<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.


                                                                   EXHIBIT 10.32

                                               MC941121LD
                                               Page 1 of 19

                       ADVERTISING/MARKETING AGREEMENT


                                  WITNESSETH:


That in consideration of the agreements expressed herein, AT&T
Communications, Inc. - Business Communications Services ("AT&T") having an
office at 55 Corporate Drive, Bridgewater, New Jersey 08807 and Bronner
Slosberg Humphrey Inc., a corporation of the Commonwealth of Massachusetts
("Agency"), having an office at 695 Atlantic Avenue, Boston, Massachusetts
02111, do hereby agree as follows:


ARTICLE 1 - AGENCY SERVICES

The Agency shall act as AT&T's advertising/marketing agency in the planning,
preparing, and placing of such advertising/marketing, as may be requested by
AT&T. The Agency shall perform other services as AT&T may request, as outlined
in Article 30, subject to mutual written agreement of the parties.

Agency shall devote its best efforts on behalf of AT&T to farther AT&T's
interests and shall reasonably endeavor in every proper way to make AT&T's
advertising/marketing and associated efforts, for which the Agency is herein
responsible, successful. To accomplish the foregoing, Agency specifically agrees
that its services shall include but not be limited to the following:

    A.  Assigning and maintaining, with AT&T's consent executive strategic
        input and review, an account management group, creative, systems and
        fulfillment, research and analysis, teleservices marketing, partnership
        marketing, production, media and traffic teams necessary to service the
        AT&T account;

    B.  Provide direct marketing services, including the creation, production
        and placement, insertion or distribution of direct mail and direct
        response advertising.

    C.  Attending meetings, as requested by AT&T, with AT&T's staff and
        periodic meetings with AT&T's top management;

    D.  Familiarizing itself with the business of AT&T, its products and
        services, and the industry in which AT&T operates; and analyzing the
        present and potential advertising/marketing opportunities for such
        products and services so as to provide AT&T with marketing and
        advertising counsel, including specific advertising/marketing
        objectives, strategies and plans for reaching AT&T's business
        objectives;

    E.  Preparing layouts, copy, artwork, scripts and storyboards and furnishing
        other elements and materials to be used in finished advertisements for
        all media and promotions to be used by AT&T;
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                                               MC941121LD
                                               Page 2 of 19



    F.  Advising AT&T of the availability of all broadcast, publication and out-
        of-home media which can appropriately be used to advertise AT&T products
        and services; and developing media plans suitable for AT&T;

    G.  When publications media are to be used, arranging for insertions and
        checking the advertisements in accordance with mutually acceptable
        practices for date, appearance, position, size, quality and mechanical
        reproduction;

    H.  When broadcast media are to be used, arranging for the programs,
        commercials, time and talent, and plan; rendering all services necessary
        for the proper and efficient use of the media; auditing the audience
        share of broadcasts and verifying the broadcasts in accordance with
        mutually acceptable practices for time, accuracy and other related
        factors;

    I.  When outdoor posters, carcards, painted boards and other media are to
        be used, arranging for displays and verifying in accordance with
        mutually acceptable practices for date, appearance, position, site,
        workmanship and mechanical reproduction;

    J.  Supervising the production of all finished advertising and marketing
        material;

    K.  Negotiating, arranging and contracting for any special talent required,
        with AT&T's approval, and for all photography, models, special effects,
        layout, artwork and for all printing for use in the
        advertising/promotions program; and making appropriate arrangements for
        tax withholdings from talent;

    L.  Analyzing advertising, marketing and consumer research to aid AT&T in
        developing advertising strategy and developing and evaluating AT&T's
        advertising and media;

    M.  Conducting and analyzing competitive advertising tracking.

The above services shall be performed to the satisfaction of AT&T, shall be
performed in accordance with the highest professional standards and shall be in
accordance with such requirements or restrictions as may be lawfully imposed by
governmental authority. Services not completed to the reasonable satisfaction of
AT&T shall be reperformed at no cost to AT&T.


ARTICLE 2 - APPROVALS BEFORE COMMITMENT

No commitment of any kind shall be made by the Agency on behalf of AT&T unless
specifically authorized in writing by AT&T, except as provided in Article 3
(Estimates).

The Agency shall submit concepts, scripts, print copy and other materials as
early as possible to AT&T for internal review and required legal and technical
approval, and when appropriate to the networks' Broadcast
<PAGE>

                                               MC941121LD
                                               Page 3 of 19



Standards Departments, for specific approval prior to initial photographing,
broadcasting, telecasting, or print production of commercials or print
advertisements.

Agency shall contract with suppliers of media and such contracts shall provide
that Agency shall be solely liable for payment of media for time and/or space
costs incurred on behalf of AT&T from and after the time at which AT&T shall put
Agency in funds for payment thereof, and that all billing shall be sent to the
Agency.


ARTICLE 3 - ESTIMATES

The Agency shall furnish to AT&T, in writing and in advance, labor fee and a
cost estimate of all expenditures in connection with all services and projects
recommended by Agency or requested by AT&T. Prior to undertaking such projects
or committing AT&T's funds, Agency shall obtain written authorization from
AT&T. Agency shall furnish revisions of these estimates when changes in costs
are anticipated in excess of ten percent (10%), plus or minus. Each estimate as
approved by AT&T shall be executed by both parties. Approved estimates shall
constitute the only authorization for the Agency to take any action, make any
commitments or expend any money. In those situations where time or circumstances
will not permit specific prior written authorization, commitments not to exceed
$50,000 may be made with oral approval, provided such approval shall be
confirmed by an approved written estimate no later than ten (10) working days
thereafter.


ARTICLE 4 - DISCOUNTS

Agency shall obtain all prompt payment or other similar discounts available to
it from media and other suppliers from which it makes purchases in the
performance of the services hereunder. When Agency receives a cash discount,
rebate, frequency discount, volume discount, promotional consideration, or other
similar credit from such media or other suppliers, AT&T shall receive full
allowance for each such amount, provided Agency, after timely notification,
receives payment from AT&T within the applicable discount period.


ARTICLE 5 - ANNUAL REVIEW

An annual review shall take place during the first quarter (January - March) of
each calendar year for the review of the previous year's performance, to be
attended by appropriate AT&T management representatives and by Agency management
and senior members of the AT&T agency group. The purpose of this review is for
AT&T to present its evaluation of Agency performance to Agency and for Agency to
present its evaluation of AT&T management to AT&T, for AT&T and Agency to
mutually agree on any corrective action that may be needed and for AT&T and
Agency to set annual objectives.
<PAGE>

                                               MC941121LD
                                               Page 4 of 19


ARTICLE 6 - DEFINITIONS

A.  "Gross Revenue" as used herein shall mean the total amount of compensation,
    exclusive of pass-through costs, the Agency receives from AT&T for a
    advertising/marketing services performed after reconciliation and any
    rebates or supplementary fees are paid.

