Exhibit 10.1

      REVOLVING  CREDIT  AGREEMENT dated as of April 30, 2003 (the  "Agreement")
among OMNICOM  FINANCE INC., a Delaware  corporation  ("OFI"),  OMNICOM  CAPITAL
INC., a Connecticut  corporation ("OCI"), and OMNICOM FINANCE PLC, a corporation
organized under the laws of England and Wales ("OFP";  OFI, OCI and OFP are each
a "Borrower" and collectively, the "Borrowers"),  OMNICOM GROUP INC., a New York
corporation  (the  "Guarantor"),  and UBS AG,  Cayman  Islands  Branch (with its
successors, the "Bank").

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01.  Definitions.  The following terms, as used herein, have the
following meanings:

      "Applicable  Margin"  means (a) for Base Rate Loans,  0% per annum and (b)
for LIBOR Loans, as of any date, a percentage per annum  determined by reference
to the Public Debt Rating in effect on such date as set forth below:

          -----------------------------------------------------------
                Public Debt Rating          Applicable Margin for
                   S&P/Moody's                   LIBOR Loans
          -----------------------------------------------------------
          Level 1
          A+ or A1 or above                        0.150%
          -----------------------------------------------------------
          Level 2
          A or A2                                  0.255%
          -----------------------------------------------------------
          Level 3
          A- or A3                                 0.370%
          -----------------------------------------------------------
          Level 4
          BBB+ or Baa1                             0.475%
          -----------------------------------------------------------
          Level 5
          BBB or Baa2                              0.700%
          -----------------------------------------------------------
          Level 6
          Lower than Level 5                       0.750%
          -----------------------------------------------------------

      "Applicable  Percentage"  means,  as of any date, a  percentage  per annum
determined  by reference to the Public Debt Rating in effect on such date as set
forth below:

          -----------------------------------------------------------
               Public Debt Rating                Applicable
                   S&P/Moody's                   Percentage
          -----------------------------------------------------------
          Level 1
          A+ or A1 or above                        0.100%
          -----------------------------------------------------------
          Level 2
          A or A2                                  0.120%
          -----------------------------------------------------------
          Level 3
          A- or A3                                 0.130%
          -----------------------------------------------------------
          Level 4
          BBB+ or Baa1                             0.150%
          -----------------------------------------------------------
          Level 5
          BBB or Baa2                              0.175%
          -----------------------------------------------------------
          Level 6
          Lower than Level 5                       0.250%
          -----------------------------------------------------------

<PAGE>

      "Applicable  Utilization  Fee"  means,  as of any date that the  aggregate
Loans under the Reference Credit Agreement plus the amount outstanding hereunder
exceeds  $417,500,000,  a percentage  per annum  determined  by reference to the
Public Debt Rating in effect on such date as set forth below:

          ----------------------------------------------------------
               Public Debt Rating               Applicable
                   S&P/Moody's               Utilization Fee
          ----------------------------------------------------------
          Level 1
          A+ or A1 or above                       0.125%
          ----------------------------------------------------------
          Level 2
          A or A2                                 0.125%
          ----------------------------------------------------------
          Level 3
          A- or A3                                0.125%
          ----------------------------------------------------------
          Level 4
          BBB+ or Baa1                            0.125%
          ----------------------------------------------------------
          Level 5
          BBB or Baa2                             0.125%
          ----------------------------------------------------------
          Level 6
          Lower than Level 5                      0.250%
          ----------------------------------------------------------

      "Base Rate" means,  for any day, the higher of (x) the Prime Rate for such
day and (y) 1/2 of 1% in excess of the Federal Funds Rate for such day.

      "Business  Day" means any day that is not a Saturday or Sunday or a day on
which  banking  institutions  chartered  by the State of New York or the  United
States are legally  authorized to close and with respect to LIBOR Loans on which
commercial banks are open for international business in London.

      "Commitment"  means  $35,000,000  or  such  lesser  amount  to  which  the
Commitment  shall be reduced from time to time in  accordance  with the terms of
this Agreement.

      "Confidential  Information"  means  information  that any  Borrower or the
Guarantor  furnishes to the Bank in a writing  designated as  confidential,  but
does not include any such information that is or becomes generally  available to
the public or that is or becomes  available to the Bank from a source other than
any Borrower or the Guarantor.

      "Debt"  means  all  obligations  to  repay  money  or to pay the  deferred
purchase  price of assets or  services,  all  indebtedness  evidenced  by notes,
bonds,  debentures  or similar  obligations,  all  obligations  (whether  or not
contingent)  in respect of letters of credit,  and all guarantees of obligations
of others of the foregoing types.

      "Default"  means any event or condition which with the giving of notice or
the lapse of time or both  would,  unless  cured or  waived,  become an Event of
Default.

      "Eurocurrency Rate" means, for any Interest Period for each LIBOR Loan, an
interest rate per annum equal to the rate  (rounded  upward to the nearest whole
multiple  of 1/16 of 1% per  annum)  appearing  on  Telerate  Page  3750 (or any
successor  page) as the  London  interbank  offered  rate for  deposits  in U.S.
Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the
first day of such Interest  Period for a term comparable to such Interest Period
or, if for any reason such rate is not available, the average (rounded upward to
the nearest whole multiple of 1/16 of 1% per annum,  if such average is not such
a multiple) of the rate per annum at which  deposits in U.S.  Dollars is offered
by the  principal  office  of UBS AG in  London  to


                                                                               2
<PAGE>

prime  banks in the  London  interbank  market at 11:00 A.M.  (London  time) two
Business Days before the first day of such Interest Period for a period equal to
such Interest Period.

      "Event of Default" means any of the events specified in Section 5.01.

      "Federal Funds Rate" means,  for any period,  a fluctuating  interest rate
per annum equal for each day during such period to the  weighted  average of the
rates on  overnight  Federal  funds  transactions  with  members of the  Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day that is a Business Day, the average of the  quotations  for such day on such
transactions received by the Bank from three Federal funds brokers of recognized
standing selected by it.

      "Loan"  means  any loan  made by the  Bank to the  Borrowers  pursuant  to
Section 2.01.

      "Material  Adverse  Change"  means  any  material  adverse  change  in the
business,  condition  (financial  or  otherwise),   operations,  performance  or
properties of the Guarantor or the  Guarantor  and its  subsidiaries  taken as a
whole.

      "Material  Adverse  Effect"  means a  material  adverse  effect on (a) the
business,  condition  (financial  or  otherwise),   operations,  performance  or
properties of the Guarantor or the  Guarantor  and its  subsidiaries  taken as a
whole,  (b) the rights and remedies of the Bank under this Agreement or any Note
or (c) the ability of any Borrower or the  Guarantor to perform its  obligations
under this Agreement or any Note.

      "Prime  Rate"  means the rate  announced  from time to time by the Bank in
Stamford,  Connecticut  as its prime rate,  changing as and when such prime rate
changes.

      "Public Debt Rating" means,  as of any date, the rating that has been most
recently  announced by either  Standard & Poor's,  a division of The McGraw-Hill
Companies,  Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"),  as the
case may be, for any class of non-credit  enhanced  long-term  senior  unsecured
debt issued by the  Guarantor or, if either such rating agency shall have issued
more than one such rating,  the lowest such rating issued by such rating agency.
For purposes of the foregoing,  (a) if only one of S&P and Moody's shall have in
effect a Public Debt Rating, the Applicable  Margin,  the Applicable  Percentage
and the  Applicable  Utilization  Fee shall be  determined  by  reference to the
available  rating;  (b) if neither S&P nor Moody's shall have in effect a Public
Debt Rating, the Applicable Margin, the Applicable Percentage and the Applicable
Utilization  Fee will be set in accordance  with Level 6 under the definition of
"Applicable Margin", "Applicable Percentage" or "Applicable Utilization Fee", as
the case may be; (c) if the ratings  established  by S&P and Moody's  shall fall
within different levels, the Applicable  Margin,  the Applicable  Percentage and
the Applicable Utilization Fee shall be based upon the higher rating unless such
rating differs by two or more levels, in which case the applicable level will be
deemed  to be one  level  above  the  lower of such  levels;  (d) if any  rating
established  by S&P or Moody's shall be changed,  such change shall be effective
as of the date on which such  change is first  announced  publicly by the rating
agency  making such change;  and (e) if S&P or Moody's shall change the basis on
which  ratings  are  established,  each  reference  to the  Public  Debt  Rating
announced  by S&P or  Moody's,  as the  case  may be,  shall  refer  to the then
equivalent rating by S&P or Moody's, as the case may be.

