


                            ASSET PURCHASE AGREEMENT

                                  by and among

                              OMNICOM GROUP INC.,

                            TBWA INTERNATIONAL INC.,

                            CHIAT/DAY HOLDINGS, INC.

                                      and

                           CHIAT/DAY INC. ADVERTISING

                               Dated May 11, 1995

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                               TABLE OF CONTENTS

                                   ARTICLE I
                                SALES OF ASSETS

Section 1.1       Company Assets and Liabilities............................   2
        1.1.1     Company Assets Transferred................................   2
        1.1.2     Excluded Company Assets...................................   2
        1.1.3     Assumed Company Liabilities...............................   3
        1.1.4     Retained Company Liabilities..............................   4
Section 1.2       Advertising Assets and Liabilities........................   5
        1.2.1     Advertising Assets Transferred............................   5
        1.2.2     Excluded Advertising Assets...............................   5
        1.2.3     Assumed Advertising Liabilities...........................   6
        1.2.4     Retained Advertising Liabilities..........................   7

                                    ARTICLE II
                           PURCHASE PRICE AND CLOSING

Section 2.1       Purchase Price............................................   8
        2.1.1     Basic Payments............................................   8
        2.1.2     Preferred Stock Loan......................................   9
Section 2.2       Closing...................................................   9
Section 2.3       Purchase of Preferred Stock...............................  11
Section 2.4       Payment of Liabilities and Establishment of 
                     Liquidating Trust......................................  11
Section 2.5       Escrow Agreement..........................................  12
Section 2.6       Dissolution; Distribution of the Company's Properties.....  13
Section 2.7       Payment of Obligations to Rights Holders by Advertising...  13

                                   RTICLE III
                         REPRESENTATIONS OF THE SELLERS

Section 3.1       Execution and Validity of Agreement and 
                     Related Documents......................................  14
        3.1.1     Execution and Validity of Agreement by the Company........  14
        3.1.2     Execution and Validity of Agreement by Advertising........  14
        3.1.3     Execution and Validity of Related Agreements..............  14
Section 3.2       Capitalization, Existence and Good Standing of 
                      the Company...........................................  15
Section 3.2.1     Capitalization............................................  15
        3.2.2     Existence and Good Standing...............................  15
Section 3.3       Subsidiaries and Investments..............................  15
Section 3.4       Financial Statements and No Material Changes..............  16
Section 3.5       Books and Records.........................................  17
Section 3.6       Title to Properties; Encumbrances.........................  17


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Section 3.7       Leases....................................................  18
Section 3.8       Contracts.................................................  18
Section 3.9       Restrictive Documents.....................................  19
Section 3.10      Litigation................................................  20
Section 3.11      Taxes.....................................................  20
        3.11.1    Taxes.....................................................  20
        3.11.2    VAT Legislation...........................................  21
        3.11.3    Additional Representations................................  22
Section 3.12      Liabilities...............................................  22
Section 3.13      Insurance.................................................  22
Section 3.14      Intellectual Properties...................................  22
Section 3.15      Compliance with Laws; Licenses and Permits................  23
        3.15.1    Compliance................................................  23
        3.15.2    Licenses..................................................  23
Section 3.16      Client Relations..........................................  24
Section 3.17      Accounts Receivable; Work-in-Process; Accounts Payable....  24
Section 3.18      Employment Relations......................................  24
Section 3.19      Employee Benefit Matters..................................  25
        3.19.1    List of Plans.............................................  25
        3.19.2    Severance.................................................  25
        3.19.3    No Retiree Benefits.......................................  26
        3.19.4    Plan Compliance...........................................  26
        3.19.5    Additional Representations................................  26
Section 3.20      Interests in Customers, Suppliers, Etc....................  26
Section 3.21      Bank Accounts and Powers of Attorney......................  27
Section 3.22      Compensation of Employees.................................  27
Section 3.23      No Changes Since the Balance Sheet Date...................  27
Section 3.24      Required Approvals, Notices and Consents..................  28
Section 3.25      Corporate Controls........................................  29
Section 3.26      Information Supplied......................................  29
Section 3.27      Brokers...................................................  29
Section 3.28      Other Disclosures.........................................  30
Section 3.29      Copies of Documents; Schedules............................  30

                                   ARTICLE IV
                  REPRESENTATIONS OF OMNICOM AND THE PURCHASER

Section 4.1       Existence and Good Standing...............................  31
Section 4.2       Execution and Validity of Agreements and 
                     Related Documents......................................  31
Section 4.3       Restrictive Documents.....................................  31
Section 4.4       Omnicom Stock.............................................  32
Section 4.5       Financial Statements and No Material Changes..............  32
Section 4.6       Litigation................................................  32


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Section 4.7       Consents and Approvals of Governmental Authorities........  33
Section 4.8       Brokers...................................................  33
Section 4.9       Information Supplied......................................  33
Section 4.10      Copies of Documents; Schedules............................  33

                                   ARTICLE V
                            COVENANTS OF THE SELLERS

Section 5.1       Regulatory and Other Approvals............................  33
Section 5.2       HSR Filings...............................................  34
Section 5.3       Investigation by Omnicom and the Purchaser................  34
Section 5.4       No Solicitations..........................................  35
Section 5.5       Conduct of Business.......................................  35
Section 5.6       Financial Information.....................................  38
Section 5.7       Notice and Cure...........................................  38
Section 5.8       Termination of Profit Sharing Plan........................  39
Section 5.9       Consultation..............................................  39
Section 5.10      Company Stockholder Approval..............................  39
Section 5.11      Fulfillment of Conditions.................................  40

                                   ARTICLE VI
                     COVENANTS OF OMNICOM AND THE PURCHASER

Section 6.1       Regulatory and Other Approvals............................  40
Section 6.2       HSR Filings...............................................  40
Section 6.3       Financial Information and Reports.........................  41
Section 6.4       Agreements Regarding Employees............................  41
Section 6.5       Notice and Cure...........................................  42
Section 6.6       Fulfillment of Conditions.................................  42
Section 6.7       Blue Sky; New York Stock Exchange Listing.................  43
Section 6.8       Access to Books and Records...............................  43
Section 6.9       Purchases of Omnicom Stock................................  43
Section 6.10      Financial Results of Combined Businesses..................  43
Section 6.11      Chiat Art Lease; Insurance................................  43
Section 6.12      Exchange Act Filings......................................  44
Section 6.13      Mojo Receivable...........................................  44

                                  ARTICLE VII
                                MUTUAL COVENANTS

Section 7.1       Preparation of Registration Statement.....................  44
Section 7.2       Affiliates' Letters.......................................  45
Section 7.3       Reasonable Efforts to Consummate Transaction..............  46


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Section 7.4       Sales Tax Liability.......................................  46
Section 7.5       Financial Transactions....................................  46
Section 7.6.      Calculation of Revenues...................................  46
        7.6.1     Delivery of Revenues Statement............................  46
        7.6.2     Definition of Annualized Revenues.........................  47
Section 7.7       Public Announcements......................................  48
Section 7.8       Renegotiation of Purchase Price...........................  48

                                  ARTICLE VIII
             CONDITIONS TO OBLIGATIONS OF OMNICOM AND THE PURCHASER

Section 8.1       Representations and Warranties............................  48
Section 8.2       Good Standing Certificates................................  49
Section 8.3       Performance...............................................  49
Section 8.4       Certified Resolutions.....................................  49
Section 8.5       No Litigation.............................................  49
Section 8.6       Regulatory Consents and Approvals.........................  49
Section 8.7       Registration Statement; New York Stock Exchange Listing...  50
Section 8.8       Company Stockholder Approval..............................  50
Section 8.9       Required Approvals, Notices and Consents..................  50
Section 8.10      Pooling of Interests Accounting...........................  50
Section 8.11      Opinion of Counsel........................................  50
Section 8.12      Escrow Agreements.........................................  50
Section 8.13      Employment Agreements.....................................  50
Section 8.14      Non-Competition Agreements................................  51
Section 8.15      Employment/Consulting Agreements..........................  51
Section 8.16      Loss of Client Account....................................  51
Section 8.17      Affiliates Representation Letters.........................  51
Section 8.18      EAR and EPU Holders.......................................  51
Section 8.19      Closing of Profit Sharing Plan Purchase Agreement.........  51
Section 8.20      Repayment of Indebtedness.................................  52
Section 8.21      Material Adverse Effect...................................  52
Section 8.22      Proceedings...............................................  52
Section 8.23      Financial Transactions....................................  52
Section 8.24      Deposit and Pledge Agreement..............................  52

                                   ARTICLE IX
                    CONDITIONS TO OBLIGATIONS OF THE SELLERS

Section 9.1       Representations and Warranties............................  53
Section 9.2       Good Standing Certificates................................  53
Section 9.3       Performance...............................................  53
Section 9.4       Certified Resolutions.....................................  53


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Section 9.5       No Litigation.............................................  53
Section 9.6       Regulatory Consents and Approvals.........................  53
Section 9.7       Registration Statement, New York Stock Exchange Listing...  54
Section 9.8       Company Stockholder Approval..............................  54
Section 9.9       Opinion of Counsel........................................  54
Section 9.10      Employment Agreements.....................................  54
Section 9.11      Employment/Consulting Agreements..........................  54
Section 9.12      Increased Revenues of the Sellers.........................  54
Section 9.13      Proceedings...............................................  55
Section 9.14      Financial Transactions....................................  55
Section 9.15      Incentive Agreement.......................................  55
Section 9.16      Escrow Agreements.........................................  55
Section 9.17      Closing of Profit Sharing Plan Purchase Agreement.........  55
Section 9.18      Material Adverse Effect...................................  55

 
                                   ARTICLE X
                             ADDITIONAL AGREEMENTS

Section 10.1      Change of Name of Sellers.................................  55
Section 10.2      Change of Name of TBWA Advertising Inc....................  56
Section 10.3      Allocation of Purchase Price..............................  56
Section 10.4      Future Tax Returns........................................  56
Section 10.5      Tax Elections.............................................  57
Section 10.6      Canadian Elections........................................  57
Section 10.7      Dispute Resolution........................................  57
Section 10.8      Termination...............................................  58
Section 10.9      Effect of Termination.....................................  58
Section 10.10     Bulk Transfer Laws........................................  58
Section 10.11     No Merger.................................................  59
Section 10.12     Transfer Tax Compliance...................................  59
Section 10.13     Indebtedness to the Purchaser.............................  59

                                   ARTICLE XI
                           SURVIVAL; INDEMNIFICATION

Section 11.1      Survival..................................................  59
Section 11.2      Obligation of the Company to Indemnify....................  60
Section 11.3      Indemnification Procedures................................  60
        11.3.1    Notice of Asserted Liability..............................  60
        11.3.2    Defense of Asserted Liability.............................  60
        11.3.3    Cooperation...............................................  60
        11.3.4    Settlements...............................................  61
Section 11.4      Limitations on Indemnification............................  61


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        11.4.1    Indemnity Cushion.........................................  61
        11.4.2    Termination of Indemnification Obligations and
                     Other Limitations......................................  61
        11.4.3    Treatment.................................................  62
        11.4.4    Tax Effects...............................................  62

                                  ARTICLE XII
                                 MISCELLANEOUS

Section 12.1      Expenses..................................................  63
Section 12.2      Governing Law.............................................  63
Section 12.3      Jurisdiction..............................................  63
Section 12.4      Person Defined............................................  63
Section 12.5      Knowledge Defined.........................................  64
Section 12.6      Affiliate Defined.........................................  64
Section 12.7      Captions..................................................  64
Section 12.8      Confidentiality...........................................  64
Section 12.9      Notices...................................................  64
Section 12.10     Parties in Interest.......................................  65
Section 12.11     Severability..............................................  66
Section 12.12     Counterparts..............................................  66
Section 12.13     Entire Agreement..........................................  66
Section 12.14     Amendment.................................................  66
Section 12.15     Third Party Beneficiaries.................................  66
Section 12.16     Extension; Waiver.........................................  66
Section 12.17     Exchange Rate.............................................  66
      


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                                    EXHIBITS

Exhibit A           Escrow Agreement
Exhibit B           Affiliates Representation Letter
Exhibit C           Opinion of Simpson Thacher & Bartlett
Exhibit D           Letter from Coopers & Lybrand LLP
Exhibit E           Letter from Arthur Andersen LLP
Exhibit F           Form Non-Competition Agreement
Exhibit G           Form Jay Chiat Non-Competition Agreement
Exhibit H           Consent Letter
Exhibit I           Opinion of Davis & Gilbert

                                    ANNEXES

Annex I             Additional Tax Representations
Annex II            Additional Employee Benefit Plan Representations

                                   SCHEDULES

Schedule 1.1.4(ix)  Company Guarantees
Schedule 3.2        Foreign Qualifications
Schedule 3.3        Subsidiaries
Schedule 3.4A       Financial Statements
Schedule 3.4B       GAAP Exceptions
Schedule 3.5        Books and Records
Schedule 3.6        Title to Properties; Encumbrances
Schedule 3.7        Leases
Schedule 3.8        Contracts
Schedule 3.9        Restrictive Documents
Schedule 3.10       Litigation
Schedule 3.11       Taxes
Schedule 3.13       Insurance
Schedule 3.14       Intellectual Properties
Schedule 3.16       Client Relations
Schedule 3.19       Employee Benefit Matters
Schedule 3.20       Interests in Customers; Suppliers
Schedule 3.21       Bank Accounts and Powers of Attorney
Schedule 3.22       Compensation of Employees
Schedule 3.23       Changes Since the Balance Sheet Date
Schedule 3.24       Approvals, Notices and Consents of Sellers
Schedule 4.3        Restrictive Documents
Schedule 4.7        Approvals, Notices and Consents of Purchaser
Schedule 5.5        Conduct of Business

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<PAGE>

Schedule 6.4        Benefits Offered to Affected Employees
Schedule 7.8        Calculation of EBIT


                                      viii

<PAGE>


                             Index of Defined Terms


Term                                                                       Page
- ----                                                                       ----
Advertising...................................................................1
Advertising Assets............................................................5
Advertising Balance Sheet....................................................16
Advertising Contracts.........................................................6
Advertising Stock Sale Agreement..............................................2
Affected Employees...........................................................41
Affiliate....................................................................64
Agreement.................................................................... 1
Amended and Restated Credit Agreement........................................18
Annualized Revenues..........................................................47
Arbitrator...................................................................57
Asserted Liability...........................................................60
Assets........................................................................5
Assumed Advertising Liabilities...............................................7
Assumed Company Liabilities...................................................3
Assumed Liabilities...........................................................7
Balance Sheet................................................................17
Balance Sheet Date...........................................................17
Businesses....................................................................1
Chiat Consulting Agreement...................................................36
Claims Notice................................................................60
Closing......................................................................10
Closing Date.................................................................10
Clow Employment Agreement....................................................36
Code.........................................................................26
Common Stock.................................................................12
Company.......................................................................1
Company Affiliates...........................................................45
Company Assets................................................................2
Company Balance Sheet........................................................16
Company Contracts.............................................................3
Contributed Stock.............................................................9
Deposit and Pledge Agreement.................................................52
Distribution Date............................................................12
EARs.........................................................................13
EAR Plan.....................................................................13

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Term                                                                       Page
- ----                                                                       ----
EBIT.........................................................................48
EPUs.........................................................................13
EPU Plan.....................................................................13
ERISA........................................................................25
Escrow Agent.................................................................12
Escrow Agreement.............................................................12
Escrow Funds.................................................................12
Excluded Advertising Assets.................................................. 5
Excluded Assets...............................................................6
Excluded Company Assets.......................................................2
Execution Date................................................................1
GAAP.........................................................................17
Gains Tax....................................................................59
General Escrow Fund..........................................................12
Group........................................................................50
HSR Act......................................................................34
Inactive Subsidiary..........................................................16
Indemnified Parties..........................................................60
Information Statement........................................................29
Intellectual Property........................................................23
International................................................................16
Knowledge....................................................................64
Liabilities..................................................................22
Licenses.....................................................................23
Liens.........................................................................2
Liquidating Trust............................................................11
Liquidating Trust Escrow Fund................................................13
Losses.......................................................................60
Lost Clients.................................................................47
Market Value..................................................................9
Material Adverse Effect......................................................20
Measuring Month..............................................................47
Measuring Period.............................................................47
Mojo Receivable..............................................................30
New Clients..................................................................47
Omnicom.......................................................................1
Omnicom Group................................................................41
Omnicom Stock.................................................................8
Original Clients.............................................................47

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Term                                                                       Page
- ----                                                                       ----
Person.......................................................................63
Plan.........................................................................25
Post Execution Date Event....................................................39
Preferred Stock..............................................................11
Preferred Stock Purchase Date................................................11
Profit Sharing Plan..........................................................11
Profit Sharing Plan Purchase Agreement.......................................11
Prospectus Materials.........................................................44
Publication Date.............................................................12
Purchase Price................................................................8
Purchase Price Allocation....................................................56
Purchaser.....................................................................1
Registration Statement.......................................................29
Related Group................................................................26
Representatives..............................................................34
Requirements of Law..........................................................23
Retained Advertising Liabilities..............................................7
Retained Company Liabilities..................................................4
Retained Liabilities..........................................................7
Revenues Statement...........................................................47
Sales Taxes..................................................................46
SEC..........................................................................29
Securities Act...............................................................29
Sellers.......................................................................1
Special Escrow Fund..........................................................12
Stockholders.................................................................11
Subsidiary...................................................................16
Taxes........................................................................20
Termination Date.............................................................61
Third Party Claim............................................................60
Transaction Costs............................................................30
Transfer Taxes...............................................................59
VAT..........................................................................20

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<PAGE>




                            ASSET PURCHASE AGREEMENT


     ASSET  PURCHASE  AGREEMENT  (the  "Agreement")  dated  May  11,  1995  (the
"Execution  Date") by and  among  OMNICOM  GROUP  INC.,  a New York  corporation
("Omnicom");  TBWA INTERNATIONAL  INC., a Delaware  corporation and wholly-owned
subsidiary of Omnicom (the "Purchaser");  CHIAT/DAY  HOLDINGS,  INC., a Delaware
corporation  (the  "Company");   and  CHIAT/DAY  INC.  ADVERTISING,  a  Delaware
corporation, and wholly-owned subsidiary of the Company ("Advertising"; together
with the Company, sometimes collectively referred to herein as the "Sellers").


                             W I T N E S S E T H :


     WHEREAS,   the  Sellers  are  engaged  in  the  advertising  business  (the
"Businesses");

     WHEREAS,  the Sellers wish to sell,  and the Purchaser  wishes to purchase,
the  assets  of the  Sellers  relating  to  the  Businesses,  and in  connection
therewith,  the  Purchaser has agreed to assume the  liabilities  of the Sellers
relating to the Businesses,  all upon the terms and subject to the conditions of
this Agreement; and

     WHEREAS,  the respective  Boards of Directors of the Company,  Advertising,
Omnicom and the  Purchaser  have approved  this  Agreement and the  transactions
contemplated hereby;

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


                                       1
<PAGE>


                                   ARTICLE I

                                SALES OF ASSETS

     Section 1.1 Company Assets and Liabilities.

     1.1.1  Company  Assets  Transferred.  On  the  terms  and  subject  to  the
conditions set forth in this Agreement, the Company will sell, transfer, convey,
assign and deliver to the Purchaser,  and the Purchaser  will  purchase,  at the
Closing (as defined in Section  2.2),  free and clear of all  mortgages,  liens,
security interests, encumbrances, claims, charges, hypothecates and restrictions
of any kind or character (collectively, "Liens"), except as set forth in Section
3.6, all of the Company's right,  title and interest in, to and under all of the
Company's  assets,  properties and business,  of every kind and  description and
wherever  located,  including  without  limitation,  (i) all of the  issued  and
outstanding  shares of capital stock owned  directly by the Company in any other
corporations  (except for any shares of capital stock owned in  Advertising  and
any other subsidiaries of the Company which are designated on Schedule 3.3 as an
Inactive  Subsidiary  (as  defined in  Section  3.3));  (ii) all of the  assets,
properties and rights of the Company on the Company  Balance Sheet  (referred to
in Section  3.4) as  modified  or changed  between  the  Balance  Sheet Date (as
defined in Section 3.4) and the Closing Date (as defined in Section 2.2) without
violation of the  provisions  of Section  3.23 or Section  5.5;  (iii) the Chiat
Consulting  Agreement  and the Clow  Employment  Agreement  (each as  defined in
Section  5.5(xi) below);  and (iv) all other property,  tangible and intangible,
real, personal or mixed, cash, securities,  bank accounts,  accounts receivable,
goodwill, the trade name "Chiat/Day",  the Company's and Advertising's corporate
name,   advances,   deposits,   prepayments,    inventories,    work-in-process,
expenditures billable to clients, supplies, leaseholds,  leasehold improvements,
fixtures,  machinery,  equipment,  vehicles,  office  furnishings  and fixtures,
claims  of  all  kinds,  rights  under  contracts,   client  lists,  open  media
commitments and purchase orders,  licenses,  insurance policies,  trade names of
the Company and each of its subsidiaries,  trademarks,  trademark  registrations
and  applications,   copyrights,   copyright   registrations  and  applications,
publication  rights,  trade secrets,  all other intellectual  property,  and all
books and records of the Company (collectively, the "Company Assets").

     1.1.2 Excluded  Company  Assets.  Anything in Section 1.1.1 to the contrary
notwithstanding, there shall be excluded from the assets, properties, rights and
business  to  be   transferred   to  the   Purchaser   hereunder  the  following
(collectively,  the "Excluded Company  Assets"):  (i) the corporate seal, minute
book,  charter  documents and stock records of the Company,  (ii) the issued and
outstanding capital stock of Advertising and any Inactive Subsidiary  (including
without  limitation,  Chiat/Day Direct  Marketing,  Inc.),  (iii) rights arising
under the stock purchase agreement of even date herewith between the Company and
Adelaide  Horton  relating to the sale of the capital stock of Advertising  (the
"Advertising  Stock Sale  Agreement"),  other than the right to receive the cash
purchase price  receivable  thereunder to the extent  reflected in the books and



                                       2
<PAGE>

records of the Company,  (iv) any rights of the Company or any subsidiary of the
Company in and to the assets described in Sections 1.2.2(iii) and (iv) below.

     1.1.3 Assumed Company  Liabilities.  In connection with the sale, transfer,
conveyance,  assignment  and  delivery  of the Company  Assets  pursuant to this
Agreement,  on the  terms  and  subject  to the  conditions  set  forth  in this
Agreement, at the Closing, the Purchaser agrees to:

          (i) assume,  pay and discharge in due course all debts and liabilities
     of the Company existing on the Closing Date to the extent duly reflected in
     the books and records of the Company, including without limitation, (x) any
     indebtedness  owing by the Company to Omnicom or any of its  affiliates (as
     defined in Section 12.6) (whether  pursuant to Sections  2.1.2,  2.3 or 7.5
     hereof  or  otherwise),  and (y) all debts and  liabilities  to the  extent
     reflected on the Company  Balance Sheet, as modified or changed between the
     Balance Sheet Date and the Closing Date in the ordinary course of business,
     and  provided  that the  Purchaser  will not assume or  discharge  debts or
     liabilities,  if any,  incurred by the Company as a result of  transactions
     that the Company may enter in violation of this Agreement and which are not
     recorded  on the books and  records  of the  Company,  or  liabilities  not
     related  to the  operating  Businesses  to the extent  provided  in Section
     l.l.4;

          (ii) assume, observe,  perform and fulfill all terms and conditions of
     all executory  contracts,  agreements,  licenses,  leases,  commitments and
     undertakings of the Company ("Company  Contracts") including those incurred
     by the Company  subsequent  to the Balance  Sheet Date,  provided  that the
     Purchaser will not assume or discharge any of the Company Contracts entered
     into in violation of this  Agreement or those  contracts not related to the
     operating  Businesses to the extent  provided in Section  1.1.4  (including
     without limitation those contracts marked on any Schedule to this Agreement
     as not being assigned to and assumed by the Purchaser);

          (iii) assume,  pay and discharge the liability for Sales Taxes arising
     out of the  transfer of the Company  Assets to the  Purchaser to the extent
     provided in Section 7.4;

          (iv) assume, pay and discharge the liability for all Transaction Costs
     (as defined in Section 3.28); and

          (v) assume, pay and discharge the liability for any severance benefits
     payable by the Company as a result of the termination of any employee prior
     to the Closing at the written request of Omnicom or the Purchaser.

     The items referred to in this Section 1.1.3 are collectively referred to as
the "Assumed Company Liabilities".



