Settlement Agreement and Release - Draft Inc. and Media I.D.A. Vision Inc.

Signed September 7, 2006

This document is a translation.

BETWEEN:

DRAFTWORLDWIDE INC., a Delaware corporation, having its head office located at 633 N. St. Clair Street, Chicago, Illinois, U.S.A., 60611

DRAFTWORLDWIDE CANADA INC., an Ontario corporation, having its head office located at 2200 Yonge Street, Suite 1500, Toronto, Ontario, M4S 2C6

DRAFTWORLDWIDE QUEBEC INC., a Canadian corporation, having its head office located at 1080 Beaver Hall Hill, Suite 1100, Montreal, Quebec, H3A 3J2

MEDIA I.D.A. VISION INC., a Canadian corporation, having its head office located at 1080 Beaver Hall Hill, Suite 1100, Montreal, province of Quebec, H2Z 1S8

-and-

THE ATTORNEY GENERAL OF CANADA, on behalf of Her Majesty in right of Canada, 200 blvd. René-Lévesque West, East Tower, 5^th Floor, Montreal, province of Quebec, H2Z 1X4

WHEREAS DraftWorldwide Inc. is an international marketing service agency with more then fifty-seven (57) offices in thirty (30) different countries;

WHEREAS DraftWorldwide Canada Inc. is a wholly owned subsidiary of DraftWorldwide Inc.;

WHEREAS DraftWorldwide Québec Inc. is a wholly owned subsidiary of DraftWorldwide Canada, Inc. (these three related companies and their affiliates, predecessors, directors, officers, current and former employees, servants and agents and their respective heirs, executors, administrators, successors and assigns, are referred to herein as "Draft");

WHEREAS Media I.D.A. Vision Inc. ("Media I.D.A. Vision") is a wholly owned subsidiary of DraftWorldwide Quebec Inc.;

WHEREAS the Government of Canada initiated proceedings against Draft, and Media I.D.A. Vision Inc. as a result of the so-called Sponsorship Scandal (Superior Court of Quebec no. 500-17-024768-056, hereinafter referred to as the "Government of Canada's Lawsuit");

WHEREAS as of this day, the Government of Canada is claiming an amount of $987,995.00 from both Draft and Media I.D.A. Vision;

WHEREAS Draft and Media I.D.A. Vision, or their predecessors, acted as an agency of record and/or service providers for the Government of Canada;

WHEREAS Media I.D.A. Vision holds in trust an amount of $234,756.49 on behalf of the Government of Canada;

WHEREAS Draft and Media I.D.A. Vision are claiming an amount of $1,739,317.80 (which is referenced in a letter dated September 15, 2005 to which are attached invoices totaling such amount) for services rendered to the Government of Canada (hereinafter referred to as "Draft's Claim");

WHEREAS the parties wish to settle part of their disputes and prevent any future contestation;

THE PARTIES AGREE AS FOLLOW:

The Government of Canada's Lawsuit

The Government of Canada agrees and undertakes to discontinue its claim of $987,995.00 against Media I.D.A. Vision and Draft in the course of the Government of Canada's Lawsuit;
The Government of Canada hereby releases Draft and Media I.D.A. Vision (and any of their respective related companies, affiliates, predecessors, successors, servants, agents and their current or former officers, directors, employees, servants and agents, with the exception of Mr. Claude Boulay) from any and all actions, judicial proceedings, suits, claims, demands, debts, dues, whether expressed or implied, and for damages, indemnity, costs, interest, loss of every nature and kind whatsoever and howsoever arising which the Government of Canada may have had, may now have or may in the future have for or by reason of any cause, matter or thing whatsoever existing, in any way connected, directly or indirectly, with the issues referred to in the Government of Canada's Lawsuit or in the exhibits filed in support thereof;
The Government of Canada further agrees and undertakes not to make any claim or to commence or maintain any action or proceeding against any other person or corporation which may be responsible in fact or in law for the payment of the amount referenced in paragraph 1 for which the Government of Canada is releasing Draft and Media I.D.A. Vision or against any other person or corporation who could make a claim against Draft and/or Media I.D.A. Vision for that amount;
However, the Government of Canada will not hold harmless nor assume Draft and/or Media I.D.A.'s defense if any defendants in the Government of Canada's Lawsuit file an action in warranty or involve Draft and/or Media I.D.A. in any way in the Government of Canada's Lawsuit;
Furthermore, this release does not apply to the Government of Canada's Lawsuit against Everest Commandites (G.E.C.M.) Inc., Everest Relations Publiques (G.E.C.M.) Inc., Sensas (G.E.C.M.) Inc., Everest Estrie Publicité (G.E.C.M.) Inc., and Everest Publicité Promotions (G.E.C.M.) Inc.;
Draft's Claim
Draft and Media I.D.A. Vision do hereby renounce to Draft's Claim for $1,739,317.80 against the Government of Canada;
Draft and Media I.D.A. Vision do hereby release and forever discharge the Government of Canada, together with its current or former employees, servants and agents and their respective successors and assigns or any other person for whom they may be responsible in fact or in law, from any and all actions, judicial proceedings, suits, claims, demands, debts, dues, accounts, bonds, contracts and covenants, whether express or implied, and for damages, indemnity, costs, interest, loss or injury of every nature and kind whatsoever and howsoever arising which Draft or Media I.D.A. Vision may have had, may now have or may in the future have for or by reason of any cause, matter or thing whatsoever existing, or in any way connected, directly or indirectly, with the matters giving rise to Draft's Claim;
Payments by Draft
Draft and Media I.D.A. Vision hereby agree to remit to the Government of Canada the amount of $234,756.49 that Media I.D.A. Vision holds in trust on the Government of Canada's behalf;
Draft and Media I.D.A. Vision Inc. hereby agree to pay an amount of $136,090.63 to Sympatico Portal Division of Bell Canada ("Bell"), pursuant to Bell's invoices no. 24220, 24221, 24343, 24025, 24222 and 24026;
Draft and Media I.D.A. Vision and the Government of Canada, will obtain from Bell a full and final release for any and all claims relating to the aforementioned invoices;
Varia
The parties acknowledge that before signing this Agreement and Release, they have been afforded the opportunity to, and did in fact, seek independent legal advice and declare themselves satisfied that this transaction is just and reasonable and that they are signing same freely and voluntarily, without constraint, and for just consideration;
The parties hereby renounce to later seek the annulment of the present Agreement and Release for any cause whatsoever including errors of facts or law, and they acknowledge that the present Agreement and Release covers any and all possible grounds of damages, known or unknown at the present time;
The parties hereby acknowledge that the present Agreement and Release is completed without prejudice and without any admission of liability, and only with a view to avoiding the costs and inconvenience of litigation;
This Agreement is not confidential and Draft and Media I.D.A. Vision are hereby informed that the Government of Canada intends to make it public by, in particular and not exclusively, posting it on the government Internet site. However, communications between the parties and their solicitors and representatives, including all documents and information leading to the conclusion of this Agreement, remain privileged and confidential, and shall not be disclosed by anyone of the parties hereto, unless the parties have agreed to its release, a party is ordered to do so by a court with jurisdiction to compel the production of the information or a party is strictly authorized to disclose such information under the Privacy Act, the Access to Information Act or other applicable statutes.
The present Agreement and Release constitutes a transaction pursuant to the provisions of Articles 2631 and following of the Civil Code of Québec.

DRAFTWORLDWIDE INC.

Signed at, this of, 2006

By:

DRAFTWORLDWIDE CANADA INC.

Signed at, this of, 2006

By:

DRAFTWORLDWIDE QUEBEC INC.

Signed at, this of, 2006

By:

MEDIA I.D.A. VISION INC.

Signed at, this of, 2006

By:

ATTORNEY GENERAL OF CANADA

Signed at, this of, 2006

By: