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                                                                   EXHIBIT 10.64

                         SUBORDINATION AND POSTPONEMENT

TO:               RoyNat Capital Inc.
                  40 King Street West
                  26th Floor
                  Toronto, Ontario

AND TO:           Chaiton & Chaiton LLP
                  185 Sheppard Avenue West
                  Toronto, Ontario
                  M2N 1M9

AND TO:           The Bank of Nova Scotia
                  40 King Street West
                  Scotia Plaza
                  Toronto, Ontario
                  M5H 1H1

AND TO:           Cassels, Brock & Blackwell LLP
                  Scotia Plaza, Suite 2100
                  40 King Street West
                  Toronto, Ontario
                  M5H 3C2

RE:               RoyNat Capital Inc. and The Bank of Nova Scotia
                  (together, the "LENDERS")
                  Loans (the "LOANS") to Regal Greetings & Gifts Corporation
                  (the "BORROWER")

WHEREAS:

1.     The Borrower has granted various security interests in favour of the
       Lenders in all of its property, assets and undertaking pursuant to
       various security agreements, each as security for the payment and
       performance of all its present and future obligations of the Borrower to
       the Lenders (the "LENDERS' OBLIGATION"). The security documents delivered
       to the Lenders in respect of the Borrower's obligations to the Lenders
       are hereinafter, collectively, referred to as the "LENDERS' SECURITY".

2.     In connection with the purchase of assets by the Borrower from MDC
       Corporation Inc. ("MDC") pursuant to a restated asset and share purchase
       agreement dated as of December 4, 2001, the Borrower has executed or will
       execute a promissory note in the face amount of $6,000,000 (a "NOTE") in
       favour of MDC and the Borrower has or may grant a security interest in
       favour of MDC in all or a portion of its property, assets and undertaking
       as security for payment and performance of its obligations under the Note
       (the "MDC COLLATERAL").

3.     MDC has agreed to postpone all payments under the Note to the payment
       by the Borrower of all moneys payable to the Lenders under the Lenders'
       Security and to subordinate its security interest in the MDC Collateral
       in favour of the Lenders' Security to the extent of the balance of any
       indebtedness of the Borrower to the Lenders.

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       NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, MDC hereby represents, warrants,
acknowledges and agrees with the Lenders as follows:

1.     The Borrower is indebted to MDC under the Note.

2.     Except as permitted under Section 4 below, all claims of MDC in
       respect of the Note and interest heretofore accrued or hereafter accruing
       thereon are hereby postponed to the payment by the Borrower of all of the
       principal, interest and other moneys owing to the Lenders. All moneys
       received by MDC in respect of the Note otherwise than in accordance with
       the terms hereof without the prior written approval of the Lenders (given
       by both) shall be received in trust for the Lenders and forthwith upon
       receipt thereof shall be paid over to The Bank of Nova Scotia for the
       Lenders.

3.     MDC hereby acknowledges and agrees that any and all security interests
       which it may now have or may hereafter acquire in and to the MDC
       Collateral are now and shall be hereafter postponed and subordinated in
       all respects to the Lenders' Security. For greater clarity, the
       postponement and subordination of security by MDC provided for herein
       shall continue to apply in all respects notwithstanding the exception
       made to the postponement of payment under the Note provided for in
       Section 4.

4.     Notwithstanding the postponement of payments under the Note provided
       for in Section 2 above, provided the Borrower is not in default under its
       agreements with The Bank of Nova Scotia and/or RoyNat Capital Inc., and
       will not be in default after the payment described herein, the Borrower
       may make an annual cash payment of principal to MDC equal to 25% of the
       Borrower's Net Free Cash Flow on December 31st, 2004 and December 31,
       2005, to be applied as a permanent reduction to the Note, subject to an
       aggregate maximum repayment to MDC in this manner of $2,000,000 (the "MDC
       CASH SWEEP"). This payment is to be made in addition to the payment of
       25% of Net Free Cash Flow to be made to The Bank of Nova Scotia under its
       letter of commitment. "NET FREE CASH FLOW" is defined as the greater of
       (i) cash (including cash equivalents, and money market instruments, and
       having made all working capital adjustments) at December 31st in the
       applicable year, less scheduled principal payments on senior and
       subordinated debt for the next twelve month period and (ii) net income
       after taxes for the twelve month period ending December 31st plus
       depreciation, amortization and deferred income tax expense less scheduled
       principal payments on senior and subordinated debt for the next twelve
       month period less cash interest paid for the previous twelve month
       period, cash taxes paid for the previous twelve month period and capital
       expenditures incurred for the previous twelve month period. Net Free Cash
       Flow is to be calculated annually based upon the Borrower's preliminary
       December 31 year end financial statements (subject to further adjustment,
       as the Lenders deem necessary, on receipt of the final audited year-end
       financials, or if the fiscal year end is other than December 31 in any
       year, based on the December 31 financial statements on a review comment
       basis).