B.  "Annual Salary" as used herein shall mean annual base salary, excluding
    bonuses. It does not include employer paid FICA, insurance and medical
    benefits its or payments into retirement plans.

C.  "Direct Salaries" as used herein shall mean the [***] of [***] (including
    [***]) in [***], [***] (including [***] and [***]), [***], [***] (including
    [***]) and [***], [***] and [***], [***], [***] and [***] on the [***] which
    are [***] to the [***].

    1.  [***] for an individual who works on the AT&T account is to be computed
        as follows:

             [***] multiplied by the [***] of [***] on the [***] divided by the
             [***] of [***] on any [***].

        [***] on Agency business means [***] on any [***] and on [***] and other
        [***] It does not include [***], [***] or [***].

    2.  At AT&T's option, such option to be obtained by the Agency in writing
        from AT&T, AT&T may elect to "buy-out" designated individuals. For those
        individuals bought out by AT&T, AT&T shall be responsible for that
        person's total annual base salary, excluding bonuses.

D.  "Indirect Salaries" as used herein shall mean all [***] to the [***] other
    than [***] as defined herein.

E.  "All Other Expenses (ACE)" as used herein shall mean all other allowable
    expenses allocable to AT&T and shall include:

    1.  Other salaries that can be directly allocable to the AT&T account that
        are not included in direct salaries as defined in Section C above.

    2.  Payroll Related Expenses such as employer paid FICA, insurance and
        medical benefits.

    3.  Employer payments into ERISA-approved retirement plans.

    4.  Indirect Costs which include indirect salaries, agency overhead costs
        (e.g., space and facilities, professional fees and general corporate
        expenses). Donations are not to be included in Indirect Costs.

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

<PAGE>

                                               MC941121LD
                                               Page 5 of 19


    For purposes of compensation computation as set forth in Article 7, All
    Other Expenses are equal to [***] X [***] as defined hereof.

F.  "Direct Client Service Expenses" as used herein shall include out-of-pocket
    expenses of Agency employees related to the AT&T account.

G.  "Total Costs" as used herein shall equal [***] X [***].

H.  "Profit Before Taxes" as used herein shall mean [***] minus [***], where
    [***] equals ([***] + [***]) X [***].


ARTICLE 7 - AGENCY COMPENSATION

A.  Agency compensation for the calendar year shall be computed as follows:

    1.  During the last quarter of the previous calendar year, AT&T and the
        Agency shall meet to determine:

        a.  The account staffing (including all functions as defined in Article
            6, Paragraph C) for the AT&T account for the next calendar year.

        b.  The aggregate Direct Salaries, as defined herein, of the agreed upon
            account staff.

    2.  The fee for the calendar year is then ([***] + .[***]) X ([***] + [***])
        X [***].

    3.  For 1994 the yearly fee is [***]. For each subsequent year, the
        yearly fee shall be mutually agreed upon by the parties in writing and
        attached as an amendment hereto.

B.  [***] (expressed as a percent of [***]) as herein defined shall be based on
    [***] of [***] for the [***]. The specific criteria for evaluation shall be
    mutually agreed upon by the parties. However, the yearly Agency evaluation
    as performed by AT&T shall be at the sole discretion of AT&T.

    1.  At the end of each calendar year, the Agency shall submit to AT&T actual
        Direct Salaries as defined herein, and a computation of Profit Before
        Taxes according to the formula:

            Profit = Fee from [***] of this [***] - ([***] + [***]) X [***]

    2.  Based on the Agency evaluation as decided by AT&T, the Agency shall be
        allowed:

        a.  [***]% profit (expressed as a percent of Total Costs) if Agency
            evaluation is rated "unacceptable."

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

<PAGE>

                                               MC941121LD
                                               Page 6 of 19


        b.  [***]% profit (expressed as a percent of Total Costs) if Agency
            evaluation is rated "fully meets."

        c.  [***]% profit (expressed as a percent of Total Costs) if
            Agency evaluation is rated "exceeds."

        d.  [***]% profit (expressed as a percent of Total Costs) if Agency
            evaluation is rated "far exceeds."

    Agency shall use its best effort to provide actual Direct Salaries, actual
    All Other Expenses and Profit calculations within sixty (60) days of the end
    of the calendar year but in no event later than ninety (90) days after the
    end of the calendar year, so that reconciliation can be made. Agency agrees
    to keep accurate books of account and records, in accordance with generally
    accepted accounting principles, concerning all transactions hereunder,
    including documentation supporting all charges and including out-of-pocket
    expenses. An independent certified public accounting firm of the Agency's
    choice and at the Agency's expense shall annually review the Agency's
    books of account and records and shall certify that the bills to AT&T and
    actual Direct Salaries and Profit computations are accurate and in
    accordance with the definitions set forth in this Agreement. Verification of
    Direct Salaries shall be performed as outlined in Schedule I, attached
    hereto and made a part hereof. This audit privilege shall include access by
    the independent auditors to individual payroll and personnel records. Said
    books of account and records (excluding individual payroll and personnel
    records) shall be preserved and maintained by Agency and kept available for
    inspection by AT&T for at least three (3) years from the end of each
    accounting period.

C.  AT&T shall pay the Agency on dates to be mutually agreed upon by the
    parties.

D.  If for any reason Agency anticipates exceptional increases in Direct
    Salaries during any quarter of the year, a meeting between Agency and AT&T
    shall be called by the Agency to discuss what action should be taken while
    still providing AT&T with needed services.

E.  If for any reason AT&T expects the advertising/marketing budget to decline
    or increase significantly above or below the anticipated budget for the
    year, AT&T will notify Agency of this change as soon as possible.

