
                                                                       Exhibit A

                                ESCROW AGREEMENT

   
     ESCROW  AGREEMENT,  dated ________,  1995 (the "Escrow  Agreement"),  among
OMNICOM GROUP INC., a New York corporation ("Omnicom"); ROSS ROY COMMUNICATIONS,
INC., a Michigan corporation (the "Surviving  Corporation");  CHRIS A. LAWSON as
Representative  (the  "Representative")  of the former  stockholders of Ross Roy
Communications,  Inc., a Michigan  corporation  (the  "Company");  and THE CHASE
MANHATTAN BANK, N.A., as Escrow Agent (the "Escrow Agent").

     Omnicom,  RRC Acquisition Inc. ("OmniSub") and the Company are parties to a
certain  Agreement  and  Plan  of  Merger  dated  June  15,  1995  (the  "Merger
Agreement"),  pursuant to which Omnicom  acquired the Company through the merger
of OmniSub with and into the Company.  Under the Merger  Agreement,  the Company
has  made  certain  representations  and  warranties,   and  undertaken  certain
obligations,  to Omnicom,  and the former stockholders of the Company,  together
with the former holder of the Company's  equity  participation  units and Former
Eligible Employee Holders (as such term is defined in the Company's  Articles of
Incorporation  immediately  prior to the  Effective  Time),  whose  rights  were
settled  in shares of  Omnicom  Stock  (collectively  referred  to herein as the
"Shareholders") through the mechanism of this Escrow Agreement have approved the
indemnification  of  Omnicom  against  certain  Losses  which  Omnicom  or other
Indemnified Parties may sustain or to which Omnicom or other Indemnified Parties
may be subjected (as more fully set forth in the Merger Agreement).  Pursuant to
the Merger Agreement,  the Shareholders have approved the creation of an "Escrow
Fund" in accordance  with the terms of this Agreement to secure Omnicom  against
such  Losses.  Any claims  made by Omnicom  against  the Escrow  Fund are herein
collectively called "Claims", and individually a "Claim"; however, a Claim shall
become reimbursable hereunder only if, and to the extent that, it becomes "Final
Claim for Reimbursement", as defined in Section 2.4 hereof. Terms defined in the
    

<PAGE>

   
Merger Agreement that are not otherwise  defined herein are used herein with the
meanings  ascribed to them therein;  a list of such terms is attached  hereto as
Exhibit 1.
    

     The  appointment  of the  Representative  and  the  terms  of  this  Escrow
Agreement were approved by the  Shareholders of the Company at a Special Meeting
of Shareholders held on ________, 1995.

     Accordingly, the parties hereby agree as follows:

1.  ESTABLISHMENT OF ESCROW FUND

     1.1  Simultaneously  herewith,  pursuant to the Merger Agreement,  Chemical
Bank, in accordance  with  instructions  from  Omnicom,  is depositing  with the
Escrow Agent on behalf of the Shareholders,  certificates registered in the name
of the  Shareholders,  representing  in the  aggregate  the  number of shares of
Omnicom Stock set forth opposite each Shareholder's name in Column I of Schedule
A hereto,  together  with stock  powers in respect  of such  certificates,  duly
executed in blank. Such Omnicom Stock, and any other property distributable with
respect thereto or in exchange  therefor and held in the Escrow Fund as provided
in Section  4.2  hereto,  are herein  collectively  referred  to as the  "Common
Stock".  The Escrow  Fund  shall be held by the Escrow  Agent and shall be dealt
with by the Escrow Agent in  accordance  with the terms and  conditions  of this
Escrow Agreement.

     1.2 Specific  Funds within the Escrow Fund.  The Omnicom Stock set forth in
Column I of Schedule A hereto  (having an aggregate  Market Value of $2,525,000)
shall constitute that portion of the Escrow Fund which is sometimes  hereinafter
referred to as the  "General  Escrow  Fund" and the  Omnicom  Stock set forth in
Column II of Schedule A hereto (having an aggregate  Market Value of $1,300,000)
shall constitute that portion of the Escrow Fund which is sometimes  hereinafter
referred to as the "Additional Escrow Fund".

