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                                                                     Exhibit 4.3

                          MODEM MEDIA.POPPE TYSON, INC.

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of
August 1, 1999, by and among MODEM MEDIA . POPPE TYSON, INC., a Delaware
corporation (the "Company"), the holders of the Class A Common Stock of the
Company listed on the signature page (each a "Class A Holder") and the holders
of the Class B Common Stock of the Company listed on the signature page (each a
"Class B Holder" and, together with the Class A Holders, the "Holders").

                                    RECITALS

A. The Class A Holders own shares of the Company's Class A Common Stock (the
"Class A Common Stock").
B. The Class B Holders own shares of the Company's Class B Common Stock (the
"Class B Common Stock").
C. The Company and True North Communications Inc. are parties to a Stockholders
Agreement dated as of the date hereof (the "Stockholders Agreement").
D. The execution of this Agreement is contemplated by the Stockholders
Agreement.
E. The Company desires to enter into this Agreement and grant the Holders the
rights contained herein in order to fulfill such condition.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:

                                   Section 1.
                               Certain Definitions

Certain Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:

      1.1 "SEC" shall mean the Securities and Exchange Commission or any other
      federal agency at the time administering the Securities Act.

      1.2 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the SEC promulgated thereunder,
      as shall be in effect at that time.

      1.3 The terms "register", "registered" and "registration" refer to a
      registration effected by preparing and filing a registration statement in
      compliance with the Securities Act (as defined below), and the declaration
      or ordering of the effectiveness of such registration statement.

      1.4 "Registrable Securities" means (i) the shares of Class A Common Stock
      owned by the Class A Holders; (ii) the shares of Class B Common Stock
      owned by the Class B Holders; (iii) the shares of Class A Common Stock of
      the Company issuable to the Class B Holders upon conversion of the Class B
      Common Stock; and (iv) any other shares of the Company's Class A Common
      Stock or other Common Stock issued as (or issuable upon conversion or
      exercise of any warrant, right or other security which is issued as) a
      dividend or other distribution with respect to or exchange for or
      replacement of the securities referred to in clauses (i), (ii) and (iii)
      above by way of a stock dividend, stock split or in connection with a
      combination of shares, recapitalization, merger, consolidation or other
      reorganization, excluding in all cases, however, any Registrable
      Securities sold by a person in a transaction in which a Holder's rights
      under this Agreement are not assigned; provided, however, that Registrable
      Securities shall only be treated as Registrable Securities if and so long
      as, they have not been (A) sold to or through a broker or dealer or
      underwriter in a public distribution or a public securities transaction or
      (B) sold in a transaction exempt from the registration and prospectus
      delivery requirements of the Securities Act under Section 4(1) thereof so
      that all transfer restrictions and restrictive legends with respect
      thereto are removed upon the consummation of such sale.

      1.5 "Securities Act" shall mean the Securities Act of 1933, as amended,
      and the rules and regulations of the SEC promulgated thereunder, all as
      the same shall be in effect at the time.
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      1.6 An "Affiliate" of an entity referenced herein shall mean (i) any
      entity who controls, is controlled by, or is under common control with
      such entity, (ii) any constituent partner or shareholder of such entity or
      (iii) with respect to an individual, such individual's spouse, siblings,
      ancestors and descendants (whether natural or adopted), any spouses of
      such siblings, ancestors and descendants, any siblings of such ancestors
      and descendants, and any trust established solely for the benefit of one
      or more of such individual's spouse, siblings, ancestors and/or
      descendants.

                                   Section 2.
                                Piggyback Rights

      2.1 Notice of Registration. Subject to Section 2.4 below, if at any time
      or from time to time, the Company shall determine to register any of its
      equity securities, the Company will:

            (i) promptly give to the Holders written notice thereof; and

            (ii) include in such registration (and any related qualification
under blue sky laws or other compliance), all the Registrable Securities
(subject to cutback as set forth in Section 2.2) specified in a written request
or requests made within 30 days after receipt of such written notice from the
Company by any Holder.

