

                                                                     Exhibit 2.1


                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                              OMNICOM GROUP INC.,

                              RRC ACQUISITION INC.

                                      and

                         ROSS ROY COMMUNICATIONS, INC.


                              Dated June 15, 1995


<PAGE>
                                                     
                               TABLE OF CONTENTS


                                   ARTICLE I
                                   THE MERGER

Section 1.1       The Merger...............................................   2
Section 1.2       Effective Time...........................................   2
Section 1.3       Articles of Incorporation and By-Laws of the Surviving
                  Corporation..............................................   2
        1.3.1     Articles of Incorporation................................   2
        1.3.2     By-Laws..................................................   2
Section 1.4       Directors and Officers of the Surviving Corporation......   2
        1.4.1     Directors of the Surviving Corporation...................   2
        1.4.2     Officers of the Surviving Corporation....................   3


                                   ARTICLE II
                        MERGER CONSIDERATION; CONVERSION
                    OR CANCELLATION OF SHARES IN THE MERGER

Section 2.1       Conversion Price; Market Value...........................   3
        2.1.1     Conversion Price.........................................   3
        2.1.2     Market Value.............................................   3
Section 2.2       Consideration for the Merger; Conversion or
                    Cancellation of Stock in the Merger....................   4
Section 2.3       Surrender of Company Stock and Issuance of 
                    Omnicom Stock..........................................   5
Section 2.4       No Fractional Shares.....................................   5
Section 2.5       Dividends................................................   6
Section 2.6       Certificates in Stockholder's Name.......................   6
Section 2.7       Closing..................................................   6
Section 2.8       Escrow Agreement.........................................   6
Section 2.9       Payment of Obligations to EPU Holder.....................   7
Section 2.10      Payment of Obligations ot Former Eligible
                    Employee Holders.......................................   8


                                  ARTICLE III
                         REPRESENTATIONS OF THE COMPANY

Section 3.1       Execution and Validity of Agreement......................   8
Section 3.2       Capitalization, Existence and Good Standing of
                  the Company..............................................   8
        3.2.1     Capitalization...........................................   8
        3.2.2     Existence and Good Standing..............................   9
Section 3.3       Subsidiaries and Investments.............................   9

                                       i

<PAGE>

Section 3.4       Financial Statements and No Material Changes.............  10
Section 3.5       Books and Records........................................  11
Section 3.6       Title to Properties; Encumbrances........................  11
Section 3.7       Owned and Leased Real Property and Leased 
                  Personal Property........................................  12
        3.7.1     Real Property and Personal Property Leases...............  12
        3.7.2     Owned Real Property......................................  13
        3.7.3     Environmental Matters....................................  13
Section 3.8       Contracts................................................  14
Section 3.9       Restrictive Documents....................................  15
Section 3.10      Litigation...............................................  16
Section 3.11      Taxes....................................................  16
        3.11.1    Taxes....................................................  16
        3.11.2    Additional Representations...............................  18
Section 3.12      Liabilities..............................................  18
Section 3.13      Insurance................................................  18
Section 3.14      Intellectual Properties..................................  18
Section 3.15      Compliance with Laws; Licenses and Permits...............  19
        3.15.1    Compliance...............................................  19
        3.15.2    Licenses.................................................  19
Section 3.16      Client Relations.........................................  20
Section 3.17      Accounts Receivable; Work-in-Process; Accounts Payable...  20
Section 3.18      Employment Relations.....................................  20
Section 3.19      Employee Benefit Matters.................................  21
        3.19.1    List of Plans............................................  21
        3.19.2    Multi-Employer Plans.....................................  22
        3.19.3    Severance................................................  22
        3.19.4    Welfare Benefit Plans....................................  22
        3.19.5    Administrative Compliance................................  22
        3.19.6    Tax Qualification........................................  23
        3.19.7    Funding; Excise Taxes....................................  23
        3.19.8    Tax Deductions...........................................  23
        3.19.9    Additional Representations...............................  24
Section 3.20      Interests in Customers, Suppliers, Etc...................  24
Section 3.21      Bank Accounts and Powers of Attorney.....................  24
Section 3.22      Compensation of Employees................................  24
Section 3.23      No Changes Since the Balance Sheet Date..................  25
Section 3.24      Required Approvals, Notices and Consents.................  26
Section 3.25      Corporate Controls.......................................  26
Section 3.26      Information Supplied.....................................  26
Section 3.27      Brokers..................................................  27
Section 3.28      Opinion of Financial Advisor.............................  27
Section 3.29      Copies of Documents; Schedules...........................  27

                                       ii

<PAGE>

                                   ARTICLE IV
                     REPRESENTATIONS OF OMNICOM AND OMNISUB

Section 4.1       Existence and Good Standing..............................  27
Section 4.2       Execution and Validity of Agreements.....................  27
Section 4.3       Restrictive Documents....................................  28
Section 4.4       Omnicom Stock............................................  28
Section 4.5       Financial Statements and No Material Changes.............  28
Section 4.6       Litigation...............................................  29
Section 4.7       Consents and Approvals of Governmental Authorities.......  29
Section 4.8       Brokers..................................................  29
Section 4.9       Information Supplied.....................................  29
Section 4.10      OmniSub..................................................  30
Section 4.11      Copies of Documents; Schedules...........................  30


                                   ARTICLE V
                            COVENANTS OF THE COMPANY

Section 5.1       Regulatory and Other Approvals...........................  30
Section 5.2       HSR Filings..............................................  31
Section 5.3       Full Access..............................................  31
Section 5.4       No Solicitations.........................................  31
Section 5.5       Conduct of Business......................................  32
Section 5.6       Financial Information....................................  34
Section 5.7       Notice and Cure..........................................  35
Section 5.8       Termination of Pension Plan..............................  35
Section 5.9       Consultation.............................................  35
Section 5.10      Company Stockholder Approval.............................  35
Section 5.11      Tax Returns..............................................  36
Section 5.12      Fulfillment of Conditions................................  36
Section 5.13      Repayment of Indebtedness; Removal of Guarantee..........  37
Section 5.14      Stock Repurchase Agreements..............................  37


                                   ARTICLE VI
                        COVENANTS OF OMNICOM AND OMNISUB

Section 6.1       Regulatory and Other Approvals...........................  37
Section 6.2       HSR Filings..............................................  38
Section 6.3       Financial Information and Reports........................  38
Section 6.4       Notice and Cure..........................................  38

                                      iii

<PAGE>

Section 6.5       Fulfillment of Conditions................................  38
Section 6.6       Blue Sky; New York Stock Exchange Listing................  39
Section 6.7       Exchange Act Filings.....................................  39
Section 6.8       Indemnification of Directors and Officers................  39


                                  ARTICLE VII
                                MUTUAL COVENANTS

Section 7.1       Preparation of Registration Statement....................  40
Section 7.2       Affiliates' Representation Letters.......................  40
Section 7.3       Reasonable Efforts to Consummate Transaction.............  40
Section 7.4       Public Announcements.....................................  40


                                  ARTICLE VIII
                CONDITIONS TO OBLIGATIONS OF OMNICOM AND OMNISUB

Section 8.1       Representations and Warranties...........................  41
Section 8.2       Good Standing Certificates...............................  41
Section 8.3       Performance..............................................  41
Section 8.4       Certified Resolutions....................................  41
Section 8.5       No Litigation............................................  42
Section 8.6       Regulatory Consents and Approvals........................  42
Section 8.7       Registration Statement; New York Stock 
                    Exchange Listing.......................................  42
Section 8.8       Company Stockholder Approval.............................  42
Section 8.9       Required Approvals, Notices and Consents.................  42
Section 8.10      Pooling of Interests Accounting..........................  42
Section 8.11      Opinion of Counsel.......................................  42
Section 8.12      Escrow Agreement.........................................  43
Section 8.13      Employment Agreements....................................  43
Section 8.14      Non-Competition Agreements...............................  43
Section 8.15      Affiliates Representation Letters........................  43
Section 8.16      Material Adverse Effect..................................  43
Section 8.17      Proceedings..............................................  43
Section 8.18      No Withholding Certificate...............................  43


                                   ARTICLE IX
                    CONDITIONS TO OBLIGATIONS OF THE COMPANY

Section 9.1       Representations and Warranties...........................  44
Section 9.2       Good Standing Certificates...............................  44

                                       iv

<PAGE>

Section 9.3       Performance..............................................  44
Section 9.4       Certified Resolutions....................................  44
Section 9.5       No Litigation............................................  44
Section 9.6       Regulatory Consents and Approvals........................  44
Section 9.7       Registration Statement, New York Stock 
                    Exchange Listing.......................................  45
Section 9.8       Company Stockholder Approval.............................  45
Section 9.9       Opinion of Counsel.......................................  45
Section 9.10      Escrow Agreement.........................................  45
Section 9.11      Material Adverse Effect..................................  45
Section 9.12      Fairness Opinion.........................................  45
Section 9.13      Proceedings..............................................  45


                                   ARTICLE X
                             ADDITIONAL AGREEMENTS

Section 10.1      Termination..............................................  46
Section 10.2      Effect of Termination....................................  47


                                   ARTICLE XI
                           SURVIVAL; INDEMNIFICATION

Section 11.1      Survival.................................................  47
Section 11.2      Obligation to Indemnify..................................  47
Section 11.3      Indemnification Procedures...............................  48
        11.3.1    Notice of Asserted Liability.............................  48
        11.3.2    Defense of Asserted Liability............................  48
        11.3.3    Cooperation..............................................  49
Section 11.3.4    Settlements..............................................  49
Section 11.4      Limitations on Indemnification...........................  49
        11.4.1    Indemnity Cushion........................................  49
        11.4.2    Termination of Indemnification Obligations 
                    and Other Limitations..................................  49
        11.4.3    Treatment................................................  50
        11.4.4    Effect of Taxes..........................................  50


                                  ARTICLE XII
                                 MISCELLANEOUS

Section 12.1      Expenses.................................................  50
Section 12.2      Governing Law............................................  50
Section 12.3      Person Defined...........................................  51

                                       v

<PAGE>

Section 12.4      Knowledge Defined........................................  51
Section 12.5      Affiliate Defined........................................  51
Section 12.6      Captions.................................................  51
Section 12.7      Confidentiality..........................................  51
Section 12.8      Notices..................................................  51
Section 12.9      Parties in Interest......................................  53
Section 12.10     Severability.............................................  53
Section 12.11     Counterparts.............................................  53
Section 12.12     Entire Agreement.........................................  53
Section 12.13     Amendment................................................  53
Section 12.14     Third Party Beneficiaries................................  53
Section 12.15     Extension; Waiver........................................  53


                                       vi

<PAGE>


                                    EXHIBITS

            Exhibit A           Escrow Agreement
            Exhibit B           Affiliates Representation Letter
            Exhibit C           Opinion of Dykema Gosset PLLC
            Exhibit D           Form Non-Competition Agreement
            Exhibit E           Opinion of Davis & Gilbert

                                    ANNEXES

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

                                   SCHEDULES

            Schedule 1.4        Directors and Officers
            Schedule 3.2        Capitalization
            Schedule 3.3        Subsidiaries
            Schedule 3.4        Financial Statements
            Schedule 3.5        Books and Records
            Schedule 3.6        Title to Properties; Encumbrances
            Schedule 3.7.1      Leases
            Schedule 3.7.2      Owned Real Property
            Schedule 3.7.3      Environmental Matters
            Schedule 3.8        Contracts
            Schedule 3.9        Restrictive Documents
            Schedule 3.10       Litigation
            Schedule 3.11       Taxes
            Schedule 3.11.1     Leases
            Schedule 3.13       Insurance
            Schedule 3.14       Intellectual Properties
            Schedule 3.16       Client Relations
            Schedule 3.19       Employee Benefit Plans
            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 Company
            Schedule 3.27       Brokers
            Schedule 4.7        Approvals, Notices and Consents of Purchaser
            Schedule 5.5        Conduct of Business
            Schedule 8.13       Employment Agreements
            Schedule 8.14       Non-Competition Agreements

                                       i

<PAGE>

                             Index of Defined Terms

Term                                                                       Page
- ----                                                                       ----

Acquisition Proposal....................................................
Additional Escrow Fund..................................................
Advisors................................................................
Affiliate...............................................................
Agreement...............................................................
Asserted Liability......................................................
Balance Sheet...........................................................
Balance Sheet Date......................................................
Certificate of Merger...................................................
Claims Notice...........................................................
Closing.................................................................
Closing Date............................................................
Code....................................................................
Company.................................................................
Company Affiliates......................................................
Company Stock...........................................................
Conversion Price........................................................
Effective Time..........................................................
Environmental Laws......................................................
EPU Holder..............................................................
EPU Plan................................................................
ERISA...................................................................
Escrow Agent............................................................
Escrow Agreement........................................................
Exchange Act............................................................
Exchange Ratio..........................................................
Execution Date..........................................................
Former Eligible Employee Holders/FS.....................................
GAAP....................................................................
General Escrow Fund.....................................................
Hazardous Material......................................................
HSR Act.................................................................
Indemnified Parties.....................................................
Information Statement...................................................
Intellectual Property...................................................
Knowledge...............................................................
Leases..................................................................