                                       3
<PAGE>


     1.1.4  Retained  Company  Liabilities.  The  Purchaser  shall not assume by
virtue of this Agreement or the transactions contemplated hereby, and shall have
no liability  for, the following  non-operating  liabilities of the Company (the
"Retained Company Liabilities"):

          (i)  except as  otherwise  provided  in  Section  1.1.3(iii),  any tax
     liability  arising  out of or in  connection  with or  resulting  from  the
     transactions contemplated by this Agreement;

          (ii) any  obligation of the Company to distribute to its  stockholders
     or the  Liquidating  Trust (as defined in Section  2.4) or the Escrow Funds
     (as  defined in Section  2.5) or  otherwise  apply the  Purchase  Price (as
     defined in Section 2.1) paid to it pursuant to this Agreement;

          (iii) any  liability  or  obligation  under the  Profit  Sharing  Plan
     Purchase Agreement (as defined in Section 2.3);

          (iv) any  liability or  obligation of the Company for taxes imposed on
     or measured by the income or capital of the  Company,  sales,  payroll,  or
     other  Taxes (as defined in Section  3.11),  or any  interest or  penalties
     thereon,  applicable to or arising from any period,  except with respect to
     periods  ending on or prior to October 31, 1994 to the extent  provided for
     on the Company Balance Sheet;

          (v) any  liability or  obligation of the Company which was required to
     be disclosed to the Purchaser  pursuant to this Agreement and which was not
     so disclosed,  provided  that any liability or obligation  reflected on the
     Company  Balance  Sheet  shall be  deemed  to have  been  disclosed  to the
     Purchaser to the extent reserved for thereon;

          (vi) any  liability  or  obligation  of the Company  arising  from the
     failure  of the  Company  to perform  or  discharge  any of its  agreements
     contained herein;

          (vii) any  claim,  cause of  action,  proceeding  or other  litigation
     pending or threatened on the Closing Date or which is initiated at any time
     thereafter,  against  the  Company  and  which is  based  on  acts,  facts,
     circumstances,  events or  conditions  occurring  or existing  prior to the
     Closing except to the extent reserved  against on the Company Balance Sheet
     or to the extent disclosed to the Purchaser on Schedule 3.10;

          (viii) any liability or obligation  under the  Advertising  Stock Sale
     Agreement;

          (ix) any  liability or  obligation  of the Company under any guarantee
     issued by the Company,  except for those  guarantees  set forth on Schedule
     1.1.4(ix);

          (x) except as otherwise  provided in Section  1.1.3,  any liability or
     obligation of the Company with respect to any plan, policy,  arrangement or



                                       4
<PAGE>

     agreement  providing  employment  benefits or  compensation to employees or
     severance payments (if any) arising solely by reason of the consummation of
     this Agreement,  including any Plan referred to in Section 3.19, other than
     (x) employment,  consulting or severance  agreements and Plans specifically
     assumed by the  Purchaser,  (y) any  liability  reserved for on the Company
     Balance  Sheet to the extent  reserved  for thereon,  or (z) any  liability
     incurred  between  the Balance  Sheet Date and the  Closing  Date and which
     relates to the ordinary and normal course of business;

          (xi) any liability or obligation of the Company arising under the Deed
     of Transfer and  Acceptance of Shares  agreement,  dated  February 16, 1993
     between the Company and FCB International, Inc.; and

          (xii) any  liability  or  obligation  of the  Company  incurred  by or
     accruing to the Company after the Closing Date unless specifically  assumed
     by the Purchaser under this Agreement.

     Section 1.2 Advertising Assets and Liabilities.

     1.2.1  Advertising  Assets  Transferred.  On the terms and  subject  to the
conditions set forth in this Agreement, Advertising will sell, transfer, convey,
assign and deliver to the Purchaser,  and the Purchaser  will  purchase,  at the
Closing, free and clear of all Liens, except as set forth in Section 3.6, all of
Advertising's  right,  title and interest in, to and under all of  Advertising's
assets,  properties  and business,  of every kind and  description  and wherever
located,  including  without  limitation,  (i) all of the issued and outstanding
shares of capital stock directly owned by Advertising  (except for any shares of
capital stock owned in any subsidiaries  which are designated on Schedule 3.3 as
an  Inactive  Subsidiary),  (ii) all of the  assets,  properties  and  rights of
Advertising  on the  Advertising  Balance Sheet  (referred to in Section 3.4) as
modified or changed  between the Balance Sheet Date and the Closing Date without
violation of the  provisions  of Section 3.23 or Section 5.5 and (iii) all other
property,  tangible and intangible,  real, personal or mixed, cash,  securities,
bank accounts, accounts receivable,  goodwill, advances, deposits,  prepayments,
inventories,  work-in-process,   expenditures  billable  to  clients,  supplies,
leaseholds,  leasehold improvements,  fixtures, machinery,  equipment, vehicles,
office  furnishings and fixtures,  claims of all kinds,  rights under contracts,
client lists,  open media commitments and purchase orders,  licenses,  insurance
policies,  trademarks,  trademark  registrations and  applications,  copyrights,
copyright registrations and applications, publication rights, trade secrets, all
other  intellectual   property,   and  all  books  and  records  of  Advertising
(collectively,  the "Advertising  Assets";  and together with the Company Assets
but excluding the Excluded Assets (as defined in Section 1.2.2 below), sometimes
collectively referred to herein as the "Assets").

     1.2.2  Excluded  Advertising  Assets.  Anything  in  Section  1.2.1  to the
contrary notwithstanding,  there shall be excluded from the assets,  properties,
rights and business to be transferred  to the Purchaser  hereunder the following



                                       5
<PAGE>

(collectively, the "Excluded Advertising Assets"; and together with the Excluded
Company  Assets,  sometimes  collectively  referred  to herein as the  "Excluded
Assets"):  (i) the  corporate  seal,  minute book,  charter  documents and stock
records of  Advertising,  (ii) the issued and  outstanding  capital stock of the
Company and any Inactive  Subsidiary  (including  without  limitation  Chiat/Day
Direct  Marketing,  Inc.),  (iii) any and all rights of  Advertising  in, to and
under the lease relating to, all tenant  improvements  made to and all furniture
and other  appurtenances  from time to time on the premises of, the  residential
townhouse  at 149 East  38th  Street,  New  York,  New York and (iv) any and all
rights  of  Advertising  in or to the legal  action  entitled  Chiat/Day  Direct
Marketing,  Inc. f/k/a  Perkins/Butler  Direct  Marketing,  Inc. v. National Car
Rental Systems, Inc., No. 93 Civ. 2717 (S.D.N.Y.), including without limitation,
the sole and exclusive  right to prosecute such legal action and to any proceeds
resulting  therefrom  received  after  Closing,  whether  by  way  of  judgment,
settlement  or otherwise  (the value of such asset  having been  obtained by the
Purchaser  through the right to receive the cash purchase price receivable under
the  Advertising  Stock Sale Agreement to the extent  reflected in the books and
records of the Company);  provided, however, if prior to the Closing such action
is fully  resolved,  whether  by  judgment,  settlement  or  otherwise,  and the
proceeds  thereof  are  received  by  Advertising,  such  asset  shall not be an
Excluded Asset.

     1.2.3  Assumed  Advertising  Liabilities.  In  connection  with  the  sale,
transfer, conveyance, assignment and delivery of the Advertising Assets pursuant
to this Agreement,  on the terms and subject to the conditions set forth in this
Agreement, at the Closing, the Purchaser agrees to:

          (i) assume,  pay and discharge in due course all debts and liabilities
     of Advertising existing on the Closing Date to the extent duly reflected in
     the books and records of Advertising, including without limitation, (x) any
     indebtedness  owing by  Advertising  to  Omnicom  or any of its  affiliates
     (whether  pursuant to Sections 2.1.2, 2.3 or 7.5 hereof or otherwise),  and
     (y) all debts and  liabilities to the extent  reflected on the  Advertising
     Balance  Sheet,  as modified or changed  between the Balance Sheet Date and
     the Closing Date in the  ordinary  course of  business,  provided  that the
     Purchaser  will not  assume  or  discharge  debts or  liabilities,  if any,
     incurred by Advertising as a result of  transactions  that  Advertising may
     enter in  violation  of this  Agreement  and which are not  recorded on the
     books  and  records  of  Advertising  or  liabilities  not  related  to the
     operating  Businesses to the extent  provided in Section  l.2.4  (including
     without limitation those contracts marked on any Schedule to this Agreement
     as not being assigned to and assumed by the Purchaser);

          (ii) assume, observe,  perform and fulfill all terms and conditions of
     all executory  contracts,  agreements,  licenses,  leases,  commitments and
     undertakings  of Advertising  ("Advertising  Contracts"),  including  those
     incurred by Advertising subsequent to the Balance Sheet Date, provided that
     the Purchaser will not assume or discharge any of the Advertising Contracts
     entered into in violation of this Agreement or those  contracts not related
     to the  operating  Businesses  to the  extent  provided  in  Section  1.2.4



                                       6
<PAGE>


     (including  without  limitation  those contracts  marked on any Schedule to
     this Agreement as not being assigned to and assumed by the Purchaser);

          (iii) assume,  pay and discharge the liability for Sales Taxes arising
     out of the  transfer  of the  Advertising  Assets to the  Purchaser  to the
     extent as provided in Section 7.4; and

          (iv)  assume,  pay and  discharge  the  liability  for  any  severance
     benefits  payable  by  Advertising  as a result of the  termination  of any
     employee  prior to the  Closing  at the  written  request of Omnicom or the
     Purchaser.

     The items referred to in this Section 1.2.3 are collectively referred to as
the "Assumed  Advertising  Liabilities";  and together with the Assumed  Company
Liabilities, collectively, the "Assumed Liabilities."

     1.2.4 Retained Advertising  Liabilities.  The Purchaser shall not assume by
virtue of this Agreement or the transactions contemplated hereby, and shall have
no liability for, the following  non-operating  liabilities of Advertising  (the
"Retained  Advertising  Liabilities";  and together  with the  Retained  Company
Liabilities,   sometimes  collectively  referred  to  herein  as  the  "Retained
Liabilities"):

          (i)  except as  otherwise  provided  in  Section  1.2.3(iii),  any tax
     liability  arising  out of or in  connection  with or  resulting  from  the
     transactions contemplated by this Agreement;

          (ii) any obligation of Advertising to distribute to its stockholder or
     the  participants  in the EAR Plan and EPU Plan (as  defined in Section 2.7
     below) or the Liquidating  Trust Escrow Fund (as defined in Section 2.7) or
     the Escrow Funds or otherwise  apply the Purchase Price paid to it pursuant
     to this Agreement;

          (iii) any liability or obligation under the lease agreement dated June
     1, 1987, as amended, relating to the residential townhouse at 149 East 38th
     Street, New York, New York;

          (iv) any liability or obligation of Advertising under the EAR Plan and
     the EPU Plan;  

          (v) any liability or obligation of Advertising for taxes imposed on or
     measured by the income or capital of Advertising,  sales, payroll, or other
     Taxes or any interest or penalties  thereon,  applicable to or arising from
     any period,  except with  respect to periods  ending on or prior to October
     31, 1994 to the extent provided for on the Advertising Balance Sheet;



                                       7
<PAGE>


          (vi) any liability or obligation of Advertising  which was required to
     be disclosed to the Purchaser  pursuant to this Agreement and which was not
     so disclosed,  provided  that any liability or obligation  reflected on the
     Advertising  Balance  Sheet shall be deemed to have been  disclosed  to the
     Purchaser to the extent reserved for thereon;

          (vii) any liability or obligation  of  Advertising  arising out of the
     failure  of  Advertising  to  perform or  discharge  any of its  agreements
     contained herein;

          (viii) except as otherwise provided in Section 1.2.3, any liability or
     obligation of Advertising with respect to any plan, policy,  arrangement or
     agreement  providing  employment  benefits or  compensation to employees or
     severance benefits (if any) arising solely by reason of the consummation of
     this Agreement,  including any Plan referred to in Section 3.19, other than
     (x) employment,  consulting or severance  agreements and Plans specifically
     assumed by the Purchaser, (y) any liability reserved for on the Advertising
     Balance  Sheet to the extent  provided  for thereon,  or (z) any  liability
     incurred  between  the Balance  Sheet Date and the  Closing  Date and which
     relates to the ordinary and normal course of business;

          (ix)  any  claim,  cause of  action,  proceeding  or other  litigation
     pending or threatened on the Closing Date or which is initiated at any time
     thereafter  against   Advertising  and  which  is  based  on  acts,  facts,
     circumstances,  events or  conditions  occurring  or existing  prior to the
     Closing except to the extent provided for on the Advertising  Balance Sheet
     or to the extent disclosed to the Purchaser on Schedule 3.10; and

          (x) any liability or obligation of Advertising incurred by or accruing
     to Advertising  after the Closing Date unless  specifically  assumed by the
     Purchaser under this Agreement.


                                   ARTICLE II

                           PURCHASE PRICE AND CLOSING

     Section 2.1 Purchase Price. In full  consideration  for the purchase by the
Purchaser of the Assets,  the purchase  price (the  "Purchase  Price")  shall be
calculated and paid by the Purchaser as follows:

     2.1.1  Basic  Payments.  (a) At the  Closing,  the  Purchaser  will pay the
Company  shares of Omnicom  Group Inc.  common  stock,  par value $.50 per share
("Omnicom Stock"), having an aggregate Market Value (as defined below) of (i) if
the Closing Date is on or prior to October 31, 1995, (x) $11,180,563 plus (y) an
amount equal to $2,418 multiplied by the number of days in the period commencing
on the Closing  Date and ending on October 31, 1995 or (ii) if the Closing  Date
is after October 31, 1995 and on or prior to December 31, 1995, (1)  $11,930,880


                                       8
<PAGE>

plus (2) an  amount  equal to  $2,418  multiplied  by the  number of days in the
period  commencing  on the Closing Date and ending on December 31, 1995, in each
case  rounded to the nearest  full share.  As used in this  Agreement  the term,
"Market Value" shall mean the average of the closing prices per share of Omnicom
Stock  reported on the New York Stock  Exchange for the 20  consecutive  trading
days ending three  business  days  immediately  prior to the Closing  Date.  The
closing  price for each day  shall be the  closing  price on the New York  Stock
Exchange   Consolidated   Tape  (or  any  successor   composite  tape  reporting
transactions  on the New York Stock Exchange) or, if such a composite tape shall
not be in use or shall not report  transactions  in the Omnicom Stock, or if the
Omnicom Stock shall be listed on a stock  exchange other than the New York Stock
Exchange,  the last reported  sales price regular way on the principal  national
securities  exchange on which the  Omnicom  Stock shall be listed or admitted to
trading (which shall be the national  securities  exchange on which the greatest
number  of shares  of the  Omnicom  Stock has been  traded  during  such  twenty
consecutive  business  days),  or, in either case, if there is no transaction on
any such day, the average of the bid and asked prices regular way on such day.

     (b) At the Closing,  the Purchaser will pay  Advertising  shares of Omnicom
Stock having an aggregate  Market Value of  $14,000,000,  rounded to the nearest
full share.

     (c) All certificates representing Omnicom Stock to be paid by the Purchaser
to the Company or  Advertising  at the Closing shall be registered in such names
and represent such number of shares as the Company and Advertising may request.

     (d) On the Closing Date, the Company shall  contribute to Advertising  such
number  of  shares of  Omnicom  Stock  (valued  at the  Market  Value) as may be
necessary to insure that, after giving effect to the distributions  described in
Section 2.7 hereof, the obligations of the Company and Advertising to holders of
EPUs and EARs (each as defined in Section  2.7 below)  will be  satisfied  (such
contributed shares, the "Contributed Stock").

     2.1.2  Preferred  Stock  Loan.  On the day  prior to the  Closing  Date the
Purchaser shall lend the Company an amount equal to the  outstanding  balance of
the loan (including accrued and unpaid interest) described in Section 2.3(b) and
the Company  shall use the proceeds of such loan from the Purchaser to repay the
loan (including accrued and unpaid interest) described in Section 2.3(b). At the
Closing,  the  Purchaser  shall cancel its loan to the Company  described in the
preceding sentence.

     Section 2.2 Closing. (a) Not more than five days from the occurrence of the
special  meeting of  stockholders  of the Company  contemplated by Section 5.10,
Omnicom shall notify the other parties to this Agreement of its desire to close,
specifying  a  closing  date not more than  thirty  days  following  the date of
mailing of such  notice of its  intention  to close,  provided  that the parties
hereto shall use their best efforts to close on or prior to August 31, 1995, and
provided  further  that if the Closing  does not occur on or prior to August 31,
1995,  the  parties  agree  to use  their  best  efforts  to close as soon as is
practicable  after  October  31,  1995.  The  transfer of the Assets and Assumed



                                       9
<PAGE>

Liabilities  to the  Purchaser  and delivery of the  Purchase  Price in exchange
therefor (the "Closing")  shall take place at 10:00 a.m. at the offices of Davis
& Gilbert,  1740  Broadway,  New York,  New York on the date so determined  (the
"Closing Date"). In the event a proceeding shall have been instituted  attacking
the legality of this Agreement or seeking to enjoin its  consummation,  or there
is a pending dispute being resolved under Section 10.7 to determine  whether the
condition  of Closing set forth in the last  sentence  of Section  8.21 has been
satisfied,   then  the  Closing  Date  shall  be   suspended   pending  a  final
determination  of any such  proceeding  or  dispute,  unless  any  party to this
Agreement avails itself of the right to terminate this Agreement as permitted by
Section 10.8.

     (b) At the Closing,  each of the Sellers shall,  by delivery of appropriate
deeds,  assignments,  bills  of sale or  other  documents  of  transfer  and any
necessary  consents,  transfer  to the  Purchaser  title  as  required  by  this
Agreement  to  all of  the  Assets.  Notwithstanding  anything  to the  contrary
contained  in this  Agreement,  each of the  Sellers  may retain its  respective
stockholder and minute books, stock record books and such of its other corporate
and  accounting  records as it may be required to keep in order to conclude  its
affairs,  liquidate and dissolve, in the case of the Company, or to continue its
existence, in the case of Advertising,  but the Sellers shall afford Omnicom and
the  Purchaser  such  reasonable  access  to such  records  as  Omnicom  and the
Purchaser may require.

     (c) At the Closing,  the Purchaser shall deliver to the Sellers one or more
written  instruments  of assumption in such form as the Sellers or their counsel
shall  reasonably  request to effect the assumption by the Purchaser as required
by this Agreement of all of the Assumed Liabilities.

     (d) Each of the  Sellers  will,  from time to time,  at the  request of the
Purchaser,  whether at or after the Closing Date, execute and deliver such other
and further instruments of conveyance,  assignments, transfer and consent as the
Purchaser  or  its  counsel  may  reasonably  require  for  the  most  effectual
conveyance  and  transfer of the Assets to the  Purchaser,  and the Sellers will
assist the  Purchaser in the  collections  and  reduction to  possession  of the
Assets and the Businesses.

     (e)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event an assignment or purported  assignment of any of the Company  Contracts or
Advertising  Contracts,  or any claim,  right or benefit  arising  thereunder or
resulting  therefrom,  without  the  consent  of other  parties  thereto,  would
constitute a breach  thereof or would not result in the Purchaser  receiving all
of the rights of the Company or Advertising  thereunder,  such contract shall be
deemed  not to have been  assigned  by the  Sellers to the  Purchaser.  In those
circumstances,  if requested by the  Purchaser,  the Sellers will use their best
efforts to obtain any such  consent.  If such  consent  is not  obtained  and is
required to effectively  assign the Company Contract or Advertising  Contract to
the  Purchaser,  the Sellers will cooperate with the Purchaser in any reasonable



                                       10
<PAGE>

arrangement to provide the Purchaser  with the full claims,  rights and benefits
under any such Company Contracts or Advertising Contracts, including enforcement
at the cost and for the  benefit of the  Purchaser  of any and all rights of the
Company  or  Advertising,  as the case may be,  against  a third  party  thereto
arising out of the breach or cancellation by such third party or otherwise,  and
any amount  received by the Company or Advertising  in respect  thereof shall be
held for and paid over to the Purchaser.

     Section 2.3 Purchase of Preferred  Stock. (a) On or about July 1, 1995 (the
"Preferred  Stock Purchase  Date"),  the Trustee of the Chiat/Day Profit Sharing
Plan and 401(k) Plan (the "Profit Sharing  Plan"),  the sole record owner of the
Preferred  Stock,  cumulative,  $.01 par value per share,  of the  Company  (the
"Preferred  Stock"),  will sell for a cash  payment  of  $14,081,773.93  all the
shares of Preferred  Stock it owns to the Company  pursuant to the terms of that
certain  agreement  of even date  herewith  (the "Profit  Sharing Plan  Purchase
Agreement") between Michael Kooper, a Trustee of the Profit Sharing Plan and the
Company.

     (b) On the Preferred Stock Purchase Date,  Omnicom shall guarantee or cause
one of its affiliates to guarantee a loan to the Company in the principal amount
of  $14,081,773.93  from a bank acceptable to Omnicom and on terms acceptable to
Omnicom,  and the Company  shall apply the proceeds of such loan to purchase the
Preferred Stock pursuant to the Profit Sharing Plan Purchase Agreement.

     Section 2.4 Payment of Liabilities and Establishment of Liquidating  Trust.
Immediately  upon Closing,  the Company shall make provision for the payment and
satisfaction  of all  obligations and liabilities of the Company and Advertising
not constituting  Assumed  Liabilities.  In the course of its orderly winding-up
process,  the  Company  shall  cause to be  created  a  liquidating  trust  (the
"Liquidating  Trust")  for and on  behalf of the  Company's  Class A and Class B
stockholders  (collectively,  the "Stockholders").  Approval of the creation and
operation  of the  Liquidating  Trust,  as well as the  identity of (or means of
selecting) the trustee or trustees thereof,  shall be included in the resolution
to be acted upon by the Company's  stockholders  entitled to vote upon and adopt
the plan of voluntary  dissolution.  Such  resolution  shall provide for (x) the
Company's  Stockholders'  acceptance  of  such  trustee  or  trustees  as  their
collective agent under the terms of the Liquidating  Trust; and (y) such trustee
or trustees (i) to receive on their behalf  liquidating  distributions  from the
Company;  (ii) to act as the agent of the Company's  Stockholders  in connection
with the administration of the Escrow Agreement,  from and after the transfer by
the  Company  to the  Liquidating  Trust of the  Company's  right and  interests
therein;  (iii)  to  respond  to  the  assertion  of  any  and  all  claims  for
indemnification by the Purchaser, and to assert claims, pursuant to the terms of
the Escrow Agreement,  and the provisions of this Agreement  pertaining thereto;
and (iv) to complete the winding up of the Company's  affairs and payment of its
liabilities  not assumed by the Purchaser  pursuant to this  Agreement  from the
assets of the  Liquidating  Trust.  The  terms of the  Liquidating  Trust  shall
include provisions, among others, which:


                                       11
<PAGE>


     (a)  provide  for  receipt  from  the  Company  of all  of the  liquidating
distributions  (other than the  initial  distribution  described  in Section 2.6
hereof) from the Company for and on behalf of the Company's Stockholders,  which
receipt  shall  include  the  Company's  interests  and  right  to  receive  any
distributions  from the General Escrow Fund and the Special Escrow Fund (as such
terms are defined below in Section 2.5), and the Omnicom Stock;

     (b) provide for the trustee or trustees (and their successor  trustees,  if
any) to serve as the  party  designated  to act for the  Company  and for and on
behalf of the Stockholders, under the Escrow Agreement; and

     (c) provide that the duration of the Liquidating Trust will extend at least
to the termination of the Escrow Agreement.

     Section 2.5 Escrow Agreement.  Solely to fund (together on a pro-rata basis
with the holders of EARs and EPUs) and secure the indemnification obligations of
the Company  described in Section 11.2, on the Distribution Date the Company for
and on behalf of itself and the  Stockholders  (i) shall  transfer  to The Chase
Manhattan Bank, N.A., as escrow agent (the "Escrow  Agent"),  10% of the Omnicom
Stock  received by the Company  under  Section  2.1.1(a)  (after  deducting  the
Contributed  Stock)  to be held in the  separate  general  escrow  account  (the
"General  Escrow  Fund")  created  pursuant to the terms of that certain  Escrow
Agreement  (the "Escrow  Agreement")  in the form  attached  hereto as Exhibit A
among the Company,  Advertising,  the Purchaser  and the Escrow Agent,  and (ii)
shall  transfer to the Escrow  Agent  whole  shares of Omnicom  Stock  having an
aggregate Market Value of $1,700,000 multiplied by a fraction,  the numerator of
which is the number of shares of Class A common stock of the Company and Class B
common stock of the Company  (collectively,  "Common Stock")  outstanding on the
Closing Date and the  denominator of which is the sum of the number of shares of
Common Stock and the number of EARs and EPUs  outstanding on the Closing Date to
be held in the separate  special escrow account (the "Special Escrow Fund";  and
together with the General Escrow Fund, sometimes collectively referred to herein
as the "Escrow Funds") created pursuant to the terms of Escrow Agreement. To the
extent that the Company  transfers shares of Omnicom Stock received  pursuant to
Section  2.1.1(a) into the Escrow  Funds,  such shares shall be valued at Market
Value.  The Escrow Funds shall also contain shares of Omnicom Stock deposited by
Advertising  pursuant to Section 2.7 below. The term "Distribution Date" as used
in this Agreement shall mean one of the following dates: (a) if the Closing Date
occurs on or before  October 31, 1995,  the date shall be the earlier of (x) the
date on  which  Omnicom  makes  publicly  available  interim  financial  results
satisfying all applicable  FASB  pooling-of-interests  requirements  covering at
least  thirty  days of  post-Closing  combined  operations  of  Omnicom  and the
Businesses of the Company and Advertising  acquired  hereunder (the "Publication
Date") and (y)  October 30,  1995;  and (b) if the  Closing  Date  occurs  after
October 31, 1995, the date shall be the Publication Date.


                                       12
<PAGE>


     Section 2.6 Dissolution;  Distribution of the Company's Properties. As soon
as  practicable  after the  Closing,  the Company  shall file a  Certificate  of
Dissolution  with the  Secretary of State of the State of Delaware and dissolve.
As soon  as  practicable  on or  after  the  Distribution  Date  and  after  the
establishment  of the  Liquidating  Trust,  the Company shall  distribute to its
Stockholders  such number of shares of Omnicom  Stock  delivered  at the Closing
pursuant to Section 2.1.1(a),  less (x) any shares of Omnicom Stock used to fund
the Escrow  Funds,  on behalf of the  Stockholders,  and (y) 5% of the shares of
Omnicom Stock received by the Company under Section 2.1.1(a) after deducting the
Contributed  Stock which shall be delivered to the Liquidating  Trust, on behalf
of the  Stockholders,  to fund (together on a pro-rata basis with the holders of
EARs and EPUs) the payment and  satisfaction  of any obligations and liabilities
of the Company and Advertising not constituting  Assumed Liabilities and (z) the
Contributed  Stock. It is intended that the sale of the Assets,  the purchase of
the Preferred Stock and Class B common stock pursuant to the Profit Sharing Plan
Purchase  Agreement,  and  the  distribution  to the  Stockholders  in  complete
liquidation of the Company,  shall not give rise to dissenters'  rights in favor
of the Company's Stockholders under Delaware law.