5.     Prior to June 30, 2007, MDC shall not take any steps whatsoever to
       enforce the Note (other than its right, provided the Borrower is not in
       default under its agreements with The Bank of Nova Scotia and/or RoyNat
       Capital Inc., and will not be in default after payment, to the MDC Cash
       Sweep, which MDC is expressly entitled to enforce) or its security
       interest in the MDC Collateral (including rights of set-off, to initiate
       or participate in proceedings under the BANKRUPTCY AND INSOLVENCY ACT
       (Canada) or the COMPANIES CREDITORS ARRANGEMENT ACT (Canada),
       foreclosure, sale, power of sale, taking

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       of possession, appointing or making application to a court for an order
       appointing an agent or a receiver or receiver manager of some or all of
       the MDC Collateral or by any other means of enforcement thereof) unless
       prior to the taking of such steps, all obligations of the Borrower to
       each of The Bank of Nova Scotia and RoyNat Capital Inc. have been
       satisfied in full, as acknowledged in writing by each of them, or unless
       the Lenders have commenced proceedings to enforce the Lenders' Security
       or have accelerated repayment of the Lenders' Obligations and the
       Standstill Period (as defined in the priorities agreement dated the date
       hereof among the Lenders and the Borrower) shall have expired, in which
       case MDC shall be entitled to join in any such proceeding.
       Notwithstanding anything to the contrary herein, neither MDC nor any
       person on its behalf shall deliver any enforcement notice or make any
       demand under, accelerate, sue in respect of, or realize, exercise or
       enforce any right, entitlement, power or remedy under or in respect of or
       otherwise take any action with respect to the MDC Cash Sweep unless and
       until either (a) all outstanding obligations and liabilities of the
       Borrower to The Bank of Nova Scotia and RoyNat Capital Inc. have been
       paid in full and all agreements or obligations on the part of The Bank of
       Nova Scotia and RoyNat Capital Inc. to make further financial
       accommodation available to the Borrower shall have been terminated or (b)
       a standstill period of thirty (30) days from the date of a notice
       provided by MDC to The Bank of Nova Scotia and RoyNat Capital Inc. that
       there is a default in payment of the MDC Cash Sweep and MDC intends to
       exercise its rights in relation thereto has expired.

6.     Upon repayment in full of the indebtedness of the Borrower to each of
       The Bank of Nova Scotia and RoyNat Capital Inc., as evidenced by an
       acknowledgement in writing of payment in full by the Lenders, this
       postponement and subordination by MDC shall be null and void and of no
       further effect.

7.     The Lenders, and either of them, may grant time, renewals, extensions,
       amendments, modifications and releases to, and otherwise deal with, the
       Borrower and others, as the Lenders may see fit, without notice to MDC
       and without prejudice to or in any way limiting or affecting the
       obligations of MDC hereunder.

8.     MDC represents that the Note is not a negotiable instrument and that
       in the event that it should be treated or construed as such, it shall be
       forthwith delivered to The Bank of Nova Scotia for the Lenders to be held
       pursuant to the terms hereof.

9.     MDC agrees that neither The Bank of Nova Scotia nor RoyNat Capital
       Inc. shall incur any responsibility to MDC or to the Borrower for any
       loss whatsoever which they or either of them may suffer arising out of or
       in any way connected with the Note or this Agreement (including without
       limiting the generality of the foregoing, loss resulting from the
       incidence of prescription).

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10.    This Agreement shall extend to and be binding upon MDC and its
       successors and assigns and shall enure to the benefit of the Lenders and
       their successors and assigns.

       IN WITNESS WHEREOF MDC has executed this Agreement.

       DATED as of the 14th day of December, 2001.

                                                  MDC CORPORATION INC.

                                                  Per:
                                                  Name:
                                                  Title: