

                                                                     Exhibit 2.3

                                ESCROW AGREEMENT

     ESCROW AGREEMENT, dated ____________,  1995 (the "Escrow Agreement"), among
CHIAT/DAY inc. ADVERTISING,  a Delaware corporation  ("Advertising");  CHIAT/DAY
HOLDINGS, INC., a Delaware corporation ("Holdings");  TBWA INTERNATIONAL INC., a
Delaware corporation (the "Purchaser");  and THE CHASE MANHATTAN BANK, N.A. , as
Escrow Agent (the "Escrow Agent").

                                  INTRODUCTION

     A. Advertising,  Holdings, the Purchaser and Omnicom Group Inc., a New York
corporation  ("Omnicom") are parties to a certain Asset Purchase Agreement dated
May 11,  1995  (the  "Purchase  Agreement"),  pursuant  to which  the  Purchaser
acquired assets and  liabilities  and the ongoing  businesses of Advertising and
Holdings. Terms defined in the Purchase Agreement that are not otherwise defined
herein are used herein with the  meanings  ascribed to them  therein;  a list of
such terms is attached hereto as Exhibit 1.

     B. Under the Purchase Agreement, Holdings and Advertising have made certain
representations  and  warranties,  and undertaken  certain  obligations,  to the
Purchaser,  and Holdings has agreed to indemnify the Purchaser against, and hold
the  Purchaser  harmless  from,  certain  Losses  which the  Purchaser  or other
Indemnified  Parties may sustain or to which the Purchaser or other  Indemnified
Parties may be subjected  (as more fully set forth in the  Purchase  Agreement).
Pursuant to the Purchase Agreement, Holdings is required to secure the Purchaser
against such Losses by creating a "General  Escrow  Fund" and a "Special  Escrow
Fund" in accordance  with the terms of this  Agreement.  The General Escrow Fund
will consist of two separate and segregated accounts,  the "Stockholders General
Escrow Fund" and the  "Rightsholders  General  Escrow Fund";  the Special Escrow
Fund will consist of two separate and  segregated  accounts,  the  "Stockholders
Special Escrow Fund" and the "Rightsholders Special Escrow Fund," as follows:

          (x)  The  Stockholders  General  Escrow  Fund  will  contain  deposits
     designated for such account made by or on behalf of the  Stockholders.  The
     Rightsholders General Escrow Fund will contain deposits designated for such
     account made by or on behalf of the Rightsholders  (as defined below).  Any
     General  Claims (as defined in Section 2.1) made by the  Purchaser  against
     the General Escrow Fund shall become reimbursable hereunder only if, and to
     the extent that, they become "Final General Claims for  Reimbursement",  as
     defined in Section 2.3 hereof.


<PAGE>


          (y)  The  Stockholders  Special  Escrow  Fund  will  contain  deposits
     designated for such account made by or on behalf of the  Stockholders.  The
     Rightsholders Special Escrow Fund will contain deposits designated for such
     account  made by or on behalf of the  Rightsholders.  Any claim made by the
     Purchaser  against the Special  Escrow Fund is called a "Purchaser  Special
     Claim";  any claim made by  Holdings  against  the  Special  Escrow Fund is
     called a "Holdings  Special  Claim".  The  Purchaser  Special Claim and the
     Holdings  Special  Claim are  collectively  called  the  "Special  Claims";
     however, Special Claims shall become reimbursable hereunder only if, and to
     the extent that, they become "Final Special Claims for  Reimbursement",  as
     defined in Section 4.3 hereof.


     C. The  Purchase  Agreement  provides  that  Holdings  will  liquidate  and
dissolve  and that,  in the course of its  expeditious  and  orderly  winding up
process,  Holdings shall cause to be created a liquidating  trust  (hereinafter,
the  "Liquidating  Trust" and the trustee or trustees  thereof the  "Liquidating
Trustee")  to act as the  representative  for  Holdings  and  the  Stockholders.
Approval of the creation of the  Liquidating  Trust,  as well as the identity of
(or means of selecting) the Liquidating Trustee has been favorably acted upon by
the  Stockholders  in their  adopting,  authorizing  and  approving  the plan of
voluntary  dissolution.  Pursuant  to such  resolution,  the  Stockholders  have
designated the Liquidating  Trustee as their  collective  agent to act following
the dissolution of Holdings as their agent in connection with the administration
of this Escrow  Agreement,  including  without  limitation  to amend,  cancel or
extend, or waive the terms of this Escrow Agreement; to respond to the assertion
of any and all claims  from the Escrow  Funds (as  hereinafter  defined)  by the
Purchaser  against  Holdings  pursuant to the terms of this Escrow Agreement and
the provisions of the Purchase Agreement  pertaining  thereto; to assert any and
all claims against the Special Escrow Funds by Holdings pursuant to the terms of
this Escrow Agreement;  to further act as their collective agent under the terms
of the Liquidating Trust; to receive on their behalf the distributions,  if any,
that would otherwise be due to them upon the distribution of all or a portion of
the Stockholders  General Escrow Fund and the Stockholders  Special Escrow Fund;
and to complete the winding up of the affairs of Holdings.

     D. There will also be created  pursuant to a separate escrow agreement (the
"Liquidating  Trust  Escrow  Agreement";  and the Escrow Agent  thereunder,  the
"Liquidating Trust Escrow Agent ") a separate and segregated  "Liquidating Trust
Escrow  Fund" (the  "Liquidating  Trust  Escrow  Fund") which shall be available
solely to fund and  secure  indemnification  obligations  of holders of EARs and
EPUs (collectively,  the "Rightsholders") to the Liquidating Trust in accordance
with the Liquidating Trust Escrow  Agreement.  The Liquidating Trust Escrow Fund
will  contain  deposits  designated  for such  fund  made by or on behalf of the
Rightsholders.  The  Liquidating  Trust Escrow Fund is expressly not intended to
fund or secure the  indemnification  obligations of Holdings to the Purchaser or
any other Indemnified Party described in  Section 11.2 of the Purchase Agreement

                                       2

<PAGE>

and none of Omnicom, the Purchaser or any other Indemnified Party shall have any
recourse to the Liquidating Trust Escrow Fund for any purpose whatsoever.

