EOS INTERNATIONAL INC
EX-10.62
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>13
<FILENAME>a2075142zex-10_62.txt
<DESCRIPTION>EX-10.62
<TEXT>
<Page>

                                                                   EXHIBIT 10.62

             THIS ASSIGNMENT is dated the 14th day of December 2001.

BETWEEN:

                                    REGAL GREETINGS & GIFTS CORPORATION, a
                                    corporation incorporated under the laws of
                                    Canada and having an office at 939 Eglinton
                                    Avenue East, Toronto, Ontario, M4G 2L6.

                                    (the "Assignor")

                                                              OF THE FIRST PART;

                                                 -and-

                                    THE BANK OF NOVA SCOTIA, a corporation
                                    incorporated under the laws of Canada and
                                    having an office at 44 King Street West,
                                    Toronto, Ontario, M5H 1H1

                                    ("the "Bank")

                                                             OF THE SECOND PART.

WHEREAS:

A.     The Assignor has, is or is about to become indebted to the Bank (the
       "Loan") pursuant to an Offer of Finance dated December 5, 2001, as
       amended (the "Commitment Letter");

B.     The Assignor has agreed to grant or has granted to the Bank security for
       the Loan, pursuant to the Commitment Letter, including INTER ALIA, a
       security interest in all of its present and after acquired personal
       property pursuant to a general security agreement (the "Security");

C.     The Assignor is the exclusive owner of the right, title and interest of
       the trade-marks, trade-mark registrations and trade-mark applications, as
       more particularly described in Schedule "A" hereto (the "Trade-mark") and
       the Assignor has the exclusive, uninhibited right to sell, transfer, use
       and assign the Trade-mark;

D.     As additional security for the Loan, the Assignor has agreed to
       specifically assign to the Bank, at the option of the Bank and effective
       upon the occurrence of an event of default under the Commitment Letter or
       in the event that Assignor is deemed to be in default under the Security,
       all of the Assignor's right, title and interest in and to the Trade-mark;

THEREFORE in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Assignor agrees as follows:

1.     The preamble hereto forms an integral part hereof.

2.     Upon a event of default occurring under the Commitment Letter or if the
       Assignor is in default under the Security and upon the exercise by the
       Bank of its option to cause this Assignment to become effective, the
       Assignor does hereby transfer and assign to the Bank all of its right,
       title and interest in and to the Trade-mark and applications or
       registrations thereof, and all proceeds derived from the Trade-mark,
       including without limitation, royalties, license fees, and all rights and
       claims of action that may exist by reason of the infringement of the
       Trade-mark, together with all goodwill symbolized by the Trade-mark.

3.     This Assignment shall take effect upon the Bank notifying the Assignor
       that it is in default under the Commitment Letter or the Security and
       that the Bank intends to exercise its option to cause this Assignment to
       become effective.

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                                      -2-

4.     The Assignor shall do all things and execute and deliver all documents
       (including all assignments, affidavits, and other instruments, in a form
       suitable for filing with all trade-mark offices where the Trade-mark is
       registered and recorded) as may be requested by the Bank from time to
       time and at any time, in order to give effect to this Assignment or to
       perfect or record the Bank's interest in the Trade-mark or to maintain
       the registration or recording of the Trade-mark.

5.     The Assignor represents and warrants as follows:

       (a)    the Assignor has sole, full and clear title to the Trade-mark in
              Canada and in all other jurisdictions represented by the Assignor
              to the Bank;

       (b)    the Assignor has not assigned the right to use the Trade-mark or
              granted a license to use the Trade-mark to any other entity
              (except as disclosed in Schedule "B" hereto and except for
              licenses to use the Trade-mark granted to customers in the
              ordinary course of business) and is duly authorized and has the
              right to grant this Assignment to the Bank;

       (c)    the Trade-mark is valid and duly registered in all jurisdictions
              where it is utilized and all registrations and recordings of the
              Trade-mark are valid and subsisting and in full force and effect
              as of the date of this Assignment;

       (d)    the Trade-mark has not lapsed, been abandoned or dedicated to the
              public, nor to the best of the knowledge of the Assignor, has the
              Trade-mark been infringed by any other person;

