SNYDER COMMUNICATIONS INC, S-1/A, 1996-09-23

SNYDER COMMUNICATIONS INC
S-1/A, 1996-09-23
BUSINESS SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1996.

REGISTRATION NO. 333-7495
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 5

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SNYDER COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

7389
(PRIMARY STANDARD INSTITUTIONAL
CLASSIFICATION CODE NUMBER)

52-1983617
(I.R.S. EMPLOYER
IDENTIFICATION NO.)

BRIAN BENHAIM
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 571-1236
(NAME, ADDRESS AND TELEPHONE NUMBER
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
------------------------
Copy to:

THOMAS H. MCCORMICK, ESQ.
SHAW, PITTMAN, POTTS & TROWBRIDGE
2300 N STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-8000
MICHAEL W. BLAIR, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

SNYDER COMMUNICATIONS, INC.

EXPLANATORY NOTE

This registration statement contains a form of prospectus relating to a
United States offering by Snyder Communications, Inc., as well as certain pages
marked X-1 to X-5, which will be used to form a prospectus related to a
concurrent international offering. The prospectuses will be identical except for
such pages. Both prospectuses will be filed with the Securities and Exchange
Commission pursuant to Rule 424(b).
<PAGE> 3

PROSPECTUS

7,800,000 SHARES
SNYDER COMMUNICATIONS, INC. LOGO
COMMON STOCK
------------------------

Of the 7,800,000 shares of Common Stock, par value $.001 per share (the
"Common Stock"), of Snyder Communications, Inc. (together with its directly and
indirectly owned subsidiaries, the "Company" or "Snyder Communications") offered
hereby, 4,038,162 are being offered by the Company and 3,761,838 are being
offered by a stockholder of the Company (the "Selling Stockholder"). Certain
other stockholders of the Company (the "Over-Allotment Selling Stockholders"
and, together with the Selling Stockholder, the "Selling Stockholders") have
granted to the Underwriters options to cover over-allotments, if any. The
Company will not receive any proceeds from the sale of shares of Common Stock by
the Selling Stockholders.

Of the 7,800,000 shares of Common Stock offered hereby, 6,240,000 are being
offered initially in the United States and Canada by the U.S. Underwriters and
1,560,000 shares are being offered initially outside the United States and
Canada by the International Managers. The initial public offering price and the
underwriting discount per share are identical for both Offerings. See
"Underwriting."

Prior to the Offerings, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will be
between $14.00 and $16.00 per share. See "Underwriting" for a discussion of
certain factors to be considered in determining the initial public offering
price.

Upon consummation of the Offerings, executive officers, directors and
director nominees will beneficially own 72.4% of the outstanding Common Stock of
the Company (approximately 69.0% if the Underwriters' over-allotment options are
exercised in full) and, if they act in concert, will have the ability to
exercise substantial influence by virtue of their voting power over matters
requiring stockholder action. See "Principal and Selling Stockholders."

The Common Stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the trading symbol "SNC."

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
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PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2) SELLING STOCKHOLDER
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<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
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Total(3)....................... $ $ $ $
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</TABLE>

(1) The Company, Snyder Marketing Services, Inc., Snyder Communications, L.P.
and the Selling Stockholders have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting expenses of the Offerings payable by the Company, estimated
at $2,000,000.

(3) The Over-Allotment Selling Stockholders have granted to the U.S.
Underwriters and the International Managers options, exercisable within 30
days after the date of this Prospectus, to purchase up to 936,000 and
234,000 additional shares of Common Stock, respectively, solely to cover
over-allotments, if any. If such options are exercised in full, the total
Price to Public, Underwriting Discount, Proceeds to Company and Proceeds to
Selling Stockholders will be $ , $ , $ and
$ , respectively. See "Underwriting."
------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, and subject to
the approval of certain legal matters by counsel for the Underwriters and to
certain other conditions. The Underwriters reserve the right to withdraw, cancel
or modify such offer and to reject orders in whole or in part. It is expected
that delivery of the shares of Common Stock will be made in New York, New York,
on or about September , 1996.
------------------------

MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY
INCORPORATED
MONTGOMERY SECURITIES
------------------------

The date of this Prospectus is September , 1996.

<PAGE> 4

INSIDE FRONT COVER OF PROSPECTUS:

GATEFOLD

On facing page (left side): Photographs of the Company's teleservices
associates calling prospective customers, field sales representatives visiting
prospective customers and the WallBoard(R) and sampling pack programs. Centered
above the photographs is the following statement: "Providing outsourced
marketing services, primarily for Fortune 500 companies."

On Gatefold (two pages): On the left side are photographs of the Company's
teleservices associates calling prospective customers, field sales
representatives visiting prospective customers as well as examples of the
Company's different WallBoards(R). On the right side are photographs of the
Company's training facilities and information technology equipment as well as
examples of the Company's sampling pack and WallBoard(R) programs. Centered
beneath the pictures on the gatefold is the following statement: "Snyder
Communications, Inc., a national provider of outsourced marketing services,
designs and implements programs utilizing a range of complementary marketing
services, including field sales, teleservices, WallBoard(R) information
displays, and product sampling. The Company identifies and targets high value
market segments, in addition to general markets, including residential and small
business customers in multicultural markets (using 16 foreign languages); new
and working parents through maternity wards and daycare centers; patients with
heart conditions, arthritis and diabetes, through healthcare providers' offices;
and business executives through corporate aviation terminals."

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the financial statements
and notes thereto appearing elsewhere in this Prospectus. Unless otherwise
indicated, all information in this Prospectus (a) assumes no exercise of the
Underwriters' over-allotment options and (b) gives effect to the consummation of
the Reorganization (as defined herein) to be effective on or prior to the
effectiveness of the Offerings. As used herein, the "Company" or "Snyder
Communications" means Snyder Communications, Inc. after giving effect to the
Reorganization, including its directly and indirectly owned subsidiaries. Snyder
Communications, Inc. was formed in June 1996 to be the holding company for
Snyder Communications, L.P., a limited partnership established in 1988 (the
"Partnership") in which Snyder Marketing Services, Inc. ("SMS") is the general
partner. On or prior to the effectiveness of the Offerings, the Company will
consummate the Reorganization, pursuant to which the Company will acquire all of
the limited partnership interests of the Partnership and all of the issued and
outstanding stock of SMS. See "The Company."

THE COMPANY

Snyder Communications is a rapidly growing provider of innovative and high
value-added outsourced marketing services. The Company designs and implements
marketing programs for its clients utilizing a range of complementary marketing
resources, including field sales, teleservices, sponsored wallboard information
displays ("WallBoards(R)") and product sampling. The Company's clients are
primarily Fortune 500 companies with large annual marketing expenditures facing
significant competitive pressures to retain or expand market share. Based on
1995 revenues, the ten largest clients of the Company, listed alphabetically,
were AT&T Communications, Inc., Eastman Kodak Company, Gerber Products Company,
Kellogg U.S.A., Inc., The Proctor & Gamble Distributing Company, Lehn & Fink
Products (now a unit of Reckitt & Colman, Inc.), MCI Telecommunications
Corporation, Nestle Beverage Company, The Prudential Insurance Company of
America and Reckitt & Colman, Inc.

The Company enhances the value of its outsourced marketing services by
identifying and targeting high value market segments, in addition to general
markets, in order to increase market share for its clients. For example, the
Company's field sales representatives and teleservices associates have the
capability to market services in 16 foreign languages, in addition to English,
to reach both residential and business customers in multi-cultural markets, as
well as general markets. The Company utilizes its WallBoards(R) and sampling
packs to market products and services through targeted channels of distribution,
including the offices of cardiologists, rheumatologists and orthopedists, and
endocrinologists and diabetologists, to reach patients with heart conditions,
arthritis and diabetes; maternity wards and day care centers to reach new and
working parents; and corporate aviation terminals to reach business executives.
The Company seeks to identify and access market segments with high growth
characteristics.

As of June 30, 1996, the Company employed approximately 900 field sales
representatives operating out of 58 offices in 41 cities, and 445 teleservices
associates providing services from 326 call stations in three call centers. As
of that date, the Company had 11 different WallBoard(R) programs at over 17,000
sites. During 1995, the Company distributed over 3.8 million sampling packs
containing over 75 different product samples, coupons and pieces of literature
of 49 clients of the Company at approximately 20,000 locations.

The Company's revenues increased from $11.7 million in 1994 to $42.9
million in 1995, and from $14.0 million in the first six months of 1995 to $34.9
million in the first six months of 1996. Net income, as adjusted to reflect a
pro forma provision for income taxes, as if the Company were subject to
corporate income taxes and to eliminate certain non-recurring compensation in
1995, grew from $1.2 million in the first six months of 1995 to $2.5 million in
the first six months of 1996.

Consumer Markets

In its Consumer Markets division, established in 1993, the Company provides
outsourced marketing services to AT&T Communications, Inc. ("AT&T"). Using
face-to-face field sales, including event marketing, and teleservices, the
Company markets AT&T long-distance telecommunications services to residential
customers. The Company began marketing AT&T services using its field sales force
in February 1994. The

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Company expanded this relationship to add teleservices capabilities in the
second quarter of 1996. The revenues generated by AT&T have grown from $1.7
million in 1994 to $25.0 million in 1995.

The Company, jointly with AT&T, develops sales and marketing programs
designed to enroll residential long-distance telecommunications customers for
AT&T. The Company is principally responsible for implementation of substantially
all aspects of the marketing initiatives it develops with AT&T ("turn-key"
programs). The Company develops lists of potential customers to be contacted;
creates marketing materials, including customer applications; hires, trains and
supervises its sales representatives and teleservices associates to market AT&T
services; and monitors the effectiveness of its programs. The Company's turn-key
approach differentiates it from other marketing services firms, which generally
merely implement a client's marketing strategy using contact lists provided by
the client.

The Company targets multi-cultural markets as well as general consumer
markets throughout the United States, seeking in particular to secure customers
who AT&T believes would be high-value subscribers. To reach multi-cultural
markets, the Company develops demographic databases identifying potential
customers in such communities and employs field sales representatives and
teleservices associates who are capable of marketing services in a prospective
customer's native language as well as in English. The Company also develops and
distributes sales literature and collateral documents in these languages. In
addition, in marketing services to these multi-cultural communities, the Company
has developed databases of information on specialized demographic segments,
which the Company intends to use in the future to market products and services
for additional clients.

Relying primarily on its existing infrastructure and capabilities, the
Company believes that it will be able to expand the clients and industries
served by its Consumer Markets division. The Company recently entered into an
agreement to provide marketing and sales services for the online computer
service of Prodigy Services Company ("Prodigy"), using field sales, including
event marketing, and other marketing services. In August 1996, the Company
entered into two contracts with Foundation Health, a California Health Plan
("Foundation Health"), to market and sell memberships in certain managed health
care plans to residential customers in designated areas using the Company's
field sales (including event marketing), teleservices and other marketing
services.

Business Markets

In its Business Markets division, established in late 1994, the Company
provides marketing and sales services to MCI Telecommunications Corporation
("MCI"), targeting small business customers in general and multi-cultural
markets throughout the United States. Using both field sales and teleservices,
the Company seeks to enroll long-distance business customers for MCI. As in the
Consumer Markets division, the Company offers MCI turn-key marketing initiatives
and is principally responsible for the implementation of such initiatives.

The Company's Business Markets operations are separate from its Consumer
Markets operations. This separation helps to ensure confidentiality for the
Company's clients that operate in the same industry and permits the Company to
perform services targeted at different markets for different clients. The two
divisions have separate offices, separate field sales forces and teleservices
personnel, separate management (including senior management) and separate
demographic databases.

The Company believes that it will be able to market the capabilities that
it has developed in the Business Markets division to attract new clients in
other industries. In August 1996, the Company entered into a contract with
Lucent Technologies, BCS ("Lucent") to market and sell certain Lucent
telecommunications equipment, and in September 1996, the Company entered into a
contract with DHL Airways, Inc. for overnight delivery services. In both cases,
the products will be marketed to business customers throughout the United States
using the Company's field sales, inbound and outbound teleservices and other
marketing services.

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Marketing Services

The Marketing Services division, established in 1988, specializes in two
services that provide the Company's clients with targeted channels of
distribution: the WallBoard(R) and sampling pack programs. The Company's
WallBoard(R) or "magazine-on-the-wall" is a sponsored information center encased
in a 42X30 or 57X30 oak or mahogany frame which highlights an exclusive sponsor
and provides educational, editorial and product information addressed
specifically to the needs of the target audience. As of June 30, 1996, the
Company had 11 different WallBoard(R) programs at over 17,000 sites, in which 44
clients of the Company participate. Each sponsor pays the Company an annual
amount for participation in the service. Locations displaying WallBoards(R)
generally do so under two- or three-year exclusive agreements with the Company,
with automatic renewal provisions. Participation in the WallBoard(R) program is
provided free of charge to the doctors' offices, child care centers, hospitals
and other locations at which the WallBoards(R) are displayed. The Company
identifies locations for its WallBoards(R) that will reach specific high-value
audiences targeted by the WallBoard(R) programs' sponsors. For example, at June
30, 1996 the Company had WallBoards(R) in the offices of approximately 1,200
cardiologists, 700 rheumatologists and orthopedists, and 600 endocrinologists
and diabetologists, which are utilized by drug companies, medical product
companies and other sponsors interested in reaching the patients of such
doctors. Similarly, at June 30, 1996 the Company had WallBoards(R) in
approximately 12,000 child care centers, which are utilized by sponsors seeking
to reach new parents and dual-income families.

The Company also designs, develops and delivers sampling packs, to provide
targeted distribution of sponsors' product samples, coupons and literature to
potentially high-value customers. These programs differ from mass sampling
programs which distribute large numbers of samples into the general market. The
Company designs colorful boxes containing a variety of nationally recognized
product samples, coupons and literature of particular relevance to the target
audiences at a time when the audiences are most likely to use the items included
in the pack. At June 30, 1996, the Company offered six exclusive programs. Based
on contracts with locations in effect at that date the Company expects to
distribute in 1996: (1) the Your Kids Parents Pack(TM), to parents through day
care providers at approximately 16,600 child care centers; (2) the Diabetes
Pack(TM), to patients through approximately 2,700 endocrinologists and
diabetologists; (3) the Heart Pack(TM), to patients through approximately 2,000
cardiologists; (4) the Arthritis Pack(TM), to patients through approximately
1,700 rheumatologists and orthopedists; (5) the New Member Kit for Men(TM); and
(6) the New Member Kit for Women(TM), together with the New Member Kit for
Men(TM), to new members at approximately 1,000 health and fitness clubs. The
Company implements most of its sampling programs in cooperation with a leading
association in the targeted channel of distribution, specifically, the National
Child Care Association, the American Heart Association, the Arthritis Foundation
and the American Diabetes Association. The Company has two- and three-year
exclusive contracts to be the sole provider of sampling packs to locations
(i.e., child care centers, doctors' offices and health and fitness clubs)
through which the sampling packs are distributed.

The Company retains The Gallup Organization, Market Facts and Audits &
Surveys to provide research to assess the impact of participation in the
WallBoard(R) and sampling pack programs. The research organizations determine
for sponsors the extent to which their products and literature reach the target
audience and conduct studies designed to help measure the efficacy of the
programs.

RISK FACTORS

There are important risks associated with the Company's business, financial
results and ability to implement its growth strategy. These risks include (i)
the Company's current reliance on AT&T, which accounted for 59% of its 1995
revenues, and on other major clients; (ii) the Company's ability to sustain and
manage future growth; (iii) the Company's dependence on industry trends toward
outsourcing of marketing services; (iv) risks associated with the Company's
contracts; (v) the dependence of the Company's success on its executive officers
and other key employees, in particular Daniel M. Snyder, its President, Chief
Executive Officer and Chairman of the Board of Directors; and (vi) the possible
impact of certain government regulations on the Company's operations. Before
purchasing shares of Common Stock offered hereby,

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prospective investors should consider carefully all of the information set forth
in this Prospectus including, in particular, the information set forth under
"Risk Factors."

OUTSOURCING AND DEMOGRAPHIC TRENDS

The market for the field sales and telephone-based marketing services
provided by the Company has grown principally as a result of the increased
outsourcing of such services by large organizations in order to supplement their
internal marketing capabilities. Outsourcers can provide several advantages over
a company acting alone, including the ability to reach special, hard-to-locate
audiences; the ability to augment internal sales forces to gain market share
more quickly; the avoidance of infrastructure costs, such as opening new sales
offices; the opportunity to act quickly by utilizing the outsourcers' marketing
channels that could take months or years to develop internally; and the
opportunity to pay only for quantifiable results. The Company believes that
sellers of products and services will increasingly integrate outsourcers, such
as the Company, into their overall marketing strategies.

The Company seeks to identify and access markets with high growth
characteristics. The Company expects that the multi-cultural communities which
it targets primarily through its Consumer Markets and Business Markets divisions
will grow significantly in the coming years. For example, in February 1996, the
U.S. Bureau of the Census (the "Census Bureau") projected, based in part on 1990
census data, that the Hispanic and Asian/Pacific Islander communities in the
United States were comprised in 1995 of approximately 26.9 million and
approximately 9.4 million people, respectively, and would grow approximately 53%
and approximately 63%, respectively, by 2010. In contrast, the Census Bureau
projected at that time, based in part on 1990 census data that the general
population in the United States would grow approximately 13% by 2010. Similarly,
at that time, the Census Bureau projected, based in part on 1990 census data,
that the 50 years or older population in the United States was comprised of
approximately 68.3 million people in 1995, and would grow approximately 41% by
2010. The Company believes that many of its programs in its Marketing Services
division are in locations that are often used by people who are 50 years or
older.

GROWTH STRATEGY

The Company recently has experienced significant growth. The Company
increased the number of its field sales offices from 25 offices located in 23
cities at the end of 1994, the first year in which the Company conducted field
sales operations in both its Consumer Markets and Business Markets divisions, to
58 offices located in 41 cities at June 30, 1996. The Company also increased the
number of teleservices personnel from 177 persons working from one call center
at the end of 1995, to 445 persons working from three call centers at June 30,
1996. In its Marketing Services division, the Company increased its WallBoard(R)
programs from six different programs highlighting 11 clients at December 31,
1993, to 11 different programs highlighting 44 clients at June 30, 1996. The
Company also increased its sampling pack programs from two sampling pack
programs with 16 sponsors distributed through over 13,000 locations at the end
of 1993, to six sampling pack programs with 37 sponsors expected by the Company
to be distributed to approximately 24,000 locations in 1996 based on contracts
with locations in effect at June 30, 1996.

The Company believes that its targeted marketing strategy and
multi-cultural capabilities are adaptable to serve additional needs of existing
clients and the needs of new clients in other industries. The Company
anticipates that its existing infrastructure of offices, management, supervisory
and training personnel, and teleservices capabilities can accommodate additional
clients in each operating division.

The Company's commitment to continued growth through internal expansion and
complementary acquisitions is evidenced by the following:

Consumer Markets

- The Company is adding approximately 80 call stations, which it expects
will be operating by late 1996, to its existing 300 call stations in
this division.

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- In June 1996, the Company expanded its relationship with AT&T by
entering into a new agreement with AT&T Communications (U.K.) Ltd.
("AT&T (U.K.)"), to market long-distance telecommunications services to
residential customers based in the United Kingdom. As part of this
expansion, the Company intends to add one call center and one or more
field sales offices in the United Kingdom in 1997.

- The Company entered into a contract with Prodigy in June 1996, to
provide marketing and sales services for Prodigy's online service to
residential customers, using the Company's field sales, including event
marketing, and other marketing services.

- In August 1996, the Company entered into two contracts with Foundation
Health to market and sell memberships in certain managed health care
plans to residential customers in designated areas using the Company's
field sales (including event marketing), teleservices and other
marketing services.

Business Markets

- In August 1996, the Company entered into an agreement with Lucent to
market and sell certain Lucent telecommunications equipment, and in
September 1996, the Company entered into a contract with DHL Airways,
Inc. for overnight delivery services. In both cases, the products will
be marketed to business customers throughout the United States using the
Company's field sales, inbound and outbound teleservices and other
marketing services.

- The Company also seeks to add additional inbound telephone-based sales
in its Business Markets division.

Marketing Services

- The Company increased the number of sales managers and executives in
this division from five as of December 31, 1993 to approximately 20 as
of June 30, 1996, to take advantage of opportunities to expand the
services offered to existing clients and to develop new lines of
business.

- The Company has recently developed, in conjunction with Hoechst Marion
Roussel, Inc. (formerly Marion Merrill Dow) ("Hoechst Marion Roussel"),
its Allergy Health WallBoard,(R) of which Hoechst Marion Roussel is the
exclusive client sponsor under a three-year contract with the Company.
The Company currently has contracts with approximately 600 allergists'
and otolaryngologists' offices in which the Allergy Health WallBoard(R)
will be located beginning in the fourth quarter of 1996.

- Since January 1996, the Company has developed three additional new
WallBoard(R) programs: the Women's Wellness WallBoard(R), which will be
located in obstetrics' and gynecologists' offices; the Caring
WallBoard(R), which will be located in oncologists' offices and oncology
treatment centers; and the New Home WallBoard(R), which will be located
in real estate offices throughout the United States. The Company
anticipates that it will begin distributing WallBoards(R) through these
new programs by January 1997. The Company does not currently have any
contractual commitments with locations in which these new WallBoard(R)
programs will be located and there can be no assurance that it will be
successful in its efforts to secure such contracts.

- In May 1996, the Company acquired from RD Publications, Inc., an
affiliate of Readers Digest Association Incorporated, a "new member"
health club sampling pack program through which it expects to distribute
approximately 735,000 health club member kits to new members at
approximately 1,000 health and fitness clubs during the second half of
1996.

The Company also intends to pursue strategic acquisitions of companies that
offer complementary services or expand the geographic markets served by the
Company. Although the Company has no agreements, understandings or arrangements
with respect to any particular acquisition opportunities, it believes that the
fragmentation in the marketing services industry will result in consolidation,
providing opportunities for the Company to pursue selectively domestic and
international complementary acquisitions.

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BACKGROUND OF THE COMPANY

Snyder Communications, Inc. was formed in June 1996 to be the holding
company for Snyder Communications, L.P., a limited partnership established in
1988, in which SMS is the corporate general partner. On or prior to the
effectiveness of the Offerings, the Company will consummate the Reorganization,
pursuant to which the Company will acquire all of the limited partnership
interests of the Partnership and all of the issued and outstanding stock of SMS.
Each 1% interest in the Partnership will be exchanged, directly by the limited
partners of the Partnership or indirectly by the stockholders of SMS, for
294,584 shares of the Company's Common Stock resulting in 29,458,400 aggregate
shares issued in exchange for 100% of the Partnership.

Prior to the Reorganization, the Partnership intends to distribute to its
partners, including SMS, its then cash balance in one or more distributions
(collectively, the "Distribution"), and SMS intends to distribute to its
stockholders its then cash balance in one or more distributions. The amount of
the Distribution by the Partnership between July 1, 1996 and the date of the
Offerings is not expected to exceed $10.0 million. The Partnership distributed
approximately $3.9 million in the aggregate to its limited partners and, through
SMS, to the SMS stockholders in 1995 and approximately $8.6 million in the
aggregate to date in 1996 (of which approximately $2.7 million was a non-cash
distribution), as a return on their respective investments and to allow them to
pay their income tax liability. See "Certain Transactions." The Partnership's
partners and the SMS stockholders are liable for the income tax payable with
respect to the Company's operations for periods through the date of the
Reorganization. See "The Company."

THE OFFERINGS

Of the 7,800,000 shares of Common Stock, par value $.001 per share, offered
hereby, 6,240,000 shares of the Common Stock are being offered initially in the
United States and Canada (the "U.S. Offering") and 1,560,000 shares of the
Common Stock are being offered initially outside the United States and Canada
(the "International Offering"). The U.S. Offering and the International Offering
are collectively referred to herein as the "Offerings."

<TABLE>
<S> <C>
Common Stock offered by:
The Company................................... 4,038,162 shares
The Selling Stockholder....................... 3,761,838 shares
Common Stock to be outstanding after the
Offerings(a)..................................... 33,496,562 shares
Use of Proceeds.................................... The estimated net proceeds to be
received by the Company of
approximately $54.6 million will be
used to repay certain indebtedness,
provide working capital and for
general corporate purposes, which
may include expansion of its
facilities, hiring additional sales
and marketing personnel, capital
expenditures and acquisitions. See
"Use of Proceeds."
New York Stock Exchange symbol..................... SNC
</TABLE>

- ---------------
(a) Does not include (i) approximately 3.0 million shares of Common Stock
reserved for issuance upon exercise of outstanding options which are
exercisable at the initial public offering price per share, and (ii)
approximately 2.0 million shares of Common Stock available for future
issuance under the Company's Stock Option Plan. See "Management -- Stock
Option Plan."

8
<PAGE> 11

SUMMARY FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------------------------------- -------------------------
1991 1992 1993 1994 1995 1995 1996
----------- ----------- ------ ------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues.................. $ 2,747 $ 4,056 $9,043 $11,740 $ 42,892 $ 13,981 $ 34,861
Operating expenses
(excluding compensation
to SMS
stockholders)(a)........ 2,564 3,424 8,458 9,989 34,694 11,816 30,205
Compensation to SMS
stockholders(a)......... -- -- -- -- 4,424 -- --
--------- --------- ------ ------- ----------- ----------- -----------
Income from operations.... 183 632 585 1,751 3,774 2,165 4,656
Interest
expense--substantially
all to related
parties................. (330 (407) (314) (296) (784) (215) (552)
Interest income........... 5 5 7 20 198 12 97
--------- --------- ------ ------- ----------- ----------- -----------
Income (loss) before
taxes................... (142 230 278 1,475 3,188 1,962 4,201
SMS income tax provision
(benefit)............... -- -- 15 85 (245) 383 58
--------- --------- ------ ------- ----------- ----------- -----------
Net income (loss)......... $ (142) $ 230 $ 263 $ 1,390 $ 3,433 $ 1,579 $ 4,143
========= ========= ====== ======= =========== =========== ===========
Pro forma income data
(unaudited):
Historical income before
income taxes as
reported................ $ 3,188 $ 1,962 $ 4,201
Pro forma adjustment for
compensation to SMS
stockholders(a)......... 4,424 -- --
----------- ----------- -----------
Pro forma income before
income taxes............ $ 7,612 $ 1,962 $ 4,201
=========== =========== ===========
Pro forma income tax
provision(b)............ 3,021 779 1,681
----------- ----------- -----------
Pro forma net
income(a)(b)............ $ 4,591 $ 1,183 $ 2,520
=========== =========== ===========
Pro forma net income
per share(c)............ $ 0.15 $ 0.04 $ 0.08
=========== =========== ===========
Pro forma weighted average
number of shares
outstanding(c).......... 30,207,057 30,207,057 30,207,057

PRO FORMA, AS ADJUSTED, INCOME STATEMENT DATA (UNAUDITED):
Interest expense(d)..................................................... $ 41 $ 15 $ 29
Net income(e)........................................................... 5,038 1,304 2,834
Net income per share(e)(f).............................................. 0.15 0.04 0.08
Weighted average shares outstanding(f).................................. 33,496,562 33,496,562 33,496,562
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
-------------------------
PRO FORMA,
ACTUAL AS ADJUSTED(g)
------- --------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)..................................................... $(5,680) $ 41,620
Total assets.................................................................. 12,300 59,109
Long-term debt, less current maturities....................................... 5,906 677
Equity (deficit).............................................................. (5,537) 46,685
</TABLE>

Continued on next page

9
<PAGE> 12

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF
-------------------------------- JUNE 30,
1993 1994 1995 1996
------ ------ ------ --------
<S> <C> <C> <C> <C>
SELECTED OPERATING DATA (UNAUDITED):
Number of field sales offices.................. -- 25 55 58
Number of call stations........................ -- -- 90 326
Number of teleservices associates.............. -- -- 177 445
Number of WallBoard(R) programs................ 6 8 9 11
Number of sampling packs distributed (in
millions).................................... 2.6(h) 2.6(h) 3.8(h) (i)
Number of sampling pack locations (in
thousands)................................... 13.1 14.8 20.0 (i)
Number of sampling pack programs............... 2 2 4 6
Number of WallBoard(R) and sampling pack
sponsors(j).................................. 25 32 68 64
</TABLE>

- ---------------
(a) Certain employees of the Company also served as officers of SMS, the
corporate general partner of the Partnership, for which such employees
received compensation from SMS in 1995, which is treated as non-recurring.
The pro forma adjustment gives effect to the elimination in 1995 of this
non-recurring compensation based on compensation levels for the Company, as
approved by its Board of Directors. Following consummation of the
Reorganization, such officers will not be required to perform any
comparable duties or responsibilities for SMS. Further, other costs are not
likely to be incurred which would offset the impact of this pro forma
adjustment. Therefore, such compensation is treated as non-recurring. See
Note 12 to the Company's Combined Financial Statements.

(b) Prior to the Offerings, the Company's principal operations were not
subject to Federal or state corporate income taxes. The income statement
data for the year ended December 31, 1995 and the six-month periods ended
June 30, 1995 and 1996 reflects a pro forma provision for income taxes as
if all operations of the Company were subject to Federal and state
corporate income taxes. The pro forma provision for income taxes
represents an effective combined Federal and state tax rate of
approximately 39.7% for the year ending December 31, 1995, and the six
months ended June 30, 1995, and 40.0% for the six months ended June 30,
1996. See "The Company" and Notes 6 and 12 to the Company's Combined
Financial Statements.

(c) Prior to the Reorganization, the Partnership intends to distribute to its
partners, including SMS, its then cash balance in one or more
distributions, and SMS intends to distribute to its stockholders its then
cash balance in one or more distributions. The amount of the Distribution
by the Partnership between July 1, 1996 and the date of the Offerings is
not expected to exceed $10.0 million in the aggregate. Pro forma net income
per share information assumes that 748,657 of the shares being offered by
the Company hereby were outstanding during the periods indicated. This
represents the approximate number of shares of Common Stock that the
Company would need to issue (at an assumed initial public offering price of
$15.00 per share, which is the mid-point of the initial public offering
price range), to fund the payment of the distribution in excess of earnings
to the Partnership's existing partners. See "The Company" and Note 2 to the
Company's Combined Financial Statements.

(d) Adjusted to give effect to reduction of interest expense associated with
the repayment of the Company's 12.25% subordinated debentures with a
portion of the proceeds from the Offerings. See "Use of Proceeds."

(e) Pro forma, as adjusted, net income and pro forma net income per share give
effect to an adjustment to reflect the elimination of the non-recurring
compensation to certain SMS stockholders (see (a) above) and a pro forma
provision for Federal and state corporate income taxes. Pro forma, as
adjusted, net income and pro forma net income per share do not give effect
to the non-recurring prepayment penalties and other expenses expected to be
incurred upon the early retirement of the 12.25% subordinated debentures.
This charge to income is estimated to be $2.1 million ($1.3 million net of
income taxes).

(f) Pro forma, as adjusted, net income per share has been calculated based on
the weighted average number of shares of common stock outstanding during
the periods plus the shares of Common Stock issued in the Offerings.

(g) Adjusted to give effect to the distribution of the Partnership's cash
balance existing at the date of such distribution ($1.3 million at June
30, 1996) to its existing partners, the recording of a net deferred tax
asset, the sale of the shares issued by the Company in the Offerings (at
an assumed initial public offering price at the mid-point of the initial
public offering price range set forth on the cover page of this
Prospectus) and the application of the estimated net proceeds therefrom as
set forth under "Use of Proceeds." See Note 12 to the Company's Combined
Financial Statements.

(h) Represents sampling packs distributed during the years ended December 31,
1993, 1994 and 1995, respectively.

(i) As of June 30, 1996, the Company had contracts with clients to distribute
approximately 4.5 million sampling packs during 1996. As of the same date,
the Company had contracts with approximately 24,000 locations to distribute
such packs.

(j) A number of the Company's clients participate in both the WallBoard(R) and
sampling pack programs.

10
<PAGE> 13

RISK FACTORS

In addition to the other information set forth in this Prospectus, the
following risk factors should be considered carefully in evaluating the Company
and its business before purchasing any of the shares of Common Stock offered
hereby.

RELIANCE ON AT&T

Currently, AT&T is the Company's largest client, accounting for 17% of the
Company's revenues in 1994, 59% in 1995 and 56% in the first six months of 1996.
The contract with AT&T does not contain specific performance criteria, but
instead provides for varying payments depending on the type of customer enrolled
by the Company. In addition, under the contract, the Company is precluded from
concurrently selling similar telecommunications services for competitors of AT&T
to U.S.-based residential customers who either speak foreign languages or are
English speakers who consider foreign countries their home (the "Foreign-Origin
Consumer Market"). See "Business -- Services -- Consumer Markets."

The Company's contract with AT&T runs through December 1997, subject to
AT&T's right to seek to renew the contract upon terms mutually agreeable to AT&T
and the Company. The Company's arrangement with AT&T relating to field sales
marketing services performed by the Company for AT&T with respect to U.S.
residential customers who are not part of the Foreign-Origin Consumer Market
(the "Domestic Consumer Market") is not reflected in a formal contract. The
Company has provided such marketing services to AT&T since September 1995,
initially through a program that expired in December 1995. Since the expiration
of that program the Company has continued to provide such marketing services to
AT&T. The Company anticipates that this arrangement will continue through
December 1996. In the first six months of 1996, services performed by the
Company for AT&T in the Domestic Consumer Market accounted for approximately 21%
of the Company's total revenues.

The Company anticipates that as the expiration of the AT&T relationship
nears, it will enter into negotiations with AT&T regarding extending the
relationship. The loss of AT&T as a client, or any significant portion of the
services provided to AT&T, would have a material adverse effect on the Company.
If such negotiations were to prove unsuccessful, the Company anticipates that it
would enter into negotiations with other companies, including with other
telecommunications companies, to utilize the resources currently devoted to AT&T
(although under the terms of the AT&T contract it could not enter into such
negotiations with other telecommunications companies for services targeting the
Foreign-Origin Consumer Market until thirty days after the expiration of the
AT&T contract). The Company also anticipates that the deregulation of the U.S.
telecommunications industry by 1998, pursuant to the Telecommunications Act of
1996, and the competitive environment that will result therefrom, would provide
it with opportunities to service other telecommunications businesses. There can
be no assurance, however, that the Company would be able to find clients that
would generate the same amount of revenues or profitability of business as does
AT&T. See "Business -- Services -- Consumer Markets."

RELIANCE ON OTHER MAJOR CLIENTS

In addition to AT&T, the Company has a number of other significant clients.
Based on 1995 revenues, the nine largest clients of the Company after AT&T,
listed alphabetically, are Eastman Kodak Company, Gerber Products Company,
Kellogg U.S.A., Inc., The Proctor & Gamble Distributing Company, Lehn & Fink
Products (now a unit of Reckitt & Colman, Inc.), MCI Telecommunications
Corporation, Nestle Beverage Company, The Prudential Insurance Company of
America and Reckitt & Colman, Inc. Each of these nine clients generated revenues
ranging from approximately 1% to 8% of the Company's total revenues in 1995. In
the first six months of 1996, MCI accounted for approximately 25% of the
Company's revenues. The Company does not believe that revenues from an
individual client for a particular period are necessarily indicative of revenues
from that client for the entire year. The loss of MCI as a client would have a
material adverse effect on the Company. All of the clients named above currently
have contracts with the Company of at least one year and, in some cases,
multi-year duration, with renewal options. The contract with MCI can be
terminated by MCI upon 90 days' notice to the Company. Commencing on January 1,
1997, the Company and MCI can terminate the contract upon 30 days' notice to the
other party. Each of these contracts contains

11
<PAGE> 14

product exclusivity, which precludes the Company from providing similar services
for competing products. Accordingly, if any such client were to terminate or not
renew its contract with the Company, the Company could potentially replace its
business with that of a competitor of such client. If, however, the Company were
to lose any of these clients and be unable to replace its business with a
competitor or otherwise, it could have a material adverse effect on the Company.
See "Business -- Services."

MANAGEMENT OF GROWTH

The Company has experienced rapid growth over the past several years.
Continued growth depends in significant part on the Company's ability to
successfully utilize its existing infrastructure and databases to perform
services for other clients, as well as on the Company's ability to develop and
successfully implement new marketing methods or channels for new services for
existing and new clients. Continued growth will also depend on a number of other
factors, including the Company's ability to (i) maintain the high quality of the
services it provides to customers and to increase its penetration with existing
customers, (ii) recruit, motivate and retain qualified personnel, (iii) train
existing sales representatives or recruit new sales representatives on an
economic basis to sell different categories of services or products and (iv)
open new field sales offices and new call centers in a timely and economic
fashion. The Company's continued growth also will require the implementation of
enhanced operational and financial systems, will require additional management,
operational and financial resources and could place a strain on the Company's
operations and resources. There can be no assurance that the Company will be
able to manage its expanding operations effectively or that it will be able to
maintain its growth. If the Company is unable to manage growth effectively, its
business, results of operations or financial condition could be materially
adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business -- Growth Strategy."

GROWTH THROUGH ACQUISITIONS; INTERNATIONAL EXPANSION

Among other growth strategies, the Company plans to expand its business
through complementary acquisitions. There can be no assurance that the Company
will have sufficient capital resources to pursue this aspect of its growth
strategy. Additionally, there can be no assurance that the Company will
successfully identify, complete or integrate acquisitions or that any
acquisitions will perform as expected or will contribute significant revenues or
profits to the Company. The Company has also recently expanded its business to
the United Kingdom. There can be no assurance that this or any other
international expansion will generate revenues or profits for the Company. Any
new international operation, including the United Kingdom operation, would be
subject to currency fluctuations and other risks, including adverse developments
in the foreign political and economic environment, difficulties in staffing and
managing foreign operations and potentially adverse tax consequences. There can
be no assurance that one or more of these factors will not have a material
adverse effect on the Company's international operations.

DEPENDENCE ON TREND TOWARD OUTSOURCING

The Company's business and growth depend in large part on the trend toward
outsourcing of marketing services. The Company is dependent on outsourcing from
telecommunications company clients, in particular AT&T. There can be no
assurance that this trend in outsourcing will continue, as companies may elect
to perform such services internally. A significant change in the direction of
this trend, or a trend in the telecommunications industry not to use, or reduce
the use of, outsourced marketing services, such as those provided by the
Company, would have a material adverse effect on the Company. See
"Business -- Industry Overview."

RISKS ASSOCIATED WITH THE COMPANY'S CONTRACTS

Although the Company currently seeks to sign multi-year contracts with its
clients, the Company's contracts do not assure the Company a specific level of
revenues and do not designate the Company as the client's exclusive marketing
services provider. The Company believes maintaining satisfactory relationships
with its clients has a more significant impact on the Company's revenues than
the specific terms of its client contracts. In the Marketing Services division,
the majority of the Company's contracts with clients are annual

12
<PAGE> 15

contracts with terms that expire by the end of 1996. There can be no assurance
that the clients will renew or extend such contracts. In addition, the Company's
contracts with MCI and certain other significant clients are terminable by its
clients on relatively short notice, and all of the Company's significant
contracts prohibit the Company from providing services to a direct competitor of
a client that are identical or similar to the services the Company provides to
such client during the term of such contract and in some cases up to ninety days
thereafter. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business -- Growth Strategy" and "-- Services."

The Company's Marketing Services division depends significantly on its
ability to establish and maintain relationships with sponsors and affiliations
with industry associations. A significant reduction in the Company's ability to
establish relationships with additional sponsors or associations, or in renewal
rates on the Company's contracts with existing sponsors or associations, could
have a material adverse effect on the Company. See
"Business -- Services -- Marketing Services."

COMPETITIVE AND FRAGMENTED INDUSTRY; POTENTIAL CONSUMER SATURATION

The industry in which the Company competes is highly competitive and
fragmented. The Company competes with providers of other forms of advertising
and marketing media, such as direct mail, television, radio and other
advertising media. The Company also competes with the internal marketing
capabilities of clients and prospective clients. The Company's largest clients,
AT&T and MCI, have significant internal teleservices and field force marketing
capabilities and also contract for these services from competitors of the
Company. The Company competes as well with other marketing services firms,
ranging in size from very small firms offering special applications or
short-term projects to large independent firms. A number of competitors have
capabilities and resources equal to, or greater than, the Company's. There can
be no assurance that, as the Company's industry continues to evolve, additional
competitors with greater resources than the Company will not enter the industry
(or particular segments of the industry) or that the Company's clients will not
choose to conduct more of their targeted marketing services internally or
through alternative marketing media. See "Business -- Competition."

Moreover, the effectiveness of marketing by telephone could also decrease
as a result of consumer saturation and increased consumer resistance to this
marketing method. Although the Company intends to monitor industry trends and
respond accordingly, there can be no assurance that the Company will be able to
anticipate and successfully respond to such trends in a timely manner. See
"Business."

DEPENDENCE ON LABOR FORCE

The Company's industry is very labor intensive and experiences high
personnel turnover. Many of the Company's employees receive hourly wages plus
commissions, if earned. A significant number of the Company's employees,
including all of its teleservices associates, are employed on a part-time basis.
A higher turnover rate among the Company's employees would increase the
Company's recruiting and training costs and decrease operating efficiencies and
productivity. The Company's operations, particularly direct sales and
teleservices, require specially trained employees, such as those employees who
market services and products in languages other than English. Growth in the
Company's business will require it to recruit and train qualified personnel at
an accelerated rate from time to time. There can be no assurance that the
Company will be able to continue to hire, train and retain a sufficient labor
force of qualified employees, particularly bilingual employees. A significant
portion of the Company's costs consists of wages to hourly workers. In August
1996, the United States Congress passed and the President signed legislation
(H.R. 3448) which will increase the minimum wage 90 cents over two years;
beginning on October 1, 1996, the minimum wage will increase from $4.25 to $4.75
per hour and on September 1, 1997 will increase to $5.15 per hour. Although the
Company compensates most of its workforce above the minimum wage and therefore
will not be directly impacted by the legislation, the increase in the minimum
wage may have the effect of inflating wages among hourly workers generally in
the marketplace and, in turn, the prevailing wage for employees performing
services for the Company. An increase in hourly wages, costs of employee
benefits, employment taxes or commission rates could have a material adverse
effect on the Company. See "Business -- Hiring and Training" and "-- Employees."

13
<PAGE> 16

RELIANCE ON TECHNOLOGY; RISK OF BUSINESS INTERRUPTION

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology and has focused on the application of
this technology to provide customized solutions to meet many of its clients'
needs. In addition, the Company has invested significantly in sophisticated
end-user databases and software that enable it to market its clients' products
to targeted markets. The Company anticipates that it will be necessary to
continue to select, invest in and develop new and enhanced technology and
end-user databases on a timely basis in the future in order to maintain its
competitiveness. In addition, the Company's business is highly dependent on its
computer and telephone equipment and software systems, and the temporary or
permanent loss of such equipment or systems, through casualty or operating
malfunction, or a significant increase in the cost of telephone services that is
not recoverable through an increase in the price of the Company's services,
could have a material adverse effect on the Company's business. The Company's
property and business interruption insurance may not adequately compensate the
Company for all losses that it may incur in any such event.

DEPENDENCE ON KEY PERSONNEL

The success of the Company depends in large part upon the abilities and
continued service of its executive officers and other key employees,
particularly Mr. Daniel M. Snyder, President, Chief Executive Officer and
Chairman of the Board of Directors. There can be no assurance that the Company
will be able to retain the services of such officers and employees. The failure
of the Company to retain the services of Mr. Snyder and other key personnel
could have a material adverse effect on the Company. The Company has employment
agreements with certain executive officers, including Mr. Snyder, and also has
non-competition agreements with certain key personnel, including each of its
executive officers. However, courts are at times reluctant to enforce such
non-competition agreements. The Company maintains a key person insurance policy
on Mr. Snyder. In order to support its growth, the Company will be required to
recruit effectively, hire, train and retain additional qualified management
personnel. The inability of the Company to attract and retain the necessary
personnel could have a material adverse effect on the Company. See
"Management -- Employment Agreements."

GOVERNMENT REGULATION

The Company's business is subject to various Federal and state laws and
regulations. Certain portions of the Company's industry have become subject to
an increasing amount of Federal and state regulation in the past five years. The
Federal Communications Commission's (the "FCC") rules under the Federal
Telephone Consumer Protection Act of 1991 limit the hours during which
telemarketers may call consumers and prohibit the use of automated telephone
dialing equipment to call certain telephone numbers. The Federal Telemarketing
and Consumer Fraud and Abuse Prevention Act of 1994 (the "TCFAPA") broadly
authorizes the Federal Trade Commission (the "FTC") to issue regulations
prohibiting misrepresentation in telephone sales. In August 1995, the FTC issued
regulations under the TCFAPA which, among other things, require telemarketers to
make certain disclosures when soliciting sales. The Company believes its
operating procedures comply with the telephone solicitation rules of the FCC and
FTC. However, there can be no assurance that additional Federal or state
legislation, or changes in regulatory implementation, would not limit the
activities of the Company or its clients in the future or significantly increase
the cost of regulatory compliance.

A number of states have enacted or are considering enacting legislation to
regulate telephone and door-to-door solicitations. For example, telephone sales
in certain states cannot be final unless a written contract is delivered to and
signed by the buyer and may be canceled within three business days.

Several of the industries in which the Company's clients operate are
subject to varying degrees of government regulations, particularly the
telecommunications industries. Generally, compliance with these regulations is
the responsibility of the Company's clients. However, the Company could be
subject to a variety of enforcement or private actions for its failure or the
failure of its clients to comply with such regulations.

14
<PAGE> 17

One of the significant regulations of the FCC applicable to long distance
carriers, such as AT&T and MCI, prohibits the unauthorized switching of
subscribers' long distance carriers, also known in the industry as "slamming." A
fine of up to $100,000 may be imposed by the FCC for each instance of slamming.
In order to prevent unauthorized switches, federal law requires that switches
authorized over the telephone, such as through the Company's teleservices, be
verified contemporaneously by a third party. The Company believes its procedures
comply with this third-party verification requirement.

In the past, third-party verification has not been required for switches
obtained in person, such as those obtained by members of the Company's field
sales force. However, effective August 1, 1996, the Company became subject to
third-party verification procedures for switches obtained by the Company's field
sales force in its Business Markets division for MCI. The Company's training and
other procedures are designed to prevent unauthorized switching. However, as
with any field sales force, the Company cannot completely ensure that each
employee will always follow the Company's mandated procedures. Accordingly, it
is possible, and perhaps probable, that employees may in some instances engage
in unauthorized activities, including "slamming." In view of its recent rapid
growth in its field sales force, the Company in the second quarter of 1996 began
to institute additional protective safeguards against the occurrence of
unauthorized activities. Such new safeguards include the institution of an
additional level of field sales supervisors who oversee the activities of the
field sales force. This effort was led by a new director, previously employed by
AT&T for 19 years, with extensive experience in field sales, who was hired by
the Company for this purpose. During the course of her review of the field sales
force operations, the director recommended that two district managers be
terminated as well as certain of their subordinates. Such persons immediately
were terminated in March 1996. During this period, two additional district
managers and certain of their subordinates voluntarily left the employ of the
Company for unspecified reasons. The terminated district managers alleged that
persons in districts other than theirs were engaged in unauthorized activities.
The Company investigated such allegations but concluded that no other
terminations were warranted. The Company is unable to quantify what effect, if
any, any unauthorized activities, if they did occur, may have had on the
financial performance of the Company in 1995. The Company investigates customer
complaints reported to it by its telecommunications clients and reports the
results to its clients. To the Company's knowledge, no FCC complaint has been
brought against any of its clients as a result of the Company's services,
although the Company believes that the FCC is examining the sales activities of
long distance telecommunications providers, including the Company's clients and
the activities of outside vendors, such as the Company, used by such providers.
If any complaints were brought, the Company's client might assert that such
complaints constituted a breach of its agreement with the Company and, if
material, seek to terminate the contract. Any termination would be likely to
have a material adverse effect upon the Company's business. If such complaints
resulted in fines being assessed against a client of the Company, the client
could seek to recover such fines from the Company. Any amounts recovered from
the Company would reduce the Company's net income.

In addition, on June 21, 1996 MCI and the FCC entered into a consent
decree, under which MCI agreed to institute third-party verification procedures
for most small-business customer marketing not currently covered by third-party
verification, including field sales marketing of small-business customers. The
Company provides field sales marketing services to small-business customers on
behalf of MCI, and became subject to third-party verification of switches
obtained by the Company's field sales force for MCI effective August 1, 1996.
The Company expects that the implementation of such third-party verification
will increase the Company's costs to some extent, but does not expect the
implementation of such third-party verification to have a material adverse
effect on the Company's operations.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY

The Company could experience quarterly variations in revenues and operating
income as a result of many factors, including the timing of clients' marketing
campaigns, the implementation of new products or services, the timing of
additional selling efforts and the general and administrative expenses to
acquire and support such new business and changes in the Company's revenue mix
among its various service offerings. In connection with certain contracts, the
Company could incur costs in periods prior to recognizing revenue under those
contracts. In addition, the Company must plan its operating expenditures based
on revenue forecasts, and a

15
<PAGE> 18

revenue shortfall below such forecast in any quarter would be likely to affect
adversely the Company's operating results for that quarter. Historically,
seasonal variations in the Company's business have been overshadowed by the
Company's growth. The Company expects that in the future its sales will reflect
seasonal effects in the first and third quarters due to weather related impact
on the field sales force and the impact on the Company's teleservices operations
of the decreased ability to reach potential customers as a result of summer
vacations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

NO PRIOR PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE

Prior to the Offerings there has been no public market for the Common
Stock. Although the Common Stock has been approved for listing on the New York
Stock Exchange, subject to notice of issuance, there can be no assurance that an
active trading market for the Common Stock will develop or be sustained
following the Offerings. The initial public offering price of the Common Stock
offered hereby will be determined by negotiations among the Company, the Selling
Stockholder and the Representatives of the Underwriters and may bear no
relationship to the trading prices of the Common Stock after the Offerings. See
"Underwriting." The trading price of the Common Stock could be subject to
significant fluctuations in response to actual or anticipated variations in the
Company's quarterly operating results and other factors, such as the
introduction of new services or technologies by the Company or its competitors,
changes in other conditions or trends in the Company's industry or in the
industries of any of the Company's significant clients, changes in governmental
regulations, changes in securities analysts' estimates of the Company's, or its
competitors' or industry's, future performance or general market conditions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Quarterly Results." General market price declines or market
volatility in the future, or future declines or volatility in the prices of
stocks for companies in the Company's industry or sector, could also affect the
market price of the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS

A substantial number of shares of Common Stock will become available for
sale in the public market at various times following the completion of the
Offerings. No prediction can be made as to the effect, if any, that market sales
or the availability of shares for future market sales will have on the market
price of the Common Stock. Sales of a substantial number of shares of Common
Stock in the public market following the Offerings could adversely affect the
market price for the Company's Common Stock and the ability of the Company to
raise additional capital through sales of additional shares of Common Stock.
Upon completion of the Offerings, the Company will have outstanding an aggregate
of 33,496,562 shares of Common Stock. The Common Stock offered hereby will be
freely tradeable (other than by an "affiliate" of the Company as such term is
defined in the Securities Act of 1933, as amended (the "Securities Act"))
without restriction or registration under the Securities Act. All remaining
shares may be sold under Rule 144 under the Securities Act, subject to the
volume, manner of sale and other restrictions of Rule 144. The Company, the
Selling Stockholder and the Company's other stockholders have agreed, subject to
exceptions for certain pledges and, in the case of the Company, the grant of
employee stock options, not to, directly or indirectly, sell, offer to sell,
grant any option for the sale of, or otherwise dispose of, any capital stock of
the Company or any security convertible or exchangeable into, or exercisable
for, such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 180 days after the
date of this Prospectus, without the prior written consent of Merrill Lynch &
Co. Pursuant to an agreement, Mr. Daniel M. Snyder and certain of the Company's
other stockholders are entitled to certain registration rights with respect to
their shares of Common Stock. If such stockholders, by exercising such
registration rights upon expiration of the lock-up agreement described above,
cause a large number of shares to be registered and sold in the public market,
such sales could have an adverse effect on the market price of the Common Stock.
In addition, the Company intends to file a registration statement under the
Securities Act to register initially an aggregate of five million shares of
Common Stock reserved for issuance in connection with the Company's Stock Option
Plan (as defined herein). The issuance of such shares upon exercise of any
options granted under such plan would result in the dilution of the voting power
of the Common Stock

16
<PAGE> 19

purchased in the Offerings and could have a dilutive effect on earnings per
share. See "Management -- Stock Option Plan," "Description of Capital Stock,"
"Shares Eligible for Future Sale" and "Underwriting."

CONTROL BY PRINCIPAL STOCKHOLDERS

Following completion of the Offerings, Mr. Daniel M. Snyder, the Chairman
of the Board of Directors, President and Chief Executive Officer of the Company,
and Ms. Michele D. Snyder, Vice Chairman, Chief Operating Officer, and a
director of the Company, will beneficially own approximately 32.0% and 11.2%,
respectively, of the outstanding shares of Common Stock (approximately 30.5% and
10.7% respectively, if the Underwriters' over-allotment options are exercised in
full). As a result, Mr. Snyder individually, and he and Ms. Snyder if they act
in concert, will have the ability to exercise substantial influence over the
Company's business by virtue of their voting power with respect to the election
of directors and all other matters requiring action by stockholders. Such
concentration of share ownership may have the effect of discouraging, delaying
or preventing a change in control of the Company. See "Management" and
"Principal and Selling Stockholders."

EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's Certificate of Incorporation and Bylaws contain certain
provisions that could discourage potential takeover attempts and make attempts
by the Company's stockholders to change management more difficult. Such
provisions include the requirement that the Company's stockholders follow an
advance notification procedure for certain shareholder nominations of candidates
for the Board of Directors and for new business to be conducted at any meeting
of the stockholders. In addition, the Certificate of Incorporation allows the
Board of Directors to issue up to five million shares of preferred stock and to
fix the rights, privileges and preferences of those shares without any further
vote or action by the stockholders. The rights of the holders of Common Stock
will be subject to, and may be adversely affected by, the rights of the holders
of any preferred shares that may be issued by the Company in the future. While
the Company has no present intention to issue any shares of preferred stock, any
such issuance could have the effect of making it more difficult for a third
party to acquire a majority of the outstanding voting stock of the Company. In
addition, the Company is subject to certain anti-takeover provisions of the
Delaware General Business Corporation Law, which could have effect of
discouraging, delaying or preventing a change of control of the Company. See
"Description of Capital Stock -- Certain Charter Provisions."

DILUTION

Investors purchasing shares of Common Stock in the Offerings will
experience immediate and substantial dilution of $13.63 in the net tangible book
value per share of Common Stock from an assumed initial public offering price at
the mid-point of the range set forth on the cover page of this Prospectus.
Additional dilution may result from the exercise of outstanding employee stock
options. See "Dilution."

17
<PAGE> 20

THE COMPANY

Snyder Communications is a rapidly growing provider of innovative and high
value-added outsourced marketing services. The Company designs and implements
marketing programs for its clients utilizing a range of complementary marketing
resources, including field sales, teleservices, WallBoards(R) and product
sampling. The Company's clients are primarily Fortune 500 companies with large
annual marketing expenditures facing significant competitive pressures to retain
or expand market share. Based on 1995 revenues, the ten largest clients of the
Company, listed alphabetically, were AT&T Communications, Inc., Eastman Kodak
Company, Gerber Products Company, Kellogg U.S.A., Inc., The Proctor & Gamble
Distributing Company, Lehn & Fink Products (now a unit of Reckitt & Colman,
Inc.), MCI Telecommunications Corporation, Nestle Beverage Company, The
Prudential Insurance Company of America and Reckitt & Colman, Inc.

The Company's revenues increased from $11.7 million in 1994 to $42.9
million in 1995, and from $14.0 million in the first six months of 1995 to $34.9
million in the first six months of 1996. Net income, as adjusted to reflect a
pro forma provision for income taxes, as if the Company were subject to
corporate income taxes, and to eliminate certain non-recurring compensation in
1995, grew from $1.2 million in the first six months of 1995 to $2.5 million in
the first six months of 1996.

Snyder Communications, Inc. was formed in June 1996 to be the holding
company for Snyder Communications, L.P. The Partnership was established in 1988
as a limited partnership in which SMS, formerly known as Snyder Communications,
Inc., was the general partner, and a Delaware limited partnership beneficially
owned by Mr. Mortimer B. Zuckerman and Mr. Fred Drasner, Chairman and President,
respectively, of U.S. News & World Report, L.P., was the sole limited partner
(the "Original Limited Partner"). Prior to the consummation of the
Reorganization (as defined below), SMS will be owned by Mr. Daniel M. Snyder,
Ms. Michele D. Snyder, Mr. Gerald S. Snyder and Dr. Anthony O. Roberts. In May
1995, the Partnership completed a private placement of 12.25% subordinated
debentures (the "Debentures") and limited partnership interests to certain
investors, including Allen & Company Incorporated, certain officers and related
persons of Allen & Company Incorporated, and certain other investors
(collectively, the "1995 Investors"), through which the 1995 Investors became
additional limited partners. See "Certain Transactions" and "Principal and
Selling Stockholders."

On or prior to the effectiveness of the Offerings, the Company will
consummate a reorganization (the "Reorganization") pursuant to which the Company
will acquire all of the limited partnership interests of the Partnership and all
of the issued and outstanding stock of SMS. Each 1% interest in the Partnership
will be exchanged, directly by the limited partners of the Partnership or
indirectly by the stockholders of SMS, for 294,584 shares of the Company's
Common Stock resulting in 29,458,400 aggregate shares issued in exchange for
100% of the Partnership. Upon consummation of the Reorganization, the Company
will own all of the limited partnership interests of the Partnership and all of
the issued and outstanding stock of SMS, the corporate general partner of the
Partnership, and thus, effectively, 100% of the Partnership.

18
<PAGE> 21

Prior to the Reorganization, the Partnership intends to distribute to its
partners, including SMS, its then cash balance in one or more distributions, and
SMS intends to distribute to its stockholders its then cash balance in one or
more distributions. The amount of the Distribution by the Partnership between
July 1, 1996 and the date of the Offerings is not expected to exceed $10.0
million. The Partnership distributed approximately $3.9 million in the aggregate
to its limited partners and, through SMS, to the SMS stockholders in 1995 and
approximately $8.6 million in the aggregate to date in 1996 (of which
approximately $2.7 million was a non-cash distribution), as a return on their
respective investments and to allow them to pay their income tax liability. See
"Certain Transactions." The Partnership's partners and the SMS stockholders are
liable for the income tax payable with respect to the Company's operations for
periods through the date of the Reorganization.

The Company's principal executive office is located at Two Democracy
Center, 6903 Rockledge Drive, Fifteenth Floor, Bethesda, Maryland 20817, and its
telephone number is (301) 468-1010.

19
<PAGE> 22

USE OF PROCEEDS

The net proceeds to be received by the Company from the Offerings are
estimated to be approximately $54.6 million, based on an assumed initial public
offering price of $15.00 per share, which is the mid-point of the initial public
offering price range set forth on the cover page of this Prospectus. The Company
will not receive any proceeds from the sale of the shares of Common Stock by the
Selling Stockholders (including any shares sold pursuant to the Underwriters'
over-allotment options). See "Principal and Selling Stockholders."

The Company intends to use approximately $7.1 million of the net proceeds
of the Offerings to repay in full the Company's Debentures, including accrued
and unpaid interest thereon, as of June 30, 1996, which were issued to the 1995
Investors on May 18, 1995, mature on December 31, 2001 and bear interest at a
fixed rate of 12.25% per annum. As of June 30, 1996, the outstanding principal
amount of the Debentures was $6.0 million, and accrued and unpaid interest
totaled $183,750. During the year ending May 18, 1997, the terms of the
Debentures permit prepayment of the principal at 115% of face value, plus
accrued and unpaid interest. The balance of the net proceeds will be used for
working capital and general corporate purposes, which may include expansion of
the Company's facilities, including the expansion of the Company's call centers
in Bethesda, Maryland, the establishment of the Company's call center in the
United Kingdom, the establishment of an executive office in the United Kingdom
and the establishment of additional field sales offices, expansion of the
Company's sales and marketing personnel, capital expenditures, and strategic
acquisitions of complementary businesses. The Company has not entered into any
agreements or understandings nor is it currently engaged in any negotiations or
discussions with respect to any acquisitions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Business -- Growth Strategy."

Pending application of the net proceeds as described above, the Company
intends to invest the net proceeds in short-term, interest-bearing investment
grade securities.

DIVIDEND POLICY

The Company currently intends to retain future earnings to finance its
growth and development and therefore does not anticipate paying any cash
dividends in the foreseeable future. Payment of any future dividends will depend
upon the future earnings and capital requirements of the Company and other
factors which the Board of Directors considers appropriate.

20
<PAGE> 23

CAPITALIZATION

The following table sets forth the combined capitalization of the Company
(i) at June 30, 1996, (ii) at June 30, 1996 after giving pro forma effect to the
Reorganization and the Distribution and (iii) at June 30, 1996 as further
adjusted to reflect the issuance of and the use of the estimated net proceeds
from the sale of the 4,038,162 shares of Common Stock offered by the Company
hereby (at an assumed initial public offering price of $15.00 per share which is
the mid-point of the initial public offering price range set forth on the cover
page of this Prospectus and after deduction of underwriting discounts and
estimated offering expenses). See "Use of Proceeds." This table should be read
in conjunction with the Company's Combined Financial Statements and notes
thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
AT JUNE 30, 1996
-----------------------------------
PRO FORMA,
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Current portion of notes payable and obligations under capital
leases...................................................... $ 401 $ 401 $ 401
======= ======= =======
Long-term debt, less current maturities(a).................... $ 5,906 $ 5,906 $ 678
Equity:
Preferred stock, none authorized, actual; $.001 par value
per share, 5 million shares authorized, none issued and
outstanding, pro forma and pro forma as adjusted....... -- -- --
Common stock, no stated par value, 3,000 shares
authorized, actual; $.001 par value per share, 120
million shares authorized, pro forma and pro forma as
adjusted; 2,000 shares issued and outstanding, actual;
29,458,400 shares issued and outstanding, pro forma;
and 33,496,562 shares issued and outstanding, pro forma
as adjusted(b)......................................... 1 30 34
Additional paid-in capital(c)............................ 1,360 (6,711) 47,920
Retained earnings (deficit)(c)(d)........................ (4,829) -- (1,269)
Limited partners' (deficit)(c)........................... (2,068) -- --
------- ------- -------
Total equity (deficit).............................. (5,536) (6,681) 46,685
------- ------- -------
Total capitalization (deficit)................. $ 370 $ (775) $47,363
======= ======= =======
</TABLE>

- ---------------
(a) Represents obligations under capital leases and the Debentures.

(b) Does not include approximately 3.0 million shares of Common Stock reserved
for issuance upon exercise of outstanding options. See "Management -- Stock
Option Plan."

(c) In connection with the Reorganization, the retained earnings and limited
partners' deficit balances will be reclassified to additional paid-in
capital. The pro forma additional paid-in capital balance also reflects the
planned Distribution by the Partnership of its cash balance to its existing
partners prior to the Offerings. The Company's cash balance at June 30,
1996 was $1.3 million. The amount of the Distribution by the Partnership
between July 1, 1996 and the date of the Offerings is not expected to
exceed $10.0 million. See "The Company."

(d) Pro forma, as adjusted retained earnings represents the after-tax effect of
prepayment penalties ($0.5 million) and the write-off of unamortized
discount and issuance costs ($0.8 million) associated with the repayment of
the Debentures. See "Use of Proceeds."

21
<PAGE> 24

DILUTION

The net tangible book value (deficit) of the Company at June 30, 1996,
after giving effect to the Reorganization but prior to the Distribution, was
approximately $(6.1 million), or $(0.21) per share of Common Stock. Net tangible
book value per share represents the amount of total tangible assets less total
liabilities, divided by the number of shares of Common Stock outstanding. After
giving effect to the Reorganization and the Distribution, the pro forma net
tangible book value (deficit) of the Company at June 30, 1996 would have been
approximately $(7.4 million) or $(0.25) per share of Common Stock.

Net tangible book value dilution per share represents the difference
between the amount paid by purchasers of shares of Common Stock in the Offerings
and the pro forma net tangible book value per share of Common Stock immediately
after completion of the Offerings. After giving effect to the sale of the shares
of Common Stock offered by the Company hereby at an assumed initial public
offering price of $15.00 per share, which is the mid-point of the initial public
offering price range set forth on the cover page of this Prospectus, and the
application by the Company of the estimated net proceeds to the Company
therefrom, the pro forma net tangible book value of the Company as of June 30,
1996 would have been approximately $46.0 million or $1.37 per share. This
represents an immediate increase in pro forma net tangible book value of $1.62
per share to existing stockholders and an immediate dilution of $13.63 per share
to new stockholders purchasing shares of Common Stock in the Offerings. The
following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.............. $15.00
Net tangible book value per share at June 30, 1996 after
giving effect to the Reorganization, but prior to the
Distribution.......................................... (0.21)
Decrease per share attributable to the Distribution..... (0.04)
Increase per share attributable to new stockholders..... 1.62
-----
Pro forma as adjusted net tangible book value per share after
the Offerings.............................................. 1.37
------
Net tangible book value per share dilution to new
stockholders............................................... $13.63
======
</TABLE>

The following table sets forth, on a pro forma basis after giving effect to
the Reorganization and assuming completion of the Offerings, the number of
shares of Common Stock purchased from the Company, the total cash consideration
paid for such shares and the average consideration paid per share by the
officers, directors, director nominees or beneficial owners of 10% or greater of
the outstanding Common Stock of the Company and by new investors. The following
computations assume an initial public offering price of $15.00 per share, which
is the mid-point of the initial public offering price range, before deducting
the underwriting discount and estimated offering expenses.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
--------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Officers, directors, director nominees
and 10% beneficial owners(a).......... 24,248,535 75.66% $ 288,842 0.2% $ 0.01
New investors........................... 7,800,000 24.34 117,000,000 99.8 15.00
---------- ----- ------------ ----- ------
Total(b)...................... 32,048,535 100.0% $117,288,842 100.0%
========== ===== ============ =====
</TABLE>

- ---------------
(a) Officers, directors, director nominees and 10% beneficial owners own, in the
aggregate, 95.1% of the outstanding shares of Common Stock prior to the
Offerings.

(b) Does not include shares of Common Stock purchased by existing stockholders
who are not officers, directors, director nominees or beneficial owners of
10% or greater of the outstanding Common Stock of the Company or options to
acquire 300,000 shares of Common Stock which are vested and currently
exercisable with an exercise price equal to the initial public offering
price. See "Management -- Stock Option Plan."

22
<PAGE> 25

SELECTED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

The following table sets forth selected financial and operating data as of
and for each of the years in the five-year period ended December 31, 1995, and
for the six months ended June 30, 1995 and 1996. The table also sets forth pro
forma income statement data for the year ended December 31, 1995 and the six
month periods ended June 30, 1995 and 1996 after giving effect to Federal and
state income taxes and the elimination in 1995 of certain non-recurring
compensation expense. The historical income statement data and balance sheet
data for and as of each of the years in the three-year period ended December 31,
1995, are derived from the audited Combined Financial Statements of the Company.
The income statement and balance sheet data for and as of each of the years in
the two-year period ended December 31, 1992 and each of the six month periods
ended June 30, 1995 and June 30, 1996, are derived from the unaudited Combined
Financial Statements of the Company and in the opinion of Management include all
adjustments (consisting of normal and recurring adjustments) which are necessary
to present fairly the results of operation and financial position of the Company
for the periods and at the dates presented. The selected financial and operating
data for the six months ended June 30, 1996 are not necessarily indicative of
the results to be expected for the full year. The following selected financial
and operating data should be read in conjunction with "Capitalization,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Combined Financial Statements and notes thereto included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------------------------- --------------------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues................................. $ 2,747 $ 4,056 $ 9,043 $11,740 $ 42,892 $ 13,981 $ 34,861
Operating expenses (excluding
compensation to SMS stockholders)(a)... 2,564 3,424 8,458 9,989 34,694 11,816 30,205
Compensation to SMS stockholders(a)...... -- -- -- -- 4,424 -- --
------- ------- ------- ------- ----------- ----------- -----------
Income from operations................... 183 632 585 1,751 3,774 2,165 4,656
Interest expense--substantially all to
related parties........................ (330) (407) (314) (296) (784) (215) (552)
Interest income.......................... 5 5 7 20 198 12 97
------- ------- ------- ------- ----------- ----------- -----------
Income (loss) before taxes............... (142) 230 278 1,475 3,188 1,962 4,201
SMS income tax provision (benefit)....... -- -- 15 85 (245) 383 58
------- ------- ------- ------- ----------- ----------- -----------
Net income (loss)........................ $ (142) $ 230 $ 263 $ 1,390 $ 3,433 $ 1,579 $ 4,143
======== ======== ======== ======== ============ ============ ============
Pro forma income data (unaudited):
Historical income before income taxes as
reported............................... $ 3,188 $ 1,962 $ 4,201
Pro forma adjustment for compensation to
SMS stockholders(a).................... 4,424 -- --
----------- ----------- -----------
Pro forma income before income taxes..... 7,612 1,962 4,201
Pro forma income tax provision(b)........ 3,021 779 1,681
----------- ----------- -----------
Pro forma net income(a)(b)............... $ 4,591 $ 1,183 $ 2,520
============ ============ ============
Pro forma net income per share(c)........ $ 0.15 $ 0.04 $ 0.08
============ ============ ============
Pro forma weighted average number of
shares outstanding(c).................. 30,207,057 30,207,057 30,207,057
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------- AS OF
1991 1992 1993 1994 1995 JUNE 30, 1996
------- ------- ------- ------- ------- --------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit).......................... $(2,146) $(1,214) $(1,802) $(1,509) $(1,564) $ (5,680)
Total assets....................................... 798 1,402 2,320 3,673 13,027 12,300
Long-term debt, less current maturities............ 2,426 3,234 2,638 2,057 5,460 5,906
Equity (deficit)................................... (3,983) (3,422) (3,235) (1,866) (1,050) (5,537)
</TABLE>

See Notes to Selected Financial and Operating Data

23
<PAGE> 26

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------------- AS OF
1993 1994 1995 JUNE 30, 1996
------ ------ ------ -------------
<S> <C> <C> <C> <C>
SELECTED OPERATING DATA (UNAUDITED):
Number of field sales offices............... -- 25 55 58
Number of call stations..................... -- -- 90 326
Number of teleservices associates........... -- -- 177 445
Number of WallBoard(R) programs............. 6 8 9 11
Number of sampling packs distributed (in
millions)................................. 2.6(d) 2.6(d) 3.8(d) (e)
Number of sampling pack locations (in
thousands)................................ 13.1 14.8 20.0 (e)
Number of sampling pack programs............ 2 2 4 6
Number of WallBoard(R) and sampling pack
sponsors(f)............................... 25 32 68 64
</TABLE>

- ---------------
(a) Certain employees of the Company also served as officers of SMS, the
corporate general partner of the Partnership, for which such employees
received compensation from SMS in 1995, which is treated as non-recurring.
The pro forma adjustment gives effect to the elimination in 1995 of this
non-recurring compensation based on compensation levels for the Company, as
approved by its Board of Directors. Following consummation of the
Reorganization, such officers will not be required to perform any comparable
duties or responsibilities for SMS. Further, other costs are not likely to
be incurred which would offset the impact of this pro forma adjustment.
Therefore, such compensation is treated as non-recurring. See Note 12 to the
Company's Combined Financial Statements.

(b) Prior to the Offerings, the Company's principal operations were not subject
to Federal or state corporate income taxes. The income statement data for
the year ended December 31, 1995 and the six-month periods ended June 30,
1995 and 1996 reflects a pro forma provision for income taxes as if all
operations of the Company were subject to Federal and state corporate income
taxes. The pro forma provision for income taxes represents an effective
combined Federal and state tax rate of approximately 39.7% for the year
ending December 31, 1995 and the six months ended June 30, 1995, and 40.0%
for the six months ended June 30, 1996. See "The Company" and Notes 6 and 12
to the Company's Combined Financial Statements.

(c) Prior to the Reorganization, the Partnership intends to distribute to its
partners, including SMS, its then cash balance in one or more
distributions, and SMS intends to distribute to its stockholders its then
cash balance in one or more distributions. The amount of the Distribution
by the Partnership between July 1, 1996 and the date of the Offerings is
not expected to exceed $10.0 million in the aggregate. Pro forma net income
per share information assumes that 748,657 of the shares being offered by
the Company hereby were outstanding during the periods indicated. This
represents the approximate number of shares of Common Stock that the
Company would need to issue (at an assumed initial public offering price of
$15.00 per share, which is the mid-point of the initial public offering
price range) to fund the payment of the Distribution in excess of earnings
to the Partnership's existing partners. See "The Company" and Note 2 to the
Combined Financial Statements.

(d) Represents sampling packs distributed during the years ended December 31,
1993, 1994 and 1995, respectively.

(e) As of June 30, 1996, the Company had contracts with clients to distribute
approximately 4.5 million sampling packs during 1996. As of the same date,
the Company had contracts with approximately 24,000 locations to distribute
such packs.

(f) A number of the Company's clients participate in both the WallBoard(R) and
sampling pack programs.

24
<PAGE> 27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
the Selected Financial and Operating Data of the Company and the Combined
Financial Statements of the Company and related notes thereto included elsewhere
in this Prospectus.

The Company was established in 1988 as a limited partnership between SMS,
as the general partner, and the Original Limited Partner. See "The Company." The
Company's primary business in 1988 was its WallBoard(R) programs. In 1991, the
Company began to develop sampling pack programs for target markets, and in 1993
initiated its field sales services in its Consumer Markets division. In late
1994, the Company began its Business Markets division utilizing, first, field
sales and, soon thereafter, teleservices. Teleservices were added to its
Consumer Markets division in the second quarter of 1996.

The Company's revenues have grown from $2.7 million in 1991 to $42.9
million in 1995. Virtually all of the growth in the Company's revenues during
such period and during the six months ended June 30, 1996, is attributable to
internal growth in the volume of services provided, rather than price increases
or acquisitions. In 1995, revenues from field sales in the Company's Consumer
Markets division contributed more than half of the Company's total revenues.
Revenues from the Company's Business Markets division contributed less than ten
percent of total revenues in 1995, although revenues in this new division grew
successively in each quarter of 1995 and continued their substantial growth into
1996. In 1995 revenues from the Company's WallBoard(R) programs were slightly
higher than revenues from its sampling pack programs, but the growth in revenues
from sampling programs during 1995 was greater than the growth in WallBoard(R)
revenues.

The Company's growth through 1992 was attributable to the introduction,
development and expansion of new WallBoard(R) and sampling pack programs in its
Marketing Services division. This business grew significantly in 1993 and
continued to grow in subsequent years, modestly in 1994 and more substantially
in 1995.

The Company's rapid growth in 1995 and the first six months of 1996 is
primarily the result of the Company's expansion into field sales. The Company
provided targeted field sales services on a modest scale in 1993 and the
beginning of 1994. In the latter part of 1994, the Company entered into a
contract with AT&T under which the Company provided field sales services,
selling telecommunications services to residential customers in selected
multi-cultural markets and general markets. As a result of AT&T's satisfaction
with the Company's services, this client expanded the scope of the Company's
efforts in 1995. Revenues from services provided to AT&T increased from $1.7
million in 1994 to $25.0 million in 1995, and from $6.6 million in the first six
months of 1995 to $19.7 million in the first six months of 1996. In late 1994
and in 1995, the Company established a significant field sales force in its
Consumer Markets division and opened 29 offices by the end of 1995. The Company
has continued in 1996 to add staff, including more field sales supervisors and
senior executives, to improve the quality of the field sales force, training
programs and support systems to allow for the continued expansion of its
existing services and the possible introduction of additional clients in the
Consumer Markets Division. These increases, especially the addition of a
significant number of field sales supervisors, have increased the cost of
services and have adversely affected operating margins in recent periods. The
Company anticipates that its continued build-up of infrastructure to accommodate
anticipated growth may adversely affect operating margins in future periods. See
"-- Quarterly Results." In the second quarter of 1996, the Company added
outbound teleservices in its Consumer Markets division.

In the latter half of 1994, the Company also began to market
business-to-business telecommunications services on behalf of MCI by developing
separate field sales and teleservices in its Business Markets division. As in
its Consumer Markets division, the Company has, to date, added new staff,
locations and systems to allow for the expansion of services to MCI and the
introduction of new clients. Outbound teleservices were added in the Business
Markets division in the second quarter of 1995. Both the field sales and
teleservices components of the Business Markets division grew continuously
throughout 1995 and through June 30, 1996.

25
<PAGE> 28

RESULTS OF OPERATIONS

In its Consumer Markets and Business Markets divisions, the Company
currently receives revenues from clients to which it provides field and
teleservices sales and marketing services based on both the number of accepted
subscribers and the type of services sold. The Company typically receives a
fixed dollar amount per subscriber. Revenues related to such sales are
recognized on the date that the application for service is accepted by the
Company's telecommunications clients. Commencing in January 1997, in its
Business Markets Division, the Company will earn revenues from its
telecommunications client based on a percentage of revenues generated for the
client by the subscribers obtained by the Company rather than a fixed amount per
subscriber. In its Marketing Services division, the Company is paid by sponsors
in its WallBoard(R) and product sampling programs in installments, generally
quarterly or semi-annually, over the term of the contract under which services
are rendered, which is generally one year.

Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel, including
senior executive officers associated with specific divisions, inventory,
payments to third-party vendors and systems and other support facilities
specifically associated with client programs.

Selling, general and administrative expense is primarily comprised of costs
associated with the Company's centralized staff functions, such as financial,
accounting, human resources and personnel costs of senior executive officers not
specifically associated with any single division.

Prior to the Reorganization, the Company's principal operations have not
been subject to entity level Federal or state corporate income taxes. Further,
in addition to compensation paid by the Partnership to Mr. Daniel M. Snyder, Ms.
Michele D. Snyder and Mr. Gerald S. Snyder, SMS, the corporate general partner
of the Partnership, paid compensation to the same three individuals for services
performed for that entity. Because the financial statements of SMS and the
Partnership are combined, the compensation paid in 1995 by SMS is included in
the Combined Financial Statements of the Company even though no such
compensation will be paid in 1996 or in the future following the Reorganization
and the Offerings. Accordingly, such amount is separately set forth in the
Combined Financial Statements of the Company as "Compensation to stockholders of
SMS" and is characterized as a non-recurring charge. Pro forma net income for
the year ended December 31, 1995 and for the six-month periods ended June 30,
1995 and 1996 is adjusted for income taxes as if the Company had been treated as
a C corporation and reflects the elimination in 1995 of the non-recurring charge
of $4.4 million related to compensation paid to certain stockholders of SMS. The
Company expects to recognize a net deferred income tax asset of $137,000 at the
time of the Reorganization which will increase net income by that amount in that
period. In addition, the Company intends to use a portion of the net proceeds
from the Offerings to repay all amounts due under the Debentures. See "Use of
Proceeds." Early retirement of the Debentures will result in an extraordinary
charge to income estimated to be $2.1 million ($1.3 million net of income
taxes), determined as of June 30, 1996, representing prepayment penalties plus
the write-off of unamortized discount and debt issuance costs.