     E.  The  Purchase   Agreement   further  provides  that  Advertising  shall
distribute to the Rightsholders pro rata in accordance with their interests, the
shares of Omnicom Stock received by it pursuant to the Purchase Agreement,  less
the shares of Omnicom  Stock to be  transferred  by  Advertising  to the General
Escrow Fund, to the Special Escrow Fund and to the Liquidating Trust Escrow Fund
on  behalf  of  such  Rightsholders.  Advertising  and  the  Rightsholders  have
designated  Holdings (or following  the creation and funding of the  Liquidating
Trust, the Liquidating Trustee) (such designation by Advertising, for itself and
on behalf of the  Rightsholders,  being  made by its  execution  of this  Escrow
Agreement),  as their collective agent in connection with the  administration of
the Escrow Agreement, including, without limitation, to amend, cancel or extend,
or waive the terms of this Escrow Agreement;  and to respond to the assertion of
any and all  claims  from the Escrow  Funds by the  Purchaser  against  Holdings
pursuant  to the  terms  of this  Escrow  Agreement  and the  provisions  of the
Purchase  Agreement,  if any,  pertaining  thereto; to assert any and all claims
against  the  Special  Escrow  Funds by  Holdings  pursuant to the terms of this
Escrow  Agreement.   Advertising  and  the  Rightsholders  have  designated  the
Liquidating Trust Escrow Agent (such designation by Advertising,  for itself and
on behalf of the  Rightsholders,  being  made by its  execution  of this  Escrow
Agreement)  to receive on their  behalf the  distributions,  if any,  that would
otherwise  be due to them  upon  the  distribution  of all or a  portion  of the
Rightsholders  General Escrow Fund and the Rightsholders  Special Escrow Fund as
herein provided.

     F.  References  herein to Holdings as to a time  following the creation and
funding of the  Liquidating  Trust  shall be deemed to refer to the  Liquidating
Trust and/or the Liquidating Trustee, as the context so requires.

     Accordingly, the parties hereby agree as follows:

1. ESCROW AGENT; ESCROW FUNDS

     1.1 Escrow Agent.  The Purchaser and Holdings,  on behalf of itself and the
Stockholders, and Advertising on behalf of itself and the Rightsholders,  hereby
appoint The Chase  Manhattan  Bank,  N.A. as, and The Chase Manhattan Bank, N.A.
hereby  accepts  such  appointment  and agrees to perform the duties of,  Escrow
Agent under this Agreement.

     1.2 Escrow  Funds.  The Escrow Agent shall  establish  and maintain as four
separate and segregated  accounts,  the Stockholders General Escrow Fund and the
Rightsholders  General Escrow Fund  (collectively,  the "General Escrow Funds"),
and the Stockholders  Special Escrow Fund and the  Rightsholders  Special Escrow
Fund  (collectively,  the "Special  Escrow  Funds" and together with the General


                                       3
<PAGE>

Escrow Funds the "Escrow  Funds").  The Escrow Funds shall be held by the Escrow
Agent and shall be dealt with by the Escrow Agent in  accordance  with the terms
and conditions of this Escrow  Agreement.  This Escrow Agreement shall terminate
at such time as the entirety of the Escrow Funds shall have been  distributed by
the Escrow Agent in accordance with the terms of this Escrow Agreement.

          1.2.1. The General Escrow Funds Deposit.

          (a)  Stockholders  General  Escrow  Fund.  Pursuant  to  the  Purchase
          Agreement,  Holdings  shall  deposit (or cause to be deposited) on the
          "Funding  Date"  (which  shall  be the  Distribution  Date  under  the
          Purchase  Agreement)  into the  Stockholders  General  Escrow  Fund on
          behalf of Holdings and the  Stockholders,  certificates  registered in
          the name of the Liquidating Trustee representing ________(1) shares of
          Common Stock, par value $.50 per share, of Omnicom  ("Common  Stock"),
          together  with stock powers duly  executed in blank in respect of such
          certificates.

          (b)  Rightsholders  General  Escrow  Fund.  Pursuant  to the  Purchase
          Agreement, Advertising shall deposit (or cause to be deposited) on the
          Funding Date into the  Rightsholders  General Escrow Fund on behalf of
          Advertising and the Rightsholders, certificates registered in the name
          of the Liquidating Trust Escrow Agent representing _________(2) shares
          of Common Stock,  together with stock powers duly executed in blank in
          respect of such certificates.

          1.2.2 The Special Escrow Funds Deposit.

          (a)  Stockholders  Special  Escrow  Fund.  Pursuant  to  the  Purchase
          Agreement,  Holdings  shall  deposit (or cause to be deposited) on the
          Funding Date into the  Stockholders  Special  Escrow Fund on behalf of
          Holdings and the Stockholders,  certificates registered in the name of
          the  Liquidating  Trustee  representing  _________(3) shares of Common
          Stock, together with stock powers duly executed in blank in respect of
          such certificates.

- --------------------
(1) The  Stockholders  General  Escrow Fund shall  consist of 10% of the Omnicom
Stock  issued to  Holdings  under  Section  2.1.1(a) of the  Purchase  Agreement
(exclusive of the Contributed Stock, as defined in the Purchase Agreement).
 
(2) The  Rightsholders  General  Escrow Fund shall consist of 10% of the Omnicom
Stock issued to  Advertising  under Section  2.1.1(c) of the Purchase  Agreement
(inclusive of the Contributed Stock).

(3) The  Stockholders  Special  Escrow  Fund shall  consist of shares of Omnicom
Stock having an aggregate Market Value equal to the Stockholders' pro rata share
of $1,700,000.


                                       4
<PAGE>

          (b)  Rightsholders  Special  Escrow  Fund.  Pursuant  to the  Purchase
          Agreement, Advertising shall deposit (or cause to be deposited) on the
          Funding Date into the  Rightsholders  Special Escrow Fund on behalf of
          Advertising and the Rightsholders, certificates registered in the name
          of the Liquidating Trust Escrow Agent  representing  ______________(4)
          shares of Common  Stock,  together  with stock powers duly executed in
          blank in respect of such certificates.

2. PROCEDURES WITH RESPECT TO GENERAL CLAIMS

     2.1 General Claims.  If an Indemnified Party has a Claim which arises under
clauses (i) through (iii) of Section 11.2 of the Purchase  Agreement (a "General
Claim"),  the Purchaser  shall promptly give notice thereof (the "General Claims
Notice")  substantially  in the form of Exhibit 2 hereto to Holdings  and to the
Escrow  Agent in the manner set forth in the  Purchase  Agreement.  The  General
Claims  Notice shall  describe the General  Claim 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 the  applicable  Indemnified  Party,
and shall identify which of such Indemnified Parties is alleged to have suffered
the Losses in question.  Losses which arise under  clauses (i) through  (iii) of
Section 11.2 of the Purchase  Agreement are hereinafter  referred to as "General
Losses"; and General Losses shall be reimbursed solely out of the General Escrow
Funds. 