      2.2 Underwriting. In the case of an underwritten offering in which a
      Holder has elected to include such Holder's shares, the right of any
      Holder to registration shall be conditioned upon such Holder's
      participation in such underwriting and the inclusion of Registrable
      Securities in the underwriting to the extent provided herein. If any
      Holder proposes to distribute its securities through such underwriting,
      such Holder shall (together with the Company and any other stockholders
      distributing their securities through such underwriting) enter into an
      underwriting agreement in customary form with the managing underwriter
      selected for such underwriting by the Company; provided, however, that,
      except as set forth in Section 8 hereof, no Holder shall be required to
      make any representation or warranty to any underwriter (other than
      representations and warranties regarding such Holder or such Holder's
      intended method of distribution) or to undertake any indemnification
      obligation to the Company or any underwriter with respect thereto.
      Notwithstanding any other provision of this Section 2, if the managing
      underwriter notifies the Company in writing that the number of securities
      proposed to be included in the underwriting exceeds the number that can be
      sold in such underwriting without adversely affecting the marketability of
      the offering, the managing underwriter may limit the Registrable
      Securities to be included in such registration. The Company shall so
      advise the Holder and the other stockholders distributing their securities
      through such underwriting pursuant to piggyback registration rights
      similar to this Section 2, and the number of shares of Registrable
      Securities and other securities that may be included in the registration
      and underwriting shall be allocated among the Holder and any other
      participating stockholders in proportion, as nearly as practicable, to the
      respective amounts of Registrable Securities held by such Holder and other
      securities held by other stockholders at the time of filing the
      registration statement; provided that the aggregate amount of Registrable
      Securities held by each selling Holder included in the offering shall not
      be reduced below 20% of the total amount of securities included in that
      offering. To facilitate the allocation of shares in accordance with the
      above provisions, the Company or the underwriters may round the number of
      shares allocated to the Holder or other stockholders to the nearest 100
      shares. If any Holder disapproves of the terms of any such underwriting,
      he or she may elect to withdraw therefrom by written notice to the Company
      and the managing underwriter. Any securities excluded or withdrawn from
      such underwriting shall be withdrawn from such registration, and shall not
      be transferred in a public distribution prior to 180 days after the
      effective date of the registration statement relating thereto.

      2.3 Right to Terminate Registration. The Company shall have the right to
      terminate or withdraw any registration initiated by it under this Section
      2 prior to the effectiveness of such registration, whether or not any
      Holder has elected to include securities in such registration.

      2.4 Limitations on Piggyback Rights. Notwithstanding the provisions of
      this Section 2, no Holder shall have the right to have any Registerable
      Securities included in a registration by the Company of securities in
      connection with (i) a registration statement on Form S-8 (or my successor
      form) for securities to be offered to or
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      by employees of the Company pursuant to any employee benefit plan; (ii) a
      registration statement on Form S-4 (or any successor form) for securities
      to be offered in a Rule 145 or similar transaction; and (iii) the
      registration for resale of securities of the Company issued in connection
      with an acquisition of a business or assets related to a business having a
      purchase price of not more than $25 million.