F.  AT&T agrees to reimburse the Agency directly for reasonable Direct Client
    Service Expenses, including travel and living expenses authorized by AT&T
    and incurred in connection with this Agreement. Reimbursement for travel and
    living expenses shall be in accordance with the following guidelines:

    1.  Transportation

    a.  Airline Tickets - Agency will be reimbursed for air fare that has been
        purchased at coach fare for domestic travel (business class is allowed
        for international flights over six (6) hours in

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

<PAGE>

                                               MC941121LD
                                               Page 7 of 19



    duration). Agency employees may not request specific flights/carriers or
    arrange/alter travel plans to obtain airline promotional benefits. Agency
    employees traveling under first class status will be responsible for the
    expense difference incurred. The ticket stub must be presented and relate
    directly to the AT&T assignment. Reimbursement will not be made for the
    purchase of travel insurance.

b.  Reasonable taxi, bus, rail or car rental expenses will be reimbursed along
    with associated receipts from tolls, tips, and parking fees will be
    reimbursed by AT&T. Reimbursement for car rental expenses will be made upon
    presentation of a car rental agreement/receipt. Car rentals must be
    contracted at the lowest available rate and in the compact/subcompact
    category where possible, unless special requirements dictate otherwise, in
    which cases AT&T prior approval is required. For more than two people, a
    mid-size rental is acceptable, however, names of the people must be
    indicated on the car rental receipt.

    AT&T will not reimburse car rental refueling charges.

    Cab fares for "late nights" (after 8PM) are billable.

c.  A mileage allowance, as approved yearly by the IRS, will be reimbursed to
    Agency employees who use their own personal automobiles for services
    provided on behalf of AT&T. Allowable mileage is determined by deducting the
    normal commuting mileage.

    When traveling, use public transportation as a first choice, personal car as
    a second choice, and car rental as the last choice.

2.  Lodging and Meals - Maximum of $150.00/day hotel allowance for domestic
    travel, unless special requirements dictate otherwise, in which case AT&T
    prior approval is required. Lower rates should be used if available. Agency
    shall only invoice hotel expenses that are directly related to the work
    performed under this Agreement. Expenses incurred at hotels for AT&T
    business-related services (fax, typing, photocopying) are reimbursable.

    AT&T will reimburse the Agency for meal expenses not exceeding $65.00 per
    day, per person, which shall include room service and gratuities. Business
    lunches are billable (only if an AT&T employee is present). Overtime meals
    are not billable.

3.  Business Calls - Business calls made on AT&T's behalf while staying
    overnight are billable. Calls must list reason and person called and be on
    the AT&T Network. Personal calls are not billable.

4.  Personal Expenses - AT&T will not reimburse personal expenses of Agency
    employees. If expenses of a personal nature (i.e., hotel/ship purchases,
    alcoholic beverages, telephone and long
<PAGE>

                                               MC941121LD
                                               Page 8 of 19


        distance charges, in-room movies, sundry items, etc.) are charged
        against the room, the amount will be deducted from the invoice presented
        to AT&T. For trips which extend beyond five (5) days, reasonable valet
        and laundry charges will be reimbursed. AT&T will reimburse reasonable
        gratuities.

    5.  Magazines/Newspapers/Books are not billable unless specifically
        requested, in writing, by AT&T.

    E.  Services provided by Agency employees - For services requested by AT&T,
        the Agency shall provide, as a maximum, the following number of people:

                                               Maximum Number of People

        a.  Location Shoots                              3
        b.  Press Runs                                   1
        c.  Strategy Meetings                            *
        d.  Review Meetings                              *
        e.  Research Meetings (Focus Groups)             *

        * Agency shall obtain prior approval from AT&T regarding the number of
          people to attend.

    The Agency shall submit copies of all hotel bills and other reimbursable
    expenses along with the associated charge receipt(s). Expenses shall be
    billed at cost and invoices for all reimbursable expenses shall list the
    date(s), company, person(s) visited and business purpose for the expense.


ARTICLE 8 - DURATION

The term of this Agreement shall begin on January 1, 1994 and shall continue
until terminated by either party for their convenience by giving ninety (90)
days written notice or as otherwise provided herein.

After expiration of the period of notice, no rights or liabilities shall arise
out of this relationship, regardless of any plans which may have been made for
future advertising promotions, except that: (1) if AT&T terminates, any non-
cancelable contracts made on AT&T's authorization (or any uncompleted work
previously approved by AT&T either specifically or as part of a plan, and still
existing at the expiration of the period of notice), which contracts were not or
could not be assigned by the Agency to AT&T or AT&T's assignee, shall be
carried to completion by the Agency and paid for by AT&T; and (2) if Agency
terminates, it shall be similarly responsible for any non-cancelable contracts
unless AT&T chooses to assume such contracts. Upon termination of this
Agreement, the Agency shall transfer, assign, and make available to AT&T, all
property and materials in the Agency's possession or control belonging to and
paid for by AT&T, and all information regarding AT&T's advertising. The Agency
also agrees to give all reasonable cooperation towards transferring, with the
approval of third parties in interest, all assignable reservations, contracts
and agreements with advertising media, or others, for advertising space,
<PAGE>

                                               MC941121LD
                                               Page 9 of 19


broadcast time or materials yet to be used and all rights and claims thereto and
therein, upon being duly released from the obligation thereof. Upon termination,
unused advertising/promotional plans and ideas prepared by the Agency for AT&T
prior to the date of termination shall remain AT&T's property.

Except as otherwise specifically set forth, all the rights and liabilities of
the parties arising out of this Agreement shall cease on the date of
termination.


ARTICLE 9 - BILLING AND PAYMENT

A.  Agency's bills for space in publications, outdoor and carcard advertising,
    and radio and TV time and talent shall be rendered to AT&T in sufficient
    time to afford AT&T a reasonable opportunity to remit funds to enable Agency
    to pay charges incurred for AT&T's account on their due dates, and AT&T
    agrees to pay such bills within the time herein specified for payment.
    Agency's bills for other items will be rendered to AT&T from time to time;
    unless otherwise specified, such bills will be due and payable within
    thirty (30) days from date thereof. Agency shall submit all media and other
    invoices in time for AT&T to obtain customary cash discounts. All bills
    submitted to AT&T by Agency shall be net of all commissions and/or markups.

    All non-media billing charges shall be in accordance with Schedule II,
    attached hereto and made a part hereof. In no event shall AT&T be liable for
    media or non-media bills unless the Agency submits such bills to AT&T within
    three (3) months from the date in which costs were incurred.

B.  Receipt or acceptance by AT&T of any statement or invoice furnished pursuant
    hereto or any sums paid by AT&T hereunder shall not preclude AT&T from
    questioning the correctness thereof within two (2) years of the year in
    question, and if any inconsistencies or mistakes are discovered in such
    statements or payments, they shall be immediately rectified and prompt
    adjustments and corresponding payments shall be made to compensate thereof.