     2.2 Final General Claims for  Reimbursement.  A General Claim asserted in a
General  Claims Notice shall become a "Final  General  Claim for  Reimbursement"
whenever there shall be delivered to the Escrow Agent either:

          (a) a certificate substantially in the form of Exhibit 3 hereto signed
          by the Purchaser and Holdings certifying to, or

          (b) a certified copy of an arbitration  award rendered pursuant to the
          provisions of Section 14 hereof determining,

the amount that is due to the Purchaser (on behalf of the applicable Indemnified
Party) from the General Escrow Funds in respect of such General Claim.

     2.3 Limitation of General Claims.  Notwithstanding anything to the contrary
herein;

- --------------------
(4) The  Rightsholders  Special  Escrow Fund shall  consist of shares of Omnicom
Stock having an aggregate Market Value equal to the Rightholders' pro rata share
of $1,700,000.

                                       5
<PAGE>

          (a) None of the General Escrow Funds will be released and delivered to
          the Purchaser pursuant to any Asserted Liability arising under clauses
          (i),  (ii) or (iii) of Section 11.2 of the Purchase  Agreement  (other
          than with respect to Asserted Liabilities under Section 3.27 or one of
          the first two  sentences of Section  3.28 of the  Purchase  Agreement)
          except to the extent that the  aggregate  amount of all Final  General
          Claims  for  Reimbursement  (as  defined  below)  exceeds  the  sum of
          $300,000, and then only to the extent of such excess.

          (b) Any payment to be made from, or any  reservation  to be made in or
          against,  the General Escrow Funds in accordance with Section 3 hereof
          shall be reduced to the  extent of any net actual  reduction  in Taxes
          payable  by  the  Purchaser  upon  its  payment  of  General   Losses,
          determined  at an  assumed  marginal  tax rate  equal  to the  highest
          marginal  tax 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 to the
          Purchaser under this Escrow Agreement.

          (c) No General  Claim may be  asserted  for the first time  hereunder,
          pursuant  to a General  Claims  Notice or  otherwise,  after the First
          General  Distribution  Date (as defined  below),  and no General Claim
          shall become a Final General Claim for Reimbursement,  if such General
          Claim would be invalid under  Article XI  (including,  in  particular,
          Section 11.4) of the Purchase Agreement.

As a Claim becomes a Final General  Claim for  Reimbursement,  the Purchaser and
Holdings (or the arbitrator,  as the case may be) shall provide the Escrow Agent
with a certificate with respect to the compliance of the Final General Claim for
Reimbursement with (a), (b) and (c).

3. DISTRIBUTIONS FROM GENERAL ESCROW FUNDS

     3.1 Definitions.  As used herein:  "First General  Distribution Date" shall
mean the business day next  following the earlier of (i) the date  following the
first independent audit report, if any, of the consolidated financial results of
the Purchaser and the Businesses following the date hereof or (ii) one year from
the date  hereof;  and "Final  General  Distribution  Date" shall mean the first
business day on which all matters reserved against, as set forth in Section 3.3,
shall have been finally determined or settled or withdrawn.  The Purchaser shall
give notice to the Escrow  Agent,  with a copy to Holdings,  five  business days
prior to the occurrence of the First Distribution Date. 

                                       6

<PAGE>


     3.2  Reimbursement of Final General Claims for  Reimbursement  Before or On
First General  Distribution  Date. From the date of this Escrow Agreement to and
including the First  Distribution Date, the Escrow Agent from time to time shall
(subject to Section 2.3)  transfer and deliver to the  Purchaser  such number of
shares of Common  Stock  forming the General  Escrow Funds as shall have a value
(computed  in  accordance  with Section 5.1 hereof)  equal to the Final  General
Claims for  Reimbursement  which have not previously been paid to the Purchaser;
provided  that any such  distribution  to be made from the General  Escrow Funds
shall be made __% from the  Stockholders  General  Escrow  Fund and __% from the
Rightsholders  General  Escrow Funds;  and provided,  further,  that in no event
shall the Purchaser receive any distribution from the General Escrow Funds prior
to such time as Omnicom releases and publishes financial results of the combined
operations of Omnicom and the  Businesses  covering a period of at least 30 days
after the Closing Date of the Purchase  Agreement.  The Purchaser shall promptly
give notice to the Escrow  Agent,  with a copy to  Holdings,  of the release and
publishing of such financial results.

     3.3  Reservation  of Amounts for Pending  General  Claims at First  General
Distribution Date. Subject in all cases to the limitations  described in Section
2.3 hereof and receipt of the certifications described in (i) and (ii) below, on
the First  General  Distribution  Date,  the Escrow  Agent shall  reserve in the
General  Escrow Fund such number of shares of Common Stock as shall have a value
(computed in accordance with Section 5.1 hereof) equal to the sum of (i) amounts
previously  claimed in General  Claims  Notices  given  pursuant  to Section 2.1
hereof which have not become Final General  Claims for  Reimbursement  ("Pending
General  Claims")  to  the  extent  such  Pending  General  Claims  have  become
liquidated  as to  amount  and  such  amounts  have  actually  been  paid by the
Purchaser,  all as  certified  in  writing  to the  Escrow  Agent  by the  chief
financial officer of the Purchaser; (ii) an amount in respect of Pending General
Claims (other than those which have become  liquidated and have been  previously
paid by the  Purchaser)  to be  determined  in good faith by the  Purchaser  and
Holdings,  such  amount  to be  based  upon the  amount  which  Purchaser  has a
reasonable  expectation of becoming payable with respect to such Pending General
Claims and to be set forth in a certificate signed by the Purchaser and Holdings
and delivered to the Escrow Agent; provided,  that if the Purchaser and Holdings
cannot agree on such amount,  the dispute  shall be submitted by Holdings to the
arbitration  panel in accordance with Section 14 hereof within 10 days after the
First General  Distribution  Date and the determination of the arbitration panel
shall be final and  conclusive  (it being  agreed,  however,  that  pending  the
determination  of the arbitration  panel, the amount to be reserved shall be the
amount  certified in writing to the Escrow Agent by the chief financial  officer
of the  Purchaser);  and (iii) the aggregate  amount of all Final General Claims
for  Reimbursement  not theretofore  paid to the Purchaser;  provided,  that the
amount  of  any  reserve  made  in  respect  of any Pending  General Claim shall
not be determinative  of   the  amount (if  any) to  be  reimbursed  in  respect
of  such  Pending General  Claim  if  it  becomes  a  Final  General  Claim  for
Reimbursement.  Such  reservation  shall  be   made  in  each  of   the   Stock-
holders General Escrow  Fund  and  the Rightsholders  General  Escrow  Fund  pro


