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                    ASSET PURCHASE AND FORBEARANCE AGREEMENT



                                  by and among



                          KETCHUM COMMUNICATIONS, INC.

                                       and

                              THINK NEW IDEAS, INC.



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                            Dated as of May 31, 1997






<PAGE>


                    ASSET PURCHASE AND FORBEARANCE AGREEMENT
                    ----------------------------------------


         ASSET PURCHASE AND FORBEARANCE  AGREEMENT (the "AGREEMENT") dated as of
the  close of  business  on May 31,  1997  (the  "EFFECTIVE  DATE") by and among
KETCHUM  COMMUNICATIONS,  INC., a Pennsylvania  corporation  (the "COMPANY") and
THINK NEW IDEAS, INC., a Delaware corporation (the "PURCHASER").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  the  Company  wishes  to sell,  and the  Purchaser  wishes to
purchase,  certain  of the assets of the  Company  relating  to its  advertising
business in Los Angeles,  California  being conducted under the Fathom tradename
(the  "BUSINESS"),  subject to certain of the  Company's  liabilities,  upon the
terms and subject to the conditions of this Agreement; and

         WHEREAS, the Purchaser is desirous of servicing the Oracle account (the
"ACCOUNT")  now being  serviced by the  Business and the Company is agreeable to
permit the  Purchaser to service the Account,  upon the terms and subject to the
conditions of this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties do hereby
agree as follows:



                                    ARTICLE I
                                    ---------

              SALE AND PURCHASE OF ASSETS AND FORBEARANCE AGREEMENT
              -----------------------------------------------------

         SECTION 1.1 ASSETS  TRANSFERRED.  The Company hereby sells,  transfers,
conveys,  assigns  and  delivers  to the  Purchaser,  and the  Purchaser  hereby
purchases,  all right, title and interest of the Company in and to the following
assets  of the  Business  (the  "ASSETS"),  free  and  clear  of all  liens  and
encumbrances:

          (i) all job orders and work-in-process relating to the Account;

          (ii) the accounts  receivable of the Business  relating to the Account
          reflected  on the Closing  Date  Balance  Sheet (as defined in Section
          1.2);

          (iii)  all  contracts,  agreements  and  commitments  of the  Business
          relating to the Account; and

          (iv) the books,  files and  records of the  Business  relating  to the
          Account.



<PAGE>

Except as set forth above, the Company is not transferring, and the Purchaser is
not acquiring, any other assets of the Company.

         SECTION 1.2  ASSUMED LIABILITIES. Within 30 days after the Closing, the
Purchaser  shall  deliver  to the  Company  an  unaudited  balance  sheet of the
Business as at the Effective  Date (the "CLOSING DATE BALANCE  Sheet"),  setting
forth the Assets to be acquired and the liabilities to be assumed by the Company
(the "ASSUMED LIABILITIES"). The Closing Date Balance Sheet shall be prepared in
accordance with generally accepted accounting  principles  consistently applied.
In consideration of the sale, transfer,  conveyance,  assignment and delivery of
the Assets pursuant to this Agreement,  the Purchaser  hereby assumes and agrees
to pay, perform and discharge when due the Assumed Liabilities.

         SECTION 1.3  FORBEARANCE  AGREEMENT.  The Company agrees that as of the
Effective  Date,  the Business will cease to render  services to the Account and
hereby  acknowledges  the right of the Purchaser or one of its  subsidiaries  to
commence  rendering  services to the Account.  In  connection  therewith  and in
consideration  of the  delivery  to it at the Closing (as defined in Section l.5
below) of  120,000  shares of common  stock,  par value  $.0001 per share of the
Purchaser (the "ISSUED  STOCK"),  the Company hereby agrees (i) to waive any and
all rights  that it may have to render  services to the Account on and after the
Effective Date, (ii) to receive any compensation in respect of any notice period
under the terms of its agency-client agreement with the Account and (iii) not to
commence  any  proceeding,  assert  any claim,  pursue any legal  action or seek
recovery  of  any  kind  whatsoever   against  the  Purchaser  and  any  of  its
subsidiaries  with  respect to or in anyway  relating  to the  Account as of the
Effective Date.

         SECTION 1.4 CLOSING.  The Closing under this Agreement (the  "CLOSING")
shall be deemed to have taken place at the close of business on May 31, 1997, at
the offices of Davis & Gilbert,  1740 Broadway,  New York, New York 10019.  Such
date is herein referred to as the "CLOSING DATE".

