MERGER AGREEMENT





                                executed between





                           ADVERTISING ANTWERPEN B.V.

                     CANTABRO CATALANA DE INVERSIONES, S.A.

                    COMPANIA DE CARTERA E INVERSIONES, S.A.

                                   DEYA, S.A.

                             HAVAS ADVERTISING S.A.

                                INVERMARO, S.A.

                  INVERSIONES Y SERVICIOS PUBLICITARIOS, S.A.

                               CALLE ARCOS, S.L.





                                                                29 November 1998

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                                MERGER AGREEMENT





BETWEEN:



On one hand,



DEYA, S.A., a Luxembourguese company, duly incorporated and existing under the

laws of Luxembourg, ("Deya"), represented in this act by Mr. Fernando Rodes

Vila.



ADVERTISING ANTWERPEN B.V., a Dutch company, duly incorporated and existing

under the laws of The Netherlands, ("Advertising Antwerpen"), represented in

this act by Mr. Fernando Rodes Vila.



COMPANIA DE CARTERA E INVERSIONES, S.A., a Spanish company, duly incorporated

and existing under the laws of Spain ("Compania de Cartera e Inversiones"),

represented in this act by Mr. Fernando Rodes Vila.



CANTABRO CATALANA DE INVERSIONES, S.A., a Spanish company, duly incorporated and

existing under the laws of Spain, ("Cantabro Catalana") represented in this act

by Mr. Fernando Rodes Vila.



INVERMARO, S.A., a Spanish company, duly incorporated and existing under the

laws of Spain ("Invermaro"), represented in this act by Mr. Fernando Rodes Vila.



INVERSIONES Y SERVICIOS PUBLICITARIOS, S.A., a Spanish company, duly

incorporated and existing under the laws of Spain ("ISP"), represented in this

act by Mr. Fernando Rodes Vila.



(the "MP Shareholders").



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AND



On the other hand,



HAVAS ADVERTISING SA, a societe anonyme duly incorporated and existing under the

laws of France whose registered office is at 84, rue de Villiers, 92683

Levallois-Perret, represented in this act by Mr. Alain de Pouzilhac, as chairman

of the Board of Directors ("HA").



(Jointly, MP Shareholders and HA, referred as the "Parties").



WHEREAS



Media Planning, S.A. ("MP") and its directly or indirectly controlled entities

(together the "MP Group") is principally engaged in the business of media

planning and buying, including the activities of research, strategy definition,

tactical planning, negotiation and buying (the "Media Business").



HA and its directly or indirectly controlled entities (together the "HA Group")

is also engaged in the Media Business, both through specialized entities and

through advertising agencies of the HA Group.



Reference to "MP Media Business" or "HA Media Business" will be understood to

include all the Media Business of the respective group of companies.  Reference

to any transfer of Media Business shall be understood to include all necessary

assets and related liabilities unless otherwise clearly indicated in the text.



The MP Shareholders and HA wish to combine their Media Business into one entity

which would either directly or through subsidiaries undertake in the long term

all the Media Business activities of HA Group and MP Group, and jointly develop

the combined entity.



NOW THEREFORE THE PARTIES HAVE HEREBY AGREED AS FOLLOWS



Definitions:

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



Terms are defined in the text of the contract where most appropriate.  For ease

of reference, all terms are indexed in Annex A.



                                       2

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1.  The Transaction

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



1.1.  General Framework



1.1.1.  Venture vehicle and participation

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



The Parties or HA, as may be agreed by the Parties prior to the execution of the

Implementation Agreements, will transfer, subject to the terms herein, all their

Media Business to ISP or MP ("New MP"), a Spanish limited liability company

(hereinafter the "Merger").  Method of transfer of the Media Business will be

effected on a case by case basis as described below in clause 1.2. and 1.3.

Assets and activities transferred to New MP will be valued as agreed in clause

1.4, though the Parties agree that the final share participation in New MP, if

the contribution is made to ISP, will be:



HA.                                             45,000%

Deya                                            22,000%

Advertising Antwerpen                           16,775%

Compania de Cartera e Inversiones               11,000%

Cantabro Catalana de Inversiones                 2,750%

Invermaro                                        2,475%



If Media Planning, S.A. becomes New MP, the resulting participation will be:



HA.                                             45,000%

Deya                                            22,000%

Compania de Cartera e Inversiones               11,000%

Cantabro Catalana de Inversiones                 2,750%

ISP                                             15,950%

Calle Arcos                                      1,650%

Invermaro                                        1,650%



Any differences arising as a result of the valuation from the percentages agreed

above (the "Agreed Percentages") will be settled on the Merger Date among the

Parties as established in clause 1.6.



1.1.2.  Timetable

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



The Merger will be effected on the basis of the following timetable:



1.  Execution of this Agreement ("Starting Date").



2.  Before January 15th, 1999, a legal, tax (limited to a review of the auditors

    papers and conclusions, unless such review rises doubts about the tax

    treatment of a material issue)



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3.   and information technology due diligence of the contributed assets will be

     effected pursuant to clause 1.2.1.



4.   Exchange of 1998 Proforma Accounts on or before January 15th, 1999.



5.   Approvals as established in clause 12.



6.   January 24th, 1999  :  execution of the Implementation Agreements (the

     "Implementation Date").



7.   Public announcements as provided in clause 7.1.2 (January 25th, 1999).



8.   During the first quarter of 1999, the Independent Auditor will review the

     1998 Proforma Accounts presented by the Parties, presenting its report

     on/or prior to March 31st, 1999, from which review adjustments to the

     initial valuation may result.



9.   As soon as all prior reorganization activities and the audit by the

     Independent Auditor referred above are effected, the Parties will agree on

     a date in which to effect the contributions to New MP (the "Merger Date").

     The Merger Date shall be no later than June 30th, 1999. Effect of the

     Merger as between the Parties is agreed to be from January 1st, 1999.





10.  The contribution of the U.S. and Mexico HA Business Media, will be effected

     during 1999 as established in clause 1.3.

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