                                       7
<PAGE>

rata in accordance  with the number of shares of Common Stock then on deposit in
each such  Fund.  Holdings  agrees  that it will not object to the amount of the
Common  Stock to be reserved in respect of any Pending  General  Claim except as
otherwise provided in Section 3.3(ii).

     3.4 Distribution at First General  Distribution  Date. On the First General
Distribution Date, the Escrow Agent shall (a) deliver to Holdings,  on behalf of
the Stockholders,  that portion of the Stockholders General Escrow Fund equal to
the  entire  amount  of the  Stockholders  General  Escrow  Fund  as  originally
deposited in accordance with Section 1 hereof (together with any
distributions  described in Section 6.2 hereof), less the sum of (i) all amounts
theretofore delivered from the Stockholders General Escrow Fund to the Purchaser
pursuant to Section 3.2 hereof and (ii) the amount of the  Stockholders  General
Escrow Fund  reserved  pursuant to Section  3.3  hereof,  (provided  that if the
foregoing   calculation  results  in  a  negative  amount,  no  portion  of  the
Stockholders  General  Escrow Fund shall be  delivered  to Holdings at the First
General Distribution Date) and (b) deliver to the Liquidating Trust Escrow Fund,
on behalf of the Rightsholders, that portion of the Rightsholders General Escrow
Fund equal to the entire  amount of the  Rightsholders  General  Escrow  Fund as
originally  deposited in  accordance  with Section 1 hereof  (together  with any
distributions  described in Section 6.2 hereof), less the sum of (i) all amounts
theretofore  delivered  from  the  Rightsholders  General  Escrow  Fund  to  the
Purchaser   pursuant   to  Section  3.2  hereof  and  (ii)  the  amount  of  the
Rightsholders  General  Escrow  Fund  reserved  pursuant  to Section  3.3 hereof
(provided that if the foregoing  calculation  results in a negative  amount,  no
portion of the  Rightsholders  General  Escrow  Fund shall be  delivered  to the
Liquidating Trust Escrow Fund at the First General Distribution Date).

     3.5  Distributions  as to Pending  General  Claims after the First  General
Distribution  Date. After the First General  Distribution  Date, as each Pending
General Claim reserved for on the First General  Distribution Date becomes (x) a
Final  General  Claim for  Reimbursement,  or (y) is withdrawn by the  Purchaser
pursuant  to  notice  given  substantially  in the form of  Exhibit  4 hereto (a
"Withdrawn  General  Claim"),  or (z) is determined  pursuant to an  arbitration
award  rendered  pursuant  to Section 14 hereof  not to be a proper  Claim,  the
Escrow Agent shall subject to Section 2.3 deliver (a) to the Purchaser, from the
General  Escrow Fund such number of shares of Common Stock as shall have a value
(computed  in  accordance  with Section 5.1 hereof)  equal to any Final  General


                                       8
<PAGE>

Claim for  Reimbursement  which results from the  determination  of such Pending
General Claim (and not previously paid to the Purchaser), provided that any such
distribution  to be made from the  General  Escrow  Fund  shall be made from the
Stockholders  General Escrow Fund and the Rightsholders  General Escrow Fund pro
rata in accordance  with the number of shares of Common Stock then on deposit in
each such fund, (b) to Holdings,  on behalf of the Stockholders,  such number of
shares of Common  Stock on deposit in the  Stockholders  General  Escrow Fund as
shall have a value (computed in accordance with Section 5.1 hereof) equal to the
amount,  if any,  of the excess of the reserve for such  Pending  General  Claim
taken against the Stockholders General Escrow Fund over the Stockholders General
Escrow  Fund's  "allocable  share" of the amount,  if any, of the Final  General
Claim for  Reimbursement or Withdrawn General Claim with respect to such Pending
General Claim,  provided,  however,  that no delivery shall be made hereunder to
Holdings  unless the value  (computed in accordance  with Section 5.1 hereof) of
the  aggregate  number of shares of Common  Stock  reserved in the  Stockholders
General  Escrow Fund (after  giving  effect to such  delivery) for all remaining
Pending General  Claims,  is at least equal to the  Stockholders  General Escrow
Fund's allocable share of the aggregate amount of such remaining Pending General
Claims  and  (c)  to  the  Liquidating  Trust  Escrow  Fund,  on  behalf  of the
Rightsholders,  such  number  of  shares  of  Common  Stock  on  deposit  in the
Rightsholders  General Escrow Fund as shall have a value (computed in accordance
with  Section  5.1  hereof)  equal to the  amount,  if any, of the excess of the
reserve for such Pending General Claim taken against the  Rightsholders  General
Escrow Fund over the Rightsholders  General Escrow Fund's allocable share of the
amount,  if any,  of the Final  General  Claim for  Reimbursement  or  Withdrawn
General Claim with respect to such Pending  General  Claim,  provided,  however,
that no delivery  shall be made hereunder to the  Liquidating  Trust Escrow Fund
unless  the value  (computed  in  accordance  with  Section  5.1  hereof) of the
aggregate number of shares of Common Stock reserved in the Rightsholders General
Escrow Fund (after  giving effect to such  delivery)  for all remaining  Pending
General  Claims is at least equal to the  Rightsholders  General  Escrow  Fund's
allocable  share of the  aggregate  amount  of such  remaining  Pending  General
Claims. As used herein, the term "allocable share" means, with respect to either
the Stockholders  General Escrow Fund or the Rightsholders  General Escrow Fund,
such fund's pro rata share based on the number of shares of Common Stock then on
deposit in each such fund. 