      "Reference  Credit  Agreement"  shall mean that certain Credit  Agreement,
dated as of November 14, 2002, by and among,  OFI, OCI, OFP, the Guarantor,  the
Lenders listed on the signature pages thereof, SALOMON SMITH BARNEY INC. and ABN
AMRO INCORPORATED,  as lead arrangers and book managers,  ABN AMRO BANK N.V., as


                                                                               3
<PAGE>

syndication  agent,  HSBC BANK USA,  WACHOVIA  BANK,  NATIONAL  ASSOCIATION  and
SOCIETE GENERALE, as documentation agents, and CITIBANK,  N.A. as administrative
agent  for the  Lenders  as in  effect  from  time to time  (including,  without
limitation,  by reason of any waiver or consent given thereunder;  provided that
the Bank has received written notice thereof).

      "Termination  Date" means April 29,  2004,  or such  earlier date when the
Commitment hereunder is terminated in full.

                                   ARTICLE II

                                    THE LOANS

      Section 2.01. Loans. (a) At the request of any Borrower, the Bank, subject
to the terms and conditions of this Agreement, shall on Business Days during the
period from and including the date hereof to but excluding the Termination Date,
make Loans to the  Borrowers  such that the  aggregate  principal  amount of all
Loans outstanding hereunder at no time exceeds the Commitment.

      (b) A Borrower may request a Loan by written notice to the Bank specifying
the amount to be borrowed  (which must be a minimum of  $5,000,000 or a multiple
of $1,000,000 in excess  thereof) and the type, and in the case of a LIBOR Loan,
the maturity of the proposed  Loan (a "Borrowing  Notice").  Such notice must be
delivered to the Bank at or before 10:00 a.m.,  New York City time,  on the date
of the  proposed  borrowing  (in the  case of a Base  Rate  Loan)  or the  third
Business Day before the date of the proposed  borrowing  (in the case of a LIBOR
Loan). Loans may be either:

      (i) "Base Rate Loans",  each of which shall be payable on the  Termination
Date,  shall bear a floating per annum interest rate equal to the sum of (x) the
Base Rate in effect from time to time plus (y) the  Applicable  Margin in effect
from time to time plus (z) the  Applicable  Utilization  Fee,  if any, in effect
from time to time and shall  mature in any event no later  than the  Termination
Date; or

      (ii) "LIBOR  Loans",  each of which  shall have a maturity of one,  two or
three months (each an "Interest Period"), subject to standard market conventions
as to  adjustments  for  non-Business  Days  and  month-ends  (but  in no  event
extending beyond the Termination Date), and shall bear a per annum interest rate
equal to the sum of (x) the Eurocurrency  Rate for such Interest Period for such
Loan plus (y) the  Applicable  Margin  in effect  from time to time plus (z) the
Applicable  Utilization  Fee, if any,  in effect  from time to time.  On (A) the
maturity  date of each LIBOR  Loan,  such Loan may either be rolled  forward (in
whole or in part) into a new Loan at the LIBOR Rate or the Base Rate,  or repaid
in full, and (B) on any Business Day, all or any portion of a Base Rate Loan may
be converted  into a LIBOR Loan,  in each case, as set forth in a notice to such
effect,  delivered as if it were a Borrowing  Notice and as if the maturity date
or date of conversion of such Loan, as applicable,  were a borrowing date. If no
such notice is received  with respect to a maturing  LIBOR Loan,  then such Loan
shall  automatically  roll forward into a new LIBOR Loan with an Interest Period
of one month, provided that if a Default or Event of Default has occurred and is
continuing  on the maturity  date of any LIBOR Loan that is not repaid  thereon,
such LIBOR Loan shall  automatically roll forward into a Base Rate Loan. No Loan
may be rolled  forward  as, or  converted  into,  a LIBOR Loan if a Default  has
occurred and is continuing.

      Each Loan will bear  interest  from its date until  maturity  on the basis
specified to the Borrower by the Bank  (subject to paragraph  (i) or (ii) above,
as  applicable)


                                                                               4
<PAGE>

contemporaneously  with the making of such Loan,  payable at maturity and in the
case of Base Rate  Loans,  on the last  Business  Day of each  calendar  quarter
during the  effectiveness  hereof.  Overdue payments of principal,  interest and
other amounts  payable  hereunder shall bear interest,  payable on demand,  at a
rate for  each day  equal  to the  Base  Rate for such day plus 2%.  Subject  to
Section  2.06(e) the  Borrowers  may prepay  Loans at any time.  All accrued and
unpaid  interest on any principal  amount prepaid shall be due on the prepayment
date.

      (c) All  Loans  shall be  evidenced  by a  promissory  note  appropriately
completed,  executed  and  delivered by the  respective  Borrower in the form of
Exhibit A hereto (each a "Note" and  collectively  the  "Notes").  The Bank will
endorse on the Notes or otherwise  record in its internal  records the amount of
such Loan, the interest rate or rate basis  applicable  thereto and each payment
of  principal or interest  made in respect  thereof;  provided  that neither the
failure of the Bank to do so nor any error by the Bank in doing so shall  affect
the obligations of such Borrower hereunder or under the Notes.

      Section 2.02. Conditions. The obligation of the Bank to make a Loan on any
proposed  borrowing date shall be subject to the  satisfaction  of the following
conditions:

            (i) the  representations  and  warranties  of the  Borrowers and the
      Guarantor  herein  (except,  in the case of a Loan  after  the date of the
      initial Loan (the "Closing Date"),  the  representations  set forth in the
      last sentence of  subsection  3.02(c)  thereof and in subsection  3.02(d))
      shall be true and correct on the date of such  borrowing as though made on
      and as of such date;

            (ii) no Default shall have occurred and be continuing on the date of
      such borrowing (either before or after giving effect to such borrowing);

            (iii) the representations  and warranties  contained in Section 4.01
      of the Reference Credit Agreement (except, in the case of a Loan after the
      Closing  Date,  the  representations  set  forth in the last  sentence  of
      subsection  (e) thereof and in subsection  (f) (i) thereof) are correct on
      and as of such date,  before and after giving effect to such Borrowing and
      to the application of the proceeds therefrom,  as though made on and as of
      such date;

            (iv) no event has occurred and is  continuing,  or would result from
      such  Loan  or  from  the  application  of the  proceeds  therefrom,  that
      constitutes  a Default  (as such term is defined in the  Reference  Credit
      Agreement);

            (v) the Bank shall have received the properly completed and executed
      Notes and such corporate  resolutions,  certificates,  opinions of counsel
      and  other  documents  in  connection  herewith  as the Bank  may,  in its
      reasonable discretion, require; and

            (vi)  payment by the  Borrowers to the Bank on the Closing Date of a
      cash fee in the amount of $43,750.

The Borrowers shall be deemed to have made a representation  and warranty on the
date of each borrowing that the conditions specified in clauses (i), (ii), (iii)
and (iv) above have been satisfied.

      Section 2.03. Fees. The Guarantor agrees to pay to the Bank a facility fee
on the  aggregate  amount  of the  Commitment  from the date  hereof  until  the
Termination  Date at a rate per  annum  equal to the  Applicable  Percentage  in
effect from time to time,  payable in arrears  quarterly on the last day of each
March,  June,  September  and  December,  commencing  June 30, 2003,  and on the
Termination Date.


