EXHIBIT 4.5


                            DATED 19th of JUNE, 2003










                                 WPP GROUP PLC



                                    - and -



                       CORDIANT COMMUNICATIONS GROUP PLC



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                          SCHEME TRANSACTION AGREEMENT

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                                 ALLEN & OVERY
                                     London
                                  CO:1040570.8





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                                    CONTENTS


1.   Interpretation...........................................................3
2.   Announcements............................................................6
3.   Implementation of the Proposed Acquisition...............................6
4.   Conduct of Business......................................................8
5.   Agreed Disposals.........................................................8
6.   Exclusivity..............................................................9
7.   Employees...............................................................10
8.   Termination.............................................................10
9.   Expenses................................................................11
10.  Notices.................................................................11
11.  General.................................................................12
12.  Law.....................................................................12


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THIS AGREEMENT is made as of 19th June, 2003 BETWEEN:

(1)    WPP GROUP PLC (registered  number 1003653) whose registered  office is at
       Pennypot Industrial Estate, Hythe, Kent CT21 6PE ("WPP"); and

(2)    CORDIANT  COMMUNICATIONS  GROUP PLC  (registered  number  1320869)  whose
       registered office is at 1-5 Midford Place, London W1 5BH ("Cordiant").

WHEREAS:

(A)    WPP  proposes  to acquire  Cordiant  by means of a scheme of  arrangement
       under  Section 425 of the  Companies Act 1985, to be proposed by Cordiant
       to its  ordinary  shareholders,  under  which  the  whole  of the  issued
       ordinary  share  capital of Cordiant will be  transferred  to WPP and WPP
       will issue new ordinary  shares to the former  ordinary  shareholders  of
       Cordiant (the "Scheme").

(B)    This  Agreement sets out certain  matters  relating to the conduct of the
       Acquisition (as defined below) that have been agreed by WPP and Cordiant.

IT IS AGREED as follows:

1.     INTERPRETATION

(1)    In this Agreement:

       "Acquisition" means the proposed  acquisition of Cordiant by WPP pursuant
       to the Scheme, as described in the Press Announcement;

       "Act" means the Financial Services and Markets Act 2000;

       "Agreed  Disposals"  means  the  George  Patterson  Bates  Disposal,  the
       Financial Dynamics Disposal and the Scholz & Friends Disposal;

       "Agreed  Form"  means,  in  relation  to any  document,  the form of that
       document which has been initialled for the purpose of  identification  by
       or on behalf of each of the Parties;

       "Announcement Date" means the date of this Agreement or the next Business
       Day thereafter;

       "Business  Day"  means a day  (other  than a  Saturday,  Sunday or public
       holiday) on which banks are generally open for business in London;

       "City Code" means the City Code on Takeovers and Mergers;

       "Competitive  Proposal"  means any offer or other  proposal for the sale,
       reorganisation or recapitalisation of Cordiant or any other member of the
       Cordiant Group  (excluding for the purposes of sub-clause 6(2) internally
       generated  management  buy-out  proposals)  or any other  transaction  or
       proposed transaction in respect of Cordiant involving a third party which
       would amount to an action requiring the approval of Cordiant shareholders
       in general meeting under Rule 21 of the City Code;

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                                       4

       "Conditions"  means the conditions to the Acquisition set out in Appendix
       I to the Press Announcement;

       "Confidentiality Agreement" has the meaning given in sub-clause 8(3);

       "Cordiant  Group" means  Cordiant  and its  subsidiaries  and  subsidiary
       undertakings;

       "Cordiant Shares" means the ordinary shares of 50p each in Cordiant;

       "Court" means the High Court in England and Wales;

       "Court Hearing" means the Court hearing to sanction the Scheme;

       "Court Meeting" means the meeting of Cordiant's shareholders,  ordered in
       accordance  with section 425 of the  Companies  Act 1985,  to approve the
       Scheme;

