Exhibit 10.1.1

    

      FIRST
AMENDMENT

      TO
CREDIT AGREEMENT

       

      THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of March 19, 2010, by and among the Lenders party hereto, WELLS
FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a
Delaware limited liability company, as the agent for the Lenders (in such
capacity, "Agent"), MDC PARTNERS
INC., a Canadian corporation ("Parent"), MAXXCOM
INC., a Delaware
corporation ("Borrower"), and each
of the Subsidiaries of Parent identified on the signature pages hereof (together
with Parent and Borrower, the "Loan
Parties").

       

      WHEREAS,
Parent, Borrower, the other Loan Parties, Agent, and Lenders are parties to that
certain Credit Agreement dated as of October 23, 2009 (as amended, modified or
supplemented from time to time, the "Credit
Agreement");

       

      WHEREAS,
Borrower, Agent and Lenders have agreed to amend the Credit Agreement in certain
respects, subject to the terms and conditions contained herein.

       

      NOW
THEREFORE, in consideration of the premises and mutual agreements herein
contained, the parties hereto agree as follows:

       

      1.           Defined
Terms.  Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Credit
Agreement.

       

      2.           Amendments to Credit
Agreement.  Subject to the satisfaction of the conditions set
forth in Section
4 below and in reliance upon the representations and warranties of
Borrower set forth in Section 5 below, the
Credit Agreement is amended as follows:

       

      (A)        Clause
(ii) of Section 2.4(e) of the Credit Agreement is hereby amended and restated in
its entirety as follows:

       

      "(ii)       In
the event any Loan Party desires to make any payment in respect of Earn-outs and
(x) a Default or Event of Default then exists or would otherwise arise as a
result thereof or (y) after giving effect to such Restricted Junior Payment,
Excess Availability would be less than $15,000,000, Borrower agrees to prepay
the Obligations in full and terminate the Revolver Commitments prior to making
such payment."

       

      (B)         Section
5.17(k) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

       

      "(k)       In
the event any Loan Party desires to make any payment, or series of payments in a
fiscal quarter, in respect of Earn-outs that exceeds $5,000,000, Borrower shall
provide at least 15 days prior written notice thereof to Agent."

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (C)         Clause
(e) of Section 6.9 of the Credit Agreement is hereby amended and restated in its
entirety as follows:

       

      "(e)       any
Loan Party may make payments in respect of Earn-outs, and"

       

      (D)        Clause
(b) of the defined term "Permitted Acquisition" in Schedule 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

       

      "(b)       no
Indebtedness will be incurred, assumed, or would exist with respect to Parent or
any Subsidiary of Parent as a result of such Acquisition (other than (i)
Earn-outs pursuant to the terms of the definitive documentation for such
Acquisition and (ii) Acquired Indebtedness), and no Liens will be incurred,
assumed, or would exist with respect to the assets of Parent or any Subsidiary
of Parent as a result of such Acquisition other than Permitted
Liens,"

       

      (E)         Clause
(j) of the defined term "Permitted Disposition" in Schedule 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as
follows:

       

      "(j)        (i)
the sale or issuance of Stock (other than Prohibited Stock) of Parent or (ii)
the sale or issuance of Stock (other than Prohibited Stock) of any other Loan
Party to current or former employees, officers, and directors of Parent or any
of its Subsidiaries, their respective estates, spouses or former spouses; provided, that the
aggregate value of Stock sold or issued pursuant to this clause (ii) shall not
exceed $1,000,000 in any fiscal year,"

       

      3.           Ratification; Other
Agreements.  This Amendment, subject to satisfaction of the
conditions provided below, shall constitute an amendment to the Credit Agreement
and all of the Loan Documents as appropriate to express the agreements contained
herein.  In all other respects, the Credit Agreement and the Loan
Documents shall remain unchanged and in full force and effect in accordance with
their original terms.