                                                                               5
<PAGE>

      Section 2.04.  Increased  Costs;  Illegality (a) If, due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  after the date hereof,  or (ii) the compliance with any guideline or
request issued after the date hereof from any central bank or other governmental
authority  including,  without  limitation,  any agency of the European Union or
similar monetary or multinational  authority (whether or not having the force of
law), there shall be any increase in the cost to the Bank of agreeing to make or
making,  funding or  maintaining  LIBOR Loans  (excluding  for  purposes of this
Section 2.04 any such  increased  costs  resulting from (i) Taxes or Other Taxes
(as to which  Section  2.05  shall  govern)  and (ii)  changes  in the  basis of
taxation of overall net income or overall  gross income by the United  States or
by the  foreign  jurisdiction  or state  under  the  laws of  which  the Bank is
organized or any political subdivision  thereof),  then the Borrowers shall from
time to time,  upon  demand  by the  Bank,  pay to the Bank  additional  amounts
sufficient to compensate the Bank for such increased  cost;  provided,  however,
that before making any such demand,  the Bank agrees to use  reasonable  efforts
(consistent  with its internal policy and legal and regulatory  restrictions) to
designate a different  lending office if the making of such a designation  would
avoid the need for, or reduce the amount of, such  increased cost and would not,
in the  reasonable  judgment of the Bank,  be otherwise  disadvantageous  to the
Bank. A certificate  as to the amount of such increased  cost,  submitted to the
Borrowers by the Bank, shall be conclusive and binding for all purposes,  absent
manifest error.

      (b) If the Bank  determines  that compliance with any law or regulation or
any guideline or request  taking effect or issued after the date hereof from any
central bank or other governmental authority (whether or not having the force of
law)  affects or would  affect the amount of capital  required or expected to be
maintained  by the  Bank or any  corporation  controlling  the Bank and that the
amount of such capital is increased by or based upon the existence of the Bank's
commitment to lend  hereunder and other  commitments  of this type,  then,  upon
demand by the Bank,  the Borrowers  shall pay to the Bank,  from time to time as
specified by the Bank,  additional  amounts sufficient to compensate the Bank or
such corporation in the light of such circumstances, to the extent that the Bank
reasonably  determines such increase in capital to be allocable to the existence
of the Bank's  commitment to lend  hereunder.  A certificate  as to such amounts
submitted to the Borrowers by the Bank shall be  conclusive  and binding for all
purposes, absent manifest error.

      (c)  Failure  or  delay on the  part of the  Bank to  demand  compensation
pursuant to this  Section  shall not  constitute a waiver of the Bank's right to
demand such  compensation;  provided that the Borrowers shall not be required to
compensate  the  Bank  pursuant  to this  Section  for any  increased  costs  or
reductions  incurred  more  than six  months  prior  to the  date  that the Bank
notifies the Borrowers of the circumstances  giving rise to such increased costs
or  reductions  and of the  Bank's  intention  to claim  compensation  therefor;
provided further that, if the circumstances  giving rise to such increased costs
or reductions  cause such increased costs or reductions to be retroactive,  then
the six-month  period  referred to above shall be extended to include the period
of retroactive effect thereof.

      (d)  Notwithstanding  any other provision of this  Agreement,  if the Bank
shall notify the Borrowers that the  introduction  of or any change in or in the
interpretation  of any law or regulation makes it unlawful,  or any central bank
or other  governmental  authority  asserts that it is unlawful,  for the Bank to
perform  its  obligations  hereunder  to make LIBOR Loans or to fund or maintain
LIBOR Loans  hereunder,  (i) such Loan shall be converted  into a Base Rate Loan
and (ii) the obligation of the Bank to make LIBOR Loans shall be suspended until
the Bank  shall  notify  the  Borrowers  that  the  circumstances  causing  such
suspension  no longer  exist;  provided,  however,  that before  making any such
demand, the Bank agrees to use reasonable efforts  (consistent with its internal
policy and legal and regulatory  restrictions) to designate a different  lending
office if the making of such a  designation  would allow the Bank to continue to
perform  its  obligations  to make such LIBOR  Loans or to  continue  to fund or
maintain  such  LIBOR  Loans and would  not,  in the  judgment  of the Bank,  be
otherwise disadvantageous to the Bank.


                                                                               6
<PAGE>

      SECTION  2.05.  Taxes  (a) Any and all  payments  by any  Borrower  or the
Guarantor to or for the account of the Bank  hereunder or under the Notes or any
other  documents to be delivered  hereunder shall be made, free and clear of and
without  deduction  for any and all present or future  taxes,  levies,  imposts,
deductions,  charges or withholdings,  and all liabilities with respect thereto,
excluding  taxes imposed on its overall net income,  and franchise taxes imposed
on it in lieu of net income taxes, by the  jurisdiction  under the laws of which
the Bank is organized or any political  subdivision  thereof and excluding  such
taxes imposed by the United States or the United  Kingdom that are payable as of
the date hereof  (all such  non-excluded  taxes,  levies,  imposts,  deductions,
charges,  withholdings and liabilities in respect of payments hereunder or under
the Notes being  hereinafter  referred to as  "Taxes").  If any  Borrower or the
Guarantor shall be required by law to deduct any Taxes from or in respect of any
sum payable  hereunder or under any Note or any other  documents to be delivered
hereunder  to the  Bank,  (i) the  sum  payable  shall  be  increased  as may be
necessary  so that after making all required  deductions  (including  deductions
applicable to additional sums payable under this Section 2.05) the Bank receives
an amount equal to the sum it would have  received had no such  deductions  been
made,  (ii) such Borrower or the Guarantor  shall make such deductions and (iii)
such  Borrower  or the  Guarantor  shall  pay the full  amount  deducted  to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

      (b) In addition,  the  Borrowers  shall pay any present or future stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies  that arise from any  payment  made  hereunder  or under the Notes or any
other  documents to be delivered  hereunder or from the  execution,  delivery or
registration of,  performing under, or otherwise with respect to, this Agreement
or the Notes or any  other  documents  to be  delivered  hereunder  (hereinafter
referred to as "Other Taxes").

      (c) The Borrowers or the  Guarantor,  as applicable,  shall  indemnify the
Bank for and hold it  harmless  against  the full amount of Taxes or Other Taxes
(including,  without  limitation,  taxes of any kind  imposed or asserted by any
jurisdiction  on amounts  payable under this Section 2.05) imposed on or paid by
the Bank and any liability (including penalties,  interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made within 30
days from the date the Bank makes written demand therefor.

      (d) Within 45 days after the date of any payment of Taxes,  the applicable
Borrower  shall  furnish  to the Bank,  at its  address on the  signature  pages
hereof, the original or a certified copy of a receipt evidencing such payment to
the extent such a receipt is issued therefor,  or other written proof of payment
thereof that is reasonably  satisfactory to the Bank. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of any  Borrower  or the  Guarantor  (other  than OFP)  through  an
account or branch  outside the United  States or by or on behalf of any Borrower
or the Guarantor (other than OFP) by a payor that is not a United States person,
if such  Borrower  or the  Guarantor  determines  that no Taxes are  payable  in
respect  thereof,  such Borrower or the Guarantor shall furnish,  or shall cause
such  payor to  furnish,  to the Bank,  at such  address,  an opinion of counsel
acceptable  to the Bank  stating  that such  payment is exempt from  Taxes.  For
purposes of this  subsection (d) and subsection  (e), the terms "United  States"
and "United States person" shall have the meanings  specified in Section 7701 of
the Internal Revenue Code.

      (e) The Bank,  on or prior to the date of its  execution  and  delivery of
this  Agreement,  and from time to time  thereafter as  reasonably  requested in
writing by OFI and OCI (but only so long as the Bank remains lawfully able to do
so),  shall  provide  each of OFI and OCI with  two  original  Internal  Revenue
Service forms W-8BEN or W-8ECI,  as appropriate,  or any successor or other form
prescribed by the Internal Revenue  Service,  certifying that the Bank is exempt
from or entitled to a reduced rate of United States  withholding tax on payments
made  by OFI and OCI  pursuant  to this  Agreement  or the  Notes.  If the  form
provided by the Bank indicates a United States interest  withholding tax rate in
excess of zero,  withholding tax at such rate shall be considered  excluded from
Taxes unless and until the Bank provides the appropriate forms


                                                                               7
<PAGE>

certifying that a lesser rate applies,  whereupon withholding tax at such lesser
rate only shall be considered  excluded from Taxes for periods  governed by such
form. If any form or document  referred to in this  subsection  (e) requires the
disclosure of information,  other than information  necessary to compute the tax
payable and information  required on the date hereof by Internal Revenue Service
form W-8BEN or W-8ECI,  that the Bank reasonably  considers to be  confidential,
the Bank shall give notice  thereof to OFI and OCI and shall not be obligated to
include in such form or document such confidential information.

