EXHIBIT 4.20

                      TRANSLATION FROM THE ORIGINAL SPANISH

                              EMPLOYMENT AGREEMENT
                           ENTERED INTO BY AND BETWEEN
                MEDIA PLANNING GROUP, S.A. AND Mr. Fernando Rodes

                                ----------------

                   Agreement signed by and between the parties
                  under the scope of the provisions of Article
                         2.1.a) of the Employee Act and
                    of Royal Decree 1382/1985, dated August 1

                                ----------------

                           Barcelona, January 20, 2001

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    ------------------------ EMPLOYMENT AGREEMENT --------------------------

                                     SUMMARY

I.    THE PARTIES

II.   REPRESENTATIONS

III.  CLAUSES

Clause 1st. Appointment and Legal Regime

Appointment and Objective of the Agreement
Powers of the Manager
Hierarchical Dependency: Reporting and Rendering of Accounts
Start and Duration
Social Security Regime

Clause 2nd. Economic Regime

Salary
Automobile
Work-Related Expenses
Review and Determination of Economic Conditions

Clause 3rd. Employment Conditions

Hours
Holidays and Vacations
Ethical Duties

Clause 4th. Dedication, Confidentiality, Reservation of Ownership and
Non-Competition Agreement

Dedication
Confidentiality
Reservation of Intellectual and Industrial Property
Non-Competition
Penalization
Reporting Obligation
Specific Obligations
Scope of Application

Clause 5th. Social Security

Temporary Disability
Retirement
Widowhood and Orphandom

Clause 6th. Termination and Suspension of Agreement

Indemnification to Manager
Advance Notification
Suspension of Agreement
Company Succession

Clause 7th. Legislation


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    ------------------------ EMPLOYMENT AGREEMENT --------------------------

Clause 8th. Jurisdiction


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In Barcelona, on January 20, 2001

                                        I

                                   THE PARTIES

Party of the first  part,  Media  Planning  Group,  S.A.,  a company  of Spanish
nationality,  legally  domiciled  in  Barcelona,  Dr.  Fleming,  No. 17,  herein
represented by Mr. Leopoldo Rodes,  of legal age and Spanish  nationality,  with
domicile  in  Barcelona,  calle Sor  Eulalia de Anzizu,  59,  holder of national
identification  document number 36.210.822-J,  and by Mr. Alain de Pouzilhac, of
legal  age  and  of  French  nationality,  with  domicile  in  Paris,  21 rue de
Miromesnil,  holder of passport number 753.197.031.529,  who represent that they
are fully authorized to sign the present  Agreement in virtue of the decision by
the Board of Directors of Media  Planning  Group,  S.A. of March 30, 2000.  This
party may hereinafter be called Contracting Party or MPG.

Party  of the  second  part, Mr.  Fernando  Rodes,  of  legal  age,  of  Spanish
nationality,  with professional  domicile in Barcelona,  calle Dr. Fleming,  17,
holder of national identification document number 46.219.948-E, who acts on /his
own behalf and interest. This party may hereinafter be called Manager.


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                                       II

                                    REPRESENT

That Manager has held Senior Management  positions in different companies in the
Media Planning Group since January 1, 1994,  having  undertaken his professional
career as a Manager in different Group companies.

That the work  performed  by  Manager  falls  within  and is  coherent  with the
precepts  contained in Royal Decree 1382/1985,  of August 1, which regulates the
special-nature employment relationship of senior management personnel.

That the  employment  relationship  existing  between the parties  continues  in
effect,  pursuant  to the  conditions  which have  heretofore  been  applicable,
agreeing in the agreement now being signed the new conditions which shall govern
the employment  relationship  starting from the effective date,  pursuant to the
provisions of Clause 1.7 of this agreement.

That the purpose of both parties has always been and now  likewise  continues to
be that the assumption of management functions,  including the tasks of director
in the company Media  Planning  Group,  S.A., or in any Group Company by Manager
may not prejudice his labor rights,  the stability of his job nor the conditions
of his severance.

