteholders by no later than 1st July, 2003 a detailed plan relating to the
     continued  implementation of the Disposals Programme prepared by the Parent
     with Talbot  Hughes  McKillop LLP and approved by the board of directors of
     the  Parent  in  form  and  substance  satisfactory  to the  Banks  and the
     Noteholders;

(j)  to  deliver  to the Agent  (for the  distribution  to the Banks) and to the
     Noteholders  sufficient  copies for all of the Banks and the Noteholders of
     the  audited  consolidated  financial  statements  of  the  Group  for  the
     Financial Year ended 31st  December,  2002 (and the other items referred to
     in Clause  12.1.6(a) of the Facilities  Agreement and Section  7.1(d)(i) of
     the  Amended  and  Restated  Note  Purchase  Agreement)  together  with the
     auditors'  report  referred  to  in  Clause  12.1.6(e)  of  the  Facilities
     Agreement  and Section  7(d)(v) of the Amended and Restated  Note  Purchase
     Agreement as soon as possible  after the date of this  Agreement and in any
     event by no later than 30th June, 2003;

(k)  that no transfer or other  disposal of any  interest in any share in Zenith
     at any time will occur  without the prior  written  consent of the Majority
     Creditors  and that the  Zenith  SPV and the Parent  will not  transfer  or
     otherwise  dispose of or compromise any of their respective rights under or
     in respect of the Zenith Joint Venture Agreement;

(l)  that the Zenith SPV will not create any  Encumbrance  over any  interest in
     any share in Zenith  (and each of the  Parent  and the  Zenith SPV will not
     create any  Encumbrance  over any of their


                                       11


<PAGE>

     respective  rights  under  or  in  respect  of  the  Zenith  Joint  Venture
     Agreement) except under a Security Document;

(m)  to ensure that Bates Deutschland  Holding GmbH will grant, in favour of the
     Common Security  Trustee,  security (in form and substance  satisfactory to
     the Agent and the  Noteholders)  over the shares  which it owns in Scholz &
     Friends AG, within two weeks of a request by the Agent and the  Noteholders
     to provide such security; and

(n)  to  deliver,  or  procure  that  there is  delivered,  to the Agent and the
     Noteholders  by no later than 30th May, 2003,  legal opinions  addressed to
     the Finance  Parties (in form and substance  satisfactory  to the Agent and
     the  Noteholders) in respect of Microarts  Corporation and Interactive Edge
     Inc. in the event that either of those entities has not been disposed of by
     that date in accordance with the Disposal Summaries.

7.   Default

7.1  Event of Default

There shall be an immediate Event of Default under the Facilities  Agreement and
under the Amended and Restated Note Purchase  Agreement on the occurrence of any
of the events  specified in the definition of Support Period in Clause 1.1 above
(other  than that in  paragraph  (a) of such  definition)  unless  the  Majority
Creditors in their absolute discretion otherwise agree.

8.   Expenses

8.1  Fees and expenses

The Parent  shall  forthwith  on demand pay all  professional  fees and expenses
(including but not limited to the fees of Allen & Overy,  Bingham  McCutchen LLP
and PricewaterhouseCoopers) incurred by any Finance Party in connection with the
waivers,  releases,  consents,  amendments and instructions under or relating to
this Agreement or to any of the Finance Documents and all related  documentation
contemplated in such waivers,  releases,  consents,  amendments and instructions
whether or not the Commencement Date occurs.

8.2  Enforcement costs

The Parent shall forthwith on demand pay to each Finance Party the amount of all
costs and  expenses  (including  legal  fees)  incurred in  connection  with the
enforcement of, or the preservation of any rights under, any Finance Document.

9.   No Changes to the Obligors

9.1  Transfer of Obligors

No Obligor may assign,  transfer or novate or dispose of any of, or any interest
in, any of its rights and/or obligations under the Finance Documents.

10.  Amendments and Waivers

10.1 Procedure

(a)  Except  as  provided  in this  Clause,  any term of this  Agreement  may be
     amended  or  waived  with the  agreement  of the  Parent  and the  Majority
     Creditors. The Agent may effect, on behalf


                                       12


<PAGE>

     of the Banks, any amendment or waiver permitted under this Clause. Any such
     amendment or waiver with the requisite  consent shall be binding on all the
     Parties.

(b)  The  Agent  shall  promptly  notify  the Banks of any  amendment  or waiver
     effected under paragraph (a).

10.2 Exceptions

(a)  An amendment or waiver not agreed by a Finance Party which:

     (i)    relates to this Clause 10 (Amendments and Waivers); or

     (ii)   relates to a term of this  Agreement  which  expressly  requires the
            consent of that Party,

     is not binding on that Party.

(b)  An amendment or waiver which affects the rights and/or  obligations  of the
     Common  Security   Trustee  or  the  Agent  may  not  be  effected  without
     respectively the consent of the Common Security Trustee or the Agent.

10.3 Waivers and remedies cumulative

The rights of each Finance Party under this Agreement:

(a)  may be exercised as often as necessary;

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

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

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

11.  Confidentiality

(a)  Each Finance Party must keep  confidential  the terms of this Agreement and
     any information supplied to it by or on behalf of any Obligor in connection
     with this  Agreement.  However,  a Finance  Party is  entitled  to disclose
     information:

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

     (ii)   in connection with any legal, regulatory or arbitration proceedings;

     (iii)  if required to do so under any law or regulation;

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

     (v)    to its officers, directors, employees and professional advisers;

     (vi)   to the extent allowed under paragraph (b) below; or

     (vii)  with the  agreement  of the Parent (as the  Obligors'  agent for the
            purposes of this Clause).


                                       13


<PAGE>

(b)  A Finance Party may disclose to an Affiliate or any person with whom it may
     enter,  or has entered into, any kind of transfer,  participation  or other
     agreement in relation to this Agreement (a participant):

     (i)    a copy of this Agreement and

     (ii)   any  information  which that Finance Party has acquired  under or in
            connection with this Agreement.

     However, before a participant may receive any confidential information,  it
     must  agree  with  the  relevant  Finance  Party to keep  that  information
     confidential in accordance with the terms of paragraph (a) above.

12.  Stamp Duties

The Parent  shall pay,  and  forthwith on demand  indemnify  each Finance  Party
against  any  liability  it incurs in respect  of, any stamp,  registration  and
similar  tax which is or becomes  payable  in  connection  with the entry  into,
performance or enforcement of this Agreement.

13.  Miscellaneous

13.1 This  Agreement  is a  "Bank  Finance  Document"  for the  purposes  of the
     Facilities Agreement,  a "Security Document" for the purposes of Clause 7.1
     of the Intercreditor Agreement, and a "Finance Document" for the purpose of
     the Amended and Restated Note Purchase Agreement.

13.2 To the extent that any amount that is paid to, or received  by, any Finance
     Party in respect  of its  Liabilities  is,  pursuant  to the  Intercreditor
     Agreement,  required  to be applied  towards  any other  Liabilities,  that
     Finance  Party's  relevant  Liabilities  will be  deemed  not to have  been
     reduced or discharged by that payment or receipt and will be payable at the
     earliest time that is in accordance with the Intercreditor  Agreement (and,
     if  interest  is not  otherwise  accruing  on those  Liabilities  under the
     Finance  Documents,  interest will accrue on those  Liabilities (a) (in the
     case of a Bank) under the Facilities  Agreement as if they were unpaid sums
     under that  agreement,  but at a rate 1 per cent. per annum less than which
     would  otherwise  be  applicable  under  Clause  5.5.2  of  the  Facilities
     Agreement or (b) (in the case of a Noteholder) under Section  8.1(a)(ii) of
     the Amended and Restated Note Purchase  Agreement as if they were principal
     amounts of the Notes).

13.3 Save as waived, consented to or amended by this Agreement the provisions of
     the  Facilities  Agreement  and the  Amended  and  Restated  Note  Purchase
     Agreement  shall  continue  in full  force and  effect  and the  Facilities
     Agreement  or, as the case may be, the Amended and Restated  Note  Purchase
     Agreement and this Agreement shall be read and construed as one instrument.
     Where there is an  inconsistency  between this Agreement and the Facilities
     Agreement  or, as the case may be, the Amended and Restated  Note  Purchase
     Agreement this Agreement will prevail.

13.4 For the  avoidance  of  doubt,  the  Parent  and each  other  Obligor  also
     represents and warrants that its obligations  under the Security  Documents
     (and in the case of the Parent,  those  obligations  of each other Obligor)
     continue  in  full  force  and  effect  (and   guarantee   and  secure  (as
     appropriate) all Liabilities including,  without limitation,  in respect of
     the Notes and the Amended  and  Restated  Note  Purchase  Agreement  or the
     Facilities  Agreement (in each case as amended by this  Agreement)  and the
     Finance   Parties'   other   interests   under  the   Finance   Documents),
     notwithstanding the waivers, amendments and consents granted or made


                                       14


<PAGE>

     pursuant to this Agreement.  The Parent and each Obligor shall, if and when
     at any time required by the Agent or the Noteholders (to the extent legally
     possible)  execute such further  documents,  confirmations,  guarantees and
     Encumbrances in favour of or for the benefit of the Common Security Trustee
     and the other  Finance  Parties and do all acts and things as the Agent and
     the Noteholders shall from time to time require in relation to the Security
     Documents  to  perfect,  protect or confirm  the  guarantees  and  security
     intended to be created by those documents.

