INTERCOMPANY DEMAND NOTE

EXHIBIT 10.2



DATED: November 24, 1998





DEMAND NOTE





US $10,000,000



1. Advances.

--------



(a) FOR VALUE RECEIVED, the undersigned, True North Communications Inc. a Delaware corporation ("Borrower"), hereby unconditionally promises to pay on

-------- demand to the order of Modem Media Advertising Limited Partnership ("Lender"),

------ in lawful money of the United States of America and in immediately available funds, all amounts owed hereunder. Lender agrees to advance from time to time until the Termination Date, such sums as Borrower may request (the "Advances")

-------- up to an aggregate principal amount equivalent to US $10,000,000 Advances shall be made in any combination of Allowable Currencies, as specified below, or such other currencies as may be agreed to by Lender in its sole discretion, and shall be made in immediately-available funds.



(b) Each Advance made by Lender to Borrower and each payment made by Borrower in respect of the outstanding principal amount of this Demand Note shall be evidenced, at Lender's option, either by a notation made by Lender on the schedule attached hereto or in its books and records; provided that no

-------- failure on the part of Lender to make any notation shall waive or relieve Borrower of its obligation to pay any amount from time to time extended hereunder. Each notation by Lender on the schedule attached hereto or in its books and records in respect of the Advances made hereunder shall constitute conclusive and binding evidence of the amounts outstanding hereunder, absent manifest error.



(c) Requests for Advances must be received by Lender in writing or by telephone (telephone requests must be confirmed in writing) by 10:00 a.m. Chicago time on a date that Lender and its banks are open for business (a

"Business Day") that shall be in advance of the date the funds are to be - ------------- delivered by at least the number of Business Days specified below.



Allowable Currencies Notice Requirement

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



US Dollars 1 Business Day





2. Interest.

--------



(a) Borrower further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a fixed rate of 5.75% per annum; provided, however, that upon the occurrence of an

-------- ------- event of default, such interest rate shall equal the rate described above plus 2%.



(b) All accrued and unpaid interest shall be due and payable to Lender on the first Business Day of each quarter in immediately available funds or on such other dates as determined by Lender. If not paid earlier, all accrued interest hereunder shall be due and payable upon the Termination Date.



(c) All computations of interest shall be made in good faith by Lender, and such computations and notices of interest payment dates shall be provided to Borrower as soon as practicable when Advances are outstanding.



3. Payments. All payments and prepayments of principal and interest and

-------- any other obligations hereunder shall be made without setoff or counterclaim in immediately-available funds. Whenever any payment due hereunder shall fall on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees as the case may be.



4. Prepayments. Borrower may prepay any Advances, in whole or in part, at

----------- any time, upon 2 Business Days' notice, provided that any additional costs of borrowing that Lender incurs under ...