                                   Section 3.
                               Demand Registration

      3.1 Demand Registration. If True North Communications Inc. ("True North"),
      on behalf of any Class B Holder, requests registration of shares of
      Registerable Securities held by the Class B Holders, then the Company will
      use commercially reasonable efforts to cause such shares to be registered
      as soon as practicable; provided, however, that (a) the Company shall not
      be required to effect any such registration within 90 days prior to the
      proposed filing of, and 90 days following the effective date of, a
      registration statement pertaining to an underwritten public offering of
      the Company's securities unless such registration statement was a
      registration contemplated in Section 2.4(iii) above or in the last
      sentence of Section 5 below, (b) such registration obligation shall be
      deferred for not more than 90 days if the Company furnishes the requesting
      holders with a certificate of the Chief Executive Officer of the Company
      stating that in the good faith judgment of the Company it would be
      detrimental to the Company or its stockholders for a registration
      statement to be filed in the near future, but the Company shall not be
      entitled to such deferral more than twice in any 12-month period and (c)
      the Company shall not be obligated to effect more than a total of two such
      demand registrations. Notwithstanding the foregoing, True North shall not
      request registration of shares of Registrable Securities or sell any
      shares of common stock of the Company for a period of up to 180 days
      following an underwritten public offering of the Company's Securities if
      requested in writing by the underwriters of such offering and if all
      officers and directors of the Company agree to similar restrictions on the
      sale of their shares; provided, however, that the foregoing restrictions
      shall not apply to the registration and sale of up to 95,000 shares of
      Registerable Securities.

      3.2 Underwritten Public Offering. In the case of a registration pursuant
      to this Section 3 that is proposed to be underwritten, the Company shall
      enter into an underwriting agreement with an investment banking firm or
      firms containing representations, warranties, indemnities and agreements
      then customarily included by an issuer in underwriting agreements with
      respect to secondary distributions. The Company shall not cause the
      registration under the Securities Act of any other shares of its Common
      Stock to become effective (other than registration of an employee benefit
      plan, or registration in connection with any Rule 145 or similar
      transaction) during the period beginning seven days prior to and ending 90
      days after the effectiveness of such registration, unless the underwriter
      or underwriters otherwise agree. Any registration pursuant to this Section
      3 that is proposed to be underwritten shall be underwritten by an
      underwriter of nationally-recognized standing.

                                   Section 4.
                              Form S-3 Registration

      4.1 Registrations on Form S-3. Class B Holders shall be entitled to
      request (an "S-3 Registration Request") an aggregate of two registrations
      of Registrable Securities then owned by such requesting Class B Holders on
      a Form S-3 registration statement under the Securities Act (an "S-3
      Registration"). The S-3 Registration Request must be made in writing and
      the S-3 Registration Request shall: (i) specify the number of shares
      intended to be offered and sold; (ii) describe the nature or method of the
      proposed offer and sale thereof; and (iii) contain the undertaking of the
      requesting Holders to provide all such information and materials and take
      all such action as may be required in order to permit the Company to
      comply with all applicable requirements of the SEC and to obtain any
      desired acceleration of the effective date of such registration statement.
      The Company shall, as soon as practicable, file a S-3 Registration and
      proceed to obtain all such qualifications and compliance as may be so
      requested and as would permit or facilitate the sale and distribution of
      all or such portion of the requesting Holders' Registrable Securities as
      are specified in the S-3 Registration Request, within 45 days after
      receipt of such written notice by the Company; provided, however, that the
      Company shall not be obligated to effect any such registration,
      qualification or compliance, pursuant to this Section 4 if: (i) Form S-3
      is not available for such offering by the requesting Holders; (ii) the
      requesting Holders, together with the holders of any other securities of
      the Company entitled to inclusion in such registration, propose to sell
      Registrable Securities and such other securities (if any) at an aggregate
      gross price to the public of less than $50 million (or such lesser
      aggregate gross price to the public if such amount constitutes the
      aggregate gross
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      price of all remaining Registrable Securities then held by the Holders and
      proposed to be registered); or (iii) the Company has, within the six-month
      period preceding the date of such request, already effected a registration
      on Form S-3 for any Holder pursuant to this Section 4. The Company shall
      use commercially reasonable efforts to make Form S-3 available for the
      registration of Registerable Securities pursuant to this Section 4.