       "Debt Transfer Agreement" means the debt transfer agreement in the Agreed
       Form to be made on or about the date of this Agreement  between,  amongst
       others,  (1) Cordiant,  (2) Cordiant Finance Inc., (3) HSBC Bank Plc, (4)
       the "Finance Parties" as defined therein,  (5) WPP No. 2337 Limited,  and
       (6) WPP;

       "Effective  Date"  means the date on which an office copy of the order of
       the  Court  sanctioning  the  Scheme is  delivered  to the  Registrar  of
       Companies for registration;

       "EGM" means the extraordinary general meeting of shareholders of Cordiant
       at  which a  special  resolution  will be  prepared  to  approve  certain
       amendments to the Articles of  Association of Cordiant to ensure that (i)
       any Cordiant  Shares issued after the record time for voting at the Court
       Meeting  and before the record  time for the Scheme  will be bound by the
       Scheme  and (ii) any shares  issued to any person  other than a member of
       the WPP Group after the time at which the Scheme  becomes  effective will
       be  automatically  exchanged  for new ordinary  shares of WPP on the same
       terms as under the Scheme;

       "Financial  Dynamics Disposal" means the proposed disposal by Cordiant of
       various companies in the Financial  Dynamics  International  network,  as
       contemplated by the Financial Dynamics Sale Agreement;

       "Financial  Dynamics  Sale  Agreement"  means the draft form of agreement
       proposed  to be used for the  Financial  Dynamics  Disposal in the Agreed
       Form;

       "George Patterson Bates Disposal" means the proposed disposal by Cordiant
       of part of its interest in Cordiant  Communications  Group  Australia Pty
       Limited, as contemplated by the George Patterson Bates Sale Agreements;

       "George  Patterson  Bates  Sale  Agreements"  means  (i)  the  investment
       agreement  dated 28th May, 2003 and made between inter alia (1) Cordiant,
       (2)   Cordiant   Communications   (Australia)   Pty  Limited   ("Cordiant
       Australia")   and  (3)  Pacific  Equity  Partners  Pty  Limited  and  the
       agreements  to be entered  pursuant  thereto  and (ii) the  shareholders'
       agreement  relating  to The  Communications  Holdings  Group Pty  Limited
       ("CHG")  dated 28th May, 2003 and made between inter alia (1) CHG and (2)
       Cordiant Australia;

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                                       5

       "Listing Rules" means those rules made by the UK Listing  Authority under
       section 74 of the Act;

       "London Stock Exchange" means the London Stock Exchange plc;

       "Panel" means the Panel on Takeovers and Mergers;

       "Parties"  means WPP and Cordiant  and "Party"  shall mean either of them
       (as the context requires);

       "Press  Announcement"  means the press announcement about the Acquisition
       in the Agreed Form;

       "Scheme" has the meaning given in Recital (A);

       "Scheme  Document"  means the  circular  to be issued by  Cordiant to its
       shareholders in connection with the Acquisition, including the Scheme;

       "Scholz & Friends  Disposal"  means the proposed  disposal by Cordiant of
       its  interest  in Scholz & Friends  AG, as  contemplated  by the Scholz &
       Friends Sale Agreement;

       "Scholz & Friends Sale  Agreement"  means the  agreement  dated 6th June,
       2003    between    (1)    Baumwall    "7"     Einhundertachtundachtzigste
       Verwaltungsgesellschaft  mbH,  (2) Electra  European  Fund (LP) Ltd,  (3)
       Bates Deutschland Holding GmbH and (4) Cordiant;

       "UK Listing  Authority"  means the  Financial  Services  Authority as the
       competent authority for listing in the UK under Part VI of the Act; and

       "WPP Group" means WPP and its subsidiaries and subsidiary undertakings.

(2)    In this Agreement, the expressions "subsidiary", "subsidiary undertaking"
       and "associated undertaking" shall have the meaning respectively given to
       them in the Companies Act 1985.

(3)    In this Agreement any reference to an enactment includes references to:

       (a)    that  enactment  as  amended,  extended or applied by or under any
              other enactment (before or after signature of this Agreement);

       (b)    any  enactment  which that  enactment  re-enacts  (with or without
              modification); and

       (c)    any  subordinate  legislation  made (before or after  signature of
              this  Agreement)  under any  enactment,  as  re-enacted,  amended,
              extended or applied as described in paragraph (a) above,  or under
              any enactment referred to in paragraph (b) above

       and "enactment" includes any legislation in any jurisdiction.

(4)    Words denoting persons shall include bodies corporate and  unincorporated
       associations of persons.

(5)    Sub-clauses  (1)  to  (4)  above  apply  unless  the  contrary  intention
       expressly appears in this Agreement.

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                                       6

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

2.     ANNOUNCEMENTS

(1)    The Parties  agree that the Press  Announcement  shall be released to the
       London Stock Exchange at 7.00 a.m. (or as soon as possible thereafter) on
       the Announcement Date, subject to:

       (a)    the prior execution of the Debt Transfer  Agreement by the parties
              thereto; and

       (b)    the prior receipt by WPP of completed irrevocable undertakings (in
              the  Agreed  Form)  from all of the  directors  of  Cordiant  (the
              "Cordiant  Directors") in respect of any Cordiant  Shares in which
              such Cordiant Directors have a beneficial interest,

       and the obligations of the Parties under this Agreement,  other than this
       sub-clause 2(1), shall be conditional on such release.

(2)    Each Party  confirms that its Board has approved the contents and release
       of the Press Announcement.

(3)    Cordiant  shall,   subject  to  the  fiduciary  duties  of  the  Cordiant
       Directors,  the  rules and  requirements  of law or any  regulatory  body
       (including,  without limitation,  the Panel and the UK Listing Authority)
       or the rules and regulations of any recognised stock exchange (including,
       without  limitation,  the London Stock Exchange),  consult with WPP as to
       the terms of,  the  timing of and  manner of  publication  of any  formal
       announcement,  circular or publication to Cordiant shareholders or to any
       recognised  stock  exchange or other  authority  which  Cordiant may make
       regarding the  Acquisition,  this Agreement or any matter  referred to in
       the Press Announcement; provided that WPP will act upon such consultation
       reasonably  and as  expeditiously  as possible.  Any other  communication
       which  Cordiant may make  regarding  such matters  shall,  subject to the
       fiduciary  duties of the Cordiant  Directors,  the requirements of law or
       any regulatory body (including,  without limitation, the Panel and the UK
       Listing  Authority) or the rules and regulations of any recognised  stock
       exchange (including,  without limitation,  the London Stock Exchange), be
       consistent with any such announcement, circular or publication.

3.     IMPLEMENTATION OF THE PROPOSED ACQUISITION

(1)    Each Party will use all reasonable endeavours, so far as they each may be
       able,  to  complete  the  Acquisition  on the  terms and  subject  to the
       Conditions  set out or  referred  to in the  Press  Announcement  and the
       Scheme  Document and to give effect to the matters  specified  in, and to
       act in accordance with, the Press Announcement and the Scheme Document in
       order that the Effective Date shall be no later than 31st August, 2003.

(2)    Cordiant  undertakes  to  WPP  that  its  directors  will  recommend  the
       Acquisition and the Scheme to Cordiant's shareholders and will not at any
       time  withdraw or modify such  recommendation,  except to the extent that
       the directors determine in good faith that such recommendation should not
       be given or should be withdrawn or modified where not to do so would be a
       breach of their fiduciary duties.


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                                       7

(3)    Each of the Parties will promptly provide such assistance and information
       as may  reasonably be required by the other Party for the purposes of, or
       in connection  with,  the  preparation of all  documentation  required in
       connection with the Acquisition and the Scheme.

