EXHIBIT 10(c)
                           MASTER NOTE

Date:     June 16, 1997

     For Value Received, the undersigned (hereinafter called the
"Borrower"), hereby promises to pay three (3) business days
following receipt of demand, to the order of Wachovia Bank of
Georgia, N.A., Atlanta, Georgia (hereinafter called the
"Lender"), at its office where borrowed, the principal sum of
$15,000,000 (Fifteen Million U.S. Dollars) or the aggregate
unpaid principal sum of all advances which the Lender actually
makes hereunder to the Borrower, whichever amount is less,
together with interest in arrears payable on each Interest Due
Date (as hereinafter defined) at a rate computed on the basis of
a 360 day year for the actual number of days in each interest
period, determined as herein set forth.

     Lender, at its sole discretion, is hereby authorized to make
advances under this Note upon telephonic or written communication
of a borrowing request from a duly authorized officer or
representative of Borrower.  At the time of each advance
hereunder, the Borrower and the Lender shall agree on the
maturity date for the payment of the principal amount of such
advance (in absence of earlier demand), the interest rate for
such advance and the dates interest on such advance shall be
payable (the "Interest Due Dates").  The Lender or other holder
shall be and is hereby authorized by the Borrower to set forth on
the reverse side of this Note, or on an attachment hereto: (1)
the amount and date of each advance made hereunder; (2) the
maturity date of each such advance (absent earlier demand); (3)
the interest rate for each such advance; (4) the Interest Due
Dates for each such advance; and (5) each payment of principal
received thereon and the date of such payment; provided, however,
any such notation or the failure to make any such notation shall
not limit or otherwise affect the obligation of the Borrower with
respect to the repayment of all advances actually made hereunder. 
In the event of a good faith dispute among the parties to this
Note as to rate, the rate shall be the Prime Rate.

     After this Note or any advance of this Note shall become
due, whether on demand or otherwise, the unpaid principal of this
Note shall bear interest at a rate per annum equal to 150% of the
Prime Rate not to exceed the maximum rate permitted by applicable
law.  As used herein, "Prime Rate" refers to that interest rate
so denominated and set by the Lender from time to time as an
interest rate basis for borrowings.  The Prime Rate is one of
several interest rate bases used by the Lender.  The Lender lends
at rates above and below the Prime Rate.  Changes in the Prime
Rate shall be effective as of the day of each such change.
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     All payments of any advance hereunder shall be applied first
to accrued interest and then to principal.

     The Borrower may prepay any advance hereunder prior to the
maturity date specified for such advance only with the consent or
upon the demand of the Lender.

     No waiver by the Lender of any provision of this Note shall
be effective unless in writing.  Other than as set forth herein,
all parties to this Note, including makers, endorsers, sureties
and guarantors, whether bound by this or by separate instrument
or agreement, shall be jointly and severally liable for the
indebtedness evidenced by this Note and hereby (1) waive
presentment for payment, demand, protest, notice of nonpayment or
dishonor and of protest and any and all other notices and demands
whatsoever; (2) consent that at any time, or from time to time,
payment of any sum payable under this Note may be extended
without notice, whether for a definite or indefinite time; and
(3) agree to remain liable until the indebtedness evidenced
hereby is paid in full irrespective of any extension,
modification or renewal.  No conduct of the holder shall be
deemed a waiver or release of such liability, unless the holder
expressly releases such party in writing.  In the event the
indebtedness evidenced hereby is collected by or through an
attorney, the holder shall be entitled to recover reasonable
attorneys' fees and all other costs and expenses of collection. 
Time is of the essence.

     This Note shall evidence all advances and payments of
principal made hereunder until it is surrendered to the Borrower
by the Lender, and it shall continue to be used even though there
may be periods prior to such surrender when no amount of
principal or interest is owing hereunder.

     This Note, and the rights and obligations of the parties
hereunder, shall be governed by and construed in accordance with
the laws of the State of New York.

     IN WITNESS WHEREOF the Borrower has executed this Note under
seal the day and year set forth above.

_______________________  THE INTERPUBLIC GROUP OF COMPANIES, INC.
Attest:


Nicholas J. Camera       By: Alan Forster
Title: Secretary         Title: Vice President & Treasurer

(Corporate Seal)