Agreement Amending Intercompany Credit Agreement

Exhibit 4.8


AGREEMENT
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THIS AGREEMENT made as of April 26, 2000, by and between True North Communications Inc., a Delaware corporation ("True North") and Modem Media . Poppe Tyson, Inc., a Delaware corporation ("Modem Media").


W I T N E S S E T H
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WHEREAS, True North has agreed to convert, and cause its subsidiaries to covert, Modem Media's Class B shares to Class A shares; and


WHEREAS, True North and Modem Media wish to facilitate the conversion of Class B shares to Class A shares.


NOW, THEREFORE, the parties, intending to be legally bound, agree that on the date True North and its subsidiaries convert Class B common stock to Class A common stock (the "Effective Date") the following provisions shall apply:


1. Amendment to Stockholders Agreement. The Stockholders Agreement dated
----------------------------------- May 4, 1999 by and among True North, Modem Media and Gerald M. O'Connell, and Robert C. Allen, II shall be amended as follows:


a) The date "June 30, 2000" in Paragraph 5 (ii) of the Stockholders
Agreement is hereby deleted in its entirety and "April 26, 2000" shall
be substituted therefore; and


b) Paragraph 4 of the Stockholders Agreement shall be deleted in its
entirety and the following shall be substituted therefore:


"Following the Expiration Date until such time as True North ...