Execution
      Copy

     

    July
      23,
      2007 

    


    Mr.
      Steven Berns

    c/o
      MDC
      Partners Inc.

    950
      Third
      Avenue

    New
      York,
      N.Y. 10022 

    


    Re: Separation
      Agreement, General Release and Age 

    Discrimination
      in Employment Act Release

    


    Dear
      Mr.
      Berns:

     

    1. Your
      employment with MDC Partners Inc. (the “Company”)
      pursuant to the Employment Agreement between the Company and you dated August
      25, 2004, as amended on March 6, 2006 (the “Employment
      Agreement”),
      shall
      terminate effective as of the close of business on July 23, 2007 (the
“Termination
      Date”).
      You
      hereby confirm the cessation of your employment as of the Termination Date
      from
      any position you held as an employee, officer, or Manager of the Company or
      any
      Company operating within the MDC Group of companies (the “Group”).
      This
      Agreement will become effective on the Effective Date (as defined in paragraph
      12 hereof) only if not
      revoked
      by you as permitted under paragraph 12 hereof.

    


    2. The
      Company agrees to pay you the following severance compensation and benefits
      in
      accordance with and in full satisfaction of its obligations under paragraph
      7(b)
      of the Employment Agreement:

    


    (a)
      a
      cash payment in the aggregate amount of one million one hundred fifty thousand
      dollars ($1,150,000), subject to applicable withholding taxes, which represents
      your Base Salary and Perquisite Allowance that would otherwise have been payable
      to you during the 24 Month Severance Period (as such term is defined in
      paragraph 7(b)(i) of the Employment Agreement) if your employment with the
      Company had continued during such period, which cash payment
      will be paid to you as follows: (i) two hundred eighty seven thousand five
      hundred ($287,500), which you and the Company believe in good faith qualifies
      as
“involuntary separation pay” within the meaning of Section 409A of the Internal
      Revenue Code of 1986 (as amended), will be paid to you in a lump sum on the
      Effective Date and (ii) eight hundred sixty two thousand five hundred ($862,500)
      will be paid to you in approximately equal installments in accordance with
      the
      Company’s customary payroll practices as in effect on the Termination Date,
      commencing on the six-month anniversary of the Termination Date (the
“Severance
      Commencement Date”)
      and
      continuing through the eighteenth month following the Severance Commencement
      Date, unless earlier terminated in accordance with the provisions of paragraph
      7(b) of the Employment Agreement;

    


    (b) a
      pro-rata portion of your annual discretionary bonus with respect to 2007, which
      will be paid to you in 2008 on the date such bonus would otherwise have been
      paid to you had your employment with the Company continued (such pro-rata amount
      to be equal to the product of (A) the amount of the annual discretionary bonus
      for 2007, times (B) a fraction, (x) the numerator of which is 205, which is
      the
      number of calendar days commencing January 1 of 2007 and ending on the
      Termination Date, and (y) the denominator of which is 365);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) any
      unpaid reimbursable expenses outstanding as of the Date of Termination, plus
      those expenses referred to in paragraph 3 below, to be paid within thirty (30)
      days of your request for reimbursement and/or payment;

    


    (d) all
      benefits, if any, that had accrued to you through the Date of Termination under
      the plans and programs described in paragraphs 5(b) and (c) of your Employment
      Agreement, or any other applicable benefit plans and programs in which you
      participated as an employee of the Company, in the manner and in accordance
      with
      the terms of such plans and programs; it being understood that any and all
      rights that you may have to severance payments by the Company shall be
      determined and solely based on the terms and conditions of the Employment
      Agreement and not based on the Company's severance policy then in effect, if
      any; 

    