         SECTION  1.5  FURTHER   ASSURANCE;   POST  CLOSING   COOPERATION.   All
transactions at the Closing shall be deemed to have taken place  simultaneously.
The Company will, from time to time, at the request of the Purchaser, whether at
or after the Closing Date,  execute and deliver such  instruments  of conveyance
and assignment,  as the Purchaser or its counsel may reasonably  require for the
effective  conveyance  and  transfer  of the  Assets to the  Purchaser,  and the
Company will assist the Purchaser in the collections and reduction to possession
of the Assets.  Following  the Closing,  each party will afford the other party,
its counsel and its accountants, during normal business hours, reasonable access
to the books,  records and other data relating to the Business in its possession
with  respect to periods  prior to the  Closing and the right to make copies and
extracts therefrom, to the extent that such access may be reasonably required by
the requesting party in connection with (i) the preparation of tax returns, (ii)
the determination or enforcement of rights and obligations under this Agreement,
(iii)  compliance  with  the  requirements  of any  Governmental  or  Regulatory

                                       2
<PAGE>

Authority (as defined in Section 2.3.1),  (iv) the  determination or enforcement
of the rights and  obligations of any  Indemnified  Party (as defined in Section
5.5) or (v) in connection with any actual or threatened action or proceeding.

 
                                  ARTICLE II
                                  ----------

                         REPRESENTATIONS OF THE COMPANY
                         ------------------------------

         The Company  represents,  warrants and agrees to and with the Purchaser
as follows:

         SECTION 2.1 EXISTENCE AND GOOD  STANDING.  The Company is a corporation
duly organized and validly existing under the laws of the State of Pennsylvania,
with full corporate  power and authority to own its property and to carry on its
business  all as and in the  places  where  such  properties  are now  owned  or
operated or such business is now being conducted.

         SECTION 2.2 EXECUTION  AND VALIDITY OF  AGREEMENT.  The Company has the
full  corporate  power and authority to enter into this Agreement and to perform
its obligations  hereunder.  The execution and delivery of this Agreement by the
Company and the  consummation  by the Company of the  transactions  contemplated
hereby have been duly authorized by all required  corporate  action on behalf of
the Company.  This Agreement has been duly and validly executed and delivered by
the Company  and,  assuming  due  authorization,  execution  and delivery by the
Purchaser,  constitute the legal,  valid and binding  obligation of the Company,
enforceable against it in accordance with its terms.

         SECTION 2.3  NON-CONTRAVENTION; APPROVALS AND CONSENTS.

                  2.3.1   NON-CONTRAVENTION.   The   execution,   delivery   and
performance by the Company of its obligations  hereunder and the consummation of
the  transactions  contemplated  hereby,  do not (a) violate,  conflict  with or
result in the  breach of any  provision  of the  Articles  of  Incorporation  or
By-laws of the  Company,  or (b) result in the  violation  by the Company of any
statute,  law,  rule,  regulation or ordinance  (collectively,  "LAWS"),  or any
judgment,  decree, order, writ, permit or license (collectively,  "ORDERS"),  of
any court, tribunal,  arbitrator,  authority,  agency,  commission,  official or
other  instrumentality of the United States, any foreign country or any domestic
or foreign state,  county, city or other political  subdivision (a "GOVERNMENTAL
OR REGULATORY AUTHORITY"), applicable to the Company or any of the Assets or (c)
conflict with,  result in a violation or breach of,  constitute (with or without
notice or lapse of time or both) a default  under,  or  require  the  Company to
obtain any  consent,  approval  or action of,  make any filing  with or give any
notice to, or result in or give to any Person (as  defined in Section 6.3 below)
any right of payment or reimbursement,  termination, cancellation,  modification
or acceleration of, or result in the creation or imposition of any lien upon any
of the Assets,  under any of the terms,  conditions  or  provisions of any note,
bond,  mortgage,  security agreement,  indenture,  license,  franchise,  permit,

                                       3
<PAGE>


concession, contract, lease or other instrument,  obligation or agreement of any
kind  (collectively,  "INSTRUMENTS") to which the Company is a party or by which
the Company or any of its assets or properties is bound.

