Benoit Renaud and Communication Art Tellier Inc.

October 7, 2009

TRANSACTION AGREEMENT AND RELEASE

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 his duly authorized representative, Micheline Van Erum.

(hereinafter "the Government of Canada")

AND:
COMMUNICATION ART TELLIER INC., legal person having its head office at 7769 Tellier Street, Montréal, Quebec, H1L 2Z5.

(hereinafter "Art Tellier")

AND:
BENOIT RENAUD

WHEREAS Art Tellier, a specialised advertising agency, acted as a sub-contractor of certain communication agencies, among others Groupe Everest and Groupaction Gosselin, that conducted business with Public Works and Government Services Canada, acting for the Government of Canada;

WHEREAS on March 10, 2005, the Government of Canada instituted civil proceedings against a certain number of communication agencies under file no 500-17-024768-056 ("the Proceedings"), which Proceedings were amended on several occasions, and Art Tellier and Benoit Renaud are defendants therein;

WHEREAS by means of those Proceedings, the Government of Canada seeks a joint and several condemnation against Art Tellier, Benoit Renaud and Charles Guité in the amount of $302,615, excluding GST;

WHEREAS by means of those Proceedings, the Government of Canada seeks a joint and several condemnation against Art Tellier, Benoit Renaud and Gilles André Gosselin in the amount of $35,210, excluding GST;

WHEREAS by counterclaim, Art Tellier and Benoit Renaud claim $1,500,000 in damages from the Attorney General of Canada;

WHEREAS the Government of Canada acknowledges having indirectly and directly received all of the goods provided by Art Tellier;

WHEREAS the Attorney General of Canada also acknowledges that all of the goods provided by Art Tellier were quality goods which met the Government of Canada's specifications to that effect to its complete satisfaction;

WHEREAS Art Tellier and the Attorney General of Canada do not agree on the calculation method used for certain commissions invoiced by Art Tellier and that, according to one of the calculation methods used by the Government, $50,000 was invoiced for commissions indirectly re-invoiced to the Government of Canada by third parties, which the Government does not accept;

WHEREAS the Government of Canada, Art Tellier and Benoit Renaud wish to settle as between themselves the Proceedings with respect to the claims against Art Tellier and Benoit Renaud and against the Attorney General of Canada according to the terms and conditions set out in this Agreement, which form an indivisible whole, the parties hereby acknowledging that this Transaction Agreement is entered into to avoid the costs and inconvenience of litigation;

THE PARTIES AGREE TO THE FOLLOWING:

  1. The above preamble is a part of this Agreement.
  2. The parties hereto declare to have settled the Proceedings as between themselves, each party bearing its costs, for the amount of $50,000 in capital, interest, additional indemnity and costs, payable by Art Tellier to the Government of Canada.
  3. The Government of Canada acknowledges having received the amount of $50,000 in full and final settlement of the claim on the amounts received, for which full and final release is given.
  4. Art Tellier and Benoit Renaud waive any past, present or future claims against the Government of Canada arising from the facts described in the Proceedings and in any proceedings related thereto.
  5. In consideration of the signing of this Agreement and the payment of the amount mentioned above, the Government of Canada, and Art Tellier and Benoit Renaud, hereby give full and final release to each other and to 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 kind 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 subject of the Proceedings and any contract, agreement or obligation of any kind whatsoever that may have been entered into by, or exists between, the parties directly or indirectly with regard to sponsorship or advertising services, or relating thereto, whether or not they have been the subject of the Proceedings.
  6. The Government of Canada agrees to not institute or continue any action or proceedings against anyone who could be liable for the total amount of $337,826 ($361,474 including GST) claimed from Art Tellier and Benoit Renaud.
  7. This Agreement is not confidential, and Art Tellier and Benoit Renaud are hereby informed that the Government of Canada intends to make it public by posting it on the government Web site. However, all communications between the parties and their legal counsel and representatives, including all documents and information leading to the conclusion of this Agreement, remain privileged and confidential and shall not be disclosed unless the parties agree otherwise, or by order of a court with jurisdiction to compel the production of the information.
  8. This Agreement shall be binding on the parties and their respective successors and assigns.
  9. The parties hereby give their counsel irrevocable instructions to file a declaration of out-of-court settlement for the Proceedings in the Court record as soon as possible following the signing of this Agreement by the parties.
  10. The parties hereby acknowledge and declare that they have read and understood the terms and conditions of this Agreement, and that they have sought and obtained legal advice.
  11. The parties hereby declare and guarantee that they have the right, power and authority to enter into this Agreement.
  12. This Agreement is a transaction within the meaning of articles 2631 et seq. of the Civil Code of Québec, to which the parties have freely consented without promise, representation or intimidation of any kind.

[handwritten:] October 7
MONTREAL, [struck out by hand:] September 2009

THE ATTORNEY GENERAL OF CANADA

Per: [signature Me Francisco Couto]
[struck out by hand:] Micheline Van Erum
[handwritten:] Francisco Couto

MONTREAL, September 29, 2009

COMMUNICATION ART TELLIER INC.

Per: [signature of Benoit Renaud]
Benoit Renaud

Benoit Renaud
BENOIT RENAUD