AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

     

    AMENDMENT
      NO. 1
      dated
      November 14, 2007 (“Amendment”),
      to
      the EMPLOYMENT
      AGREEMENT
      made as
      of December 26, 2005 (the “Employment
      Agreement”),
      by
      and between
      MDC PARTNERS INC.,
      a
      Canadian corporation (the “Company”),
      and
GRAHAM
      ROSENBERG
      (the
“Executive”).

     

    WHEREAS,
      the
      parties hereto desire to amend the Employment Agreement to provide for the
      amended terms and conditions set forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements set forth in this
      Amendment, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties do hereby agree as
      follows:

     

    1. Capitalized
      terms used in this Amendment and not otherwise defined shall have the meaning
      given to such terms in the Employment Agreement.

     

    2. Section
      4(a) of the Employment Agreement is hereby amended such that Executive’s “Base
      Salary” shall be increased to Cdn $450,000 (effective November 1,
      2007).

     

    3. Section
      4(b) of the Employment Agreement is hereby amended and restated in its entirety
      as follows:

     

    
      	 	 	
              “(b)
                Annual
                Discretionary Bonus.
                During the Term, in respect of all calendar years beginning January
                1,
                2007, the Executive shall be eligible to receive an annual discretionary
                bonus in an amount equal to up to 100% of the then current Base Salary,
                based upon criteria determined by the MDC Executive and the Compensation
                Committee, which criteria shall include the Executive’s performance, the
                overall financial performance of the Company and such other factors
                as the
                MDC Executive and the Compensation Committee shall deem reasonable
                and
                appropriate (the “Annual
                Discretionary Bonus”).
                The MDC Executive shall communicate the criteria for the Annual
                Discretionary Bonus to the Executive within a reasonable period of
                time
                after such criteria have been established. The Annual Discretionary
                Bonus
                will be paid in accordance with the Company’s normal bonus payment
                procedures.”

            


    

     

    4. The
      Employment Agreement is hereby amended such that all references in the
      Employment Agreement to the “Annual Discretionary Cash Bonus” shall be deemed to
      be references to “Annual Discretionary Bonus” to reflect the understanding
      between the parties that a portion of the Annual Discretionary Bonus may be
      paid
      in the form of equity incentive awards. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Section
      4(d) and 4(e) of the Employment Agreement are hereby amended by adding the
      following sentence at the end of such section: “A schedule of the applicable
      terms of such Options and Equity Grants, as of the date hereof, is set forth
      as
      Schedule 1 hereto.”

     

    6. Section
      7(b)(i) of the Employment Agreement is hereby amended by adding the following
      sentence at the end of such section: “For the avoidance of doubt, the
      Executive’s Annual Discretionary Bonus in respect of (i) calendar year 2006 was
      equal to Cdn $330,000 and (ii) calendar year 2005 was equal to Cdn
      $150,000.”

     

    7.
       Sections
      7(b) and 7(c) of the Employment Agreement are hereby amended by adding the
      following clause (ix) to the end of each such section:

     

    “(ix)
      any
      equity incentives granted to Executive on or following the date hereof as part
      of the Annual Discretionary Bonus shall continue to vest and become exercisable
      and payable (as applicable) until the second anniversary of the Date of
      Termination on the same basis as if the Term of this Agreement had remained
      in
      effect until such anniversary date, notwithstanding the cessation of the
      Executive’s employment with the Company, including any requirements for
      performance-based vesting relating to the Company’s business or financial
      performance (but not individual performance) following the Date of Termination.”


    


    8. As
      used
      herein and in the Employment Agreement, the term “Agreement”
shall
      mean the Employment Agreement, as from time to time amended (including, without
      limitation, this Amendment).

     

    9. Except
      as
      set forth above, the Employment Agreement, as amended herein, shall remain
      in
      full force and effect without further modification.

     

    10. This
      Amendment may be executed in one or more counterparts, and each such counterpart
      shall be deemed an original instrument, but all such counterparts taken together
      shall constitute but one agreement. Facsimile signatures shall constitute an
      original.

    


    *  *  *  *

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Amendment No. 1 to the Employment Agreement,
      on the day and year first above written.

     

    
      	
              MDC
                PARTNERS INC.

            
	 	 
	
              By:
                

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	  
	
              Graham
                Rosenberg

            


    

    


    
      
         

      

      
        3