                  2.3.2 APPROVALS AND CONSENTS.  No consent,  approval or action
of, filing with or notice to any  Governmental or Regulatory  Authority or other
public or private  third party is necessary or required  under any of the terms,
conditions or provisions of any Law or Order of any  Governmental  or Regulatory
Authority  or any  Instrument  to which  the  Company  is a party or its  assets
(including  without  limitation,  the  Assets)  or  properties  is bound for the
execution and delivery of this Agreement by the Company,  the performance by the
Company of its obligations  hereunder or the  consummation  of the  transactions
contemplated hereby.

         SECTION 2.4 LITIGATION.  There is no action, suit, proceeding at law or
in equity by any  Person,  or any  arbitration  or any  administrative  or other
proceeding by or before (or to the best knowledge, information and belief of the
Company, any investigation by) any Governmental or Regulatory Authority, pending
or, to the best knowledge,  information  and belief of the Company,  threatened,
against  the  Company  with  respect  to  the  Assets,  this  Agreement  or  the
transactions contemplated hereby.

         SECTION 2.5  EMPLOYEES.  SCHEDULE A to this Agreement is a list setting
forth the names and positions of all employees of the Business,  together with a
statement of the current annual salary, the bonus compensation paid with respect
to calendar year 1996,  and the material  fringe  benefits of such employees not
generally available to all employees of the Business. None of such employees has
an employment agreement with the Company.

         SECTION 2.6 CLOSING  DATE BALANCE  SHEET.  The Assumed  Liabilities  as
reflected  on the  Closing  Date  Balance  Sheet  shall be  equal to the  Assets
reflected on the Closing Date Balance Sheet.



                                   ARTICLE III
                                   -----------

                        REPRESENTATIONS OF THE PURCHASER
                        --------------------------------

         The Purchaser,  represents, warrants and agrees to and with the Company
as follows:

         SECTION 3.1 EXISTENCE AND GOOD STANDING. The Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware,  with full corporate  power and authority to own its property
and to carry on its business all as and in the places where such  properties are
now owned or operated or such business is now being conducted.

         SECTION 3.2 EXECUTION AND VALIDITY OF AGREEMENT.  The Purchaser has the
full  corporate  power and authority to enter into this Agreement and to perform
its obligations  hereunder.  The execution and delivery of this Agreement by the

                                       4
<PAGE>


Purchaser and the consummation of the transactions contemplated hereby have been
duly  authorized by all required  corporate  action on behalf of the  Purchaser.
This Agreement has been duly and validly executed and delivered by the Purchaser
and,  assuming  due  authorization,  execution  and  delivery  by  the  Company,
constitutes  the  legal,   valid  and  binding   obligation  of  the  Purchaser,
enforceable against the Purchaser in accordance with its terms.


         SECTION 3.3       NON-CONTRAVENTION; APPROVALS AND CONSENTS.
         -----------       -----------------------------------------

                  3.3.1   NON-CONTRAVENTION.   The   execution,   delivery   and
performance by the Purchaser of its obligations  hereunder and the  consummation
of the transactions  contemplated  hereby, do not (a) violate,  conflict with or
result in the breach of any provision of the  certificate  of  incorporation  or
by-laws of the Purchaser, or (b) result in the violation by the Purchaser of any
Laws or Orders of any  Governmental or Regulatory  Authority,  applicable to the
Purchaser or any of its assets or properties,  or (c) conflict with, result in a
violation or breach of,  constitute  (with or without notice or lapse of time or
both) a default under, or require the Purchaser to obtain any consent,  approval
or action of,  make any filing  with or give any notice to, or result in or give
to any Person any right of payment or reimbursement,  termination, cancellation,
modification or acceleration  of, or result in the creation or imposition of any
lien upon any of the assets or  properties  of the  Purchaser,  under any of the
terms,  conditions or provisions of any  Instruments to which the Purchaser is a
party or by which the Purchaser or any of its assets or properties are bound.

                  3.3.2 APPROVALS AND CONSENTS.  No consent,  approval or action
of, filing with or notice to any Governmental  or Regulatory  Authority or other
public or private  third party is necessary or required  under any of the terms,
conditions or provisions of any Law or Order of any  Governmental  or Regulatory
Authority or any  Instrument  to which the  Purchaser is a party or by which the
Purchaser  or any of its assets or  properties  is bound for the  execution  and
delivery of this Agreement by the Purchaser, the performance by the Purchaser of
its obligations  hereunder or the consummation of the transactions  contemplated
hereby.