      (f) For any  period  with  respect to which the Bank has failed to provide
OFI and OCI with the appropriate form,  certificate or other document  described
in Section  2.05(e) (other than if such failure is due to a change in law, or in
the interpretation or application  thereof,  occurring subsequent to the date on
which a form,  certificate  or other  document  originally  was  required  to be
provided,  or if such  form,  certificate  or other  document  otherwise  is not
required  under  subsection  (e)  above),  the Bank  shall  not be  entitled  to
indemnification  under  Section  2.05(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided,  however, that should the
Bank  become  subject  to  Taxes  because  of its  failure  to  deliver  a form,
certificate or other document required hereunder,  the Borrowers shall take such
steps as the Bank shall  reasonably  request to assist the Bank to recover  such
Taxes.

      (i) The Bank, at any time it is claiming any  additional  amounts  payable
pursuant to this Section 2.05, agrees to use reasonable efforts (consistent with
its  internal  policy  and  legal and  regulatory  restrictions)  to change  the
jurisdiction  of its lending  office if the making of such a change  would avoid
the need for,  or reduce the amount of,  any such  additional  amounts  that may
thereafter  accrue and would not, in the  reasonable  judgment  of the Bank,  be
otherwise disadvantageous to the Bank.

      Section 2.06.  Payments and Computations.  (a) Each Borrower shall make or
cause to be made each  payment  hereunder  or under the Notes in lawful money of
the United States of America by wire transfer of immediately  available funds to
the Bank at 677 Washington Blvd.,  Stamford CT 06901, ABA No.  026007993,  Ref.:
Omnicom.

      (b) Overdue  payments of  principal,  interest,  or fees and other amounts
payable hereunder shall bear interest, payable on demand, at a rate for each day
equal to the Base Rate for such day plus 2%.

      (c) Interest  determined based upon the Prime Rate shall be computed based
upon a year of 365 days (or 366 days in a leap year),  for the actual  number of
days elapsed  (including  the first day but excluding  the last day).  All other
computations  of  interest  and fees shall be made on the basis of a year of 360
days,  for the  actual  number  of days  elapsed  (including  the  first day but
excluding  the last day).  Notwithstanding  anything to the  contrary  set forth
herein,  interest shall in no event accrue  hereunder at a rate in excess of the
maximum rate permitted under applicable law.

      (d) Whenever any payment to be made hereunder shall be stated to be due on
a day  which  is not a  Business  Day,  such  payment  shall be made on the next
succeeding  Business  Day,  and such  extension of time shall be included in the
computation of payment of interest or fees, as the case may be.

      (e) If for any reason,  including without  limitation due to demand or due
to acceleration  following the occurrence of an Event of Default,  the principal
of any LIBOR  Loan,  or any  portion  thereof,  is paid  prior to the  scheduled
maturity  date  therefor,  or if any LIBOR  Loan is not  borrowed  after  notice
thereof shall have been received by the Bank,  each Borrower will  reimburse the
Bank,  on  demand,  for any  resulting  loss or  expense  incurred  by the Bank,
including


                                                                               8
<PAGE>

without  limitation  any loss or expense  incurred in obtaining,  liquidating or
employing deposits from third parties.

      Section 2.07.  Optional Reduction of Commitment.  The Guarantor may reduce
the unused  portion  of the  Commitment  at any time in whole,  or in part by an
amount equal to  $5,000,000  or a multiple  thereof,  by  delivering to the Bank
written  notice  specifying  the amount of such  reduction and the date on which
such  reduction is to become  effective  (which date may not be earlier than the
date of delivery of such notice). Any such reduction shall be irrevocable.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      Section  3.01.  Representations  and  Warranties  of the  Borrowers.  Each
Borrower represents and warrants to the Bank as follows:

      (a) Such Borrower is a corporation duly organized, validly existing and in
good  standing  under  the laws of the  State of its  organization,  and has all
requisite power and authority,  corporate and otherwise, to conduct its business
as now  conducted  and to own its  properties.  Such Borrower has full power and
authority  to  enter  into  this  Agreement  and  the  Notes  and to  incur  its
obligations  provided  for  herein  and  therein,  all of which  have  been duly
authorized  by all proper  and  necessary  corporate  action on the part of such
Borrower.  This  Agreement has been duly executed and delivered by such Borrower
and  constitutes  the valid and  legally  binding  agreement  of such  Borrower,
enforceable  against  such  Borrower  in  accordance  with its terms,  except as
enforceability may be affected by bankruptcy, insolvency and other laws relating
to or affecting creditors' rights generally and by general principles of equity.
Upon execution and delivery  thereof,  each of the Notes will constitute a valid
and legally binding obligation of such Borrower,  enforceable in accordance with
their respective terms,  except as enforceability may be affected by bankruptcy,
insolvency and other laws relating to or affecting  creditors'  rights generally
and by general principles of equity.

      (b) All consents and  approvals  of, and all notices to and filings  with,
any  governmental  entities or regulatory  bodies required as a condition to the
valid execution,  delivery or performance by such Borrower of this Agreement and
the Notes have been obtained or made. Neither the execution and delivery of this
Agreement or the Notes nor compliance  with the terms and provisions  hereof and
thereof will conflict with,  result in a breach of or constitute a default under
(i) any of the terms, conditions or provisions of the charter or by-laws of such
Borrower, (ii) any law, regulation or order, writ, judgment, injunction, decree,
determination or award of any court or governmental instrumentality or (iii) any
agreement  or  instrument  to which such  Borrower  is a party or by which it is
bound. Such Borrower is not an "investment company" as defined in (or subject to
regulation  under) the Investment  Company Act of 1940 or a "holding company" as
defined in (or subject to regulation  under) the Public Utility  Holding Company
Act of 1935.

Each Borrower will be deemed to have made a representation and warranty, on each
date on which a Loan is made  that the  foregoing  representations  are true and
correct on and as of such date.

      Section  3.02.  Representations  and  Warranties  of  the  Guarantor.  The
Guarantor represents and warrants to the Bank as follows:

      (a) The Guarantor is a corporation duly organized, validly existing and in
good  standing  under  the laws of the  State of its  organization,  and has all
requisite power and authority,  corporate and otherwise, to conduct its business
as now  conducted  and to own its  properties.


                                                                               9
<PAGE>

The Guarantor  has full power and authority to enter into this  Agreement and to
incur  its  obligations  provided  for  herein,  all of  which  have  been  duly
authorized  by all  proper  and  necessary  corporate  action on the part of the
Guarantor.  This Agreement has been duly executed and delivered by the Guarantor
and  constitutes  the valid and  legally  binding  agreement  of the  Guarantor,
enforceable  against  the  Guarantor  in  accordance  with its terms,  except as
enforceability may be affected by bankruptcy, insolvency and other laws relating
to or affecting creditors' rights generally and by general principles of equity.

      (b) All consents and  approvals  of, and all notices to and filings  with,
any  governmental  entities or regulatory  bodies required as a condition to the
valid execution, delivery or performance by the Guarantor of this Agreement have
been obtained or made.  Neither the execution and delivery of this Agreement nor
compliance with the terms and provisions  hereof will conflict with, result in a
breach of or  constitute  a default  under (i) any of the terms,  conditions  or
provisions of the charter or by-laws of the Guarantor,  (ii) any law, regulation
or order,  writ,  judgment,  injunction,  decree,  determination or award of any
court or  governmental  instrumentality  or (iii) any agreement or instrument to
which the Guarantor is a party or by which it is bound.  The Guarantor is not an
"investment  company"  as  defined  in (or  subject  to  regulation  under)  the
Investment  Company Act of 1940 or a "holding company" as defined in (or subject
to regulation under) the Public Utility Holding Company Act of 1935.

