(the " Agreement ")
THIS AGREEMENT is effective as of the 8
day of January, 2008.
ETIFF HOLDINGS, LLC. , a corporation governed under the laws of the State of Delaware,
(the " Optionor "),
- and -
FOUNDATION VENTURE LEASING INC., in Trust, a corporation governed under the laws of
the Province of Ontario,
(the " Optionee "),
- and -
RACINO ROYALE, INC ., a corporation organized under the laws of the State of Nevada (the "
THIS AGREEMENT WITNESSES that in consideration of the sum of one dollar ($1.00) and other good and
valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Optionor), it is agreed
by and between the parties hereto as follows:
" Business Day " means a day, other than a Saturday or Sunday, on which banks in Toronto, Ontario are
generally open for business;
" Exercise Price " means those option exercise prices itemized in Section 3 hereto.
The Optionor is the legal and beneficial owner of fourteen million twenty-one thousand, six hundred
(14,021,600) shares of common stock (the " Shares ") of the Corporation;
The Optionor has agreed to sell and the Optionee has agreed to purchase 2,620,000 of the Shares in
accordance with a share purchase agreement between the Optionor and the Optionee dated December 7,
2007 (the " Share Purchase Agreement ");
The Share Purchase Agreement contemplates that the Optionor grants the Option to the Optionee in
accordance with the terms hereof.
In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the
following terms shall have the meanings set out below.
" Share " or " Shares " shall mean, as the case may be, one or more common shares in the capital of the