C.  AT&T agrees to pay any "short rates" with which AT&T is justly charged by
    the media placed on AT&T's behalf by Agency for any premature termination
    of a contract that is caused by AT&T. Agency shall pay any "short rates"
    with which AT&T is charged by media for any premature termination of a
    contract that is caused by Agency.

The Agency shall submit invoices for all work performed under this Agreement.
Invoices against this Agreement shall indicate the work performed for which
billing is rendered, shall be in accordance with approved estimates and shall be
submitted in duplicate.
<PAGE>

                                               MC941121LD
                                               Page 10 of 19


ARTICLE 10 - NOTICES

Any notice or demand which under the terms of this Agreement or under any
statute must or may be given or made by Agency or AT&T shall be in writing and
shall be given or made by telegram, telex, confirmed facsimile or by certified
or registered mail.

Such notice or demand shall be deemed to have been given or made when sent by
telegram, telex, or facsimile or when deposited, postage prepaid in the
U.S. mail.


ARTICLE 11 - TITLE

A.  Except as set forth in Paragraph C below, all creative work and work
    products, including, but not limited to, advertising and/or marketing plans,
    media plans, ideas, and advertising materials developed by the Agency, or on
    Agency's behalf, for AT&T in connection with this Agreement, and any and all
    copyrights therein are hereby assigned and agreed to be assigned by Agency
    to AT&T and shall be and will remain the exclusive property of AT&T, which
    may use any of such as it deems appropriate. All such work and work products
    shall be considered "works made for hire" to the extent allowed by law.
    Agency shall acquire for AT&T from Agency subcontractors or others all such
    assignments, rights and covenants, and will furnish AT&T with all such
    documentation, as, any of them, are needed in AT&T's reasonable opinion to
    assure vesting in it of title to, and unrestricted ownership rights in, such
    work, work products and copyrights, and to perfect the enforceability of
    such copyrights.

    Should the Agency desire to use material developed for AT&T for another
    client or for other business reasons it may request AT&T's permission to do
    so. Granting of any such permission shall be at AT&T's sole discretion.

B.  If Agency furnishes AT&T with materials previously copyrighted by Agency and
    not originally prepared hereunder, Agency hereby grants and agrees to grant
    to AT&T unrestricted, non-exclusive, royalty-free licenses for all purposes
    under any and all copyrights in such materials, with the unrestricted right
    to grant such sublicenses under those licenses as AT&T may see fit, to the
    extent that such materials are used in conjunction with any of the work and
    work products referred to in Paragraph A of this Article.

C.  If AT&T has consented to the inclusion of materials owned or copyrighted by
    others, or in which other rights may be claimed by others (and there shall
    be no such inclusion without AT&T's prior consent), then the Agency shall
    notify AT&T of the scope of the rights and permissions the Agency intends to
    obtain with respect to such materials and shall modify the scope of same as
    requested by AT&T. Copies of all rights and permissions clearly identifying
    the included works to which they apply shall be supplied to AT&T prior to
    program completion.
<PAGE>

                                               MC941121LD
                                               Page 11 of 19


D.  Agency warrants the originality of the work prepared for AT&T hereunder
    (except if such work is in the public domain) and its disclosure to AT&T
    exclusively and that, except as provided in Paragraphs B and C above, no
    portion of the material prepared for AT&T under this Agreement is derived
    from copyrighted material.

E.  Agency undertakes that no part of the creative work or work products
    developed for AT&T in connection with this Agreement, whether or not
    copyrightable, shall be disclosed to any persons or used by the Agency to
    produce creative materials for any persons other than AT&T without the
    express written permission of AT&T.

F.  Agency shall retain all materials for two years or for such longer period as
    is necessary for purposes of carrying out Agency's obligations hereunder
    after which time they will be returned to AT&T, placed in public storage at
    AT&T's expense, or destroyed as requested by AT&T. Agency shall safeguard
    and be responsible for all materials entrusted to it by or on behalf of AT&T
    and shall return such materials to AT&T upon request of AT&T, and, in any
    event, as soon as practicable upon termination of this Agreement. Agency
    shall provide copies of materials requested by AT&T to the extent necessary
    for AT&T to litigate or negotiate claims or to handle proceedings before
    regulatory agencies.


ARTICLE 12 - USE OF INFORMATION

Except under the conditions stated in the next sentence, any materials and/or
information furnished or disclosed by AT&T or developed by the Agency hereunder
is the property of and shall be deemed confidential to AT&T and shall be
surrendered to AT&T at the conclusion of this Agreement, or shall be destroyed
if AT&T shall so direct in writing. Unless such information or materials were
previously known to the Agency free of any obligation to keep it confidential,
or is subsequently made public by AT&T or by a third party having a legal right
to make such disclosure, it shall be held in confidence by the Agency, shall be
used only for the purposes hereunder, and may be used for other purposes only
upon such terms and conditions as may be mutually agreed upon in writing.


ARTICLE 13 - EXCLUSIVITY AND RESERVATION OF RIGHTS

A.  For the duration of this Agreement, including the period of notice prior to
    its effectiveness of termination, Agency and any of its constituent
    companies anywhere in the world shall not undertake any work for any of the
    following companies: Ameritech, Bell Atlantic, Bell South, British Telecom,
    IBM, MCI, NYNEX, Pacific Telesis, Southwestern Bell, Sprint or US West.

B.  Further, Agency and any of its constituent companies shall not work for
    other companies that compete with any AT&T unit unless Agency receives
    written approval from AT&T and the following three (3) conditions are met:
<PAGE>

                                               MC941121LD
                                               Page 12 of 19


    1.  The non-AT&T business is not competitive with the AT&T account handled
        by the Agency.

    2.  A "virtual wall" is erected so that none of the people working
        on AT&T's business share any information with people working on the
        competitive account.

    3.  The Agency understand that if the competitive company shifts its focus
        and strategy to become a strategic competitor, the Agency must then
        choose to work only for AT&T or the competitor.


ARTICLE 14 - AGENCY'S INFORMATION

No specifications, drawings, sketches, models, samples, tools, computer or other
apparatus programs, technical or business information or data, written, oral or
otherwise, furnished by Agency to AT&T under this Agreement, or in contemplation
of this Agreement, shall be considered by Agency to be confidential or
proprietary unless subject matter so furnished is owned by AT&T as defined and
provided under the Article 11 (Title) or Article 12 (Use of Information),
contained herein.


ARTICLE 15 - INDEMNIFICATION/INFRINGEMENT

The Agency agrees to indemnify and save harmless AT&T, its subsidiaries,
affiliates and its customers and their officers, directors, employees successors
and assigns (collectively referred to as "AT&T") from and against the following
claims, losses, suits, demands, or liens:

A.  Any tortious act, omission, or statement of the Agency or any person
    employed by or under contract with the Agency that results in
    injury (including death), loss or damage to any person or property,
    including libel, slander, and defamation;

B.  Injuries or death to persons or damage to property, including theft, in any
    way arising out of or occasioned by, caused or alleged to have been caused
    by or on account of the performance of the work or services performed by
    Agency or persons furnished by Agency, except to the extent such injury or
    damages are caused by AT&T's sole negligence or willful misconduct;

C.  Any failure on the part of the Agency to satisfy all claims for labor,
    equipment, materials and other obligations relating to the performance of
    the work hereunder;

D.  Piracy, unfair competition, plagiarism, idea misappropriation under implied
    contract;

E.  Assertions under Worker's Compensation or similar acts made by persons
    furnished by Agency or by any subcontractor, or by reason of any injuries to
    such persons for which AT&T would be responsible under Worker's
    Compensation or similar acts if the persons were employed by AT&T;
<PAGE>

                                               MC941121LD
                                               Page 13 of 19


F.  Any failure by the Agency to perform Agency's obligations under this clause
    or, Article 16 (Insurance); and

G.  Any act of infringement of any patent, trademark, or copyright; any title,
    slogan, or other trademark; or any unauthorized use of trade secret or other
    proprietary interest, except where such infringement or unauthorized use
    arises solely from Agency's adherence to AT&T's written instructions which
    are so specific as to directly cause said infringement or unauthorized use,
    in which case AT&T shall so indemnify Agency; provided however, if such
    instructions specify (1) commercial material which is available on the open
    market or is the same as such material or (2) material of Agency's origin,
    design or selection, and the adherence to such instructions results in the
    infringement or unauthorized use, then Agency shall indemnify AT&T for any
    such infringement or unauthorized use.

However, the indemnification in (A) shall not apply to claims for loss or damage
to property arising solely from Agency's reasonable reliance upon the accuracy,
completeness and propriety of information furnished by AT&T concerning its and
its competitors organization, products, industry and services in developing or
producing work or work products under this Agreement.

Each party shall defend or settle, at its own expense, any action or suit
against the other for which it is responsible hereunder and shall reimburse the
other for reasonable attorneys' fees, interest, costs of suit and all other
expenses incurred by the other in connection therewith. Each party shall notify
the other promptly of any claim for which the other is responsible hereunder and
shall cooperate with the other in every reasonable way to facilitate the defense
of any such claim.


ARTICLE 16 - INSURANCE

Agency shall maintain during the term of this Agreement (1) Worker's
Compensation insurance as prescribed by the law of the state or nation in which
the work is performed; (2) employer's liability insurance with limits of at
least $300,000 for each occurrence; (3) comprehensive automobile liability
insurance if the use of motor vehicles is required, with limits of at least
$1,000,000 combined single limit for bodily injury and property damage for each
occurrence; (4) Comprehensive General Liability ("CGL") insurance, including
Advertiser's Liability and Blanket Contractual Liability and Broad Form
Property damage, with limits of at least $5,000,000 combined single limit for
personal injury and property damage for each occurrence. All CGL insurance shall
designate AT&T as an additional insured for work Agency performs for AT&T.
Agency shall cause its subcontractors to maintain insurance similar in form and
account as AT&T shall approve, which approval shall not be reasonably withheld.
All such insurance must be primary and required to respond and pay prior to any
other available coverage.

Agency agrees that Agency, Agency's insurer(s) and anyone claiming by, through,
under or in Agency's behalf shall have no claim, right of action or right of
subrogation against AT&T and its customers based on any loss
<PAGE>

                                               MC941121LD
                                               Page 14 of 19

or liability insured against under the foregoing insurance. Agency shall furnish
prior to the start of work certificates or adequate proof of the foregoing
insurance. AT&T shall be notified in writing at least thirty (30) days prior to
cancellation of or any change in the policy.


ARTICLE 17 - RELATIONSHIP

The Agency shall exercise full control and direction over the employees of the
Agency performing the work covered by this Agreement. Any changes in personnel
performing services for AT&T that may be reasonably requested by AT&T through
its authorized representative shall be made promptly.

Neither the Agency nor its employees or agents shall be deemed to be AT&T's
employees or agents, it being fully understood that Agency employees are
entitled to no benefits or compensation from AT&T. It is understood that the
Agency is an independent contractor for all purposes and at all times. The
Agency is wholly responsible for withholding and payment of all applicable
federal, state and local income and other payroll taxes with respect to its
employees, including contributions from them as required by law. Agency agrees
to indemnify, defend and hold AT&T harmless from any claims made by Agency
employees or former Agency employees, their heirs or assigns, against AT&T for
direct compensation, including salaries and bonuses, or for any benefits such as
medical, dental, life insurance or pension benefits.


ARTICLE 18 - SUBCONTRACTS

The Agency shall be responsible for informing subcontractors of their
responsibility to protect any confidential and proprietary information included
in any work subcontracted hereunder, and Agency shall undertake all necessary
precautions to insure that each subcontractor is in compliance with this
Article. This Agreement is not intended to create any legal rights or interests
as to persons not directly a party hereto. In accordance with this
understanding, Agency shall remain fully, directly and solely responsible for
all expenses it incurs of any nature whatsoever and shall indemnify, defend and
hold AT&T harmless from any and all claims made against AT&T by persons not a
party to this Agreement for non-payment of such expenses (except those incurred
as an authorized and disclosed advertising agent for AT&T in connection with
approved work or services performed or purchases made hereunder).

If Agency elects to subcontract out any work, then the Agency shall request
competitive quotations from a minimum of three vendors when the subcontracted
work is estimated to exceed $20,000. The quotation process shall be
administered by the Agency and contracts awarded by the Agency, but only with
the prior concurrence of AT&T. Copies of the quotations shall be submitted to
AT&T for review and approval prior to the award of a contract. In the event a
selected vendor cannot perform, the Agency shall select another vendor upon
notification to and approval by AT&T. The Agency shall not fragment any
subcontracted work to avoid the obligation to obtain quotations.
<PAGE>

                                               MC941121LD
                                               Page 15 of 19


ARTICLE - 19 USE OF AT&T'S NAME, LOGO, AND MARKS

All use of AT&T's name, logo and marks shall be in strict conformance with any
written BCS, Corporate or other guidelines provided by AT&T and shall be
approved in advance by AT&T.