     Section 2.7 Payment of Obligations to Rights Holders by Advertising. On the
Distribution  Date,  Advertising  (for and on behalf  of itself  and each of the
holders of Equity  Appreciation  Rights  ("EARs")  issued  under the 1993 Equity
Appreciation  Rights  Plan of the  Company  (the  "EAR  Plan"),  and each of the
holders of Equity  Participation  Awards  ("EPUs") issued under the 1988 Amended
and Restated  Equity  Participation  Plan of the Company (the "EPU Plan")),  (i)
shall  transfer to the Escrow  Agent 10% of the Omnicom  Stock  delivered at the
Closing pursuant to Section  2.1.1(b) or as Contributed  Stock to be held in the
General  Escrow Fund  created  pursuant to the Escrow  Agreement  and (ii) shall
transfer to the Escrow Agent whole  shares of Omnicom  Stock having an aggregate
Market Value of $1,700,000  multiplied by a fraction,  the numerator of which is
the number of EARs and EPUs  outstanding on the Closing Date and the denominator
of which is the sum of the  number of shares of Common  Stock and the  number of
EARs and EPUs  outstanding  on the Closing Date to be held in the Special Escrow
Fund  created  pursuant to the Escrow  Agreement,  in order in each case to fund
(together  on  a  pro-rata   basis  with  the   Stockholders)   and  secure  the
indemnification  obligations of the Company described in Section 11.2 below, and
(iii) shall transfer to a separate  escrow fund (the  "Liquidating  Trust Escrow
Fund") 5% of the shares of Omnicom Stock received by  Advertising  under Section
2.1.1(b) or as Contributed  Stock to fund (together on a pro rata basis with the
Stockholders) the payment and satisfaction of any obligations and liabilities of
the Company and Advertising not  constituting  Assumed  Liabilities.  As soon as
practicable  on or after the  Distribution  Date and prior to the closing of the
Advertising Stock Sale Agreement, Advertising shall distribute to the holders of
EARs and EPUs such number of shares of Omnicom  Stock  delivered  at the Closing
pursuant  to Section  2.1.1(b)  and shares of Omnicom  Stock  received  from the
Company as the Contributed  Stock pro rata in accordance  with their  interests,
less  any  shares  of  Omnicom  Stock  used to fund  the  Escrow  Funds  and the
Liquidating  Trust  Escrow Fund as  aforesaid.  To the extent  that  Advertising


                                       13
<PAGE>

transfers  shares of Omnicom Stock received  pursuant to Section  2.1.1(b) or as
Contributed  Stock into the Escrow Funds,  such shares shall be valued at Market
Value.

                                  ARTICLE III

                         REPRESENTATIONS OF THE SELLERS

     The Sellers,  jointly and  severally,  represent,  warrant and agree to and
with Omnicom and the Purchaser as follows:

     Section 3.1 Execution and Validity of Agreement and Related Documents.

     3.1.1  Execution and Validity of Agreement by the Company.  The Company has
the full  corporate  power and  authority  to enter into this  Agreement  and to
perform  its  obligations  hereunder,  provided  that  certain  matters  require
Stockholder  approval as provided in Section 5.10. The execution and delivery of
this  Agreement  by  the  Company  and  the  consummation  of  the  transactions
contemplated  hereby  have  been  authorized  by the Board of  Directors  of the
Company.  This Agreement has been duly and validly executed and delivered by the
Company and, assuming due  authorization,  execution and delivery by Omnicom and
the  Purchaser,  constitutes  the legal,  valid and  binding  obligation  of the
Company  enforceable  against it in  accordance  with its terms,  provided  that
certain matters require Stockholder approval as provided in Section 5.10.

     3.1.2 Execution and Validity of Agreement by  Advertising.  Advertising has
the full  corporate  power and  authority  to enter into this  Agreement  and to
perform its obligations hereunder.  The execution and delivery of this Agreement
by Advertising and the consummation of the transactions contemplated hereby have
been  authorized by the Board of Directors of Advertising,  and the Company,  as
its sole  stockholder.  This  Agreement  has been duly and validly  executed and
delivered by Advertising and, assuming due authorization, execution and delivery
by  Omnicom  and  the  Purchaser,  constitutes  the  legal,  valid  and  binding
obligation of Advertising enforceable against it in accordance with its terms.

     3.1.3 Execution and Validity of Related Agreements. Each of the Sellers has
the full  corporate  power and authority to enter into the Escrow  Agreement and
the Deposit and Pledge Agreement  referred to in Section 8.24 and to perform its
obligations under each such agreement; and the execution and delivery of each of
such agreements and the  consummation of the transactions  contemplated  thereby
have been duly authorized by the Boards of Directors of the Sellers. Each of the
Escrow  Agreement and the Deposit and Pledge Agreement has been duly and validly
executed and delivered by each Seller and, assuming due authorization, execution
and delivery by the other  parties  thereto,  constitutes  the legal,  valid and
binding obligation of each Seller enforceable  against each Seller in accordance
with its terms,  provided that certain matters require  Stockholder  approval as
provided in Section 5.10. The Company has the full corporate power and authority


                                       14
<PAGE>

to enter into the  Advertising  Stock Sale Agreement and the Profit Sharing Plan
Purchase  Agreement and to perform its  obligations  under each such  agreement,
provided  that  certain  matters  require  Stockholder  approval  as provided in
Section 5.10; and the execution and delivery of each of such  agreements and the
consummation of the transactions  contemplated thereby have been duly authorized
by the Board of  Directors of the Company.  Each of the  Advertising  Stock Sale
Agreement  and the Profit  Sharing  Plan  Purchase  Agreement  has been duly and
validly executed and delivered by the Company and,  assuming due  authorization,
execution  and delivery by the other  parties  thereto,  constitutes  the legal,
valid and binding obligation of the Company enforceable against it in accordance
with its terms,  provided that certain matters require  Stockholder  approval as
provided in Section 5.10.

     Section 3.2 Capitalization, Existence and Good Standing of the Company.

     3.2.1  Capitalization.   The  Company  has  an  authorized   capitalization
consisting  of  75,000,000  shares of Class A common  stock,  $.01 par value per
share, of which  13,527,269  shares are issued and outstanding and no shares are
held in Treasury; 200,000,000 shares of Class B common stock, $.01 par value per
share, of which  39,993,465  shares are issued and outstanding and no shares are
held in Treasury;  and 200,000 shares of Preferred Stock,  cumulative,  $.01 par
value per share, of which  140,817.7393  shares are issued and outstanding.  All
such  outstanding  shares have been duly  authorized  and validly issued and are
fully  paid and  non-assessable  and have not been  issued in  violation  of any
preemptive  rights  of  stockholders.  No other  class of  capital  stock of the
Company is authorized or outstanding.  Except as  contemplated  under the Profit
Sharing Plan Purchase  Agreement and except for the  repurchase  agreements  set
forth on Schedule  3.8,  there are no  outstanding  options,  warrants,  rights,
calls,  commitments,  conversion  rights,  rights  of  exchange,  plans or other
agreements of any character providing for the purchase,  issuance or sale of any
shares of the capital stock of the Company,  or providing for the payment of any
additional monies in respect of the Company's previous  repurchase of any shares
of its capital stock.

     3.2.2  Existence  and Good  Standing.  The  Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware, with the full corporate power and authority to own its property and to
carry on its  business all as and in the places  where such  properties  are now
owned or operated or such business is now being  conducted.  Except as set forth
on  Schedule  3.2,  the Company  has not  qualified  to do business as a foreign
corporation in any  jurisdiction,  and neither the character nor location of the
properties  owned or  leased by the  Company,  nor the  nature  of the  business
conducted by the Company,  requires such qualification in any jurisdiction.  The
Company is in good standing in each state or other  jurisdiction  in which it is
qualified to do business as a foreign corporation or foreign branch as set forth
on Schedule 3.2.

     Section 3.3 Subsidiaries and Investments.  Schedule 3.3 contains a true and
complete list of all of the Company's directly and indirectly owned subsidiaries


                                       15
<PAGE>

(individually a "Subsidiary" and collectively the "Subsidiaries").  Schedule 3.3
indicates those Subsidiaries which are inactive,  those which own no assets, and
those which are in the process of liquidation (each, an "Inactive  Subsidiary"),
which list of  Inactive  Subsidiaries  shall be updated  through  the Closing to
include any other  Subsidiaries  falling within such defined term. Except as set
forth in Schedule 3.3,  neither the Company nor any Subsidiary  owns any capital
stock or other equity or ownership or proprietary  interest in any  corporation,
partnership,  association,  trust,  joint venture or other entity.  Schedule 3.3
also sets forth the name,  jurisdiction of organization  and  capitalization  of
each  of the  Subsidiaries,  and a list  of all  of  the  stockholders  of  each
Subsidiary  (indicating  the number of shares  owned by each such  stockholder).
Except for  shares  held by a nominee of the  Company or another  Subsidiary  to
satisfy local law requirements, the Company or another Subsidiary owns of record
and  beneficially  and has valid  title to that  percentage  of the  issued  and
outstanding  shares of capital stock of each Subsidiary as set forth on Schedule
3.3,  free  and  clear of all  Liens.  Each  Subsidiary  is a  corporation  duly
incorporated and organized, validly existing and in good standing under the laws
of its jurisdiction of organization, with the full corporate power and authority
to own its  property and to carry on its business all as and in the places where
such  properties  are now  owned  or  operated  or such  business  is now  being
conducted.  The Canadian  branch of Advertising is duly qualified to do business
in Ontario as an Extra-Provincial  corporation.  Except as set forth on Schedule
3.3, no Subsidiary has qualified to do business as a foreign  corporation in any
jurisdiction, and neither the character nor the location of the properties owned
or leased by the  Subsidiary,  nor the nature of the business  conducted by such
Subsidiary,  requires such qualification in any jurisdiction. Each Subsidiary is
in good standing in each state or other jurisdiction in which it is qualified to
do business as a foreign  corporation or foreign branch as set forth on Schedule
3.3.  Except  for the  Canadian  branch of  Advertising  and the U.K.  branch of
Chiat/Day inc. Advertising International  ("International") and as otherwise set
forth on Schedule 3.3, no Subsidiary has a branch,  agency, place of business or
permanent  establishment  outside of the United States.  All of the  outstanding
shares of capital stock of each Subsidiary have been duly authorized and validly
issued  and are duly  paid and  non-assessable,  and  have  not been  issued  in
violation of any preemptive rights of Stockholders. Except as contemplated under
the  Advertising  Stock  Sale  Agreement,  there  are  no  outstanding  options,
warrants,  rights,  calls,  commitments,  conversion rights, rights of exchange,
plans or other agreements of any character, providing for the purchase, issuance
or sale of any shares of the capital stock of any Subsidiary.

     Section 3.4 Financial  Statements  and No Material  Changes.  Schedule 3.4A
sets forth the  following:  (a) an  audited  consolidated  balance  sheet of the
Company and its  subsidiaries  as at October 31,  1992,  1993 and 1994,  and the
related statements of operations,  stockholders'  equity (deficit) and cash flow
for the  years  then  ended,  reported  on by  Coopers  &  Lybrand,  independent
certified public  accountants,  (b) consolidating  balance sheets of the Company
and Advertising as at October 31, 1994 (such consolidating balance sheets of the


                                       16
<PAGE>

Company and  Advertising  are referred to herein as the "Company  Balance Sheet"
and the "Advertising Balance Sheet,"  respectively),  (c) consolidating  balance
sheets as at October 31, 1994 of the U.S.  offices of  Advertising,  the Toronto
office of Advertising and the London office of  International.  The consolidated
balance  sheet of the  Company  and its  subsidiaries  as at October 31, 1994 is
referred to in this Agreement as the "Balance Sheet". Such financial statements,
including the footnotes  thereto,  are true and correct in all material respects
and have been prepared in accordance  with U.S.  generally  accepted  accounting
principles ("GAAP") consistently applied throughout the periods indicated except
as set forth on Schedule 3.4B.  Each of the  consolidated  balance sheets of the
Company and its subsidiaries fairly presents the consolidated financial position
of the Company and its  subsidiaries at the respective date thereof and reflects
all  claims  against  and all  debts  and  liabilities  of the  Company  and its
subsidiaries,  fixed or contingent, as at the date thereof, required to be shown
thereon  under GAAP,  and the related  statements of  operations,  stockholders'
equity  (deficit)  and cash flow  fairly  present  the  consolidated  results of
operations of the Company and its  subsidiaries,  retained earnings and the cash
flow for the respective  periods  indicated.  Each of the consolidating  balance
sheets as at October 31, 1994 fairly  presents  the  financial  condition of the
applicable  operating  unit at the Balance  Sheet Date and  reflects  all claims
against  and all  debts  and  liabilities  of such  operating  unit,  fixed  and
contingent,  as at such date,  required to be shown  thereon  under GAAP.  Since
October  31, 1994 (the  "Balance  Sheet  Date"),  except for the  execution  and
delivery of this  Agreement and the  transactions  required or permitted to take
place  pursuant  hereto  on or  prior to the  Closing  Date,  there  has been no
material  adverse  change in the assets or  liabilities,  or in the  business or
condition,  financial or otherwise,  in the results of operations of the Company
and its Subsidiaries.

     Section 3.5 Books and Records.  All accounts,  books,  ledgers and official
and other records  material to the business of the Company and its  Subsidiaries
of whatsoever  kind have been properly and accurately  kept and completed in all
material  respects,  and there are no material  inaccuracies or discrepancies of
any kind  contained or reflected  therein.  Except as set forth on Schedule 3.5,
neither  the  Company  nor  any of its  Subsidiaries  have  any of its  records,
systems, controls, data or information recorded, stored, maintained, operated or
otherwise  wholly or partly  dependent  on or held by any means  (including  any
electronic,  mechanical or photographic  process,  whether  computerized or not)
which  (including  all means of access  thereto and therefrom) are not under the
exclusive  ownership and direct control of the Company or such  Subsidiary.  The
Company has  delivered  to the  Purchaser  complete  and  correct  copies of the
Certificate of Incorporation  and By-laws (or equivalent  charter  documents) of
the Company and of each  Subsidiary  which is not an  Inactive  Subsidiary;  and
prior  to  the  Closing  will  deliver  any  approved  amendments,   changes  or
restatements of such instruments.

     Section  3.6  Title  to  Properties;  Encumbrances.  The  Company  and  its
Subsidiaries  have good and valid title to (a) all their  properties  and assets
owned by them (real and personal, tangible and intangible),  including,  without
limitation,  all the properties and assets  reflected in the Balance Sheet,  and
(b) all the properties and assets  purchased by the Company and its Subsidiaries
since the Balance Sheet Date except for properties  and assets  reflected in the


                                       17
<PAGE>

Balance  Sheet or acquired  since the Balance  Sheet Date that have been sold or
otherwise disposed of in the ordinary course of business,  free and clear of all
Liens except as reflected on Schedule 3.6 and except for Liens granted to secure
the  obligations of the Company and  Advertising  under the Amended and Restated
Credit  Agreement  dated as of February 1, 1995 among the Company,  Advertising,
Omnicom and Cargill,  Wilson & Acree, as agent (as such agreement may be amended
from time to time, the "Amended and Restated Credit  Agreement").  The property,
plant and equipment owned by the Company and the  Subsidiaries  taken as a whole
are in a state of good  maintenance and repair and are adequate and suitable for
the purposes for which they are presently being used.

     Section 3.7 Leases.  Neither the Company nor any Subsidiary owns a freehold
interest in any real  property.  Schedule  3.7 contains an accurate and complete
list of all personal  property  leases with a fixed  annual  rental in excess of
$50,000 and all real  property  leases to which the Company or a Subsidiary is a
party (as lessee, lessor, sublessee or sublessor), including without limitation,
leases  which the Company or a Subsidiary  has  subleased or assigned to a third
party and as to which the Company or a Subsidiary remains liable. Each lease set
forth on Schedule 3.7 (or  required to be set forth on Schedule  3.7) is in full
force and effect;  all rents and additional rents due to date on each such lease
have been paid; in each case, the lessee has been in peaceable  possession since
the commencement of the original term of such lease and no waiver, indulgence or
postponement  of the  lessee's  obligations  thereunder  has been granted by the
lessor;  and,  except as set forth in Schedule  3.7,  there exists no default or
event of default  by the  Company or any  Subsidiary  or to the best  knowledge,
information  and  belief of the  Sellers,  by any other  party,  or  occurrence,
condition or act (including the purchase of the Assets  hereunder)  which,  with
the giving of notice, the lapse of time or the happening of any further event or
condition,  would  become a default or event of default  under such  lease,  and
there  are no  outstanding  claims of  breach  or  indemnification  or notice of
default or termination  of any such lease.  Except as set forth on Schedule 3.7,
there are no rent  reviews  under any lease held by the Company or a  Subsidiary
currently  in progress or to  commence  within the next 60 day period.  The real
property and personal property leased by the Company and its Subsidiaries  taken
as a whole is in a state of good  maintenance  and  repair and is  adequate  and
suitable for the purposes for which it is presently  being used, and the Sellers
are not aware of any material repair or restoration  works likely to be required
in  connection  with any of their  leased  properties.  Except  as set  forth on
Schedule 3.7, the Company or a Subsidiary is in physical  possession  and actual
and exclusive occupation of the whole of each of their leased properties.

     Section  3.8  Contracts.  Schedule  3.8 hereto  contains  an  accurate  and
complete list of the following agreements to which the Company or any Subsidiary
is a party: (a) all Plans (as defined in Section 3.19) and Disclosed Schemes (as
defined in Section  1.1 of Annex II  hereto),  (b) any  agreement,  contract  or
commitment  relating to capital  expenditures which involve payments of $250,000
or more in any single or related  transaction,  (c) any  agreement,  contract or
commitment  relating to the making of any loan,  advance or  investment to or in
any Person (as defined in Section  12.4),  which in any case  involves more than


                                       18
<PAGE>

$50,000,  (d) any instrument or arrangement  evidencing or related in any way to
indebtedness (excluding  intercompany  indebtedness) for money borrowed or to be
borrowed,  whether  directly  or  indirectly,  by way of  loan,  purchase  money
obligation,  guaranty (other than the endorsement of negotiable  instruments for
collection in the ordinary course of business),  conditional  sale,  purchase or
otherwise,  which in any case  involves  $50,000  or  more,  (e) any  management
service,  employment,  consulting or any other similar type of contract which is
not cancelable without penalty or other financial obligation within 30 days, (f)
any agreement, contract or commitment limiting its freedom to engage in any line
of business or to compete with any other Person,  including  agreements limiting
its ability to take on  competitive  accounts after the  termination  thereof or
limiting the ability of its  affiliates to take on competitive  accounts  during
the  term  thereof,   but  excluding   standard   exclusivity   requirements  in
agency-client  agreements  entered into in the ordinary course of business,  (g)
any  agreement,  contract or  commitment  not covered by another  clause of this
Section  3.8  which  is  material  to the  businesses  of the  Company  and  its
Subsidiaries taken as a whole, (h) any collective bargaining or union agreement,
(i)  any  agreement  with  any of its  officers  or  directors  or  stockholders
(including  stockholder  agreements  or  indemnification  agreements),  (j)  any
secrecy  or  confidentiality  agreement  (other  than  standard  confidentiality
agreements in computer software license  agreements or agency-client  agreements
entered into in the ordinary course of business), (k) any licensing or franchise
agreement (other than computer software license  agreements and other than those
entered into in its capacity as agent),  (l) any  agency/client  agreement which
generated  commissions  and  fees  during  1994,  or  is  expected  to  generate
commission and fees during 1995, of at least  $100,000,  (m) any agreements with
media buying services;  provided, however,  commitments to purchase media in the
ordinary course of business do not have to be set forth on Schedule 3.8, and (n)
any joint venture or  partnership  agreement  involving a sharing of profits not
covered by (a) through (m) above;  provided,  however,  that (x)  commitments to
media and production expenses which are fully reimbursable from clients, and (y)
estimates or purchase orders given in the ordinary  course of business  relating
to the execution of projects,  do not have to be set forth on Schedule 3.8. Each
contract,  agreement or commitment  set forth on Schedule 3.8 (or required to be
set forth on  Schedule  3.8) is in full force and  effect,  and there  exists no
default  or event of default by the  Company  or any  Subsidiary  or to the best
knowledge,  information  and  belief  of the  Sellers,  by any other  party,  or
occurrence,  condition,  or act (including the purchase of the Assets hereunder)
which,  with the giving of  notice,  the lapse of time or the  happening  of any
other event or condition, would become a default or event of default thereunder,
and there are no outstanding  claims of breach or  indemnification  or notice of
default  or  termination  of any  such  agreements,  contracts  or  commitments.
Schedule 3.8 also  indicates  which of the  agreements set forth thereon are not
being assigned to, or assumed by, the Purchaser.

     Section 3.9 Restrictive Documents.  Except for approvals required under the
HSR Act (as  defined in Section  5.2 below) and except as set forth on  Schedule
3.9,  neither the Company nor any of its  Subsidiaries is subject to, or a party
to, any charter,  by-law,  mortgage,  lien, lease, license,  permit,  agreement,
contract,  instrument,  law, rule,  ordinance,  regulation,  order,  judgment or


                                       19
<PAGE>

decree, or any other  restriction of any kind or character,  which would prevent
consummation  of the  transactions  contemplated  by this Agreement or any other
agreement  entered  into by any of  them in  connection  with  the  transactions
contemplated  hereby.  Except  as set  forth on  Schedule  3.9,  the  execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated hereby will not (i) violate,  conflict with or result
in the  breach of any  provision  of the  charter  documents  or  by-laws of the
Company or any Subsidiaries; (ii) violate, conflict with or result in the breach
or  modification  of any of the terms of, or constitute (or with notice or lapse
of time or both  constitute)  a  default  under,  or  otherwise  give any  other
contracting  party  the  right  to  accelerate  or  terminate,  any  obligation,
contract,  agreement,  lien,  judgment,  decree or other instrument to which the
Company  or any  Subsidiary  is a party or by or to  which  the  Company  or any
Subsidiary or any of their assets or properties  may be bound or subject;  (iii)
violate any order,  writ,  judgment,  injunction,  award or decree of any court,
arbitrator or  governmental  or regulatory  body against,  or binding upon,  the
Company or any Subsidiary or any of their assets or  properties;  or (iv) result
in a  violation  by  the  Company  or any  Subsidiary  of  any  statute,  law or
regulation of any jurisdiction which is applicable to the business or operations
of the Company or such Subsidiary  except as could not reasonably be expected to
have a  Material  Adverse  Effect.  For  purposes  of this  Agreement,  the term
"Material  Adverse  Effect"  shall mean any material  and adverse  effect on the
financial condition, results of operations,  assets, properties or businesses of
the Company and the Subsidiaries taken as a whole.

     Section 3.10 Litigation.  Except as set forth on Schedule 3.10, there is no
action,  suit,  proceeding at law or in equity by any Person, or any arbitration
or any  administrative  or  other  proceeding  by or  before  (or  to  the  best
knowledge,  information  and belief of the Sellers,  any  investigation  by) any
governmental  or  other  instrumentality  or  agency,  pending  or,  to the best
knowledge,  information and belief of the Sellers,  threatened against either of
the Sellers with  respect to this  Agreement  or the  transactions  contemplated
hereby, or against or affecting the Company or any of its Subsidiaries or any of
their  properties or rights.  Except as set forth on Schedule 3.10,  neither the
Company nor any  Subsidiary is subject to any judgment,  order or decree entered
in any lawsuit or proceeding.

     Section 3.11 Taxes. Except as set forth on Schedule 3.11;

     3.11.1 Taxes. The Company and its Subsidiaries  have timely filed or caused
to be filed,  taking into account any valid extensions of due dates,  completely
and accurately,  (x) all Federal and foreign, tax or information returns and (y)
all material state and local tax or information returns (including estimated tax
returns),  in each case,  required  under the statutes,  rules or regulations of
such  jurisdictions  to be filed by the Company and its  Subsidiaries.  The term
"Taxes"  means  taxes,  duties,  charges or levies of any nature  imposed by any
taxing or other  governmental  authority,  including without  limitation income,
gains, capital gains, surtax,  capital,  franchise,  capital stock,  value-added
taxes ("VAT"), taxes required to be deducted from payments made by the payor and


                                       20
<PAGE>

accounted  for to any tax  authority,  employees'  income  withholding,  back-up
withholding,  withholding  on  payments  to foreign  persons,  social  security,
national insurance,  unemployment,  worker's compensation,  payroll, disability,
real  property,  personal  property,  sales,  use,  goods and  services or other
commodity  taxes,  business,  occupancy,  excise,  customs  and  import  duties,
transfer,  stamp and other taxes (including interest,  penalties or additions to
tax in respect of the foregoing),  and includes all taxes payable by the Company
or any Subsidiary  pursuant to Treasury  Regulations  ss.1.1502-6 or any similar
provision of state,  local or foreign  law,  and, (i) for the purposes of United
Kingdom taxation "Taxes" shall also include corporation tax, advance corporation
tax, inheritance tax, national insurance  contributions,  stamp duty, stamp duty
reserve  tax,  and general  business  rates  income  tax,  in each case  whether
disputed or not, and (ii) for the purposes of Canadian taxation the term "Taxes"
shall also  include  employer  health  taxes and Canada or Quebec  Pension  Plan
contributions.  All Taxes shown on said returns to be due have been paid and all
additional  assessments  received prior to the date hereof have been paid or are
being  contested in good faith,  in which case such  contested  assessments  are
disclosed  on  Schedule  3.11.  The amount set up as an accrual for Taxes on the
Balance Sheet is  sufficient  for the payment of all unpaid Taxes of the Company
and its  Subsidiaries,  whether or not  disputed,  for all periods  ended on and
prior to the date thereof. Since the Balance Sheet Date, neither the Company nor
any Subsidiary has incurred any liabilities for Taxes other than in the ordinary
course of business.  The Company and its Subsidiaries  have withheld all amounts
required  to be  withheld on account of Taxes from  amounts  paid to  employees,
former  employees,  directors,  officers and  residents  and  non-residents  and
remitted the same to the appropriate taxing authority within the prescribed time
periods.  The Company and its Subsidiaries  have collected all sales, use, goods
and services or other  commodity Taxes required to be collected and remitted the
same to the appropriate taxing authority within the prescribed time periods. The
Company  and its  Subsidiaries  have  delivered  to the  Purchaser  correct  and
complete copies of all federal,  state and foreign income tax returns filed with
respect to the Companies for all taxable periods  beginning on or after November
1, 1991. The Federal income tax returns of the Company or its Subsidiaries  have
been audited by the Internal Revenue Service for all periods through October 31,
1989. The Company has delivered to the Purchaser true and complete copies of all
notices of deficiencies or proposed deficiencies and of all audit reports issued
to the  Company  by any  taxing  authority  for  periods  beginning  on or after
November 1, 1988. No  examination  by any taxing  authority of any return of the
Company or any Subsidiary is currently in progress,  and neither the Company nor
any Subsidiary has received written notice of any proposed audit or examination.
No deficiency in the payment of Taxes by the Company or any  Subsidiary  for any
period  has been  asserted  in  writing  by any  taxing  authority  and  remains
unsettled at the date of this Agreement.  Neither the Company nor any Subsidiary
has made any agreement,  waiver or other arrangement  providing for an extension
of time with respect to the assessment or collection of any Tax against it.

