EXHIBIT 4.21

                      TRANSLATION FROM THE ORIGINAL SPANISH

           NOVATION OF CLAUSE 6.3 OF THE SENIOR-MANAGEMENT EMPLOYMENT
         AGREEMENT, SIGNED BY AND BETWEEN MEDIA PLANNING GROUP, S.A. AND
                     MR. LEOPOLDO RODES, ON JANUARY 20, 2001

                                              In Barcelona, on December 19, 2005

                                     WHEREAS

Party of the first part:

MR. FERNANDO RODES, of legal age, with ID 46.219.948-E,  agent of MEDIA PLANNING
GROUP, S.A., a Spanish company with domicile in Barcelona, C/ Dr. Fleming, 17.

Hereinafter this party shall also be called COMPANY.

Party of the second part:

MR. LEOPOLDO RODES, of legal age, with domicile in Barcelona,  calle Sor Eulalia
de Anzizu,  59, holder of national  identification  document number  36210822-J,
acting on his own behalf and interest. Hereinafter he shall be called MANAGER.

                                    REPRESENT

I.  That  both  parties  have  signed  a  special  Senior-Management  employment
agreement dated January 20, 2001 (hereinafter the AGREEMENT).

II. That in virtue of such agreement, and given the special position of trust of
the office held by Mr.  Leopoldo  Rodes,  it was agreed in Clause 6.3, as one of
the causes of  indemnified  termination  of the  AGREEMENT at Senior  Management
levels,  that MANAGER may terminate the agreement when, for whatever reason, the
Chairman  & CEO of Havas  Advertising,  S.A.,  Mr.  Alain de  Pouzilhac,  ceased
providing his services to Havas Advertising, S.A.


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III.  That on June 21,  2005,  Mr. Alain de  Pouzilhac,  Chairman & CEO of Havas
Advertising,  S.A.,  ceased  providing  services  to  Havas  Advertising,  S.A.,
fulfilling on that date the condition agreed in the aforementioned Clause 6.3 to
terminate with indemnification the MANAGER's senior-management agreement.

IV. That,  notwithstanding  the  aforesaid,  and keeping in mind the current and
past circumstances of the company, for exceptional  reasons,  both parties agree
that the  six-month  term to be calculated  from the effective  departure of Mr.
Alain de  Pouzilhac  should be extended,  wherefore  both parties have agreed to
novate  the  content  of Clause  6.3 of the  Senior-Management  agreement  dated
January 20, 2001.

V. That this  novation  shall  only  affect  the  content  of Clause  6.3 of the
AGREEMENT, insofar as extending the term for MANAGER to be able to terminate his
employment agreement with a right to the indemnification agreed in Clause 6.1 of
the AGREEMENT.  Pursuant to the aforesaid,  the  effectiveness  of the remaining
conditions stipulated in the aforementioned AGREEMENT is retained.

VI. That this novation to the senior-management  agreement signed by the Parties
on January  20,  2001 has been  considered  and  approved  in advance by (i) the
HAVAS, S.A. Compensation Committee;  and (ii) by the Board of Directors of Media
Planning Group S.A., through a board resolution dated December 19, 2005.

Now, therefore, both parties freely agree to novate Clause 6.3 of the AGREEMENT,
pursuant to the following

                                     CLAUSES

FIRST. That the content of Clause 6.3 of the Senior-Management  Agreement signed
by and  between  the  Parties  on January  20,  2001 is  amended,  and now reads
pursuant to the following terms:

"Clause 6.3

      Manager  may  likewise  terminate  the  agreement  with  a  right  to  the
      indemnification  agreed in Clause 6.1 when,  for any  reason,  the current
      Chairman & CEO of Havas Advertising,  S.A., Mr. Alain de Pouzilhac, ceases
      to perform his services at Havas  Advertising,  S.A.,  provided  that such
      termination


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      occurs within the eighteen months  following the  aforementioned  removal,
      severance or executive termination of the functions of Chairman & CEO."

SECOND.  That inasmuch as the effective severance of Mr. Alain de Pouzilhac took
place on June 21, 2005, the Senior Manager shall have a period of up to December
21,  2006,  inclusive,  to be  able to  exercise  termination  of his  agreement
pursuant  to  Clause  6.3 of the new  wording  given  thereto  by this  novation
agreement.

THIRD. That this novation amending the employment agreement shall take effect on
the date this agreement is signed,  and it shall affect only the novated clause,
the  remainder  of  the  content  of  the  aforementioned   agreement  remaining
unchanged.

And in witness whereof, this document is signed in duplicate copies at the place
and on the date indicated in the heading.


/s/ Fernando Rodes                                  /s/ Leopoldo Rodes
Signed                                              Signed
MEDIA PLANNING GROUP, S.A.                          MANAGER
Fernando Rodes                                      Leopoldo Rodes


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