Settlement Agreement and Release - Claude Boulay and Everest

June 11, 2007

This document is a translation.

SETTLEMENT AGREEMENT entered into on the dates and in the places mentioned hereinafter:

BETWEEN:

THE ATTORNEY GENERAL OF CANADA on behalf of Her Majesty the Queen in right of Canada, c/o the Department of Justice Canada, 200 René-Lévesque Blvd West, 5th Floor, City of Montréal, Province of Quebec, H2Z 1X4, herein acting and represented by Mme Micheline Van Errum, his representative, duly authorized to act herein.

(hereinafter called the Government of Canada)

SENSAS (G.E.C.M.) INC., body corporate having its head office at 1080 Beaver Hall Hill, Suite 1100, in the City and District of Montréal, H2Z 1S8

EVEREST ESTRIE PUBLICITÉ (G.E.C.M.) INC., body corporate having its head office at 228 Marquette St., Suite 202, in the City of Sherbrooke, District of Saint-François, J1H 1M3

EVEREST COMMANDITES (G.E.C.M.) INC., body corporate having its head office at 600 De Maisonneuve Blvd West, 27th Floor, in the City and District of Montréal, H3A 3J2

EVEREST PUBLICITÉ PROMOTIONS (G.E.C.M.) INC., body corporate having its head office at 600De Maisonneuve Blvd West, 27th Floor, in the City and District of Montréal, H3A 3J2

GESTION OPÉRATION TIBET INC., body corporate having its head office at 1 Place Ville-Marie, 37th Floor, in the City and District of Montréal, H3B 3P4

(hereinafter collectively called Everest)

AND: CLAUDE BOULAY

WHEREAS SENSAS (G.E.C.M.) INC., EVEREST ESTRIE PUBLICITÉ (G.E.C.M.) INC., EVEREST COMMANDITES (G.E.C.M.) INC., EVEREST PUBLICITÉ PROMOTIONS (G.E.C.M.) INC., and GESTION OPÉRATION TIBET INC., (collectively called "Everest"), are communications agencies that entered into contracts to provide sponsorship and advertising services to the Department of Public Works and Government Services Canada (PWGSC) acting on behalf of the Government of Canada; for the purposes of this Agreement, PWGSC is understood as referring to the Government of Canada;

WHEREAS on March 10, 2005, a civil suit was brought by the Government of Canada against, among others, Everest and Claude Boulay in the matter of sponsorship and advertising contracts and invoices issued by Everest, as appears in docket number 500-17-024768-056 in the records of the Superior Court in the District of Montréal ("Proceedings");

WHEREAS Claude Boulay and Everest are being sued jointly and severally with other co-defendants who are not party to this settlement agreement ("Agreement"), namely Luc Lemay, Malcolm Média Inc. (Expour 2000), Groupe Polygone Éditeurs Inc., Jacques Corriveau, Joseph-Charles Guité, Benoît Renaud and Art Tellier ("Other jointly and severally liable defendants");

WHEREAS on March 9, 2007, Claude Boulay and the Government of Canada participated in a judicial mediation session presided over by the Honourable Gilles Hébert and following the judicial mediation the parties have agreed to the amply described settlement in the Agreement;

WHEREAS following the last amendments dated December 1, 2006, the claim in the Proceedings against Claude Boulay jointly and severally with the Other jointly and severally liable defendants totals $3,582,595.48 ("Joint and several claim"), as appears in the appendix of the Agreement ("Appendix");

WHEREAS the Government of Canada waives joint and several condemnations against Claude Boulay and Everest as part of the Joint and several claim where Everest or Claude Boulay did not directly profit from the sums of money claimed;

WHEREAS the Government of Canada preserves its claims against the Other jointly and severally liable defendants for the sums of money Everest or Claude Boulay did not directly profit from;

WHEREAS by waiving the joint and several condemnations against Claude Boulay and Everest as part of the Joint and several claim, the claim in the Proceedings against Everest and Claude Boulay totals $1,593,979.69 ("Claim on the amounts received"), as appears in the Appendix;

WHEREAS Claude Boulay attests that Everest paid GST on all invoices related to the Joint and several claim;

WHEREAS the parties wish to settle among them the Proceedings according to the terms and conditions set out in this Agreement, which form an indivisible whole, and 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.

THAT HAVING BEEN SAID, FOR GOOD AND VALUABLE CONSIDERATION, THE EXISTENCE AND SUFFICIENCY OF WHICH ARE HEREIN ACKNOWLEDGED, THE PARTIES TO THIS AGREEMENT AGREE TO THE FOLLOWING:

  1. The above preamble and the Appendix are part of this Agreement.
  2. The parties hereto declare to have settled the Proceedings among themselves, each party paying its own costs.
  3. The parties hereto declare to have settled the Claim on the amounts received for the sum of $1,000,000 in capital, interest and additional indemnity and costs.
  4. The Government of Canada acknowledges having received $1,000,000 in full and final settlement of the Claim on the amounts, for which full and final release is given.
  5. Subject to its right to seek an order for recovery in accordance with section 738 Cr.C. in respect of claims that were not the subject of the Proceedings, the Government of Canada releases Everest and Claude Boulay (and any of their respective related persons, related companies, affiliates, predecessors, successors, servants, agents and their current or former officers, directors, employees, servants and agents) 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 Proceedings or in the exhibits filed in support of the Proceedings as well as under, or stemming directly or indirectly from, the sponsorship and advertising contracts that are the subjects of the Proceedings or of any contract, agreement or obligation of any nature whatsoever that may have been entered into by, or exists between, the parties with regard to sponsorship or advertising services, or relating thereto, whether or not they have been the subjects of the Proceedings. The Government of Canada declares that it has signed, contemporaneous with the signing of this Agreement, a Declaration of Settlement Out of Court for the Proceedings, on the basis of each party paying its own costs, the original of which will be entered into the Court record in the very near future.
  6. Everest and Claude Boulay hereby waive and abandon all past, present and future rights, claims, remedies or indemnities of any nature whatsoever that they have, could have, or claim to have against the Government of Canada, with the exception of any refund application that Everest or Boulay could submit to the tax authorities, under, or stemming directly or indirectly from, the sponsorship and advertising contracts that are the subject of the Proceedings or of any contract, agreement or obligation of any nature whatsoever that may have been entered into by, or exists between, the two parties with regard to sponsorship or advertising services, or relating thereto, and Everest and Claude Boulay declare that they have signed, contemporaneous with the signing of this Agreement, a Declaration of Settlement Out of Court for the Proceedings, on the basis of each party paying its own costs, the original of which will be entered into the Court record in the very near future.
  7. In consideration of the signing of this Agreement and the payment of the amount mentioned above, and subject to the exception noted in paragraph 5, the Government of Canada, of the first part, and Everest and Claude Boulay, of the second part, hereby give each other a full and final release, as well as their respective representatives, employees, agents, directors, officers, shareholders, assignees or assigns as concerns all past, present and future rights, claims, remedies or indemnities of any nature whatsoever that they have, could have, or claim to have against the other party or its representatives, employees, agents, directors, officers, shareholders, assignees or assigns under, or stemming directly or indirectly from, the sponsorship and advertising contracts that are the subjects of the Proceedings and any contract, agreement or obligation of any nature whatsoever that may have been entered into by, or exists between, the parties with regard to sponsorship or advertising services, or relating thereto, whether or not they have been the subjects of the Proceedings.
  8. The Government of Canada undertakes not to commence or maintain any action or proceeding against anyone who could be responsible for the amount of $1,593,979.69 as described and divided up in the Appendix under the column "Claim on the amounts received" for which the Government of Canada discharges Claude Boulay and Everest or against anyone who could commence an action against Claude Boulay and Everest as well as any of their respective related persons, related companies, affiliates, predecessors, successors, servants, agents and their current or former officers, directors, employees, servants and agents with respect to that amount.
  9. This Agreement, which is the result of the negotiation session with the Honourable Gilles Hébert, is not confidential, and Everest and Claude Boulay are hereby informed that the Government of Canada intends to make it public by 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.
  10. This Agreement shall be binding on the parties and their respective successors and assigns.
  11. The parties hereby give Fraser Milner Casgrain irrevocable instructions to file in the Court record, as soon as possible following the signing of this Agreement by the parties, the Declaration of Settlement Out of Court for the Proceedings.
  12. Each of the parties acknowledges and declares that they have read and understood the terms and conditions of this Agreement, and that they have sought and obtained legal advice.
  13. Each of the parties hereby declares and guarantees that they have the right, power and authority to enter into this Agreement.
  14. This Agreement constitutes a contract of transaction pursuant to articles 2631 et seq. of the Civil Code of Québec.

MONTRÉAL, this 4 day of June, 2007

THE ATTORNEY GENERAL OF CANADA
Per: [signature of Micheline Van Erum]
Mme Micheline Van Erum

MONTRÉAL, this 28 day of May, 2007
SENSAS (G.E.C.M.) INC.
Per: [signature of Claude Boulay]
Claude Boulay

EVEREST ESTRIE PUBLICITÉ (G.E.C.M.) INC.
Per: [signature of Claude Boulay]
Claude Boulay

EVEREST COMMANDITES (G.E.C.M.) INC.
Per: [signature of Claude Boulay]
Claude Boulay

EVEREST PUBLICITÉ PROMOTIONS (G.E.C.M.) INC.
Per: [signature of Claude Boulay]
Claude Boulay

GESTION OPÉRATION TIBET INC.
Per: [signature of Claude Boulay]
Claude Boulay

Per: [signature of Claude Boulay]
CLAUDE BOULAY

Appendix

Table Summary The appendix below describes two amounts. The first, $3,582,595.48, is the amount claimed by the Government of Canada, on a joint and several basis, from the defendants. The second, $1,593,979.69, is the amount for which the Government of Canada undertakes not to commence or maintain any action or proceeding against anyone who could be responsible for it. The Government of Canada discharges the defendants for the $1,593,979.69.
Joint and several claims, and Claims on the amounts received.
Claim category   Joint and several claim Claim on the amounts received
EV-C   416,277 416,277
EV-E   71,356 71,356
EV-F      
  Salon Grand Air Montréal  
  Sponsorship 450,000    
  Commission 45,000   45,000
  Production 104,960   104,960
  Salon Grand Air Montréal  
  Sponsorship 350,000    
  Commission 42,000   42,000
  Production 58,000    
  Salon Grand Air Montréal  
  Sponsorship 600,000    
  Commission 72,000   72,000
  Production 228,000 1,949,960  
EV-G   129,286 129,286
EV-I(a)   569,706 569,706
EV-I(b)   89,983 89,983
EV-I(c)   356,027 356,027
  $3,582,595.48 $1,593,979.69