26
<PAGE> 29

The following sets forth, for the periods indicated, certain components of
the Company's operating statement data, including such data as a percentage of
revenues.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------------------- ----------------------------------
1993 1994 1995 1995 1996
-------------- --------------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues..................... $9,043 100.0% $11,740 100.0% $42,892 100.0% $13,981 100.0% $34,861 100.0%
Operating expenses:
Cost of services......... 5,455 60.3 6,464 55.1 27,480 64.1 9,046 64.7 23,634 67.8
Selling, general and
administrative
expenses............... 3,003 33.2 3,525 30.0 7,214 16.8 2,770 19.8 6,571 18.8
Compensation to SMS
stockholders............... -- -- 4,424 10.3 -- --
------ ----- ------- ----- ------- ----- ------- ----- ------- -----
Income from operations....... 585 6.5 1,751 14.9 3,774 8.8 2,165 15.5 4,656 13.4
Interest expense............. (314) (3.5) (296) (2.5) (784) (1.8) (215) (1.5) (552) (1.6)
Interest income.............. 7 0.1 20 0.2 198 0.5 12 0.1 97 0.3
------ ------- ------- ------- -------
Income before taxes.......... 278 3.1 1,475 12.6 3,188 7.4 1,962 14.0 4,201 12.1
SMS income tax provision
(benefit).................. 15 0.2 85 0.7 (245) (0.6) 383 2.7 58 0.2
------ ------- ------- ------- -------
Net income................... $ 263 2.9% $ 1,390 11.8% $ 3,433 8.0% $ 1,579 11.3% $ 4,143 11.9%
====== ======== ======== ======== ========
Pro forma income data
(unaudited):
Historical income before
income taxes as
reported............... $ 3,188 7.4% $ 1,962 14.0% $ 4,201 12.1%
Pro forma adjustment for
compensation to SMS
stockholders........... 4,424 10.3 -- --
Pro forma provision for
income taxes............... (3,021) (7.0) (779) (5.6) (1,681) (4.8)
------- ------- -------
Pro forma net income......... $ 4,591 10.7% $ 1,183 8.5% $ 2,520 7.2%
======== ======== ========
</TABLE>

Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995

Revenues. Revenues increased $20.9 million, or 149.3%, from $14.0 million
in the first six months of 1995 to $34.9 million in the first six months of
1996. Of such increase, approximately 63% was attributable to significantly
higher revenues in the Consumer Markets division, predominantly from increased
field sales of long distance telecommunications services to residential
customers, and approximately 39% was attributable to higher revenues in the
Business Markets division, as a result of increased revenues from both field
sales and teleservices sales of long distance telecommunications services to
business customers under contracts that were in the early stages of
implementation in the beginning of 1995. The increased revenues in the Consumer
Markets and Business Markets divisions were offset by a slight decline in
revenues in the Marketing Services division. In the Business Markets division,
field sales revenues grew more rapidly than teleservices revenues, reflecting
the later introduction of teleservices. Services provided under these contracts
increased throughout 1995 and the six months ended June 30, 1996. This increase
in revenues corresponded to the buildup during 1995 in sales offices and the
number of field sales personnel in both the Consumer Markets and Business
Markets divisions. Revenues in the Marketing Services division declined slightly
primarily as a result of a decline in revenues from sampling pack programs,
offset by growth in revenues from the WallBoard(R) programs. The decline in
sampling pack program revenues was due to fewer products being included in
sampling packs in the 1996 programs.

Cost of Services. Cost of services increased $14.6 million from $9.0
million in the first six months of 1995 to $23.6 million in the first six months
of 1996 due to the growth in services performed for clients. Cost of services as
a percentage of revenues increased from 64.7% to 67.8%. This increase in the
cost of services as a percentage of revenues resulted from an increase in the
cost of services as a percentage of revenues in the

27
<PAGE> 30

Consumer Markets division offset in part by a decrease in the cost of services
as a percentage of revenues in the Business Markets and Marketing Services
divisions.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $3.8 million from $2.8 million in the first
six months of 1995 to $6.6 million in the first six months of 1996. Selling,
general and administrative expense as a percentage of revenues decreased from
19.8% in the first six months of 1995 to 18.8% in the first six months of 1996,
reflecting a moderately increased corporate overhead expense being spread over a
larger base of revenues.

Interest Expense. Interest expense increased $.4 million from $.2 million
in the first six months of 1995 to $.6 million in the first six months of 1996
due primarily to interest expense related to the Debentures issued in May 1995.

Pro Forma Net Income. Pro forma net income increased $1.3 million from
$1.2 million in the first six months of 1995 to $2.5 million in the first six
months of 1996, primarily due to growth in revenues.

1995 Compared to 1994

Revenues. Revenues increased $31.2 million, or 265.3%, from $11.7 million
in 1994 to $42.9 million in 1995. Of such increase, approximately 75% was
attributable to higher revenues in the Consumer Markets division generated by
increased field sales of long distance services to residential customers,
approximately 8% was attributable to increased sales of long distance services
to business customers in the Business Markets division, and approximately 17%
was attributable to increased revenues in the Marketing Services division,
principally increased revenues from the Company's sampling pack programs. The
increase in revenues in the Consumer Markets division was predominantly due to
the rapid growth of sales of long distance services to residential customers in
certain multi-cultural markets under the contract with AT&T which commenced in
the fourth quarter of 1994 and the expansion of services in 1995 to include all
domestic markets. The increase in revenues in the Business Markets division was
attributable to the commencement of a contract with MCI to sell
business-to-business long distance services in the first quarter of 1995.
Marketing services revenues also increased, principally as a result of new
sampling pack programs initiated in 1995 and the addition of new clients to
existing programs.

Cost of Services. Cost of services increased $21.0 million from $6.5
million in 1994 to $27.5 million in 1995. Cost of services, as a percentage of
revenues, increased from 55.1% in 1994 to 64.1% in 1995 primarily reflecting
increased staffing at the divisional level to support the significant growth and
potential future growth in the Consumer Markets and Business Markets divisions.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $3.7 million, from $3.5 million in 1994 to
$7.2 million in 1995 due primarily to additional administrative personnel and
related corporate expenses associated with the Company's growth. Selling,
general and administrative expenses, as a percentage of revenues, decreased from
30.0% in 1994 to 16.8% in 1995, reflecting a moderately increased corporate
overhead expense being spread over a much larger base of revenues.

Interest Expense. Interest expense increased from $0.3 million in 1994 to
$0.8 million in 1995 due to interest expense related to the Debentures which
were issued in May 1995.

Net Income. Net income increased $2.0 million from $1.4 million in 1994 to
$3.4 million in 1995 as a result of the combination of significantly increased
revenues from the development of the Consumer Markets and Business Markets
divisions and controlled overhead expenditures.

1994 Compared to 1993

Revenues. Revenues increased $2.7 million, or 29.8%, from $9.0 million in
1993 to $11.7 million in 1994. Approximately 62% of such increase resulted from
additional revenues in the Consumer Markets division relating to increased field
sales of long distance services to residential customers. Revenues increased in
the Consumer Markets division because the Company began developing, in late
1993, a field sales force to

28
<PAGE> 31

sell long-distance services to customers in certain multi-cultural market
segments. Approximately 21% of such increase resulted from higher revenues in
the Business Markets division as a result of the commencement of field sales of
telecommunications services and paging services to business customers.
Approximately 17% of such increase was attributable to higher revenues in the
Marketing Services division, as a result of a significant increase in revenues
from sampling pack programs, which was offset in part by lower revenues from
WallBoard(R) programs.

Cost of Services. Cost of services increased $1.0 million from $5.5
million in 1993 to $6.5 million in 1994. Cost of services as a percentage of
revenues decreased from 60.3% in 1993 to 55.1% in 1994. This decrease was
primarily due to start-up costs incurred in 1993 associated with the Company's
Consumer Markets division, which were not offset by a corresponding increase in
revenues during the period.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $0.5 million from $3.0 million in 1993 to $3.5
million in 1994. Selling, general and administrative expenses as a percentage of
net revenues decreased from 33.2% in 1993 to 30.0% in 1994 as overhead costs
increased more slowly than revenues.

Interest Expense. Interest expense remained constant at $0.3 million in
1993 and 1994.

Net Income. Net income increased $1.1 million from $0.3 million in 1993 to
$1.4 million in 1994, due to improved operating margins in the Marketing
Services division and additional revenues from the Consumer Markets division.

QUARTERLY RESULTS

The Company has experienced, and in the future may experience, quarterly
variations in revenue due to a number of factors, many of which are outside of
the Company's control, including: the timing of new contracts, the timing of
clients' promotional campaigns and the seasonal patterns of certain businesses
serviced by the Company. Certain costs incurred by the Company may be recognized
in periods prior to the recognition of revenue under existing contracts.
Historically, seasonal variations in the Company's business have been
overshadowed by the Company's growth. The Company expects that in the future its
sales will reflect seasonal effects in the first and third quarters due to
weather related impact on the field sales force and the impact in the Company's
teleservices operations of the decreased ability to reach potential consumers as
a result of summer vacations.

29
<PAGE> 32

The following table sets forth the unaudited quarterly results of
operations for each of the four quarters in 1995 and the first two quarters in
1996. In Management's opinion, this unaudited quarterly information includes all
adjustments which are necessary for a fair presentation of the information for
the quarters presented. The operating results in any quarter are not necessarily
indicative of the results which may be expected for any other interim period or
for the year ending December 31, 1996.

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
1995 1995 1995 1995 1996 1996
--------- -------- ------------- ------------ --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues........................ $ 6,127 $7,853 $11,937 $ 16,974 $17,360 $ 17,501
Operating expenses:
Cost of services........... 3,823 5,223 7,523 10,910 11,665 11,969
Selling, general and
administrative
expenses................. 1,123 1,647 1,935 2,509 3,005 3,566
Compensation to SMS
stockholders............. -- -- -- 4,424 -- --
--------- -------- ------------- ------------ --------- --------
Income (loss) from operations... 1,181 983 2,479 (869) 2,690 1,966
Interest
expense -- substantially all
to related parties............ (64) (151) (279) (289) (274) (279)
Interest income................. 4 8 69 116 69 29
--------- -------- ------------- ------------ --------- --------
Income (loss) before taxes...... 1,121 840 2,269 (1,042) 2,485 1,716
Pro forma adjustment for
compensation to SMS
stockholders.................. -- -- -- 4,424 -- --
--------- -------- ------------- ------------ --------- --------
Pro forma income before taxes... $ 1,121 $ 840 $ 2,269 $ 3,382 $ 2,485 $ 1,716
</TABLE>

As discussed above, the rapid increase in revenues and corresponding
increase in expenses during the six quarters ended June 30, 1996 were
predominantly attributable to the Company's commencement of services with AT&T
in its Consumer Markets division in late 1994 and with MCI in its Business
Markets division in early 1995. Services performed for these clients increased
in each quarter during the six-quarter period. Revenues in the Marketing
Services division fluctuated modestly on a quarter-to-quarter basis during this
six-quarter period.

The Company's operating margins (income from operations before compensation
to SMS stockholders divided by revenues) increased during the third and fourth
quarters of 1995 compared to the second quarter of 1995, as the growth in the
Company's revenues outpaced the build-up of infrastructure to accommodate the
rapid growth in revenues during the third and fourth quarters of 1995. Operating
margins decreased in the first and second quarters of 1996 compared to the prior
two quarters. The Company expects that operating margins in future periods will
be lower than those reported in the third and fourth quarters of 1995 as the
Company continues to build-up infrastructure to accommodate anticipated growth.
The Company's operating margins in the first and second quarters of 1996 were
influenced by several factors. Beginning in 1996, the Company accelerated its
infrastructure development to accommodate both its current growth and
anticipated growth and began to put in place the capability to expand its
services to additional categories of customers. Expenses relating to the
build-up of infrastructure, including training programs, additional supervisory
personnel, quality assurance programs, salaries associated with additional
marketing staff and additional executive personnel, were greater in the first
and second quarters of 1996 than in prior periods. In addition, in 1996 the
Company expanded the number of programs in its Marketing Services division,
which programs are expected to become revenue generating in 1997. To market the
additional capacity in its Marketing Services division, as well as to exploit
unutilized capacity in its existing programs, the Company significantly expanded
the sales force in this division in the second quarter of 1996. Accordingly, the
sales expense associated with the Marketing Services division increased
significantly in the second quarter of 1996, although any increase in revenue
from the expansion of the sales staff and the additional number of programs is
expected to be realized almost entirely in

30
<PAGE> 33

1997. As a result of this combination of actions, the Company believes it is
more capable to accommodate additional growth successfully.

The Company has experienced, and in the future expects that it will
experience, quarterly variations in its operating margins due to a number of
factors, certain of which are outside the Company's control, including: the
timing of new contracts, the timing of clients' promotional campaigns, the
seasonal patterns of certain businesses serviced by the Company, and the timing
of costs associated with the build-up in the Company's infrastructure to
accommodate anticipated future growth or new services.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth selected cash flow information for the
periods indicated.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------- ------------------
1993 1994 1995 1995 1996
------ ------ ------- ------- -------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net cash provided by operating activities... $1,247 $1,443 $ 8,118 $ 3,372 $ 4,656
Net cash (used) by investing activities..... (691) (536) (3,903) (3,126) (1,250)
Net cash (used) by financing activities..... (424) (661) (931) 1,804 (6,006)
</TABLE>

The Company's primary source of funding has been, and continues to be, cash
flow from operations. For the years 1993, 1994 and 1995 and the first six months
of 1996, the Company generated an aggregate of $15.5 million in cash from
operating activities.

The Company's accounts receivable turnover ratio (revenues for the period
divided by average accounts receivable for the period) (annualized) was 13.51
for 1993, compared to 10.96 for 1994, and 19.68 for 1995. The Company's accounts
receivable turnover ratio (annualized) was 12.71 for the six months ended June
30, 1995, compared to 17.62 for the six months ended June 30, 1996. The
improvement in the accounts receivable turnover ratio is primarily attributable
to the significant increase over the periods presented of the Company's sales to
one telecommunications client and the resulting cash flows from its invoice
payment schedule.

Cash used in investing activities has been primarily to fund the purchase
of wallboard frames, computer equipment and other capital to support the
expansion of the Company's marketing services business and data processing and
network capabilities. Cash used in investing activities for 1995 includes $2.8
million in advances to SMS stockholders.

Cash flows from financing activities include the effect of the May 1995
issuance of the Debentures ($6.0 million face amount), the proceeds of which
were used in part to repay a note to the Original Limited Partner in the amount
of $2.6 million and to make special cash distributions to the existing limited
partners of $1.1 million. Additional cash distributions to the limited partners
during the period from January 1, 1993 through June 30, 1996 totaled $6.2
million. These distributions included amounts necessary to cover the limited
partners' tax liability related to the income of the Partnership.

During the periods covered, the Company financed certain equipment
purchases through capital leases with various leasing companies. The leases are
secured by the related equipment. Total leases outstanding as of June 30, 1996
are $1.1 million. These leases are payable in varying installments through
fiscal 1999 with a weighted average interest rate of 11.9%.

During 1995, SMS advanced to a stockholder $2.7 million, evidenced by a
non-interest-bearing loan secured by all of such stockholder's stock in SMS. SMS
distributed the obligation, in-kind, to the stockholders of SMS, pro rata on
June 30, 1996. See "Certain Transactions."

Prior to the Reorganization, the Partnership intends to distribute to its
partners, including SMS, its then cash balance in one or more distributions, and
SMS intends to distribute to its stockholders its then cash balance in one or
more distributions. The Company's cash balance at June 30, 1996 was $1.3
million. The Company's cash balance is expected to increase prior to the
consummation of the Reorganization and the Offerings primarily as a result of
collection of receivables, recovery of certain deposits, the completion of

31
<PAGE> 34

pending equipment financings and improved management of other working capital
balances. The amount of the Distribution by the Partnership between July 1, 1996
and the date of the Offerings is not expected to exceed $10.0 million in the
aggregate. The Partnership distributed approximately $3.9 million in the
aggregate to its limited partners and, through SMS, to the SMS stockholders in
1995 and approximately $8.6 million in 1996 (of which approximately $2.7 million
was a non-cash distribution), as a return on their respective investments and to
allow them to pay their income tax liability. The Partnership's partners and the
SMS stockholders are liable for the income tax payable with respect to the
Company's operations for periods through the date of the Reorganization.

The Company expects to use a portion of the net proceeds from the Offerings
to fund its anticipated growth, including expansion of the Company's facilities,
expansion of the Company's call centers in Bethesda, Maryland, the establishment
of the Company's call center in the United Kingdom and the establishment of an
executive office in the United Kingdom. The Company currently estimates that it
will commit between $13 million to $18 million for capital expenditures relating
to such expansion during the twelve-month period ending June 30, 1997.

The Company believes that the proceeds from the Offerings, together with
cash generated from operations and cash available to the Company through future
borrowing arrangements, will be sufficient to finance the Company's current
operations, planned capital expenditures and future growth.

32
<PAGE> 35

BUSINESS

GENERAL

Snyder Communications is a rapidly growing provider of innovative and high
value-added outsourced marketing services. The Company designs and implements
marketing programs for its clients utilizing a range of complementary marketing
resources, including field sales, teleservices, WallBoards(R) and product
sampling. The Company's clients are primarily Fortune 500 companies with large
annual marketing expenditures facing significant competitive pressures to retain
or expand market share. Based on 1995 revenues, the ten largest clients of the
Company, listed alphabetically, were AT&T Communications, Inc., Eastman Kodak
Company, Gerber Products Company, Kellogg U.S.A., Inc., The Proctor & Gamble
Distributing Company, Lehn & Fink Products (now a unit of Reckitt & Colman,
Inc.), MCI Telecommunications Corporation, Nestle Beverage Company, The
Prudential Insurance Company of America and Reckitt & Colman, Inc.

INDUSTRY OVERVIEW

33
<PAGE> 36

general population in the United States would grow approximately 13% by 2010.
Similarly, at that time, the Census Bureau projected, based in part on 1990
census data, that the 50 years or older population in the United States was
comprised of approximately 68.3 million people in 1995, and would grow
approximately 41% by 2010. The Company believes that many of its programs in its
Marketing Services division are in locations that are often used by people who
are 50 years or older.

The Company focuses, in part, on identifying industries and markets in
which companies are under strong competitive pressure to enhance or retain
market share. The Company believes that prospective clients in these areas will
more fully recognize the value of using an outsourced marketing services firm to
gain such market share. The Company then identifies market segments that
prospective clients may perceive will include high-value customers, and designs
and implements marketing strategies designed to reach such customers. In
developing its field sales force and marketing services capabilities, the
Company has focused on the telecommunications industry as a source of clients,
because the competitive effects that have and will continue to occur as barriers
to competition are being removed and the number of telecommunications companies
providing various types of services is rising dramatically. In establishing
relationships with its telecommunications clients, the Company developed a
strategy to target markets, such as those in multi-cultural communities, that
its clients believe contain high-value customers.

The Company believes that other industries such as managed health care,
package delivery and on line services, will face increased competition for
customers in the future as a result of the dramatic changes in their respective
industries. Accordingly, the Company is actively pursuing opportunities with
such organizations.

The industry in which the Company operates tends to be highly fragmented
and characterized by a large number of in-house and independently owned
organizations. Most of the companies operating in the industry offer a limited
number of services within a limited geographic area. The Company believes that
consolidation within the industry will provide significant opportunities to
increase market share through strategic acquisitions. See "-- Competition."

GROWTH STRATEGY

The Company's commitment to continued growth through internal expansion and
complementary acquisitions is evidenced by the following:

Consumer Markets

- The Company is adding approximately 80 call stations, which it expects
will be operating by late 1996, to its existing 300 call stations in this
division.

- In June 1996, the Company expanded its relationship with AT&T by entering
into a new agreement with AT&T (U.K.), to market long-distance
telecommunications services to residential customers

34
<PAGE> 37

based in the United Kingdom. As part of this expansion, the Company
intends to add one call center and one or more field sales offices in the
United Kingdom in 1997.

- The Company entered into a contract with Prodigy in June 1996, to provide
marketing and sales services for Prodigy's online service to residential
customers, using the Company's field sales, including event marketing,
and other marketing services.

Business Markets

- In August 1996, the Company entered into an agreement with Lucent to
market and sell certain Lucent telecommunications equipment, and in
September 1996, the Company entered into a contract with DHL Airways,
Inc. for overnight delivery services. In both cases, the products will be
marketed to business customers throughout the United States using the
Company's field sales, inbound and outbound teleservices and other
marketing services.

- The Company also seeks to add additional inbound telephone-based sales in
its Business Markets division.

Marketing Services

- The Company increased the number of sales managers and executives in this
division from five as of December 31, 1993 to approximately 20 as of June
30, 1996, to take advantage of opportunities to expand the services
offered to existing clients and to develop new lines of business.

- The Company has recently developed, in conjunction with Hoechst Marion
Roussel, its Allergy Health WallBoard(R), of which Hoechst Marion Roussel
is the exclusive client sponsor under a three-year contract with the
Company. The Company currently has contracts with approximately 600
allergists' and otolaryngologists' offices in which the Allergy Health
WallBoard(R) will be located beginning in the fourth quarter of 1996.

SERVICES

The Company offers a range of complementary marketing services through its
Consumer Markets, Business Markets and Marketing Services divisions. In the
Consumer Markets and Business Markets

35
<PAGE> 38

divisions, the Company currently focuses on marketing and selling long-distance
telecommunications services, with a particular emphasis on multi-cultural
markets. The Marketing Services division is responsible for the Company's
WallBoard(R) and sampling pack programs. The following describes the services
offered by the Company.

CONSUMER MARKETS

In its Consumer Markets division, established in 1993, the Company provides
outsourced marketing services to AT&T. Using face-to-face field sales, including
event marketing, and teleservices, the Company markets AT&T long-distance
telecommunications services to residential customers. The Company began
marketing AT&T services using its field sales force in February 1994. The
Company expanded this relationship to add teleservices capabilities in the
second quarter of 1996. The revenues generated by AT&T have grown from $1.7
million in 1994 to $25.0 million in 1995. See "Risk Factors -- Reliance on
AT&T."

The Company, jointly with AT&T, develops sales and marketing programs
designed to enroll residential long-distance telecommunications customers for
AT&T. The Company provides AT&T with turn-key programs. The Company develops
lists of potential customers to be contacted; creates marketing materials,
including customer applications; hires, trains and supervises its sales
representatives and teleservices associates to market AT&T services; and
monitors the effectiveness of its programs. The Company's turn-key approach
differentiates it from other marketing services firms, which generally merely
implement a client's marketing strategy using contact lists provided by the
client.

The Company targets multi-cultural markets, particularly the Hispanic and
Asian markets, as well as general consumer markets throughout the United States,
seeking in particular to secure customers who AT&T believes would be high-value
subscribers. To reach multi-cultural markets, the Company develops demographic
databases identifying potential customers in such communities and employs field
sales representatives and teleservices associates who are capable of marketing
services in a prospective customer's native language as well as in English. The
Company's Consumer Markets division currently markets telecommunications
products and services in 15 foreign languages, including Spanish, Mandarin,
Cantonese, Vietnamese, Korean and Russian. The Company estimates that over sixty
percent of the field sales associates in the Consumer Markets division are
bilingual; all of the Company's teleservices associates in the Consumer Markets
division are bilingual. The Company also develops and distributes sales
literature and collateral documents in each of these languages. The Company
believes that the ability of its personnel to speak with and provide materials
to a prospective customer in either English or the customer's native language
helps the prospective customer to have a clearer understanding of the services
being offered, which the Company believes increases its ability to attract
customers for AT&T. In addition, in marketing services to these multi-cultural
communities, the Company has developed databases of information on specialized
demographic segments, which the Company intends to use in the future to market
products and services for additional clients.

FIELD SALES. The Company has provided outsourced field sales to AT&T
through its Consumer Markets division since 1994. AT&T was initially a client in
one of the Company's WallBoard(R) programs. See "-- Marketing Services." As of
June 30, 1996, the Company employed in its Consumer Markets division
approximately 550 field sales representatives, 65 field supervisors, 26 district
managers and five regional managers, located in 32 offices in 28 cities
throughout the United States. The Company's field sales representatives are
full-time employees with benefits. The Company's field sales force is supported
by the administrative and executive personnel in the division, as well as the
Company's corporate staff. The Company has established a management structure
designed to provide appropriate supervision of, and support for, its field sales
representatives. Each of the five regional managers is responsible for five to
seven districts. Each district is managed by a district manager, who oversees
from two to seven field supervisors. Field supervisors in turn manage from five
to 20 field sales representatives. All field sales representatives are trained
in appropriate sales and marketing procedures as well as the specific services
being marketed by AT&T. See "-- Hiring and Training."

In addition, the Company also offers event marketing in its Consumer
Markets division. Within each sales district, district managers and field
supervisors identify fairs, festivals and other events that they believe

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<PAGE> 39

present an opportunity through which the Company will be able to reach a
multi-cultural market or the general market. The Company works with the event
coordinator, leasing times during which the Company's field sales
representatives market products and services from a booth set up by the Company
on the premises. Under the Company's contract with AT&T, AT&T has the right to
determine which events will be available to the Company and often chooses to
handle larger events through AT&T's own internal sales force. The Company also
conducts event marketing at shopping malls. Most of the Company's event
marketing is conducted by bilingual sales representatives at community
festivals.

Through June 30, 1996, the Company's field sales operations in its Consumer
Markets division have generated a significantly greater percentage of revenues
than the division's teleservices operations.

TELESERVICES. Beginning in 1996, the Company began to perform teleservices
in its Consumer Markets division for AT&T, to provide another avenue through
which to market AT&T long distance telecommunications services. Teleservices
associates contact prospective customers by telephone, utilizing a computerized
call management system that provides the associate with a script from which to
market selected client products and services. As soon as the teleservices
associate begins to speak, the call management system provides the associate
with information regarding the prospective customer, including name and address.
The Company also recently installed a predictive dialing system, which enhances
the number of contacts a teleservices associate can make per hour by
automatically bypassing busy signals, telephone answering machines and voice
mail boxes.

In the Consumer Markets division, the Company conducts its teleservices
marketing activities from two call centers located in Bethesda, Maryland, which
had 300 call stations as of June 30, 1996. The Company is in the process of
expanding to approximately 380 the number of call stations in its Consumer
Markets division. As of June 30, 1996, the Consumer Markets division employed,
in addition to two directors and two line managers, approximately 390
teleservices associates and 18 supervisors. All of the Company's teleservices
associates are part-time employees who are trained upon hiring and periodically
throughout their employment in appropriate marketing techniques. See "-- Hiring
and Training." Teleservices associates are paid on an hourly basis and are
eligible to earn commissions based on customer sales. See "-- Employees."

CONTRACTUAL RELATIONSHIP WITH AT&T. Under its contract with AT&T, the
Company currently markets a wide range of AT&T long-distance telecommunications
services to U.S.-based residential customers, seeking to identify and access
customers in multi-cultural communities in which the Company has developed an
expertise, as well as the general population in the United States. The services
that the Company currently provides to AT&T include field sales and teleservices
for the Foreign-Origin Consumer Market, and field sales for the Domestic
Consumer Market. The Company's contract with AT&T, which relates to the Foreign-
Origin Consumer Market, runs through December 1997, subject to AT&T's right to
seek to renew the contract upon terms mutually agreeable to AT&T and the
Company.

AT&T enjoys certain exclusivity rights under its contract with respect to
the Foreign-Origin Consumer Market. During the term of the contract, the Company
cannot, for any other long-distance telecommunications company, target the
Foreign-Origin Consumer Market by (i) creating or distributing customized
application brochures to be inserted in the publications in which such brochures
are placed by the Company on behalf of AT&T, or (ii) offering programs similar
to those offered to AT&T under the contract. In addition, during the term of the
contract, if the Company wishes to institute any other marketing program that
involves long-distance telecommunications services targeted to the
Foreign-Origin Consumer Market, AT&T has an exclusive 45-day period in which to
negotiate with the Company with respect to such program. Until 30 days following
termination of the contract, the Company can neither provide, nor enter into
negotiations or discussions to provide, customer acquisition services for
long-distance telecommunications services targeted to the Foreign-Origin
Consumer Market for any other telecommunications company.

The Company's arrangement with AT&T relating to field sales marketing
services performed by the Company for AT&T with respect to the Domestic Consumer
Market is not reflected in a formal contract. The Company has provided such
services to AT&T since September 1995, initially through a program that expired
in December 1995. Since the expiration of that program, the Company has
continued to provide such services to AT&T. The Company anticipates that this
arrangement will continue through December 1996. In the first

37
<PAGE> 40

six months of 1996, services performed by the Company for AT&T in the Domestic
Consumer Market accounted for approximately 21% of the Company's total revenues.

Consistent with the Company's focus on providing turn-key marketing
programs, AT&T compensates the Company based on the type of customers enrolled
by the Company. In addition, under certain circumstances these rates are
adjusted if performance goals are not met. The contract with AT&T does not
establish a maximum amount the Company can earn for its services, although the
Company is subject to an informal cap on total sales in the AT&T Domestic
Consumer Market for the remainder of 1996. The Company believes that this
pricing system is attractive to AT&T, because AT&T pays only for quantifiable
results.

The Company has recently expanded its relationship with AT&T by signing a
contract with AT&T (U.K.), an affiliate of AT&T, to provide targeted marketing
services for U.K.-based long-distance residential customers. The contract
commences October 1, 1996 and expires on September 30, 1998. Under the contract,
the Company will provide field sales and teleservices for AT&T (U.K.) to sell
long-distance calling services to all residential consumers in the United
Kingdom, including customers in certain multi-cultural markets. Because of the
time associated with developing a field sales and teleservices force in the
United Kingdom, the Company does not expect to generate significant revenues
under this contract until 1997.

CLIENT EXPANSION. The Company seeks to expand the number of clients and
industries served by the Consumer Markets division, relying primarily upon its
existing infrastructure. In June 1996, the Company entered into an agreement
with Prodigy to provide marketing and sell subscriptions to the Prodigy online
service to persons using a variety of marketing techniques and strategies. The
Company currently intends to market and sell the Prodigy service relying on its
existing infrastructure through field sales, including event marketing, and
other marketing services. Prodigy will compensate the Company based on the
number of new subscribers generated by the Company's marketing efforts. The
marketing arrangement commenced on June 1, 1996 and will continue for a
three-year term, unless terminated earlier. Either Prodigy or the Company may
terminate the contract for any reason upon 90 days' written notice. The Company
does not currently anticipate that the Prodigy agreement will generate any
revenues for the Company until early 1997.

In August 1996, the Company entered into two separate agreements with
Foundation Health to market and sell memberships in certain managed health care
plans that Foundation Health operates. Foundation Health will compensate the
Company based on the number of new members generated by the Company's marketing
efforts. The marketing arrangement commences on October 1, 1996 and will
continue until December 31, 1999, unless terminated earlier. Either Foundation
Health or the Company may terminate the agreements upon 90 days' written notice
if certain annual subscription targets are not met.

The Company believes that the capabilities and infrastructure that it has
developed in the Consumer Markets division are adaptable to other companies,
including companies marketing products and services outside of the
telecommunication industry, as illustrated by its recent arrangements with
Prodigy and Foundation Health. The Company believes that its existing
infrastructure of offices, management, supervisory and training personnel and
communications can accommodate additional clients in the Consumer Markets
division, although it may be necessary to hire and train separate field sales
representatives, who may be compensated on a different basis, to market more
complex products and services.

BUSINESS MARKETS

In its Business Markets division, established in late 1994, the Company
provides marketing and sales services to MCI, targeting small business customers
in general and multi-cultural markets throughout the United States. Using both
field sales and teleservices, the Company seeks to enroll long-distance business
customers for MCI. As in the Consumer Markets division, the Company offers MCI
turn-key marketing initiatives and is principally responsible for the
implementation of such initiatives. The Company's marketing efforts for MCI are
enhanced by the electronic computer link between MCI and each of the field sales
offices in the Company's Business Markets division, through which the Company's
field sales representatives are able to directly access and print up-to-date
product information, pricing information and marketing materials. The Company
began providing marketing services to MCI in late 1994. See "Risk
Factors -- Reliance on Other Major Clients."

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<PAGE> 41

Consistent with the Company's overall strategy, the Company designs
programs for MCI that access both specialized demographic market segments,
particularly the Asian and Hispanic communities, as well as the general markets,
in the United States. The Company currently is capable of conducting marketing
services in the Business Markets division in nine foreign languages including
Cantonese, Mandarin, Korean, Vietnamese and Spanish as well as in English. The
Company estimates that approximately one-third of the field sales associates in
the Business Markets division are bilingual and are able to converse with a
prospective customer in either English or the customer's native language. All of
the Company's teleservices associates in the Business Markets division are
bilingual.

Through June 30, 1996, the field sales operations have generated a
significantly greater portion of revenue in the Business Markets division than
teleservices, but the Company plans to place greater emphasis on teleservices.

FIELD SALES. As of June 30, 1996, in its Business Markets division, the
Company employed approximately 350 field sales representatives, 26 district
managers and three regional managers, who were located in 26 offices in 23
cities throughout the United States. The Company's field sales force is
supported by the administrative and executive personnel in the division, as well
as the Company's corporate staff. Each of the three regional managers is
responsible for six to ten districts. Each district is managed by a district
manager who oversees from five to ten field sales representatives. Certain
districts also employ field sales supervisors who report to the district
managers and oversee a team of three to eight field sales representatives. The
field sales personnel are trained in appropriate sales and marketing procedures,
as well as the specific products and services being marketed. See "-- Hiring and
Training."

TELESERVICES. The Company also provides MCI with a full range of
teleservices in its Business Markets division. Teleservices associates contact
prospective customers by telephone, marketing specific products and services.
Teleservices personnel utilize a proprietary computerized lead management and
order entry system which separates leads by language and routes these to the
appropriate teleservices personnel. The Company's teleservices associates are
trained in appropriate marketing techniques. See "-- Hiring and Training."

The Business Markets' division call center, which began operating in April
1995, is located in Bethesda, Maryland. The Business Markets division had 26
call stations as of June 30, 1996. As of that same date, the Business Markets
division employed approximately 50 teleservices associates, four supervisors,
two managers and two directors.

CONTRACTUAL RELATIONSHIP WITH MCI. The Company's current agreement with
MCI is comprised of five consecutive one-year terms through 2001, subject in
each year to non-renewal upon 90 days' notice prior to the end of the calendar
year. MCI currently has the right to terminate the contract upon 90 days' notice
to the Company. Commencing January 1, 1997, both MCI and the Company can
terminate on 30 days' notice to the other party. MCI also has the right to
terminate the agreement immediately if certain performance criteria are not
maintained. Under this agreement, MCI enjoys product exclusivity, and the
Company cannot promote or sell competing services to commercial customers during
the term of the contract. In addition, the Company cannot offer services similar
to those offered under the MCI contract to any current MCI commercial customer
until at least 90 days after termination of the contract. Finally, for three
years following termination of the agreement, the Company cannot use or reveal
any confidential material furnished by MCI or any MCI customer lists.

Currently, MCI pays the Company an established rate per customer enrolled.
The rate paid varies depending on the MCI service to which the customer
subscribes. MCI has the right to adjust payments made under the contract if
certain performance criteria are not met. Commencing January 1, 1997, the
Company will earn revenues based on a percentage of revenues generated for MCI
by the subscribers obtained by the Company. The contract with MCI does not
establish a maximum amount that the Company can earn for its services. The
amount paid to the Company per subscriber is expected to be lower under the new
pricing

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<PAGE> 42

formula than under the current pricing formula and therefore could result in
lower gross revenues being generated under this contract. However, the Company
believes that, through increased reliance on teleservices and certain
operational changes, the results from its business with MCI will continue to be
acceptable. In addition, certain field sales resources currently utilized
exclusively for the MCI contract will also be used to sell products of the
Company's new clients.

CLIENT EXPANSION. The Company believes that the turn-key marketing
services that it offers in its Business Markets division and the multi-cultural
distribution channels that it has developed are adaptable to serve clients
seeking to reach business customers in other industries. The Company believes
that its existing infrastructure of offices, management, supervisory and
training personnel and telecommunications capabilities are adequate to
accommodate additional clients or expansion of its business with MCI. In the
future, the Company also anticipates that it will use the databases it has
compiled to implement targeted marketing efforts for other clients.

In August 1996, the Company entered into an agreement with Lucent to market
and sell certain telecommunications equipment manufactured by Lucent to business
customers throughout the United States. Lucent will compensate the Company based
on the volume of telecommunications equipment sold and installed as a result of
the Company's marketing efforts. The marketing arrangement commenced on the date
of signing and continues for a three-year period. The Company anticipates that
it will begin performing marketing services for Lucent pursuant to the agreement
in the fourth quarter of 1996.

In September 1996, the Company entered into a contract with DHL Airways,
Inc. for overnight delivery services. The Company also seeks to add inbound
telephone-based sales to the services offered through its Business Markets
division and believes that it currently has the capability of adding this
service for a relatively small additional investment in equipment.

MARKETING SERVICES

The Marketing Services division, established in 1988, specializes in two
services that provide the Company's clients with targeted channels of
distribution: WallBoards(R), which are sponsored information centers mounted on
a wall and encased in a 42" x 30" or 57" x 30" oak or mahogany frame presenting
educational, editorial and product information, and sampling packs, which are
colorful boxes that contain a variety of nationally recognized sample products
and coupons. The Company's internal graphics department produces product
information booklets for customers that are distributed with the sampling packs,
or are available on information racks attached to a WallBoard(R). Most of the
Company's WallBoards(R) and sampling packs are implemented in cooperation with
industry associations with which the Company has established alliances. These
associations designate representatives to become members of an editorial
advisory board established by the Company for a particular market, providing a
quality check upon the information included in the WallBoard(R) or sampling
pack. A program is a WallBoard(R) or sampling pack that targets certain
demographic segments. Several of the WallBoard(R) and sampling pack programs
work in tandem to provide the Company's clients with multiple channels to reach
targeted, high-value potential customers.

The Company evaluates potential opportunities to expand existing or new
WallBoard(R) and sampling pack programs into new market segments. To do this,
the Company first researches new demographic segments containing potentially
high-value customers that can be reached through the Company's programs. For
example, the Company recently identified a demographic segment in new home
buyers that could provide sponsors with high-value customers through a
WallBoard(R) program. The Company then commenced its search for locations by
targeting prominent real estate brokerage companies in leading markets
throughout the United States. The Company's field operations department mails
marketing materials describing the proposed WallBoard(R) and follows up with
telephone calls to the prospective locations. The Company believes that its
method of analysis in identifying new demographic segments will allow it to
expand the number of locations through which its Marketing Services' programs
are distributed and to expand its programs to encompass new targeted channels of
distribution. Participation in the programs is provided free of charge to the
participating locations. Simultaneously, the Company began to approach sponsors
who market products or services typically associated with new home buyers.

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<PAGE> 43

The following table shows the growth of the programs in the Marketing
Services division:

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------- AS OF
1993 1994 1995 JUNE 30, 1996
---- ---- ---- -------------
<S> <C> <C> <C> <C>
Number of WallBoard(R) programs.................. 6 8 9 11
Number of sampling packs distributed (in
millions)...................................... 2.6(a) 2.6(a) 3.8(a) (b)
Number of sampling pack locations (in
thousands)..................................... 13.1 14.8 20.0 (b)
Number of sampling pack programs................. 2 2 4 6
Number of WallBoard(R) and sampling
pack sponsors(c)............................... 25 32 68 64
</TABLE>

- ---------------
(a) Represents sampling packs distributed during the years ended December 31,
1993, 1994 and 1995, respectively.
(b) As of June 30, 1996, the Company had contracts with clients to distribute
approximately 4.5 million sampling packs during 1996. As of the same date,
the Company had contracts with approximately 24,000 locations to distribute
such packs.
(c) A number of the Company's clients participate in both the WallBoard(R) and
sampling pack programs.

THE WALLBOARD(R) PROGRAMS. As of June 30, 1996, the Company had 11
different WallBoard(R) programs targeted at specific markets. Each WallBoard(R)
location is available only to the Company under a two- or three-year exclusive
agreement, with automatic renewal provisions. A WallBoard(R) presents
educational, editorial and product information targeted to a specific,
high-value audience and is developed by the Company's editorial staff in
conjunction with an editorial advisory board established by the Company. All of
the editorial material is reviewed by the relevant editorial advisory board
prior to publication. Each WallBoard(R) has an exclusive sponsor, and
information is published on the WallBoard(R) about the sponsor's products that
address the needs of the targeted audience. The Company had 44 sponsors of its
WallBoards(R) at June 30, 1996, including, listed alphabetically, Gerber
Products Company, Hoechst Marion Roussel, Kellogg U.S.A., Inc., Kraft Foods,
Inc., The Prudential Insurance Company of America, Quaker Oats Company, Reckitt
& Colman, Inc., Ross Products Division/Abbot Laboratories, and Sandoz
Pharmaceuticals Corporation. Each of these sponsors has "category exclusivity"
for their product in their program. Accordingly, no other product in the same
category is permitted to be a WallBoard(R) sponsor in the relevant market
segment.

The Company's graphics team produces, as a complement to the WallBoards(R),
customer marketing publications or "take-one" booklets, mounted on or near the
WallBoard(R). These publications contain further information for the targeted
audience concerning the sponsor's products relevant to the targeted audiences'
needs. The Company believes that these booklets provide additional effective
avenues for sponsors' information to reach the target audience.

To enhance the editorial quality of its WallBoards(R), the Company has also
established alliances with associations that specialize in the targeted areas.
The Company enters into multiple-year contracts (typically for three years) with
these associations which in turn supply informational brochures, license the use
of their trademarked logos, or review the editorial information on the
WallBoard(R). For instance, the Your Kids WallBoard(R), which targets
dual-income parents of toddlers and pre-schoolers through approximately 12,000
child care centers with a "parent information center," provides editorial on
quality parenting issues such as teaching behavior and stimulating early
learning development. The Company has established an alliance with the National
Child Care Association, which is a member of its editorial advisory board, for
the Your Kids WallBoard(R) and provides an endorsement to the target audience
which the Company believes helps its sponsors to reach more customers and to
gain credibility with these customers. The Company typically renders a
compensating service to the associates, such as including membership information
to customers or paying a royalty or an agreed upon donation.

Each WallBoard(R) program, such as the Your Kids WallBoard(R), has multiple
sponsors, but only one sponsor is shown at a given location. To accomplish this,
the Company creates several different versions of wallboards for each program,
each with a different sponsor and different editorial information. These
wallboards are rotated quarterly to different locations in the program to
reflect different sponsor or editorial information, the number of which varies
from sponsor to sponsor depending on each sponsor's level of

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<PAGE> 44

participation. The Company's two principal market networks for the WallBoard(R)
programs are family markets and medical markets.

In the family markets network, the Company has identified three different
audiences that it can target on behalf of its sponsors. The New Baby
WallBoard(R) and the Beginning Care WallBoard(R), which the Company has produced
since 1990, aim to reach expectant parents in hospital-based childbirth or
obstetrics training classrooms during a six-week class in the last trimester of
pregnancy and are currently located in approximately 430 locations. The
editorial material focuses on childbirth education, with tips on labor and
delivery. The Your Baby WallBoard(R), which the Company also produces in Spanish
as the Su Bebe WallBoard(R), targets new mothers and new fathers at the "point
of birth" in hospital maternity wards. The editorial includes information on new
baby care and development and features current immunization guidelines. These
three WallBoards(R) have seven sponsors, including Eastman Kodak Company and The
Prudential Insurance Company of America.

The Company also determined that medical markets would provide high-value
customers to many potential sponsors. The Company's medical market WallBoards(R)
target various patient audiences, such as diabetics and patients with heart
conditions. The Diabetes Health WallBoard(R), which has four sponsors, reaches
patients with diabetes in the waiting rooms of more than 600 endocrinologists
and diabetes educators. The Heart Health WallBoard(R), in an alliance with the
American Heart Association, reaches patients with cardiovascular disease in over
1,200 cardiologists' offices or cardiology rehabilitation centers. The editorial
material focuses on living with heart disease and includes tips on exercise and
diet.

Recently introduced medical markets WallBoards(R)include: the Arthritis
Health WallBoard(R) which will be located in approximately 700 rheumatologists'
and orthopedists' offices nationwide and, effective January 1, 1997, the Allergy
Health WallBoard(R) which will be located in allergists' and otolaryngologists'
offices, the Women's Wellness WallBoard(R) which will be located in obstetrics'
and gynecologists' offices and the Caring WallBoard(R) which will be located in
oncologists' offices and oncology treatment centers.

In developing WallBoard(R) products for other market segments, the Company
conducts research on under-served markets. For instance, the U.S. News & World
Report WallBoard(R) targets executives traveling through over 1,000 airports for
corporate and private aircraft. The editorial is compiled from U.S. News & World
Report and focuses on current business issues. The Company is also reaching out
to new immigrant markets with the Welcome/Bienvenido WallBoard(R) in over 300
locations to reach newcomers in their native languages, including Spanish,
Chinese, Vietnamese and Korean. The editorial information focuses on the
naturalization process and such issues as finding an English language course and
other educational opportunities.

The success of the Company's WallBoard(R) programs in reaching the target
markets is measured through research studies, currently conducted by The Gallup
Organization, Market Facts and Audits & Surveys, which help to assess product
awareness, editorial recall and increased sponsor awareness. In the WallBoard(R)
programs, these companies generally conduct face to face interviews with people
exiting from the WallBoard(R) location. The interviewer asks several questions
to elicit information regarding both the sponsors' products and the editorial
information which generate conclusions regarding the efficacy of the marketing
technique. These companies also use methods to determine the number of persons
who approach the WallBoard(R). The Company believes that there are numerous
untapped target markets in which WallBoards(R) could be used and believes there
are growth opportunities for the expansion of the program.

THE SAMPLING PROGRAMS. Following the start-up of its WallBoard(R)
programs, the Company established its sampling pack programs which are designed
to provide a targeted distribution of sponsors' product samples, coupons and
literature to potentially high-value customers. During 1995, the Company
distributed approximately 3.8 million sampling packs at approximately 20,000
locations. Participating locations sign a two- or three-year exclusive agreement
stating that the pack will be the only sampling pack program allowed at the
location during that time. As with the WallBoard(R) programs, the Company's
graphics team also produces customer marketing publications to be included in
the sampling packs. Each sampling pack contains an average of 12 product
samples, coupons or pieces of literature. Sponsors of the sampling packs
include, alphabetically, Bayer Corporation, Kellogg U.S.A., Inc., The Nutrasweet
Company/Equal and Reckitt & Colman Inc., among others. The Company has 37
sponsors for its six sampling packs. Each sponsor has

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<PAGE> 45

"category exclusivity" within the sampling pack, as with the WallBoard(R)
sponsors, such that there are no competing products in the pack.

Additionally, as with its WallBoard(R) programs, the Company is able to
leverage its alliances with leading associations in the various fields to
provide the sampling packs with market-specific quality oversight, association
logos and informational brochures. Certain of the Company's contracts with such
associations provide that they will not endorse another sampling pack during the
period of the contract without at least six months' notification to the Company.
For instance, the American Diabetes Association (the "ADA") has permitted the
Company to print the ADA logo on the outside of the Diabetes Pack(TM) and the
Arthritis Foundation has permitted the Company to print its logo on the
Arthritis Pack(TM).

The Company's sampling packs target several different audiences at a time
when those audiences are most likely to use the products included in the packs.
For instance, in 1995, the Company shipped more than two million Your Kids
Parents Pack(TM) for distribution to parents at 12,000 day care centers
nationwide. The products inside the pack include samples of cereal, soap, snack
foods, and cleaning products. The Company ships annually approximately 600,000
of each of the Heart Pack(TM), Arthritis Pack(TM) and the Diabetes Packs(TM) for
distribution to newly diagnosed patients at more than 6,500 doctors' offices and
other locations nationwide.

As part of its growth strategy, the Company intends to pursue acquisitions
that offer complementary services to those of the Company. In May 1996, the
Company acquired from RD Publications, Inc., an affiliate of Readers Digest
Association Incorporated, for $250,000 cash, a "new member" health club sampling
pack program through which it expects to distribute more than 735,000 health
club member kits, which include such products as deodorants, razors and
nutritional supplements, at approximately 1,000 health and fitness clubs during
the remainder of 1996. The Company believes that the demographic segment reached
through these packs is complementary to the other populations that it has
targeted. Several of the Company's current sponsors of other sampling pack
programs may provide product samples for the newly acquired health club program.
The Company anticipates that it will identify more markets into which the
sampling pack programs can be expanded successfully through acquisitions and
through its own research efforts.

To maintain an even flow in the sampling pack distribution during the
course of a year, the Company monitors the flow of persons in each of the
sampling pack locations in order to determine the times during which a type of
location, such as an endocrinologist's office, is likely to distribute more or
fewer sampling packs and adjusts the delivery of the number of sampling packs
during the year accordingly. For instance, the Heart Pack(TM), with an overall
annual distribution of 600,000, is currently distributed to its locations three
times during each year in increments of 200,000.

To monitor the effectiveness of its sampling pack programs, the Company
currently employs The Gallup Organization, as well as its own independent
auditor, to conduct quality control checks on the assembly of the products for
the sampling packs, the information in the sampling packs and the impact of the
sponsors' products on the recipients of the sampling packs. Telephone interviews
are conducted by The Gallup Organization to determine the product usage or
purchases among the recipients of the sampling packs. The Company also places
customer response cards in the sampling packs from which the Company is able to
follow up with those sampling pack recipients who respond and measure the impact
of the sampling packs on their product usage or purchase. Additionally, these
customer response cards permit the Company to compile a database of persons
receiving the sampling packs which the Company could then use in cross-selling
other products through the Business Markets and Consumer Markets divisions. See
"-- Consumer Markets" and "-- Business Markets."

WALLBOARD(R) AND SAMPLING PACK TRACKING SYSTEM. The Company searches for
ways to streamline its operations and communications within its infrastructure.
In Marketing Services, the Company strives to increase its efficiency in
tracking the WallBoard(R) and sampling pack programs. A database tracking system
keeps track of the numbers of WallBoards(R), the various locations,
installations, the scheduled rotation of the WallBoards(R), comments about the
locations and information about the WallBoards(R).

To administer the WallBoard(R) and sampling pack locations, the Company
uses approximately 500 field representatives, who are hired as independent
contractors, from temporary placement agencies or outsourced

43
<PAGE> 46

personnel companies to monitor WallBoard(R) locations. WallBoard(R) information
is changed by the Company's field sales representatives, generally quarterly, to
reflect different sponsors or editorial material. These representatives complete
a "call-report" on the site and transmit that report to the Bethesda
headquarters for processing. The Company has purchased an optical character
recognition system that automatically scans the "call reports" into the system,
eliminating human data entry, reducing human error and increasing the efficiency
in processing the field call reports. For its sampling programs, the Company
uses two outsourced distribution and fulfillment centers located on the Eastern
Shore of Maryland and in Los Angeles, California. For its WallBoard(R) programs,
the Company uses an outsourced distribution and fulfillment center located on
the Eastern Shore of Maryland, separate from the center used by its sampling
programs.

The Company is developing a postal distribution efficiency system, which
will evaluate the cost of shipping sampling packs from the two facilities on the
Eastern Shore of Maryland and in Los Angeles, California to the sampling packs'
various destinations. The new program will evaluate the various modes of
transport available and the destination to which the products are bound in order
to determine the least expensive rate for timely delivery. The Company
periodically evaluates the efficiency of its infrastructure and potential
additions to the existing infrastructure.

HIRING AND TRAINING

The Company believes a key component of its success is the quality of its
employees. Therefore, the Company seeks to refine its systematic approach to
hiring, training and managing qualified personnel for its sales force. The
Company recruits from within communities individuals who can help penetrate
specific target markets on behalf of the Company's clients. For example, the
Company recruits personnel who speak and write Spanish to market products and
services to Hispanic communities, and personnel who speak and write Cantonese or
Mandarin to market products and services to Chinese-Americans.

Hiring and training of field sales representatives is conducted separately
in the Consumer Markets and the Business Markets divisions. Each business line
determines its hiring needs and requests approval for those positions from the
Company's Human Resources department.

After an employee is hired, the field sales representative enters a period
of formal training, conducted both in a classroom and in the field to learn
appropriate selling techniques. The Company's initial training for its field
sales representatives takes from two to four weeks and includes classroom
settings during which the representatives receive training on the Company and
its operations, the competitive environment in which the Company's clients
operate, and the products and services the representatives will be marketing, as
well as field sales experience supervised by district managers or supervisors.
Field sales representatives frequently meet with supervisors or district
managers to discuss new services or promotions, and to obtain follow-up training
in sales techniques and skills. In addition, the field sales representatives
participate in periodic retraining programs. During the training period,
employees are paid a training salary to provide an opportunity for the employee
to acclimate to the sales environment before being paid on a commission basis.

In its teleservices operations, new teleservices associates attend a
multi-day formal training program, during which associates are provided
information on the Company and its operations, the competitive environment in
which the Company's clients operate, and the products and services the
associates will be marketing. In addition, these training programs make use of
simulated selling situations and other methods to teach the associates
appropriate sales techniques and skills. During the initial training period,
each teleservices associate also is teamed with either a supervisor or an
experienced sales associate who participates in actual telemarketing service
calls. The Company periodically provides its teleservices sales associates with
additional training, including frequent meetings to discuss any new products,
promotions and services and to sharpen selling skills, as well as through
periodic retraining programs. In addition, teleservices supervisors monitor
calls made by each teleservices associate and provide feedback on selling
techniques and skills. See "Risk Factors -- Dependence on Labor Force."

GOVERNMENT REGULATION

44
<PAGE> 47

past five years. The Federal Communications Commission's (the "FCC") rules under
the Federal Telephone Consumer Protection Act of 1991 limit the hours during
which telemarketers may call consumers and prohibit the use of automated
telephone dialing equipment to call certain telephone numbers. The Federal
Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 (the "TCFAPA")
broadly authorizes the Federal Trade Commission (the "FTC") to issue regulations
prohibiting misrepresentation in telephone sales.

In August 1995, the FTC issued regulations under the TCFAPA which, among
other things, require telemarketers to make certain disclosures when soliciting
sales. The Company believes its operating procedures comply with the telephone
solicitation rules of the FCC and FTC. However, there can be no assurance that
additional Federal or state legislation, or changes in regulatory
implementation, would not limit the activities of the Company or its clients in
the future or significantly increase the cost of regulatory compliance.

In addition, on June 21, 1996 MCI and the FCC entered into a consent decree
under which MCI agreed to institute third-party verification procedures for most
small-business customer marketing not currently covered by third-party
verification, including field sales marketing of small-business customers. The
Company provides field sales marketing services to small-business customers on
behalf of MCI, and became subject to third-party verification of switches
obtained by the Company's field sales force for MCI effective August 1, 1996.
The Company expects that the implementation of third-party verification will
increase the Company's costs to some extent, but does not expect that
implementation of third-party verification with respect to field sales for MCI
will have a material adverse effect on the Company's operations.

A number of states have enacted or are considering enacting legislation to
regulate telephone solicitations. For example, telephone sales in certain states
cannot be final unless a written contract is delivered to and signed by the
buyer and may be canceled within three business days.

The industries served by the Company are also subject to varying degrees of
government regulation. The Company has never been held responsible for
regulatory noncompliance by a client. See "Risk Factors -- Government
Regulation."

COMPETITION

The Company competes with providers of other forms of advertising and
marketing media, such as direct mail, television, radio and other advertising
media for the marketing expenditures of its clients and prospective clients. The
Company also competes with the internal marketing capabilities of clients and
prospective clients. The Company's largest clients, AT&T and MCI, have
significant internal teleservices and field sales marketing capabilities and
also contract for these services from competitors of the Company. Although the
Company believes that its clients and prospective clients find it advantageous
to outsource at least a portion of their marketing services, certain clients may
choose to conduct all or a more significant portion of their marketing efforts
internally.

The Company competes as well with a number of outsourced marketing services
firms. The industry for marketing services is very competitive and highly
fragmented. Many of the companies offer a limited number of services within a
limited geographic area. The Company believes that no one participant or small
number of participants is dominant in the industry, although there are several
participants in the industry whose business, like that of the Company, tends to
be national and offer a broad array of marketing services, such as Sitel
Corporation, APAC TeleServices, Inc. and CUC International, Inc. Management
believes that there are certain competitors which have the capabilities and
resources comparable to and in certain respects greater than those of the
Company.

Management believes that it competes primarily on the basis of demonstrated
ability to attract customers, reputation for quality, price, geographic presence
(in the case of field sales and the WallBoard(R) programs),

45
<PAGE> 48

technological expertise, and the ability to promptly provide clients with
customized solutions to their sales and marketing needs.

The Company believes that its competitive strengths are its targeted
marketing channels of distribution, its client relationships with major
companies and strategic alliances with consumer associations, and its existing
national infrastructure.

EMPLOYEES

As of June 30, 1996, the Company employed 1,196 full-time and 452 part-time
personnel. In addition, the Company retained approximately 500 independent
contractors who work with the Company on a part-time basis in its WallBoard(R)
Program. The following table shows the number of the Company's full-time and
part-time employees broken down by area of operation as of June 30, 1996:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
DISCIPLINE FULL-TIME EMPLOYEES PART-TIME EMPLOYEES TOTAL EMPLOYEES
----------------------------------- ------------------- ------------------- ---------------
<S> <C> <C> <C>
Teleservices....................... 42 445 487
Field Sales........................ 1,061 7 1,068
Marketing Services................. 53 -- 53
Executive & Administrative......... 40 -- 40
------ --- ------
Total......................... 1,196 452 1,648
====== === ======
</TABLE>

Of the total number of employees, approximately 600 are located in the
Company's Bethesda, Maryland facilities and the remainder of the employees are
located among the various field sales offices. None of the Company's employees
is subject to a collective bargaining agreement. The Company considers its
relations with its employees to be good.

FACILITIES

The Company's corporate headquarters are located in Bethesda, Maryland in
leased facilities consisting of approximately 29,600 square feet of office
space. The Company also leases additional space located in two office buildings
in Bethesda, Maryland, at which its three call centers are located, consisting
of 300 work stations located in 20,800 square feet of office space for the
Consumer Markets call center, and 26 work stations located in 2,100 square feet
of office space for the Business Markets call center. The term of the lease, as
amended, expires in June 1997 with respect to substantially all of the space,
with an option to renew for an additional five-year term. The Company is
currently negotiating new lease arrangements and, based on current market
conditions, believes that it will be able to re-lease its existing headquarters
office space upon substantially the same terms and conditions as the existing
lease. The Company currently anticipates that it will relocate its call centers
to a less-expensive location in Bethesda, Maryland and based on current market
conditions believes that it be able to secure a lease for comparable office
space at a slight cost savings to the Company.

The Company also leases the facilities for its field sales offices at June
30, 1996. The leases for the Company's sales offices generally have terms
ranging from a month-to-month basis to two years and generally have renewal
options.

The Company believes that its current facilities are adequate for its
current operations. The Company intends to open one or more field sales offices
and one call center in the United Kingdom in early 1997 to support continued
growth and expansion.

LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation incident to its
business. In the opinion of the Company, no such litigation has had or is likely
to have a material adverse effect on the Company's results of operations,
financial condition or liquidity.

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<PAGE> 49

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the executive
officers, directors and director nominees of the Company. Each of the executive
officers will perform for the Company duties corresponding to the duties
previously performed for the Partnership.

<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------------------- --- --------------------------------------
<S> <C> <C>
Daniel M. Snyder...................... 31 Chairman of the Board of Directors,
President and Chief Executive Officer
Michele D. Snyder..................... 34 Vice Chairman, Chief Operating
Officer, and Director
Brian Benhaim......................... 39 Senior Vice President of Corporate
Development and Director
Shaun P. Gilmore...................... 42 President -- Direct Sales
A. Clayton Perfall.................... 37 Chief Financial Officer and Director
Nominee
Mortimer B. Zuckerman................. 59 Director Nominee
Fred Drasner.......................... 53 Director Nominee
Stephen T. Baldacci................... 35 Senior Vice President of Business
Development
Noel Barnard.......................... 42 Senior Vice President of Business
Development
Terry Bateman......................... 40 Senior Vice President of Marketing
Mitchell N. Gershman.................. 38 Senior Vice President of Operations
Gary T. Griffin....................... 46 Senior Vice President of Sales
Susan L. Marentis..................... 39 Senior Vice President of Account
Management
David B. Pauken....................... 34 Chief Accounting Officer
Bruce T. Wagner....................... 46 Senior Vice President of Sales
Alfred G. Wise........................ 33 Senior Vice President of Operations
</TABLE>

Daniel M. Snyder, Chairman of the Board and a founder of the Company, has
served as the President and Chief Executive Officer of Snyder Communications and
its predecessors since the Company was founded in 1987.

Michele D. Snyder, a founder of the Company, has been with the Company
since its inception, and currently serves as the Vice Chairman, Chief Operating
Officer and a director of the Company. Ms. Snyder is responsible for the
day-to-day operations of the Company, including personnel, executive management,
contract negotiations and research and development of new programs.

Brian Benhaim, a director of the Company, has served as the Senior Vice
President of Corporate Development since May 1996. Previously, he served as Vice
President of Direct Sales of the Company. Prior to joining the Company in July
1993, he served from 1991 to 1993 as the President of Advanced Sensor
Technologies, Inc., a company he founded to develop new products for
safety-related weather instrumentation and early warning systems. From 1989 to
1991, he served as the Vice President of Marketing and Sales of Belfort
Instruments, a division of TransTechnology Corporation, where he was responsible
for the turnaround sales efforts of that corporation. From 1987 to 1989, Mr.
Benhaim was a management consultant with Bain & Company, a management consulting
firm, where he was responsible for strategic planning and acquisitions for
Fortune 500 clients.

Shaun P. Gilmore joined the Company in August 1996 as President -- Direct
Sales and is responsible for all aspects of the Consumer and Business Markets
including international expansion. Prior to joining the Company, Mr. Gilmore
spent 16 years at AT&T where from January 1, 1996 to August 1996, he was
President -- Northeast States with responsibility for AT&T's Consumer & Small
Business Markets in New York and New England. In addition, Mr. Gilmore
represented all of AT&T in matters of strategy and

47
<PAGE> 50

external communications for the region. From October 1993 to January 1, 1996,
Mr. Gilmore was Vice President -- Global Consumer Communications Services with
responsibility for all aspects of AT&T's Global Consumer Long Distance business.
From 1980 to 1993, Mr. Gilmore held a variety of positions in Marketing,
Finance, Operations, Field Sales, Personnel and Strategic Planning for AT&T's
Business Markets division.

A. Clayton Perfall will become Chief Financial Officer of the Company as of
September 10, 1996 and has been nominated to serve as a director of the Company.
Prior to joining the Company, Mr. Perfall spent fifteen years with Arthur
Andersen LLP. During his tenure as a partner with Arthur Andersen LLP, Mr.
Perfall had a wide range of responsibilities within the Washington, D.C.,
Baltimore, Maryland and Richmond, Virginia marketplaces, including
responsibility for the firm's Structured Finance and Financial Products tax
practice and responsibility for its Business Valuation Services Group. Mr.
Perfall was a key participant in the development of Arthur Andersen's business
strategies, the hiring of its professional staff and the development and
marketing of its services.

Mortimer B. Zuckerman, who has been nominated to serve as a director of the
Company, has been the Chairman of Boston Properties Inc., a national real estate
development and management company, since 1970. He has been the Chairman of U.S.
News & World Report, L.P. and Editor-in-Chief of U.S. News & World Report since
1985, Chairman of Daily News, L.P. and Co-Publisher of the New York Daily News
since 1993, Chairman of The Atlantic Monthly Company since 1980 and Chairman of
the Board of Directors of Applied Graphics Technologies, Inc. since April 1996.

Fred Drasner, who has been nominated to serve as a director of the Company,
has been the Chief Executive Officer of Daily News, L.P. and Co-Publisher of the
New York Daily News since 1993, the President and Chief Executive Officer of
U.S. News & World Report, L.P. since 1985, the Chairman and Chief Executive
Officer of Applied Graphics Technologies, Inc. since April 1996, the Chief
Executive Officer of Applied Printing Technologies, L.P. since 1986, and the
Vice-Chairman and Chief Executive Officer of The Atlantic Monthly Company since
1986.

Stephen T. Baldacci has served as the Senior Vice President of Business
Development since December 1995. Previously, he was the Vice President of
Marketing of the Company from June 1992 to December 1995, where he was
responsible for oversight, development and sales of marketing programs for the
Company. Prior to joining the Company, he was the Sales Development Director for
Entertainment Weekly, a Time, Inc. publication, from November 1991 to June 1992,
where he was primarily responsible for the nationwide sales strategies for the
publication. From December 1990 to November 1991, Mr. Baldacci served as the
Market Development Manager for People Weekly, a Time, Inc. publication, where he
also oversaw the nationwide sales strategy.

Noel Barnard joined the Company in July 1996 as Senior Vice President,
Business Development -- Teleservices and is responsible for directing the
business development for teleservices within the Direct Sales Division. Prior to
joining the Company, from September 1993 to July 1996, Ms. Barnard served in
various capacities at AMR Corporation, parent to American Airlines, most
recently as Senior Vice President, Sales and Customer Service of the TeleService
Resources division where she was responsible for sales, marketing, customer
service and call center operations for telemarketing and reservation service
facilities. From January 1991 to September 1993, Ms. Noel served as Regional
Sales Manager of Software Spectrum, a software reseller. During the period from
1977 to January 1991, Ms. Noel worked in various positions with International
Business Machines Corporation including Manager of Services Marketing and
Programs, Marketing Manager, Program Manager, Account Manager and Sales
Representative.

Terry Bateman has served as the Senior Vice President of Marketing of the
Company since November 1995. Previously, he was the Vice President of Business
Development of the Company from July 1995 to November 1995 where he was
primarily responsible for developing new media programs and supervising
marketing personnel. Prior to joining the Company, he served as a Vice President
of Marketing for Times Mirror corporation from 1994 to July 1995, where he was
responsible for marketing the on-line medical service initiative of Times
Mirror, and was Executive Vice President of the Medical News Network of Whittle
Communications from June 1993 to 1994 where he was responsible for expanding the
Medical News Network into the managed care arena. From June 1991 to June 1993,
Mr. Bateman served as Executive Vice President

48
<PAGE> 51

of the Special Report Network of Whittle Communications where he oversaw the
sales effort of the network. From March 1989 to June 1991, he served as
President of Bateman & Associates, a marketing concern.

Gary T. Griffin joined the Company in July 1996 as Senior Vice President of
Sales in Direct Sales -- Consumer Markets and is responsible for directing the
operations of the Direct Sales Division. Prior to joining the Company, Mr.
Griffin spent 28 years at Electrolux Corporation, a direct seller of floor care
products, where from January 1991 to July 1996 he served as Senior Vice
President of Sales and Marketing, North America with overall responsibility for
directing sales and marketing in North America. From February 1989 to December
1990, Mr. Griffin served as Vice President, Western Sales Area and from May 1988
to January 1989 as Vice President, Southeast Sales Area. From 1968 to 1988, Mr.
Griffin held a variety of positions at Electrolux including Midwest Area Vice
President, Division Manager, Branch Manager and Sales Representative.

Mitchell N. Gershman joined the Company in April 1996 as a Senior Vice
President of Operations. Mr. Gershman is responsible for the field operations
within the Consumer Markets division and oversees the operation and
distributions of the Company's marketing services in that division. Prior to
joining the Company, from September 1993 to March 1996, Mr. Gershman served as a
Vice President of Sprint International, a division of Sprint Communications
Corporation, where he was responsible for expanding Sprint's efforts in the
residential and small business markets outside of the United States. From
February 1991 to August 1993, he served as Vice President of the Consumer
Marketing Division for Sprint where he was responsible for developing marketing
partnerships and outsourcing relationships, including field sales forces to
expand distribution. He also served in several capacities with MCI
Telecommunications Corporation from 1980 to 1986.

Susan L. Marentis has served as the Senior Vice President of Account
Management for the Company since March 1996. She previously was the Vice
President of Marketing of the Company from July 1993 to February 1996, where she
was responsible for the oversight and development of sales and marketing
programs. Prior to joining the Company, from October 1991 to June 1993, Ms.
Marentis was the Vice President of Sales for POP Radio at Actmedia Corporation
where she managed the POP Radio product sales, creating a network in
supermarkets, toy stores, and drug stores. From October 1990 to October 1991,
she served as Group Sales Manager for several of Actmedia's programs where she
was primarily responsible for developing new accounts.

David B. Pauken joined the Company in August 1996 as the Chief Accounting
Officer. Prior to joining the Company, from July 1984 to August 1996, Mr. Pauken
served in various capacities at Arthur Andersen LLP, most recently as a Senior
Manager in the Washington, D.C. office. At Arthur Andersen LLP, he was primarily
responsible for management of financial statement audits of publicly traded
companies, including Fortune 500 companies, as well as operational and financial
consulting to various entities.

Bruce T. Wagner joined the Company in April 1996 as a Senior Vice President
of Sales. Mr. Wagner is responsible for the field operations within the Business
Markets division, overseeing the operations of that division. Prior to joining
the Company, Mr. Wagner served as Senior Vice President of Sales and Marketing
for Oncor Communications, Inc. from 1994 to 1996, where he was responsible for
the sales of the alternate operator service division and oversaw the three
national sales divisions. From 1992 to 1993, he was the Vice President of Sales
for the Eastern Region with Oncor Communications, where he was responsible for
the region's sales of multiple product lines focused on the operator service
market. As Southeast Regional Sales Manager, from 1990 to 1991, Mr. Wagner
managed the long distance and operator service sales divisions for an eight
state region.

Alfred G. Wise has served as a Senior Vice President of Operations of the
Company since 1993. Mr. Wise joined the Company in 1989 as Vice President of
Field Operations, where he was responsible for all field operations activity.
Since 1993, Mr. Wise has been responsible for the field operations within the
Marketing Services division and oversees the operation and distributions for the
Wallboard(R) and sampling packs programs. Prior to joining the Company, from
July 1988 to June 1989, Mr. Wise worked at the New York Times Company Magazine
Group for publications such as Family Circle, Child and McCall's where he was
responsible for the development of circulation management programs and the
analysis of potential acquisitions.

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<PAGE> 52

Directors of the Company are elected at the annual meeting of stockholders
and serve until their successors are duly elected and qualified, or until their
earlier resignation or removal. Executive officers are elected annually by the
Board of Directors and serve until their successors are duly elected and
qualified, or until their earlier resignation or removal. It is anticipated that
Messrs. Zuckerman, Drasner and Perfall will become directors of the Company
immediately following the completion of the Offerings. Ms. Michele D. Snyder is
Mr. Daniel M. Snyder's sister.

COMMITTEES OF THE BOARD

The Board has standing Audit and Compensation Committees. It is anticipated
that, immediately following the completion of the Offerings, two directors will
be elected who will be independent directors not affiliated with the Company
and, following the Offerings, will be appointed to serve on the Audit Committee
of the Board of Directors. The Audit Committee will make recommendations
concerning the engagement of independent public accountants, will review with
the independent public accountants the plans and results of the audit
engagement, will review the independence of the independent public accountants,
will consider the range of audit and non-audit fees and will review the adequacy
of the Company's internal controls. It is anticipated that, after the completion
of the Offerings, two outside, non-employee directors will be appointed to serve
on the Compensation Committee. The Compensation Committee is responsible for
establishing salaries, bonuses, and other compensation for the Company's
officers and administering the Company's stock option plans.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid by the Partnership to
the Company's Chief Executive Officer and to each of the other most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers") with respect to the year ended December 31, 1995. The
Partnership did not have any pension plan or a long-term incentive plan, did not
issue any restricted stock awards and did not grant any stock options during
1995.

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(a)
--------------------
SALARY BONUS
NAME AND PRINCIPAL POSITION ($) ($)
---------------------------------------------------------------- -------- --------
<S> <C> <C>
Daniel M. Snyder................................................ $301,784 $ --(b)
Chairman, President and Chief Executive Officer
Michele D. Snyder............................................... 99,043 304,050(c)
Vice Chairman and Chief Operating Officer
Stephen T. Baldacci............................................. 94,327 58,547(d)
Senior Vice President of Business Development
Susan L. Marentis............................................... 86,923 117,846(e)
Senior Vice President of Account Management
Alfred G. Wise.................................................. 83,548 --(f)
Senior Vice President of Operations
</TABLE>

- ---------------
(a) The above compensation table excludes an executive officer of the
Partnership who is no longer with the Partnership and who will not be an
executive officer of the Company.

(b) Excludes $2,871,078 paid in 1995 by SMS, the corporate general partner of
the Partnership, for services provided to SMS. Similar compensation will
not be paid following the Reorganization and the Offerings.

(c) Excludes $1,107,134 paid in 1995 by SMS, the corporate general partner of
the Partnership, for services provided to SMS. Similar compensation will
not be paid following the Reorganization and the Offerings.

(d) Excludes $19,155 paid in 1996, and $8,206 paid in 1995, by SMS, the
corporate general partner of the Partnership, for services provided.

(e) Excludes bonus of $50,000 paid in 1996 for the attainment of performance
criteria during the fourth quarter of 1995.

(f) Excludes $76,620 paid in 1996, and $34,145 paid in 1995, by SMS, the
corporate general partner of the Partnership, for services provided.

50
<PAGE> 53

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with each of its Named
Executive Officers. The Company's employment agreements with each of Mr.
Baldacci, Ms. Marentis and Mr. Wise provide that the Company will employ each
such executive officer on an "at will" basis. The base salary for each such
executive officer for 1996 is: Mr. Baldacci -- $150,000, Ms.
Marentis -- $150,000 and Mr. Wise -- $100,000. The employment agreements between
the Company and Mr. Baldacci, Ms. Marentis and Mr. Wise also provide for
incentive bonuses based on attaining specific performance criteria. These
agreements also include a non-competition commitment during the term of the
agreement and for a period of 18 months after termination of the agreement and
contain confidentiality commitments, non-solicitation of employee provisions,
and assignment of work product agreements. In addition, the Company agreed to
grant to each such executive officer nonqualified stock options to acquire
Common Stock. See "-- Stock Option Plan."

The Company also has entered into employment agreements with Mr. Snyder and
Ms. Snyder, which are effective as of the effective time of the Offerings and
are for a term of three years, unless sooner terminated as provided in the
agreements. The agreements provide that the 1996 base salaries for Mr. Snyder
and for Ms. Snyder are $300,000 and $200,000 per year, respectively. The
agreements with Mr. Snyder and Ms. Snyder also provide for incentive bonuses
based on attaining performance criteria to be established by the Compensation
Committee or the Board of Directors, and include a non-competition commitment
during the term of the agreement, confidentiality commitments, non-solicitation
of employee provisions, and assignment of work product agreements.

The Company also has entered into employment agreements with each of its
other executive officers. These agreements generally include certain
non-competition agreements, confidentiality commitments, non-solicitation of
employee provisions and assignment of work product agreements.

STOCK OPTION PLAN

In September 1996, the Board of Directors of the Company adopted and the
stockholders of the Company approved the 1996 Stock Incentive Plan (the "Stock
Option Plan"). The Stock Option Plan, which terminates in 2006, on the tenth
anniversary of the effective date of the plan, is intended to promote the long-
term growth of the Company by rewarding its officers, key employees and
consultants with a proprietary interest in the Company for outstanding long-term
performance and to attract, motivate and retain capable management employees.
The Stock Option Plan is administered by the Compensation Committee of the
Board, which is required to be composed of at least two directors, or by the
Board of Directors of the Company if no Compensation Committee is appointed. The
Stock Option Plan authorizes the grant of incentive stock options (as defined in
Section 422 of the Internal Revenue Code of 1986, as amended), non-qualified
stock options, restricted stock awards and stock appreciation rights ("SARs"),
or any combination thereof, at the discretion of the Compensation Committee.
Subject to adjustment in certain circumstances, the aggregate number of shares
of Common Stock which may be issued under the Stock Option Plan upon exercise of
options, SARs or in the form of restricted stock may not exceed five million
shares.

The exercise price of options granted under the Stock Option Plan may not
be less than 100% (110% in the case of an optionee who is a 10% stockholder) of
the fair market value per share of Common Stock on the date of the option grant.
The vesting and other provisions of the options will be determined by the
Compensation Committee.

Options may not be exercised after ten years from the option grant date
(five years in the case of an incentive stock option granted to a 10%
stockholder). In the case of any incentive stock option, the option shall
terminate on the date that is three months (one year, in the event that the
termination of employment is by reason of death or disability) after the date on
which the optionee terminates employment or, if earlier, the date specified in
the agreement relating to the option grant.

Awards under the Stock Option Plan also may be made in the form of
restricted stock, at the discretion of the Compensation Committee. The
Compensation Committee has the authority to determine the terms and conditions
of any restricted stock awards.

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<PAGE> 54

SARs may be granted in conjunction with all or a part of an option granted
under the Stock Option Plan, either at the time of initial grant of the option
or a subsequent time prior to the expiration of the option, except that SARs may
not be granted in connection with a prior option without the consent of the
option holder. Upon the exercise of a SAR, the participant is entitled to the
difference between the fair market value of one share of Common Stock and the
option price per share in the related option, multiplied by the number of shares
in respect of which the SAR has been exercised. The Compensation Committee has
the discretion to determine the form in which the payment will be made, which
may be in cash, shares of Common Stock, or a combination thereof.

The Board of Directors of the Company has approved the grant of
nonqualified options to or for the benefit of certain officers, key employees
and consultants of the Company to purchase approximately 3.0 million shares of
Common Stock in the aggregate, and the Company anticipates that it will grant
options in the near future with respect to a significant portion of the shares
reserved for issuance under the Stock Option Plan. Of such options,
approximately 2.7 million were granted at an exercise price equal to the initial
public offering price (but not less than the fair market value on the date of
grant) and become exercisable at periods ranging from six months following the
date of grant to four years following the effective date of the Offerings. The
remaining options to purchase 300,000 shares of Common Stock were granted at an
exercise price equal to the initial public offering price (but not less than the
fair market value on the date of grant), and vested and became immediately
exercisable on the grant date.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Certificate of Incorporation of the Company provides that no director
shall be liable to the Company or its stockholders for monetary charges for a
breach of fiduciary duty to the fullest extent permissible under Delaware law.
The Company's Bylaws provide that the Company shall, to the fullest extent
permissible under Delaware law, indemnify its directors and officers against any
damages arising out of their actions as directors or officers of the Company.
The Company also intends to obtain officer and director liability insurance with
respect to liabilities arising out of certain matters, including matters arising
under the Securities Act of 1933, as amended.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company with respect to which
indemnification would be required or permitted. The Company is not aware of any
threatened litigation or proceeding which may result in a claim for such
indemnification.

52
<PAGE> 55

CERTAIN TRANSACTIONS

INVESTMENT IN THE PARTNERSHIP. On May 18, 1995, the Partnership Agreement
was amended to admit the 1995 Investors as limited partners. Concurrently with
the amendment, the Partnership entered into the Debenture and Partnership
Interest Purchase Agreement, and issued to the 1995 Investors the Debentures
(face amount $6.0 million). At that date, the 1995 Investors purchased an
aggregate 3% interest in the Partnership and, concurrently, the Original Limited
Partner purchased an additional 3.15% interest in the Partnership from SMS. A
portion of the proceeds from the issuance of the Debentures was distributed to
the Original Limited Partner to repay its capital contributions in the amount of
$297,773 and to repay a note to the Original Limited Partner in the amount of
$2,606,151. Another portion of the proceeds of such issuance was distributed to
SMS and to the Original Limited Partner in a special cash distribution in the
amount of $1,450,000 and $1,050,000, respectively. The remaining proceeds were
used for general corporate purposes.

RELATED PARTY LENDING. At December 31, 1995, the Company was owed $45,426
by certain stockholders of SMS. These loans were non-interest bearing and were
repaid in June 1996. During the three-year period ended December 31, 1995, the
largest aggregate amount of such indebtedness outstanding was $45,426.

During 1995, SMS advanced to Gerald S. Snyder $2,725,000, evidenced by a
non-interest-bearing loan secured by all of Gerald S. Snyder's stock in SMS. SMS
distributed the obligation, in-kind, to the stockholders of SMS, pro rata on
June 30, 1996.

SERVICES. The Company produces a WallBoard(R) sponsored by U.S. News &
World Report, a publication beneficially owned by Mortimer B. Zuckerman and Fred
Drasner, both of whom also own partnership interests of the Original Limited
Partner of the Partnership. The agreement between the Original Limited Partner
and the Company provides that the Original Limited Partner will provide the
Company with the use of editorial content from U.S. News & World Report, in
WallBoards(R) at airports for private aircraft nationwide, in exchange for U.S.
News & World Report being included as one of the sponsors in this program. The
arrangement is terminable by either party upon 30 days notice. This WallBoard(R)
program commenced in July 1995. Revenues earned by the Company from sponsors of
this WallBoard(R)program other than U.S. News & World Report were approximately
$850,000 during 1995 and $1,448,649 for the six months ended June 30, 1996.

RELATED PARTY LEASES. The Company leases its Bethesda, Maryland location
from Boston Properties, a company beneficially owned by Mortimer B. Zuckerman, a
director of the Company. The amounts paid to Boston Properties during 1993, 1994
and 1995 and through the six months ended June 30, 1996 were $223,666, $355,483,
$771,855 and $423,678, respectively. Such space is used as the corporate
headquarters as well as for two teleservices centers for the Business Markets
and Consumer Markets divisions. The Company believes that the terms of the lease
at the time the lease was entered into were no less favorable to the Company
than those that could be obtained from another lessor. See Note 10 to the
Combined Financial Statements.

53
<PAGE> 56

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information known to the Company
regarding the beneficial ownership of shares of Common Stock immediately
following the Reorganization and certain related transactions, and as adjusted
to reflect the sale of the shares of Common Stock in the Offerings, assuming no
exercise of the over-allotment options, by (a) all persons who beneficially own
5% or more of the outstanding stock, (b) each of the Company's directors and
director nominees, (c) each of the Named Executive Officers and (d) all
directors, director nominees and executive officers as a group. If the
over-allotment options are exercised, it is currently expected that Daniel M.
Snyder, Michele D. Snyder, the limited partnership of which Mortimer B.
Zuckerman and Fred Drasner are the beneficial owners and each of the 1995
Investors will participate as Over-Allotment Selling Stockholders on a pro-rata
basis.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO THE AFTER THE
OFFERINGS(a) NUMBER OF OFFERINGS(a)
NAME OF --------------------- SHARES BEING ---------------------
BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
- ------------------------------------------ ---------- ------- ------------ ---------- -------
<S> <C> <C> <C> <C> <C>
Daniel M. Snyder(b)....................... 10,721,237 36.39% -- 10,721,237 32.01%
Mortimer B. Zuckerman and
MBZ Trust of 1996(b)(c)(d).............. 6,835,822 23.21 -- 6,835,822 20.41
Michele D. Snyder(b)...................... 3,761,838 12.77 -- 3,761,838 11.23
Gerald S. Snyder(e)....................... 3,761,838 12.77 3,761,838 -- --
Fred Drasner(b)(c)(f)..................... 2,929,638 9.95 -- 2,929,638 8.75
All directors, director nominees and
executive officers as a group (16
persons)................................ 28,010,373 95.09% 24,248,535 72.40%
</TABLE>

- ---------------
(a) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. To the Company's knowledge, except as
set forth in the footnotes to this table and subject to applicable community
property laws, each person named in the table will have sole voting and
investment power with respect to the shares set forth opposite such person's
name. Unless otherwise specified in the footnotes to this table, the address
of each person set forth in the above table is Two Democracy Center, 6903
Rockledge Drive, 15th Floor, Bethesda, Maryland 20817.

(b) Assumes that the over-allotment options granted to the Underwriters by the
Over-Allotment Selling Stockholders are not exercised.

(c) The shares held by such persons are held in a limited partnership in which a
corporation is a 70% general partner and Fred Drasner is a 30% limited
partner. One third of the shares of such corporate general partner is owned
by Mortimer B. Zuckerman and two thirds of the shares of such corporation
are owned by the MBZ Trust of 1996 of which an outside person acts as the
trustee. The address of the trust is c/o Boston Properties, 8 Arlington
Street, Boston, MA 02116.

(d) Mr. Zuckerman's address is 599 Lexington Avenue, Suite 1300, New York, N.Y.
10022.

(e) Mr. Gerald S. Snyder has never been a senior executive officer of the
Company and retired at age 63 in August 1996.

(f) Mr. Drasner's address is 450 West 33rd Street, New York, N.Y. 10001.

54
<PAGE> 57

The following table sets forth certain information regarding the beneficial
ownership of shares of Common Stock by the 1995 Investors immediately following
the Reorganization, and as adjusted to reflect the sale of the shares of Common
Stock in the Offerings, assuming no exercise of the over-allotment options
granted to the Underwriters by each of the 1995 Investors.

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES OF
BENEFICIALLY OWNED COMMON STOCK
PRIOR TO THE BENEFICIALLY OWNED
OFFERINGS AFTER THE OFFERINGS
------------------- -------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
- ------------------------------------------------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
Allen & Company Incorporated.......................... 261,443 0.88% 259,234 0.79%
Susan K. Allen........................................ 132,563 0.45 132,563 0.40
Susan Strauss Breen................................... 14,729 0.05 14,729 0.04
Barry Diller.......................................... 88,375 0.30 88,375 0.27
Paul Gould............................................ 128,881 0.44 129,617 0.38
HAGC Partners, L.P. .................................. 132,563 0.45 132,563 0.40
Dan Lufkin............................................ 44,188 0.15 44,188 0.13
Dan Lufkin, Trustee for the Robert Brendan Marston
1995 Trust.......................................... 36,823 0.13 38,296 0.11
Robert A. Strauss..................................... 14,729 0.05 14,729 0.04
Robert S. Strauss..................................... 14,729 0.05 14,729 0.04
Robert S. Strauss, Trustee for the Helen J. Strauss
Trust............................................... 14,729 0.05 14,729 0.04
------- ------- ------- -------
883,752 3.00% 883,752 2.64%
</TABLE>

The only other stockholder of the Company is Dr. Anthony O. Roberts who
owns 1.91% of the outstanding shares of Common Stock prior to the Offerings.

55
<PAGE> 58

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Certificate of Incorporation of the Company authorizes the issuance of
up to 120,000,000 shares of Common Stock, par value of $.001 per share. Upon
completion of the Offerings, there will be 33,496,562 shares of Common Stock
issued and outstanding. As of the date of this Prospectus, and after giving
effect to the Reorganization, there are 29,458,400 shares of Common Stock
outstanding. To date, there has been no public market for the Common Stock.

Holders of Common Stock ("Holders") are entitled to one vote per share for
each share held of record on all matters submitted to a vote of the
stockholders. Holders are entitled to receive ratably such dividends as may be
declared by the Board of Directors on the Common Stock out of funds legally
available therefor. The Holders have no preemptive rights, cumulative voting
rights, or rights to convert shares of Common Stock into any other securities,
and are not subject to future calls or assessments by the Company. All shares of
Common Stock of the Company issued in connection with the Offerings will be
fully paid and nonassessable.

PREFERRED STOCK

The Certificate of Incorporation authorizes the Board of Directors to issue
up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of Preferred Stock and to determine,
with respect to each such series, the preferences, rights and other terms
thereof. Upon completion of the Offerings, no shares of Preferred Stock will be
outstanding and the Board of Directors has no present plans to issue any such
shares.

CERTAIN CHARTER PROVISIONS

Preferred Stock. The Certificate of Incorporation authorizes the Board of
Directors to establish one or more series of Preferred Stock and to determine,
with respect to any series of Preferred Stock, the preferences, rights and other
terms of such series. See "Description of Capital Stock -- Preferred Stock." The
Company believes that the ability of the Board of Directors to issue one or more
series of Preferred Stock will provide the Company with increased flexibility in
structuring possible future financings and acquisitions and in meeting other
corporate needs. The authorized shares of Preferred Stock, as well as shares of
Common Stock, would be available for issuance without further action by the
Company's stockholders, unless such action is required by applicable law or the
rules of any stock exchange or automated quotation system on which the Company's
securities may be listed or traded. Although the Board of Directors has no
present intention to do so, it could, in the future, issue a series of Preferred
Stock which, due to its terms, could impede a merger, tender offer or other
transaction that some, or a majority, of the Company's stockholders might
believe to be in their best interests.

Section 203 of the Delaware General Corporation Law. The Company is
subject to the provisions of Section 203 of the General Corporation Law of the
State of Delaware (the "Antitakeover Law") regulating corporate takeovers. The
Antitakeover Law prevents certain Delaware corporations, including those whose
securities are listed on the New York Stock Exchange, from engaging, under
certain circumstances, in a "business combination" (which includes a merger or
sale of more than 10% of the corporation's assets) with any "interested
stockholder" (a stockholder who acquired 15% or more of the corporation's
outstanding voting stock without the prior approval of the corporation's Board
of Directors) for three years following the date that such stockholder became an
"interested stockholder." A Delaware corporation may "opt out" of the
Antitakeover Law with an express provision in its original certificate of
incorporation, or an express provision in its certificate of incorporation or
bylaws resulting from a stockholders' amendment approved by at least a majority
of the outstanding voting shares. The Company has not "opted out" of the
application of the Antitakeover Law.

Certain Other Provisions. The Company's Certificate of Incorporation does
not provide for cumulative voting in the election of directors. The Company's
Bylaws provide that stockholders holding, in the aggregate, not less than
twenty-five percent of the Common Stock are permitted to call a special meeting
of the stockholders.

56
<PAGE> 59

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

LISTING

The Common Stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the trading symbol "SNC."

57
<PAGE> 60

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Upon completion of the Offerings, there will be 33,496,562 outstanding
shares of Common Stock. Of the outstanding shares, all of the 7,800,000 shares
sold in the Offerings (8,970,000 if the Underwriters' over-allotment options are
exercised in full) will be eligible for sale in the public market without
restriction under the Securities Act, except that any shares purchased by an
"affiliate" of the Company (as that term is defined in Rule 144 adopted under
the Securities Act) will be subject to the resale limitations of Rule 144. The
remaining 25,696,562 issued and outstanding shares of Common Stock were issued
by the Company in reliance on an exemption from the registration provisions of
the Securities Act. These shares of Common Stock are "restricted securities"
within the meaning of Rule 144 and may not be sold other than pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from such registration requirement.

In general, Rule 144 provides that any person (or persons whose shares are
aggregated) to whom Rule 144 is applicable, including an affiliate, who has
beneficially owned shares for at least a two-year period (as computed under Rule
144) is entitled to sell within any three-month period the number of shares that
does not exceed the greater of (i) 1% of the then outstanding shares of the
Common Stock (approximately 334,966 shares after giving effect to the Offerings)
and (ii) the reported average weekly trading volume of the then outstanding
shares of Common Stock during the four calendar weeks immediately preceding the
date on which the notice of sale is filed with the Securities and Exchange
Commission. Sales under Rule 144 also are subject to certain provisions relating
to the manner and notice of sale and the availability of current public
information about the Company. A person (or persons whose shares are aggregated)
who is not deemed an affiliate of the Company at any time during the 90 days
immediately preceding a sale, and who has beneficially owned shares for at least
a three-year period (as computed under Rule 144), would be entitled to sell such
shares under Rule 144(k) without regard to the volume limitation and other
conditions described above. All of the current stockholders other than the 1995
Investors, who in the aggregate will own 24,812,810 shares upon completion of
the Offerings, will satisfy the two-year holding period under Rule 144 and will
be eligible to sell shares in accordance with the Rule 144 limitations. The 1995
Investors, who in the aggregate will own 883,752 shares upon completion of the
Offerings will satisfy the two-year holding period as of May 18, 1997.

All current stockholders have agreed, subject to exceptions for certain
pledges and, in the case of the Company, the grant of employee stock options,
not to, directly or indirectly, sell, offer to sell, grant any option for the
sale of or otherwise dispose of any capital stock of the Company or any security
convertible or exchangeable into, or exercisable for, such capital stock or, in
the case of the Company, file any registration statement with respect to any of
the foregoing (other than a registration statement on Form S-8 to register
shares issuable upon exercise of employee stock options or a registration
statement on Form S-4 to register shares issuable in connection with an
acquisition), for a period of 180 days after the date of this Prospectus (the
"Lock-Up Period") without the prior written consent of Merrill Lynch & Co. Upon
expiration of the Lock-Up Period, the shares held by such persons will be
eligible for sale in the public market, subject to the conditions and
restrictions of Rule 144, as described above.

Prior to the date of this Prospectus, there has been no public market for
the Common Stock. Trading of the Common Stock is expected to commence following
the completion of the Offerings. No prediction can be made as to the effect, if
any, that future sales of shares, or the availability of shares for future sale,
will have on the market price prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that such sales could occur, could
adversely affect prevailing market prices of the Common Stock and the Company's
ability to raise capital in the future through the sale of additional
securities.

REGISTRATION RIGHTS

The Company has granted to Mr. Daniel M. Snyder and the 1995 Investors, as
a group, certain "demand" and "piggyback" registration rights and to Ms. Snyder
and the Original Limited Partner certain "piggyback" registration rights
(collectively, the "Registration Rights") in connection with the shares of

58
<PAGE> 61

Common Stock that will be held by each of them at the conclusion of the
Offerings (the "Registrable Shares"). See "Principal and Selling Stockholders."
Subject to certain conditions and limitations, the Registration Rights grant to
Mr. Snyder and his assignees and the 1995 Investors as a group the opportunity
to register all or any portion of their Registrable Shares and grant to all of
the stockholders named above the right to have their Registrable Shares
registered in connection with any registration by the Company of shares of
Common Stock or other securities substantially similar to the Common Stock. The
1995 Investors, as a group, may exercise their demand registration rights only
once, and Mr. Snyder may exercise his demand registration rights no more than
five times in total. The Registration Rights will be transferable in connection
with any private sale of Registrable Shares. The Company will bear all expenses
incident to its registration obligations upon exercise of the Registration
Rights, except that it will not bear any underwriting discounts or commissions,
Federal or state securities registration fees or transfer taxes relating to
registration of the Registrable Shares.

59
<PAGE> 62

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain U.S. Federal income and
estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is any holder
other than (i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the laws of the
United States or of any state, or (iii) an estate or trust, the income of which
is includable in gross income for U.S. Federal income tax purposes regardless of
its source. This discussion is based on current law and is for general
information only. This discussion does not address aspects of U.S. Federal
taxation other than income and estate taxation and does not address all aspects
of income and estate taxation, nor does it consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder. ACCORDINGLY,
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS REGARDING THE U.S.
FEDERAL, STATE, LOCAL AND NON-UNITED STATES INCOME AND OTHER TAX CONSEQUENCES OF
HOLDING AND DISPOSING OF SHARES OF COMMON STOCK.

EFFECTIVELY CONNECTED INCOME

In general, if the income earned by a Non-U.S. Holder with respect to the
Common Stock (i.e., dividends payable with respect to the stock or gains from
the disposition of such stock) is effectively connected with a trade or business
carried on by the Non-U.S. Holder within the United States, such income will be
subject to U.S. Federal income tax on a "net income" basis in the same manner as
if the Non-U.S. Holder were a resident of the United States. If certain tax
treaties apply, taxation on a net income basis applies only if the income is
attributable to a U.S. permanent establishment of the Non-U.S. Holder. A
Non-U.S. Holder who is taxable on a net income basis with respect to dividend
income can avoid having U.S. tax withheld on the dividend payment by filing
certain forms, including Internal Revenue Service Form 4224.

In addition to the regular U.S. Federal income tax on the Non-U.S. Holder's
U.S. net income, a Non-U.S. Holder that is a corporation may be subject to the
U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified
by an applicable treaty) on the repatriation from the United States of its
"effectively connected earnings and profits attributable to its income that is
effectively connected with a U.S. trade or business," subject to certain
adjustments.

The remainder of this section discusses the U.S. Federal income tax
consequences of income earned with respect to the Common Stock held by a
Non-U.S. Holder assuming that such income is not effectively connected with the
conduct of a U.S. trade or business (or, where an applicable tax treaty so
provides, not attributable to a U.S. permanent establishment).

DIVIDENDS NOT EFFECTIVELY CONNECTED

In general, dividends paid on the Common Stock to a Non-U.S. Holder will be
subject to United States withholding tax at a 30% rate, or a lower rate
prescribed by an applicable tax treaty. To determine the applicability of a tax
treaty providing for a lower rate of withholding, dividends paid to an address
in a foreign country are presumed to be paid to a resident of that country
absent knowledge to the contrary. Proposed Treasury regulations that have not
been finally adopted, (the "1996 Proposed Regulations"), however, would require
Non-U.S. Holders to file certain forms to obtain the benefit of any applicable
tax treaty providing for a lower rate of withholding tax on dividends. Such
forms would contain the Non-U.S. Holders' name and address and certain other
information. The 1996 Proposed Regulations would generally apply to dividends
paid on Common Stock after December 31, 1997. A Non-U.S. Holder that is eligible
for a reduced rate of U.S. withholding tax pursuant to a tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for refund
with the Internal Revenue Service.

SALE OF COMMON STOCK NOT EFFECTIVELY CONNECTED

In general, a Non-U.S. Holder will not be subject to United States Federal
income tax on any gain realized upon the disposition of such holder's shares of
Common Stock unless (i) in the case of a Non-

60
<PAGE> 63

U.S. Holder who is an individual and holds shares of Common Stock as a capital
asset and is present in the United States for 183 days or more in the taxable
year of disposition (subject to certain other conditions and limitations), (ii)
the Non-U.S. Holder is subject to tax pursuant to the provisions of United
States tax law applicable to certain United States expatriates whose loss of
United States citizenship had as one of its principal purposes the avoidance of
United States taxes; or (iii) the Company is or has been a United States real
property holding corporation (a "USRPHC") for United States federal income tax
purposes at any time within the shorter of the five year period preceding such
disposition or such Non-U.S. Holder's holding period. The Company believes that
it is not, it has not been, and it is not likely to become, a USRPHC. If the
Company were or were to become a USRPHC, gains realized upon a disposition of
Common Stock by a Non-U.S. Holder which did not directly or indirectly own more
than 5% of the Common Stock during the shorter of the periods described above,
generally would not be subject to United States Federal income tax, provided
that the Common Stock is "regularly traded" on an established securities market.
If the Company Common Stock is listed on the New York Stock Exchange, the
Company believes that the Common Stock will be "regularly traded" on an
established market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a
citizen or resident (as defined for United States Federal estate tax purposes)
of the United States at the time of death will be includable in the individual's
gross estate for United States Federal estate tax purposes (unless an applicable
estate tax treaty provides otherwise), and therefore may be subject to United
States Federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to and the tax withheld with
respect to each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of this information also may be made available under the provisions of a
specific treaty or agreement with the tax authorities in the country in which
the Non-U.S. Holder resides or is established.

Under current Treasury Regulations, generally, dividends paid on Common
Stock to a Non-U.S. Holder at an address outside the United States will be
exempt from U.S. Federal backup withholding tax and U.S. information reporting
requirements (other than the reporting of dividend payments described above).
Under the 1996 Proposed Regulations, generally, dividends paid on Common Stock
will be exempt from such backup withholding and information reporting
requirements only if the Non-U.S. Holder provides certain certifications.

The payment of proceeds from the disposition of Common Stock by a Non-U.S.
Holder to or through a United States office of a broker will be subject to
information reporting and backup withholding unless such Non-U.S. Holder, under
penalties of perjury, certifies, among other things, its status as a Non-U.S.
Holder or otherwise establishes an exemption. The payment of proceeds from the
disposition of Common Stock to or through a non-U.S. office of a non-U.S. broker
generally will not be subject to backup withholding and information reporting,
except as noted below. In the case of proceeds from a disposition of Common
Stock paid to or through a non-United States office of a broker that is (i) a
United States person, (ii) a "controlled foreign corporation" for United States
federal income tax purposes or (iii) a foreign person 50% or more of whose gross
income from certain periods is effectively connected with a United States trade
or business, (a) backup withholding will not apply unless such broker has actual
knowledge that the owner is not a Non-U.S. Holder, and (b) information reporting
will apply unless the broker has documentary evidence in its files that the
owner is a Non-U.S. Holder (and the broker has no actual knowledge to the
contrary).

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder's United States Federal income tax
liability, if any, provided that the required information is furnished to the
Internal Revenue Service.

61
<PAGE> 64

UNDERWRITING

Subject to the terms and conditions set forth in the U.S. purchase
agreement (the "U.S. Purchase Agreement") among the Company, SMS, the
Partnership, the Selling Stockholders and each of the underwriters named below
(the "U.S. Underwriters"), and concurrently with the sale of 1,560,000 shares of
Common Stock to the International Managers (as defined below), the Company and
the Selling Stockholder have agreed to sell to the U.S. Underwriters, and each
of the U.S. Underwriters severally has agreed to purchase from the Company and
the Selling Stockholder, the number of shares of Common Stock set forth opposite
its name below at the initial public offering price less the underwriting
discount set forth on the cover page of this Prospectus.

<TABLE>
<CAPTION>
U.S. UNDERWRITER NUMBER OF SHARES
--------------------------------------------------------------------- -----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
Donaldson, Lufkin & Jenrette Securities Corporation..................
Allen & Company Incorporated.........................................
Montgomery Securities................................................
----------
Total................................................... 6,240,000
==========
</TABLE>

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Donaldson, Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities are acting as representatives (the "U.S.
Representatives") of the U.S. Underwriters.

The Company, SMS, the Partnership and the Selling Stockholders have also
entered into the international purchase agreement (the "International Purchase
Agreement") with certain underwriters outside the United States and Canada (the
"International Managers" and, together with the U.S. Underwriters, the
"Underwriters") for whom Merrill Lynch International, Donaldson, Lufkin &
Jenrette Securities Corporation, Allen & Company Incorporated and Montgomery
Securities are acting as representatives (the "International Representatives"
and, together with the U.S. Representatives, the "Representatives"). Subject to
the terms and conditions set forth in the International Purchase Agreement, and
concurrently with the sale of 6,240,000 shares of Common Stock to the U.S.
Underwriters pursuant to the U.S. Purchase Agreement, the Company and the
Selling Stockholder have agreed to sell to the International Managers, and the
International Managers severally have agreed to purchase from the Company and
the Selling Stockholder, an aggregate of 1,560,000 shares of Common Stock. The
initial public offering price per share and the total underwriting discount per
share of Common Stock are identical under the U.S. Purchase Agreement and the
International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement,
the several U.S. Underwriters and the several International Managers,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant to
each such agreement are purchased. Under certain circumstances, the commitments
of non-defaulting U.S. Underwriters or International Managers, as the case may
be, may be increased. The closings with respect to the sale of shares of Common
Stock to be purchased by the U.S. Underwriters and the International Managers
are conditioned upon one another.

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
U.S. Underwriters and the International Managers are permitted to sell shares of
Common Stock to each other for purposes of resale at the initial public offering
price, less an amount not

62
<PAGE> 65

greater than the selling concession. Under the terms of the Intersyndicate
Agreement, the U.S. Underwriters and any dealer to whom they sell shares of
Common Stock will not offer to sell or sell shares of Common Stock to persons
who are non-United States or non-Canadian persons or to persons they believe
intend to resell to persons who are non-United States or non-Canadian persons,
and the International Managers and any dealer to whom they sell shares of Common
Stock will not offer to sell or sell shares of Common Stock to persons who are
United States or Canadian persons or to persons they believe intend to resell to
persons who are United States or Canadian persons, except in each case for
transactions pursuant to the Intersyndicate Agreement.

The U.S. Representatives have advised the Company and the Selling
Stockholder that the U.S. Underwriters propose initially to offer the shares of
Common Stock offered hereby to the public at the initial public offering price
set forth on the cover page of this Prospectus, and to certain dealers at such
price less a concession not in excess of $ per share of Common Stock. The
U.S. Underwriters may allow, and such dealers may reallow, a discount not in
excess of $ per share of Common Stock on sales to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.

The Over-Allotment Selling Stockholders have granted an option to the U.S.
Underwriters, exercisable during the 30-day period after the date of this
Prospectus, to purchase up to an aggregate of 936,000 additional shares of
Common Stock at the initial public offering price set forth on the cover page of
this Prospectus, less the underwriting discount. The U.S. Underwriters may
exercise this option only to cover over-allotments, if any, made on the sale of
the Common Stock offered hereby. To the extent that the U.S. Underwriters
exercise this option, each U.S. Underwriter will be obligated, subject to
certain conditions, to purchase a number of additional shares of Common Stock
proportionate to such U.S. Underwriter's initial amount reflected in the
foregoing table. The Over-Allotment Selling Stockholders also have granted an
option to the International Managers, exercisable during the 30-day period after
the date of this Prospectus, to purchase up to an aggregate of 234,000
additional shares of Common Stock to cover over-allotments, if any, on terms
similar to those granted to the U.S. Underwriters.

At the request of the Company, the U.S. Underwriters have reserved up to
468,000 shares of Common Stock for sale at the initial public offering price to
certain employees of the Company and other persons. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase such reserved shares. Any reserved shares not so
purchased will be offered by the U.S. Underwriters to the general public on the
same basis as the other shares offered hereby. Certain individuals purchasing
reserved shares may be required to agree not to sell, offer or otherwise dispose
of any shares of Common Stock for a period of three months after the date of
this Prospectus.

The Company, the Selling Stockholders and the Company's other existing
stockholders have agreed, subject to exceptions for certain pledges and, in the
case of the Company, the grant of employee stock options, not to, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or otherwise
dispose of, any capital stock of the Company or any security convertible or
exchangeable into, or exercisable for, such capital stock, or, in the case of
the Company, file any registration statement with respect to the foregoing
(other than a registration statement on Form S-8 to register shares issuable
upon exercise of employee stock options or a registration statement on Form S-4
to register shares issuable in connection with an acquisition), for a period of
180 days after the date of this Prospectus, without the prior written consent of
Merrill Lynch. See "Shares Eligible for Future Sale."

Prior to the Offerings, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiations
among the Company, the Selling Stockholder and the Representatives. Among the
factors that will be considered in determining the initial public offering
price, are an assessment of the Company's recent results of operations, the
future prospects of the Company and the industry in general, the price-earnings
ratios and market prices of securities of other companies engaged in activities
similar to the Company, prevailing conditions in the securities market and other
factors deemed relevant. There can be no assurance that an active trading market
will develop for the Common Stock or that the Common Stock will trade in the
public market subsequent to the Offerings at or above the initial public
offering price.

63
<PAGE> 66

The Common Stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the symbol "SNC." In order to
meet the requirements for listing of the Common Stock on that exchange, the U.S.
Underwriters have undertaken to sell lots of 100 or more shares to a minimum of
2,000 beneficial owners.

The Underwriters do not intend to confirm sales of shares of Common Stock
offered hereby to any accounts over which they exercise discretionary authority.

The Company, SMS, the Partnership and the Selling Stockholders have agreed
to indemnify the U.S. Underwriters and the International Managers against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments made in respect thereof.

More than 10% in aggregate principal amount of the Debentures, which
constitute all of the outstanding subordinated debt of the Company, is owned by
Allen & Company Incorporated and certain officers and related persons thereof.
See "The Company" and "Certain Transactions." Consequently, the Offerings are
being made pursuant to the provisions of Section 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. Pursuant to such
provisions, the public offering price of an equity security can be no higher
than the price recommended by a "qualified independent underwriter" meeting
certain standards. In accordance with this requirement, Merrill Lynch will serve
in such role, and the price of the Common Stock will be no higher than that
recommended by Merrill Lynch in its capacity as the qualified independent
underwriter. In such capacity and in its capacity as one of the Underwriters,
Merrill Lynch has participated in the preparation of the Registration Statement
of which this Prospectus is a part and has performed due diligence with respect
thereto. The Company, SMS, the Partnership and the Selling Stockholders have
agreed to indemnify Merrill Lynch, in its capacity as the qualified independent
underwriter, against certain liabilities, including liabilities under the
Securities Act.

Allen & Company Incorporated, together with certain officers and related
persons thereof, own 2.37% of the shares of Common Stock prior to the Offerings.
See "The Company," "Principal and Selling Stockholders" and "Certain
Transactions." In addition, a portion of the proceeds of the Offerings is
expected to be used to repay amounts owed under the Debentures to such
investors. See "Use of Proceeds."

Merrill Lynch has provided certain financial advisory services to the
Company for which it will receive customary fees.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Shaw, Pittman, Potts & Trowbridge, Washington, D.C., a partnership
including professional corporations. Debevoise & Plimpton, New York, New York,
has acted as counsel for the Underwriters with respect to certain legal matters
in connection with the Offerings.

EXPERTS

The Combined Financial Statements of Snyder Communications (as defined in
Note 1 to the Combined Financial Statements) as of December 31, 1994 and 1995
and for each of the three years in the period ended December 31, 1995 included
in this Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.

64
<PAGE> 67

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-1 (together
with all amendments, schedules and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock, reference is made to the Registration Statement,
which may be inspected, without charge, at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New York, New York
10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such materials may be obtained from the public reference section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Registration Statement is also publicly available through the Commission's
web site located at http://www.sec.gov.

The Company intends to furnish its stockholders with annual reports
containing audited financial statements certified by its independent auditors
and quarterly reports containing unaudited financial information for the first
three quarters of each fiscal year.

65
<PAGE> 68

[This page intentionally left blank]
<PAGE> 69

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Public Accountants...................................... F-2
Combined Balance Sheets as of December 31, 1994 and 1995, and June 30, 1996
(unaudited) and Pro Forma as of June 30, 1996 (unaudited).................... F-3
Combined Statements of Income, including pro forma data for the years ending
December 31, 1993, 1994 and 1995 and the six months ended June 30, 1995
(unaudited) and 1996 (unaudited)............................................. F-4
Combined Statements of Equity for the years ending December 31, 1993, 1994,
1995 and June 30, 1996 (unaudited)........................................... F-5
Combined Statements of Cash Flows for the years ending December 31, 1993, 1994
and 1995 and the six months ended June 30, 1995 and 1996 (unaudited)......... F-6
Notes to Combined Financial Statements........................................ F-7
</TABLE>

F-1
<PAGE> 70

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Marketing Services, Inc. and
Snyder Communications, L.P.:

We have audited the accompanying combined balance sheets of Snyder
Communications (as defined in Note 1) as of December 31, 1994 and 1995, and the
related combined statements of income, equity and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of Snyder Communications' management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Snyder Communications as of
December 31, 1994 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP
Washington, D.C.,
July 1, 1996

F-2
<PAGE> 71

SNYDER COMMUNICATIONS
(SEE NOTE 1)

COMBINED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
-------------------------- --------------------------
1994 1995 1996 1996
----------- ----------- ----------- -----------
(UNAUDITED) (PRO FORMA,
UNAUDITED)
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents................. $ 596,977 $ 3,881,512 $ 1,281,154 $ --
Accounts receivable, net of allowance for
doubtful accounts of $50,000, $100,000
and $200,000 at December 31, 1994 and
1995, and June 30, 1996 (unaudited),
respectively........................... 1,313,279 3,046,460 4,868,929 4,868,929
Prepaid expenses and other assets......... 62,776 124,837 100,380 100,380
----------- ----------- ----------- -----------
Total current assets................. 1,973,032 7,052,809 6,250,463 4,969,309
NOTE AND ADVANCES TO STOCKHOLDERS............. 5,657 2,770,426 -- --
PROPERTY AND EQUIPMENT, NET................... 1,505,702 2,336,254 3,742,546 3,742,546
DEFERRED FINANCING COSTS, NET................. -- 496,001 443,847 443,847
DEFERRED TAX ASSET............................ 118,000 58,000 -- 137,000
DEPOSITS...................................... 54,081 313,025 1,051,529 1,051,529
OTHER ASSETS.................................. 16,320 -- 811,488 811,488
----------- ----------- ----------- -----------
Total assets......................... $ 3,672,792 $13,026,515 $12,299,873 $11,155,719
=========== =========== =========== ===========
<CAPTION>
LIABILITIES AND EQUITY
<S> <C> <C> <C> <C>
CURRENT LIABILITIES:
Current portion of notes payable and
obligations under capital leases....... $ 804,757 $ 204,047 $ 400,931 $ 400,931
Accrued payroll........................... 306,195 2,854,630 4,407,392 4,407,392
Accounts payable.......................... 1,047,486 3,348,051 4,651,835 4,651,835
Unearned revenue.......................... 1,323,139 2,209,809 2,470,403 2,470,403
----------- ----------- ----------- -----------
Total current liabilities............ 3,481,577 8,616,537 11,930,561 11,930,561
OBLIGATIONS UNDER CAPITAL LEASES.............. 135,353 334,418 677,519 677,519
NOTE PAYABLE TO LIMITED PARTNER............... 1,921,397 -- -- --
SUBORDINATED DEBENTURES DUE TO LIMITED
PARTNERS.................................... -- 5,125,821 5,228,748 5,228,748
----------- ----------- ----------- -----------
Total liabilities.................... 5,538,327 14,076,776 17,836,828 17,836,828
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock, no stated par value, 3,000
shares authorized; ($.001 par value,
120,000,000 shares authorized on a pro
forma basis) 2,000 shares issued and
outstanding at December 31, 1994, 1995,
and June 30, 1996; (29,458,400 shares
issued and outstanding on a pro forma
basis)................................. 500 500 500 29,458
Additional paid-in capital................ 138,342 1,359,703 1,359,703 (6,710,567)
Retained earnings (deficit)............... (593,897) (960,134) (4,828,995) --
Limited partners' (deficit) equity........ (1,410,480) (1,450,330) (2,068,163) --
----------- ----------- ----------- -----------
Total (deficit) equity............... (1,865,535) (1,050,261) (5,536,955) (6,681,109)
----------- ----------- ----------- -----------
Total liabilities and equity......... $ 3,672,792 $13,026,515 $12,299,873 $11,155,719
=========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these combined balance sheets.

F-3
<PAGE> 72

SNYDER COMMUNICATIONS
(SEE NOTE 1)

COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------------
1993 1994 1995
---------- ----------- -----------
<S> <C> <C> <C>
REVENUES......................................................... $9,042,523 $11,740,235 $42,891,561
OPERATING EXPENSES:
Cost of services............................................. 5,455,345 6,463,703 27,479,690
Selling, general and administrative expenses................. 3,003,096 3,525,363 7,214,074
Compensation to SMS stockholders............................. -- -- 4,423,868
---------- ----------- -----------
8,458,441 9,989,066 39,117,632
INCOME FROM OPERATIONS........................................... 584,082 1,751,169 3,773,929
INTEREST EXPENSE--SUBSTANTIALLY ALL TO RELATED PARTIES........... (313,649) (295,774) (783,441)
INTEREST INCOME.................................................. 7,401 19,600 197,954
---------- ----------- -----------
INCOME BEFORE TAXES.............................................. 277,834 1,474,995 3,188,442
SMS INCOME TAX PROVISION (BENEFIT)............................... 15,000 85,000 (245,000)
---------- ----------- -----------
NET INCOME....................................................... $ 262,834 $ 1,389,995 $ 3,433,442
========== =========== ===========
PRO FORMA INCOME DATA (UNAUDITED):
Historical income before income taxes as reported............ $ 3,188,442
Pro forma adjustment for compensation to SMS stockholders.... 4,423,868
-----------
Pro forma income before income taxes......................... 7,612,310
-----------
Pro forma provision for income taxes......................... 3,021,088
-----------
Pro forma net income.................................... $ 4,591,222
===========
Pro forma net income per share.......................... $ 0.15
===========
Pro forma weighted average number of shares
outstanding........................................... 30,207,057
===========
</TABLE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
--------------------------
1995 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
REVENUES.................................................................... $13,980,843 $34,861,276
OPERATING EXPENSES:
Cost of services........................................................ 9,046,169 23,633,694
Selling, general and administrative expenses............................ 2,769,616 6,571,484
----------- -----------
11,815,785 30,205,178
----------- -----------
INCOME FROM OPERATIONS...................................................... 2,165,058 4,656,098
INTEREST EXPENSE--SUBSTANTIALLY ALL TO RELATED PARTIES...................... (215,261) (552,404)
INTEREST INCOME............................................................. 12,477 96,837
----------- -----------
INCOME BEFORE TAXES......................................................... 1,962,274 4,200,531
SMS INCOME TAX PROVISION.................................................... 383,000 58,000
----------- -----------
NET INCOME.................................................................. $ 1,579,274 $ 4,142,531
=========== ===========
PRO FORMA INCOME DATA (UNAUDITED):
Historical income before income taxes as reported....................... $ 1,962,274 $ 4,200,531
Pro forma provision for income taxes.................................... 779,023 1,680,212
----------- -----------
Pro forma net income............................................... $ 1,183,251 $ 2,520,319
=========== ===========
Pro forma net income per share..................................... $ 0.04 $ 0.08
=========== ===========
Pro forma weighted average number of shares outstanding............ 30,207,057 30,207,057
=========== ===========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-4
<PAGE> 73

SNYDER COMMUNICATIONS
(SEE NOTE 1)

COMBINED STATEMENTS OF EQUITY

<TABLE>
<CAPTION>
ADDITIONAL RETAINED LIMITED
COMMON PAID-IN EARNINGS PARTNERS'
STOCK CAPITAL (DEFICIT) DEFICIT TOTAL
------ ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992......... $500 $ 138,342 $ (641,295) $(2,919,358) $(3,421,811)
Distributions to SMS
stockholders................ -- -- (76,425) -- (76,425)
Net income.................... 23,897 238,937 262,834
------ ---------- ----------- ----------- -----------
BALANCE, December 31, 1993......... 500 138,342 (693,823) (2,680,421) (3,235,402)
Distributions to SMS
stockholders................ -- -- (20,128) -- (20,128)
Net income.................... 120,054 1,269,941 1,389,995
------ ---------- ----------- ----------- -----------
BALANCE, December 31, 1994......... 500 138,342 (593,897) (1,410,480) (1,865,535)
Proceeds from sale of
partnership interest, net of
income taxes of $815,000.... -- 1,221,361 -- 13,639 1,235,000
Distributions to limited
partners.................... -- -- -- (3,853,168) (3,853,168)
Net income (loss)............. -- (366,237) 3,799,679 3,433,442
------ ---------- ----------- ----------- -----------
BALANCE, December 31, 1995......... 500 1,359,703 (960,134) (1,450,330) (1,050,261)
Net income (unaudited)........ 2,591,364 1,551,167 4,142,531
Distributions (unaudited)..... -- -- (6,460,225) (2,169,000) (8,629,225)
------ ---------- ----------- ----------- -----------
BALANCE, June 30, 1996
(unaudited)...................... $500 $1,359,703 $(4,828,995) $(2,068,163) $(5,536,955)
====== ========= ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-5
<PAGE> 74

SNYDER COMMUNICATIONS
(SEE NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
------------------------------------- --------------------------
1993 1994 1995 1995 1996
---------- ---------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................. $ 262,834 $1,389,995 $ 3,433,442 $ 1,579,274 $ 4,142,531
Adjustments to reconcile net income to
net cash provided by operating
activities--
Depreciation and amortization..... 237,167 389,037 595,759 242,876 436,236
Loss on disposal of assets........ 141,540 -- 152,490 (20,207) --
Deferred tax provision............ 15,000 83,000 60,000 42,000 58,000
Changes in assets and liabilities--
Accounts receivable............... (319,360) (490,274) (1,733,181) (1,672,057) (1,822,469)
Deposits and other assets......... 1,600 (38,601) (242,624) (122,407) (1,299,992)
Prepaid expenses and other
assets.......................... 90,661 (50,164) (62,061) (13,262) 24,457
Accounts payable and other
liabilities..................... 817,791 160,267 5,914,670 3,336,278 3,117,140
---------- ---------- ----------- ----------- -----------
Net cash provided by operating
activities.................. 1,247,233 1,443,260 8,118,495 3,372,495 4,655,903
---------- ---------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.... (938,040) (530,506) (1,137,827) (401,007) (1,295,554)
Note and net advances to SMS
stockholders......................... 246,676 (5,657) (2,764,769) (2,725,000) 45,426
---------- ---------- ----------- ----------- -----------
Net cash used in investing
activities.................. (691,364) (536,163) (3,902,596) (3,126,007) (1,250,128)
---------- ---------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable to limited
partner.............................. (181,330) (465,300) (2,606,151) (2,606,151) --
Repayment of note payable.............. (166,370) (126,813) (35,817) (35,817) --
Proceeds from issuance of subordinated
debentures due to limited partners... -- -- 5,000,000 5,000,000 --
Proceeds from sale of partnership
interest............................. -- -- 2,050,000 2,050,000 --
Tax effect of equity transaction....... -- -- (815,000) (815,000) --
Debt issuance costs.................... -- -- (557,000) (557,000) --
Distributions to SMS stockholders...... (76,425) (20,128) -- -- (3,735,225)
Distributions to limited partners...... -- -- (3,853,168) (1,200,000) (2,169,000)
Payments on capital lease
obligations.......................... -- (49,060) (114,228) (31,876) (101,908)
---------- ---------- ----------- ----------- -----------
Net cash (used in) provided by
financing activities........ (424,125) (661,301) (931,364) 1,804,156 (6,006,133)
---------- ---------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.............................. 131,744 245,796 3,284,535 2,050,644 (2,600,358)
CASH AND CASH EQUIVALENTS, beginning of
year..................................... 219,437 351,181 596,977 596,977 3,881,512
---------- ---------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year..... $ 351,181 $ 596,977 $ 3,881,512 $ 2,647,621 $ 1,281,154
========== ========== ============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest............................. $ 293,512 $ 247,339 $ 529,108 $ 245,158 $ 491,158
SUPPLEMENTAL DISCLOSURE OF NONCASH
ACTIVITIES:
Equipment purchased during the period
under capital leases................. $ -- $ 268,599 $ 433,154 $ 90,492 $ 641,893
Distribution of note receivable from
stockholder to SMS stockholders...... -- -- -- -- 2,725,000
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-6
<PAGE> 75

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS
(INFORMATION AS OF JUNE 30, 1995 AND 1996, AND FOR THE SIX MONTHS ENDED
JUNE 30, 1995 AND 1996 IS UNAUDITED)

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS:

On October 19, 1988, Collegiate Marketing and Communications, Inc., a
Delaware corporation (the "General Partner"), and a Delaware limited partnership
beneficially owned by Mortimer B. Zuckerman and Fred Drasner (the "Original
Limited Partner") entered into a partnership agreement (the "Partnership
Agreement") pursuant to the provisions of the Delaware Act, under the name
Collegiate Marketing and Communications, L.P. (the "Partnership"). On September
1, 1989, the name of the Partnership was changed to Snyder Communications, L.P.,
and the name of the General Partner was changed to Snyder Communications, Inc.
On May 18, 1995, the Partnership Agreement was amended to admit several new
limited partners into the Partnership. On June 25, 1996, the name of the General
Partner was changed to Snyder Marketing Services, Inc. ("SMS").

Snyder Communications, Inc., a Delaware corporation, was incorporated on
June 25, 1996, to continue the business operations of the Partnership. Snyder
Communications, Inc., in conjunction with all of the existing partners in the
Partnership, intends to reorganize (the "Reorganization"), on or prior to the
effectiveness of the initial public offering of its common stock (the
"Offerings").

Prior to the Reorganization, SMS owns 63.85 percent of the partnership and
the limited partners own the remaining 36.15 percent. The Reorganization will
result in the stockholders of SMS exchanging 100 percent of their SMS stock for
stock of Snyder Communications, Inc. simultaneously with the limited partners
exchanging their limited partnership interests in the partnership for common
stock of Snyder Communications, Inc. After consummation of the Reorganization,
Snyder Communications, Inc. will own 100 percent of the stock of SMS and,
directly and indirectly (through its ownership of SMS), 100 percent of the
interests in the Partnership.

Because of the continuity of ownership, the Reorganization will be
accounted for by combining the assets, liabilities and operations of SMS, the
Partnership and Snyder Communications, Inc., at their historical cost basis.
Accordingly, for all periods presented, the accompanying combined financial
statements include a combination of the accounts of SMS and the Partnership (the
combined entity will be referred to herein as the "Company" or "Snyder
Communications") after elimination of all significant intercompany transactions.

Snyder Communications provides outsourced marketing services. The Company
designs and implements marketing programs for its customers utilizing field
sales, teleservices, sponsored wallboards, and product sampling. The Company's
operations are conducted throughout the United States with planned expansion to
the United Kingdom.

There are important risks associated with the Company's business and
financial results. These risks include (i) the Company's current reliance on one
significant customer, which constituted 59% of its 1995 revenues, and on other
major clients (see Note 3); (ii) the Company's ability to sustain and manage
future growth; (iii) the Company's dependence on industry trends toward
outsourcing of marketing services; (iv) the risks associated with the Company's
contracts; and (v) the dependence of the Company's success on its executive
officers and other key employees, in particular, its President, Chief Executive
Officer and Chairman of the Board of Directors.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

Cash and cash equivalents are comprised principally of amounts in operating
accounts and other money market investments, stated at cost which approximates
market value, with original maturities of three months or less.

F-7
<PAGE> 76

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED FINANCING COSTS

Deferred financing costs, which were incurred in connection with the
issuance of the subordinated debentures (see Note 5), are charged to expense as
additional interest expense over the life of the subordinated debentures using
the interest method.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. The Company depreciates
furniture, fixtures, and office and telephone equipment on a straight-line basis
over 3 to 10 years. Custom wood cases used to display wallboards are placed in
locations targeted at specific advertising markets. The original cost of these
cases is capitalized and amortized over 5 years.

When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.

REVENUE RECOGNITION

FIELD SALES AND TELESERVICES REVENUE -- The Company provides field sales
and teleservices sales and marketing of telecommunication services to clients
under contracts which provide for payments based on accepted subscribers and the
type of service purchased by the subscriber. Revenues related to these sales are
recognized on the date the application for service installment is accepted by
the Company's telecommunication clients. At this point, the Company has no
further performance obligation related to the submitted subscriber and is
contractually entitled to payment. One of the Company's contracts provides the
client with the right to seek a return of previously paid commissions if the
subscribers submitted by the Company do not meet certain defined characteristics
and performance standards. These relate to the telecommunication client's
ability to successfully install and provide service to the subscriber, the bad
debt experience of the subscriber base submitted by the Company and certain
minimum usage and life measures of the subscriber base. At the point of revenue
recognition, an allowance is recorded by the Company based on an estimate for
these returned commissions. The allowance is estimated based on the Company's
historical experience and periodically reviewed by the Company and adjusted when
necessary.

WALLBOARD REVENUE -- The Company contracts with sponsors to display
sponsored information in mounted wall units at target market locations.
Wallboard revenue is recognized over the life of the contract as services are
rendered which is generally one year. Unearned revenue is recorded for billings
prior to the earning of such revenue.

PRODUCT SAMPLING -- The Company contracts with sponsors to produce and
distribute product samples, coupons and pieces of literature to target markets.
Sampling revenue is recognized over the contract term of the sampling program as
services are rendered which generally extends for one year.

INCOME TAXES

The accompanying combined financial statements reflect no provision for
Federal or state income taxes related to income earned by the Partnership since
each of the partners of the Partnership reflected their share of the
Partnership's net income on their respective tax returns. Prior to January 1,
1996, SMS was taxed as a C corporation and accordingly a provision (benefit) for
taxes of SMS is reflected in the accompanying statements of income for each of
the three years in the period ended December 31, 1995, and the six months ended
June 30, 1995. During this period, SMS accounted for income taxes in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Effective January 1, 1996, SMS

F-8
<PAGE> 77

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

elected to be taxed as an S corporation under the Internal Revenue Code. In lieu
of corporate taxes, the stockholders of an S corporation are taxed on their
proportionate share of the Company's taxable income.

After the Reorganization, the Company will be subject to Federal and state
corporate income taxes. Accordingly, the accompanying combined statements of
income for the year ended December 31, 1995 and the six month periods ended June
30, 1995 and 1996 include unaudited pro forma adjustments for income tax
expense, which would have been recorded had all of the income generated by the
Company been subject to Federal and state corporate income taxes based on the
tax laws in effect during those periods (see Note 6).

ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CONCENTRATION OF CREDIT RISK

Concentration of credit risk is limited to trade accounts receivable and is
subject to the financial conditions of certain major clients as described in
Note 3. The Company's receivables are concentrated with customers in the
telecommunications industry. The Company does not require collateral or other
security to support clients' receivables.

PRO FORMA NET INCOME PER SHARE

Pro forma net income per share has been computed by dividing pro forma net
income by the pro forma weighted average number of shares outstanding during
each period. The pro forma weighted-average number of shares outstanding has
been adjusted for the estimated number of shares (748,657) that the Company
would need to issue (at an assumed initial public offering price of $15.00 per
share, which is the mid-point of the proposed initial public offering price
range) to fund distributions in excess of earnings of approximately $11.2
million to the Company's existing stockholders and limited partners (see Note
12).

ACCOUNTING FOR STOCK OPTIONS

Statement of Financial Accounting Standard No. 123 (SFAS 123) establishes a
fair value based method of accounting for stock-based compensation plans. It
encourages entities to adopt that method in place of the provisions of APB
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25), for all
arrangements under which employees receive shares of stock or other equity
instruments of the employer. The Company will follow APB 25 and will comply with
the specific provision of SFAS 123 that requires pro forma disclosures
concerning compensation expense in the notes to the financial statements.

INTERIM FINANCIAL STATEMENTS

The combined financial statements of Snyder Communications as of and for
the six months ending June 30, 1995 and 1996, presented herein have been
prepared by the Company without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. The financial statements reflect all
adjustments (consisting of only normal recurring adjustments) which, in the
opinion of management, are necessary to present fairly the combined financial
position, results of operations and cash flows of the Company as of June 30,
1995 and 1996, and for the quarters then ended. The results for the interim
periods are not necessarily indicative of the results to be obtained for the
full year due to the seasonal nature of the Company's business.

F-9
<PAGE> 78

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3. SIGNIFICANT CLIENTS:

The Company had one client which represented 59, 17 and 3 percent of the
Company's revenues for the years ended December 31, 1995, 1994 and 1993,
respectively. The loss of this client would have a material adverse effect on
the Company's business. The Company's principal contract with this client
extends through December 1997.

In addition, the Company had three and four clients that each accounted for
more than ten percent of the Company's revenues for the years ended December 31,
1994 and 1993, respectively. For the year ended December 31, 1994, these three
clients accounted for 17, 12 and 11 percent of the Company's revenues,
respectively. For the year ended December 31, 1993, these four clients accounted
for 19, 15, 10 and 10 percent of the Company's revenues, respectively.

The Company had two telecommunications clients that accounted for more than
10 percent of the Company's revenues for the six months ended June 30, 1996. For
this period, these two clients accounted for 56 and 25 percent of the Company's
revenues, respectively.

4. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following.

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- JUNE 30,
1994 1995 1996
---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Wallboards..................................... $1,503,159 $ 1,829,398 $ 2,028,330
Office and telephone equipment................. 687,848 1,415,795 2,158,677
Furniture and fixtures......................... 101,415 166,919 952,428
Leasehold improvements......................... 61,030 166,614 250,251
---------- ----------- -----------
2,353,452 3,578,726 5,389,686
Accumulated depreciation....................... (847,750) (1,242,472) (1,647,140)
---------- ----------- -----------
$1,505,702 $ 2,336,254 $ 3,742,546
========= ========== ==========
</TABLE>

5. DEBT:

SUBORDINATED DEBENTURES

On May 18, 1995, the Partnership issued $6,000,000 (face value) of
subordinated debentures (the "Debentures") with a stated interest rate of 12.25
percent (effective interest rate to maturity of approximately 17 percent), due
December 31, 2001, to a group consisting of certain limited partners in the
Partnership for $5,000,000 in cash. The difference between the cash proceeds
received and the face amount of the Debentures has been accounted for as an
original issue discount. This discount is being amortized as additional interest
expense over the life of the Debentures using the interest method. The
Debentures require annual principal payments of $1,200,000 beginning on December
31, 1997 and continuing through December 31, 2000 and contain penalties for
prepayment. The remaining unpaid principal balance will be due on December 31,
2001. The Debentures are subordinate to future borrowings, if any (not to exceed
$2,000,000), made under any working capital facility that may be secured by the
Company and contain covenants that restrict distributions (other than those
required for the partners to make tax payments) unless certain liquidity ratios,
as defined, are met. Interest is due semi-annually in April and October of each
year. At December 31, 1995, the fair value of the Debentures approximated their
carrying value.

The Company intends to use a portion of the proceeds from the Offerings to
repay all amounts due under the Debentures. Extinguishment of the Debentures as
of June 30, 1996, would result in an extraordinary

F-10
<PAGE> 79

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

5. DEBT (CONTINUED)

charge to income of approximately $2.1 million ($1.3 million net of income
taxes) representing prepayment penalties plus the write off of unamortized
discount and debt issuance costs.

NOTES PAYABLE

Notes payable consisted of the following at December 31, 1994:

<TABLE>
<S> <C>
Notes payable to a limited partner.............................. $2,606,151
Note payable.................................................... 35,817
----------
2,641,968
Less--Current portion........................................... (720,571)
----------
$1,921,397
=========
</TABLE>

Concurrent with the formation of the Partnership, the Original Limited
Partner loaned the Partnership $350,000 as evidenced by a promissory note. On
May 10, 1989, the Partnership entered into another promissory note agreement
with the Original Limited Partner to repay the principal amount of advances
previously made by the Original Limited Partner to the Partnership. Effective
January 1, 1993, all prior notes payable and the related accrued interest to the
Original Limited Partner were combined into one note totaling $3,252,781. This
note bore interest of 8 percent per annum. This note was paid in full in May of
1995 with a portion of the proceeds from the Debentures.

In November 1992, a settlement agreement was reached between the Company
and an independent contractor hired by the Company whereby the Company was
required to pay the contractor $499,000. Under the settlement agreement, the
Company paid $170,000 to the independent contractor at the date of settlement,
with the remaining $329,000 plus interest at 15 percent per annum paid in
installments through March 1995. This obligation was fully satisfied in 1995.

6. INCOME TAXES:

Prior to January 1, 1996, SMS was taxed as a C corporation for Federal and
state corporate income tax purposes. Effective January 1, 1996, SMS elected to
be taxed as an S corporation and accordingly, SMS's income was taxable to its
stockholders rather than to SMS for the three months ended March 31, 1996. Upon
conversion to an S corporation on January 1, 1996, the deferred tax asset
balance of $58,000 was written off and is reflected as a SMS income tax
provision in the accompanying combined financial statements. The SMS income tax
provision (benefit) for periods when it operated as a C corporation includes the
following components.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1993 1994 1995
------- ------- ---------
<S> <C> <C> <C>
Current................................................ $ -- $ 2,000 $ 510,000
Tax effect of equity transaction....................... -- -- (815,000)
Deferred............................................... 15,000 83,000 60,000
------- ------- ---------
SMS income tax provision (benefit)................ $15,000 $85,000 $(245,000)
======= ======= =========
</TABLE>

F-11
<PAGE> 80

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

6. INCOME TAXES (CONTINUED)

A reconciliation of taxes at the U.S. Federal income tax rate to the
Company's actual income taxes is as follows.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1993 1994 1995
-------- --------- -----------
<S> <C> <C> <C>
Taxes at U.S. Federal income tax rate............. $ 97,000 $ 516,000 $ 1,116,000
Income taxed directly to limited partners......... (84,000) (445,000) (1,330,000)
State taxes (benefit), net of Federal and
permanent differences........................... 2,000 14,000 (31,000)
-------- --------- -----------
Total income taxes........................... $ 15,000 $ 85,000 $ (245,000)
======== ========= ==========
</TABLE>

At December 31, 1995 and 1994, the Company had recorded net deferred tax
assets of $58,000 and $118,000, respectively, related to differences in SMS's
book and tax earnings generated from its general partnership interest in the
Partnership.

Upon the successful completion of the Offerings and the related
Reorganization, a net deferred tax asset will be recorded with an associated
credit to the provision for income taxes. If the effective date of the Offerings
and the Reorganization had been June 30, 1996, a net deferred tax asset of
approximately $137,000 would have been recorded. As of June 30, 1996, the net
deferred tax asset would have consisted of the following:

<TABLE>
<S> <C>
Reserves and other liabilities........................................... $ 122,000
Allowance for doubtful accounts.......................................... 60,000
Property and equipment................................................... (124,000)
Other.................................................................... 79,000
---------
$ 137,000
=========
</TABLE>

7. LEASES:

The Company leases certain facilities, office equipment and other assets.
The following is a schedule of future minimum lease payments for capital leases
and for operating leases (with initial or remaining terms in excess of one year
at December 31, 1995).

<TABLE>
<CAPTION>
YEAR ENDING CAPITAL OPERATING
DECEMBER 31, LEASES LEASES
----------------- --------- ----------
<S> <C> <C>
1996.................................................... $ 257,186 $1,362,364
1997.................................................... 230,868 1,077,808
1998.................................................... 133,648 444,144
1999.................................................... 6,163 444,144
2000.................................................... -- 444,144
Thereafter.............................................. -- 629,204
--------- ----------
Total minimum lease payments....................... 627,865 $4,401,808
=========
Less--Amount representing interest........................... (89,400)
---------
Total obligation under capital leases.............. 538,465
Less--Current portion........................................ (204,047)
---------
Long-term portion............................................ $ 334,418
=========
</TABLE>

F-12
<PAGE> 81

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7. LEASES (CONTINUED)

Subsequent to December 31, 1995, the Company amended its headquarters and
office lease agreement to lease additional office space in order to house an
expanded call-center adjacent to its existing space and to extend the term of
the lease agreement for approximately six years under similar terms. The total
additional future minimum lease payments under this amendment will approximate
$1.6 million.

Property and equipment, net on the balance sheet includes $219,563,
$538,798 and $1,076,331 for equipment purchased under capital leases as of
December 31, 1994, 1995 and June 30, 1996 (unaudited), respectively.

Rental expense for all operating leases was approximately $271,000,
$434,000 and $1,201,000 for the years ended December 31, 1993, 1994 and 1995,
respectively and approximately $417,215, and $1,097,533 for the six months ended
June 30, 1995 (unaudited) and 1996 (unaudited), respectively.

8. CAPITAL STOCK:

In May 1995, SMS sold a 6.15 percent interest in the Partnership for
$2,050,000 in cash proceeds. These proceeds are reflected (net of associated
income taxes of $815,000 and SMS's basis in the equity interest) as a
contribution to additional paid-in capital in the accompanying combined
financial statements.

9. OPTIONS:

In September 1996, the Board of Directors of the Company adopted and the
stockholders of the Company approved the 1996 Stock Incentive Plan (the "Stock
Option Plan"). The Stock Option Plan, which terminates in 2006, on the tenth
anniversary of the effective date of the plan, is to be administered by the
Compensation Committee, which is required to be composed of at least two
directors, or by the Board of Directors of the Company if no Compensation
Committee is appointed. Following the Offerings, the directors serving on the
Compensation Committee must constitute "non-employee directors" as defined under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Stock
Option Plan authorizes the granting of incentive stock options, non-qualified
stock options, restricted stock awards and stock appreciation rights ("SARs"),
or any combination thereof, at the discretion of the Compensation Committee of
the Board of Directors. Subject to adjustment in certain circumstances, the
aggregate number of shares of Common Stock which may be issued under the Stock
Option Plan upon exercise of options, SARs or in the form of restricted stock
may not exceed five million shares.

The exercise price of options granted under the Stock Option Plan may not
be less than 100 percent (110 percent in the case of an optionee who is a 10
percent stockholder) of the fair market value per share of Common Stock on the
date of the option grant. The vesting and other provisions of the options will
be determined by the Compensation Committee.

In the case of any incentive stock option, the option shall terminate on
the date that is three months (one year, in the event that the termination of
employment is by reason of death or disability) after the date on which the
optionee terminates employment or, if earlier, the date specified in the
agreement relating to the option grant.

As of June 30, 1996, no options had been issued under the Stock Option
Plan, although the Company anticipates issuing approximately 3.0 million options
prior to the Offerings with exercise prices equal to the price of shares offered
to the public.

10. RELATED PARTIES:

At December 31, 1995 and June 30, 1996, the Company was owed $45,426 and
$17,536, respectively, by certain stockholders of SMS. These advances were
non-interest bearing and were repaid in June, 1996.

F-13
<PAGE> 82

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10. RELATED PARTIES (CONTINUED)

The Company's headquarters office space is leased from a third party, in
which one of the limited partners has an ownership interest. Rent paid under
this lease was $223,666, $355,483, $771,855 and $423,678 in 1993, 1994, 1995,
and June 30, 1996 (unaudited), respectively.

The Company produces a wallboard for which a publication beneficially owned
by the Original Limited Partner is one of the sponsors. Such publication
participates as a sponsor in exchange for the use by the Company of its
editorial information. Because it is not practicable to estimate the benefit
received by or provided to the Company and the Original Limited Partner, no
accounting recognition has been provided for this transaction in the
accompanying combined financial statements.

During 1995, the Company advanced $2,725,000 to a stockholder of SMS as
evidenced by a promissory note. The note was non-interest bearing and secured by
SMS stock. This note was distributed to the SMS stockholders, pro rata, on June
30, 1996.

11. COMMITMENTS AND CONTINGENCIES:

The Company is subject to lawsuits, investigations and claims arising out
of the conduct of its business, including those related to commercial
transactions, contracts, government regulation and employment matters. Certain
claims, suits and complaints have been filed or are pending against the Company.
In the opinion of management, and based on all known facts, all matters are
without merit or are of such kind, or involve such amounts, as would not have a
material effect on the financial position or results of operations of the
Company if disposed of unfavorably.

12. PRO FORMA DATA (UNAUDITED):

The unaudited pro forma combined balance sheet is presented as if the
Reorganization had occurred on June 30, 1996. As explained in Note 1, the
Reorganization will entail the limited partners exchanging their limited
partnership interests in the Partnership, and the stockholders of SMS exchanging
their stock in SMS for common stock in Snyder Communications, Inc. The SMS
retained earnings and limited partners' deficit balances will be reclassified to
additional paid-in capital. The Company will be taxed as a C corporation
resulting in the recording of a net deferred tax asset of $137,000, as discussed
in Note 6. Prior to consummation of the Offerings, the Company intends to make a
distribution of its cash balance existing at the date of the distribution (not
expected to exceed $10.0 million between July 1, 1996 and the date of the
Offerings) to its existing shareholders and limited partners. The unaudited pro
forma combined balance sheet gives effect to these items.

The pro forma net income and net income per share amounts for the year
ended December 31, 1995 and the six month periods ended June 30, 1995 and 1996
include a provision for Federal and state income taxes as if the combined
Company had been a C corporation for all the periods presented. The effective
income tax rate reflects the combined Federal and state income taxes of
approximately 39.7 percent for the year ending December 31, 1995, and the six
months ending June 30, 1995, and 40.0 percent for the six months ended June 30,
1996. The difference between the pro forma income tax rate and the Federal
statutory rate of 34% relates primarily to the impact of state income taxes.
Certain stockholders of the Company served as officers of SMS for which such
officers received compensation from SMS in 1995. The unaudited pro forma
combined income statement data includes an adjustment which reflects the
elimination in 1995 of this non-recurring compensation based on compensation
levels for the Company, as approved by its Board of Directors. Following
consummation of the Reorganization, such officers will not be required to
perform any comparable duties or responsibilities for SMS. Further, other costs
are not likely to be incurred which would offset the impact of this pro forma
adjustment. Therefore, such compensation is treated as non-recurring. The
unaudited pro forma combined statement of income data gives effect to these
items.

F-14
<PAGE> 83

SNYDER COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

12. PRO FORMA DATA (UNAUDITED) (CONTINUED)

A portion of the net proceeds from the Offerings is to be used to repay all
amounts due under the Debentures. If the Debentures had been repaid on January
1, 1995 or January 1, 1996, the unaudited pro forma net income per share (as
adjusted for the number of shares the Company would need to issue, at an assumed
initial public offering price of $15.00 per share, to repay the Debentures)
would have been $0.17 and $0.09 for the year ended December 31, 1995, and the
six months ended June 30, 1996, respectively.

The unaudited pro forma combined financial statements and data are not
necessarily indicative of what the actual results of operations or financial
position would have been assuming such transactions had been completed on the
specified dates and they do not purport to represent the future results of
operation or financial position of the Company.

F-15
<PAGE> 84

[This page intentionally left blank]
<PAGE> 85

INSIDE BACK COVER OF PROSPECTUS:

This inside back cover is a multi-color map, in a landscape orientation, of
the United States showing the locations of the Company's Consumer Markets
district offices, marked by squares; Business Markets district offices, marked
by triangles; and Marketing Services offices, marked by circles.

The map also shows an inset of the Company's planned offices in the United
Kingdom.
<PAGE> 86

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 11
The Company........................... 18
Use of Proceeds....................... 20
Dividend Policy....................... 20
Capitalization........................ 21
Dilution.............................. 22
Selected Financial and Operating
Data................................ 23
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 25
Business.............................. 33
Management............................ 47
Certain Transactions.................. 53
Principal and Selling Stockholders.... 54
Description of Capital Stock.......... 56
Shares Eligible for Future Sale....... 58
Certain United States Federal Tax
Consequences to Non-United States
Holders............................. 60
Underwriting.......................... 62
Legal Matters......................... 64
Experts............................... 64
Additional Information................ 65
Index to Financial Statements......... F-1
</TABLE>

UNTIL , 1996, (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
- ---------------------------------------------
- ---------------------------------------------

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

7,800,000 SHARES
[SNYDER COMMUNICATIONS, INC. LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ALLEN & COMPANY
INCORPORATED

MONTGOMERY SECURITIES

SEPTEMBER , 1996

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 87

[ALTERNATE COVER FOR INTERNATIONAL PROSPECTUS]

PROSPECTUS

7,800,000 SHARES
[SNYDER COMMUNICATIONS, INC. LOGO]
COMMON STOCK
------------------------

Of the 7,800,000 shares of Common Stock offered hereby, 1,560,000 are being
offered initially outside the United States and Canada by the International
Managers and 6,240,000 shares are being offered initially in the United States
and Canada by the U.S. Underwriters. The initial public offering price and the
underwriting discount per share are identical for both Offerings. See
"Underwriting."

The Common Stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the trading symbol "SNC."

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON
STOCK OFFERED HEREBY.
------------------------

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2) SELLING STOCKHOLDER
- ---------------------------------------------------------------------------------------------------------------------------
Per Share...................... $ $ $ $
- ---------------------------------------------------------------------------------------------------------------------------
Total(3)....................... $ $ $ $
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Before deducting expenses of the Offerings payable by the Company, estimated
at $2,000,000.

(3) The Over-Allotment Selling Stockholders have granted to the International
Managers and the U.S. Underwriters options, exercisable within 30 days after
the date of this Prospectus, to purchase up to 234,000 and 936,000
additional shares of Common Stock, respectively, solely to cover
over-allotments, if any. If such options are exercised in full, the total
Price to Public, Underwriting Discount, Proceeds to Company and Proceeds to
Selling Stockholders will be $ , $ , $ and
$ , respectively. See "Underwriting."
------------------------

MERRILL LYNCH INTERNATIONAL
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY
INCORPORATED
MONTGOMERY SECURITIES
------------------------

The date of this Prospectus is September , 1996.

<PAGE> 88

[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject to the terms and conditions set forth in the international purchase
agreement (the "International Purchase Agreement") among the Company, SMS, the
Partnership, the Selling Stockholders and each of the underwriters named below
(the "International Managers"), and concurrently with the sale of 6,240,000
shares of Common Stock to the U.S. Underwriters (as defined below), the Company
and the Selling Stockholder have agreed to sell to the International Managers,
and each of the International Managers severally has agreed to purchase from the
Company and the Selling Stockholder, the number of shares of Common Stock set
forth opposite its name below at the initial public offering price less the
underwriting discount set forth on the cover page of this Prospectus.

<TABLE>
<CAPTION>
INTERNATIONAL MANAGER NUMBER OF SHARES
--------------------- ----------------
<S> <C>
Merrill Lynch International..........................................
Donaldson, Lufkin & Jenrette Securities Corporation..................
Allen & Company Incorporated.........................................
Montgomery Securities................................................

----------
Total................................................... 1,560,000
==========
</TABLE>

Merrill Lynch International, Donaldson, Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities are acting
as representatives (the "International Representatives") of the International
Managers.

The Company, SMS, the Partnership and the Selling Stockholders have also
entered into the U.S. purchase agreement (the "U.S. Purchase Agreement") with
certain underwriters in the United States and Canada (the "U.S. Underwriters"
and, together with the International Managers, the "Underwriters") for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Donaldson,
Lufkin Jenrette Securities Corporation, Allen & Company Incorporated and
Montgomery Securities are acting as representatives (the "U.S. Representatives"
and, together with the International Representatives, the "Representatives").
Subject to the terms and conditions set forth in the U.S. Purchase Agreement,
and concurrently with the sale of 1,560,000 shares of Common Stock to the
International Managers pursuant to the International Purchase Agreement, the
Company and the Selling Stockholder have agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters severally have agreed to purchase from
the Company and the Selling Stockholder, an aggregate of 6,240,000 shares of
Common Stock. The initial public offering price per share and the total
underwriting discount per share of Common Stock are identical under the
International Purchase Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement,
the several International Managers and the several U.S. Underwriters,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Common Stock being sold pursuant to
each such agreement if any of the shares of Common Stock being sold pursuant to
each such agreement are purchased. Under certain circumstances, the commitments
of nondefaulting International Managers or U.S. Underwriters, as the case may
be, may be increased. The closings with respect to the sale of shares of Common
Stock to be purchased by the International Managers and the U.S. Underwriters
are conditioned upon one another.

The International Managers and the U.S. Underwriters have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for the
coordination of their activities. Pursuant to the Intersyndicate Agreement, the
International Managers and the U.S. Underwriters are permitted to sell shares of
Common Stock to each other for purposes of resale at the initial public offering
price, less an amount not greater than the selling concession. Under the terms
of the Intersyndicate Agreement, the International

62
<PAGE> 89

[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

Managers and any dealer to whom they sell shares of Common Stock will not offer
to sell or sell shares of Common Stock to persons who are United States or
Canadian persons or to persons they believe intend to resell to persons who are
United States or Canadian persons, and the U.S. Underwriters and any dealer to
whom they sell shares of Common Stock will not offer to sell or sell shares of
Common Stock to persons who are non-United States or non-Canadian persons or to
persons they believe intend to resell to persons who are non-United States or
non-Canadian persons, except in each case for transactions pursuant to the
Intersyndicate Agreement.

The International Representatives have advised the Company and the Selling
Stockholder that the International Managers propose initially to offer the
shares of Common Stock offered hereby to the public at the initial public
offering price set forth on the cover page of this Prospectus, and to certain
dealers at such price less a concession not in excess of $ per share of
Common Stock. The International Managers may allow, and such dealers may
reallow, a discount not in excess of $ per share of Common Stock on sales
to certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Over-Allotment Selling Stockholders have granted an option to the
International Managers, exercisable during the 30-day period after the date of
this Prospectus, to purchase up to an aggregate of 234,000 additional shares of
Common Stock at the initial public offering price set forth on the cover page of
this Prospectus, less the underwriting discount. The International Managers may
exercise this option only to cover aver-allotments, if any, made on the sale of
the Common Stock offered hereby. To the extent that the International Managers
exercise this option, each International Manager will be obligated, subject to
certain conditions, to purchase a number of additional shares of Common Stock
proportionate to such International Manager's initial amount reflected in the
foregoing table. The Over-Allotment Selling Stockholders also have granted an
option to the U.S. Underwriters, exercisable during the 30-day period after the
date of this Prospectus, to purchase up to an aggregate of 936,000 additional
shares of Common Stock to cover over-allotments, if any, on terms similar to
those granted to the International Managers.

At the request of the Company, the U.S. Underwriters have reserved up to
468,000 shares of Common Stock for sale at the initial public offering price to
certain employees of the Company and other persons. The number of shares of
Common Stock available for sale to the general public will be reduced to the
extent such persons purchase such reserved shares. Any reserved shares which are
not so purchased will be offered by the U.S. Underwriters to the general public
on the same basis as the other shares offered hereby. Certain individuals
purchasing reserved shares may be required to agree not to sell, offer or
otherwise dispose of any shares of Common Stock for a period of three months
after the date of this Prospectus.

The Company, the Selling Stockholders and the Company's other existing
stockholders have agreed, subject to exceptions for certain pledges and, in the
case of the Company, the grant of employee stock options, not to, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or otherwise
dispose of, any capital stock of the Company, or any security convertible or
exchangeable into, or exercisable for, such capital stock, or in the case of the
Company, file any registration statement with respect to the foregoing (other
than a registration statement on Form S-8 to register shares issuable upon
exercise of employee stock options or a registration statement on Form S-4 to
register shares issuable in connection with an acquisition), for a period of 180
days after the date of this Prospectus, without the prior written consent of
Merrill Lynch. See "Shares Eligible for Future Sale."

63
<PAGE> 90

[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

Each International Manager has agreed that (i) it has not offered or sold
and, for a period of six months following consummation of the Offerings, will
not offer or sell any shares of Common Stock to persons in the United Kingdom,
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which do not constitute an offer
to the public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Common Stock in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issuance of Common Stock to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisement)(Exemptions) Order 1995, as amended, or is a person to whom such
document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of Common
Stock, or the possession, circulation or distribution of this Prospectus or any
other material relating to the Company, the Selling Stockholders or shares of
Common Stock in any jurisdiction where action for that purpose is required.
Accordingly, the shares of Common Stock may not be offered or sold, directly or
indirectly, and neither this Prospectus nor any other offering material or
advertisements in connection with the shares of Common Stock may be distributed
or published, in or from any country or jurisdiction except in compliance with
any applicable rules and regulations of any such country or jurisdiction.

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

The Company, SMS, the Partnership and the Selling Stockholders have agreed
to indemnify the International Managers and the U.S. Underwriters against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments made in respect thereof.

Allen & Company Incorporated, together with certain officers and related
persons thereof, owns 2.37% of the shares of Common Stock prior to the
Offerings. See "The Company," "Principal and Selling Stockholders" and "Certain
Transactions." In addition, a portion of the proceeds of the Offerings is
expected to be used to repay the amounts owed under the Debentures to such
investors. See "Use of Proceeds."

Merrill Lynch has provided certain financial advisory services to the
Company for which it will receive customary fees.

64
<PAGE> 91

[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

LEGAL MATTERS

EXPERTS

ADDITIONAL INFORMATION

65
<PAGE> 92

[This page intentionally left blank]
<PAGE> 93

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF THE COMMON STOCK OFFERED
HEREBY IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL
SERVICES ACT 1986 AND THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995 WITH
RESPECT TO ANYTHING DONE BY ANY PERSONS IN RELATION TO THE COMMON STOCK IN, FROM
OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH. SEE
"UNDERWRITING."

IN THE PROSPECTUS, REFERENCES TO "DOLLARS" AND "$" ARE TO UNITED STATES
DOLLARS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary................... 3
Risk Factors......................... 11
The Company.......................... 18
Use of Proceeds...................... 20
Dividend Policy...................... 20
Capitalization....................... 21
Dilution............................. 22
Selected Financial and Operating 23
Data...............................
Management's Discussion and Analysis 25
of Financial Condition and Results
of Operations......................
Business............................. 33
Management........................... 47
Certain Transactions................. 53
Principal and Selling Stockholders... 54
Description of Capital Stock......... 56
Shares Eligible for Future Sale...... 58
Certain United States Federal Tax 60
Consequences to Non-United States
Holders............................
Underwriting......................... 62
Legal Matters........................ 64
Experts.............................. 64
Additional Information............... 65
Index to Financial Statements........ F-1
</TABLE>

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

7,800,000 SHARES
[SNYDER COMMUNICATIONS, INC. LOGO]
COMMON STOCK
---------------------
PROSPECTUS
---------------------
MERRILL LYNCH INTERNATIONAL

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ALLEN & COMPANY
INCORPORATED
MONTGOMERY SECURITIES

SEPTEMBER , 1996

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 94

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the Common Stock registered
hereby, all of which expenses, except for the Commission registration fee and
the New York Stock Exchange listing fee, are estimates:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
---------------------------------------------------------------- ----------
<S> <C>
SEC Registration Fee............................................ $ 76,138
New York Stock Exchange Listing Fee............................. 203,600
NASD filing fee................................................. 22,580
Transfer Agent's and Registrar's Fee............................ 3,500
Printing and Engraving Fees..................................... 250,000
Legal Fees and Expenses (other than Blue Sky)................... 400,000
Accounting Fees and Expenses.................................... 850,000
Blue Sky Fees and Expenses (including fees of counsel).......... 25,000
Miscellaneous................................................... 169,182
----------
TOTAL................................................. $2,000,000
=========
</TABLE>

- ---------------
* To be furnished by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware General Corporation Law (the "Delaware Law") provides that a
corporation may limit the liability of each director to the corporation or its
stockholders for monetary damages except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases; and (iv) for any transaction from which the
director derives an improper personal benefit. The Certificate of Incorporation
and Bylaws provide for the elimination and limitation of the personal liability
of directors of the Company for monetary damages to the fullest extent permitted
by the Delaware Law. In addition, the Certificate of Incorporation and Bylaws
provide that if the Delaware Law is amended to authorize the further elimination
or limitation of the liability of a director, then the liability of the
directors shall be eliminated or limited to the fullest extent permitted by the
Delaware Law, as so amended. The effect of this provision is to eliminate the
right of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in the situations
described in clauses (i) through (iv) above. The provision does not limit or
eliminate the rights of the Company or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. In addition, the Bylaws provide that the Company shall,
to the full extent permitted by the Delaware Law, as amended from time to time,
indemnify and advance expenses to each of its currently acting and former
directors, officers, employees and agents.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the Reorganization of the Company, Daniel M. Snyder,
Mortimer B. Zuckerman, Fred Drasner, Michele D. Snyder, Gerald S. Snyder,
Anthony O. Roberts and certain other stockholders will receive shares of the
Company in exchange for and in proportion to their interests in the Partnership.
These issuances of Common Stock are claimed to be exempt from the registration
provisions of the Securities Act of 1933 pursuant to Section 4(2) of the Act.

II-1
<PAGE> 95

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<C> <S>
1.1 Form of U.S. Purchase Agreement
1.2 Form of International Purchase Agreement
3.1** Certificate of Incorporation of the Registrant
3.2** Bylaws of the Registrant
4.1** Instruments defining the rights of securityholders: Reference is made to
exhibits 3.1 and 3.2
4.2 Specimen common stock certificate
4.3 Exchange Agreement by and among the Registrant, Snyder Marketing Services,
Inc., each of the stockholders of Snyder Marketing Services, Inc. and each
of the limited partners of Snyder Communications, L.P., dated September 4,
1996
5 Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the
Common Stock being registered
10.1** 1996 Stock Incentive Plan of Snyder Communications, Inc.
10.2+ Professional Services Agreement, dated February 1996, as amended, between
the Company and AT&T Communications Inc.
10.3+ Authorized Sales Agent Agreement, dated February 16, 1996, as amended,
between the Company and MCI Telecommunications Corporation
10.4** Services Agreement between the Company and U.S. News & World Report, L.P.
10.5 Registration Rights Agreement among the Company and Daniel M. Snyder,
Michele D. Snyder, USN College Marketing, L.P. and each of the 1995
Investors (as defined therein) dated September 4, 1996
10.6** Lease Agreement, Democracy Center, Bethesda, Maryland, dated July 30, 1992,
as amended, between the Company and Democracy Associates Limited
Partnership
10.7** Employment Agreement between the Company and Daniel M. Snyder
10.8** Employment Agreement between the Company and Michele D. Snyder
10.9** Employment Agreement between the Company and Stephen T. Baldacci
10.10** Employment Agreement between the Company and Susan L. Marentis
10.11** Employment Agreement between the Company and Alfred G. Wise
21** Subsidiaries of the Registrant
23.1 Consent of Shaw, Pittman, Potts & Trowbridge (included as part of Exhibit
5)
23.2 Consent of Arthur Andersen LLP
24** Power of Attorney (included on signature page to the Registration
Statement)
27** Financial Data Schedule
</TABLE>

- ---------------
* To be filed by amendment.

** Previously filed.

+ Confidential treatment requested.

(b) Financial Statement Schedules

Schedule II -- Allowance For Doubtful Accounts

Schedules other than those listed above have been omitted since they are
not required or are not applicable or the required information is in the
financial statements or related notes.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,

II-2
<PAGE> 96

the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 97

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on September 23, 1996.

SNYDER COMMUNICATIONS, INC.
(Registrant)

By: /s/ DANIEL M. SNYDER
------------------------------------
DANIEL M. SNYDER
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
<C> <S> <C>
/s/ DANIEL M. SNYDER Chairman of the Board of September 23, 1996
- ------------------------------------------ Directors, President and
DANIEL M. SNYDER Chief Executive Officer
(Principal Executive
Officer)
/s/ MICHELE D. SNYDER Vice Chairman, Chief Operating September 23, 1996
- ------------------------------------------ Officer and Director
MICHELE D. SNYDER
/s/ BRIAN BENHAIM Senior Vice President of September 23, 1996
- ------------------------------------------ Corporate Development and
BRIAN BENHAIM Director (Principal
Financial Officer)
/s/ DAVID B. PAUKEN Chief Accounting Officer September 23, 1996
- ------------------------------------------ (Principal Accounting
DAVID B. PAUKEN Officer)
</TABLE>

II-4
<PAGE> 98

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications

We have audited in accordance with generally accepted auditing standards, the
combined financial statements of Snyder Communications (as defined in Note 1 of
the combined financial statements) included in this registration statement, and
have issued our report thereon dated July 1, 1996. Our audit was made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. Schedule II -- Allowance for Doubtful Accounts is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Washington, DC
July 1, 1996

S-1
<PAGE> 99

SNYDER COMMUNICATIONS
(SEE NOTE 1)

SCHEDULE II
ALLOWANCE FOR DOUBTFUL ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

<TABLE>
<CAPTION>
DEDUCTIONS
ADDITIONS FROM RESERVE
BALANCE AT CHARGED TO FOR PURPOSES FOR
BEGINNING OF COST AND WHICH RESERVE BALANCE AT
YEAR EXPENSE WAS CREATED END OF YEAR
------------ ---------- ---------------- -----------
<S> <C> <C> <C> <C>
1993.......................................... $ -- $ -- $ -- $ --
1994.......................................... -- 57,400 7,400 50,000
1995.......................................... 50,000 105,777 55,777 100,000
</TABLE>

S-2
<PAGE> 100

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------- ------------------------------------------------------------------------- ----------
<C> <S> <C>
1.1 Form of U.S. Purchase Agreement
1.2 Form of International Purchase Agreement
3.1** Certificate of Incorporation of the Registrant
3.2** Bylaws of the Registrant
4.1** Instruments defining the rights of securityholders: Reference is made to
exhibits 3.1 and 3.2
4.2 Specimen common stock certificate
4.3 Exchange Agreement by and among the Registrant, Snyder Marketing
Services, Inc., each of the stockholders of Snyder Marketing Services,
Inc. and each of the limited partners of Snyder Communications, L.P.,
dated September 4, 1996
5 Opinion of Shaw, Pittman, Potts & Trowbridge as to the legality of the
Common Stock being registered
10.1** 1996 Stock Incentive Plan of Snyder Communications, Inc.
10.2+ Professional Services Agreement, dated February 1996, as amended, between
the Company and AT&T Communications Inc.
10.3+ Authorized Sales Agent Agreement, dated February 16, 1996, as amended,
between the Company and MCI Telecommunications Corporation
10.4** Services Agreement between the Company and U.S. News & World Report, L.P.
10.5 Registration Rights Agreement among the Company and Daniel M. Snyder,
Michele D. Snyder, USN College Marketing, L.P. and each of the 1995
Investors (as defined therein) dated September 4, 1996
10.6** Lease Agreement, Democracy Center, Bethesda, Maryland, dated July 30,
1992, as amended, between the Company and Democracy Associates Limited
Partnership
10.7** Employment Agreement between the Company and Daniel M. Snyder
10.8** Employment Agreement between the Company and Michele D. Snyder
10.9** Employment Agreement between the Company and Stephen T. Baldacci
10.10** Employment Agreement between the Company and Susan L. Marentis
10.11** Employment Agreement between the Company and Alfred G. Wise
21** Subsidiaries of the Registrant
23.1 Consent of Shaw, Pittman, Potts & Trowbridge (included as part of Exhibit
5)
23.2 Consent of Arthur Andersen LLP
24** Power of Attorney (included on signature page to the Registration
Statement)
27** Financial Data Schedule
</TABLE>

- ---------------
* To be filed by amendment.