    (e) continued
      participation on the same basis in the plans and programs set forth in paragraph
      5(b) and to the extent permitted under applicable law, paragraph 5(c) of your
      Employment Agreement (such benefits collectively called the “Continued
      Plans”)
      in
      which you were participating on the Termination Date (as such Continued Plans
      are from time to time in effect at the Company), until the earlier of (x) the
      second anniversary of the Termination Date or (y) the date, or dates, you are
      eligible to receive coverage and benefits under the same type of plan of a
      subsequent employer (either such date, the “Benefit
      Termination Date; provided,
      however, if you are precluded from continuing your participation in any
      Continued Plan, then the Company will pay you quarterly in arrears the economic
      equivalent of the benefits provided under the Continued Plan in which you are
      unable to participate, for the period specified above, plus an amount equal
      to
      the tax, if any, payable by you thereon, it being understood that the economic
      equivalent of a benefit foregone shall be deemed the lowest cost in the State
      of
      New York that would be incurred by you in obtaining such benefit yourself on
      an
      individual basis; 

    


    (f) you
      will
      be entitled to such vesting and acceleration of shares of MDC Restricted Stock,
      MDC Stock Options and MDC SARs as is specified in accordance with the terms
      and
      conditions of each respective MDC Partners Inc. Restricted Stock Unit Agreement
      dated as of August 25, 2004 (the “RSU
      Agreement”),
      Memorandum of Agreement dated as of August 25, 2004 (also referred to as the
      “MDC
      Stock Option Agreement”),
      and
      MDC Partners Inc. Stock Appreciation Rights Agreement dated as of August 25,
      2004 (the “SARs Agreement”). Schedule 1 to this Agreement sets forth the number
      of shares and exercise price (in U.S. dollars) of each outstanding Option and
      SAR held by you as of the Termination Date. For purposes of clarification,
      you
      and the Company agree that with respect to the Financial Performance-Based
      Restricted Shares granted to you in 2006, the number of full months of service
      completed by you prior to the Termination Date for the relevant service period
      is nineteen (19) and with respect to the Financial Performance-Based Restricted
      Shares granted to you in 2007, the number of full months of service competed
      by
      you prior to the Termination Date for the relevant service period is seven
      (7).
      On the Effective Date, you will receive a cash payment equal to the value of
      17,000 Shares (as such term is defined in the RSU Agreement), with such value
      determined in accordance with the valuation methodology set forth in Section
      5
      of the RSU Agreement, except that “Nasdaq” will be substituted for all
      references to the “Toronto Stock Exchange” and the date this Agreement is signed
      by both parties (July 23, 2007), will
      be
      substituted for all references to the “Release Date”, such payment subject to
      applicable withholding taxes, to be issued to you under the RSU Agreement as
      the
      offer and sale to you of those Shares has not been registered with the U.S.
      Securities and Exchange Commission by the Company; and

     

    
      
        
        

      

      
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    (g) To
      the
      extent permitted by the terms of the policy, the Company will cooperate with
      you
      to permit you to transfer the life insurance policy referred to in Section
      14 of
      the Employment Agreement, provided that there is no cost incurred by the Company
      in connection with such transfer. 

    


    3. Within
      sixty (60) days of the Effective Date you shall submit to the Company your
      reimbursement request in accordance with Company policy for any unpaid business
      or entertainment expenses incurred by you through the Termination Date in
      respect of which you are entitled to be reimbursed under Company policy referred
      to in paragraph 2(c) above. The Company will also reimburse you for your legal
      fees and expenses incurred in connection with the termination of your employment
      and the negotiation of this Agreement, up to a maximum of $40,000, subject
      to
      applicable withholding taxes.

    


    4.  From
      and
      after the Termination Date, except for such rights under this Agreement, you
      shall no longer be entitled to receive any further payments, compensation or
      other monies (including severance compensation) from the Company or any of
      its
      affiliates or to receive any of the benefits or participate in any benefit
      plan
      or program of the Company or any of its affiliates, including without
      limitation, any salary payment, bonus payment, severance payment, salary
      continuation payment, accrued vacation or unused personal days and expense
      reimbursements or other benefits referred to in the Employment Agreement.


    


    5. You
      hereby acknowledge and affirm your obligations under the provisions of paragraph
      8 of the Employment Agreement.

    


    6. Notwithstanding
      your termination of employment as provided in this Agreement, the parties hereto
      agree that the provisions of paragraphs 8 through 26 of the Employment Agreement
      shall survive such termination.

