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                                                                   Exhibit 10.28

                                                                      12/12/01-2

                                 ACKNOWLEDGMENT

                      RE: SURVIVAL OF LETTER OF COMMITMENT

TO:               THE BANK OF NOVA SCOTIA (THE "BANK")

RE:               LETTER OF COMMITMENT DATED DECEMBER 5, 2001

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                  In consideration of The Bank of Nova Scotia (the "BANK")
entering into arrangements to grant credit facilities to Regal Greetings & Gifts
Corporation (the "BORROWER"), guaranteed by Primes de Luxe Inc. and MDC Regal
Inc (collectively, the "GUARANTOR") pursuant to which it has agreed to provide
various loan facilities in the letter of commitment issued to the Borrower dated
December 5, 2001, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower and Guarantor each
hereby acknowledges, confirms and agrees, as and by way of supplement to the
obligations pursuant to those documents and materials entered into between the
Bank and the Borrower and Guarantor, as applicable, including and particularly
the letter of commitment dated December 5, 2001, as follows:

1.       The terms, conditions and provisions of the letter of commitment dated
         December 5, 2001, other than as the same may be specifically modified,
         amended or superceded by the terms and conditions of any agreement
         entered into between the Bank and the Borrower, in writing and executed
         by each of those two parties, shall survive the closing, by way of
         exchange of documentation of the transaction, whereby the loan
         facilities are initially made available and shall survive each and
         every advance, or the advance and repayment pursuant to the said loan
         facilities and the same shall continue to govern the relationship
         between the Bank, as lender, and the Borrower, as borrower, and
         Guarantor, as guarantor, the same to form an ongoing agreement
         designated as a loan agreement (the "LOAN AGREEMENT").

2.       In the event of any inconsistency between the provisions of the Loan
         Agreement and any security granted pursuant thereto or any other
         document or agreement entered into thereunder, the provisions of the
         Loan Agreement shall govern. In the event of any inconsistency between
         the provisions of the Loan Agreement and this Agreement, the provisions
         of this Agreement shall govern.

         Dated at Toronto this 14th day of December, 2001.

REGAL GREETINGS & GIFTS CORPORATION             PRIMES DE LUXE INC.


Per:                                            Per:
     -----------------------------------            ----------------------------
     Anthony R. Calandra, Vice President            Anthony R. Calandra,
                                                    Vice President


                                                MDC REGAL, INC.


                                                Per:
                                                    ----------------------------
                                                    Anthony R. Calandra,
                                                    Vice President