


                     PROFIT SHARING PLAN PURCHASE AGREEMENT

     PROFIT SHARING PLAN PURCHASE AGREEMENT dated as of May 9, 1995 by and
between Chiat/Day Holdings, Inc. (the "Company") and Michael Kooper (the
"Trustee").

                                   WITNESSETH

     WHEREAS, the Company contemplates selling substantially all its assets and
the assets of Chiat/Day inc. Advertising ("Advertising") to TBWA International
Inc. ("TBWA") (the "Transaction") pursuant to an asset purchase agreement by and
among the Company, Advertising, Omnicom Group Inc. ("Omnicom") and TBWA (the
"Purchase Agreement"); and

     WHEREAS, TBWA is not willing to assume liabilities related to the Chiat/Day
Profit Sharing and 401(k) Plan (the "Plan" and assets of the Plan will not be
transferred to a plan sponsored by TBWA in connection with the Transaction; and

     WHEREAS, the majority of the Plan assets consist of the Company's preferred
stock ("Company Preferred Stock") and Class B common stock ("Company Common
Stock")(collectively, "Company Stock"), and the sale of Company Stock
contemplated by this Agreement will significantly improve the liquidity and
increase the value of the Plan's assets; and

     WHEREAS, if the sale of Company Stock contemplated by this Agreement is
consummated, the Plan will receive, on the dates described below, cash in an
amount which is greater than or equal to the fair market value of the Company
Stock, in lieu of the Omnicom stock which will be paid to other shareholders of
Company Common Stock on or about October 26, 1995 in connection with the
Transaction, which payment of the Omnicom Stock will be subject to holdback and
escrow requirements, and which payment of the Omnicom Stock would otherwise be
payable to the Plan; and

     WHEREAS, the sale of Company Preferred Stock contemplated by this Agreement
on the date described below shall be binding on the parties hereto even in the
event that the Purchase Agreement is terminated in accordance with its terms
after such date.

     NOW, THEREFORE, in accordance with Section 2.3(a) of the Purchase
Agreement, the Company and the Trustee hereby agree as follows:

     1. In light of the foregoing facts, the Company and the Trustee hereby
agree that the following actions are in the best interests of Plan participants
and beneficiaries:


                                      
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          (a) (i) On or about July 1, 1995 but no later than July 10, 1995, the
     Plan shall sell all Company Preferred Stock held by the Plan on such date
     to the Company for an amount in cash of $14,081,773.93, which amount will
     be equal to the face amount of such Company Preferred Stock (the "Preferred
     Stock Payment"), and (ii) as soon as practicable after receipt of an
     appraisal as described in paragraph 2 hereof, the Plan shall sell all
     Company Common Stock to the Company for an amount in cash equal to $350,000
     ("the Common Stock Payment").

          (b) Neither the Preferred Stock Payment nor the Common Stock Payment
     shall be subject to any commission, holdback, adjustment or any other
     condition applicable to payments made to holders of Company Stock other
     than the Plan in connection with the Transaction.

          (c) All Plan participants shall become fully vested in their accounts
     under the Plan upon the closing of the Transaction (the "Closing Date").

          (d) The Purchase Agreement shall provide that after the Transaction,
     former company employees shall receive the benefits listed on Schedule 6.4
     thereto, which benefits have been designated and approved by the Company.

          (e) The Plan shall be terminated by the Company at its expense as of
     the Closing Date, and all Plan assets will be distributed to Plan
     participants as soon as practicable thereafter.

          (f) All legal, accounting, appraisal and other expenses, expended or
     accrued in connection with the transactions contemplated hereby shall be
     borne by the Plan.

     2. The Company and the Trustee agree that the sales of Company Stock to the
Company contemplated by this Agreement shall be contingent upon receipt by the
Trustee of an appraisal from an independent appraisal firm which indicates that
the fair market value (as defined in Section 3(18) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) of the Company Preferred
Stock and the Company Common Stock is less than or equal to (i) the Preferred
Stock Payment and the Common Stock Payment, respectively, on the applicable
sales date, and (ii) the valuation on a per share basis of the Company Preferred
Stock and the Company Common Stock, as the case may be, as determined by Duff &
Phelps Financial Consulting Co. ("Duff & Phelps") in its valuation analysis as
of October 31, 1993 as set forth in that certain letter dated April 14, 1994
from Duff & Phelps to the former trustee of the Plan.

     3. Notwithstanding the foregoing, if the Purchase Agreement is terminated
in accordance with its terms on or prior


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<PAGE>

to July 1, 1995, this Agreement shall be of no further force and effect,
and if the Purchase Agreement is terminated in accordance with its terms prior
to the consummation of the sale of the Company Common Stock, the provisions in
this Agreement which pertain to Company Common Stock shall be of no further
force and effect. In addition, it shall be a condition to the obligations set
forth in this Agreement that the Company shall have obtained on terms and
conditions satisfactory to the Company in its sole discretion, financing
sufficient for the Company to consummate the transactions contemplated hereby.