13.5 In order to induce the Finance Parties to enter into this  Agreement,  each
     Obligor  acknowledges and agrees that (a) no Obligor has any claim or cause
     of action against any Finance Party (or any of their respective  directors,
     officers,  employees  or  agents)  (b) no  Obligor  has any  offset  right,
     counterclaim  or  defence  of  any  kind  against  any  of  its  respective
     obligations,  indebtedness or liabilities to any Finance Party and (c) each
     Finance Party has, up to the date of this Agreement, properly performed and
     satisfied in a timely manner all of its  obligations  to the Obligors.  The
     Obligors wish to eliminate any possibility that any past conditions,  acts,
     omissions,  events,  circumstances  or matters  would  impair or  otherwise
     adversely affect any of the Finance Parties' rights, interests,  contracts,
     collateral security or remedies.  Therefore,  each Obligor  unconditionally
     releases,  waives  and  forever  discharges  (i) any  and all  liabilities,
     obligations,  duties,  promises or  indebtedness of any kind of any Finance
     Party to any Obligor, except the obligations to be performed by any Finance
     Party on or after the date hereof as expressly stated in this Agreement and
     the Finance Documents and (ii) all claims, offsets, causes of action, suits
     or defences of any kind  whatsoever (if any),  whether arising at law or in
     equity,  whether known or unknown,  which any Obligor might  otherwise have
     against any Finance Party or any of its directors,  officers,  employees or
     agent,  in either  case (i) or (ii),  on account  of any past or  presently
     existing condition, act, omission, event, contract, liability,  obligation,
     indebtedness,  claim, cause of action,  defence,  circumstance or matter of
     any kind.

13.6 Each Obligor agrees to be bound by this Agreement  notwithstanding that any
     person  intended to execute or to be bound by this  Agreement may not do so
     or may not be effectually bound.

14.  Counterparts

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

15.  Notices

All  notices  or other  communications  under  this  Agreement  shall be made by
letter, facsimile or in person and shall be deemed to be duly given or made when
delivered to (in the case of by letter or person) or when  received (in the case
of facsimile) the relevant party at its address or facsimile number as specified
in the Finance  Documents and for the attention of the person therein  specified
(or such other  address or  facsimile  number as may be  specified to each other
party hereto on at least five Banking Days' prior to notice).

16.  Jurisdiction and Governing Law

16.1 Governing law

This Agreement is governed by English Law.


                                       15


<PAGE>

16.2 Submission

For the benefit of each Finance Party, each Obligor agrees that:

(a)  the courts of England have exclusive jurisdiction to settle any disputes in
     connection with this Agreement; and

(b)  the English Courts are the most appropriate and convenient courts to settle
     any such disputes.

16.3 Service of process

Without prejudice to any other mode of service, each Obligor not incorporated in
England and Wales:

(a)  irrevocably  appoints  the  Parent as its agent for  service  of process in
     relation to any  proceedings  before the English courts in connection  with
     this Agreement (and the Parent irrevocably and unconditionally accepts that
     appointment);

(b)  agrees that failure by the process agent to notify the relevant  Obligor of
     the process will not invalidate the proceedings concerned;

(c)  consents to the  service of process  relating  to any such  proceedings  by
     prepaid  posting of a copy of the process to its address for the time being
     notified under Clause 15 (Notices).

16.4 Forum convenience and enforcement abroad

Each Obligor:

(a)  waives objection to the English courts on grounds of inconvenient  forum or
     otherwise as regards proceedings in connection with this Agreement; and

(b)  agrees that a judgment or order of an English court in connection with this
     Agreement is conclusive and binding on it and may be enforced against it in
     the courts of any other jurisdiction.

16.5 Non-exclusivity

Nothing  in this  Clause  16  limits  the  right of any  Finance  Party to bring
proceedings against an Obligor in connection with the Finance Documents:

(a)  in any other court of competent jurisdiction; or

(b)  concurrently in more than one jurisdiction.