ARTICLE 20 - AUDIT

Agency shall maintain accurate and complete records including a physical
inventory, if applicable, of all costs incurred under this Agreement in
performing the services covered by this Agreement, including the costs of labor
(other than individual salaries and bonuses of agency employees), equipment,
materials, and other disbursements. These records shall be maintained in
accordance with recognized commercial accounting practices so they may be
readily audited and shall be held until costs have been finally determined under
this Agreement and payment or final adjustment of payment, as the case may be,
has been made. Agency shall permit AT&T or AT&T's representative to examine and
audit these records on reasonable notice. Audits shall be made not later than
two (2) calendar years after the end of the year in question.


ARTICLE 21 - ASSIGNMENT

The Agency shall not assign any right under this Agreement (excepting monies due
or to become due), subcontract any work or delegate any other obligations to be
performed or owed under this Agreement without the prior written consent of
AT&T. Any attempted assignment or delegation in contravention of the above
provisions shall be void and ineffective. Any assignment of monies shall be void
and ineffective to the extent that (1) Agency shall not have given AT&T at least
thirty (30) days prior written notice of such assignment or (2) such assignment
attempts to impose upon AT&T obligations to the assignee additional to the
payment of such monies, or to preclude AT&T from dealing solely and directly
with Agency in all matters pertaining to this Agreement including the
negotiation of amendments or settlements of charges due. All work performed by
Agency's subcontractor(s) at any time shall be deemed work performed by the
Agency.


ARTICLE 22 - TAXES

AT&T shall reimburse Agency only for the following tax payments with respect to
transactions under this Agreement unless an exemption applies: state and local
sales and use taxes, as applicable. Taxes payable by AT&T shall be billed as
separate items on Agency's invoices and shall not be included in Agency's
prices. AT&T shall have the right to have Agency contest any such taxes that
AT&T reasonably deems improperly levied, at AT&T's expense and subject to its
direction and control.
<PAGE>

                                               MC941121LD
                                               Page 16 of 19


ARTICLE 23 - COMPLIANCE WITH LAWS

Agency and all persons furnished by Agency shall comply at their own expense
with all applicable federal, state and local laws, ordinances, regulations and
codes, including identification and procurement of required permits,
certificates, licenses, insurance approvals and inspections, in performance
under this Agreement. Agency agrees to indemnify AT&T and its customers for any
loss or damage that may be sustained by reason of any failure to do so.


ARTICLE 24 - PUBLICITY, ADVERTISING

The Agency agrees not to advertise, promote, make use of any identification of
AT&T or publicize matters relating to the services performed under this
Agreement or to mention or imply any relationship or connection with AT&T in
such advertising, promotion or publicity without the prior written consent of
AT&T. The term "identification" includes any trade name, trademark, service
mark, insignia, symbol, or any simulation thereof, and any code, drawing,
specification, or evidence of AT&T's inspection. This article does not modify
Article 12 (Use of Information).


ARTICLE 25 - WAIVER

The failure of either party at any time to enforce any right or remedy available
to it under this Agreement with respect to any breach or failure by the other
party shall not be construed to be a waiver of such right or remedy with respect
to any other breach or failure by the other party.


ARTICLE 26 - SEVERABILITY

In the event that any one or more of the provisions contained herein shall for
any reason be held to be unenforceable in any respect under the laws of any
state, or of the United States of America, such unenforceability shall not
affect any other provision of this Agreement, but this Agreement shall then be
construed as if such unenforceable provision or provisions had never been
contained herein.


ARTICLE 27 - SURVIVAL OF OBLIGATION

The obligations of the parties under this Agreement that by their nature would
continue beyond the termination, cancellation or expiration of this Agreement,
including by way of illustration only and not limitation, those in the clauses
in Article 23 (Compliance With Laws), Article 16 (Insurance), Article 15
(Indemnification/Infringement), Article 12 (Use of Information), shall survive
termination, cancellation or expiration of this Agreement.
<PAGE>

                                               MC941121LD
                                               Page 17 of 19


ARTICLE 28 - CHOICE OF LAW

The construction, interpretation and performance of this Agreement shall be
governed by the laws of the State of New Jersey, excluding its choice of law
rules.


ARTICLE 29 - RELEASES VOID

Neither party shall require (1) waivers or releases of any personal rights or
(2) execution of documents, which conflict with the terms of this Agreement from
employees, representatives or customers of the other in connection with visits
to its premises and both parties agree that no such releases, waivers or
documents shall be pleaded by them or third persons in any action or proceeding.


ARTICLE 30 - SPECIAL SERVICES

At the request of AT&T, Agency may be asked to perform the following special
marketing communications services:

A.  Create and produce sales promotion and collateral material.

B.  Develop new product or service concepts and test marketing of new products
    and services.

C.  Conduct special advertising or market research.

D.  Provide publicity and public relations services.

E.  Provide specialized advertising services such as classified and recruitment
    advertising.

F.  Manage print media contracts and maintain total AT&T print data base.

G.  Negotiate services for print media.

H.  Negotiate services for media appearing outside the United States
    (international).

I.  Design services including packaging, trademarks and corporate identity
    programs.

J.  Stage and conduct sales, marketing positioning, sporting or other events and
    meetings.

K.  Design and prepare exhibits for trade shows or other venues.

L.  Prepare visual presentation materials.

M.  Produce television and/or radio programming other than commercials, or print
    materials which are not advertising.
<PAGE>

                                               MC941121LD
                                               Page 18 of 19


For any special services requested by AT&T and performed by Agency, compensation
shall be mutually agreed upon in writing prior to the start of work.


ARTICLE 31 - NONEXCLUSIVE RIGHTS

It is expressly understood and agreed that this Agreement does not grant to the
Agency an exclusive right or privilege to provide any and all of the services
described in this Agreement which AT&T may require. It is, therefore, understood
that AT&T may contract with other agencies for the procurement of the same or
comparable services.


ARTICLE 32 - CHANGES IN, TERMINATION, OR SUSPENSION OF PARTICULAR WORK

AT&T may, at any time, by written notice, advise the Agency of AT&T's intent to
make changes in, additions to, or deductions from, the work on any specific
program under an approved estimate. If such intended changes cause an increase
or decrease in the amount or character of the services to be rendered under this
Agreement, or in the time required for its performance, the Agency shall
promptly so advise AT&T, specifying the impact of such change on the approved
estimates. Thereafter, if AT&T elects to make such change, an equitable
adjustment to all appropriate terms and conditions, including the amount to be
paid to the Agency and the time for performance shall be made and this Agreement
shall be modified accordingly in writing. Notwithstanding anything contained in
this Article 32 to the contrary no change shall have the effect of reducing the
required ninety (90) days notice of termination.