And, by common accord,  the parties,  mutually  recognizing  the necessary legal
standing   to  bind   themselves,   have   agreed  to   formalize   the  present
Senior-Management  agreement  under the scope  established in Article 4.1 of the
aforementioned Royal Decree 1382/1985, being governed by the following


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                                       III

                                     CLAUSES

      Clause 1st. Appointment and Legal Regime

      Appointment and Objective of the Agreement

1.1   Manager  performs and shall continue  performing the functions of a Senior
      Manager in Media  Planning  Group,  S.A.,  pursuant to the  conditions and
      terms established in this Agreement.

1.2   The   parties   define   the  legal  bond   between   them  as  a  special
      senior-management relationship,  pursuant to the provisions of Art. 2.1.a)
      of the Amended  Text of the  Employee  Act,  and Art.  1.2 of Royal Decree
      1382/1985, of August 1.

      Powers of the Manager

1.3   Manager, during the performance of his position, holds the broadest powers
      for the performance of his function.  To this end, Contracting Party shall
      at all times keep in effect the corresponding notarized powers of attorney
      inherent  to the legal  control of the  Company and related to the general
      objectives  thereof,  which  he  shall  exercise  with  autonomy  and full
      responsibility  only  limited by the  judgments  and  direct  instructions
      derived  from  the  supreme  government  and  administrative  body  of the
      Company.

1.4   Likewise,  the notarized powers of attorney required to perform management
      activities in the affiliate companies with whose management he is charged,
      shall be granted and formalized.

      Hierarchical Dependency: Reporting and Rendering of Accounts

1.5   Manager,  during the performance of his position,  shall report and render
      accounts directly and exclusively to MPG's Board of Directors.

      Start and Duration

1.6   The  Special  Senior-Management  Employment  Relationship  governed by the
      present  agreement  has an indefinite  duration from its start,  expressly
      recognizing seniority from January 1, 1994.

1.7   The effectiveness of this agreement is subject to the effective  execution
      of  the  "Agreement  to  Contribute"  signed  today  by  and  among  Havas
      Advertising,  S.A. and the remaining stockholders of Media Planning Group,
      S.A.

      If the condition  precedent  stipulated in the preceding paragraph is met,
      the  present  agreement  shall take  effect on the  "Completion  date" (as
      defined in the "Agreement to  Contribute"),  and it shall take full effect
      from January 1, 2000.


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      Social Security Regime

1.8   Contracting  Party shall enroll Manager in such Social  Security Regime as
      at all  times  appertains  pursuant  to  current  law,  in  virtue  of his
      special-nature labor relationship.

      Clause 2nd. Economic Regime

      Salary

2.1   FIXED  CONTRIBUTION:  Manager  shall  receive  for his  services an annual
      compensation of a fixed nature in the following amount:

      o     Year 2000: FIFTY MILLION PESETAS (Ptas. 50,000,000)

      o     Year 2001: FIFTY-FIVE MILLION PESETAS (Ptas. 55,000,000)

      The aforementioned  compensation of a fixed nature shall be distributed in
      12 monthly payments of an identical amount,  which shall be paid by months
      completed.  This compensation is understood to be without prejudice to the
      bonus  indicated in the  following  paragraph  and other  supplements  and
      incentives as may be established in the future.

2.2   BONUS: In addition to the fixed compensation,  Contracting Party shall pay
      Manager an annual bonus as a function of his personal  performance and the
      objectives established by Contracting Party.

2.3   REPRESENTATION EXPENSES: As representation expenses, these being construed
      as all those  necessary for the  performance of the position,  Manager may
      dispose of an annual amount of EIGHT MILLION  PESETAS  (8,000,000  Ptas.).
      The aforementioned amount shall be increased by 10% per year.

2.4   PROFIT-SHARING:  In addition to the amounts  established  in the preceding
      sections,  Manager  shall  have a right to receive 5% on the excess of the
      consolidated  pretax profit of Media Planning  Group,  S.A.,  budgeted for
      each of the fiscal years.

      Automobile

2.5   The  Contracting  Party shall  provide a vehicle to the Manager so that he
      may be able to perform his functions adequately, and said vehicle shall be
      charged to the  Contracting  Party and  insured  against  all risks by the
      same, pursuant to the company's policy in this regard.