       

      4.           Conditions to
Effectiveness.  This Amendment shall become effective as of the
date hereof and upon the satisfaction of the following conditions
precedent:

       

      (a)         Agent
shall have received a fully executed copy of this Amendment; and

       

      (b)         No
Default or Event of Default shall have occurred and be continuing on the date
hereof or as of the date of the effectiveness of this Amendment.

       

      5.           Representations and
Warranties.  In order to induce Agent and Lenders to enter into
this Amendment, each Loan Party hereby represents and warrants to Agent and
Lenders, after giving effect to this Amendment:

       

      (a)         All
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date of this Amendment, in
each case as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such representations
and warranties were true and correct on and as of such earlier
date);

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)         No
Default or Event of Default has occurred and is continuing; and

       

      (c)         the
execution, delivery and performance of this Amendment has been duly authorized
by all requisite corporate action on the part of such Loan Party.

       

      6.           Miscellaneous.

       

      (a)      
   Expenses.  Borrower
agrees to pay on demand all costs and expenses of Agent (including the
reasonable fees and expenses of outside counsel for Agent) in connection with
the preparation, negotiation, execution, delivery and administration of this
Amendment and all other instruments or documents provided for herein or
delivered or to be delivered hereunder or in connection herewith.  All
obligations provided herein shall survive any termination of this Amendment and
the Credit Agreement as amended hereby.

       

      (b)         Governing
Law.  This Amendment shall be a contract made under and
governed by the internal laws of the State of New York.

       

      (c)         Counterparts.  This
Amendment may be executed in any number of counterparts, and by the parties
hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
Amendment.

       

      7.           Release.

       

      (a)   
      In consideration of the agreements of Agent
and Lenders contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each Loan Party, on
behalf of itself and its successors, assigns, and other legal representatives,
hereby absolutely, unconditionally and irrevocably releases, remises and forever
discharges Agent and Lenders, and their successors and assigns, and their
present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other
representatives (Agent, each Lender and all such other Persons being hereinafter
referred to collectively as the "Releasees" and
individually as a "Releasee"), of and
from all demands, actions, causes of action, suits, covenants, contracts,
controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of
set-off, demands and liabilities whatsoever (individually, a "Claim" and
collectively, "Claims") of every
name and nature, known or unknown, suspected or unsuspected, both at law and in
equity, which such Loan Party or any of its respective successors, assigns, or
other legal representatives may now or hereafter own, hold, have or claim to
have against the Releasees or any of them for, upon, or by reason of any
circumstance, action, cause or thing whatsoever which arises at any time on or
prior to the day and date of this Amendment, including, without limitation, for
or on account of, or in relation to, or in any way in connection with any of the
Credit Agreement, or any of the other Loan Documents or transactions thereunder
or related thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)         Each
Loan Party understands, acknowledges and agrees that the release set forth above
may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such
release.

       

      (c)         Each
Loan Party agrees that no fact, event, circumstance, evidence or transaction
which could now be asserted or which may hereafter be discovered shall affect in
any manner the final, absolute and unconditional nature of the release set forth
above.

       

      [Signature
Page Follows]

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized and delivered as of the date
first above written.

       

      
        
          
            
              	
                      MDC
      PARTNERS INC., a federal company

                    
	
                      organized
      under the laws of Canada

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name: Robert
      E. Dickson

                    
	
                      Title:   Managing
      Director

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name: Glenn
      Gibson

                    
	
                      Title:   Senior
      Vice President

                    


            

          

        

      

      


      
        
          
            	
                    MAXXCOM
      INC.,

                  
	
                    a
      Delaware corporation

                  
	 
      
	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                     
      Authorized Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                     
      Authorized Signatory

                  


          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                ACCENT
      MARKETING SERVICES, L.L.C.,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                ADRENALINA
      LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                ATTENTION
      PARTNERS LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                BRUCE
      MAU DESIGN (USA) LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                COLLE
      & MCVOY LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                COLLE
      & MCVOY, INC.,

              
	 
      	
                a
      Minnesota corporation

              
	 
      	 
      
	 
      	
                COMPANY
      C COMMUNICATIONS, INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                COMPANY
      C COMMUNCATIONS LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                CPB
      ACQUISITION INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                CRISPIN
      PORTER & BOGUSKY LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                DOTGLU
      LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                FLETCHER
      MARTIN LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                HELLO
      ACQUISITION INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                HL
      GROUP PARTNERS LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                HW
      ACQUISITION LLC,

              
	 
      	
                a
      Delaware limited liability company

              


      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                KBP
      HOLDINGS LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                KIRSHENBAUM
      BOND & PARTNERS LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                KIRSHENBAUM
      BOND & PARTNERS WEST LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                MARGEOTES
      FERTITTA POWELL LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                MAXXCOM
      (USA) FINANCE COMPANY,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MAXXCOM
      (USA) HOLDINGS INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MDC
      ACQUISITION INC.,

              
	 
      	
                a
      Delaware Corporation

              
	 
      	 
      
	 
      	
                MDC
      CORPORATE (US) INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MDC
      TRAVEL, INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MDC/KBP
      ACQUISITION INC.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MF+P
      ACQUISITION CO.,

              
	 
      	
                a
      Delaware corporation

              
	 
      	 
      
	 
      	
                MONO
      ADVERTISING, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                NORTHSTAR
      RESEARCH GP LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                NORTHSTAR
      RESEARCH HOLDINGS USA LP,

              
	 
      	
                a
      Delaware limited partnership

              
	 
      	 
      
	 
      	
                NORTHSTAR
      RESEARCH PARTNERS (USA) LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                REDSCOUT
      LLC,

              
	 
      	
                a
      Delaware limited liability company

              


      

       

      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	 	
                  SKINNY
      NYC LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  SOURCE
      MARKETING LLC,

                
	 	
                  a
      New York limited liability company

                
	 	 
      
	 	
                  TARGETCOM
      LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  TC
      ACQUISITION INC.,

                
	 	
                  a
      Delaware corporation

                
	 	 
      
	 	
                  TRACK
      21 LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  TRAFFIC
      GENERATORS, LLC,

                
	 	
                  a
      Georgia limited liability company

                
	 	 
      
	 	
                  TREND
      CORE, LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  VITROROBERTSON
      LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  YAMAMOTO
      MOSS MACKENZIE, INC.,

                
	 	
                  a
      Delaware corporation

                
	 	 
      
	 	
                  ZG
      ACQUISITION INC.,

                
	 	
                  a
      Delaware corporation

                
	 	 
      
	 	
                  ZIG
      (USA) LLC,

                
	 	
                  a
      Delaware limited liability company

                
	 	 
      
	 	
                  ZYMAN
      GROUP, LLC,

                
	 	
                  a
      Delaware limited liability
company

                


        

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

       

      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    HELLO
      DESIGN, LLC,

                  
	
                    a
      California limited liability company

                  
	 
      	 
      
	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      Lai
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            
              
                	
                        ASHTON
      POTTER CANADA INC.,

                      
	
                        an
      Ontario corporation

                      
	 
      
	
                        By:

                      	
                        /s/
      

                      
	
                        Name:
      Mitchell Gendel

                      
	
                        Title:   Authorized
      Signatory

                      
	 
      
	
                        By:

                      	
                        /s/
      

                      
	
                        Name:
      David B. Doft

                      
	
                        Title:   Authorized
      Signatory

                      


              

            

          

        

      

      


      
        
          
            
              	
                      MAXXCOM
      INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              	
                      HENDERSON
      BAS, an Ontario general partnership,
by the members of its management
      committee

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      COMPUTER
      COMPOSITION OF CANADA INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      BRUCE
      MAU DESIGN INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      BRUCE
      MAU HOLDINGS LTD.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:    Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      ALLARD
      JOHNSON COMMUNICATIONS INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      TREE
      CITY INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      VERITAS
      COMMUNICATIONS INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      656712
      ONTARIO LIMITED,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      NORTHSTAR
      RESEARCH HOLDINGS CANADA