      4.2 Limitations. Notwithstanding the foregoing, if at the time of any
      request to register Registrable Securities pursuant to this Section 4, the
      Company is engaged, or has fixed plans to engage in any activity that, in
      the good faith determination of the Company, would make it detrimental to
      the Company or its stockholders for a registration statement to be filed
      in the near future, then the Company may, at its option, direct that such
      request be delayed for a period not in excess of 90 days from the
      effective date of such material activity. Such rights to delay a request
      to file a registration statement may not be exercised by the Company more
      than twice in any 12-month period. In addition, if any event occurs or
      fact exists that results in the prospectus included in any registration
      statement filed pursuant to this Section 4 containing an untrue statement
      of material fact or omitting any fact necessary to make the statements
      therein not misleading, the Company shall have the right, by written
      notice to the Holders, to suspend sales under the registration statement
      until it has complied with the provisions of clause (viii) of Section 6
      hereof, provided that the Company shall not have the right to suspend
      sales under the registration statement pursuant to the immediately
      preceding sentence for not more than 90 consecutive days or for more than
      180 days in any 12-month period.

      4.3 Duration of Effectiveness. A registration shall not count as one of
      the permitted registrations under this Section 4 until it has become and
      remains effective for a period of not less than 90 days; provided that, in
      any event, the Company shall pay all expenses in connection with any such
      registration whether or not it has become effective and whether or not
      such registration has counted as one of the permitted registrations.

                                   Section 5.
                            Other Registration Rights

Except as provided in this Agreement, the Company shall not grant to any Persons
the right to request the Company to register any equity securities of the
Company, or any securities convertible or exchangeable into or exercisable for
such securities, without the prior written consent of the holders of at least
50% of the Class A Holders and of the Class B Holders; provided that the Company
may grant rights to other Persons to (i) participate in Piggyback Registrations
so long as such rights are subordinate to the rights of the holders of
Registrable Securities with respect to such Piggyback Registrations and (ii)
request registrations so long as the holders of Registrable Securities are
entitled to participate in any such registrations with such Persons pro rata on
the basis of the number of shares owned by each such holder. Notwithstanding the
foregoing or anything to the contrary in this Agreement, the parties hereto
acknowledge and agree that the Company may grant registration rights to General
Electric Capital Corporation with respect to up to 95,000 shares of Class A
Common Stock without regard to the provisions of this Agreement.

                                   Section 6.
                             Obligations of Company

Whenever the Company is required by the provisions of this Agreement to use
commercially efforts to effect the registration of the Registrable Securities,
the Company shall: (i) prepare and, as soon as possible, file with the SEC a
registration statement with respect to the Registrable Securities, and use
commercially efforts to cause such registration statement to become effective
and to remain effective until the earlier of the sale of the Registrable
Securities so registered or 180 days subsequent to the effective date of such
registration; (ii) furnish to counsel for the Holders prior to filing copies of
all registration statements proposed to be filed pursuant to the requirements of
this Agreement; (iii) notify Holders of the effectiveness of any registration
statement required to be filed pursuant to this Agreement; (iv) prepare and file
with the SEC such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to make and to
keep such registration statement effective and to comply with the provisions of
the Securities Act with respect to the sale or other disposition of all
securities proposed to be registered in such registration statement until the
earlier of the sale of the Registrable Securities so registered or 180 days
subsequent to the effective date of such registration statement; (v) furnish to
any Holder such number of copies of any prospectus (including any preliminary
prospectus and any amended or supplemented prospectus), in conformity with the
requirements of the Securities Act, as such Holder may reasonably request in
order to effect the offering and sale of the Registrable Securities to be
offered and sold, but only while the Company shall be required under the
provisions hereof to cause the registration statement to remain current; (vi)
use commercially reasonable efforts to register or qualify the Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such states as Holder shall reasonably request, maintain any such
registration or qualification current until the earlier of the sale of the
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Registrable Securities so registered or 180 days subsequent to the effective
date of the registration statement, and take any and all other actions either
necessary or reasonably advisable to enable Holders to consummate the public
sale or other disposition of the Registrable Securities in jurisdictions where
such Holders desire to effect such sales or other disposition; (vii) take all
such other actions either necessary or reasonably desirable to permit the
Registrable Securities held by a Holder to be registered and disposed of in
accordance with the method of disposition described herein; (viii) notify each
seller of Registrable Securities, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading, and, subject to
Sections 3.1 and 4.2 above, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading; (ix) cause all
such Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed; (x) enter into such
customary agreements (including underwriting agreements in customary form) and
take all such other actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities; (xi)
make available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees and independent accountant to supply all information
reasonably requested by any such seller, underwriter, attorney, accountant or
agent in connection with such registration statement; and, (xii) in the event of
the issuance of any stop order suspending the effectiveness of a registration
statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any common stock included in such
registration statement for sale in any jurisdiction, the Company shall use its
best efforts promptly to obtain the withdrawal of such order. Notwithstanding
the foregoing, the Company shall not be required to register or to qualify an
offering of the Registrable Securities under the laws of a state if as a
condition to so doing the Company is required to qualify to do business or to
file a general consent to service of process in any such state or jurisdiction,
unless the Company is already subject to service in such jurisdiction.