      (c) The  consolidated  balance sheet of the Guarantor and its subsidiaries
as at December 31, 2001, and the related  consolidated  statements of income and
cash flows of the Guarantor and its subsidiaries for the fiscal year then ended,
accompanied  by  an  opinion  of  Arthur   Andersen  LLP,   independent   public
accountants,  and  the  consolidated  balance  sheet  of the  Guarantor  and its
subsidiaries  as at June 30, 2002,  and the related  consolidated  statements of
income and cash flows of the Guarantor and its  subsidiaries  for the six months
then ended,  duly  certified by the chief  financial  officer of the  Guarantor,
copies of which have been furnished to the Bank, fairly present, subject, in the
case of said balance  sheet as at June 30, 2002,  and said  statements of income
and cash flows for the six months then ended, to year-end audit adjustments, the
consolidated  financial  condition of the Guarantor and its  subsidiaries  as at
such dates and the  consolidated  results of the operations of the Guarantor and
its  subsidiaries  for the periods ended on such dates,  all in accordance  with
generally accepted accounting principles  consistently  applied.  Since December
31, 2001, there has been no Material Adverse Change.

      (d) There is no action,  suit or  proceeding  pending  against,  or to the
Guarantor's  knowledge threatened against or affecting,  the Guarantor or any of
its subsidiaries before any court or arbitrator or any governmental body, agency
or official  which,  (i) could be reasonably  likely to have a Material  Adverse
Effect  other  than the  matters  described  on  Schedule  3.02(d)  hereto  (the
"Disclosed  Litigation")  or (ii) purports to affect the  legality,  validity or
enforceability  of  this  Agreement  or  any  Note  or the  consummation  of the
transactions contemplated hereby, and there shall have been no adverse change in
the status, or financial effect on the Guarantor or any of its subsidiaries,  of
the Disclosed Litigation from that described on Schedule 3.02(d) hereto.

The Guarantor will be deemed to have made a representation and warranty, on each
date on which a Loan is made that the foregoing  representations (except, in the
case of a Loan after the Closing Date, the representations set forth in the last
sentence of subsection  3.02(c) thereof and in subsection  3.02(d)) are true and
correct on and as of such date.


                                                                              10
<PAGE>

                                   ARTICLE IV

                                    COVENANTS

      Section 4.01.  Covenants of the  Borrowers.  Each  Borrower  covenants and
agrees that until the later to occur of (i) the  Termination  Date, and (ii) the
performance of all obligations of such Borrower hereunder and under the Notes:

      (a)  General  Affirmative  Covenants.  Such  Borrower  will  maintain  its
corporate  existence in good standing,  and will comply in all material respects
with all applicable  laws,  rules,  regulations  and orders of any  governmental
authority  noncompliance  with which would have a material adverse effect on its
financial  condition  or  operations  or on its ability to meet its  obligations
hereunder,  and will  continue to engage in business of the same general type as
that engaged in by such Borrower on the date hereof.  Such Borrower will pay and
discharge,   at  or  before  maturity,  all  its  obligations  and  liabilities,
including,  without limitation,  tax liabilities,  where failure to satisfy such
obligations or liabilities in the aggregate would have a material adverse effect
on its  financial  condition,  operations  or  ability  to meet its  obligations
hereunder.  Such Borrower's  obligations hereunder and under the Notes will rank
pari passu with all other unsubordinated obligations of such Borrower (except as
to rights in collateral).

      (b) Use of proceeds.  Each Borrower will use the proceeds of the Loans for
general  corporate  purposes.  None of such  proceeds  will be used  directly or
indirectly for the purpose (whether immediate, incidental or ultimate) of buying
or carrying any "margin  stock"  within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System.

      (c) Notice under the Reference Credit Agreement. Such Borrower shall cause
to be  delivered  to the Bank a copy of each and every  notice  delivered to the
Agent or any Lender in connection with the Reference Credit Agreement; and shall
use  commercially  reasonable  efforts to cause such  delivery to be made to the
Bank on the date  such  notice is  delivered  to the  Agent or such  Lender.  In
addition,  the Bank shall be invited to  participate  in all bank  meetings  and
conference   calls  conducted  with  the  Lenders  under  the  Reference  Credit
Agreement.

      Section 4.02.  Covenants of the  Guarantor.  The  Guarantor  covenants and
agrees that until the later to occur of (i) the  Termination  Date, and (ii) the
performance of all obligations of each Borrower hereunder and under the Notes:

      (a)  Incorporated  Covenants.  The Guarantor  will comply with each of the
covenants set forth in Article V of the Reference Credit Agreement.

      (b) Reporting Requirements. Furnish to the Bank:

      (i) as soon as available  and in any event within 50 days after the end of
each of the first  three  quarters of each  fiscal  year of the  Guarantor,  the
consolidated  balance sheet of the Guarantor and its  subsidiaries as of the end
of such  quarter  and  consolidated  statements  of income and cash flows of the
Guarantor  and its  subsidiaries  for the  period  commencing  at the end of the
previous  fiscal year and ending with the end of such  quarter,  duly  certified
(subject to year-end audit  adjustments) by the chief  financial  officer of the
Guarantor  as  having  been  prepared  in  accordance  with  generally  accepted
accounting  principles and  certificates of the chief  financial  officer of the
Guarantor as to compliance with the terms of this Agreement and setting forth in
reasonable  detail the  calculations  necessary to demonstrate  compliance  with
Section 5.03 of the Reference  Credit  Agreement,  provided that in the event of
any change in generally accepted  accounting  principles used in the preparation
of such financial statements, the Guarantor shall also provide, if necessary for
the  determination  of  compliance  with  Section 5.03 of the  Reference


                                                                              11
<PAGE>

Credit  Agreement,  a statement  of  reconciliation  conforming  such  financial
statements to generally accepted accounting principles;

      (ii)as soon as available  and in any event within 95 days after the end of
each fiscal year of the  Guarantor,  a copy of the annual  audit report for such
year for the Guarantor and its subsidiaries, containing the consolidated balance
sheet of the  Guarantor and its  subsidiaries  as of the end of such fiscal year
and  consolidated  statements  of income and cash flows of the Guarantor and its
subsidiaries  for such  fiscal  year,  in each case  accompanied  by an  opinion
acceptable  to the  Bank by KPMG  LLP or other  independent  public  accountants
acceptable to the Bank and  certificates of the chief  financial  officer of the
Guarantor as to compliance with the terms of this Agreement and setting forth in
reasonable  detail the  calculations  necessary to demonstrate  compliance  with
Section 5.03 of the Reference  Credit  Agreement,  provided that in the event of
any change in generally accepted  accounting  principles used in the preparation
of such financial statements, the Guarantor shall also provide, if necessary for
the  determination  of  compliance  with  Section 5.03 of the  Reference  Credit
Agreement, a statement of reconciliation conforming such financial statements to
generally accepted accounting principles;

      (iii) as soon as  possible  and in any event  within  five days  after any
senior  officer of the  Guarantor  or a Borrower  becomes  aware or should  have
become aware of the  occurrence of any Default,  the  occurrence of each Default
continuing  on the date of such  statement,  a statement of the chief  financial
officer of the  Guarantor  setting  forth details of such Default and the action
that the Guarantor has taken and proposes to take with respect thereto;

      (iv)promptly  after the sending or filing  thereof,  copies of all reports
that  the  Guarantor  sends to any of its  securityholders,  and  copies  of all
reports and  registration  statements that the Guarantor or any subsidiary files
with the Securities and Exchange Commission or any national securities exchange;

      (v) promptly  after the  commencement  thereof,  notice of all actions and
proceedings before any court,  governmental  agency or arbitrator  affecting the
Guarantor or any of its subsidiaries of the type described in Section 4.01(f) of
the Reference Credit Agreement; and

      (vi)such  other  information  respecting  the  Guarantor  or  any  of  its
subsidiaries as the Bank may from time to time reasonably request.

      Reports and financial statements required to be delivered by the Guarantor
pursuant to paragraphs  (i), (ii), (iv) and (v) of this Section 4.02(b) shall be
deemed to have been  delivered  on the date on which it posts such  reports,  or
reports containing such financial statements,  on its website on the Internet at
www.omnicomgroup.com  or when such reports, or reports containing such financial
statements,  are posted on the SEC's website at  www.sec.gov;  provided that the
Guarantor shall deliver notice that such reports and financial statements are so
available to the Bank.

