EXHIBIT
      10.2

    


    AMENDMENT
      NO. 9

     

    AMENDMENT
      NO. 9 dated as of November 3, 2006 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. 9 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:

    


    “Net
      Available Proceeds”
means,
      (a) with respect to any Equity Issuance occurring on or prior to December 30,
      2005, the aggregate amount of all cash received by the Borrowers and their
      Subsidiaries in respect of such Equity Issuance, net of any legal, title and
      recording tax expenses, financial advisory fees, commissions and other fees
      and
      expenses paid or payable by any such Person in connection therewith and (b)
      with
      respect to the Disposition in whole or in part of the Secure Products Business,
      the aggregate amount of all cash received by the Borrowers and their
      Subsidiaries in respect of such Disposition in excess of $12,500,000, net of
      (i)
      any legal, title and recording tax expenses, financial advisory fees,
      commissions and other fees and expenses paid or payable by any such Person
      in
      connection therewith and (ii) any income or other taxes paid or reasonably
      estimated to be payable by any such Person as a result thereof.

     

    “Net
      Worth”
means
      the shareholders’ equity of MDC Partners and its Subsidiaries determined on a
      Consolidated basis in accordance with U.S. GAAP; provided
      that the
      calculation of such Consolidated shareholders’ equity shall be adjusted to
      include an addition for any losses on sale or non-cash impairment charges
      recorded in connection with the Disposition in whole or in part of the Secure
      Products Business not to exceed $21,500,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.03
      Section 8.01 of the Credit Agreement is hereby amended in its entirety to read
      as follows:

     

    “SECTION
      8.01. Total
      Debt Ratio. MDC
      Partners will not permit the Total Debt Ratio as of the last day of any Test
      Period ending on or, as applicable, after the dates set forth below to exceed
      the ratio set forth opposite such Test Period:

     

    
      	
              Test
                Period Ending

            	
              Total
                Debt Ratio

            
	 	 
	
              September
                30, 2006

            	
              2.90
                to 1.00

            
	 	 
	
              December
                31, 2006

            	
              3.25
                to 1.00 

            
	 	 
	
              March
                31, 2007

            	
              3.00
                to 1.00 

            
	 	 
	
              June
                30, 2007

            	
              2.75
                to 1.00”

            


    

    


    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. 9 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. 9 executed by the Obligors and the Required
      Lenders and (b) the payment of an amendment fee to the U.S. Administrative
      Agent
      for the account of each Lender that has approved this Amendment No. 9 on or
      before 12:00 noon, New York City time, on November 3, 2006, such amendment
      fee
      to be in an amount equal to 0.10% of the Commitment of such Lender.

    


    Section
      6. Miscellaneous.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 9 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. 9 by
      signing any such counterpart. This Amendment No. 9 shall be governed by, and
      construed in accordance with, the law of the State of New York.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to be
      duly
      executed and delivered as of the day and year first above written.

    


    


    
      	 	
              MDC
                PARTNERS INC.

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	 
	 	
              MAXXCOM
                INC., an Ontario corporation

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	 
	 	
              MAXXCOM
                INC., a Delaware corporation

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:
                Authorized Signatory

            


    

    


    
      
        
        

      

      
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      	 	Agreed as set forth in Section 4
              above:
	 	 
	 	GUARANTORS


    

     

     

    
      	
              Signed
                sealed and delivered by the attorney of Placard
                Pty Ltd
                ACN 074 646 343 under power of attorney and who has received no notice
                of
                the revocation of the power, in the presence of:

            	 
	 	 
	_______________________	_______________________
	
              Signature
                of witness

            	Signature
              of attorney
	 	 
	
              Name
                of witness: Ray Forzley

            	
              Name
                of attorney: Walter Campbell

            


    

    


    
      
        
        

      

      
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          4 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1208075
                ONTARIO LIMITED

              1220777
                ONTARIO LIMITED

              1385544
                ONTARIO LIMITED

              2026646
                ONTARIO LIMITED

              656712
                ONTARIO LIMITED 

              AMBROSE
                CARR LINTON CARROLL INC.

              ASHTON
                POTTER CANADA INC.

              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.

                METACA
                  CORPORATION

                STUDIOTYPE
                  INC.

                TREE
                  CITY INC

              

            


    

    
       

    

    
      	 	
              By:
                ________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	 
	 	
              By:
                ________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                Authorized Signatory

            


    

     

    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ACCENT
                ACQUISITION CO.

            
	 	
              ACCENT
                INTERNATIONAL, INC.

            
	 	
              ACCENT
                MARKETING SERVICES, L.L.C.

            
	 	
              ASHTON-POTTER
                (USA) LTD.

            
	 	
              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
                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:
                ________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	 
	 	
              By:
                ________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                Authorized Signatory

            


    

     

     

    
      
        
        

      

      
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          6 -

        
          

        

      

      
        
        

      

    

     

    
      	 	LENDERS
	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:________________________________
	 	Name:
	 	Title:
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A., TORONTO
              
	 	BRANCH
	 	 
	 	By:________________________________
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
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          7 -

        
          

        

      

      
        
        

      

    

     

    
      	 	BANK OF MONTREAL (CHICAGO
              BRANCH)
	 	 
	 	 
	 	By:________________________________
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	BANK OF MONTREAL
	 	 
	 	By:________________________________
	 	Name:
	 	Title:


    

    


    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    


    


    
      	 	
              THE
                BANK OF NOVA SCOTIA, by its Atlanta Agency

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              THE
                BANK OF NOVA SCOTIA

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

     

    
      
        
        

      

      
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          9 -

        
          

        

      

      
        
        

      

    

    


    
      	 	
              TORONTO
                DOMINION (TEXAS) INC.

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              THE
                TORONTO-DOMINION BANK

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 


    

     

    
      
        
        

      

      
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          10
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              CIBC
                INC.

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              CANADIAN
                IMPERIAL BANK OF COMMERCE

            
	 	 
	 	 
	 	
              By:________________________________

            
	 	
              Name

            
	 	
              Title:

            
	 	 
	 	
              By:________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
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