      Work-Related Expenses

2.6   Contracting  Party shall  provide to Manager,  at its expense,  a portable
      telephone for his exclusive use.

2.7   Manager's  travel  expenses  which  result  from  the  performance  of his
      functions shall be borne by Contracting Party. To that end,


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      Contracting  Party shall provide  Manager with a company credit card which
      he may use to pay for work-related expenses.

      Review and Determination of Economic Conditions

2.8   The  review  and   updating  of   Manager's   economic   conditions,   the
      determination of the amounts of those that are variable in nature, and the
      negotiation of new conditions  shall be undertaken by Contracting  Party's
      Board of Directors.  However, Manager's different compensation items shall
      be reviewed at least in the IPC.

      Clause 3rd. Employment Conditions

      Hours

3.1   Manager  shall not be  subject to a  specific  work day or times,  without
      prejudice  to his  obligation  to perform  his own tasks for his  position
      under the principles of  effectiveness,  good faith, and  confidentiality,
      and taking  into  consideration  at all times the legal  precepts  in this
      regard for the rest of the staff.

      Holidays and Vacations

3.2   Manager  shall also not be subject to a work  schedule  for  holidays  and
      vacations,  without  prejudice  to  his  right  to  enjoy,  in  an  annual
      calculation,  one and the other,  for a specific number of days never less
      than the minimum established in the general legal or contractual precepts.
      Manager shall organize his holidays and vacation in his prudent  judgment,
      but always taking into  consideration  the interests of Contracting  Party
      and pursuant to the Board of Directors.

      Ethical Duties

3.3   Manager shall provide his services  pursuant to the nature of his position
      and functions  with due  diligence and pursuant to the  principles of good
      faith, integrity, and loyalty.

      Clause 4th.  Dedication,  Confidentiality,  Reservation  of Ownership  and
      Non-Competition Agreement

      Dedication

4.1   Manager shall perform his employment obligations on a full-time basis, and
      therefore  may not enter  into  other  employment  agreements  with  other
      companies while the employment relationship subsists,  except upon express
      authorization from Contracting Party's Board of Directors.

4.2   Notwithstanding,  Manager may dedicate  himself to the  management  of his
      assets and wealth, and belong to corporate management bodies of other


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      companies  not in the  Group  insofar  as  such  does  not  prejudice  his
      performance,  and with the knowledge of this  circumstance by the Board of
      Directors.

4.3   Likewise,  without  the  knowledge  of this  circumstance  by the Board of
      Directors, Manager is not authorized to hold, directly or indirectly, more
      than 50% of the stock of a company  which  competes  with the  Contracting
      Party, provided that as a result of the aforementioned  ownership of stock
      Manager exercises any type of influence on the management of the competing
      company.

      Confidentiality

4.4   Manager acknowledges:

      -     that in the performance of the employment  commitments stipulated in
            this Agreement,  he may have access to confidential  information (as
            defined   below   and   hereafter    designated   as   "Confidential
            Information").

      -     that the  activities  to be  performed  by him in  execution of this
            Agreement shall result in direct contacts with  Contracting  Party's
            customers,  and  therefore  Manager  may have  access  to  technical
            knowledge, business practices, and in general to contracting party's
            and its customers' confidential information; and

      -     that this  confidential  information  constitutes one of Contracting
            Party's principal assets,  and therefore it is within the legitimate
            general interest thereof to include a confidentiality clause in this
            Agreement.

4.5   Pursuant  to the  aforesaid,  Manager  agrees to respect  and  protect the
      Confidential Information, and at the same time subjects himself to all the
      terms and conditions of this confidentiality  clause, without prejudice to
      any other  agreement  which is more  favorable  to the  protection  of the
      Confidential Information.

4.6   In particular, Manager undertakes to keep confidential all oral or written
      information  which he may  create,  use,  receive,  or possess  while this
      Agreement is in effect, whether information of a conceptual,  creative (in
      the advertising sense of this term), technical, accounting, administrative
      nature or other type of  information,  regardless of its current or future
      medium,  and whose  existence  and/or content is confidential or is deemed
      confidential  or of appreciable  value by  Contracting  Party and to which
      Manager  has  access  within  the  context  of  the  performance  of  this
      agreement.  In particular,  the present obligation refers to the following
      information:

      -     any of contracting party's Data Processing,  either for internal use
            or to be used by one of its customers;

      -     any methodology  developed by Contracting  Party,  both to cover its
            own needs and those of its customers,  either a methodology  applied
            to   management,    personnel   management,   creation,   commercial
            environment,  purchase  of  media/spaces,   audiovisual  production,
            administration, legal or financial activities, etc.