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<PAGE>

2.  PROCEDURES WITH RESPECT TO CLAIMS

   
     2.1 General  Claims by Omnicom.  (a) If an  Indemnified  Party has a Claim,
including a Claim arising from a suit, action,  proceeding or investigation by a
third party that may result in any Losses  under  clause (i) of Section  11.2 of
the Merger  Agreement  ("General  Losses" and the Claims with  respect  thereto,
"General  Claims"),  Omnicom  shall give notice  thereof  (the  "General  Claims
Notice")  substantially  in the form of and in conformity with the  instructions
contained in Exhibit 2 hereto to the Representative and to the Escrow Agent. The
General  Claims Notice shall  describe the General  Claim in reasonable  detail,
shall indicate the amount (estimated,  if necessary, and to the extent feasible)
of the General  Losses  that have been or may be suffered by Omnicom  and/or the
applicable  Indemnified  Party,  as the case  may be.  General  Losses  shall be
reimbursed solely out of the General Escrow Fund.
    

     (b) Within 30 days after  Omnicom shall give the  Representative  a General
Claims Notice (or sooner, if the nature of the Asserted  Liability so requires),
the  Representative,  by notice to Omnicom  with a copy to the Escrow Agent (the
"Representative's  Notice"),  either  shall (a) concede  liability in whole with
respect to such General Claim,  (b) demand that an arbitration  proceeding under
Section  2.3  hereof be held  within 30 days  after the  Determination  Date (as
defined in Section  2.3(b))  to  determine  whether  such  General  Claim is one
covered by Section 11.2 of the Merger Agreement and this Escrow Agreement and/or
in the case of matters  other than Third Party Claims to determine the amount of
the General Claim, or (c) concede  liability in part and demand such arbitration
in part. The failure by the Representative to give the  Representative's  Notice
within the specified  period shall be deemed a concession of liability in whole.
The  Representative  shall be  afforded  reasonable  access  by  Omnicom  to the
documentation  relating to any Asserted  Liability  included in a General Claims
Notice  as  may  under  the   circumstances   reasonably   be  required  by  the
Representative to make a determination required to be made by the Representative

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<PAGE>

under this Section 2.1.

     2.2 Special Claims by Omnicom.  (a) It is agreed that the matters listed on
Schedule 3.10 to the Merger  Agreement set forth  contingencies  whose  outcomes
cannot reasonably be determined as at the date hereof, and that the Shareholders
have  conceded  that  judgments or  settlements  with respect to such matters in
excess of the  $400,000  aggregate  reserves  recorded  for such  matters on the
Company's financial records are indemnifiable  Losses covered by Section 11.2 of
the Merger Agreement.  All such judgments and settlements are herein referred to
as "Special  Losses",  and the Claims with respect  thereto,  "Special  Claims."
Special Losses shall be reimbursed solely out of the Additional Escrow Fund.

     (b) At such time as the outcome of a Special Loss has been determined, such
that the  contingency  with  respect  thereto  shall have become  liquidated  in
amount,  Omnicom shall give notice  thereof to the  Representative  requesting a
distribution  to it out of the  Additional  Escrow  Fund of a  specified  dollar
amount (the "Liquidated Request"). Within 30 days thereafter, the Representative
shall  give a  Representative's  Notice  in which he either  shall  (a)  concede
liability with respect to the Liquidated  Request,  in whole or in part, and/or,
(b) if  any  part  of  the  Liquidated  Request  is  disputed,  demand  that  an
arbitration  proceeding  under  Section  2.3 be held  within  30 days  after the
Determination  Date or  thereafter  to  resolve  the  dispute  in respect of the
Liquidated   Request.   The   failure   of  the   Representative   to  give  the
Representative's Notice within the specified period shall be deemed a concession
of liability in whole with respect to the Liquidated Request. The Representative
shall be afforded reasonable access by Omnicom to the documentation  relating to
any Special Claim as may under the  circumstances  reasonably be required by the
Representative to make a determination required to be made by the Representative
under this Section 2.2.

