<PAGE>
                                                                   EXHIBIT 10.12

                            DATE:   15th June, 2000



                               HAVAS ADVERTISING

                      HAVAS ADVERTISING INTERNATIONAL SA

                             HAS ACQUISITION CORP.

                            EWDB NORTH AMERICA INC.

                                  EVELINK PLC

                                 as Guarantors



                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK

                                   as Agent



           ________________________________________________________

                            GUARANTEE AND INDEMNITY
       in relation to a US$400,000,000 Multicurrency Term Loan Facility

           ________________________________________________________



                               Slaughter and May

                             35 Basinghall Street

                               London  EC2V 5DB

                                    RS/RCYS

                                  CC003698004
<PAGE>

                                   CONTENTS

<TABLE>
<CAPTION>
Clause                                                                     Page
------                                                                     ----
<S>                                                                         <C>
    1.  INTERPRETATION                                                       1

    2.  GUARANTEE                                                            3

    3.  GUARANTOR'S INDEMNITY                                                6

    4.  WITHHOLDINGS                                                         7

    5.  TAXES ETC ON A LENDER                                                8

    6.  PAYMENTS                                                             8

    7.  LATE PAYMENT                                                        10

    8.  EVIDENCE, CERTIFICATES AND DETERMINATIONS                           10

    9.  NOTICES                                                             10

   10.  ASSIGNMENT                                                          11

   11.  COUNTERPARTS                                                        11

   12.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999                        11

   13.  LAW AND JURISDICTION                                                11
</TABLE>
<PAGE>

                                       1


                            GUARANTEE AND INDEMNITY
                            -----------------------

DATE:  15th  June, 2000


PARTIES

1.   HAVAS ADVERTISING of 84 rue de Villiers, 92683 Levallois-Perret Cedex,
     France, HAVAS ADVERTISING INTERNATIONAL SA of the same address, HAS
     ACQUISITION CORP. of Corporation Trust Center, 1209 Orange Street,
     Wilmington, DE 19801, U.S.A., EWDB NORTH AMERICA INC. of the same address
     and EVELINK PLC of 160-161 Drury Lane, London WC2B 5QG, England as
     guarantors (the "Guarantors")

2.   MORGAN GUARANTY TRUST COMPANY OF NEW YORK on its own behalf and on behalf
     of each of the Lenders and Arrangers (the "Agent")


BACKGROUND
----------

A loan agreement (the "Loan Agreement") was made on 18th May, 2000 between (1)
Havas Advertising, Havas Advertising International SA, HAS Acquisition Corp. and
EWDB North America Inc. as Borrowers, (2) the Guarantors named in the Loan
Agreement, (3) the Lenders named in the Loan Agreement, (4) J.P. Morgan
Securities Ltd. and Societe Generale as Arrangers and (5) the Agent.  Under the
terms of the Loan Agreement the Lenders agreed to provide to the Borrowers a
US$400,000,000 multicurrency 364 day term loan facility.

The Borrowers may not borrow under the Loan Agreement until this Guarantee and
Indemnity is executed and delivered.


The parties agree as follows:

1.   INTERPRETATION

1.1  Definitions

     (A)  In this agreement unless a contrary intention is indicated, words and
          expressions defined in the Loan Agreement will have the same meanings
          respectively when used in this agreement. References to the Loan
          Agreement are to that agreement as amended or supplemented.

     (B)  References to "Borrower" do not include any company as borrower in
          relation to the Guarantee by that company.
<PAGE>

                                       2

1.2  Interpretation of certain references

     Unless a contrary intention is indicated:

     (A)  References to Clauses are to Clauses of this agreement. References to
          paragraphs are to paragraphs in the same sub-Clause. References to
          sub-paragraphs are to sub-paragraphs in the same paragraph.

     (B)  References to other documents include those documents as they may be
          amended. In particular, references to the Loan Agreement are to that
          document as it may be amended from time to time.

     (C)  References to times are to London time.

     (D)  References to assets are to present and future assets.

     (E)  References to "US$" and "dollars" are to U.S. dollars.

     (F)  References to fees or expenses include any value added tax on those
          fees or expenses.

1.3  Headings

     All headings and titles are inserted for convenience only.  They are to be
     ignored in the interpretation of this agreement.

1.4  Calculations

     Interest will be calculated using the following formula:

     I =  D  x R x A
         ---
          Y

     Where:

     I = interest accrued

     D = the number of days in the period for which the interest is to be
     calculated, including the first day but excluding the last day

     R = the rate of interest expressed as a fraction

     A = the amount on which interest is being calculated

     Y = 360.

     Interest will be treated as accruing uniformly over each period on a daily
     basis. In some cases "R" or "A" may change during a period for which
     interest is to be calculated. In this case the interest will be calculated
     for successive
<PAGE>

                                       3

     periods and then aggregated. These successive periods will be the periods
     during which "R" and "A" were constant.

1.5  Reimbursements

     If a party wishes to claim reimbursement of any amount to which it is
     entitled it will deliver a demand to the reimbursing party.  This will set
     out the losses, expenses or other amounts to be reimbursed.  It must also
     specify the currency of reimbursement.  Save in the case of manifest error,
     the reimbursing party agrees to pay those amounts to the party entitled to
     them no later than two Business Days after the delivery of the certificate
     to the reimbursing party.  Where there is an outstanding Termination Event
     which has not been waived or where a Mandatory Prepayment Event has
     occurred, payment will instead be due on delivery of this certificate.

2.   GUARANTEE

2.1  Guarantee

     Each Guarantor, jointly and severally, guarantees the due and punctual
     performance of all obligations of each Borrower under the Loan Agreement.
     This Guarantee is unconditional and irrevocable.

2.2  Agreement to pay

     Each Guarantor agrees to pay on demand each amount due and payable by each
     Borrower which is unpaid.  The demand may be made at any time on or after
     the due date for payment.  Payment will be made in the same currency as the
     amount due by the Borrower.

2.3  Limitations

     (A)  The obligations of all Guarantors under Clauses 2.1 and 3.1 shall at
          all times be limited so that none of the Guarantors is required to pay
          any moneys if such payment would result in a breach of any applicable
          laws in its jurisdiction by any Guarantor or any of its executive
          officers or directors.

     (B)  Without limiting the foregoing, the obligation, under Clauses 2.1 and
          3.1, of each Guarantor incorporated in France shall in any event be
          limited to US$480,000,000.

2.4  Continuing Guarantee

     This Guarantee is a continuing guarantee.  No payment or other settlement
     will discharge any Guarantor's obligations until the Borrowers' obligations
     have been discharged in full.
<PAGE>

                                       4

2.5  Other guarantees and Security

     This Guarantee is in addition to, and independent of, any other guarantee
     or Security.

2.6  Enforcement

     This Guarantee may be enforced before any steps are taken against the
     Borrowers or under any other guarantee or Security.

2.7  Preservation of rights

     This Guarantee will be discharged only by the receipt of payment in full.
     It will not be discharged by any other action, omission or fact.  The
     Guarantors' obligations will, therefore, not be affected by any of the
     following happening:

     (A)  The obligations of any Borrower are or become void, invalid, illegal
          or unenforceable.

     (B)  There is any change, waiver or release of any Borrower's obligations.

     (C)  Any concession or time is given to any Borrower.

     (D)  Any Borrower is wound up or reorganised.

     (E)  There is any change in the condition, nature or status of any
          Borrower.

     (F)  Any of the above events occur in relation to another Guarantor or
          provider of Security or the obligations of that Guarantor or provider.

     (G)  There is any failure to take, retain or enforce any other guarantee or
          Security.

     (H)  Any circumstances affect or prevent recovery of amounts due by any
          Borrower.

     (I)  Any other matter exists which might discharge any Guarantor.

     Any receipt from any person other than the Guarantor will reduce the
     outstanding balance only to the extent of the amount received.

2.8  Representations of the Guarantors

     Each Guarantor confirms that it does not have the benefit of any Security
     in respect of this Guarantee or the Indemnity in Clause 3.
<PAGE>

                                       5

2.9  Covenants of the Guarantors

     Each Guarantor agrees as follows:

     (A)  Security: It will not have the benefit of any Security in respect of
          this Guarantee or the Indemnity in Clause 3. If, in breach of this
          paragraph, a Guarantor at any time has the benefit of any Security, it
          will hold that Security on trust for the Agent, the Lenders and the
          Arrangers

     (B)  Exercise of rights: It will not at any time when any amount is due to
          be paid under this Guarantee or the Indemnity in Clause 3 but has not
          been paid:

          (i)  take the benefit of any right against any Borrower or any other
               person in respect of amounts paid under this Guarantee or the
               Indemnity in Clause 3; or

          (ii) claim or exercise against any Borrower any right to any payment
               (whether or not in connection with the Loan Agreement), except,
               in either case, to the extent necessary to preserve the claim.