         SECTION 3.4 LITIGATION.  There is no action, suit, proceeding at law or
in equity by any Person, or any arbitration or other proceeding by or before (or
to  the  best  knowledge,   information   and  belief  of  the  Purchaser,   any
investigation by) any Governmental or Regulatory  Authority,  pending or, to the
best knowledge,  information and belief of the Purchaser, threatened against the
Purchaser  with  respect  to this  Agreement  or the  transactions  contemplated
hereby.

         SECTION 3.5 ISSUED STOCK.  The shares of Issued Stock  delivered at the
Closing  to the  Company  pursuant  to this  Agreement  are  validly  issued and
outstanding, fully paid and non-assessable,  free and clear of all claims, liens
and  encumbrances  other than  restrictions  on resale  arising by virtue of any
Federal or state  securities  laws of the United States,  and are not subject to
any preemptive rights of shareholders of the Purchaser.


                                       5
<PAGE>

         SECTION 3.6 FINANCIAL STATEMENTS AND NO MATERIAL CHANGES. The Purchaser
has  previously  furnished  to the  Company  a true  and  complete  copy  of its
Quarterly  Report on Form 10-Q for the three and six months  ended  December 31,
1996 and March 31, 1997,  respectively.  Since March 31, 1997, there has been no
material  adverse  change in the assets or  liabilities,  or in the  business or
condition, financial or otherwise, or the results of consolidated operations, of
the  Purchaser  and  its  subsidiaries.  As of the  dates  of  filing  with  the
Securities and Exchange Commission ("SEC"),  such Forms 10-Q did not contain any
untrue  statement of a material  fact, or omit to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances in which they were made, not misleading.

                                   ARTICLE IV

                                OTHER AGREEMENTS

         SECTION 4.1 PRIVATE PLACEMENT.  The Issued Stock is being issued on the
date hereof  without  registration  under the Securities Act of 1933, as amended
(the "SECURITIES ACT") based upon the "private  offering  exemption" in reliance
on the agreements set forth in Sections 4.2 and 4.3 below.

         SECTION 4.2 INVESTMENT REPRESENTATIONS.  The Company represents that it
is acquiring the Issued Stock for its own account for  investment and not with a
view to the sale or  distribution  thereof  or with  any  present  intention  of
selling  or  distributing  the  Issued  Stock,  except  in  conformity  with the
Securities  Act.  The  Company  understands  and  agrees  that it must  bear the
economic risk of its investment in the Issued Stock for an indefinite  period of
time because,  among other things,  the Issued Stock has not been the subject of
registration  under the Securities Act or under the securities laws of any state
and, therefore, cannot be resold or otherwise disposed of except (i) pursuant to
an effective  registration  statement under the Securities Act, (ii) pursuant to
Rule 144 or any successor  rule under the  Securities  Act,  (iii) pursuant to a
no-action letter issued by the SEC to the effect that the proposed  transfer may
be made  without  registration  under  the  Securities  Act,  or (iv)  upon  the
Purchaser's  receipt  of  an  opinion  of  counsel  of  the  Company  reasonably
acceptable to the  Purchaser  and/or its counsel to the effect that the proposed
transfer is exempt from  registration or qualification  under the Securities Act
and relevant state securities laws.

         SECTION  4.3  INVESTMENT  LEGEND  AND  STOP  TRANSFER  NOTATION.   Each
certificate   representing  shares  of  Issued  Stock  shall  (unless  otherwise
permitted  or unless the shares  evidenced by such  certificate  shall have been
registered  under the Securities  Act) be stamped or otherwise  imprinted with a
legend  in the  following  form  (in  addition  to  any  legend  required  under
applicable state securities laws):


                                       6
<PAGE>

            "The  shares  represented  by this  certificate  have not been
            registered  under the  Securities Act of 1933, as amended (the
            "SECURITIES ACT"), or any state securities laws and may not be
            sold except  pursuant to an effective  registration  statement
            under the  Securities  Act and  pursuant  to  registration  or
            qualification  under any applicable  state  securities laws or
            upon the receipt by the  Corporation  of an opinion of counsel
            reasonably  acceptable to the  Corporation  to the effect that
            the  proposed   transfer  is  exempt  from   registration   or
            qualification  under the  Securities  Act and  relevant  state
            securities laws."

The Purchaser  shall have the right to place a "stop  transfer"  notation on the
transfer  records of the Purchaser's  transfer agent to implement the provisions
of this Section 4.3.


         SECTION 4.4  AGREEMENTS REGARDING EMPLOYEES AFTER CLOSING
         -----------  --------------------------------------------

                  4.4.1 AFFECTED EMPLOYEES. The Purchaser shall offer employment
to all employees of the Company listed on SCHEDULE A hereto  effective as of the
Effective  Date  (including  those  employees  who  are on  vacation,  temporary
lay-off, leave of absence, sick leave or short- or long-term  disability).  Such
personnel who accept such employment (the "AFFECTED EMPLOYEES") will be employed
on substantially equivalent terms (including,  without limitation,  salaries and
wages) under which such personnel were employed by the Company immediately prior
to the Closing Date, but nothing contained in this Section 4.4.1 shall be deemed
to create  an  employment  contract  between  the  Purchaser  and/or  any of its
subsidiaries and any such Affected Employee. From and after the Closing Date the
Affected  Employees will be eligible to  participate in the health,  welfare and
other  employee  plans  and  benefits  as  provided  by the  Purchaser  and  its
subsidiaries  to its  employees,  which plans and benefits may be different than
that provided by the Company. With respect to any welfare benefits plans (within
the meaning of Section 3(1) of ERISA)  maintained by the Purchaser or one of its
subsidiaries  in which an  Affected  Employee  may  participate  on or after the
Closing  Date,  the  Purchaser  shall (i) cause to be  waived  any  pre-existing
condition  limitations,  (ii) give effect,  in  determining  any  deductible and
maximum out-of-pocket  limitations,  to claims incurred and amounts paid by, and
amounts  reimbursed  to, such  employees  with respect to similar types of plans
maintained  by the  Business  prior to the Closing  Date and (iii)  permit those
Affected Employees who are eligible as of the Closing Date to participate in the
Company's applicable welfare plans to participate  immediately in any applicable
welfare plan of the  Purchaser  (or one of its  subsidiaries).  Employees of the
Company that become employees of the Purchaser or one of its subsidiaries  shall
be subject to all rules,  regulations,  requirements and policies  applicable to
all new hires of the  Purchaser  (subject  to the  provisions  of Section  4.4.2
below),  and any  such  employees  who may be  subsequently  terminated  will be
entitled to severance benefits in accordance with the policy of the Purchaser as
then applicable.

                                       7
<PAGE>

                  4.4.2 SERVICE CREDIT.  The Purchaser shall recognize under its
employee benefit plans, programs, arrangements and policies in which an Affected
Employee will  participate the service  credited to the Affected  Employee as of
the  Closing  Date  to the  extent  recognized  under  the  Company's  plans  or
continuity  of service  rules for  purposes of any waiting  period,  eligibility
conditions and benefits.

         SECTION 4.5  SUCCESSOR  EMPLOYER.  The  Purchaser  agrees that it shall
elect  treatment as a "successor  employer"  for  withholding  tax purposes with
respect to the 1997 calendar year.



                                    ARTICLE V
                                    ---------

                               SURVIVAL; INDEMNITY
                               -------------------

         SECTION 5.1  SURVIVAL.  Notwithstanding  any right of any party  hereto
fully to investigate  the affairs of any other party,  and  notwithstanding  any
knowledge of facts determined or determinable  pursuant to such investigation or
right of  investigation,  each party  hereto  shall have the right to rely fully
upon the  representations,  warranties,  covenants  and  agreements of the other
parties contained in this Agreement. The respective representations, warranties,
covenants  and  agreements  of the Company and the  Purchaser  contained in this
Agreement shall survive the Closing.

         SECTION 5.2 OBLIGATION OF THE COMPANY TO INDEMNIFY.  The Company hereby
agrees,  to indemnify and hold harmless the Purchaser  from all losses,  damages
and expenses  (including  reasonable  attorneys' fees) that may be imposed on or
incurred by the  Purchaser as a  consequence  of or in  connection  with (i) any
inaccuracy or breach of any  representation or warranty  contained in Article II
hereof;  and (ii) any  breach of or failure  by the  Company  to comply  with or
perform any of its agreements contained in this Agreement.

         SECTION 5.3  OBLIGATION OF THE  PURCHASER TO  INDEMNIFY.  The Purchaser
hereby  agrees to  indemnify  and hold  harmless  the  Company  from any and all
losses,  damages and expenses (including reasonable attorneys' fees) that may be
imposed on or incurred by the Company as a consequence of or in connection  with
(i) any  inaccuracy  or breach of any  representation  or warranty  contained in
Article III hereof and (ii) any breach of or failure by the  Purchaser to comply
with or perform any of its agreements contained in this Agreement.