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      -     any transmission of information of a commercial nature or related to
            research,  finance  (preferably  that  related  to  markets,  sales,
            profit, prices, customer and supplier lists, compensation, etc.).

4.7   Manager  undertakes,  except for legal or  contractual  exceptions in this
      regard,  not to acquire any type of  ownership  rights over all or part of
      the Confidential Information or information of value to Contracting Party,
      which is and shall  continue to be the exclusive  property of  Contracting
      Party or of Third Parties (as applicable).

4.8   Likewise,  Manager  recognizes and agrees that ownership of all media that
      contains Confidential Information (principally files, letters,  memoranda,
      notes, reports, lists, plans, drawings, mock-ups, prototypes, photographs,
      recordings,  computer  media of any type, as well as any other  elements),
      that  Manager  may  have in his  possession,  or use or have  temporarily,
      belong   exclusively  to  Contracting   Party  or  to  Third  Parties  (as
      applicable).

4.9   Manager  also  agrees not to use or exploit the  Confidential  Information
      (including  the media on which it is found) for any purpose other than the
      needs and objectives derived from his employment relationship, except upon
      express written authorization from Contracting Party.

4.10  As a result,  during and after the duration of this Agreement  (regardless
      of the reason for its termination), Manager undertakes:

      i)    Not to disclose, publish, reveal, transmit, transfer, or communicate
            to third parties all or part of the confidential information;

      ii)   Not to use or exploit  all or part of the  Confidential  Information
            for any purposes  other than those  stipulated in this  Agreement or
            authorized in writing by Contracting Party.

      iii)  Not to reproduce  or make copies of all or part of the  Confidential
            Information, except to save the content or file thereof on behalf of
            Contracting Party.

      Furthermore,  Manager  may not keep for himself any copy of all or part of
      the  Confidential  Information  and he  shall  proceed,  upon  request  by
      Contracting  Party,  to  return  or  destroy  the  aforementioned  copies,
      regardless of their nature.

      Reservation of Intellectual and Industrial Property

4.11  Manager  assigns to Contracting  Party all the rights to exploit any works
      subject to protection under the scope of intellectual property, created by
      Manager during the term of this agreement in virtue of his relationship to
      Contracting Party, or inherent to its activities,  exclusively,  including
      the rights to reproduce, distribute, communicate publicly, and transform.

4.12  Inventions of any type which are patentable or protectable made by Manager
      during the term of this agreement


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      shall belong to Contracting  Party,  provided that such inventions are the
      result of a research  activity forming part,  expressly or implicitly,  in
      whole or in part, of the objective of this agreement.

4.13  Likewise,  Contracting Party shall have a right to assume ownership of the
      inventions subject to protection,  or to reserve for itself a right of use
      thereon,  if,  even  if not an  inventive  activity  forming  part  of the
      objective of this  agreement,  such inventions are related to the activity
      of  Manager  at  Contracting   Party  and  the   obtainment   thereof  was
      predominantly  influenced by knowledge  acquired by him within Contracting
      Party,  and provided  that Manager is made aware of its decision to assume
      ownership  or reserve for itself any right of use within a period of three
      (3) months from receipt by Contracting Party of the notification.

4.14  Except in the cases  imperatively  stipulated  by the Patent Act,  Manager
      shall not have a right to any additional  compensation  whatsoever for the
      assignment of the rights,  inventions,  and innovations  stipulated in the
      preceding paragraphs.

      Non-Competition

4.15  During the duration of this  agreement,  and for a period of two (2) years
      from the termination date hereof for any cause, Manager undertakes:

      (i)   Not to perform any work in connection with any type of advertising /
            advertising   account  business   (hereinafter  called  "advertising
            accounts") or with potential  clients,  either on his own behalf and
            interest or through any company where Manager  exercises  management
            responsibilities or in which he has interests;

      (ii)  Not to  participate in commercial  acts  competing with  Contracting
            Party;

      (iii) Not  to  request   directly  or  indirectly  that  any  employee  of
            Contracting Party leave his current employment with the company.