16.6 Waiver of trial by jury

EACH  OBLIGOR  HEREBY  WAIVES  ANY AND ALL  RIGHT TO TRIAL BY JURY IN ANY  LEGAL
PROCEEDINGS  ANYWHERE  ARISING  OUT OF OR  RELATING  TO  THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

17.  Contracts (Rights of Third Parties) Act 1999

No term of this  Agreement is enforceable  under the contracts  (Rights of Third
Parties) Act 1999 by a person who is not a party to this Agreement.


                                       16


<PAGE>

                                   SCHEDULE 1

                              CERTAIN SUBSIDIARIES


CORDIANT FINANCE, INC.

ATLAS ADVERTISING LIMITED

BATES EUROPE LIMITED

BATES UK LIMITED

HP:ICM LIMITED

THE DECISION SHOP LIMITED

BATES DEUTSCHLAND HOLDINGS GMBH

BATES ADVERTISING USA, INC.

BATES HEALTHWORLD, INC.

BATES WORLDWIDE (DELAWARE), INC.

BAMBER FORSYTH LIMITED

CCG.XM, INC.

CORDIANT US HOLDINGS, INC.

FALK HEALTHWORLD, INC.

FITCH, INC.

141 GERMANY GMBH

HEALTHWORLD CORPORATION

LIGHTHOUSE GLOBAL NETWORK, INC.

MORGEN-WALKE ASSOCIATES, INC.

HEALTHWORLD UK LIMITED

BATES OVERSEAS HOLDINGS LIMITED

BULLETIN INTERNATIONAL LIMITED

BULLETIN INTERNATIONAL UK LIMITED

FD INTERNATIONAL LIMITED


                                       17


<PAGE>

C&FD (HOLDINGS) LIMITED

CCG.XM

CCG.XM HOLDINGS LIMITED

CCG.XM (UK) LIMITED

CLARION COMMUNICATIONS (P.R.) LIMITED

COLWOOD HEALTHWORLD LIMITED

CONNECT FIVE LIMITED

CONNECT ONE LIMITED

CONNECT SIX LIMITED

CORDIANT GROUP LIMITED

CORDIANT OVERSEAS HOLDINGS LIMITED

CORDIANT PROPERTY HOLDINGS LIMITED

CORDIANT (US) HOLDINGS LIMITED

CORPORATE & FINANCIAL DESIGN LIMITED

DECKCHAIR STUDIO LIMITED

FINANCIAL DYNAMICS HOLDINGS LIMITED

FINANCIAL DYNAMICS LIMITED

FITCH INTERNATIONAL LIMITED

FITCH LIMITED

FITCH WORLDWIDE LIMITED

GARROTT DORLAND CRAWFORD HOLDINGS LIMITED

HEADCOUNT WORLDWIDE FIELD MARKETING LIMITED

HEALTHWORLD HOLDINGS LIMITED

HEALTHWORLD UK HOLDINGS LIMITED

LIGHTHOUSE HOLDINGS (UK) LIMITED

MILTON MARKETING GROUP LIMITED


                                       18


<PAGE>


MILTON MARKETING LIMITED

PCI LIVEDESIGN LIMITED

PROPOSE TWO LIMITED

PSD ASSOCIATES LIMITED

SCHOLZ & FRIENDS LONDON LIMITED

SECURE TWO LIMITED

FITCH DESIGN CONSULTANTS LIMITED

SONIC SUN LIMITED

SWOT PLUS LIMITED

TED BATES HOLDINGS LIMITED

ULTIMATE EVENTS LIMITED

XMSS LIMITED

CHANNELEX, INC.

DRUMMER ASSOCIATES, INC.

DWP BATES TECHNOLOGY LLC

HEATHWORLD INTERNATIONAL HOLDINGS, INC.

INTERACTIVE EDGE, INC.

MICROARTS CORPORATION

PECLERS PARIS NORTH AMERICA, INC.

PRIMO ANGELI INC.

S&S MCC AND MCC, INC.

THE DECISION SHOP, INC.

THE LEONHARDT GROUP, INC.


                                       19


<PAGE>

BATES GERMANY WERBEAGENTUR GMBH

CORDIANT HOLDINGS GMBH

141 GERMANY GMBH

XCEED! AGENTUR FUR MEDIANBERATUNG UND INNOVATIVE KOMMUNIKATION GMBH

CHAFMA B.V.

CORDIANT FINANCE B.V.