                                    ARTICLE V

                                EVENTS OF DEFAULT

      Section  5.01.  Events of Default.  (a) The  following  events  constitute
Events of Default hereunder:

      (i) The principal amount of any Loan shall not be paid when due; or


                                                                              12
<PAGE>

      (ii)  Any  other  amount  payable  under  this  Agreement,  or  the  Notes
(including  interest)  shall not be paid within two Business Days after the same
shall become due; or

      (iii) A Default shall occur in the due  observance or  performance  by any
Borrower or the Guarantor of any other term,  covenant or agreement contained in
this  Agreement  (provided  that, in the case of  Guarantor's  obligation  under
Section 4.02(a) hereof to perform its covenants under Article V of the Reference
Credit  Agreement,  the same  requirements  of notice and cure applicable to any
such covenant  under Section  6.01(c) of the Reference  Credit  Agreement  shall
apply to the corresponding obligation of Guarantor under Section 4.02(a) hereof)
or in the Notes or any Event of  Default  (as  defined in the  Reference  Credit
Agreement) shall have occurred and be continuing; or

      (iv) Any  representation  or warranty of the Guarantor or any Borrower (a)
herein or any statement or representation made in any application,  certificate,
report or opinion delivered in connection  herewith or (b) to the lenders in the
Reference  Credit Agreement or any document  delivered in connection  therewith,
shall prove to have been  incorrect or misleading  in any material  respect when
made or deemed made; or

      (v) The Guarantor or any of its  subsidiaries  shall generally not pay its
debts as such debts  become due, or shall admit in writing its  inability to pay
its debts  generally,  or shall  make a general  assignment  for the  benefit of
creditors;  or any proceeding shall be instituted by or against the Guarantor or
any of its  subsidiaries  seeking to adjudicate  it a bankrupt or insolvent,  or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief, or composition of it or its debts under any law relating to
bankruptcy,  insolvency or reorganization  or relief of debtors,  or seeking the
entry  of an  order  for  relief  or the  appointment  of a  receiver,  trustee,
custodian or other similar  official for it or for any  substantial  part of its
property and, in the case of any such proceeding  instituted against it (but not
instituted by it), either such proceeding  shall remain  undismissed or unstayed
for a  period  of 60  days,  or any of the  actions  sought  in such  proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver,  trustee, custodian or other similar official for, it
or for any  substantial  part of its property)  shall occur; or the Guarantor or
any of its subsidiaries  shall take any corporate action to authorize any of the
actions set forth above in this subsection (v);

      (b) If an Event of Default occurs and is  continuing,  (A) the Bank may by
notice to each  Borrower  and the  Guarantor  declare the Loans  (together  with
accrued interest  thereon) to be, and they shall thereupon  become,  immediately
due without presentment,  demand or other notice, all of which are hereby waived
by the Borrowers  (provided that, in the case of an Event of Default referred to
in clause (v) of subsection  (a) above with respect to such  Borrower,  the same
shall occur with  respect to all Loans  automatically  without any notice or any
other act by the Bank)  and/or  (B) the Bank may  exercise  any other  rights or
remedies it may have under this Agreement or under the Notes and take such other
action as is permitted at law or in equity.

                                   ARTICLE VI

                                    GUARANTY

      SECTION 6.01. Guaranty.  The Guarantor hereby absolutely,  unconditionally
and irrevocably  guarantees the punctual  payment when due, whether at scheduled
maturity or on any date of a required  prepayment or by acceleration,  demand or
otherwise,  of all obligations of the Borrowers now or hereafter  existing under
or  in  respect  of  the  this  Agreement  and  the  Notes  (including,  without
limitation, any extensions, modifications, substitutions, amendments or renewals
of any  or  all of the  foregoing  obligations),  whether  direct  or  indirect,
absolute or contingent,  and whether for principal,  interest,  premiums,  fees,
indemnities,  contract  causes of


                                       13
<PAGE>

action,  costs,  expenses or otherwise (such  obligations  being the "Guaranteed
Obligations"),  and  agrees  to pay  any and all  expenses  (including,  without
limitation,  fees and expenses of outside  counsel and the  allocated  costs and
expenses of in-house counsel) incurred by the Bank in enforcing any rights under
this  Agreement.   Without  limiting  the  generality  of  the  foregoing,   the
Guarantor's  liability  shall extend to all amounts that  constitute part of the
Guaranteed Obligations and would be owed by any other Borrower to the Bank under
or in  respect  of this  Agreement  and the Notes but for the fact that they are
unenforceable   or  not   allowable  due  to  the  existence  of  a  bankruptcy,
reorganization or similar proceeding involving such Borrower.

      SECTION  6.02.  Guaranty  Absolute.  The  Guarantor  guarantees  that  the
Guaranteed  Obligations  will be paid strictly in  accordance  with the terms of
this Agreement and the Notes,  regardless of any law, regulation or order now or
hereafter  in  effect in any  jurisdiction  affecting  any of such  terms or the
rights of the Bank with  respect  thereto.  This  Guaranty  is an  absolute  and
unconditional  guaranty  of  payment  when due,  and not of  collection,  by the
Guarantor of the Guaranteed Obligations.  The obligations of the Guarantor under
or in respect of this Guaranty are independent of the Guaranteed  Obligations or
any other  obligations of any Borrower under or in respect of this Agreement and
the Notes,  and a  separate  action or actions  may be  brought  and  prosecuted
against the  Guarantor to enforce  this  Guaranty,  irrespective  of whether any
action is brought  against any Borrower or whether any Borrower is joined in any
such action or actions. The liability of the Guarantor under this Guaranty shall
be irrevocable,  absolute and  unconditional  irrespective of, and the Guarantor
hereby  irrevocably  waives any defenses it may now have or hereafter acquire in
any way relating to, any or all of the following:

      (a) any  lack of  validity  or  enforceability  of any  provision  of this
Agreement or any Notes or any agreement or instrument relating thereto;

      (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Guaranteed  Obligations  or any other  obligations of
any Borrower  under or in respect of this  Agreement or the Notes,  or any other
amendment  or waiver of or any consent to departure  from this  Agreement or the
Notes, including, without limitation, any increase in the Guaranteed Obligations
resulting from the extension of additional  credit to any Borrower or any of its
subsidiaries or otherwise;

      (c) any taking, exchange,  release or non-perfection of any collateral, or
any taking, release or amendment or waiver of, or consent to departure from, any
other guaranty, for all or any of the Guaranteed Obligations;

      (d) any manner of application of collateral,  or proceeds thereof,  to all
or any of the Guaranteed Obligations, or any manner of sale or other disposition
of any  collateral  for all or any of the  Guaranteed  Obligations  or any other
obligations  of any  Borrower  under  this  Agreement  or the Notes or any other
assets of any Borrower or any of its subsidiaries;

      (e) any change, restructuring or termination of the corporate structure or
existence of any Borrower or any of its subsidiaries;

      (f) any failure of the Bank to disclose to the Guarantor  any  information
relating  to the  business,  condition  (financial  or  otherwise),  operations,
performance,  properties or prospects of any Borrower now or hereafter  known to
the Bank (the  Guarantor  waiving  any duty on the part of the Bank to  disclose
such information);

      (g) the  failure of any other  person or entity to execute or deliver  any
other  guaranty or  agreement  or the release or  reduction  of liability of the
Guarantor  or  other   guarantor  or  surety  with  respect  to  the  Guaranteed
Obligations; or


                                                                              14
<PAGE>

      (h) any other circumstance (including,  without limitation, any statute of
limitations) or any existence of or reliance on any  representation  by the Bank
that might otherwise  constitute a defense  available to, or a discharge of, any
Borrower or the Guarantor or any other guarantor or surety.

      This Guaranty shall continue to be effective or be reinstated, as the case
may be,  if at any time any  payment  of any of the  Guaranteed  Obligations  is
rescinded  or must  otherwise  be  returned  by the Bank or any other  person or
entity upon the  insolvency,  bankruptcy  or  reorganization  of any Borrower or
otherwise, all as though such payment had not been made.

      SECTION  6.03.  Waivers  and  Acknowledgments.  (a) The  Guarantor  hereby
unconditionally  and  irrevocably  waives  promptness,   diligence,   notice  of
acceptance,  presentment,  demand  for  performance,  notice of  nonperformance,
default, acceleration,  protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Bank protect, secure, perfect or insure any Lien or any property subject thereto
or exhaust any right or take any action against any Borrower or any other person
or entity or any collateral.

      (b) The Guarantor hereby  unconditionally and irrevocably waives any right
to revoke this  Guaranty and  acknowledges  that this  Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in the
future.

      (c) The Guarantor hereby  unconditionally  and irrevocably  waives (i) any
defense  arising by reason of any claim or defense  based  upon an  election  of
remedies by the Bank that in any manner impairs,  reduces, releases or otherwise
adversely affects the subrogation,  reimbursement,  exoneration, contribution or
indemnification  rights of the  Guarantor  or other  rights of the  Guarantor to
proceed against any of the Borrowers, any other guarantor or any other person or
entity or any  collateral  and (ii) any defense based on any right of set-off or
counterclaim  against  or  in  respect  of  the  obligations  of  the  Guarantor
hereunder.

      (d) The Guarantor hereby  unconditionally  and irrevocably waives any duty
on the part of the Bank to disclose to the Guarantor  any matter,  fact or thing
relating  to the  business,  condition  (financial  or  otherwise),  operations,
performance,  properties or prospects of any Borrower or any of its subsidiaries
now or hereafter known by the Bank.

      (e) The Guarantor acknowledges that it will receive substantial direct and
indirect benefits from the financing arrangements contemplated by this Agreement
and  that the  waivers  set  forth in  Section  6.02 and this  Section  6.03 are
knowingly made in contemplation of such benefits.

      SECTION  6.04.  Subrogation.  The  Guarantor  hereby  unconditionally  and
irrevocably  agrees not to exercise any rights that it may now have or hereafter
acquire against any Borrower or any other insider  guarantor that arise from the
existence,  payment,  performance or enforcement of the Guarantor's  obligations
under or in respect of this Guaranty,  including,  without limitation, any right
of subrogation, reimbursement,  exoneration, contribution or indemnification and
any right to participate in any claim or remedy of the Bank against any Borrower
or any other  insider  guarantor or any  collateral,  whether or not such claim,
remedy  or right  arises in equity or under  contract,  statute  or common  law,
including, without limitation, the right to take or receive from any Borrower or
any other insider guarantor,  directly or indirectly,  in cash or other property
or by set-off or in any other  manner,  payment or  security  on account of such
claim, remedy or right,  unless and until all of the Guaranteed  Obligations


                                                                              15
<PAGE>

and all other amounts  payable under this Guaranty  shall have been paid in full
in cash and the Commitments shall have expired or been terminated. If any amount
shall  be  paid to the  Guarantor  in  violation  of the  immediately  preceding
sentence  at any time  prior to the later of the  payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty and the
Termination  Date,  such  amount  shall be  received  and held in trust  for the
benefit of the Bank,  shall be segregated  from other  property and funds of the
Guarantor and shall  forthwith be paid or delivered to the Bank in the same form
as so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed  Obligations  and all other amounts payable under this
Guaranty,  whether  matured or unmatured,  in accordance  with the terms of this
Agreement,  or to be held as collateral for any Guaranteed  Obligations or other
amounts  payable under this Guaranty  thereafter  arising.  If (i) the Guarantor
shall make payment to the Bank of all or any part of the Guaranteed Obligations,
(ii) all of the Guaranteed  Obligations and all other amounts payable under this
Guaranty  shall  have been paid in full in cash and (iii) the  Termination  Date
shall have  occurred,  the Bank will,  at the  Guarantor's  request and expense,
execute and deliver to the Guarantor appropriate documents, without recourse and
without  representation  or  warranty,  necessary  to evidence  the  transfer by
subrogation  to the  Guarantor  of an  interest  in the  Guaranteed  Obligations
resulting from such payment made by the Guarantor pursuant to this Guaranty.

      SECTION 6.05. Subordination. The Guarantor hereby subordinates any and all
debts,  liabilities and other obligations owed to the Guarantor by each Borrower
(the "Subordinated Obligations") to the Guaranteed Obligations to the extent and
in the manner hereinafter set forth in this Section 6.05:

      (a) Prior Payment of Guaranteed  Obligations.  In any proceeding under any
bankruptcy or insolvency law relating to any Borrower, the Guarantor agrees that
the Bank shall be entitled to receive  payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the commencement
of a  proceeding  under  any  bankruptcy  or  insolvency  law,  whether  or  not
constituting  an allowed claim in such proceeding  ("Post  Petition  Interest"))
before the Guarantor receives payment of any Subordinated Obligations.

      (b)  Turn-Over.  After the  occurrence  and during the  continuance of any
Event of Default under Section 6.01(e) of the Reference  Credit  Agreement,  the
Guarantor shall, if the Bank so requests,  collect, enforce and receive payments
on account of the  Subordinated  Obligations as trustee for the Bank and deliver
such payments to the Bank on account of the  Guaranteed  Obligations  (including
all Post Petition Interest),  together with any necessary  endorsements or other
instruments  of  transfer,  but without  reducing or affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty.

      (c) Authorization.  After the occurrence and during the continuance of any
Event of Default under Section 6.01(e) of the Reference  Credit  Agreement,  the
Bank is authorized  and empowered  (but without any obligation to so do), in its
discretion,  (i) in the name of the  Guarantor,  to collect and enforce,  and to
submit claims in respect of,  Subordinated  Obligations and to apply any amounts
received  thereon  to the  Guaranteed  Obligations  (including  any and all Post
Petition  Interest),  and (ii) to  require  the  Guarantor  (A) to  collect  and
enforce, and to submit claims in respect of, Subordinated Obligations and (B) to
pay any amounts  received on such obligations to the Bank for application to the
Guaranteed Obligations (including any and all Post Petition Interest).

      (d) Pari passu.  The Guarantor's  obligations  under this Section 6.05 are
pari passu with its  obligations  under  Section  7.05 of the  Reference  Credit
Agreement.  Any payments under this Section 6.05 shall be applied to obligations
under this  Agreement and the Reference  Credit  Agreement on a pro-rata  basis,
based upon amounts outstanding under both agreements.

      SECTION  6.06.  Continuing  Guaranty;  Assignments.  This  Guaranty  is  a
continuing  guaranty  and shall (a) remain in full  force and  effect  until the
later of the payment in full in cash of the Guaranteed Obligations and all other
amounts  payable under this Guaranty and the  Termination  Date,  (b) be binding
upon the  Guarantor,  its successors and assigns and (c) inure to


                                                                              16
<PAGE>

the benefit of and be enforceable by the Bank and their successors,  transferees
and assigns.  Without  limiting the generality of clause (c) of the  immediately
preceding sentence, the Bank may assign or otherwise transfer all or any portion
of  its  rights  and  obligations  under  this  Agreement  (including,   without
limitation, all or any portion of its Commitments, the Loans owing to it and the
Note or Notes  held by it) to any other  person,  and such  other  person  shall
thereupon  become vested with all the benefits in respect thereof granted to the
Bank  herein.  The  Guarantor  shall  not have the right to  assign  its  rights
hereunder or any interest herein without the prior written consent of the Bank.

                                   ARTICLE VII

                                  MISCELLANEOUS

      Section 7.01.  Amendments and Waivers.  No failure or delay on the part of
the Bank in  exercising  any power or right  hereunder  or under the Notes shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such  right or power  preclude  any other or  further  exercise  thereof  or the
exercise of any other right or power  hereunder.  No  amendment or waiver of any
provision of this  Agreement  or the Notes nor consent to any  departure by each
Borrower  herefrom or therefrom shall in any event be effective  unless the same
shall be in writing and signed by the Bank and each Borrower, and such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose  for which  given.  No notice to or demand on each  Borrower in any case
shall, of itself, entitle such Borrower to any other or further notice or demand
in similar or other circumstances.

      Section 7.02.  Notices.  Any communication,  demand, or notice to be given
hereunder  will be duly given and  deemed to have been  received  when  actually
delivered (or 72 hours after having been deposited in the mails with first class
postage  prepaid) to such party at the address  specified on the signature pages
hereof  (or at such  other  address  as such  party  shall  specify to the other
parties  in  writing),   including  delivery  by  telex,   telecopier  or  other
telecommunication  device capable of  transmitting or creating a written record.
The  Bank  may  (but  shall  not be  required  to)  accept  and act  upon  oral,
telephonic,  faxed or other forms of notices or instructions  hereunder that the
Bank  believes in good faith to have been given by a person  authorized to do so
on behalf of such Borrower.  The Bank shall be fully protected and held harmless
by each Borrower,  and shall have no liability for, acting on any such notice or
instruction  that the Bank believes in good faith to have been given by a person
authorized to do so on behalf of such Borrower.

      Section 7.03. Set-off.  Each Borrower hereby grants to the Bank a right of
set-off  against any amounts due and payable by such Borrower  (including any of
its offices or divisions)  with respect to this  Agreement in any demand deposit
or other account maintained with any office of UBS AG.

      Section 7.04  Successors and Assigns.  This  Agreement  shall inure to the
benefit  of,  and  shall be  enforceable  by,  the Bank and its  successors  and
assigns. The Bank may assign any of its rights or obligations hereunder or under
the Notes to any other  office or affiliate of UBS AG or with the consent of the
Guarantor (which consent shall not be unreasonably withheld) to any third party;
provided that from and after the occurrence of an Event of Default, the Bank may
assign any of its rights or  obligations  hereunder  without  the consent of the
Guarantor.  The Bank may assign the Notes or any portion  thereof to any Federal
Reserve  Bank.  Neither any Borrower nor the  Guarantor  may assign or otherwise
transfer  any of its rights or  obligations  under this  Agreement  or the Notes
without the prior, written consent of the Bank.


                                                                              17
<PAGE>

      Section 7.05.  Costs,  Expenses and Taxes.  Each Borrower agrees to pay on
demand  all  costs  and  expenses  of the Bank,  including  reasonable  fees and
expenses of  counsel,  in  connection  with the  enforcement  against it of this
Agreement and the Notes and the  protection  of the Bank's rights  hereunder and
thereunder,  including any bankruptcy,  insolvency,  enforcement  proceedings or
restructuring  with respect to such Borrower.  In addition,  each Borrower shall
pay any and all stamp  and other  taxes and fees  payable  or  determined  to be
payable in connection with the execution, delivery, filing and recording of this
Agreement  and the Notes and agrees to save the Bank  harmless  from and against
any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees.

      Section  7.06.  Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT  REGARD
TO CONFLICT OF LAW PRINCIPLES).  Each Borrower hereby irrevocably submits to the
non-exclusive  jurisdiction  of any U.S.  federal or state court in the State of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Agreement or the Notes.  Each Borrower hereby consents to
the laying of venue in any such suit,  action or  proceeding in New York County,
New York, and hereby  irrevocably waives any claim that any such suit, action or
proceeding  brought in such a court has been brought in an  inconvenient  forum.
Any  process in any such  action  shall be duly  served if mailed by  registered
mail, postage prepaid,  to such Borrower at its address  designated  pursuant to
Section 6.02.

      Section 7.07. Counterparts;  Integration.  This Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect  as if all  signatures  thereon  were  upon  the  same  instrument.  This
Agreement,  and the Notes  constitute  the entire  agreement  and  understanding
between the  Borrowers,  the  Guarantor and the Bank with respect to the subject
matter  hereof,  and  supersede any prior  agreements  and  understandings  with
respect thereto.

      Section 7.08 Confidentiality. The Bank shall not disclose any Confidential
Information  to any other person or entity without the consent of the Guarantor,
other  than  (a)  to  the  Bank's  affiliates  and  their  officers,  directors,
employees,  agents  and  advisors  and to actual or  prospective  assignees  and
participants, and then only on a confidential basis, (b) as required by any law,
rule or  regulation  or judicial  process,  (c) as  requested or required by any
state,  federal or foreign authority or examiner regulating banks or banking and
(d) in  connection  with the  exercise of any  remedies  hereunder  or any suit,
action or proceeding  relating to this  Agreement or the  enforcement  of rights
hereunder.

      Notwithstanding   anything  in  this   Agreement  to  the  contrary,   any
Information  with respect to the "tax  treatment"  or "tax  structure"  (in each
case,  within the  meaning  of  Treasury  Regulation  section  1.6011-4)  of the
transactions  contemplated  hereby  shall not be  confidential  and the Bank and
other parties hereto may disclose without limitation of any kind any Information
that is provided to the parties  hereto with respect to the "tax  treatment"  or
"tax structure" (in each case, within the meaning of Treasury Regulation section
1.6011-4); provided, that to the extent

any document  contains  Information  that relates to the "tax treatment" or "tax
structure" and contains other  information,  this paragraph  shall only apply to
the information regarding the "tax treatment" or "tax structure."

      Section 7.09. WAIVER OF JURY TRIAL.  EACH OF THE BORROWERS,  THE GUARANTOR
AND THE BANK HEREBY  IRREVOCABLY  WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                                                              18
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.

                                          OMNICOM FINANCE INC.
                                          437 Madison Avenue
                                          New York, NY  10022
                                          Attn.: Dennis E. Hewitt

                                          By /s/ Dennis E. Hewitt
                                             -----------------------------------
                                             Title: Treasurer

                                          OMNICOM CAPITAL INC.
                                          1 East Weaver Street
                                          Greenwich, Connecticut 06831
                                          Attn.: Dennis E. Hewitt

                                          By /s/ Dennis E. Hewitt
                                             -----------------------------------
                                             Title: President and CEO

                                          OMNICOM FINANCE PLC
                                             c/o Omnicom Group Inc.
                                          437 Madison Avenue
                                          New York, New York 10022
                                          Attn.: Dennis E. Hewitt

                                          By /s/ Dennis E. Hewitt
                                             -----------------------------------
                                             Title: Director

                                          By /s/ Barry J. Wagner
                                             -----------------------------------
                                             Title: Director


                                                                              19
<PAGE>

                                          OMNICOM GROUP INC.
                                          437 Madison Avenue
                                          New York, NY  10022
                                          Attn.: Dennis E. Hewitt

                                          By /s/ Dennis E. Hewitt
                                             -----------------------------------
                                             Title: Treasurer

                                          UBS AG
                                             Cayman Islands Branch

                                          C/o UBS
                                          677 Washington Blvd.,
                                          Stamford CT 06901
                                          Attn.: Marie Haddad
                                          Phone: 203-719-5609
                                          fax: 203-719-3888

                                          By /s/ Wilfred V. Saint
                                             -----------------------------------
                                           Title: Associate Director
                                               Banking Products Services, US

                                          By /s/ Thomas R. Salzano
                                             -----------------------------------
                                             Title: Director
                                                    Banking Product Services, US


                                                                              20
<PAGE>

                                                                       Exhibit A

                                Promissory Notes

US$____________                                            _______________, 2003

____________, a ______________ corporation (the "Borrower"), for value received,
hereby promises to pay to the order of UBS AG, Cayman Islands Branch  (including
its successors and assigns, the "Bank"), c/o UBS, 677 Washington Blvd., Stamford
CT  06901,  in  lawful  money  of  the  United  States,  the  principal  sum  of
______________  U.S.  Dollars or, if less, the aggregate unpaid principal amount
of all  loans  ("Loans")  made  by the  Bank  to the  Borrower  pursuant  to the
Revolving  Credit  Agreement dated as of April 30, 2003 (as amended from time to
time, the "Agreement") among OMNICOM FINANCE INC., OMNICOM CAPITAL INC., OMNICOM
FINANCE PLC (as Borrowers), OMNICOM GROUP INC. (as Guarantor) and the Bank. Each
Loan shall  mature on the date  specified in or pursuant to the  Agreement,  and
such maturity shall be subject to  acceleration in the  circumstances  specified
therein.  Each Loan shall bear  interest at the rate or rates and such  interest
shall be payable on the date or dates specified in or pursuant to the Agreement.

Loan and  related  information  may be  endorsed  by the Bank  hereon  or upon a
schedule that may be attached  hereto and made a part hereof;  provided that the
failure of the Bank to make any such  endorsement or any error in doing so shall
not affect the obligations of the Borrower hereunder or under the Agreement.

                                             [Name of Borrower]

                                             By:
                                                 -------------------------------
                                                 Title