(4)    Cordiant  will  co-operate  with WPP in relation to the  obtaining of any
       necessary  regulatory  clearances in connection  with the Acquisition and
       the Scheme and,  without  prejudice to the  generality of the  foregoing,
       will:

       (a)    as  promptly as  practicable  provide to WPP or, at the request of
              WPP,  to  any  regulatory   authority  such   information  as  may
              reasonably  be required  by WPP or such  regulatory  authority  in
              connection  with  any  regulatory  clearances  required  by WPP in
              connection with the Acquisition;

       (b)    make or provide all reasonable assistance in making as promptly as
              practicable such filings with relevant  regulatory  authorities as
              are  necessary  or  expedient  for  the   implementation   of  the
              Acquisition; and

       (c)    if   necessary,   provide  all   reasonable   assistance   in  the
              negotiations with any relevant regulatory authority in relation to
              any  undertakings,   orders  or  agreements  which  such  relevant
              regulatory   authority   may  require  in   connection   with  the
              Acquisition.

(5)    Without  prejudice  to the  generality  of  sub-clauses  (1) to (4),  WPP
       undertakes to Cordiant  that it will use all  reasonable  endeavours,  as
       expeditiously  as possible,  to (i) make such  filings,  (ii) obtain such
       regulatory clearances and (iii) negotiate with any relevant authority, in
       each case as is  necessary  or expedient  for the  implementation  of the
       Acquisition.

(6)    Without  prejudice to the generality of sub-clauses (1) to (4),  Cordiant
       undertakes that it will:

       (a)    issue  the CPR Part 8 Claim  Form  (together  with  all  necessary
              supporting  documents) and apply to the Court for leave to convene
              the Court Meeting;

       (b)    subject to obtaining leave of the Court, post the Scheme Document,
              including the notice of the Court  Meeting and the EGM,  (together
              with forms of proxy) to its shareholders;

       (c)    convene the Court Meeting and the EGM;

       (d)    following  approval  of the  Scheme at the Court  Meeting  and the
              passing of the  special  resolution(s)  to be proposed at the EGM,
              present  a  petition  (together  with  all  necessary   supporting
              documents)  to the Court to  sanction  the  Scheme  and bring such
              petition on for hearing by the Court; and

       (e)    seek to obtain an office copy of the Court order  sanctioning  the
              Scheme,

       in each case to the extent  practicable  in accordance  with the expected
       timetable set out in the Press  Announcement  and, in any event, in order
       that the  Effective  Date  shall  be no later  than  31st  August,  2003;
       provided in each case that WPP provides such  information  and assistance
       as Cordiant may  reasonably  require in order to enable it to comply with
       its obligations under this clause.


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                                       8

(7)    Without  prejudice to the generality of sub-clauses (1) to (4),  Cordiant
       undertakes  to WPP that  subject to each of the  Conditions  having  been
       satisfied  or,  where  relevant,   waived  and  the  Scheme  having  been
       sanctioned at the Court Hearing, it will take all action within its power
       to make the  Scheme  effective  as soon as  practicable  after  the Court
       Hearing  and,  in any event,  no later than two  Business  Days after the
       Court Hearing.

(8)    Cordiant shall promptly provide WPP, at its request,  with details of the
       proxies received prior to the Court Meeting.

(9)    The Parties agree,  and undertake to each other, to take all actions that
       may be  reasonably  necessary or advisable to ensure that the issuance of
       new ordinary shares in WPP to  shareholders  of Cordiant  pursuant to the
       Scheme  qualifies for the statutory  exemption from  registration of such
       securities  pursuant to Section 3(a)(10) of the United States  Securities
       Act of 1933, as amended.

(10)   WPP confirms to Cordiant  that (i) it will have all  requisite  power and
       authority to allot and issue ordinary shares in the capital of WPP to the
       Cordiant  shareholders as contemplated in the Press Announcement and (ii)
       that  such  issue of  shares  will not  require  the  consent  of the WPP
       shareholders or any other person save only the directors of WPP.