     (C)  Competing proof: An Instructing Group may request it to submit a proof
          for amounts due to it by any Borrower or any other Guarantor. It
          agrees to submit a proof promptly in accordance with this request. All
          amounts received in respect of this proof will at any time when any
          amount is due to be paid under this Guarantee or the Indemnity in
          Clause 3 but has not been paid be held by it on trust for the Agent,
          the Lenders and the Arrangers.

     The obligations in this sub-Clause will cease to have effect when the
     Facility has ceased to be available and there are no amounts of the Loan
     outstanding.

2.10 Suspense account

     Any amount received under this Guarantee or in connection with amounts due
     by any Borrower may be placed on suspense account.  Suspense accounts may
     be held by the Agent or by a Lender.  While the amounts are in the suspense
     account the Agent or any Lender may claim and recover amounts from any
     Borrower and any other Guarantor as if the amount in the suspense account
     had not been received.  Amounts may be taken out of a suspense account by
     the person holding that account at any time.  The Agent or Lender must use
     amounts in the suspense account to repay the Loan if there is enough to
     repay all the Loan.  Any surplus in the suspense account after discharge of
     all obligations of all Obligors under the Loan Agreement will immediately
     be paid by the account holder to the Parent.
<PAGE>

                                       6

2.11 Discharge conditional

     Any settlement with, or discharge of, each Guarantor will be subject to a
     condition.  This condition is that the settlement or discharge will be set
     aside if any prior payment, or any other guarantee, is set aside,
     invalidated or reduced.  In this event each Guarantor agrees to reimburse
     each Lender, Arranger and the Agent for the value of the payment or
     guarantee which is set aside, invalidated or reduced.

2.12 Principal debtor

     In addition to the Guarantor's obligations as Guarantor, each Guarantor
     agrees to pay any amount which is not recoverable from that Guarantor as a
     Guarantor.  Any amount due under this sub-Clause will be recoverable from
     any Guarantor as though the obligation had been incurred by that Guarantor
     as sole or principal debtor.

3.   GUARANTOR'S INDEMNITY

3.1  Indemnity

     Each Guarantor agrees that if any Borrower fails to make a payment
     expressed to be due under the terms of the Loan Agreement on its due date
     it will reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result.  It also agrees to reimburse each Lender, Arranger and the Agent
     for all losses and expenses arising from any obligations of any Borrower
     being or becoming void, invalid, illegal or unenforceable.  Clause 2.3
     applies to this indemnity.

3.2  Amount of loss

     For the purposes of this Clause a Lender, Arranger and the Agent will be
     treated as having suffered a loss equal to the amount which is expressed as
     being due to it by any Borrower and unpaid.  If this treatment is incorrect
     the Lender, Arranger or the Agent will produce evidence of its loss.

4.   WITHHOLDINGS

     (A)  Withholdings and deductions: This sub-Clause applies if a Guarantor is
          required by law to make a payment under this Guarantee and Indemnity
          net of a withholding or deduction. It also applies if the Agent is
          required by law to make a payment to a Lender or an Arranger under
          this Guarantee and Indemnity net of a withholding or deduction.

     (B)  Notice: Each Guarantor agrees to notify the Agent if it becomes aware
          that this sub-Clause applies. The Agent agrees to notify the
<PAGE>

                                       7

          Guarantors, the Lenders and the Arrangers if it becomes aware that
          this sub-Clause applies to any payments to be made by it.

     (C)  Grossing up: Each Guarantor agrees to increase the amount of any
          payment which is subject to a withholding or deduction. This applies
          both where the withholding or deduction is required on the payment by
          the Guarantor itself and where it is required on the payment by the
          Agent to the Lenders or the Arrangers. As a result of this increase
          the person entitled to the payment will be entitled to receive the
          same amount it would have received if there had been no withholding or
          deduction. In the case of a payment by a Guarantor which is
          incorporated in France to or for the account of a Lender, this
          paragraph (C) will only apply if that Lender is a Qualifying Bank.

     (D)  Payment of tax: Each Guarantor agrees to pay to the appropriate
          authority all amounts withheld or deducted by it. If a receipt or
          other evidence of payment can be issued, the Guarantors agree to
          deliver this to the Agent as soon as practicable.