                                       i

<PAGE>

Letter of Transmittal...................................................
Liabilities.............................................................
Licenses................................................................
Liens...................................................................
Losses..................................................................
Market Value............................................................
Material Adverse Effect.................................................
MBCA....................................................................
Merger..................................................................
Omnicom.................................................................
Omnicom Certificates....................................................
Omnicom Stock...........................................................
OmniSub.................................................................
Options.................................................................
OS......................................................................
Owned Real Property.....................................................
PBGC....................................................................
Pension Plan............................................................
Permitted Lien..........................................................
Person..................................................................
Plan....................................................................
Potential Acquiror......................................................
Prospectus Materials....................................................
Registration Statement..................................................
Related Group...........................................................
Representative..........................................................
Repurchased Shares/FSS..................................................
Requirements of Law.....................................................
RP......................................................................
SEC.....................................................................
SEC Reports.............................................................
Securities Act..........................................................
Stockholders............................................................
Subsidiary..............................................................
Surviving Corporation...................................................
Taxes...................................................................
Tax Gross-Up Factor/G...................................................
Termination Date........................................................
Third Party Claim.......................................................
Title IV Plan...........................................................
Transaction Costs.......................................................
VAT.....................................................................


                                       ii

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT  AND PLAN OF MERGER  (the  "Agreement")  dated June 15, 1995 (the
"Execution  Date") by and  among  OMNICOM  GROUP  INC.,  a New York  corporation
("Omnicom");  RRC  ACQUISITION  INC., a Michigan  corporation  and  wholly-owned
subsidiary of Omnicom ("OmniSub"); and ROSS ROY COMMUNICATIONS, INC., a Michigan
corporation (the "Company").

                             W I T N E S S E T H :

     WHEREAS,  the authorized capital stock of the Company consists of 2,000,000
shares of Class A Common  Stock,  $1.00 par value per share,  of which as of May
22, 1995,  345,453  shares were issued and  outstanding,  and 200,000  shares of
Class B Common  Stock,  $1.00 par value per share,  of which as of May 22, 1995,
54,800 shares were issued and outstanding;

     WHEREAS,  the authorized capital stock of OmniSub consists of 200 shares of
common stock, of which 100 shares are issued and outstanding;

     WHEREAS,  the Boards of Directors of Omnicom,  OmniSub and the Company each
have  determined  that  it  is  in  the  best  interests  of  their   respective
shareholders  for OmniSub to merge with and into the Company  upon the terms and
subject to the conditions of this Agreement;

     WHEREAS,  for federal  income tax purposes,  it is intended that the Merger
(as defined in Section 1.1) shall qualify as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");
and

     WHEREAS,   Omnicom,   OmniSub  and  the  Company  desire  to  make  certain
representations,  warranties,  covenants and  agreements in connection  with the
Merger.

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants  and  agreements  set forth herein,  Omnicom,  OmniSub and the Company
hereby agree as follows:

                                       1

<PAGE>

                                   ARTICLE I

                                   THE MERGER

     Section  1.1  The  Merger. Subject  to the  terms  and  conditions  of this
Agreement,  at the Effective Time (as defined in Section 1.2),  OmniSub shall be
merged with and into the Company and the separate corporate existence of OmniSub
shall  thereupon  cease (the  "Merger").  The Company  shall be the successor or
surviving  corporation  in  the  Merger  (sometimes  herein  referred  to as the
"Surviving Corporation"), shall continue to be governed by the laws of the State
of Michigan,  and the separate  corporate  existence of the Company with all its
rights, privileges,  immunities, powers and franchises shall continue unaffected
by the Merger. The Merger shall have the effects specified in Section 724 of the
Michigan Business Corporation Act (the "MBCA").

     Section 1.2  Effective Time. Omnicom, OmniSub and the Company will cause an
appropriate  Certificate of Merger (the  "Certificate of Merger") to be executed
and  filed on the date of the  Closing  (as  defined  in  Section  2.7) with the
Michigan  Department  of Commerce  as  provided in Section 707 of the MBCA.  The
Merger shall become effective on the date on which the Certificate of Merger has
been duly filed with the  Michigan  Department  of  Commerce  or such time as is
agreed upon by the parties and specified in the Certificate of Merger,  and such
time is hereinafter referred to as the "Effective Time."

     Section  1.3  Articles  of  Incorporation  and  By-Laws  of  the  Surviving
Corporation.

     1.3.1  Articles of  Incorporation.  The  Articles of  Incorporation  of the
Surviving  Corporation  shall be amended and restated at and as of the Effective
Time to read as did the Articles of Incorporation of OmniSub  immediately  prior
to the Effective Time (except that the name of the Surviving  Corporation  shall
remain "Ross Roy Communications, Inc.").

     1.3.2 By-Laws. The By-laws of the Surviving Corporation shall be amended at
and as of the Effective  Time to read as did the By-laws of OmniSub  immediately
prior to the  Effective  Time,  and such By-laws shall become the By-laws of the
Surviving Corporation.

     Section 1.4 Directors and Officers of the Surviving Corporation.

     1.4.1  Directors  of  the  Surviving  Corporation.  The  directors  of  the
Surviving  Corporation at the Effective Time shall, from and after the Effective
Time,  be the persons  listed on Schedule 1.4 until their  successors  have been
duly  elected  or  appointed  and  qualified  or  until  their  earlier   death,
resignation or removal in accordance with the Surviving  Corporation's  Articles
of Incorporation and By-laws.

                                       2
<PAGE>

     1.4.2 Officers of the Surviving Corporation.  The officers of the Surviving
Corporation  shall,  from and after the Effective Time, be the persons listed on
Schedule 1.4 until their  successors  have been duly  elected or  appointed  and
qualified or until their death,  resignation  or removal in accordance  with the
Surviving Corporation's Articles of Incorporation and By-laws.

                                   ARTICLE II

                MERGER CONSIDERATION; CONVERSION OR CANCELLATION
                            OF SHARES IN THE MERGER

     Section 2.1 Conversion Price; Market Value.

     2.1.1 Conversion  Price. The "Conversion  Price" or "CP" shall be an amount
calculated as follows:

                  CP  =  52,000,000 + RP(FSS) +  216,200G
                         --------------------------------
                                 OS + 10,000G +FSS

For purposes of this Article II, the  following  terms shall have the  following
meanings:

     "RP"  represents  the  repurchase  price per share  originally  paid to the
     Former Eligible Employee Holders,  as such term is defined in the Company's
     Articles of Incorporation as in effect  immediately  prior to the Effective
     Time ("Former Eligible Employee Holders" or "FS").

     "FSS" or  "Repurchased  Shares"  represents  the total  number of shares of
     Company Stock repurchased from the FS.

     "G" represents the "tax gross-up  factor" based upon tax rates described in
     the Company's 1984 Equity  Participation  Plan (the "EPU Plan";  the equity
     participation  units granted  thereunder the "EPUs"; and the holder of such
     EPUs the "EPU Holder").

     "OS"  represents  the number of shares of Company Stock  outstanding at the
     Effective Time of the Merger,  which  outstanding  shares shall not include
     any shares  repurchased by the Company from an employee  shareholder  whose
     employment has terminated or shall terminate prior to the Effective Time.

     2.1.2 Market Value. The term "Market Value" as used in this Agreement shall
be the average of the  closing  prices per share of the common  stock,  $.50 par
value, of Omnicom  ("Omnicom Stock") reported on the New York Stock Exchange for

                                       3
<PAGE>

the 20 consecutive  trading days ending two 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. The New York Stock  Exchange  closing  prices of the Omnicom  Stock
used in determining the Market Value, as provided above,  shall be appropriately
adjusted  for the effect of any  recapitalization,  reclassification,  split-up,
stock  dividend,  combination or reverse split with respect to the Omnicom Stock
which occurs  during the 20  consecutive  trading days ending two business  days
immediately preceding the Closing Date.

     Section 2.2  Consideration  for the Merger;  Conversion or  Cancellation of
Stock in the Merger. The manner of converting or canceling shares of the Company
and OmniSub in the Merger shall be as follows:

     (a) At the Effective  Time,  each share of Class A common stock,  $1.00 par
value,  and each share of Class B common stock,  $1.00 par value, of the Company
("Company Stock") issued and outstanding immediately prior to the Effective Time
shall,  by virtue of the Merger and without any action on the part of the holder
thereof,  be canceled and converted  into and represent the right to receive the
number of shares, subject to Section 2.4 (the "Exchange Ratio") of Omnicom Stock
which shall equal the Conversion  Price as determined by using the Market Value.
All of such  shares of Company  Stock shall no longer be  outstanding  and shall
automatically  be retired and cease to exist,  and each holder of a  certificate
representing  such shares shall cease to have any rights with  respect  thereto,
except the right to receive the shares of Omnicom  Stock and any cash in lieu of
fractional  shares of the  Omnicom  Stock to be issued or paid in  consideration
thereof  (determined in accordance  with Section 2.4, upon the surrender of such
certificate in accordance with Section 2.3, without interest).

     (b) At the Effective Time, each share of common stock of OmniSub issued and
outstanding  immediately  prior to the  Effective  Time shall,  by virtue of the
Merger and without any action on the part of OmniSub or the holder  thereof,  be
converted  into the same  number  of shares  of  common  stock of the  Surviving
Corporation.


                                       4
<PAGE>

     Section 2.3  Surrender of Company Stock and Issuance of Omnicom  Stock.  At
the  Closing,  or as soon as  practicable  thereafter,  each holder of record of
shares of Company Stock at the Effective Time shall surrender the certificate or
certificates  representing  such  shares  of  Company  Stock to  Chemical  Bank,
Omnicom's transfer agent, together with a duly executed letter of transmittal in
a  form  mutually  acceptable  to  Omnicom  and  the  Company  (the  "Letter  of
Transmittal"),  which certificate or certificates  shall be duly endorsed in the
manner described in such Letter of Transmittal. In exchange therefor, subject to
the provisions of the Escrow Agreement  described in Section 2.8 below,  each of
the Company's stockholders shall receive, on or as soon as practicable after the
Closing Date, a certificate  or  certificates  representing  the number of whole
shares of Omnicom Stock into which the shares of the Company  Stock  theretofore
represented by the certificate or  certificates  so surrendered  shall have been
converted and  exchanged as provided in Section 2.2,  and, in addition,  cash in
lieu of any fractional shares of Omnicom Stock as provided in Section 2.4 below,
and the certificate(s) so surrendered shall forthwith be canceled.  Prior to the
Closing Date,  Omnicom shall  requisition from Chemical Bank a sufficient number
of stock certificates (the "Omnicom Certificates") representing the total number
of shares of Omnicom Stock to which the stockholders of the Company are entitled
as provided in Section 2.2 above. On the Closing Date, subject to the provisions
of Section 2.8,  Omnicom  shall direct  Chemical  Bank  pursuant to  irrevocable
instructions  reasonably  acceptable to the Company to mail each  stockholder of
the Company upon receipt by Chemical Bank of an executed  Letter of  Transmittal
from such  stockholder,  by first-class mail in accordance with the instructions
of such  stockholder  as set forth in his Letter of  Transmittal,  such  Omnicom
Certificates,  together with the cash payment in lieu of  fractional  shares (if
any) that such  stockholder  is entitled to receive  pursuant to Section 2.4. If
any  stockholder  shall  report to Chemical  Bank that his failure to  surrender
certificates  representing shares of Company Stock registered in his name is due
to the loss,  misplacement or destruction of such a certificate or certificates,
Omnicom  shall  require  such  stockholder  to furnish an  affidavit of loss and
indemnity  satisfactory  to it. Upon receipt by Chemical Bank of such  affidavit
and  indemnity,  such  stockholder  shall be  entitled  to receive  the  Omnicom
Certificates  and cash in lieu of  fractional  shares,  if any,  to  which  such
stockholder is entitled  pursuant to the terms of this Article II and such lost,
misplaced  or  destroyed  certificate(s)  shall  forthwith  be  canceled.  Until
surrendered as  contemplated  by this Section 2.3, each  certificate  evidencing
shares of Company Stock shall be deemed at any time after the Effective Time for
all corporate  purposes of Omnicom,  except as limited by Section 2.5 below,  to
represent  ownership  of the  number of shares of  Omnicom  Stock into which the
number of  shares  of  Company  Stock  shown  thereon  have  been  converted  as
contemplated by this Article II.

     Section  2.4  No  Fractional  Shares. In  order to avoid  the  expense  and
inconvenience of issuing fractional shares,  neither  certificates nor scrip for
fractional  shares of Omnicom  Stock will be issued,  but in lieu  thereof  each
holder of shares of Company  Stock who  otherwise  would have been entitled to a
fraction  of a share  of  Omnicom  Stock  will be paid  the  cash  value of such
fraction of a share based upon the Conversion Price. Prior to the Closing Date,


                                       5
<PAGE>

Omnicom shall make  available to Chemical  Bank cash in an amount  sufficient to
make the payments in lieu of fractional shares.

     Section  2.5  Dividends.  Omnicom  will  not pay any  dividend  or make any
distribution  on the Omnicom Stock (with a record date at or after the Effective
Time) to any record  holder of Company  Stock  until the holder  surrenders  for
exchange his or its certificates.  Omnicom instead will pay the dividend or make
the distribution to Chemical Bank in trust for the benefit of the holder pending
surrender and exchange.  In no event,  however, will any holder of Company Stock
be entitled to any interest or earnings on the dividend or distribution  pending
receipt.  Neither Chemical Bank nor any party hereto shall be liable to a holder
of Company Stock for any Omnicom Stock or dividends thereon,  or cash in lieu of
fractional  Omnicom  Stock,  delivered  to a  public  official  pursuant  to the
applicable  escheat law. Chemical Bank shall not be entitled to vote or exercise
any rights of ownership  with respect to the Omnicom  Stock held by it.  Omnicom
shall pay all charges and expenses of Chemical Bank.

     Section 2.6 Certificates in Stockholder's Name.

     Section 2.7 Closing.  The closing of the Merger (the "Closing")  shall take
place (i) at the offices of Dykema  Gossett PLLC,  1577 North  Woodward  Avenue,
Suite 300,  Bloomfield  Hills,  Michigan  48304, at 10:00 a.m. local time on the
fifth  business day following the date on which the last of the  conditions  set
forth in Articles  VIII and IX hereof shall be fulfilled or waived in accordance
with this  Agreement,  or (ii) at such other  place  and/or  time and/or on such
other date as Omnicom and the Company shall agree (the "Closing Date").

     Section 2.8 Escrow Agreement. Solely to fund and secure the indemnification
obligations  described  in Section  11.2,  at the Closing  Omnicom  shall direct
Chemical  Bank for and on behalf of the Company's  stockholders,  the EPU Holder
and the Former Eligible Employee Holders to deliver to The Chase Manhattan Bank,
N.A.,  as escrow  agent (the "Escrow  Agent")  from the shares of Omnicom  Stock
issuable to the  stockholders  under  Section  2.2(a),  to the EPU Holder  under
Section 2.9 and to the Former Eligible  Employee Holders under Section 2.10, (i)
shares of  Omnicom  Stock (for each  stockholder,  the EPU Holder and the Former
Eligible Employee Holders rounded-up to the nearest whole share) having a Market
Value of $2,525,000 to be held in an 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  Omnicom,  the  Surviving
Corporation, the Escrow Agent and the Representative (as defined in Section 5.10
hereof) and (ii) shares of Omnicom Stock (for each  stockholder,  the EPU Holder
and the Former Eligible Employee Holders rounded-up to the nearest share) having
a Market Value of  $1,300,000 to be held in an account (the  "Additional  Escrow
Fund")  created  pursuant  to the  terms of the  Escrow  Agreement.  Each of the


                                       6
<PAGE>

Company's stockholders,  the EPU Holder and the Former Eligible Employee Holders
shall be depositing  his pro-rata share of the General Escrow Fund or Additional
Escrow Fund  determined  by  multiplying  the total  number of shares of Omnicom
Stock  required to deposited  into such Escrow Fund to create in the case of the
General Escrow Fund an escrow account having a Market Value of $2,525,000 and in
the case of the  Additional  Escrow Fund an escrow account having a Market Value
of  $1,300,000  times a fraction,  the numerator of which is number of shares of
Omnicom Stock  issuable to such Person under  Sections 2.2 (a), 2.9 and 2.10, as
the case may be, and the  denominator  of which is the total number of shares of
Omnicom Stock issuable to all such Persons under such Sections.

     Section 2.9 Payment of  Obligations  to EPU  Holder.  On the Closing  Date,
Omnicom shall satisfy the obligation of the Company to the EPU Holder in respect
of the  10,000  EPUs  which  will  be  outstanding  at the  Effective  Time,  by
delivering  to the EPU Holder whole shares of Omnicom  Stock  (rounded up to the
nearest whole share) having an aggregate Market Value equal to "G x (10,000(CP -
$21.62)),"  subject to the  obligation  of the EPU  Holder to deliver  shares of
Omnicom  Stock  (rounded up to the nearest  whole  share) to the Escrow Agent as
described in Section 2.8 above.  On the Execution  Date,  the EPU Holder entered
into an  agreement  with the  Company,  Omnicom and OmniSub  under which the EPU
Holder agreed, conditioned only upon the occurrence of the Closing hereunder, to
the following:  (i) the  satisfaction of the Company's  obligations to him under
the EPU Plan by payment of Omnicom Stock in the amount described above, (ii) the
transfer to the Escrow Agent of whole shares of Omnicom Stock in accordance with
the provisions of Section 2.8 and the Escrow  Agreement solely to fund (pro rata
with the stockholders of the Company and the Former Employee Holders) and secure
the  indemnification  obligations  described in Section 11.2 below and (iii) the
appointment of the  Representative  or his successor as determined in accordance
with the stockholder  resolution referred to in Section 5.10, as his agent under
the Escrow  Agreement,  and authorizing the  Representative  to: (A) execute and
deliver the Escrow  Agreement and any documents  incident or ancillary  thereto,
including  without  limitation,  any  amendments,  cancellations,  extensions or
waivers in respect thereof, (B) respond to and make determinations in respect of
the  assertion  of any and all claims for  indemnification  by  Omnicom,  and to
assert claims,  pursuant to the terms of the Escrow Agreement and the provisions
of this Agreement  pertaining thereto,  (C) execute and deliver any stock powers
which may be required  to be executed by him in order to permit the  delivery to
Omnicom of any  shares of  Omnicom  Stock to be  delivered  to Omnicom  from the
General  Escrow Fund and/or the  Additional  Escrow Fund in accordance  with the
provisions of the Escrow Agreement and (D) take all such other actions as may be
necessary or desirable to carry out his  responsibilities  as  Representative in
respect of the Escrow Agreement.


                                       7
<PAGE>

     Section 2.10 Payment of Obligations to Former Eligible Employee Holders. In
order to satisfy the obligations of the Company to each Former Eligible Employee
Holder under  section F.7 of the  Company's  Articles of  Incorporation,  on the
Closing Date Omnicom shall deliver to each Former  Eligible  Employee  Holder or
his  fiduciary  (as defined in the Company's  Articles of  Incorporation)  whole
shares of Omnicom  Stock  (rounded  up to the  nearest  whole  share)  having an
aggregate  Market  Value equal to (1) the product of (x) the number of shares of
Company Stock  repurchased from such Former Eligible Employee Holder pursuant to
section  F of the  Company's  amended  Articles  of  Incorporation  and  (y) the
Conversion  Price,  less (2) the aggregate  Repurchase  Price (as defined in the
Company's Articles of Incorporation)  paid in respect of such reacquired shares,
subject to the  obligation of such Former  Eligible  Employee  Holder to deliver
shares of Omnicom  Stock  (rounded up to the nearest  whole share) to the Escrow
Agent as described in Section 2.8 above.


                                  ARTICLE III

                         REPRESENTATIONS OF THE COMPANY

     The  Company  represents  and  warrants  to Omnicom  and OmniSub as follows
(provided,  however,  that all  representations and warranties as they relate to
Bloomfield  Parkway  Associates are made to the best knowledge,  information and
belief of the Company, other than those representations and warranties contained
in Section 3.7.2 which are not  identified as being made to the best  knowledge,
information and belief of the Company):

     Section 3.1 Execution  and Validity of Agreement.  The Company has the full
corporate  power and  authority to enter into this  Agreement and to perform its
obligations  hereunder,  subject to approval by its  stockholders 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 OmniSub,  constitutes  the legal,  valid and binding
obligation of the Company  enforceable  against it in accordance with its terms,
subject to approval by its stockholders.

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

     3.2.1  Capitalization.   The  Company  has  an  authorized   capitalization
consisting  of  2,000,000  shares of Class A Common  Stock,  $1.00 par value per
share,  of which as of May 22, 1995,  345,453 shares were issued and outstanding
and 200,000 shares of Class B Common Stock,  $1.00 par value per share, of which
as of May 22,  1995,  54,800  shares  were  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


                                       8
<PAGE>

rights of  stockholders.  No other  class of  capital  stock of the  Company  is
authorized or  outstanding.  Except as set forth on Schedule  3.2,  there are no
outstanding options,  warrants, rights (including phantom stock rights or EPUs),
calls,  commitments,  conversion  rights,  rights  of  exchange,  plans or other
agreements of any character (collectively, "Options") providing for the issuance
or sale of any  shares  of the  capital  stock of the  Company,  or  outstanding
agreements or commitments to grant, extend or enter into any Option with respect
thereto,  or outstanding Options providing for settlement in cash. Except as set
forth on Schedule 3.2, there are no outstanding  contractual  obligations of the
Company or any Subsidiary  (as defined in Section 3.3) to repurchase,  redeem or
otherwise  acquire  any  shares of  Company  Stock or any  capital  stock of any
Subsidiary or which provide for the payment of any additional  monies in respect
of the Company's previous  repurchase of any shares of its capital stock. Except
for the 10,000  EPUs  reflected  in item 5 on Schedule  3.2 as of the  Effective
Time, no Options will be outstanding. On the date hereof and as of the Effective
Time,  the  only  Persons  who  own or are  entitled  to own  Company  Stock  or
equivalents  thereof are the stockholders of the Company,  the EPU Holders,  the
Former Eligible  Employee  Holders and the persons listed on items 4, 6 and 7 of
Schedule  3.2.  Schedule  3.2  also  contains  an  accurate  list  of all of the
stockholders  of the Company.  Each such  stockholder is the record owner of the
number of shares of the Company Stock listed  opposite his name in Schedule 3.2.
To the  best  knowledge,  information  and  belief  of the  Company,  each  such
stockholder  is a  resident  of the  state or other  jurisdiction  indicated  on
Schedule 3.2.

     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
Michigan, 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,
except  for such  failures  to be so  qualified  which,  individually  or in the
aggregate,  are not  having  and  could not  reasonably  be  expected  to have a
material  adverse  effect on the  properties,  assets,  condition  (financial or
otherwise),  business,  liabilities  or results of operations of the Company and
its  Subsidiaries  (as  defined  in Section  3.3) taken as a whole (a  "Material
Adverse  Effect").  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.  The term "Subsidiary" as used in
the Agreement shall mean any corporation, partnership, limited liability company
or other  business  entity  of which  50% or more of the  stock or other  equity
interests  entitled to vote for the  election of the board of directors or other
governing  body  thereof  is owned,  directly  or  indirectly,  by the  Company;
provided,  however,  notwithstanding such definition,  it is agreed that for all


                                       9
<PAGE>

purposes of this Agreement the term Subsidiary shall include  Bloomfield Parkway
Associates.  Schedule  3.3  contains  a true  and  complete  list  of all of the
Company's Subsidiaries. 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 number of outstanding shares 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,  except as
set forth on Schedule 3.6. The term "Liens" as used in this Agreement  means any
mortgage,  pledge,  assessment,  security interest,  lease, lien, adverse claim,
levy,  charge,  hypothec or other  encumbrance  of any kind, or any  conditional
sale, agreement, title retention agreement or other agreement to give any of the
foregoing.  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.  Except as set
forth on Schedule 3.3, no  Subsidiary  has qualified to do business as a foreign
corporation or an Extra-Provincial 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,  except for such failures to be
so qualified which,  individually or in the aggregate,  are not having and could
not reasonably be expected to have a Material Adverse Effect. Each Subsidiary is
in good standing in each state,  Province,  Territory 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 as set forth on Schedule 3.3,  neither the
Company nor any 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 set forth on Schedule  3.3,
there are no outstanding Options,  providing for the purchase,  issuance or sale
of any shares of the capital stock of any Subsidiary or outstanding agreement or
commitment to grant, extend or enter into any Option with respect thereto.

     Section 3.4 Financial Statements and No Material Changes. Schedule 3.4 sets
forth audited consolidated balance sheets of the Company and its subsidiaries as
at December 31,  1992,  1993 and 1994,  and the related  audited  statements  of
operations,  stockholders'  equity  and cash  flows  for the years  then  ended,
reported on by Deloitte & Touche LLP, independent  certified public accountants.
The  consolidated  balance  sheet  of the  Company  and its  subsidiaries  as at
December 31, 1994 is referred to in this Agreement as the "Balance Sheet".  Such


                                       10
<PAGE>

financial  statements,  including the footnotes thereto, are true and correct in
all  material  respects  and have been  prepared in  accordance  with  generally
accepted  accounting  principles  as  applied  in  the  United  States  ("GAAP")
consistently  applied  throughout the periods  indicated  except as set forth on
Schedule 3.4.  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 and cash flows
fairly  present the  consolidated  results of  operations of the Company and its
subsidiaries  and the  stockholders'  equity and cash  flows for the  respective
periods indicated. Except as set forth on Schedule 3.23, since December 31, 1994
(the "Balance  Sheet Date"),  there has been no material  adverse  change in the
properties,  financial  condition,  business  or  results of  operations  of the
Company and its Subsidiaries taken as a whole.

