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Canadian Foatball League50 Wellingtoo St. EastThkd FloorToronto, ON MSE 1C8

416-322-S650 Phone41&3ZA.g$,i1 faxwwrrv.cfl.ca

March'18,2008

STRICTLY FRI\TATE & CONFINEf'ITIAL

Mr. John RuddYTrinrty DevebPment Group Inc-3SS Kent $tree[ $uite 400Ot&wa, OntarioK2P OR6

Mr. Ruddy: .

Re: Grant sf a canadian Fsotball League {"cFL"} Momberahip In

Ottawa,Ontario

This letter of inlent is a fnllaw up to our recent discussions with yourself and

Mr. Rog*r Cteenn"rg,'-Mt: Wiild* Snenkman, and Mr' Je{. Hunt (the -Ottawa Group")

re.;"ddt voui nia d ue srantqd a tqlnneSf?. iLJl" -cj! to gggt"lq" a football club

it1Yf,"i#*li in ein**r, o*titq, C*nada. (the "Bid;1" .Il* py3?* of this letter of intent is to

set out, in broad term6,'the basis upon which we would be prepared tb award the Tearn to the't*riL satisfactory io you' we would be willing .toOKawa Group. lf these tsrms are, ln gBI

prooeed quie6ty tu o"gotkit in gooO fiitit wim a view to finalizing a definittve and legally

lin6ing mbrnbership ag reement and ancillary dscumentation ^

Fr:opqFal

Subject to the Otiawa Group satisfying.the conditions discussed below in tilis

letter of intenq ** *ouli n* prepared -to recornmend to lhe cFL Board of Governor$ that it

JfroufA award the Team to the Ottiawa Group based on the following terrns:

(a) Membership Fee, The membership fee for the Team sha|| be CIThe terms of payment will be set out in the m*rnbership agreement,provided, trowever, the parties have. agregd: {i} the deposit amount sot out in

inl neto* will be paid upon execution of this letter of intent; {ii) the sum af

# - ; . ' i ; ^ ^ . . r a | . r l a t n } h o / \ E | n n f h e p ; r r | i p r n f M a r c h 1 5 ? 0 0 9 o rGffibii an conditions within this letter have been satisfied in full; {iii} their*._Jifr;|;pashall be payable ta the CFL an the earlier of (x)

l",i"utV 1 in the year that the Tiam is to comm*n:*..pl3l q.n9 Jv) JlPiu*inest day that irecedesllg datggf the expansi?t-dr$; and {iv} theCFL*ilf withholb the Rrst fi;| (the 'tri$tributisn

. Am.ount').. indiut itrutiona to the Team in lltisfaction of the remaining outstanding portionof the membershiP fee;

93s4388.S00231-2083

(b)

tc)

Deposif. A certified cheque or bank draftin the^amount$ffi payable

io ;,Toryu LLP, in tru$t" ior the benefit of.the CFL will be delivered by the

iittu*"'Croup with the executed copy of lhis tetter of intent to the CFL;

Letter af Credit. As security for the continuing operations of the Team, the

otiu*u t}roup shall provide to $e CFL on or befsre the earlier-{ -tx}i"ouaty 1 in the year that the Team is to commence play ajq*(y)-l$trusineisdaythatbrecedesthedate.nf ' theeXpansiondraft,! f f iletter of credit. This letter sf credit shall expire on February 38 in the fourthyear following the c6mlTlencsment of play by the Team' Furthermore, fromlod uft"r tnJ *ate of this letter af int*nt and while auch letter of credit isoutstanding, in the event that the CFL grants ryglegr$Up to any new tearn, ifinsucnnevLntu|et terc fcredi to f |es j than{n isrequi redby. . theCfL. tf,un the aforesaid letter of credit provided by th.e Oltawa Gloup shall bereduced to such lower amsunt of letter of credit' The OFL and the OttawaGroup agree that lhe definitive membership agreement shall reflect thefoltcwing- general principles relating to the letter of credit, subject tor*ason;btd negotiaiion: ii) ttre Ottawa Group shall provide nol.[ess than 1Smanths noticd of any sunender af the Team; (ii) if the Ottawa Groupsurrenders the Team trpon less than 1S msnthg notice to the CFL, the CFLshall have access to thb letter of credit equal to {i} the amount of any costsiniurreg by the CFL to operate the franchise until n€w ownership for-.thefranchise ib secured, and (ii) any portion of the franchise fee that is thenoutstanding; and (iii) if thB Ottawa Group or the Team defaults in anyobligationimateriai to the operation sf the.Team prior to any surrender of thefeair, the CFL shall have access to the letter of credit to satisly any short*term {iabilities required tc maintain operations of the Team;

