EXHIBIT 4.6



                            DEBT TRANSFER AGREEMENT



                              DATED 26th June, 2003


                                    BETWEEN



                       Cordiant Communications Group plc
                                 as the Company

                                     -and-

                             Cordiant Finance, Inc.
                               as the Note Issuer

                                     -and-

              Cerberus Partners, L.P. and Deutsche Bank AG, London
                        as Transferring Finance Parties

                                     -and-

                                 HSBC Bank plc
                                    as Agent

                                      and

                              WPP No. 2337 Limited
                                  as Purchaser

                                     -and-

                                 WPP Group plc
                                  as Guarantor







                                 ALLEN & OVERY

                                     London


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                                    CONTENTS



Clause                                                               Page

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

Schedule

1.   Transferring Finance Parties......................................18
2.   Form of Substitution Certificate..................................20
3.   Account Details...................................................26
4.   Form of Accession Letter..........................................27
5.

Signatories............................................................28



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THIS DEBT TRANSFER AGREEMENT is dated 26th June, 2003 between:

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

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

(3)  CERBERUS  PARTNERS,  L.P.  as  transferring  noteholder  (the  Transferring
     Noteholder);

(4)  DEUTSCHE BANK AG, LONDON as transferring bank (the Transferring Bank);

(5)  HSBC Bank plc as agent bank under the Credit  Agreement (in this  capacity,
     the Agent);

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

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

1.   Interpretation

1.1  Definitions

     In this Agreement:

     Bank Debt means the Debt owed to the Transferring Bank.

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

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

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

     Completion Date means 1st July, 2003.

     Consideration means the amounts agreed between the Purchaser, the Guarantor
     and the Transferring Noteholder in the pricing letter between those parties
     dated the same date as this Agreement.

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

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

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

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


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

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

     Group means the Company and its Subsidiaries.

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

     Interest  Component means the amount of accrued  interest under the Finance
     Documents owing to the Transferring Finance Parties on the Completion Date.

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

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

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

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

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

     Noteholder Debt means Debt owed to the Transferring Noteholder.

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

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

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

     Party means a party to this Agreement.

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

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

     (b)  any fees,  costs or  expenses;

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

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

     Receiving  Account means the account details for the  Transferring  Finance
     Parties as set out in Schedule 3 (Account Details).


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

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

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

     Total  Principal  Debt means the aggregate of the Principal Debt for all of
     the  Transferring  Finance  Parties,  being the aggregate of the indicative
     amounts set out in Schedule 1 (Transferring Finance Parties) as at the date
     of this  Agreement  (as reduced by any  repayments of such  Principal  Debt
     between the date of this Agreement and the Completion Date).

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

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

1.2     Construction

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

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

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

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

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

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

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

        (vii)   a regulation includes any regulation,  rule, official directive,
                request  or  guideline  (whether  or not having the force of law
                but, if not having the force of law,  being of a type with which
                any person to which it applies is accustomed to comply) of any


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                governmental,  inter-governmental or supranational body, agency,
                department or regulatory,  self-regulatory or other authority or
                organisation;

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

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

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

        (xi)    a Party or any other person  includes its  successors  in title,
                permitted assigns and permitted transferees;

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

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

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

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

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

2.     TRANSFER AGREEMENT

2.1     Agreement

(a)     Each Transferring  Finance Party hereby agrees to sell and the Purchaser
        hereby agrees to purchase on the Completion Date all (but not part only)
        of that Transferring Finance Party's participation in all of the Debt in
        consideration  of the Purchaser's  payment to the  Transferring  Finance
        Parties of the Consideration.

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

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

2.2     Completion

(a)     On the Completion Date:

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

        (ii)    the Transferring  Noteholder shall sell,  assign and transfer to
                the  Purchaser  each  Note held by it and this  Agreement  shall
                effect such sale, assignment and transfer

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<PAGE>

                (notwithstanding  any of the  provisions set out in section 15.2
                (Transfer and Exchange of Notes) of the Note Purchase Agreement)
                with immediate effect on the Completion Date without more;

        (iii)   the  Purchaser  shall  pay:

                (A)     (pound)8,597,828.84   of   the   Consideration   to  the
                        Transferring   Bank;   and

                (B)     the  balance of the  Consideration  to the  Transferring
                        Noteholder;

        (iv)    the Purchaser will execute the Substitution Certificate, to take
                effect on the  Completion  Date;  and

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

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

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

(c)     The Transferring  Noteholder and the  Transferring  Bank hereby agree as
        between  themselves that the payment of the respective  amounts referred
        to in Clause 2.2(a)(iii) shall:

        (i)     discharge the Transferring  Noteholder from any liability to the
                Transferring  Bank in  respect  of the  outstanding  obligations
                under the agreements entered into by the Transferring Noteholder
                and the  Transferring  Bank prior to the date of this  Agreement
                for  the  purchase  by  the  Transferring  Noteholder  by way of
                sub-participation of a portion of the Principal Debt; and

        (ii)    discharge  the  Transferring  Bank  from  any  liability  to the
                Transferring  Noteholder under the  sub-participation  agreement
                dated 9th April, 2003 entered into between them, which agreement
                shall be terminated on the Completion Date.

3.      PAYMENT

3.1     Place

        All payments by the  Purchaser  or the  Guarantor  under this  Agreement
        shall be made to the relevant Receiving Account.

3.2     Funds

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

3.3     Use of Consideration

        A  payment  of any  amount  by the  Purchaser  or the  Guarantor  to the
        Receiving  Account  shall be a good  discharge of the  obligation to pay
        that amount to the Transferring Finance Parties.

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<PAGE>

4.      RELEASE

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

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

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

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

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

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

(c)     Each party  agrees  that the Term (as  defined in the Credit  Agreement)
        ending on 30th  June,  2003 for the  (pound)9,550,000  revolving  credit
        advance outstanding under the Credit Agreement shall be extended for one
        day until 1st July,  2003 and that the interest rate  applicable to that
        advance during that extension  shall be the same as the rate  applicable
        to it on the date of this Agreement.

 5.  CO-OPERATION

(a)     The Transferring Finance Parties shall, at the expense of the Purchaser,
        take  whatever   action  the  Purchaser  may   reasonably   require  for
        facilitating  the  Transfer  under  this  Agreement  for a period  of 10
        Business Days following the  Completion  Date (or such later date as the
        Transferring Finance Parties and the Purchaser agree), including without
        limitation the execution of any transfer,  conveyance and assignment and
        the giving or making of any notice,  order,  direction or  registration.
        The  Transferring  Finance  Parties  shall not be  obliged  to incur any
        material  expense  under this  paragraph  (a) unless they are secured or
        payment is otherwise assured, in each case to their satisfaction.

(b)     The  Purchaser   shall,  at  its  expense,   take  whatever  action  the
        Transferring Finance Parties may reasonably require for facilitating the
        Transfer under this Agreement  following the Completion Date,  including
        the execution of any transfer,  conveyance and assignment and the giving
        or making of any notice, order, direction or registration.

6.      CONFIDENTIALITY

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

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<PAGE>

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

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

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

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

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

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

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

        (viii)  to its financial  advisors and other  professional  advisers who
                agree, or whose duties require them, to hold  confidential  such
                information  substantially  in accordance with the terms of this
                Clause 6;

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

        (x)     any  Institutional  Investor  (as  defined in the Note  Purchase
                Agreement) to which a Transferring Noteholder sells or offers to
                sell  Notes or any part  thereof  or any  participation  therein
                provided  such  Institutional  Investor  agrees in writing to be
                bound by the terms of this Clause 6; or


        (xi)    any person  from which such  Transferring  Noteholder  offers to
                purchase any security of the Note Issuer or the Company provided
                such  person  agrees in writing to be bound by the terms of this
                Clause 6.

(b)     In connection  with the  foregoing,  any Person shall be free to consult
        any tax advisor  regarding  the tax  treatment  or tax  structure of the
        transactions.  For the  purposes of this Clause 6, the tax  treatment of
        the  transactions  is the purported or claimed U.S.  Federal  income tax
        treatment of the  transaction,  and the tax structure of the transaction
        is any fact that may be  relevant  to  understanding  the  purported  or
        claimed U.S.  federal income tax treatment of the  transactions.  Person
        for  the  purposes  of  this   paragraph   (b)  includes  any  employee,
        representative, or other agent of any Party to this Agreement.

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


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<PAGE>

7.      TRANSFERRING FINANCE PARTY REPRESENTATIONS

7.1     Representations

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

7.2     Status

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

7.3     Powers and authorities

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

7.4     Legal validity

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

7.5     Non-conflict

        The  entry  into  and  performance  by  it  of,  and  the   transactions
        contemplated  by, this  Agreement and the  Substitution  Certificate  to
        which it is a party do not and will not conflict in any material respect
        with:  (a)  any  law  or  regulation   applicable  to  it;  or  (b)  its
        constitutional documents.

7.6     Authorisations

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

7.7     Debt

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


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<PAGE>

(b)     it has not  exercised  any right of any set-off,  counterclaim  or other
        defence which it may have in respect of its  participation  in the Debt;
        and

(c)     as at the date of this Agreement and as at the Completion Date, its
        relevant ownership and participations in the principal amount of the
        Bank Debt and the Notes is as set out in Schedule 1 (Finance Parties).


8.      GUARANTOR/PURCHASER REPRESENTATIONS

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

8.1     Status

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

8.2     Powers and authorities

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

8.3     Legal validity

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

8.4     Non-conflict

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

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

        (b)     its constitutional documents.

8.5     Authorisations

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

8.6     Securities Act

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

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<PAGE>

(b)     The Purchaser has received copies of each of the Finance Documents,  has
        reviewed  the  Finance  Documents  and is,  except as  provided  herein,
        acquiring the Debt in accordance  and in compliance  with the procedural
        requirements  set  out in  clause  18.3  (Substitution)  of  the  Credit
        Agreement, section 15 (Registration; Exchange; Substitution of Notes) of
        the Note Purchase Agreement, clause 9.6 (Transfer by the Noteholders) of
        the Common Security Trust Deed and clause 9.1 (Transfer and Termination)
        of the Intercreditor Agreement in connection with its acquisition of the
        Debt.

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

8.7     Reliance

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

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

(c)     HSBC Bank plc in its capacity as Overdraft Bank, under and as defined in
        the Credit  Agreement,  has given its  written  consent to the  transfer
        envisaged  by this  Agreement,  as required by clause 18.3 of the Credit
        Agreement.

(d)     Fleet National Bank resigned from its position as Swingline Bank,  under
        and as  defined  in the Credit  Agreement,  on 19th  June,  2003 and was
        succeeded by the  Purchaser  who, by its  signature  to this  Agreement,
        gives the consent to the transfer  required of the Swingline  Bank under
        clause 18.3 of the Credit Agreement.

9.      CHANGES TO THE PARTIES

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

10.      DEFAULT INTEREST

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

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

        (i)     one per cent. per annum; and


                                       10
<PAGE>

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

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

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

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

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

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

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

11.     VAT

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

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

12.     GUARANTEE AND INDEMNITY

12.1    Guarantee and indemnity

        The Guarantor irrevocably and unconditionally:

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

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

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


                                       11
<PAGE>

12.2    Continuing guarantee

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

12.3    Reinstatement

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

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

12.4    Waiver of defences

        The  obligations of the Guarantor under this Clause will not be affected
        by any act,  omission  or thing  which,  but for this  provision,  would
        reduce,  release or prejudice any of its  obligations  under this Clause
        (whether or not known to it or any  Transferring  Finance  Party).  This
        includes:

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

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

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

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

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

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

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

12.5    Immediate recourse

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


                                     12
<PAGE>

12.6    Appropriations

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

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

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

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

12.7    Non-competition

        Unless all amounts which may be or become payable by the Purchaser under
        this  Agreement have been  irrevocably  paid in full, the Guarantor will
        not,  after  a claim  has  been  made or by  virtue  of any  payment  or
        performance by it under this Clause:

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

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

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

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

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

12.8    Additional security

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

13.     Miscellaneous

13.1    Set-off and counterclaims

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


                                       13
<PAGE>

13.2    Transfer fees

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

13.3    Stamp duty

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

13.4    Breakfunding

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

13.5    Costs and expenses

        Each  Party  shall  bear  its  own  out-of-pocket   costs  and  expenses
        (including   legal  expenses)  in  connection   with  the   preparation,
        negotiation  and  execution  of this  Agreement  and  each of the  other
        documents contemplated herein.

13.6    Acknowledgements and consents

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

13.7    Independent  investigation

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

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

13.8    No recourse

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

        (i)     each  Transferring  Finance  Party shall have no  obligation  to
                repurchase  or  reacquire  all or any part of the Debt  from the
                Purchaser or to support any losses directly or


                                       14
<PAGE>

                indirectly sustained or incurred by the Purchaser for any reason
                whatsoever,  including the  non-performance by any Obligor under
                the  Finance   Documents  of  its  obligations;   and

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

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

13.9    Information

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

14.     NOTICES

14.1    In writing

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

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

14.2    Contact details

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

        Address:        450 Park Avenue, New York, NY10022-2605
        Fax number:     001 (212) 891 2100
        Attention:      Christopher Brody/Juan Garcia


(b)     The  contact  details  of the  Transferring  Bank  for  all  notices  in
        connection with this Agreement are:

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

        Fax number:     00 44 (0)20 7547 2707
        Attention:      L. Powell/B. Morison

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

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


                                       15

<PAGE>

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

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

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

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

14.3    Effectiveness

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

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

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

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


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

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

15.     LANGUAGE

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

16.     Severability

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

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

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

17.     WAIVERS AND REMEDIES CUMULATIVE

        The rights of each Party under this Agreement:

(a)     may be exercised as often as necessary;

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

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


                                       16

<PAGE>

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

18.     COUNTERPARTS

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

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

19.     GOVERNING LAW

        This Agreement is governed by English law.

