AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT


    


    AMENDMENT
      NO. 1
      dated
      November 20, 2007 (“Amendment”),
      to
      the EMPLOYMENT
      AGREEMENT
      made as
      of June 26, 2002 (the “Employment
      Agreement”),
      by
      and between
      MDC PARTNERS INC.,
      a
      Canadian corporation (as assignee and successor-in-interest to Maxxcom Inc.,
      the
“Company”),
      and
ROBERT
      DICKSON
      (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. All references in the
      Employment Agreement to “Maxxcom” shall be deemed to refer to the
      Company.

     

    2. The
      “Position”
section
      of the Employment Agreement is hereby amended such that Executive’s title is
“Managing Director, reporting to the CEO of the Company.”

     

    3. The
      “Base
      Salary”
section
      of the Employment Agreement is hereby amended to reflect a base salary for
      the
      Executive equal to Cdn $450,000 per annum.

     

    4. The
      “Bonus”
section
      of the Employment Agreement is hereby amended and restated in its entirety
      as
      follows:

     

    “During
      the term of Executive’s employment by the Company, 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 CEO and the Company’s Human
      Resources and Compensation Committee, which criteria shall include the
      Executive’s performance, the overall financial performance of the Company and
      such other factors as the CEO and the Human Resources & Compensation
      Committee shall deem reasonable and appropriate (the “Annual
      Discretionary Bonus”).

     

    If
      Executive’s employment is terminated for any reason other than cause (or
      voluntary resignation by the Executive), Executive will be entitled to the
      Annual Discretionary Bonus for the previous year if unpaid and a pro rata Annual
      Discretionary Bonus for the current year to the date of
      termination.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. The
      “Change
      of Control”
section
      of the Employment Agreement is hereby amended by deleting subclauses (i), (ii)
      and (iii) of the first paragraph thereof; deleting the clauses defining a
“Change of Control”; and adding the following new subclauses (i), (ii) and (iii)
      to such section: 

     

    “(i)
      an
      amount equal to 1.5 multiplied by the sum of (1) the Executive’s Perquisite
      Allowance, plus (2) the highest Annual Discretionary Bonus earned by the
      Executive in the three (3) years ending December 31 of the year immediately
      preceding the date of termination. For the avoidance of doubt, the Executive’s
      Annual Discretionary Bonus in respect of calendar year 2006 was equal to Cdn
      $460,000; 

     

    (ii)
      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 service with the Company, including any requirements for
      performance-based vesting relating to Company business or financial performance
      (but not individual performance following the date hereof); and

     

    (iii)
      as
      used in this Employment Agreement, a “Change
      of Control”
shall
      be limited to the closing of a transaction which results in (i) any person(s)
      or
      company(ies) acting jointly or in concert owning, directly or indirectly, equity
      of the Company representing greater than 50% of the voting power of the
      Company's outstanding securities, or (ii) the Company selling all or
      substantially all of its assets (in each instance other than any transfer by
      the
      Company or any of its affiliates of their respective interest in the Company
      to
      another wholly-owned subsidiary of another MDC Partners Inc. company).
” 

     

    6. The
      “Car
      Allowance”
section
      is hereby amended to reflect an annual car and perquisite allowance equal to
      Cdn$20,000 per annum (the “Perquisite Allowance”).

     

    7. The
      “Severance”
section
      of the Employment Agreement is hereby amended by deleting subclauses (i), (ii)
      and (iii) thereof, and adding the following new subclauses (i) and (ii) to
      such
      section: 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “(i)
      an
      amount equal to 1.5 multiplied by the sum of (1) the Executive’s Perquisite
      Allowance, plus (2) the highest Annual Discretionary Bonus earned by the
      Executive in the three (3) years ending December 31 of the year immediately
      preceding the date of termination. For the avoidance of doubt, the Executive’s
      Annual Discretionary Bonus in respect of calendar year 2006 was equal to Cdn
      $460,000; and

     

    (ii)
      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 service with the Company, including any requirements for
      performance-based vesting relating to Company business or financial performance
      (but not individual performance following the date hereof).” 

     

    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.

    


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    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:

              
	 	 	 
	 	 	 
	 	
                Robert
                  Dickson

              


      

    

     

    
      
        
        

      

      
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