     2.3 Arbitration.  (a) If any demand shall be made for arbitration hereunder
in respect of any Claim, Liquidated Request or other matter in dispute hereunder

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<PAGE>

   
between the Representative and Omnicom, such Claim, Liquidated Request or matter
shall be settled by  arbitration  in Detroit,  Michigan,  before one  arbitrator
chosen from the Commercial Panel in accordance with the Rules then pertaining of
the American  Arbitration  Association.  Omnicom and the  Surviving  Corporation
shall  each pay  one-half  of the  fees  and  expenses  of the  arbitrator.  The
arbitrator  shall  consider only the items in dispute and shall be instructed to
act within thirty days to resolve all items in dispute.  The "final decision" of
the arbitrator  shall be a conclusive  determination  of the matter and shall be
binding upon the  Representative,  the  Shareholders,  Omnicom and the Surviving
Corporation,  and  shall  not be  contested  by  any  of  them.  In  making  its
determination  the  arbitrator  shall be  instructed  to take into  account  the
definition of Losses,  the  limitations of liability  applicable to Losses,  and
other provisions of Article XI of the Merger Agreement.
    

     (b)  Notwithstanding  anything to the contrary contained in this Agreement,
the first date on which an  arbitration  shall take place  pursuant to a party's
demand therefor shall be on the "Determination  Date", which shall be the second
business day  following  the date one year from the date  hereof.  All Claims or
Liquidated  Requests  as to  which  a  party  shall  have  theretofore  demanded
arbitration  (in whole or in part) shall be submitted to the  Arbitrator at that
time  for  final   determination.   Demands  for  arbitration   made  after  the
Determination  Date shall be submitted to  arbitration  as and when such demands
are made.

     2.4 Final Claims for Reimbursement.  All Claims or Liquidated  Requests for
which the  Representative  shall  have  conceded  liability,  or shall have been
deemed to have conceded  liability  pursuant to the provisions of Section 2.1 or
2.2,  shall be final and  binding  upon the  Representative,  the  Shareholders,
Omnicom  and the  Surviving  Corporation.  If the  Representative  shall  demand
arbitration  as provided in Section 2.1 or 2.2, the Claim or Liquidated  Request
that was objected to shall become final and binding upon Omnicom,  the Surviving
Corporation,  the  Representative and the Shareholders upon (a) a final decision

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<PAGE>

in arbitration  as provided in Section 2.3 hereof,  or (b) upon the matter being
otherwise  agreed to in writing by Omnicom  and the  Representative.  A Claim or
Liquidated  Request  which is final and  binding  upon  Omnicom,  the  Surviving
Corporation,  the  Shareholders and the  Representative  as of any given time is
hereinafter  called  a  "Final  Claim  for  Reimbursement";   Final  Claims  for
Reimbursement may be "Final General Claims for  Reimbursement" if they relate to
General Losses or may be "Final Special Claims for Reimbursement" if they relate
to Special Losses.  Upon  compliance with the procedures  prescribed in Sections
2.1, 2.2 and 2.3 hereof, to the extent applicable,  Omnicom,  from time to time,
shall  give  notice  to the  Escrow  Agent,  with a copy to the  Representative,
setting  forth all Final  Claims for  Reimbursement  in their  respective  exact
aggregate amounts.

     2.5 Limitation of Claims. Notwithstanding anything to the contrary herein:

          (a) None of the General  Escrow Fund will be released and delivered to
     Omnicom  pursuant to any Claim  (other than a Claim under  Section  3.26 or
     3.27 of the  Merger  Agreement)  except to the  extent  that the  aggregate
     amount of all Final General Claims for Reimbursement (ignoring any Claim(s)
     under  Section  3.26 or 3.27 of the Merger  Agreement)  exceeds  the sum of
     $250,000 and then only to the extent of such excess.  Special Losses may be
     asserted  against the Additional  Escrow Fund, and Final Special Claims for
     Reimbursement  shall  be  reimbursed  out of the  Additional  Escrow  Fund,
     without regard to the $250,000 "cushion."

          (b) Any payment to be made from, or any  reservation  to be made in or
     against,  the  General  Escrow  Fund  or  the  Additional  Escrow  Fund  in
     accordance  with  Section 3 hereof  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 or judgments or  settlements,  and
     taking into account the tax  consequences  to Omnicom of the receipt of any
     payment due and payable to Omnicom under this Escrow Agreement.



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<PAGE>

3.  DISTRIBUTIONS FROM ESCROW FUND

     3.1 Definitions.  As used herein:  "First Distribution Date" shall mean the
business  day next  following  the earlier of (i) the date  following  the first
independent  audit  report,  if any, of the  financial  results of the Surviving
Corporation  following the Effective Time or (ii) one year from the date hereof;
and "Final  Distribution  Date" shall mean the first  business  day on which all
matters  reserved  against in respect of General Claims and Special Claims shall
have been finally  determined or settled.  If no matters are or remain  reserved
against on the First  Distribution  Date, the First Distribution Date shall also
be the Final  Distribution  Date. Omnicom shall give notice to the Escrow Agent,
with a copy to the Representative, five business days prior to the occurrence of
the First Distribution Date.

     3.2  Reimbursement  of Final  Claims for  Reimbursement  Before or On First
Distribution  Date. From the date of this Escrow  Agreement to and including the
First  Distribution  Date,  the Escrow Agent from time to time shall (subject to
Section 2.5) transfer and deliver to Omnicom (a) such number of shares of Common
Stock  forming  the  General  Escrow  Fund as shall  have a value  (computed  in
accordance  with  Section  3.7  hereof)  equal to the Final  General  Claims for
Reimbursement which have not previously been paid to Omnicom and (b) such number
of shares of Common  Stock  forming the  Additional  Escrow Fund as shall have a
value  (computed  in  accordance  with  Section 3.7  hereof)  equal to the Final
Special Claims for Reimbursement which have not previously been paid to Omnicom;
provided  however,  that in no event shall Omnicom receive any distribution from
the Escrow Fund prior to such time as Omnicom  releases and publishes  financial
results of the  combined  operations  of Omnicom and the  Surviving  Corporation
covering  a period of at least 30 days  after the  Effective  Time of the Merger
Agreement.  Omnicom shall promptly give notice to the Escrow Agent,  with a copy
to the Representative,  of the release and publishing of such financial results.
Omnicom and the Representative  agree that it is the intent of this Section 3.2,


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<PAGE>

that no  distribution of Common Stock will be made to Omnicom out of the General
Escrow Fund or the  Special  Escrow  Fund prior to the First  Distribution  Date
unless the Representative shall have otherwise agreed in writing.

     3.3  Reservation  of  Amounts  at First  Distribution  Date.  On the  First
Distribution Date:

     (a) the Escrow Agent shall  reserve in the General  Escrow Fund such number
of shares of Common  Stock as shall have a value  (computed in  accordance  with
Section 3.7 hereof)  equal to the sum of (i) an amount in respect of the amounts
claimed in all General Claims Notices given pursuant to Section 2.1 hereof which
have not become Final Claims for Reimbursement,  but which are still asserted by
Omnicom and are then pending and  undecided  ("Pending  General  Claims") as set
forth in a  certificate  signed by Omnicom  and  delivered  to the Escrow  Agent
(provided, that if the Representative does not agree on such amount, the dispute
shall be submitted by the  Representative  to  arbitration  in  accordance  with
Section 2 hereof  and the  determination  of the  arbitrator  shall be final and
conclusive;   and  further  provided  that  pending  the  determination  of  the
arbitrator,  the amount to be reserved shall be the amount  certified in writing
to the  Escrow  Agent by  Omnicom);and  (ii) the  aggregate  amount of all Final
General Claims for Reimbursement not theretofore paid to Omnicom; and

     (b) the Escrow  Agent  shall  reserve the  Additional  Escrow Fund in full,
unless  all  Special  Losses  shall have  theretofore  become  Final  Claims for
Reimbursement,  in which case the Escrow Agent shall  reserve in the  Additional
Escrow  Fund  such  number  of  shares  of  Common  Stock as shall  have a value
(computed in accordance  with Section 3.7 hereof) equal to the aggregate  amount
of all Final Special Claims for Reimbursement not theretofore paid to Omnicom.

     3.4  Distribution  at First  Distribution  Date. On the First  Distribution


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<PAGE>

Date, the Escrow Agent shall deliver to Omnicom any shares reserved  pursuant to
3.3(a)(ii) or 3.3(b) with respect to Final Claims for  Reimbursement  above, and
shall deliver to the Shareholders in accordance with their respective  interests
that  portion of the  General  Escrow  Fund  equal to the  entire  amount of the
General Escrow Fund as originally deposited in accordance with Section 1 hereof,
less the sum of (a) all amounts  theretofore  delivered  from the General Escrow
Fund to Omnicom pursuant to Section 3.2 hereof and (b) the amount of the General
Escrow  Fund  reserved   pursuant  to  Section  3.3  hereof.  If  the  foregoing
calculation  results in a negative amount, no portion of the General Escrow Fund
shall be  delivered  to the  Shareholders  at the First  Distribution  Date.  In
addition,  if all Special Losses shall have theretofore  become Final Claims for
Reimbursement,  the Escrow Agent shall deliver to the Shareholders in accordance
with their respective interests that portion of the Additional Escrow Fund equal
to the entire amount of the  Additional  Escrow Fund as originally  deposited in
accordance  with Section 1 hereof,  less the sum of (c) all amounts  theretofore
delivered  from the  Additional  Escrow Fund to Omnicom  pursuant to Section 3.2
hereof and (d) the amount of the  Additional  Escrow Fund  reserved  pursuant to
Section 3.3 hereof.  If not all Special  Losses  shall have  theretofore  become
Final  Claims  for  Reimbursement  or if  the  foregoing  calculation  as to the
Additional  Escrow  Fund  results  in a  negative  amount,  no  portion  of  the
Additional  Escrow  Fund shall be  delivered  to the  Shareholders  at the First
Distribution Date.

     3.5 Distributions after the First Distribution Date

     (a) As to Pending General  Claims,  after the First  Distribution  Date, as
each Pending General Claim reserved for on the First  Distribution  Date becomes
(x) a Final Claim for Reimbursement,  or (y) is withdrawn by Omnicom,  or (z) is
determined  pursuant to a final decision in arbitration (as described in Section
2.3) not to be a proper Claim,  the Escrow Agent shall,  subject to Section 2.5,
deliver  (a) to Omnicom,  such number of shares of Common  Stock as shall have a
value  (computed in accordance with Section 3.7 hereof) equal to the Final Claim
for  Reimbursement  which results from the determination of such Pending General
Claim (and not  previously  paid to  Omnicom),  and (b) to the  Shareholders  in
accordance  with their  respective  interests,  such  number of shares of Common
Stock as shall have a value  (computed  in  accordance  with Section 3.7 hereof)
equal to the  amount,  if any,  of the excess of the  reserve  for such  Pending


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<PAGE>

General  Claim over the General  Final  Claim for  Reimbursement,  if any,  with
respect to such Pending General Claim; provided, however, that no delivery shall
be made  hereunder to the  Shareholders  unless the  aggregate  amount  reserved
(after giving  effect to such  delivery)  for all Pending  General  Claims is at
least equal to the aggregate  amount of such Pending  General  Claims;  provided
further,  that it is understood  that no Common Stock  retained  after the First
Distribution  Date in respect of Pending  General  Claims shall be available for
the settlement of any Special Claims.

     (b) As to  Special  Claims,  after the  First  Distribution  Date,  as each
Special Claim becomes (x) a Final Claim for Reimbursement or (y) is withdrawn by
Omnicom,  the Escrow  Agent  shall  from time to time  transfer  and  deliver to
Omnicom such number of shares of Common Stock forming the Additional Escrow Fund
as shall have a value  (computed in accordance with Section 3.7 hereof) equal to
such Final Special  Claim for  Reimbursement.  No delivery  shall be made to the
Shareholders  out of the  Additional  Escrow  Fund  unless and until all Special
Losses shall have become Final  Claims for  Reimbursement,  in which case and at
which time the Escrow Agent shall deliver (a) to Omnicom,  such number of shares
of Common Stock as shall have a value  (computed in accordance  with Section 3.7
hereof)  equal to the Final  Claims for  Reimbursement  relating to such Special
Losses (and not  previously  paid to Omnicom),  and (b) to the  Shareholders  in
accordance  with  their  respective  interests,  the  balance,  if  any,  of the
Additional Escrow Fund.

     3.6  Distribution  at Final  Distribution  Date. On the Final  Distribution
Date,  the Escrow Agent shall deliver to Omnicom such number of shares of Common
Stock as shall have a value  (computed in accordance with Section 3.7 hereof and
subject to Section 2.5 hereof) equal to the Final Claims for Reimbursement which


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<PAGE>

have not previously been paid to Omnicom,  and shall deliver to the Shareholders
in accordance with their respective interests the balance, if any, of the Escrow
Fund.

     3.7  Valuation.  For all purposes of this Escrow  Agreement,  each share of
Omnicom  Stock shall be valued at  $_____.(1)  If, at any time after the Closing
Date and prior to the date of any  distribution  of Common Stock,  Omnicom shall
effect a stock  dividend,  stock split or  combination  of the Common Stock,  or
other   recapitalization   affecting  the  Common  Stock,   or  shall  effect  a
distribution  (other than a  distribution  of cash  dividends  as  described  in
Section 4.1 hereof) with respect to the Common Stock,  or if Omnicom shall fix a
record date falling on or prior to the date of any  distribution of Common Stock
from the Escrow  Fund for any such stock  dividend,  stock  split,  combination,
recapitalization,  or  distribution  to  take  place  after  the  date  of  such
distribution, the foregoing valuation shall be adjusted appropriately by Omnicom
(but subject to arbitration in accordance with Section 2.3 above in the event of
a dispute).

   
     3.8 Fractional  Shares.  No fractional  shares of the Common Stock shall be
issued or  delivered  pursuant to any  provision  of this Escrow  Agreement.  In
making delivery of the Common Stock to Omnicom or the Representative, the Escrow
Agent  shall  round off (up or down) any  fractional  share  resulting  from any
calculation hereunder to the nearest whole share.
    

     3.9 Allocation. To the extent practicable all distributions made under this
Escrow  Agreement,  whether to Omnicom  or to the  Shareholders,  shall be taken
proportionately  from  the  Common  Stock  held in the  General  Escrow  Fund or
Additional  Escrow  Fund,  as the  case may be,  registered  in the name of each
Shareholder as his respective interest appears on Schedule A hereto.

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

(1)  Insert the Market Value (as defined in the Merger Agreement)

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<PAGE>

     3.10 Distribution  Consent. Any other provision of this Escrow Agreement to
the contrary notwithstanding,  the Escrow Agent shall distribute the Escrow Fund
in such manner at such time or times as Omnicom and the  Representative  may, in
writing, jointly direct.


     3.11 Limitation to Escrow Fund; No Recourse.

     (a) If the aggregate of all Final General Claims For Reimbursement  exceeds
the value of the General  Escrow Fund  (valued in  accordance  with Section 3.7)
then the total balance of such Final General Claims For  Reimbursement  shall be
deemed to be  satisfied  on the release by the Escrow Agent to Omnicom of all of
the  Common  Stock  out of the  General  Escrow  Fund  in  accordance  with  the
provisions of this Agreement.

     (b) If the aggregate of all Final Special Claims For Reimbursement  exceeds
the value of the Additional  Escrow Fund (valued in accordance with Section 3.7)
then the total balance of such Final Special Claims For  Reimbursement  shall be
deemed to be  satisfied  on the release by the Escrow Agent to Omnicom of all of
the  Common  Stock out of the  Additional  Escrow  Fund in  accordance  with the
provisions of this Agreement.

     (c)  Anything   contained   in  this  Escrow   Agreement  to  the  contrary
notwithstanding, none of the Indemnified Parties shall have any recourse for any
Losses arising under Section 11.2 of the Merger Agreement against past,  present
or future directors,  officers or employees of the Company, the Shareholders, or
the  Representative,  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  for  such  Losses  shall be  against  the  Escrow  Fund in
accordance with this Escrow Agreement.