         SECTION 5.4  INDEMNIFICATION AS A SOLE REMEDY. The liability of each of
the parties  hereto with respect to any matter set forth in Sections 5.2 or 5.3,
as the case may be, shall be the sole remedy of the parties  hereto and no party
will  have  any  claim,   right  or  remedy  under  this  Agreement  except  for
indemnification as provided in this Article V.

         SECTION  5.5  THIRD-PARTY  CLAIMS.  If any  claim  for  indemnification
hereunder  arises out of a claim  against a party  entitled  to  indemnification
under  Sections 5.2 or 5.3 above (the  "INDEMNIFIED  PARTY") by a third party (a

                                       8
<PAGE>


"THIRD PARTY  CLAIM"),  the  Indemnified  Party will  promptly  notify the party
against which the claim for indemnification is made (the "INDEMNIFYING  PARTY"),
and the  Indemnifying  Party  shall  have  the  right,  at its own  expense,  to
compromise,  settle or defend,  at its own expense,  the Third-Party  Claim. The
Indemnified  Party shall have the right to employ separate  counsel to represent
it, if in the Indemnified Party's reasonable  judgment,  it is advisable for the
Indemnified Party to be represented by separate counsel,  and in that event, the
fees and  expenses of such  separate  counsel  shall be paid by the  Indemnified
Party. The Indemnified  Party shall have the right to control the defense of any
Third-Party Claim if it notifies the Indemnifying  Party that it is assuming the
defense  of such  claim  and that the  Indemnifying  Party  is  relieved  of its
obligations to the  Indemnified  Party with respect to such  Third-Party  Claim,
whereupon the Indemnifying Party shall be relieved of its obligations under this
Article V with  respect to such  Third-Party  Claim and any alleged  breach of a
representation  or  warranty  relating  to such  Third-Party  Claim.  Except  as
provided in the preceding sentence,  if the Indemnifying Party does not elect to
compromise,  settle or defend the  Third-Party  Claim,  it shall be bound by the
results  obtained  by the  Indemnified  Party with  respect to such  Third-Party
Claim. Each of the parties hereto agrees to render to each other such assistance
as may  reasonably  be  requested  in order to insure the  proper  and  adequate
defense of any Third-Party Claim.
 
                                  ARTICLE VI
                                  ----------

                                  MISCELLANEOUS
                                  -------------

         SECTION 6.1  EXPENSES.  The parties  hereto  shall pay all of their own
expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsel.

         SECTION 6.2 GOVERNING LAW. The  interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of New York without reference to its conflict of laws provisions.

         SECTION  6.3  "PERSON"  DEFINED.  "PERSON"  shall  mean and  include an
individual, a partnership,  a joint venture, a corporation,  a limited liability
company,  a trust,  an  unincorporated  organization  and a government  or other
department or agency thereof.

         SECTION 6.4 CAPTIONS.  The Article and Section captions used herein are
for  reference  purposes  only,  and shall not in any way affect the  meaning or
interpretation of this Agreement.

         SECTION 6.5 NOTICES.  Unless  otherwise  provided  herein,  any notice,
request, instruction or other document to be given hereunder by any party to any
other  party shall be in writing and shall be deemed to have been given (a) upon
personal  delivery,  if  delivered  by hand,  (b) three  days  after the date of
deposit in the mails,  postage  prepaid,  if mailed by certified  or  registered
mail, or (c) the next business day if sent by facsimile transmission (if receipt


                                       9
<PAGE>


is electronically  confirmed) or by a prepaid overnight courier service,  and in
each case at the  respective  addresses or numbers set forth below or such other
address or number as such party may have fixed by notice:

         If to the Company, addressed to:

                  Diversified Agency Services Group
                  Division of Omnicom Group Inc.
                  437 Madison Avenue
                  New York, New York 10022
                  Attention: Chief Financial Officer
                  Fax: (212) 415-3530

                           with a copy to:

                  Davis & Gilbert
                  1740 Broadway
                  New York, New York 10019
                  Attention: Michael D. Ditzian, Esq.
                  Fax: (212) 468-4888

         If to the Purchaser, addressed to:

                  Think New Ideas Inc.
                  45 West 36th Street
                  New York, NY 10036
                  Attention: Chief Financial Officer
                  Fax: (212) 302-6024

                           with a copy to:

                  DeMartino Finkelstein Rosen & Virga
                  Suite 400
                  1818 N Street, N.W.
                  Washington, D.C. 20036-2492
                  Attention: Ralph V. DeMartino, Esq.
                  Fax: (202) 659- 1290

         SECTION 6.6 PARTIES IN INTEREST. This Agreement may not be transferred,
assigned,  pledged or hypothecated by any party hereto,  other than by operation

                                       10
<PAGE>


of law,  without  the prior  written  consent of the other  party  hereto.  This
Agreement  shall be binding  upon and shall  inure to the benefit of the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
permitted assigns.

