EXHIBIT
      10.15.10

     

    Execution
      Copy

    


    AMENDMENT
      NO. 10


    


    AMENDMENT
      NO. 10 dated as of March 8, 2007, to the Credit Agreement referred to below,
      between MDC Partners Inc., a Canadian corporation (“MDC
      Partners”),
      Maxxcom Inc., an Ontario corporation (“Maxxcom
      Canada”),
      Maxxcom Inc., a Delaware corporation (“Maxxcom
      U.S.”
and
      together with MDC Partners and Maxxcom Canada, the “Borrowers”),
      each
      of the Lenders identified under the caption “LENDERS” on the signature pages
      hereto and JPMorgan Chase Bank, N.A. (“JPMCB”),
      as
      U.S. administrative agent for the Lenders (in such capacity, the “U.S.
      Administrative Agent”).

    


    The
      Borrowers, the Lenders party thereto (individually, a “Lender”
and,
      collectively, the “Lenders”),
      the
      U.S. Administrative Agent, JPMCB, as Collateral Agent (in such capacity, the
      “Collateral
      Agent”),
      and
      JPMCB, Toronto Branch, as Canadian Administrative Agent (in such capacity,
      the
“Canadian
      Administrative Agent”
and
      together with the U.S. Administrative Agent, the “Administrative
      Agents”)
      are
      parties to a Credit Agreement dated as of September 22, 2004 (as amended, the
      “Credit
      Agreement”).
      The
      Borrowers and the Required Lenders wish to amend the Credit Agreement in certain
      respects, and accordingly, the parties hereto hereby agree as
      follows:

    


    Section
      1. Definitions.
      Capitalized terms used in this Amendment No. 10 and not otherwise defined are
      used herein as defined in the Credit Agreement.

    


    Section
      2. Amendments.
      Effective as provided in Section 5 hereof, the Credit Agreement shall be amended
      as follows:

    


    2.01.
      References in the Credit Agreement (including references to the Credit Agreement
      as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references
      to the Credit Agreement as amended hereby.

    


    2.02.
      Section 1.01 of the Credit Agreement is hereby amended by amending the following
      definitions to read in their entirety as follows:

    


    “H
      Acquisition”
means
      the proposed acquisition of 51% of the Capital Stock of H pursuant to an
      acquisition agreement on terms similar to those set forth in the H Acquisition
      Term Sheet.

    


    “H
      Acquisition Term Sheet”
means
      that certain letter of intent, dated December 8, 2006, for the proposed purchase
      of 51% of the Capital Stock of H, a copy of which was previously provided to
      counsel to the U.S. Administrative Agent.

    


    “H”
means
      H, LLC, a Delaware limited liability company.

     

    “R”
means
      R
      LLC, a Delaware corporation.

     

    “R
      Acquisition”
means
      the proposed acquisition of 60% of the Capital Stock of R pursuant to an
      acquisition agreement on terms similar to those set forth in the R Acquisition
      Term Sheet..

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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          2 -

      

    

    


    “R
      Acquisition Term Sheet”
means
      that certain letter of intent, dated January 3, 2007, for the proposed purchase
      of 60% of the Capital Stock of R, a copy of which was previously provided to
      counsel to the U.S. Administrative Agent.

    


    2.03.
      Section
      7.06 of the Credit Agreement is hereby amended by (i)
      deleting
      the word “and” at the end of clause (o) therein, (ii) adding new clauses (p) and
      (q) to read in their entirety as follows and (iii) relettering the existing
      clause (p) therein to “(r)”:

    


    “(p)
      the H
      Acquisition, provided
      that
      not more
      than U.S. $4,500,000 of the consideration in respect of the H Acquisition shall
      be payable in cash at the time of the consummation thereof;

    


    (q)
      the R
      Acquisition, provided
      that
      not more
      than U.S. $5,500,000 of the consideration in respect of the R Acquisition shall
      be payable in cash at the time of the consummation thereof; and”

    


    Section
      3. Representations
      and Warranties.
      Each
      Borrower represents and warrants (as to itself and each of its Subsidiaries)
      to
      the Agents and Lenders that (a) the representations and warranties set forth
      in
      Article V of the Credit Agreement, as amended hereby, and in each of the other
      Loan Documents are complete and correct on the date hereof as if made on and
      as
      of such date and as if each reference in said Article V to “this Agreement”
included reference to this Amendment No. 10 and (b) no Default shall have
      occurred and be continuing under the Credit Agreement, as amended
      hereby.

    


    Section
      4. Confirmation
      of Security Documents.
      Each of
      the Borrowers hereby confirms and ratifies all of its obligations under the
      Loan
      Documents to which it is a party, including its obligations as a guarantor
      under
      Article III of the Credit Agreement as amended hereby. By its execution on
      the respective signature lines provided below, each of the Guarantors hereby
      confirms and ratifies all of its obligations and the Liens granted by it under
      the Security Documents to which it is a party, represents
      and warrants that the representations
      and warranties set forth in such Security Documents are complete and correct
      on
      the date hereof as if made on and as of such date and confirms
      that all references in such Security Documents to the “Credit Agreement” (or
      words of similar import) refer to the Credit Agreement as amended hereby without
      impairing any such obligations or Liens in any respect.

    


    Section
      5. Conditions
      Precedent to Effectiveness.
      The
      amendments set forth in Section 2 hereof shall become effective, as of the
      date hereof, upon (a) receipt by the U.S. Administrative Agent of one or more
      counterparts of this Amendment No. 10 executed by the Obligors and the Required
      Lenders and (b) evidence that all fees and expenses agreed by MDC Partners
      to be
      payable in connection with this Amendment No. 10 have been paid in full.


    


    Section
      6. Miscellaneous.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 10 may be executed in any number of
      counterparts, all of which taken together shall constitute one and the same
      agreement and any of the parties hereto may execute this Amendment No. 10 by
      signing any such counterpart. This Amendment No. 10 shall be governed by, and
      construed in accordance with, the law of the State of New York.

    


    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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          3 -

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 10 to be
      duly
      executed and delivered as of the day and year first above written.

     

    
      	 	 	 
	 	MDC
              PARTNERS
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
	 	Title: Authorized
              Signatory


       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory


      

    

    
       

      
        	 	 	 
	 	MAXXCOM
                INC., an
                Ontario corporation
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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            4 -

        

      

      


       

      
        	 	 

                Agreed
                  as set forth in Section 4 above:

              
	 	 
	 	GUARANTORS
	 	 	 
	 	
                1208075
                  ONTARIO LIMITED

                1220777
                  ONTARIO LIMITED

                1385544
                  ONTARIO LIMITED

                2026646
                  ONTARIO LIMITED

                656712
                  ONTARIO LIMITED 

                AMBROSE
                  CARR LINTON CARROLL INC.

                ASHTON
                  POTTER CANADA INC.

                ASHTON-POTTER
                  CANADA LTD.

                BRUCE
                  MAU DESIGN INC.

                BRUCE
                  MAU HOLDINGS LTD.

                CAMPBELL
                  + PARTNERS COMMUNICATIONS LTD.

                COMPUTER
                  COMPOSITION OF CANADA INC.

                HENDERSON
                  BAS

                MAXXCOM
                  (NOVA SCOTIA) CORP.

                MAXXCOM
                  INTERACTIVE INC.

                STUDIOTYPE
                  INC.

                TREE
                  CITY INC.

              
	
                
 

              	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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            5 -

        

      

       

      
        	 	 	 
	 	
                ACCENT
                  ACQUISITION CO.

                ACCENT
                  INTERNATIONAL, INC.

                ACCENT
                  MARKETING SERVICES, L.L.C.

                BRATSKEIR
                  & COMPANY, INC.

                CHINNICI
                  DIRECT, INC.

                CMS
                  U.S. HOLDCO, INC.

                COLLE
                  & MCVOY, INC.

                CPB
                  ACQUISITION INC.

                CRISPIN
                  PORTER & BOGUSKY LLC

                DOTGLU
                  LLC

                FLETCHER
                  MARTIN LLC

                FMA
                  ACQUISITION CO.

                HELLO
                  ACQUISITION INC.

                KBP
                  HOLDINGS LLC

                KIRSHENBAUM
                  BOND & PARTNERS LLC

                KIRSHENBAUM
                  BOND & PARTNERS WEST LLC

                LAFAYETTE
                  PRODUCTIONS LLC

                MACKENZIE
                  MARKETING, INC.

                MARGEOTES/FERTITTA
                  + PARTNERS LLC

                MAXXCOM
                  (USA) FINANCE COMPANY

                MAXXCOM
                  (USA) HOLDINGS INC.

                MDC/KBP
                  ACQUISITION INC.

                MF+P
                  ACQUISITION CO.

                MONO
                  ADVERTISING, LLC

                PRO-IMAGE
                  CORPORATION

                SABLE
                  ADVERTISING SYSTEMS, INC.

                SMI
                  ACQUISITION CO.

                SOURCE
                  MARKETING LLC

                TARGETCOM
                  LLC

                VITROROBERTSON
                  LLC

                ZG
                  ACQUISITION INC.

                ZYMAN
                  GROUP, LLC

              
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory 


      

       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                
Name:
	 	Title:
                Authorized Signatory 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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            6 -

        

      

       

      
        	 	LENDERS 
	 	 	 
	 	JPMORGAN
                CHASE
                BANK, N.A.
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                
Name:
	 	Title 




       

      
        	 	 	 
	 	JPMORGAN
                CHASE
                BANK, N.A., TORONTO BRANCH
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                
Name:
	 	Title 




      
        
          
          

        

        
          
          

          
            

          

        

        
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            7 -

        

      

       

      
        	 	 	 
	 	BANK
                OF MONTREAL
                (CHICAGO BRANCH)
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                
Name:
	 	Title 



         

        
          	 	 	 
	 	BANK
                  OF
                  MONTREAL
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                  
Name:
	 	Title 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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              8 -

          

        

         

        
          	 	 	 
	 	THE
                  BANK OF NOVA
                  SCOTIA, by its Atlanta Agency
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                  
Name:
	 	Title 



           

          
            	 	 	 
	 	THE
                    BANK OF NOVA
                    SCOTIA
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                    
Name:
	 	Title 


             

            
              	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                      
Name:
	 	Title 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
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                  9 -

              

            

             

            
              	 	 	 
	 	TORONTO
                      DOMINION
                      (TEXAS) INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                      
Name:
	 	Title 


               

              
                	 	 	 
	 	THE
                        TORONTO-DOMINION BANK
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                        
Name:
	 	Title 


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
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                    10 -

                

              

               

              
                	 	 	 
	 	CIBC
                        INC.
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                        
Name:
	 	Title 


                 

                
                  	 	 	 
	 	CANADIAN
                          IMPERIAL
                          BANK OF COMMERCE
	 
 	 
 	 
 
	: 	By:  	/s/ 
	 	
                          
Name:
	 	Title 


                

              

            

          

        

      

    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
              
	 	Title