EXHIBIT 4.8


Cordiant Communications Group plc
1-5 Midford Place
London
W1T 5BH

On behalf of all Obligors as defined in
the Facilities Agreement referred to below

                                                                  4th July, 2003

Dear Sirs

Facilities Agreement dated 4th July, 2000 between Cordiant  Communications Group
plc  as  the  Parent  and  certain  of  its  subsidiaries  as  Borrowers  and/or
Guarantors,  The Bank of New York and HSBC Bank plc as Arrangers,  the banks and
financial  institutions  listed therein as the Banks and HSBC Bank plc as Agent,
Security Trustee and Common Security Trustee,  The Bank of New York as Swingline
Bank and HSBC Bank plc as  Overdraft  Bank  (each  capitalised  term as  defined
therein)  as  amended,   restated  and  supplemented  from  time  to  time  (the
"Facilities Agreement")

Amended and Restated Note Purchase Agreement dated 19 April 2002 entered into by
Cordiant  Finance  Inc as Issuer,  Cordiant  Communications  Group plc as Parent
Guarantor  and the  Noteholders  listed in Schedule A thereto (the "Amended Note
Purchase Agreement")

We refer to the  Facilities  Agreement and the Amended Note Purchase  Agreement.
Terms and  expressions  defined in the Facilities  Agreement shall have the same
meanings when used in this letter unless otherwise defined.

We refer to Clause 3.2.1 of the  Facilities  Agreement  which  provides that the
obligation of the Overdraft Bank to make available any Utilisation is subject to
the condition that, inter alia, at the date of each Utilisation no Default shall
have occurred and be continuing unremedied and unwaived or would result from the
making of such Utilisation.

We also refer to the proposed transfer by the Parent of its entire shareholdings
in Financial Dynamics Holdings Limited ("FD"), C&FD (Holdings) Limited ("C&FD"),
Financial  Dynamics Ireland Limited ("FD Ireland") and FD International  Limited
("FD Ltd") 3319th Single Member Shelf Trading Company Limited ("Newco") and the
transfer by the Parent's Subsidiary  Lighthouse Global Network Inc of its entire
shareholding in Morgen-Walke Associates, Inc ("MWA") to FD MWA Holdings, Inc., a
wholly owned subsidiary of Newco in each case, substantially on the terms of the
draft sale and purchase agreement attached to this letter (the "Disposals").

In order to effect the Disposals it will be necessary to:

1         release FD, C&FD, FD Ltd, MWA,  Corporate & Financial  Design  Limited
          and Financial  Dynamics  Limited (the  "Companies")  and the shares in
          each of the Companies  from the security and other  obligations of the
          Finance Documents; and

2         allow the Parent to deposit  an amount of up to  (pounds)735,712  from
          the  proceeds of the  Disposals  into an account held at HSBC Bank plc
          ("HSBC") as cash  collateral  in respect of all of HSBC's  obligations
          under guarantee number  102/153906B which was issued by HSBC in favour
          of Holborn Gate (Nominee No 1) Ltd and Holborn Gate (Nominee No 2) Ltd
          on 6th November, 2000 and to charge in favour of

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     HSBC by way of a first fixed  charge all of its right title and interest in
     such moneys (the "Charge").

We hereby:

1         waive,  until the Agent  gives any notice to the Parent  under  Clause
          14.2  (Acceleration)  of the  Facilities  Agreement,  our rights under
          Clause 3.2.1 of the Facilities  Agreement to prevent  Utilisations  of
          the Overdraft Facility;

2         provided that the proceeds of the Disposals  (other than those subject
          to the  Charge)  are applied in  accordance  with Clause  8.6.4 of the
          Facilities Agreement and the Intercreditor  Agreement,  consent to the
          Disposals and for the purposes of the Disposals:

2.1       consent to the release of the Companies from their  obligations  under
          the Finance Documents and to the creation of the Charge; and

2.2       confirm  that we will  release  (where  required)  and will  otherwise
          procure or instruct the Security  Trustee  and/or the Common  Security
          Trustee  to  release,  the  Companies  from  the  security  and  other
          obligations of the Finance Documents,



Yours faithfully


/s/ [illegible]
.................................................
for and on behalf of
WPP NO. 2337 LIMITED