       (e)    as of the date of this Assignment, neither the Assignor nor any of
              its subsidiaries has any trade-mark registered or recorded in or
              subject to pending applications for registration or recording in
              Canada, the United States or elsewhere, other than those described
              in Schedule "A" hereto; and

       (f)    the Assignor has no knowledge of any third party claims to the
              Trade-mark

6.     The Assignor hereby irrevocably appoints the Bank or its agent, as the
       case may be, with full power of substitution, to be the attorney of the
       Assignor for and in the name of the Assignor, to do, make, sign, endorse
       or execute under seal or otherwise all deeds, documents, transfers,
       cheques, instruments, demands, assignments, assurances, consents, acts,
       matters or things with the right to use the name of the Assignor whenever
       or wherever it may be necessary or expedient. It is hereby intended that
       the said power of attorney shall continue in the event of the subsequent
       legal incapacity of the Assignor, if an individual.

7.     Any notice hereunder shall be in writing and shall be effectively given
       by the Bank by personal delivery or by mailing such notice by prepaid
       post to the Assignor at the address set out above, or at such other
       address as may be given in writing by the Assignor to the Bank. Delivery
       by fax transmission is deemed to be personal service and is deemed to be
       received on the next business day following transmission. Delivery by
       prepaid mail is deemed to be received three business days after mailing.

8.     This Assignment shall be binding upon the Assignor and its heirs,
       executors, administrators successors and permitted assigns and it shall
       enure to the benefit of the Bank and its successors and assigns. This
       Agreement may be assigned by the Bank to any other person (without the
       consent of any other party hereto) and, if so assigned, the assignee
       shall have and be entitled to exercise any and all discretions, rights
       and powers of the Bank hereunder, and all references herein to the Bank
       shall include such assignee.

9.     This Assignment shall be governed by and construed in accordance with the
       laws of the province in which the branch of the Bank is located as
       described on page 1.

IN WITNESS WHEREOF the Assignor has hereunto set his hand and seal or has
affixed its corporate seal duly attested by the hand(s) of its proper officer(s)
in that behalf, on the day and year first above written.

                                                  REGAL GREETINGS & GIFTS
                                                  CORPORATION

                                                  Per:/s/ Anthony R. Calandra
                                                      ------------------------
                                                  Name:
                                                  Title:

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                                      -3-

                                  SCHEDULE "A"

                       DETAILED DESCRIPTION OF TRADE-MARKS

REGISTERED OWNER (TO BE AMENDED BY ASSIGNOR AT THE REQUEST OF THE BANK TO
REFLECT THE TRANSFER OF OWNERSHIP TO THE ASSIGNOR PURSUANT TO A PURCHASE AND
SALE AGREEMENT BETWEEN THE ASSIGNOR AND MDC CORPORATION INC. DATED DECEMBER 14,
2001 AND/OR REFLECT THE ASSIGNMENT BY ASSIGNOR MADE IN FAVOUR OF THE BANK
EFFECTED HEREIN):

MDC Corporation Inc.

DESCRIPTION OR ILLUSTRATION OF TRADE-MARKS:

[LOGO OF REGAL GREETINGS & GIFTS]

REGAL GREETINGS & GIFTS INC.

A.     CHECKERED DESIGN
       - TMA 324810

B.     FRIPON
       - TMA 328056

C.     REGAL GREETINGS & GIFTS & DESIGN
       - TMA 437,557

D.     REGAL PREFERENCE & DESIGN
       - TMA 381,337

E.     SCHOOL DAYS TREASURES
       - TMA 336,764

F.     JOHN BRADFORD LTD. & DESIGN
       - TMA 212,438

G.     FINISHING TOUCH
       - TMA 293,196

H.     BRENTCREST
       - TMA 291,827

I.     R & DESIGN
       - TMA 489,694

REGISTRATION PARTICULARS (PLACE, DATE, REGISTRATION NUMBER):

Canadian Intellectual Property Office Registered December 30, 1994, Registration
Number TMA437557, Application Number 0707782.

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                                  SCHEDULE "B"

                          LICENSED USERS OF TRADE-MARKS

LICENSE PARTICULARS (NAME OF LICENSEE, DATE AND TERM OF LICENSE):

Nil

OTHER RELEVANT INFORMATION:

Nil

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