4.     CONDUCT OF BUSINESS

(1)    Cordiant  undertakes  that,  prior  to the  Effective  Date,  it will use
       reasonable  endeavours to preserve its business  organisation  intact and
       maintain its existing  relations and goodwill with employees,  customers,
       clients, suppliers, creditors, lessors and business associates.

(2)    Subject to any legal,  regulatory or contractual  restrictions,  Cordiant
       undertakes  that, prior to the Effective Date, it will, and will procure,
       in so  far as it has  power  to do so,  that  each  other  member  of the
       Cordiant  Group  will,  provide  WPP,  its  employees,   representatives,
       advisers and agents with such access,  during normal  business  hours, to
       the properties, books, contracts and records of the Cordiant Group (which
       are under the control of Cordiant or other member of the Cordiant  Group)
       as WPP may reasonably request.

(3)    Cordiant  shall use its best  endeavours  to cancel  the  listing  of its
       ordinary  shares as soon as  practicable  after the  release of the Press
       Announcement  and in any event prior to the Court Meeting,  and to remove
       them from the Official List of the UK Listing Authority and to cancel the
       trading in such shares on the London Stock  Exchange's  market for listed
       securities, such that Cordiant is no longer subject to the Listing Rules,
       and shall to this end  despatch  a  circular  to its  shareholders  on or
       within  one  Business  Day  after  the day of the  release  of the  Press
       Announcement giving 20 Business Days' notice of the date of cancellation.

5.     AGREED DISPOSALS

(1)    Cordiant  undertakes,  subject to the  fiduciary  duties of the  Cordiant
       Directors  to  determine   otherwise,   to  WPP  to  use  its  reasonable
       endeavours,  including by procuring its directors (to the extent that the
       Agreed  Disposals  require  shareholder  approval as a condition to their
       completion)  to recommend  (and not  withdraw  their  recommendation)  to
       Cordiant's  shareholders to vote in favour of the Agreed Disposals at the
       relevant  general  meeting(s) of Cordiant  convened for such purpose,  to
       procure  the  completion  of  each  of the  Agreed  Disposals  as soon as
       reasonably practicable and in the case of:


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                                       9

       (a)    the Financial  Dynamics Disposal  substantially in accordance with
              the Financial Dynamics Sale Agreement;

       (b)    the George  Patterson Bates Disposal  substantially  in accordance
              with the George Patterson Bates Sale Agreements; and

       (c)    the Scholz & Friends Disposal substantially in accordance with the
              Scholz & Friends Agreement.

(2)    Cordiant  shall keep WPP and its  advisers  informed of the status of the
       Agreed Disposals and consult, where practicable, with WPP on any material
       issues that may arise during the course of the Agreed Disposals.

(3)    Cordiant  shall  not,  and  shall  procure  that no other  member  of the
       Cordiant Group shall,  without the prior written consent of WPP (provided
       such consent is not  unreasonably  withheld or delayed) alter,  revise or
       amend the terms and  conditions of the, the George  Patterson  Bates Sale
       Agreements  or the Scholz & Friends Sale  Agreement  or, once it has been
       executed,  the Financial Dynamics Sale Agreement (or any document entered
       or to be  entered  into  pursuant  to any of them) in each case  which is
       material in the context of the relevant Agreed Disposal.

(4)    Cordiant shall, if so reasonably  requested by WPP prior to the Effective
       Date,  enforce or procure the  enforcement of any of the  undertakings or
       rights  contained in the, the George  Patterson  Bates Sale Agreements or
       the Scholz & Friends Sale  Agreement  or, once it has  been executed, the
       Financial  Dynamics Sale Agreement and any document entered into pursuant
       to, or in connection with, any of them;  provided to do so is in the best
       interests of Cordiant.

(5)    Cordiant shall use reasonable endeavours to extend the dates by which the
       respective  Agreed  Disposals need to be completed in order to enable any
       such Agreed Disposals to become unconditional.