                                   Section 7.
                            Expenses of Registration

The Company shall pay all of the fees and expenses incurred in connection with
any registration statement that is initiated pursuant to this Agreement,
including, without limitation, all SEC and blue sky registration and filing
fees, printing expenses, transfer agent and registrar fees, the fees and
disbursements of the Company's outside counsel and accountants. In addition, any
underwriting discounts, fees and disbursements of any additional counsel to the
Holders, selling commissions and stock transfer taxes applicable to the
Registrable Securities registered on behalf of Holders shall be borne by the
Holders of the Registrable Securities included in such registration.

                                Section 8.Section
                                 Indemnification

      8.1 The Company. To the extent permitted by law, the Company will
      indemnify Holders and each person controlling Holders within the meaning
      of Section 15 of the Securities Act, and each underwriter if any, of the
      Company's securities, with respect to any registration, qualification or
      compliance which has been effected pursuant to this Agreement, against all
      expenses, claims, losses, damages or liabilities (or actions in respect
      thereof), including any of the foregoing incurred in settlement of any
      litigation, commenced or threatened, arising out of or based on any untrue
      statement (or alleged untrue statement) of a material fact contained in
      any registration statement, prospectus, offering circular or other
      document, or any amendment or supplement thereto, incident to any such
      registration, qualification or compliance, or based on any omission (or
      alleged omission) to state therein 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, or any violation by
      the Company of any rule or regulation promulgated under the Securities Act
      applicable to the Company in connection with any such registration,
      qualification or compliance, and the Company will reimburse Holders and
      each person controlling Holders, and each underwriter, if any, for any
      legal and any other expenses reasonably incurred in connection with
      investigating, preparing or defending any such claim, loss, damage,
      liability or action, provided that the Company will not be liable in any
      such case to the extent that any such claim, loss, damage, liability or
      expense arises out of or is based on any untrue statement or omission or
      alleged
<PAGE>

      untrue statement or omission, made in reliance upon and in conformity with
      written information furnished to the Company by such Holder or controlling
      person or underwriter seeking indemnification.

      8.2 Holders. To the extent permitted by law, each Holder will, if
      Registrable Securities held by such Holder are included in the securities
      as to which such registration, qualification or compliance is being
      effected (the "Indemnifying Holder"), indemnify the Company, each of its
      directors and officers and each person who controls the Company within the
      meaning of Section 15 of the Securities Act, and each underwriter, if any,
      of the Company's securities with respect to any registration,
      qualification or compliance which has been effected pursuant to this
      Agreement, against all expenses, claims, losses, damages and liabilities
      (or actions in respect thereof), arising out of or based on any untrue
      statement (or alleged untrue statement) of a material fact contained in
      any such registration statement, prospectus, offering circular or other
      document, or any amendment or supplement thereto, incident to any such
      registration, qualification or compliance, or based on any omission (or
      alleged omission) to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by such Indemnifying Holder of any rule or regulation
      promulgated under the Securities Act applicable to such Indemnifying
      Holder in connection with any such registration, qualification or
      compliance, and the Indemnifying Holder will reimburse the Company, such
      directors and officers and each person controlling Company and each
      underwriter, if any, for any legal or any other expenses reasonably
      incurred in connection with investigating, preparing or defending any such
      claim, loss, damage, liability or action, in each case to the extent, but
      only to the extent, that such untrue statement (or alleged untrue
      statement) or omission (or alleged omission) is made in such registration
      statement, prospectus, offering circular or other document, or any
      amendment or supplement thereto, incident to any such registration,
      qualification or compliance, in reliance upon and in conformity with
      written information furnished to the Company by such Indemnifying Holder,
      provided that in no event shall any indemnity under this Section 8.2
      exceed the gross proceeds of the offering received by such Indemnifying
      Holder.