    


    7. (a) You,
      for
      yourself, your heirs, executors,
      administrators,
      agents,
      representatives, successors and assigns, hereby irrevocably and unconditionally
      release the Company and its affiliates, and each of their respective employees,
      shareholders, agents, officers, directors, attorneys, representatives,
      successors and assigns of the Company and its affiliates (collectively, the
      "Releasees"),
      from
      any and all charges,
      complaints, claims, liabilities, obligations, promises, agreements, causes
      of
      action, rights, costs, losses, debts and expenses of any nature whatsoever,
      known or unknown, (collectively, “Claims”),
      which
      you, your heirs, executors, administrators,
      representatives,
      successors and assigns ever had, now have or hereafter may have (either directly
      or indirectly, derivatively or in any other representative capacity) by reason
      of any matter, fact or cause whatsoever from the beginning of time to the date
      of this Agreement, including without limitation, any and all claims based
      upon or arising out of your Employment Agreement, your employment with the
      Company or your termination of employment with the Company.
      This
      release of claims includes all claims arising under Title VII of the Civil
      Rights Act of 1964, 

     

    
      
        
        

      

      
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    the
      Civil Rights Act of 1991, the Age Discrimination in Employment Act
      (“ADEA”),
      the Americans with Disabilities Act, the Family and Medical Leave Act, the
      New
      York Executive Law, the New York City Human Rights Law, and all other labor
      and
      anti-discrimination laws and any other purported restriction on an employer’s
      right to terminate the employment of an employee. This release also covers
      any
      claims alleging personal damages, wrongful discharge, or any other claim,
      including those based on contract or tort, whether founded in common law or
      otherwise.
      This
      release shall not apply or release any claims with respect to any of your rights
      arising or preserved under the terms of this Agreement or your rights to
      indemnification as an officer and director of the Company. 

    


    (b) You
      represent that you have not filed or permitted to be filed against the Company
      (or the other Releasees), individually or collectively, any lawsuits and you
      covenant and agree that you will not do so at any time hereafter with respect
      to
      the subject matter of this Agreement and claims released pursuant to this
      Agreement (including, without limitation, any claims relating to the termination
      of your employment), except as may be necessary to enforce this Agreement,
      to
      obtain benefits described in or granted under this Agreement, or to seek a
      determination of the validity of the waiver of your rights under the
      ADEA.

     

    (c) You
      agree
      to cooperate with the Company and its counsel in connection with any
      investigations, administrative proceedings or litigation relating to any matter
      in which you were involved or of which you had knowledge as a result of your
      employment with the Company in accordance with paragraph 24(c) of the Employment
      Agreement. The Company reaffirms its obligations under said paragraph 24(c).
      

    


    (d) You
      agree
      that you will not encourage or voluntarily cooperate with any other current
      or
      former employee of the Company (or their affiliates) or any other potential
      plaintiff, to commence any legal action or make any claim against the Company
      (or any affiliate) in respect of such person’s employment or termination of
      employment with or by the Company (or any affiliate thereof) or
      otherwise.

    


    (e) You
      agree
      that on and after the Termination Date you will not apply or seek employment
      with the Company or any of its affiliates at any location or facility, and
      you
      hereby waive and release any right to be considered for such
      employment.

    


    (f) This
      Agreement does not constitute an admission by the Company or you of any
      violation of any federal, state, or local law or any contractual or other
      obligations, or of any wrongdoing whatsoever.

    


    (g) To
      the
      extent permitted by the terms of the current directors’ and officers’ liability
      policy (as it may be renewed from time to time), the Company will continue
      to
      cover you under its current directors’ and officers’ (D&O) liability
      insurance policy as long as there is no additional cost incurred by the Company
      in connection with such continued coverage; provided, that, in no event will
      such continued coverage extend beyond six (6) years following the Termination
      Date. 