     Section 3.5 Books and Records. All accounts,  books and ledgers material to
the  business  of the  Company  and its  Subsidiaries  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 OmniSub complete
and correct copies of the Articles of  Incorporation  and By-laws (or equivalent
charter  documents)  of the  Company  and of each  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  marketable  title  to,  or  enforceable  leasehold
interests in, as the case may be, (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
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 any
and all Liens, except for Permitted Liens (as hereinafter defined) and for Liens
reflected in the footnotes to the Balance Sheet or set forth in Schedule 3.6. As
used in this  Agreement,  the term  "Permitted  Lien" shall mean:  (i) Liens for
Taxes (as defined in Section 3.11) not  delinquent or for Taxes being  contested
in good faith by  appropriate  proceedings  and as to which  adequate  financial
reserves  have been  established  on the books and  records  of the  Company  in
accordance  with  GAAP;  (ii)  Liens  created  by  operation  of  law,  such  as


                                       11
<PAGE>

materialmen's  liens,  mechanics' liens and other similar liens,  arising in the
ordinary  course of business  and not having a Material  Adverse  Effect;  (iii)
deposits,  pledges or Liens  securing  (x)  obligations  incurred  in respect of
workers'  compensation,  unemployment  insurance or other forms of  governmental
insurance or benefits, (y) the performance of bids, tenders,  leases,  contracts
(other  than  for  the  payment  of  money)  and  statutory  obligations  or (z)
obligations  on surety or appeal  bonds,  but only to the extent such  deposits,
pledges or Liens are  incurred  or  otherwise  arise in the  ordinary  course of
business and secure  obligations which are not past due; or (iv) restrictions on
the use of real property or irregularities in the title thereto which do not (x)
secure  obligations for the payment of money or (y) materially  impair the value
of such  property  or its use by the  Company  or any  Subsidiary  in the normal
conduct of the Company's or such Subsidiary's business.

     Section 3.7 Owned and Leased Real Property and Leased Personal Property.

     3.7.1 Real Property and Personal  Property Leases.  Schedule 3.7.1 contains
an accurate  and  complete  list of all  personal  property  leases with a fixed
annual  rental in excess of $20,000  and all real  property  leases,  subleases,
licenses and other occupancy  agreements  (including,  without  limitation,  any
modification,  amendment  or  supplement  thereto  and  any  other  document  or
agreement  executed or entered  into by Company or a  Subsidiary  in  connection
therewith, such as, without limitation,  non-disturbance agreements and estoppel
certificates) (collectively, "leases") to which the Company or a Subsidiary is a
party,  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 3.7.1 (or required
to be set  forth on  Schedule  3.7.1) is valid,  binding  and in full  force and
effect; all rents and additional rents and other sums,  expenses and charges 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  3.7.1,
there exists no default or event of default by the Company or any  Subsidiary or
to the best knowledge, information and belief of the Company, by any other party
to such lease;  and there exists no occurrence,  condition or act (including the
Merger  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 any such lease;  and there are no outstanding  claims of breach or
indemnification  or notice of default or termination of any such lease.  No such
lease is subject and subordinate to any superior lease or mortgage except as set
forth in Schedule 3.7.1 and the Company and its Subsidiaries  hold the leasehold
estate  interest  in all such  leases  free and  clear of all Liens  except  for
Permitted  Liens and except as set forth in Schedule 3.6. Except as set forth on
Schedule 3.7.1, the Company or a Subsidiary is in physical possession and actual
and exclusive occupation of the whole of each of their leased properties.


                                       12
<PAGE>

     3.7.2 Owned Real Property.  Schedule 3.7.2 lists all real property owned by
the Company and its  Subsidiaries  or which the Company or a  Subsidiary  has an
option to purchase ("Owned Real Property").  With respect to each such parcel of
Owned Real Property, and except as set forth on Schedule 3.7.2:

     (a) there are no pending or, to the best knowledge,  information and belief
of the Company, threatened condemnation proceedings,  lawsuits or administrative
actions relating to the Owned Real Property or entities owning same,  materially
and adversely affecting the current or future use, occupancy or value thereof;

     (b) no entity  has an option to  purchase  the Owned  Real  Property  or an
interest therein, except the Company or a Subsidiary, if applicable;

     (c) all facilities have received all approvals of governmental  authorities
(including  material  Licenses,  as  defined  in  Section  3.15.2)  required  in
connection  with the ownership,  operation  thereof,  and have been operated and
maintained in accordance  with  applicable  laws,  rules and  regulations in all
material respects;

     (d) no material  default  exists under any lease  affecting  the Owned Real
Property;

     (e) the Company or its Subsidiaries  maintain  reasonably adequate casualty
and  liability  insurance  with  respect  to their  interests  in the Owned Real
Property and leases;

     (f) no  prior  assessments,  additional  contributions  and  capital  calls
required of the Company or a Subsidiary  or of the equity  partner in Bloomfield
Parkway  Associates  remain unpaid and to the best  knowledge,  information  and
belief of the Company, no assessments,  additional contribution or capital calls
are currently anticipated.

     3.7.3 Environmental Matters. Except as disclosed on Schedule 3.7.3:

     (a) there are no inquiries, litigation or other proceedings pending, or, to
the best knowledge, information and belief of the Company threatened with regard
to the  current or prior  conduct of the  Company's  business  or any Owned Real
Property  with  respect to any law,  regulation  or  ordinance  relating  to the
regulation  or  protection   of  human   health,   safety  or  the   environment
("Environmental  Laws") concerning air, soil or water quality,  or the emission,
discharge, release or threatened release of pollutants,  contaminants, chemicals
or  industrial,  toxic or  hazardous  substances  or wastes or words of  similar
import (collectively, "Hazardous Material") into the environment;


                                       13
<PAGE>

     (b) the Company and its  Subsidiaries  have  operated  their  businesses in
compliance  with all  Environmental  Laws except  where the failure to so comply
would not have a Material Adverse Effect;

     (c) the Owned Real Property are not subject to any judgment,  decree, order
or citation  which relates to or arises out of a violation of any  Environmental
Laws;

     (d) all Licenses which are required under applicable  Environmental Laws in
connection with the conduct of the business of the Company and its  Subsidiaries
have been  obtained.  Each of such  Licenses  is in full  force and  effect.  No
additional  Licenses are required  under any  Environmental  Law relative to any
Owned  Real  Property,  the  failure  of which to obtain  would  have a Material
Adverse Effect;

     (e) to the best  knowledge,  information  and  belief  of the  Company,  no
Hazardous Materials have been recycled, treated, stored, disposed of or released
by the Company or any Subsidiary at any location; and

     (f) no oral or written  notification of a release of Hazardous Materials in
connection   with  the  operation  of  the  business  of  the  Company  and  its
Subsidiaries  has been filed on behalf of the Company or any Subsidiary,  and no
site or facility now owned, or to the best knowledge,  information and belief of
the  Company,  previously  owned,  operated  or  leased  by the  Company  or any
Subsidiary or any of the Owned Real Property is listed or to the best knowledge,
information  and belief of the  Company  proposed  for  listing on any  federal,
state, provincial or local list of sites requiring investigation or clean-up.

     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 such term is defined in  Section  3.19),  (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 in any Person,  which in any case involves more than $50,000, (d) any
agreement,  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  $100,000  or more,  (e) any  management
service,  employment,  consulting or any other smilar type of contract  which is
not cancelable without penalty or other financial  obligation within 30 days and
which has total annual  remuneration  in excess of $100,000,  (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


                                       14
<PAGE>

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),  (l) any agency/client  agreement for the
twenty  largest  current  clients  (measured by  commissions  and fees generated
during 1994), (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, (n) any agreement,  indenture or other  instrument
which  contains  restrictions  with respect to the payment of dividends or other
distributions  in respect of the Company Stock,  (o) all outstanding  promissory
notes to the former  stockholders  of the  Company  in respect of the  Company's
repurchase  of Company  Stock from such  former  stockholders  (together  with a
statement setting forth the outstanding  balance of each such promissory note as
of April 30, 1995, the number of shares of Company Stock held in escrow relating
to each such repurchase and the name of the escrow agent), (p) any joint venture
or  partnership  agreement  involving  a sharing of profits  not  covered by (a)
through  (o)  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  Company,  by any other  party,  or
occurrence,  condition,  or act (including the Merger 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.

     Section 3.9  Restrictive Documents. Except for approvals required under the
HSR Act (as  defined in Section  5.2 below) and the MBCA 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 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 any provision of the
charter documents or by-laws of the Company or any  Subsidiaries;  (ii) violate,


                                       15
<PAGE>

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  material  to the  business  or
operations of the Company or such Subsidiary.

     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 Company,  any  investigation  by) any
governmental  or  other  instrumentality  or  agency,  pending  or,  to the best
knowledge, information and belief of the Company threatened, against the Company
or any of its  officers,  directors,  employees  or agents 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;  and no
acts, facts, circumstances,  events or conditions occurred, or exist which are a
basis for any such action, proceeding or investigation.  Neither the Company nor
any  Subsidiary  is  subject  to any  judgment,  order or decree  entered in any
lawsuit or proceeding.

     Section 3.11 Taxes.

     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,  all Federal and all material  state,  local and foreign tax or
information  returns  (including  estimated  tax  returns)  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 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,  Michigan  single business tax 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.  For the  purposes of Canadian  taxation the term "Taxes"
shall also  include  employer  health  taxes and Canada or Quebec  Pension  Plan


                                       16
<PAGE>

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.  Except as described in item 4 of 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 or will remit 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 or will remit the same to
the appropriate taxing authority within the prescribed time periods. The Company
and its  Subsidiaries  have delivered to Omnicom  correct and complete copies of
all  federal,  state and  foreign  income tax returns  and the  Michigan  single
business tax returns filed with respect to the Company and its  Subsidiaries for
all taxable  periods  beginning on or after January 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  December 31, 1991. The Michigan single
business  tax returns of the Company and its  Subsidiaries  have been audited by
the Revenue  Division of the  Michigan  Department  of Treasury  for all periods
through  December  31,  1992.  The Company  has  delivered  to Omnicom  true and
complete copies of all notices of deficiencies or proposed  deficiencies  and of
all audit  reports  issued to the Company or any  Subsidiary by (i) the Internal
Revenue  Service for periods  beginning on or after January 1, 1988 and (ii) any
other taxing authority for periods beginning on or after January 1, 1991. Except
as disclosed on Schedule  3.11, 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 or filed a consent  with the  Internal  Revenue  Service  pursuant to
Section 341(f)(2) of the Code or made an election under Section 338 of the Code.
Neither the Company nor any  Subsidiary is a party to any tax  allocation or tax
sharing agreement or has any contractual obligation to indemnify any Person with
respect  to  Taxes,  other  than  agreements  or  obligations  between  or among
corporations which are currently members of the affiliated group of corporations
(as  defined  in  Section  1504 of the Code) of which the  Company is the common
parent.  The  Company  has  not  been a  United  States  real  property  holding
corporation  within  the  meaning of Section  897(c)(2)  of the Code  within the
period specified in Section  897(c)(1)(A)(ii)  of the Code.  Neither the Company
nor any Subsidiary will be required as a result of a change in accounting method
for any period  ending on or before the Closing  Date to include any  adjustment


                                       17
<PAGE>

under  Section  481 of the Code (or any  similar  provision  of state,  local or
foreign  income tax law) in income for any period ending after the Closing Date.
Except as set forth on Schedule 3.11,  neither the Company nor any Subsidiary is
obligated to make any payments or is a party to any agreement that under certain
circumstances could obligate it to make any payments that will not be deductible
under Section 280G of the Code.

     3.11.2  Additional  Representations.  The Company  hereby further makes the
representations  and  warranties set forth on Annex I hereto with respect to the
Company's  Canadian  operations,  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, 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 and, (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.  Except as set forth in item (d)
of Schedule  3.8,  neither the Company nor any  Subsidiary  has any  outstanding
guarantee  to any Person  with  respect to any  obligation  or  liability  of an
unrelated third party.

     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 written notice
of cancellation or written non-renewal of any such policy or binder. Neither the
Company nor any Subsidiary has received written 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.  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 $50,000 against any of its insurance policies,
exclusive of automobile policies.

     Section 3.14 Intellectual Properties.  Schedule 3.14 hereto contains a 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  "Intellectual  Property")  and  all


                                       18
<PAGE>

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
Company,  threatened  against the Company or any of its Subsidiaries and, to the
best knowledge,  information and belief of the Company,  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 has 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
businesses  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
Environmental  Laws 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
Company  threatened  with,  or is 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 Company is  threatened,  to revoke or  terminate  any of the  Licenses or
declare any License invalid in any material respect.


                                       19
<PAGE>

     Section 3.16  Client Relations.Schedule 3.16 sets forth for the Company and
the  Subsidiaries  taken as a whole,  the twenty  largest  clients  (measured by
commissions and fees generated) as at the date hereof and the revenues from each
such client and from all clients  (in the  aggregate)  for the fiscal year ended
December 31, 1994.  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
material  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  Company,  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. 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
arose from bona fide transactions in the ordinary course of business and, to the
best  knowledge,  information  and  belief  of the  Company,  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,  and, to the best  knowledge,  information and belief of the
Company 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 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,  which is  materially
adverse to the  business,  financial  condition or results of  operations of the
Company and its Subsidiaries taken as a whole.

     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 vacations,  and are 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 Canadian legislation;  (c)
there is no  organized  labor  strike,  dispute,  slowdown or stoppage  actually
pending  or to the  best  knowledge,  information  and  belief  of  the  Company
threatened against or involving the Company or any Subsidiary;  (d) there are no
labor unions  representing or, to the best knowledge,  information and belief of
the  Company,  attempting  to  represent  the  employees  of the  Company or any
Subsidiary; (e) no claim or grievance nor any arbitration proceeding arising out

                                   20
 <PAGE>

of or under any  collective  bargaining  agreement  is  pending  and to the best
knowledge, information and belief of the Company, no such claim or grievance 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) to the best knowledge,  information
and  belief  of the  Company,  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.  There is no legal action,
suit,  proceeding or claim pending or, to the best  knowledge,  information  and
belief of the Company,  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 lists all 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, phantom stock rights,  incentive compensation,
deferred   compensation,   retiree  medical  or  life  insurance,   supplemental
retirement,  severance or other benefit plans, programs or arrangements, and all
termination,  severance or contracts or agreements,  whether covering one person
or more than one person,  and whether or not subject to any of the provisions of
ERISA, to which the Company or any Subsidiary is a party,  with respect to which
the  Company  or any  Subsidiary  has any  obligation  or which are  maintained,
contributed  to or sponsored by the Company or any Subsidiary for the benefit of
any  current or former  employee,  officer  or  director  of the  Company or any
Subsidiary (each aforementioned item listed or required to be listed on Schedule
3.8 being referred to herein individually,  as a "Plan" and collectively, as the
"Plans").  The Company has  delivered to Omnicom a complete and accurate copy of
(i) each written Plan and  descriptions  of any unwritten  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 Plan,
including insurance  contracts,  (iii) each summary plan description and summary
of  material  modifications  relating to a Plan,  (iii) the three most  recently
filed IRS Form 5500 relating to each Plan,  (iv) the most recently  received IRS
determination  letter for each Plan,  and (v) the three most  recently  prepared
actuarial reports and financial  statements,  if applicable,  in connection with
each Plan.  Except as set forth on  Schedule  3.8,  neither  the Company nor any
Subsidiary has any express or implied commitment, (i) to create, incur liability
with respect to or cause to exist any other  employee  benefit plan,  program or
arrangement,  or (ii) to modify,  change or terminate any Plan. The  information
reported on each such Form 5500 is  accurate  and true.  To the best  knowledge,
information and belief of the Company, no event has occurred or condition exists
that could adversely effect the results  contained in such actuarial reports and
financial  statements.  Such financial statements fairly represent the financial



                                       21
<PAGE>

condition   and  results  of  operations  of  each  Plan  as  of  the  dates  of
suchstatements, in accordance with generally accepted accounting principles.

     3.19.2  Multi-Employer  Plans.  The Company and its  Subsidiaries  have not
maintained,  contributed to or participated in a multi-employer plan (within the
meaning of Section  3(37) or  4001(a)(3)  of ERISA or a multiple  employer  plan
subject  to  Sections  4063  and  4064 of  ERISA)  and  have no  obligations  or
liabilities,  including withdrawal or successor liabilities,  regarding any such
plan.

     3.19.3  Severance.  Except as set forth on Schedule 3.8, none of the Plans,
nor any  employment  agreement  or other  agreement  to which the Company or any
Subsidiary  is a party  or  bound,  provides  for  the  payment  of  separation,
severance,  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 Code. None of such Plans or other such agreements
referred to in this Section  3.19.3 are subject to the laws of any  jurisdiction
outside of the United States.

     3.19.4  Welfare  Benefit  Plans.  Schedule  3.8 sets forth a  complete  and
accurate  list  of  each  Plan  which  provides  or  promises  retiree  medical,
disability or life insurance benefits to any current or former employee, officer
or director of the Company.  Except as set forth on Schedule  3.19,  the Company
has  expressly  reserved the right,  in all Plan  documents  relating to welfare
benefits provided to employees, former employees,  officers, directors and other
participants and  beneficiaries,  to amend,  modify or terminate at any time the
Plans which  provide for  welfare  benefits  and the Company is not aware of any
fact, event or condition that could reasonably be expected to restrict or impair
such right.

     3.19.5 Administrative Compliance. Each Plan is now and has been operated in
all material respects in accordance with the requirements of all applicable law,
including,  without  limitation,  ERISA and the Code,  and the  regulations  and
authorities published thereunder. The Company and the Subsidiaries 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 Company has no  knowledge of any
default or violation by any party to, any Plan. Except as set forth on Item 2(b)
of Schedule  3.10,  no legal  action,  suit,  audit,  investigation  or claim is
pending  or to the  best  knowledge,  information  and  belief  of  the  Company
threatened,  with  respect to any Plan (other  than  claims for  benefits in the
ordinary  course)  and,  to the best  knowledge,  information  and belief of the
Company,  and except as set forth on Schedule 3.19, 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.


                                       22
<PAGE>

     3.19.6  Tax-Qualification.  Except as set forth on Schedule 3.19, each Plan
which is intended to be qualified  under Section 401(a) of the Code has received
a favorable  determination  letter from the IRS that it is so qualified and each
trust  established  in  connection  with any Plan which is intended to be exempt
from federal  income  taxation  under section  501(a) of the Code has received a
determination  letter  from  the  IRS  that  it is so  exempt,  and to the  best
knowledge,  information and belief of the Company, no fact or event has occurred
or  condition  exists since the date of such  determination  letter from the IRS
which could adversely affect the qualified status of any such Plan or the exempt
status of any such trust.

     3.19.7  Funding; Excise Taxes.  Except as set forth on Schedule 3.19, 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 4971, 4972, 4975,  4976,4977,  4978, 4978B, 4979, 4980 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 Company, no
fact,  event or condition  exists  which could give rise to any such  liability.
Neither the Company nor any ERISA  Affiliate has incurred any  liability  under,
arising out of or by operation of Title IV of ERISA  (other than  liability  for
premiums to the Pension Benefit  Guaranty  Corporation  ("PBGC")  arising in the
ordinary course),  including,  without  limitation,  any liability in connection
with the  termination of any employee  benefit plan subject to Title IV of ERISA
(a "Title IV Plan");  and, no fact,  event or condition  exists which could give
rise to any such liability. Except as set forth on Schedule 3.19, no complete or
partial termination has occurred within the five years preceding the date hereof
with respect to any Plan maintained by the Company or any ERISA  Affiliate,  and
no  reportable  event  (within the meaning of Section 4043 of ERISA),  notice of
which has not been waived by the PBGC,  has occurred or except in respect of the
Pension  Plan is expected to occur with  respect to any Plan  maintained  by the
Company or any ERISA  Affiliate.  No Title IV Plan  maintained by the Company or
any ERISA Affiliate had an accumulated funding deficiency (within the meaning of
Section 302 of ERISA or Section 412 of the Code),  whether or not waived,  as of
the most  recently  ended  plan  year of such  Plan.  None of the  assets of the
Company or any ERISA  Affiliate is the subject of any Lien arising under Section
302(f) of ERISA or Section 412(n) of the Code; neither the Company nor any ERISA
Affiliate has been  required to post any security  under Section 307 of ERISA or
Section  401(a) (29) of the Code;  and to the best  knowledge,  information  and
belief of the Company, no fact or event exists which could give rise to any such
Lien or requirement  to post any such security.  As of the Closing Date, no Plan
which is a Title IV Plan will have an "unfunded benefit  liability"  (within the
meaning of Section 4001(a)(18) of ERISA).

     3.19.8  Tax Deductions. 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 to the


                                       23
<PAGE>

best knowledge,  information and belief of the Company,  no fact or event exists
which could give rise to any such challenge or disallowance.

     3.19.9  Additional  Representations.  The Company  hereby further makes the
representations  and warranties set forth on Annex II hereto with respect to any
Canadian Plan,  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 Company, no
officer,  director, or employee of the Company or any Subsidiary  (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
     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  material to the Company or any
     Subsidiary  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 in excess of $10,000  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, 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.  Set forth in Schedule 3.22 is a
complete  list showing the names and  positions of all  salaried  employees  and
exclusive  consultants who are currently being compensated in the aggregate from
the  Company  or any  Subsidiary  at an  annualized  rate of  $100,000  or more,
together with a statement of the current annual salary,  the bonus  compensation
paid or payable with respect to the fiscal year ended  December 31, 1994 and the


                                       24
<PAGE>

material  fringe  benefits  of such  employees  and  exclusive  consultants  not
generally  available to all employees of the Company and its  Subsidiaries.  The
Company  has made  available  to Omnicom a complete  list  showing (a) all bonus
compensation paid or payable in the aggregate  (whether by agreement,  custom or
understanding) to any salaried employees of the Company and its Subsidiaries for
services rendered during the fiscal years ended December 31, 1994, (b) 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, and (c) a description  of the Company's
normal severance benefits.

     Section  3.23  No Changes  Since the Balance  Sheet Date. Since the Balance
Sheet Date, except as specifically  stated on Schedule 3.23 (or another Schedule
to this Agreement) or as contemplated or otherwise  permitted under the terms of
this Agreement,  neither the Company nor any Subsidiary has (a) permitted any of
its assets to be  subjected to any Lien other than a Permitted  Lien,  (b) sold,
transferred  or  otherwise  disposed of any assets or  properties  except in the
ordinary  course  of  business  and which  had an  aggregate  value of less than
$25,000,   (c)  made  any  capital  expenditure  or  commitment  therefor  which
individually or in the aggregate exceeded $100,000,  (d) declared or paid or set
aside for  payment  any  dividends  or made any  distribution  on any  shares of
Company Stock,  or redeemed,  purchased or otherwise  acquired any shares of the
Company  Stock or any option,  warrant or other right to purchase or acquire any
such  shares  other than stock  repurchases  in  accordance  with the  Company's
Articles  of  Incorporation,  (e) paid or  incurred  any  obligation  to pay any
bonuses  to  employees  other than as accrued  for on the  Balance  Sheet or for
"spot" bonuses incurred in the ordinary course of business aggregating less than
$50,000,  (f) increased or prepaid its indebtedness  for borrowed money,  except
current  borrowings  in the  ordinary  course of  business  under  credit  lines
disclosed on the Balance Sheet, or made any loan to any Person other than to any
employee  for normal  travel  and  expense  advances  or  relocation  allowances
consistent   with   past   practice,   (g)   written   down  the  value  of  any
work-in-process,   or  written  off  as  uncollectible  any  notes  or  accounts
receivable,  except  write-downs  and  write-offs  in  the  ordinary  course  of
business,  none of which  individually  or in the aggregate,  is material to the
Company and its  Subsidiaries  taken as a whole (h) 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 $200,000 or
more, or entered into any employment  agreement which is not cancelable  without
penalty  or  financial   obligation   within  30  day(s)  and  which  has  total
compensation  of more  than  $500,000  over the term  thereof,  or except in the
ordinary course of business to any other  employees,  (i) canceled or waived any
claims or rights of  substantial  value,  (j) made any  change in any  method of
accounting,   (k)   otherwise   conducted  its  business  or  entered  into  any
transaction,  except in the usual and ordinary manner and in the ordinary course
of its business, (l) amended in any material respect or terminated any agreement


                                       25
<PAGE>

which is  material to its  business,  (m)  renewed,  extended or modified in any
material  respect any lease of real property or except in the ordinary course of
business any lease of personal  property,  (n) adopted,  amended in any material
respect or terminated any Plan, or (o) 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  approvals  required  under the HSR Act and the
MBCA, 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 Company of this Agreement and the  consummation of
the transactions contemplated hereby.

     Section 3.25  Corporate  Controls. To the best  knowledge,  information and
belief of the Company,  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  Company  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  special  meeting of  stockholders  of the Company 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.


                                       26
<PAGE>

     Section  3.27  Brokers.  Except as set forth on Schedule  3.27,  no broker,
finder,  agent or  similar  intermediary  has acted on behalf of the  Company in
connection  with this Agreement or the  transactions  contemplated  hereby,  and
except as set forth on Schedule 3.27 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.

     Section  3.28  Opinion of Financial  Advisor.  The Company has received the
oral  opinion of  McDonald & Company  Securities,  Inc.,  to the effect that the
consideration  to be received  in the Merger is fair from a  financial  point of
view to the  stockholders  of the Company,  and a true and complete  copy of its
written  opinion  will be  delivered  to Omnicom no later than the filing of the
Registration Statement with the SEC.

     Section 3.29  Transaction Costs. The legal, accounting,  other professional
fees and  expenses,  including  the fees and  expenses  of  McDonald  &  Company
Securities,  Inc.,  incurred or to be incurred by the Company in connection with
this  Agreement and the  transactions  contemplated  hereby,  including  without
limitation the  preparation  of the Prospectus  Materials as provided in Section
7.1 and the transactions  contemplated thereby  (collectively,  the "Transaction
Costs") will not exceed $800,000.