      8.3 Defense of Claims. Each party entitled to indemnification under this
      Section 7 (the "Indemnified Party") shall give notice to the party
      required to provide indemnification (the "Indemnifying Party") promptly
      after such Indemnified Party has actual knowledge of any claim as to which
      indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom,
      provided that counsel for the Indemnifying Party, who shall conduct the
      defense of such claim or litigation, shall be approved by the Indemnified
      Party (whose approval shall not unreasonably be withheld), and the
      Indemnified Party may participate in such defense at such party's expense;
      provided, however, that the Indemnifying Party shall pay such expense if
      representation of the Indemnified Party by counsel retained by the
      Indemnifying Party would be inappropriate due to actual or potential
      differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding, and provided further that
      the failure of any Indemnified Party to give notice as provided herein
      shall not relieve the Indemnifying Party of its obligations under this
      Section 8 unless the failure to give such notice is materially prejudicial
      to an Indemnifying Party's ability to defend such action. No Indemnifying
      Party, in the defense of any such claim or litigation shall, except with
      the consent of each Indemnified Party which consent shall not be
      unreasonably withheld, consent to entry of any judgment or enter into any
      settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect to such claim or litigation. No Indemnifying
      Party shall be required to indemnify any Indemnified Party with respect to
      any settlement entered into without such Indemnifying Party's prior
      written consent.

                                   Section 9.
                              Termination of Rights

Unless otherwise specified herein, the rights and provisions of this Agreement
shall terminate as to all Holders on the third anniversary of the date hereof;
provided, however, that if the filing of any registration statement required to
be filed pursuant to this agreement is delayed or sales of Registrable
Securities are suspended, the termination date of the rights of the Holders
under this Agreement will be extended for a period of time equal to such delay
or suspension.

                                   Section 10.
                                  Miscellaneous
<PAGE>

      10.1 Assignment. The rights to cause the Company to register Registrable
      Securities granted to the Class B Holders by the Company under this
      Agreement may be transferred or assigned by the Class B Holders to (i) any
      corporation owning not less than 75% of the equity interests of a Class B
      Holder or (ii) a majority-owned subsidiary of a Holder; provided that the
      Company is given written notice at the time of or within a reasonable time
      after said transfer or assignment, stating the name and address of the
      transferee or assignee and identifying the securities with respect to
      which such registration rights are being transferred or assigned; provided
      further, that the transferee or assignee of such rights assumes the
      obligations of such Class B Holder under this Agreement. The rights to
      cause the Company to register Registrable Securities granted to the Class
      A Holders by the Company under this Agreement may be transferred or
      assigned by the Class A Holders to an Affiliate of such Class A Holder.
      Subject to the preceding two sentences, this Agreement shall be binding
      upon and shall inure to the benefit of the parties hereto and their
      respective successors and assigns. Any transferee or assignee shall
      thereafter be treated as a Holder, subject to the limitations herein.
      Until the Company receives actual notice of any transfer or assignment, it
      shall be entitled to rely on the then existing list of Holders and the
      failure to notify the Company of any transfer or assignment shall not
      affect the validity of a notice properly given by the Company to the
      Holders pursuant to lists maintained by the Company.