      The "advertising accounts" and "potential clients" of this clause refer to
      the  advertising   accounts  of  public  or  private  companies  to  which
      Contracting  Party has provided  consulting or other  services  during the
      twelve (12) months prior to the termination of this agreement.

4.16  If  Contracting  Party's  clients  are  international   clients,   Manager
      acknowledges  that  Contracting   Parties  may  apply  the  aforementioned
      employment non-competition stipulations internationally.

4.17  For such legal  effects as are  applicable,  it is  construed  that 15% of
      Manager's  fixed  compensation  is to compensate for the  post-contractual
      non-competition obligation stipulated in the preceding paragraphs.

      Penalties


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4.18  Any breach by Manager of the  obligations  included in this article  shall
      give  rise  to  minimum  indemnification  equal  to one  year's  worth  of
      Manager's  fixed  compensation  at the time  the  breach  occurs,  without
      prejudice to claiming greater amounts in the corresponding judicial forum.

      Reporting Obligation

4.19  Manager  undertakes  to inform  interested  third  parties  regarding  his
      non-competition and confidentiality obligations.

      Specific Obligations

4.20  Manager  undertakes  to adopt all  measures  required  to comply  with the
      obligations  of this clause,  and undertakes to notify  Contracting  Party
      immediately of any event, whether the event may be according to his wishes
      or  not,  which  could  cause  any  breaches  of  confidentiality   herein
      stipulated.

4.21  Silence  or lack of  action  by  Contracting  Party may not in any case be
      deemed a relinquishing of Manager's obligations or a precedent.

4.22  Manager  acknowledges  that a breach of the  obligations  included in this
      clause  may  jeopardize  Contracting  Party's  interests,  and he shall be
      deemed liable for any damages or injuries that may result.

      Scope of Application

4.23  The  references  contained  in this clause to  Contracting  Party shall be
      construed  as  made  to  Havas  Advertising,  S.A.  as  well,  and  to its
      affiliates,  provided  Media  Planning  Group,  S.A. is a company in which
      Havas Advertising, S.A. has an interest.

      Clause 5th. Social Security

      Temporary Disability

5.1   In  case of  temporary  disability,  Manager  shall  have a right  to have
      contracting party supplement his Social Security benefits,  up to reaching
      100% of his compensation.

      Retirement and Permanent Disability

5.2   Contracting Party shall guarantee  Manager,  that once he reaches 65 years
      of age,  or if he is in a  situation  of  permanent  disability,  he shall
      receive an economic  amount  which,  added to the pension he receives from
      Social  Security,  results in 70% of all his fixed  compensation  received
      during the last  twelve  months  prior to the date of his  separation  for
      retirement or permanent disability.


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      The pension  supplement  shall be revalued  annually with the official IPC
      for the previous year.

      In case of death of the retired  Manager under the foregoing  preferential
      conditions,  if he leaves a widow,  a lifetime  widow's  Pension  shall be
      established in an amount  equivalent to 50% of the  Supplementary  Pension
      that the retired Manager received on the date of his death.

      Widowhood and Orphandom

5.3   In case of death of  Manager  while he is still  working,  his  widow  and
      children are guaranteed  the right to receive from the following  benefits
      from Contracting Party:

      a)    his widow shall have a right to  receive,  during her  lifetime,  an
            economic amount which added to the widow's pension she receives from
            Social Security,  results in 70% of Manager's fixed  compensation at
            the time of his death.

      b)    each of his orphaned  children  younger than  eighteen (18) years of
            age,  or in a regular  period of  university  studies,  shall have a
            right to receive an  economic  amount  which  added to the  orphan's
            pension  they  obtain  from  Social  Security,  results  in  15%  of
            Manager's fixed compensation at the time of his death.

      The sum of the  supplementary  amounts  received  by the widow and  orphan
      children,  stipulated in paragraphs a) and b), above,  may not in any case
      be more  than  100% of  Manager's  fixed  compensation  at the time of his
      death.