6.     EXCLUSIVITY

(1)    Cordiant  undertakes  that,  prior to the first to occur of the Effective
       Date and the date on which this  Agreement is  terminated  in  accordance
       with its terms, it shall not, and shall procure so far as it is able that
       no other member of the Cordiant Group, nor any of its or their respective
       directors,  officers,  advisers,  agents or employees shall,  directly or
       indirectly:

       (a)    enter into or  continue  discussions  or  negotiations  with,  or,
              except to the extent required by the City Code, the Panel,  law or
              regulation   provide  any  information  to,  any  third  party  in
              connection with any Competitive Proposal; or

       (b)    solicit,  encourage or otherwise  facilitate (except to the extent
              required  by the City Code,  the  Panel,  law or  regulation)  any
              enquiries  or the making of any offer or proposal by a third party
              with respect to any such Competitive Proposal,

       save in each case in connection with any Agreed Disposals or any existing
       contractual obligation.


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                                       10

(2)    Cordiant  shall as promptly as practical  inform WPP of any approach by a
       third party of which it or its  directors  may become aware and which may
       lead to a  Competitive  Proposal and will keep WPP informed of the status
       of the same.

(3)    Cordiant  shall, if requested by WPP,  request the immediate  return from
       any third party, other than any party to the Debt Transfer Agreement,  of
       any confidential  information in such third party's possession or control
       resulting  from,  or otherwise  obtained in connection  with,  such third
       party's consideration of a Competitive Proposal made by it.

7.     EMPLOYEES

(1)    WPP will procure that all amounts payable under the terms of the employee
       retention  arrangements  (written  details of which have been supplied to
       WPP prior to the date of this Agreement and initialled by the Parties for
       the purpose of identification) are duly paid as and when due.

(2)    WPP will maintain,  for a period of 6 years after the Effective Date, for
       the benefit of the current  directors and officers of the Cordiant  Group
       who are entitled to such cover,  directors' and officers' insurance cover
       in respect of acts or omissions  prior to the Effective  Date, such cover
       to be no less  favourable  than that provided under  Cordiant's  existing
       Group policy.

8.     TERMINATION

(1)    Without  prejudice  to the  Parties'  obligations  under the City Code or
       pursuant to court  order,  or other  obligation,  this  Agreement  may be
       terminated at any time prior to the time the Scheme becomes  effective on
       the Effective  Date as follows and, save as provided in  sub-clauses  (2)
       and (3) below,  all  obligations  of the  Parties  hereunder  shall cease
       forthwith:

       (a)    by either Party giving written notice to the other if the board of
              Cordiant  shall have  determined  not to give,  or to  withdraw or
              modify, its recommendation of the Acquisition;

       (b)    by  either  Party  giving  written  notice  to  the  other  if the
              requisite  approval of the Scheme shall not have been  obtained at
              the  Court  Meeting  or the  EGM,  including  any  adjournment  or
              postponement  thereof,  or if the  Court  does  not  sanction  the
              Scheme;

       (c)    by either Party giving  written  notice to the other if any of the
              Conditions  shall be incapable of  satisfaction  on or before 31st
              August, 2003; or

       (d)    if the Parties so agree in writing.

(2)    In the event that this  Agreement is  terminated  pursuant to  sub-clause
       (1), the Parties agree that, save in the case of antecedent breach,  they
       shall have no further  obligation  or  liabilities  under this  Agreement
       other than pursuant to clauses 9, 10, 11 and 12.

(3)    For the  avoidance  of  doubt,  termination  of this  Agreement  shall be
       without prejudice to the  Confidentiality  Agreement entered into between
       the Parties dated 2nd May, 2003 (the "Confidentiality Agreement"),  which
       shall continue in full force and effect notwithstanding such termination.


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                                       11

9.     EXPENSES

       Save as otherwise  provided in or contemplated  by this  Agreement,  each
       Party shall pay the costs and expenses  incurred by it in connection with
       the entering into and completion of this Agreement.