     Section 3.30  Copies of Documents; Schedules.  The Company has caused to be
made  available  for  inspection  and  copying by Omnicom  and OmniSub and their
advisers, true, complete and correct copies of all documents referred to in this
Article  III or in any Annex or  Schedule.  The  Schedules  referred  to in this
Article  III have been  previously  delivered  to  Omnicom  and  OmniSub  by the
Company.

                                   ARTICLE IV

                     REPRESENTATIONS OF OMNICOM AND OMNISUB

     Omnicom and OmniSub,  jointly and  severally,  represent and warrant to the
Company 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. OmniSub is a corporation duly organized,  validly existing and in good
standing  under the laws of the State of  Michigan.  Each of Omnicom and OmniSub
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  Agreements.  Each of Omnicom and
OmniSub has the full corporate  power and authority to enter into this Agreement
and to perform its respective obligations hereunder.  The execution and delivery


                                       27
<PAGE>

of  this  Agreement  by  Omnicom  and  OmniSub  and  the   consummation  of  the
transactions  contemplated  hereby  have been duly  authorized  by all  required
corporate action on behalf of Omnicom and OmniSub.  This Agreement has been duly
and validly  executed and  delivered  by Omnicom and OmniSub  and,  assuming due
authorization,  execution  and delivery by the Company,  constitutes  the legal,
valid and binding obligation of Omnicom and OmniSub, enforceable against each of
them in accordance with its terms.

     Section 4.3  Restrictive Documents. Except for approvals required under the
HSR Act,  neither Omnicom nor OmniSub 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  any  provision  of the
charter documents or by-laws of Omnicom or OmniSub; (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  Omnicom or OmniSub is a party or by or to which  Omnicom or OmniSub 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 OmniSub or
their respective assets or properties;  or (iv) result in a violation by Omnicom
or  OmniSub of any  statute,  law or  regulation  of any  jurisdiction  which is
applicable to the business or operations of Omnicom or OmniSub.

     Section 4.4  Omnicom  Stock. The shares of Omnicom Stock to be delivered to
the  stockholders of the Company  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  Company  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 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.  Since December 31, 1991, Omnicom has filed all forms, reports


                                       28
<PAGE>

and  documents  with the SEC  required to be filed by it pursuant to the federal
securities  laws  and  the  SEC  rules  and  regulations  thereunder  (the  "SEC
Reports"),  all of which  complied in all material  respects with the applicable
requirements  of the Securities Act and the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"). None of the SEC Reports, at the time filed (and in
the case of the 1992 and 1993  Annual  Reports on Form  10-K,  as amended by the
applicable  Form 10-K/A)  contained any untrue  statement of a material fact, or
omitted 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 SEC 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  OmniSub,   any  investigation   by),  any  governmental  or  other
instrumentality  or agency,  pending or, to the best knowledge,  information and
belief of Omnicom  and  OmniSub,  threatened  against  Omnicom  or OmniSub  with
respect to this Agreement or the transactions contemplated hereby, or 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 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 OmniSub 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 OmniSub or their  affiliates  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 Omnicom
or  OmniSub 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


                                       29
<PAGE>

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.  The
Registration  Statement will comply as to form in all material respects with the
provisions  of the  Securities  Act and the  rules and  regulations  promulgated
thereunder.

     Section  4.10  OmniSub.  OmniSub  was formed  solely for the purpose of the
Merger and  engaging in the  transactions  contemplated  hereby.  As of the date
hereof  and the  Effective  Time,  the  capital  stock of OmniSub is and will be
directly owned 100% by Omnicom. Further, there are not as of the date hereof and
there will not be at the Effective Time any  outstanding or authorized  options,
warrants,  calls, rights,  commitments or any other agreements requiring OmniSub
to issue,  transfer,  sell,  purchase,  redeem or acquire  any shares of capital
stock. As of the date hereof and the Effective  Time,  except for obligations or
liabilities  incurred in connection with its  incorporation  or organization and
the  transactions  contemplated  hereby,  OmniSub  has not  and  will  not  have
incurred,  directly or  indirectly  through any  subsidiary  or  affiliate,  any
obligations  or liabilities or engaged in any business or activities of any type
of kind  whatsoever  or entered into any  agreements  or  arrangements  with any
person or entity.

     Section  4.11  Copies of  Documents;  Schedules. Omnicom  and OmniSub  have
caused to be made  available for  inspection  and copying by the Company and its
advisers,  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 Company by Omnicom or OmniSub.


                                   ARTICLE V

                            COVENANTS OF THE COMPANY

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

     Section 5.1  Regulatory and Other  Approvals. The Company 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 the Company to consummate the transactions contemplated
hereby  including  without  limitation  those  described on Schedule  3.24,  (b)


                                       30
<PAGE>

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  OmniSub 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 OmniSub 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 Company 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
Company's covenants contained in Section 5.1, the Company will (a) take promptly
all  actions  necessary  to make the filings  required of the Company  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 Company 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  Full Access. The Company will (a) provide  Omnicom and OmniSub
and  their  respective  officers,  employees,  counsel,  accountants,  financial
advisors, consultants and other representatives (collectively,  "Advisors") with
full access,  upon reasonable  prior notice and during normal business hours, to
the  executive  officers  and  agents  of the  Company  who  have  any  material
responsibility  for  the  conduct  of  the  business  of  the  Company  and  its
Subsidiaries,  to the Company's  accountants and their work papers,  but only to
the extent that such access does not unreasonably interfere with the business of
the  Company  and its  Subsidiaries  and (b)  furnish  Omnicom,  OmniSub and the
Advisors with all such  information  and data concerning the Company as Omnicom,
OmniSub  or  the  Advisors  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 Company or
any Subsidiary.

     Section 5.4  No Solicitations.The Company will not take, nor will it permit
any affiliate (or authorize or permit any investment banker,  financial advisor,
attorney,  accountant or other Person  retained by or acting for or on behalf of
it or any such  affiliate)  to take,  directly  or  indirectly,  any  action  to
solicit,   encourage,   receive,   negotiate,  assist  or  otherwise  facilitate


                                       31
<PAGE>

(including by furnishing  confidential  information with respect to the Company)
any offer or inquiry  concerning the  acquisition of the Company from any Person
(a  "Potential  Acquiror")  other  than  Omnicom  or  OmniSub  (an  "Acquisition
Proposal");  provided,  however,  that the Board of  Directors  on behalf of the
Company may furnish or cause to be furnished information  concerning the Company
pursuant to appropriate confidentiality agreements and may engage in discussions
or negotiations  with a Potential  Acquiror  concerning an Acquisition  Proposal
through its  representatives  provided that prior to furnishing such information
or entering into such negotiations and discussions the Board of Directors of the
Company  shall  conclude in good faith on the basis of advice  from  independent
counsel that such action is required in order for such Board of Directors to act
in a manner which is consistent with its fiduciary  obligations under applicable
law. The Company shall promptly  inform Omnicom,  orally and in writing,  of the
material  terms  and  conditions  of any  proposal  or offer  for,  or which may
reasonably be expected to lead to, an Acquisition  Proposal that it receives and
the identity of the Potential Acquiror.  The Company shall immediately cease any
existing  activities,  discussions or negotiations with any parties with respect
to any Acquisition Proposal.

     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  Company  will  operate  the  business  of the  Company  and the
Subsidiaries only in the ordinary course consistent with past practice.  Without
limiting the generality of the foregoing, except required by Section 5.14 and as
contemplated  by or otherwise  permitted  by the terms of this  Agreement or any
Schedule  hereto,  the Company 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  OmniSub),  which  consent  shall not be
unreasonably withheld:

          (i)  other  than  pursuant  to this  Agreement,  selling,  leasing  or
     otherwise disposing of all or a substantial part of its assets or business;

          (ii) amending its Articles of  Incorporation or by-laws (or equivalent
     charter documents);

          (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;


                                       32
<PAGE>

          (vi) engaging in any liquidation or dissolution;

          (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)  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 new line of business;

          (x)  prepaying any  indebtedness  for borrowed  money;  or creating or
     modifying any of the terms of any of the following financial  arrangements:
     any Lien on any of its assets or  properties  other than a Permitted  Lien;
     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;

          (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;

          (xii)  making any loans to any employee  other than normal  travel and
     expense  advances or relocation  allowances,  in each case  consistent with
     past practices, 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  existing  employee
     whose total annual  compensation would after such increase exceed $200,000;
     paying bonuses to any existing  employees  except to the extent accrued for
     on the Balance Sheet and spot bonuses aggregating not more than $50,000; or
     entering into any  employment  agreement  which is not  cancelable  without
     penalty  or  financial  obligation  within  30 days  and  which  has  total
     compensation of more than $500,000 over the term thereof;

          (xv)  entering  into any  contract  or  agreement  with any officer or
     director;


                                       33
<PAGE>

          (xvi)  except  as  set  forth  on  Schedule  5.5,  entering  into  any
     affiliation  arrangement with any advertising agency, other than Omnicom or
     any affiliate thereof;

          (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;  or  repurchasing,
     redeeming or otherwise  acquiring any of its shares of capital stock (other
     than under stock repurchase  agreements  existing as of the date hereof and
     described on Schedule 3.8); or repurchasing  any  outstanding  units issued
     under the EPU Plan;

          (xviii)  amending in any  material  respect any  contract or agreement
     material to its business;

          (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  except in respect of  arrangements
     relating to the Kmart reduction in force, as set forth on Schedule 3.22;

          (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 contrary
     to the best interests of Omnicom and its subsidiaries;

          (xxii) except as set forth on Schedule 5.5,  creating or modifying any
     Plan or entering into or modifying any  employment  agreement  which is not
     cancelable without penalty or other obligation on 30 days notice;

          (xxiii)  entering into any  transaction  or  performing  any act which
     would be  reasonably  likely to result  in any of the  representations  and
     warranties  of the Company  contained in this  Agreement not being true and
     correct in any  material  respect;  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 Company contained herein; and

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

     Section 5.6  Financial Information. Within 10 business days after the close
of each month between the Execution Date and the Closing Date, the Company shall
furnish to Omnicom the unaudited  consolidated balance sheets of the Company and


                                       34
<PAGE>

the  Subsidiaries,  as at the close of such month, and the related  consolidated
statements  of income and (with  respect to quarterly  consolidated  statements)
cash flows 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  OmniSub  pursuant  to Section  3.4 above,
provided that such unaudited  financial  statements shall not contain  footnotes
and shall be subject to normal year-end adjustments and accruals.

     Section  5.7  Notice and Cure. The Company  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
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 Company, occurring after the Execution
Date that causes or will cause any covenant or  agreement  of the Company  under
this  Agreement  to be  breached or that  renders or will  render  untrue in any
material respect any representation or warranty of the Company contained in this
Agreement  as if  the  same  were  made  on or as of the  date  of  such  event,
transaction or circumstance. The Company 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 Company, of any representation,  warranty, covenant or agreement made by the
Company 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 or shall in any way limit  Omnicom's  right to seek  indemnity
under Article XI.

     Section 5.8  Termination  of Pension Plan.  The Company shall not undertake
any action to terminate  the Ross Roy, Inc.  Pension Plan (the  "Pension  Plan")
without and in accordance  with the prior written  consent and  instructions  of
Omnicom.

     Section 5.9  Consultation. Between the Execution Date and the Closing Date,
the Company will consult with management of Omnicom and the  Diversified  Agency
Services  Division of Omnicom with a view to informing such management as to the
operation and management of the Company and the  Subsidiaries.  The Company will
use commercially reasonable efforts to preserve the business organization of the
Company and the Subsidiaries,  to preserve the present business relationships of
the  Company  and the  Subsidiaries,  and to  preserve  all of the  confidential
information and trade and business secrets of the Company and the Subsidiaries.

     Section  5.10  Company  Stockholder  Approval.  Within  five days after the
Registration  Statement  becomes  effective,  the Company shall give notice of a
special  meeting of its  stockholders  to be held not more than 30 days from the


                                       35
<PAGE>

date of such notice for the purpose of voting on and approving,  inter alia, (i)
this Agreement and the  transactions  contemplated  hereby,  and (ii) the Escrow
Agreement and the transactions  contemplated  thereby,  and the designation of a
representative  (the  "Representative")  to act on behalf of the  holders of the
Company Stock immediately prior to the Effective Time (the  "Stockholders")  and
the Former Eligible Employee  Holders,  including naming one or more alternative
individuals  to  act  as   Representative  in  the  event  that  the  designated
Representative  shall have died,  resigned  or  otherwise  become  incapable  or
unwilling to act as  Representative  and providing for an appropriate  selection
procedure if all of such named  alternatives are unwilling or unable to serve as
Representative.  Approval  of the  Escrow  Agreement  and the  selection  of the
Representative  (and  successors)  shall be included in a resolution to be acted
upon by the  Stockholders.  Such  resolution  shall provide for, inter alia, the
Stockholders  acceptance of the  Representative  as the collective  agent of the
Stockholders  and the Former  Eligible  Employee  Holders under the terms of the
Escrow Agreement;  and authorize such  Representative to (w) execute and deliver
the Escrow Agreement and any documents incident or ancillary thereto,  including
without  limitation,  any  amendments,  cancellations,  extensions or waivers in
respect  thereof,  (x)  respond  to and make  determinations  in  respect of the
assertion of any and all claims for  indemnification  by Omnicom,  and to assert
claims,  pursuant to terms of the Escrow  Agreement  and the  provisions of this
Agreement pertaining thereto, (y) execute and deliver any stock powers which may
be required to be executed by any  Stockholder or any Former  Eligible  Employee
Holder in order to permit the delivery to Omnicom of any shares of Omnicom Stock
to be  delivered  to  Omnicom  from  the  Escrow  Fund in  accordance  with  the
provisions of the Escrow  Agreement,  and (z) take all such other actions as may
be necessary or desirable to carry out his  responsibilities as collective agent
of the  Stockholders  and  Former  Eligible  Employee  Holders in respect of the
Escrow  Agreement.  The  Company  shall  use its best  efforts  to  obtain  such
stockholder  approval.  Subject to the exercise of fiduciary obligations imposed
under  applicable  law as advised by  independent  counsel,  the  Company  will,
through its Board of Directors,  recommend to its  stockholders  approval of the
Merger,  the  transactions   contemplated  by  this  Agreement  and  the  Escrow
Agreement, and the appointment of the Representative.