     3.11.2 VAT Legislation.  Each Subsidiary, branch or division of the Company
or any Subsidiary  which is  incorporated or doing business in a Member State of
the  European  Economic  Community  is  registered  for the  purposes of the VAT
legislation  in such Member  State and in each Member  State where it carries on
business.  Neither the Company nor any Subsidiary has agreed to become an agent,


                                       21
<PAGE>

manager or factor of or fiscal  representative  of or for any Person  other than
the  Company or another  Subsidiary  not  resident in its  jurisdiction  for the
purposes of the relevant VAT legislation.

     3.11.3  Additional  Representations.  The Sellers  hereby  further make the
representations   and  warranties  set  forth  on  Annex  I  hereto,   which  is
incorporated  herein  and  made a part  hereof  as if set  forth  herein  in its
entirety.

     Section  3.12  Liabilities.  Except  as set forth on the  Balance  Sheet or
referred  to in the  footnotes  thereto,  and except for  liabilities  under the
Profit Sharing Plan Purchase  Agreement,  the Advertising  Stock Sale Agreement,
liabilities  under  loans  required  to be taken  pursuant  to the terms of this
Agreement,  and  liabilities  permitted  under  Section  5.5 of this  Agreement,
neither the Company nor any Subsidiary has any outstanding  claims,  liabilities
or indebtedness  of any nature  whatsoever  (collectively  in this Section 3.12,
"liabilities"),   whether  accrued,   absolute  or  contingent,   determined  or
undetermined,  asserted or  unasserted,  and whether due or to become due, other
than (i) liabilities  disclosed in any Schedule hereto;  (ii) liabilities  under
contracts,  agreements,  licenses,  leases,  commitments and undertakings of the
type  required to be disclosed on any Schedule but because of the dollar  amount
or other  qualifications  are not required to be listed on such Schedule;  (iii)
liabilities incurred in the ordinary course of business and consistent with past
practice  since the Balance Sheet Date not  involving  borrowings by the Company
and its Subsidiaries;  and (iv) liabilities which are fully covered by insurance
maintained by the Company or any of its  Subsidiaries on or prior to the Closing
Date and which will inure to the Purchaser's benefit after the Closing Date.

     Section  3.13  Insurance.  Schedule  3.13 is a  schedule  of all  insurance
policies (including life insurance) or binders maintained by the Company and its
Subsidiaries.  All such policies are valid, outstanding and enforceable policies
and all premiums  that have become due have been  currently  paid.  None of such
policies  shall lapse or  terminate by reason of the  transactions  contemplated
hereby.  Neither the  Company  nor any  Subsidiary  has  received  any notice of
cancellation  or non-renewal  of any such policy or binder.  Neither the Company
nor any Subsidiary has received  notice from any of its insurance  carriers that
any premiums  will be  materially  increased in the future or that any insurance
coverage  listed  on  Schedule  3.13  will not be  available  in the  future  on
substantially the same terms now in effect;  provided,  that the Sellers make no
representation as to any cancellation,  non-renewal,  premium increase or change
in terms which may occur after the Execution Date with respect to any earthquake
or  flood  insurance  (provided,  that the  Sellers  have no  current  knowledge
regarding  the  likely  occurrence  of the  foregoing).  Except  as set forth on
Schedule 3.13,  within the last two years neither the Company nor any Subsidiary
has  filed  for  any  claim  exceeding  $100,000  against  any of its  insurance
policies, exclusive of automobile policies.

     Section 3.14  Intellectual  Properties.  Schedule  3.14 hereto  contains an
accurate and  complete  list of all patents,  patent  applications,  trade name,
trademark,  copyright  and service  mark  registrations  and  applications  (now
pending)  owned  by  the  Company  and  its  Subsidiaries   (collectively,   the


                                       22
<PAGE>

"Intellectual Property") and all agreements under which any Person has granted a
license under any Intellectual  Property to the Company or any Subsidiary (other
than  "off-the-shelf"   computer  software  licenses).  The  term  "Intellectual
Property" as used in this Section shall not include any of the foregoing  listed
items  which are owned or  licensed  by a client  of the  Company  or any of its
Subsidiaries and which are used by the Company or one of its Subsidiaries in the
rendering of services to such client, provided that in all cases the Company and
its Subsidiaries  have the requisite  permission and authority to use such items
as  currently  used or  anticipated  to be used.  No claim  of  infringement  or
misappropriation of Intellectual Property is or has been pending or, to the best
knowledge, information and belief of the Sellers, threatened against the Company
or any of its Subsidiaries and, to the best knowledge, information and belief of
the Sellers,  neither the Company nor any of its  Subsidiaries  is infringing or
misappropriating any intellectual  property of others and none of the trademarks
or trade names set forth in  Schedule  3.14 have been  abandoned.  Except as set
forth on Schedule  3.14,  neither the  Company nor any of its  Subsidiaries  has
expressly granted any license,  franchise or permit in effect on the date hereof
to any person or entity to use any of the trade  names or any of the  trademarks
owned by it.

     Section 3.15 Compliance with Laws; Licenses and Permits.

     3.15.1 Compliance. The Company and its Subsidiaries are, and their business
have been  conducted,  in  compliance  with all  applicable  laws,  regulations,
orders,  judgments,  decrees,  codes,  and ordinances  ("Requirements  of Law"),
except in each case  where the  failure  to so comply  would not have a Material
Adverse  Effect,  including  without  limitation,  (i) all  Requirements  of Law
promulgated  by the  Federal  Trade  Commission  or any  other  Federal,  state,
provincial,  municipal or local  governmental  regulatory  agency or enforcement
authority;  (ii)  all  environmental  Requirements  of  Law,  whether  regarding
emissions,  hazardous materials, hazardous wastes, toxic chemicals or otherwise;
and  (iii)  all  Requirements  of Law  relating  to  labor,  civil  rights,  and
occupational  safety and health laws, worker's  compensation,  employment or pay
equity. Neither the Company nor any Subsidiary has been charged with, or, to the
best information,  knowledge and belief of the Sellers threatened with, or under
any  investigation  with respect to, any charge  concerning any violation of any
Requirements of Law.

     3.15.2  Licenses.  The  Company  and its  Subsidiaries  have all  licenses,
permits  and  other  governmental  certificates,  authorizations  and  approvals
(collectively  "Licenses")  required by any  governmental or regulatory body for
the operation of their  businesses and the use of their  properties as presently
operated or used,  except where the failure to have such Licenses would not have
a Material Adverse Effect.  All of the Licenses are in full force and effect and
no action or claim is pending, nor to the best knowledge, information and belief
of the Sellers is  threatened,  to revoke or  terminate  any of the  Licenses or
declare any License invalid in any material respect.


                                       23
<PAGE>


     Section 3.16 Client Relations.  Except as set forth on Schedule 3.16, there
has not been,  and the Sellers  have no  reasonable  basis to believe that there
will be any adverse change in relations with clients as a result of the purchase
and sale of the Assets contemplated by this Agreement.  Schedule 3.16 sets forth
for the  Company  and the  Subsidiaries  taken as a whole,  the  twenty  largest
clients  (measured by revenues)  as at the date hereof,  the revenues  from each
such client and from all clients  (in the  aggregate)  for the fiscal year ended
October 31, 1994, and the projected  revenues of such twenty largest clients and
all clients (in the  aggregate) for the fiscal year ending October 31, 1995. The
Sellers  do not  warrant  that the  estimated  projected  revenues  set forth on
Schedule  3.16 will prove to be  accurate;  provided,  however,  the  Sellers do
represent that they were made in good faith and upon a reasonable basis.  Except
as set  forth  on  Schedule  3.16,  no  current  client  of the  Company  or any
Subsidiary  has  advised  the Company or any  Subsidiary  in writing  that it is
terminating  or  considering  terminating  the  handling of its  business by the
Company or any Subsidiary,  as a whole or in respect of any particular  product,
project or  service,  or is  planning  to reduce its  future  spending  with the
Company or any  Subsidiary in any material  manner,  and to the best  knowledge,
information and belief of the Sellers,  no client has orally advised the Company
or any Subsidiary of any of the foregoing events.

     Section 3.17 Accounts Receivable; Work-in-Process; Accounts Payable. Except
for the Mojo  Receivable  (as  defined  in  Section  3.28),  the  amount  of all
work-in-process, accounts receivable, expenditures billable to clients and other
debts due or recorded in the records and books of account of the Company and the
Subsidiaries  as being due to the  Company  or any  Subsidiary  will be good and
collectible  in full  (less the  amount of any  provision,  reserve  or  similar
adjustment  therefor  made in such records and books of account) in the ordinary
course of business,  but in no event later than one year from the Closing  Date,
and none of such  accounts  receivable  or other debts (or  accounts  receivable
arising from such  work-in-process) is or will be subject to any counterclaim or
set-off except to the extent of any such provision, reserve or adjustment. There
has been no material  adverse  change since the Balance Sheet Date in the amount
or aging of the work-in-process,  accounts receivable,  expenditures billable to
clients or other debts due to the Company or any Subsidiary or the reserves with
respect thereto,  or accounts payable of the Company or any Subsidiary,  in each
case other than in the ordinary course of business.

     Section 3.18 Employment Relations. (a) The Company and the Subsidiaries are
in  compliance  in all material  respects with all  applicable  laws  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages, hours and vacation,  and is not engaged in any unfair labor practice; (b)
no unfair labor  practice  complaint  against the Company or any  Subsidiary  is
pending  before any  applicable  government  entity  and  without  limiting  the
generality of the foregoing,  no complaint has been filed by any Person alleging
a violation by the Company or any  Subsidiary  of the  Employment  Standards Act
(Ontario),  Human Rights Act (Ontario) or any similar legislation;  (c) there is
no organized labor strike, dispute,  slowdown or stoppage actually pending or to
the best knowledge,  information and belief of the Sellers threatened against or
involving  the  Company  or  any  Subsidiary;  (d)  there  are no  labor  unions


                                       24
<PAGE>

representing  or, to the best knowledge,  information and belief of the Sellers,
attempting to represent the employees of the Company or any  Subsidiary;  (e) no
claim or grievance nor any  arbitration  proceeding  arising out of or under any
collective   bargaining   agreement  is  pending  and  to  the  best  knowledge,
information and belief of the Sellers,  no claim or grievance  therefor has been
threatened; (f) no collective bargaining agreement is currently being negotiated
by the  Company or any of its  Subsidiaries;  (g)  neither  the  Company nor any
Subsidiary has experienced any work stoppage or similar  organized labor dispute
during the last three years; and (h) all filings and payments under the Worker's
Compensation  Act (Ontario) have been filed or are made and up to date and there
are no claims  made  under  this or  similar  legislation  which,  if  adversely
determined,  would have a Material  Adverse  Effect.  There is no legal  action,
suit,  proceeding or claim pending or, to the best  knowledge,  information  and
belief of the Sellers,  threatened between the Company or any Subsidiary and any
of their employees,  former employees,  agents, former agents, job applicants or
any  association  or group of any of their  employees,  except  as set  forth on
Schedule 3.10.

     Section 3.19 Employee Benefit Matters.

     3.19.1  List of Plans.  Schedule  3.8 to this  Agreement  lists all written
employee  benefit  plans (as defined in Section 3(3) of the Employee  Retirement
Income Security Act of 1974, as amended  ("ERISA")) and all bonus, stock option,
stock purchase, restricted stock, stock appreciation rights, incentive, deferred
compensation,  retiree  medical  or  life  insurance,  supplemental  retirement,
severance or other benefit plans, programs or arrangements, and all termination,
severance or other contracts or agreements  (other than employment  agreements),
whether formal or informal, whether covering one person or more than one person,
and  whether  or not  subject  to any of the  provisions  of  ERISA,  which  are
maintained,  contributed to or sponsored by the Company and its Subsidiaries for
the benefit of any employee  (each item listed on Schedule 3.8 being referred to
herein individually,  as a "Plan" and collectively, as the "Plans"). The Company
has  delivered to the Purchaser a complete and accurate copy of (i) each welfare
benefit plan (as defined in Section 3(1) of ERISA (a "Welfare Plan")  (including
all amendments thereto whether or not such amendments are currently  effective),
(ii) each trust  agreement  or other  funding  arrangement  with respect to each
Welfare Plan, including insurance contracts, (iii) each summary plan description
and summary of  material  modifications  relating to a Plan,  and (iv) the three
most recently filed IRS Form 5500 relating to each Welfare Plan. The information
reported  on each such Form 5500 is  accurate  and true.  Except as set forth on
Schedule  3.19 or as  contemplated  by Section 6.4,  neither the Company nor any
Subsidiary has any commitment (i) to create or cause to exist any other employee
benefit plan, program or arrangement or (ii) to modify,  change or terminate any
Plan.

     3.19.2 Severance.  Except as set forth on Schedule 3.19, none of the Plans,
any  employment  agreement  or other  arrangement  to which the  Company  or any
Subsidiary  is a party,  provides  for the  payment  of  separation,  severance,


                                       25
<PAGE>

termination or  similar-type  benefits to any person or obligates the Company or
any  Subsidiary  to  pay  separation,  severance,  termination  or  similar-type
benefits solely as a result of any transaction contemplated by this Agreement or
as a result of a "change  in  control,"  within  the  meaning of such term under
section 280G of the Internal Revenue Code of 1986, as amended (the "Code").

     3.19.3 No Retiree  Benefits.  No Welfare Plan provides or promises  retiree
medical,  disability  or  life  insurance  benefits  to any  current  or  former
employee, officer or director of the Company or any Subsidiary.

     3.19.4  Plan  Compliance.   Each  Plan  has  been  operated  materially  in
accordance  with the  requirements  of all applicable  law,  including,  without
limitation, to the extent applicable, ERISA and the Code and the regulations and
authorities  published  thereunder.   The  Company  and  the  Subsidiaries  have
performed all material  obligations required to be performed by it under, is not
in any respect in default  under or in  violation  of, and the  Sellers  have no
knowledge  of any  default  or  violation  by any party to,  any Plan.  No legal
action, suit, audit, investigation or claim is pending or to the best knowledge,
information and belief of the Sellers threatened with respect to any Plan (other
than  claims  for  benefits  in the  ordinary  course)  and,  no fact,  event or
condition  exists  that  could  give  rise  to any  such  action,  suit,  audit,
investigation  or claim.  All  reports,  disclosures,  notices and filings  with
respect  to  such  Plans  required  to  be  made  to  employees,   participants,
beneficiaries, alternate payees and government agencies have been timely made or
an extension has been timely obtained.  There has been no prohibited transaction
(within the  meaning of Section  406 of ERISA or section  4975 of the Code) with
respect to any Plan subject to ERISA. Neither the Company nor any Subsidiary has
incurred any liability  for any excise tax arising under  Sections 4975 or 4980B
of the Code or any civil  penalty  arising  under  Sections  502(i) or 502(l) of
ERISA,  and,  to the best  knowledge,  information  and belief of the Sellers no
fact, event or condition exists which could give rise to any such liability. All
contributions,  premiums or payments  required to be made,  paid or accrued with
respect  to any Plan have been  made,  paid or  accrued  on or before  their due
dates,  including  extensions  thereof.  All such  contributions have been fully
deducted for income tax purposes and no such  deduction  has been  challenged or
disallowed by any government entity and no fact or event exists which could give
rise to any such challenge or disallowance.

     3.19.5  Additional  Representations.  The Sellers  hereby  further make the
representations  and  warranties  set  forth  on  Annex  II  hereto,   which  is
incorporated  by reference  herein and made a part hereof as if set forth herein
in its entirety.

     Section 3.20 Interests in Customers, Suppliers, Etc. Except as set forth on
Schedule 3.20, to the best knowledge,  information and belief of the Sellers, no
officer,  director,  or employee of the Company or any  Subsidiary,  any parent,
brother,  sister,  child or spouse of any such  officer,  director  or  employee
(collectively,  the "Related Group"),  or any entity controlled by anyone in the
Related Group:

          (i) owns, directly or indirectly, any interest in (excepting less than
     1/4 of 1% stock holdings for investment  purposes in securities of publicly
     held and traded  companies),  or has any right to receive payments from, or


                                       26
<PAGE>

     is an officer, director, employee or consultant of, any Person which is, or
     is  engaged  in  business  as,  a  competitor,  lessor,  lessee,  supplier,
     distributor,  sales  agent,  customer  or  client  of  the  Company  or any
     Subsidiary;

          (ii) owns, directly or indirectly (other than through the ownership of
     stock or other securities of the Company or any Subsidiary), in whole or in
     part,  any  tangible  or  intangible  property  that  the  Company  or  any
     Subsidiary uses in the conduct of business; or

          (iii) has any cause of action or other claim  whatsoever  against,  or
     owes any amount to, the Company or any Subsidiary, except for claims in the
     ordinary  course of business  such as for  accrued  vacation  pay,  accrued
     benefits under employee benefit plans, employment agreements,  loans to any
     employee,  in each case consistent with past practice and  individually not
     in excess of $5,000, and except as set forth on Schedule 3.8(c) and similar
     matters and agreements existing on the date hereof.

     Section 3.21 Bank  Accounts  and Powers of Attorney.  Set forth in Schedule
3.21 is an accurate and complete list showing (a) the name of each bank in which
the Company and its  Subsidiaries  have an account,  credit line or safe deposit
box and the names of all persons  authorized  to draw  thereon or to have access
thereto,  and (b) the names of all persons,  if any,  holding powers of attorney
from the  Company  and its  Subsidiaries  and a summary  statement  of the terms
thereof.

     Section 3.22  Compensation  of Employees.  Schedule 3.22 is an accurate and
complete  list  showing  (a)  the  names  and  positions  of all  employees  and
consultants  who are  currently  being  compensated  in the  aggregate  from the
Company or any  Subsidiary at an annualized  rate of $150,000 or more,  together
with a statement of the current annual salary,  and material  fringe benefits of
such employees and consultants  not generally  available to all employees of the
Company and its Subsidiaries,  (b) all bonus compensation paid or payable in the
aggregate (whether by agreement, custom or understanding) to any employee of the
Company and its Subsidiaries for services  rendered during the fiscal year ended
October  31,  1994 and  October  31,  1995,  and (c) the  names  of all  retired
employees,  if any,  of the Company or its  Subsidiaries  who are  receiving  or
entitled to receive any  healthcare or life  insurance  benefits or any payments
from the Company and its  Subsidiaries  not covered by any pension plan to which
the Company or its  Subsidiaries  are a party,  their ages and current  unfunded
pension rate, if any. The present  severance and vacation  policy of the Company
and each of its Subsidiaries is set forth on Schedule 3.22.

     Section  3.23 No Changes  Since the Balance  Sheet Date.  Since the Balance
Sheet Date except as specifically  stated on Schedule 3.23 or as contemplated or
otherwise  permitted under the terms of this Agreement,  neither the Company nor
any  Subsidiary  has (a) incurred  any  liability  or  obligation  of any nature


                                       27
<PAGE>

(whether  accrued,  absolute,  contingent or otherwise),  except in the ordinary
course of business,  (b) permitted any of its assets to be subjected to any Lien
(other  than Liens in favor of Omnicom  or any of its  subsidiaries),  (c) sold,
transferred  or  otherwise  disposed of any assets or  properties  except in the
ordinary  course of business,  (d) made any capital  expenditure  or  commitment
therefor which individually or in the aggregate exceeded $100,000,  (e) declared
or paid or set aside for payment any dividends or made any  distribution  on any
shares of its capital stock,  or redeemed,  purchased or otherwise  acquired any
shares of its capital stock or any option, warrant or other right to purchase or
acquire any such  shares,  (f) paid any bonuses to employees in excess of "spot"
bonuses  which  individually  do not exceed  $5,000 and in the  aggregate do not
exceed $50,000,  (g) increased or prepaid its  indebtedness  for borrowed money,
except current  borrowings under credit lines listed on the Balance Sheet in the
ordinary  course of business or borrowings  made from Omnicom or its affiliates,
or made any loan to any  employee,  including  for  normal  travel  and  expense
advances or  relocation  allowances,  except in each case  consistent  with past
practice and individually not in excess of $5,000, or made any loan to any other
Person,  (h) written  down the value of any  work-in-process,  or written off as
uncollectible any notes or accounts receivable, except write-downs and writeoffs
in the  ordinary  course  of  business,  none of  which  individually  or in the
aggregate,  is  material to the  Company  and its  Subsidiaries  (i) granted any
increase in the rate of wages,  salaries,  bonuses or other  remuneration of any
employee who,  whether as a result of such increase or prior  thereto,  receives
aggregate  compensation  from the Company or any Subsidiary at an annual rate of
$150,000  or more,  or except in the  ordinary  course of  business to any other
employees, (j) canceled or waived any claims or rights of substantial value, (k)
made any  change in any  method  of  accounting,  (l)  otherwise  conducted  its
business  or  entered  into any  transaction,  except in the usual and  ordinary
manner and in the ordinary course of its business, (m) amended or terminated any
agreement (other than agreements with Omnicom or any of its affiliates) which is
material to its businesses,  (n) renewed, extended or modified any lease of real
property  or except in the  ordinary  course of  business  any lease of personal
property, (o) adopted,  amended or terminated any Plan or (p) agreed, whether or
not in writing, to do any of the foregoing.

     Section 3.24 Required Approvals,  Notices and Consents. Except as set forth
on Schedule  3.24 and except for third party  consents,  the  obtaining of which
have been waived by Purchaser  under this Section 3.24, and except for approvals
required  under  the HSR Act,  no  consent,  approval  or  authorization  of, or
declaration or registration  with, or action by, or notice to, any  governmental
or regulatory authority, domestic or foreign, or any third party, is required in
connection  with the execution and delivery by the Sellers of this Agreement and
the  consummation  of  the  transactions  contemplated  hereby.  Notwithstanding
anything to the contrary contained in this Agreement, (x) to the extent that the
assignment to the Purchaser of any agency-client  contract of the Company or any
Subsidiary  requires  the  consent of any other  party  thereto,  except for any
agency/client  contract with Nissan Motor Corp., Omnicom and the Purchaser waive
the obligation to obtain such consent, and (y) to the extent that the assignment
to the Purchaser of any  agreement,  contract or  commitment  listed on Schedule
3.7,  Schedule 3.8 and/or Schedule 3.13 hereof requires the consent of any other


                                       28
<PAGE>

party thereto, except for those agreements,  contracts or commitments which have
been marked with an asterisk on Schedule  3.7,  Schedule  3.8 or Schedule  3.13,
Omnicom and the Purchaser  waive the  obligation to obtain such consent;  and in
each  case  under  (x)  and  (y),  for  the  purposes  of  the  representations,
warranties,  agreements  and  covenants  made by the Sellers in this  Agreement,
consents  in respect of such  non-asterisked  contracts  shall be deemed to have
been received.

     Section 3.25 Corporate  Controls.  To the best  knowledge,  information and
belief of the Sellers,  neither the Company,  its Subsidiaries nor any director,
officer,  agent,  employee or other  Person  associated  with or while acting on
behalf of the Company and its Subsidiaries,  has,  directly or indirectly:  used
any corporate fund for unlawful contributions, gifts, or other unlawful expenses
relating to political activity; made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or
campaigns  from  corporate  funds;  established  or  maintained  any unlawful or
unrecorded  fund of  corporate  monies  or  other  assets;  made  any  false  or
fictitious  entry on its  books or  records;  made any  bribe,  rebate,  payoff,
influence payment,  kickback,  or other unlawful payment,  or other payment of a
similar  or  comparable  nature,  to any  person or  entity,  private or public,
regardless of form, whether in money, property, or services, to obtain favorable
treatment in securing business or to obtain special  concessions,  or to pay for
favorable  treatment  for business  secured or for special  concessions  already
obtained,  and neither the Company nor any  Subsidiary has  participated  in any
boycott or other  similar  practices  affecting  any of its actual or  potential
customers.

     Section 3.26 Information  Supplied.  None of the information supplied or to
be  supplied  by the  Sellers  for  inclusion  in  either  (i) the  registration
statement on Form S-4 to be filed with the  Securities  and Exchange  Commission
("SEC")  by Omnicom  in  connection  with the  issuance  of  Omnicom  Stock (the
"Registration Statement") under this Agreement or (ii) the information statement
relating to the meeting of the Company's  stockholders  to be held in connection
with this Agreement and the transactions  contemplated  hereby (the "Information
Statement"),  contains any untrue statement of a material fact or omits to state
any material  fact  required to be stated  therein or necessary in order to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading,  or will, at the time the Registration  Statement  becomes
effective under the Securities Act of 1933, as amended (the  "Securities  Act"),
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
not misleading.