10.    NOTICES

(1)    Any notice or other  document to be served  under this  Agreement  may be
       delivered or sent by post or facsimile  process to the Party to be served
       as follows:

       (a)   to WPP at:                      (b)   to Cordiant at:

             27 Farm Street                        1-5 Midford Place
             London W1X 6RD                        London W1T 5BH
             Fax: 020 7493 6819                    Fax: 020 7706 3820

             Marked for the attention of:          Marked for the attention of:
             Finance Director/Company Secretary    Group Finance Director/
                                                     Company Secretary

             with a copy to                        with a copy to
             Allen & Overy                         Macfarlanes
             Marked for the attention of:          Marked for the attention of:
             Mark Gearing/Jocelyn Ormond           Mary Leth/Matthew Blows

             Fax: 020 7330 9999                    Fax: 020 7831 9607

       or at such other  address or facsimile  number as it may have notified to
       the other Party in  writing.  Any notice or other  document  sent by post
       shall be sent by prepaid  first class  recorded  delivery post (if within
       the United Kingdom) or by prepaid airmail (if elsewhere).

(2)    Any notice or document shall be deemed to have been served:

       (a)    if delivered, at the time of delivery; or

       (b)    if posted,  at 10.00 a.m. on the second  Business Day after it was
              put into post, if sent within the United Kingdom, or at 10.00 a.m.
              (local time at the place of destination) on the fifth Business Day
              after it was put into the post, if sent by airmail; or

       (c)    if sent by facsimile process, at the expiration of two hours after
              the time of despatch,  if despatched  before 5.00 p.m. (local time
              at the place of destination) on any Business Day, and in any other
              case at 10.00 a.m. (local time at the place of destination) on the
              next Business Day after the date of despatch.

(3)    In proving  service of a notice or  document  it shall be  sufficient  to
       prove that delivery was made or that the envelope  containing  the notice
       or document was properly  addressed  and posted  (either by prepaid first
       class recorded  delivery post or by prepaid airmail,  as the case may be)
       or that the facsimile message was properly  addressed and despatched,  as
       the case may be.


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                                       12

11.    GENERAL

(1)    None of a Party's  rights or  obligations  under  this  Agreement  may be
       assigned or  transferred  without the prior written  consent of the other
       Party.

(2)    This  Agreement  may be  executed in any number of  counterparts,  all of
       which, taken together,  shall constitute one and the same agreement,  and
       each Party may enter into this Agreement by executing a counterpart.

(3)    This Agreement (and the agreements  referred to in clause 1) contains the
       whole  agreement   between  the  parties  relating  to  the  transactions
       contemplated  by this Agreement and  supersedes  all previous  agreements
       between the parties (save for the  transactions  referred to in clause 1)
       relating to these transactions except the Confidentiality Agreement.

(4)    If any  provision  of this  Agreement  shall  be held  to be  illegal  or
       unenforceable,  in whole or in part,  under any enactment or rule of law,
       but  would be valid and  enforceable  if  deleted  in whole or in part or
       reduced in application,  such provision shall apply with such deletion or
       modification as may be necessary to make it valid and enforceable but the
       enforceability of the remainder of this Agreement shall not be affected.

(5)    A person who is not a party to this  Agreement may not enforce any of its
       terms,  other than in respect of clause 7, under the Contracts (Rights of
       Third Parties) Act 1999.

(6)    The  provisions  of  this  Agreement  shall  survive  completion  of  the
       Acquisition.

(7)    This  agreement  may be modified or amended only by written  Agreement of
       the Parties.

12.    LAW

       This  Agreement  shall be governed by and  construed in  accordance  with
       English law.


<PAGE>

                                       13


AS WITNESS the hands of the parties (or their duly authorised representatives).

SIGNED by                               )
for and on behalf of                    ) /s/[illegible]
WPP GROUP PLC                           )


SIGNED by                               )
for and on behalf of                    ) /s/[illegible]
CORDIANT COMMUNICATIONS                 )
GROUP PLC                               )