** Previously filed.

+ Confidential treatment requested.

<PAGE> 1
EXHIBIT 1.1

=============================================================================

SNYDER COMMUNICATIONS, INC.
(a Delaware corporation)

6,240,000 Shares of Common Stock

U.S. PURCHASE AGREEMENT

Dated: September ___, 1996

=============================================================================

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
U.S. PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Representations and Warranties by the Company and the Subsidiaries . . . . . . . . . . . . . 4
(i) Compliance with Registration Requirements . . . . . . . . . . . . . . . . . . . . . 4
(ii) Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(iii) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(iv) No Material Adverse Change in Business . . . . . . . . . . . . . . . . . . . . . . 6
(v) Good Standing of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(vi) Good Standing of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(vii) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(viii) Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(ix) Authorization and Description of Securities . . . . . . . . . . . . . . . . . . . . 8
(x) Reorganization and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xi) Absence of Defaults and Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xii) Absence of Labor Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xiii) Absence of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xiv) Accuracy of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xv) Possession of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . 9
(xvi) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xvii) Possession of Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xviii) Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xix) Compliance with Cuba Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xx) Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxi) Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxii) Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiii) Certain Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiv) Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxv) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxvi) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Representations, Warranties and Covenants by the Selling Shareholders . . . . . . . . . . . 13
(i) Authorization of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(ii) Good and Marketable Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(iii) Due Execution of Power of Attorney and Custody Agreement . . . . . . . . . . . . . 14
(iv) Absence of Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(v) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(vi) Restriction on Sale of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 15
(vii) Certificates Suitable for Transfer . . . . . . . . . . . . . . . . . . . . . . . . 15
(viii) No Association with NASD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(c) Additional Representations and Warranties by the Executive Selling Shareholders . . . . . . 16
(d) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2. Sale and Delivery to U.S. Underwriters; Closing. . . . . . . . . . . . . . . . . . . . . . . 16
(a) Initial Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(b) Option Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
(c) Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(d) Denominations; Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Appointment of Qualified Independent Underwriter. . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3. Covenants of the Company and the Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Compliance with Securities Regulations and Commission Requests . . . . . . . . . . . . . . . 19
(b) Filing of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) Delivery of Registration Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(d) Delivery of Prospectuses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(e) Continued Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Blue Sky Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(g) Rule 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(j) Restriction on Sale of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(k) Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(l) Compliance with NASD Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(m) Compliance with Rule 463 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(b) Expenses of the Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(c) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Allocation of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5. Conditions of U.S. Underwriters' Obligations . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Effectiveness of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Opinion of Counsel for Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Opinion of Counsel for the Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 24
(d) Opinion of Counsel for U.S. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(e) Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(f) Certificate of Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(g) Accountant's Comfort Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(h) Bring-down Comfort Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(i) Approval of Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(j) No Objection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(k) Lock-up Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(l) Reorganization and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(m) Form W-9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(n) Purchase of Initial International Securities . . . . . . . . . . . . . . . . . . . . . . . . 27
(o) Conditions to Purchase of U.S. Option Securities . . . . . . . . . . . . . . . . . . . . . . 27
(p) Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(q) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(a) Indemnification of U.S. Underwriters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(b) Indemnification of U.S. Underwriters by the Non-Executive Selling Shareholders . . . . . . . 32
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
(c) Indemnification of Company, Directors and Officers and Selling Shareholders . . . . . . . 32
(d) Actions against Parties; Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(e) Settlement without Consent if Failure to Reimburse . . . . . . . . . . . . . . . . . . . . . 34
(f) Other Agreements with Respect to Indemnification . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8. Representations, Warranties and Agreements to Survive
Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(a) Termination; General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(b) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 10. Default by One or More of the U.S. Underwriters . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 11. Default by One or More of the Selling Shareholders or the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 12. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 13. Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 14. GOVERNING LAW AND TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 15. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SCHEDULES
Schedule A - List of U.S. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch A-1
Schedule B - List of Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch B-1
Schedule C - Pricing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch C-1
Schedule D - List of Persons Subject to Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . Sch D-1

EXHIBITS
Exhibit A - Form of Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Form of Opinion of Selling Shareholders' Counsel . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C- Form of Lock-up Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Form of Pledgee Lock-up Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

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<PAGE> 5

SNYDER COMMUNICATIONS, INC.

(a Delaware corporation)

6,240,000 Shares of Common Stock

(Par Value $.001 Per Share)

U.S. PURCHASE AGREEMENT

September ___, 1996

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

Snyder Communications, Inc., a Delaware corporation (the "Company"),
Snyder Marketing Services, Inc., a Delaware corporation ("SMS"), Snyder
Communications, L.P., a Delaware limited partnership (the "Partnership" and,
together with SMS, the "Subsidiaries"), and the persons listed in Schedule B
hereto (collectively, the "Selling Shareholders") confirm their respective
agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and each of the other U.S. Underwriters named in
Schedule A hereto (collectively, the "U.S. Underwriters", which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch, Donaldson, Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities are acting
as representatives (in such capacity, the "U.S. Representatives"), with respect
to (i) the sale by the Company and Gerald S. Snyder (the "Initial Selling
Shareholder"), acting severally and
<PAGE> 6
not jointly, and the purchase by the U.S. Underwriters, acting severally and
not jointly, of the respective numbers of shares of Common Stock, par value
$.001 per share, of the Company ("Common Stock") set forth in Schedules A and B
hereto and (ii) the grant by the Selling Shareholders other than the Initial
Selling Shareholder (collectively, the "Option Selling Shareholders") to the
U.S. Underwriters, acting severally and not jointly, of the option described in
Section 2(b) hereof to purchase all or any part of 936,000 additional shares of
Common Stock to cover over-allotments, if any. The aforesaid 6,240,000 shares
of Common Stock (the "Initial U.S. Securities") to be purchased by the U.S.
Underwriters and all or any part of the 936,000 shares of Common Stock subject
to the option described in Section 2(b) hereof (the "U.S. Option Securities")
are hereinafter called, collectively, the "U.S. Securities".

It is understood that the Company, the Subsidiaries and the Selling
Shareholders are concurrently entering into an agreement dated the date hereof
(the "International Purchase Agreement") providing for the offering by the
Company and the Initial Selling Shareholder, acting severally and not jointly,
of an aggregate of 1,560,000 shares of Common Stock (the "Initial International
Securities") through arrangements with certain underwriters outside the United
States and Canada (the "International Managers") for which Merrill Lynch
International, Donaldson, Lufkin & Jenrette Securities Corporation, Allen &
Company Incorporated and Montgomery Securities are acting as lead managers (the
"Lead Managers") and the grant by the Option Selling Shareholders to the
International Managers, acting severally and not jointly, of an option to
purchase all or any part of the International Managers' pro rata portion of up
to 234,000 additional shares of Common Stock solely to cover over-allotments,
if any (the "International Option Securities" and, together with the U.S.
Option Securities, the "Option Securities"). The Initial International
Securities and the International Option Securities are hereinafter called the
"International Securities". It is understood that the Company is not obligated
to sell, and the U.S. Underwriters are not obligated to purchase, any Initial
U.S. Securities unless all of the Initial International Securities are
contemporaneously purchased by the International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters", the Initial U.S. Securities and the
Initial International Securities are hereinafter collectively called the
"Initial Securities", and the U.S. Securities and the International Securities
are hereinafter collectively called the "Securities".

Daniel M. Snyder and Michele D. Snyder, each an Option Selling
Shareholder, are hereinafter collectively called the "Executive Selling
Shareholders", the Initial Selling Shareholder and the Option Selling
Shareholders other than the Executive Selling Shareholders are hereinafter
collectively called the "Non-Executive Selling Shareholders" and the Executive
Selling Shareholders and USN College Marketing, L.P., an Option Selling
Shareholder, are hereinafter collectively called the "Pledgor Selling
Shareholders".

2
<PAGE> 7
The Underwriters will concurrently enter into an Intersyndicate
Agreement of even date herewith (the "Intersyndicate Agreement") providing for
the coordination of certain transactions among the Underwriters under the
direction of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (in such capacity, the "Global Coordinator").

The Company, the Subsidiaries and the Selling Shareholders understand
that the U.S. Underwriters propose to make a public offering of the U.S.
Securities as soon as the U.S. Representatives deem advisable after this
Agreement has been executed and delivered.

The Company, the Subsidiaries, the Selling Shareholders and the U.S.
Underwriters agree that up to 468,000 shares of the Initial U.S. Securities to
be purchased by the U.S. Underwriters (the "Reserved Securities") shall be
reserved for sale at the public offering price by the Underwriters to certain
eligible employees and other persons, as part of the distribution of the
Securities by the Underwriters, subject to the terms of this Agreement, the
applicable rules, regulations and interpretations of the National Association
of Securities Dealers, Inc. (the "NASD") and all other applicable laws, rules
and regulations. To the extent that such Reserved Securities are not orally
confirmed for purchase by such eligible employees and other persons by the end
of the first business day after the date of this Agreement, such Reserved
Securities may be offered to the public as part of the public offering
contemplated hereby.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-7495) covering the
registration of the Securities under the Securities Act of 1933, as amended
(the "1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will
either (i) prepare and file a prospectus in accordance with the provisions of
Rule 430A ("Rule 430A") of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely
upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term
sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule
424(b). Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the U.S. Securities (the "Form of
U.S. Prospectus") and one relating to the International Securities (the "Form
of International Prospectus"). The Form of International Prospectus is
identical to the Form of U.S. Prospectus, except for the front cover and back
cover pages and the information under the caption "Underwriting". The
information included in any such prospectus or in any such Term Sheet, as the
case may be, that was omitted from such registration statement at the time it
became effective but that is deemed to be part of such registration statement
at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is
referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule
434 is referred to as "Rule 434 Information." Each Form of U.S. Prospectus
and Form of International

3
<PAGE> 8
Prospectus used before such registration statement became effective, and any
prospectus that omitted, as applicable, the Rule 430A Information or the Rule
434 Information, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto and
schedules thereto at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and after such filing the term "Registration
Statement" shall include the Rule 462(b) Registration Statement. The final
Form of U.S. Prospectus and the final Form of International Prospectus in the
forms first furnished to the Underwriters for use in connection with the
offering of the Securities are herein called the "U.S. Prospectus" and the
"International Prospectus," respectively, and collectively, the "Prospectuses."
If Rule 434 is relied on, the terms "U.S. Prospectus" and "International
Prospectus" shall refer to the preliminary U.S. Prospectus dated September 4,
1996 and preliminary International Prospectus dated September 4, 1996,
respectively, each together with the applicable Term Sheet, and all references
in this Agreement to the date of such Prospectuses shall mean the date of the
applicable Term Sheet. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, the U.S. Prospectus, the
International Prospectus or any Term Sheet or any amendment or supplement to
any of the foregoing shall be deemed to include the copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").

Capitalized terms used herein without definition have the respective
meanings specified therefor in the Prospectuses.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company and the
Subsidiaries. Each of the Company and the Subsidiaries, jointly and severally,
represents and warrants to each U.S. Underwriter as of the date hereof, as of
the Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b), hereof and agrees with each U.S.
Underwriter, as follows:

(i) Compliance with Registration Requirements. Each of the
Registration Statement and any Rule 462(b) Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b)
Registration Statement has been issued under the 1933 Act and no
proceedings for that purpose have been instituted or are pending or,
to the knowledge of the Company or any Subsidiary, are contemplated by
the Commission, and any request on the part of the Commission for
additional information has been complied with.

4
<PAGE> 9
At the respective times the Registration Statement, any Rule
462(b) Registration Statement and any post-effective amendments
thereto became effective and at the Closing Time (and, if any U.S.
Option Securities are purchased, at the Date of Delivery), the
Registration Statement, the Rule 462(b) Registration Statement and any
amendments and supplements thereto complied and will comply in all
material respects with the requirements of the 1933 Act and the 1933
Act Regulations and did not and will not contain an untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading. Neither of the Prospectuses nor any amendments or
supplements thereto, at the time the Prospectuses or any amendments or
supplements thereto were issued and at the Closing Time (and, if any
U.S. Option Securities are purchased, at the Date of Delivery),
included or will include an untrue statement of a material fact or
omitted or will omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading. If Rule 434 is used, the
Company will comply with the requirements of Rule 434 and the
Prospectuses shall not be "materially different", as such term is used
in Rule 434, from the prospectuses included in the Registration
Statement at the time it became effective. The representations and
warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or the U.S. Prospectus made
in reliance upon and in conformity with information furnished to the
Company in writing by any U.S. Underwriter through the U.S.
Representatives expressly for use in the Registration Statement or the
U.S. Prospectus.

Each preliminary prospectus and the prospectuses filed as part
of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
complied when so filed in all material respects with the 1933 Act
Regulations and each preliminary prospectus and the Prospectuses
delivered to the Underwriters for use in connection with this offering
was identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.

(ii) Independent Accountants. The accountants who certified
the financial statements and supporting schedules included in the
Registration Statement are independent public accountants as required
by the 1933 Act and the 1933 Act Regulations.

(iii) Financial Statements. The financial statements
included in the Registration Statement and the Prospectuses, together
with the related schedules and notes, present fairly the financial
position of the Company and its consolidated subsidiaries at the dates
indicated and the statement of operations, stockholders' equity and
cash flows of the Company and its consolidated

5
<PAGE> 10
subsidiaries for the periods specified; said financial statements have
been prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis throughout the
periods involved. The supporting schedules included in the
Registration Statement present fairly in accordance with GAAP the
information required to be stated therein. The selected financial
data and the summary financial information included in the
Prospectuses present fairly the information shown therein and have
been compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement. The financial
statements have been prepared in accordance with the Commission's
rules and guidelines with respect to combined financial statements and
have been properly compiled on the bases described therein. The pro
forma financial statements and the related notes thereto and the other
pro forma financial information included in the Registration Statement
and the Prospectuses present fairly the information shown therein,
have been prepared in accordance with the Commission's rules and
guidelines with respect to pro forma financial statements and have
been properly compiled on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein.

(iv) No Material Adverse Change in Business. Since June 30,
1996 or such later dates as of which information is given in the
Registration Statement and the Prospectuses, except as otherwise
stated therein, (A) there has been no material adverse change in the
condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business (a "Material Adverse Effect"), (B) there have been
no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its subsidiaries
considered as one enterprise, and (C) there has been no dividend or
distribution of any kind declared, paid or made by the Company or any
Subsidiary on any class of its capital stock or any partnership
interest, as the case may be.

(v) Good Standing of the Company. The Company has been duly
organized and is validly existing as a corporation in good standing
under the laws of the State of Delaware and has corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses and to enter into and
perform its obligations under this Agreement; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure so to qualify or to
be in good standing would not result in a Material Adverse Effect.

6
<PAGE> 11
(vi) Good Standing of Subsidiaries. Each of the Subsidiaries
has been duly organized and is validly existing as a corporation or
partnership, as the case may be, in good standing under the laws of
the State of Delaware, has corporate or partnership, as the case may
be, power and authority to own, lease and operate its properties and
to conduct its business as described in the Prospectuses and is duly
qualified as a foreign corporation or partnership, as the case may be,
to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not
result in a Material Adverse Effect; all of the issued and outstanding
capital stock of SMS has been duly authorized and validly issued, is
fully paid and non-assessable and is owned by the Company directly,
and all of the partnership interests of the Partnership have been duly
authorized and validly issued and are owned by the Company, directly
or indirectly, in each case free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; none of the
outstanding shares of capital stock of SMS or partnership interests of
the Partnership was issued in violation of the preemptive or similar
rights of any securityholder of such Subsidiary. The only
subsidiaries of the Company are SMS and the Partnership.

(vii) Capitalization. The authorized, issued and outstanding
capital stock of the Company after giving effect to the Reorganization
and the Distribution is as set forth in the Prospectuses in the column
entitled "Pro Forma" under the caption "Capitalization" (except for
subsequent issuances, if any, pursuant to this Agreement, pursuant to
reservations, agreements or employee benefit plans referred to in the
Prospectuses or pursuant to the exercise of convertible securities or
options referred to in the Prospectuses). The shares of issued and
outstanding capital stock of the Company, including the Securities to
be purchased by the Underwriters from the Selling Shareholders, have
been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the
Company, including the Securities to be purchased by the Underwriters
from the Selling Shareholders, was issued in violation of the
preemptive or other similar rights of any securityholder of the
Company.

(viii) Authorization. This Agreement and the International
Purchase Agreement have been duly authorized, executed and delivered
by the Company and each Subsidiary. The performance of this Agreement
and the International Purchase Agreement and the consummation of the
transactions contemplated in this Agreement, the International
Purchase Agreement and the Registration Statement (including the
issuance and sale of the Securities and the use of the proceeds from
the sale of the Securities as described in the Prospectuses under the
caption "Use Of Proceeds" and the consummation of the Reorganization
and the Distribution) and compliance by the Company and each
Subsidiary with its

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<PAGE> 12
obligations under this Agreement and the International Purchase
Agreement have been duly authorized by the Company and each
Subsidiary, respectively.

(ix) Authorization and Description of Securities. The
Securities to be purchased by the U.S. Underwriters and the
International Managers from the Company have been duly authorized for
issuance and sale to the U.S. Underwriters pursuant to this Agreement
and the International Managers pursuant to the International Purchase
Agreement, respectively, and, when issued and delivered by the Company
pursuant to this Agreement and the International Purchase Agreement,
respectively, against payment of the consideration set forth herein
and the International Purchase Agreement, respectively, will be
validly issued, fully paid and non-assessable; the Common Stock
conforms to all statements relating thereto contained in the
Prospectuses and such description conforms to the rights set forth in
the instruments defining the same; no holder of the Securities will be
subject to personal liability by reason of being such a holder; and
the issuance of the Securities is not subject to the preemptive or
other similar rights of any securityholder of the Company.

(x) Reorganization and Distribution. The Reorganization
and the Distribution have occurred.

(xi) Absence of Defaults and Conflicts. Neither the Company
nor any Subsidiary is in violation of its charter or by-laws or
partnership agreement, as the case may be, or in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any Subsidiary is a party or by
which any of them may be bound, or to which any of the property or
assets of the Company or any Subsidiary is subject (collectively,
"Agreements and Instruments") except for such defaults that would not
result in a Material Adverse Effect; and the execution, delivery and
performance of this Agreement and the International Purchase Agreement
and the consummation of the transactions contemplated in this
Agreement, the International Purchase Agreement and in the
Registration Statement (including the Reorganization and the
Distribution, the issuance and sale of the Securities and the use of
the proceeds from the sale of the Securities as described in the
Prospectuses under the caption "Use of Proceeds") and compliance by
the Company and each Subsidiary with its obligations under this
Agreement and the International Purchase Agreement have been duly
authorized by all necessary corporate or partnership, as the case may
be, action and do not and will not, whether with or without the giving
of notice or passage of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
Subsidiary pursuant to, the Agreements and Instruments (except for
such conflicts, breaches

8
<PAGE> 13
or defaults or liens, charges or encumbrances that would not result in
a Material Adverse Effect), nor will such action result in any
violation of the provisions of the charter or by-laws or partnership
agreement, as the case may be, of the Company or any Subsidiary or any
applicable law, statute, rule, regulation, judgment, order, writ or
decree of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any
Subsidiary or any of their assets, properties or operations. As used
herein, a "Repayment Event" means any event or condition which gives
the holder of any note, debenture or other evidence of indebtedness
(or any person acting on such holder's behalf) the right to require
the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any Subsidiary.

(xii) Absence of Labor Dispute. No labor dispute with the
employees of the Company or any Subsidiary exists or, to the knowledge
of the Company or any Subsidiary, is imminent, and neither the Company
nor any Subsidiary is aware of any existing or imminent labor
disturbance by the employees of any of its principal suppliers,
manufacturers, customers or contractors, which, in either case, might
reasonably be expected to result in a Material Adverse Effect.

(xiii) Absence of Proceedings. There is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company or any Subsidiary, threatened, against or
affecting the Company or any Subsidiary, which is required to be
disclosed in the Registration Statement (other than as disclosed
therein), or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or
the consummation of the transactions contemplated in this Agreement
and the International Purchase Agreement, the Reorganization, the
Distribution or the performance by the Company or any Subsidiary of
its obligations hereunder or thereunder; the aggregate of all pending
legal or governmental proceedings to which the Company or any
Subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the Registration
Statement, including ordinary routine litigation incidental to the
business, could not reasonably be expected to result in a Material
Adverse Effect.

(xiv) Accuracy of Exhibits. There are no contracts or
documents which are required to be described in the Registration
Statement or the Prospectuses or to be filed as exhibits thereto which
have not been so described and filed as required.

(xv) Possession of Intellectual Property. The Company and
the Subsidiaries own or possess, or can acquire on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights,
know-how (including trade

9
<PAGE> 14
secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service
marks, trade names or other intellectual property (collectively,
"Intellectual Property") necessary to carry on the business now
operated by them, and neither the Company nor any Subsidiary has
received any notice or is otherwise aware of any infringement of or
conflict with asserted rights of others with respect to any
Intellectual Property or of any facts or circumstances which would
render any Intellectual Property invalid or inadequate to protect the
interest of the Company or any Subsidiary therein, and which
infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, singly or in the
aggregate, would result in a Material Adverse Effect.

(xvi) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required by or on behalf of the Company or any
Subsidiary for the performance by the Company or any Subsidiary of its
obligations hereunder, in connection with the offering, issuance or
sale of the Securities under this Agreement and the International
Purchase Agreement or the consummation of the transactions
contemplated by this Agreement and the International Purchase
Agreement, the Reorganization or the Distribution except such as have
been already obtained or as may be required under the 1933 Act or the
1933 Act Regulations and foreign or state securities or blue sky laws.

(xvii) Possession of Licenses and Permits. The Company and
the Subsidiaries possess such permits, licenses, approvals, consents
and other authorizations (collectively, "Governmental Licenses")
issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by
them; the Company and the Subsidiaries are in compliance with the
terms and conditions of all such Governmental Licenses, except where
the failure so to comply would not, singly or in the aggregate, have a
Material Adverse Effect; all of the Governmental Licenses are valid
and in full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to
be in full force and effect would not have a Material Adverse Effect;
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would result in
a Material Adverse Effect.

(xviii) Title to Property. The Company and the Subsidiaries
have good and marketable title to all real property owned by the
Company and the Subsidiaries and good title to all other properties
owned by them, in each case, free and clear of all mortgages, pledges,
liens, security interests, claims,

10
<PAGE> 15
restrictions or encumbrances of any kind except such as (a) are
described in the Prospectuses, including those disclosed in the
financial statements and the related notes included therein, or (b)
do not, singly or in the aggregate, materially affect the value of
such property and do not interfere with the use made and proposed to
be made of such property by the Company or any Subsidiary; and all of
the leases and subleases material to the business of the Company and
its subsidiaries, considered as one enterprise, and under which the
Company or any Subsidiary holds properties described in the
Prospectuses, are in full force and effect, and neither the Company
nor any Subsidiary has any notice of any material claim of any sort
that has been asserted by anyone adverse to the rights of the Company
or any Subsidiary under any of the leases or subleases mentioned
above, or affecting or questioning the rights of the Company or any
Subsidiary to the continued possession of the leased or subleased
premises under any such lease or sublease.

(xix) Compliance with Cuba Act. Each of the Company and the
Subsidiaries has complied with, and is and will be in compliance with,
the provisions of that certain Florida act relating to disclosure of
doing business with Cuba, codified as Section 517.075 of the Florida
statutes, and the rules and regulations thereunder (collectively, the
"Cuba Act") or is exempt therefrom.

(xx) Investment Company Act. Neither the Company nor any
Subsidiary is, or upon the issuance and sale of the Securities as
herein contemplated and the application of the net proceeds therefrom
as described in the Prospectuses will be, an "investment company" or
an entity "controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940
Act").

(xxi) Environmental Laws. Except as described in the
Registration Statement and except as would not, singly or in the
aggregate, result in a Material Adverse Effect, (A) neither the
Company nor any Subsidiary is in violation of any federal, state,
local or foreign statute, law, rule, regulation, ordinance, code,
policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws
and regulations relating to the release or threatened release of
chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively,
"Hazardous Materials") or to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials (collectively, "Environmental Laws"), (B) the
Company and the Subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending
or threatened administrative, regulatory or

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<PAGE> 16
judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any
Subsidiary and (D) there are no events or circumstances that might
reasonably be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company or any
Subsidiary relating to Hazardous Materials or any Environmental Laws.

(xxii) Registration Rights. Except as described in the
Registration Statement and the Prospectuses, there are no persons with
registration rights or other similar rights to have any securities
registered pursuant to the Registration Statement or otherwise
registered by the Company under the 1933 Act.

(xxiii) Certain Contracts. The Partnership's contract with
AT&T Communications, Inc. ("AT&T") dated as of February 1994, as
amended by amendments thereto dated as of September 27, 1994 (as
revised October 20, 1994), December 20, 1994, October 18, 1995 and
December 22, 1995, respectively, and each such amendment have been
duly executed and delivered by each of the Partnership and, to the
knowledge of the Company and the Subsidiaries, by AT&T and are in full
force and effect. The Partnership's contract with MCI
Telecommunications Corporation ("MCI") dated February 16, 1996, as
amended by Amendment Number One dated September 20, 1996, and such
amendment have been duly executed and delivered by each of the
Partnership and, to the knowledge of the Company and the Subsidiaries,
by MCI and is in full force and effect. There does not exist any
default, event or condition that, after notice or lapse of time or
both, could give rise under either such contract to any claim by any
person against the Company or any Subsidiary or would constitute a
default thereunder on the part of the Company or any Subsidiary or any
other party thereto.

(xxiv) Compliance with Laws. Each of the Company and the
Subsidiaries is in compliance with all applicable laws, statutes,
ordinances, rules or regulations of any applicable jurisdiction, the
enforcement of which, singly or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

(xxv) Taxes. Each of the Company and the Subsidiaries has
filed all material federal, state, local and foreign income and
franchise tax returns required to be filed by it and has paid all
taxes shown as due thereon, other than taxes which are being contested
in good faith or state withholding taxes and for both of which
adequate reserves have been established in accordance with GAAP; and
neither the Company nor any Subsidiary has knowledge of any tax
deficiency which has been or might be asserted or threatened against
the Company or any Subsidiary other than those for which adequate
reserves have been established in

12
<PAGE> 17
accordance with GAAP. Adequate charges, accruals and reserves have
been provided for in the financial statements referred to in Section
1(a)(iii) hereof in respect of all material federal, state, local and
foreign taxes for all periods as to which the tax liability of the
Company or any Subsidiary has not been finally determined or remains
open to examination by applicable taxing authorities. SMS elected to
be treated as an S corporation under Section 1362(a) of the Code (an
"S Corporation") effective January 1, 1996, and has been an S
Corporation at all times since such effective date through the date of
the effectiveness of the Reorganization. The Partnership has not at
any time been treated as an association taxable as a corporation for
federal, state, local and foreign tax purposes, and is and has been
since its inception treated as a partnership for such purposes. No
material taxes have been or will be imposed on the Company or any
Subsidiary in connection with the consummation of the transactions
contemplated in this Agreement and the International Purchase
Agreement, the Reorganization, the Distribution or the performance by
the Company or any Subsidiary of its obligations hereunder or
thereunder.

(xxvi) Insurance. Each of the Company and the Subsidiaries
carries or is entitled to the benefits of insurance in such amounts
and covering such risks as it reasonably believes are sufficient to
cover potential losses or damages, and all such insurance is in full
force and effect.

(b) Representations, Warranties and Covenants by the Selling
Shareholders. Each Selling Shareholder severally represents and warrants to
each U.S. Underwriter as of the date hereof, as of the Closing Time, and, if
the Selling Shareholder is selling U.S. Option Securities on a Date of
Delivery, as of each such Date of Delivery, and agrees with each U.S.
Underwriter, as follows:

(i) Authorization of Agreements. Each Selling
Shareholder has the full right, power and authority to enter into this
Agreement and a Power of Attorney and Custody Agreement (the "Power of
Attorney and Custody Agreement") and to sell, transfer and deliver the
Securities to be sold by such Selling Shareholder hereunder. The
execution and delivery of this Agreement, the International Purchase
Agreement and the Power of Attorney and Custody Agreement and the sale
and delivery of the Securities to be sold by such Selling Shareholder
and the consummation of the transactions contemplated herein and in
the International Purchase Agreement and in the Registration Statement
and compliance by such Selling Shareholder with its obligations
hereunder have been duly authorized by each Selling Shareholder that
is not an individual and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any tax, lien, charge or encumbrance upon the Securities
to be sold by such Selling Shareholder, nor will such action result in
any violation of the provisions of the charter or by-laws or other
organizational instrument of

13
<PAGE> 18
such Selling Shareholder, if applicable, or any applicable treaty,
law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over such Selling Shareholder or any of its
properties.

(ii) Good and Marketable Title. Such Selling Shareholder
has and will at the Closing Time and, if any U.S. Option Securities
are purchased, on the Date of Delivery have good and marketable title
to the Securities to be sold by such Selling Shareholder hereunder,
free and clear of any security interest, mortgage, pledge, lien,
charge, claim, equity or encumbrance of any kind, other than pursuant
to this Agreement; and upon delivery of such Securities and payment of
the purchase price therefor as herein contemplated, assuming each such
U.S. Underwriter has no notice of any adverse claim, each of the U.S.
Underwriters will receive good and marketable title to the Securities
purchased by it from such Selling Shareholder, free and clear of any
security interest, mortgage, pledge, lien, charge, claim, equity or
encumbrance of any kind.

(iii) Due Execution of Power of Attorney and Custody
Agreement. Such Selling Shareholder has duly executed and delivered,
in the forms heretofore furnished to the U.S. Representatives, (x) a
power of attorney with either Daniel M. Snyder or Paul A. Gould as
attorney-in-fact (each an "Attorney-in-Fact") and (y) the Custodian
Agreement for Selling Stockholders with American Stock Transfer and
Trust Company, as custodian (the "Custodian"), (collectively, the
"Power of Attorney and Custody Agreement"); the Custodian is
authorized to deliver the Securities to be sold by such Selling
Shareholder hereunder and to accept payment therefor; and each
Attorney-in-Fact is authorized to execute and deliver this Agreement
and the certificate referred to in Section 5(f) or that may be
required pursuant to Sections 5(p) and 5(q) on behalf of such Selling
Shareholder, to sell, assign and transfer to the U.S. Underwriters the
Securities to be sold by such Selling Shareholder hereunder, to
determine the purchase price to be paid by the U.S. Underwriters to
such Selling Shareholder, as provided in Section 2 hereof, to
authorize the delivery of the Securities to be sold by such Selling
Shareholder hereunder, to accept payment therefor, and otherwise to
act on behalf of such Selling Shareholder in connection with this
Agreement.

(iv) Absence of Manipulation. Such Selling Shareholder
has not taken, and will not take, directly or indirectly, any action
which is designed to or which has constituted or which might
reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company or any
Subsidiary to facilitate the sale or resale of the Securities.

(v) Absence of Further Requirements. No filing with, or
consent, approval, authorization, order, registration, qualification
or decree of, any court or governmental authority or agency, domestic
or foreign, is necessary or required

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<PAGE> 19
by such Selling Shareholder for the performance by such Selling
Shareholder of its obligations hereunder or in the Power of Attorney
and Custody Agreement, or in connection with the sale and delivery of
the Securities hereunder or the consummation of the transactions
contemplated by this Agreement and the International Purchase
Agreement, except such as may have previously been made or obtained or
as may be required under the 1933 Act or the 1933 Act Regulations or
state securities laws.

(vi) Restriction on Sale of Securities. During a period
of 180 days from the date of the Prospectuses, such Selling
Shareholder will not, without the prior written consent of the Global
Coordinator, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any share of Common
Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or file any registration statement under
the 1933 Act with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of
ownership of the Common Stock, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise; provided
that any Pledgor Selling Shareholder may, at any time after 30 days
from the date of the Closing Time, pledge as security for borrowed
money (x) up to 50%, in the case of any Executive Selling Shareholder,
and (y) all, in the case of USN College Marketing, L.P. or its
partners, of the shares of Common Stock then owned by such Pledgor
Selling Shareholder to any commercial banking institution that is a
member of the Federal Reserve System or any institutional lender that
makes loans secured by margin securities in the ordinary course of
business having combined capital and surplus in excess of $500,000,000
(a "Pledgee") as long as such Pledgee shall have agreed in writing to
be bound by the obligations and restrictions applicable to the Common
Stock under this Section 1(b)(vi) and the U.S. Representatives shall
have received an agreement substantially in the form of Exhibit D
hereto signed by such Pledgee. The foregoing sentence shall not apply
to the Securities to be sold hereunder.

(vii) Certificates Suitable for Transfer. Certificates for
all of the Securities to be sold by such Selling Shareholder pursuant
to this Agreement, in suitable form for transfer by delivery or
accompanied by duly executed instruments of transfer or assignment in
blank with signatures guaranteed, have been placed in custody with the
Custodian with irrevocable conditional instructions to deliver such
Securities to the U.S. Underwriters pursuant to this Agreement.

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<PAGE> 20
(viii) No Association with NASD. Except as described in the
Registration Statement and the Prospectuses, neither such Selling
Shareholder nor any of its affiliates directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under
common control with, or has any other association with (within the
meaning of Article I, Section 1(m) of the By-laws of the NASD), any
member firm of the NASD.

(c) Additional Representations and Warranties by the Executive
Selling Shareholders. Each Executive Selling Shareholder severally represents
and warrants to each U.S. Underwriter as of the date hereof, as of the Closing
Time, and, if the Selling Shareholder is selling U.S. Option Securities on a
Date of Delivery, as of each such Date of Delivery, and agrees with each U.S.
Underwriter, that, to the best knowledge of such Executive Selling Shareholder,
the representations and warranties of the Company and each Subsidiary contained
in Section 1(a) hereof are true and correct; such Executive Selling Shareholder
has reviewed and is familiar with the Registration Statement and the
Prospectuses and the Prospectuses do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and such Executive Selling Shareholder is not prompted to
sell the Securities to be sold by such Executive Selling Shareholder hereunder
by any information concerning any of the Company or any Subsidiary which is not
set forth in the Prospectuses. The representations and warranties in this
subsection shall not apply to statements in or omissions from the Registration
Statement or the U.S. Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by any U.S. Underwriter through
the U.S. Representatives expressly for use in the Registration Statement or the
U.S. Prospectus.

(d) Officer's Certificates. Any certificate signed by any officer
of the Company or any Subsidiary delivered to the Global Coordinator, the U.S.
Representatives or to counsel for the U.S. Underwriters shall be deemed a
representation and warranty by the Company or such Subsidiary, as the case may
be, to each U.S. Underwriter as to the matters covered thereby; and any
certificate signed by or on behalf of any Selling Shareholder as such and
delivered to the Global Coordinator, the U.S. Representatives or to counsel for
the U.S. Underwriters pursuant to the terms of this Agreement shall be deemed
a representation and warranty by such Selling Shareholder to the U.S.
Underwriters as to matters covered thereby.

SECTION 2. Sale and Delivery to U.S. Underwriters; Closing.

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<PAGE> 21
price per share set forth in Schedule C, that proportion of the number of
Initial U.S. Securities set forth in Schedule B opposite the name of the
Company or the Initial Selling Shareholder, as the case may be, which the
number of Initial U.S. Securities set forth in Schedule A opposite the name of
such U.S. Underwriter, plus any additional number of Initial U.S. Securities
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof, bears to the total number of Initial U.S.
Securities, subject, in each case, to such adjustments among the U.S.
Underwriters as the U.S. Representatives in their sole discretion shall make to
eliminate any sales or purchases of fractional securities.

(b) Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Option Selling Shareholders, acting severally
and not jointly, hereby grant an option to the U.S. Underwriters, severally and
not jointly, to purchase up to an additional 936,000 shares of Common Stock, as
set forth in Schedule B, at the price per share set forth in Schedule C. The
option hereby granted will expire 30 days after the date hereof and may be
exercised in whole or in part from time to time only for the purpose of
covering over-allotments which may be made in connection with the offering and
distribution of the Initial U.S. Securities upon notice by the Global
Coordinator to the Company and the Option Selling Shareholders setting forth
the number of U.S. Option Securities as to which the several U.S. Underwriters
are then exercising the option and the time and date of payment and delivery
for such U.S. Option Securities. Any such time and date of delivery for the
U.S. Option Securities (a "Date of Delivery") shall be determined by the Global
Coordinator, but shall not be later than seven full business days after the
exercise of said option, nor in any event prior to the Closing Time, as
hereinafter defined. If the option is exercised as to all or any portion of
the U.S. Option Securities, each of the U.S. Underwriters, acting severally and
not jointly, will purchase that proportion of the total number of U.S. Option
Securities then being purchased which the number of Initial U.S. Securities set
forth in Schedule A opposite the name of such U.S. Underwriter bears to the
total number of Initial U.S. Securities, subject in each case to such
adjustments as the Global Coordinator in its discretion shall make to eliminate
any sales or purchases of fractional shares.

(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Debevoise & Plimpton, 875 Third Avenue, New York, New York, or at such other
place as shall be agreed upon by the Global Coordinator and the Company, at
9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10 hereof), or
such other time not later than ten business days after such date as shall be
agreed upon by the Global Coordinator and the Company (such time and date of
payment and delivery being herein called "Closing Time").

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<PAGE> 22
In addition, in the event that any or all of the U.S. Option
Securities are purchased by the U.S. Underwriters, payment of the purchase
price for, and delivery of certificates for, such U.S. Option Securities shall
be made at the above-mentioned offices, or at such other place as shall be
agreed upon by the Global Coordinator and the Company, on each Date of Delivery
as specified in the notice from the Global Coordinator to the Company and the
Option Selling Shareholders.

Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank account(s) designated by
the Company and the Custodian pursuant to each Selling Shareholder's Power of
Attorney and Custody Agreement, as the case may be, against delivery to the
U.S. Representatives for the respective accounts of the U.S. Underwriters of
certificates for the U.S. Securities to be purchased by them. It is understood
that each U.S. Underwriter has authorized the U.S. Representatives, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Initial U.S. Securities and the U.S. Option Securities, if any,
which it has agreed to purchase. Merrill Lynch, individually and not as
representative of the U.S. Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Initial U.S. Securities or the U.S.
Option Securities, if any, to be purchased by any U.S. Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as
the case may be, but such payment shall not relieve such U.S. Underwriter from
its obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial
U.S. Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates for the
Initial U.S. Securities and the U.S. Option Securities, if any, will be made
available for examination and packaging by the U.S. Representatives in The City
of New York not later than 10:00 A.M. (Eastern time) on the business day prior
to the Closing Time or the relevant Date of Delivery, as the case may be.

(e) Appointment of Qualified Independent Underwriter. The Company,
the Subsidiaries and the Selling Shareholders hereby confirm their engagement
of Merrill Lynch as, and Merrill Lynch hereby confirms its agreement with the
Company, the Subsidiaries and the Selling Shareholders to render services as, a
"qualified independent underwriter" within the meaning of Rule 2720 of the
Conduct Rules of the NASD with respect to the offering and sale of the U.S.
Securities. Merrill Lynch, solely in its capacity as qualified independent
underwriter and not otherwise, is referred to herein as the "Independent
Underwriter".

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<PAGE> 23
SECTION 3. Covenants of the Company and the Subsidiaries. Each
of the Company and the Subsidiaries, jointly and severally, covenants with each
U.S. Underwriter as follows:

(a) Compliance with Securities Regulations and Commission
Requests. The Company and the Subsidiaries, subject to Section 3(b)
hereof, will comply with the requirements of Rule 430A or Rule 434, as
applicable, and will notify the Global Coordinator immediately, and
confirm the notice in writing, (i) when any post-effective amendment
to the Registration Statement, shall become effective, or any
supplement to the Prospectuses or any amended Prospectuses shall have
been filed, (ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the
Prospectuses or for additional information, and (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of any order preventing or suspending
the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes. The Company and the Subsidiaries will
promptly effect the filings necessary pursuant to Rule 424(b) and will
take such steps as it deems necessary to ascertain promptly whether
the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was
not, it will promptly file such prospectus. The Company and the
Subsidiaries will make every reasonable effort to prevent the issuance
of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.

(b) Filing of Amendments. The Company and the
Subsidiaries will give the Global Coordinator notice of the Company's
intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b)), any Term Sheet or
any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective
or to the Prospectuses, will furnish the Global Coordinator with
copies of any such documents a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file or use
any such document to which the Global Coordinator or counsel for the
U.S. Underwriters shall object.

(c) Delivery of Registration Statements. The Company and
the Subsidiaries have furnished or will deliver to the U.S.
Representatives and counsel for the U.S. Underwriters, without charge,
signed copies of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or
incorporated by reference therein) and signed copies of all consents
and certificates of experts, and will also deliver to the U.S.
Representatives, without charge, a conformed copy of the Registration

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<PAGE> 24
Statement as originally filed and of each amendment thereto (without
exhibits) for each of the U.S. Underwriters. The copies of the
Registration Statement and each amendment thereto furnished to the
U.S. Underwriters will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company and the
Subsidiaries have delivered to each U.S. Underwriter, without charge,
as many copies of each preliminary prospectus as such U.S. Underwriter
reasonably requested, and the Company and the Subsidiaries hereby
consent to the use of such copies for purposes permitted by the 1933
Act. The Company and the Subsidiaries will furnish to each U.S.
Underwriter, without charge, during the period when the U.S.
Prospectus is required to be delivered under the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act"), such
number of copies of the U.S. Prospectus (as amended or supplemented)
as such U.S. Underwriter may reasonably request. The U.S. Prospectus
and any amendments or supplements thereto furnished to the U.S.
Underwriters will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T.

(e) Continued Compliance with Securities Laws. The
Company and the Subsidiaries will comply with the 1933 Act and the
1933 Act Regulations so as to permit the completion of the
distribution of the Securities as contemplated in this Agreement, the
International Purchase Agreement and in the Prospectuses. If at any
time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities, any event shall occur or
condition shall exist as a result of which it is necessary, in the
opinion of counsel for the U.S. Underwriters or for the Company, to
amend the Registration Statement or amend or supplement any Prospectus
in order that the Prospectuses will not include any untrue statements
of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or
if it shall be necessary, in the opinion of such counsel, at any such
time to amend the Registration Statement or amend or supplement any
Prospectus in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, the Company and the Subsidiaries will
promptly prepare and file with the Commission, subject to Section 3(b)
hereof, such amendment or supplement as may be necessary to correct
such statement or omission or to make the Registration Statement or
the Prospectuses comply with such requirements, and the Company and
the Subsidiaries will furnish to the U.S. Underwriters such number of
copies of such amendment or supplement as the U.S. Underwriters may
reasonably request.

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<PAGE> 25
(f) Blue Sky Qualifications. The Company and the
Subsidiaries will use their best efforts, in cooperation with the U.S.
Underwriters, to qualify the Securities for offering and sale under
the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Global Coordinator may designate and to
maintain such qualifications in effect for such period after the
effective date of the Registration Statement and any Rule 462(b)
Registration Statement as the Prospectuses are required by the 1933
Act or such state securities laws to be delivered in connection with
sales of the Securities by any underwriter or dealer; provided,
however, that neither the Company nor any Subsidiary shall be
obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the
Securities have been so qualified, the Company and the Subsidiaries
will file such statements and reports as may be required by the laws
of such jurisdiction to continue such qualification in effect for the
period specified above.

(g) Rule 158. The Company and the Subsidiaries will
timely file such reports pursuant to the 1934 Act as are necessary in
order to make generally available to its securityholders as soon as
practicable an earnings statement for the purposes of, and to provide
the benefits contemplated by, the last paragraph of Section 11(a) of
the 1933 Act.

(h) Use of Proceeds. The Company and the Subsidiaries
will use the net proceeds received by the Company from the sale of the
Securities in the manner specified in the Prospectuses under "Use of
Proceeds".

(i) Listing. The Company and the Subsidiaries will use
their best efforts to effect the listing of the Common Stock
(including the Securities) on the New York Stock Exchange.

(j) Restriction on Sale of Securities. During a period
of 180 days from the date of the Prospectuses, neither the Company nor
any Subsidiary will, without the prior written consent of the Global
Coordinator, (i) directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any share of Common Stock or any
securities convertible into or exercisable or exchangeable for Common
Stock or file any registration statement under the 1933 Act with
respect to any of the foregoing or (ii) enter into any swap or any
other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of
the Common Stock, whether any such swap or transaction described in
clause (i) or (ii) above is to be settled by delivery of

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<PAGE> 26
Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (A) the Securities to be sold
hereunder or under the International Purchase Agreement, (B) any
options to purchase shares of Common Stock granted or shares of Common
Stock sold pursuant to any employee benefit plan of the Company
whether existing at the date of this Agreement or adopted subsequent
hereto and the filing of any registration statement on Form S-8
related thereto or (C) any option or warrant to purchase shares of
Common Stock or shares of Common Stock issued or sold in connection
with an acquisition by the Company and the filing of any registration
statement on Form S-4 in connection therewith as long as all executive
officers, directors and other affiliates of the person being acquired
have agreed in writing to be bound by the obligations and restrictions
of the foregoing sentence of this Section 3(j).

(k) Reporting Requirements. The Company and the
Subsidiaries, during the period when the Prospectuses are required to
be delivered under the 1933 Act or the 1934 Act, will file all
documents required to be filed with the Commission pursuant to the
1934 Act within the time periods required by the 1934 Act and the
rules and regulations of the Commission thereunder.

(l) Compliance with NASD Rules. The Company and each
Subsidiary hereby agree that they will ensure that the Reserved
Securities will be restricted as required by the NASD or the NASD
rules from sale, transfer, assignment, pledge or hypothecation for a
period of three months following the date of the effectiveness of the
Registration Statement. The Underwriters will notify the Company as
to which persons will need to be so restricted. At the request of the
Underwriters, the Company will direct the transfer agent to place a
stop transfer restriction upon such securities for such period of
time. Should the Company release, or seek to release, from such
restrictions any of the Reserved Securities, the Company and the
Subsidiaries, jointly and severally, agree to reimburse the
Underwriters for any reasonable expenses (including, without
limitation, legal expenses) they incur in connection with such
release.

(m) Compliance with Rule 463. The Company and the
Subsidiaries will file with the Commission such reports on Form SR as
may be required pursuant to Rule 463 of the 1933 Act Regulations.

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<PAGE> 27
issuance and delivery of the certificates for the Securities to the
Underwriters, including any stock or other transfer taxes and any stamp or
other duties payable upon the sale, issuance or delivery of the Securities to
the Underwriters and the transfer of the Securities between the U.S.
Underwriters and the International Managers, (iv) the fees and disbursements of
the Company's counsel, accountants and other advisors, (v) the qualification of
the Securities under securities laws in accordance with the provisions of
Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectuses and any
amendments or supplements thereto, (vii) the preparation, printing (or
reproduction) and delivery to the Underwriters of copies of the Blue Sky Survey
and any supplement thereto, (viii) the fees and expenses of any transfer agent
or registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the NASD of the terms of the sale of the Securities, (x)
the fees and expenses incurred in connection with the listing of the Securities
on the New York Stock Exchange and (xi) the fees and expenses of the
Independent Underwriter.

(b) Expenses of the Selling Shareholders. The Selling
Shareholders, severally and not jointly, will pay all expenses incident to the
performance of their respective obligations under, and the consummation of the
transactions contemplated by, this Agreement, including (i) any stamp duties,
capital duties and stock transfer taxes, if any, payable upon the sale of the
Securities to the U.S. Underwriters, and their transfer between Underwriters
pursuant to any agreement between Underwriters, and (ii) the fees and
disbursements of their respective counsel and accountants.

(c) Termination of Agreement. If this Agreement is terminated by the
U.S. Representatives in accordance with the provisions of Section (other than
Section 5(j)), Section 9(a)(i) or Section 11 hereof, the Company, the
Subsidiaries and the Selling Shareholders, severally and not jointly, shall
reimburse the U.S. Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the U.S.
Underwriters.

(d) Allocation of Expenses. The provisions of this Section shall not
affect any agreement that the Company, the Subsidiaries and the Selling
Shareholders may make for the sharing of such costs and expenses.

SECTION 5. Conditions of U.S. Underwriters' Obligations. The
obligations of the several U.S. Underwriters hereunder are subject to the
accuracy of the representations and warranties of the Company, the Subsidiaries
and the Selling Shareholders contained in Section 1 hereof or in certificates
of any officer of the Company or any Subsidiary or by or on behalf of any
Selling Shareholder delivered pursuant to the provisions hereof, to

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<PAGE> 28
the performance by the Company and each Subsidiary of its covenants and other
obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The
Registration Statement, including any Rule 462(b) Registration
Statement, has become effective and at Closing Time no stop order
suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to
the reasonable satisfaction of counsel to the U.S. Underwriters. A
prospectus containing the Rule 430A Information shall have been filed
with the Commission in accordance with Rule 424(b) (or a
post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of
Rule 430A) or, if the Company has elected to rely upon Rule 434, a
Term Sheet shall have been filed with the Commission in accordance
with Rule 424(b).

(b) Opinion of Counsel for Company. At Closing Time, the
U.S. Representatives shall have received the favorable opinion and
letter, in each case dated as of Closing Time, of Shaw, Pittman, Potts
& Trowbridge, counsel for the Company, in form and substance
satisfactory to counsel for the U.S. Underwriters, together with
signed or reproduced copies of such opinion and letter for each of the
other U.S. Underwriters to the effect set forth in Exhibit A-1 and
Exhibit A-2, respectively, hereto. In giving such opinion such
counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal
law of the United States and the General Corporation Law and the
Revised Uniform Limited Partnership Act of the State of Delaware, upon
the opinions of counsel satisfactory to the U.S. Representatives.
Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

(c) Opinion of Counsel for the Selling Shareholders. At
Closing Time, the U.S. Representatives shall have received (i) the
favorable opinion, dated as of Closing Time, of Shaw, Pittman, Potts &
Trowbridge, counsel for the Initial Selling Shareholder and the
Pledgor Selling Shareholders, and (ii) the favorable opinion, dated as
of Closing Time, of Werbel & Carnelutti, counsel for the other Selling
Shareholders, in each case in form and substance satisfactory to
counsel for the U.S. Underwriters, together with signed or reproduced
copies of such letter for each of the other U.S. Underwriters, to the
effect set forth in Exhibit B hereto, in the case of Shaw, Pittman,
Potts & Trowbridge, and to the effect set forth in clauses 1 through
6, inclusive, of Exhibit B hereto, in the case of Werbel & Carnelutti.
In giving such opinion such counsel may rely, as to all

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<PAGE> 29
matters governed by the laws of jurisdictions other than the law of
the State of New York, the federal law of the United States and the
General Corporation Law and the Revised Uniform Limited Partnership
Act of the State of Delaware, upon the opinions of counsel
satisfactory to the U.S. Representatives. Such counsel may also state
that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of the
Selling Shareholders or officers of the Company and its subsidiaries
and certificates of public officials.

(d) Opinion of Counsel for U.S. Underwriters. At Closing
Time, the U.S. Representatives shall have received the favorable
opinion, dated as of Closing Time, of Debevoise & Plimpton, counsel
for the U.S. Underwriters, together with signed or reproduced copies
of such letter for each of the other U.S. Underwriters with respect to
the matters set forth in clauses 1, 2, 4 (as to the second and third
clauses thereof), 5 (solely as to preemptive or other similar rights
arising by operation of law or under the charter or by-laws of the
Company), 8 through 10, inclusive, 11, 13 (solely as to the
information in the Prospectus under "Description of Capital Stock --
Common Stock") and the fourth paragraph of Exhibit A-2 hereto. In
giving such opinion such counsel may rely, as to all matters governed
by the laws of jurisdictions other than the law of the State of New
York, the federal law of the United States and the General Corporation
Law and the Revised Uniform Limited Partnership Act of the State of
Delaware, upon the opinions of counsel satisfactory to the U.S.
Representatives. Such counsel may also state that, insofar as such
opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials.

(e) Officers' Certificate. At Closing Time, there shall
not have been, since the date hereof or since the respective dates as
of which information is given in the Prospectuses, any material
adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising
in the ordinary course of business, and the U.S. Representatives shall
have received a certificate of each of (x) the President or a Vice
President of the Company and of the chief financial or chief
accounting officer of the Company, (y) the President or a Vice
President of SMS and of the chief financial or chief accounting
officer of SMS and (z) the President or a Vice President of the
Partnership and of the chief financial or chief accounting officer of
the Partnership, in each case dated as of Closing Time and to the
effect that (i) there has been no such material adverse change, (ii)
the representations and warranties in Section 1(a) hereof are true and
correct with the same force and effect as though expressly made at and
as of Closing Time, (iii) the Company, SMS or the Partnership, as the
case may be, has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to
Closing Time, and

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<PAGE> 30
(iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are pending or are contemplated by the Commission.

(f) Certificate of Selling Shareholders. At the Closing
Time, the U.S. Representatives shall have received a certificate of
each of Daniel M. Snyder and Paul A. Gould, in each case as a Selling
Shareholder, and of an Attorney-in-Fact on behalf of each other
Selling Shareholder, dated as of Closing Time, to the effect that (i)
the representations and warranties of each Selling Shareholder
contained in Section 1(b) and Section 1(c) hereof, as the case may be,
hereof are true and correct in all respects with the same force and
effect as though expressly made at and as of Closing Time and (ii)
each Selling Shareholder has complied in all material respects with
all agreements and all conditions on its part to be performed under
this Agreement at or prior to Closing Time.

(g) Accountant's Comfort Letter. At the time of the
execution of this Agreement, the U.S. Representatives shall have
received from Arthur Andersen LLP a letter dated such date, in form
and substance satisfactory to the U.S. Representatives, together with
signed or reproduced copies of such letter for each of the other U.S.
Underwriters containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information contained in the Registration Statement and the
Prospectuses.

(h) Bring-down Comfort Letter. At Closing Time, the
Representatives shall have received from Arthur Andersen L.L.P. a
letter, dated as of Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (g) of
this Section, except that the specified date referred to shall be a
date not more than three business days prior to Closing Time.

(i) Approval of Listing. At Closing Time, the Securities
shall have been approved for listing on the New York Stock Exchange,
subject only to official notice of issuance.

(j) No Objection. The NASD shall not have raised any
objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(k) Lock-up Agreements. At the date of this Agreement,
the U.S. Representatives shall have received an agreement
substantially in the form of Exhibit C hereto signed by the persons
listed on Schedule D hereto.

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<PAGE> 31
(l) Reorganization and Distribution. Prior to the time
of the execution of this Agreement, the Reorganization and the
Distribution shall have occurred.

(m) Form W-9. At or prior to Closing Time, the U.S.
Representatives shall have received from each Selling Shareholder a
properly completed and executed United States Treasury Form W-9.

(n) Purchase of Initial International Securities.
Contemporaneously with the purchase by the U.S. Underwriters of the
Initial U.S. Securities under this Agreement, the International
Managers shall have purchased the Initial International Securities
under the International Purchase Agreement.

(o) Conditions to Purchase of U.S. Option Securities. In
the event that the U.S. Underwriters exercise their option provided in
Section 2(b) hereof to purchase all or any portion of the U.S. Option
Securities, the representations and warranties of the Company, the
Subsidiaries and the Selling Shareholders contained herein and the
statements in any certificates furnished by the Company, the
Subsidiaries and the Selling Shareholders hereunder shall be true and
correct as of each Date of Delivery and, at the relevant Date of
Delivery, and the U.S. Representatives shall have received:

(i) Officers' Certificates. A certificate, dated such Date
of Delivery, of each of (x) the President or a Vice President
of the Company and of the chief financial or chief accounting
officer of the Company, (y) the President or a Vice President
of SMS and of the chief financial or chief accounting officer
of SMS and (z) the President or a Vice President of the
Partnership and of the chief financial or chief accounting
officer of the Partnership, in each case confirming that the
certificate delivered at the Closing Time pursuant to Section
5(e) hereof remains true and correct as of such Date of
Delivery.

(ii) Certificate of the Selling Shareholders. A certificate,
dated such Date of Delivery, of each of Daniel M. Snyder and
Paul A. Gould, in each case as a Selling Shareholder, and of
an Attorney-in-Fact on behalf of each other Selling
Shareholder, in each case confirming that the certificate
delivered at Closing Time pursuant to Section 5(f) hereof
remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company. The favorable opinion
of Shaw, Pittman, Potts & Trowbridge, counsel for the Company,
in form and substance satisfactory to counsel for the U.S.
Underwriters, dated such Date of Delivery, relating to the
U.S. Option Securities to be purchased on

27
<PAGE> 32
such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(b) hereof.

(iv) Opinion of Counsel for the Selling Shareholders. The
favorable opinion of (A) Shaw, Pittman, Potts & Trowbridge,
counsel for the Initial Selling Shareholder and the Pledgor
Selling Shareholders, and (B) Werbel & Carnelutti, counsel
for the other Selling Shareholders, in each case in form and
substance satisfactory to counsel for the U.S. Underwriters,
dated such Date of Delivery, relating to the U.S. Option
Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the respective opinions
required by Section 5(c) hereof.

(v) Opinion of Counsel for U.S. Underwriters. The favorable
opinion of Debevoise & Plimpton, counsel for the U.S.
Underwriters, dated such Date of Delivery, relating to the
U.S. Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion
required by Section 5(d) hereof.

(vi) Bring-down Comfort Letter. A letter from Arthur
Andersen LLP, in form and substance satisfactory to the U.S.
Representatives and dated such Date of Delivery, substantially
in the same form and substance as the letter furnished to the
U.S. Representatives pursuant to Section 5(g) hereof, except
that the "specified date" in the letter furnished pursuant to
this paragraph shall be a date not more than five days prior
to such Date of Delivery.

(p) Additional Documents. At Closing Time and at each Date of
Delivery, counsel for the U.S. Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company, the Subsidiaries and the Selling Shareholders in
connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the U.S. Representatives and
counsel for the U.S. Underwriters.

(q) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of U.S. Option
Securities on a Date of Delivery which is after Closing Time, the obligations
of the several U.S. Underwriters to purchase the relevant Option Securities,
may be terminated by the U.S. Representatives by notice to the Company at any
time at or prior to Closing Time or such Date of Delivery, as the case may be,
and such termination shall be without liability of any party to any other

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<PAGE> 33
party except as provided in Section 4 and except that Sections 1, 6, 7 and
8 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of U.S. Underwriters. The Company, the
Subsidiaries and the Executive Selling Shareholders, jointly and severally,
agree to indemnify and hold harmless each U.S. Underwriter, its directors,
officers and employees, and each person, if any, who controls any U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or
the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus
or the Prospectuses (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of the failure of
eligible employees and other persons to pay for and accept delivery of
Reserved Securities which, immediately following the effectiveness of
the Registration Statement, were subject to a properly confirmed
agreement to purchase;

(iii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission or in connection with any failure or violation of the nature
referred to in Section 6(a)(ii) hereof; provided that (subject to
Section 6(d) hereof) any such settlement is effected with the written
consent of the Company, the Subsidiaries and the Executive Selling
Shareholders; and

(iv) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill
Lynch), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or

29
<PAGE> 34
threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission or in connection with any failure or violation of the nature
referred to in Section 6(a)(ii) hereof, to the extent that any such
expense is not paid under (i), (ii) or (iii) above;

provided, however, that (a) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (x) to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any U.S. Underwriter through the U.S. Representatives expressly for
use in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the U.S. Prospectus (or any amendment or supplement
thereto) and (y) with respect to any preliminary prospectus to the extent that
any such loss, liability, claim, damage or expense of such U.S. Underwriter
results solely from the fact that such U.S. Underwriter sold Securities to a
person as to whom the Company shall establish that there was not sent by
commercially reasonable means, at or prior to the written confirmation of such
sale, a copy of the U.S. Prospectus in any case where such delivery is required
by the 1933 Act, if the Company has previously furnished copies thereof in
sufficient quantity to such U.S. Underwriter and the loss, claim, damage or
liability of such U.S. Underwriter results from an untrue statement or omission
of a material fact contained in the preliminary prospectus that was corrected
in the U.S. Prospectus, and (b) each Executive Selling Shareholder's aggregate
liability under this Section 6 shall be limited to an amount equal to such
Executive Selling Shareholder's net proceeds (after deducting the underwriting
discount, but before deducting expenses) from the sale of such Executive
Selling Shareholder's Securities pursuant to this Agreement.

In making a claim for indemnification under this Section 6 (other than
pursuant to clause (a)(iv) of this Section 6), or contribution under Section 7,
by the Company, SMS, the Partnership or the Executive Selling Shareholders, the
indemnified parties may proceed against either (i) the Company, SMS and/or the
Partnership and the Executive Selling Shareholders or (ii) the Company, SMS
and/or the Partnership only, but may not proceed solely against the Executive
Selling Shareholders. In the event that the indemnified parties are entitled
to seek indemnity or contribution hereunder against any loss, liability, claim,
damage and expense incurred with respect to a final judgment from a trial
court, then, as a precondition to any indemnified party obtaining
indemnification or contribution from any Executive Selling Shareholder, the
indemnified parties shall first obtain a final judgment from a trial court that
such indemnified parties are entitled to indemnity or contribution under this
Agreement with respect to such loss, liability, claim, damage or expense (the
"Final Judgment") from the Company, SMS and/or the Partnership and the
Executive Selling Shareholders and shall seek to satisfy such Final Judgment in
full from the Company, SMS and/or the Partnership by making a written demand
upon the Company, SMS and/or the Partnership for such satisfaction. Only in
the event such Final Judgment shall remain unsatisfied in whole or in part 45
days

30
<PAGE> 35
following the date of receipt by the Company, SMS and/or the Partnership of
such demand shall any indemnified party have the right to take action to
satisfy such Final Judgment by making demand directly on any Executive Selling
Shareholder (but only if and to the extent the Company, SMS and/or the
Partnership have not already satisfied such Final Judgment, whether by
settlement, release or otherwise). The indemnified parties may exercise this
right to first seek to obtain payment from the Company, SMS and/or the
Partnership and thereafter obtain payment from any Executive Selling
Shareholder without regard to the pursuit by any party of its rights to the
appeal of such Final Judgment. The indemnified parties shall, however, be
relieved of their obligation to first obtain a Final Judgment, seek to obtain
payment from the Company, SMS and/or the Partnership with respect to such Final
Judgment or, having sought such payment, to wait such 45 days after failure by
the Company, SMS and/or the Partnership to satisfy immediately any such Final
Judgment if (i) the Company, SMS or the Partnership files a petition for relief
under the United States Bankruptcy Code (the "Bankruptcy Code"), (ii) an order
for relief is entered against the Company, SMS or the Partnership in an
involuntary case under the Bankruptcy Code, (iii) the Company, SMS or the
Partnership makes an assignment for the benefit of its creditors, or (iv) any
court orders or approves the appointment of a receiver or custodian for the
Company, SMS or the Partnership or a substantial portion of either of their
assets. The foregoing provisions of this paragraph are not intended to require
any indemnified party to obtain a Final Judgment against the Company, SMS, the
Partnership or any Executive Selling Shareholder before obtaining reimbursement
of expenses pursuant to clause (a)(iv) of this Section 6. However, the
indemnified parties shall first seek to obtain such reimbursement in full from
the Company, SMS and/or the Partnership by making a written demand upon the
Company, SMS and/or the Partnership for such reimbursement. Only in the event
such expenses shall remain unreimbursed in whole or in part 45 days following
the date of receipt by the Company, SMS and/or the Partnership of such demand
shall any indemnified party have the right to receive reimbursement of such
expenses from any Executive Selling Shareholder by making written demand
directly on such Executive Selling Shareholder (but only if and to the extent
the Company, SMS and/or the Partnership have not already satisfied the demand
for reimbursement, whether by settlement, release or otherwise). The
indemnified parties shall, however, be relieved of their obligation to first
seek to obtain such reimbursement in full from the Company, SMS and/or the
Partnership or, having made written demand therefor, to wait such 45 days after
failure by the Company, SMS and/or the Partnership to reimburse immediately
such expenses if (i) the Company, SMS or the Partnership files a petition for
relief under the Bankruptcy Code, (ii) an order for relief is entered against
the Company, SMS or the Partnership in an involuntary case under the Bankruptcy
Code, (iii) the Company, SMS or the Partnership makes an assignment for the
benefit of its creditors, or (iv) any court orders or approves the appointment
of a receiver or custodian for the Company, SMS or the Partnership or a
substantial portion of its assets.

In addition and without limitation to the Company's, each Subsidiary's
and each Executive Selling Shareholder's obligation to indemnify Merrill Lynch
as an

31
<PAGE> 36
Underwriter, the Company, the Subsidiaries and the Executive Selling
Shareholders, jointly and severally, also agree to indemnify and hold harmless
the Independent Underwriter and each person, if any, who controls the
Independent Underwriter within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, from and against any and all losses, claims,
damages, liabilities and judgments incurred as a result of the Independent
Underwriter's participation as a "qualified independent underwriter" within the
meaning of Rule 2720 of the Conduct Rules the NASD in connection with the
offering of the Securities.

(b) Indemnification of U.S. Underwriters by the Non-Executive
Selling Shareholders. Each Non-Executive Selling Shareholder, severally and
not jointly, agrees to indemnify and hold harmless each U.S. Underwriter, its
directors, officers and employees, and each person, if any, who controls any
U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, with respect to any untrue statement or omission, or
alleged untrue statement or omission, contained in the Registration Statement
(or any amendment thereto), including the Rule 430 Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the Prospectuses
(or any amendment or supplement thereto) in reliance upon and in conformity
with information furnished to the Company or any Subsidiary in writing by or on
behalf of such Non-Executive Selling Shareholder expressly for use therein;
provided, however, that (x) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any U.S. Underwriter through the U.S. Representatives expressly for
use in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the U.S. Prospectus (or any amendment or supplement
thereto) and (y) each Non-Executive Selling Shareholder's aggregate liability
under this Section 6(b) shall be limited to an amount equal to the net proceeds
(after deducting the underwriting discount, but before deducting expenses)
received by such Non-Executive Selling Shareholder from the sale of Securities
pursuant to this Agreement.

(c) Indemnification of Company, Directors and Officers and Selling
Shareholders. Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
and each Selling Shareholder against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the Rule
434 Information, if applicable, or any preliminary U.S. prospectus or the U.S.
Prospectus (or

32
<PAGE> 37
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such U.S. Underwriter through
the U.S. Representatives expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the U.S. Prospectus
(or any amendment or supplement thereto).

(d) Actions against Parties; Notification. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it
is not materially prejudiced as a result thereof and in any event shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. In the case of parties indemnified pursuant to
Section 6(a) or (b) above, counsel to the indemnified parties shall be selected
by Merrill Lynch, and, in the case of parties indemnified pursuant to Section
6(c) above, counsel to the indemnified parties shall be selected by the
Company. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances; provided, that, if indemnity is sought pursuant to the third
paragraph of Section 6(a), then, in addition to such counsel for the
indemnified parties, the indemnifying party shall be liable for the reasonable
fees and expenses of not more than one separate counsel (in addition to any
local counsel) for the Independent Underwriter in its capacity as a "qualified
independent underwriter" and all persons, if any, who control the Independent
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
1934 Act if, in the reasonable judgment of the Independent Underwriter there
may exist a conflict of interest between the Independent Underwriter and the
other indemnified parties. In the case of any such separate counsel for the
Independent Underwriter and such control persons of the Independent
Underwriter, such counsel shall be designated in writing by the Independent
Underwriter. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified
party from all liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

33
<PAGE> 38
(e) Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested in accordance with this
Agreement an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 6(a)(iii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

(f) Other Agreements with Respect to Indemnification. The
provisions of this Section shall not affect any agreement among the Company,
the Subsidiaries and the Selling Shareholders with respect to indemnification.

SECTION 7. Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, the Subsidiaries and the Selling Shareholders on the one hand and the
U.S. Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, the Subsidiaries and the Selling
Shareholders on the one hand and of the U.S. Underwriters on the other hand in
connection with the statements or omissions, or in connection with any failure
or violation of the nature referred to in Section 6(a)(ii) hereof, which
resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.

The relative benefits received by the Company, the Subsidiaries and
the Selling Shareholders on the one hand and the U.S. Underwriters on the
other hand in connection with the offering of the U.S. Securities pursuant to
this Agreement shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of the U.S. Securities pursuant to this
Agreement (after deducting the underwriting discount, but before deducting
expenses) received by the Company, the Subsidiaries and the Selling
Shareholders and the total underwriting discount received by the U.S.
Underwriters, in each case as set forth on the cover of the U.S. Prospectus,
or, if Rule 434 is used, the corresponding location on the Term Sheet, bear to
the aggregate initial public offering price of the U.S. Securities as set
forth on such cover.

34
<PAGE> 39
The relative fault of the Company, the Subsidiaries and the Selling
Shareholders on the one hand and the U.S. Underwriters on the other hand shall
be determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, the
Subsidiaries or the Selling Shareholders or by the U.S. Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or any failure or violation of
the nature referred to in Section 6(a)(ii) hereof.

The Company, the Subsidiaries, the Selling Shareholders and the U.S.
Underwriters agree that Merrill Lynch will not receive any additional benefits
hereunder for serving as the Independent Underwriter in connection with the
offering and sale of the U.S. Securities.

The Company, the Subsidiaries, the Selling Shareholders and the U.S.
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even if the
U.S. Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this Section 7. The aggregate amount of
losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, (x) no U.S.
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the U.S. Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such U.S. Underwriter has otherwise been required to pay by
reason of any such untrue or alleged untrue statement or omission or alleged
omission , and (y) no Non-Executive Selling Shareholder shall be required to
contribute any amount in excess of such Non-Executive Selling Shareholder's net
proceeds (after deducting the underwriting discount, but before deducting
expenses) from the sale of Securities pursuant to this Agreement.

No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a
U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such U.S.
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement,

35
<PAGE> 40
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The U.S. Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the number
of Initial U.S. Securities set forth opposite their respective names in
Schedule A hereto and not joint.

The provisions of this Section shall not affect any agreement among
the Company, the Subsidiaries and the Selling Shareholders with respect to
contribution.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any Subsidiary or
the Selling Shareholders submitted pursuant hereto, shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of any U.S. Underwriter or controlling person, or by or on behalf of the
Company or any controlling person, the Subsidiaries or the Selling
Shareholders, and shall survive delivery of the Securities to the U.S.
Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. The U.S. Representatives may terminate
this Agreement, by notice to the Company, at any time at or prior to Closing
Time (i) if there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the U.S.
Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or
economic conditions, in each case the effect of which is such as to make it, in
the judgment of the U.S. Representatives, impracticable to market the
Securities or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange, or if trading
generally on the American Stock Exchange or the New York Stock Exchange or in
the Nasdaq National Market has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices
have been required, by any of said exchanges or by such system or by order of
the Commission, the NASD or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in

36
<PAGE> 41
Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall
survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the U.S. Underwriters. If one
or more of the U.S. Underwriters shall fail at Closing Time or a Date of
Delivery to purchase the Securities which it or they are obligated to purchase
under this Agreement (the "Defaulted Securities"), the U.S. Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting U.S. Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
the U.S. Representatives shall not have completed such arrangements within such
24-hour period, then:

(a) if the number of Defaulted Securities does not exceed
10% of the number of U.S. Securities to be purchased on such date,
each of the non-defaulting U.S. Underwriters shall be obligated,
severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder
bear to the underwriting obligations of all non-defaulting U.S.
Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of
the number of U.S. Securities to be purchased on such date, this
Agreement or, with respect to any Date of Delivery which occurs after
the Closing Time, the obligation of the U.S. Underwriters to purchase
and of the Company to sell the Option Securities to be purchased and
sold on such Date of Delivery shall terminate without liability on the
part of any non-defaulting U.S. Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
U.S. Underwriter from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which is
after Closing Time, which does not result in a termination of the obligation of
the U.S. Underwriters to purchase and the Company to sell the relevant U.S.
Option Securities, as the case may be, either the U.S. Representatives or the
Company shall have the right to postpone Closing Time or the relevant Date of
Delivery, as the case may be, for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements. As used herein, the term "U.S.
Underwriter" includes any person substituted for a U.S. Underwriter under this
Section 10.

37
<PAGE> 42
have the right to increase, pro rata or otherwise, the number of Securities to
be sold by them hereunder to the total number of Securities to be sold by all
Selling Shareholders as set forth in Schedule B hereto. In the event that a
Selling Shareholder shall so fail, and the remaining Selling Shareholders do
not exercise such right to increase the number of Securities to be sold by them
hereunder, then the U.S. Underwriters may, at the option of the U.S.
Representatives, by notice from the U.S. Representatives to the Company and the
non-defaulting Selling Shareholders, either (i) terminate this Agreement
without any liability on the fault of any non-defaulting party except that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect
or (ii) elect to purchase the Securities which the non-defaulting Selling
Shareholders have agreed to sell hereunder. No action taken pursuant to this
Section 11 shall relieve any Selling Shareholder so defaulting from liability,
if any, in respect of such default. If the remaining Selling Shareholders
exercise the right to sell the Securities that such defaulting Selling
Shareholder is obligated to sell hereunder, as used herein the term "Selling
Shareholder" shall not include such defaulting Selling Shareholder for purposes
of determining compliance with all agreements and conditions to be performed by
the Selling Shareholders hereunder.

In the event of a default by any Selling Shareholder as referred to in
this Section 11, each of the U.S. Representatives, the Company and the
non-defaulting Selling Shareholders shall have the right to postpone Closing
Time or Date of Delivery for a period not exceeding seven days in order to
effect any required change in the Registration Statement or Prospectuses or in
any other documents or arrangements.

(b) If the Company shall fail at Closing Time to sell the number of
Securities that it is obligated to sell hereunder, then this Agreement shall
terminate without any liability on the part of any nondefaulting party;
provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall
remain in full force and effect. No action taken pursuant to this Section
shall relieve the Company or any Subsidiary from liability, if any, in respect
of such default.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the U.S. Representatives at North Tower,
World Financial Center, New York, New York 10281-1201, attention of Syndicate
Operations; notices to the Company and the Subsidiaries shall be directed to
the Company at Two Democracy Center, 6903 Rockledge Drive, Fifteenth Floor,
Bethesda, Maryland 20817, attention of Brian Benhaim; and notices to the
Selling Shareholders shall be directed to the Selling Shareholders care of the
Company at the foregoing address, attention of Brian Benhaim.

SECTION 13. Parties. This Agreement shall each inure to the benefit
of and be binding upon the U.S. Underwriters, the Company, the Subsidiaries and
the Selling Shareholders and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other

38
<PAGE> 43
than the U.S. Underwriters, the Company, the Subsidiaries and the Selling
Shareholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. This Agreement
and all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the U.S. Underwriters, the Company, the Subsidiaries and
the Selling Shareholders and their respective successors, and said controlling
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Securities from any U.S. Underwriter shall be deemed to be a successor by
reason merely of such purchase.

SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 15. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

39
<PAGE> 44
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Attorney-in-Fact for
the Selling Shareholders a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the U.S.
Underwriters, the Company, the Subsidiaries and the Selling Shareholders in
accordance with its terms.

Very truly yours,

SNYDER COMMUNICATIONS, INC.

By
---------------------------
Name:
Title:

SNYDER MARKETING SERVICES, INC.

By
----------------------------
Name:
Title:

SNYDER COMMUNICATIONS, L.P.

By
----------------------------
Name:
Title:

------------------------------
Daniel M. Snyder
As a Selling Shareholder

------------------------------
Paul A. Gould
As a Selling Shareholder

Gerald S. Snyder
USN College Marketing, L.P.
Michele D. Snyder

By
----------------------------
Daniel M. Snyder
As Attorney-in-Fact acting on behalf of
said Selling Shareholders

40
<PAGE> 45
Allen & Company Incorporated
Susan K. Allen
Susan Strauss Breen
Barry Diller
HAGC Partners, L.P.
Dan W. Lufkin
Dan W. Lufkin, Trustee, Robert Brendan
Marston 1995 Trust
Robert A. Strauss
Robert S. Strauss
Robert S. Strauss, Trustee, Helen J.
Strauss Trust

By
--------------------------
Paul A. Gould
As Attorney-in-Fact acting on behalf of
said Selling Shareholders

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES

By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By
--------------------------------------------
Authorized Signatory

For themselves and as U.S. Representatives of the
other U.S. Underwriters named in Schedule A hereto.

41
<PAGE> 46
SCHEDULE A

<TABLE>
<CAPTION>
Number of
Initial U.S.
Name of U.S. Underwriter Securities
------------------------ ----------
<S> <C>

Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . . . . . .
Allen & Company Incorporated . . . . . . . . . . . . . . . . . . . . .
Montgomery Securities . . . . . . . . . . . . . . . . . . . . . . . . .

----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,240,000
==========
</TABLE>

Sch A - 1
<PAGE> 47
SCHEDULE B

<TABLE>
<CAPTION>
Maximum Number of
Number of Initial U.S. U.S. Option
Securities to be Sold Securities to be Sold
--------------------- ---------------------
<S> <C> <C>

Snyder Communications, Inc. . . . . . . . . . . . . . . . 3,230,530 0

Gerald S. Snyder . . . . . . . . . . . . . . . . . . . . 3,009,470 0

Daniel M. Snyder . . . . . . . . . . . . . . . . . . . . 0 399,290

USN College Marketing, L.P.. . . . . . . . . . . . . . . 0 363,694

Michele D. Snyder . . . . . . . . . . . . . . . . . . . . 0 140,102

Allen & Company Incorporated. . . . . . . . . . . . . . . 0 9,654

Susan K. Allen . . . . . . . . . . . . . . . . . . . . . 0 4,937

Susan Strauss Breen . . . . . . . . . . . . . . . . . . . 0 549

Barry Diller . . . . . . . . . . . . . . . . . . . . . . 0 3,291

Paul A. Gould . . . . . . . . . . . . . . . . . . . . . . 0 4,827

HAGC Partners, L.P. . . . . . . . . . . . . . . . . . . . 0 4,937

Dan W. Lufkin . . . . . . . . . . . . . . . . . . . . . . 0 1,646

Dan W. Lufkin, Trustee,
Robert Brendan Marston
1995 Trust . . . . . . . . . . . . . . . . . . . . . . 0 1,426

Robert A. Strauss . . . . . . . . . . . . . . . . . . . . 0 549

Robert S. Strauss . . . . . . . . . . . . . . . . . . . . 0 549

Robert S. Strauss, Trustee,
Helen J. Strauss Trust . . . . . . . . . . . . . . . 0 549
--------- -------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . 6,240,000 936,000
========= =======
</TABLE>

Sch B - 1
<PAGE> 48
SCHEDULE C

SNYDER COMMUNICATIONS, INC.

6,240,000 Shares of Common Stock

(Par Value $.001 Per Share)

1. The initial public offering price per share for the
Securities, determined as provided in said Section 2, shall be
$________.