     Section 3.27 Brokers. No broker,  finder, agent or similar intermediary has
acted on  behalf  of the  Sellers  in  connection  with  this  Agreement  or the
transactions contemplated hereby, and no brokerage commissions, finder's fees or
similar  fees or  commissions  are payable by the Company or any  Subsidiary  in
connection  therewith based on any agreement,  arrangement or understanding with
any of them.


                                       29
<PAGE>


     Section 3.28 Other Disclosures.  The legal, accounting,  other professional
fees and other expenses of the Sellers and the Subsidiaries, expended or accrued
by the Sellers or the Subsidiaries in connection with the financing arrangements
with  Purchaser  and its  affiliates  and in  connection  with  this  Agreement,
including  without  limitation the  preparation  of the Prospectus  Materials as
provided  in  Section  7.1  and  the  transactions   contemplated  thereby  (the
"Transaction Costs"), will not be more than $1,000,000. Within 30 days after the
Distribution Date, the Purchaser, as assignee, will collect from the Company the
purchase price due under paragraph 1(b) of the Advertising Stock Sale Agreement.
After the Execution Date and within two years from the Closing Date, the Company
or the Purchaser,  as assignee of the Company,  shall recover payments due under
the  Chiat/Day  Debt  Restructuring  Deed dated  February  16, 1993  between the
Company, FCB International Inc., and Foote, Cone & Belding Communications,  Inc.
and  Venice  Holdings  Pty  Limited  (the  "Mojo  Receivable")  of not less than
$1,700,000 after deducting (i) the costs and expenses (including  attorneys fees
and disbursements) incurred from and after the Execution Date in connection with
recovering  any such payments and (ii) $250,000 if the Mojo  Determination  Date
(as such term is  defined  in the  Escrow  Agreement)  is within one year of the
Closing Date or $300,000 if the Mojo  Determination  Date is later than one year
from the Closing Date.

     Section 3.29 Copies of Documents;  Schedules.  The Company has caused to be
made available for inspection and copying by Omnicom and the Purchaser and their
advisers, true, complete and correct copies of all documents referred to in this
Article  III or in any  Annex  or  Schedule.  Summaries  of  all  material  oral
contracts  contained in Schedule 3.8 are complete and accurate in all  respects.
The Schedules referred to in this Article III have been previously  delivered to
Omnicom and the Purchaser by the Sellers.


                                       30
<PAGE>


                                   ARTICLE IV

                  REPRESENTATIONS OF OMNICOM AND THE PURCHASER

     Omnicom and the Purchaser,  jointly and severally,  represent,  warrant and
agree to and with the Sellers as follows:

     Section 4.1 Existence  and Good  Standing.  Omnicom is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New York. The Purchaser is a corporation duly organized, validly existing and in
good standing  under the laws of the State of Delaware.  Each of Omnicom and the
Purchaser is duly  qualified to do business as a foreign  corporation  and is in
good  standing in each  jurisdiction  in which the  character or location of the
properties owned or leased by it, or the nature of the business conducted by it,
requires such qualification. Each of Omnicom and the Purchaser has all requisite
corporate  power and authority to own its assets and to carry on its business as
presently conducted.

     Section 4.2 Execution and Validity of Agreement and Related Documents. Each
of Omnicom and the Purchaser has the full corporate power and authority to enter
into this Agreement,  the Escrow  Agreement and the Deposit and Pledge Agreement
and  to  perform  its  respective  obligations  hereunder  and  thereunder.  The
execution and delivery of this Agreement,  the Escrow  Agreement and the Deposit
and Pledge  Agreement by Omnicom and the Purchaser and the  consummation  of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
required  corporate action on behalf of Omnicom and the Purchaser.  Each of this
Agreement,  the Escrow  Agreement and the Deposit and Pledge  Agreement has been
duly and  validly  executed  and  delivered  by Omnicom and the  Purchaser  and,
assuming due authorization, execution and delivery by the other parties thereto,
constitutes  the  legal,  valid  and  binding  obligation  of  Omnicom  and  the
Purchaser, enforceable against each of them in accordance with its terms.

     Section 4.3 Restrictive Documents. Except as set forth on Schedule 4.3, and
except  for  approvals  required  under  the HSR Act,  neither  Omnicom  nor the
Purchaser is subject to, or a party to, any  charter,  by-law,  mortgage,  lien,
lease, license, permit, agreement,  contract,  instrument, law, rule, ordinance,
regulation,  order,  judgment or decree, or any other restriction of any kind or
character,  which would prevent consummation of the transactions contemplated by
this Agreement or any other agreement  entered into by it in connection with the
transactions  contemplated  hereby.  The execution,  delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby will
not (i) violate,  conflict  with or result in the breach of any provision of the
charter  documents  or by-laws of Omnicom or the  Purchaser;  (ii) except as set
forth on  Schedule  4.3,  violate,  conflict  with or  result  in the  breach or
modification  of any of the terms of, or constitute  (or with notice or lapse of
time  or  both  constitute)  a  default  under,  or  otherwise  give  any  other
contracting  party  the  right  to  accelerate  or  terminate,  any  obligation,


                                       31
<PAGE>

contract, agreement, lien, judgment, decree or other instrument to which Omnicom
or the  Purchaser is a party or by or to which Omnicom or the Purchaser or their
respective  assets or  properties  may be bound or  subject;  (iii)  violate any
order, writ, judgment,  injunction,  award or decree of any court, arbitrator or
governmental  or  regulatory  body  against,  or  binding  upon,  Omnicom or the
Purchaser  or  their  respective  assets  or  properties;  or (iv)  result  in a
violation by Omnicom or the  Purchaser of any statute,  law or regulation of any
jurisdiction which is applicable to the business or operations of Omnicom or the
Purchaser,  except as could not  reasonably  be expected to have a material  and
adverse  effect on the  financial  condition,  results  of  operations,  assets,
properties or businesses of Omnicom and its subsidiaries taken as a whole.

     Section 4.4 Omnicom  Stock.  The shares of Omnicom Stock to be delivered to
the Sellers pursuant to this Agreement,  when delivered as provided herein, will
be validly  issued and  outstanding  shares of voting  common  stock of Omnicom,
fully paid and  non-assessable,  and will not be subject to preemptive rights of
any Person.  The Omnicom Stock to be so delivered  will be registered  under the
Registration  Statement  and duly  listed  for  trading  on the New  York  Stock
Exchange as of the Closing Date.

     Section  4.5  Financial  Statements  and No Material  Changes.  Omnicom has
previously  furnished  to the  Sellers  true and  complete  copies of its Annual
Reports on Form 10-K for the three  fiscal years ended  December 31, 1992,  1993
and 1994,  as amended by the Annual  Reports on Form 10-K/A  filed in respect of
the 1992 and 1993 Annual  Reports.  Since  December 31, 1994,  there has been no
material  adverse  change in the assets or  liabilities,  or in the  business or
condition,  financial or otherwise, or the results of consolidated operations of
Omnicom and its subsidiaries.  As of their respective dates, such Form 10-Ks (in
the case of the 1992 and 1993 Annual Reports,  as amended by the applicable Form
10-K/A) did not  contain any untrue  statement  of a material  fact,  or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein, in light of the circumstances in which they were made, or in
which  they will be made,  not  misleading.  The  audited  financial  statements
included in such Reports have been prepared in accordance with GAAP applied on a
consistent basis (except as stated therein) and present fairly,  in all material
respects, the consolidated financial position of Omnicom and its subsidiaries as
of the respective dates thereof,  and the consolidated results of operations and
cash flows for each of the periods then ended.

     Section 4.6 Litigation.  There is no action, suit,  proceeding at law or in
equity  by  any  Person,  or any  arbitration  or any  administrative  or  other
proceeding  by or before (or to the best  knowledge,  information  and belief of
Omnicom and the Purchaser,  any  investigation  by), any  governmental  or other
instrumentality  or agency,  pending or, to the best knowledge,  information and
belief of Omnicom and the Purchaser, threatened against Omnicom or the Purchaser
(a) with respect to this Agreement or the transactions  contemplated  hereby, or
(b)  against or  affecting  Omnicom or any of its  subsidiaries  or any of their
properties or rights which, if adversely determined,  would be reasonably likely
to have a material and adverse  effect on the  financial  condition,  results of


                                       32
<PAGE>

operations,  assets,  properties or  businesses of Omnicom and its  subsidiaries
taken as a whole.

     Section 4.7 Consents and Approvals of Governmental  Authorities.  Except as
set forth on Schedule 4.7 and except for approvals  required  under the HSR Act,
no consent,  approval or authorization of, or declaration or registration  with,
or action by, or notice to, any governmental or regulatory  authority,  domestic
or foreign, or any third party, is required in connection with the execution and
delivery by Omnicom and the Purchaser of this Agreement and the  consummation of
the transactions contemplated hereby.

     Section 4.8 Brokers. No broker,  finder,  agent or similar intermediary has
acted on behalf of Omnicom or the  Purchaser or their  affiliates  in connection
with this Agreement or the transactions  contemplated  hereby,  and no brokerage
commissions, finders' fees or similar fees or commissions are payable by Omnicom
or the Purchaser in connection therewith based on any agreement,  arrangement or
understanding with any of them.

     Section 4.9 Information Supplied. None of the information supplied or to be
supplied by Omnicom for  inclusion in either (a) the  Registration  Statement or
(b) the Information  Statement  contains any untrue statement of a material fact
or omits to state any material fact  required to be stated  therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made,  not  misleading,  or will,  at the time the  Registration
Statement  becomes  effective  under the  Securities  Act,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements therein not misleading.

     Section 4.10 Copies of Documents; Schedules. Omnicom and the Purchaser have
caused to be made  available for inspection and copying by the Sellers and their
advisers, true, complete and correct copies of all documents referred to in this
Article IV or in any Schedule. The Schedules referred to in this Article IV have
been previously delivered to the Sellers by Omnicom or the Purchaser.


                                   ARTICLE V

                            COVENANTS OF THE SELLERS

     The Sellers  covenant and agree with Omnicom and the Purchaser that, at all
times from and after the  Execution  Date until the  Closing,  the Sellers  will
comply with all covenants and provisions of this Article V, except to the extent
Omnicom  (on  behalf of itself  and the  Purchaser)  may  otherwise  consent  in
writing.

     Section 5.1 Regulatory and Other  Approvals.  The Sellers will (a) take all
commercially reasonable steps necessary or desirable, and proceed diligently and


                                       33
<PAGE>

in good  faith and use all  commercially  reasonable  efforts,  as  promptly  as
practicable to obtain all consents, approvals or actions of, to make all filings
with and to give all notices to  governmental  or regulatory  authorities or any
other Person required of the Sellers to consummate the transactions contemplated
hereby including without  limitation those described on Schedule 3.24 (except as
otherwise  contemplated in Section 3.24), (b) provide such other information and
communications to such  governmental or regulatory  authorities or other Persons
as such  governmental or regulatory  authorities or other Persons may reasonably
request in  connection  therewith  and (c)  provide  reasonable  cooperation  to
Omnicom and the Purchaser in obtaining  all  consents,  approvals or actions of,
making all filings  with and giving all notices to  governmental  or  regulatory
authorities or other Persons  required of Omnicom or the Purchaser to consummate
the transactions contemplated hereby, including without limitation complying, if
necessary,  with the Workers  Adjustment and Retraining  Notification  Act (P.L.
100-379).  The Sellers will provide prompt notification to Omnicom when any such
consent,  approval,  action, filing or notice referred to in clause (a) above is
obtained,  taken,  made or given, as applicable,  and will advise Omnicom of any
communications  (and,  unless  precluded  by law,  provide  copies  of any  such
communications  that  are  in  writing)  with  any  governmental  or  regulatory
authority or other Person regarding any of the transactions contemplated by this
Agreement.

     Section  5.2 HSR  Filings.  In  addition  to and not in  limitation  of the
Sellers' covenants  contained in Section 5.1, the Sellers will (a) take promptly
all  actions  necessary  to make the filings  required of the Sellers  under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
Act"),  (b)  comply  at the  earliest  practicable  date  with any  request  for
additional information received by the Sellers from the Federal Trade Commission
or the Antitrust  Division of the Department of Justice  pursuant to the HSR Act
and (c) cooperate with Omnicom in connection with Omnicom's filing under the HSR
Act  and in  connection  with  resolving  any  investigation  or  other  inquiry
concerning the transactions  contemplated by this Agreement  commenced by either
the Federal  Trade  Commission or the  Antitrust  Division of the  Department of
Justice or state attorneys general.

     Section 5.3  Investigation  by Omnicom and the Purchaser.  The Sellers will
(a) provide Omnicom and the Purchaser and their respective officers,  employees,
counsel, accountants,  financial advisors, consultants and other representatives
(collectively, "Representatives") with full access, upon reasonable prior notice
and during normal  business  hours, to the employees and such other officers and
agents  of the  Sellers  who  have any  responsibility  for the  conduct  of the
Businesses,  to the  Sellers'  accountants  and their  work  papers,  and to the
Assets, but only to the extent that such access does not unreasonably  interfere
with  the   Businesses   and  (b)  furnish   Omnicom,   the  Purchaser  and  the
Representatives  with all such  information  and data concerning the Businesses,
the  Assets  and the  Assumed  Liabilities  as  Omnicom,  the  Purchaser  or the
Representatives  reasonably may request in connection  with such  investigation,
except to the extent that furnishing any such  information or data would violate
any law, order, contract or License applicable to the Sellers or by which any of
their Assets are bound.


                                       34
<PAGE>


     Section 5.4 No  Solicitations.  Subject to the duties imposed by applicable
law,  the  Sellers  will not take,  nor will they  permit any  affiliate  of the
Sellers  (or  authorize  or permit any  investment  banker,  financial  advisor,
attorney,  accountant or other Person  retained by or acting for or on behalf of
the Sellers or any such affiliate) to take,  directly or indirectly,  any action
to  solicit,  encourage,  receive,  negotiate,  assist or  otherwise  facilitate
(including by furnishing confidential information with respect to the Businesses
or  permitting  access  to the  Assets  of the  Sellers)  any  offer or  inquiry
concerning the  acquisition of the Businesses from any Person other than Omnicom
or the Purchaser.

     Section 5.5 Conduct of  Business.  From the  Execution  Date to the Closing
Date,  except as  contemplated  or otherwise  permitted  under the terms of this
Agreement,  the Sellers will operate the Businesses  only in the ordinary course
consistent with past practice;  provided,  however, the Sellers shall diligently
proceed with the  liquidation  and  dissolution  of the  Inactive  Subsidiaries.
Without  limiting the generality of the foregoing,  except as contemplated by or
otherwise  permitted  by this Section 5.5,  each Seller will  refrain,  and will
cause its  subsidiaries  to refrain,  from taking any of the  following  actions
unless  consented  to in  writing  by  Omnicom  (on  behalf  of  itself  and the
Purchaser), which consent shall not be unreasonably withheld:

          (i) other than  pursuant to this  Agreement or the  Advertising  Stock
     Sale  Agreement,  selling,  leasing  or  otherwise  disposing  of  all or a
     substantial part of its assets or Businesses;

          (ii)  amending  its  Certificate  of   Incorporation  or  by-laws  (or
     equivalent  charter  documents),  other than pursuant to Section 10.1 or as
     otherwise described on Schedule 5.5;

          (iii) changing its equity capitalization;

          (iv) engaging in any  acquisition of the stock,  assets or business of
     another  corporation or entity or making any equity investment of corporate
     funds in another corporation or entity other than short-term investments in
     cash equivalents;

          (v) merging or consolidating  with and into any  corporation,  limited
     liability  company  or  other  entity,  or  merging  or  consolidating  any
     corporation, limited liability company or other entity with and into it;

          (vi)  except  in  respect  of any  Inactive  Subsidiary  or any  other
     Subsidiary   indicated   on  Schedule  3.3  as  being  in  the  process  of
     liquidation, engaging in any liquidation or dissolution;


                                       35
<PAGE>


          (vii)  engaging in any  transaction  involving  an amount in excess of
     $250,000,  other than in the  ordinary  course of  business  to service its
     clients;

          (viii) other than pursuant to the  Advertising  Stock Sale  Agreement,
     engaging  in the  issuance  or sale of stock  or  securities,  or  options,
     warrants  or  obligations  convertible  into such stock or  securities  or,
     issuing any phantom stock, equity  participation  units, stock appreciation
     rights or similar rights;

          (ix) entering into any line of business not related to  advertising or
     public relations;

          (x)  prepaying  any   indebtedness   for  borrowed  money  except  for
     obligations  to Omnicom or one of its  affiliates  or payments of the 8.17%
     Junior  Subordinated  Installment  Notes,  the 13.25%  Junior  Subordinated
     Notes, the 13.25% Senior  Subordinated Notes and the notes issued under the
     Amended and Restated Credit Agreement;  or creating or modifying any of the
     terms of any of the following  financial  arrangements:  any lien on any of
     its assets or  properties;  any guarantee by it of the  obligations  of any
     third party, whether a director,  officer or employee of the Company or any
     Subsidiary, or otherwise; and any indebtedness for borrowed money except in
     the  ordinary  course  of its  business  under  credit  lines  set forth on
     Schedule  3.8 or  pursuant  to a  transaction  with  Omnicom  or one of its
     affiliates;

          (xi)  except  as  set  forth  on  Schedule  5.5,   entering  into  any
     arrangement  with  any  employee  or  consultant   pursuant  to  which  the
     compensation or fee payable to such employee or consultant  shall wholly or
     partially  be  contingent  upon (a) a  percentage  of its  revenues  or the
     revenues generated by it relating to any of its clients or (b) its profits,
     except for renewals in the ordinary  course of business and consistent with
     past  practice  of  outstanding  arrangements  of such type which have been
     disclosed on Schedule 3.8, and except for the consulting  and/or employment
     agreements to be entered into by each of Jay Chiat and Leland Clow with the
     Company,   in  the  forms   previously   approved  in  writing  by  Omnicom
     (respectively,  the "Chiat  Consulting  Agreement" and the "Clow Employment
     Agreement");

          (xii) making any loans to any  employee,  including  normal travel and
     expense advances or relocation  allowances,  except in each case consistent
     with past  practice  and  individually  not in excess of $5,000,  or to any
     other Person;

          (xiii)  except as disclosed in Schedule 3.8 hereto,  entering into any
     lease  or  purchase  of real  property  or  commitment  to  construct  real
     property;

          (xiv) granting any  compensation  increase to any employee whose total
     annual  compensation  would after such increase exceed $150,000,  or paying
     bonuses  to any  employees,  except  (a)  Advertising  shall  be  permitted
     consistent  with  past  practices  to  accrue  (but  not pay)  bonuses  for
     distribution  to its senior  executives  and certain other key employees in


                                       36
<PAGE>

     respect  of the period  commencing  November  1, 1994 and  ending  with the
     Closing  Date in an  amount  up to 10% of profit  from  normal  advertising
     operations  before all federal,  state,  local and foreign income taxes and
     adjusted  to  exclude  interest  income and income  expense  calculated  in
     accordance  with GAAP,  such accrual to be reviewed and adjusted  upward or
     downward  after  October 31, 1995  consistent  with past practice (it being
     understood  that for the period  commencing  the day after the Closing Date
     and ending  October 31, 1995,  the accrual  shall be based on the financial
     results of the Businesses as conducted by the  Purchaser),  (b) the Company
     and its  Subsidiaries  shall be permitted to pay the bonuses accrued for on
     the  Balance  Sheet,  and (c) the  Company  and its  Subsidiaries  shall be
     permitted  to pay  "spot"  bonuses  from time to time to  employees  in the
     ordinary course of business and consistent with past practice not to exceed
     $50,000 in the aggregate;

          (xv) except for the Chiat Consulting Agreement and the Clow Employment
     Agreement  and  the  agreements  referred  to in  Section  5.5(xix)  below,
     entering into any contract or agreement with any officer or director;

          (xvi)  except  as  set  forth  on  Schedule  5.5,  entering  into  any
     affiliation  arrangement  with  any  advertising  agency,  other  than  the
     Purchaser or another member of the TBWA International network;

          (xvii) declaring or paying any dividends to its stockholders or making
     other distributions in respect of its capital stock,  splitting,  combining
     or  reclassifying  any of its capital  stock,  or issuing or authorizing or
     proposing  the issuance of any other  securities in respect of, in lieu of,
     or in  substitution  for,  shares  of  its  capital  stock;  provided  that
     Advertising may declare a dividend to its stockholder  consisting solely of
     shares of capital stock of the Company owned by  Advertising;  repurchasing
     (other than pursuant to the Profit Sharing Plan Purchase  Agreement and the
     stock repurchase agreements existing as of the date hereof and described on
     Schedule  3.8),  redeeming  or  otherwise  acquiring  any of its  shares of
     capital stock;

          (xviii)  amending in any  material  respect any  contract or agreement
     material to the Businesses,  including  without  limitation the Advertising
     Stock Sale  Agreement,  the Profit  Sharing Plan Purchase  Agreement or any
     agreement with Nissan Motor Corp.;

          (xix) entering into any severance  agreement  involving a payment,  or
     obligation to pay, any amount in excess of the Company's  normal  severance
     benefit as set forth on Schedule 3.22; provided,  however, that Omnicom and
     the Purchaser acknowledge that the Sellers collectively may also enter into
     up to  sixteen  severance  agreements  (in a form  previously  approved  by
     Omnicom) each providing for not more than six months of severance pay;


                                       37
<PAGE>


          (xx) releasing,  canceling or assigning any  indebtedness for borrowed
     money owed to it, or waiving any material right relating to its properties;

          (xxi)  accepting  as a client  any  Person  that the  Chief  Executive
     Officer  of  Omnicom,  in  his  reasonable  discretion,  determines  to  be
     competitive with any significant  client serviced by any member of the TBWA
     International  network,  the DDB  Needham  Worldwide  network  or the  BBDO
     Worldwide network;

          (xxii)  accepting  as a client  any  Person  that the Chief  Executive
     Officer of Omnicom, in his reasonable discretion, determines to be contrary
     to the best interests of Omnicom and its subsidiaries;

          (xxiii) except as set forth on Schedule 5.5, creating or modifying any
     Plan or entering  (other than the Chiat  Consulting  Agreement and the Clow
     Employment  Agreement) into or modifying any employment  agreement which is
     not cancelable without penalty or other obligation on 30 days notice;

          (xxiv) entering into any transaction or performing any act which would
     be reasonably likely to result in any of the representations and warranties
     of the Sellers  contained in this Agreement not being true and correct;  or
     agreeing to take any of the  actions  that are  prohibited  herein or which
     would  constitute  a  violation  of  any of the  covenants  of the  Sellers
     contained herein; and

          (xxv)  delegating  to  directors  the power to take any of the actions
     prohibited by any of the foregoing clauses.

     Notwithstanding  anything in this Section 5.5 to the contrary,  Advertising
shall be permitted to assign to Jay Chiat all of its rights and  obligations in,
to and under the lease  relating to the  residential  townhouse at 149 East 38th
Street, New York, New York.

     Section 5.6 Financial  Information.  Within 20 days after the close of each
month between the Execution Date and the Closing Date, the Company shall furnish
to Omnicom the unaudited  consolidated and  consolidating  balance sheets of the
Company and the Subsidiaries and the unaudited  consolidating  balance sheets of
the Company and each Subsidiary and operating unit, specified in clauses (b) and
(c) of Section 3.4, as at the close of such month, and the related  consolidated
and   consolidating   statements  of  income  and  (with  respect  to  quarterly
consolidated  statements)  cash flow for the  period  then  ended and the fiscal
year-to-date. The unaudited financial statements referred to in this Section 5.6
shall be prepared in accordance with GAAP applied on a consistent basis with the
audited financial  statements  provided to Omnicom and the Purchaser pursuant to
Section 3.4 above.

     Section  5.7 Notice and Cure.  The Sellers  will notify  Omnicom in writing
(where  appropriate  and only  with  respect  to  matters  occurring  after  the
Execution Date, through updates to the Schedules) of, and contemporaneously will


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<PAGE>

provide  Omnicom with true and  complete  copies of any and all  information  or
documents relating to, and will use all commercially  reasonable efforts to cure
before  the  Closing,  any  event,  transaction  or  circumstance,  as  soon  as
practicable after it becomes known to the Sellers, occurring after the Execution
Date that causes or will cause any covenant or  agreement  of the Sellers  under
this  Agreement  to be  breached  or that  renders  or will  render  untrue  any
representation  or warranty of the Sellers contained in this Agreement as if the
same were made on or as of the date of such event,  transaction or  circumstance
(each, a "Post  Execution Date Event").  The Sellers also will notify Omnicom in
writing of, and will use all commercially reasonable efforts to cure, before the
Closing,  any other violation or breach, as soon as practicable after it becomes
known to the Sellers,  of any  representation,  warranty,  covenant or agreement
made by the  Sellers in this  Agreement.  Except as herein  provided,  no notice
given  pursuant to this  Section  shall have any effect on the  representations,
warranties,  covenants or agreements contained in this Agreement for purposes of
determining  satisfaction of any condition  contained herein or shall in any way
limit the  Purchaser's  right to seek  indemnity  under  Article  XI;  provided,
however,  for purposes of determining  Purchaser's right to seek indemnity under
Article XI, information contained on updates to the Schedules relating solely to
a Post  Execution  Date Event shall be deemed to be disclosed to Omnicom and the
Purchaser  and such  information  shall be deemed to have been set forth in such
Schedule as of the Execution Date.

     Section 5.8  Termination  of Profit  Sharing Plan. The Company shall obtain
all governmental  approvals (including approval by the Internal Revenue Service)
and shall take all other action  necessary to terminate the Profit  Sharing Plan
effective  on or about the  Closing  Date,  even though  such  approvals  may be
obtained and such action taken on or after the Closing Date.

     Section 5.9 Consultation.  Between the Execution Date and the Closing Date,
the Sellers will consult with  Omnicom's  management  and the  management of the
TBWA  International  network with a view to informing such  management as to the
operation and management of the Businesses to be acquired by the Purchaser.  The
Sellers  will use  commercially  reasonable  efforts to  preserve  the  business
organization  of the  Businesses,  to preserve  for the  Purchaser  and the TBWA
International network the present business relationships of the Businesses,  and
to preserve  for the  Purchaser  and the TBWA  International  network all of the
confidential  information  and  trade  and  business  secrets  relating  to  the
Businesses.

     Section  5.10  Company  Stockholder  Approval.  Within  five days after the
Registration  Statement  becomes  effective,  the Company shall give notice of a
meeting  of its  stockholders  to be held not more than 20 days from the date of
such notice for the purpose of voting on and approving, among other things, this
Agreement,  a plan for the  liquidation  and  dissolution of the Company and the
amendment to the  Certificate of  Incorporation  of the Company  contemplated by
Section 10.1 and the agreements  and the  transactions  contemplated  hereby and


                                       39
<PAGE>

thereby.  The  Company  shall use its best  efforts to obtain  such  stockholder
approval.  The Company will,  through its Board of  Directors,  recommend to its
stockholders approval of the transactions contemplated by this Agreement.

     Section  5.11  Fulfillment  of  Conditions.  Each Seller  will  execute and
deliver at the Closing  each  agreement  that such Seller is required  hereby to
execute and deliver as a condition  to the Closing,  will take all  commercially
reasonable steps necessary or desirable and proceed diligently and in good faith
to satisfy each other  condition to the obligations of Omnicom and the Purchaser
contained  in this  Agreement  and will not take or fail to take any action that
could  reasonably  be  expected  to  result  in the  nonfulfillment  of any such
condition.

                                   ARTICLE VI

                     COVENANTS OF OMNICOM AND THE PURCHASER

     Omnicom and the Purchaser  covenant and agree with the Sellers that, at all
times from and after the  Execution  Date  until the  Closing,  Omnicom  and the
Purchaser  will comply with all  covenants  and  provisions  of this Article VI,
except to the extent the Sellers may otherwise consent in writing.

     Section 6.1 Regulatory and Other Approvals.  Omnicom and the Purchaser will
(a) take all commercially  reasonable steps necessary or desirable,  and proceed
diligently and in good faith and use all  commercially  reasonable  efforts,  as
promptly as practicable to obtain all consents, approvals or actions of, to make
all  filings  with  and to  give  all  notices  to  governmental  or  regulatory
authorities  or any  other  Person  required  of  Omnicom  or the  Purchaser  to
consummate the transactions  contemplated  hereby,  including without limitation
those  described  on  Schedule  4.7,  (b)  provide  such other  information  and
communications to such  governmental or regulatory  authorities or other Persons
as such  governmental or regulatory  authorities or other Persons may reasonably
request in connection  therewith and (c) provide  reasonable  cooperation to the
Sellers in obtaining all  consents,  approvals or actions of, making all filings
with and giving all notices to governmental  or regulatory  authorities or other
Persons  required of the Sellers to  consummate  the  transactions  contemplated
hereby.  Omnicom will provide prompt  notification  to the Sellers when any such
consent,  approval,  action, filing or notice referred to in clause (a) above is
obtained,  taken,  made or given, as applicable,  and will advise the Sellers of
any  communications  (and,  unless  precluded by law, provide copies of any such
communications  that  are  in  writing)  with  any  governmental  or  regulatory
authority or other Person regarding any of the transactions contemplated by this
Agreement.

     Section 6.2 HSR Filings.  In addition to and without limiting the covenants
contained in Section 6.1,  Omnicom will (a) take promptly all actions  necessary
to make the  filings  required of Omnicom  under the HSR Act,  (b) comply at the
earliest  practicable date with any request for additional  information received


                                       40
<PAGE>

by Omnicom from the Federal Trade  Commission  or the Antitrust  Division of the
Department of Justice pursuant to the HSR Act and (c) cooperate with the Sellers
in connection  with the Sellers' filing under the HSR Act and in connection with
resolving  any  investigation  or  other  inquiry  concerning  the  transactions
contemplated by this Agreement  commenced by either the Federal Trade Commission
or the  Antitrust  Division  of the  Department  of Justice  or state  attorneys
general.

     Section  6.3  Financial  Information  and  Reports.  As soon as  reasonably
practicable  after it becomes publicly  available,  Omnicom shall furnish to the
Company any Form 10-Q or other registration statement or report filed by Omnicom
with the SEC following the Execution Date and prior to the Closing Date.

     Section 6.4 Agreements Regarding  Employees.  (a) The Purchaser shall cause
one or more companies  operating within the TBWA International  network to offer
employment to all employees of the Company and the Subsidiaries (including those
employees who are on vacation,  temporary lay-off, leave of absence,  sick-leave
or short- or long-term  disability)  (the  "Affected  Employees")  following the
Closing Date (other than Jay Chiat,  who shall  become a consultant  to Omnicom,
and Robert Wolf,  who shall become an employee of Omnicom).  Such  personnel who
accept such employment will be employed on  substantially  the equivalent  terms
and  conditions  (including  titles,  salary or wages)  as such  personnel  were
employed by the Company or a  Subsidiary  immediately  prior to the Closing Date
(other  than as may be  provided  in the  employment  agreements  referred to in
Sections 8.13 and 8.15),  but nothing herein contained shall be deemed to create
an employment  contract  between the Purchaser  and/or any of its affiliates and
any such  personnel.  In the event any  employee of the Company or a  Subsidiary
shall be deemed to have been terminated  solely by reason of the consummation of
this Agreement,  all liability for severance benefits and any other benefits not
recorded on the books and records of the Company as of the Closing Date, if any,
shall be borne by the  Company.  Except  as  provided  below,  employees  of the
Company or a Subsidiary who become  employees of a company  operating within the
TBWA  International  network  shall  be  subject  to  all  rules,   regulations,
requirements and policies  applicable to all new hires of such company,  and any
such employees who may be subsequently  terminated will be entitled to severance
benefits  in  accordance  with the policy of such  company  as then  applicable,
except to the  extent  that  written  agreements  with such  employees  that are
assumed by the  Purchaser  or  subsequently  entered  into,  provide  otherwise.
Notwithstanding  the foregoing,  the Purchaser shall cause one or more companies
operating within the TBWA International  network to offer Affected Employees the
benefits set forth on Schedule 6.4.

     (b) With  respect to any  welfare  benefit  plans  (within  the  meaning of
Section 3(1) of ERISA)  maintained by Omnicom or a company  operating within the
TBWA  International  network in which an Affected Employee will participate (the
"Omnicom Group") on or after the Closing Date, the Omnicom Group shall (i) cause
to be waived  any  pre-existing  condition  limitations,  (ii) give  effect,  in
determining  any deductible  and maximum  out-of-pocket  limitations,  to claims


                                       41
<PAGE>

incurred and amounts paid by, and amounts  reimbursed  to, such  employees  with
respect to similar plans maintained by the Company and the Subsidiaries prior to
the Closing Date and (iii) permit those  Affected  Employees who are eligible as
of the  Closing  Date  to  participate  in the  Company  and  the  Subsidiaries'
applicable welfare plan(s) to participate  immediately in the applicable welfare
plan(s) of the Omnicom Group.

     (c) The Omnicom Group shall  recognize  under its employee  benefit  plans,
programs,   arrangements  and  policies  in  which  an  Affected  Employee  will
participate  the service  credited to the  Affected  Employees as of the Closing
Date to the extent recognized under the Company and the  Subsidiaries'  plans or
continuity  of  service  rules  (or,  with  respect  to any  benefit  under  the
applicable welfare plans of the Omnicom Group as to which there is no comparable
benefit under the applicable  welfare plans of the Company and the Subsidiaries,
to the extent such  service  would have been  recognized  under the plans of the
Omnicom  Group as if such  service had been  rendered to the Omnicom  Group) for
purposes  of  any  waiting   period,   eligibility   conditions   and  benefits.
Notwithstanding  the  foregoing,  no past  service  credit for service  with the
Company and its Subsidiaries  shall be given to any Affected Employee who may in
the future participate in Omnicom's Executive Salary Continuation Plan.

     (d) The  Omnicom  Group  shall  observe  the terms of the  Company  and the
Subsidiaries'  vacation policy with respect to Affected Employees or shall adopt
a vacation  policy  covering  Affected  Employees with  identical  terms for the
balance of the calendar year in which the Closing Date occurs.

     Section  6.5 Notice  and Cure.  Omnicom or the  Purchaser  will  notify the
Sellers in writing of any and all information or documents relating to, and will
use all commercially  reasonable efforts to cure before the Closing,  any event,
transaction or  circumstance,  as soon as practicable  after it becomes known to
Omnicom or the Purchaser, occurring after the Execution Date that causes or will
cause any covenant or agreement of Omnicom or the Purchaser under this Agreement
to be  breached  or that  renders or will render  untrue any  representation  or
warranty of Omnicom or the Purchaser  contained in this Agreement as if the same
were  made on or as of the  date of such  event,  transaction  or  circumstance.
Omnicom or the  Purchaser  also will  notify the Sellers in writing of, and will
use all commercially  reasonable efforts to cure, before the Closing,  any other
violation or breach, as soon as practicable after it becomes known to Omnicom or
the Purchaser,  of any representation,  warranty,  covenant or agreement made by
Omnicom or the  Purchaser in this  Agreement.  No notice given  pursuant to this
Section shall have any effect on the representations,  warranties,  covenants or
agreements contained in this Agreement for purposes of determining  satisfaction
of any condition contained herein.

     Section 6.6  Fulfillment  of  Conditions.  Omnicom and the  Purchaser  will
execute  and deliver or cause the  execution  and  delivery at the Closing  each
agreement  that Omnicom and the  Purchaser or one of their  affiliates is hereby
required to execute and deliver as a  condition  to the  Closing,  will take all
commercially  reasonable steps necessary or desirable and proceed diligently and


                                       42
<PAGE>

in good faith to satisfy each other  condition to the obligations of the Sellers
contained  in this  Agreement  and will not take or fail to take any action that
could  reasonably  be  expected  to  result  in the  nonfulfillment  of any such
condition.

     Section  6.7 Blue Sky;  New York Stock  Exchange  Listing.  Omnicom and the
Purchaser  will use  their  best  efforts  to (a)  obtain  all  necessary  state
securities  and blue sky  authorizations  required to issue the Omnicom Stock as
contemplated  by this Agreement and (b) cause such shares of Omnicom Stock to be
listed  on the New York  Stock  Exchange,  subject  only to  official  notice of
issuance.

     Section 6.8 Access to Books and  Records.  For a period of seven years from
the Closing Date,  Omnicom and the Purchaser shall provide,  free of charge,  to
the Company  (or,  upon its  dissolution,  the  Liquidating  Trustee)  and their
respective  representatives,  upon  reasonable  advance notice and during normal
business  hours,  access to all books and records of the Company and Advertising
purchased by the Purchaser hereunder.

     Section 6.9  Purchases  of Omnicom  Stock.  Omnicom  will not, and will not
permit the Purchaser or any other of its  subsidiaries  to, purchase any Omnicom
Stock  (whether  pursuant to open-market  purchases or otherwise)  during the 20
consecutive  trading days ending three  business days  immediately  prior to the
Closing Date.

     Section 6.10  Financial  Results of Combined  Businesses.  In the event the
Closing Date occurs prior to August 31, 1995,  Omnicom  agrees to prepare and on
or before  October  30,  1995 to make  publicly  available  as  required  by the
accounting  rules  referred  to below,  combined  interim  financial  results of
Omnicom and the  Businesses of the Company and  Advertising  acquired  hereunder
satisfying  all  applicable  FASB   pooling-of-interests   requirements,   which
financial  results shall cover a 30-day period (or such shorter period as may be
allowed,  or longer period if required,  by such accounting  requirements at the
time) immediately  following the Closing Date (provided such period is a normal,
complete fiscal period of Omnicom).  In the event that Omnicom  determines prior
to the Closing  that it will not be able to publish  such  financial  results by
October 30, 1995,  Omnicom shall  postpone the Closing Date and,  subject to the
provisions of Section 10.8, reschedule it to a date after October 31, 1995.

     Section  6.11 Chiat Art Lease;  Insurance.  At the Closing,  the  Purchaser
shall  enter into a lease with Jay Chiat in  substantially  the form  previously
approved by Jay Chiat and Omnicom  pursuant  to which the  Purchaser  will lease
from Jay Chiat the art works described in such lease for the sum of $1 per year.
Such lease will  terminate  on the date  which is seven  years from the  Closing
Date,  provided  that either  party may  terminate  the lease upon 30 days prior
written notice.  The lease will provide,  and the Purchaser hereby agrees,  that
the  Purchaser  will  maintain and pay all premiums due under the art  insurance
policies described in such lease during the term of the lease.


                                       43
<PAGE>


     Section 6.12 Exchange Act Filings.  For a period of three years immediately
following  the Closing  Date,  Omnicom shall file in a timely manner all reports
required to be filed  pursuant to and in accordance  with Section 13 and Section
15(d) of the Securities Exchange Act of 1934, as amended.

     Section 6.13 Mojo Receivable.  Omnicom and the Purchaser agree to use their
respective  reasonable best efforts to recover, as promptly as practicable,  all
amounts  remaining due after the Closing Date in respect of the Mojo Receivable,
including  any  set-off or  holdback  in respect of  payments  made prior to the
Closing Date.

                                  ARTICLE VII

                                MUTUAL COVENANTS

     Omnicom,  the  Purchaser and the Sellers  mutually  covenant and agree with
each other as follows:

     Section 7.1 Preparation of Registration Statement.  Omnicom and the Company
shall  prepare  the  Registration  Statement  to be filed with the SEC under the
Securities  Act for the  registration  of the  Omnicom  Stock  to be  issued  in
connection  with this  Agreement.  The  Registration  Statement  and the related
Information  Statement  and  prospectus  forming  a  part  of  the  Registration
Statement  shall be mailed to stockholders of the Company in connection with the
special  meeting of  stockholders,  more fully  described in Section 5.10, to be
held for the  purpose  of  authorizing  the  transactions  contemplated  by this
Agreement  (the  Registration   Statement  and  the  Information  Statement  and
prospectus  are   hereinafter   referred  to  collectively  as  the  "Prospectus
Materials").  Omnicom and the  Company  shall  cooperate  with each other in the
preparation  of the  Prospectus  Materials  and any related  filings as shall be
necessary under the securities laws of any state. Omnicom shall prepare and file
the Registration  Statement and shall use its best efforts to cause it to become
effective  as promptly as possible.  Omnicom  shall use its best efforts to keep
the  Registration  Statement  continuously  effective  until 60 days  after  the
Distribution Date. The Registration  Statement will cover resales by the trustee
of the Liquidating Trust and by the escrow agent of the Liquidating Trust Escrow
Fund to be effected within the 60-day period  following the  Distribution  Date.
Omnicom, the Purchaser and the Company shall furnish all information relating to
Omnicom, the Purchaser or the Company and its Subsidiaries,  as the case may be,
necessary in order to prepare the Prospectus Materials.  None of the information
supplied by Omnicom, the Purchaser or the Company for inclusion or incorporation
by reference in (i) the  Registration  Statement  will,  at the time it is filed
with the SEC and at the time it  becomes  effective  under the  Securities  Act,
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading and (ii) the  Prospectus  Materials  will, at the date mailed to
stockholders of the Company,  contain any untrue statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which


                                       44
<PAGE>

they are made, not misleading.  Each of the Company,  the Purchaser and Omnicom,
with  respect to the  materials  to be  furnished  by it (and in the case of the
Company,  also with respect to the  Liquidating  Trust,  the  Liquidating  Trust
Escrow Fund and the sales of Omnicom Stock to be made by the respective  trustee
and escrow agent thereof) for inclusion in the Prospectus Materials, will ensure
that such  materials  are  presented in such a form as to comply in all material
respects with the provisions of the Securities Act and the rules and regulations
thereunder,  except that no  representation  is made by a party with  respect to
statements  made in such  document  based on  information  supplied by the other
party for  inclusion  therein.  Omnicom  shall  indemnify  the  Company  and its
directors,  officers, agents, "controlling persons" as defined by the Securities
Act, and the Stockholders and EAR and EPU holders against any liability, damage,
cost,  loss, or expense to them or any of them arising  solely out of any untrue
statement or alleged untrue statement of a material fact expressly  furnished by
Omnicom or the Purchaser for inclusion in the Prospectus Materials, or caused by
any omission or alleged  omission to furnish a material fact concerning  Omnicom
or the Purchaser  that is required to be stated  therein or that is necessary to
make the  statements  furnished  by Omnicom  or the  Purchaser  not  misleading.
Independent  of its  obligations  under Article XI, the Company shall  indemnify
Omnicom,  the  Purchaser  and  their  respective  directors,  officers,  agents,
"controlling  persons" as defined by the Securities  Act, and attorneys  against
any  liability,  damage,  cost,  loss, or expense to them or any of them arising
solely out of any untrue  statement  or alleged  untrue  statement of a material
fact  expressly  furnished  by the  Company  for  inclusion  in  the  Prospectus
Materials,  or caused by any omission or alleged  omission to furnish a material
fact concerning the Company and its  Subsidiaries  or the  Liquidating  Trust or
Liquidating  Trust Escrow Fund that is required to be stated  therein or that is
necessary  to make the  statements  furnished  by the  Company  not  misleading.
Omnicom will advise the Company,  promptly after it receives notice thereof,  of
the time when the Registration  Statement has become effective or any supplement
or amendment has been filed,  of the issuance of any stop order by the SEC or by
any  securities  regulatory  commission of any state,  of the  suspension of the
qualification  of  Omnicom  Stock  that is  issuable  in  connection  with  this
Agreement for offering and sale in any jurisdiction, of the initiation or threat
of any  proceeding  for any such  purpose,  and of any request by the SEC or any
such state  commission  for the  amendment  or  supplement  of the  Registration
Statement or for additional information.  Subject to Section 1.1.3(iv),  each of
the  Sellers  and the  Purchaser  shall  bear  the fees  and  expenses  of their
respective  counsel,  accountants and financial  advisors in connection with the
preparation  of the  Prospectus  Materials;  provided  that all fees,  costs and
expenses  relating to the filing,  printing and distribution of the Registration
Statement,  "blue sky" fees and registration of the Omnicom Stock shall be borne
by Omnicom.

     Section 7.2  Affiliates'  Letters.  Prior to the Closing Date,  the Company
shall furnish Omnicom with a list identifying all persons who may be considered,
in its opinion,  to be "affiliates" of the Company,  as the term "affiliates" is
used in Paragraphs  (c) and (d) of Rule 145 under the  Securities  Act or in SEC
ASR No. 135 (the "Company  Affiliates").  The Company shall use its best efforts
to cause  each  Person who it has  identified  as a Company  Affiliate  and each


                                       45
<PAGE>

additional Person, if any, that Omnicom has identified in writing to the Company
as a Company Affiliate,  to deliver to Omnicom on or before the Closing Date the
affiliates  representation  letter  attached  hereto  as  Exhibit  B;  provided,
however,  nothing  contained  in this  provision  shall  prohibit the Company or
Advertising  from  transferring  shares of Omnicom Stock  delivered to it at the
Closing to the Stockholders,  the holders of EARs and EPUs, the Escrow Agent and
the Liquidating Trust, as the case may be, or to The Chase Manhattan Bank, N.A.,
as Deposit Agent, under the Deposit and Pledge Agreement.

     Section 7.3  Reasonable  Efforts to Consummate  Transaction.  Omnicom,  the
Purchaser  and the Sellers will each use its  reasonable  efforts and will fully
cooperate with each other to consummate the  transactions  contemplated  by this
Agreement.

     Section 7.4 Sales Tax Liability. The Purchaser and the Sellers shall obtain
all  necessary  sales tax  exemptions  and take all such other  action as may be
necessary or advisable to cause the transfer of the Assets to the  Purchaser not
to be subject to sales tax. To the extent that,  despite all such  actions,  the
transfer of any of the Assets to the Purchaser gives rise to sales tax liability
or  other  transfer,   purchase  or  recordation   documentary  taxes  and  fees
(collectively,   "Sales  Taxes"),  the  Purchaser  shall  promptly  pay  to  the
appropriate tax authorities up to the first $200,000 of the Sales Taxes incurred
by the Company and  Advertising.  Any such liability in excess of $200,000 shall
be shared  equally  between the  Purchaser  and the Sellers;  the Sellers  shall
determine  between  them the  allocation  of any amounts so  contributed  by the
Purchaser in respect of such Sales Taxes.

     Section 7.5 Financial Transactions.  Omnicom, the Purchaser and the Sellers
agree that between the Execution  Date and the Closing Date they shall cause the
following  transactions  to occur:  (i) the  Purchaser  shall  lend the  Company
$55,000,000 and lend Advertising  $1,000,000 on reasonable  commercial terms and
pursuant to financing documents reasonably acceptable to the parties thereto and
in  substantially  the form of the Amended and Restated Credit Agreement and the
documents ancillary thereto;  (ii) the Company shall make a capital contribution
of not less than $55,000,000 to Advertising;  and (iii)  Advertising shall repay
in full all outstanding principal,  together with accrued interest, of the 8.17%
Junior Subordinated Installment Notes, the 13.25% Junior Subordinated Notes, the
13.25%  Senior  Subordinated  Notes and the notes  issued  under the Amended and
Restated  Credit  Agreement.  Upon the repayment in full of amounts  outstanding
under the Amended and Restated Credit  Agreement in accordance with clause (iii)
above  and  prior to the  Closing,  Omnicom  agrees  to  release  or cause to be
released  (by,  among other  things,  filing UCC  termination  statements in all
appropriate  jurisdictions)  all Liens granted to secure the  obligations of the
Company and Advertising thereunder.

     Section 7.6 Calculation of Revenues.

     7.6.1 Delivery of Revenues  Statement.  The chief financial  officer of the
Company  shall  prepare an unaudited  statement of the  Annualized  Revenues (as
hereinafter  defined) of the Company and its Subsidiaries as at the month ending


                                       46
<PAGE>

immediately following the Execution Date (the "Revenues  Statement");  and shall
prepare an updated  Revenues  Statement as at the end of each  succeeding  month
until the Closing Date (each such month,  a "Measuring  Month").  A copy of each
such Revenues  Statement  shall be delivered to Omnicom not later than five days
after  the end of each such  month.  If  Omnicom  (on  behalf of itself  and the
Purchaser)  does not agree that the Revenues  Statement as at the earlier of (x)
the last day of the month immediately preceding the Closing Date and (y) October
31, 1995,  correctly  sets forth the Annualized  Revenues,  then within ten days
after  delivery to it of such  Revenues  Statement,  Omnicom  shall give written
notice to the Company of any exceptions  thereto.  If the Company and Omnicom do
not reconcile their differences within five days thereafter the items in dispute
shall be submitted to the  Arbitrator in accordance  with Section 10.7,  and the
Annualized  Revenues as determined by the Arbitrator shall be final,  conclusive
and binding upon all of the parties hereto. The books and records of the Company
and its Subsidiaries, and the work papers of the Company's accountants, shall be
made  available  at  the  Company's   principal   offices  to  Omnicom  and  its
representatives and the Arbitrator,  for the purpose of reviewing the Annualized
Revenues.

     7.6.2 Definition of Annualized Revenues. The "Annualized Revenues" shall be
the commissions and fees of the Company and its Subsidiaries for the fiscal year
commencing  November  1,  1994 and  ending  October  31,  1995  (the  "Measuring
Period"), calculated as follows:

         (a) There shall be calculated as of the end of the applicable Measuring
Month a  forecast  of the  amount  of  commissions  and fees to be earned by the
Company and its  Subsidiaries  during the Measuring Period from those clients of
the Company and its  Subsidiaries  that were such on October 31, 1994 ("Original
Clients").  Such calculation  shall separately state the commissions and fees to
be earned from the twenty  largest  clients as of the  Execution  Date,  and the
aggregate of the commissions and fees to be earned from all other clients.

     (b) The amount as so calculated shall be adjusted as follows:

          (i) there shall be added,  the annualized  amount of  commissions  and
     fees which would have been earned by the Company and its Subsidiaries  from
     any new clients won since  November 1, 1994 ("New  Clients"),  had such New
     Clients been clients during the entire Measuring Period;

          (ii) there shall be excluded any commissions and fees from any clients
     lost since November 1, 1994 ("Lost  Clients"),  whether Original Clients or
     New Clients; and

          (iii) Fruitopia/Cherry Coke shall be deemed a Lost Client.


                                       47
<PAGE>


The  forecast of any unearned  commissions  and fees shall be made in good faith
and upon a reasonable  basis. The  determination of earned  commissions and fees
shall be made in accordance with GAAP consistent with the accounting  principles
and practices used in preparing the Balance Sheet.

     Section 7.7 Public  Announcements.  Omnicom,  the Purchaser and the Sellers
will  consult  with each other  before  issuing any press  releases or otherwise
making any  public  statements  with  respect  to this  Agreement  or any of the
transactions  contemplated  hereby and shall not issue any such press release or
make any public  statement  without the prior consent of the other parties which
shall  not be  unreasonably  withheld,  except as may be  required  by law or by
obligations  pursuant to any listing  agreements  with any  national  securities
exchange.