4.  DIVIDENDS AND OTHER DISTRIBUTIONS; VOTING RIGHTS

     4.1 Cash Dividends. All cash dividends in respect of the Common Stock still
then held in escrow, and all other  distributions in respect of the Common Stock


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<PAGE>

   
still then held in escrow that are  taxable  dividends  for  Federal  income tax
purposes (net of any taxes  required to be withheld from such cash  dividends or
other  distributions  by  Omnicom),  shall be paid by  Omnicom  directly  to the
applicable  Shareholder and shall be the sole property of such Shareholder,  and
the Escrow Agent shall have no duty,  liability or  obligation  whatsoever  with
respect thereto.
    

     4.2 Distributions. Distributions of any kind, other than those described in
Section 4.1, shall be made by Omnicom,  if  practicable,  directly to the Escrow
Agent or, if made to any  Shareholder,  shall be delivered by such  Shareholder,
upon request from Omnicom,  to the Escrow Agent. All such distributions shall be
held in escrow  pursuant to the  provisions  of this Escrow  Agreement,  but the
Escrow Agent shall have no duty or  obligation  whatsoever  to require that such
distributions be delivered to it. Any delivery of the Common Stock to Omnicom or
the Representative  after any and all such distributions  shall be appropriately
adjusted  so that  the  distributee  will  be in the  same  position  as if such
distributee had been, on any record date for any such  distribution with respect
to the  Common  Stock,  the  holder of record of the number of shares of Omnicom
Stock distributable to him prior to any such  distributions.  Omnicom shall give
notice to the Escrow Agent, with a copy to the Representative, of the occurrence
of any such  distributions,  at least five business days prior to the occurrence
thereof.

     4.3 Voting.  Each  Shareholder  shall be  entitled  to exercise  all voting
rights with respect to the Common Stock  registered in his name and constituting
the Escrow Fund so long as such Common Stock continues to be held in escrow, and
the Escrow  Agent shall  deliver to such  Shareholder  any proxies  with respect
thereto which the Escrow Agent receives.

5.  SECURITY INTEREST

     (a) The  Shareholders  hereby grant to Omnicom a first  priority  perfected


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<PAGE>

security  interest  in  the  Escrow  Fund  to  secure  the  performance  of  the
indemnification  obligations under Section 11.2 of the Merger Agreement and this
Escrow  Agreement.  The Escrow Agreement shall  constitute a security  agreement
under applicable law.

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

     (c) Omnicom  shall  release the security  interest  herein  granted and the
security  interest shall be terminated to the extent of any  disbursement of the
Escrow Fund  hereunder by the Escrow Agent in accordance  with the terms of this
Escrow Agreement.  Upon final  disbursement of the Escrow Fund to Omnicom or the
Shareholders,  Omnicom  shall do all acts and  things  reasonably  necessary  to
release and extinguish such security interest.  The parties hereto  specifically
agree that the grant of this security  interest pursuant to this Section 5 shall
not in any way modify the procedures the parties hereto must follow with respect
to the release of Common Stock from the Escrow Fund.


                                       14
<PAGE>

6.  ESCROW AGENT'S DUTIES AND FEES

     6.1 Duties Limited. The Escrow Agent undertakes to perform only such duties
as are  expressly  set forth  herein,  and shall not be required to refer to the
Purchase Agreement in carrying out its duties hereunder.  The Escrow Agent shall
not be bound by, or have any responsibility with respect to, any other agreement
between  any  of  the   parties.   The  Escrow  Agent  shall  have  no  duty  or
responsibility  with regard to any loss resulting from the decline in the market
value of the Escrow Fund in  accordance  with the terms of this  Agreement.  The
Escrow Agent need not maintain any insurance with respect to the Escrow Fund.

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

   
     6.3 Good Faith. Each of Omnicom and the Surviving Corporation,  jointly and
severally,  hereby  agrees to  indemnify  the Escrow  Agent for,  and to hold it
harmless against, any loss, liability,  expense (including reasonable attorneys'
fees and expenses),  third party claim and demand,  incurred by it without gross
negligence or bad faith on its part,  arising out of or in  connection  with its
entering into this Escrow Agreement and the carrying out of its duties hereunder
and in any event its liability  shall be limited to direct damages and shall not
include  special  or  consequential  damages;  50% of any such  losses  shall be
payable by Omnicom and 50% shall be payable by the  Surviving  Corporation.  The
    


                                       15
<PAGE>

Escrow Agent may consult with counsel of its own choice, and shall have full and
complete  authorization  and  protection  for any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.  The
foregoing  indemnification  shall survive the resignation of the Escrow Agent or
the termination of this Escrow Agreement.