                                       20


<PAGE>

                                   SCHEDULE 2

                                     BANKS


ALLIED IRISH BANKS, PLC

CCF SA

CARGILL FINANCIAL MARKETS PLC

DEUTSCHE BANK AG, LONDON

FLEET NATIONAL BANK

GOLDMAN SACHS CREDIT PARTNERS L.P.

HSBC BANK PLC

LLOYDS TSB BANK PLC

MORGAN STANLEY & CO. INTERNATIONAL LIMITED

SCOTIABANK EUROPE PLC

THE BANK OF NEW YORK

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

THE ROYAL BANK OF SCOTLAND PLC

WESTLB AG


                                       21


<PAGE>

                                   SCHEDULE 3

                              CURRENT NOTEHOLDERS


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

PRUCO LIFE INSURANCE COMPANY

HARTFORD LIFE INSURANCE COMPANY

MASSACHUSETTS MUTUAL INSURANCE COMPANY

CERBERUS PARTNERS, L.P.

STRATEGIC VALUE PARTNERS, LLC


                                       22


<PAGE>

                                   SCHEDULE 4

                                     PART 1

                   SPECIFIED DEFAULTS - FACILITIES AGREEMENT

1.   The breach of Clause  13.1.1 of the  Facilities  Agreement  in so far as it
     relates to the 12 month period ending 31st March, 2003;

2.   The breach of Clause  13.1.2 of the  Facilities  Agreement  in so far as it
     relates to the 12 month period ending 31st March, 2003;

3.   Each Event of Default pursuant to Clause 14.1.6 of the Facilities Agreement
     in respect of  Specified  Defaults  under the  Amended  and  Restated  Note
     Purchase Agreement;

4.   The breach of Clause 14.1.22 of the Facilities  Agreement in respect of the
     preliminary  consolidated  financial  statements  of the Group for the year
     ending 31st December 2002;

5.   The breach of Clause 12.1.6(a) of the Facilities  Agreement in so far as it
     relates  to the non  delivery  by the  Parent of the  audited  consolidated
     financial  statements of the Group (and the other items referred to in that
     Clause) for the Financial Year ended 31st December,  2002 together with the
     auditors report referred to in Clause 12.1.6(e) of the Facilities Agreement
     by no later than 31st March, 2003;

6.   The breach of Clause  14.1.1 of the  Facilities  Agreement  in so far as it
     relates to the failure by the Parent to pay the Deferred Fee referred to in
     Clause 9.1.8 of the  Facilities  Agreement,  prior to the amendment of such
     Clause under this Agreement and without  prejudice to the  requirements  of
     paragraph 3 of Schedule 5 to this  Agreement  or under  Clause 9.1.8 of the
     Facilities Agreement, as amended by this Agreement;

7.   The breach of Clause  14.1.21 of the  Facilities  Agreement in so far as it
     relates to the notice by Allied Domecq of the  termination of its contracts
     with the Group; and

8.   The breach of Clause  12.2.6 of the  Facilities  Agreement  in so far as it
     relates to the Couch Potato Acquisition.


                                       23


<PAGE>

                                   SCHEDULE 4

                                     PART 2

       SPECIFIED DEFAULTS - AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

1.   The breach of Section  10.3.1(a) of the Amended and Restated  Note Purchase
     Agreement in so far as it relates to the 12 month period ending 31st March,
     2003;

2.   The breach of Section  10.3.1(b) of the Amended and Restated  Note Purchase
     Agreement in so far as it relates to the 12 month period ending 31st March,
     2003;

3.   Each Event of Default  pursuant  to Section  11(f)(ii)  of the  Amended and
     Restated Note Purchase Agreement in respect of Specified Defaults under the
     Facilities Agreement;

4.   The breach of Section  7.1(d)(i) of the Amended and Restated  Note Purchase
     Agreement in so far as it relates to the  non-delivery by the Parent of the
     audited financial  statements of the Group (and the other items referred to
     in that Section) for the Financial Year ended 31st December,  2002 together
     with the auditors  report  referred to in Section  7.1(d)(v) of the Amended
     and Restated Note Purchase Agreement by no later than 31st March, 2003; and

5.   The breach of Section  10.1.6 of the Amended  and  Restated  Note  Purchase
     Agreement in so far as it relates to the Couch Potato Acquisition.