ARTICLE 34 - ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Agency and AT&T
relating to the subject matter hereof and shall not be modified or rescinded in
any manner except by a writing executed by both parties. Other than as expressly
provided herein, both the Agency and AT&T agree that no prior or contemporaneous
oral representations form a part of their agreement. Additional or different
terms inserted in this Agreement by Agency, or deletions thereto, whether by
alterations, addenda, or otherwise, shall be of no force and effect, unless
expressly consented to by AT&T in writing. The provisions of this Agreement
supersede all contemporaneous oral agreements and all prior oral and written
quotations, communications, agreements and understandings of the parties with
respect to the subject matter of this Agreement.

It is agreed and understood that Agreement Number AD911475LD executed on May 7,
1991 shall be deemed terminated, superseded and replaced by the terms and
conditions of this Agreement effective January 1, 1994.
<PAGE>

                                               MC941121LD
                                               Page 19 of 19


WITNESS WHEREOF, the Agency and AT&T have executed this Agreement in duplicate
on the day and year below written.

                                      AT&T COMMUNICATIONS, INC.
BRONNER SLOSBERG HUMPHREY INC.        BUSINESS COMMUNICATIONS SERVICES



By: /s/ Robert E. Stoloff              By:  /s/ David W. Robertson
    -------------------------------       ------------------------------------
             (Signature)                              (Signature)

        Robert E. Stoloff                         David W. Robertson
    SVP & Chief Financial Officer                     - Director
    -------------------------------       ------------------------------------
    (Name & Title Typed or Printed)          (Name & Title Typed or Printed)

          October 11, 1995                         September 11, 1995
    -------------------------------       ------------------------------------
                 (Date)                                 (Date)
<PAGE>

                                                 MC941121LD
                                                 Schedule I
                                                 Page 1 of 3


                                  SCHEDULE I


    [***] & ALL OTHER EXPENSES AUDIT INSTRUCTIONS

A.  General

1.  Obtain the current agency agreement between the Agency and AT&T.

2.  Obtain the AT&T agency fee computation.

B.  [***]

1.  [***], for all [***] in the [***] as defined herein in [***], [***], [***]
    on the [***], which [***] by [***] and [***], all [***]
    during the [***].

    a.  [***], on a [***] or as [***] by [***], [***] ([***]%) of the [***] who
        have [***] on the [***] during the [***] ([***] of [***]). This [***]
        would include the [***] by [***], if applicable. Note that at least
        [***] ([***]%) of the [***] must have [***] at least [***] ([***]%) of
        their [***] on the [***]. (See [***] [***].[***].[***] below).

    b.  If more than [***]-[***][***] ([***]%) of [***] in [***]
        [***].[***].[***]. above have [***] less than [***] ([***]%) of their
        [***] on [***], on a [***], [***] who [***] less than [***] ([***]%) of
        their [***] to [***] and [***] with a [***], until [***] ([***]%) of the
        [***] ([***]%) or more of their [***] to the [***].

    c.  For [***] a [***] of [***] ([***]) [***] or [***] ([***]) [***] on a
        [***], [***] ([***], [***] and [***]) to [***].

    d.  [***] does not include [***], [***] and [***].

    e.  [***] the [***] to each [***] by the [***] to [***] at a [***] by [***].

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.
<PAGE>

                                                                    MC941121LD
                                                                    Schedule I
                                                                   Page 2 of 3



2.   [***] of [***] (including [***], but
     excluding [***]) for the [***] in [***].[***].[***]. above.

     a.   [***] the [***] in the [***] to the [***]-[***][***], [***] and
          [***]([***]) [***] on a [***].

     b.   If [***] in [***] were [***] during the [***], [***] the [***], the
          [***] shall be [***] to be the [***] of the [***] during the [***].
          In these [***], [***] the [***] of the [***].

     c.   [***] that no [***], [***], [***] or [***] are included in the [***]
          of [***]. Note that [***] are not included as [***] of the [***].

3.   [***] of [***] by [***].

     a.   [***] the [***] per [***].[***]. above and [***] per
          [***].[***].[***]. above, [***] the [***] and [***] to the [***].

     b.   [***] the [***] of the [***].

4.   [***] the [***] in [***].[***]. through [***].[***]. above, to the [***] in
     [***]. below.

C.   Overall Salary Testing
     ----------------------

     Obtain report of annual base salary (including regular time, overtime but
     excluding bonus payments) for all employees who charged time to the AT&T
     account. Agree the information contained in this report to the year-end
     payroll register.

D.   Profit Calculation
     ------------------

     Recalculate the agency fee computation, obtained in Step A.2 above, as
     defined in Article 7 of the Agreement.


CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

<PAGE>

                                                                      MC941121LD
                                                                      Schedule I
                                                                     Page 3 of 3



E. Compliance Procedures
   ---------------------

1. If any errors were noted in Step B above, ensure the profit calculation is
   corrected by the Agency prior to submission of the final fee calculation to
   AT&T. If not corrected, include a summary of all errors as an Exhibit to the
   report.

2. If the number of errors noted in Step B above exceeded ten (10), make another
   selection as outlined in Step B.1 above, repeat Step B above and note in the
   report to AT&T. If errors exceeded ten (10) in this secondary selection and
   the effect of the errors equals or exceeds one percent (1%) of the fee to
   AT&T, notify Agency and AT&T that audit can not be completed.

F. All Other Expenses
   ------------------

   Use the definition of All Other Expenses (AOE) as defined in Article 6,
   Paragraph E to determine and report the actual AOE for the year being
   audited.

G. Representation Letter
   ---------------------

1. Obtain letter signed by the appropriate Agency representative which confirms
   management's responsibility for the fair presentation and calculation of the
   charges to AT&T, that management is not aware of any irregularities involving
   management or employees who have significant roles in the system of internal
   accounting control or any other irregularities involving other employees that
   could have a material effect on the charges to AT&T or any violations or
   possible violations of laws or regulations whose effects should be considered
   for disclosure or for recording a loss contingency, that there have been no
   communications from AT&T concerning noncompliance with or deficiencies in
   financial reporting practices that could have a material effect on the
   charges to AT&T and that no matters or occurrences have come to management's
   attention up to the date of the letter which would materially affect the
   charges to AT&T for the year the audit covers.

2. Clear draft of report with Agency prior to submission to AT&T, including
   applicable items noted in Step D above.

CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.