     Section  5.11  Tax  Returns. The Company  will cause to be prepared all tax
returns of the  Company and its  Subsidiaries  required to be filed prior to the
Effective Time with respect to the taxable year ended December 31, 1994.  Except
as  Omnicom  and the  Company  may  agree,  such  returns  will be  prepared  in
accordance  with the past  practices of the Company  (including  tax  accounting
methods,  tax elections and similar items), to the extent permitted by law. Such
returns  shall be  furnished  to  Omnicom no later than 15 days prior to the due
date thereof for Omnicom's  approval,  which approval shall not be  unreasonably
withheld or delayed.

     Section 5.12  Fulfillment of Conditions.Subject to the terms and conditions
of this  Agreement,  the Company  will  execute and deliver at the Closing  each
agreement  that the  Company  is  required  hereby to execute  and  deliver as a
condition to the Closing, will take all commercially  reasonable steps necessary


                                       36
<PAGE>

or  desirable  and proceed  diligently  and in good faith to satisfy  each other
condition to the obligations of Omnicom and OmniSub  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  5.13  Repayment  of  Indebtedness;   Removal  of  Guarantee.   All
indebtedness  of  directors,  officers  and  employees  of  the  Company  or any
Subsidiary  to the  Company or any  Subsidiary  shall be repaid in full prior to
December 31, 1995,  other than routine travel and expense advances or relocation
allowances made (x) in the ordinary  course of business,  (y) within the 90 days
prior to the Closing  Date,  and (z)  consistent  in amount with past  practice.
Effective  no later then the  Effective  Time,  the  Company's  guarantee of the
borrowings by certain executive  officers referred to in item (d)(5) of Schedule
3.8, has been terminated.

     Section 5.14  Stock  Repurchase  Agreements. The Company shall have paid in
full all obligations  owing by it under promissory notes to former  stockholders
of the Company in respect of the Company's repurchase of Company Stock from such
former stockholders so that the shares of Company Stock held in escrow to secure
all such payments have been released to the Company and retired.


                                   ARTICLE VI

                        COVENANTS OF OMNICOM AND OMNISUB

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

     Section 6.1  Regulatory and Other  Approvals.  Omnicom and OmniSub 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 OmniSub 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 Company 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 Company to consummate the  transactions  contemplated  hereby.  Omnicom will


                                       37
<PAGE>

provide  prompt  notification  to the Company 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 Company 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
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 Company
in connection with the Company'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  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  Notice and Cure. Omnicom or OmniSub will notify the Company 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 OmniSub, occurring after the Execution Date that causes or will cause
any  covenant or  agreement  of Omnicom or OmniSub  under this  Agreement  to be
breached  or that  renders or will  render  untrue in any  material  respect any
representation  or warranty of Omnicom or OmniSub contained in this Agreement as
if the  same  were  made  on or as of the  date of such  event,  transaction  or
circumstance. Omnicom or OmniSub also will notify the Company 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 OmniSub, of any representation,  warranty, covenant or agreement made
by Omnicom  or  OmniSub 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 6.5  Fulfillment of Conditions. Subject to the terms and conditions
of this  Agreement,  Omnicom and OmniSub  will  execute and deliver or cause the
execution and delivery at the Closing each agreement that Omnicom and OmniSub 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


                                       38
<PAGE>

desirable  and  proceed  diligently  and in good  faith to  satisfy  each  other
condition to the obligations of the Company 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 6.6  Blue Sky; New York Stock Exchange Listing. Omnicom and OmniSub
will use their best  efforts to (a) obtain no later than the  effective  date of
the  Registration   Statement  all  necessary  state  securities  and  blue  sky
authorizations  required  to issue the  Omnicom  Stock as  contemplated  by this
Agreement (and pay all expenses  incident  thereto) 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 6.7  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 Exchange Act.

     Section 6.8  Indemnification of Directors and Officers.

          (a) Except to the extent required by law, for as long as the directors
     and officers liability  insurance is required to be maintained under clause
     (b)  below,  Omnicom  will not take any  action so as to  amend,  modify or
     repeal the provisions for indemnification of directors, officers, employees
     or agents  contained in the articles of  incorporation  or bylaws (or other
     comparable  charter  documents)  of  the  Surviving   Corporation  and  its
     Subsidiaries  (which as of the Effective Time shall be no less favorable to
     such  individuals than those maintained by the Company and its Subsidiaries
     on the date  hereof)  in such a manner as would  materially  and  adversely
     affect the rights of any  individual  who shall have  served as a director,
     officer,  employee or agent of the Company or any of its Subsidiaries prior
     to the Effective Time to be indemnified by such  corporations in respect of
     their serving in such capacities prior to the Effective Time.

          (b) Except as provided in the next  sentence,  Omnicom shall cause the
     Surviving Corporation to maintain in effect for not less than six years the
     current  policies of  directors'  and  officers'  liability  insurance  and
     fiduciary liability  insurance  maintained by the Company and the Company's
     Subsidiaries with respect to matters occurring prior to the Effective Time;
     provided,  however, that Omnicom, at the Surviving  Corporation's cost, may
     substitute  therefor policies of substantially the same coverage containing
     terms and conditions which are no less favorable than any such insurance in
     effect  immediately  prior  to  the  Effective  Time.  Notwithstanding  the
     foregoing,  Omnicom  shall  not be  required  to pay in any year an  annual
     premium for such  insurance  in excess of $50,000,  and shall cease to have
     any  obligation  under  this  Section  6.8 as soon as it (or the  Surviving
     Corporation)  shall  have  expended  an  aggregate  of  $275,000  for  such
     insurance.  In any year in which the annual  premium shall exceed  $50,000,
     Omnicom shall  maintain (if insurance is  obtainable) at least the level of


                                       39
<PAGE>

     such insurance as may be obtained at an annual premium of $50,000.


                                  ARTICLE VII

                                MUTUAL COVENANTS

     Omnicom,  OmniSub and the  Company  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,  OmniSub  and the Company  shall
furnish all  information  relating  to  Omnicom,  OmniSub or the Company and its
Subsidiaries,  as the case may be, reasonably  necessary in order to prepare the
Prospectus.

     Section 7.2  Affiliates' Representation 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  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.

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

     Section 7.4  Public Announcements.  Omnicom,  OmniSub and the Company  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


                                       40
<PAGE>

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.


                                  ARTICLE VIII

                CONDITIONS TO OBLIGATIONS OF OMNICOM AND OMNISUB

     The  obligations  of Omnicom and OmniSub  hereunder to effect the Merger on
the Closing Date are subject to the  fulfillment,  at or before the Closing,  of
each of the following  conditions (except with respect to Sections 8.8 and 8.10,
all or any of which may be waived in whole or in part by  Omnicom,  on behalf of
itself and OmniSub, in its sole discretion):

     Section  8.1  Representations  and  Warranties.   The  representations  and
warranties made by the Company 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,
and the Company shall have delivered to Omnicom and OmniSub a certificate, dated
the Closing Date, to such effect.

     Section 8.2 Good Standing Certificates. The Company shall have delivered to
Omnicom and OmniSub a certificate from the Department of Commerce (or comparable
official) of the State of Michigan and each jurisdiction in which the Company is
qualified to do business,  to the effect that the Company is in good standing in
such  jurisdiction  (together with the applicable tax status  certificate).  The
Company  shall have  delivered  to Omnicom  and OmniSub a  certificate  from the
Secretary  of State (or  comparable  official) of each  jurisdiction  in which a
Subsidiary  is organized  or  qualified to do business,  to the effect that such
Subsidiary  is  in  good  standing  in  such  jurisdiction  (together  with  the
applicable tax status certificate).

     Section 8.3  Performance.The Company shall have performed and complied with
the agreements,  covenants and  obligations  required by this Agreement to be so
performed  or  complied  with by the Company at or before the  Closing,  and the
Company  shall have  delivered to Omnicom and OmniSub a  certificate,  dated the
Closing Date, to such effect.

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


                                       41
<PAGE>

     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  and  remain in  effect,  in each case to
restrain or invalidate the consummation by the Company of this Agreement and the
transactions contemplated hereby.

     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,   OmniSub  and  the  Company  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 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's  stockholders  shall  have  been
recorded to authorize  and to approve the  transactions  contemplated  hereby in
accordance with applicable provisions of Michigan law.

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

     Section  8.10  Pooling  of  Interests  Accounting.  The SEC  shall not have
objected to  Omnicom's  treatment  of the Merger as a  pooling-of-interests  for
accounting purposes.

     Section 8.11  Opinion of Counsel. Omnicom and OmniSub  shall have  received
the opinions of counsel to the Company, dated the Closing Date, substantially in
the forms and to the effect of Exhibits C-1, C-2 and C-3 hereto.


                                       42
<PAGE>

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

     Section 8.13 Employment Agreements. The Company and each of the individuals
listed on  Schedule  8.13  shall  have  entered  into an  employment  agreement,
substantially  in the form  previously  approved  by each  such  individual  and
Omnicom.

     Section 8.14  Non-Competition Agreements. Each of the individuals listed on
Schedule   8.14  shall  have  entered  into  a   non-competition   agreement  in
substantially the form of Exhibit D hereto.

     Section  8.15  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 8.16 Material Adverse Effect. Except for the execution and delivery
of this Agreement and the transactions 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 in
the  aggregate,  could  reasonably  be expected to result in a Material  Adverse
Effect.

     Section 8.17  Proceedings.  All  proceedings to be taken on the part of the
Company 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 OmniSub,  and Omnicom and OmniSub  shall have  received
copies of all such  documents  and other  evidences  as Omnicom  and OmniSub may
reasonably  request in order to establish the consummation of such  transactions
and the taking of all proceedings in connection therewith.

     Section 8.18  No Withholding  Certificate. The Company shall have delivered
to Omnicom the  statement  described in Section  1445(b)(3)  of the Code and the
regulations thereunder,  to the effect that the Company is not, and has not been
during the period  specified in Section  897(c)(1)(A)(ii)  of the Code, a United
States real property holding  corporation as defined in Section 897(c)(2) of the
Code.


                                       43
<PAGE>

                                   ARTICLE IX

                    CONDITIONS TO OBLIGATIONS OF THE COMPANY

     The  obligations of the Company  hereunder to effect the Merger 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 Company in its sole discretion):

     Section  9.1  Representations  and  Warranties.   The  representations  and
warranties  made by Omnicom  and  OmniSub 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 OmniSub shall have delivered to the Company a certificate, dated the
Closing Date, to such effect.

     Section 9.2 Good Standing Certificates. Omnicom shall have delivered to the
Company 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 OmniSub  shall
have  delivered to the Company a certificate  from the Department of Commerce of
the State of  Michigan to the effect  that  OmniSub is in good  standing in such
state.

     Section  9.3  Performance.  Omnicom and OmniSub  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 OmniSub at or
before the Closing,  and Omnicom and OmniSub shall have delivered to the Company
a certificate, dated the Closing Date, to such effect.

     Section 9.4 Certified Resolutions. Omnicom and OmniSub shall have delivered
to the Company a copy of the  resolutions  of the boards of directors of each of
Omnicom and OmniSub 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 OmniSub, 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 and  remain in  effect,  in each case,  to
restrain or invalidate the  consummation by Omnicom or OmniSub of this Agreement
and the  transactions  contemplated  hereby,  and Omnicom and OmniSub shall have
delivered to the Company a certificate, dated the Closing Date, to such effect.

     Section 9.6  Regulatory Consents and Approvals. All consents, approvals and
actions of, filings with and notices to any governmental or regulatory authority
necessary  to  permit  the  Company,   Omnicom  and  OmniSub  to  perform  their


                                       44
<PAGE>

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  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's  stockholders  shall  have  been
recorded to authorize  and to approve the  transactions  contemplated  hereby in
accordance with applicable provisions of Michigan law.

     Section  9.9  Opinion of  Counsel.  The  Company  shall have  received  the
opinions of Davis & Gilbert,  counsel to Omnicom and OmniSub,  dated the Closing
Date,  substantially  in the  form and to the  effect  of  Exhibits  E-1 and E-2
hereto.

     Section  9.10  Escrow  Agreement. Omnicom  and the Escrow  Agent shall have
entered into the Escrow Agreement.

     Section 9.11  Material Adverse Effect.Except for the execution and delivery
of this Agreement and the transactions to take place pursuant hereto on or prior
to the Closing Date, since the Execution Date there shall not have occurred with
respect to Omnicom any material  adverse  change in the condition  (financial or
otherwise), liabilities, results of operations, assets, properties or businesses
of Omnicom and its subsidiaries  taken as a whole, or any events or developments
which, individually or in the aggregate,  could reasonably be expected to have a
material adverse change in the condition (financial or otherwise),  liabilities,
results of  operations,  assets,  properties  or  businesses  of Omnicom and its
subsidiaries taken as a whole .

     Section 9.12  Fairness Opinion. The Company shall have received the written
opinion from McDonald & Company Securities, Inc. referenced in Section 3.28.

     Section  9.13  Proceedings.  All  proceedings  to be  taken  on the part of
Omnicom and OmniSub in connection  with the  transactions  contemplated  by this
Agreement and all documents incident thereto shall be reasonably satisfactory in


                                       45
<PAGE>

form and substance to the Company, and the Company shall have received copies of
all such documents and other evidences as the Company may reasonably  request in
order to establish the  consummation of such  transactions and the taking of all
proceedings in connection therewith.


                                   ARTICLE X

                             ADDITIONAL AGREEMENTS

     Section 10.1  Termination.  This Agreement may be terminated and the Merger
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 Company,
     Omnicom and OmniSub;

          (b) either  Omnicom and OmniSub,  on the one hand, or the Company,  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  financial  condition,
     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  OmniSub or the
     Company 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;

          (d) either  Omnicom and OmniSub,  on the one hand, or the Company,  on
     the other hand, if the Closing Date has not occurred  prior to the close of
     business on December 29, 1995;

          (e) either  Omnicom and OmniSub,  on the one hand, or the Company,  on
     the other  hand,  at any time prior to the  scheduled  Closing  Date 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 29, 1995; or

          (f) by the Board of  Directors  of the Company if the  Company  enters
     into a definitive  agreement accepting an Acquisition Proposal (or resolves
     to do so) which the Board of Directors concludes in good faith on the basis


                                       46
<PAGE>

     of advice  from  independent  counsel  that (i) such  action is required in
     order for such Board of Directors  to act in a manner  which is  consistent
     with its fiduciary  obligations  imposed under  applicable law and (ii) the
     Acquisition  Proposal would be an economically  superior alternative to the
     Merger for the Company's stockholders.

     Section 10.2  Effect of Termination. (a) If this Agreement is terminated as
provided in Section 10.1 hereof, except as provided in Section 10.2(b) below and
as otherwise  provided in this clause (a), this Agreement 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.

     (b) In the event that  either (i) the  Company or Omnicom  terminates  this
Agreement  pursuant to Section 10.1 (e) following a failure of the  stockholders
of the  Company to approve  this  Agreement  and the  transactions  contemplated
hereby,  if before the special meeting of stockholders of the Company to approve
this Agreement and the transactions  contemplated hereby there shall have been a
proposal  or offer  for an  Acquisition  Proposal  which at the time of the such
stockholders  meeting  shall not have been rejected by the Board of Directors of
the Company,  or (ii) the Company  terminates this Agreement pursuant to Section
10.1(f),  then the Company  shall,  within one business  day after  receipt of a
request from Omnicom, pay to Omnicom in cash a termination fee of $1,000,000.


                                   ARTICLE XI

                           SURVIVAL; INDEMNIFICATION

     Section 11.1 Survival. Subject to the limitations set forth in Section 11.4
hereof, the respective representations,  warranties, covenants and agreements of
the Company,  Omnicom and OmniSub  contained in this  Agreement  (including  the
Annexes  hereto) 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.

     Section 11.2  Obligation to Indemnify. Subject to the limitations set forth
in Section 11.4 hereof, the Stockholders,  pro-rata together with the EPU Holder
and the Former Eligible Employee  Holders,  through the provisions of the Escrow
Agreement,  agree to indemnify Omnicom, OmniSub and their respective affiliates,


                                       47
<PAGE>

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,  (i)  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,  except that if a suit is
commenced  against the Surviving  Corporation the reasonable  attorneys' fees of
the Surviving  Corporation to defend such suit shall not be included  within the
definition  of Losses and only payments of a judgment or settlement of such suit
shall be included  within such  definition) of whatever kind and nature,  to the
extent not covered by  insurance  maintained  for the benefit of the  applicable
Indemnified Parties (collectively, "Losses"), that may be imposed on or incurred
by the  Indemnified  Parties  as a  consequence  of or in  connection  with  any
inaccuracy  or breach of any  representation  or  warranty  or  covenant  of the
Company  contained in or made  pursuant to this  Agreement,  or the breach of or
failure by the Company to perform or discharge any of its obligations under this
Agreement or under the transactions contemplated hereby, and (ii) payment of any
judgment or  settlement  in respect of any matter set forth on Schedule  3.10 in
excess of the  $400,000  aggregate  reserves  recorded  for such  matters on the
Company's  financial  records,  all of which are  contingencies  whose  outcomes
cannot reasonably be determined as at the date 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. Omnicom  shall  promptly give notice
(the  "Claims  Notice")  to  the   Representative   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.  The Claims  Notice with respect to the matters set forth in
Section 3.10 shall be deemed to have been given by Omnicom.

     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"),  Omnicom shall have the right to defend
or prosecute such Third Party Claim through counsel of Omnicom's own choosing.


                                       48
<PAGE>

     11.3.3  Cooperation. The Representative, on behalf of the Stockholders, the
EPU  Holder and the Former  Eligible  Employee  Holders,  shall be  entitled  to
participate  in  the  defense  or  prosecution  of any  such  claim,  demand  or
litigation  at his own  expense  and through  counsel of his own  choosing,  but
control thereof shall remain with Omnicom.

     11.3.4  Settlements. Omnicom may not settle any claim, demand or litigation
which would give rise to an indemnification  claim hereunder without the consent
of the  Representative,  which  consent  may  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  Sections 3.26 and 3.27 hereof) with respect to Losses  arising out of any
of the matters referred to in clause (i) of Section 11.2 may be reimbursed until
such time as  claims,  actions or other  Asserted  Liabilities  with  respect to
Losses  arising  out of any of the  matters  referred  to in Section  11.2 shall
exceed $250,000 in the aggregate (in which case the Company shall be liable only
for all  Losses  in excess  of  $250,000).  Losses  arising  out of an  Asserted
Liability  under Sections 3.26 or 3.27, and judgments or settlements  (in excess
of the $400,000  aggregate reserve) arising out of the matters referred to under
clause (ii) of Section 11.2 shall be reimbursable without regard to the $250,000
cushion.

     11.4.2  Termination of Indemnification Obligations and Other Limitations.

          (i) Except as provided in the next  sentence,  the  obligation  of the
     Stockholders,  the EPU Holder and the Former Eligible  Employee  Holders 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 financial  results of the
     Surviving Corporation following the Effective Time or (y) one year from the
     Effective Time; provided, however, that (A) claims for Losses arising under
     clause  (i)  of  Section  11.2  asserted  in  writing  on or  prior  to the
     Termination  Date shall  survive  until they are  decided and are final and
     binding upon Omnicom and the Representative (on behalf of the Stockholders,
     the EPU Holder and the Former Eligible Employee Holders) as contemplated by
     the Escrow Agreement,  and (B) no claim for Losses arising under clause (i)
     of Section 11.2 may be asserted after the  Termination  Date. The foregoing
     limitation  shall  not  apply  with  respect  to  matters  as to  which  an
     Indemnified  Party is  entitled  to be  indemnified  under  clause  (ii) of
     Section 11.2.

          (ii) The parties agree that the satisfaction of liabilities  under the
     Escrow Agreement, and the procedures to be followed in respect thereof, are
     

                                       49
<PAGE>

     subject to the specific provisions of such Escrow Agreement relating to the
     release of the Escrow Fund.

          (iii) The  rights of Omnicom  and the other  Indemnified  Parties  set
     forth in this  Article XI are the  exclusive  remedy and in lieu of any and
     all other  rights and remedies  with  respect to Losses  arising out of the
     matters  specified  in Section  11.2,  and such Losses  shall be  satisfied
     solely  from the Escrow  Fund in  accordance  with the  provisions  of this
     Article XI and the  provisions  of the Escrow  Agreement,  and  Omnicom and
     OmniSub agree that none of the Indemnified  Parties shall have any recourse
     for the payment of any Losses of any kind whatsoever  arising under Section
     11.2 against the past, present or future stockholders,  directors, officers
     and  employees of the Company,  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  Fund in
     accordance with the Escrow Agreement.

     11.4.3  Treatment.  Any payments to an Indemnified Party under this Article
XI (or under  the  Escrow  Agreement)  shall be  treated  by the  parties  as an
adjustment to purchase price.

     11.4.4  Effect of Taxes. A payment due and payable by the Stockholders, the
EPU Holder and the Former  Eligible  Employee  Holders  hereunder  (or under the
Escrow Agreement) with respect to the matters set forth under Section 11.2 shall
be decreased to the extent of any net  reduction in Taxes  actually  realized by
Omnicom or one of its subsidiaries  upon its payment of Losses,  and taking into
account  the tax  consequences  to the  Indemnified  Party of the receipt of any
payment  due and  payable  by the  Stockholders,  the EPU  Holder and the Former
Eligible Employee Holders under this Article XI (or under the Escrow Agreement).


                                  ARTICLE XII

                                 MISCELLANEOUS

     Section  12.1  Expenses.  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, financial
advisors and accountants.

     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 Michigan without reference to its conflict of laws provisions.


                                       50
<PAGE>

     Section  12.3  "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.

     Section 12.4  "Knowledge"  Defined.  Where any  representation and warranty
contained  in  this  Agreement  is  expressly  qualified  by  reference  to best
knowledge,  information and belief of a party, such term shall be limited to the
actual   knowledge   of  the   executive   officers  of  the  party  making  the
representation  and warranty and such knowledge that would have been  discovered
by such executive officers after due and reasonable inquiry.

     Section 12.5  "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 12.6  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  12.7  Confidentiality.  Unless  and until the  Closing  shall have
occurred  and  except  as may be  required  in  connection  with (i) any  public
announcement that Omnicom, OmniSub and the Company have executed this Agreement,
or (ii) any governmental  filings  contemplated  under this Agreement,  Omnicom,
OmniSub and the Company  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 10.1 hereof
or  otherwise,  each party shall (and Omnicom and OmniSub  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  12.7  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  12.8  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


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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:

     If to either Omnicom or to OmniSub, addressed to:

                Omnicom Group Inc.
                437 Madison Avenue
                New York, New York 10022
                Attention: Chief Executive Officer, Diversified Agency Services
                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 the Company, addressed to:

                Ross Roy Communications, Inc.
                100 Bloomfield Hills Parkway
                Bloomfield Hills, Michigan 48304
                Attention: Chief Executive Officer
                Fax: (810) 433-6421



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                with a copy to:

                Dykema Gossett PLLC
                Suite 300
                1577 North Woodward Avenue
                Bloomfield Hills, Michigan 48304
                Attention: Rex E. Schlaybaugh, Jr.
                Fax: (810) 540-0763

     Section  12.9  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.

     Section 12.10 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 12.11  Counterparts.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

     Section  12.12  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.   The  Company  makes  no
representation  or  warranty  to Omnicom or OmniSub  except as set forth in this
Agreement  (including  the Annexes) and the  Schedules  hereto.  This  Agreement
supersedes all prior oral and written agreements and understandings  between the
parties with respect to such subject matter.

     Section  12.13  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  12.14  Third Party  Beneficiaries. Each party hereto  intends that
this  Agreement  shall not  benefit or create any right or cause of action in or
onbehalf  of any person  other  than the  parties  hereto  and their  respective
successors and assigns as permitted under Section 12.9.

     Section 12.15  Extension; Waiver. The Company, on the one hand, and Omnicom
(on behalf of itself and  OmniSub),  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)


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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.

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<PAGE>


     IN WITNESS WHEREOF,  Omnicom,  OmniSub and the Company 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/ JOHN D. WREN
                                      ---------------------------------------
                                      Name:  John D. Wren
                                      Title: Chief Executive Officer, 
                                             Diversified Agency Services 
                                             Division of Omnicom Group, Inc.



                                   RRC ACQUISITION INC.


                                   By:   /S/ JOHN D. WREN
                                      ---------------------------------------   
                                      Name:  John D. Wren
                                      Title: President



                                   ROSS ROY COMMUNICATIONS, INC.


                                   By:   /S/ PETER MILLS
                                      ---------------------------------------
                                      Name:  Peter Mills
                                      Title: Chief Executive Officer




                                       55