                                       24


<PAGE>

                                   SCHEDULE 5

                              CONDITIONS PRECEDENT

1.   A copy  of this  Agreement  countersigned  by the  Parent  and  each of the
     Subsidiaries listed in Schedule 1.

2.   Confirmation   from   Allen   &   Overy,    Bingham   McCutchen   LLP   and
     PricewaterhouseCoopers  that they have received  payment from the Parent in
     respect  of  all  professional   fees  and  expenses  incurred  up  to  the
     Commencement  Date in  connection  with all  waivers,  releases,  consents,
     amendments  and  instructions  under  or  relating  to any  of the  Finance
     Documents  and all  related  documentation  contemplated  in such  waivers,
     releases, consents, amendments and instructions.

3.   Evidence of the  payment of  (pound)32,448.63  to the Agent in  immediately
     available  cleared  funds in  payment  of the  deferred  fee (and  interest
     thereon) to the date of this Agreement under Clause 9.1.8 of the Facilities
     Agreement (as amended by this Agreement) in respect of the New Money.

4.   A copy of the group  structure  chart showing all members of the Group (and
     any companies, joint venture businesses or other person in which the Parent
     (or any other  member of the Group) has an  interest)  and  describing  the
     corporate  ownership structure of the Parent's  Subsidiaries  including all
     minority  interests  in  such   Subsidiaries,   in  each  case  as  at  the
     Commencement   Date  (the   Group   Structure   Chart)   together   with  a
     reconciliation of the differences between the Group Structure Chart and the
     structure  chart  delivered by the Parent to the Agent in  accordance  with
     Schedule 5 of the  Restructuring  Deed and  delivered  by the Parent to the
     Noteholders  in  accordance  with  Section 4.14 of the Amended and Restated
     Note Purchase Agreement.

5.   Certified  copies  of  corporate  authorities  in  relation  to each of the
     Obligors.

6.   Legal Opinions provided by:

     (a)  (to the Banks) Allen & Overy, English legal advisers to the Banks.

     (b)  (to the Noteholders) Macfarlanes, English legal advisers to the Group.

     (c)  (to the Finance Parties) Legal advisors in each  jurisdiction in which
          an Obligor is incorporated or formed other than England (other than in
          respect  of  Cordiant  Australia,   GPB,  Microarts   Corporation  and
          Interactive Edge Inc.).

7.   An original of the Bank  co-ordinator's  engagement letter duly executed by
     the Banks and the  Obligors  together  with  evidence of the payment of the
     work fees of  (pound)375,000  in aggregate due  thereunder  in  immediately
     available cleared funds.

8.   An  original  of  the  Noteholder  co-ordinator's  engagement  letter  duly
     executed by the Noteholders and the Obligors  together with evidence of the
     payment of the work fees of  (pound)375,000  in aggregate due thereunder in
     immediately  available  cleared  funds  for the  pro  rata  account  of the
     Noteholders.

9.   A copy of the revised  Talbot Hughes  McKillop LLP  engagement  letter duly
     executed by the Obligors.


                                       25


<PAGE>

10.  A copy of the  Group's  employee  retention  plan (the  Employee  Retention
     Plan).

11.  Evidence of the  implementation of the Employee Retention Plan at a cost to
     the Group not exceeding  the cost  indicated in that plan and evidence that
     the  Executive  Incentive  Plan is agreed in  principle  with the  relevant
     executives and will be implemented as soon as is practicable and consistent
     with the City  Code on  Takeovers  and  Mergers  at a cost to the Group not
     exceeding the cost indicated in that plan.

12.  A copy of the Group's key executive incentive plan (the Executive Incentive
     Plan).

13.  A cash budget for the Group for the period  ending 15 July,  2003  together
     with a commentary thereon by PricewaterhouseCoopers.

14.  A formal written report on the Group's relationships and prospects with its
     Key Clients,  such report to be based on discussions with those Key Clients
     after the announcement of the termination of the Allied Domecq contract.


                                       26
<PAGE>


                                  SIGNATORIES


THE PARENT

/s/ S. WILSON
...............................
CORDIANT COMMUNICATIONS GROUP PLC



THE OBLIGORS:


/s/ ANDREW BOLAND
......................................
CORDIANT FINANCE, INC.


/s/ DENISE WILLIAMS
......................................
ATLAS ADVERTISING LIMITED


/s/ DENISE WILLIAMS
......................................
BATES EUROPE LIMITED


/s/ DENISE WILLIAMS
......................................
BATES UK LIMITED


/s/ DENISE WILLIAMS
......................................
HP:ICM LIMITED


/s/ DENISE WILLIAMS
......................................
THE DECISION SHOP LIMITED


/s/ RJ HENRY
......................................
BATES DEUTSCHLAND HOLDINGS GMBH


                                       27


<PAGE>

/s/ ANDREW BOLAND
......................................
BATES ADVERTISING USA, INC.



