EXHIBIT
      10.6

     

    Execution
      Copy

    


    CONFIDENTIAL
      SEPARATION AGREEMENT AND GENERAL RELEASE

    


    CONFIDENTIAL
      SEPARATION AGREEMENT AND GENERAL RELEASE, dated as of January 12, 2007 (this
      “Agreement”),
      between MDC Partners Inc. (the
      “Company”) and
      Stephen Pustil (the
      “Executive”).
      

    


    WHEREAS,
      Executive served as the President of the Company’s formerly-owned, Secured
      Products International Group (“SPI
      Group”),
      up to
      and including the closing date for the successful sale of the SPI Group by
      the
      Company on November 15, 2006;

    


    WHEREAS,
      in
      recognition of the Executive’s efforts and services in connection with the sale
      of the SPI Group, and to provide effective ongoing transition consulting
      services to the purchaser of the SPI Group as required by the Company, the
      parties have agree to the terms and conditions of this Agreement;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, receipt
      of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    1. Termination
      of Employment.
      Executive and the Company have determined that, effective as of December 31,
      2006, Executive will resign from his position as an executive officer of the
      Company, effective as of December 31, 2006 (the “Termination
      Date”);
      provided,
      however,
      that
      from and after the Termination Date, Executive will provide consulting services
      to the Company on the terms and conditions outlined in Section 2
      below.

    


    2. Bonus
      Payment; Consulting Services.
      

    


    (a)  SPI
      Bonus Payment.
      In
      consideration of Executive’s efforts and services in connection with the
      disposition of the Company’s SPI Group on November 15, 2006, the Company shall
      pay to Executive a bonus in an amount equal to Cdn $350,000 (less applicable
      tax
      withholding amounts) not later than ten (10) days after execution and delivery
      of the Agreement. The payments referenced in this Section 2 are in full
      satisfaction of any and all claims for compensation that Executive may have
      against Company relating to his employment through and including December 31,
      2006.

    


    (b)  Consulting
      Services.
      For the
      one-year period beginning effective January 1, 2007 through and until December
      31, 2007 (the “Consulting
      Period”),
      Executive shall provide consulting services to the Company for not more than
      twenty hours per week. The consulting services (the “Consulting
      Services”)
      to be
      performed by Executive shall include, without limitation, those services
      expressly contemplated by that certain “Transition Services Agreement” dated as
      of November 15, 2006, by and among the Company, the entities comprising the
      SPI
      Group and the purchaser of the SPI Group. During the Consulting Period, (i)
      the
      Executive shall report directly to the Chief Executive Officer of the Company
      or
      his designee at such times and in such detail as shall reasonably be required,
      and (ii) the Company shall provide office space for Executive’s use at the
      Company’s Toronto, Ontario offices in order for Executive to perform the
      Consulting Services. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Consulting
      Fees; Continued Service as a Director.
      As
      compensation for Executive’s Consulting Services to the Company, the Company
      shall pay to the Executive an annualized amount equal to Cdn $250,000 during
      the
      Consulting Period in accordance with its normal payroll practices. In addition,
      the Executive has agreed to continue to serve as a member of the Company’s Board
      of Directors with the title of Vice Chairman, and the Human Resources and
      Compensation Committee of the Board of Directors (the “Compensation
      Committee”)
      has
      authorized Executive to receive fees and to be eligible to receive equity grants
      as a non-management member of the Board of Directors, subject to the discretion
      and approval of the Compensation Committee.

    


    (d)  Expenses.
      The
      Company agrees to pay or to reimburse the Executive for all reasonable,
      ordinary, necessary and documented business or entertainment expenses incurred
      during the Consulting Period in the performance of the Consulting Services
      hereunder in accordance with the policy of the Company as from time to time
      in
      effect.

    


    3. Release
      of Claims.
      By
      signing this Agreement, Executive, on behalf of himself and his current, former,
      and future heirs, executors, administrators, attorneys, agents and assigns,
      releases and waives all legal claims in law or in equity of any kind whatsoever
      that Executive has or may have against Company, its parents, subsidiaries and
      affiliates, and their respective officers, directors, employees, shareholders,
      members, agents, attorneys, trustees, fiduciaries, representatives, benefit
      plans and plan administrators, successors and/or assigns, and all persons or
      entities acting by, through, under, or in concert with any or all of them
      (collectively, the “Released
      Parties”).
      This
      release and waiver covers all rights, claims, actions and suits of all kinds
      and
      descriptions that Executive now
      has
      or has ever had,
      whether
      known or unknown or based on facts now known or unknown, fixed or contingent,
      against the Released Parties, occurring prior to and including the date that
      Executive executes this Agreement, including, without limitation: 

    


    a. any
      claims for wrongful termination, defamation, invasion of privacy, intentional
      infliction of emotional distress, or any other common law claims;

    


    b. any
      claims for the breach of any written, implied or oral contract between Executive
      and Company, including but not limited to any contract of
      employment;

    


    c. any
      claims of discrimination, harassment or retaliation based on such things as
      age,
      national origin, ancestry, race, religion, sex, sexual orientation, or physical
      or mental disability or medical condition; 

    


    d. any
      claims for payments of any nature, including but not limited to wages, overtime
      pay, vacation pay, severance pay, commissions, bonuses and benefits or the
      monetary equivalent of benefits, but not including the consideration being
      provided to Executive pursuant to Section 2 of this Agreement; and 

     

    
      
        
        

      

      
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    e. all
      claims that Executive has or that may arise under the common law and all
      federal, provincial and local statutes, ordinances, rules, regulations and
      orders.

    


    This
      Agreement shall be binding upon and inure to the benefit of Executive and the
      Released Parties and any other individual or entity who may claim any interest
      in the matter through Executive. Executive also acknowledges that he has not
      assigned any of his rights to make the aforementioned claims or
      demands.

    


    4. Non-Admission.
      This
      Agreement shall not in any way be construed as an admission by the Company
      of
      any liability for any reason, including, without limitation, based on any claim
      that the Company has committed any wrongful or discriminatory act.

    


    5. Attorney
      Review; Review Period. Executive
      is hereby advised that he should consult with an attorney prior to executing
      this Agreement. Executive is also advised that he has twenty-one (21) days
      from
      the date this Agreement is delivered to him within which to consider whether
      he
      will sign it. If Executive signs this Agreement, he acknowledges that he
      understands that he may revoke this Agreement within seven (7) days after he
      has
      signed it by notifying the Company in writing that he has revoked this
      Agreement.

    


    6. Non-Disparagement.
      Executive agrees that he will not say, write, or cause to be said or written,
      any statement that may be considered defamatory, derogatory, or disparaging
      of
      any of the Released Parties.

    


    7.
       Confidentiality/Company
      Property.
      Executive acknowledges that he has had access to confidential, proprietary
      business information of the Company as a result of employment, and Executive
      hereby agrees not to use such information personally or for the benefit of
      others. Executive also agrees not to disclose to anyone any confidential
      information at any time in the future so long as it remains confidential.
      Executive further agrees to keep the terms and the existence of this Agreement
      confidential and not to discuss it with anyone other than his attorney, tax
      advisor, spouse, or as may be required by law. Executive represents
      that he has returned all Company property in his possession.

    


    8. Entire
      Agreement; No Other Promises.
      Except
      as to any confidentiality, non-compete and/or non-solicitation agreements signed
      by Executive upon or during his employment with Company, Executive hereby
      acknowledges and represents that this Agreement contains the entire agreement
      between Executive and the Company, and it supersedes any and all previous
      agreements concerning the subject matter hereof. Executive further acknowledges
      and represents that neither Company nor any of its agents, representatives
      or
      employees have made any promise, representation or warranty whatsoever, express,
      implied or statutory, not contained herein, concerning the subject matter
      hereof, to induce Executive to execute this Agreement, and Executive
      acknowledges that he has not executed this Agreement in reliance on any such
      promise, representation or warranty. 

    


    9. Equitable
      Relief. Executive
      acknowledges that a remedy at law for any breach or attempted breach of this
      Agreement will be inadequate, and agrees that Company shall be entitled to
      specific performance and injunctive and other equitable relief in the case
      of
      any such breach or attempted breach. It is also agreed that, in addition to
      any
      other remedies, in the event of a breach of this Agreement by Executive, Company
      may withhold, retain and recover all or any portion of the amounts referenced
      in
      Section 2 of this Agreement. 

     

    
      
        
        

      

      
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    10. Governing
      Law. This
      Agreement shall be construed and enforced in accordance with, and governed
      by,
      the laws of the Province of Ontario, Canada. 

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any way, except pursuant to a
      written instrument signed by both parties.

    


     

    *  *  *

    


    
      
        
        

      

      
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    HAVING
      READ AND UNDERSTOOD THE RELEASE, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT
      TO
      CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER
      INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF
      THE
      DAY AND YEAR FIRST WRITTEN BELOW.

    


    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Stephen
              Pustil
	 	
              
                

              

              Stephen Pustil

               

              Dated: January 12,
                2007

            


    

    
      


      
        	 	 	 
	 	MDC
                Partners Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Mitchell
                Gendel
	 	
                
                  

                

                Name:
                  Mitchell Gendel

                Title:
                  General Counsel

                 

                Dated: January 12,
                  2007

              


      

       

       

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