2. The purchase price per share for the U.S. Securities
to be paid by the several U.S. Underwriters shall be $_______, being
an amount equal to the initial public offering price set forth above
less $______ per share.

Sch C - 1
<PAGE> 49
SCHEDULE D

Snyder Communications, Inc.
Snyder Marketing Services, Inc.
Snyder Communications, L.P.
Daniel M. Snyder
USN College Marketing, L.P.
Michele D. Snyder
Allen & Company Incorporated
Susan K. Allen
Susan Strauss Breen
Barry Diller
Paul A. Gould
HAGC Partners, L.P.
Dan W. Lufkin
Dan W. Lufkin, Trustee,
Robert Brendan Marston 1995 Trust
Robert A. Strauss
Robert S. Strauss
Robert S. Strauss, Trustee,
Helen J. Strauss Trust
Dr. Anthony O. Roberts

Sch D - 1
<PAGE> 50
Exhibit A-1

FORM OF OPINION OF SHAW, PITTMAN, POTTS & TROWBRIDGE
TO BE DELIVERED PURSUANT TO SECTION 5(b)

September , 1996

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as U.S. Representatives of the several U.S. Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Merrill Lynch International
Donaldson, Lufkin & Jenrette
Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

We have acted as counsel for (i) Snyder Communications, Inc.,
a Delaware corporation (the "Company"), (ii) Snyder Communications, L.P., a
Delaware

A-1-1
<PAGE> 51
limited partnership (the "Partnership"), and (ii) Snyder Marketing Services,
Inc., a Delaware Corporation and the corporate general partner of the
Partnership ("SMS," and, together with the Partnership, the "Subsidiaries," any
one a "Subsidiary"), in connection with the issuance, sale and delivery by the
Company of 4,038,162 shares (the "Company Shares") of common stock, $0.001 par
value per share (the "Common Stock"), and the sale and delivery by the Initial
Selling Shareholder of 3,761,838 shares of Common Stock (the "Selling
Shareholder Shares" and collectively with the Company Shares, the "Shares') to
(x) the several U.S. Underwriters listed on Schedule A to the U.S. Purchase
Agreement (the "U.S. Purchase Agreement'), dated September __, 1996, among
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities, as Representatives of the several U.S.
Underwriters, the Company, SMS, the Partnership and the Selling Shareholders as
listed on Schedule B to the U.S. Purchase Agreement, and (y) the several
International Managers listed on Schedule A to the International Purchase
Agreement (the "International Purchase Agreement" and, collectively with the
U.S. Purchase Agreement, the "Purchase Agreements"), dated September __, 1996,
among Merrill Lynch International, Donaldson Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities, as Lead
Managers of the several International Managers, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the Company, SMS, the Partnership and the Selling
Shareholders as listed on Schedule B to the U.S. Purchase Agreement.

This opinion letter is furnished pursuant to Section 5(b) of
the Purchase Agreements. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Purchase Agreements.

We have participated in the preparation of the Registration
Statement on Form S-1 (Registration Statement No. 333-7495) filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. In rendering our opinions, we have also examined the
following.

i. the Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of
Delaware on June 25, 1996, as certified by the
Secretary of State of the State of Delaware on
September __, 1996 (the "Certificate of
Incorporation");

ii. the Bylaws of the Company as adopted by the Company
on June 28, 1996 and as in effect on the date hereof,
as certified by the Secretary of the Company as of
the date hereof (the "Bylaws");

iii. the Certificate of Limited Partnership of the
Partnership, as certified by the Secretary of State
of the State of Delaware on September __, 1996;

A-1-2
<PAGE> 52
iv. the Agreement of Limited Partnership of the
Partnership, dated as of __________________, as
amended on, in effect on the date hereof and as
certified by an officer of SMS as the corporate
general partner of the Partnership as of the date
hereof (the "Partnership Agreement");

v. the Certificate of Incorporation of SMS, as filed
with the Secretary of State of the State of Delaware
on January 29, 1987, as amended, as certified by the
Secretary of State of the State of Delaware on
September __, 1996;

vi. the Registration Statement;

vii. each Preliminary Prospectus;

viii. each Prospectus;

ix. the U.S. Purchase Agreement;

x. the International Purchase Agreement;

xi. the Custodian Agreement, dated September __, 1996, by
and among each of the Selling Shareholders and
American Stock Transfer and Trust Company,

xii. Written Consents of the Board of Directors of the
Company dated as of June 28, 1996, July 1, 1996,
September 4, 1996; a written consent of the sole
stockholder of the Company dated as of September 4,
1996; and resolutions adopted by the Board of
Directors of the Company on September __, 1996; all
as certified by the Secretary of the Company;

xiii. Resolutions of the Incorporator of SMS, dated as of
February 11, 1987; Written Consents of the Board of
Directors of SMS, dated as of February 1, 1987,
December 16, 1988, February 1, 1988, March 17, 1989,
June 27, 1991, July 29, 1994, May 17, 1995, May 26,
1995, December 26, 1995, June 28, 1996, June 30,
1996, August 30, 1996 and September 4, 1996;
Resolutions of the Board of Directors of SMS dated as
of August 29, 1994; and Written Consents of the
Stockholders of SMS dated as of December 16, 1988,
June 27, 1991, and June 28, 1996;

A-1-3
<PAGE> 53
xiv. the certificate of an officer of the Company dated as
of the date hereof as to certain factual matters (the
"Officer Certificate");

xv. the certificate of an officer of SMS as the corporate
general partner of the Partnership dated as of the
date hereof (the "Partnership Certificate");

xvi. the certificate of an officer of SMS dated as of the
date hereof (the "SMS Certificate");

xvii. a specimen of the certificate representing the Common
Stock as certified by the Secretary of the Company as
of the date hereof;

xviii. the Exchange Agreement dated September __, 1996,
among the Company, SMS, the Partnership, the
stockholders of SMS and the limited partners of the
Partnership;

xix. the certificates, statements and representations made
by officers of the Company pursuant to the Purchase
Agreements (the "Closing Certificates"); and

xx. such other documents and instruments as we determined
to be necessary in order to give the opinions set
forth below.

In our examination of the foregoing, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as certified, photostatic or facsimile copies and the
authenticity of the originals of such latter documents, and the legal capacity
of natural persons. Except as set forth above, our examination did not include
any review of the files, documents or internal records of the Company or the
Subsidiaries.

A-1-4
<PAGE> 54
existence and good standing of the Company are based solely upon the certified
Certificate of Incorporation of the Company and the Company Good Standing
Certificates. Our opinions with respect to the valid existence and good
standing of the Partnership are based solely upon the certified Certificate of
Limited Partnership of the Partnership and the Partnership Good Standing
Certificates. Our opinions with respect to the due incorporation valid
existence and good standing of SMS are based solely upon the certified
Certificate of Incorporation of SMS and the SMS Good Standing Certificate. All
of the opinions referenced in this paragraph are rendered as of the respective
dates of such certificates. We also have made such inquiry of officers and
representatives of the Company and the Subsidiaries as we determined to be
necessary in order to give such opinions.

In rendering this opinion, we have assumed that each party
(other than the Company and the Subsidiaries) that has executed or will execute
an agreement to which the Company or any Subsidiary is a party has all
requisite power and authority and has taken all necessary action to execute and
deliver such agreement and to perform the transactions contemplated thereby,
and that each such agreement is the legal, valid and binding obligation of such
parties (other than the Company and the Subsidiaries) enforceable against such
parties in accordance with its terms.

In basing our opinions and other matters set forth herein on
"our knowledge" or matters "known to us," the words "our knowledge" or "known
to us," or other words to that effect, signify that, in the course of our
representation of the Company and the Subsidiaries in matters with respect to
which we have been engaged by the Company and the Subsidiaries as legal
counsel, no information has come to our attention that would give us actual
knowledge that any such opinions or other matters are not accurate or that any
of the information on which we have relied is not accurate and complete.
Except as otherwise stated herein, we have undertaken no investigation or
verification of such matters. We have not undertaken to communicate the
substance or details of this transaction to all attorneys in our firm who have
performed services for the Company or the Subsidiaries as counsel on other
matters. The words "our knowledge" or "known to us," or other words to that
effect used herein, are intended to be limited to the actual knowledge of those
attorneys in our firm who are familiar with the substance of this opinion and
the proposed transaction and other related matters.

Based upon the foregoing and subject to the limitations and
qualifications hereinafter set forth, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Delaware.

2. The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as
described in the

A-1-5
<PAGE> 55
Prospectuses and to enter into and perform its obligations
under the U.S. Purchase Agreement and the International
Purchase Agreement.

3. The Company is in good standing in each jurisdiction that
issued a Company Good Standing Certificate.

4. The authorized, issued and outstanding capital stock of the
Company after giving effect to the Reorganization is as set
forth in the Prospectuses in the column entitled "Pro Forma"
under the caption "Capitalization" (except for subsequent
issuances, if any, pursuant to the U.S. Purchase Agreement and
the International Purchase Agreement or pursuant to
reservations, agreements or employee benefit plans referred to
in the Prospectuses or pursuant to the exercise of convertible
securities or options referred to in the Prospectuses); the
shares of issued and outstanding capital stock of the Company
outstanding prior to the issuance of the Company Shares have
been duly authorized and validly issued and are fully paid and
non-assessable and no holder of the Company Shares is or will
be subject to personal liability by reason of being such a
holder; the Company Shares have been duly authorized and, when
issued and delivered to the U.S. Underwriters and the
International Managers in accordance with the terms of the
U.S. Purchase Agreement and the International Purchase
Agreement, will be validly issued, fully paid and
nonassessable; and none of the outstanding shares of capital
stock of the Company was issued in violation of any preemptive
rights under the General Corporation Law of the State of
Delaware.

5. To our knowledge, when issued and delivered to the U.S.
Underwriters and the International Managers against payment
therefor in accordance with the terms of the U.S. Purchase
Agreement and the International Purchase Agreement, the
issuance and sale of the Company Shares by the Company will
not be subject to any preemptive or other similar contractual
rights that would entitle any person to acquire any of the
Company Shares upon the issuance and sale by the Company.

6. Each of the Subsidiaries has been duly organized and is
validly existing as a corporation or partnership, as the case
may be, in good standing under the laws of the State of
Delaware, has corporate or partnership, as the case may be,
power and authority to own, lease and operate its properties
and to conduct its business as described in the Prospectuses
and is duly qualified as a foreign corporation or partnership,
as the case may be, to transact business and is in good
standing in each jurisdiction that issued a Partnership Good
Standing Certificate or an SMS Good Standing Certificate, as
the case may be.

A-1-6
<PAGE> 56
7. All of the issued and outstanding capital stock of SMS has
been duly authorized and validly issued, is fully paid and
non-assessable and, based upon our review of the capital stock
records of SMS, is owned by the Company directly, free and
clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. All of the partnership
interests are authorized under the Partnership Agreement and,
based upon our review of the Partnership's records, are owned
by SMS as the corporate general partner and by the Company as
the sole limited partner, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or
equity. None of the outstanding shares of capital stock of
SMS was issued in violation of any preemptive rights under the
General Corporation Law of the State of Delaware. The only
subsidiaries of the Company are SMS and the Partnership.

8. The U.S. Purchase Agreement and the International Purchase
Agreement have been duly authorized, executed and delivered by
the Company and each Subsidiary. The performance by the
Company and each Subsidiary of their respective obligations
under the U.S. Purchase Agreement and the International
Purchase Agreement and the consummation of the transactions
contemplated therein and compliance by the Company and each
Subsidiary with their obligations under the U.S. Purchase
Agreement and the International Purchase Agreement have been
duly authorized by the Company and each Subsidiary,
respectively.

9. The Registration Statement was declared effective under the
1933 Act on September __, 1996, the U.S. Prospectus was filed
with the Commission pursuant to Rule 424(b) of the 1933 Act
Regulations on September __, 1996 and, to our knowledge, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose
is pending or threatened by the Commission.

10. The Registration Statement and the Prospectuses as of their
respective effective or issue dates (except for the financial
statements and the notes thereto and the supporting schedules
and other financial data included therein, as to which we
express no opinion) comply as to form in all material respects
with the requirements of the 1933 Act and the 1933 Act
Regulations.

11. The form of certificate used to evidence the Common Stock
complies in all material respects with the requirements of the
General Corporation Law of the State of Delaware, any
applicable requirements of the Certificate of Incorporation
and Bylaws of the Company and the requirements of the New York
Stock Exchange.

A-1-7
<PAGE> 57
12. To our knowledge, except as set forth in the Prospectuses,
there is not pending any action, suit, proceeding, inquiry or
investigation to which the Company or any Subsidiary is a
party, or to which the property of the Company or any
Subsidiary is subject, before or brought by any court or
governmental agency or body, domestic or foreign which might
reasonably be expected to result in a Material Adverse Effect,
or which might reasonably be expected to materially and
adversely affect the properties or assets of the Company and
its Subsidiaries considered as one enterprise, or the
consummation of the transactions contemplated in the U.S.
Purchase Agreement and the International Purchase Agreement or
the Exchange Agreement or the performance by the Company or
any Subsidiary of their respective obligations thereunder.

13. The information in the Prospectuses under "Risk Factors -
Government Regulation," "Risk Factors - Shares Eligible For
Future Sale; Registration Rights," "Risk Factors - Effect of
Certain Charter and Bylaw Provisions," "Business - Services -
Consumer Markets - Contractual Relationship With AT&T,"
"Business - Services - Business Markets - Contractual
Relationship With MCI," "Business - Government Regulation,"
"Business - Facilities," "Business - Legal Proceedings,"
"Management - Limitation of Liability and Indemnification,"
"Description of Capital Stock," "Shares Eligible for Future
Resale," and "Certain United States Federal Income Tax
Consequences to Non-United States Holders" and in the
Registration Statement under Item 14 and Item 15, to the
extent that it describes matters of law, summaries of legal
matters, the Company's Certificate of Incorporation or Bylaws,
or legal proceedings, or legal conclusions, has been reviewed
by us and is correct in all material respects.

14. To our knowledge, there are no statutes or regulations that
are required to be described in the Prospectuses that are not
described as required.

15. The descriptions in the Prospectuses of contracts and other
legal documents to which the Company or any Subsidiary is a
party are accurate in all material respects. To our
knowledge, there are no franchises, contracts, indentures,
mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Prospectuses or
to be filed as exhibits thereto other than those described or
referred to in the Prospectuses or filed as exhibits to the
Registration Statement, and the descriptions thereof or
references thereto are accurate in all material respects.

A-1-8
<PAGE> 58
Partnership Agreement, and no default by the Company or any
Subsidiary exists in the due performance or observance of any
material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument that
is described or referred to in the Registration Statement or
the Prospectuses or filed as an exhibit to the Registration
Statement.

17. No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any domestic
court or governmental authority or agency (other than under
the 1933 Act and the 1933 Act Regulations and the Securities
Exchange Act of 1934, which have been obtained, or as may be
required under the securities or blue sky laws of the various
states, as to which we express no opinion) is necessary or
required in connection with the due authorization, execution
and delivery of the U.S. Purchase Agreement and the
International Purchase Agreement by the Company and each of
the Subsidiaries, or for the offering, issuance, sale or
delivery by the Company of the Company Shares to the U.S.
Underwriters and the International Managers in accordance with
the U.S. Purchase Agreement and the International Purchase
Agreement.

18. The execution, delivery and performance of the U.S. Purchase
Agreement and the International Purchase Agreement by the
Company and each of the Subsidiaries, and the consummation of
the transactions contemplated therein by the Company and the
Subsidiaries, and the compliance by the Company and each
Subsidiary with their respective obligations under the U.S.
Purchase Agreement and the International Purchase Agreement,
do not and will not, whether with or without the giving of
notice or lapse of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined in
Section 1(a)(xi) of the Purchase Agreements) under or, to our
knowledge, result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the
Company or any Subsidiary under any indenture, mortgage, deed
of trust, note agreement or other agreement or instrument to
which the Company or any Subsidiary is a party or by which any
of them or their properties is or may be bound, or to which
any of them or their properties may be subject, that is filed
as an exhibit to the Registration Statement or which is
otherwise known to us, except for such conflicts, breaches or
defaults or liens, charges or encumbrances that would not have
a Material Adverse Effect, nor will such action result in any
violation of the provisions of the Certificate of
Incorporation or Bylaws or Partnership Agreement, as the case
may be, of the Company or any Subsidiary or any applicable
law, statute, rule, regulation (other than the blue sky or
securities laws or regulations of the various states, as to
which we express

A-1-9
<PAGE> 59
no opinion), judgment, order, writ or decree, known to us, of
any government, government instrumentality or court, domestic
or foreign, having jurisdiction over the Company or any
Subsidiary or any of their respective properties, assets or
operations.

19. To our knowledge, other than as described in the Prospectuses,
there are no persons with registration rights or other similar
rights to have any securities registered pursuant to the
Registration Statement or otherwise registered by the Company
under the 1933 Act (other than rights which have been waived
or satisfied).

20. The Reorganization has been consummated in accordance with the
Exchange Agreement and in accordance with applicable law.

21. None of the Company or the Subsidiaries is, and, immediately
after receiving the proceeds from the sale of the Company
Shares, will be an "investment company" or an entity
"controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended.

The foregoing opinions are, with your concurrence, predicated
upon and qualified by the following:

a. The foregoing opinions are based upon and are limited
to the Delaware General Corporation Law, the Delaware
Revised Uniform Limited Partnership Act and the
relevant laws of the United States of America, except
that the opinions rendered in paragraph _ above, to
the extent they discuss the enforceability of the
Purchase Agreements are also based upon and are
limited to the laws of the State of New York. We
render no opinion with respect to the laws of any
other jurisdiction.

b. Except to the extent expressly set forth above, in
rendering the opinions set forth herein we have
relied upon the assumptions set forth in Section 4 of
the Third-Party Legal Opinion Report, including the
Legal Opinion Accord, of the Section of Business Law
of the American Bar Association, dated 1991 (the
"Accord") and, except to the extent expressly set
forth above, this opinion does not address the legal
issues set forth in Section 19 of the Accord.

c. Our opinion is based upon and limited to laws and
regulations as in effect on the date of this letter,
and our knowledge of the facts

A-1-10
<PAGE> 60
relevant to such opinions as of the date of this
letter. We assume no obligation to update the
opinions set forth herein.

d. Our opinions are limited to the matters set forth in
this letter, and no other opinions should be inferred
beyond the matters expressly stated.

Except as agreed by us in writing, this opinion letter is
solely for the benefit of the addressees shown on the first page hereof and may
be relied upon solely by such addressees for the purposes for which it is being
furnished. Without our express permission, this opinion letter may not be
used, circulated, quoted or otherwise referred to for any purpose except as
stated herein, except that reference may be made to this letter in the list of
closing documents pertaining to the offerings contemplated in the U.S. Purchase
Agreement and the International Purchase Agreement.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

A-1-11
<PAGE> 61
Exhibit A-2

September __, 1996

Ladies and Gentlemen:

We have acted as counsel for (i) Snyder Communications, Inc.,
a Delaware corporation (the "Company"), (ii) Snyder Communications, L.P., a
Delaware limited partnership (the "Partnership"), and (iii) Snyder Marketing
Services, Inc., a Delaware Corporation and the corporate general partner of the
Partnership ("SMS," and, together with the Partnership, the "Subsidiaries," any
one a "Subsidiary"), in connection with the issuance, sale and delivery by the
Company of 4,038,162 shares (the "Company

A-2-1
<PAGE> 62
Shares") of common stock, $0.001 par value per share (the "Common Stock"), and
the sale and delivery by the Initial Selling Shareholder of 3,761,838 shares
(the "Selling Shareholder Shares" and, collectively with the Company Shares,
the "Shares") of Common Stock to (x) the several U.S. Underwriters listed on
Schedule A to the U.S. Purchase Agreement (the "U.S. Purchase Agreement"),
dated September __, 1996, among Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Donaldson Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities, as
Representatives of the several U.S. Underwriters, the Company, SMS, the
Partnership and the Selling Shareholders as listed on Schedule B to the U.S.
Purchase Agreement, and (y) the several International Managers listed on
Schedule A to the International Purchase Agreement (the "International Purchase
Agreement" and collectively with the U.S. Purchase Agreement, the "Purchase
Agreements"), dated September __, 1996, among Merrill Lynch International,
Donaldson Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities, as Lead Managers of the several
International Managers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, the
Company, SMS, the Partnership and the Selling Shareholders as listed on
Schedule B to the International Purchase Agreement.

This letter is furnished pursuant to Section 5(b) of the
Purchase Agreements. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Purchase Agreements.

Because the primary purpose of our professional engagement was
not to establish or confirm factual matters or financial or accounting matters
and because of the wholly or partially non-legal character of many of the
statements contained in the Registration Statement or the Prospectuses, we are
not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectuses and we make no representation that we have
independently verified the accuracy, completeness or fairness of such
statements. Without limiting the foregoing, we assume no responsibility for,
and have not independently verified, the accuracy, completeness or fairness of
the financial statements and the notes thereto and the schedules and other
financial data included in the Registration Statement and we have not examined
the accounting or financial records from which such financial statements,
notes, schedules and data are derived.

However, on the basis of our participation, as counsel to the
Company and to the Subsidiaries, with representatives of the Company and the
Subsidiaries in the preparation of the Registration Statement and the
Prospectuses, and our participation with representatives of the Company, its
independent public accountants and the Underwriters at meetings in which the
contents of the Registration Statement and the Prospectuses and related matters
were discussed and the examination by us of such corporate records, statutes,
documents and questions of law as we deemed necessary, but without independent
verification by us of the accuracy, completeness and fairness of the statements
contained in the Registration Statement and the Prospectuses, and without

A-2-2
<PAGE> 63
commenting as to the financial statements and the notes thereto and the
schedules and other financial data included therein, nothing has come to our
attention that would lead us to believe that the Registration Statement, at the
time it became effective under the Securities Act, contained an untrue
statement of material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
that the Prospectuses, or any amendment or supplement thereto (except for the
financial statements and the notes thereto and the schedules and other
financial data included therein or omitted therefrom, as to which we make no
statement), as of its date and as of the Closing Time, contained or contains
any untrue statement of material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

Except as agreed by us in writing, this letter is solely for
the benefit of the addressees shown on the first page hereof and may be relied
upon solely by such addressees for the purposes for which it is being
furnished. Without our express permission, this letter may not be used,
circulated, quoted or otherwise referred to for any purpose except as stated
herein, except that reference may be made to this letter in the U.S. Purchase
Agreement and the International Purchase Agreement and on the list of closing
documents pertaining to the offerings contemplated in the U.S. Purchase
Agreement and the International Purchase Agreement. We assume no obligation to
update the statements contained herein.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

A-2-3
<PAGE> 64
Exhibit B

FORM OF OPINION OF COUNSEL FOR THE SELLING SHAREHOLDERS
TO BE DELIVERED PURSUANT TO SECTION 5(c)

September __, 1996

Merrill Lynch International
Donaldson, Lufkin & Jenrette Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

B-1
<PAGE> 65
collectively referred to herein as the "SPPT Selling Shareholders" and any one
is referred to herein as an "SPPT Selling Shareholder"), in connection with the
issuance, sale and delivery by Snyder Communications, Inc., a Delaware
corporation (the "Company"), of 4,038,162 shares (the "Company Shares") of
common stock, $0.001 par value per share (the "Common Stock"), of the Company
and the sale and delivery by the Initial Selling Shareholder of 3,761,838
shares of Common Stock, and the sale and delivery by Mr. Snyder, Ms. Snyder and
USN of 499,113, 175,127 and 454,618 shares of Common Stock, respectively, (the
shares of Common Stock to be sold by the Selling Shareholders are collectively
referred to herein as the "Selling Shareholder Shares" and the Company Shares
and the Selling Shareholder Shares are collectively referred to herein as the
"Shares") to (x) the several U.S. Underwriters listed on Schedule A to the U.S.
Purchase Agreement (the "U.S. Purchase Agreement") dated September __, 1996,
among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities, as Representatives of the several U.S.
Underwriters, the Company, Snyder Marketing Services, Inc., a Delaware
corporation ("SMS"), Snyder Communications, L.P., a Delaware limited
partnership (the "Partnership"), and the Selling Shareholders as listed on
Schedule B to the U.S. Purchase Agreement, and (y) the several International
Managers listed on Schedule A to the International Purchase Agreement (the
"International Purchase Agreement" and, collectively with the U.S. Purchase
Agreement, the "Purchase Agreements"), dated September __, 1996, among Merrill
Lynch International, Donaldson Lufkin & Jenrette Securities Corporation, Allen
& Company Incorporated and Montgomery Securities, as Lead Managers of the
several International Managers, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, the Company, SMS, the Partnership and the Selling Shareholders as
listed on Schedule B to the International Purchase Agreement.

This opinion letter is furnished pursuant to Section 5(c) of
the Purchase Agreements. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Purchase Agreements.

(i) the Registration Statement;

(ii) each Preliminary Prospectus;

(iii) each Prospectus;

(iv) the U.S. Purchase Agreement;

B-2
<PAGE> 66
(v) the International Purchase Agreement;

(vi) the certificates of the SPPT Selling Shareholders
dated as of the date hereof as to certain factual
matters (the "Selling Shareholders Certificate");

(vii) the Exchange Agreement dated September _, 1996, among
the Company, SMS, the Partnership, the stockholders
of SMS and the limited partners of the Partnership;

(viii) the Custodian Agreement dated September __, 1996, by
and among each of the Selling Shareholders and
American Stock Transfer and Trust Company (the
"Custody Agreement");

(ix) the Power of Attorney granted by each of the Initial
Selling Shareholder, Ms, Snyder and USN to Daniel M.
Snyder (collectively, the "Powers of Attorney"); and

(x) such other documents and instruments as we
determined to be necessary in order to give the
opinions set forth below.

As to any facts material to the opinions expressed herein, we
have relied upon, among other things, the representations made by the SPPT
Selling Shareholders in the Purchase Agreements and the Selling Shareholders
Certificate.

In rendering this opinion, we have assumed that each party
(other than the SPPT Selling Shareholders) that has executed or will execute an
agreement to which any SPPT Selling Shareholder is a party has all requisite
power and authority and has taken all necessary action to execute and deliver
such agreement and to perform the transactions contemplated thereby, and that
each such agreement is the legal, valid and binding obligation of such parties
(other than the SPPT Selling Shareholders) enforceable against such parties in
accordance with its terms.

B-3
<PAGE> 67
Selling Shareholders in matters with respect to which we have been engaged by
the SPPT Selling Shareholders as legal counsel, no information has come to our
attention that would give us actual knowledge that any such opinions or other
matters are not accurate or that any of the information on which we have relied
is not accurate and complete. Except as otherwise stated herein, we have
undertaken no investigation or verification of such matters. We have not
undertaken to communicate the substance or details of this transaction to all
attorneys in our firm who have performed services for the SPPT Selling
Shareholders as counsel on other matters. The words "our knowledge" or "known
to us," or other words to that effect used herein, are intended to be limited
to the actual knowledge of those attorneys in our firm who are familiar with
the substance of this opinion and the proposed transaction and other related
matters.

Based upon the foregoing and subject to the limitations and
qualifications hereinafter set forth we are of the opinion that:

1. No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree
of, any domestic court or governmental authority or
agency (other than under the 1933 Act and the 1933
Act Regulations and the Securities Exchange Act of
1934, which have been obtained, or as may be required
under the securities or blue sky laws of the various
states, as to which we express no opinion) is
necessary or required by the SPPT Selling
Shareholders for the performance by such SPPT Selling
Shareholder of his, her or its obligations under the
U.S. Purchase Agreement, the International Purchase
Agreement, in the Power of Attorney executed by such
SPPT Selling Shareholder, if any, and the Custody
Agreement, or in connection with the valid offering,
sale or delivery by the SPPT Selling Shareholders of
the Selling Shareholder Shares to the U.S.
Underwriters and the International Managers in
accordance with the U.S. Purchase Agreement and the
International Purchase Agreement.

2. Each of the Powers of Attorney and the Custody
Agreement has been duly executed and delivered by
each of the SPPT Selling Shareholders named therein
and constitutes the legal, valid and binding
agreement of such SPPT Selling Shareholder,
enforceable in accordance with its terms, subject to
the qualification that the enforceability of the SPPT
Selling Shareholders' obligations under the Powers of
Attorney and Custody Agreement may be limited by
bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating
to or affecting creditors' rights generally, and by
general equitable principles (whether applied by a
court of law or equity).

B-4
<PAGE> 68
3. The U.S. Purchase Agreement and the International
Purchase Agreement have been duly authorized,
executed and delivered by or on behalf of each SPPT
Selling Shareholder.

4. Daniel M. Snyder has been duly authorized as an
Attorney-in-Fact by each of the Initial Selling
Shareholder, Ms. Snyder and USN to deliver the
Shares to be sold by such SPPT Selling Shareholder on
his, her or its behalf in accordance with the terms
of the U.S. Purchase Agreement and the International
Purchase Agreement.

5. The execution, delivery and performance of the U.S.
Purchase Agreement, the International Purchase
Agreement, the Power of Attorney granted by certain
of the SPPT Selling Shareholders and the Custody
Agreement, the consummation of the transactions
contemplated in the U.S. Purchase Agreement and the
International Purchase Agreement and the compliance
by each of the SPPT Selling Shareholders with their
respective obligations under the U.S. Purchase
Agreement and the International Purchase Agreement
have been duly authorized by all necessary action on
the part of such SPPT Selling Shareholders.

6. By delivery of a certificate or certificates, each
SPPT Selling Shareholder will transfer to the
Underwriters who have purchased such Shares pursuant
to the U.S. Purchase Agreement and the International
Purchase Agreement (without notice of any defect in
the title of such SPPT Selling Shareholder and who
are otherwise bona fide purchasers for purposes of
the Uniform Commercial Code) valid and marketable
title to the Shares to be sold by such SPPT Selling
Shareholder pursuant to the Purchase Agreements, free
and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.

The foregoing opinions are, with your concurrence, predicated
upon and qualified by following:

a. The foregoing opinions are based upon and are
limited to the Delaware General Corporation
Law, the Delaware Revised Uniform Limited
Partnership Act and the relevant laws of the
United States of America, except that the
opinions rendered in paragraph one above, to
the extent that they discuss the
enforceability of the Custody Agreement, are
also based upon and are limited to the laws
of the State of New York. We render no
opinion with respect to the laws of any other
jurisdiction.

B-5
<PAGE> 69
b. Except to the extent expressly set forth
above, in rendering the opinions set forth
herein we have relied upon the assumptions
set forth in Section 4 of the Third-Party
Legal Opinion Report, including the Legal
Opinion Accord, of the Section of Business
Law of the American Bar Association, dated
1991 (the "Accord") and, except to the extent
expressly set forth in Section 19 of the
Accord.

c. Our opinion is based upon and limited to laws
and regulations as in effect on the date of
this letter, and our knowledge of the facts
relevant to such opinions as of the date of
this letter. We assume no obligation to
update the opinions set forth herein.

d. Our opinions are limited to the matters set
forth in this letter, and no other opinions
should be inferred beyond the matters
expressly stated.

Except as agreed by us in writing, this opinion letter is
solely for the benefit of the addressees shown on the first page hereof and may
be relied upon solely by such addressees for the purposes for which it is being
furnished. Without out express permission, this opinion letter may not be
used, circulated, quoted or otherwise referred to for any purpose except as
stated herein, except that reference may be made to this letter in the list of
closing documents pertaining to the offerings contemplated in the U.S. Purchase
Agreement and the International Purchase Agreement.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

B-6
<PAGE> 70
Exhibit C

FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER
SHAREHOLDERS PURSUANT TO SECTION 5(k)

September ___, 1996

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES
as U.S. Representatives of the several
U.S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Re: Proposed Public Offering by Snyder Communications, Inc.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director]* of
Snyder Communications, Inc., a Delaware corporation (the "Company"),
understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and Donaldson, Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities propose to
enter into a U.S. Purchase Agreement (the "U.S. Purchase Agreement") with the
Company and the other parties named therein providing for the public offering
of shares (the "Securities") of the Company's common stock, par value $.001 per
share (the "Common Stock"). In recognition of the benefit that such an
offering will confer upon the undersigned as a stockholder [and an officer
and/or director]* of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees with each

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

* Delete or revise bracketed language as appropriate.

C-1
<PAGE> 71
underwriter to be named in the U.S. Purchase Agreement that, during a period of
180 days from the date of the U.S. Purchase Agreement, the undersigned will
not, without the prior written consent of Merrill Lynch, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of, or otherwise dispose of or transfer
any shares of the Company's Common Stock or any securities convertible into or
exchangeable or exercisable for Common Stock, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or file any registration statement
under the Securities Act of 1933, as amended, with respect to any of the
foregoing or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities,
in cash or otherwise.

[Notwithstanding the foregoing, the undersigned may, at any time after
30 days from the date of the Closing Time (as defined in the U.S. Purchase
Agreement), pledge as security for borrowed money [up to 50% of]* the shares of
Common Stock then owned by the undersigned to any commercial banking
institution that is a member of the Federal Reserve System or any institutional
lender that makes loans secured by margin securities in the ordinary course of
business having combined capital and surplus in excess of $500,000,000 (a
"Pledgee") as long as such Pledgee shall have agreed in writing to be bound by
the obligations and restrictions applicable to the Common Stock under Section
1(b)(vi) of the U.S. Purchase Agreement and the U.S. Representatives shall have
received an agreement substantially in the form of Exhibit D to the U.S.
Purchase Agreement signed by such Pledgee.]**

Very truly yours,

Signature:
-----------------------

Print Name:
----------------------

- --------------------
* Include in the case of any lock-up agreement of any Executive Selling
Shareholder.

** Include in the case of any lock-up agreement of any Executive Selling
Shareholder and USN College Marketing, L.P. or its partners.

C-2
<PAGE> 72
Exhibit D

FORM OF LOCK-UP FROM PLEDGEE PURSUANT TO SECTION 1(b)(vi)

[month and day], 199_

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES
as U.S. Representatives of the several
U.S. Underwriters named in the
within-mentioned U.S. Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Re: Public Offering by Snyder Communications, Inc.

Dear Sirs:

The undersigned, a pledgee of shares (the "Pledged Shares") of Common
Stock, par value $.001 per share, of Snyder Communications, Inc., a Delaware
corporation (the "Company"), understands that Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Donaldson,
Lufkin & Jenrette Securities Corporation, Allen & Company Incorporated and
Montgomery Securities have entered into a U.S. Purchase Agreement, dated
September ___, 1996 (the "U.S. Purchase Agreement"), with the Company and the
other parties named therein providing for the public offering of shares of the
Company's Common Stock. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter named in the U.S. Purchase Agreement that, during a period of 180
days from the date of the U.S. Purchase Agreement, the undersigned will not,
without the prior written consent of Merrill Lynch, directly or indirectly, (i)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any Pledged Shares or any
securities convertible into

D-1
<PAGE> 73
or exchangeable or exercisable for any Pledged Shares, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or file any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of any Pledged Shares, whether any such swap
or transaction is to be settled by delivery of any Pledged Shares or other
securities, in cash or otherwise.

Very truly yours,

[name of Pledgee]

By:
--------------------------
Name:
Title:

D-2

<PAGE> 1
EXHIBIT 1.2

========================================================================

SNYDER COMMUNICATIONS, INC.
(a Delaware corporation)

1,560,000 Shares of Common Stock

INTERNATIONAL PURCHASE AGREEMENT

Dated: September ___, 1996

========================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
INTERNATIONAL PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Representations and Warranties by the Company and the Subsidiaries . . . . . . . . . . . . . . 4
(i) Compliance with Registration Requirements . . . . . . . . . . . . . . . . . . . . . . 4
(ii) Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(iii) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(iv) No Material Adverse Change in Business . . . . . . . . . . . . . . . . . . . . . . . 6
(v) Good Standing of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(vi) Good Standing of Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(vii) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(viii) Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(ix) Authorization and Description of Securities . . . . . . . . . . . . . . . . . . . . . 8
(x) Reorganization and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xi) Absence of Defaults and Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(xii) Absence of Labor Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xiii) Absence of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xiv) Accuracy of Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xv) Possession of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . 9
(xvi) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xvii) Possession of Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . 10
(xviii) Title to Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(xix) Compliance with Cuba Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xx) Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxi) Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(xxii) Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiii) Certain Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxiv) Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxv) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(xxvi) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(b) Representations, Warranties and Covenants by the Selling Shareholders . . . . . . . . . . . 13
(i) Authorization of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(ii) Good and Marketable Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(iii) Due Execution of Power of Attorney and Custody Agreement . . . . . . . . . . . . . 14
(iv) Absence of Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(v) Absence of Further Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(vi) Restriction on Sale of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 15
(vii) Certificates Suitable for Transfer . . . . . . . . . . . . . . . . . . . . . . . . 15
(viii) No Association with NASD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(c) Additional Representations and Warranties by the Executive Selling Shareholders . . . . . . 16
(d) Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(e) Agreements of the International Managers . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2. Sale and Delivery to International Managers; Closing. . . . . . . . . . . . . . . . . . . . 17
(a) Initial Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C> <C>
(b) Option Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(c) Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(d) Denominations; Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Appointment of Qualified Independent Underwriter. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3. Covenants of the Company and the Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Compliance with Securities Regulations and Commission Requests . . . . . . . . . . . . . . . 19
(b) Filing of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(c) Delivery of Registration Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(d) Delivery of Prospectuses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(e) Continued Compliance with Securities Laws . . . . . . . . . . . . . . . . . . . . . . . . . 20
(f) Blue Sky Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(g) Rule 158 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(h) Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(i) Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(j) Restriction on Sale of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(k) Reporting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(l) Compliance with NASD Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(m) Compliance with Rule 463 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(a) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Expenses of the Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(c) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Allocation of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5. Conditions of International Managers' Obligations . . . . . . . . . . . . . . . . . . . . . 24
(a) Effectiveness of Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Opinion of Counsel for Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) Opinion of Counsel for the Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . 25
(d) Opinion of Counsel for International Managers . . . . . . . . . . . . . . . . . . . . . . . 25
(e) Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(f) Certificate of Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(g) Accountant's Comfort Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(h) Bring-down Comfort Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(i) Approval of Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(j) No Objection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(k) Lock-up Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(l) Reorganization and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(m) Form W-9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(n) Purchase of Initial U.S. Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(o) Conditions to Purchase of International Option Securities . . . . . . . . . . . . . . . . . 27
(p) Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(q) Termination of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(a) Indemnification of International Managers. . . . . . . . . . . . . . . . . . . . . . . . . . 29
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
(b) Indemnification of International Managers by the Non-Executive Selling Shareholders . . . . 32
(c) Indemnification of Company, Directors and Officers and Selling Shareholders . . . . . . . . 32
(d) Actions against Parties; Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(e) Settlement without Consent if Failure to Reimburse . . . . . . . . . . . . . . . . . . . . . 34
(f) Other Agreements with Respect to Indemnification . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7. Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8. Representations, Warranties and Agreements to Survive Delivery . . . . . . . . . . . . . . . 36
SECTION 9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(a) Termination; General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(b) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 10. Default by One or More of the International Managers . . . . . . . . . . . . . . . . . . . . 37
SECTION 11. Default by One or More of the Selling Shareholders or the Company. . . . . . . . . . . . . . 38
SECTION 12. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 13. Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 14. GOVERNING LAW AND TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 15. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

SCHEDULES
Schedule A - List of International Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch A-1
Schedule B - List of Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch B-1
Schedule C - Pricing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sch C-1
Schedule D - List of Persons Subject to Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . . Sch D-1

EXHIBITS
Exhibit A - Form of Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Form of Opinion of Selling Shareholders' Counsel . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C- Form of Lock-up Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Form of Pledgee Lock-up Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

iii
<PAGE> 5

SNYDER COMMUNICATIONS, INC.

(a Delaware corporation)

1,560,000 Shares of Common Stock

(Par Value $.001 Per Share)

INTERNATIONAL PURCHASE AGREEMENT

September ___, 1996

MERRILL LYNCH INTERNATIONAL
Donaldson, Lufkin & Jenrette
Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

Snyder Communications, Inc., a Delaware corporation (the "Company"),
Snyder Marketing Services, Inc., a Delaware corporation ("SMS"), Snyder
Communications, L.P., a Delaware limited partnership (the "Partnership" and,
together with SMS, the "Subsidiaries"), and the persons listed in Schedule B
hereto (collectively, the "Selling Shareholders") confirm their respective
agreements with Merrill Lynch International ("Merrill Lynch") and each of the
other international underwriters named in Schedule A hereto (collectively, the
"International Managers", which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch, Donaldson, Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities are acting as representatives (in such
capacity, the "Lead Managers"), with respect to (i) the sale by the Company and
Gerald S. Snyder (the "Initial Selling Shareholder"), acting severally and not
jointly, and the purchase by the International Managers, acting severally and
not jointly, of the respective numbers of shares of Common Stock, par value
$.001 per share, of the Company ("Common Stock") set forth in Schedules A and B
hereto and (ii) the grant by the Selling Shareholders other
<PAGE> 6
than the Initial Selling Shareholder (collectively, the "Option Selling
Shareholders") to the International Managers, acting severally and not jointly,
of the option described in Section 2(b) hereof to purchase all or any part of
234,000 additional shares of Common Stock to cover over-allotments, if any.
The aforesaid 1,560,000 shares of Common Stock (the "Initial International
Securities") to be purchased by the International Managers and all or any part
of the 234,000 shares of Common Stock subject to the option described in
Section 2(b) hereof (the "International Option Securities") are hereinafter
called, collectively, the "International Securities".

It is understood that the Company, the Subsidiaries and the Selling
Shareholders are concurrently entering into an agreement dated the date hereof
(the "U.S. Purchase Agreement") providing for the offering by the Company and
the Initial Selling Shareholder, acting severally and not jointly, of an
aggregate of 6,240,000 shares of Common Stock (the "Initial U.S. Securities")
through arrangements with certain underwriters in the United States and Canada
(the "U.S. Underwriters") for which Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities are acting
as representatives (the "U.S. Representatives") and the grant by the Option
Selling Shareholders to the U.S. Underwriters, acting severally and not
jointly, of an option to purchase all or any part of the U.S. Underwriters' pro
rata portion of up to 936,000 additional shares of Common Stock solely to cover
over-allotments, if any (the "U.S. Option Securities" and, together with the
International Option Securities, the "Option Securities"). The Initial U.S.
Securities and the U.S. Option Securities are hereinafter called the "U.S.
Securities". It is understood that the Company is not obligated to sell and
the International Managers are not obligated to purchase, any Initial
International Securities unless all of the Initial U.S. Securities are
contemporaneously purchased by the U.S. Underwriters.

The International Managers and the U.S. Underwriters are hereinafter
collectively called the "Underwriters", the Initial International Securities
and the Initial U.S. Securities are hereinafter collectively called the
"Initial Securities", and the International Securities and the U.S. Securities
are hereinafter collectively called the "Securities".

The Underwriters will concurrently enter into an Intersyndicate
Agreement of even date herewith (the "Intersyndicate Agreement") providing for
the coordination of certain transactions among the Underwriters under the
direction of Merrill Lynch & Co.,

2
<PAGE> 7
Merrill Lynch, Pierce, Fenner & Smith Incorporated (in such capacity, the
"Global Coordinator").

The Company, the Subsidiaries and the Selling Shareholders understand
that the International Managers propose to make an offering of the
International Securities as soon as the Lead Managers deem advisable after this
Agreement has been executed and delivered.

The Company, the Subsidiaries, the Selling Shareholders and the
International Managers understand that up to 468,000 shares of the Initial U.S.
Securities to be purchased by the U.S. Underwriters (the "Reserved Securities")
shall be reserved for sale at the public offering price by the U.S.
Underwriters to certain eligible employees and other persons, as part of the
distribution of the U.S. Securities by the U.S. Underwriters, subject to the
terms of the U.S. Purchase Agreement, the applicable rules, regulations and
interpretations of the National Association of Securities Dealers, Inc. (the
"NASD") and all other applicable laws, rules and regulations. To the extent
that such Reserved Securities are not orally confirmed for purchase by such
eligible employees and other persons by the end of the first business day after
the date of the U.S. Purchase Agreement, such Reserved Securities may be
offered to the public by the U.S. Underwriters as part of the public offering
contemplated by the U.S. Purchase Agreement.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-7495) covering the
registration of the Securities under the Securities Act of 1933, as amended
(the "1933 Act"), including the related preliminary prospectus or prospectuses.
Promptly after execution and delivery of this Agreement, the Company will
either (i) prepare and file a prospectus in accordance with the provisions of
Rule 430A ("Rule 430A") of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule
424(b)") of the 1933 Act Regulations or (ii) if the Company has elected to rely
upon Rule 434 ("Rule 434") of the 1933 Act Regulations, prepare and file a term
sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule
424(b). Two forms of prospectus are to be used in connection with the offering
and sale of the Securities: one relating to the International Securities (the
"Form of International Prospectus") and one relating to the U.S. Securities
(the "Form of U.S. Prospectus"). The Form of International Prospectus is
identical to the Form of U.S. Prospectus, except for the front cover and back
cover pages and the information under the caption "Underwriting". The
information included in any such prospectus or in any such Term Sheet, as the
case may be, that was omitted from such registration statement at the time it
became effective but that is deemed to be part of such registration statement
at the time it became effective (a) pursuant to paragraph (b) of Rule 430A is
referred to as "Rule 430A Information" or (b) pursuant to paragraph (d) of Rule
434 is referred to as "Rule 434 Information." Each Form of International
Prospectus and Form of U.S. Prospectus used before such registration statement
became effective, and any prospectus

3
<PAGE> 8
that omitted, as applicable, the Rule 430A Information or the Rule 434
Information, that was used after such effectiveness and prior to the execution
and delivery of this Agreement, is herein called a "preliminary prospectus."
Such registration statement, including the exhibits thereto and schedules
thereto at the time it became effective and including the Rule 430A Information
and the Rule 434 Information, as applicable, is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the
1933 Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final Form of
International Prospectus and the final Form of U.S. Prospectus in the forms
first furnished to the Underwriters for use in connection with the offering of
the Securities are herein called the "International Prospectus" and the "U.S.
Prospectus," respectively, and collectively, the "Prospectuses." If Rule 434
is relied on, the terms "International Prospectus" and "U.S. Prospectus" shall
refer to the preliminary International Prospectus dated September 4, 1996 and
preliminary U.S. Prospectus dated September 4, 1996, respectively, each
together with the applicable Term Sheet, and all references in this Agreement
to the date of such Prospectuses shall mean the date of the applicable Term
Sheet. For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus, the International Prospectus, the U.S.
Prospectus or any Term Sheet or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").

Capitalized terms used herein without definition have the respective
meanings specified therefor in the Prospectuses.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company and the
Subsidiaries. Each of the Company and the Subsidiaries, jointly and severally,
represents and warrants to each International Manager as of the date hereof, as
of the Closing Time referred to in Section 2(c) hereof, and as of each Date of
Delivery (if any) referred to in Section 2(b), hereof and agrees with each
International Manager, as follows:

4
<PAGE> 9
At the respective times the Registration Statement, any Rule
462(b) Registration Statement and any post-effective amendments
thereto became effective and at the Closing Time (and, if any
International Option Securities are purchased, at the Date of
Delivery), the Registration Statement, the Rule 462(b) Registration
Statement and any amendments and supplements thereto complied and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations and did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. Neither of the Prospectuses nor any
amendments or supplements thereto, at the time the Prospectuses or any
amendments or supplements thereto were issued and at the Closing Time
(and, if any International Option Securities are purchased, at the
Date of Delivery), included or will include an untrue statement of a
material fact or omitted or will omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If Rule 434
is used, the Company will comply with the requirements of Rule 434 and
the Prospectuses shall not be "materially different", as such term is
used in Rule 434, from the prospectuses included in the Registration
Statement at the time it became effective. The representations and
warranties in this subsection shall not apply to statements in or
omissions from the Registration Statement or the International
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any International Manager
through the Lead Managers expressly for use in the Registration
Statement or the International Prospectus.

(viii) Authorization. This Agreement and the U.S. Purchase
Agreement have been duly authorized, executed and delivered by the
Company and each Subsidiary. The performance of this Agreement and
the U.S. Purchase Agreement and the consummation of the transactions
contemplated in this Agreement, the U.S. Purchase Agreement and the
Registration Statement (including the issuance and sale of the
Securities and the use of the proceeds from the sale of the Securities
as described in the Prospectuses under the caption "Use Of Proceeds"
and the consummation of the Reorganization and the Distribution) and
compliance by the Company and each Subsidiary with its obligations
under

7
<PAGE> 12
this Agreement and the U.S. Purchase Agreement have been duly
authorized by the Company and each Subsidiary, respectively.

(ix) Authorization and Description of Securities. The
Securities to be purchased by the International Managers and the U.S.
Underwriters from the Company have been duly authorized for issuance
and sale to the International Managers pursuant to this Agreement and
the U.S. Underwriters pursuant to the U.S. Purchase Agreement,
respectively, and, when issued and delivered by the Company pursuant
to this Agreement and the U.S. Purchase Agreement, respectively,
against payment of the consideration set forth herein and the U.S.
Purchase Agreement, respectively, will be validly issued, fully paid
and non-assessable; the Common Stock conforms to all statements
relating thereto contained in the Prospectuses and such description
conforms to the rights set forth in the instruments defining the same;
no holder of the Securities will be subject to personal liability by
reason of being such a holder; and the issuance of the Securities is
not subject to the preemptive or other similar rights of any
securityholder of the Company.

(x) Reorganization and Distribution. The Reorganization and
the Distribution have occurred.

(xi) Absence of Defaults and Conflicts. Neither the Company
nor any Subsidiary is in violation of its charter or by-laws or
partnership agreement, as the case may be, or in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Company or any Subsidiary is a party or by
which any of them may be bound, or to which any of the property or
assets of the Company or any Subsidiary is subject (collectively,
"Agreements and Instruments") except for such defaults that would not
result in a Material Adverse Effect; and the execution, delivery and
performance of this Agreement and the U.S. Purchase Agreement and the
consummation of the transactions contemplated in this Agreement, the
U.S. Purchase Agreement and in the Registration Statement (including
the Reorganization and the Distribution, the issuance and sale of the
Securities and the use of the proceeds from the sale of the Securities
as described in the Prospectuses under the caption "Use of Proceeds")
and compliance by the Company and each Subsidiary with its obligations
under this Agreement and the U.S. Purchase Agreement have been duly
authorized by all necessary corporate or partnership, as the case may
be, action and do not and will not, whether with or without the giving
of notice or passage of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined below) under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any
Subsidiary pursuant to, the Agreements and Instruments (except for
such conflicts, breaches or defaults or liens, charges or

8
<PAGE> 13
encumbrances that would not result in a Material Adverse Effect), nor
will such action result in any violation of the provisions of the
charter or by-laws or partnership agreement, as the case may be, of
the Company or any Subsidiary or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of their
assets, properties or operations. As used herein, a "Repayment Event"
means any event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company
or any Subsidiary.

(xiii) Absence of Proceedings. There is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company or any Subsidiary, threatened, against or
affecting the Company or any Subsidiary, which is required to be
disclosed in the Registration Statement (other than as disclosed
therein), or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to
materially and adversely affect the properties or assets thereof or
the consummation of the transactions contemplated in this Agreement
and the U.S. Purchase Agreement, the Reorganization, the Distribution
or the performance by the Company or any Subsidiary of its obligations
hereunder or thereunder; the aggregate of all pending legal or
governmental proceedings to which the Company or any Subsidiary is a
party or of which any of their respective property or assets is the
subject which are not described in the Registration Statement,
including ordinary routine litigation incidental to the business,
could not reasonably be expected to result in a Material Adverse
Effect.

(xvi) Absence of Further Requirements. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required by or on behalf of the Company or any
Subsidiary for the performance by the Company or any Subsidiary of its
obligations hereunder, in connection with the offering, issuance or
sale of the Securities under this Agreement and the U.S. Purchase
Agreement or the consummation of the transactions contemplated by this
Agreement and the U.S. Purchase Agreement, the Reorganization or the
Distribution except such as have been already obtained or as may be
required under the 1933 Act or the 1933 Act Regulations and foreign or
state securities or blue sky laws.

10
<PAGE> 15
Prospectuses, including those disclosed in the financial statements
and the related notes included therein, or (b) do not, singly or in
the aggregate, materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property
by the Company or any Subsidiary; and all of the leases and subleases
material to the business of the Company and its subsidiaries,
considered as one enterprise, and under which the Company or any
Subsidiary holds properties described in the Prospectuses, are in full
force and effect, and neither the Company nor any Subsidiary has any
notice of any material claim of any sort that has been asserted by
anyone adverse to the rights of the Company or any Subsidiary under
any of the leases or subleases mentioned above, or affecting or
questioning the rights of the Company or any Subsidiary to the
continued possession of the leased or subleased premises under any
such lease or sublease.

11
<PAGE> 16
noncompliance or violation, investigation or proceedings relating to
any Environmental Law against the Company or any Subsidiary and (D)
there are no events or circumstances that might reasonably be expected
to form the basis of an order for clean-up or remediation, or an
action, suit or proceeding by any private party or governmental body
or agency, against or affecting the Company or any Subsidiary relating
to Hazardous Materials or any Environmental Laws.

12
<PAGE> 17
provided for in the financial statements referred to in Section
1(a)(iii) hereof in respect of all material federal, state, local and
foreign taxes for all periods as to which the tax liability of the
Company or any Subsidiary has not been finally determined or remains
open to examination by applicable taxing authorities. SMS elected to
be treated as an S corporation under Section 1362(a) of the Code (an
"S Corporation") effective January 1, 1996, and has been an S
Corporation at all times since such effective date through the date of
the effectiveness of the Reorganization. The Partnership has not at
any time been treated as an association taxable as a corporation for
federal, state, local and foreign tax purposes, and is and has been
since its inception treated as a partnership for such purposes. No
material taxes have been or will be imposed on the Company or any
Subsidiary in connection with the consummation of the transactions
contemplated in this Agreement and the U.S. Purchase Agreement, the
Reorganization, the Distribution or the performance by the Company or
any Subsidiary of its obligations hereunder or thereunder.

(b) Representations, Warranties and Covenants by the Selling
Shareholders. Each Selling Shareholder severally represents and warrants to
each International Manager as of the date hereof, as of the Closing Time, and,
if the Selling Shareholder is selling International Option Securities on a Date
of Delivery, as of each such Date of Delivery, and agrees with each
International Manager, as follows:

(i) Authorization of Agreements. Each Selling
Shareholder has the full right, power and authority to enter into this
Agreement and a Power of Attorney and Custody Agreement (the "Power of
Attorney and Custody Agreement") and to sell, transfer and deliver the
Securities to be sold by such Selling Shareholder hereunder. The
execution and delivery of this Agreement, the U.S. Purchase Agreement
and the Power of Attorney and Custody Agreement and the sale and
delivery of the Securities to be sold by such Selling Shareholder and
the consummation of the transactions contemplated herein, in the U.S.
Purchase Agreement and in the Registration Statement and compliance by
such Selling Shareholder with its obligations hereunder have been duly
authorized by each Selling Shareholder that is not an individual and
do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any tax,
lien, charge or encumbrance upon the Securities to be sold by such
Selling Shareholder, nor will such action result in any violation of
the provisions of the charter or by-laws or other organizational
instrument of such Selling Shareholder, if applicable, or any
applicable treaty, law, statute, rule, regulation,

13
<PAGE> 18
judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction
over such Selling Shareholder or any of its properties.

(ii) Good and Marketable Title. Such Selling Shareholder
has and will at the Closing Time and, if any International Option
Securities are purchased, on the Date of Delivery have good and
marketable title to the Securities to be sold by such Selling
Shareholder hereunder, free and clear of any security interest,
mortgage, pledge, lien, charge, claim, equity or encumbrance of any
kind, other than pursuant to this Agreement; and upon delivery of such
Securities and payment of the purchase price therefor as herein
contemplated, assuming each such International Manager has no notice
of any adverse claim, each of the International Manager's will receive
good and marketable title to the Securities purchased by it from such
Selling Shareholder, free and clear of any security interest,
mortgage, pledge, lien, charge, claim, equity or encumbrance of any
kind.

(iii) Due Execution of Power of Attorney and Custody
Agreement. Such Selling Shareholder has duly executed and delivered,
in the forms heretofore furnished to the Lead Managers, (x) a power of
attorney with either Daniel M. Snyder or Paul A. Gould as
attorney-in-fact (each, an "Attorney-in-Fact") and (y) the Custodian
Agreement for Selling Stockholders with American Stock Transfer and
Trust Company, as custodian (the "Custodian"), (collectively, the
"Power of Attorney and Custody Agreement"); the Custodian is
authorized to deliver the Securities to be sold by such Selling
Shareholder hereunder and to accept payment therefor; and each
Attorney-in-Fact is authorized to execute and deliver this Agreement
and the certificate referred to in Section 5(f) or that may be
required pursuant to Sections 5(p) and 5(q) on behalf of such Selling
Shareholder, to sell, assign and transfer to the International
Managers the Securities to be sold by such Selling Shareholder
hereunder, to determine the purchase price to be paid by the
International Managers to such Selling Shareholder, as provided in
Section 2 hereof, to authorize the delivery of the Securities to be
sold by such Selling Shareholder hereunder, to accept payment
therefor, and otherwise to act on behalf of such Selling Shareholder
in connection with this Agreement.

14
<PAGE> 19
by such Selling Shareholder for the performance by such Selling
Shareholder of its obligations hereunder or in the Power of Attorney
and Custody Agreement, or in connection with the offering, sale and
delivery of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement and the U.S. Purchase
Agreement, except such as may have previously been made or obtained or
as may be required under the 1933 Act or the 1933 Act Regulations or
state securities laws.

(vi) Restriction on Sale of Securities. During a period
of 180 days from the date of the Prospectuses, such Selling
Shareholder will not, without the prior written consent of the Global
Coordinator, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any share of Common
Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or file any registration statement under
the 1933 Act with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of
ownership of the Common Stock, whether any such swap or transaction
described in clause (i) or (ii) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise; provided
that any Pledgor Selling Shareholder may, at any time after 30 days
from the date of the Closing Time, pledge as security for borrowed
money (x) up to 50%, in the case of any Executive Selling Shareholder,
and (y) all, in the case of USN College Marketing, L.P. or its
partners, of the shares of Common Stock then owned by such Pledgor
Selling Shareholder to any commercial banking institution that is a
member of the Federal Reserve System or any institutional lender that
makes loans secured by margin securities in the ordinary course of
business having combined capital and surplus in excess of $500,000,000
(a "Pledgee") as long as such Pledgee shall have agreed in writing to
be bound by the obligations and restrictions applicable to the Common
Stock under this Section 1(b)(vi) and the Lead Managers shall have
received an agreement substantially in the form of Exhibit D hereto
signed by such Pledgee. The foregoing sentence shall not apply to the
Securities to be sold hereunder.

(c) Additional Representations and Warranties by the Executive
Selling Shareholders. Each Executive Selling Shareholder severally represents
and warrants to each International Manager as of the date hereof, as of the
Closing Time, and, if the Selling Shareholder is selling International Option
Securities on a Date of Delivery, as of each such Date of Delivery, and agrees
with each International Manager, that, to the best knowledge of such Executive
Selling Shareholder, the representations and warranties of the Company and each
Subsidiary contained in Section 1(a) hereof are true and correct; such
Executive Selling Shareholder has reviewed and is familiar with the
Registration Statement and the Prospectuses and the Prospectuses do not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and such Executive
Selling Shareholder is not prompted to sell the Securities to be sold by such
Executive Selling Shareholder hereunder by any information concerning any of
the Company or any Subsidiary which is not set forth in the Prospectuses. The
representations and warranties in this subsection shall not apply to statements
in or omissions from the Registration Statement or the International Prospectus
made in reliance upon and in conformity with information furnished to the
Company in writing by any International Manager through the Lead Managers
expressly for use in the Registration Statement or the International
Prospectus.

(d) Officer's Certificates. Any certificate signed by any officer
of the Company or any Subsidiary delivered to the Global Coordinator, the Lead
Managers or to counsel for the International Managers shall be deemed a
representation and warranty by the Company or such Subsidiary, as the case may
be, to each International Manager as to the matters covered thereby; and any
certificate signed by or on behalf of any Selling Shareholder as such and
delivered to the Global Coordinator, the Lead Managers or to counsel for the
International Managers pursuant to the terms of this Agreement shall be deemed
a representation and warranty by such Selling Shareholder to each International
Manager as to matters covered thereby.

(e) Agreements of the International Managers. Each International
Manager, severally and not jointly, agrees with each of the Company and the
Selling Shareholders that such International Manager will not offer or sell,
directly or indirectly, International Securities, nor distribute or publish the
International Prospectus or any other offering material or advertisements in
connection with the International Securities, in or from any country or
jurisdiction except in compliance in all material respects with any applicable
rules and regulations of any such county or jurisdiction. Each International
Manager will

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<PAGE> 21
comply with all applicable laws and regulations, and make or obtain all
necessary filings, consents or approvals, in each jurisdiction in which such
International Manager offers, sells or delivers International Securities.

SECTION 2. Sale and Delivery to International Managers; Closing.

(a) Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company and the Initial Selling Shareholder, severally and not
jointly, agree to sell to each International Manager, severally and not
jointly, and each International Manager, severally and not jointly, agrees to
purchase from the Company and the Initial Selling Shareholder, at the price per
share set forth in Schedule C, that proportion of the number of Initial
International Securities set forth in Schedule B opposite the name of the
Company or the Initial Selling Shareholder, as the case may be, which the
number of Initial International Securities set forth in Schedule A opposite the
name of such International Manager, plus any additional number of Initial
International Securities which such International Manager may become obligated
to purchase pursuant to the provisions of Section 10 hereof, bears to the total
number of Initial International Securities, subject, in each case, to such
adjustments among the International Managers as the Lead Managers in their
sole discretion shall make to eliminate any sales or purchases of fractional
securities.

(b) Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Option Selling Shareholders, acting severally
and not jointly, hereby grant an option to the International Managers,
severally and not jointly, to purchase up to an additional 234,000 shares of
Common Stock, as set forth in Schedule B, at the price per share set forth in
Schedule C. The option hereby granted will expire 30 days after the date
hereof and may be exercised in whole or in part from time to time only for the
purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Initial International Securities upon notice
by the Global Coordinator to the Company and the Option Selling Shareholders
setting forth the number of International Option Securities as to which the
several International Managers are then exercising the option and the time and
date of payment and delivery for such International Option Securities. Any
such time and date of delivery for the International Option Securities (a "Date
of Delivery") shall be determined by the Global Coordinator, but shall not be
later than seven full business days after the exercise of said option, nor in
any event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the International Option Securities, each
of the International Managers, acting severally and not jointly, will purchase
that proportion of the total number of International Option Securities then
being purchased which the number of Initial International Securities set forth
in Schedule A opposite the name of such International Manager bears to the
total number of Initial International Securities, subject

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<PAGE> 22
in each case to such adjustments as the Global Coordinator in its discretion
shall make to eliminate any sales or purchases of fractional shares.

In addition, in the event that any or all of the International Option
Securities are purchased by the International Managers, payment of the purchase
price for, and delivery of certificates for, such International Option
Securities shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Global Coordinator and the Company, on each Date
of Delivery as specified in the notice from the Global Coordinator to the
Company and the Option Selling Shareholders.

Payment shall be made to the Company and the Selling Shareholders by
wire transfer of immediately available funds to bank account(s) designated by
the Company and the Custodian pursuant to each Selling Shareholder's Power of
Attorney and Custody Agreement, as the case may be, against delivery to the
Lead Managers for the respective accounts of the International Managers of
certificates for the International Securities to be purchased by them. It is
understood that each International Manager has authorized the Lead Managers,
for its account, to accept delivery of, receipt for, and make payment of the
purchase price for, the Initial International Securities and the International
Option Securities, if any, which it has agreed to purchase. Merrill Lynch,
individually and not as representative of the International Managers, may (but
shall not be obligated to) make payment of the purchase price for the Initial
International Securities or the International Option Securities, if any, to be
purchased by any International Manager whose funds have not been received by
the Closing Time or the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such International Manager from its obligations
hereunder.

(d) Denominations; Registration. Certificates for the Initial
International Securities and the International Option Securities, if any, shall
be in such denominations and registered in such names as the Lead Managers may
request in writing at least one full business day before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates for the
Initial International Securities and the International Option Securities, if
any, will be made available for examination and packaging by the Lead Managers
in The City of New York not later than 10:00 A.M. (Eastern time) on the

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<PAGE> 23
business day prior to the Closing Time or the relevant Date of Delivery, as the
case may be.

(e) Appointment of Qualified Independent Underwriter. The Company,
the Subsidiaries and the Selling Shareholders hereby confirm their engagement
of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch (NY)") as, and Merrill Lynch (NY) hereby confirms its agreement
with the Company, the Subsidiaries and the Selling Shareholders to render
services as, a "qualified independent underwriter" within the meaning of Rule
2720 of the Conduct Rules of the NASD with respect to the offering and sale of
the International Securities. Merrill Lynch (NY), solely in its capacity as
qualified independent underwriter and not otherwise, is referred to herein as
the "Independent Underwriter".

SECTION 3. Covenants of the Company and the Subsidiaries. Each
of the Company and the Subsidiaries, jointly and severally, covenants with each
International Manager as follows:

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<PAGE> 24
prospectus included in the Registration Statement at the time it
became effective or to the Prospectuses, will furnish the Global
Coordinator with copies of any such documents a reasonable amount of
time prior to such proposed filing or use, as the case may be, and
will not file or use any such document to which the Global Coordinator
or counsel for the International Managers shall object.

(c) Delivery of Registration Statements. The Company and
the Subsidiaries have furnished or will deliver to the Lead Managers
and counsel for the International Managers, without charge, signed
copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated
by reference therein) and signed copies of all consents and
certificates of experts, and will also deliver to the Lead Managers,
without charge, a conformed copy of the Registration Statement as
originally filed and of each amendment thereto (without exhibits) for
each of the International Managers. The copies of the Registration
Statement and each amendment thereto furnished to the International
Managers will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S-T.

(d) Delivery of Prospectuses. The Company and the
Subsidiaries have delivered to each International Manager, without
charge, as many copies of each preliminary prospectus as such
International Manager reasonably requested, and the Company and the
Subsidiaries hereby consent to the use of such copies for purposes
permitted by the 1933 Act. The Company and the Subsidiaries will
furnish to each International Manager, without charge, during the
period when the International Prospectus is required to be delivered
under the 1933 Act or the Securities Exchange Act of 1934, as amended
(the "1934 Act"), such number of copies of the International
Prospectus (as amended or supplemented) as such International Manager
may reasonably request. The International Prospectus and any
amendments or supplements thereto furnished to the International
Managers will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S-T.

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<PAGE> 25
order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser,
or if it shall be necessary, in the opinion of such counsel, at any
such time to amend the Registration Statement or amend or supplement
any Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company and the Subsidiaries will
promptly prepare and file with the Commission, subject to Section 3(b)
hereof, such amendment or supplement as may be necessary to correct
such statement or omission or to make the Registration Statement or
the Prospectuses comply with such requirements, and the Company and
the Subsidiaries will furnish to the International Managers such
number of copies of such amendment or supplement as the International
Managers may reasonably request.

(f) Blue Sky Qualifications. The Company and the
Subsidiaries will use their best efforts, in cooperation with the
International Managers, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may
designate and to maintain such qualifications in effect for such
period after the effective date of the Registration Statement and any
Rule 462(b) Registration Statement as the Prospectuses are required by
the 1933 Act or such state securities laws to be delivered in
connection with sales of the Securities by any underwriter or dealer;
provided, however, that neither the Company nor any Subsidiary shall
be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the
Securities have been so qualified, the Company and the Subsidiaries
will file such statements and reports as may be required by the laws
of such jurisdiction to continue such qualification in effect for the
period specified above.

(i) Listing. The Company and the Subsidiaries will use
their best efforts to effect the listing of the Common Stock
(including the Securities) on the New York Stock Exchange.

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<PAGE> 26
(j) Restriction on Sale of Securities. During a period
of 180 days from the date of the Prospectuses, neither the Company nor
any Subsidiary will, without the prior written consent of the Global
Coordinator, (i) directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of any share of Common Stock or any
securities convertible into or exercisable or exchangeable for Common
Stock or file any registration statement under the 1933 Act with
respect to any of the foregoing or (ii) enter into any swap or any
other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of
the Common Stock, whether any such swap or transaction described in
clause (i) or (ii) above is to be settled by delivery of Common Stock
or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (A) the Securities to be sold hereunder or
under the U.S. Purchase Agreement, (B) any options to purchase shares
of Common Stock granted or shares of Common Stock sold pursuant to
any employee benefit plan of the Company whether existing at the date
of this Agreement or adopted subsequent hereto and the filing of any
registration statement on Form S-8 related thereto or (C) any option
or warrant to purchase shares of Common Stock or shares of Common
Stock issued or sold in connection with an acquisition by the Company
and the filing of any registration statement on Form S-4 in connection
therewith as long as all executive officers, directors and other
affiliates of the person being acquired have agreed in writing to be
bound by the obligations and restrictions of the foregoing sentence of
this Section 3(j).

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<PAGE> 27
(m) Compliance with Rule 463. The Company and the
Subsidiaries will file with the Commission such reports on Form SR as
may be required pursuant to Rule 463 of the 1933 Act Regulations.

SECTION 4. Payment of Expenses. (a) Expenses. The Company and
the Subsidiaries, jointly and severally, will pay all expenses incident to the
performance of their obligations under this Agreement, including (i) the
preparation, printing (or reproduction) and filing of the Registration
Statement (including financial statements and exhibits) as originally filed and
of each amendment thereto, (ii) the preparation, printing (or reproduction) and
delivery to the Underwriters of this Agreement, any Agreement among
Underwriters and such other documents as may be required in connection with the
offering, purchase, sale, issuance or delivery of the Securities, (iii) the
preparation, issuance and delivery of the certificates for the Securities to
the Underwriters, including any stock or other transfer taxes and any stamp or
other duties payable upon the sale, issuance or delivery of the Securities to
the Underwriters and the transfer of the Securities between the U.S.
Underwriters and the International Managers, (iv) the fees and disbursements of
the Company's counsel, accountants and other advisors, (v) the qualification of
the Securities under securities laws in accordance with the provisions of
Section 3(f) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey and any supplement
thereto, (vi) the printing and delivery to the Underwriters of copies of each
preliminary prospectus, any Term Sheets and of the Prospectuses and any
amendments or supplements thereto, (vii) the preparation, printing (or
reproduction) and delivery to the Underwriters of copies of the Blue Sky Survey
and any supplement thereto, (viii) the fees and expenses of any transfer agent
or registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the NASD of the terms of the sale of the Securities, (x)
the fees and expenses incurred in connection with the listing of the Securities
on the New York Stock Exchange and (xi) the fees and expenses of the
Independent Underwriter.

(b) Expenses of the Selling Shareholders. The Selling
Shareholders, severally and not jointly, will pay all expenses incident to the
performance of their respective obligations under, and the consummation of the
transactions contemplated by, this Agreement, including (i) any stamp duties,
capital duties and stock transfer taxes, if any, payable upon the sale of the
Securities to the International Managers, and their transfer between
Underwriters pursuant to any agreement between Underwriters, and (ii) the fees
and disbursements of their respective counsel and accountants.

(c) Termination of Agreement. If this Agreement is terminated by the
Lead Managers in accordance with the provisions of Section 5 (other than
Section 5(j)), Section 9(a)(i) or Section 11 hereof, the Company, the
Subsidiaries and the Selling Shareholders, severally and not jointly, shall
reimburse the International Managers for all

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<PAGE> 28
of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the International Managers.

SECTION 5. Conditions of International Managers' Obligations.
The obligations of the several International Managers hereunder are subject to
the accuracy of the representations and warranties of the Company, the
Subsidiaries and the Selling Shareholders contained in Section 1 hereof or in
certificates of any officer of the Company or any Subsidiary or by or on behalf
of any Selling Shareholder delivered pursuant to the provisions hereof, to the
performance by the Company and each Subsidiary of its covenants and other
obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The
Registration Statement, including any Rule 462(b) Registration
Statement, has become effective and at Closing Time no stop order
suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to
the reasonable satisfaction of counsel to the International Managers.
A prospectus containing the Rule 430A Information shall have been
filed with the Commission in accordance with Rule 424(b) (or a
post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of
Rule 430A) or, if the Company has elected to rely upon Rule 434, a
Term Sheet shall have been filed with the Commission in accordance
with Rule 424(b).

(b) Opinion of Counsel for Company. At Closing Time, the
Lead Managers shall have received the favorable opinion and letter, in
each case dated as of Closing Time, of Shaw, Pittman, Potts &
Trowbridge, counsel for the Company, in form and substance
satisfactory to counsel for the International Managers, together with
signed or reproduced copies of such opinion and letter for each of the
other International Managers to the effect set forth in Exhibit A-1
and Exhibit A-2, respectively, hereto. In giving such opinion such
counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal
law of the United States and the General Corporation Law and the
Revised Uniform Limited Partnership Act of the State of Delaware, upon
the opinions of counsel satisfactory to the Lead Managers. Such
counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and
certificates of public officials.

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<PAGE> 29
(c) Opinion of Counsel for the Selling Shareholders. At
Closing Time, the Lead Managers shall have received (i) the favorable
opinion, dated as of Closing Time, of Shaw, Pittman, Potts &
Trowbridge, counsel for the Initial Selling Shareholder and the
Pledgor Selling Shareholders, and (ii) the favorable opinion, dated as
of Closing Time, of Werbel & Carnelutti, counsel for the other Selling
Shareholders, in each case in form and substance satisfactory to
counsel for the International Managers, together with signed or
reproduced copies of such letter for each of the other International
Managers, to the effect set forth in Exhibit B hereto, in the case of
Shaw, Pittman, Potts & Trowbridge, and to the effect set forth in
clauses 1 through 6, inclusive, of Exhibit B hereto, in the case of
Werbel & Carnelutti. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the
law of the State of New York, the federal law of the United States and
the General Corporation Law and the Revised Uniform Limited
Partnership Act of the State of Delaware, upon the opinions of counsel
satisfactory to the Lead Managers. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to
the extent they deem proper, upon certificates of the Selling
Shareholders or officers of the Company and its subsidiaries and
certificates of public officials.

(d) Opinion of Counsel for International Managers. At
Closing Time, the Lead Managers shall have received the favorable
opinion, dated as of Closing Time, of Debevoise & Plimpton, counsel
for the International Managers, together with signed or reproduced
copies of such letter for each of the other International Managers
with respect to the matters set forth in clauses 1, 2, 4 (as to the
second and third clauses thereof), 5 (solely as to preemptive or other
similar rights arising by operation of law or under the charter or
by-laws of the Company), 8 through 10, inclusive, 11, 13 (solely as to
the information in the Prospectus under "Description of Capital Stock
-- Common Stock") and the fourth paragraph of Exhibit A-2 hereto. In
giving such opinion such counsel may rely, as to all matters governed
by the laws of jurisdictions other than the law of the State of New
York, the federal law of the United States and the General Corporation
Law and the Revised Uniform Limited Partnership Act of the State of
Delaware, upon the opinions of counsel satisfactory to the Lead
Managers. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and its
subsidiaries and certificates of public officials.

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<PAGE> 30
the chief financial or chief accounting officer of the Company, (y)
the President or a Vice President of SMS and of the chief financial or
chief accounting officer of SMS and (z) the President or a Vice
President of the Partnership and of the chief financial or chief
accounting officer of the Partnership, in each case dated as of
Closing Time and to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in
Section 1(a) hereof are true and correct with the same force and
effect as though expressly made at and as of Closing Time, (iii) the
Company, SMS or the Partnership, as the case may be, has complied with
all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to Closing Time, and (iv) no stop
order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted
or are pending or are contemplated by the Commission.

(f) Certificate of Selling Shareholders. At the Closing
Time, the Lead Managers shall have received a certificate of each of
Daniel M. Snyder and Paul A. Gould, in each case as a Selling
Shareholder, and of an Attorney-in-Fact on behalf of each other
Selling Shareholder, dated as of Closing Time, to the effect that (i)
the representations and warranties of each Selling Shareholder
contained in Section 1(b) and Section 1(c) hereof, as the case may be,
hereof are true and correct in all respects with the same force and
effect as though expressly made at and as of Closing Time and (ii)
each Selling Shareholder has complied in all material respects with
all agreements and all conditions on its part to be performed under
this Agreement at or prior to Closing Time.

(g) Accountant's Comfort Letter. At the time of the
execution of this Agreement, the Lead Managers shall have received
from Arthur Andersen LLP a letter dated such date, in form and
substance satisfactory to the Lead Managers, together with signed or
reproduced copies of such letter for each of the other International
Managers containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information
contained in the Registration Statement and the Prospectuses.

(h) Bring-down Comfort Letter. At Closing Time, the Lead
Managers shall have received from Arthur Andersen L.L.P. a letter,
dated as of Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (g) of
this Section, except that the specified date referred to shall be a
date not more than three business days prior to Closing Time.

(i) Approval of Listing. At Closing Time, the Securities
shall have been approved for listing on the New York Stock Exchange,
subject only to official notice of issuance.

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<PAGE> 31
(j) No Objection. The NASD shall not have raised any
objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(k) Lock-up Agreements. At the date of this Agreement,
the Lead Managers shall have received an agreement substantially in
the form of Exhibit C hereto signed by the persons listed on Schedule
D hereto.

(l) Reorganization and Distribution. Prior to the time
of the execution of this Agreement, the Reorganization and the
Distribution shall have occurred.

(m) Form W-9. At or prior to Closing Time, the Lead
Managers shall have received from each Selling Shareholder a properly
completed and executed United States Treasury Form W-9.

(n) Purchase of Initial U.S. Securities.
Contemporaneously with the purchase by the International Managers of
the Initial International Securities under this Agreement, the U.S.
Underwriters shall have purchased the Initial U.S. Securities under
the U.S. Purchase Agreement.

(o) Conditions to Purchase of International Option
Securities. In the event that the International Managers exercise
their option provided in Section 2(b) hereof to purchase all or any
portion of the International Option Securities, the representations
and warranties of the Company, the Subsidiaries and the Selling
Shareholders contained herein and the statements in any certificates
furnished by the Company, the Subsidiaries and the Selling
Shareholders hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, and the Lead Managers
shall have received:

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<PAGE> 32
delivered at Closing Time pursuant to Section 5(f) hereof
remains true and correct as of such Date of Delivery.

(iii) Opinion of Counsel for Company. The favorable opinion
of Shaw, Pittman, Potts & Trowbridge, counsel for the Company,
in form and substance satisfactory to counsel for the
International Managers, dated such Date of Delivery, relating
to the International Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(b) hereof.

(iv) Opinion of Counsel for the Selling Shareholders. The
favorable opinion of (A) Shaw, Pittman, Potts & Trowbridge,
counsel for the Initial Selling Shareholder and the Pledgor
Selling Shareholders, and (B) Werbel & Carnelutti, counsel
for the other Selling Shareholders, in each case in form and
substance satisfactory to counsel for the International
Managers, dated such Date of Delivery, relating to the
International Option Securities to be purchased on such Date
of Delivery and otherwise to the same effect as the respective
opinions required by Section 5(c) hereof.

(v) Opinion of Counsel for International Managers. The
favorable opinion of Debevoise & Plimpton, counsel for the
International Managers, dated such Date of Delivery, relating
to the International Option Securities to be purchased on such
Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(d) hereof.

(vi) Bring-down Comfort Letter. A letter from Arthur
Andersen LLP, in form and substance satisfactory to the Lead
Managers and dated such Date of Delivery, substantially in the
same form and substance as the letter furnished to the Lead
Managers pursuant to Section 5(g) hereof, except that the
"specified date" in the letter furnished pursuant to this
paragraph shall be a date not more than five days prior to
such Date of Delivery.

(p) Additional Documents. At Closing Time and at each Date of
Delivery, counsel for the International Managers shall have been furnished with
such documents and opinions as they may require for the purpose of enabling
them to pass upon the issuance and sale of the Securities as herein
contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company, the Subsidiaries
and the Selling Shareholders in connection with the issuance and sale of the
Securities as herein contemplated shall be satisfactory in form and substance
to the Lead Managers and counsel for the International Managers.