/s/ ANDREW BOLAND
......................................
BATES HEALTHWORLD, INC.


/s/ ANDREW BOLAND
......................................
BATES WORLDWIDE (DELAWARE), INC.


/s/ DENISE WILLIAMS
......................................
BAMBER FORSYTH LIMITED


/s/ ANDREW BOLAND
......................................
CCG.XM, INC.


/s/ ANDREW BOLAND
......................................
CORDIANT US HOLDINGS, INC.


/s/ ANDREW BOLAND
......................................
FALK HEALTHWORLD, INC.


/s/ ANDREW BOLAND
......................................
FITCH, INC.


(signed below)
......................................
141 GERMANY GMBH


/s/ ANDREW BOLAND
......................................
HEALTHWORLD CORPORATION


                                       28


<PAGE>

/s/ ANDREW BOLAND
......................................
LIGHTHOUSE GLOBAL NETWORK, INC.


/s/ ANDREW BOLAND
......................................
MORGEN-WALKE ASSOCIATES, INC.


/s/ DENISE WILLIAMS
......................................
HEALTHWORLD UK LIMITED


/s/ DENISE WILLIAMS
......................................
BATES OVERSEAS HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
BULLETIN INTERNATIONAL LIMITED


/s/ DENISE WILLIAMS
......................................
BULLETIN INTERNATIONAL UK LIMITED


/s/ DENISE WILLIAMS
......................................
FD INTERNATIONAL LIMITED


/s/ DENISE WILLIAMS
......................................
C&FD (HOLDINGS) LIMITED


/s/ DENISE WILLIAMS
......................................
CCG.XM


/s/ DENISE WILLIAMS
......................................
CCG.XM HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
CCG.XM (UK) LIMITED


                                     29


<PAGE>

/s/ DENISE WILLIAMS
......................................
CLARION COMMUNICATIONS (P.R.) LIMITED


/s/ DENISE WILLIAMS
......................................
COLWOOD HEALTHWORLD LIMITED


/s/ DENISE WILLIAMS
......................................
CONNECT FIVE LIMITED


/s/ DENISE WILLIAMS
......................................
CONNECT ONE LIMITED


/s/ DENISE WILLIAMS
......................................
CONNECT SIX LIMITED


/s/ DENISE WILLIAMS
......................................
CORDIANT GROUP LIMITED


/s/ DENISE WILLIAMS
......................................
CORDIANT OVERSEAS HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
CORDIANT PROPERTY HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
CORDIANT (US) HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
CORPORATE & FINANCIAL DESIGN LIMITED


                                       30


<PAGE>

/s/ DENISE WILLIAMS
......................................
DECKCHAIR STUDIO LIMITED


/s/ DENISE WILLIAMS
......................................
FINANCIAL DYNAMICS HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
FINANCIAL DYNAMICS LIMITED


/s/ DENISE WILLIAMS
......................................
FITCH INTERNATIONAL LIMITED


/s/ DENISE WILLIAMS
......................................
FITCH LIMITED


/s/ DENISE WILLIAMS
......................................
FITCH WORLDWIDE LIMITED


/s/ DENISE WILLIAMS
......................................
GARROTT DORLAND CRAWFORD HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
HEADCOUNT WORLDWIDE FIELD MARKETING LIMITED


/s/ DENISE WILLIAMS
......................................
HEALTHWORLD HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
HEALTHWORLD UK HOLDINGS LIMITED


                                       31


<PAGE>

/s/ DENISE WILLIAMS
......................................
LIGHTHOUSE HOLDINGS (UK) LIMITED


/s/ DENISE WILLIAMS
......................................
MILTON MARKETING GROUP LIMITED


/s/ DENISE WILLIAMS
......................................
MILTON MARKETING LIMITED


/s/ DENISE WILLIAMS
......................................
PCI LIVEDESIGN LIMITED


/s/ DENISE WILLIAMS
......................................
PROPOSE TWO LIMITED


/s/ DENISE WILLIAMS
......................................
PSD ASSOCIATES LIMITED


/s/ DENISE WILLIAMS
......................................
SCHOLZ & FRIENDS LONDON LIMITED


/s/ DENISE WILLIAMS
......................................
SECURE TWO LIMITED


/s/ DENISE WILLIAMS
......................................
FITCH DESIGN CONSULTANTS LIMITED


/s/ DENISE WILLIAMS
......................................
SONIC SUN LIMITED


/s/ DENISE WILLIAMS
......................................
SWOT PLUS LIMITED


                                       32


<PAGE>

/s/ DENISE WILLIAMS
......................................
TED BATES HOLDINGS LIMITED


/s/ DENISE WILLIAMS
......................................
ULTIMATE EVENTS LIMITED


/s/ DENISE WILLIAMS
......................................
XMSS LIMITED


/s/ ANDREW BOLAND
......................................
CHANNELEX, INC.