                      INC.,
      an Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      NORTHSTAR
      RESEARCH PARTNERS INC.,

                    
	
                      an
      Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      X
      CONNECTIONS INC., an Ontario corporation

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      STUDIO
      PICA INC., a federal company organized

                      under
      the laws of Canada

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      Mitchell Gendel

                    
	
                      Title:   Authorized
      Signatory

                    
	 
      
	
                      By:

                    	
                      /s/
      

                    
	
                      Name:
      David B. Doft

                    
	
                      Title:   Authorized
      Signatory

                    


            

          

        

      

      


      
        
          
            
              	
                      ZIG
      INC., an Ontario corporation

                    
	 
      
	
                      By:

                    	
                      
                        /s/
      

                      

                    


            

          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            
              	
                      By:

                    	
                      
                        /s/
      

                      

                    


            

          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    ACCUMARK
      COMMUNICATIONS INC.,

                  
	
                    an
      Ontario corporation

                  
	 
      
	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    MAXXCOM
      (NOVA SCOTIA) CORP.,

                  
	
                    a
      Nova Scotia corporation

                  
	 
      
	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    BRYAN
      MILLS IRADESSO CORP.,

                  
	
                    an
      Ontario corporation

                  
	 
      
	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	Mitchell
      Gendel
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      
        
          
            	
                    By:

                  	
                    
                      /s/
      

                    

                  


          

        

      

      
        
          
            	
                    Name:  

                  	David
      B. Doft
	
                    Title:

                  	
                    Authorized
      Signatory

                  


          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              COMMUNIFX
      PARTNERS LLC,

                            
	
                              a
      Delaware limited liability company

                            
	 
      
	
                              By:

                            	
                              
                                /s/
      

                              

                            
	
                              Name:

                            	David
      B. Doft
	
                              Title:

                            	
                              Authorized
      Signatory

                            
	 
      
	
                              By:

                            	
                              
                                /s/
      

                              

                            
	
                              Name:

                            	Mitchell
      Gendel
	
                              Title:

                            	
                              Authorized
      Signatory

                            


                    

                  

                

              

            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          TEAM HOLDINGS
      LLC,

                                        
	
                                          a
      Delaware limited liability company

                                        
	 
      
	
                                          By:

                                        	
                                          /s/
      

                                        
	
                                          Name:

                                        	Mitchell
      Gendel
	
                                          Title:

                                        	
                                          Authorized
      Signatory

                                        
	 
      
	
                                          NEW TEAM
      LLC,

                                        
	
                                          a
      Delaware limited liability company

                                        
	 
      
	
                                          By:

                                        	
                                          /s/
      

                                        
	
                                          Name:

                                        	David
      B. Doft
	
                                          Title:

                                        	
                                          Authorized
      Signatory

                                        
	 
      
	
                                          OUTERACTIVE,
      LLC,

                                        
	
                                          a
      Delaware limited liability company

                                        
	 
      
	
                                          By:

                                        	
                                          /s/
      

                                        
	
                                          Name:

                                        	Mitchell
      Gendel
	
                                          Title:

                                        	
                                          Authorized
      Signatory

                                        
	 
      
	
                                          PULSE MARKETING,
      LLC,

                                        
	
                                          a
      Delaware limited liability company

                                        
	 
      
	
                                          By:

                                        	
                                          /s/
      

                                        
	
                                          Name:

                                        	David
      B. Doft
	
                                          Title:

                                        	
                                          Authorized
      Signatory

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Signature
Pages to First Amendment to Credit Agreement

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      WELLS
      FARGO CAPITAL FINANCE, LLC,
formerly known as Wells Fargo Foothill,
      LLC,

                    
	
                      a
      Delaware limited liability company, as Agent and

                      as
      a Lender

                    
	 
      
	
                      By:

                    	/s/
      
	
                      Title:

                    	Senior
      Vice President


            

          

        

      

       
Signature Pages to
First Amendment to Credit Agreement