      10.2 Governing Law. This Agreement shall be governed by and construed
      under the laws of the State of New York as applied to agreements entered
      into solely between residents of and to be performed entirely within, such
      state.

      10.3 Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

      10.4 Titles and Subtitles. The titles and subtitles used in this Agreement
      are used for convenience only and are not to be considered in construing
      or interpreting this Agreement.

      10.5 Notices.

           (a) All notices, requests, demands and other communications under
this Agreement or in connection herewith shall be given to or made upon the
Holder at the addresses set forth in the Company's records and, if to the
Company, at the address previously furnished by the Company to the Holders,
addressed to the attention of the Chief Financial Officer.

           (b) All notices, requests, demands and other communications given or
made in accordance with the provisions of this Agreement shall be in writing,
and shall be sent by airmail, return receipt requested, or by facsimile with
confirmation of receipt, and shall be deemed to be given or made when receipt is
so confirmed.

           (c) Any party may, by written notice to the other, alter its address
or respondent, and such notice shall be considered to have been given three (3)
days after the airmailing or faxing thereof.

      10.6 Amendments and Waivers. Any term of this Agreement may be amended or
      any right hereunder waived with the written consent of the Company and the
      Holders of at least a majority of the outstanding Registrable Securities.
      Any amendment or waiver effected in accordance with this Section 10.6
      shall be binding upon the Holders and each transferee of the Registrable
      Securities, each future holder of all such Registrable Securities, and the
      Company.

      10.7 Severability. If one or more provisions of this Agreement are held to
      be unenforceable under applicable law, portions of such provisions, or
      such provisions in their entirety, to the extent necessary, shall be
      severed from this Agreement, and the balance of the Agreement shall be
      interpreted as if such provision were so excluded and shall be enforceable
      in accordance with its terms.

      10.8 Delays or Omissions. No delay or omission to exercise any right,
      power or remedy accruing to any party to this Agreement, upon any breach
      or default of the other party, shall impair any such right, power or
      remedy of such non-breaching party nor shall it be construed to be a
      waiver of any such breach or default, or an
<PAGE>

      acquiescence therein, or of any similar breach or default thereafter
      occurring; nor shall any waiver of any single breach or default be deemed
      a waiver of any other breach or default theretofore or thereafter
      occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be made in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement, or by law or otherwise afforded to
      any Holder, shall be cumulative and not alternative.

      10.9 Entire Agreement. This Agreement and the documents referred to herein
      constitute the entire agreement between the parties hereto pertaining to
      the subject matter hereof and any other written or oral agreements between
      the parties hereto are expressly canceled.

      10.10 No Inconsistent Agreements. The Company shall not hereafter enter
      into any agreement with respect to its securities which is inconsistent
      with or violates the rights granted to the holders of Registrable
      Securities in this Agreement.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.

COMPANY:                                CLASS A HOLDERS:
                                        /s/: G. M. O'Connell
MODEM MEDIA . POPPE TYSON, INC.         /s/: Robert Allen
                                        /s/: Douglas Ahlers
/s/ G. M. O'Connell
Title: Chief Executive Officer

***REGISTRATION RIGHTS AGREEMENT***
<PAGE>

                                        CLASS B HOLDERS:

                                        /s/: Gary Chester
                                        Title: Vice President, Assistant
                                               Treasurer
                                        Foote, Cone & Belding Advertising, Inc.


                                        /s/: Gary Chester
                                        Title: Vice President, Secretary
                                        Foote, Cone & Belding, Inc.


                                        /s/: Gary Chester
                                        Title: Vice President, Treasurer
                                        R/GA Media Group, Inc.


                                        /s/: Gary Chester
                                        Title: Secretary
                                        TN Technologies, Inc.


                                        /s/: Gary Chester
                                        Title: Vice President, Taxes
                                        True North Communications, Inc.


***REGISTRATION RIGHTS AGREEMENT***