Ojsfrr$ilt'sns and Representationon CFL Soard o'f Governars. Commen-cingon January 1 in ths y*ar that the Team commenqes play*, an appoint*e of theOttawa Gicup shall beeome a member of the CFL Board sf Governors'Upon paymeirt of the entire rnembership fee {other than the DistrjbutionRmountl,-ttre Team shall be vested with the rights to receive its proportionateshare oi CFL distributions {other than distributions in respect of the Team'smemhershiP fee);

Expansion Oraft. The expaneion draft shall fsllow the process containedwiinin the Collective Bargaining Agreement between the eFL and theCanadian Football League Players' Association {"SFLPA"} in force at thetime such drafi takes Place;

lsase. The Ottawe Group will ensure th.at ihe terms of its football stadiumtease agreement will grani the 6FL the right, acting in its sole discretion, toassume the rlghts of the Ot{alva Group Or Team, as the case may be, _undersuch lease agi*ement to operate a faotball tearn in the event of an enforceddefault by the Ottawa Group andlorthe Team under such lease agreemenl;

Grey Cup. The Ottawa Sroup shall be granted the right to host thffGrey Cup, subject to terns being mutuatly agreed to by the parties;

(o)

(e)

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(h)

{i)

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(k)

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(m)

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o{ fawaGroup.Theal |ocat ionofownership in lq le l t lw i th in theot tawaei;p *h"rl be as foltows: Mr. Jolrn R$ov t?l.v:)'"Yl'-f?gut Greenberg(?t%i, nltr. witti"* shenkman (2fri/o\, and Mr' Jeff Hunt {25a/al:

Ontari* Salas Coancil. The Ottawa Gruup agrees to be part of the Ontario

*d6;*"il upon terms and conditions satisfactory to the Ottawa Graup

and all other Parties thereto; and

Fr*nchise Area. ln the event that the Team's territorial timits include the

Provinces of New Brunswick, l*lsva $cotia, Frince Edward lsland and/ar

Newfoundland and Labradpr {collectivety, the'Marltim* Pr*vinces"} and the

SFL indicates its intention in grant membership in the CFL to a teamooeratinu in one of the Maritime Provincps, tfe Team's membershipaiie*mJnt witl require the Team, upon written request of the CFL, without

aiv consideration, to surrender all of ihe Maritime Provinces from theirteriitorial limits to allow them to be granted to the new team;

General Manager. The Team will have a full time general manager in place

noi le$s than 12 months prior to the Team playing their first game (regular orexhibitioni;

Comrnencing Aperatians" The Tearn will commence play not later than the2012 season:

Form of Mambersltip Agreem*nt. The fsnn of membership agreement to beentered inio between the Team and the GFL will be *onsistent in forrn andsubstance t0 the standard fnrm membership agreement that the CFLprovides to new ownership grcupsr with such madifications as are neces$aryio irnplement the terms of this letter of intent, and {or greater certaintycontaining: (i) a generalsecuri$ agreement gryntinq the CFL a first-rankingsecurig iirt*iest bver all the tangibte and intangible assets. of the Team,subjeci ta reasonable bank financing requirernents of the Team; {ii}prouisions assigning all of the intellectual property of the Team ts tte CFL,inctuding, withJut timitation, tradema*s, trade name;, Ingos and designs;and (iiif a li6ense to the Team to use its intellectual property on termsconsiitLnt with those of other teams where the CFL nwns that team'sintellectual property; prcvided, that, clauses {i}, {ii) and (iii} willbe contingenton the CFL'agieeing to require afly new teams Qr n€w CIwnership of existingteams to execute i generat security agreement and assigil all of theirintellectual property to the cFL on substantially similar terms; and

Cavenant fo $afisfy Cvnditians. The Team and the Ottawa Group willcovenant and undertake lo use their commercially reasonable best efforts tosatisfy all of the conditions set out under the sectlon "Conditions" below as$oon as possible, including, without limitation, complettng. their discussionswith the Ci$ of Sttawa and seeuring an agreement with the Sity of Ottawarelating to the use of atadium facilities on terms satisfactory t'o the OttawaGroup and the CFL, acting r*asonably. The Qtkwa Group covenants tokeep the CFL up to date on its efforta through written updaies and meetingswitfr the Ccmmissioner on a monthly basis, sr on such nther schedule as theConnmissioner shall advise,

{o)

839436S,806231-2063

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Conditiqns_

Any obligatian of the CFL or the Ottawa Group to consummate the proposedtransaction is eubject to the satisfaetion cf each of the following conditions (the 'Oondition*")

on or before the applicaible dates set forth below:

{a} on or before June 18, t008, the negotiation and exe*ution of 3 mutuallysatisfac-tory definitive rnembership agreement by the CFL.and the.OttawaGroup and ancillary documents including without limitatian, the Ontario $alesCouncil agreement, and the form of letter of credit refened tq above and themechanics of drawing on same:

tb) on or before March 18, 2009, the Ottawa Group s€cudng an agreement withthe City of Ottawa relatihg to the use of stadium facilities on termseaiisfactory tn the Ottawa Group and the CFL, acting reasonably;

{c} on or before June 'l$, ?00S, the writien approval by_ lhe CFL-, actingreasonably, of both the enti$ *stahlished by the Ottawa Group toownlcperate the Team and the psrtner$hip cr shareholders' agreement thatwillgovern such entity and the Otiawa 6roup's ownership thereof; and

{d) on ar before March 19, 2008, the granting of membership in the 6FL beingformally approved by the CFL Board of Gnvernors, $uch approval beingwithin its sole dis*retion {the

"Approval Gonditicn").

tn the event that any Condition listed in subparagraphs {a), {b) or {c} above isnot satisfied on or before the relevant date set farth above, then unless otherwise agrend bythe parties h*reto in writing, this letter *f intent shali terminate and 5O% of the deposit paid bythe Ogawa Group pursuant ts clause (b) under the heading "Proposal" will., be retumedforthwith by the CFL fa the Ottawa Group, without interest, and the remainder will be forfeitedto the SFI-.

In the event that the Condition listed in subparagraph {d} shove is notsatisfied on or befors the relevant date set forth above, then unless otherwise agreed by theparties hereto in writing, this letter of intent shall terminate and 100% of the depoait paid byihe Onawa Group pursuant tc clause (b) under the heading "Proposal' will be retumedforthwith by ihe CFL to the Ottawa Group, withaut interest.

In the event the CFL Board of Govemors formally approvss the granting ofmembership in the CFL to the Ottawa Group, then the CFL and the Ottawa Group willworktogether tn prepare a forrnal pre$$ announcement/press conference forthwith. Following thejoints pres* annauncement/press conference, and nctwithstanding anything to the contraryset fo*h herein, the Ottawa Group shall be entitled to communicate publicly and privately thatit has conditional membership in the CFL to operate the Team.

Confidentialitv

$ubject to the final paragraph under the heading "Conditions", the existenceand the terms of this letter af intent and any ongoing negotiations are confidential informationof the SFL whieh may not be disclosed without the pri*r written agreement d the CFL, wtticltagreement will not be unreespnably withheld, and prgliqggl!$1QfL

8394368.806231-?063

- 5 -

oonfidential informalion .lhat is subject to th-is.s€Gtion will not include any

infurmation which: f"iiiin:it;.ate;',$ dluttusut* ?i ql* rylfy to the other-partv is.availableil ffiilft;'"n*r'di" iit " r*rrt ot ".nni'i*r, uy tng q$iryu sroup of an obligation ofconfidentiati$ or: trny iJ'i*q'irilO-tq be-Oisclosea Uy-apptigab]e law or by order of a oourt of

ffidi;;ii'rlsaiciidn-oiil;Ar* ones righrs prdvicied that, prior to such.disclosure and to

tfre extent feasibte, th.-;;,tv';;fi--d to o'ir"io!* Tch rforation consults with the other- -ed iorm, nature and purpose of the disclosure'party as to the propos

lf the transaction contemplated by this letter of intent is not c,omplet$,lh:

Ottawa 6roup wii n&, Uir.cfly ol indirectly, use for its own pilrposes or comnlunicate.to any

*iiei e*rson'rny connieotiat'infonnation br data relating to thq transantion or the CFI- or its

irJ*J**iictr tr*s become-lno* to the ottawa Group, and its agents, as a result of theproposed transaction.

The foregoing will not prevent the Ottawa Group from dis-closjng or makingavallsble to ite personnEi @ prospeitiue personne|,. accountants,*professional adviserc;d;i ffieo iny rucn ii'tot'in*iol of. datl, profded_that the Ottawa Group rvill be

responsible for any-breach af these obligations by euch persons'

GeneralMatters

This letter of intent is intended to be legalfy bindinO,. ptovlded,h".y,"I9j:exeeot as set out in this letrer af intent, no additional legally binding obligations whatsoev*r;ti;jrn;h"d ru uniir they are reduced to writing in the definitive membership agreementand ancillary documentation'

Time is of the essence- of lhis lefter of i1.tent, No party.may.s$sign its right$or benefits undcr this ietter of intent without the prior written consent of tfre other par$, which;;;;;t;t o" "ruitr"rity withheld. This lettrir _ol intq{ constitutes the entire agreementil;;;; 6 pa*es pe*J,ining to the subjecl- fafter of .the Qi$ ana supernedes.anv other"gi*fi*ni;niered inlo prior tithe o"t" heieof in connection with such subjectlafer There#;'il rrsrrarrtie$, conditions, or representation*..{inclufjng 1ny that may !e implied by*i*t"t"l and ihefs are no agieements in connectinn with such subiect matter except,as

,i*ini.rry r*t:rJ*n oi refened to in this letter of intent. Except as expre*sly prcvided in ftisletter of intent, no a***dment or waiver of this letter of intent lvill be binding ln$s executedffiffig,5t;6fdrty to be hounO thereby. No waiver of any provision sf this lefier of intent*ri*nJgti "waiuiriora.ny otner provision nor wilt any waiver of any prwisian of this letter;iffi;ru;'titriG a contiiruing waiver untess otherwise expressly provided.- This letter ofintert *itt be governed uy and csnskued in accordance with the laws of the Province ofOntario and the laws of Canada applicable therein'

cFL on one hand and the ottawa Group..on the other. agree that each of

thern shall bear their own respective costs and expensss with respect to these matters.

tf the foregoing is acceptable to the Ottawa Gr9yp, please sign thilletter of

intent in the spaw ptoviAlO inA return it to us, no later than 12:00 F-m- Hastem $JqnOa{

?jii", urrr*.it ig, :obg. This letter of intent may ue signed by facsimile in counterparts and

. , ' , ; ' 6 '

eagh euch cq4nbqpart witt constitute an origlnal document and such counterpart, takent$etfier, wi[ cona$fute one snd the eanreinstrurnenl

Accepbd -,r l*y of March, zoo8.