     (E)  Tax credits:  This paragraph applies if:

          (i)   any Guarantor pays an additional amount under this sub-Clause (a
                "Tax Payment");

          (ii)  a Lender or Arranger effectively obtains a refund of tax, or
                obtains and uses a credit against tax, by reason of the Tax
                Payment or the withholding or deduction that gave rise to the
                Tax Payment (a "Tax Credit"); and

          (iii) that Lender or Arranger is able to identify the Tax Credit as
                being attributable to the Tax Payment or such withholding or
                deduction.

          In this case the Lender or Arranger agrees to reimburse to the
          Guarantor the amount that the Lender or Arranger reasonably determines
          in good faith to be the proportion of the Tax Credit which will leave
          the Lender or Arranger (after that reimbursement) in no better or
          worse position than it would have been in if the Tax Payment had not
          been required.  Each Lender and Arranger will be entitled to arrange
          its tax affairs in whatever manner it thinks fit.  No Lender or
          Arranger is obliged to disclose any information regarding its tax
          affairs or computations to any Guarantor.
<PAGE>

                                       8

5.   TAXES ETC ON A LENDER

     This sub-Clause applies if any Lender, Arranger or the Agent on its behalf
     is liable to pay any tax or other amount on or by reference to any sum
     payable to it under this Guarantee and Indemnity.  The Guarantors agree to
     reimburse that Lender, Arranger or the Agent for that liability.  This sub-
     Clause does not however apply where the liability is for tax on the net
     income of a Lender, Arranger or the Agent which is imposed by the
     jurisdiction in which its principal office or the office through which it
     is acting for the purpose of this Guarantee and Indemnity is situated.

6.   PAYMENTS

6.1  Method and timing of payments

     All payments under this Guarantee and Indemnity must be made in immediately
     available and freely transferable funds.  Each payment must be for value on
     the due date.

6.2  Payments through the Agent

     (A)  Normal arrangements: All payments under this Guarantee and Indemnity
          will be made through the Agent. Each dollar payment will be made to
          the account of the Agent with Morgan Guaranty Trust Company of New
          York, New York, Account Name "MGT NY-Del" (SWIFT MGTCUS33EOD), account
          number 001 39 968, Attention: European Operations Group. Each non-
          dollar payment will be made to an account of the Agent. The details of
          this account will be notified to the payer by the Agent. The Agent
          will pay on an amount received as soon as the Agent has ascertained
          that it has been received.

     (B)  Alternative arrangements: If the Agent believes that it is, or will
          be, illegal or impossible for it to pay on to a Lender or Arranger in
          accordance with paragraph (A), it agrees to notify the Guarantors and
          that Lender or Arranger. In this case the Guarantors and that Lender
          or Arranger may agree alternative arrangements for payments to be made
          to that Lender or Arranger. Paragraph (A) will not apply to the extent
          excluded by those alternative arrangements. That Lender or Arranger
          agrees to provide notice of the arrangements to the Agent and that
          Lender will notify the Agent of payments in accordance with Clause
          14.1 of the Loan Agreement.

6.3  Payments to the Lenders and Arrangers

     Each payment by the Agent to a Lender or Arranger will be made to the
     account of that Lender or Arranger notified to the Agent for this purpose.
<PAGE>

                                       9

6.4  Change of account

     A Lender or Arranger may change any of its receiving accounts by not less
     than five Business Days' notice to the Agent.  The Agent may change any of
     its receiving accounts by not less than five Business Days' notice to the
     Guarantors, the Lenders and the Arrangers.

6.5  Refunding of payments by the Agent

     This sub-Clause applies if the Agent makes a payment out in the mistaken
     belief that it has received or will receive an incoming payment on a
     particular day.  In this case the person which received the payment from
     the Agent agrees to return it.  It will also reimburse the Agent for all
     losses and expenses incurred by the Agent as a result of the payment.  This
     sub-Clause does not affect the rights of the person which received the
     payment against the person which failed to make the payment to the Agent.

6.6  Non-Business Days

     If a payment would be due on a non-Business Day the payment obligation will
     be deferred to the next Business Day, unless that day is in another
     calendar month.  Where it is in another calendar month that payment
     obligation will be brought forward to the previous Business Day.

     Interest will be adjusted accordingly.

6.7  Payment in full

     All payments by the Guarantors will be made in full and without set off or
     counterclaim.  No payment will be made net of a withholding or deduction,
     unless this is required by law.  In this event Clause 4 applies.

6.8  Set-off

     If a Guarantor owes money under this Guarantee and Indemnity the person to
     whom it is owed may set off this obligation against any moneys owed by that
     party to that Guarantor.  The moneys owed by that party may be in a
     different currency, arise on a separate transaction or involve another
     branch.  This sub-Clause applies only if there is an outstanding
     Termination Event or if a Mandatory Prepayment Event has occurred.  Where
     amounts are in different currencies the person to whom money is owed under
     this Guarantee and Indemnity may convert amounts into the same currency
     using the then current exchange rate.  If a Lender or Arranger sets off an
     obligation under this Guarantee and Indemnity, that Lender or Arranger
     agrees to notify the Agent promptly.  The notice will provide details of
     the amount set off.
<PAGE>

                                       10

7.   LATE PAYMENT

7.1  Default interest

     The Guarantors agree to pay interest on all amounts unpaid under a this
     Guarantee and Indemnity after their due date for payment.  This interest
     will be computed by reference to successive periods selected by the Agent.
     The first of these periods will start on the due date for payment of the
     unpaid amount.  The rate of interest applicable during each of these
     periods will be a rate per annum equal to 2% plus LIBOR (or, as the case
     may be, EURIBOR) for that period plus the Margin plus the Costs Rate.  This
     interest will be paid in arrear on the last day of each of these periods
     and on the date of payment of the unpaid amount. Interest will be due under
     this sub-Clause both before and after judgment.

7.2  Indemnity

     If the Guarantors fail to make a payment on the due date the Guarantors
     agree to reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result.  The computation of these losses and expenses will take into
     account any amount received under Clause 7.1.  The person claiming
     reimbursement will take reasonable steps to minimise the losses or expenses
     it so incurs.

8.   EVIDENCE, CERTIFICATES AND DETERMINATIONS

8.1  Evidence of debt

     The Agent will maintain in its books an account showing all liabilities
     accrued and payments made in relation to the Facility.  Details of amounts
     outstanding recorded in this account will be evidence of each Borrower's
     obligations unless there is shown to be an error.

8.2  Certificates and determinations

     Any certificate or determination relating to this Guarantee and Indemnity
     must contain reasonable detail of the matter being certified or determined.
     Certificates and determinations produced by a Lender, Arranger or the Agent
     will be conclusive unless there is an obvious error.

9.   NOTICES

9.1  Nature of notices

     No notice delivered under this Guarantee and Indemnity may be withdrawn or
     revoked.  Each notice delivered by a Guarantor must be unconditional. It
     must also be signed by an Authorised Person.
<PAGE>

                                       11

9.2  Delivery of notices

     A notice under this Guarantee and Indemnity will be effective only if it is
     in writing and is received.  Faxes are permitted.

9.3  Notices through the Agent

     Each notice from a Guarantor, Lender or Arranger will be delivered to the
     Agent. The Agent agrees to pass on the details of notices received by it to
     the appropriate recipient as soon as reasonably practicable.

9.4  Address details

     Notices will be delivered to the address of the intended recipient as set
     out on the execution page.  A Guarantor, Lender or Arranger may change its
     address details by notice to the Agent.  The Agent may change its address
     details by notice to the Borrower's Agent, Lenders and Arrangers.

10.  ASSIGNMENT

     A Lender may assign in whole or in part its rights under this Guarantee and
     Indemnity to any person to whom it assigns or novates the whole or part of
     its interest in the Facility.

11.  COUNTERPARTS

     There may be several signed copies of this Guarantee and Indemnity.  There
     is intended to be a single instrument and each signed copy is a counterpart
     of that instrument.

12.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     The parties to this Guarantee and Indemnity do not intend that any term of
     this Guarantee and Indemnity should be enforceable, by virtue of the
     Contracts (Rights of Third Parties) Act 1999, by any person who is not a
     party to this Guarantee and Indemnity.