     Section  7.8  Renegotiation  of  Purchase  Price.  In the event that on the
Closing Date as  initially  scheduled  pursuant to Section  2.2, the  Annualized
Revenues of the Company and its Subsidiaries exceed  $100,000,000,  and the EBIT
as defined and as calculated in accordance  with Schedule 7.8 to this  Agreement
("EBIT") for the  Company's  fiscal year ending  October 31, 1995 is  reasonably
expected  to exceed  $17,200,000,  then  each of the  parties  hereto  agrees to
negotiate  in good faith an upward  adjustment  to the  Purchase  Price,  and if
agreement  thereon  is  reached,  to  amend  this  Agreement  and any  documents
incidental  or  ancillary  hereto  to  the  extent  necessary  to  reflect  such
adjustment.  Notwithstanding  the  foregoing,  each of the parties hereto agrees
that the  failure to reach a  renegotiated  Purchase  Price,  regardless  of the
reason  therefor,  shall not be deemed a breach of this  Agreement  by any party
hereto  and  accordingly,  may not be the  basis  for any  action  or claim  for
damages.  During any period of  negotiation  pursuant to this  Section  7.8, the
scheduled  Closing  Date shall be  postponed  to  accommodate  such  negotiation
efforts and rescheduled in the event an agreement to proceed to Closing (whether
at an increased Purchase Price or otherwise) is reached.


                                  ARTICLE VIII

             CONDITIONS TO OBLIGATIONS OF OMNICOM AND THE PURCHASER

     The  obligations  of the Purchaser  hereunder to purchase the Assets and to
assume and pay, perform and discharge the Assumed Liabilities are subject to the
fulfillment,  at or before  the  Closing,  of each of the  following  conditions
(except with respect to Section 8.8 and the first  sentence of Section 8.10, all
or any of which  may be  waived  in whole or in part by  Omnicom,  on  behalf of
itself and the Purchaser, in its sole discretion):

     Section  8.1  Representations  and  Warranties.   The  representations  and
warranties made by the Sellers in this Agreement,  or in any Schedule  delivered
pursuant hereto, shall be true and correct in all material respects on and as of
the Closing  Date with the same force and effect as though made on and as of the
Closing  Date or, in the case of  representations  and  warranties  made as of a
specified  date earlier than the Closing  Date,  on and as of such earlier date,


                                       48
<PAGE>

and Sellers  shall have  delivered to Omnicom and the  Purchaser a  certificate,
dated the Closing Date, to such effect.

     Section 8.2 Good Standing Certificates. The Sellers shall have delivered to
Omnicom  and the  Purchaser  a  certificate  from the  Secretary  of  State  (or
comparable  official) of each  jurisdiction in which a Subsidiary whose stock is
being  acquired by the Purchaser  under this Agreement is organized or qualified
to do business,  to the effect that such  Subsidiary is in good standing in such
jurisdiction.

     Section 8.3 Performance. The Sellers shall have performed and complied with
the agreements,  covenants and  obligations  required by this Agreement to be so
performed  or  complied  with by the  Sellers at or before the Closing (it being
agreed that the  Purchaser  shall not be  required  to close  either the Company
Asset  purchase  or the  Advertising  Asset  purchase  unless  both  such  Asset
purchases  are  simultaneously  closed),   including  without  limitation,   the
execution  and  delivery  of the  conveyance  documents  referred  to in Section
2.2(b),  and the Sellers  shall have  delivered  to Omnicom and the  Purchaser a
certificate, dated the Closing Date, to such effect.

     Section 8.4  Certified  Resolutions.  The Sellers  shall have  delivered to
Omnicom and the Purchaser  copies of  resolutions of the boards of directors and
of the  stockholders  of the Sellers  authorizing  the  execution,  delivery and
performance  of  this  Agreement  and  the  transactions   contemplated  hereby,
certified to by the respective secretaries of the Company and Advertising.

     Section  8.5 No  Litigation.  There  shall not be pending  any  litigation,
proceeding,   investigation,   review,  arbitration  or  claim  by  governmental
representatives  or authorities,  and no preliminary or permanent  injunction or
other order shall have been issued,  to restrain or invalidate the  consummation
by the Sellers of this Agreement and the transactions  contemplated  hereby, and
no material  litigation  shall be pending or to the best knowledge,  information
and  belief  of  the  Sellers,  threatened  against  the  Company  or any of its
Subsidiaries or any of their respective directors,  officers or stockholders (a)
with  respect  to this  Agreement  or the  transactions  contemplated  hereby or
arising out of the  actions  required  or  permitted  to be taken by any of them
pursuant to this Agreement,  or (b) against or affecting either Seller or any of
the  Subsidiaries  or any of their  properties  or rights  which,  if  adversely
determined, would be reasonably likely to have a Material Adverse Effect.

     Section 8.6 Regulatory Consents and Approvals. All consents,  approvals and
actions of, filings with and notices to any governmental or regulatory authority
necessary to permit  Omnicom,  the  Purchaser  and the Sellers to perform  their
obligations under this Agreement and to consummate the transactions contemplated
hereby shall have been duly  obtained,  made or given and shall be in full force
and effect,  and all  terminations  or expirations of waiting periods imposed by
any governmental or regulatory  authority  necessary for the consummation of the


                                       49
<PAGE>

transactions contemplated by this Agreement,  including under the HSR Act, shall
have occurred.

     Section 8.7 Registration  Statement;  New York Stock Exchange Listing.  The
Registration  Statement shall have been declared effective by the SEC and on the
Closing Date shall remain  effective and shall not be subject to a stop order or
any  threatened  stop  orders.  All  necessary  state  securities  and  blue sky
authorizations  required  to carry  out the  transactions  contemplated  by this
Agreement  shall have been  obtained.  The Omnicom Stock  issuable in connection
with this Agreement  shall have been duly listed on the New York Stock Exchange,
subject only to official notice of issuance.

     Section  8.8  Company   Stockholder   Approval.   The  special  meeting  of
stockholders  of the Company  shall have been duly held and at such  meeting the
requisite  affirmative vote of the Company stockholders shall have been recorded
to authorize and to approve the transactions  contemplated  hereby in accordance
with applicable  provisions of Delaware law,  including the matters set forth in
Section 5.10 hereof and such other  matters  presented to the  Stockholders  for
approval.

     Section 8.9 Required  Approvals,  Notices and  Consents.  The Sellers shall
have  obtained  or given,  as the case may be, at no  expense  to Omnicom or the
Purchaser  and there  shall not have been  withdrawn  or modified  any  notices,
consents,  approvals or other actions  listed on Schedule 3.24 hereof (except as
otherwise  contemplated  by Section  3.24).  Each such consent  shall be in form
reasonably satisfactory to counsel for Omnicom and the Purchaser.

     Section  8.10  Pooling  of  Interests  Accounting.  The SEC  shall not have
objected  to   Omnicom's   treatment   of  the  purchase  of  the  Assets  as  a
pooling-of-interests  for  accounting  purposes.  Omnicom  shall have received a
letter from each of Coopers & Lybrand LLP and Arthur Andersen LLP  substantially
in the forms of Exhibit D and Exhibit E hereto,  respectively,  confirming  that
the Company and the Purchaser are poolable entities as provided in APB No. 16.

     Section  8.11  Opinion of  Counsel.  Omnicom and the  Purchaser  shall have
received  the  opinion of Simpson  Thacher &  Bartlett,  special  counsel to the
Sellers, dated the Closing Date,  substantially in the form and to the effect of
Exhibit C hereto.

     Section 8.12 Escrow Agreements. The Sellers and the Escrow Agent shall have
entered into the Escrow Agreement.

     Section  8.13  Employment  Agreements.  The  Purchaser  and/or  one  of its
affiliates and each of Steve Hancock,  Adelaide  Horton,  Robert  Kuperman,  Ira
Matathia,  Tom Patty and  Robert  Wolf  shall have  entered  into an  employment
agreement, each in a form previously approved by such party and the Purchaser.


                                       50
<PAGE>


     Section  8.14  Non-Competition  Agreements.  Each  of  Leland  Clow,  Steve
Hancock,  Adelaide Horton, Robert Kuperman,  Ira Matathia,  Tom Patty and Robert
Wolf shall have entered into a  non-competition  agreement in substantially  the
form  of  Exhibit  F  hereto;   and  Jay  Chiat  shall  have   entered   into  a
non-competition agreement substantially in the form of Exhibit G hereto.

     Section 8.15 Employment/Consulting Agreements. Jay Chiat shall have entered
into the Chiat Consulting  Agreement and Leland Clow shall have entered into the
Clow Employment  Agreement and each shall have agreed to the assumption  thereof
by the  Purchaser;  and the  Sellers  shall have  delivered  to Omnicom  and the
Purchaser  a  certificate  dated the  Closing  Date to the effect that the Chiat
Consulting  Agreement  and the Clow  Employment  Agreement are in full force and
effect,  that Jay Chiat and Leland Clow are full-time  employees of the Company,
and no party to either such agreement has declared or threatened to declare, nor
has any basis to declare  the other  party  thereto in  default  thereunder.  In
addition,  Jay Chiat and Leland Clow shall have each  delivered to the Purchaser
his written  consent  that the term "Group" as used in Section 7(a) of the Chiat
Consulting Agreement and Clow Employment Agreement, as the case may be, shall on
and after the Closing  Date mean all  companies  operating  within the  combined
Chiat/Day and TBWA International network.

     Section 8.16 Loss of Client Account.  Advertising  shall not have ceased to
be or received  notice that it will cease to be, (x) the  advertising  agency in
the United States for the U.S. Nissan and/or Infiniti  divisions of Nissan Motor
Corp., or (y) the advertising agency for two or more of the following  accounts:
Eveready,  Home  Savings,  NYNEX,  Midland  Bank, NY Life or Shoppers Drug Mart;
provided,  however,  that the  Sellers  shall have been  deemed to  satisfy  the
condition  under  clause (y) in the event  that  Advertising  replaces  the lost
account with an account of similar size (measured by revenues).

     Section  8.17  Affiliates  Representation  Letters.  Each  of  the  Company
Affiliates   shall  have  executed  and  delivered  to  Omnicom  the  affiliates
representation letter referred to in Section 7.2.

     Section 8.18 EAR and EPU  Holders.  Holders of EARs and EPUs who own in the
aggregate  at least 83% of the  outstanding  EARs and EPUs on the Closing  Date,
which group must include  each holder of EARs or EPUs who is also a  Stockholder
of the Company, shall have executed and delivered to the Company written consent
to the actions described in Section 2.7,  substantially in the form of Exhibit H
hereto.  The Company shall have delivered a copy of all such Consent  Letters to
Omnicom.

     Section  8.19  Closing  of Profit  Sharing  Plan  Purchase  Agreement.  The
transactions  contemplated  by the Profit Sharing Plan Purchase  Agreement shall
have been completed.


                                       51
<PAGE>


     Section  8.20  Repayment  of  Indebtedness.  The  Company  shall  have made
adequate  arrangements so that within 90 days after Closing, all indebtedness of
directors,  officers  and  employees  of the  Company or any  Subsidiary  to the
Company or any  Subsidiary  shall have been repaid in full,  other than  routine
travel  and  expense  advances  or  relocation  allowances  or  other  loans  to
employees,  in each case made (x) in the ordinary course of business, (y) within
the  prior  90 days,  and (z)  consistent  in  amount  with  past  practice  and
individually  not  exceeding  $5,000,  and the Sellers  shall have  delivered to
Omnicom and the Purchaser a certificate, dated the Closing Date, to such effect.

     Section 8.21 Material Adverse Effect. Except for the execution and delivery
of this  Agreement  and the  transactions  required or  permitted  to take place
pursuant hereto on or prior to the Closing Date,  since the Execution Date there
shall not have occurred any Material Adverse Effect, or any event or development
which,  individually or together with such events,  could reasonably be expected
to result in a Material  Adverse Effect.  Without limiting the generality of the
foregoing, the Purchaser shall have received reasonable assurances and financial
data to  demonstrate  that (i) if the Closing is on or prior to August 31, 1995,
EBIT for the nine  months  ended July 31,  1995 is  $7,500,000  and EBIT for the
Company's  fiscal year ending October 31, 1995 is reasonably  expected to exceed
$13,500,000;  and (ii) if the Closing is on or after November 1, 1995,  EBIT for
the Company's fiscal year ended October 31, 1995 is $13,500,000.

     Section 8.22  Proceedings.  All  proceedings to be taken on the part of the
Sellers in connection with the  transactions  contemplated by this Agreement and
all documents  incident  thereto shall be  reasonably  satisfactory  in form and
substance to Omnicom and the Purchaser, and Omnicom and the Purchaser shall have
received  copies of all such  documents  and other  evidences as Omnicom and the
Purchaser may reasonably  request in order to establish the consummation of such
transactions and the taking of all proceedings in connection therewith.

     Section 8.23  Financial  Transactions.  Each of the  transactions  required
under Section 7.5(ii) and (iii) shall have been consummated.

     Section  8.24  Deposit  and Pledge  Agreement.  The Sellers and the deposit
agent  shall  have  entered  into  a  deposit  and  pledge  agreement  in a form
previously  approved by such parties and the Purchaser  (the "Deposit and Pledge
Agreement").

                                   ARTICLE IX

                    CONDITIONS TO OBLIGATIONS OF THE SELLERS

     The obligations of the Sellers  hereunder to sell the Assets are subject to
the fulfillment,  at or before the Closing, of each of the following  conditions
(except  with respect to Section 9.8, all or any of which may be waived in whole
or in part by the Sellers in their sole discretion):


                                       52
<PAGE>


     Section  9.1  Representations  and  Warranties.   The  representations  and
warranties  made by Omnicom  and the  Purchaser  in this  Agreement,  taken as a
whole,  shall be true and  correct  in all  material  respects  on and as of the
Closing  Date  with the same  force and  effect as though  made on and as of the
Closing Date, and Omnicom and the Purchaser  shall have delivered to the Sellers
a certificate, dated the Closing Date, to such effect.

     Section 9.2 Good Standing Certificates. Omnicom shall have delivered to the
Sellers a  certificate  from the  Secretary of State of the State of New York to
the effect that Omnicom is in good standing in such state and a certificate from
the  Secretary  of State (or  comparable  official) of each state in which it is
qualified  to do  business,  to the effect  that it is in good  standing in such
jurisdiction.  The Purchaser  shall have  delivered to the Sellers a certificate
from the  Secretary  of State of the State of  Delaware  to the effect  that the
Purchaser is in good standing in such state and a certificate from the Secretary
of State (or  comparable  official) of each state in which it is qualified to do
business to the effect that it is in good standing in such jurisdiction.

     Section 9.3 Performance. Omnicom and the Purchaser shall have performed and
complied  with  the  agreements,  covenants  and  obligations  required  by this
Agreement to be so performed or complied with by Omnicom and the Purchaser at or
before the  Closing (it being  agreed that the Sellers  shall not be required to
close either the Company  Asset sale or the  Advertising  Asset sale unless both
such Asset sales are simultaneously closed),  including without limitation,  the
execution  and  delivery  of the  assumption  documents  referred  to in Section
2.2(c),  and Omnicom and the  Purchaser  shall have  delivered  to the Sellers a
certificate, dated the Closing Date, to such effect.

     Section 9.4 Certified  Resolutions.  Omnicom and the  Purchaser  shall have
delivered to the Sellers a copy of the resolutions of the boards of directors of
each of Omnicom  and the  Purchaser  authorizing  the  execution,  delivery  and
performance  of  this  Agreement  and  the  transactions   contemplated  hereby,
certified  to by the  secretary  or  assistant  secretary  of  Omnicom  and  the
Purchaser, respectively.

     Section  9.5 No  Litigation.  There  shall not be pending  any  litigation,
proceeding,   investigation,   review,  arbitration  or  claim  by  governmental
representatives  or authorities,  and no preliminary or permanent  injunction or
other order shall have been issued to restrain or invalidate the consummation by
Omnicom or the  Purchaser of this  Agreement and the  transactions  contemplated
hereby,  and Omnicom and the  Purchaser  shall have  delivered  to the Sellers a
certificate,  dated the Closing  Date,  to such effect.  No material  litigation
shall be pending or threatened against the Company or any of its Subsidiaries or
any of their respective  directors,  officers or stockholders arising out of the
actions  required  or  permitted  to be  taken by any of them  pursuant  to this
Agreement.

     Section 9.6 Regulatory Consents and Approvals. All consents,  approvals and
actions of, filings with and notices to any governmental or regulatory authority


                                       53
<PAGE>

necessary to permit the  Sellers,  Omnicom and the  Purchaser  to perform  their
obligations under this Agreement and to consummate the transactions contemplated
hereby shall have been duly  obtained,  made or given and shall be in full force
and effect,  and all  terminations  or expirations of waiting periods imposed by
any governmental or regulatory  authority  necessary for the consummation of the
transactions contemplated by this Agreement,  including under the HSR Act, shall
have occurred.

     Section 9.7 Registration  Statement,  New York Stock Exchange Listing.  The
Registration  Statement shall have been declared effective by the SEC and on the
Closing Date shall remain  effective and shall not be subject to a stop order or
any threatened stop orders. All material necessary state securities and blue sky
authorizations  required  to carry  out the  transactions  contemplated  by this
Agreement  shall have been  obtained.  The Omnicom Stock  issuable in connection
with this Agreement  shall have been duly listed on the New York Stock Exchange,
subject only to official notice of issuance.

     Section  9.8  Company   Stockholder   Approval.   The  special  meeting  of
stockholders  of the Company  shall have been duly held and at such  meeting the
requisite  affirmative vote of the Company stockholders shall have been recorded
to authorize and to approve the transactions  contemplated  hereby in accordance
with applicable provisions of Delaware law, including,  without limitation,  the
matters set forth in Section 5.10 hereof and such other matters presented to the
Stockholders for approval.

     Section 9.9 Opinion of Counsel. The Sellers shall have received the opinion
of Davis & Gilbert,  counsel to Omnicom  and the  Purchaser,  dated the  Closing
Date, substantially in the form and to the effect of Exhibit I hereto.

     Section  9.10  Employment  Agreements.  The  Purchaser  and/or  one  of its
affiliates,  and each of Steve Hancock,  Adelaide Horton,  Robert Kuperman,  Ira
Matathia,  Tom Patty and  Robert  Wolf  shall have  entered  into an  employment
agreement, each in a form previously approved by such party and the Purchaser.

     Section 9.11  Employment/Consulting  Agreements.  The Purchaser  shall have
validly assumed each of the Chiat  Consulting  Agreement and the Clow Employment
Agreement pursuant to an assumption  agreement in a form previously  approved by
the Company and  Omnicom,  and the Chiat  Consulting  Agreement  shall have been
validly assigned by the Purchaser to Omnicom.

     Section 9.12 Increased Revenues of the Sellers.  The Annualized Revenues of
the Company and its Subsidiaries shall not be greater than $100,000,000 and EBIT
for the  Company's  fiscal year ending  October 31, 1995 shall not be reasonably
expected to be greater than $17,200,000.


                                       54
<PAGE>


     Section  9.13  Proceedings.  All  proceedings  to be  taken  on the part of
Omnicom and the Purchaser in connection  with the  transactions  contemplated by
this  Agreement  and  all  documents   incident   thereto  shall  be  reasonably
satisfactory  in form and  substance to the Sellers,  and the Sellers shall have
received  copies of all such  documents  and other  evidences as the Sellers may
reasonably  request in order to establish the consummation of such  transactions
and the taking of all proceedings in connection therewith.

     Section 9.14  Financial  Transactions.  Each of the  transactions  required
under Section 7.5(i) shall have been consummated.

     Section 9.15 Incentive Agreement.  The Purchaser shall have validly assumed
the Richard Sittig incentive agreement referred to on Schedule 3.8.

     Section 9.16 Escrow  Agreement.  The  Purchaser  and the Escrow Agent shall
have entered into the Escrow Agreement.

     Section  9.17  Closing  of Profit  Sharing  Plan  Purchase  Agreement.  The
transactions  contemplated  by the Profit Sharing Plan Purchase  Agreement shall
have been completed.

     Section 9.18 Material Adverse Effect.  Since the Execution Date there shall
not have  occurred  any material  adverse  change,  or any event or  development
which,  individually or together with such events,  could reasonably be expected
to result in a material adverse change, on the financial  condition,  results of
operations,  assets,  properties or  businesses of Omnicom and its  subsidiaries
taken as a whole, and Omnicom shall have delivered to the Sellers a certificate,
dated the Closing Date, to such effect.


                                   ARTICLE X

                             ADDITIONAL AGREEMENTS

     Section  10.1 Change of Name of Sellers.  At the  Closing,  (i) the Company
shall execute  appropriate  documents to change its corporate name to a name not
including the "Chiat/Day"  designation,  or any variation thereof,  and promptly
thereafter shall file such documents with the Secretary of State of the State of
Delaware  and each other  jurisdiction  in which it is qualified to do business,
(ii)  Advertising  shall execute  appropriate  documents to change its corporate
name to a name  not  including  the  "Chiat/Day  designation,  or any  variation
thereof, and promptly thereafter shall file such documents with the Secretary of
State  of the  State of  Delaware  and each  other  jurisdiction  in which it is
qualified to do  business,  and (iii) each  Inactive  Subsidiary  shall  execute
appropriate  documents to change its corporate  name to a name not including the
"Chiat/Day" designation, or any variation thereof, and promptly thereafter shall
file  such  documents  with  the  appropriate  governmental  authorities  of the


                                       55
<PAGE>

jurisdiction  of its  incorporation  and each other  jurisdiction in which it is
qualified to do business.

     Section 10.2 Change of Name of TBWA Advertising Inc. It is expressly agreed
that,  effective upon the Closing,  the Purchaser and its affiliates  shall have
full and exclusive  ownership of the corporate  name and trade name  "Chiat/Day"
and shall have the right to use such  corporate  name and trade name anywhere in
the world, and as promptly as practicable after the Closing,  Omnicom will cause
the  companies  operating  as part of the TBWA  International  network  in North
America who currently include the designation  "TBWA" as part of their corporate
names,  to  change  their  corporate  names to  include  the  designation  "TBWA
Chiat/Day" by filing  appropriate  documents with the  appropriate  governmental
authorities.  Each of Omnicom and the Purchaser  agrees that until  December 31,
1998,  without  the  consent  of the  Company  (or  after its  dissolution,  the
Liquidating  Trustee),  it will not  authorize  the deletion of the  "Chiat/Day"
designation from the corporate name of any such entity. Nothing contained herein
shall require Omnicom or the Purchaser to cause any company operating within the
TBWA  International  network outside of North America to include the "Chiat/Day"
designation in its corporate name or trade name.

     Section 10.3  Allocation of Purchase  Price.  The Sellers,  Omnicom and the
Purchaser  agree that the Purchase  Price shall be allocated in accordance  with
Section 1060 of the Code, as set forth on an allocation  schedule (the "Purchase
Price Allocation") to be agreed by the Sellers,  Omnicom and the Purchaser prior
to the Closing Date; provided,  however,  that the Purchaser at its sole expense
may obtain an appraisal of the tangible assets including leasehold  improvements
of the Sellers from an  independent  appraiser  of  recognized  standing,  which
appraisal  shall be used for purposes of allocating  the Purchase  Price to such
tangible  assets.  The Sellers,  Omnicom and the Purchaser agree that they shall
report the allocation of the Purchase Price in a manner entirely consistent with
Purchase  Price  Allocation  in all tax  returns  and forms  (including  without
limitation, Forms 8594 filed with Omnicom's or the Purchaser's and the Company's
respective  federal  income tax returns for the taxable  year that  includes the
Closing Date) and in the course of any tax audit,  tax review or tax  litigation
relating  thereto unless  otherwise  required under applicable law. The Sellers,
Omnicom and the Purchaser  shall  cooperate with each other to prepare the Forms
8594 in the manner  required by this Section 10.3. The Sellers,  Omnicom and the
Purchaser  shall each deliver to the other a copy of the Form 8594 it files with
its respective federal income tax return.

     Section 10.4 Future Tax Returns.  The  Sellers,  Omnicom and the  Purchaser
will  report  the  transactions  contemplated  by this  Agreement  as a  taxable
purchase  of the Assets of each of the  Company  and  Advertising  for  federal,
state,  local and foreign  income tax  purposes  and will not take any  federal,
state,  local or foreign tax reporting  position which is inconsistent  with the
treatment of such transactions as taxable for federal income tax purposes unless
otherwise required under applicable law. The Sellers will deliver to Omnicom all


                                       56
<PAGE>

federal,  state, local, and foreign tax returns which will be filed by either of
the Sellers with respect to the taxable year of the Sellers  beginning  November
1,  1994,  10 days  prior to the  filing  of any such  returns  with any  taxing
authority.  Each  return  shall  be in final  form as it will be filed  with the
respective  taxing  authority.  The Sellers,  Omnicom and the Purchaser agree to
cooperate  fully in  connection  with any audit of any tax  return  filed by the
Sellers,  Omnicom or the Purchaser  reporting the  transactions  contemplated by
this Agreement (or administrative or judicial proceedings  resulting therefrom),
including  without  limitation  the  furnishing or making  available of records,
books of account, or personnel reasonably required in connection with such audit
or  proceeding.  Each party shall bear its own  out-of-pocket  costs incurred in
furnishing such cooperation.

     Section 10.5 Tax Elections.  If requested by Omnicom, the Company agrees to
join with Omnicom in an election under ss.338(h)(10) of the Code with respect to
the Purchaser's acquisition of the stock of any Subsidiary. If so requested, the
Company shall deliver to Omnicom a duly executed and completed  Internal Revenue
Service  Form 8023 and similar  forms under  applicable  state and local tax law
with respect to each such sale no later than 60 days prior to the date each such
Form is required to be filed.

     Section 10.6 Canadian  Elections.  Advertising  and the Purchaser  agree to
elect jointly in  prescribed  form pursuant to Section 167 of the Excise Tax Act
(Canada)  so that no goods and  services  tax is  payable  by the  Purchaser  in
respect of the purchase of any Advertising Assets located in Canada. Advertising
and the Purchaser  agree to elect jointly in prescribed form pursuant to section
22 of the Income Tax Act (Canada) and the corresponding  provisions of any other
provincial  tax  legislation  in  respect  of the  amount  of the  consideration
allocated  to the accounts  receivable  attributable  to the  Canadian  business
operations  of  Advertising  transferred  to  the  Purchaser  pursuant  to  this
Agreement.  Advertising  agrees to  deliver  to the  Purchaser  on or before the
Closing  Date a  certificate  issued by the Minister of National  Revenue  under
subsection 116(2) of the Income Tax Act (Canada)  specifying a certificate limit
not less than the Purchase Price allocated to the Advertising  Assets located in
Canada.  Advertising  agrees to  deliver a  certificate  under  Section 6 of the
Retail Sales Tax Act (Ontario)  issued by the Minister of Finance that all taxes
payable  or  collectable  by  Advertising  under  that Act have been paid or are
otherwise satisfactorily secured.

     Section  10.7  Dispute  Resolution.  In the  event of a  disagreement  with
respect to Sections  8.16,  the last  sentence of Section 8.21, or Section 9.12,
the items in dispute shall be submitted to the New York City office of KPMG Peat
Marwick,  and if they refuse or are otherwise unable to serve, the New York City
office of Deloitte & Touche (the  "Arbitrator"),  and the  determination  of the
Arbitrator  shall  become  final and  conclusive  upon the  parties  hereto  and
enforceable in a court of law. The  Arbitrator  shall consider only the items in
dispute and shall be  instructed  to act within ten days to resolve all items in
dispute.  The  Arbitrator  shall  determine  the  party  (i.e.  Omnicom  and the
Purchaser,  on the one hand, or the Sellers,  on the other hand, as the case may
be) whose asserted  positions before the Arbitrator are in the aggregate further
from  the   aggregate   resolutions   determined   by  the   Arbitrator,   which


                                       57
<PAGE>

non-prevailing party shall pay the fees and expenses of the Arbitrator. Any such
fees and expenses borne by the Sellers shall be deemed to be Transaction Costs.

     Section 10.8 Termination.  This Agreement may be terminated and the sale of
Assets and other transactions  contemplated  herein may be abandoned at any time
prior to the  Closing,  notwithstanding  the  adoption of this  Agreement by the
stockholders of the Company by:

     (a)  mutual  consent  of the Boards of  Directors  of each of the  Sellers,
Omnicom and the Purchaser;

     (b) either Omnicom and the Purchaser,  on the one hand, or the Sellers,  on
the other hand, (provided the terminating party is not then in breach hereof) if
the other party breaches its representations,  warranties or covenants hereunder
in any  material  respect and such breach is not cured  within 30 days after the
delivery of written notice thereof to such breaching  party unless the breach of
any such  representation,  warranty,  or covenant does not materially  adversely
affect the  business or assets of the  breaching  party or the ability of any or
all parties to consummate the transactions contemplated hereby;

     (c) the Boards of  Directors  of either  Omnicom and the  Purchaser  or the
Sellers in the event a final and nonappealable  order, decree or judgment of any
court,  agency,  commission  or  governmental  authority  is issued or  existing
against the parties or any of them or any of their  directors which would enjoin
the transactions contemplated hereby; or

     (d) either Omnicom and the Purchaser,  on the one hand, or the Sellers,  on
the other  hand,  if the  Closing  Date has not  occurred  prior to the close of
business on December 31, 1995; or

     (e) either Omnicom and the Purchaser,  on the one hand, or the Sellers,  on
the other hand,  at any time after  October 31, 1995 if the  conditions  to such
parties'  obligation  to close set forth in  Article  VIII or IX,  respectively,
shall have  become  incapable  of being  satisfied  by the close of  business on
December 31, 1995.

     Section 10.9 Effect of  Termination.  If this  Agreement is  terminated  as
provided in Section  10.8 hereof,  this  Agreement  (except as otherwise  herein
provided)  shall  forthwith  become void and there shall be no  liability on the
part of any party hereto or its  respective  officers or directors  arising from
the act of such permitted termination.  Nothing herein shall preclude,  however,
any action or claim for  damages to which any party is  otherwise  entitled as a
result of breach by the other party hereto.

     Section  10.10Bulk  Transfer  Laws. The parties hereto agree that they will
comply with the  provisions  of Section  1141(c) of the New York State Sales and
Use Tax Law and the provisions of Sections 6811 and 6812 of the California Sales
and Use Tax Law.


                                       58
<PAGE>


     Section  10.11No Merger.  Before or after the Closing,  neither the Company
nor Advertising will take any action to merge or liquidate  Advertising into the
Company.

     Section 10.12  Transfer Tax  Compliance.  (a) The Sellers and the Purchaser
shall comply with Article 31-B of the New York State Tax Law (the "Gains  Tax"),
relating to the New York State Real Property  Transfer Gains Tax,  Section 14.15
of the New York  State Tax Law  relating  to the New York  State  Real  Property
Transfer Tax and Chapter 21, Title 11 of the Administrative  Code of the City of
New York relating the New York City Real  Property  Transfer Tax and any similar
taxes of other  applicable  jurisdictions  (all  such  taxes  collectively,  the
"Transfer  Taxes").  For such purposes,  the Sellers,  Omnicom and the Purchaser
agree that the  leasehold  interests  of the  Sellers  have no value and that no
portion of the Purchase Price is allocable thereto.

     (b) If transferor and transferee questionnaires are required for compliance
with the Gains Tax, the Sellers and the Purchaser  shall  promptly  complete and
execute such  questionnaires,  and the Sellers shall cause the questionnaires to
be filed with the New York State  Department  of Taxation  not later than twenty
days prior to the Closing Date. Any similar  pre-Closing  filing  required under
the laws of any other applicable  jurisdiction  shall be made not later than the
due date therefor.

     (c) At the  Closing,  the Sellers  shall  deliver and cause to be filed all
returns required to be filed in connection with the Transfer Taxes.

     Section 10.13  Indebtedness to the Purchaser. At the Closing, the Purchaser
will  assume  any  indebtedness  owing  by the  Company  or  Advertising  to the
Purchaser.  Any such indebtedness  shall be deemed discharged  immediately after
the Closing.


                                   ARTICLE XI

                           SURVIVAL; INDEMNIFICATION

     Section 11.1  Survival.  Subject to the  limitations  set forth in Sections
11.3 and 11.4 hereof, the respective representations,  warranties, covenants and
agreements of the Sellers, Omnicom and the Purchaser contained in this Agreement
or in any  Schedule,  or in any  certificate  delivered  at the  Closing,  shall
survive the  Closing.  Notwithstanding  any right of any party  hereto  fully to
investigate the affairs of any other party, and notwithstanding any knowledge of
facts  determined or  determinable  pursuant to such  investigation  or right of
investigation,  each  party  hereto  shall have the right to rely fully upon the
representations,  warranties,  covenants  and  agreements  of  any  other  party
contained in this Agreement or in any Schedule  furnished by another party or in
any certificate delivered at the Closing by any other party.


                                       59
<PAGE>


     Section  11.2  Obligation  of the  Company  to  Indemnify.  Subject  to the
limitations  set forth in Sections 11.3 and 11.4 hereof,  the Company  agrees to
indemnify the Purchaser and its  affiliates,  directors,  officers and employees
(collectively the "Indemnified  Parties") against, and to protect, save and keep
harmless the Indemnified  Parties from, and to assume  liability for, payment of
all liabilities (including liabilities for Taxes), obligations, losses, damages,
penalties, claims, actions, suits, judgments, settlements,  out-of-pocket costs,
expenses and disbursements  (including  reasonable costs of  investigation,  and
reasonable  attorneys',  accountants' and expert witnesses' fees, whether or not
suit is  brought)  of  whatever  kind and  nature,  to the extent not covered by
insurance  which the applicable  Indemnified  Parties will be entitled to obtain
the benefits of (collectively,  "Losses"), that may be imposed on or incurred by
the  Indemnified  Parties  as a  consequence  of or in  connection  with (i) any
inaccuracy  or breach of any  representation  or  warranty or covenant of either
Seller  contained  in or  made  pursuant  to  this  Agreement,  other  than  any
inaccuracy  or breach with respect to the last sentence of Section 3.8; (ii) the
breach  of or  failure  by either  Seller to  perform  or  discharge  any of its
obligations under this Agreement or under the transactions  contemplated hereby;
(iii) the assertion by any third party of any claim or cause of action  relating
to any liability of either Seller not assumed by the Purchaser  pursuant to this
Agreement; or (iv) any inaccuracy in or breach of the representation or warranty
contained in the last sentence of Section 3.28 hereof. The term "Losses" as used
herein  is  not  limited  to  matters  asserted  by  third  parties  against  an
Indemnified  Party but includes  Losses  incurred or sustained by an Indemnified
Party in the absence of third party claims.

     Section 11.3 Indemnification Procedures.

     11.3.1  Notice of Asserted  Liability.  The Purchaser  shall  promptly give
notice  (the  "Claims   Notice")  to  the  Company  of  any  demand,   claim  or
circumstances  which gives  rise,  or with the lapse of time would or might give
rise to a claim or the commencement (or threatened  commencement) of any action,
proceeding  or  investigation  that  may  result  in any  Losses  (an  "Asserted
Liability")  without regard to the limitations on  indemnification  set forth in
Section 11.4 below.  The Claims Notice shall describe the Asserted  Liability in
reasonable detail, shall indicate the amount (estimated if necessary, and to the
extent  feasible)  of the  Losses  that  have  been  or may  be  suffered  by an
Indemnified Party.

     11.3.2 Defense of Asserted Liability. If the facts giving rise to the claim
for  indemnification  shall involve any actual or threatened  claim or demand by
any third party against any Indemnified Party or by an Indemnified Party against
any third party (a "Third Party Claim"),  the Purchaser  shall have the right to
defend or prosecute  such Third Party Claim through  counsel of the  Purchaser's
own choosing.

     11.3.3  Cooperation.   The  Sellers  shall  cooperate  in  the  defense  or
prosecution  of any such claim or defense and furnish such records,  information
and  testimony and attend such  conferences,  discovery  proceedings,  hearings,
trials, and appeals as may be reasonably requested in connection therewith.  The
Sellers shall be entitled to  participate  in the defense or  prosecution of any


                                       60
<PAGE>

such claim,  demand or  litigation  at their own expense and through  counsel of
their own choosing,  but control  thereof shall remain with the  Purchaser.  The
Purchaser  shall  cooperate in such defense or prosecution to the same extent as
the Sellers are obligated to cooperate under this Section 11.3.3.

     11.3.4  Settlements.  The Company will not be subject to any  liability for
any  settlement  made  without  its  consent  (but  such  consent  shall  not be
unreasonably withheld or delayed).


     Section 11.4 Limitations on Indemnification.

     11.4.1  Indemnity  Cushion.  Except as  provided in the next  sentence,  no
claim,  action or other  Asserted  Liability  (other than an Asserted  Liability
under  Section  3.27 or one of the first two  sentences  of Section 3.28 hereof)
with  respect to Losses  arising  out of any of the  matters  referred  to under
clauses (i)  through  (iii) of Section  11.2 may be asserted  until such time as
claims, actions or other Asserted Liabilities with respect to Losses arising out
of a matter referred to in clause (i) through (iii) of Section 11.2 shall exceed
$300,000 in the  aggregate  (in which case the  Company  shall be liable for all
Losses in excess of $300,000). Losses arising out of any of the matters referred
to under clause (iv) of Section 11.2 shall be reimbursable without regard to the
$300,000 cushion.

     11.4.2 Termination of Indemnification Obligations and Other Limitations.

          (i)  Except as  otherwise  provided  in this  Section  11.4.2  (and in
     particular  the  provisions  of  clause  (ii)  of  Sections  11.4.2),   the
     obligation of the Company to indemnify shall terminate and be of no further
     force and effect on the "Termination Date," which shall be earlier to occur
     of (x) the date of the  first  independent  audit  report,  if any,  of the
     consolidated   financial  results  of  the  Purchaser  and  the  Businesses
     following the Closing Date or (y) one year from the Closing Date; provided,
     however, that (A) claims for Losses arising under clauses (i) through (iii)
     of Section 11.2 asserted in writing  against the Company on or prior to the
     Termination  Date shall  survive  until they are  decided and are final and
     binding upon the  Purchaser and the Company as  contemplated  by the Escrow
     Agreement,  and (B) no claim for Losses  arising  under clauses (i) through
     (iii) of Section 11.2 may be asserted after the Termination Date.

          (ii) In that the matter  identified  in clause (iv) of Section 11.2 is
     an asset whose collectibility cannot reasonably be assured on the Execution
     Date,  the  limitations  set forth in clause (i) of  Section  11.4.2 on the
     obligations of the Company to indemnify shall not apply with respect to the
     matter as to which the Purchaser is entitled to be indemnified under clause
     (iv) of Section 11.2.  Notwithstanding the foregoing, the obligation of the
     Company to indemnify  for Losses  arising under clause (iv) of Section 11.2
     shall  terminate  and be of no  further  force  and  effect  on the  second
     anniversary  of the Closing Date;  provided,  however,  that (A) claims for


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<PAGE>

     Losses  arising  under  clause  (iv) of Section  11.2  asserted  in writing
     against  the Company on or prior to the second  anniversary  of the Closing
     Date shall  survive  until they are decided and are final and binding  upon
     the parties hereto and (B) no claim for Losses arising under clause (iv) of
     Section  11.2  may  be  asserted  after  the  earlier  of  (x)  the  second
     anniversary  date of the  Closing  and (y) the date on which  payments  due
     under the Mojo Receivable shall have been fully paid or finally settled.

          (iii) The parties agree that the satisfaction of liabilities under the
     Escrow Agreement, and the procedures to be followed in respect thereof, are
     subject to the specific  provision of such Escrow Agreement relating to the
     release of the Escrow Funds.

          (iv) Except as provided in Section  7.1, the rights of Omnicom and the
     Purchaser set forth in this Article XI are exclusive and in lieu of any and
     all other rights and remedies  under this Agreement with respect to Losses,
     and such  Losses  shall  be  satisfied  solely  from  the  Escrow  Funds in
     accordance with the provisions of this Article XI and the provisions of the
     Escrow  Agreement  and  Omnicom  and the  Purchaser  agree  that  except as
     provided in Section 7.1,  none of the  Indemnified  Parties  shall have any
     recourse for the payment of any Losses of any kind  whatsoever  against the
     Company or Advertising or their respective  affiliates or past,  present or
     future directors,  officers and employees,  the Stockholders or the holders
     of the EARs and EPUs,  nor shall any of such persons be  personally  liable
     for any such Losses, it being expressly  understood that the sole remedy of
     the  Indemnified  Parties  shall be against the Escrow Funds in  accordance
     with the Escrow Agreement.

          (v) Except as provided in Section 7.1, notwithstanding anything to the
     contrary  contained in this Agreement or in the Escrow  Agreement,  (a) any
     rights of the  Indemnified  Parties of  indemnification  for Losses arising
     under clauses (i) through  (iii) of Section 11.2 shall be satisfied  solely
     from the General  Escrow Fund,  and the  Indemnified  Parties shall have no
     right of indemnity for any such Losses from the Special Escrow Fund and (b)
     any rights of the Indemnified Parties of indemnification for Losses arising
     under  clause  (iv) of Section  11.2  shall be  satisfied  solely  from the
     Special  Escrow Fund,  and the  Indemnified  Parties shall have no right of
     indemnity for any such Losses against the General Escrow Fund.

     11.4.3  Treatment.  Any payments by the Sellers to the Purchaser under this
Article XI (or under the Escrow Agreement) shall be treated by the parties as an
adjustment to Purchase Price.

     11.4.4 Tax  Effects.  A payment  due and payable by Sellers  hereunder  (or
under the Escrow  Agreement) with respect to the matters set forth under clauses
(i) through  (iii) of Section  11.2 shall be  decreased to the extent of any net
actual  reduction in Taxes payable by the Purchaser  upon its payment of Losses,
determined  at an assumed  marginal  tax rate equal to the highest  marginal tax


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<PAGE>

rate then in effect for corporate  taxpayers in the relevant  jurisdiction,  and
taking into account the tax  consequences to the Purchaser of the receipt of any
payment  due and payable by Sellers  under this  Article XI (or under the Escrow
Agreement).

                                  ARTICLE XII

                                 MISCELLANEOUS

     Section 12.1 Expenses. Except as otherwise provided under Section 1.1.3(iv)
hereof,  the parties hereto shall pay all of their own expenses  relating to the
transactions contemplated by this Agreement,  including, without limitation, the
fees and expenses of their respective counsel and financial advisors.

     Section 12.2 Governing Law. The  interpretation  and  construction  of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of New York without reference to its conflict of laws provisions.

     Section  12.3  Jurisdiction.  Except as provided in Section 10.7 and except
with  respect to disputes  governed by the Escrow  Agreement  and required to be
submitted to arbitration thereunder, any judicial proceeding brought against any
of the parties to this Agreement on any dispute arising out of this Agreement or
any  matter  related  hereto  shall be brought in the courts of the State of New
York or in the United  States  District  Court for the Southern  District of New
York, and, by execution and delivery of this  Agreement,  each of the parties to
this Agreement accepts for itself the process in any action or proceeding by the
mailing of copies of such  process to it, at its address as set forth in Section
12.9. Each party hereto  irrevocably  waives to the fullest extent  permitted by
law any objection  that it may now or hereafter  have to the laying of the venue
of any  judicial  proceeding  brought in such courts and any claim that any such
judicial  proceeding has been brought in an  inconvenient  forum.  The foregoing
consent  to  jurisdiction  shall not  constitute  general  consent to service of
process in the State of New York for any purpose  except as  provided  above and
shall not be deemed to confer  rights on any person  other  than the  respective
parties  to this  Agreement.  EACH  PARTY  HEREBY  WAIVES  TRIAL  BY JURY IN ANY
JUDICIAL PROCEEDINGS UNDER THIS AGREEMENT.  In addition, the Company shall cause
the Trustee of the Liquidating  Trust to agree to and be bound by the provisions
of this Section 12.3 by a written  instrument  addressed  to the  Purchaser  and
executed  by such  Trustee in  connection  with any suit,  action or  proceeding
commenced by the Purchaser whose gravamen is a claim asserted under Article XI.

     Section  12.4  "Person"  Defined.   "Person"  shall  mean  and  include  an
individual,  a  partnership,  a  joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization  and a  government  or other  department  or agency
thereof.


                                       63
<PAGE>


     Section 12.5 "Knowledge"  Defined.  Where any  representation  and warranty
contained in this  Agreement is expressly  qualified by reference to  knowledge,
information and belief of a party, such party confirms that it has made such due
and  diligent   inquiry  as  to  the  matters  that  are  the  subject  of  such
representations and warranties that shall be reasonable under the circumstances.

     Section 12.6 "Affiliate" Defined. As used in this Agreement, an "affiliate"
of any Person, shall mean any Person that directly, or indirectly through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with such Person.

     Section 12.7 Captions. The Article and Section captions used herein are for
reference  purposes  only,  and  shall  not in any way  affect  the  meaning  or
interpretation of this Agreement.

     Section  12.8  Confidentiality.  Unless  and until the  Closing  shall have
occurred  and  except  as may be  required  in  connection  with (i) any  public
announcement  that  Omnicom,  the  Purchaser  and the Sellers have executed this
Agreement,  or (ii) any governmental  filings contemplated under this Agreement,
Omnicom,  the Purchaser and the Sellers shall,  and shall cause their respective
employees,  agents,  consultants and  representatives to, maintain in confidence
and not  otherwise  use or permit the use of  information,  documents,  and data
respecting any other party to this Agreement furnished to them, or to any person
or entity on their behalf.  If this Agreement is terminated  pursuant to Section
10.8 hereof or otherwise,  each party shall (and Omnicom and the Purchaser shall
cause any third party to whom it has made permitted  disclosures  to) (i) return
to the other  party or destroy  all  written  information,  documents,  and data
furnished to it or to any person or entity on its behalf,  and (ii)  maintain in
confidence  all  information  received  by it, or by any person or entity on its
behalf, and shall not use or permit the use of such information by others except
to the extent that such  information  is  elsewhere  available  to the public or
otherwise  rightfully  obtained  without  violation  of this Section 12.8 or any
other agreement.  Notwithstanding  the foregoing,  the foregoing provision shall
not apply to the extent that  Omnicom is required  to make any  announcement  or
file  information  relating to or arising out of this Agreement by virtue of the
federal  securities  laws of the  United  States or the  rules  and  regulations
promulgated  thereunder  or other rules of the New York Stock  Exchange,  or any
announcement by any party pursuant to applicable law or regulations.

     Section  12.9  Notices.  Unless  otherwise  provided  herein,  any  notice,
request, instruction or other document to be given hereunder by any party to any
other  party shall be in writing and shall be deemed to have been given (a) upon
personal  delivery,  if  delivered  by hand,  (b) three  days  after the date of
deposit in the mails,  postage prepaid, if mailed by certified first class mail,
or (c) the next  business day if sent by facsimile  transmission  (if receipt is
electronically confirmed) or by a prepaid overnight courier service, and in each
case at the  respective  addresses  or  numbers  set forth  below or such  other
address or number as such party may have fixed by notice:


                                       64
<PAGE>


     If to either Omnicom or to the Purchaser, addressed to:

                      Omnicom Group Inc.
                      437 Madison Avenue
                      New York, New York 10022
                      Attention:  Chief Financial Officer
                      Fax:  (212) 415-3536

                           with a copy to:

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

If to either Advertising or to the Company, addressed to:

                      Chiat/Day Holdings, Inc.
                      180 Maiden Lane
                      New York, New York  10038
                      Attention:  Chief Financial Officer
                      Fax:  (212) 804-1200

(or following the dissolution of the Company,  to the Trustee of the Liquidating
Trust at such address as the Company shall provide to Omnicom and the Purchaser)

                      with a copy in either case to:

                      Simpson Thacher & Bartlett
                      425 Lexington Avenue
                      New York, New York  10017
                      Attention: James M. Cotter, Esq.
                      Fax:  (212) 455-2502

     Section  12.10  Parties  in  Interest.  This  Agreement  and the rights and
obligations  of the  parties  hereunder  shall not be  assignable  to any Person
without the written  consent of all parties,  except that,  without the Sellers'
consent,  the  Purchaser  may direct  either Seller to assign or transfer at the
Closing (or  subsequent  to the Closing the  Purchaser  may transfer) all or any
portion  of  the  Assets  and/or  Assumed  Liabilities  to one  or  more  of its
subsidiaries. Such assignment or transfer shall not relieve the Purchaser of its
obligations  or diminish  its rights  hereunder.  Subsequent  to the Closing all
rights of the Company  hereunder  shall be assignable by it to its  stockholders


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<PAGE>

pro  rata,  and/or to the  Liquidating  Trust  created  for the  benefit  of the
Stockholders,  upon the liquidation of the Company and all rights of Advertising
hereunder shall be assignable by it to the Company, its stockholder.

     Section 12.11 Severability. In the event any provision of this Agreement is
found to be void and  unenforceable  by a court of competent  jurisdiction,  the
remaining  provisions of this Agreement  shall  nevertheless be binding upon the
parties with the same effect as though the void or  unenforceable  part had been
severed and deleted.

     Section 12.12  Counterparts.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

     Section  12.13 Entire  Agreement.  This  Agreement,  including the Annexes,
Schedules and Exhibits, and other documents referred to herein which form a part
hereof,  contains the entire understanding of the parties hereto with respect to
the subject matter contained herein and therein.  This Agreement  supersedes all
prior oral and written  agreements and  understandings  between the parties with
respect to such subject matter.

     Section  12.14  Amendment.  This  Agreement  and the Annexes and  Schedules
attached hereto or heretofore delivered may be amended, supplemented or modified
by the parties  hereto only by an agreement in writing  signed on behalf of each
of the parties hereto following due authorization at any time.

     Section  12.15 Third Party  Beneficiaries.  Each party hereto  intends that
this Agreement shall not benefit or create any right or cause of action in or on
behalf  of any  person  other  than the  parties  hereto  and  their  respective
successors and assigns as permitted under Section 12.10.

     Section 12.16 Extension;  Waiver. The Sellers, on the one hand, and Omnicom
(on  behalf of  itself  and the  Purchaser),  on the other  hand,  each may,  by
instrument duly authorized in writing signed on behalf of each party, (a) extend
the time for  performance of any of the  obligations or other acts of such other
party, (b) waive any inaccuracies in the  representations and warranties of such
other party contained herein or in any document  delivered  pursuant hereto,  or
(c) except as set forth in the first  paragraph of each of Articles VIII and IX,
waive  compliance  with any of the  agreements or conditions of such other party
contained  herein.  No such waiver or  extension  shall be  effective  unless in
writing (and  specifically  describing the provision or provisions being waived)
and  signed by the party or  parties  sought to be bound  thereby,  and any such
waiver or extension on a specific occasion shall not imply a waiver or extension
on a future occasion.

     Section 12.17  Exchange Rate.  Where a Section of this  Agreement  provides
amounts in U.S.  dollars for purposes of determining the disclosure  required to


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<PAGE>

be made  hereunder,  it is  understood  that the  equivalent  amounts in foreign
currencies shall be calculated in accordance with GAAP.


                                       67
<PAGE>




     IN WITNESS  WHEREOF,  Omnicom,  the Purchaser,  the Company and Advertising
have each caused its  corporate  name to be hereunto  subscribed  by its officer
thereunto duly authorized on the day and year first above written.

                                            OMNICOM GROUP INC.

                                             By:       /s/ Fred Meyer
                                                ----------------------------
                                                Name:  Fred Meyer
                                                Title:  Chief Financial Officer



                                             TBWA INTERNATIONAL INC.

                                              By:   /s/ William G. Tragos
                                                 ---------------------------
                                                 Name:  William G. Tragos
                                                 Title:  Chief Executive Officer



                                              CHIAT/DAY HOLDINGS, INC.

                                              By:       /s/ Jay Chiat
                                                 --------------------------
                                                 Name:      Jay Chiat
                                                 Title:  President and Chief
                                                         Executive Officer



                                              CHIAT/DAY INC. ADVERTISING

                                              By:       /s/ Jay Chiat
                                                 --------------------------
                                                Name:      Jay Chiat
                                                Title:  President and Chief
                                                        Executive Officer


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