     3.6 Distribution at Final General  Distribution  Date. On the Final General
Distribution  Date, the Escrow Agent shall (a) deliver to the Purchaser from the
General  Escrow Fund such number of shares of Common Stock as shall have a value
(computed  in  accordance  with  Section  5.1 hereof and  subject to Section 2.3
hereof)  equal to the Final  General  Claims  for  Reimbursement  which have not
previously been paid to the Purchaser, provided that any such distribution to be
made from the General  Escrow Fund shall be made from the  Stockholders  General
Escrow Fund and the  Rightsholders  General  Escrow Fund pro rata in  accordance
with the number of shares of Common Stock then on deposit in each such fund, (b)
deliver to Holdings, on behalf of the Stockholders,  the balance, if any, of the
Stockholders  General Escrow Fund and (c) shall deliver to the Liquidating Trust
Escrow  Fund,  on behalf  of the  Rightsholders,  the  balance,  if any,  of the
Rightsholders General Escrow Fund.


                                       9
<PAGE>


4. DISTRIBUTIONS FROM SPECIAL ESCROW FUNDS

     4.1 Definitions. As used herein, "Special Distribution Date" shall mean the
earlier  of (x) the  date  on  which  payments  due  under  the  Chiat/Day  Debt
Restructuring   Agreement   dated   February  16,  1993  among   Holdings,   FCB
International  Inc.  and Foote  Cone & Belding  Communications  Inc.  and Venice
Holdings  Pty.  Limited  (the "Mojo  Receivable")  shall have been fully paid or
finally  settled  between the parties  (the "Mojo  Determination  Date") and (y)
__________,  1997 [insert date 2 years after Closing  Date],  the latest date by
which the  parties  expect  the  outcome  of such  matter  to have been  finally
determined.

     4.2 Special Claims. On the Special  Distribution  Date, the Purchaser shall
give notice (the  "Special  Notice") to Holdings and to the Escrow Agent setting
forth the exact amount of payments recovered,  between the Execution Date of the
Purchase  Agreement  and the  giving  of the  Special  Notice,  by  Holdings  or
Purchaser  or any  of  their  respective  affiliates  in  respect  of  the  Mojo
Receivable (the "Mojo  Proceeds"),  together with an accounting of the costs and
expenses incurred in connection with recovering any such payments by Holdings or
any Subsidiary and by Purchaser or its affiliates  between the Execution Date of
the Purchase Agreement and the giving of the Special Notice ("Mojo Costs").  The
Purchaser shall have a Purchaser  Special Claim in the amount of any Mojo Costs;
Holdings  shall  have a  Holdings  Special  Claim in an amount  equal to (i) the
amount of the Mojo  Proceeds,  less (ii) the  amount  of the  Purchaser  Special
Claim, less (iii) the sum of $250,000 if the Mojo  Determination  Date occurs on
or before ____________ [insert date one year after the Closing Date], or the sum
of $300,000 if the Mojo  Determination Date occurs after __________ [insert date
one year after the Closing Date].

     4.3 Final Special Claims for Reimbursement. The Special Claims shall become
"Final  Special Claims for  Reimbursement"  whenever there shall be delivered to
the Escrow Agent either:

          (a) a certificate substantially in the form of Exhibit 5 hereto signed
     by the Purchaser and Holdings certifying to , or

          (b) a certified copy of an arbitration  award rendered pursuant to the
     provisions of Section 14 hereof determining,

the amount that is due to  Holdings  and/or the  Purchaser,  as the case may be,
from the Special  Escrow Funds in respect of their  respective  Special  Claims.
Special Claims shall be reimbursed solely out of the Special Escrow Funds.

     4.4 Reimbursement of Final Special Claims for  Reimbursement.  At such time
as both the Purchaser  Special  Claim and the Holdings  Special Claim shall have
become Final Special Claims for Reimbursement, the Escrow Agent shall: (a) first


                                       10
<PAGE>

deliver to the Purchaser  from the Special Escrow Funds such number of shares of
Common  Stock as shall have a value  (computed  in  accordance  with Section 5.1
hereof) equal to the Final Special  Claim for  Reimbursement  arising out of the
Purchaser  Special  Claim  (with  any  such  distribution  to be made  from  the
Stockholders  Special Escrow Fund and the Rightsholders  Special Escrow Fund pro
rata in accordance  with the number of shares of Common Stock then on deposit in
each  such  fund);  (b)  then  deliver  to  (i)  Holdings,   on  behalf  of  the
Stockholders,  such  number  of shares of  Common  Stock  from the  Stockholders
Special Escrow Fund as shall have a value  (computed in accordance  with Section
5.1 hereof) equal to the  Stockholders  Special Escrow Fund's allocable share of
the Final Special Claim for  Reimbursement  arising out of the Holdings  Special
Claim,  and  (ii)  to the  Liquidating  Trust  Escrow  Fund,  on  behalf  of the
Rightsholders,  such  number of shares of Common  Stock  from the  Rightsholders
Special Escrow Fund as shall have a value  (computed in accordance  with Section
5.1 hereof) equal to the Rightsholders  Special Escrow Fund's allocable share of
the Final Special Claim for  Reimbursement  arising out of the Holdings  Special
Claim;  and (c) then deliver to the Purchaser any amounts then  remaining in the
Special Escrow Funds; provided, that in no event shall any distributions be made
from the  Special  Escrow  Funds  prior to such  time as  Omnicom  releases  and
publishes  financial  results of the  combined  operations  of  Omnicom  and the
Businesses  covering a period of at least 30 days after the Closing  Date of the
Purchase  Agreement.  As used herein,  the term  "allocable  share" means,  with
respect to either the  Stockholders  Special  Escrow  Fund or the  Rightsholders
Special Escrow Fund, such fund's pro rata share based on the number of shares of
Common Stock then on deposit in each such fund.

5. PROCEDURES WITH RESPECT TO DISTRIBUTIONS.

     5.1  Valuation.  For all purposes of this Escrow  Agreement,  each share of
Common  Stock  shall be valued at  $[insert  Market  Value as  determined  under
Section 2.1.1 of the Purchase Agreement]. If, at any time after the Closing Date
and prior to the date of any distribution of Common Stock,  Omnicom shall effect
a stock  dividend,  stock split or combination of the shares of Common Stock, or
other  recapitalization  affecting the shares of Common Stock, or shall effect a
distribution  (other than a  distribution  of cash  dividends  as  described  in
Section 6.1 hereof)  with respect to the shares of Common  Stock,  or if Omnicom
shall fix a record date falling on or prior to the date of any  distribution  of
Common  Stock from any Escrow  Fund for any such stock  dividend,  stock  split,
combination,  recapitalization,  or distribution to take place after the date of
such distribution,  the foregoing  valuation shall be adjusted  appropriately by
the Purchaser.