13.  LAW AND JURISDICTION

13.1 Law

     This Guarantee and Indemnity is to be governed by and construed in
     accordance with English law.
<PAGE>

                                       12

13.2 Jurisdiction

     The courts of England and any New York State Court or U.S. Federal Court,
     in either case sitting in the City and County of New York (the "New York
     Courts") are to have jurisdiction to settle any disputes in connection with
     this Guarantee and Indemnity.  This submission is irrevocable and is for
     the exclusive benefit of the Lenders, the Arrangers and the Agent.  It does
     not prevent proceedings being commenced by any Lender, the Arrangers or the
     Agent in the courts of any other country or, subject to applicable law, in
     the courts of more than one country at the same time.  The Guarantors also
     irrevocably waive to the extent applicable, any privilege under Articles 14
     and 15 of the French Civil Code and any objection on the ground of forum
                                                                        -----
     non conveniens or on any other ground, to proceedings in the courts of
     --------------
     England or New York Courts.  They also irrevocably agree that a judgment
     which is final (and the time within which any appeal may be made has
     expired) obtained in any proceedings brought in the courts of England and
     New York will be conclusive and binding on them and may be enforced in any
     other court.

13.3 Guarantors' agent for the service of process

     The Guarantors irrevocably appoint Evelink PLC of 160-161 Drury Lane,
     London WC2B 5QG, to be their agent for the service of process in England.
     Any documentation in connection with proceedings in the courts of England
     may be delivered to this agent and in that case will be treated as
     delivered to the relevant Guarantor.  The Guarantors agree that, in the
     case of proceedings before the New York Courts, any writ or other notice of
     process shall be sufficiently served on the Guarantors or any of them if a
     copy of it is mailed by registered or certified mail (air mail, if
     overseas), postage prepaid, return receipt requested, to the address for
     the time being for the service of notices on the Guarantors under Clause
     9.4.  Any documentation in connection with proceedings in the New York
     Courts shall be mailed, as described above, and in each case will be
     treated as delivered to the Guarantors or the relevant Guarantor(s).
<PAGE>

                                       13

                              EXECUTION AS A DEED


Guarantors

HAVAS ADVERTISING                              )
Executed as a deed by HAVAS ADVERTISING        )
acting by JACQUES HERAIL who in accordance     )
with the laws of the territory in which
HAVAS ADVERTISING is incorporated is acting    )
under the authority of HAVAS ADVERTISING       )

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81

Attention: Alain Camon




HAVAS ADVERTISING INTERNATIONAL SA             )
Executed as a deed by HAVAS ADVERTISING        )
 INTERNATIONAL SA acting by JACQUES HERAIL     )
 who in accordance with the laws of the        )
 territory in which HAVAS ADVERTISING
 INTERNATIONAL SA is incorporated is acting    )
 under the authority of HAVAS ADVERTISING      )
 INTERNATIONAL SA                              )
                                               )
Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81)

Attention:  Alain Camon

<PAGE>

                                       14

HAS ACQUISITION CORP.                          )

Executed as a deed by HAS ACQUISITION CORP.    )
acting by JACQUES HERAIL who in accordance     )
with the laws of the territory in which HAS    )
ACQUISITION CORP. is incorporated is acting    )
under the authority of HAS ACQUISITION CORP.   )

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81)

Attention:  Alain Camon



EWDB NORTH AMERICA INC.                        )

Executed as a deed by EWDB NORTH AMERICA       )
INC. acting by JACQUES HERAIL who in           )
accordance with the laws of the territory      )
in which EWDB NORTH AMERICA INC. is
incorporated is acting under the authority     )
of EWDB NORTH AMERICA INC.                     )

Address:  84 rue de Villiers, 92683
Levallois-Perret Cedex, France

Fax Number:  + 33 (0) 1 41 34 30 81)

Attention:  Alain Camon

<PAGE>

                                       15

EVELINK PLC                                    )           /s/ Jacques Herail
Executed as a deed by EVELINK PLC acting by    )           ---------------------
two directors                                  )           Director
                                               )
                                                           /s/ Alain Camon
Address:  84 rue de Villiers, 92683                        ---------------------
Levallois-Perret Cedex, France                             Director

Fax Number:  + 33 (0) 1 41 34 30 81)

Attention:  Alain Camon


Agent

MORGAN GUARANTY TRUST                          )
COMPANY OF NEW YORK                            )
Executed as a deed by MORGAN GUARANTY TRUST    )
COMPANY OF NEW YORK acting by ARTURO           )
MIRANDA who in accordance with the laws of     )
the territory in which MORGAN GUARANTY         )
TRUST COMPANY OF NEW YORK is incorporated
is acting under the authority of MORGAN
GUARANTY TRUST COMPANY OF NEW YORK

Address:  60 Victoria Embankment, London       )
EC4Y OJP

Fax Number:  0207 325 8190)

Attention:  Loans Capital Markets Middle
Office





CC003698004