20.     ENFORCEMENT

20.1    Jurisdiction

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

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

20.2    Waiver of immunity

        Each Party irrevocably and unconditionally:

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

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

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

20.3    Waiver of trial by jury

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

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


                                       17
<PAGE>


                                   SCHEDULE 1

                          TRANSFERRING FINANCE PARTIES

Part 1

Transferring Noteholder                                 Principal Debt

CERBERUS PARTNERS, L.P.                                 U.S.$97,000,000


Total (indicative as at the date of this Agreement)     U.S.$97,000,000


                                       18


<PAGE>


Part 2

Transferring Bank                                       Principal Debt

DEUTSCHE BANK AG, LONDON                                (pound)20,337,802.26


Total (indicative as at the date of this Agreement)     (pound)20,337,802.26


                                       19

<PAGE>


                                   SCHEDULE 2

                        FORM OF SUBSTITUTION CERTIFICATE

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

        Attention: Syndicated Agency

                                                                [Date]

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

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

1.   Deutsche Bank AG,  London (the Existing  Bank) (a) confirms the accuracy of
     the summary of its  Commitment  and  Contribution  set out in schedule 1 to
     this Substitution  Certificate;  and (b) requests WPP No. 2337 Limited (the
     Substitute)  to accept by way of novation the portion of its Commitment and
     Contribution  specified in schedule 1 to this  Substitution  Certificate by
     counter-signing  and delivering this Substitution  Certificate to the Agent
     at its address for the service of notices specified in the Agreement.

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

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

4.   The Substitute confirms:

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




                                       20

<PAGE>


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

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

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

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

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

     (g)  that it is not a Qualifying Bank.

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

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

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

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


                                       21

<PAGE>


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

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

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

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

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

                                       22

<PAGE>


                                   Schedule 1




         Existing Bank           Amount of        Amount of     Portion of
                                Commitment      Contribution   Commitment
                                                                   and
                                                                Contribution
                                  (pound)          (pound)      Transferred

DEUTSCHE BANK AG, LONDON        21,197,436.00    20,337,802.26     100%










                                       23



<PAGE>

                      Administrative Details of Substitute



Address:        27 Farm Street
                London
                W1J 5RJ

Telefax:        +44 (0)20 7499 9125

Attention:      Finance Director/Company Secretary






                                       24

<PAGE>



                                   Signatures

The Substitute

WPP NO. 2337 LIMITED

By:

Date:

The Existing Bank

DEUTSCHE BANK AG, LONDON

By:

Date

The Agent

HSBC BANK PLC

By:



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

Date:




                                       25


<PAGE>

                                   SCHEDULE 3

                                ACCOUNT DETAILS


The Transferring Noteholder:




GBP Wiring Instructions:

The Chase Manhattan Bank

Swift: CHASGB2L

Sort Code: 60-92-42

Account Number: 11120607

Sub Account Name: Cerberus Partners, L.P.

Sub Account Number: 318-58085



USD Wiring Instructions:

Bank: Citibank, New York, N.Y.

Account Name: Cerberus Partners, LP

ABA: 021-000-089

Account Number: 37839889

Attn: Juan Garcia

Ref: Cordiant Notes



The Transferring Bank:

Deutsche Bank AG, London

Swift: DEUT GB 2L

Sort Code: 40-50-81

Ref: Cordiant sell back to WPP


                                       26

<PAGE>


                                   SCHEDULE 4

                            FORM OF ACCESSION LETTER

To: [       ]

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

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

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

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

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


This letter is governed by English law.



Signed:



---------------------------------------------------
[Noteholder/Bank Finance Party]





*Delete as applicable



                                       27


<PAGE>

                                  SIGNATORIES


Company

CORDIANT COMMUNICATIONS GROUP PLC

By: /s/ [illegible]



Note Issuer

CORDIANT FINANCE, INC.

By: /s/ [illegible]



<PAGE>



Transferring Noteholder

CERBERUS PARTNERS, L.P.

By: /s/ [illegible]



Transferring Bank

DEUTSCHE BANK AG, LONDON

By: /s/ [illegible]


<PAGE>


Agent

HSBC BANK PLC

By: /s/ [illegible]



Purchaser

WPP NO. 2337 LIMITED

By: /s/ [illegible]



Guarantor

WPP GROUP PLC

By: /s/ L.A. MELLMAN