         SECTION 6.7 SEVERABILITY.  In the event any provision of this Agreement
is found to be void and unenforceable by a court of competent jurisdiction,  the
remaining  provisions of this Agreement  shall  nevertheless be binding upon the
parties with the same effect as though the void or  unenforceable  part had been
severed and deleted.

         SECTION 6.8 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

         SECTION  6.9  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire
understanding of the parties hereto with respect to the subject matter contained
herein.  This  Agreement  supersedes  all prior  agreements  and  understandings
between the parties with respect to such subject matter.

         SECTION  6.10   AMENDMENTS.   This   Agreement   may  not  be  amended,
supplemented or modified  orally,  but only by an agreement in writing signed by
the Purchaser and the Company.

         SECTION 6.11 THIRD PARTY BENEFICIARIES.  Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action in or on
behalf  of any  Person  other  than the  parties  hereto  and  their  respective
successors and assigns as permitted under Section 6.6.

                                       11

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the close of business on May 31, 1997.

                                KETCHUM COMMUNICATIONS, INC.

                                     /s/ Barry J. Wagner
                                     ------------------------------
                                By:  Name: Barry J. Wagner
                                     Title: Secretary

                                THINK NEW IDEAS, INC.

                                     /s/ Scott A. Mednick
                                     -------------------------------
                                By:  Name:  Scott A. Mednick
                                     Title:  Chief Executive Officer



<PAGE>


                                                                       EXHIBIT A

                             Transfers To New Agency
                             -----------------------


                                      Fringe         1996 
Name                                  Benefits*      Bonus        Annual
                                                                  Salary
-------------------------------------------------------------------------

Permanent & Transferring to Think
1. Julianna Baughman                                              $ 49,236
2. Greg Bergan                                                     131,256
3. Allison Bruder                                                   60,000
4. Andrea Calhoun                                                   44,000
5. Jill Evans                                                       26,000
6. Kim Gilchrist                                                    55,000
7. Michelle Harrington                                              20,800
8. Lisa Hedenberg                                                   85,000
9. Monika Hummer                                                    32,000
10. Larry Kopald                        10,000      200,000        330,000
10. Heather Lewis                                                   40,000
11. Gordon Melcher                                                  97,200
12. Paul Ratsky                          4,500                      80,000
13. Carrie Sedor                                                    48,000
14. Venita Smith                                                    44,136
15. Tom Somerset                        10,000       20,000        185,000
16. Amy Wagoner                         10,000                     145,000

*Company car or car allowance



<PAGE>


                                                               EXHIBIT A (Con't)


I.  These  employees  have been with  Fathom  on a  part-time  basis but will be
full-time permanent employees at Fathom/Think. The annual salaries indicated are
the planned full-time salaries.

Temporary To Permanent

1. Rachel Gould                            26,000/yr
3. Christine Nefler                        40,000/yr
4. Hakan Nilsson                           30,000/yr



II. The following are  employees  who will transfer to  Fathom/Think  and retain
their  "freelance"  status  working 8 hour days (except where  indicated) for an
extended amount of time (TBD).


TEMPORARY TO TEMPORARY

1. Suzanne Gersbach                        20.00/hour
2. Kim Amory                               35.00/hour
3. Jeff Smith**                            25.00/hour
4. Barrett Sherwood                        20.00/hour
5. Paul Jeung                              35.00/hour
6. Crystal Williams                        35.00/hour
7. Keli Pharoah**                          65.00/hour

** 3 days/week for 1-3 months



III.  The  following  are  former  Fathom/Ketchum  employees  who  will  work at
Fathom/Think for a limited amount of time.

SHORT TERM FREELANCE ON FATHOM/THINK PAYROLL

1. Ceebs Bailey (6 mos.)                  $500/day
2. Jill Mathews (3 mos.)                   550/day
3. Jim Dearing (1 mo.)                     650/day