<PAGE>

                                                  MC941121LD
                                                  Schedule II
                                                  Page 1 of 5

                                  SCHEDULE II

                          NON-MEDIA BILLING SCHEDULE


Net out-of-pocket ("Net O-O-P") as used in this Schedule II shall mean the
amount of money the Agency pays to outside suppliers on behalf of AT&T based on
an authorized estimate.


A.  Charges for Publication Advertising and Outdoor Advertising

    1.  Preparation of rough layouts and copy      No Charge

    2.  Production of comprehensive layouts:

        - purchased from outside suppliers         Net O-O-P

        - produced by Agency personnel             Quoted in advance

    3.  Type composition, printing, engraving,
        electrotypes, finished art, photographs,
        photostats and other reproduction mats,
        stereotypes, quantity proofs:

        - purchased from outside suppliers         Net O-O-P

        - produced by Agency personnel             Quoted in advance

    4.  Endorsement fees, testimonials, etc.       Net O-O-P

    5.  Fashion Coordination performed by:

        - studio and/or stylist                    Net O-O-P

        - Agency personnel (Competitive Fee
          Schedule)                                Net O-O-P

    6.  Travel expenses of Agency personnel to     Net O-O-P
        supervise production, obtain testimonials
        and otherwise directly attributable to
        specific publication and outdoor
        advertising

    7.  Supervision and checking                   No Charge
<PAGE>

                                                          MC941121LD
                                                          Schedule II
                                                          Page 2 of 5

    8. Talent for use in test and/or finished      Net O-O-P
       advertising

    9. Production of test advertisements           Net O-O-P

   10. Research and licensing costs for stock      Net O-O-P
       photography

   11. Location scouting                           Net O-O-P

   12. All other elements required to produce      Net O-O-P
       publications and outdoor advertising
       not referred to above

B. Charges for Broadcast Advertising

    1. Preparation of copy and rough storyboards   No Charge
       by Agency for the Agency's presentation
       of creative executions

    2. Regular storyboards and reproduction
       copies of all regular storyboards and
       animatics:

       - purchased from outside suppliers          Net O-O-P

       - produced by Agency                        Quoted in advance

    3. Talent for use in programs and              Net O-O-P
       commercials when separately contracted
       for the Agency

    4. Packaged shows and films                    Net O-O-P

    5. Programs and scripts by outside             Net O-O-P
       speciality writers or producers

    6. Music rights, jingles, prize money,         Net O-O-P
       dramatic literary or musical adaptions
       or arrangements
<PAGE>

                                                      MC941121LD
                                                      Schedule II
                                                      Page 3 of 5

  7.  Previewing, auditioning, selecting,          No Charge
      negotiating, contracting of programs
      and talent

  8.  Producer's charges for filming, taping       Net O-O-P
      or recording commercials

  9.  Film production charges, studio and          Net O-O-P
      equipment rentals, scenery, props and
      costumes and location scouting


 10.  Fashion Coordination/hair and makeup:

      - by Agency personnel                        No Charge

      - by studio and/or stylist                   Net O-O-P

 11.  Release prints and duplicate tapes for       Net O-O-P
      distribution

 12.  Distribution of release prints and           Net O-O-P
      duplicate tapes

13.   Motion picture, slide and slidefilm          Net O-O-P
      processing

14.   Checking, including air checks               No Charge

15.   Endorsement fees, testimonials, etc.         Net O-O-P

16.   Travel expenses of Agency personnel to       Net O-O-P
      supervise production or expenses otherwise
      directly attributable to specific
      commercial production

17.   Music production associated with creative    Net O-O-P
      presentation, demos and test ads

18.  Talent, including voice over, associated      Net O-O-P
     with creative presentations, demos and
     test ads
<PAGE>

                                                       MC941121LD
                                                       Schedule II
                                                       Page 4 of 5

   19. Closed captioning expenses                  Net O-O-P

   20. All production costs for rough or test      Net O-O-P
       productions

   21. All other elements required to televise or
       broadcast television or radio commercials
       and not referred to above:

       -  purchased from outside suppliers         Net O-O-P

       - produced by Agency                        No Charge

C.  Postage, Express and Freight and Sales Taxes

    1. Incidental to normal business routine       No Charge
       between Agency and client home office

    2. Shipment of advertising materials to        Net O-O-P
       suppliers, media, etc.

    3. Sales Taxes                                 Net O-O-P

D.  Telephone, Teletype, Telegraph and Facsimile

    1. Incidental to normal business routine       No Charge
       between Agency and client home office

    2. Attributable to unusual service or to the   Net O-O-P
       production of specific advertising
       projects

E.  Research

    1. All research conducted by Agency unless     No Charge
       authorized by client

    2. All media research normally provided by     No Charge
       agencies
<PAGE>

                                                       MC941121LD
                                                       Schedule II
                                                       Page 5 of 5


    3.  Test materials                             Net O-O-P

    4.  Travel for Agency personnel to supervise,  Net O-O-P
        participate in and observe the research

F.  Free-Lance Creative/Technical Talent           Net O-O-P
<PAGE>

                                                 MC941121LD
                                                 Amendment No. 1
                                                 Page 1 of 1


                   ADVERTISING/MARKETING AGREEMENT AMENDMENT


AGREEMENT NUMBER: MC941121LD

AMENDMENT NUMBER: 1

AGENCY:  BRONNER SLOSBERG HUMPHREY INC.
         695 Atlantic Avenue
         Boston, Massachusetts 02111


Advertising/Marketing Agreement MC941121LD dated October 11, 1995 between
AT&T Communications, Inc. - Business Communications Services and Bronner
Slosberg Humphrey Inc., is hereby amended as follows:

Effective January 1, 1995, Article 7, Section A.3. is deleted in its entirety
and replaced with the following:

     Article 7.A.3
     For 1995 the yearly fee is [***]. For each subsequent year, the yearly
     fee shall be mutually agreed upon by the parties in writing and attached as
     an amendment hereto.


ALL OTHER TERMS AND CONDITIONS TO REMAIN UNCHANGED


Accepted:


BRONNER SLOSBERG                        AT&T COMMUNICATIONS, INC.
HUMPHREY INC.                           BUSINESS COMMUNICATIONS SERVICES

By: /s/ Robert E. Stoloff               By: /s/ David W. Robertson
    ------------------------------          ------------------------------


                                        David W. Robertson - Director/Adv.
---------------------------------       ----------------------------------
     (Name & Title-Printed)                   (Name & Title-Printed)

                                                      11/27/95
---------------------------------       ----------------------------------
             (Date)                                    (Date)


CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH
ASTERISKS.