(q) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the

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<PAGE> 33
case of any condition to the purchase of International Option Securities on a
Date of Delivery which is after Closing Time, the obligations of the several
International Managers to purchase the relevant Option Securities, may be
terminated by the Lead Managers by notice to the Company at any time at or
prior to Closing Time or such Date of Delivery, as the case may be, and such
termination shall be without liability of any party to any other party except
as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive
any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of International Managers. The Company, the
Subsidiaries and the Executive Selling Shareholders, jointly and severally,
agree to indemnify and hold harmless each International Manager, its directors,
officers and employees, and each person, if any, who controls any International
Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act as follows:

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(iv) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by Merrill
Lynch), reasonably incurred in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission or in connection with any
failure or violation of the nature referred to in Section 6(a)(ii)
hereof, to the extent that any such expense is not paid under (i),
(ii) or (iii) above;

provided, however, that (a) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense (x) to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any International Manager through the Lead Managers expressly for
use in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the International Prospectus (or any amendment or
supplement thereto) and (y) with respect to any preliminary prospectus to the
extent that any such loss, liability, claim, damage or expense of such
International Manager results solely from the fact that such International
Manager sold Securities to a person as to whom the Company shall establish that
there was not sent by commercially reasonable means, at or prior to the written
confirmation of such sale, a copy of the International Prospectus in any case
where such delivery is required by the 1933 Act, if the Company has previously
furnished copies thereof in sufficient quantity to such International Manager
and the loss, claim, damage or liability of such International Manager results
from an untrue statement or omission of a material fact contained in the
preliminary prospectus that was corrected in the International Prospectus, and
(b) each Executive Selling Shareholder's aggregate liability under this Section
6 shall be limited to an amount equal to such Executive Selling Shareholder's
net proceeds (after deducting the underwriting discount, but before deducting
expenses) from the sale of such Executive Selling Shareholder's Securities
pursuant to this Agreement.

30
<PAGE> 35
Partnership and the Executive Selling Shareholders and shall seek to satisfy
such Final Judgment in full from the Company, SMS and/or the Partnership by
making a written demand upon the Company, SMS and/or the Partnership for such
satisfaction. Only in the event such Final Judgment shall remain unsatisfied
in whole or in part 45 days following the date of receipt by the Company, SMS
and/or the Partnership of such demand shall any indemnified party have the
right to take action to satisfy such Final Judgment by making demand directly
on any Executive Selling Shareholder (but only if and to the extent the
Company, SMS and/or the Partnership have not already satisfied such Final
Judgment, whether by settlement, release or otherwise). The indemnified
parties may exercise this right to first seek to obtain payment from the
Company, SMS and/or the Partnership and thereafter obtain payment from any
Executive Selling Shareholder without regard to the pursuit by any party of its
rights to the appeal of such Final Judgment. The indemnified parties shall,
however, be relieved of their obligation to first obtain a Final Judgment, seek
to obtain payment from the Company, SMS and/or the Partnership with respect to
such Final Judgment or, having sought such payment, to wait such 45 days after
failure by the Company, SMS and/or the Partnership to satisfy immediately any
such Final Judgment if (i) the Company, SMS or the Partnership files a petition
for relief under the United States Bankruptcy Code (the "Bankruptcy Code"),
(ii) an order for relief is entered against the Company, SMS or the Partnership
in an involuntary case under the Bankruptcy Code, (iii) the Company, SMS or the
Partnership makes an assignment for the benefit of its creditors, or (iv) any
court orders or approves the appointment of a receiver or custodian for the
Company, SMS or the Partnership or a substantial portion of either of their
assets. The foregoing provisions of this paragraph are not intended to require
any indemnified party to obtain a Final Judgment against the Company, SMS, the
Partnership or any Executive Selling Shareholder before obtaining reimbursement
of expenses pursuant to clause (a)(iv) of this Section 6. However, the
indemnified parties shall first seek to obtain such reimbursement in full from
the Company, SMS and/or the Partnership by making a written demand upon the
Company, SMS and/or the Partnership for such reimbursement. Only in the event
such expenses shall remain unreimbursed in whole or in part 45 days following
the date of receipt by the Company, SMS and/or the Partnership of such demand
shall any indemnified party have the right to receive reimbursement of such
expenses from any Executive Selling Shareholder by making written demand
directly on such Executive Selling Shareholder (but only if and to the extent
the Company, SMS and/or the Partnership have not already satisfied the demand
for reimbursement, whether by settlement, release or otherwise). The
indemnified parties shall, however, be relieved of their obligation to first
seek to obtain such reimbursement in full from the Company, SMS and/or the
Partnership or, having made written demand therefor, to wait such 45 days after
failure by the Company, SMS and/or the Partnership to reimburse immediately
such expenses if (i) the Company, SMS or the Partnership files a petition for
relief under the Bankruptcy Code, (ii) an order for relief is entered against
the Company, SMS or the Partnership in an involuntary case under the Bankruptcy
Code, (iii) the Company, SMS or the Partnership makes an assignment for the
benefit of its creditors, or (iv) any court orders or approves the

31
<PAGE> 36
appointment of a receiver or custodian for the Company, SMS or the Partnership
or a substantial portion of its assets.

In addition and without limitation to the Company's, each Subsidiary's
and each Executive Selling Shareholder's obligation to indemnify Merrill Lynch
(NY) as a U.S. Underwriter under the U.S. Purchase Agreement, the Company, the
Subsidiaries and the Executive Selling Shareholders, jointly and severally,
also agree to indemnify and hold harmless the Independent Underwriter and each
person, if any, who controls the Independent Underwriter within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and
against any and all losses, claims, damages, liabilities and judgments incurred
as a result of the Independent Underwriter's participation as a "qualified
independent underwriter" within the meaning of Rule 2720 of the Conduct Rules
the NASD in connection with the offering of the Securities.

(b) Indemnification of International Managers by the Non-Executive
Selling Shareholders. Each Non-Executive Selling Shareholder, severally and
not jointly, agrees to indemnify and hold harmless each International Manager,
its directors, officers and employees, and each person, if any, who controls
any International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, with respect to any untrue statement or
omission, or alleged untrue statement or omission, contained in the
Registration Statement (or any amendment thereto), including the Rule 430
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the Prospectuses (or any amendment or supplement thereto) in
reliance upon and in conformity with information furnished to the Company or
any Subsidiary in writing by or on behalf of such Non-Executive Selling
Shareholder expressly for use therein; provided, however, that (x) this
indemnity agreement shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by any International Manager
through the Lead Managers expressly for use in the Registration Statement (or
any amendment thereto), including the Rule 430A Information and the Rule 434
Information, if applicable, or any preliminary prospectus or the International
Prospectus (or any amendment or supplement thereto) and (y) each Non-Executive
Selling Shareholder's aggregate liability under this Section 6(b) shall be
limited to an amount equal to the net proceeds (after deducting the
underwriting discount, but before deducting expenses) received by such
Non-Executive Selling Shareholder from the sale of Securities pursuant to this
Agreement.

(c) Indemnification of Company, Directors and Officers and Selling
Shareholders. Each International Manager severally agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act,
and each Selling Shareholder

32
<PAGE> 37
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary International prospectus or the International
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
International Manager through the Lead Managers expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary
prospectus or the International Prospectus (or any amendment or supplement
thereto).

33
<PAGE> 38
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

(e) Settlement without Consent if Failure to Reimburse. If at any
time an indemnified party shall have requested in accordance with this
Agreement an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 6(a)(iii) hereof effected
without its written consent if (i) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, the Subsidiaries and the Selling Shareholders on the one hand and the
International Managers on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, the Subsidiaries and the Selling
Shareholders on the one hand and of the International Managers on the other
hand in connection with the statements or omissions, or in connection with any
failure or violation of the nature referred to in Section 6(a)(ii)(A) and (B)
hereof, which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company, the Subsidiaries and
the Selling Shareholders on the one hand and the International Managers on the
other hand in connection with the offering of the International Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the International
Securities pursuant to this Agreement (after deducting the underwriting
discount, but before deducting expenses) received by the Company, the
Subsidiaries and the Selling Shareholders and the total underwriting discount
received by

34
<PAGE> 39
the International Managers, in each case as set forth on the cover of the
International Prospectus, or, if Rule 434 is used, the corresponding location
on the Term Sheet, bear to the aggregate initial public offering price of the
International Securities as set forth on such cover.

The relative fault of the Company, the Subsidiaries and the Selling
Shareholders on the one hand and the International Managers on the other hand
shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company, the Subsidiaries or the Selling Shareholders or by the International
Managers and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission or any failure or
violation of the nature referred to in Section 6(a)(ii) hereof.

The Company, the Subsidiaries, the Selling Shareholders and the
International Managers agree that Merrill Lynch (NY) will not receive any
additional benefits hereunder for serving as the Independent Underwriter in
connection with the offering and sale of the International Securities.

The Company, the Subsidiaries, the Selling Shareholders and the
International Managers agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the International Managers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, (x) no International
Manager shall be required to contribute any amount in excess of the amount by
which the total price at which the International Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages which such International Manager has otherwise been required to pay
by reason of any such untrue or alleged untrue statement or omission or alleged
omission , and (y) no Non-Executive Selling Shareholder shall be required to
contribute any amount in excess of such Non-Executive Selling Shareholder's net
proceeds (after deducting the underwriting discount, but before deducting
expenses) from the sale of Securities pursuant to this Agreement.

35
<PAGE> 40
For purposes of this Section 7, each person, if any, who controls an
International Manager within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
International Manager, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The International Managers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the number of Initial
International Securities set forth opposite their respective names in Schedule
A hereto and not joint.

The provisions of this Section shall not affect any agreement among
the Company, the Subsidiaries and the Selling Shareholders with respect to
contribution.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company or any Subsidiary or
the Selling Shareholders submitted pursuant hereto, shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of any International Manager or controlling person, or by or on behalf of the
Company or any controlling person, the Subsidiaries or the Selling
Shareholders, and shall survive delivery of the Securities to the International
Managers.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Lead Managers may terminate this
Agreement, by notice to the Company, at any time at or prior to Closing Time
(i) if there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the International
Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or the
international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a
prospective change in national or international political, financial or
economic conditions, in each case the effect of which is such as to make it, in
the judgment of the Lead Managers, impracticable to market the Securities or to
enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq
National Market has been suspended or materially limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been
required, by any of said exchanges or by such system or by order of the
Commission, the NASD or any other governmental authority,

36
<PAGE> 41
or (iv) if a banking moratorium has been declared by either Federal or New York
authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that
Sections 1, 6, 7 and 8 shall survive such termination and remain in full force
and effect.

SECTION 10. Default by One or More of the International Managers. If
one or more of the International Managers shall fail at Closing Time or a Date
of Delivery to purchase the Securities which it or they are obligated to
purchase under this Agreement (the "Defaulted Securities"), the Lead Managers
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting International Managers, or any other
underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth; if, however, the Lead Managers shall not have completed such
arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed
10% of the number of International Securities to be purchased on such
date, each of the non-defaulting International Managers shall be
obligated, severally and not jointly, to purchase the full amount
thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all
non-defaulting International Managers, or

(b) if the number of Defaulted Securities exceeds 10% of
the number of International Securities to be purchased on such date,
this Agreement or, with respect to any Date of Delivery which occurs
after the Closing Time, the obligation of the International Managers
to purchase and of the Company to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without
liability on the part of any non-defaulting International Manager.

No action taken pursuant to this Section shall relieve any defaulting
International Manager from liability in respect of its default.

In the event of any such default which does not result in a
termination of this Agreement or, in the case of a Date of Delivery which is
after the Closing Time, which does not result in a termination of the
obligation of the International Managers to purchase and the Company to sell
the relevant International Option Securities, as the case may be, either the
Lead Managers or the Company shall have the right to postpone Closing Time or
the relevant Date of Delivery, as the case may be, for a period not exceeding
seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used
herein, the

37
<PAGE> 42
term "International Manager" includes any person substituted for an
International Manager under this Section 10.

SECTION 11. Default by One or More of the Selling Shareholders or the
Company. (a) If a Selling Shareholder shall fail at Closing Time or at a Date
of Delivery to sell and deliver the number of Securities that such Selling
Shareholder or Selling Shareholders are obligated to sell hereunder, the
remaining Selling Shareholders shall have the right to increase, pro rata or
otherwise, the number of Securities to be sold by them hereunder to the total
number of Securities to be sold by all Selling Shareholders as set forth in
Schedule B hereto. In the event that a Selling Shareholder shall so fail, and
the remaining Selling Shareholders do not exercise such right to increase the
number of Securities to be sold by them hereunder, then the International
Managers may, at the option of the Lead Managers, by notice from the Lead
Managers to the Company and the non-defaulting Selling Shareholders, either (i)
terminate this Agreement without any liability on the fault of any
non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8
shall remain in full force and effect or (ii) elect to purchase the Securities
which the non-defaulting Selling Shareholders have agreed to sell hereunder.
No action taken pursuant to this Section 11 shall relieve any Selling
Shareholder so defaulting from liability, if any, in respect of such default.
If the remaining Selling Shareholders exercise the right to sell the Securities
that such defaulting Selling Shareholder is obligated to sell hereunder, as
used herein the term "Selling Shareholder" shall not include such defaulting
Selling Shareholder for purposes of determining compliance with all agreements
and conditions to be performed by the Selling Shareholders hereunder.

In the event of a default by any Selling Shareholder as referred to in
this Section 11, each of the Lead Managers, the Company and the non-defaulting
Selling Shareholders shall have the right to postpone Closing Time or Date of
Delivery for a period not exceeding seven days in order to effect any required
change in the Registration Statement or Prospectuses or in any other documents
or arrangements.

SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
International Managers shall be directed to the Lead Managers at North Tower,
World Financial Center, New York, New York 10281-1201, attention of Syndicate
Operations; notices to the Company and the Subsidiaries shall be directed to
the Company at Two Democracy Center, 6903 Rockledge Drive, Fifteenth Floor,
Bethesda, Maryland 20817, attention of Brian

38
<PAGE> 43
Benhaim; and notices to the Selling Shareholders shall be directed to the
Selling Shareholders care of the Company at the foregoing address, attention of
Brian Benhaim.

SECTION 13. Parties. This Agreement shall each inure to the benefit
of and be binding upon the International Managers, the Independent Underwriter,
the Company, the Subsidiaries and the Selling Shareholders and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
International Managers, the Independent Underwriter, the Company, the
Subsidiaries and the Selling Shareholders and their respective successors and
the controlling persons and officers and directors referred to in Sections 6
and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the International
Managers, the Independent Underwriter, the Company, the Subsidiaries and the
Selling Shareholders and their respective successors, and said controlling
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Securities from any International Manager shall be deemed to be a successor by
reason merely of such purchase.

SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 15. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

39
<PAGE> 44
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Attorney-in-Fact for
the Selling Shareholders a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the International
Managers, the Independent Underwriter, the Company, the Subsidiaries and the
Selling Shareholders in accordance with its terms.

Very truly yours,

SNYDER COMMUNICATIONS, INC.

By
---------------------------
Name:
Title:

SNYDER MARKETING SERVICES, INC.

By
---------------------------
Name:
Title:

SNYDER COMMUNICATIONS, L.P.

By
---------------------------
Name:
Title:

-----------------------------
Daniel M. Snyder
As a Selling Shareholder

---------------------------
Paul A. Gould
As a Selling Shareholder

Gerald S. Snyder
USN College Marketing, L.P.
Michele D. Snyder

By
---------------------------
Daniel M. Snyder
As Attorney-in-Fact acting on behalf of
said Selling Shareholders

40
<PAGE> 45
Allen & Company Incorporated
Susan K. Allen
Susan Strauss Breen
Barry Diller
HAGC Partners, L.P.
Dan W. Lufkin
Dan W. Lufkin, Trustee,
Robert Brendan Marston
1995 Trust
Robert A. Strauss
Robert S. Strauss
Robert S. Strauss, Trustee, Helen J.
Strauss Trust

By
---------------------------
Paul A. Gould
As Attorney-in-Fact acting on behalf of
of said Selling Shareholders
CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH INTERNATIONAL
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES

By: MERRILL LYNCH INTERNATIONAL

By
-------------------------------
Authorized Signatory

For themselves and as Lead Managers of the
other International Managers named
in Schedule A hereto.

41
<PAGE> 46
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By
--------------------------------
Authorized Signatory

Solely in its capacity as Independent Underwriter

42
<PAGE> 47
SCHEDULE A

<TABLE>
<CAPTION>
Number of
Initial
International
Name of International Manager Securities
----------------------------- ----------
<S> <C>
Merrill Lynch International . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allen & Company Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . .
Montgomery Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,560,000
==========
</TABLE>

Sch A - 1
<PAGE> 48
SCHEDULE B

<TABLE>
<CAPTION>
|
Number of Initial Maximum Number of
International International Option
Securities to be Sold Securities to be Sold
--------------------- ------------------------
<S> <C> <C> <C>
Snyder Communications, Inc. . . . . . 807,632 0

Gerald S. Snyder . . . . . . . . . . 752,368 0

Daniel M. Snyder . . . . . . . . . . 0 99,823

USN College Marketing,
L.P. . . . . . . . . . . . . . . 0 90,924

Michele D. Snyder . . . . . . . . . . 0 35,025

Allen & Company Incorporated. . . . . 0 2,414

Susan K. Allen . . . . . . . . . . . 0 1,234

Susan Strauss Breen . . . . . . . . . 0 137

Barry Diller . . . . . . . . . . . . 0 823

Paul A. Gould . . . . . . . . . . . . 0 1,207

HAGC Partners, L.P. . . . . . . . . . 0 1,234

Dan W. Lufkin . . . . . . . . . . . . 0 411

Dan W. Lufkin, Trustee, Robert
Brendan Marston 1995 Trust . . . . . 0 357

Robert A. Strauss . . . . . . . . . . 0 137

Robert S. Strauss . . . . . . . . . . 0 137

Robert S. Strauss, Trustee,
Helen J. Strauss Trust . . . . . 0 137
----------- ---------

Total . . . . . . . . . . . . . . . . 1,560,000 234,000
========= =========
</TABLE>

Sch B - 1
<PAGE> 49
SCHEDULE C

SNYDER COMMUNICATIONS, INC.

1,560,000 Shares of Common Stock

(Par Value $.001 Per Share)

1. The initial public offering price per share for the
Securities, determined as provided in said Section 2, shall be $___.

2. The purchase price per share for the International
Securities to be paid by the several International Managers shall be
$___, being an amount equal to the initial public offering price set
forth above less $___ per share.

Sch C - 1
<PAGE> 50
SCHEDULE D

Sch D - 1
<PAGE> 51
Exhibit A-1

FORM OF OPINION OF SHAW, PITTMAN, POTTS & TROWBRIDGE
TO BE DELIVERED PURSUANT TO SECTION 5(b)

September , 1996

Ladies and Gentlemen:

We have acted as counsel for (i) Snyder Communications, Inc.,
a Delaware corporation (the "Company"), (ii) Snyder Communications, L.P., a
Delaware limited partnership (the "Partnership"), and (ii) Snyder Marketing
Services, Inc., a Delaware Corporation and the corporate general partner of the
Partnership ("SMS," and, together with the Partnership, the "Subsidiaries," any
one a "Subsidiary"), in connection with the issuance,

A-1-1
<PAGE> 52
sale and delivery by the Company of 4,038,162 shares (the "Company Shares") of
common stock, $0.001 par value per share (the "Common Stock"), and the sale and
delivery by the Initial Selling Shareholder of 3,761,838 shares of Common Stock
(the "Selling Shareholder Shares" and collectively with the Company Shares, the
"Shares') to (x) the several U.S. Underwriters listed on Schedule A to the U.S.
Purchase Agreement (the "U.S. Purchase Agreement'), dated September __, 1996,
among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson Lufkin & Jenrette Securities Corporation, Allen & Company
Incorporated and Montgomery Securities, as Representatives of the several U.S.
Underwriters, the Company, SMS, the Partnership and the Selling Shareholders as
listed on Schedule B to the U.S. Purchase Agreement, and (y) the several
International Managers listed on Schedule A to the International Purchase
Agreement (the "International Purchase Agreement" and, collectively with the
U.S. Purchase Agreement, the "Purchase Agreements"), dated September __, 1996,
among Merrill Lynch International, Donaldson Lufkin & Jenrette Securities
Corporation, Allen & Company Incorporated and Montgomery Securities, as Lead
Managers of the several International Managers, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, the Company, SMS, the Partnership and the Selling
Shareholders as listed on Schedule B to the U.S. Purchase Agreement.

i. the Certificate of Incorporation of the Company,
as filed with the Secretary of State of the State
of Delaware on June 25, 1996, as certified by the
Secretary of State of the State of Delaware on
September __, 1996 (the "Certificate of
Incorporation");

ii. the Bylaws of the Company as adopted by the
Company on June 28, 1996 and as in effect on the
date hereof, as certified by the Secretary of the
Company as of the date hereof (the "Bylaws");

iii. the Certificate of Limited Partnership of the
Partnership, as certified by the Secretary of
State of the State of Delaware on September __,
1996;

iv. the Agreement of Limited Partnership of the
Partnership, dated as of __________________, as
amended on, in effect on the date hereof and as
certified by an officer of SMS as the corporate

A-1-2
<PAGE> 53
general partner of the Partnership as of the
date hereof (the "Partnership Agreement");

v. the Certificate of Incorporation of SMS, as filed
with the Secretary of State of the State of
Delaware on January 29, 1987, as amended, as
certified by the Secretary of State of the State
of Delaware on September __, 1996;

vi. the Registration Statement;

vii. each Preliminary Prospectus;

viii. each Prospectus;

ix. the U.S. Purchase Agreement;

x. the International Purchase Agreement;

xi. the Custodian Agreement, dated September __,
1996, by and among each of the Selling
Shareholders and American Stock Transfer and
Trust Company,

xii. Written Consents of the Board of Directors of the
Company dated as of June 28, 1996, July 1, 1996,
September 4, 1996; a written consent of the sole
stockholder of the Company dated as of September
4, 1996; and resolutions adopted by the Board of
Directors of the Company on September __, 1996;
all as certified by the Secretary of the Company;

xiii. Resolutions of the Incorporator of SMS, dated as
of February 11, 1987; Written Consents of the
Board of Directors of SMS, dated as of February
1, 1987, December 16, 1988, February 1, 1988,
March 17, 1989, June 27, 1991, July 29, 1994, May
17, 1995, May 26, 1995, December 26, 1995, June
28, 1996, June 30, 1996, August 30, 1996 and
September 4, 1996; Resolutions of the Board of
Directors of SMS dated as of August 29, 1994; and
Written Consents of the Stockholders of SMS dated
as of December 16, 1988, June 27, 1991, and June
28, 1996;

xiv. the certificate of an officer of the Company
dated as of the date hereof as to certain factual
matters (the "Officer Certificate");

A-1-3
<PAGE> 54
xv. the certificate of an officer of SMS as the
corporate general partner of the Partnership
dated as of the date hereof (the "Partnership
Certificate");

xvi. the certificate of an officer of SMS dated as of
the date hereof (the "SMS Certificate");

xvii. a specimen of the certificate representing the
Common Stock as certified by the Secretary of the
Company as of the date hereof;

xviii. the Exchange Agreement dated September __, 1996,
among the Company, SMS, the Partnership, the
stockholders of SMS and the limited partners of
the Partnership;

xix. the certificates, statements and representations
made by officers of the Company pursuant to the
Purchase Agreements (the "Closing Certificates");
and

xx. such other documents and instruments as we
determined to be necessary in order to give the
opinions set forth below.

As to any facts material to the opinions expressed herein, we
have relied upon, among other things, the representations made by the Company
in the Purchase Agreements, certificates of public officials, the Closing
Certificates, the Officer Certificate, the Partnership Certificate and the SMS
Certificate. We have also relied upon certificates of good standing with
respect to (i) the Company (the "Company Good Standing Certificates") issued by
the Secretary of State or similar officials of the States of
[________________________]; (ii) the Partnership (the "Partnership Good
Standing Certificates") issued by the Secretary of State or similar officials
of the States of [________________________]; and (iii) SMS (the "SMS Good
Standing Certificates") issued by the Secretary of State or similar officials
of the States of [_____________]. Our opinions with respect to the due
incorporation, valid existence and good standing of the Company are based
solely upon the certified Certificate of Incorporation of the Company and the
Company Good Standing Certificates. Our opinions with respect to the valid
existence and good standing of the Partnership are based solely upon the
certified Certificate of Limited Partnership of the Partnership and the
Partnership Good Standing Certificates. Our opinions with respect to the due
incorporation valid existence and

A-1-4
<PAGE> 55
good standing of SMS are based solely upon the certified Certificate of
Incorporation of SMS and the SMS Good Standing Certificate. All of the
opinions referenced in this paragraph are rendered as of the respective dates
of such certificates. We also have made such inquiry of officers and
representatives of the Company and the Subsidiaries as we determined to be
necessary in order to give such opinions.

Based upon the foregoing and subject to the limitations and
qualifications hereinafter set forth, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State
of Delaware.

2. The Company has corporate power and authority to own, lease
and operate its properties and to conduct its business as
described in the Prospectuses and to enter into and perform
its obligations under the U.S. Purchase Agreement and the
International Purchase Agreement.

3. The Company is in good standing in each jurisdiction that
issued a Company Good Standing Certificate.

A-1-5
<PAGE> 56
4. The authorized, issued and outstanding capital stock of the
Company after giving effect to the Reorganization is as set
forth in the Prospectuses in the column entitled "Pro Forma"
under the caption "Capitalization" (except for subsequent
issuances, if any, pursuant to the U.S. Purchase Agreement and
the International Purchase Agreement or pursuant to
reservations, agreements or employee benefit plans referred to
in the Prospectuses or pursuant to the exercise of convertible
securities or options referred to in the Prospectuses); the
shares of issued and outstanding capital stock of the Company
outstanding prior to the issuance of the Company Shares have
been duly authorized and validly issued and are fully paid and
non-assessable and no holder of the Company Shares is or will
be subject to personal liability by reason of being such a
holder; the Company Shares have been duly authorized and, when
issued and delivered to the U.S. Underwriters and the
International Managers in accordance with the terms of the
U.S. Purchase Agreement and the International Purchase
Agreement, will be validly issued, fully paid and
nonassessable; and none of the outstanding shares of capital
stock of the Company was issued in violation of any preemptive
rights under the General Corporation Law of the State of
Delaware.

7. All of the issued and outstanding capital stock of SMS has
been duly authorized and validly issued, is fully paid and
non-assessable and, based upon our review of the capital stock
records of SMS, is owned by the Company directly, free and
clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity. All of the partnership
interests are authorized under the Partnership Agreement and,
based upon our review of the Partnership's records, are owned
by SMS as the corporate general partner

A-1-6
<PAGE> 57
and by the Company as the sole limited partner, free and clear
of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity. None of the outstanding shares of capital
stock of SMS was issued in violation of any preemptive rights
under the General Corporation Law of the State of Delaware.
The only subsidiaries of the Company are SMS and the
Partnership.

12. To our knowledge, except as set forth in the Prospectuses,
there is not pending any action, suit, proceeding, inquiry or
investigation to which the Company or any Subsidiary is a
party, or to which the property of the Company or any
Subsidiary is subject, before or brought by any court or
governmental agency or body, domestic or foreign which might
reasonably be expected to result in a Material Adverse Effect,
or which might reasonably be expected to materially and
adversely affect the properties or assets of the Company and
its Subsidiaries considered as one enterprise, or the
consummation of the

A-1-7
<PAGE> 58
transactions contemplated in the U.S. Purchase Agreement and
the International Purchase Agreement or the Exchange Agreement
or the performance by the Company or any Subsidiary of their
respective obligations thereunder.

14. To our knowledge, there are no statutes or regulations that
are required to be described in the Prospectuses that are not
described as required.

16. To our knowledge, the Company is not in violation of its
Certificate of Incorporation or Bylaws, SMS is not in
violation of its certificate of incorporation or bylaws, and
the Partnership is not in violation of its Partnership
Agreement, and no default by the Company or any Subsidiary
exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or
other agreement or instrument that is described or referred to
in the Registration Statement or the Prospectuses or filed as
an exhibit to the Registration Statement.

17. No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any domestic
court or governmental authority or

A-1-8
<PAGE> 59
agency (other than under the 1933 Act and the 1933 Act
Regulations and the Securities Exchange Act of 1934, which
have been obtained, or as may be required under the securities
or blue sky laws of the various states, as to which we express
no opinion) is necessary or required in connection with the
due authorization, execution and delivery of the U.S. Purchase
Agreement and the International Purchase Agreement by the
Company and each of the Subsidiaries, or for the offering,
issuance, sale or delivery by the Company of the Company
Shares to the U.S. Underwriters and the International Managers
in accordance with the U.S. Purchase Agreement and the
International Purchase Agreement.

A-1-9
<PAGE> 60
20. The Reorganization has been consummated in accordance with the
Exchange Agreement and in accordance with applicable law.

The foregoing opinions are, with your concurrence, predicated
upon and qualified by the following:

a. The foregoing opinions are based upon and are
limited to the Delaware General Corporation Law,
the Delaware Revised Uniform Limited Partnership
Act and the relevant laws of the United States of
America, except that the opinions rendered in
paragraph _ above, to the extent they discuss the
enforceability of the Purchase Agreements are
also based upon and are limited to the laws of
the State of New York. We render no opinion with
respect to the laws of any other jurisdiction.

b. Except to the extent expressly set forth above,
in rendering the opinions set forth herein we
have relied upon the assumptions set forth in
Section 4 of the Third-Party Legal Opinion
Report, including the Legal Opinion Accord, of
the Section of Business Law of the American Bar
Association, dated 1991 (the "Accord") and,
except to the extent expressly set forth above,
this opinion does not address the legal issues
set forth in Section 19 of the Accord.

c. Our opinion is based upon and limited to laws and
regulations as in effect on the date of this
letter, and our knowledge of the facts relevant
to such opinions as of the date of this letter.
We assume no obligation to update the opinions
set forth herein.

d. Our opinions are limited to the matters set forth
in this letter, and no other opinions should be
inferred beyond the matters expressly stated.

A-1-10
<PAGE> 61
closing documents pertaining to the offerings contemplated in the U.S. Purchase
Agreement and the International Purchase Agreement.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

A-1-11
<PAGE> 62
Exhibit A-2

September __, 1996

Ladies and Gentlemen:

A-2-1
<PAGE> 63
stock, $0.001 par value per share (the "Common Stock"), and the sale and
delivery by the Initial Selling Shareholder of 3,761,838 shares (the "Selling
Shareholder Shares" and, collectively with the Company Shares, the "Shares") of
Common Stock to (x) the several U.S. Underwriters listed on Schedule A to the
U.S. Purchase Agreement (the "U.S. Purchase Agreement"), dated September __,
1996, among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Donaldson Lufkin & Jenrette Securities Corporation, Allen &
Company Incorporated and Montgomery Securities, as Representatives of the
several U.S. Underwriters, the Company, SMS, the Partnership and the Selling
Shareholders as listed on Schedule B to the U.S. Purchase Agreement, and (y)
the several International Managers listed on Schedule A to the International
Purchase Agreement (the "International Purchase Agreement" and collectively
with the U.S. Purchase Agreement, the "Purchase Agreements"), dated September
__, 1996, among Merrill Lynch International, Donaldson Lufkin & Jenrette
Securities Corporation, Allen & Company Incorporated and Montgomery Securities,
as Lead Managers of the several International Managers, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, the Company, SMS, the Partnership and the Selling
Shareholders as listed on Schedule B to the International Purchase Agreement.

This letter is furnished pursuant to Section 5(b) of the
Purchase Agreements. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Purchase Agreements.

A-2-2
<PAGE> 64
come to our attention that would lead us to believe that the Registration
Statement, at the time it became effective under the Securities Act, contained
an untrue statement of material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectuses, or any amendment or supplement thereto
(except for the financial statements and the notes thereto and the schedules
and other financial data included therein or omitted therefrom, as to which we
make no statement), as of its date and as of the Closing Time, contained or
contains any untrue statement of material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

A-2-3
<PAGE> 65
Exhibit B

FORM OF OPINION OF COUNSEL FOR THE SELLING SHAREHOLDERS
TO BE DELIVERED PURSUANT TO SECTION 5(c)

September __, 1996

Merrill Lynch International
Donaldson, Lufkin & Jenrette Securities Corporation
Allen & Company Incorporated
Montgomery Securities
as Lead Managers of the several International Managers
c/o Merrill Lynch International
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
England

Ladies and Gentlemen:

We have acted as counsel for Gerald S. Snyder (the "Initial
Selling Shareholder"), Daniel M. Snyder, Michele D. Snyder and USN College
Marketing, L.P. ("USN") (the Initial Selling Shareholder, Mr. Snyder, Ms.
Snyder and USN are collectively referred to herein as the "SPPT Selling
Shareholders" and any one is referred to herein as an "SPPT Selling
Shareholder"), in connection with the issuance, sale and delivery by Snyder

B-1
<PAGE> 66
Communications, Inc., a Delaware corporation (the "Company"), of 4,038,162
shares (the "Company Shares") of common stock, $0.001 par value per share (the
"Common Stock"), of the Company and the sale and delivery by the Initial
Selling Shareholder of 3,761,838 shares of Common Stock, and the sale and
delivery by Mr. Snyder, Ms. Snyder and USN of 499,113, 175,127 and 454,618
shares of Common Stock, respectively, (the shares of Common Stock to be sold by
the Selling Shareholders are collectively referred to herein as the "Selling
Shareholder Shares" and the Company Shares and the Selling Shareholder Shares
are collectively referred to herein as the "Shares") to (x) the several U.S.
Underwriters listed on Schedule A to the U.S. Purchase Agreement (the "U.S.
Purchase Agreement") dated September __, 1996, among Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Donaldson Lufkin & Jenrette
Securities Corporation, Allen & Company Incorporated and Montgomery Securities,
as Representatives of the several U.S. Underwriters, the Company, Snyder
Marketing Services, Inc., a Delaware corporation ("SMS"), Snyder
Communications, L.P., a Delaware limited partnership (the "Partnership"), and
the Selling Shareholders as listed on Schedule B to the U.S. Purchase
Agreement, and (y) the several International Managers listed on Schedule A to
the International Purchase Agreement (the "International Purchase Agreement"
and, collectively with the U.S. Purchase Agreement, the "Purchase Agreements"),
dated September __, 1996, among Merrill Lynch International, Donaldson Lufkin &
Jenrette Securities Corporation, Allen & Company Incorporated and Montgomery
Securities, as Lead Managers of the several International Managers, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the Company, SMS, the Partnership
and the Selling Shareholders as listed on Schedule B to the International
Purchase Agreement.

(i) the Registration Statement;

(ii) each Preliminary Prospectus;

(iii) each Prospectus;

(iv) the U.S. Purchase Agreement;

(v) the International Purchase Agreement;

B-2
<PAGE> 67
(vi) the certificates of the SPPT Selling Shareholders dated as of
the date hereof as to certain factual matters (the "Selling
Shareholders Certificate");

(vii) the Exchange Agreement dated September _, 1996, among the
Company, SMS, the Partnership, the stockholders of SMS and the
limited partners of the Partnership;

(viii) the Custodian Agreement dated September __, 1996, by and among
each of the Selling Shareholders andAmerican Stock Transfer
and Trust Company (the "Custody Agreement");

(ix) the Power of Attorney granted by each of the Initial Selling
Shareholder, Ms, Snyder and USN to Daniel M. Snyder
(collectively, the "Powers of Attorney"); and

(x) such other documents and instruments as we determined to be
necessary in order to give the opinions set forth below.

B-3
<PAGE> 68
which we have relied is not accurate and complete. Except as otherwise stated
herein, we have undertaken no investigation or verification of such matters.
We have not undertaken to communicate the substance or details of this
transaction to all attorneys in our firm who have performed services for the
SPPT Selling Shareholders as counsel on other matters. The words "our
knowledge" or "known to us," or other words to that effect used herein, are
intended to be limited to the actual knowledge of those attorneys in our firm
who are familiar with the substance of this opinion and the proposed
transaction and other related matters.

Based upon the foregoing and subject to the limitations and
qualifications hereinafter set forth we are of the opinion that:

3. No filing with, or authorization, approval,
consent, license, order, registration,
qualification or decree of, any domestic court or
governmental authority or agency (other than
under the 1933 Act and the 1933 Act Regulations
and the Securities Exchange Act of 1934, which
have been obtained, or as may be required under
the securities or blue sky laws of the various
states, as to which we express no opinion) is
necessary or required by the SPPT Selling
Shareholders for the performance by such SPPT
Selling Shareholder of his, her or its
obligations under the U.S. Purchase Agreement,
the International Purchase Agreement, in the
Power of Attorney executed by such SPPT Selling
Shareholder, if any, and the Custody Agreement,
or in connection with the valid offering, sale or
delivery by the SPPT Selling Shareholders of the
Selling Shareholder Shares to the U.S.
Underwriters and the International Managers in
accordance with the U.S. Purchase Agreement and
the International Purchase Agreement.

4. Each of the Powers of Attorney and the Custody
Agreement has been duly executed and delivered by
each of the SPPT Selling Shareholders named
therein and constitutes the legal, valid and
binding agreement of such SPPT Selling
Shareholder, enforceable in accordance with its
terms, subject to the qualification that the
enforceability of the SPPT Selling Shareholders'
obligations under the Powers of Attorney and
Custody Agreement may be limited by bankruptcy,
fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws
relating to or affecting creditors' rights
generally, and by general equitable principles
(whether applied by a court of law or equity).

5. The U.S. Purchase Agreement and the International
Purchase Agreement have been duly authorized,
executed and delivered by or on behalf of each
SPPT Selling Shareholder.

B-4
<PAGE> 69
6. Daniel M. Snyder has been duly authorized as an
Attorney-in-Fact by each of the Initial Selling
Shareholder, Ms. Snyder and USN to deliver the
Shares to be sold by such SPPT Selling
Shareholder on his, her or its behalf in
accordance with the terms of the U.S. Purchase
Agreement and the International Purchase
Agreement.

7. The execution, delivery and performance of the
U.S. Purchase Agreement, the International
Purchase Agreement, the Power of Attorney granted
by certain of the SPPT Selling Shareholders and
the Custody Agreement, the consummation of the
transactions contemplated in the U.S. Purchase
Agreement and the International Purchase
Agreement and the compliance by each of the SPPT
Selling Shareholders with their respective
obligations under the U.S. Purchase Agreement and
the International Purchase Agreement have been
duly authorized by all necessary action on the
part of such SPPT Selling Shareholders.

8. By delivery of a certificate or certificates,
each SPPT Selling Shareholder will transfer to
the Underwriters who have purchased such Shares
pursuant to the U.S. Purchase Agreement and the
International Purchase Agreement (without notice
of any defect in the title of such SPPT Selling
Shareholder and who are otherwise bona fide
purchasers for purposes of the Uniform Commercial
Code) valid and marketable title to the Shares to
be sold by such SPPT Selling Shareholder pursuant
to the Purchase Agreements, free and clear of any
pledge, lien, security interest, charge, claim,
equity or encumbrance of any kind.

The foregoing opinions are, with your concurrence, predicated
upon and qualified by following:

a. The foregoing opinions are based upon and are
limited to the Delaware General Corporation
Law, the Delaware Revised Uniform Limited
Partnership Act and the relevant laws of the
United States of America, except that the
opinions rendered in paragraph one above, to
the extent that they discuss the
enforceability of the Custody Agreement, are
also based upon and are limited to the laws
of the State of New York. We render no
opinion with respect to the laws of any other
jurisdiction.

b. Except to the extent expressly set forth
above, in rendering the opinions set forth
herein we have relied upon the assumptions
set forth in Section 4 of the Third-Party
Legal Opinion Report,

B-5
<PAGE> 70
including the Legal Opinion Accord, of the
Section of Business Law of the American Bar
Association, dated 1991 (the "Accord") and,
except to the extent expressly set forth in
Section 19 of the Accord.

d. Our opinions are limited to the matters set
forth in this letter, and no other opinions
should be inferred beyond the matters
expressly stated.

Except as agreed by us in writing, this opinion letter is
solely for the benefit of the addressees shown on the first page hereof and may
be relied upon solely by such addressees for the purposes for which it is being
furnished. Without out express permission, this opinion letter may not be
used, circulated, quoted or otherwise referred to for any purpose except as
stated herein, except that reference may be made to this letter in the list of
closing documents pertaining to the offerings contemplated in the U.S. Purchase
Agreement and the International Purchase Agreement.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

B-6
<PAGE> 71
Exhibit C

FORM OF LOCK-UP FROM DIRECTORS, OFFICERS OR OTHER
SHAREHOLDERS PURSUANT TO SECTION 5(k)

September ___, 1996

MERRILL LYNCH INTERNATIONAL
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES
as Lead Managers of the several
International Managers to be named in the
within-mentioned International Purchase Agreement
c/o Merrill Lynch International

Ropemaker Place
25 Ropemaker Street
London EC2Y 9L4
England

Re: Proposed Public Offering by Snyder Communications, Inc.

Dear Sirs:

The undersigned, a stockholder [and an officer and/or director]* of
Snyder Communications, Inc., a Delaware corporation (the "Company"),
understands that Merrill Lynch International ("Merrill Lynch") and Donaldson,
Lufkin & Jenrette Securities Corporation, Allen & Company Incorporated and
Montgomery Securities propose to enter into an International Purchase Agreement
(the "International Purchase Agreement") with the Company and the other parties
named therein providing for the public offering of shares (the "Securities") of
the Company's common stock, par value $.001 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon the
undersigned as a stockholder [and an officer and/or director]* of the Company,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned agrees with each underwriter to
be named in the International Purchase Agreement that, during a period of 180
days from the date of the International Purchase Agreement, the undersigned
will not, without the prior written consent of Merrill Lynch,

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

** Delete or revise bracketed language as appropriate.

C-1
<PAGE> 72
directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of, or otherwise dispose of or
transfer any shares of the Company's Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition, or file any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities,
in cash or otherwise.

[Notwithstanding the foregoing, the undersigned may, at any time after
30 days from the date of the Closing Time (as defined in the International
Purchase Agreement), pledge as security for borrowed money [up to 50% of]* the
shares of Common Stock then owned by the undersigned to any commercial banking
institution that is a member of the Federal Reserve System or any institutional
lender that makes loans secured by margin securities in the ordinary course of
business having combined capital and surplus in excess of $500,000,000 (a
"Pledgee") as long as such Pledgee shall have agreed in writing to be bound by
the obligations and restrictions applicable to the Common Stock under Section
1(b)(vi) of the International Purchase Agreement and the Lead Managers shall
have received an agreement substantially in the form of Exhibit D to the
International Purchase Agreement signed by such Pledgee.]**

Very truly yours,

Signature:
-------------------------

Print Name:
------------------------

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

* Include in the case of any lock-up agreement of any Executive Selling
Shareholder.

** Include in the case of any lock-up agreement of any Executive Selling
Shareholder and USN College Marketing, L.P. or its partners.

C-2
<PAGE> 73
Exhibit D

FORM OF LOCK-UP FROM PLEDGEE PURSUANT TO SECTION 1(b)(vi)

[month and day], 199__

MERRILL LYNCH INTERNATIONAL
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
ALLEN & COMPANY INCORPORATED
MONTGOMERY SECURITIES
as Lead Managers of the several
International Managers named in the
within-mentioned International Purchase Agreement
c/o Merrill Lynch International

Ropemaker Place
25 Ropemaker Street
London EC2Y 9L4
England

Re: Public Offering by Snyder Communications, Inc.

Dear Sirs:

The undersigned, a pledgee of shares (the "Pledged Shares") of Common
Stock, par value $.001 per share, of Snyder Communications, Inc., a Delaware
corporation (the "Company"), understands that Merrill Lynch International
("Merrill Lynch") and Donaldson, Lufkin & Jenrette Securities Corporation,
Allen & Company Incorporated and Montgomery Securities have entered into an
International Purchase Agreement, dated September o, 1996 (the "International
Purchase Agreement"), with the Company and the other parties named therein
providing for the public offering of shares of the Company's Common Stock. For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees with each underwriter named in the
International Purchase Agreement that, during a period of 180 days from the
date of the International Purchase Agreement, the undersigned will not, without
the prior written consent of Merrill Lynch, directly or indirectly, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any Pledged Shares or any
securities convertible into or exchangeable or exercisable for any Pledged
Shares, whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power of
disposition, or file any registration statement under the Securities Act

D-1
<PAGE> 74
of 1933, as amended, with respect to any of the foregoing or (ii) enter into
any swap or any other agreement or any transaction that transfers, in whole or
in part, directly or indirectly, the economic consequence of ownership of any
Pledged Shares, whether any such swap or transaction is to be settled by
delivery of any Pledged Shares or other securities, in cash or otherwise.

Very truly yours,

[name of Pledgee]

By:
---------------------
Name:
Title:

D-2

<PAGE> 1
EXHIBIT 4.2

TEMPORARY CERTIFICATE -- EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY

NUMBER SHARES
T
SNYDER
--------------------
COMMUNICATIONS, INC.

COMMON STOCK COMMON STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES that CUSIP 832914 10 5

SEE REVERSE FOR DEFINITIONS

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

SNYDER COMMUNICATIONS, INC. transferable on the books of the Corporation by the
owner hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed.
This Certificate and the shares represented hereby, are issued and shall be
held subject to all the provisions of the certificate of incorporation of the
company, and any amendments thereto.
The common stock shall have equal rights, privileges and preferences and
shall be entitled to one vote per share. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

SNYDER COMMUNICATIONS INC.
CORPORATE SEAL
DELAWARE 1996

/s/ MICHELE D. SNYDER /s/ DANIEL M. SNYDER

Vice Chairman, Chief Operating Officer, Chairman, Chief Executive Officer
Secretary and Treasurer and President

COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR

BY
AUTHORIZED SIGNATURE

<PAGE> 2
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<Caption

<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-__________Custodian__________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act____________________
in common (Sister)
</TABLE>

Additional abbreviations may also used though not in the above list.

For value received, ___________ hereby sells, assigns and tranfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________
| |
__________________________________________________________________________

__________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE.

__________________________________________________________________________

___________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________________________________

__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated, ______________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

<PAGE> 1

EXHIBIT 4.3

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT is entered into as of September 4, 1996
among SNYDER COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
Snyder Marketing Services, Inc. (formerly known as Snyder Communications Inc.),
a Delaware corporation ("SMS"), DANIEL M. SNYDER, MICHELE D. SNYDER, Gerald S.
Snyder, ANTHONY O. ROBERTS, U.S. News College Marketing L.P., a Delaware
limited partnership ("USN"), Allen & Company Incorporated, a New York
corporation ("Allen & Co."), Susan K. Allen, Susan Strauss Breen, Barry Diller,
Paul A. Gould, HAGC Partners, L.P., a Delaware limited partnership, Dan W.
Lufkin, Dan Lufkin, Trustee for the Robert Brendan Marston 1995 Trust, Robert
A. Strauss, Robert S. Strauss, and Robert S. Strauss, as the Trustee of the
Helen J. Strauss Trust (the "HJS Trust").

WHEREAS, the Company was formed on June 25, 1996 to become the holding
company of Snyder Communications, L.P., a Delaware limited partnership (the
"Partnership"), and to consummate an initial public offering (the "IPO") of
common stock, par value $.001 per share, of the Company (the "Company Common
Stock");

WHEREAS, SMS is the sole general partner of the Partnership, holding a
63.85% interest in the Partnership, and has issued 2,000 shares of common
stock, par value $.001 per share (the "SMS Common Stock"), which represents all
the issued and outstanding shares of capital stock of SMS;

WHEREAS, set forth on Schedule A hereto are the names and the number
of shares of SMS Common Stock held by each stockholder of SMS (each, an "SMS
Stockholder" and collectively, the "SMS Stockholders"):

WHEREAS, as a result of the 63.85% interest held by SMS in the
Partnership, each issued and outstanding share of SMS Common Stock indirectly
represents a 0.0319% interest in the Partnership;

WHEREAS, set forth on Schedule B hereto are the names and the
percentage of limited partnership interest ("L.P. Interest") held by each of
the limited partners in the Partnership (each, a "Limited Partner" and
collectively, the "Limited Partners"):

WHEREAS, each of the SMS Stockholders wishes to exchange his or her
shares of SMS Common Stock for shares of Company Common Stock, and each of the
Limited Partners wish to exchange their L.P. Interests for shares of Company
Common Stock, on the terms and conditions set forth below, and the Company
wishes to exchange shares of Company Common Stock for all of the issued and
outstanding shares of SMS Common Stock and all of the L.P. Interests, on the
terms and conditions set forth below; and

WHEREAS, pursuant to the exchange ratios hereinafter set forth, the
rate at which each percentage interest in the Partnership will be exchanged for
shares of the Company Common Stock will be the same for each of the Limited
Partners and SMS, the corporate general partner;
<PAGE> 2

WHEREAS, following consummation of the exchange, the Company will hold
directly all of the limited partnership interests in the Partnership and all of
the issued and outstanding stock of SMS, which will remain the corporate
general partner of the Partnership, and SMS, as the sole general partner of the
Partnership and the Company, as the sole limited partner of the Partnership
wish to continue the Partnership under the terms of the Amended and Restated
Limited Partnership Agreement of Snyder Communications, L.P., dated as of
August 18, 1993, as amended by a First Amendment dated as of May 18, 1995 (as
amended, the "Partnership Agreement");

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

1. EXCHANGE OF SMS COMMON STOCK AND L.P. INTERESTS FOR COMPANY
COMMON STOCK.

(a) Each of the SMS Stockholders hereby agrees to transfer to the
Company, as of the date and time of the effectiveness of the IPO (the
"Effective Time"), all of his or her right, title and interest in and to his or
her SMS Common Stock in exchange for shares of Company Common Stock, at the
rate of 9,404.59 shares of Company Common Stock for each share of SMS Common
Stock, rounded to the nearest whole number of shares of Company Common Stock.

(b) Each of the Limited Partners hereby agrees to transfer to the
Company, effective as of the Effective Time, all of his, her or its right,
title and interest in and to the L. P. Interest held by such person or entity
in exchange for shares of Company Common Stock, at the rate of 294,584 shares
of Company Common Stock for each one percent (1%) partnership interest in the
Partnership, rounded to the nearest whole number of shares of Company Common
Stock.

(c) As of the Effective Time, each share of Company Common Stock that
is issued and outstanding prior to the exchanges set forth in subsections (a)
and (b) above will be automatically canceled, without the payment of any
consideration to the holder thereof.

2. CONSENT TO TRANSFER; CONTINUATION OF PARTNERSHIP. USN and SMS
hereby consent to the transactions contemplated by Section 1 above and to the
admission of the Company as a limited partner in the Partnership. The Company
agrees to comply with the terms and provisions of the Partnership Agreement and
the Delaware Act (as such term is defined in the Partnership Agreement) upon
admission as a limited partner in the Partnership. SMS and the Company agree
to continue the Partnership on and after the Effective Time as a limited
partnership under the Partnership Agreement and the Delaware Revised Uniform
Limited Partnership Act.

3. REPRESENTATIONS AND WARRANTIES OF SMS STOCKHOLDERS. As a
material inducement to each other SMS Stockholder, each of the Limited Partners
and to the Company to enter into this Agreement, each of the SMS Stockholders,
severally but not jointly, represents and warrants to each other SMS
Stockholder, each Limited Partner and to the Company that each of the

-2-
<PAGE> 3
following representations and warranties is true and correct as of the date
hereof and as of the Effective Time (to the same extent as if then made).

3.1 AUTHORITY. Each of the SMS Stockholders represents and
warrants that he or she has full capacity and authority necessary to execute,
deliver and perform this Agreement and to perform his or her obligations
hereunder. This Agreement is a valid and legally binding obligation of each of
the SMS Stockholders, enforceable against each of them in accordance with its
terms, except as limited by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights and
remedies of creditors generally or by general principles of equity (whether
applied in a proceeding at law or in equity).

3.2 CAPITALIZATION AND OWNERSHIP. The authorized capital stock of
SMS consists of 3,000 shares of common stock, without stated par value, of
which 2,000 shares are currently issued and outstanding. All of the issued and
outstanding shares of SMS Common Stock have been duly authorized, are validly
issued, fully paid and nonassessable, and are held of record and owned
beneficially by the SMS Stockholders, as set forth on Schedule A hereto, free
and clear of any restrictions on transfer (other than restrictions imposed by
federal or state securities laws), claims, taxes, security interests, options,
warrants, rights, contracts, calls, or commitments. Each of the SMS
Stockholders represents and warrants that there are no outstanding or
authorized options, warrants, rights, contracts, calls, puts, rights to
subscribe, conversion rights, rights of first refusal or first offer, or other
agreements or commitments to which SMS or such SMS Stockholder is a party or
which are binding upon SMS or such SMS Stockholder providing for the issuance,
disposition or acquisition of any of SMS's capital stock (other than this
Agreement). Each SMS Stockholder represents and warrants that there are no
voting trusts, proxies, or any other agreements or understandings with respect
to voting its capital stock of SMS.

3.3 NO VIOLATION OF LAWS OR AGREEMENTS. Each SMS Stockholder
represents and warrants that neither the execution and delivery of this
Agreement by such SMS Stockholder, nor the performance by such SMS Stockholder
of his or her obligations hereunder, will (i) violate any statute, regulation,
rule, judgment, order, decree, stipulation, injunction, charge or other
restriction of any government, governmental agency or court to which such SMS
Stockholder or SMS is subject, or (ii) conflict with or result in a breach of,
constitute a default under, result in the acceleration of, or create in any
person the right to accelerate, terminate, modify or cancel, or require notice
under any agreement or instrument to which such SMS Stockholder or SMS is a
party or by which such SMS Stockholder or any of SMS's assets are bound.

3.4 INVESTMENT INTENT. Each of the SMS Stockholders is acquiring
the shares of Company Common Stock for the purpose of investment and not with a
view to, or for resale in connection with, any distribution thereof in
violation of the Securities Act of 1933, as amended (the "Securities Act").
Each of the SMS Stockholders acknowledges that the shares of Company Common
Stock to be received in the exchange are not registered under the Securities
Act or any applicable state securities law, and that such Company Common Stock
may not be transferred or sold except pursuant to the registration provisions
of such Securities Act or pursuant to an applicable exemption therefrom and
pursuant to state securities laws and regulations as applicable,

-3-
<PAGE> 4
and that the certificate representing the shares of Company Common Stock will
bear appropriate legends to that effect.

4. REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNERS. As a
material inducement to each other Limited Partner, each of the SMS Stockholders
and to the Company to enter into this Agreement, each of the Limited Partners,
severally but not jointly, represents and warrants to each other Limited
Partner, each of the SMS Stockholders and to the Company that each of the
following representations and warranties is true and correct as of the date
hereof and as of the Effective Time (to the same extent as if then made).

4.1 AUTHORITY. Each of the individual Limited Partners represents
and warrants that he or she has full capacity and authority necessary to
execute, deliver and perform this Agreement and to perform his or her
obligations hereunder. Each of the Limited Partners that is a corporation,
trust or other entity represents and warrants that it is duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it was formed and has the power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery
and performance of this Agreement by each of the Limited Partners that is an
entity has been duly authorized by all necessary corporate, trust or other
action on the part of such entity. This Agreement is a valid and legally
binding obligation of each of the Limited Partners, enforceable against each of
them in accordance with its terms, except as limited by the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the rights and remedies of creditors generally or by general
principles of equity (whether applied in a proceeding at law or in equity).

4.2 CAPITALIZATION AND OWNERSHIP. Each Limited Partner represents
and warrants that its L.P. Interest is held of record and owned beneficially by
such Limited Partner, as set forth on Schedule B hereto, free and clear of any
restrictions on transfer (other than restrictions imposed by federal or state
securities laws or the Partnership Agreement), claims, taxes, security
interests, options, warrants, rights, contracts, calls, or commitments. Each
Limited Partner represents and warrants that there are no outstanding or
authorized options, warrants, rights, contracts, calls, puts, rights to
subscribe, conversion rights, rights of first refusal or first offer, or other
agreements or commitments to which such Limited Partner is a party or which are
binding upon such Limited Partner providing for the issuance, disposition or
acquisition of an L.P. Interest in the Partnership (other than this Agreement).
Each Limited Partner represents and warrants that there are no voting trusts,
proxies, or any other agreements or understandings with respect to voting its
L.P. Interest in the Partnership.

4.3 NO VIOLATION OF LAWS OR AGREEMENTS. Each Limited Partner
represents and warrants that neither the execution and delivery of this
Agreement by such Limited Partner, nor the performance by such Limited Partner
of its obligations hereunder, will (i) violate any statute, regulation, rule,
judgment, order, decree, stipulation, injunction, charge or other restriction
of any government, governmental agency or court to which such Limited Partner
is subject, or (ii) conflict with or result in a breach of, constitute a
default under, result in the acceleration of, or create in any person the right
to accelerate, terminate, modify or cancel, or require notice under

-4-
<PAGE> 5
any agreement or instrument to which such Limited Partner is a party or by
which such Limited Partner is bound.

4.4 INVESTMENT INTENT. Each of the Limited Partners is acquiring
the shares of Company Common Stock for the purpose of investment and not with a
view to, or for resale in connection with, any distribution thereof in
violation of the Securities Act. Each of the Limited Partners acknowledges
that the shares of Company Common Stock to be received in the exchange are not
registered under the Securities Act or any applicable state securities law, and
that such Company Common Stock may not be transferred or sold except pursuant
to the registration provisions of such Securities Act or pursuant to an
applicable exemption therefrom and pursuant to state securities laws and
regulations as applicable, and that the certificate representing the shares of
Company Common Stock will bear appropriate legends to that effect.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a material
inducement to each of the Limited Partners, and to each of the SMS Stockholders
to enter into this Agreement, the Company represents and warrants to each
Limited Partner and to each SMS Stockholder that each of the following
representations and warranties is true and correct as of the date hereof and as
of the Effective Time (to the same extent as if then made).

5.1 AUTHORITY. The Company is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution, delivery and
performance of this Agreement by the Company has been duly authorized by all
necessary corporate action on the part of the Company. This Agreement is a
valid and legally binding obligation of the Company, enforceable against it in
accordance with its terms, except as limited by the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights and remedies of creditors generally or by general principles of equity
(whether applied in a proceeding at law or in equity).

5.2 DUE ISSUANCE OF COMPANY COMMON STOCK. All of the issued and
outstanding shares of Company Common Stock have been duly authorized and, when
issued pursuant to the terms of this Agreement, the shares of Company Common
Stock to be issued pursuant to this Agreement will be validly issued, fully
paid and nonassessable, free and clear of any restrictions on transfer (other
than restrictions imposed by federal or state securities laws), claims, taxes,
security interests, options, warrants, rights, contracts, calls, or
commitments.

5.3 NO VIOLATION OF LAWS OR AGREEMENTS. Neither the execution and
delivery of this Agreement by the Company, nor the performance by it of its
obligations hereunder, will (i) violate any statute, regulation, rule,
judgment, order, decree, stipulation, injunction, charge or other restriction
of any government, governmental agency or court to which the Company is
subject, (ii) violate any provision of the Articles of Incorporation or Bylaws
of the Company, (iii) conflict with or result in a breach of, constitute a
default under, result in the acceleration of, or create in any person the right
to accelerate, terminate, modify or cancel, or require notice under any
agreement or instrument to which the Company is a party or by which the Company
is bound, or (iv) result

-5-
<PAGE> 6
in the creation or imposition of any lien, charge or encumbrance, security
interest or restriction with respect to the Company's assets.

6. CLOSING.

6.1 DATE AND TIME OF CLOSING. The closing (the "Closing") of the
transactions contemplated in this Agreement will take place on the Effective
Time. The Closing will be held at the offices of Shaw, Pittman, Potts and
Trowbridge, 2300 N Street, N.W., Washington, D.C. 20037.

6.2 DELIVERIES AT CLOSING.

(a) At Closing, each of the SMS Stockholders will deliver to the
Company, free and clear of all liens, security interests, claim and
encumbrances, certificates for his or her shares of SMS Common Stock, duly
endorsed in negotiable form, with stock powers duly executed in blank and all
requisite stock transfer stamps attached.

(b) At Closing, each of the Limited Partners will deliver to the
Company an Assignment of Limited Partner Interest, in form reasonably
acceptable to the Company and the Limited Partner, evidencing the transfer by
each such Limited Partner of his, her or its L.P. Interest in the Partnership,
free and clear of all liens, security interests, claims, and encumbrances.

(c) At Closing, the Company will deliver to each of the Limited
Partners and to each of the SMS Stockholders, or as they may direct,
certificates representing the number of shares of Company Common Stock into
which the L.P. Interests held by such Limited Partner, or the SMS Common Stock
held by such SMS Stockholder, has been exchanged, as set forth on Schedule C
hereto, free and clear of all liens, security interests, claims, and
encumbrances.

6.3 IPO PRICING. The consummation of the IPO is subject to the
approval by the holders of record of at least 85 percent of the issued and
outstanding common stock of SMS (the identity of such holders to be determined
immediately before the consummation of the Reorganization) of the price at
which the Company Common Stock will be offered in the IPO.

7. FURTHER ASSURANCES. Each of the parties agrees to use all
reasonable efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws, rules and regulations to consummate and make effective the transactions
contemplated by this Agreement, including but not limited to the recordation in
the Partnership books of the transfer of the L.P. Interests to the Company and
the admission of the Company as a limited partner of the Partnership.

8. MISCELLANEOUS.

8.1 AMENDMENT. This Agreement may be amended or modified only by
a written instrument executed by the parties hereto.

-6-
<PAGE> 7

8.2 GOVERNING LAW. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the State of Maryland, without
regard to its conflicts of laws principles.

8.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

8.4 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.

SNYDER COMMUNICATIONS, INC.

/s/ Daniel M. Snyder
----------------------------------------------
By: Daniel M. Snyder
Its: Chairman, President and Chief Executive
Officer

SNYDER MARKETING SERVICES, INC.

/s/ Daniel M. Snyder
----------------------------------------------
By: Daniel M. Snyder
Its: President

/s/ Daniel M. Snyder
----------------------------------------------
Daniel M. Snyder

/s/ Michele D. Snyder
----------------------------------------------
Michele D. Snyder

/s/ Gerald S. Snyder
----------------------------------------------
Gerald S. Snyder

/s/ Anthony O. Roberts
----------------------------------------------
Dr. Anthony O. Roberts

-8-
<PAGE> 9

U. S. NEWS COLLEGE MARKETING, L.P.

By: USN COLLEGE MARKETING, INC.
its General Partner

/s/ Fred Drasner
----------------------------------------------
By: Fred Drasner
Its: President

ALLEN & COMPANY INCORPORATED

/s/ Paul Gould
----------------------------------------------
By: Paul Gould

/s/ Susan K. Allen
----------------------------------------------
Susan K. Allen

/s/ Susan Strauss Breen
----------------------------------------------
Susan Strauss Breen

/s/ Barry Diller
----------------------------------------------
Barry Diller

/s/ Paul Gould
----------------------------------------------
Paul A. Gould

/s/ Dan Lufkin
----------------------------------------------
Dan W. Lufkin

/s/ Dan Lufkin
----------------------------------------------
Dan Lufkin
Trustee, Robert Brendan Marston 1995 Trust

/s/ Robert A. Strauss
----------------------------------------------
Robert A. Strauss

/s/ Robert S. Strauss
----------------------------------------------
Robert S. Strauss
Trustee, Helen J. Strauss Trust

-9-
<PAGE> 10

Schedule A

Names and Numbers of Shares of Common Stock held by each of the
Stockholders of Snyder Marketing Services, Inc.

<TABLE>
<CAPTION>
------------------------------------------------
NAME NUMBER OF SHARES
------------------------------------------------
<S> <C>
Daniel M. Snyder 1,140
------------------------------------------------
Michele D. Snyder 400
------------------------------------------------
Gerald S. Snyder 400
------------------------------------------------
Dr. Anthony O. Roberts 60
------------------------------------------------
</TABLE>

-10-
<PAGE> 11
Schedule B

Names and Percentage Interest in Snyder Communications, L.P. held by
each of the Limited Partners in the Partnership:

<TABLE>
<CAPTION>
----------------------------------------------------------
NAME L.P. INTEREST
----------------------------------------------------------
<S> <C>
USN 33.1500%
----------------------------------------------------------
Allen & Co. 0.8875%
----------------------------------------------------------
Susan K. Allen 0.4500%
----------------------------------------------------------
HAGC Partners 0.4500%
----------------------------------------------------------
Paul A. Gould 0.4375%
----------------------------------------------------------
Barry Diller 0.3000%
----------------------------------------------------------
Dan W. Lufkin 0.1500%
----------------------------------------------------------
Dan W. Lufkin, Trustee for the 0.1250%
Robert Brendan Marston 1995 Trust
----------------------------------------------------------
Susan Strauss Breen 0.0500%
----------------------------------------------------------
Robert A. Strauss 0.0500%
----------------------------------------------------------
Robert S. Strauss 0.0500%
----------------------------------------------------------
Robert S. Strauss, Helen 0.0500%
J.Strauss Trust
----------------------------------------------------------
</TABLE>

-11-
<PAGE> 12
Schedule C

Names of SMS Stockholders and Limited Partners and the Number of
Shares of Company Common Stock into which each such holder's SMS Common Stock
or L.P. Interest, as the case may be, will be exchanged.

<TABLE>
<CAPTION>
------------------------------------------------------------------
NAME NUMBER OF SHARES
------------------------------------------------------------------
<S> <C>
Daniel M. Snyder 10,721,237
------------------------------------------------------------------
Michele D. Snyder 3,761,838
------------------------------------------------------------------
Gerald S. Snyder 3,761,838
------------------------------------------------------------------
Dr. Anthony O. Roberts 564,275
------------------------------------------------------------------
USN 9,765,460
------------------------------------------------------------------
Allen & Co. 261,443
------------------------------------------------------------------
Susan K. Allen 132,563
------------------------------------------------------------------
HAGC Partners 132,563
------------------------------------------------------------------
Paul A. Gould 128,881
------------------------------------------------------------------
Barry Diller 88,375
------------------------------------------------------------------
Dan W. Lufkin 44,188
------------------------------------------------------------------
Dan W. Lufkin, Trustee for the 36,823
Robert Brendan Marston 1995 Trust
------------------------------------------------------------------
Susan Strauss Breen 14,729
------------------------------------------------------------------
Robert A. Strauss 14,729
------------------------------------------------------------------
Robert S. Strauss 14,729
------------------------------------------------------------------
Robert S. Strauss, Trustee for 14,729
the Helen J. Strauss Trust
------------------------------------------------------------------
</TABLE>

-12-

<PAGE> 1

EXHIBIT 5

[SHAW, PITTMAN, POTTS & TROWBRIDGE LETTERHEAD]

September 23, 1996

Snyder Communications, Inc.
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817

Ladies and Gentlemen:

We have acted as counsel for Snyder Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 8,970,000
shares (including 1,170,000 shares to cover the underwriters' over-allotment
options, if exercised) (the "Shares") of the Company's common stock, par value
$.001 per share (the "Common Stock"), pursuant to a Registration Statement on
Form S-1 under the Securities Act of 1933, as amended (No. 333-7495) (the
"Registration Statement"), and with the proposed sale of the Shares to the
public through certain underwriters. Of the maximum of 8,970,000 Shares of
Common Stock to be offered and sold, 4,038,162 Shares are to be offered by the
Company on a firm commitment underwritten basis, 3,761,838 Shares are to be
offered by Gerald S. Snyder (the "Selling Stockholder") on a firm commitment
underwritten basis, and 1,170,000 Shares will be offered by certain other
stockholders of the Company (the "Over-Allotment Selling Stockholders," and,
collectively with the Selling Stockholder, the "Selling Stockholders") pursuant
to 30-day options granted by the Over-Allotment Selling Stockholders to the
underwriters solely to cover over-allotments.

Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and the
Selling Stockholders and such other instruments as we have deemed necessary,
and upon the laws as presently in effect, we are of the opinion that:

1. The shares of Common Stock to be offered by the Company
pursuant to the Registration Statement have been duly
authorized for issuance by the Company and, upon issuance and
delivery in accordance with the terms of the purchase
agreements referred to in the Registration Statement, will be
fully paid and non-assessable.

<PAGE> 2
Snyder Communications, Inc.
September 23, 1996
Page 2

2. The shares of Common Stock of the Company to be offered by
the Selling Stockholders pursuant to the Registration
Statement have been duly authorized and, upon issuance and
delivery in accordance with the exchange agreement referred
to in the Registration Statement will be validly issued,
fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the prospectus that constitutes a part of the Registration
Statement.

Sincerely,

/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE

Shaw, Pittman, Potts & Trowbridge

<PAGE> 1
EXHIBIT 10.2
CONFIDENTIAL TREATMENT

PROFESSIONAL SERVICES AGREEMENT

WITNESSETH:

That in consideration of the agreements expressed herein, AT&T COMMUNICATIONS,
INC., ("Company"), having an office at 295 North Maple Avenue, Basking Ridge,
New Jersey 07920, and SNYDER COMMUNICATIONS, L.P., ("Contractor"), having an
office at Democracy Center, 6903 Rockledge Drive, Fifteenth Floor, Bethesda,
Maryland 20817, and whose Tax Identification Number is 52-1629980, do hereby
agree as follows:

ARTICLE 1 - STATEMENT OF WORK

Contractor shall render to Company all the services specified in Exhibit A,
attached hereto and made a part hereof, for the foreign-origin consumer market
(defined as the market comprising consumers in the United States, its
territories and possessions who (a) speak the foreign languages spoken as the
native tongue in all foreign countries except those countries listed on
Schedule 1 hereto or (b) are English speakers who consider foreign countries
other than those countries listed on Schedule 1 hereto their home) (the
"Foreign-Origin Consumer Market"). Contractor shall provide all such services
to the highest professional standards and in conformity with ethical and legal
standards.

ARTICLE 2 - DURATION

This Agreement applies to all work performed by Contractor or on behalf of
Contractor described in Exhibit A hereto before the expiration of this
Agreement, whether such work is performed in anticipation of or following the
execution of this Agreement. This Agreement shall expire on March 31, 1995.
This Agreement may be renewed upon mutual agreement of both parties. Company
shall provide Contractor notice of its intent to renew the program contemplated
hereby at least thirty (30) days prior to the expiration of this Agreement.
Company shall have a right of first refusal for the renewal of the program
contemplated hereby until thirty (30) days prior to the date of the expiration
of this Agreement; provided, however, that the period during which company
shall have a right of first refusal shall be extended through the date of the
expiration of this Agreement in the event that Company has, on or prior to the
thirtieth day prior to the date of the expiration of this Agreement, given
notice of its intent to renew the program contemplated hereby. If Contractor
and Company do not agree upon the terms and conditions of such renewal during
the period in which Company has a right of first refusal, Contractor shall
thereafter have the right to offer such program to other parties, subject to
the provisions of Section 12 of Exhibit A.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.
<PAGE> 2
CONFIDENTIAL TREATMENT

ARTICLE 3 - AGREEMENT PRICE

Upon submission of accurate invoices by Contractor as required herein, Company
shall pay Contractor for the performance of this Agreement in accordance with
the schedule contained in Exhibit B, attached hereto and made a part hereof.
Unless otherwise specifically provided herein, the scheduled payments include
the cost of all labor, equipment, materials, work products and other
disbursements required to complete the services described in Exhibit A, and
there shall be no additional charges unless agreed to by both parties.

ARTICLE 4 - INVOICING

Contractor shall invoice Company monthly for all payments due based on the
compensation schedule set forth in Exhibit B using the reports provided by
Company under Exhibit A. Contractor shall render invoices against this
Agreement, which shall indicate amounts due (and the basis for the
determination thereof) in accordance with the schedule of payments in Exhibit
B, shall reflect this Agreement Number _______, and shall be submitted in
duplicate to:

Diana Garcia Farrell
AT&T
412 Mt. Kemble Avenue
Room C 374-C
Morristown, New Jersey 07962

Contractor shall mail invoices with copies of any supporting documentation
required herein.

ARTICLE 5 - REPRESENTATIVES

Company's Representative is Diana Garcia Farrell or such other persons as may
be designated in writing by Company from time to time. Contractor's
Representative is Sheila Cosgarea or such other persons as may be designated in
writing by Contractor from time to time.

ARTICLE 6 - NOTICES

Any notice or demand which under the terms of this Agreement or under any
statute must or may be given or made by Contractor or company shall be in
writing and shall be given or made by telegram, tested telex, confirmed
facsimile, or similar communication or by certified or registered mail
addressed to the respective parties as follows:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 3
CONFIDENTIAL TREATMENT

To Company: Diana Garcia Farrell
AT&T
412 Mt. Kemble Avenue
Room C 374-C
Morristown, New Jersey 07962

telephone: (201) 644-8460
facsimile: (201) 644-6326

To Contractor: Sheila Cosgarea
Snyder Communications, LP
Democracy Center Two
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817

telephone: (301) 468-1010
facsimile: (301) 468-0305

Such notice or demand shall be deemed to have been given or made when sent by
telegram, telex, facsimile, or other similar communication or five days after
deposit, postage prepaid, in the U.S. mail.

The above addresses may be changed at any time by giving prior notice as above
provided.

ARTICLE 7 - COMPANY INFORMATION

"Company Information" shall mean any tangible or intangible work and work
products comprising or incorporated in specifications, drawings, sketches,
models, samples, tools, computer or other apparatus programs, technical or
business information or data, whether expressed in written or other recorded
form or orally or otherwise, owned or controlled by Company and furnished to or
acquired by Contractor under this Agreement, including, but not limited to,
lists of customers provided by Company or developed by Contractor for Company
in connection with the services performed or promotion activities undertaken
pursuant to this Agreement and the Field Sales Booths and Editorial and Graphic
Property referenced in Article 9 of this Agreement. All Company Information
shall be deemed to be and remain Company's property. All copies of such
Company Information in written, graphic or other tangible form, including but
not limited to customer lists, shall, at no extra cost to Company and as it
directs, be destroyed, surrendered or returned to Company promptly upon
termination of this Agreement. Unless such Company Information was previously
known to Contractor free of any obligation to keep it confidential as evidenced
by documentation in Contractor's possession, or has been or is subsequently
made public through no improper means imputable to Contractor, or is
independently developed by Contractor, or is lawfully received free of known
restrictions from another source, it shall be kept

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 4
CONFIDENTIAL TREATMENT

confidential by Contractor, shall be used only in performing Contractor's
obligations or exercising Contractor's rights under this Agreement, and may not
be used for other purposes except upon such terms as may be agreed upon between
Contractor and Company separately in writing. Contractor shall ensure that
none of Contractor's employees or subcontractors who are providing services, or
supporting the provision of services, to other companies engaged in the
provision of long-distance telecommunications services (other than Contractor's
President and Chief Executive Officer, Chief Operating Officer, Vice President
of Direct Sales and Senior Vice President) shall receive or have communicated
to them any Company Information.

ARTICLE 8 - CONTRACTOR INFORMATION

"Contractor Information" shall mean any tangible or intangible work and work
products comprising or incorporated in specifications, drawings, sketches,
models, samples, tools, computer or other apparatus programs, technical or
business information or data, whether expressed in written or other recorded
form or orally or otherwise, owned or controlled by Contractor and furnished to
or acquired by Company under this Agreement. Except as may be otherwise
provided in Article 9, all Contractor Information shall be deemed to be and
remain Contractor's property. All copies of such Contractor Information in
written, graphic or other tangible form shall, at no extra cost to Contractor
and as it directs, be destroyed or surrendered to Contractor promptly upon
termination of this Agreement. Unless such Contractor Information was
previously known to Company free of any obligation to keep it confidential as
evidenced by documentation in Company's possession, or has been or is
subsequently made public through no improper means imputable to Company, or is
independently developed by Company, or is lawfully received free of known
restrictions from another source, it shall be kept confidential by Company,
shall be used only in performing Company's obligations or exercising Company's
rights under this Agreement, and may not be used for other purposes except upon
such terms as may be agreed upon between Company and Contractor separately in
writing.

ARTICLE 9 - TITLE TO WORK PRODUCTS

All of Contractor's right, title and interest in and to the Field Sales Booths
(as defined in Exhibit A hereof) and the editorial and graphic portions of
other advertising and marketing materials (the "Editorial and Graphic
Property") developed or produced under this Agreement by or on behalf of
Contractor for Company, all of Contractor's right, title and interest in
copyrights and other intellectual property rights derived from the same, and
all of Contractor's right, title and interest in and to customer lists
developed by Contractor for Company in connection with the services provided or
promotional activities undertaken pursuant to this Agreement shall be and are
hereby assigned by Contractor to Company and are hereby agreed by Contractor to
be transferred to Company or otherwise vested therein, effective when first
capable of being so assigned, transferred or vested. Contractor shall obligate
its employees, subcontractors and others to provide, and shall supply to
Company at no extra cost, all such assignments, rights and covenants as Company
reasonably deems appropriate to assure and perfect such transfer or other
vesting. The Editorial and Graphic Property shall be provided to Company as
required herein or on

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 5
CONFIDENTIAL TREATMENT

termination or expiration of this Agreement, whichever is earlier, unless
Contractor is requested in writing to do otherwise. The Field Sales Booths
shall be made available by Contractor for pick up by Company at Contractor's
offices or at one other location in the Washington, D.C. metropolitan area upon
termination or expiration of this Agreement. The Field Sales Booths and the
Editorial and Graphic Property shall be considered to be a "work made for
hire" to the extent allowed by law. Notwithstanding anything in this Article 9
to the contrary, Company shall not acquire title to (a) Contractor's
trademarks, service marks, or trade secrets, (b) Contractor's copyrights, other
intellectual property rights, and tangible work products preexisting execution
of this Agreement and not developed or produced in anticipation hereof, and (c)
any information used in the program which is not specifically related to
Company, including, by way of illustration and not of limitation, training
manuals used by Contractor.

The work and work products developed or produced under this Agreement shall be
the original work of Contractor, unless Company's Representative has consented
in writing to the inclusion of work or work products owned or copyrighted by
others (hereafter "included works"). In requesting such consent, Contractor
shall notify Company of the scope of the rights and permissions Contractor
intends to obtain for Company with respect to such included works and modify
the scope of same as requested by Company. Copies of all rights and
permissions, clearly identifying the included works to which they apply, shall
be supplied to Company promptly after their acquisition.

Company acknowledges that Contractor normally obtains stock photography under
single-use licenses from third-party copyright owners. Company hereby
generally consents to inclusion of stock photography in the work products to be
produced under this Agreement.

ARTICLE 10 - INDEMNIFICATION/INFRINGEMENT

Contractor agrees to indemnify and save harmless Company, its subsidiaries and
other affiliates, its and their direct and indirect customers, and the
officers, directors, employees, successors and assigns of any of them (all
hereinafter referred to in this paragraph as "Company") from and against
claims, losses, damages, expenses, liabilities, suits, demands, or liens that
arise out of or result from:

(1) Injuries or death to persons or damage to property, including
theft, in any way arising out of or occasioned by, caused or
alleged to have been caused by or on account of the
performance of the work or services performed by Contractor or
persons furnished by Contractor;

(2) Assertions under Workers' Compensation or similar acts made by
persons furnished by Contractor or by any subcontractor of
Contractor, or by reason of any injuries to such persons for
which Company would be responsible under Workers' Compensation
or similar acts if the persons were employed by the Company;

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 6
CONFIDENTIAL TREATMENT

(3) Any failure on the part of Contractor to satisfy all claims
for labor, equipment, materials and other obligations relating
to the performance of the work hereunder;

(4) Any failure by Contractor to perform Contractor's obligations
under this clause or the Insurance clause; and

(5) Any alleged act of infringement of any patent, trademark,
copyright or other right or any misappropriation (including
misuse) of any trade secret or other proprietary interest,
except where such infringement or misappropriation arises from
Contractor's adherence to or reliance on Company's written
instructions or authorization, in which case Company shall so
indemnify Contractor.

Company agrees to indemnify and save harmless Contractor, its partners and
other affiliates and the officers, directors, employees, successors and assigns
of any of them (all hereinafter referred to in this paragraph as "Contractor")
from and against claims, losses, damages, expenses, liabilities, suits,
demands, or liens that arise out of or result from:

(1) any error or omission by Company with respect to long distance
services product or rate information furnished or approved by
Company, provided that the indemnification obligations of this
clause (1) shall apply only where such information is included
in (a) an English language advertisement, brochure,
application, insert or other promotional or training document,
publication or dissemination that has been approved by Company
or (b) an English language version of an advertisement,
brochure, application, insert or other promotional or training
document, publication or dissemination that is to be
distributed or otherwise disseminated in a language or
languages other than English, which English language version
has been provided by Contractor to company and has been
approved by Company prior to its translation into language(s)
other than English, provided that the indemnification
obligations of this paragraph shall not extend to errors or
omissions in long-distance services product or rate
information that result from foreign language translation
errors where such translation services are provided by
Contractor; or

(2) any act or omission for which the Company (as such term is
used in the preceding paragraph) is obligated pursuant to the
terms of clause (5) of the preceding paragraph to indemnify
Contractor.