      Clause 6th. Termination, Suspension of Agreement and Corporate Succession

      Indemnification to Manager

6.1   In all  cases  of  contractual  extinguishment  that  generate  a right to
      compensation  in favor of Manager  pursuant  to the  currently  applicable
      regulations, or which may generate such in virtue of future changes in the
      regulations,  such  indemnification  shall amount in general to the sum of
      the following amounts:

      -     an amount equivalent to multiplying by TWENTY-FOUR the monthly fixed
            compensation of Manager at the time the contractual extinguishment;

      -     an amount equal to multiplying  by TWO the bonus and  representation
            expenses  received by Manager in the year  immediately  prior to the
            extinguishment of the contract;

      -     The  amount  the  results  from  prorating  the  base  salary,   the
            representation   expenses  and  the  bonus   corresponding   to  the
            pre-notification  period  stipulated  in Clauses 6.7 and 6.8 of this
            Agreement.


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6.2   By  way  of  example  and  not   exhaustively,   the  following  cases  of
      extinguishment with a right to the  indemnification  agreed in this clause
      are listed:

      1.    Going out of business.

      2.    Disciplinary dismissal overturned or voided.

      3.    Extinguishment for objective causes.

      4.    Collective dismissal.

      5.    Force majeure.

      6.    Termination  of the  agreement by Manager based on any of the causes
            stipulated  in  paragraphs  a), b), and c) of Article  10.3 of Royal
            Decree  1382/1985.  That is to say,  for  breaches  of  contract  by
            Contracting Party, including thereunder material modification of the
            employment conditions under the stipulated regulatory terms.

            In any case, for these resolutive effects both the formal withdrawal
            of Manager's  agency and the de facto removal of the real content of
            the  management  functions  he  performs,  shall be construed as the
            aforementioned material modification of employment conditions.

      7.    Contractual  termination by Manager based on the cause stipulated in
            paragraph d) of Article 10.3 of Royal Decree  1382/1985.  That is to
            say, by corporate  succession  or change of ownership  thereof whose
            effect is a change in its governing  bodies or the content and scope
            of its principal activity,  provided that the extinguishment  occurs
            within  the  three  months  subsequent  to the  occurrence  of  such
            changes.

      8.    Contractual  termination  by Manager when, for any reason other than
            that stipulated in the preceding paragraph,  such as a change in the
            capital stock of the Group companies or any other cause,  there is a
            change in Contracting  Party's  governing  bodies or the content and
            scope of its principal  activity,  provided that the  extinguishment
            occurs within the three months  subsequent to the  occurrence of the
            aforementioned  change in  capital  stock or the  occurrence  of any
            other regardless of the cause.

6.3   Likewise  Manager  may  terminate  the  agreement  with  a  right  to  the
      indemnification  agreed in Clause 6.1 when,  for any  reason,  the current
      President-Director  General  of  Havas  Advertising,  S.A.,  Mr.  Alain de
      Pouzilhac,  ceases to provide  his  services to Havas  Advertising,  S.A.,
      provided that the  extinguishment  occurs within the six months subsequent
      to the aforementioned removal,  severance, or effective  extinguishment of
      the functions of the President-Director General.

6.4   In particular,  when Manager was able to exercise but did not exercise the
      resolutive  authority  stipulated  in  numbers 7 and 8 of  paragraph  6.2,
      above, but the agreement is extinguished for any of the other causes cited
      in paragraphs 6.2 and 6.3, the


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      indemnification  to be received by Manager  shall be that agreed in Clause
      6.1 of this agreement.


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6.5   In any case, the corresponding  severance wages [salarios de tramitacion],
      plus the liquidation  amount that might be pending,  shall be added to the
      indemnification cited in the preceding paragraphs.

6.6   Notwithstanding the aforesaid,  this indemnification clause shall not take
      effect when the  agreement  is  extinguished  by  resignation  of Manager,
      disciplinary  dismissal  confirmed  or not  challenged  judicially,  or by
      retirement,  death,  major  or  permanent  absolute  or  total  disability
      Manager.