     4.  As a material inducement to the Trustee to execute, deliver and perform
under this Agreement, the Company represents and warrants to the Trustee that
the statements contained in this Section 4 are true, correct and complete as of
the date of this Agreement and will be true, correct and complete as of the date
of the Preferred Stock Payment and the Common Stock Payment as though made then
and as though each such date were substituted for the date of this Agreement
throughout this Section 4:

          (i) The Company is duly organized, validly existing, and in good
     standing under the laws of the jurisdiction of its incorporation.

          (ii) The Company has all requisite power and authority under its
     Certificate of Incorporation and by-laws and applicable laws to execute and
     deliver this Agreement and to carry out all actions required of it pursuant
     to the terms of this Agreement. The Company has all requisite power and
     authority to carry on its business and to own and operate its properties as
     are now conducted.

          (iii) The Company will have obtained all necessary authorizations and
     approvals from its Board of Directors and stockholders required for the
     execution and delivery of this Agreement and the consummation of the
     transactions contemplated hereby. This Agreement when duly executed and
     delivered by the Company will constitute the legal, valid and binding
     obligation of the Company, enforceable against the Company in accordance
     with its terms, except as the enforceability thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium and other laws affecting
     creditors' rights generally and by the application of general principles of
     equity, regardless of whether considered in a proceeding at law or in
     equity.

          (iv) The execution, delivery and performance of this Agreement by the
     Company will not constitute a violation of, or be in conflict with, or
     result in the breach of, or constitute or create a default under, result in
     the acceleration of, create in any person the right to accelerate,
     terminate, modify or cancel, or require any notice pursuant to, (a) the
     Certificate of Incorporation or by-laws of the Company, as amended to date;
     (b) any


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<PAGE>

     agreement or commitment to which the Company is a party or to which
     the Company is subject; or (c) other than ERISA or the Internal Revenue
     Code of 1986, as amended, in respect of which no representation is being
     made, any statute, regulation or rule or any judgment, decree, order,
     ruling, charge or other restriction of any court, governmental agency or
     governmental authority.

          (v) No consent, approval or authorization of, or registration,
     qualification or filing with, any governmental agency or authority or any
     other third party is required for the execution, delivery and performance
     of this Agreement by the Company. No order, writ, injunction or decree has
     been issued, or threatened to be issued, by any court or governmental
     agency which would adversely affect the consummation of the transactions
     contemplated by this Agreement.

          (vi) The terms of the employment agreements, non-competition
     agreements and employment/consulting agreements to be entered into pursuant
     to Sections 8.14, 8.15 and 8.16 of the Purchase Agreement are not
     materially more advantageous to the covered executives than the terms of
     employment, non-competition and consulting currently in effect with respect
     to each such executive.

          (vii) Schedule A annexed hereto and made a part hereof 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) consolidated balance sheets of the
     Company and Chiat/Day Inc. Advertising ("Advertising") as at October 31,
     1994 (such consolidated balance sheets of the Company and Advertising are
     referred to herein as the "Company Balance Sheets" and the "Advertising
     Balance Sheet," respectively), (c) consolidated balance sheets as at
     October 31, 1994 of the U.S. offices of Advertising, the Toronto office of
     Advertising and the London office of Chiat/Day Inc. Advertising
     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. 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


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<PAGE>

     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 consolidated 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
     the Purchase Agreement and the transactions required or permitted to take
     place pursuant thereto on or prior to the closing date thereof, there has
     been no material 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 which in the aggregate would materially
     increase the net worth of the Company.

     5. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed, first class
mail, postage prepaid, return receipt requested, as follows:

                  (a) If to the Company:

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

                  with a copy to:

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

                  (b) If to the Trustee:

                  Michael Kooper
                  The Kooper Group
                  770 Lexington Avenue
                  New York, New York  10021
                  Fax:  (212) 755-0831

                  with a copy to:


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<PAGE>

                  Mandel and Resnik, P.C.
                  220 East 42nd Street
                  New York, New York  10017
                  Attn: Barry H. Mandel, Esq.
                  Fax: (212) 573-0067

or to such other address or to the attention of such other person as any
party shall have specified by notice in writing to the other parties. All such
notices, requests, demands and communications shall be deemed to have been
received on the date of personal delivery or on the third business day after the
mailing thereof.

     6.  Nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.

     7.  This Agreement may be amended, supplemented or otherwise modified only
by a written instrument executed by the parties hereto. No waiver by either
party of any of the provisions hereof shall be effective unless explicitly set
forth in writing and executed by the party so waiving. Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including,
without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any covenants or agreements contained herein and in any documents delivered or
to be delivered pursuant to this Agreement. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.

     8.  If any provision of this Agreement shall be declared by any court of
competent jurisdiction to be illegal, void or unenforceable, all other
provisions of this Agreement shall not be affected and shall remain in full
force and effect.

     9.  This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.

     10.  This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to conflicts of laws principles
thereof except to the extent that issues hereunder are preempted by ERISA.

     11.  This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter contained herein. This Agreement supersedes
all prior oral and written agreements and understandings between the parties
with respect to such subject matter.


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<PAGE>

     12.  This Agreement 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.

     13.  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.


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.

                                       CHIAT/DAY HOLDINGS INC.


                                        By:/S/ JAY CHIAT
                                           --------------------------------
                                           Title: President/CEO


                                           /s/ MICHAEL KOOPER
                                           --------------------------------
                                           Michael Kooper







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