     6.4 Successor Escrow Agents.  The Escrow Agent may resign and be discharged
from its duties or  obligations  hereunder at any time by giving 30 days' notice
in  writing  of  such  resignation  to  the  Representative  and  Omnicom.   The
Representative  and Omnicom,  together,  shall have the right to  terminate  the
appointment  of the Escrow Agent  hereunder by giving to it notice in writing of
such  termination  specifying  the date upon which such  termination  shall take
effect.  In either such event,  the  Representative  and Omnicom hereby agree to
promptly appoint a successor escrow agent; if the Representative and Omnicom are
unable to  appoint a  successor  escrow  agent  within 25 days  after the Escrow
Agent's  notice  of  resignation,  the  Escrow  Agent  may  petition  a court of
competent  jurisdiction  to appoint a successor.  The parties hereto agree that,
upon demand of such  successor  escrow  agent,  all  property in the Escrow Fund
shall be  turned  over and  delivered  to such  successor  escrow  agent,  which
thereupon shall become bound by all of the provisions hereof.

   
     6.5 Fees and Expenses. Omnicom and the Surviving Corporation each agrees to
pay to the Escrow Agent one-half of the fees determined in accordance  with, and
payable as specified in, the Schedule of Fees attached hereto as Attachment 1 as
compensation  for the services to be rendered by it  hereunder  and to pay or to
reimburse  the  Escrow  Agent for all  reasonable  expenses,  disbursements  and
advances  (including  reasonable  attorneys'  fees)  incurred  or  made by it in
connection with the carrying out of its duties hereunder.
    

7.  WAIVERS

     This Escrow  Agreement may be amended,  superseded or canceled,  and any of


                                       16
<PAGE>

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

8.  NOTICES

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

              If to Omnicom or the Surviving Corporation, to:

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

              if to the Representative, to:

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

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

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


                                       17
<PAGE>

              and if to the Escrow Agent, to:

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


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

9.  GOVERNING LAW

   
     This Escrow  Agreement  shall be governed by, and  construed in  accordance
with, the laws of the State of Michigan  applicable to agreements made and to be
performed entirely within such State; provided, however, that disputes involving
the Escrow Agent  (including  the rights,  duties and  obligations of the Escrow
Agent)  shall be  governed  by the laws of the State of New York  applicable  to
agreements made and to be performed entirely within such State.
    

10.  NO ASSIGNMENT

     This Escrow  Agreement  shall be binding upon,  and inure to the benefit of
the Representative (or his successor) and the successors and assigns of Omnicom,
and the Escrow Agent,  but no delegation of any obligations  provided for herein
may be made by any party hereto without the express written consent of the other
parties  hereto,  except for the  provisions  of Section  6.4 hereof  respecting
successor escrow agents.


                                       18
<PAGE>

11.  JURY WAIVER

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

12.  MISCELLANEOUS

     (a)  The  Surviving  Corporation  agrees  to  bear  up to  $100,000  of the
reasonable  fees and  disbursements  of any attorneys,  accountants or financial
advisors engaged by the  Representative in connection with his responding to and
making  determinations on behalf of the Shareholders in respect of the assertion
of any claims for indemnification by Omnicom,  and to assert claims on behalf of
the   Shareholders,   pursuant   to  the   terms  of  this   Escrow   Agreement.
Notwithstanding  the  foregoing,  Omnicom  shall have the right to satisfy  such
obligation by the release to the Representative of Common Stock from the General
Escrow Fund.

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


                                       19
<PAGE>

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


                                         OMNICOM GROUP INC.


                                         By:

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


                                         ROSS ROY COMMUNICATIONS, INC.


                                         By:
                                            ------------------------------------




                                         ---------------------------------------
                                              Chris A. Lawson, as Representative



                                         THE CHASE MANHATTAN BANK, N.A.


                                         By:
                                            ------------------------------------



                                       20