      Advance Notification

6.7   As  stipulated  in Article  10.1 of Royal  Decree  1382/1985,  Manager may
      extinguish the agreement through voluntary resignation,  with at least six
      (6) months' advance written  notification.  Contracting Party shall have a
      right, in case of full or partial breach of the advance notification duty,
      to   indemnification   equivalent  to  the  amount  of  all  the  economic
      compensation corresponding to the time remaining in such period.

6.8   As stipulated in Art. 11 of Royal Decree 1382/1985,  Contracting Party may
      abandon the agreement,  notifying Manager of such in writing, with six (6)
      months' advance notification.  If such advance notification is breached in
      full or in part,  it shall be  obligated to pay the amount of all economic
      compensation corresponding to the time remaining in such period.

      Suspension of Agreement

6.9   If as a result of the  appointment of Manager to perform  functions of the
      corporate  management  body,  there is a conflict of interest  between his
      special  employment  relationship with the commercial one inherent to such
      integration,   this  special  senior-management   relationship  shall  not
      extinguish,  but  rather it shall be  suspended,  the time  elapsed  being
      calculated for all effects, such that the suspension period shall be taken
      into  consideration  for the effects of  seniority,  compensation  and, if
      applicable, indemnification.

6.10  If for any reason Manager  ceases to be a Director,  the suspension of the
      special  employment  relationship  would be raised,  the present agreement
      taking effect again and the special  employment  bond being  reestablished
      with the  compensation  that he would receive if the agreement had been in
      effect during the entire suspension period.

6.11  In such case, if Contracting  Party besides relieving him of his duties as
      Director,  sought  to do  without  Manager's  services,  it shall  pay the
      indemnification established in this clause as applicable.

      Company Succession

6.12  The  present  agreement  shall bind Media  Planning,  S.A.,  and any other
      applicable  company,  by express application of Article 44 of the Employee
      Act in all the cases such article stipulates, and the agreement


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      shall be  maintained  and  respected in its  entirety by the  liquidators,
      successors,  acquirers,  etc.,  of Media  Planning  Group,  S.A., it being
      committed to give advance  notice to third  parties of this clause and the
      obligation to maintain the provisions of this agreement.

6.13  In all the cases mentioned,  in addition to the preceding guarantee, it is
      likewise agreed that Contracting  Party and its Group shall be jointly and
      severally  liable  with  the  successor  entity,  for the  indemnification
      obligations contained in this clause.

6.14  All the aforesaid is agreed without prejudice to the extinctive  authority
      with right to indemnification  stipulated in numbers 6, 7, and 8 of Clause
      6.2 of this agreement.

6.15  The agreement  shall be maintained as a unique  senior-management  special
      employment  relationship,  without  prejudice to  Manager's  being able to
      provide his services,  which shall necessarily be those appropriate to his
      position,  in another  Entity,  either those that ipso jure currently form
      part of Grupo Media Planning Group, or those that might form part of it in
      the future by horizontal or vertical  disaggregation of the existing ones,
      or be  established as new ones in the  aforementioned  Group or in another
      manner of association.

      Clause 7th. Legislation

7.1   For all matters not regulated by the present agreement,  the provisions of
      Royal Decree 1382/1985, of August 1, which regulates the special nature of
      the employment  relationships  of Senior  Management  personnel,  shall be
      followed,  to whose content the parties expressly subject  themselves as a
      preferentially  applicable legal precept,  and, in the absence thereof, to
      general labor law.

      Clause 8th. Jurisdiction

8.1   If this relationship is declared commercial, civil, or a common employment
      relationship by judicial entities or arbitration,  conciliation  bodies or
      an administrative  authority,  such shall not be an impediment to applying
      the clauses of this agreement in their  entirety,  even when the competent
      jurisdiction is not labor.

AND IN WITNESS  WHEREOF the  Parties,  after having read the document in detail,
confirm and sign it in duplicate,  both copies having the same force and effect,
in the city and on the date indicated at the beginning.


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For Media Planning Group, S.A.                         Manager

/s/ Leopoldo Rodes                                     /s/ Fernando Rodes
Mr. Leopoldo Rodes                                     Mr. Fernando Rodes

/s/ Alain de Pouzilhac
Mr. Alain de Pouzilhac


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