     5.2 Fractional  Shares.  No fractional  shares of the Common Stock shall be
issued or  delivered  pursuant to any  provision  of this Escrow  Agreement.  In
making  delivery  of the Common  Stock to any  Person  pursuant  to this  Escrow


                                       11
<PAGE>


Agreement,  the Escrow Agent shall round off any fractional share resulting from
any calculation hereunder to the nearest whole share.

     5.3 No Transfer of Escrowed Property. While any Common Stock shall continue
to be held by the Escrow  Agent,  except as provided  by this  Escrow  Agreement
neither  Holdings,  Advertising  nor any  Stockholder  or  Rightsholder  nor the
Liquidating Trustee will transfer,  sell, pledge,  create a security interest in
or otherwise  dispose of their rights to any  distributions  with respect to the
General Escrow Fund or with respect to the Special Escrow Fund,  except by will,
the laws of intestacy or other operation of law.

     5.4 Distribution  Consent.  Any other provision of this Escrow Agreement to
the  contrary  notwithstanding,  the Escrow Agent shall  distribute  the General
Escrow Funds and the Special Escrow Funds,  in such manner at such time or times
as the Purchaser and Holdings may, in writing, jointly direct.

     5.5 Limitation to Escrow Funds; No Recourse.  If the aggregate of all Final
General Claims For  Reimbursement  exceeds the value of the General Escrow Funds
(computed in  accordance  with Section 5.1) then the total balance of such Final
General Claims For Reimbursement  shall be deemed to be satisfied on the release
by the  Escrow  Agent to the  Purchaser  of all of the  Common  Stock out of the
General  Escrow  Funds.  Except as otherwise  provided  under Section 7.1 of the
Purchase Agreement,  it is understood and agreed that anything contained in this
Escrow  Agreement  to the  contrary  notwithstanding,  none  of the  Indemnified
Parties  shall have any  recourse  for the payment of any General  Losses  under
Article XI of the Purchase  Agreement of any kind whatsoever against Holdings or
Advertising or their respective affiliates or past, present or future directors,
officers and employees, the Stockholders or the Rightsholders,  nor shall any of
such  persons  be  personally  liable  for any  such  General  Losses,  it being
expressly understood that the sole remedy of the Indemnified Parties for General
Losses shall be against the General Escrow Funds in accordance  with this Escrow
Agreement.   Anything  contained  in  this  Escrow  Agreement  to  the  contrary
notwithstanding, none of the Indemnified Parties shall have any recourse for the
payment  of any  Special  Claims  of any kind  whatsoever  against  Holdings  or
Advertising or their respective affiliates or past, present or future directors,
officers and employees, the Stockholders or the Rightsholders,  nor shall any of
such  persons  be  personally  liable  for any  such  Special  Claims,  it being
expressly understood that the sole remedy of the Indemnified Parties for Special
Claims shall be against the Special Escrow Funds in accordance  with this Escrow
Agreement. 

     5.6 No Certificates. No rights of the Purchaser, Holdings, Advertising, the
Liquidating  Trust, the Stockholders or the  Rightsholders  in, to and under the
General  Escrow Funds or the Special  Escrow Funds (as the case may be) shall be
represented by any form of certificate or instrument.


                                       12
<PAGE>


6. DIVIDENDS AND OTHER DISTRIBUTIONS
   ON COMMON STOCK; VOTING RIGHTS

     6.1 Cash Dividends.

     (a) All cash  dividends  in respect of the Common  Stock still then held in
the Stockholders  General Escrow Fund or the Rightsholders  General Escrow Fund,
and all other  distributions  in respect of the Common  Stock still then held in
such funds that are taxable  dividends  for Federal  income tax purposes (net of
any  taxes   required  to  be  withheld  from  such  cash   dividends  or  other
distributions by Omnicom),  shall be paid directly by Omnicom to the Liquidating
Trustee (in the case of the  Stockholders)  or to the  Liquidating  Trust Escrow
Agent (in the case of the Rightsholders).  If any such dividends are paid to the
Escrow Agent, such dividends shall be promptly  delivered by the Escrow Agent to
the Liquidating  Trustee or to the  Liquidating  Trust Escrow Agent, as the case
may be.

     (b) All cash  dividends  in respect of the Common  Stock still then held in
the Stockholders  Special Escrow Fund or the Rightsholders  Special Escrow Fund,
and all other  distributions  in respect of the Common  Stock still then held in
such funds that are taxable  dividends  for Federal  income tax purposes (net of
any  taxes   required  to  be  withheld  from  such  cash   dividends  or  other
distributions by Omnicom),  shall be paid directly by Omnicom to the Liquidating
Trustee (in the case of the  Stockholders)  or to the  Liquidating  Trust Escrow
Agent (in the case of the Rightsholders).  If any such dividends are made to the
Escrow Agent, such dividends shall be promptly  delivered by the Escrow Agent to
the Liquidating  Trustee or to the  Liquidating  Trust Escrow Agent, as the case
may be.

     6.2  Distributions.  Distributions  on the Common Stock of any kind,  other
than those  described in Section 6.1,  shall be made by Omnicom  directly to the
Escrow Agent or, if made to Holdings or Advertising, shall be delivered by it to
the Escrow Agent forthwith upon its receipt thereof.  All distributions shall be
held in escrow  pursuant to the  provisions  of this Escrow  Agreement,  but the
Escrow Agent shall have no duty or  obligation  whatsoever  to require that such
distributions be delivered to it. Any delivery of the Common Stock to any Person
pursuant  to  this  Escrow  Agreement  after  any  such  distribution  shall  be
appropriately  adjusted so that the distributee  will be in the same position as
if such distributee had been, on any record date for any such  distribution with
respect  to the  Common  Stock,  the holder of record of the number of shares of
Omnicom Stock distributable to it prior to any such distributions. The Purchaser
shall  give  notice  to  the  Escrow  Agent,  with a copy  to  Holdings,  of the
occurrence of any such  distributions,  at least five business days prior to the
occurrence thereof.