     

    
      
        
        

      

      
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    8. For
      good
      and valuable consideration, the Company, on its behalf and on behalf of each
      of
      its affiliates and their respective successors and assigns, hereby irrevocably
      and unconditionally release you from any and all Claims which any of them ever
      had, now have or hereafter may have (either directly or indirectly, derivatively
      or in any other representative capacity) by reason of any matter, fact or cause
      from the beginning of time to the date of this Agreement arising out of your
      performance of duties as an employee or officer of the Company or another member
      of the Group or your termination of employment with the Company, except if
      a
      Claim arises out of your fraudulent conduct, your misappropriation or
      embezzlement of funds, or any other unlawful conduct; provided, however, the
      foregoing release shall not apply to or release any rights of the Company under
      the terms of this Agreement.

     

    9. Intentionally
      Omitted.

    


    10. In
      the
      event of a breach of the terms of this Agreement by any party as determined
      by
      the arbitrator and/or court of competent jurisdiction described in paragraph
      19
      of the Employment Agreement, the non-breaching party shall be entitled to all
      damages allowed under applicable law as awarded by such arbitrator and/or court.
      

    


    11. (a) As
      used
      in this Agreement (i) "affiliate"
      of any
      Person (as defined below) shall mean any Person that directly, or indirectly,
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with such Person, and (ii) a "Person"
      shall
      mean or include an individual, a company, a limited liability company, a
      corporation or any other form of business entity.

    


    (b) All
      prior
      negotiations and discussions between the parties with respect to the subject
      matter hereof are merged into this Agreement. No representations by or on behalf
      of any party were made or relied upon except as set forth herein. This Agreement
      may not be changed, amended or modified, except by a writing signed by the
      party
      affected by such change, amendment or modification.

    


    (c) The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation.

    


    (d) In
      the
      event any provision of this Agreement is found to be void and unenforceable
      by a
      court or other tribunal of competent jurisdiction, the remaining provisions
      of
      this Agreement shall nevertheless be binding upon the parties hereto with the
      same effect as though the void or unenforceable part had been severed and
      deleted or reformed to be enforceable.

    


    (e) This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of New York without application of conflict of law
      provisions.

    


    (f) The
      failure of any party at any time to require performance by another party of
      any
      provision hereunder shall in no way affect the right of that party thereafter
      to
      enforce the same, nor shall it affect any other party's right to enforce the
      same, or to enforce any of the other provisions in this Agreement; nor shall
      the
      waiver by any party of the breach of any provision hereof be taken or held
      to be
      a waiver of any subsequent breach of such provision or as a waiver of the
      provision itself. This Agreement shall be binding upon, and inure to the benefit
      of, you and your heirs, executors, administrators, successors and assigns,
      and
      MDC Partners, the Company and their respective successors and assigns.


     

    
      
        
        

      

      
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    12. You
      acknowledge that you have read this Agreement in its entirety, fully understand
      its meaning and are executing this Agreement voluntarily and of your own free
      will with full knowledge of its significance. You acknowledge and warrant that
      you have had the opportunity to consider for 21 days the terms and provisions
      of
      this Agreement and that you have been advised by the Company to consult with
      an
      attorney prior to executing this Agreement. You shall have the right to revoke
      this Agreement for a period of seven (7) days following your execution of this
      Agreement by giving written notice of such revocation to the Company in
      accordance with the notice provision set forth in the Employment Agreement.
      This
      Agreement shall not become effective until the eighth day following your
      execution of it (the“Effective
      Date”).
       Accordingly,
      if you revoke this Agreement as permitted herein, this Agreement shall become
      null and void ab initio.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their hands as of the date first above set
      forth.

    
      	 	 	 
	 	MDC
              Partners Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	
              Title:

            
	 	 
	 	
              
                

              

              Steven
                Berns

            


    

     

    Dated:
      _________________________


    
      
        
        

      

      
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    July
      23,
      2007

    


    Board
      of
      Directors

    MDC
      Partners Inc.

    950
      Third
      Avenue

    New
      York,
      NY 10022

    


    Re: Resignation


    


    The
      undersigned hereby resigns as a director of the Board of Directors of MDC
      Partners Inc., and all of its affiliates, effective as of the date
      hereof.

    
      	 	 	 
	 	 
	 
 	 
 	
              Very
                truly yours,

 
	
            	  	 
	 	
              

              Steven
                Berns

            


    

     

    
      
        
        

      

      
        7