Each party shall defend or settle, at its own expense, any action or suit
against the other for which it is responsible hereunder and shall reimburse the
other for reasonable attorneys' fees, interest, costs of suit and all other
expenses incurred by the other in connection therewith. Each party shall
notify the other promptly of any claim for which the other is responsible
hereunder, and shall cooperate with the other in every reasonable way to
facilitate the defense of any such claim.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 7
CONFIDENTIAL TREATMENT

ARTICLE 11 - INSURANCE

Contractor shall maintain during the term of this Agreement (1) Worker's
Compensation insurance as prescribed by the law of the state or nation in which
the work is performed, (2) employer's liability insurance with limits of at
least $300,000 for each occurrence, (3) comprehensive automobile liability
insurance, if the use of motor vehicles is required, with limits of at least
$1,000,000 combined single limit for bodily injury and property damage for each
occurrence, (4) Comprehensive General Liability ("CGL") insurance, including
Blanket Contractual Liability and Broad Form Property damage, with limits of at
least $1,000,000 combined single limit for personal injury and property damage
for each occurrence. All CGL insurance shall designate Company as an
additional insured. All such insurance must be primary and required to respond
and pay prior to any other available coverage.

Contractor agrees that Contractor, Contractor's insurer(s) and anyone claiming
by, through, under or in Contractor's behalf shall have no claim, right of
action or right of subrogation against Company based on any loss or liability
insured under the foregoing insurance. Contractor shall furnish within 30 days
following the effective dates hereof certificates or adequate proof of the
foregoing insurance. Company shall be notified in writing at least thirty (30)
days prior to cancellation or any change in the policy.

ARTICLE 12 - RELATIONSHIP

Contractor shall exercise full control and direction over the employees of
Contractor performing the services covered by this Agreement. Contractor shall
provide direction and detailed specifications to any subcontractors or
employees of subcontractors performing the services covered by this Agreement.
Any changes in personnel that may be reasonably requested by Company through
its authorized representative shall be made as soon as possible.

Neither Contractor nor its employees or agents shall be deemed to be Company's
employees or agents. It is understood that Contractor is an independent
contractor for all purposes and at all times. Contractor is wholly responsible
for withholding and payment of all applicable federal, state and local income
and other payroll taxes with respect to its employees, including contributions
from them as required by law.

ARTICLE 13 - COMPENSATION AND OTHER VERIFICATION

Upon reasonable prior request by Company, Contractor will permit Company to
inspect its facilities and procedures used to perform services for Company
hereunder, and Contractor shall comply promptly with all reasonable requests
made by company to modify such facilities and procedures to maintain and
enhance to Company's satisfaction Contractor's security arrangements

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 8
CONFIDENTIAL TREATMENT

and procedures for the protection of Company information and property,
including but not limited to, all Company customer data maintained by
Contractor.

Contractor shall have the right, at its sole expense, to have an independent
certified public accountant (the "Examining Accountant") examine individual
customer data in accordance with the procedures set forth in Exhibit C hereto.
Such examinations shall be made during regular business hours and upon ten (10)
days' prior written notice and may be conducted no more than twice per calendar
year.

If the results of the Examining Accountant's review indicate that Contractor is
owed additional compensation by Company hereunder, Company shall pay such
additional compensation to Contractor within thirty (30) days of the completion
of the Examining Accountant's review. If the results of the Examining
Accountant's review indicate that Contractor has received more compensation
from Company than Company is obligated to pay Contractor hereunder, the amount
of any such excess compensation shall be credited against future payments owed
by Company to Contractor hereunder.

ARTICLE 14 - TERMINATION

In the event either party materially breaches any of the terms of this
Agreement, the other party may terminate this Agreement, in whole or in part,
if such breach is not cured within 30 days after notice thereof is given to the
breaching party. In such case, subject to Company's right of set off,
Company's liability, if any, shall be limited to payment of the amount due for
services performed by Contractor hereunder through the date of termination in
accordance with the compensation provisions set forth in Exhibit B hereto,
including without limitation the provisions of Section 1(d) of Exhibit B. Such
payment shall constitute a full and complete discharge of Company's
obligations. In no event shall Company's liability exceed the amounts
calculated in accordance with Exhibit B of this Agreement. Upon such a
termination, Company shall pay Contractor monies due and owing pursuant to this
Article or Contractor shall refund monies due Company, if any.

ARTICLE 15 - FORCE MAJEURE

Neither party shall be held responsible for any delay or failure in performance
of any part of this Agreement to the extent such delay or failure is caused by
fire, flood, explosion, war, strike, embargo, government requirement, civil or
military authority, act of God, act or omission of carriers or other similar
causes beyond its control and without the fault or negligence of the delayed or
non-performing party or its subcontractors ("force majeure conditions").
Notwithstanding the foregoing, Contractor's liability for loss or damage to
Company's material in Contractor's possession or control shall not be modified
by this clause. If any force majeure condition occurs, the party delayed or
unable to perform shall give immediate notice to the other party, stating the
nature of the force majeure condition and any action being taken to avoid or
minimize its effect, and the party affected by the other's delay or inability
to perform may elect to:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 9
CONFIDENTIAL TREATMENT

(1) suspend this Agreement for the duration of the force majeure condition and,
(a) at its option, obtain elsewhere services to be furnished under this
Agreement and (b) once the force majeure condition ceases, resume performance
under this Agreement with an option in the affected party to extend the period
of the Agreement up to the length of time the force majeure condition endured;
and/or (2) when the delay of non-performance continues for a period of at least
fifteen (15) days, terminate, at no charge, this Agreement or the part of it
relating to services not already performed. Unless written notice is given
within forty-five (45) days after the affected party is notified of the force
majeure condition, option (1) shall be deemed to have been selected.

ARTICLE 16 - ASSIGNMENT

Contractor shall not assign any right or interest under this Agreement
(excepting monies due or to become due), or delegate or subcontract any work or
other obligation to be performed or owed under this Agreement without prior
written consent of Company except for printing services and the use by
Contractor of independent sales agents in Field Marketing Activities (as
defined in Exhibit A hereto). Any attempted assignment or delegation in
contravention of the above provisions shall be void and ineffective. Any
assignment of monies shall be void and ineffective to the extent that (1)
Contractor shall not have given Company at least thirty (30) days' prior
written notice of such assignment or (2) such assignment attempts to impose
upon Company obligations to the assignee additional to the payment of such
monies, or to preclude Company from dealing solely and directly with Contractor
in all matters pertaining to this Agreement including the negotiation of
amendments or settlements of charges due. All work performed by Contractor' s
subcontractor(s) at any tier shall be deemed work performed by Contractor.

ARTICLE 17 - TAXES

Company shall reimburse Contractor for state and local sales and use taxes
incurred by Contractor with respect to production of the sales booths described
in Section 1.c of Exhibit B and the services to be performed under this
Agreement. Taxes payable by Company shall be billed as separate items on
Contractor's invoices and shall not be included in Contractor's prices.
Company shall have the right to have Contractor contest any such taxes that
Company deems improperly levied, at Company's expense and subject to Company's
direction and control.

ARTICLE 18 - COMPLIANCE WITH LAWS

Contractor and all persons furnished by Contractor shall comply at their own
expense with all applicable federal, state, local and foreign laws, ordinances,
regulations and codes, including all applicable laws, ordinances, regulations
and codes governing telemarketing (collectively, "Applicable Laws"), including
identification and procurement of required permits, certificates, licenses,
insurance, approvals and inspections (collectively, "Applicable Permits") in
performing its duties under this Agreement. Contractor shall instruct its
subcontractors and independent agents to comply with all Applicable Laws and
Applicable Permits in performing their duties

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 10
CONFIDENTIAL TREATMENT

under this Agreement. Contractor agrees to indemnify Company for any loss or
damage that may be sustained by reason of any failure of Contractor to do so.

ARTICLE 19 - PUBLICITY/IDENTIFICATION

Contractor shall not, unless expressly authorized hereunder or by Company's
written consent, engage in promotion or publicity about either party's
participation in this Agreement, or in any circumstance connected herewith make
public use of any AT&T identification. As used herein, "AT&T identification"
means any copy or semblance of any trade name, trademark, service mark,
insignia, symbol, logo, designation or other product or service identification
of American Telephone and Telegraph company or any of its subsidiaries or other
affiliates (all "AT&T entities"), or any evidence of inspection by or for any
AT&T entity. Contractor agrees to remove or obliterate any AT&T identification
prior to any sale, use or disposition of any items rejected by Company, and
shall indemnify any AT&T entity against any claim brought against it on account
of Contractor's failure to do so. This article does not modify the Article
entitled "Company Information".

Notwithstanding the foregoing, Contractor may represent that Company is a
client of Contractor; however, Contractor is prohibited hereunder from making
any other representations to anyone regarding its relationship to Company.

ARTICLE 20 - RIGHT OF ACCESS

Each party shall have the right to enter the premises of the other party during
normal business hours with respect to the performance of this Agreement,
subject to all applicable laws, rules and regulations.

ARTICLE 21 - WAIVER

The failure of either party at any time to enforce any right or remedy
available to it under this Agreement or otherwise with respect to any breach or
failure by the other party shall not be construed to be a waiver of such right
or remedy with respect to any other breach or failure by the other party.

ARTICLE 22 - SEVERABILITY

If any of the provisions of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render
unenforceable the entire Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of Contractor and
Company shall be construed and enforced accordingly.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 11
CONFIDENTIAL TREATMENT

ARTICLE 23 - SURVIVAL OF OBLIGATION

The obligations of the parties under this Agreement that by their nature would
continue beyond the termination, cancellation or expiration of this Agreement,
including, by way of illustration only and not of limitation, those in the
clauses COMPLIANCE WITH LAWS, INSURANCE, INDEMIFICATION/INFRINGEMENT,
PUBLICITY/IDENTIFICATION, COMPANY INFORMATION, CONTRACTOR INFORMATION and TITLE
TO WORK PRODUCTS, shall survive termination, cancellation or expiration of this
Agreement.

ARTICLE 24 - CHOICE OF LAW

The construction, interpretation and performance of this Agreement and all
transactions under it shall be governed by the laws of the State of New Jersey
excluding its choice of law rules. Contractor agrees to submit to the
jurisdiction of any court wherein an action is commenced against Company based
on a claim for which Contractor has agreed to indemnify Company under this
Agreement.

ARTICLE 25 - IMPLEADER

Contractor shall not implead or bring an action against Company, its employees
or customers based on any claim by any person for personal injury or death to
an employee of Company or its customers occurring in the course or scope of
employment and that arises out of materials or services furnished under this
Agreement.

ARTICLE 26 - RELEASES VOID

Neither party shall require (1) waivers or releases of any personal rights or
(2) execution of documents, in both cases which conflict with the terms of this
Agreement, from employees, representatives or customers of the other in
connection with visits to its premises and both parties agree that no such
releases, waivers or documents shall be pleaded by them or third persons in any
action or proceeding.

ARTICLE 27 - NONEXCLUSIVE MARKET RIGHTS

It is expressly understood and agreed that this Agreement does not grant
Contractor exclusive rights or privileges of any nature with respect to the
provision to Company of the services to be provided by Contractor hereunder.
It is, therefore, understood that Company may contract with other contractors
for the procurement of services of the type to be provided by Contractor
hereunder or itself engage in activities of the type to be provided as services
by Contractor hereunder.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 12
CONFIDENTIAL TREATMENT

ARTICLE - CHANGES

Company may, at any time, by written notice of its Representative, advise
Contractor of Company's intent to make changes in or additions to the services
to be rendered hereunder. If such intended changes cause an increase in the
amount or character of Contractor's work under this Agreement, or in the time
required for its performance, Contractor shall promptly so advise Company,
specifying the impact of such change on the price or the time required for
performance. Thereafter, if Company elects to make changes, Company and
Contractor shall negotiate in good faith to agree on an equitable adjustment to
all appropriate terms and conditions, including the amount to be paid to
Contractor and the time for performance, and this Agreement shall be modified
accordingly with an amendment executed by both parties. Company shall not be
liable for any additional amounts to be paid Contractor and Contractor shall
not be obligated to make any changes to the services provided hereunder unless
the parties reach an agreement with respect to such modifications and execute
an amendment to this Agreement.

ARTICLE 29 - ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between Contractor and Company
relating to the subject matter hereof and shall not be modified or rescinded in
any manner except by an amendment executed by both parties. Both Contractor
and Company agree that no prior or contemporaneous oral representations form a
part of their agreement. Additional or different terms inserted in this
Agreement by contractor, or deletions thereto, whether by alterations, addenda,
or otherwise, shall be of no force and effect, unless expressly consented to by
Company in writing. Estimates and forecasts furnished by Company shall not
constitute commitments. The provisions of this Agreement supersede all
contemporaneous oral agreements and all prior oral and written quotations,
communications, agreements and understandings of the parties with respect to
the subject matter of this Agreement.

IN WITNESS WHEREOF, Contractor and Company have executed this Agreement in
duplicate as of February _, 1994.

SNYDER COMMUNICATIONS, L.P. AT&T COMMUNICATIONS,
INC.

By: /s/ Michele D. Snyder By:
- ------------------------------- -------------------------------

- ------------------------------- -------------------------------
Title: Chief Operating Officer Title:
- ------------------------------- -------------------------------

Michele D. Snyder
- ------------------------------- -------------------------------
Name(print) Name(print)

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 13
CONFIDENTIAL TREATMENT

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 14
CONFIDENTIAL TREATMENT

SCHEDULE 1

This is Schedule 1 to Agreement No. ______between AT&T Communications, Inc.
(Company) and Snyder Communications, L.P. (Contractor) and sets forth the
excluded countries to which reference is made in Article I of the Agreement.
The excluded countries are:

China
Hong Kong
Taiwan
Philippines
Singapore
Malaysia
Indonesia
Japan
Korea
Vietnam
Cambodia
Laos
Thailand
Guam

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 15
CONFIDENTIAL TREATMENT

EXHIBIT A

This is Exhibit A to Agreement No. ______________________________ between AT&T
Communications, Inc. (Company) and Snyder Communications, LP (Contractor) and
shows the principal services to be provided hereunder.

1. Contractor shall create, design and print (subject to company's review
and approval), at Contractor's sole expense, customized application
brochures marketing Company's long distance services for consumers to
the Foreign-Origin Consumer Market. Company shall use its reasonable
best efforts to review and approve such brochures as quickly as
possible, and in any event shall in all cases complete its review of
such brochures by the sixth business day following Company's receipt
of the draft brochure from Contractor. Contractor shall distribute
such brochures by insertion into publications targeted at the
Foreign-Origin Consumer Market in the United States, its territories
and possessions for which Contractor has contracts or obtains
contracts during the term of this Agreement (collectively, the
"Subject Publications"). Contractor shall insert such brochures only
in publications for which Contractor has exclusive insertion rights
for insertions relating to long-distance telecommunications services.

2. Contractor shall provide Company thirty (30) days' prior notice of the
publications into which such application brochures will be inserted
and the particular schedule for such insertions. Company shall have
the right to refuse any publication which it deems inappropriate for
its image by providing Contractor notice of its objection within ten
(10) days of receiving notice from Contractor of the proposed
publication. Contractor may make good faith modifications to the
schedule of insertions in the event of reasonable business
contingencies, with notice to Company. Company will make reasonable
efforts not to run any acquisition advertising marketing Company's
long distance services for consumers in any publication on the same
date which Contractor has notified Company that it will be inserting
an application brochure into such publication.

3. Such inserts will not be marketed in the same issue of the Subject
Publications with any other inserts provided by Contractor, provided,
however, that Contractor may include one insert relating to banking
products in such issue so long as such insert does not promote any
alliances or promotions relating to long distance telecommunication
services in connection with such banking products. Whenever an insert
is marketed in the same issue of a Subject Publication as an insert
provided by Contractor relating to banking products, Contractor shall
provide a copy of the banking-products insert to Company within ten
(10) days after the date of the publication.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 16
CONFIDENTIAL TREATMENT

displays and any other marketing activities mutually agreed upon by
the parties (collectively, "Field Marketing Activities"). Company
shall provide Contractor ten (10) days' prior notice of the proposed
location for any Company event targeted to the Foreign-Origin Consumer
Market and Contractor shall not conduct Field Marketing Activities at
such location during any such Company event.

5. Contractor shall make its sales management staff available at
Contractor's offices or at another location in the Washington, D.C.
metropolitan area for such training as is contemplated hereby and
shall otherwise cooperate with Company in ensuring that Contractor's
sales management staff are appropriately trained with respect to
Company products and services to be marketed hereunder.

6. Contractor shall provide inbound telemarketing services as necessary
for the receipt of subscriber authorizations arising from application
brochures distributed by Contractor pursuant hereto. Upon the mutual
agreement of both parties, Contractor may provide outbound
telemarketing services for purposes to be specified by the parties.

7. Contractor shall make its telemarketing personnel reasonably available
at Contractor's offices or another location in the Washington, D.C.
metropolitan area for such training as is contemplated hereby and
shall otherwise cooperate with Company in ensuring that Contractor's
telemarketing personnel are appropriately trained with respect to
Company's products and services to be marketed hereunder. Contractor
agrees to submit telemarketing scripts, job aids and other written
materials to Company for its review and approval prior to such
materials, first use by telemarketers.

8. Contractor shall receive, process, and transmit subscriber
authorizations in accordance with such reasonable procedures as
Company may require.

9. Contractor hereby agrees that it shall not create or distribute
customized application brochures targeted to the Foreign-Origin
Consumer Market to be inserted into the Subject Publications for any
other long-distance telecommunications company during the term of this
Agreement.

10. It is agreed and understood that during the term of this Agreement
Company shall have category exclusivity for the long-distance
telecommunications category for programs that are of the type
contemplated by this Agreement and are targeted at the Foreign-Origin
Consumer Market.

11. Contractor shall offer Company an exclusive right to negotiate an
agreement relating to any other marketing program involving
long-distance telecommunications services targeted to the
Foreign-Origin Consumer Market during the term of this Agreement for a
period of forty-five (45) days after Contractor submits the proposed
program to Company. If Contractor and Company do not agree upon the
terms and conditions of

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 17
CONFIDENTIAL TREATMENT

such program within such period, Contractor shall, subject to the
provisions of Section 12 of this Exhibit A in the case of an
acquisition program, thereafter have the right to offer such program
to other parties.

13. Company shall provide rates and incentive signup promotions that are
no less favorable than those provided by Company for its other
acquisition efforts directed to the Foreign-Origin Consumer Market
throughout the term of this Agreement.

14. Company shall use reasonable efforts to supply timely product and rate
information to Contractor during the term of this Agreement.

15. Company shall provide to Contractor's telemarketing personnel, at
Company's own expense and on a timely basis, training and appropriate
materials regarding products and services to be marketed hereunder.
Company shall provide to Contractor's field sales management staff, at
Company's own expense and on a timely basis, training and information
regarding Company's products and services to be marketed hereunder.

16. Company shall provide a monthly report to Contractor, sorted by
identification number and, so long as Contractor has provided an
electronic media file to Company for the relevant data, accompanied by
an electronic media file, providing the following information for each
application submitted:

a. an identification number which can be utilized to track the
publication into which the application was inserted or the
source from which the application originated;

b. status as "Acceptable" or "Unacceptable" sorted by the
application number described in item 1 above, and if
installed, the enrollment date and if not installed, the
reason it was deemed unacceptable; and

c. monthly usage in the higher of the first two calendar months
following installation.

17. Contractor agrees to take the following actions to prevent the
fraudulent solicitation of customer switching that is customarily
referred to as "slamming" (referred to herein as "Fraudulent
Solicitation"):

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

a. Contractor shall institute and maintain strict training
guidelines for its field sales people designed to ensure that
its field sales people are aware that Fraudulent Solicitation
is prohibited;

b. Contractor shall supervise its field sales personnel so as to
permit prompt detection of any Fraudulent Solicitation;

c. Contractor shall not provide any compensation to any member of
its field sales staff for a Dial 1 customer if Contractor has
previously paid the field sales staff member for obtaining a
Dial 1 customer at the same billing telephone number in the
previous three (3) months and, in addition, shall deduct from
future compensation payable to the field sales staff member
the amount of any compensation paid by Contractor to the field
sales staff member for the initial authorization obtained from
the Dial 1 customer; and

d. Contractor shall promptly discharge any member of its field
sales staff that is determined by Contractor to have engaged
in Fraudulent Solicitation.

18. Company shall promptly return all uninstalled applications to
Contractor. Such returned applications shall be utilized by
Contractor exclusively for training, reapplication and quality control
purposes. Uninstalled applications are Company Information as defined
in Article 7 of this Agreement and shall be returned to company upon
termination or expiration of this Agreement.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

EXHIBIT B

This is Exhibit B to Agreement No. _______________ between AT&T Communications,
Inc. (Company) and Snyder Communications, LP (Contractor) and shows the amounts
to be paid Contractor for the various services to be performed hereunder.

Company shall pay Contractor, following receipt and acceptance of Contractor's
invoices by Company, in accordance with the following:

1. COMPENSATION

a. Company shall pay Contractor as follows for each new
Company installed Dial 1 customer obtained through
Contractor's marketing efforts hereunder:

i. Company shall pay Contractor $______*______
for each new Company installed Dial 1
customer whose monthly usage in either the
first or second calendar month following
installation (whichever is higher) is at
least $______*______ but not more than
$______*______.

ii. Company shall pay Contractor $______*______
for each new Company installed Dial 1 customer
whose monthly usage in either the first or
second calendar month following installation
(whichever is higher) is at least $50.00 but
not more than $______*______.

iii. Company shall pay Contractor $______*______
for each new Company installed Dial I customer
whose monthly usage in either the first or
second calendar month following installation
(whichever is higher) is $______*______ or
more.

iv. Company shall not be obliged to pay
Contractor for a Dial 1 customer if Company
previously has paid Contractor for obtaining
a Dial 1 customer at the same billing
telephone number in the previous three (3)
months.

b. In addition to the compensation payable pursuant to
Section 1a of this Exhibit B, Company shall pay
Contractor in addition a one-time bonus of
$______*______ if any ______*______ Dial 1 customers
installed from applications delivered during
any period beginning April 1 of one year and ending
March 31 of the succeeding year have an average
monthly bill of at least $______*______. The average
monthly bill of such customers will be calculated
based an each customer's bill during the first full
30-day billing cycle commencing after the customer's
installation.

c. Contractor shall, at its own cost and expense,
construct or arrange for the construction of field
sales booths for 40 sales people to be used by it in
providing

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 20
CONFIDENTIAL TREATMENT

the services contemplated hereby (the "Field Sales
Booths"). Company shall make a payment (the "Booth
Payment") to Contractor in connection with the
construction of the Field Sales Booths that is equal
to the lesser of (a) $______*______ and (b)
Contractor's actual costs (calculated using
Contractor's actual materials and labor costs,
including salary and fringe benefits for in-house
services utilized by Contractor) in constructing or
arranging for the construction of the Field Sales
Booths. Company shall pay Contractor a $______*______
portion of the Booth Payment within thirty (30) days
of receipt of an appropriate invoice after the
execution of this Agreement and shall pay Contractor
the balance of the Booth Payment within thirty (30)
days of receipt of notice that Contractor has staffed
its Field Marketing Activities with at least 40 sales
people and has provided Company with documented
actual materials and labor costs.

d. For a period of thirty (30) days following the
termination or expiration of this Agreement, Company
shall accept outstanding but not yet submitted
applications that were obtained by Contractor from
customers prior to the expiration or termination of
the Agreement or were distributed to customers prior
to the expiration or termination of the Agreement.
Contractor shall be compensated for these submitted
sales under the terms of this Agreement.

2. LIMITATION ON COMPENSATION

a. Notwithstanding any provision of Section 1 of this
Exhibit B, the total compensation payable by Company
to Contractor during the term of this agreement shall
not exceed $______*______. Contractor shall
notify Company not less than sixty (60) days before
the date it reasonably expects the total compensation
paid under the agreement to reach $______*______.
Following such notification, Company and Contractor
shall negotiate in good faith to increase the maximum
total compensation limit of this Agreement.

b. Company shall notify Contractor on the date that
total compensation paid reaches the then applicable
maximum total compensation limit. If the parties
have not amended this Agreement to increase the
maximum total compensation limit prior to such date,
then Contractor's obligations to perform any services
under this Agreement shall cease, and Contractor
shall not have any obligation to deliver to Company
any additional applications obtained by Contractor
under the agreement. If the parties do not execute
an amendment increasing the maximum total
compensation within ten (10) days after the date on
which the maximum total compensation limit is
reached, then either party may immediately terminate
this Agreement.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 21
CONFIDENTIAL TREATMENT

3. PAYMENT SCHEDULE

a. Subject to Section 3.b below, compensation payments
to Contractor shall be made according to the
following schedule:

i. An initial payment of $______*______ for each
installed Dial 1 customer shall be made by
Company on or before the thirtieth (30th) day
of the first month following the month of
installation.

ii. A reconciliation payment shall be made for
each installed Dial 1 customer on or before
the thirtieth (30th) day of the second month
following the month of installation as
follows:

a. Company shall pay Contractor an
additional $______*______ for each
installed Dial 1 customer whose
monthly usage for the first or second
calendar month following installation
(whichever is higher) exceeds the
minimum threshold set forth in
Section 1.a.ii of this Exhibit B but
does not meet the minimum threshold
set forth in Section 1.a.iii of this
Exhibit B.

b. Company shall pay Contractor an
additional $______*______ for each
installed Dial 1 customer whose
monthly usage for the first or second
calendar month following installation
(whichever is higher) usage exceeds
the threshold set forth in Section
1.a.iii of this Exhibit B.

c. Company shall charge back against
current or future Contractor
compensation payments $______*______
for each installed Dial 1 customer
whose monthly usage for the first or
second calendar month following
installation (whichever is higher)
does not meet the minimum threshold
set forth in Section 1.a.i of this
Exhibit B.

b. If Company's information systems are not able to
process the information required to make payments to
Contractor in accordance with Section 3.a above for
applications submitted from April 1, 1994 to May 31,
1994, compensation payments shall be made for
applications submitted during such period as follows:

i. An initial payment of $______*______ for each
application submitted shall be made by
Company. Company shall use its best efforts
to make this payment on or before the tenth
(10th) day, and shall in all cases make this
payment an or before the thirtieth (30th)
day, of the first month following the month
the application was submitted.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 22
CONFIDENTIAL TREATMENT

ii. A reconciliation payment shall be made for
each application submitted on or before the
thirtieth (30th) day of the second month
following the month of installation (or if
the application is rejected the second month
following the month the application was
submitted) as follows:

a. Company shall pay Contractor an
additional $______*______ for each
installed Dial 1 customer whose
monthly usage in either the first or
second calendar month following
installation (whichever is higher)
exceeds the minimum threshold set
forth in Section 1.a.i of this
Exhibit B but does not meet the
minimum threshold set forth in
Section 1.a.ii of this Exhibit B.

b. Company shall pay Contractor an
additional $______*______ for each
installed Dial 1 customer whose
monthly usage in either the first or
second calendar month following
installation (whichever is higher)
exceeds the minimum threshold set
forth in Section 1.a.ii of this
Exhibit B but does not meet the
minimum threshold set forth in
Section 1.a.iii of this Exhibit B.

c. Company shall pay Contractor an
additional $______*______ for each
installed Dial 1 customer whose
monthly usage in either the first or
second calendar month following
installation (whichever is higher)
exceeds the threshold set forth in
Section 1.a.iii of this Exhibit B.

d. Company shall charge back against
current or future Contractor
compensation payments $______*______
for each application which does
not result in an installed customer
or for each installed Dial 1 customer
whose monthly usage in either the
first or second calendar month
following installation (whichever is
higher) does not meet the minimum
threshold set forth in Section 1.a.i
of this Exhibit B.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 23
CONFIDENTIAL TREATMENT

EXHIBIT C

This is Exhibit C to Agreement No. _________ between AT&T communications, Inc.
(Company) and Snyder Communications, L.P. (Contractor) and sets forth the
procedures contemplated by Article 13 of the Agreement.

The specific documents to be provided by Company and the specific compensation
verification procedures to be performed by the Examining Accountant on
Company's relevant customer and billing records, which are in support of the
periodic payments required to be made by Company to Contractor under the
Agreement, will be as follows:

1. Documents to be provided by Company:

Upon request by Contractor pursuant to Article 13, Company will
provide the Examining Accountant with an electronic media file
containing a detailed listing of individual customer data. All
references to customer herein refer to customers originated and
presented by Contractor to Company for acceptance. This detailed
listing of individual customer data will reflect all customers
accepted or rejected by Company since the later of the original
agreement date and the last presentation of a detailed listing of
individual customer data to the Examining Accountant, and will at the
least include the following data:

a. amounts paid to Contractor for each customer.

b. unique application/customer identification number for
each customer identifiable by Contractor.

c. date of acceptance for each individual customer.

d. if applicable, the reason(s) for rejection of the
individual customer.

2. The following procedures will be employed by the Examining Accountant:

a. The Examining Accountant, utilizing the detailed
listing of individual customer data described in
Section 1.a above, upon request by Contractor
pursuant to Article 13, will select, no more than
twice per year, a sample of no more than 500
customers, providing the detailed listing of
individual customer data reflects at least 10,000
customers. If the detailed listing of individual
customer data reflects less than 10,000 customers,
the sample selected will not exceed 100 customers.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 24
CONFIDENTIAL TREATMENT

b. The sample of customers selected will be presented to
Company, and Company will then provide individual detailed
billing information for each of the customers in the sample
group for both of the relevant billing cycles.

c. During the compensation review, the Examining
Accountant will provide to Company an exception list of
customer names and/or unique application numbers along with
the individual nature and amount of the exceptions.

d. Company's key channel or systems personnel will work
with the Examining Accountant and the excepted customers to
resolve the exceptions.

e. Exceptions, when projected using sampling techniques to
the full population of customers from which the sample was
selected, that are valued at the greater of $______*______ or
_*_% of the total fee value for that population of customers,
will allow the Examining Accountant to perform further
sampling and testing of no more than 500 additional customers
from that population.

f. In no event will the Examining Accountant be permitted
to review or audit the books of account, journals or ledgers
of Company.

g. Prior to commencing review, the Examining Accountant
will execute a non-disclosure agreement containing reasonable
and customary terms.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 25
CONFIDENTIAL TREATMENT

SNYDER

- --------------------------------------------------------------------------------
COMMUNICATIONS, L.P.

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT

This First Amendment to Professional Services Agreement is entered
into as of this 27th day of September, 1994, by AT&T COMMUNICATIONS, INC. (the
"Company") and SNYDER COMMUNICATIONS L.P. (the "Contractor"), and amends,
supplements and modifies that certain Professional Services Agreement entered
into as of February 1994 by and between the Company and the Contractor (the
"Agreement").

1. Subject in all respect to the conditions contained in this
First Amendment, the Agreement is hereby amended as follows:

A. Section 4. of Exhibit A to the Agreement is hereby amended to
read, in its entirety, as follows:

4. Contractor shall market and sell Company long
distance services for consumers to Foreign-Origin
Consumer Market communities in the United States, its
territories and possessions through door-to-door and
other face-to-face selling activities and "take one"
displays and any other marketing activities mutually
agreed upon by the parties (collectively, "Field
Marketing Activities"). THE COMPANY'S LONG DISTANCE
SERVICES FOR CONSUMERS SOLD BY CONTRACTOR SHALL
INCLUDE, WITHOUT LIMITATION AND AT COMPANY'S OPTION,
AT&T TRUEWORLD SAVINGS, AT&T TRUECOUNTRY SAVINGS AND
AT&T TRUEUSA SAVINGS OR SUCH OTHER LONG DISTANCE
SERVICES THAT COMPANY MAY CHOOSE TO OFFER TO THE
FOREIGN-ORIGIN CONSUMER MARKET. Company shall
provide Contractor ten (10) days' prior notice of the
proposed location for any Company event targeted to
the Foreign-Origin Consumer Market and Contractor
shall not conduct Field Marketing Activities at such
location during any such Company event.

Two Democracy Center
6903 Rockledge Drive
Fifteenth Floor
Bethesda, MD 20817
(301) 468-1010
FAX (301) 468-0305

CON94/AT&T First Amendment
October 20, 1994 (Revised)
Page 2

B. A new paragraph marked "v" is hereby added to sub-section "a."
of Section 1. ("Compensation") of Exhibit B to the Agreement, providing as
follows:

v. In addition to any other payments provided herein,
Company shall pay Contractor $____*____ for each
current AT&T customer who enrolls in the AT&T
_______*_______ Plan, AT&T _______*_______
Plan or the AT&T _______*_______ Plan,
whose monthly usage in either the first or second
calendar month following installation (whichever is
higher) is at least $_______*_______.

C. A new paragraph marked "iii." is hereby added to sub-section
"a." of Section 3. ("Payment Schedule") of Exhibit B to the Agreement,
providing as follows:

iii. The payment of $_______*_______ for each enrollment
of a current AT&T Dial 1 Customer in the AT&T
_______*________ Plan, AT&T _______*________ Plan
or the AT&T _______*________ Plan, shall be
made by the Company on or before the thirtieth (30th)
day of the first month following the month of
enrollment. Company shall charge back against
current or future Contractor compensation AT&T
payments $____*____ for each AT&T customer who
enrolled in the AT&T _________*_________ Plan,
AT&T _________*_________ Plan or the AT&T
_________*_________ Plan whose usage in the first or
second calendar month following installation
(whichever is higher) does not meet the minimum
threshold set forth in Section 1.v. of this Exhibit
B.

2. Except as specifically provided in this First Amendment, all
other terms provisions, conditions and covenants contained in the Agreement
shall remain in full force and effect.

3. In the event any conflict shall arise with respect to
interpretation or enforcement, between the provisions of this First Amendment
and the provisions of the Agreement, the provisions of this First Amendment
shall control the resolution of such conflict.

IN WITNESS WHEREOF, the Company and the Contractor have executed this
First Amendment to Professional Services Agreement as of the date and year
first written above.

SNYDER COMMUNICATIONS, L.P. AT&T COMMUNICATIONS, INC.

BY: Michele D. Snyder BY:
- -------------------------------- --------------------------------
Title: Chief Operating Officer TITLE:
- -------------------------------- --------------------------------
DATE: 10/20/94 DATE:
- -------------------------------- --------------------------------

PROFESSIONAL SERVICES AGREEMENT

WITNESSETH:

ARTICLE 1 - STATEMENT OF WORK

ARTICLE 2 - DURATION

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

<PAGE> 28
CONFIDENTIAL TREATMENT

ARTICLE 3 - AGREEMENT PRICE

ARTICLE 4 - INVOICING

Diana Garcia Farrell
AT&T
412 Mt. Kemble Avenue
Room C 374-C
Morristown, New Jersey 07962

Contractor shall mail invoices with copies of any supporting documentation
required herein.

ARTICLE 5 - REPRESENTATIVES

ARTICLE 6 - NOTICES

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 29

CONFIDENTIAL TREATMENT

To Company: Diana Garcia Farrell
AT&T
412 Mt. Kemble Avenue
Room C 374-C
Morristown, New Jersey 07962

telephone: (201) 644-8460
facsimile: (201) 644-6326

To Contractor: Sheila Cosgarea
Snyder Communications, LP
Democracy Center Two
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817

telephone: (301) 468-1010
facsimile: (301) 468-0305

Such notice or demand shall be deemed to have been given or made when sent by
telegram, telex, facsimile, or other similar communication or five days after
deposit, postage prepaid, in the U.S. mail.

The above addresses may be changed at any time by giving prior notice as above
provided.

ARTICLE 7 - COMPANY INFORMATION

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 30
CONFIDENTIAL TREATMENT

ARTICLE 8 - CONTRACTOR INFORMATION

ARTICLE 9 - TITLE TO WORK PRODUCTS

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 31
CONFIDENTIAL TREATMENT

termination or expiration of this Agreement, whichever is earlier, unless
Contractor is requested in writing to do otherwise. The Field Sales Booths
shall be made available by Contractor for pick up by Company at Contractor's
offices or at one other location in the Washington, D.C. metropolitan area upon
termination or expiration of this Agreement. The Field Sales Booths and the
Editorial and Graphic Property shall be considered to be a "work made for hire"
to the extent allowed by law. Notwithstanding anything in this Article 9 to
the contrary, Company shall not acquire title to (a) Contractor's trademarks,
service marks, or trade secrets, (b) Contractor's copyrights, other
intellectual property rights, and tangible work products preexisting execution
of this Agreement and not developed or produced in anticipation hereof, and (c)
any information used in the program which is not specifically related to
Company, including, by way of illustration and not of limitation, training
manuals used by Contractor.

ARTICLE 10 - INDEMNIFICATION/INFRINGEMENT

(1) Injuries or death to persons or damage to property, including
theft, in any way arising out of or occasioned by, caused or
alleged to have been caused by or on account of the performance of
the work or services performed by Contractor or persons furnished
by Contractor;

(2) Assertions under Workers' Compensation or similar acts made by
persons furnished by Contractor or by any subcontractor of
Contractor, or by reason of any injuries to such persons for which
Company would be responsible under Workers' Compensation or similar
acts if the persons were employed by the Company;

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 32
CONFIDENTIAL TREATMENT

(3) Any failure on the part of Contractor to satisfy all claims for
labor, equipment, materials and other obligations relating to the
performance of the work hereunder;

(4) Any failure by Contractor to perform Contractor's obligations under
this clause or the Insurance clause; and

(5) Any alleged act of infringement of any patent, trademark, copyright
or other right or any misappropriation (including misuse) of any
trade secret or other proprietary interest, except where such
infringement or misappropriation arises from Contractor's adherence
to or reliance on Company's written instructions or authorization,
in which case Company shall so indemnify Contractor.

(1) any error or omission by Company with respect to long distance
services product or rate information furnished or approved by
Company, provided that the indemnification obligations of this
clause (1) shall apply only where such information is included in
(a) an English language advertisement, brochure, application,
insert or other promotional or training document, publication or
dissemination that has been approved by Company or (b) an English
language version of an advertisement, brochure, application, insert
or other promotional or training document, publication or
dissemination that is to be distributed or otherwise disseminated
in a language or languages other than English, which English
language version has been provided by Contractor to company and has
been approved by Company prior to its translation into language(s)
other than English, provided that the indemnification obligations
of this paragraph shall not extend to errors or omissions in
long-distance services product or rate information that result from
foreign language translation errors where such translation services
are provided by Contractor; or

(2) any act or omission for which the Company (as such term is used in
the preceding paragraph) is obligated pursuant to the terms of
clause (5) of the preceding paragraph to indemnify Contractor.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

ARTICLE 11 - INSURANCE

ARTICLE 12 - RELATIONSHIP

ARTICLE 13 - COMPENSATION AND OTHER VERIFICATION

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

ARTICLE 14 - TERMINATION

ARTICLE 15 - FORCE MAJEURE

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 35
CONFIDENTIAL TREATMENT

obtain elsewhere services to be furnished under this Agreement and (b) once the
force majeure condition ceases, resume performance under this Agreement with an
option in the affected party to extend the period of the Agreement up to the
length of time the force majeure condition endured; and/or (2) when the delay
of non-performance continues for a period of at least fifteen (15) days,
terminate, at no charge, this Agreement or the part of it relating to services
not already performed. Unless written notice is given within forty-five (45)
days after the affected party is notified of the force majeure condition,
option (1) shall be deemed to have been selected.

ARTICLE 16 - ASSIGNMENT

ARTICLE 17 - TAXES

ARTICLE 18 - COMPLIANCE WITH LAWS

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

under this Agreement. Contractor agrees to indemnify Company for any loss or
damage that may be sustained by reason of any failure of Contractor to do so.

ARTICLE 19 - PUBLICITY/IDENTIFICATION

ARTICLE 20 - RIGHT OF ACCESS

ARTICLE 21 - WAIVER

ARTICLE 22 - SEVERABILITY

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 37
CONFIDENTIAL TREATMENT

ARTICLE 23 - SURVIVAL OF OBLIGATION

ARTICLE 24 - CHOICE OF LAW

ARTICLE 25 - IMPLEADER

ARTICLE 26 - RELEASES VOID

ARTICLE 27 - NONEXCLUSIVE MARKET RIGHTS

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

ARTICLE 28 - CHANGES

ARTICLE 29 - ENTIRE AGREEMENT

IN WITNESS WHEREOF, Contractor and Company have executed this Agreement in
duplicate as of February _, 1994.

SNYDER COMMUNICATIONS, L.P. AT&T COMMUNICATIONS,
INC.

By: /s/ Michele D. Snyder By:
- -------------------------------- --------------------------------

- -------------------------------- --------------------------------
Title: Chief Operating Officer Title:
- -------------------------------- --------------------------------

Michele D. Snyder
- -------------------------------- --------------------------------
Name(print) Name(print)

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 40
CONFIDENTIAL TREATMENT

SCHEDULE 1

This is Schedule 1 to Agreement No. ___ between AT&T Communications, Inc.
(Company) and Snyder Communications, L.P. (Contractor) and sets forth the
excluded countries to which reference is made in Article I of the Agreement.
The excluded countries are:

China
Hong Kong
Taiwan
Philippines
Singapore
Malaysia
Indonesia
Japan
Korea
Vietnam
Cambodia
Laos
Thailand
Guam

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 41
CONFIDENTIAL TREATMENT

EXHIBIT A

This is Exhibit A to Agreement No. ________________________
between AT&T Communications, Inc. (Company) and Snyder Communications, LP
(Contractor) and shows the principal services to be provided hereunder.

1. Contractor shall create, design and print (subject to company's review
and approval), at Contractor's sole expense, customized application
brochures marketing Company's long distance services for consumers to the
Foreign-Origin Consumer Market. Company shall use its reasonable best
efforts to review and approve such brochures as quickly as possible, and
in any event shall in all cases complete its review of such brochures by
the sixth business day following Company's receipt of the draft brochure
from Contractor. Contractor shall distribute such brochures by insertion
into publications targeted at the Foreign-Origin Consumer Market in the
United States, its territories and possessions for which Contractor has
contracts or obtains contracts during the term of this Agreement
(collectively, the "Subject Publications"). Contractor shall insert such
brochures only in publications for which Contractor has exclusive
insertion rights for insertions relating to long-distance
telecommunications services.

2. Contractor shall provide Company thirty (30) days' prior notice of the
publications into which such application brochures will be inserted and
the particular schedule for such insertions. Company shall have the
right to refuse any publication which it deems inappropriate for its
image by providing Contractor notice of its objection within ten (10)
days of receiving notice from Contractor of the proposed publication.
Contractor may make good faith modifications to the schedule of
insertions in the event of reasonable business contingencies, with notice
to Company. Company will make reasonable efforts not to run any
acquisition advertising marketing Company's long distance services for
consumers in any publication on the same date which Contractor has
notified Company that it will be inserting an application brochure into
such publication.

3. Such inserts will not be marketed in the same issue of the Subject
Publications with any other inserts provided by Contractor, provided,
however, that Contractor may include one insert relating to banking
products in such issue so long as such insert does not promote any
alliances or promotions relating to long distance telecommunication
services in connection with such banking products. Whenever an insert is
marketed in the same issue of a Subject Publication as an insert provided
by Contractor relating to banking products, Contractor shall provide a
copy of the banking-products insert to Company within ten (10) days after
the date of the publication.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 42
CONFIDENTIAL TREATMENT

displays and any other marketing activities mutually agreed upon by
the parties (collectively, "Field Marketing Activities"). Company shall
provide Contractor ten (10) days' prior notice of the proposed location
for any Company event targeted to the Foreign-Origin Consumer Market and
Contractor shall not conduct Field Marketing Activities at such location
during any such Company event.

5. Contractor shall make its sales management staff available at
Contractor's offices or at another location in the Washington, D.C.
metropolitan area for such training as is contemplated hereby and shall
otherwise cooperate with Company in ensuring that Contractor's sales
management staff are appropriately trained with respect to Company
products and services to be marketed hereunder.

6. Contractor shall provide inbound telemarketing services as necessary for
the receipt of subscriber authorizations arising from application
brochures distributed by Contractor pursuant hereto. Upon the mutual
agreement of both parties, Contractor may provide outbound telemarketing
services for purposes to be specified by the parties.

7. Contractor shall make its telemarketing personnel reasonably available at
Contractor's offices or another location in the Washington, D.C.
metropolitan area for such training as is contemplated hereby and shall
otherwise cooperate with Company in ensuring that Contractor's
telemarketing personnel are appropriately trained with respect to
Company's products and services to be marketed hereunder. Contractor
agrees to submit telemarketing scripts, job aids and other written
materials to Company for its review and approval prior to such materials,
first use by telemarketers.

8. Contractor shall receive, process, and transmit subscriber authorizations
in accordance with such reasonable procedures as Company may require.

9. Contractor hereby agrees that it shall not create or distribute
customized application brochures targeted to the Foreign-Origin Consumer
Market to be inserted into the Subject Publications for any other
long-distance telecommunications company during the term of this
Agreement.

11. Contractor shall offer Company an exclusive right to negotiate an
agreement relating to any other marketing program involving long-distance
telecommunications services targeted to the Foreign-Origin Consumer
Market during the term of this Agreement for a period of forty-five (45)
days after Contractor submits the proposed program to Company. If
Contractor and Company do not agree upon the terms and conditions of

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 43
CONFIDENTIAL TREATMENT

such program within such period, Contractor shall, subject to the
provisions of Section 12 of this Exhibit A in the case of an acquisition
program, thereafter have the right to offer such program to other
parties.

12. Contractor agrees that it shall not provide any Foreign-Origin Consumer
Market-targeted services involving acquisition programs for long-distance
telecommunications services to any other telecommunications company, nor
shall it enter into negotiations or discussions with any other
telecommunications company with a view to providing such services to such
other telecommunications company, until the thirtieth (30th) day
following the termination or expiration of this Agreement. [In
handwriting in margin] If Contractor enters into any agreement, written
or oral, with any other long distance telecommunications company
concerning a provision of a customer retention program to the Foreign
Origin Consumer Market at any time during the term of this Agreement,
AT&T may in its sole judgment, terminate this agreement upon five (5)
days notice if AT&T determines such activity by Contractor is a conflict
of interest. [Initialed by both parties.]

13. Company shall provide rates and incentive signup promotions that are no
less favorable than those provided by Company for its other acquisition
efforts directed to the Foreign-Origin Consumer Market throughout the
term of this Agreement.

14. Company shall use reasonable efforts to supply timely product and rate
information to Contractor during the term of this Agreement.

16. Company shall provide a monthly report to Contractor, sorted by
identification number and, so long as Contractor has provided an
electronic media file to Company for the relevant data, accompanied by an
electronic media file, providing the following information for each
application submitted:

a. an identification number which can be utilized to track the
publication into which the application was inserted or the source
from which the application originated;

b. status as "Acceptable" or "Unacceptable" sorted by the application
number described in item 1 above, and if installed, the enrollment
date and if not installed, the reason it was deemed unacceptable;
and

c. monthly usage in the higher of the first two calendar months
following installation.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 44
CONFIDENTIAL TREATMENT

17. Contractor agrees to take the following actions to prevent the fraudulent
solicitation of customer switching that is customarily referred to as
"slamming" (referred to herein as "Fraudulent Solicitation"):

a. Contractor shall institute and maintain strict training guidelines
for its field sales people designed to ensure that its field sales
people are aware that Fraudulent Solicitation is prohibited;

b. Contractor shall supervise its field sales personnel so as to
permit prompt detection of any Fraudulent Solicitation;

c. Contractor shall not provide any compensation to any member of its
field sales staff for a Dial 1 customer if Contractor has
previously paid the field sales staff member for obtaining a Dial 1
customer at the same billing telephone number in the previous three
(3) months and, in addition, shall deduct from future compensation
payable to the field sales staff member the amount of any
compensation paid by Contractor to the field sales staff member for
the initial authorization obtained from the Dial 1 customer; and

d. Contractor shall promptly discharge any member of its field sales
staff that is determined by Contractor to have engaged in
Fraudulent Solicitation.

18. Company shall promptly return all uninstalled applications to Contractor.
Such returned applications shall be utilized by Contractor exclusively
for training, reapplication and quality control purposes. Uninstalled
applications are Company Information as defined in Article 7 of this
Agreement and shall be returned to company upon termination or expiration
of this Agreement.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 45
CONFIDENTIAL TREATMENT

EXHIBIT B

This is Exhibit B to Agreement No. ______________________
between AT&T Communications, Inc. (Company) and Snyder Communications, LP
(Contractor) and shows the amounts to be paid Contractor for the various
services to be performed hereunder.

Company shall pay Contractor, following receipt and acceptance of Contractor's
invoices by Company, in accordance with the following:

1. COMPENSATION

a. Company shall pay Contractor as follows for each new Company
installed Dial 1 customer obtained through Contractor's marketing
efforts hereunder:

i. Company shall pay Contractor $__*__ for each new Company
installed Dial 1 customer whose monthly usage in either the
first or second calendar month following installation
(whichever is higher) is at least $____*____ but not more
than $____*____.

ii. Company shall pay Contractor $____*____ for each new Company
installed Dial 1 customer whose monthly usage in either the
first or second calendar month following installation
(whichever is higher) is at least $____*____ but not more
than $____*____.

iii. Company shall pay Contractor $____*____ for each new Company
installed Dial I customer whose monthly usage in either the
first or second calendar month following installation
(whichever is higher) is $____*____ or more.

iv. Company shall not be obliged to pay Contractor for a Dial 1
customer if Company previously has paid Contractor for
obtaining a Dial 1 customer at the same billing telephone
number in the previous three (3) months.

b. In addition to the compensation payable pursuant to Section 1a of
this Exhibit B, Company shall pay Contractor in addition a one-time
bonus of $______*______ if any ________*________ Dial 1 customers
installed from applications delivered during any period beginning
April 1 of one year and ending March 31 of the succeeding year have
an average monthly bill of at least $____*____. The average monthly
bill of such customers will be calculated based an each customer's
bill during the first full 30-day billing cycle commencing after
the customer's installation.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 46
CONFIDENTIAL TREATMENT

c. Contractor shall, at its own cost and expense, construct or arrange
for the construction of field sales booths for 40 sales people to
be used by it in providing the services contemplated hereby (the
"Field Sales Booths"). Company shall make a payment (the "Booth
Payment") to Contractor in connection with the construction of the
Field Sales Booths that is equal to the lesser of (a) $____*____
and (b) Contractor's actual costs (calculated using Contractor's
actual materials and labor costs, including salary and fringe
benefits for in-house services utilized by Contractor) in
constructing or arranging for the construction of the Field Sales
Booths. Company shall pay Contractor a $____*____ portion of the
Booth Payment within thirty (30) days of receipt of an appropriate
invoice after the execution of this Agreement and shall pay
Contractor the balance of the Booth Payment within thirty (30) days
of receipt of notice that Contractor has staffed its Field
Marketing Activities with at least 40 sales people and has provided
Company with documented actual materials and labor costs.

d. For a period of thirty (30) days following the termination or
expiration of this Agreement, Company shall accept outstanding but
not yet submitted applications that were obtained by Contractor
from customers prior to the expiration or termination of the
Agreement or were distributed to customers prior to the expiration
or termination of the Agreement. Contractor shall be compensated
for these submitted sales under the terms of this Agreement.

2. LIMITATION ON COMPENSATION

a. Notwithstanding any provision of Section 1 of this Exhibit B, the
total compensation payable by Company to Contractor during the term
of this agreement shall not exceed $_______*_______. Contractor
shall notify Company not less than sixty (60) days before the date
it reasonably expects the total compensation paid under the
agreement to reach $________*________. Following such
notification, Company and Contractor shall negotiate in good faith
to increase the maximum total compensation limit of this Agreement.

b. Company shall notify Contractor on the date that total
compensation paid reaches the then applicable maximum total
compensation limit. If the parties have not amended this Agreement
to increase the maximum total compensation limit prior to such
date, then Contractor's obligations to perform any services under
this Agreement shall cease, and Contractor shall not have any
obligation to deliver to Company any additional applications
obtained by Contractor under the agreement. If the parties do not
execute an amendment increasing the maximum total compensation
within ten (10) days after the date on which the maximum total
compensation limit is reached, then either party may immediately
terminate this Agreement.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 47
CONFIDENTIAL TREATMENT

3. PAYMENT SCHEDULE

a. Subject to Section 3.b below, compensation payments to Contractor
shall be made according to the following schedule:

i. An initial payment of $____*____ for each installed Dial 1
customer shall be made by Company on or before the thirtieth
(30th) day of the first month following the month of
installation.

ii. A reconciliation payment shall be made for each installed
Dial 1 customer on or before the thirtieth (30th) day of the
second month following the month of installation as follows:

a. Company shall pay Contractor an additional $____*____
for each installed Dial 1 customer whose monthly usage
for the first or second calendar month following
installation (whichever is higher) exceeds the minimum
threshold set forth in Section 1.a.ii of this Exhibit B
but does not meet the minimum threshold set forth in
Section 1.a.iii of this Exhibit B.

b. Company shall pay Contractor an additional $____*____
for each installed Dial 1 customer whose monthly usage
for the first or second calendar month following
installation (whichever is higher) usage exceeds the
threshold set forth in Section 1.a.iii of this Exhibit
B.

c. Company shall charge back against current or future
Contractor compensation payments $____*____ for each
installed Dial 1 customer whose monthly usage for the
first or second calendar month following installation
(whichever is higher) does not meet the minimum
threshold set forth in Section 1.a.i of this Exhibit B.

b. If Company's information systems are not able to process the
information required to make payments to Contractor in accordance
with Section 3.a above for applications submitted from April 1,
1994 to May 31, 1994, compensation payments shall be made for
applications submitted during such period as follows:

i. An initial payment of $____*____ for each application
submitted shall be made by Company. Company shall use its
best efforts to make this payment on or before the tenth
(10th) day, and shall in all cases make this payment an or
before the thirtieth (30th) day, of the first month following
the month the application was submitted.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 48
CONFIDENTIAL TREATMENT

ii. A reconciliation payment shall be made for each application
submitted on or before the thirtieth (30th) day of the second
month following the month of installation (or if the
application is rejected the second month following the month
the application was submitted) as follows:

a. Company shall pay Contractor an additional $____*____
for each installed Dial 1 customer whose monthly usage
in either the first or second calendar month following
installation (whichever is higher) exceeds the minimum
threshold set forth in Section 1.a.i of this Exhibit B
but does not meet the minimum threshold set forth in
Section 1.a.ii of this Exhibit B.

b. Company shall pay Contractor an additional $____*____
for each installed Dial 1 customer whose monthly usage
in either the first or second calendar month following
installation (whichever is higher) exceeds the minimum
threshold set forth in Section 1.a.ii of this Exhibit B
but does not meet the minimum threshold set forth in
Section 1.a.iii of this Exhibit B.

c. Company shall pay Contractor an additional $____*____
for each installed Dial 1 customer whose monthly usage
in either the first or second calendar month following
installation (whichever is higher) exceeds the
threshold set forth in Section 1.a.iii of this Exhibit
B.

d. Company shall charge back against current or future
Contractor compensation payments $____*____ for each
application which does not result in an installed
customer or for each installed Dial 1 customer whose
monthly usage in either the first or second calendar
month following installation (whichever is higher) does
not meet the minimum threshold set forth in Section
1.a.i of this Exhibit B.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-22-

<PAGE> 49
CONFIDENTIAL TREATMENT

EXHIBIT C

This is Exhibit C to Agreement No. ________ between AT&T communications, Inc.
(Company) and Snyder Communications, L.P. (Contractor) and sets forth the
procedures contemplated by Article 13 of the Agreement.

1. Documents to be provided by Company:

Upon request by Contractor pursuant to Article 13, Company will provide
the Examining Accountant with an electronic media file containing a
detailed listing of individual customer data. All references to customer
herein refer to customers originated and presented by Contractor to
Company for acceptance. This detailed listing of individual customer
data will reflect all customers accepted or rejected by Company since the
later of the original agreement date and the last presentation of a
detailed listing of individual customer data to the Examining Accountant,
and will at the least include the following data:

a. amounts paid to Contractor for each customer.

b. unique application/customer identification number for each customer
identifiable by Contractor.

c. date of acceptance for each individual customer.

d. if applicable, the reason(s) for rejection of the individual
customer.

2. The following procedures will be employed by the Examining Accountant:

a. The Examining Accountant, utilizing the detailed listing of
individual customer data described in Section 1.a above, upon
request by Contractor pursuant to Article 13, will select, no more
than twice per year, a sample of no more than 500 customers,
providing the detailed listing of individual customer data reflects
at least 10,000 customers. If the detailed listing of individual
customer data reflects less than 10,000 customers, the sample
selected will not exceed 100 customers.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

b. The sample of customers selected will be presented to Company, and
Company will then provide individual detailed billing information
for each of the customers in the sample group for both of the
relevant billing cycles.

c. During the compensation review, the Examining Accountant will
provide to Company an exception list of customer names and/or
unique application numbers along with the individual nature and
amount of the exceptions.

d. Company's key channel or systems personnel will work with the
Examining Accountant and the excepted customers to resolve the
exceptions.

e. Exceptions, when projected using sampling techniques to the full
population of customers from which the sample was selected, that
are valued at the greater of $____*____ or ___*___% of the total fee
value for that population of customers, will allow the Examining
Accountant to perform further sampling and testing of no more than
500 additional customers from that population.

f. In no event will the Examining Accountant be permitted to review or
audit the books of account, journals or ledgers of Company.

g. Prior to commencing review, the Examining Accountant will execute a
non-disclosure agreement containing reasonable and customary terms.

[On a page attached to Schedule C]: If after complying with Section 11 of
Exhibit A, contractor enters into any agreement for the provision of services
targeted to the Foreign-Origin Consumer Market for long distance
telecommunications services (including but not limited to acquisition and
retention services) with any other telecommunications company during the term
of this Agreement, Contractor shall immediately notify Company of such other
agreement. If Company determines in its reasonable discretion that
Contractor's provision of any such services to such other telecommunications
company would result in contractor having an inappropriate conflict of
interest, Company shall have the right to terminate this Agreement immediately
by notice to the Contractor within five (5) business days of Contractor's
notice to Company of such other agreement.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT

This Amendment No. 2 to Professional Services Agreement
("Amendment No. 2") is entered into as of this ____ day of December, 1994 by
AT&T Communications, Inc. (the "Company") and Snyder Communications, L.P. (the
"Contractor") and amends, supplements and modifies the Professional Services
Agreement dated as of February, 1994 by and between the Company and the
Contractor, as amended by the First Amendment to Professional Services
Agreement dated as of September 27, 1994 between Company and Contractor (as
amended, the "Agreement").

The Agreement is hereby amended as follows:

1. Effective as of January 1, 1995, the first sentence of
Article 1 is amended to read, in its entirety, as follows:

"Contractor shall render to Company all the services
specified in Exhibit A, attached to this Agreement and
made a part of this Agreement, to long-distance customers
who speak foreign languages or, are English speakers who
consider foreign countries their home, with a focus on
customers who make international calls and incur more than
$* of long-distance charges per month (the "Foreign-Origin
Consumer Market")."

2. Effective as of January 1, 1995, Schedule 1 to the
Agreement is hereby deleted in its entirety.

3. The second sentence of Article 2 is amended to read, in
its entirety, as follows:

"This Agreement shall expire on December 31, 1995."

4. The first sentence of Article 4 is amended to read, in
its entirety, as follows:

"Contractor shall invoice Company for all payments
due based on the compensation schedule set forth in
Exhibit B using the reports provided by Company under
Exhibit A."

5. The second sentence of Section 4 of Exhibit A to the
Agreement is hereby amended to read in its entirety, as follows:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

<PAGE> 52

CONFIDENTIAL TREATMENT

"The telecommunications services for
customers sold by Contractor shall be designated by
Company and shall include, without limitation, AT&T
TrueWorld Savings Plan, AT&T TrueCountry Savings Plan
and AT&T TrueUSA Savings Plan (collectively,
"Optional Calling Plans"), and, at Company's option,
such other long-distance and other services
(including intraLATA services) that Company may
choose to offer to the Foreign-Origin Consumer
Market."

6. Section 8 of Exhibit A is amended by adding the following
after the first sentence thereof:

"Contractor shall use its reasonable efforts to
transmit subscriber applications to Company within two
business days, but no later than five business days, after
the receipt of a completed application from the customer."

7. Section 16 of Exhibit A is amended to read in its
entirety as follows:

"Company shall generate a _*_ File Status Report in
substantially the form set forth as Schedule 16.1 hereto
(the "___*___ Report") and use its best efforts to transmit
such ___*___ Report to Contractor within ___*___ days of
Company's receipt of Contractor's submission of each batch
of customer applications. Each __*__ Report shall identify
for such batch (a) consumers who have been customers of
long-distance carriers other than the Company and who have
authorized a change to the Company's Dial 1 service ("O
Customers"), (b) ______________*_________________________
___________________________________________________________
______________________________________________("A
Customers"), (c) consumers not currently in the Company's
database or for whom the applicable local exchange carrier
("LEC") requires additional time to confirm or invalidate
the BTN ("N Customers") and (d) customers for whom the BTN
is in the Company's database but the __*__ status is
undetermined and for whom additional time is required to
confirm or invalidate the BTN status ("U Customers").
Company shall also generate with each ___*___ Report, a
rolling reconciliation file (a "reconciliation file")
setting forth a cumulative listing of N Customers and U
Customers from ___*___ Reports that have been generated in
the previous 120 days (including BTN numbers and the __*__
file source number), with a reconciliation of each
outstanding N Customer or U Customer as either remaining
an N Customer or U Customer or changing to O Customer or A
Customer or closed status. Any N customer or U Customer
which has not been reconciled to O Customer or A Customer

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 53

CONFIDENTIAL TREATMENT

status within 120 days of the generation of the ___*___
Report on which such Customer's status was originally
reported shall be deemed closed and no compensation shall
be payable to Contractor. An N Customer or U Customer who
is changed to O Customer or A Customer status shall
thereafter be considered an O Customer or A Customer, as
the case may be, for all purposes of this Agreement,
including the payment of compensation, the bonus payment
and calculation of the Test Ratio described in Exhibit B
hereto."

8. Exhibit B to the Agreement is amended by replacing it
in its entirety with the Exhibit B attached to this Amendment No. 2.

9. Except as specifically provided in this Amendment No.
2, all other terms, provisions, conditions and covenants contained in the
Agreement shall remain in full force and effect.

10. In the event any conflict shall arise with respect to
interpretation or enforcement, between the provisions of this Amendment No. 2
and the provisions of the Agreement, the provisions of this Amendment No. 2
shall control the resolution of such conflict.

IN WITNESS WHEREOF, Company and Contractor have executed
this Amendment No. 2 to Professional Services Agreement as of the date and year
first written above.

SNYDER COMMUNICATIONS, L.P. AT&T COMMUNICATIONS, INC.

BY: /s/ Michele D. Snyder BY:
- -------------------------------- --------------------------------
TITLE: Chief Operating Officer TITLE:
- -------------------------------- --------------------------------
DATE: December 9, 1994 DATE:
- -------------------------------- --------------------------------

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

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<PAGE> 54

CONFIDENTIAL TREATMENT

EXHIBIT B

This is Exhibit B to Agreement No. ____ between AT&T
Communications, Inc. ("Company") and Snyder Communications, L.P. ("Contractor")
and shows the amounts to be paid Contractor for the various services to be
performed hereunder.

Company shall pay Contractor, following receipt and acceptance
of Contractor's invoices by Company, in accordance with the following:

1. COMPENSATION

a. Company shall pay Contractor $___*___ for (i) each ___*___
customer arising from any subscriber applications previously
submitted by Contractor in Batches 15-30 and (ii) for each
___*___ Customer arising from any batch of subscriber
authorizations submitted after each 30 to December 31, 1994.
Company shall pay Contractor $___*___ for each __*__ Customer
arising from any batch of subscriber applications submitted
by Contractor from January 1, 1995 to the expiration of the
term of the Agreement.

b. Company shall pay Contractor $__*__ for each __*__ Customer
arising from (i) any subscriber applications previously
submitted by Contractor in Batches 24-30, and (ii) any batch
of subscriber applications submitted by Contractor after Batch
30 to the expiration of the term of this Agreement.

c. Notwithstanding the provisions of paragraph 1.a above, Company
shall not be obligated to pay Contractor for the enrollment of
an __*__ Customer if Company previously had paid Contractor for
obtaining an __*__ Customer at the same billing telephone
number in the previous three (3) months.

d. In addition to the compensation payable pursuant to Sections
1.a and 1.b of this Exhibit B, Company shall pay Contractor a
one-time bonus of ___*___ if the sum of (i) the number of
new Dial 1 customers for which Company paid Contractor prior
to the date of Amendment No. 2 and (ii) the number of __*__
Customers arising from applications submitted by Contractor on
or after the date of Amendment No. 2 to May 31, 1995, exceeds
(iii) ____*____.

e. For a period of thirty (30) days following the termination or
expiration of this Agreement, Company shall accept outstanding
but not yet submitted applications that were obtained by
Contractor from customers prior to the expiration or
termination of the Agreement or were distributed to customers
prior to the expiration or termination of

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

B-1
<PAGE> 55

CONFIDENTIAL TREATMENT

the Agreement. Contractor shall be compensated for these
submitted sales under the terms of this Agreement.

2. PAYMENT SCHEDULE

a. Subject to Section 2.b below, compensation payments to
Contractor shall be made according to the following schedule:

Upon receipt of the __*__ Report, Contractor shall
invoice Company for the applicable amount specified in Section
1 above for each __*__ Customer and __*___ Customer reflected
on the __*__ Report and for any amounts then due pursuant to
subparagraph (ii) below. Upon receipt of each reconciliation
file, Contractor shall invoice Company for the applicable
amount specified in Section 1 above for each __*__ Customer
or __*__ Customer which has been changed to __*__ Customer or
__*__ Customer status.

b. Commencing on the date forty-five days after March 31, 1995
and an each date forty-five days after March 31, June
30, September 30 and December 31 of each year, Company shall
calculate __*__ ratio, the numerator of which shall be the
number of __*__ Customers enrolled during such calendar
quarter and the denominator of which shall be the number of
__*__ Customers enrolled during such calendar quarter (the
"Test Ratio"). If the Test Ratio exceeds __*__ (i.e., a
ratio greater than _*_% __*__ Customers to __*__% __*__
Customers), Company shall charge back against current or
future Contractor compensation payments an amount equal to
the product of (i) $__*__ and (ii) the difference between (x)
the number of __*__ Customers and (y) the product of ___*___
and the number of __*__ Customers. For example, if, during
the quarter ended March 31, 1995, ___*___ ___*___ Customers
were enrolled and ___*___ ___*___ Customers were enrolled,
the Test Ratio would equal ___*___ which is greater than
__*__. Company would then charge back against current or
future Contractor compensation payments the following amount:

$___*___ x (___*___ - (___*___ x ___*___))
= $___*___

In addition, Company shall conduct __*__ performance
review evaluating the usage rates of __*__ Customers and
of __*__ Customers arising from applications submitted by
Contractor during each such quarterly period and who have
been customers of the Company for at least 90 days. If the
percentage of such customers with no long-distance usage
exceeds ___*___ percent (__*__%), Company and Contractor
shall consult immediately as to appropriate actions to be
implemented by Contractor to reduce the percentage of such
customers.

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

B-2
<PAGE> 56

CONFIDENTIAL TREATMENT

[AT&T Logo]

September 15, 1995

Snyder Communications, L.P.
Democracy Center
6903 Rockledge Drive
Fifteenth Floor
Bethesda, Maryland 20817
Attn: Mr. Greg Bosiak

This Amendment No 3 (Contract No. LF9167D) sets forth the agreement between
AT&T Communications, Inc.("Company") and Snyder Communications, L.P.
("Contractor") regarding Contractors marketing and selling of Company Long
Distance services to residential customers in the United States.

Company and Contractor are parties to that certain Professional Services
Agreement dated February 1994, as amended by Amendment No. 1 on September 27,
1994 and by Amendment No. 2 December 20, 1994. The terms and conditions of the
Agreement as it may be amended and supplemented, are incorporated herein and
made part hereof.

I. Company agrees to pay commissions to Contractor for the sale of
Company services in accordance with this agreement. The work
described in this Amendment will commence on September 15, 1995 and
end on December 30, 1995 and will be viewed as a trial for both
Contractor and Company. The commission payment per order accepted by
Company shall be as follows:

A. Contractor shall be compensated ______________________*_______
__________ (___*___) reach OCC Customer that changes their
long distance PIC to Company ("Winback"), and generates at
least ___*___ Dollars ($__*___) in Self Reported Customer
Domestic Revenue per month. (a "Domestic O Customer")

B. Compensation to Contractor is for sales that are "'Credited"
Winbacks. Credited Winbacks are defined as eligible OCC
Customers as defined and required by Companies "RMMS" systems.

C. During the term of this Amendment, Contractor shall market and
sell Company Long Distance service known as AT&T True Reach
(sm) to residential consumers in the United States who
currently are customers of other Long Distance Carriers only
when taking a PIC to AT&T. Contractor may communicate an
offer of a $___*___ Dollars, which includes Customer Lec Change
Charge (LCCR) to Customer, said offer will be paid by Company
directly to Customer.

D. Contractor shall not give any portion of any commission to any
OCC Customer and shall not directly or indirectly give any
payment or other incentive to any OCC Customer as an
inducement to purchase Company's services that is not
authorized in writing by Company. Contractor agrees that
violation of this provision shall be grounds for immediate
termination of this Agreement and immediate return to Company
of commissions paid in respect of the affected OCC Customer.

E. Company reserves the right to debit from commission payments
due Contractor any amount paid or requested to be paid by
Contractor for the sale of Services made by an employee or
representative of Contractor who has not been authorized,
certified or trained by Company to sell such Services.

F. If a Local Exchange Company (LEC) rejects the order for any
reason, Contractor shall credit Company on the subsequent
invoice the entire amount of any previously paid commission.

G. Commission payments may be debited for all incorrect orders
that are caused by Contractor error or negligence.

H. The cost of implementing all systems, training coupon
processing and curing, coupon printing, quality assurance and
all other performances under this Agreement, including but not
limited to, any and all taxes, and customer
satisfaction/complaint handling costs, shall be borne wholly
by Contractor.

II. Sales efforts will be focused in existing locations, with a
concentration of efforts in the attached ADI's. (Exhibit A)

III. Contractor will not receive any lists from Company. Contractor
commits to sell $____*_____ Domestic ($__*___), and will go not further
unless specified in writing from Company. It is expressly understood
an agreed by Company that projections set forth in this amendment
shall be viewed as a trail.

IV. Company reserves the right to cancel the trial at any time.

V. Contractor shall submit subscriber applications for Domestic Consumers
and invoice Company for Domestic O Customers, and Company shall
transmit PIC reports for Domestic O Customers and shall make payment
to Contractor in accordance with the procedures established under this
Agreement.

VI. Contractor shall invoice Company monthly, and all invoices shall
reflect this Agreement Number, and shall be submitted in duplicate to

AT&T Communications - DCCS
Room 3450I11
295 North Maple Avenue
Basking Ridge, NJ 07920
Attn: Tim Heidemann

Contractor shall submit in writing mid-month estimates of total commissions to
be incurred in given month, no later than the 10 calendar day.

The maximum expenditure against this Amendment No. 3 shall not exceed ____*____
_________________*____________________ ($_____*_____)

Subject to the above maximum, notwithstanding any other provisions in this
Amendment, the total amount payable by Company for the Work shall be determined
by applying the stated rate of compensation to the work actually performed by
Contractor. Company shall not render work and company shall not be required to
pay for work in excess for the amount stipulated in this Amendment, unless
Contractor has first secured an amendment to the Agreement authorizing the
increased expenditure.

All other terms and conditions to remain unchanged.

ACCEPTED BY:

SNIDER COMMUNICATIONS, L.P. AT&T CORP.

/s/ Michele D. Snyder /s/ Mary B. Aromin
- --------------------------------- -----------------------------
Signature Signature

Michele D. Snyder Mary B. Aromin
- --------------------------------- -----------------------------
Name Name

Executive Vice President Procurement Manager
- --------------------------------- -----------------------------
Title Title

October 18, 1995 September 18, 1995
- --------------------------------- -----------------------------
Date Date

EXHIBIT A

Top ADI's for Concentration

<TABLE>
<CAPTION>
ADI Code ADI Name

<S> <C>
9 New York
13 Los Angeles
51 Chicago
65 San Francisco
19 Washington, D.C.
109 Dallas
201 Houston
11 Philadelphia
3 Boston
127 Miami
25 Hartford
67 Sacramento
15 San Diego
241 Denver
203 Austin
271 San Antonio
15 San Diego
73 Bakersfield
371 El Paso
</TABLE>

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.
<PAGE> 61

CONFIDENTIAL TREATMENT

AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT

THIS AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT ("Amendment
No. 4") is entered into this 22nd day of December, 1995 by and between AT&T
Communications, Inc. (the "Company") and Snyder Communications, L.P. (the
"Contractor") and amends, supplements and modifies that certain Professional
Services Agreement, dated as of February 1994, by and between the Company and
the Contractor, as amended by the First Amendment to Professional Services
Agreement, dated as of September 27, 1994, by and between the Company and the
Contractor, by Amendment No. 2 to Professional Services Agreement, dated as of
December 20, 1994, by and between the Company and Contractor, and by Amendment
No. 3 to Professional Services Agreement, dated as of September 15, 1995, by
and between the Company and Contractor (such agreement, as amended, is
hereinafter referred to as the "Agreement").

The Agreement is hereby amended as follows:

1. The second sentence of Article 2 is amended to read in its
entirety as follows:

"This Agreement shall expire on December 31, 1997."

2. The name and address to which invoices shall be submitted by
the Contractor pursuant to Article 4 is amended as follows:

Vilma Viola
AT&T Communications, Inc.
Room C380W29
412 Mt. Kemble Avenue
Morristown, NJ 07960

3. The text of Article 5 is amended to read in its entirety as
follows:

"Company's representative is Paul Walker or such
other person as may be designated in writing by Company from
time to time. Contractor's representative is Susan Marentis
or such other person as may be designated in writing by
Contractor from time to time."

4. The names and addresses to which notices or demands must or
may be given or made pursuant to Article 6 is amended as follows:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-1-
<PAGE> 62
CONFIDENTIAL TREATMENT

If to Company:

Paul Walker
AT&T Communications, Inc.
Room C362
412 Mt. Kemble Avenue
Morristown, NJ 07960

Telephone: (201) 644-7121
Facsimile: (201) 644-1996

If to Contractor:

Susan Marentis
Snyder Communications, L.P.
Democracy Center Two
6903 Rockledge Drive, 15th Floor
Bethesda, Maryland 20817

Telephone: (301) 468-1010
Facsimile: (301) 493-5165

5. The reference to "Section 1(d) of Exhibit B" contained in the
second sentence of Article 14 shall be amended to read "Section 1(e) of Exhibit
B."

6. The second sentence of Section 6 of Exhibit A is amended to
read in its entirety as follows:

"Contractor may provide outbound telemarketing
services for purposes of marketing and selling Company long
distance services for consumers to Foreign-Origin Consumer
Market communities in the United States."

7. A new Section 19 is hereby added to Exhibit A, which Section
shall read in its entirety as follows:

"19. Contractor projects that it shall obtain
____*____ Customers per year during each of 1996 and 1997. Of
such ____*____ yearly ___*___ Customers, Contractor projects a
Strategy Mix of approximately ___*___ Customers obtained
through Field Marketing Activities and approximately ___*___
obtained through telemarketing activities. With respect to
such ____*_____ yearly ___*___ Customers projected to be
obtained through telemarketing activities, Contractor projects
a Market Mix of approximately ____*____% Asian-origin

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-2-
<PAGE> 63
CONFIDENTIAL TREATMENT

customers, approximately ___*___% Hispanic customers and
approximately ___*___% customers from other consumer groups
comprising the Foreign-Origin Consumer Market. With respect
to such ___*____ yearly ___*___ Customers projected to be
obtained through Field Marketing Activities, Contractor
projects a Market Mix of approximately ___*___% Hispanic
customers, approximately ___*___% Asian-origin customers,
approximately ___*___% Caribbean-origin customers, and
approximately ___*___% customers from other consumer groups
comprising the Foreign-Origin Consumer Market.

Contractor agrees that, to the extent that it does
not obtain during each of 1996 and 1997, through a combination
of Field Marketing Activities and telemarketing activities, at
least ___*___% of the aggregate number of ___*___ Customers
projected above for any consumer group (such annual minimum
aggregate number of ___*___ Customers is herein referred to
as the "Target Number"), the compensation specified in
Section 1(a) of Exhibit B shall be adjusted as specified in
the following paragraph. The Target Number for each consumer
group is as follows: (i) ___*___ Hispanic ___*___ Customers,
(iii) ___*___ Asian origin ___*___ Customers, (iii) ___*___
Caribbean-origin ___*___ Customers and (iv) ___*___
Customers from other consumer groups comprising the
Foreign-Origin Consumer Market.

The difference between (a) the Target Number for each
consumer group specified above and (b) the number of ___*___
Customers actually obtained from such consumer group is herein
referred to as the "Shortfall Number." In the event that
Contractor obtains fewer than, but more than ___*___% of, the
Target Number of ___*___ Customers from any consumer group
specified above, Contractor shall receive (i) $ ___*___
per ___*___ Customer for that number of ___*___ Customers
obtained from such consumer group equal to the Shortfall
Number and (ii) $___*___ per ___*___ Customer for that
number of ___*___ Customers obtained from such consumer
group that exceeds the Shortfall Number. In the event
Contractor obtains fewer than ____*____% of the Target
Number of ____*____ Customers from any consumer group,
Contractor shall receive $_____*___ per ____*____ Customer
obtained from such consumer group.

In the event that Contractor obtains the Target
Number for each consumer group specified above, Company shall
pay Contractor a bonus to be determined in accordance with
Section 1(d) of Exhibit B."

8. A new Section 20 is hereby added to Exhibit A, which Section
shall read in its entirety as follows:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-3-
<PAGE> 64
CONFIDENTIAL TREATMENT

"20. Contractor shall use its best efforts to ensure
that Pic Disputes do not exceed (a) ___*___% during the first
quarter of 1996 and (b) ___*___% during the remainder of the
term of the Agreement."

9. A new Section 21 is hereby added to Exhibit A, which Section
shall read in its entirety as follows:

"21. On or prior to April 1, 1996, Contractor shall
implement a "Mystery Shopper" customer satisfaction program
with respect to services provided by Contractor hereunder.
Such program shall be reviewed and approved by Company's ICLD
division prior to implementation."

10. A new Section 22 is hereby added to Exhibit A, which Section
shall read in its entirety as follows:

"22. Contractor and Company agree that in the event
that the percentage of $____*___ Users (Customer International
Winback 1+ Revenue) within an ADI shall exceed ___*___%,
Company will take immediate action, which may include
requiring Contractor to cease operations in such ADI."

11. Effective as of January 1, 1996, the second sentence of
Section 1 (a) of Exhibit B shall be amended to read in its entirety as follows:

"Company shall pay Contractor (i) $____*____ for
each ___*___ Customer arising from any batch of subscriber
applications submitted by Contractor from January 1, 1995 to
December 31, 1995 and (ii) subject to the provisions of
Section 19 of Exhibit A, $____*___ for each ___*___ Customer
arising from any batch of subscriber applications submitted
by Contractor from January 1, 1996 to the expiration of the
term of the Agreement."

12. Effective as of January 1, 1996, Section 1(c) of Exhibit B
shall be amended to read in its entirety as follows:

"Notwithstanding the provisions of paragraph 1.a
above, Company shall not be obligated to pay Contractor for
the enrollment of an ___*___ Customer if Company previously had
paid Contractor for obtaining an ___*___ Customer at the same
billing telephone number in the previous ____*____ (_*_)
months."

13. Effective as of January 1, 1996, a new sentence shall be added
to end of Section 1(d) of Exhibit B, which sentence shall read as follows:

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-4-
<PAGE> 65
CONFIDENTIAL TREATMENT

"In the event that Contractor obtains the Target
Number of ___*___ Customers for each consumer group specified
in Section 19 of Exhibit A in 1996 and/or 1997, Company shall
pay Contractor, in addition to compensation otherwise payable
under the Agreement, a bonus of $_____*_____ for each year that
such Target Numbers are obtained."

14. The first sentence of Section 2(a) of Exhibit B is amended to read
in its entirety as follows:

"Subject to Section 2.b below, compensation payments
to Contractor shall be made according to the following
schedule:

Upon receipt of the __*__ Report, Contractor shall
invoice Company for the applicable amount specified in Section
1 above for each ___*___ Customer and ___*___ Customer
reflected on the ____*____ Report."

15. Except as specifically provided in this Amendment No. 4, all
other terms, provisions, conditions and covenants contained in the Agreement
shall remain in full force and effect.

16. In the event any conflict shall arise with respect to
interpretation or enforcement between the provisions of this Amendment No. 4
and the provisions of the Agreement, the provisions of this Amendment No. 4
shall control the resolution of such conflict.

IN WITNESS WHEREOF, the Company and t he Contractor have executed this
Amendment No. 4 to Professional Services Agreement as of the date and year
first written above.

SNYDER COMMUNICATIONS, L.P. AT&T COMMUNICATIONS, INC.

BY: /s/ Daniel M. Snyder BY: /s/ Shaun P. Gilmore
- -------------------------------- -----------------------------
NAME: Daniel M. Snyder NAME: Shaun P. Gilmore
- -------------------------------- -----------------------------
TITLE: President and CEO TITLE: Vice President
- -------------------------------- -----------------------------

*Text deleted pursuant to an application for Confidential
Treatment under Rule 406 of the Securities Act of 1933 and
filed separately with the Securities and Exchange Commission.

-5-

<PAGE> 1
EXHIBIT 10.3
CONFIDENTIAL TREATMENT

AUTHORIZED SALES AGENT AGREEMENT

AGREEMENT made this 16th day of February 1996, by and between MCI
TELECOMMUNICATIONS CORPORATION ("MCI"), 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, a Delaware corporation, and SNYDER COMMUNICATIONS, L.P.
("Agent"), with principal offices located at 6903 Rockledge Drive, Bethesda, MD
20817.

WHEREAS, MCI wishes to expand all commercial entities access to MCI
Preferred, MCI Flat Rate, and MCI PrePaid Calling Card Service as described in
MCI Tariff FCC No. 1, any state tariffs, and any amendments thereto or
successor tariffs (together, the "Tariff"); and network MCI Paging Service,
network MCI Business and internetMCI (the "MCI Services").

WHEREAS, Agent desires to market the MCI Services set forth herein as
an independent Authorized Sales Agent of MCI;

NOW, THEREFORE, the parties agree as follows:

1. Grant of Agency.

Subject to the terms of this Agreement, Agent is hereby appointed an
independent agent authorized to solicit in the Territory (as defined
in Exhibit C), on behalf of MCI, commercial customers (as
distinguished from residential customers) for MCI Services.

2. MCI PrePaid Calling Card Service.

a. The MCI PrePaid Calling Card Service has three (3) potential
applications. The first is the Internal Card ("MCI Internal
Calling Card"), which is purchased for internal company use.
The second is the Retail Card ("MCI PrePaid Retail Card")
which is purchased by a commercial enterprise for
redistribution. The third is the Promotional Card ("MCI
Promotional Calling Card") which is purchased by companies as
a premium for their customers or clients.

b. With respect to MCI PrePaid Calling Card Service, Agent shall
not be required to comply with the provisions contained in
Section 15.a., b. or c., Non-Competition, of this Agreement.

3. Definitions.

a. Account. For purposes of this Agreement, Account shall mean a
commercial entity which purchases MCI Services (which services
are identified in the first WHEREAS clause, above) in response
to solicitation by Agent.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.

<PAGE> 2
CONFIDENTIAL TREATMENT

b. Excluded Revenue. For purposes of this Agreement, Excluded
Revenue shall mean: (i) any MCI charges for goods or services
that are not tariffed; (ii) pass through access/egress (or
related) charges imposed by third parties; (iii) any
non-recurring charge imposed in MCI Tariff FCC No. 1; (iv) MCI
Directory Assistance Services; (vi) unless otherwise agreed in
writing by MCI, monthly recurring usage revenue derived from
any person or entity that was an MCI customer at the time of
order solicitation or within thirty (30) days prior thereto;
(vii) amounts billed under MCI Special Customer Arrangements
("SCAs") , Corporate Service Plans ("CSPs") Competitive
Proposal Responses ("CPRs") or other special pricing not
generally available under the Tariff; (viii) promotional or
other credits granted to Agent's Accounts. i)

c. Flat Rate Revenue. For purposes of this Agreement, Flat Rate
Revenue shall mean the sum of Flat Rate Month to Month Revenue
and MCI's recurring usage revenue from Agent's Accounts
associated with the Accounts' usage of Flat Rate which the end
user purchases for a definite period of time greater than one
month under a written MCI Value Insurance Plus ("VIP+")
agreement, excluding Excluded Revenue.

d. Internet Revenue. For purposes of this Agreement, Internet
Revenue shall mean MCI's monthly recurring revenue from
Agent's Accounts for access fees associated with the Accounts'
usage of internetMCI, specifically the local internet access
fee, the fee per additional hour of local Internet access and
the fee charged per hour of internet access through an 800
number. Such revenue shall not include taxes, surcharges,
software fees, service establishment fees, equipment charges
or any other amounts billed by MCI to the Accounts other than
access charges.

e. nMB Revenue. For purposes of this Agreement, nMB Revenue
shall mean MCI's monthly recurring revenue from Agent's
Accounts associated with the Accounts' usage of networkMCI
Business, specifically the infoMCI monthly fee, the local
internet access fee, the fee charged per additional hour of
local internet access, the fee charged per hour of internet
access through an 800 number and the fees charged on per page
use of MCI Mail. nMB Revenue shall not include such items as
taxes, surcharges, software license fees, service
establishment fees or equipment charges.

f. Preferred Revenue. For purposes of this Agreement, Preferred
Revenue shall mean MCI's recurring usage revenue from Agent's
Accounts associated with the Accounts' usage of Preferred
Month to Month and Preferred Term, excluding Excluded Revenue.

g. PrePaid Calling Card Commissionable Revenue. For purposes of
this Agreement, PrePaid Calling Card commissionable Revenue
shall mean MCI's monthly

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
-2-
<PAGE> 3
CONFIDENTIAL TREATMENT

recurring usage revenue from MCI PrePaid Calling Card sales
solicited by Agent, but excluding Excluded Revenue.

h. networkMCI Paging Service Revenue. For the purposes of this
Agreement, networkMCI Paging Service Revenue shall mean
revenue for each alphanumeric or number pager sold and based
on the networkMCI Paging Service coverage option selected by
commercial entities solicited by Agent and accepted by MCI.

i. Average Cumulative ANI Billing. For the purposes of this
Agreement, Average Cumulative ANI Billing ("ANI Average")
shall equal the average life of an ANI measured during a
one-year period multiplied by the average revenue per ANI
measured during a one-year period.

j. Non-Long Distance Services. For the purposes of this
Agreement, Non-Long Distance Services shall mean networkMCI
Paging Service, networkMCI Business, internetMCI, and MCI
PrePaid Calling Card Service.

4. Commitment.

a. Agent agrees that during the Term of this Agreement the Total
Revenue in each month shall be equal to or greater than the
applicable amounts indicated below ("Minimum Monthly
Commitment") as a material condition of this Agreement.

<TABLE>
<CAPTION>
Minimum Monthly
Month of Term One Commitment
----------------- --------------------
<S> <C>
1 - 11 *
------------------------
12 *
------------------------
</TABLE>

<TABLE>
<CAPTION>
Month of Terms Two Minimum Monthly
Through Five Commitment
------------------------- --------------------
<S> <C>
1-12 *
------------------------
</TABLE>

b. Agent agrees that at least __*__ percent (_*_%) of the Minimum
Monthly Commitment shall derive from revenue of the Non-Long
Distance Services. If during any month of the Term of this
Agreement Agent fails to reach the minimum Non-Long Distance
Services commitment under this Section 4(b), then MCI may, at
its discretion, terminate this Agreement.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
-3-
<PAGE> 4
CONFIDENTIAL TREATMENT

c. Agent agrees that an amount equal to or greater than __*__
percent (_*_%) of the Automatic Number Identification ("ANI")
sold by Agent shall derive from the sale of MCI's VIP+ term
plans. If during any six (6) month period of the Term of this
Agreement Agent fails to reach the minimum ANI commitment
under this Section 4(c), then MCI may, at its discretion,
terminate this Agreement.

5. Sales Agency.

a. Agent hereby accepts the appointment by MCI as its authorized
representative to solicit orders from commercial customers for
MCI Services subject to the terms and conditions of this
Agreement.

b. Neither Upfront Payment nor commission shall be payable on
Preferred Commissionable Revenue derived from any person or
entity that is an MCI National or Multinational account.

c. Upfront Payment.

(1) Subject to Sections 5.c.(2), 5.c.(3), 5.c.(4),
5.c.(5) and 5.c.(6), below, MCI shall pay Agent a
one-time payment ("Upfront Payment") for each 800
number and each ANI which receives either MCI
Preferred Service or Flat Rate service ("Preferred
800 number" and "Preferred ANI"), that is installed
in MCI's system and approved by MCI (which approval
shall be according to criteria developed by MCI and
which approval may be determined after installation)
("Approved and Installed"), and that is designated by
customer to be changed to MCI as the Primary
Interexchange Carrier ("PIC"), which PIC designation
is processed and confirmation is received by MCI
("Confirmed PICed"). MCI's systems that measure PIC
status and disconnects will be operated with the same
degree of efficiency as used for MCI's internal
orders. MCI is not responsible for attempted PICs
for which no response is received, or if rejection is
received from the customer, which MCI believes may
total__*__% or more of all submitted ANIs. The
Upfront Payment for each Preferred 800 number and
Preferred ANI receiving MCI Preferred Service shall
be ______*________ Dollars ($___*___); the
Upfront Payment for each Preferred 800 number and
Preferred ANI receiving Flat Rate service under a
twenty four month term agreement shall be ___*___
Dollars ($___*____).

(2) If (i) a Preferred 800 Number or Preferred ANI has
usage within the first ninety (90) days after such
Preferred 800 number was installed or Preferred ANI
was Confirmed PICed but the charges for such usage
are later

written off as uncollectible; or, (ii) a Preferred
800 number or Preferred ANI was Confirmed and PICed
such confirmation is not received within forty-five
(45) days of payment of the Upfront Payment for such
Preferred ANI, then MCI will either deduct the
Upfront Payment MCI paid Agent for such Preferred 800
number or Preferred ANI from the next consecutive
commission payments or if on the day the last
commission is due and payable, MCI has not fully
deducted the Upfront Payment MCI paid Agent for such
Preferred 800 number or Preferred ANI, on that day
Agent shall pay MCI any amounts owed.

(3) Notwithstanding Section 5.c.(1), MCI will not make an
Upfront Payment on any Cellular Preferred ANI or
Pager Preferred ANI. If Agent receives an Upfront
Payment on any such ANIs, Agent shall repay to MCI
such Upfront Payment received.

(4) Notwithstanding Section 5.c.(1) , MCI will not make
an Upfront Payment on any Preferred 800 numbers or
Preferred ANIs converted to MCI from
T*USA/SMARTminutes service (formerly know as
EasyPlan) If Agent receives an Upfront Payment on any
such ANIs, Agent shall repay to MCI the Upfront
Payment received.

(5) Notwithstanding Section 5.c.(1), MCI will pay Upfront
Payment on only one (1) domestic Preferred 800 number
per ANI and one (1) international Preferred 800
number per ANI when such ANIs are approved and
installed in MCI's system. If Agent receives an
Upfront Payment on more than one such number per ANI,
Agent shall repay to MCI the excess Upfront Payment
received.

(6) Notwithstanding Section 5.c.(1), MCI will not pay
Upfront Payment on Preferred and Preferred 800
add-ons and features (such as private or personal 800
numbers).

(7) MCI shall pay Agent a retroactive Upfront Payment or
each Preferred 800 number and Preferred ANI which
received MCI Preferred Service during the period of
November 1, 1995 through December 31, 1995 pursuant
to the MCI/Agent ASA Agreement executed on June 27,
1994 ("Old MCI/Agent ASA"). Said retroactive payment
shall equal the ____*____ Dollar ($_____*_____
) Upfront Payment set forth in this Agreement minus
the amount paid under the Upfront Payment set forth
in the Agent's Old MCI/Agent ASA.

b. Estimated Payment.

MCI will advance Agent a weekly estimated Upfront Payment
("Estimated Payments") in the amount of __________________
____*______ Dollars ($_______*______). The Estimated
Payments represent an _______*______ percent (__*__%) advance
payout based on the historical average submittal rates by
Agent. At the end of each month, MCI shall calculate the
amounts owed to Agent by reconciling the Estimated Payments
advanced to Agent and the actual Upfront Payments owed to
Agent. At this time, MCI will forward any amounts due to
Agent. However, if after the reconciliation, the Estimated
Payments advanced to Agent are greater than the actual amounts
owed to Agent for that month, then Agent shall immediately
repay to MCI any amounts owed, or MCI may, at its discretion,
deduct any amounts payable to MCI pursuant to this section
from Upfront Payments or commissions otherwise payable to
Agent.

A schedule of payments and reconciliation dates will be
provided to Agent on a quarterly basis. At MCI's discretion
or upon Agent's request, the submittal rate and acceptance
rate of ANIs will be reviewed monthly. If the submittal or
acceptance rate fluctuates either upward or downward by a
margin of ___*____ Percent (__*__%) of the current rates,
then MCI will notify Agent and MCI may, at its discretion,
adjust the Estimated Payments accordingly.

MCI shall pay Agent for submitted orders that reject of R-1
orders (defined as converted ANI's). However, if in any month
the number of R-1 orders rejected exceed __*__ percent (_*_%)
of the total orders submitted for that month, MCI may at its
own discretion, chargeback for any R-1s for which MCI has paid
commissions and which exceed the __*__% limit. MCI will
provide Agent with a timely analysis of the ANIs rejected with
an R-1 status.

In the event that Agent's submittal rate decreases below __*__
ANIs per week, MCI may, at its discretion, discontinue
Estimated Payments, at which time MCI will pay Agent based on
ANIs actually Installed and Accepted in MCI's order entry
systems.

e. Non-Long Distance Services.

Revenues attributable to Non-Long Distance Services shall
count towards the Agent's Minimum Monthly Commitment, however,
revenues from Non-Long Distance Services shall not be
commissionable.

f. ANI Underutilization

Agent's ANI Average must equal or exceed _______*________
Dollars (__*___) ("Minimum ANI Billing"). If Agent's ANI
Average is more than ____*____ Dollars but less than the
Minimum ANI Billing, then MCI may, at its discretion
terminate or renegotiate this Agreement at any time.
Furthermore, if Agent's ANI Average is less than _____*_____
Dollars, then MCI may, at its discretion terminate this
Agreement at any time and Agent shall pay MCI
$___*____ for every dollar that Agent falls short of the $__*__
ANI Average. MCI shall measure compliance with the ANI
Average restriction on a semi-annual basis, with the
calculation being done as soon as the data is available for
the preceding calendar semi-annual period.

g. When an Account has one or more invoices ninety (90) days or
more past due, MCI may declare the amounts owed from such
Accounts to be bad debt. MCI shall calculate the amount of
bad debt generated by Agent's Accounts from time to time, but
in no event more often than once every three (3) months
("Quarter"). In the event that bad debt from sales solicited
by Agent equals or exceeds a bad debt limit, which limit shall
initially be __*__ percent (_*_%) of the average monthly
Total Revenue for the Quarter prior to the date of bad debt
calculation, MCI may, at its discretion, deduct from any
subsequent commission payments to Agent commissions paid on
bad debt charged off in the Quarter prior to the date of
calculation. The commissions paid on bad debt to be deducted
shall be calculated by totaling all commissions and fees paid
on MCI Services under this Agreement in the applicable
Quarter, dividing that total by the amount of Total Revenue
generated in that Quarter and multiplying the result by the
total amount of bad debt charged off in that Quarter. MCI
may, in its reasonable discretion and from time to time,
change the amount of the bad debt limit, though MCI shall not
change the bad debt limit more than two (2) times in a
calendar year. No failure or refusal by MCI to offset any
amount of bad debt shall be deemed a waiver or forfeiture of
any right of MCI to offset such amounts at a later time.

As an example, if in Quarter One, Total Revenue in each of the
three months is $__*__, $__*__ and $__*__ (for a total of $
___*___ or an average of $___*___ per month), while bad debt
charged off in the three months of Quarter One is $_*_, $__*__
and $__*__ (for a total of $__*__ or an average of $__*__ per
month), then the average bad debt will be __*__% of the average
monthly Total Revenue ($__*__ of average monthly bad debt
divided by $__*__ of average monthly Total Revenue), and the
__*__% cap on bad debt would be exceeded. To calculate the
deduction of commission and fees paid on the bad debt, first
take the total of all commissions and fees paid in Quarter
one. Suppose the monthly commissions and fees paid in

Quarter One were $_*_, $_*_ and $_*_ for a total in Quarter
One of $__*__. This figure ($_*_) would be divided by the
Total Revenue in Quarter One ($__*__) for a result of__*__.
This figure (_*_) would then be multiplied by the total bad
debt charged off in Quarter One ($_*_) to determine the
commission and fees to be deducted (__*__ $ * = $__*__).

MCI will use the same degree of effort to collect revenue
associated with an Accounts as is used for MCI's accounts.
Upon request by Agent, MCI will use its best efforts to
provide Agent with the necessary information, as deemed by
MCI, to identify bad debt customers.

h. Agent shall be permitted to solicit orders by means of
telemarketing as long as Agent is in compliance with the
following provisions: (i) Agent shall not conduct
telemarketing through any subagent, assignee or third party
contractor without the prior, express written consent of MCI;
(ii) no PIC change order shall be submitted without third
party verification in accordance with FCC regulations; (iii)
Agent may not use any third party verifier ("TPV") without the
prior review and written approval of such TPV by MCI; (iv)
Agent's TPV must be capable of transferring information on
delivery and verification of orders to MCI in a computer
readable format determined by MCI; and (v) Agent shall not
change the TPV without prior, written notice to and approval
from MCI. Upon request, MCI will provide a list of
MCI-approved TPVs to Agent.

Agent shall be responsible for the costs and actions of TPV
and MCI shall have no liability for any failure or mistake of
TPV, either in transmitting data to MCI or otherwise. Agent
shall indemnify and hold MCI harmless from any loss, cost,
claim, fine or demand associated with any act or omission of
either Agent or TPV in connection with telemarketing. MCI may
deduct from any commission or fee due Agent any such loss,
cost, claim or fine imposed upon MCI which is covered by this
indemnity.

i. Agent will not solicit customers that allow others to use
their long distance services for a fee ("Calling Houses"). If
Agent solicits a Calling House, Agent will pay all the
uncollectible amounts owed to MCI by such Calling House.

j. Agent may not delegate all or any portion of the agency
appointment under this Agreement to any third party without
prior express written consent of MCI and under a written
agreement satisfactory to MCI. Breach of this provision shall
be deemed an irregular marketing activity. MCI shall not be
liable to pay commissions under this Agreement or otherwise
for revenue generated by any unauthorized subagent.

k. MCI agrees to consider Agent, provided that Agent pricing and
services are competitive, as an MCI vendor for sales event
opportunities that may become available during the term of
this Agreement and for which Agent services, at MCI's
discretion, are appropriate.

6. Sales Leads.

a. In addition to soliciting orders for the MCI Services, Agent
may submit leads for the following MCI services: MCI Vision
services and MCI VNET services ("Lead Services").

b. All leads shall be submitted in writing by Agent. Agent shall
only submit Leads generated for prospects in the territory
identified in Exhibit C.

c. MCI at its discretion, shall decide whether revenues from
leads that result, within one hundred eighty (180) days of
receipt of the lead, in a sale of a Lead Service for which
customer was not a subscriber on or within thirty (30) days
prior to Lead submission date, shall be counted towards
Agent's Minimum Monthly Commitment. However, revenue from
accounts obtained through leads shall not exceed _*_% of the
Agent's Minimum Monthly Commitment. Furthermore, Agent
understands that MCI will not pay commissions for said leads.

7. Relationship of Parties.

a. Agent will have no authority to bind MCI by contract or
otherwise or to make representations as to the policies or
procedures of MCI other than as specifically authorized by
this Agreement. MCI and Agent acknowledge and agree that
their agency relationship arising from this Agreement does not
constitute or create a general agency, joint venture,
partnership, employee relationship or franchise between them
and that Agent is an independent contractor with respect to
the services provided by it under this Agreement.

b. Agent will identify itself as an Authorized Sales Agent of MCI
only with respect to the MCI Services and will otherwise
identify itself as an independent business. Unless
specifically authorized in writing, neither MCI nor Agent will
make any express or implied agreements, guarantees or
representations, or incur any debt, in the name of or on
behalf of the other.

c. Agent's employees will not be or be deemed to be MCI employees
or joint employees. Agent assumes full responsibility for the
acts of its employees and for their supervision, daily
direction and control. MCI will not be responsible for

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 10
CONFIDENTIAL TREATMENT

worker's compensation, disability benefits, unemployment
insurance, withholding taxes, social security and any other
taxes or benefits for Agent's employees.

8. Training and Certification.

a. MCI shall provide product sales training for each of the MCI
Services as provided for in Exhibit A. Agent and Agent
employees may not solicit orders for any MCI Service until
trained in product sales for that product by MCI.

c. Any additional training and charges for training will be
mutually agreed upon by the Parties.

9. Sales Aids.

a. Agent shall use only marketing materials and order forms
approved in advance by MCI, and MCI shall reimburse Agent for
the production costs for such approved materials and forms in
any amount approved in advance by MCI.

b. AGENT SHALL MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO
THE SERVICES EXCEPT AS SET FORTH IN SALES LITERATURE APPROVED
IN WRITING BY MCI OR AS SET FORTH IN THE FORM OR FORMS OF
ORDERS . PROVIDED AGENT BY MCI, OR AS OTHERWISE EXPRESSLY
PERMITTED BY MCI.

c. MCI will use its best efforts to provide Agent with agreed
upon sales support.

10. Reporting; Payment.

MCI will provide Agent with monthly commission reporting, which will
include the usage of each customer solicited by Agent and for which
commission is due hereunder. Exhibit B sets forth an example of such
reports, which may vary. In addition, MCI will use its best efforts
to provide Agent with mutually agreed upon reports necessary for
Agent's effective management of the MCI accounts.

11. Order Acceptance.

Agent expressly acknowledges that its appointment hereunder is as a
sales representative for MCI Services offered by MCI, that any
solicitation by Agent of orders from customers for the MCI Services
will be subject to MCI's acceptance, in its sole discretion, of such
orders and the availability, from time to time, of the MCI Services,
and that MCI will have no responsibility or liability whatsoever to
Agent with respect to the continued availability or operation of the
MCI Services or MCI's acceptance of, or failure to accept, orders
therefore from customers solicited by Agent.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 11
CONFIDENTIAL TREATMENT

After such time as the MCI Order Entry System ("OES") for agents is
fully operational in an electronic batch transfer mode, MCI and Agent
will review the performance of the OES and will attempt to reach a
mutually acceptable timeframe for MCI's generation of Agent's reports.
Once an agreement regarding the reporting timeframe has been reached,
MCI will provide Agent with the necessary information regarding the
installation and/or rejection of all ANIs received at MCI's Order
Entry hub. If the mutually agreed reporting timeframe is not
sufficient for MCI to provide Agent reports in timely manner, then MCI
and Agent will negotiate a mutually acceptable solution. The
information provided by MCI will consist of installation or rejection
in the MCI billing system only, and will not include information
regarding LEC level status. MCI is not liable for ANIs that are
rejected by the LEC after the mutually agreed upon reporting
timeframe.

12. Standards of Conduct.

In performing duties under this Agreement, Agent will observe the
highest standard of integrity and fair dealing with members of the
public. Agent will do nothing which would tend to discredit,
dishonor, reflect adversely upon or in any manner injure the
reputation of MCI.

13. Tradenames and Trademarks.

a. During the term of this Agreement, unless otherwise instructed
by MCI, Agent may refer to itself as an MCI Authorized Sales
Agent, but solely in connection with the marketing of MCI
Services to commercial customers hereunder. Agent may use MCI
marks, tradename, and logo design only in marketing materials,
advertising, and promotional literature (collectively,
"Materials") in conjunction with its sale of MCI products and
services, provided that any usage of any MCI mark or tradename
in such Materials and the advertising claims associated
therewith, in each instance, has been approved in writing in
advance by MCI.

b. Agent acknowledges and agrees that: (i) the marks are owned by
MCI, (ii) it will do nothing inconsistent with such ownership,
(iii) all use of the MCI marks by it shall inure to the
benefit of and be on behalf of MCI, (iv) that nothing in this
grant shall give it any right, title or interest in MCI marks
other than the right to use the marks in accordance herewith,
(v) it will not attack MCI's title to the marks or the
validity of this grant, and (vi) further agrees to use MCI
marks only in the form and manner prescribed from time to time
by MCI, and not to use any other trademark or service mark in
combination with any of MCI's marks without the prior written
approval of MCI.

c. This grant of a limited, nonexclusive authorization may not be
assigned to any other entity or party without the prior
written approval of MCI.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 12
CONFIDENTIAL TREATMENT

d. Agent agrees, at its own expense, to defend, indemnify and
hold MCI harmless from and against any and all claims, suits,
actions, proceedings, judgments, damages, liabilities, costs
and expenses (including attorneys' fees) arising either from
use of MCI marks by agent or any third party authorized by
agent or advertising claims made in connection therewith,
other than a claim based on an assertion by a third party
either that MCI does not own the marks and/or does not have
the right to grant the authorization provided herein, or that
the substance of an advertising claim approved by MCI is
materially false or misleading.

e. Upon termination of this Agreement, any permission or right to
use Marks granted hereunder will cease to exist and Agent will
immediately cease any use of such marks and immediately cease
referring to itself as an MCI Authorized Sales Agent.

14. Advertising Review.

a. Agent shall under no circumstances advertise MCI's products
and services without prior written approval.

b. Agent agrees to submit all advertising, claims language and
marketing materials (including but not limited to business
letterhead, business cards, print, radio or television
advertising, press releases, flyers, brochures, posters and
LOAs) for prior written approval to:

Advertising Group
Office of the General Counsel
MCI Communications Corporation
10th Floor
1133 19th Street, N.W.
Washington, D.C. 20036
ATTN: Director, Advertising Group

15. Non-Competition/Confidentiality.

a. During the term of this Agreement, Agent will not promote,
sell or provide leads to commercial customers for the services
of any other person or entity that offers services identical
or similar to any one or more of the MCI Services.

b. After normal expiration of the term, or if MCI terminates this
Agreement pursuant to Section 16.(a)(i), Agent will not
promote, sell or provide leads to current MCI commercial
customers for the services of any other person or entity that
offers services identical or similar to any one or more of the
MCI Services for as long as MCI is paying a commission under
this Agreement but in no event fewer than ninety (90) days
after termination.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 13
CONFIDENTIAL TREATMENT

c. In addition to all other legal rights or remedies available to
MCI under this Agreement, Agent will pay MCI an amount equal
to _____________*_____________ Dollars ($____*_____) upon
termination of this Agreement for breach of sections 5(h), 12,
13, 15(a), (d), (e), (f) by Agent. In addition, Agent will
not promote, sell or provide leads to current MCI commercial
customers for the services of any other person or entity that
offers services identical or similar to any one or more of the
MCI Services for as long as MCI is paying a commission under
this Agreement but in no event fewer than ninety (90) days
after termination.

d. Any confidential specifications, drawings, sketches, data or
technical or business information, and any other confidential
material ("Information"), furnished or disclosed by MCI to
Agent hereunder, will be deemed the exclusive property of MCI.
In addition, any customer names or lists identifying MCI
customers as such and related information or data ("Customer
Information") are the exclusive property of MCI, and are to be
used by Agent solely in the performance of its obligations and
duties hereunder and are to be returned to MCI upon
termination of this Agreement.

e. Any confidential specifications, drawings, sketches, data or
technical or business information, and any other confidential
material ("Information") , furnished or disclosed by Agent to
MCI hereunder, will be deemed the exclusive property of Agent.

f. During the term of this Agreement and for a period of three
(3) years after termination of this Agreement, Agent agrees
not to reveal, divulge, make known, sell, exchange, lease or
in any other way transfer any Information or Customer
Information to any third party or to utilize such Information
or Customer Information in direct or indirect competition with
MCI or any of its other Agents. Agent agrees that monetary
damages for breach of its obligations under this Section may
not be adequate and that MCI will be entitled to injunctive
relief with respect thereto.

16. Term and Termination.

a. After the execution of this Agreement by both parties, this
Agreement shall become effective as of January 1, 1996, and
shall continue for one (1) year and will thereafter be renewed
for an additional term of one (1) year if Agent meets the
conditions set forth in this Agreement, not to exceed more
than a total of five terms, unless either party notifies the
other in writing of its desire to terminate the Agreement at
least ninety (90) days prior to the expiration of the initial
term. This Agreement may be terminated: (i) at any time by
MCI on ninety (90) days prior written notice to the Agent;
(ii) for breach by Agent of any provision of this Agreement
provided that written notice of such breach has been given to
Agent

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 14
CONFIDENTIAL TREATMENT

and such breach has not been cured within thirty (30) days
after delivery of such notice; (iii) immediately upon notice
by MCI in the event MCI discovers any irregular marketing
activity by Agent or irregular customer activity by customers
solicited by Agent; (iv) at any time by MCI if after the sixth
month of the execution of this Agreement Agent's average ANI
monthly billing is less than ___*____ Dollars ($_*_); (v) at
any time after December 31, 1996 by Agent on ninety (90) days
prior written notice to MCI.

b. If this Agreement terminates prior to the end of the scheduled
one (1) year term for any reason other than MCI's termination
pursuant to Section 16.a.(i), above, then: (i) all MCI
obligations for commissions and Upfront Payments shall
immediately cease; and (ii) any money owed to MCI from Agent
shall become immediately due and payable.

c. After the first year term of this Agreement, upon termination
for any reason other then a breach of the terms of this
Agreement by Agent, all commission obligations at the time of
said termination shall be payable by MCI in accordance to
Section 5(c).

17. Insurance.

Agent will at all times during the term of this Agreement, at Agent's
sole expense, maintain comprehensive liability insurance against
claims for bodily and personal injury, death, property damage and all
other harm caused by or occurring in connection with Agent's acts,
omissions and/or misrepresentations. Such insurance will name MCI as
an additional insured in the amount of One Million Dollars
($1,000,000) per occurrence. Each such insurance policy will provide
for not less than thirty (30) days prior notice to all insureds of any
modification, cancellation or nonrenewal. Upon request of MCI, Agent
will furnish proof satisfactory to MCI that insurance coverage
required is in effect.

18. Limitation of Liability.

a. Agent agrees to defend and hold MCI free and harmless from any
loss, claim, damage, liability cost, or expense (including
without limitation court costs, legal expenses and counsel
fees) that MCI may become liable for by reason of any act or
omission of Agent, its employees, officers, affiliates,
subagent or contractors in marketing the MCI Services, such
as: misrepresenting to customers the MCI Services or the terms
under which the MCI Services are made available by MCI; breach
of this Agreement; or, irregular marketing activities.

b. MCI will have no liability to Agent for commissions that might
have been earned hereunder but for the inability or failure of
MCI to provide MCI Services to any

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
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<PAGE> 15
CONFIDENTIAL TREATMENT

person solicited by Agent or in the event of discontinuation
or modification of the MCI Services.

c. Agent acknowledges and agrees that MCI directly or through
other sales agents may offer MCI Services and that Agent will
be entitled to no compensation for sales made through such
other channels. In the event MCI receives conflicting orders
for services from different agents or MCI employees, MCI may
in its sole discretion determine who will receive credit for
such orders. In the event of such conflicts relating to
orders for MCI Services, MCI may in its discretion compensate
Agent as if the order were for a service subject to
commission.

d. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL,
INDIRECT, CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE,
OR PUNITIVE DAMAGES.

e. In the event MCI is required to enforce or preserve its rights
hereunder, Agent will pay all of MCI's reasonable attorney's
fees and costs, including allocable costs of in-house counsel,
incurred in connection with any such successful action.

f. In the event Agent is required to enforce or preserve its
rights hereunder, MCI will pay all of Agent's reasonable
attorney's fees and costs, including allocable costs of
in-house counsel, incurred in connection with any such
successful action.

19. Notices.

Notices to be given pursuant to this Agreement will be in writing and
will be deemed to have been duly and properly given on the earlier of
(a) the date such notice has been received or (b) five (5) days after
deposit of such notice in the United States Mail, Postage prepaid, to
be delivered by certified mail, return receipt requested, addressed to
the Agent at the address given above or at such address as it may
designate in writing from time to time and addressed to MCI at:

Director, Alternate Channels
Agent Sales
MCI Telecommunications Corporation,
Business Markets
Three Ravinia Drive
Atlanta, Georgia 30346

or at such address it may designate in writing from time to time.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.

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<PAGE> 16
20. Compliance with Law.

a. Agent will, at its own expense, operate in full compliance
with all laws, rules and regulations applicable to, and
maintain in force all licenses and permits required for, its
performance under this Agreement.

b. Agent will notify MCI in writing immediately of the
commencement or threatened commencement of any action, suit or
proceeding, and of the issuance or threatened issuance of any
order, writ, injunction, award or decree of any court, agency
or other governmental instrumentality, involving Agent's
activities under this Agreement or which may affect Agent's
ability to perform its obligations hereunder.

21. Non-Waiver.

No failure by either party to take action on account of any default by
the other will constitute a waiver of any such default or of the
performance required of the other.

22. Impossibility of Performance.

Neither MCI nor Agent will be liable for loss or damage or deemed to
be in breach of this Agreement if its failure to perform its
obligations results from (a) compliance with any law, ruling, order,
regulation, requirement of any federal, state or municipal government
or department or agency thereof or court of competent jurisdiction;
(b) acts of God; (c) acts or omissions of the other party; (d) fires,
strikes, war, insurrection or riot; (e) or any other cause beyond its
reasonable control. Any delay resulting therefrom will extend
performance accordingly or excuse performance, in whole or in part, as
may be reasonable.

23. Binding Effect.

This Agreement will be binding upon and inure to the benefit of the
parties, their successors and assigns; provided, however, that Agent
may not assign or otherwise transfer this Agreement or any of its
interest herein without the prior and express written consent thereto
by MCI. Neither the whole nor any part of the interest of Agent in
this appointment will be transferred or assigned by operation of law.

24. Severability.

No provision of this Agreement which may be deemed unenforceable will
in any way invalidate any other provisions of this Agreement, all of
which will remain in full force and effect.

25. Arbitration.

Any dispute arising out of or related to this Agreement, which cannot
be resolved by negotiation, shall be settled by binding arbitration in
accordance with the J.A.M.S/ENDISPUTE Arbitration Rules and Procedures
("Endispute Rules"), as amended by this Agreement. The costs of
arbitration, including the fees and expenses of the arbitrator, shall
be shared equally by the parties unless the arbitration award provides
otherwise. Each party shall bear the cost of preparing and presenting
its case. The parties agree that this provision and the Arbitrator's
authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the provisions of
this Agreement, and the ABA-AAA Code of Ethics for Arbitrators in
Commercial Disputes. The parties agree that the arbitrator shall have
no power or authority to make awards or issue orders of any kind
except as expressly permitted by this Agreement, and in no event shall
the arbitrator have the authority to make any award that provides for
punitive or exemplary damages. The Arbitrator's decision shall follow
the plain meaning of the relevant documents, and shall be final and
binding. The award may be confirmed and enforced in any court of
competent jurisdiction. All post-award proceedings shall be governed
by the USAA.

26. Controlling Law and Entire Agreement.

This Agreement, with Attachments, will be governed by the domestic
laws of the State of New York; constitutes the entire Agreement
between Agent and MCI with respect to the subject matter hereof; and
supersedes all prior Agreements and representations, written or oral,
concerning the subject matter herein. This Agreement cannot be
changed or modified except by written amendment signed by Agent and
MCI.

27. Headings.

The section numbers and captions appearing in this Agreement are
inserted only as a matter of convenience and are in no way intended to
define, limit, construe or describe the scope or intent of such
sections of this Agreement, or in any way affect this Agreement.

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
-17-
<PAGE> 18
CONFIDENTIAL TREATMENT

28. Offer Expiration.

This offer shall remain open and be capable of being accepted by Agent
until February 23, 1996. Any and all prior offers made to Agent,
whether written or oral, shall be superseded by this offer.

<TABLE>
<S> <C>
SNYDER COMMUNICATIONS, L.P. MCI TELECOMUNICATIONS CORPORATION

/s/ Michele D. Snyder /s/ Tom Schilling
- ------------------------- --------------------------
Signature Signature

Michele D. Snyder Tom Schilling
- ------------------------- --------------------------
Printed Name Printed Name

E.V.P./C.O.D. Director
- ------------------------- --------------------------
Title Title

2/16/96 3/5/96
- ------------------------- --------------------------
Date Date

356563
</TABLE>

*Text deleted pursuant to an application for
Confidential Treatment under Rule 406 of the Securities Act of
1933 and filed separately with the Securities and Exchange
Commission.
-18-
<PAGE> 19
CONFIDENTIAL TREATMENT

EXHIBIT A

TRAINING PLAN

MCI will develop a custom training module for Agent and will present said
training module at mutually agreed upon times and locations. All costs for
room, board and for Agent's personnel travel incidentals will be borne by the
Agent. Direct costs of initial training and materials will be borne by MCI.

A-1
<PAGE> 20
CONFIDENTIAL TREATMENT

EXHIBIT B

SAMPLE MONTHLY REVENUE REPORT

AGENT NAME/MONTH/YEAR

<TABLE>
<CAPTION>
NET COMM COMM
INVOICE FED TAX ST TAX AMT RATE REVEN
------- ------- ------ --- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Customer Name $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Account (#'s)

Customer Name
Account (#'s)

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

Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

</TABLE>

B-1
<PAGE> 21
CONFIDENTIAL TREATMENT

EXHIBIT C

TERRITORY

Agent may sell MCI Services or submit leads for Lead Services in the contiguous
United States, Alaska, and Hawaii.

C-1
<PAGE> 22

CONFIDENTIAL TREATMENT

AMENDMENT NUMBER ONE

This Amendment Number One is made this 20th day of September, 1996
between SNYDER COMMUNICATIONS, L.P. ("Agent") and MCI TELECOMMUNICATIONS
CORPORATION ("MCI").

WHEREAS, Agent and MCI entered into an Authorized Lead Agent Agreement
("Agreement") dated February 16, 1996 (the "Agreement");

WHEREAS, Agent and MCI desire to enter into this Amendment Number One
for the purpose of amending the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency being hereby acknowledged, Agent and MCI agree as follows:

1. The first WHEREAS clause in the Original Agreement shall be superseded
and replaced by the following:

WHEREAS, MCI wishes to expand commercial entities' access to the
following MCI services: MCI Preferred (currently being marketed under
the "Proof Positive" name), MCI Flat Rate Plus, internetMCI, MCI One,
MCI Cellular and networkMCI Paging Services (together, the "MCI
Services"). To the extent that any of the MCI Services may be
described in MCI Tariff FCC No. 1, any state tariffs and any
amendments thereto or successor tariffs (together, the "Tariff"), the
Tariff definition shall be controlling.

2. A new paragraph shall be added to the present language of Section 1 of
the Original Agreement stating as follows:

The authority of the Agent to sell the MCI Services shall be limited as
set forth in this Agreement. These limitations shall include but not
be limited to the following: (I) Agent shall not actively solicit
sales of MCI Flat Rate service, though Agent may continue to be
commissioned on existing Flat Rate Accounts established prior to that
date; (ii) Agent shall not make any sale of MCI Cellular service except
when making a concurrent sale to the same Account of MCI One service;
(iii) Agent shall not make any sale of networkMCI Paging except when
making a concurrent sale to the same Account of MCI One service; (iv)
Agent shall not make any sale of internetMCI except when making a
concurrent sale to the same Account of MCI One services.

3. Section 3 in the Original Agreement shall be superseded in its entirety
and replaced by the following:

3 a. Account. For purposes of this Agreement, Account shall mean a
commercial entity which purchases MCI Services (which services are
identified in the first WHEREAS clause, above) in response to
solicitation by Agent.

MCI CONFIDENTIAL - 1

*Text deleted pursuant to an application for Confidential Treatment under Rule
406 of the Securities Act of 1933 and filed separately with the Securities
and Exchange Commission.
<PAGE> 23
CONFIDENTIAL TREATMENT

b. Excluded Revenue. For purposes of this Agreement, Excluded
Revenue shall mean: (I) any MCI charges for goods or services that are
not tariffed; (ii) pass through access/egress (or related) charges
imposed by third parties; (iii) any non-recurring charge imposed in MCI
Tariff FCC No. 1; (iv) MCI Directory Assistance Services; (v) unless
otherwise agreed in writing by MCI, monthly recurring usage revenue
derived from any person or entity that was an MCI customer at the time
of order solicitation or within thirty (30) days prior thereto (defined
as an MCI active billing account 30 days prior); (vi) amounts billed
under MCI Special Customer Arrangements ("SCAs"), Corporate Service
Plans ("CSPs"), Competitive Proposal Responses ("CPRs") or other
special pricing not generally available under the Tariff; (vii)
promotional or other credits granted to Agent's Accounts.

c. Flat Rate Plus Revenue. For purposes of this Agreement, Flat
Rate Plus Revenue shall mean MCI's recurring usage revenue from Agent's
Accounts associated with the Accounts' usage of MCI Flat Rate Plus
service, excluding Excluded Revenue.

d. Internet Revenue. For purposes of this Agreement, Internet
Revenue shall mean MCI's monthly recurring revenue from Agent's
Accounts for access fees associated with the Accounts' usage of
internetMCI, specifically the local internet access fee, the fee per
additional hour of local internet access and the fee charged per hour
of internet access through an 800 number. Such revenue shall not
include taxes, surcharges, software fees, service establishment fees,
equipment charges or any other amounts billed by MCI to the Accounts
other than access charges.

e. MCI One Revenue. For purposes of this Agreement, MCI One
Revenue shall mean MCI's recurring usage revenue from Agent's Accounts
associated with sales of MCI One service solicited by Agent, but
excluding Excluded Revenue.

f. Preferred Revenue. For purposes of this Agreement, Preferred
Revenue shall mean MCI's recurring usage revenue from Agent's Accounts
associated with sales of MCI Preferred service, excluding Excluded
Revenue.

g. Total Revenue. For purposes of this Agreement, Total Revenue
shall mean the sum of Flat Rate Plus Revenue, MCI One Revenue,
Preferred Revenue, and Internet Revenue.

h. Total Commissionable Revenue. For purposes of this Agreement,
Total Commissionable Revenue shall mean the sum of Flat Rate Plus
Revenue, MCI One Revenue, Preferred Revenue, and Internet Revenue,
excluding Excluded Revenue.

4. Section 5(c) of the original Agreement shall be deleted and a new
Sections 5(c) shall be added to the Agreement as follows:

MCI CONFIDENTIAL - 2

*Text deleted pursuant to an application for Confidential Treatment under Rule
406 of the Securities Act of 1933 and filed separately with the Securities
and Exchange Commission.
<PAGE> 24
CONFIDENTIAL TREATMENT

c. Commissions

(1) MCI shall pay Agent a commission each month based on Total
Commissionable Revenue. Agent shall receive a commission equal to
__*__ percent (_*_ %) of Total Commissionable Revenue.

(2) Agent shall receive as compensation on sales of networkMCI
Paging solicited by Agent a one time fee for each pager sold to Agent's
Accounts. For Sales made at any time during the term of this Agreement
and in conjunction with a sale of MCI One service, the fee shall be
paid according to the following schedule:

Service Coverage
Option Selected Fee/Pager
--------------- ---------
Metro $ *
-------
Regional $ *
-------
Nationwide $ *
-------

In the event that any pager on which a fee is paid is de-activated or
returned within ninety (90) days activation, MCI will either deduct the
amount of the fee paid from other fees or commissions due Agent or
invoice Agent for the amount of the fee paid, which invoice shall be
promptly paid by Agent.

(3) Agent shall receive as compensation on sales of MCI Cellular
service solicited by Agent and made in conjunction with a sale of MCI
One service a one time fee for each cellular phone sold to Agent's
Accounts. This fee shall be in the amount of ______*______ dollars
($____*____), provided, however that this fee shall be repaid to MCI
in its entirety if the cellular phone is either deactivated or
returned within ninety (90) days of activation.

(4) Agent will not receive any Upfront Payment commissions for
sales made and accepted by MCI after December 31, 1996. Any chargeback
amounts due to MCI pursuant to sales made and accepted by MCI after May
31, 1996 and before January 1, 1997, shall continue to be in effect
after the Amendment Number One Effective Date.

5. Sections 4 and 5(f) of the Agreement shall be deleted in their
entirety.

6. Sections 16(a)(i) in the Original Agreement shall be superseded in its
entirety and replaced by the following:

"(i) after January 1, 1997, at any time by either party on thirty (30)
days prior written notice to the other party."

7. Section 16(c) of the Original Agreement shall be superseded in its
entirety and replaced by the following:

MCI CONFIDENTIAL - 3

*Text deleted pursuant to an application for Confidential Treatment under Rule
406 of the Securities Act of 1933 and filed separately with the Securities
and Exchange Commission.
<PAGE> 25
CONFIDENTIAL TREATMENT

Upon termination of this Agreement for any reason other than a breach
of the terms of this Agreement by Agent, MCI's obligations to Snyder
for commissions payable pursuant to Section 5(c) shall continue until
the termination date, and for six months thereafter, at which point all
commission obligations owed by MCI to Snyder shall cease.

8. As part of this Amendment Number One, the parties further agree to
resolve several outstanding matters relating to commission obligations and
chargeback obligations under the terms of this Agreement.

a. Snyder shall pay MCI a total of $_____*_____ for amounts owed by
Snyder to MCI under the chargeback provisions of the Agreement. This
amount represents complete payment and resolution of all chargeback
obligations owed by Snyder to MCI under the terms of the Agreement for
sales submitted by Snyder from the Effective Date of the Agreement
until May 31, 1996. Amounts triggering chargeback obligations for
sales submitted after May 31, 1996 under the terms of the Agreement and
this Amendment Number One shall continue to accrue and be owed by
Snyder under the Agreement terms. Snyder agrees that MCI shall recover
this $_____*_____amount by withholding otherwise due estimated
commission payments beginning with the first payment following the
Effective Date of this Amendment Number One and continuing until the
entire amount has been recovered by MCI. In consideration for this
payment, MCI hereby releases, convenants not to sue and agrees to hold
harmless Snyder, its subsidiaries, affiliates, its directors, officers,
employees, agents, successors and assigns from all claims, demands,
complaints, charges and causes of action which MCI has or may have,
which arise out of, concern or relate in any way to chargebacks owed by
Snyder to MCI under the terms of the Agreement and this Amendment
Number One for sales submitted by Snyder prior to June 1, 1996;
provided that this release does not impact Snyder's obligations under
the Agreement and Amendment Number One for chargebacks related to sales
submitted on or after June 1, 1996. This release and covenant not to
sue includes, but is not limited to, all causes of action of any kind,
in contract, tort or otherwise.

b. The parties acknowledge and agree that Snyder has made a claim for
due commissions on ___*___ ANI's and/or 800 number account sales
(identified on Attachment A to this Amendment Number One) that, as of
the Effective Date of this Amendment Number One, have remained unpaid
by MCI and in dispute. The parties agree that MCI will make
commercially reasonable efforts to individually research the status of
each ANI or 800 number listed on Attachment A, and will pay Snyder
according to the terms of the Agreement for each sale that is
determined by MCI to be commissionable. MCI agrees to make best
efforts to complete this research and determination on or before
October 31, 1996. Any due commission amounts associated with this
effort shall be paid to Snyder pursuant to the compensation provisions
in effect prior to this Amendment Number One. In consideration for
this commitment and any payments associated with it, Snyder hereby
releases, covenants not to sue and agrees to hold harmless MCI, its
subsidiaries, affiliates, its directors,

MCI CONFIDENTIAL - 4

*Text deleted pursuant to an application for Confidential Treatment under Rule
406 of the Securities Act of 1933 and filed separately with the Securities
and Exchange Commission.
<PAGE> 26
CONFIDENTIAL TREATMENT

officers, employees, agents, successors and assigns from all claims,
demands, complaints, charges and causes of action which Snyder has or
may have which arise out of, concern or relate in any way to alleged
due commissions, compensation or other obligations for any and all
sales submitted by Snyder on or before September 1, 1996, including but
not limited to commissions allegedly unpaid and/or obligations
allegedly unmet due to order entry, commission system, reporting or
other MCI systems errors; provided, that this release does not impact
MCI's obligations under the Agreement and Amendment Number One for
commissions related to sales submitted on or after September 1, 1996.
This release and convenant not to sue includes, but is not limited to,
all causes of action of any kind, in contract, tort or otherwise.

9. All the terms of this Amendment Number One shall become effective on
January 1, 1997, except the provisions of Paragraph 8 of this Amendment
Number One, which shall take effect immediately upon the execution of this
Amendment Number One by both parties.

Except as herein modified or amended, the provisions, conditions and
terms of the Agreement shall remain unchanged and in full force and
effect. This Amendment Number One together with the Agreement is the
complete agreement of the parties and supersedes all other prior
agreements and representations concerning its subject matter. Capitalized
terms not identified herein shall have the meanings assigned to them in
the Agreement.

SNYDER COMMUNICATIONS, L.P. MCI TELECOMMUNICATIONS
CORPORATION

/s/ A. Clayton Perfall /s/
--------------------------- ---------------------------
Signature Signature

Chief Financial Officer
--------------------------- ----------------------------
Title Title

9/20/96 9/20/96
--------------------------- ------------------------------
Date Date

MCI CONFIDENTIAL - 5

*Text deleted pursuant to an application for Confidential Treatment under Rule
406 of the Securities Act of 1933 and filed separately with the Securities
and Exchange Commission.

<PAGE> 1
EXHIBIT 10.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into
this 4th day of September, 1996 by and among SNYDER COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), DANIEL M. SNYDER, MICHELE D. SNYDER, U.S.
NEWS COLLEGE MARKETING L.P., a Delaware limited partnership ("USN"), and each
of the 1995 INVESTORS (as hereinafter defined) (Mr. Snyder, Ms. Snyder, USN,
and the 1995 Investors are collectively referred to herein as the "Original
Holders").

WHEREAS, the Company was formed to become the holding company for
Snyder Communications, L.P., a Delaware limited partnership (the
"Partnership"), and to consummate an initial public offering (the "Offering")
of common stock, par value $.001 per share, of the Company (the "Common
Stock");

WHEREAS, the Partnership was established in 1988 as a limited
partnership in which Snyder Marketing Services, Inc. (formerly known as Snyder
Communications Inc.), a Delaware corporation ("SMS"), was the corporate general
partner and USN, an entity owned by Mortimer B. Zuckerman and Fred Drasner, was
the sole limited partner, and in May 1995, the 1995 Investors purchased an
aggregate 3% limited partnership interest in the Partnership and were admitted
as additional limited partners of the Partnership;

WHEREAS, on or prior to the effectiveness of the Offering, the Company
will consummate a reorganization (the "Reorganization") pursuant to which,
among other things, 294,584 shares of Common Stock will be issued in exchange
for each percentage of limited partnership interest in the Partnership held by
each limited partner and 9,404.59 shares of Common Stock will be issued in
exchange for each share of SMS common stock held by each SMS stockholder,
resulting in an aggregate of 29,458,400 shares of Common Stock outstanding
after consummation of the Reorganization and prior to completion of the
Offering;

WHEREAS, upon consummation of the Reorganization, the Company will own
all of the limited partnership interests of the Partnership and all of the
issued and outstanding stock of SMS, the corporate general partner of the
Partnership; and

WHEREAS, the Company has agreed to provide certain registration rights
to each of the Holders, upon the terms and subject to the conditions set forth
herein, upon the completion of the Offering;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
<PAGE> 2
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings: "Demand Registration Request" shall
have the meaning set forth in Section 3.1 hereof.

"Demand Registration Rights" shall mean the rights of the
Demand Rights Holders to cause the Company to file a registration statement
with respect to the Registrable Securities held by the Demand Rights Holders in
accordance with the provisions of Section 3 hereof.

"Demand Rights Holder(s)" shall mean Daniel M. Snyder and the
Initiating 1995 Investors as a group.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Filing Notice" shall have the meaning set forth in Section
2.1 hereof.

"Holder" or "Holders" shall mean the Original Holders and any
person or entity to which the Registrable Securities are transferred and who
are entitled to exercise registration rights with respect to such Registrable
Securities pursuant to the terms of this Agreement, but in each case only so
long as such person or entity continues to hold any Registrable Securities.

"Independent Directors" shall mean the outside members of the
Board of Directors of the Company who are not employed by the Company.

"Initiating Demand Rights Holder(s)" shall mean the Demand
Rights Holder who initiates a Demand Registration Request pursuant to Section 3
of this Agreement.

"Initiating 1995 Investors" shall mean the 1995 Investors who
initiate a Demand Registration Right pursuant to this Agreement and who hold,
at such time, at least fifty percent (50%) in the aggregate of the then
outstanding Registrable Securities held by the 1995 Investors as a group.

"1995 Investors" shall mean, collectively, the following
persons and entities who were admitted as limited partners of the Partnership
in May 1995: Allen & Company Incorporated, a New York corporation ("Allen &
Company"); Susan K. Allen; Susan Strauss Breen; Barry Diller; Paul A. Gould;
HAGC Partners, L.P., a Delaware limited partnership; Dan W. Lufkin; Dan Lufkin,
Trustee for the Robert Brendan Marston 1995 Trust; Robert A. Strauss; Robert S.
Strauss; and Robert S. Strauss, Trustee of the Helen J. Strauss Trust. Any
such investor is referred to herein as a "1995 Investor."

"Offering" shall have the meaning given such term in the
recitals to this Agreement.

"Original Holders" shall have the meaning given such term in
the preamble to this Agreement.

-2-
<PAGE> 3
"Piggyback Registration Rights" shall mean the rights of the
Holders to have Registrable Securities included in a registration statement
filed by the Company with respect to the offering and sale of shares of Common
Stock, in accordance with the provisions of Section 2 hereof.

"Registrable Securities" shall mean the aggregate number of
shares of Common Stock issued by the Company to the Original Holders in the
Reorganization, and shall include (i) any and all equity securities of the
Company into which the Registrable Securities may be converted, (ii) any and
all equity securities which are distributed by the Company to Holders of
Registrable Securities by reason of their ownership of Registrable Securities,
and (iii) any and all equity securities received by Holders of Registrable
Securities pursuant to a recapitalization, reclassification, stock split,
merger, consolidation or other business combination or other similar
transaction involving the Company; provided, however, that such shares of
Common Stock shall cease to be treated as Registrable Securities if and when
(w) a registration statement filed pursuant to the Securities Act covering such
shares of Common Stock has been declared effective and they have been disposed
of pursuant to such effective registration statement, (x) such shares of Common
Stock are sold to the public pursuant to Rule 144 or 144A under the Securities
Act (or any similar provision then in force), (y) such shares are eligible to
be sold pursuant to Rule 144(k) under the Securities Act without limitation as
to the amount of securities to be sold or the manner of sale, or (z) such
shares are available for sale in the opinion of counsel to the Company in a
single transaction exempt from the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and
restrictive legends with respect thereto are or may be removed upon the
consummation of such sale.

"Registration Period" shall mean the period that commences on
the date that is 180 days following the date on which the Offering closes
(unless the Representatives agree in writing that the Registration Period shall
commence on an earlier date, in which event the Registration Period shall
commence on such earlier date) and ending on the date and at the time at which
all of the Holders cease to own any Registrable Securities.

"Representatives" shall mean Merrill Lynch & Co., Donaldson,
Lufkin & Jenrette Securities Corporation, Allen & Company and Montgomery
Securities.

"SEC" shall mean the United States Securities and Exchange
Commission.

"Securities Act" shall mean the Securities Act of 1933, as
amended.

"Transfer" shall mean any sale, offer to sell, pledge, sale,
transfer, contract of sale, option to acquire or other direct or indirect
disposition of any Registrable Securities.

2. PIGGYBACK REGISTRATION RIGHTS.

2.1 (a) If, at any time during the Registration Period, the
Company proposes to file a registration statement to register any of its Common
Stock under the Securities Act (other than a registration on Form S-8, Form S-4
or any subsequent similar form), the Company shall

-3-
<PAGE> 4
promptly give written notice (a "Filing Notice") to each Holder of the proposed
filing. In such event, each Holder may request, by written notice to the
Company (which notice shall specify the aggregate number of shares of
Registrable Securities proposed to be included by such Holder in such
registration statement) within 20 days after receipt of the Filing Notice, that
the Company include the Registrable Securities of such Holder in the
registration statement, and the Company will use its best efforts to cause the
Registrable Securities designated by the Holders to be registered under the
Securities Act.

(b) If the registration for which the Company gives a
Filing Notice pursuant to this Section 2.1 is for a registered public offering
involving an underwriting, the Company shall so advise the Holders as part of
the Filing Notice. In such event, the right of any Holder to include
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent herein provided. All
Holders proposing to distribute their securities through such underwriting
shall (together with the Company and any other securityholders distributing
their securities through such underwriting) enter into an underwriting
agreement in customary form with the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provision of this
Section 2.1, if the managing underwriter determines that marketing factors
require a limitation of the number of securities to be underwritten, the
managing underwriter may limit the Registrable Securities to be included in
such registration. The Company shall so advise all Holders participating that
the number of securities of Registrable Securities that may be included in the
registration and underwriting shall be reduced pro rata among such Holders
(based on the number of Registrable Securities requested to be included in the
registration), provided, however, that the percentage of the reduction of such
Registrable Securities shall be no greater than the percentage reduction of
securities of other selling securityholders, as such percentage reductions
shall be determined in the good faith judgment of the Company based on the
advice of the managing underwriter of the offering. If any Holder of
Registrable Securities or other securityholder disapproves of the terms of any
such underwriting, he, she or it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter. Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration, and
shall not be transferred in a public distribution for a period beginning 30
days prior to and terminating 90 days after the effective date of the
registration statement relating thereto, or such shorter period of time as the
managing underwriters of the offering may require.

2.2 The rights of the Holders under this Section 2 are
solely piggyback in nature, and nothing in this Section 2 shall prevent the
Company from changing a decision to file a registration statement or from
withdrawing any such registration statement before it has become effective.

2.3 Except to the extent provided herein, the Holders
shall not be subject to any limitation on the number of times that they may
exercise the Piggyback Registration Rights granted pursuant to the provisions
of this Section 2 during the Registration Period.

3. DEMAND REGISTRATION RIGHTS.

-4-
<PAGE> 5
3.1 In addition to the rights granted pursuant to Section
2 of this Agreement, each of the Demand Rights Holders shall have the right,
during the Registration Period, to request in writing that the Company prepare
and promptly file a registration statement, as may be required under the
Securities Act, in connection with the public offering, on a time-to-time basis
or otherwise, of all or a portion of the Registrable Securities held by such
Demand Rights Holder (each, a "Demand Registration Request") provided, however,
that if the Initiating 1995 Investors initiate a Demand Registration Request,
such Initiating 1995 Investors shall request the registration of at least 50%
of the Registrable Securities held by the 1995 Investors as a group at such
time. In case the Company shall receive from any Demand Rights Holder a
written request that the Company effect a registration under the Act pursuant
to this Section 3.1, the Company will promptly give a Filing Notice of the
proposed registration to all other Holders of Registrable Securities, which
Holders will have 20 days from the date of receipt of the notice to elect to
include the Registrable Securities in such offering. In connection therewith,
the Company shall be obligated to prepare and file such registration statement
on such form as the Company shall reasonably determine as soon as practicable
(but in no event more than 60 days after the receipt of any such initial
notice) and shall be further obligated to use its best efforts, including the
filing of any amendments or supplements thereto, to have any such registration
statement declared effective under the Act and the rules and regulations
promulgated thereunder as soon as practicable after the filing date thereof.
The Company shall also use its best efforts to keep any such registration
statement, and the accompanying prospectus, effective and current under the
Securities Act at its expense for a period of not less than six months (or such
shorter period as may be required for all of the securities covered by the
Registration Statement to be sold hereunder). The Company shall use its best
efforts to effect any such registration on Form S-3 or any comparable or
successor form or forms, if available.

The Company may defer the filing of a registration statement under
this Section 3.1 if the Company shall furnish to the Initiating Demand Rights
Holder(s) a certificate signed by the President and Chief Executive Officer
stating that in the good faith judgment of the Board of Directors of the
Company it would be detrimental to the Company for any reason for a
registration statement to be filed in the near future, in which case the
Company's obligation to use its best efforts to register, qualify or comply
under this Section 3.1 shall be deferred for a period not to exceed 120 days
from the date of receipt of the written request from the Initiating Demand
Rights Holder(s). If the Company shall so postpone the filing of a
registration statement, the Holders shall have the right to withdraw the Demand
Registration Request by giving written notice to the Company within 30 days
after receipt of the notice of postponement (and, in the event of such
withdrawal, such Demand Registration Request shall not be counted for purposes
of the Demand Registration Request to which the Holders are entitled pursuant
to Section 3 hereof). The Company shall not exercise its rights to defer the
filing of any specific Demand Registration Request pursuant to the terms of
this paragraph more than once.

In the event that a registration pursuant to this Section 3.1 is for a
registered public offering involving an underwriting, the Company shall so
advise the Holders of the Registrable Securities as part of the Filing Notice
given pursuant to this section and the holders of a majority of the Registrable
Securities included in the offering shall be entitled to select the underwriter
or underwriters for the public offering, which underwriter or underwriters
shall be reasonably

-5-
<PAGE> 6
acceptable to the Company. In such event, the right of any Holder to
registration pursuant to this Section 3.1 shall be conditioned upon such
Holder's participation in the underwriting arrangements required by this
Section 3.1, and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent requested shall be limited as provided herein.

The Company shall, together with all Holders of Registrable Securities
proposing to distribute his, her or its securities through such underwriting,
enter into an underwriting agreement in customary form with the managing
underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Section 3.1, if the managing underwriter(s) advises the
Company in writing that marketing factors require a limitation of the number of
securities to be underwritten, then the Company shall so advise all Holders
participating that the number of securities that may be included in the
registration and underwriting shall be allocated first, to the Initiating
Demand Rights Holder(s) and , if the Initiating Demand Rights Holders are the
Initiating 1995 Investors, the other 1995 Investors who elect to participate in
such offering pro rata based upon the number of Registrable Securities held by
each such Holder, second, to the Company (if the Company is distributing
securities in such underwriting) and third, to all other Holders who elect to
participate in such offering, including Holders of Piggyback Registration
Rights who exercise those rights, pro rata among such Holders (based upon the
number of Registrable Securities requested to be included in the registration).
If any Holder disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the Company, the managing
underwriter and the Initiating Demand Rights Holder(s). The Registrable
Securities so withdrawn shall be withdrawn from registration, and such
Registrable Securities shall not be transferred in a public distribution for a
period beginning 30 days prior to and terminating 90 days after the effective
date of the registration, or such shorter period of time as the managing
underwriters of the offering may require.

3.2 The 1995 Investors' Demand Registration Rights are
exercisable pursuant to the terms of this Agreement during the Registration
Period. The Company shall not be obligated to effect, or to take any action to
effect, any such registration pursuant to this Section 3 on behalf of the 1995
Investors after the Company has effected one such registration pursuant to this
Section 3 with respect to which the Initiating 1995 Investors were the
Initiating Demand Rights Holders, and such registration has been declared or
ordered effective and remained effective for the period required herein. The
Company shall not be obligated to effect, or to take any action to effect, any
such registration pursuant to this Section 3 on behalf of Daniel M. Snyder
after the Company has effected five such registrations pursuant to this Section
3 with respect to which the Mr. Snyder was the Initiating Demand Rights Holder,
and such registration has been declared or ordered effective and remained
effective for the period required herein. The Company shall only be required
to file one registration statement (as distinguished from supplements or
pre-effective or post-effective amendments thereto) in response to any single
exercise (of the six available exercises) by the Initiating Demand Rights
Holders of a Demand Registration Right pursuant to the provisions of this
Section 3.

3.3 In the event that preparation of a registration
statement is commenced by the Company in response to the exercise by an
Initiating Demand Rights Holders of a Demand Registration Right, but such
registration statement is not filed with or declared effective by the

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<PAGE> 7
SEC for any reason, such Initiating Demand Rights Holders shall not be deemed
to have exercised a Demand Registration Right pursuant to this Section 3,
provided, however, that if such registration statement is not filed after the
commencement of preparation thereof at the request of the Initiating Demand
Rights Holders, then, at the election of such Holders either (i) the Initiating
Demand Rights Holders who filed such Demand Registration Request shall be
required to bear all fees, expenses and costs incurred in connection with the
preparation of the registration statement, or (ii) the Initiating Demand Rights
Holders shall be deemed to have exercised the Demand Registration Right
pursuant to this Section 3.

3.4 In the event that any registration statement filed by
the Company with the SEC pursuant to the provisions of this Section 3 is
withdrawn prior to the completion of the sale or other disposition of the
Registrable Securities included thereunder, then the following provisions,
whichever applicable, shall govern:

(a) if such withdrawal is effected at the request
of the Company for any reason other than the failure of one or more Holders to
comply with their obligations hereunder with respect to such registration, then
the filing thereof by the Company shall be excluded in determining whether the
Demand Rights Holders have exercised their Demand Registration Rights hereunder
with respect to the filing of such registration statement; and

(b) if such withdrawal is effected at the request
of the Initiating Demand Rights Holders, then the filing thereof by the Company
shall be deemed an exercise of a Demand Registration Right by such Initiating
Demand Rights Holders with respect to the filing of such registration
statement.

3.5 Whenever a decision or election is required to be
made hereunder by the Initiating Demand Rights Holders or the Holders, such
decision or election shall be made by the vote of Holders holding not less than
a majority of the Registrable Securities owned by such Initiating Demand Rights
Holders or Holders, as the case may be, provided that, any decision or election
which may adversely affect the rights of any Holders under this Agreement,
shall require the separate agreement of the Holders who hold not less than a
majority of the Registrable Securities originally issued to the 1995 Investors
then outstanding.

4. CERTAIN PROVISIONS OF GENERAL APPLICABILITY.

4.1 Any registration statement referred to in Sections 2
or 3 hereof shall be prepared and processed in accordance with the following
terms and conditions:

(a) The Holders of Registrable Securities
participating in any offering pursuant to Sections 2 or 3 of this Agreement
(the "Participating Holders"), will cooperate in furnishing promptly to the
Company in writing any information requested by the Company in connection with
the preparation, filing and processing of such registration statement.

(b) To the extent requested by the Company in the
event of a non-underwritten offering or an underwriter of securities included
in the registration statement

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<PAGE> 8
and offered by the Company, the Holders of Registrable Securities will defer
the sale or distribution of other securities of the Company (other than
Registrable Securities included in such registration statement) for a period
commencing thirty (30) days prior and terminating ninety (90) days after the
effective date of the registration statement, provided, however, that (i) in
the case of a registration pursuant to Section 3, all securityholders of the
Company who also have securities included in the registration statement and who
own other securities in amounts equal to or in excess of that owned by such
deferring holders will also defer their sales for a similar period, and (ii) in
the case of a registration pursuant to Section 2 the Company shall use its best
efforts to obtain the agreement of all securityholders of the Company who also
have securities included in the registration statement and who own other
securities in amounts equal to or in excess of that owned by such deferring
holders to also defer their sales for a similar period.

(c) The Company will furnish to the Participating
Holders such number of prospectuses, registration statements, or other
documents incident to such registration as may from time to time be reasonably
requested, and use its best efforts to cause the securities to be qualified
under the blue-sky laws of those states reasonably requested by the
Participating Holders; provided, however, that the Company shall not be
required to register the securities in any states which require it to qualify
to do business in such states or subject itself to general service of process.
All information that is not publicly available that is included in
documentation provided to any Participating Holder, or to any underwriter,
attorney or agent of any Participating Holder, shall be kept strictly
confidential by such Holder, and by any underwriter or attorney or agent of
such Holder, until such information becomes publicly known through no breach of
this provision by the Participating Holder or his, her or its agents.

4.2 (a) The Company will indemnify each Participating
Holder (and any officer, director or controlling person of the Participating
Holder) and any underwriters acting on behalf of the Participating Holder
against all claims, losses, expenses, damages and liabilities (or actions in
respect thereof) to which they may become subject under the Securities Act or
otherwise, arising out of or based upon any untrue or alleged untrue statement
of any material facts contained in any registration statement filed pursuant
hereto, or any document relating thereto, including all amendments and
supplements, or arising out of or based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein contained not misleading, and will reimburse the
Participating Holder (or such other aforementioned parties) or such
underwriters for any legal and all other expenses reasonably incurred in
accordance with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the Company will not be liable
where the untrue or alleged untrue statement or omission or alleged omission is
based upon information furnished in writing to the Company by the Participating
Holder or any underwriter expressly for use therein, or as a result of the
Participating Holder's or any such underwriter's failure to furnish to the
Company information duly requested in writing by the Company or counsel for the
Company specifically for use therein. This indemnity agreement shall be in
addition to any other liability the Company may have. The indemnity agreement
of the Company contained in this Section 4.2 shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the delivery of and payment for the
Registrable Securities.

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<PAGE> 9
(b) Each Participating Holder will indemnify the
Company (and any officer, director or controlling person of the Company) and
any underwriters acting on behalf of the Company against all claims, losses,
expenses, damages and liabilities (or actions in respect thereof) to which they
may become subject under the Securities Act or otherwise, arising out of or
based upon any untrue or alleged untrue statement of any material facts
contained in any registration statement filed pursuant hereto, or any document
relating thereto, including all amendments, and supplements, or arising out of
or based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
contained not misleading, and will reimburse the Company (or such other
aforementioned parties) or such underwriters for any legal and other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action; provided, however, that the
Participating Holder will be liable as aforesaid only to the extent that such
untrue or alleged untrue statement or omission or alleged omission is based
upon information furnished in writing to the Company by the Participating
Holder or any underwriter obtained by the Participating Holder expressly for
use therein, or as a result of its or such underwriter's failure to furnish the
Company with information duly requested in writing by the Company or counsel
for the Company specifically for use therein. This indemnity shall be in
addition to any other liability the Participating Holder may have. This
indemnity agreement contained in this Section 4.2 shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
any indemnified party and shall survive the delivery of and payment for the
Registrable Securities.

(c) Promptly after receipt by an indemnified party
under Sections 4.2(a) or (b) of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party, promptly notify the indemnifying party of the commencement
thereof, but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under Sections 4.2(a) or (b) except to the extent the indemnifying party may be
prejudiced as a proximate result of the failure of the indemnified party to
provide such prompt notice. In case any such action is brought against any
indemnified party, the indemnifying party will be entitled to participate in,
and, to the extent that it may wish jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party of its election so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section 4.2 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation or out-of-pocket expenses or losses or costs incurred in
collaborating in the defense. If such defense is not assumed by the
indemnifying party, the indemnifying party will not be subject to any liability
for any settlement made without its consent (which consent will not be
unreasonably withheld or delayed). An indemnifying party who elects not to
assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim.

(d) If the indemnification provided for in this
Section 4.2 from the indemnifying party is applicable in accordance with its
terms but for any reason is held to be unavailable to an indemnified party
hereunder in respect of any claims, losses, damages and expenses referred to

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<PAGE> 10
herein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such claims, losses, damages and expenses in such proportion as
is appropriate to reflect the relative faults of the indemnifying party and
indemnified party in connection with the actions which resulted in such claims,
losses, damages and expenses, as well as the relevant benefits received by the
indemnifying party and the indemnified party and any other relevant equitable
considerations. The relative faults of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the claims, losses, damages and expenses
referred to above shall be deemed to include, subject to the limitations set
forth elsewhere in this Section 4.2, any legal or other expenses reasonably
incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4.2 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

4.3 Except as set forth in Sections 3.3 and 4.4, the
Company shall bear all costs and expenses incident to any registration pursuant
to this Agreement, including, without limitation, exchange listing fees and
expenses, legal fees of Company counsel (including blue sky counsel), printing
costs and any accounting or auditing costs.

4.4 The Participating Holders shall pay any and all
underwriters' discounts or commissions, brokerage fees and transfer taxes
incident to the sale of any securities sold by such Participating Holders
pursuant to this Agreement, the fees and expenses of any separate attorneys or
accountants retained by them, and shall pay any fees and expenses that may be
required to be paid by selling securityholders pursuant to applicable law and
regulation.

4.5 The Holders of the Registrable Securities may
Transfer the rights granted to each of them pursuant to this Agreement upon a
Transfer of such Registrable Securities to a transferee; provided, however,
that, as a condition to the right of such Transferee to exercise the rights
granted pursuant to this Agreement: (i) the Company is given written notice by
the Holder of the Transfer stating the name and address of the transferee and
indicating the general nature of the Transfer, including the number of shares
of Registrable Securities transferred, and (ii) any transferee to whom
Registrable Securities are transferred shall deliver to the Company a written
instrument by which such transferee agrees to be bound by the obligations
imposed upon holders under this Agreement, to the same extent as if such
transferee were a signatory hereto. Without limiting the generality of the
foregoing, the rights granted to Holders hereunder shall be transferable to and
exercisable by (y) any pledgee of Registrable

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<PAGE> 11
Securities, and (z) any person who acquires beneficial ownership of Registrable
Securities in connection with and upon a default with respect to a pledge,
grant or encumbrance of Registrable Securities, provided that the conditions
set forth in subsection (i) and (ii) above have been complied with. Mr. Daniel
M. Snyder's right to transfer his Demand Registration Rights in connection with
an agreement or arrangement relating to the Transfer (including a pledge) of
the Registrable Securities is expressly acknowledged. A transferee to whom
rights are transferred pursuant to this Section 4.5 may not again transfer such
rights to any other person or entity other than as provided in this Section
4.5.

4.6 The Company will promptly notify each Participating
Holder of the occurrence of any event which renders any prospectus and/or
registration statement then being used to market and sell any Registrable
Securities to prospective purchasers misleading because such prospectus
contains an untrue statement of a material fact or omits to state a material
fact necessary to make the statements made, in light of the circumstances in
which they were made, not misleading, each Participating Holder will promptly
stop using any such prospectus and/or registration statement to market and sell
the Registrable Securities, and the Company will use its best efforts to
promptly amend the prospectus and registration statement so that it does not
contain any material misstatements or omissions and will deliver copies of such
amendments to each Participating Holder. Any such suspension of the period
during which a registration statement may be used by the Holders to sell the
Registrable Securities shall toll the period during which the Company is
required to maintain the effectiveness of such registration statement.

5. CONDITIONS TO COMPANY'S OBLIGATIONS. The obligation of the
Company to cause the Registrable Securities owned by the Holders to be
registered under the Securities Act pursuant to the terms of this Agreement is
subject to each of the following limitations, conditions and qualifications:

(a) The Company shall not be required to fulfill any
registration obligations under this Agreement, if the Company provides the
Holders with an opinion of counsel reasonably acceptable to such Holders
stating that the Holders are free to sell in the manner proposed by them the
same amount of Registrable Securities that they desired to register without
registering such Registrable Securities or such Registrable Securities can be
sold under Rule 144 of the Securities Act or otherwise without registration in
the open market in compliance with the Securities Act without regard to volume
restrictions.

(b) The Company shall not be obligated to file any
registration statement pursuant to this Agreement at any time if the Company
would be required to include financial statements audited as of any date other
than the end of its fiscal year, unless the Participating Holder(s) agree to
pay the cost of any such additional audit.

6. EXCHANGE LISTING. In the event any Registrable Securities are
included in a registration statement under Section 2 or 3 hereof, the Company
will exercise reasonable efforts to cause all such Registrable Securities to be
listed on any exchange(s) or quoted on any automated quotation system on which
the Common Stock is then listed or traded.

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<PAGE> 12
7. RULE 144. The Company covenants to each Holder that it shall
use its best efforts to file all reports required to be filed by it under the
Exchange Act and the rules and regulations adopted by the SEC thereunder, and
that it shall take such further actions as any Holder of Registrable Securities
may reasonably request, all to the extent required from time to time to enable
such Holder to sell the Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time, or
(ii) any similar rule or regulation adopted by the SEC. The Company shall,
upon the written request of any Holder of Registrable Securities, deliver to
such Holder a written statement as to whether it has complied with such
requirements.

8. MISCELLANEOUS.

8.1 Amendments and Waivers. Subject to Section 8.2, this
Agreement may be modified or amended only by a writing signed by the Company
(with the approval of a majority of Independent Directors) and Holders who hold
a number of Registrable Securities at least equal to a majority of all
Registrable Securities then outstanding, provided that, any amendment which may
adversely affect the rights of any Holders under this Agreement shall require
the separate agreement of the Holders who hold not less than a majority of the
Registrable Securities originally issued to the 1995 Investors then
outstanding.

8.2 Third Party Beneficiaries. Any transferee shall be a
third party beneficiary or intended beneficiary of the Agreement so long as
such transferee holds Registrable Securities and has rights under this
Agreement, and any such third party beneficiary shall have the right to enforce
such Agreement directly to the extent it deems such enforcement necessary or
advisable.

8.3 No Waiver. No failure to exercise and no delay in
exercising, on the Company's or the Holders' part, of any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies provided by law.

8.4 Survival of Agreements. All agreements,
representations and warranties contained herein or made in writing by or on
behalf of the Company in connection with the transactions contemplated hereby
shall survive the execution and delivery of this Agreement.

8.5 Binding Effect and Benefits. This Agreement shall be
binding upon and shall inure to the benefit of the Company, the Company's
successors or assigns, and the Holders, including their respective successors
and assigns.

8.6 Entire Agreement. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subjects hereof.

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<PAGE> 13
8.7 Separability of Provisions. In case any provision of
this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

8.8 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be by telecopy,
facsimile transmission (receipt of which is confirmed by telephone and a copy
of which is sent by U.S. mail), telegraph, hand delivery, overnight courier
service or mailed by certified or registered mail postage prepaid, returned
receipt requested, to the addresses set forth below or to such other address as
any party may advise the other party in a written notice given in accordance
with this Section.

If to the Company: Snyder Communications, Inc.
6903 Rockledge Drive
15th Floor
Bethesda, Maryland 20817
Attention: Daniel M. Snyder,
Chairman, Chief Executive Officer and
President

If to the Holders: At the respective addresses set
forth on the signature page hereto.

Any notice or other communication so addressed and so mailed shall be deemed to
have been given when duly delivered or sent.

8.9 Construction and Headings. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflict of laws provisions thereof. The
descriptive headings of the several sections and subsections hereof are for
convenience only and shall not control or affect the meaning of construction of
any of the provisions hereof.

8.10 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed be an original, but all
of which together shall constitute a single original instrument.

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<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

SNYDER COMMUNICATIONS, INC.

By: /s/ Daniel M. Snyder
--------------------------------------
Name: Daniel M. Snyder
Title: Chairman, President and Chief
Executive Officer

/s/ Daniel M. Snyder
-----------------------
DANIEL M. SNYDER

Address For Notices:
----------------------
-------------------------------------------

/s/ Michele D. Snyder
----------------------
MICHELE D. SNYDER
Address For Notices:
-----------------------
-------------------------------------------

U.S. NEWS COLLEGE MARKETING, L.P.

By: /s/ Fred Drasner
-----------------------------------
Name: Fred Drasner
Title: President

Address For Notices:
-----------------------
-------------------------------------------
MICHELE D. SNYDER

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<PAGE> 15
/s/ Susan K. Allen
-------------------------------------------
SUSAN K. ALLEN
Address For Notices:
----------------------
-------------------------------------------

/s/ Susan Strauss Breen
-------------------------------------------
SUSAN STRAUSS BREEN
Address For Notices:
---------------------
-------------------------------------------

/s/ Barry Diller
-------------------------------------------
BARRY DILLER
Address For Notices:
----------------------
-------------------------------------------

/s/ Paul Gould
------------------------------------------
PAUL GOULD

Address For Notices:
---------------------
------------------------------------------

/s/ Dan Lufkin
------------------------------------------
DAN LUFKIN
Address For Notices:
--------------------
------------------------------------------

/s/ Dan Lufkin
------------------------------------------
DAN LUFKIN,TRUSTEE

Address For Notices:
----------------------
------------------------------------------

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<PAGE> 16
/s/ Robert A. Strauss
-------------------------------------------
ROBERT A. STRAUSS
Address For Notices:
-----------------------
-------------------------------------------

/s/ Robert S. Strauss
-------------------------------------------
ROBERT S. STRAUSS
Address For Notices:
-----------------------
-------------------------------------------

/s/ Robert S. Strauss
-------------------------------------------
ROBERT S. STRAUSS, TRUSTEE
Address For Notices:
-----------------------
-------------------------------------------

ALLEN & COMPANY INCORPORATED

By: /s/ Paul Gould
----------------------------------
Name: Paul Gould
Address For Notices:
-----------------------
-------------------------------------------

HAGC PARTNERS, L.P.

By: /s/ Paul Gould
----------------------------------

Name: Paul Gould

Address For Notices:
-----------------------
-------------------------------------------

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<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and all references to our firm) included in or made a part of this registration
statement.

ARTHUR ANDERSEN LLP

Washington, DC
September 23, 1996