     6.3 Voting.  The  Stockholders and the  Rightsholders  shall be entitled to
exercise all voting  rights with respect to the Common  Stock  constituting  the


                                       13
<PAGE>

Escrow  Funds,  and the Escrow  Agent  shall  deliver to Holdings  (for  further
distribution to the Stockholders in accordance with their respective  interests)
and the  Rightsholders  (in  accordance  with their  respective  interests)  any
proxies with respect thereto which the Escrow Agent receives.

7. SECURITY INTEREST

     7.1 Grant of Interest.  Holdings on behalf of itself and the  Stockholders,
and Advertising on behalf of itself and the  Rightsholders,  hereby grant to the
Purchaser a first priority  perfected  security  interest in the Escrow Funds to
secure  the  performance  of  the  contingent  obligations  and  indemnification
obligations  of  Holdings,  the  Stockholders  and the  Rightsholders  under the
Purchase  Agreement and the performance of their  obligations  under this Escrow
Agreement.  The Escrow  Agreement  shall  constitute a security  agreement under
applicable law.

     7.2  Attachment  and  Perfection.  The  parties  agree  that this  security
interest shall attach as of the execution of this Escrow Agreement.  The parties
agree that, for the purpose of perfecting the Purchaser's  security  interest in
the above  designated  Escrow  Funds held by the Escrow  Agent  pursuant to this
Escrow  Agreement,  the  Purchaser  designates  the Escrow  Agent to acquire and
maintain possession of the Escrow Funds and act as bailee for the Purchaser with
notice of the Purchaser's  security  interest in said property under the Uniform
Commercial  Code and that by possession  of the Escrow  Funds,  the Escrow Agent
acknowledges  that it holds the Escrow Funds for the  Purchaser  for purposes of
perfecting the security interest. Holdings and the Stockholders, Advertising and
the  Rightsholders,  and the Escrow Agent shall take all other actions requested
by the  Purchaser  to maintain  the  perfection  and  priority  of the  security
interest in the Escrow  Funds;  provided that the Escrow Agent does not make any
representation or warranty with regard to the creation or perfection,  hereunder
or otherwise, of any such security interest, and shall have no responsibility at
any time to ascertain whether or not any security interest exists.

     7.3 Release.  The  Purchaser  shall  release the security  interest  herein
granted  and the  security  interest  shall be  terminated  to the extent of any
disbursement  of the Escrow Funds  hereunder by Escrow Agent in accordance  with
the terms of this Escrow Agreement.  Upon final disbursement of the Escrow Funds
to the Purchaser,  Holdings,  the Liquidating  Trustee or the Liquidating  Trust
Escrow Fund, the Purchaser shall do all acts and things reasonably  necessary to
release and extinguish such security interest.  Holdings on behalf of itself and
the Stockholders, and Advertising on behalf of itself and the Rightsholders, and
the  Purchaser,  hereby  specifically  agree  that the  grant  of this  security
interest  pursuant to this Section 7 shall not in any way modify the  procedures
the parties  hereto must follow with respect to the release of Common Stock from
the Escrow Funds.


                                       14
<PAGE>


8. ESCROW AGENT'S DUTIES AND FEES

     8.1 Duties Limited. The Escrow Agent undertakes to perform only such duties
as are expressly  set forth  herein.  The Escrow Agent shall not be bound by, or
have any responsibility  with respect to, any other agreement between any of the
parties  (other than an  agreement  to which the Escrow  Agent is a party).  The
Escrow  Agent  shall  have no duty or  responsibility  with  regard  to any loss
resulting from the decline in the market value of the Escrow Funds in accordance
with the  terms of this  Agreement.  The  Escrow  Agent  need not  maintain  any
insurance with respect to the Escrow Funds.

     8.2 Reliance.  The Escrow Agent, acting (or refraining from acting) in good
faith, shall not be liable for any mistake of fact or error of judgment by it or
for any acts or omissions by it of any kind unless caused by gross negligence or
willful  misconduct,  and the Escrow  Agent may rely,  and shall be protected in
acting or  refraining  from  acting,  upon any written  notice,  instruction  or
request  furnished to it hereunder  and believed by it to be genuine and to have
been signed or presented by the proper party or parties;  provided  that, as set
forth below, modification of this Escrow Agreement shall be signed by all of the
parties  hereto.  The  Escrow  Agent is hereby  authorized  to  comply  with any
judicial  order or legal  process  which  stays,  enjoins,  directs or otherwise
affects the  transfer or  delivery of any Escrow  Funds to any party  hereto and
shall  incur no  liability  for any delay or loss which may occur as a result of
such compliance.

     8.3 Good  Faith.  Holdings  on behalf of itself and the  Stockholders,  and
Advertising on behalf of itself and the Rightsholders,  and the Purchaser hereby
agree, jointly and severally,  to indemnify the Escrow Agent for, and to hold it
harmless against, any loss, liability,  expense (including reasonable attorneys'
fees and expenses),  third party claim and demand,  incurred by it without gross
negligence or bad faith on its part,  arising out of or in  connection  with its
entering into this Escrow Agreement and the carrying out of its duties hereunder
and in any event its liability  shall be limited to direct damages and shall not
include  special or  consequential  damages.  The Escrow  Agent may consult with
counsel of its own choice,  and shall have full and complete  authorization  and
protection for any action taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel. The foregoing indemnification shall
survive the  resignation  of the Escrow Agent or the  termination of this Escrow
Agreement.

     8.4 Successor Escrow Agents.  The Escrow Agent may resign and be discharged
from its duties or  obligations  hereunder at any time by giving 30 days' notice
in writing of such  resignation to Holdings and the Purchaser.  Holdings and the
Purchaser,  together,  shall have the right to terminate the  appointment of the
Escrow  Agent  hereunder  by giving to it notice in writing of such  termination
specifying  the date upon which such  termination  shall take effect.  In either
such event,  Holdings  and the  Purchaser  hereby  agree to  promptly  appoint a
successor  escrow  agent;  if Holdings and the Purchaser are unable to appoint a


                                       15
<PAGE>


successor  Escrow  Agent  within 25 days  after  the  Escrow  Agent's  notice of
resignation,  the Escrow Agent may petition a court of competent jurisdiction to
appoint  a  successor.  The  parties  hereto  agree  that,  upon  demand of such
successor escrow agent, all property held by the Escrow Agent hereunder shall be
turned over and delivered to such successor escrow agent,  which thereupon shall
become bound by all of the provisions hereof.