/s/ ANDREW BOLAND
......................................
DRUMMER ASSOCIATES, INC.


/s/ ANDREW BOLAND
......................................
DWP BATES TECHNOLOGY LLC


/s/ ANDREW BOLAND
......................................
HEATHWORLD INTERNATIONAL HOLDINGS, INC.


/s/ ANDREW BOLAND
......................................
INTERACTIVE EDGE, INC.


/s/ ANDREW BOLAND
......................................
MICROARTS CORPORATION


/s/ ANDREW BOLAND
......................................
PECLERS PARIS NORTH AMERICA, INC.


                                       33


<PAGE>

/s/ ANDREW BOLAND
......................................
PRIMO ANGELI INC.


/s/ ANDREW BOLAND
......................................
S&S MCC AND MCC, INC.


/s/ ANDREW BOLAND
......................................
THE DECISION SHOP, INC.


/s/ ANDREW BOLAND
......................................
THE LEONHARDT GROUP, INC.



/s/ GERD NEUMANN
/s/ ULRICH VEIGEL
......................................
BATES GERMANY WERBEAGENTUR GMBH


/s/ GERARD ZOETEBIER
......................................
CORDIANT HOLDINGS GMBH


/s/ EUGEN KERN
/s/ MARCUS STARKE
......................................
141GERMANY GMBH


/s/ THOMAS BRAUN
/s/ WALTHER KAFT
......................................
XCEED! AGENTUR FUR MEDIANBERATUNG UND INNOVATIVE KOMMUNIKATION GMBH

/s/ S. WILSON
......................................
CHAFMA B.V.

/s/ S. WILSON
......................................
CORDIANT FINANCE B.V.


                                       34


<PAGE>

THE BANKS


/s/ MICHAEL BARRY
...............................
ALLIED IRISH BANKS, PLC


/s/ DIRK VAN DORF
...............................
CCF


/s/ MICHELLE DAHLEY
...............................
CARGILL FINANCIAL MARKETS PLC


/s/ LINDSAY POWELL
/s/ ROBERT FOULSTON
...............................
DEUTSCHE BANK AG, LONDON


/s/ CORINNE BARRETT
...............................
FLEET NATIONAL BANK


/s/ PATRICIA TESSIER
...............................
GOLDMAN SACHS CREDIT PARTNERS L.P.


/s/ GARY LEE
...............................
HSBC BANK PLC


/s/ PETER ROBSON
...............................
LLOYDS TSB BANK PLC


/s/ LARS LEMONIUS
...............................
MORGAN STANLEY & CO. INTERNATIONAL LIMITED


/s/ STEVE DOBSON
...............................
SCOTIABANK EUROPE PLC


                                       35


<PAGE>

/s/ PETER HELT
...............................
THE BANK OF NEW YORK


/s/ ALLAN RAMSAY
...............................
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND


/s/ IAN ROBERTS
...............................
THE ROYAL BANK OF SCOTLAND PLC


/s/ TIM SAI LOUIE
/s/ ACHIM TESKE
...............................
WESTLB AG


THE NOTEHOLDERS


/s/ [Authorized Signature]
...............................
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


/s/ [Authorized Signature]
...............................
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


/s/ [Authorized Signature]
...............................
PRUCO LIFE INSURANCE COMPANY


/s/ [Authorized Signature]
...............................
HARTFORD LIFE INSURANCE COMPANY

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


/s/ [Authorized Signature]
...............................
MASSACHUSETTS MUTUAL INSURANCE COMPANY


                                       36


<PAGE>


/s/ [Authorized Signature]
...............................
CERBERUS PARTNERS, L.P.

By:      Cerberus Associates, LLC,
         Its General Partner


/s/ [Authorized Signature]
...............................
STRATEGIC VALUE PARTNERS, LLC

THE AGENT, SECURITY TRUSTEE AND THE COMMON SECURITY TRUSTEE


/s/ KHALID RAJA
...............................
HSBC BANK PLC





                                       37