     8.5 Fees and Expenses. The Purchaser, on the one hand, and Holdings, on the
other hand, agree, jointly and severally, to pay on an equal basis to the Escrow
Agent the fees  determined in accordance  with, and payable as specified in, the
Schedule  of Fees  attached  hereto  as  Attachment  1 (the "Fee  Schedule")  as
compensation  for the services to be rendered by it  hereunder  and to pay to or
reimburse  the  Escrow  Agent for all  reasonable  expenses,  disbursements  and
advances  (including  reasonable  attorneys'  fees)  incurred  or  made by it in
connection with the carrying out of its duties hereunder.

9. WAIVERS

     This Escrow  Agreement may be amended,  superseded or canceled,  and any of
the terms or  conditions  hereof  may be  waived,  only by a written  instrument
executed by the parties hereto or, in the case of a waiver, by the party waiving
compliance  (or his  agent).  The  failure  of any party at any time or times to
require  performance of any provision hereof shall in no manner affect the right
of such  party at a later  time to enforce  the same.  No waiver of any  nature,
whether by conduct or otherwise in any one or more  instances,  of any provision
hereof,  shall be deemed to be, or construed as, a further or continuing  waiver
of any such provision or of another provision hereof.

10. NOTICES

     Any notice or other communication  required or which may be given hereunder
(including  without limitation the delivery of Common Stock to any Person out of
the Escrow Funds) shall be in writing and either delivered  personally or mailed
by  certified  or  registered  mail,  postage  prepaid,  or  sent  by  facsimile
transmission,  and shall be deemed given when so delivered personally, mailed or
sent by facsimile, as follows:

                  If to the Purchaser, to Omnicom at:

                  Omnicom Group Inc.
                  437 Madison Avenue
                  New York, New York 10022
                  Attention: Chief Financial Officer
                  Fax No.: 212-415-3536



                                       16
<PAGE>

                  with a copy to:

                  Davis & Gilbert
                  1740 Broadway
                  New York, New York 10019
                  Attention:  Michael D. Ditzian, Esq.
                  Fax No.: 212-468-4888

                  If to Advertising or Holdings, to Holdings at:

                  Chiat/Day Holdings, Inc.
                  180 Maiden Lane
                  New York, New York 10038
                  Attention:  Chief Financial Officer
                  Fax No.: 212-804-1200

                  (or  following  the  creation  and funding of the  Liquidating
                  Trust to the Trustee of the Liquidating  Trust at such address
                  as  Holdings  shall  provide to the  Purchaser  and the Escrow
                  Agent)

                  with a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:  James Cotter, Esq.
                  Fax No.:  212-455-2502

                  If to the Liquidating Trust Escrow Agent, to it at:

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

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

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


                                       17
<PAGE>

                  with a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:  James Cotter, Esq.
                  Fax No.:  212-455-2502

                  If to the Escrow Agent, to

                  The Chase Manhattan Bank, N.A.
                  4 Chase MetroTech Center, 3rd Floor
                  Brooklyn, New York  11245
                  Attention:  Escrow Department
                  Fax No.:  718-242-3529


Any party may change the  persons  and  addresses  to which  notices,  payments,
instructions  or other  communications  are to be sent to such  party by  giving
written  notice of any such  change in the  manner  provided  herein  for giving
notice.  Notices sent by facsimile transmission shall be confirmed in writing by
registered or certified mail, return receipt requested.

11. GOVERNING LAW

     This Escrow  Agreement  shall be governed by, and  construed in  accordance
with, the laws of the State of New York  applicable to agreements made and to be
performed entirely within such State.

12. NO ASSIGNMENT

     This Escrow  Agreement  shall be binding upon, and inure to the benefit of,
the successors  and assigns of Holdings,  Advertising,  the  Purchaser,  and the
Escrow  Agent,  but,  except as  otherwise  provided or permitted in this Escrow
Agreement,  no delegation of any obligations  provided for herein may be made by
any party  hereto  without  the  express  written  consent of the other  parties
hereto,  except for the  provisions of Section 6.4 hereof  respecting  successor
escrow agents.



                                       18
<PAGE>


13. SECTION HEADINGS

     The section  headings  contained in this Escrow  Agreement are inserted for
convenience   of   reference   only,   and  shall  not  affect  the  meaning  or
interpretation of this Escrow Agreement.

14. ARBITRATION

     Subject to the  provisions  of Section 3.3 hereof,  any  dispute,  claim or
controversy  between the Purchaser and Holdings in respect of any Claim or other
matter in dispute  under this  Agreement,  shall be  settled by  arbitration  in
accordance  with the rules  and  regulations  thus  pertaining  of the  American
Arbitration   Association.   The  arbitration   panel  shall  consist  of  three
arbitrators,  one nominated by the Purchaser,  one nominated by Holdings and the
third to be selected by the other two. In the event the three  arbitrators shall
not have been nominated within 30 days following a notice by either Purchaser or
Holdings to the other of its intention to arbitrate, an arbitrator for the party
who has not nominated an arbitrator  (if  applicable)  and the third  arbitrator
shall be  chosen  by the  American  Arbitration  Association  in New  York  City
pursuant to its rules and  regulations.  The  determination  of the  arbitrators
shall be final and binding upon the parties to this Agreement,  the Stockholders
and the  Rightsholders,  without the right to appeal.  The arbitration  shall be
held in New York City. The  arbitrator  shall consider only the items in dispute
and shall be  instructed  to act within 30 days to  resolve  all  disputes.  The
arbitration  panel shall determine the party (the Purchaser or Holdings,  as the
case may be), whose asserted  positions before the arbitration  panel are in the
aggregate further from the aggregate resolutions  determined by the arbitrators,
which  non-prevailing party shall pay the costs and expenses of the arbitrators,
together with the reasonable attorney's fees and disbursements of the prevailing
party in the arbitration (as determined by the arbitrators).

15. JURY WAIVER.

     All  parties to this  Agreement  waive any  rights  they may have to a jury
trial.


                                       19
<PAGE>




     WITNESS the  execution of this Escrow  Agreement as of the date first above
written.

                                                  TBWA INTERNATIONAL INC.


                                                  By: _______________________


                                                  CHIAT/DAY HOLDINGS, INC.


                                                  By: _______________________



                                                  CHIAT/DAY inc ADVERTISING


                                                  By: _______________________



                                                  THE CHASE MANHATTAN BANK, N.A.


                                                  By: _______________________


                                       20


