ex10_2.htm


    
       

      
        

        

      

      

        AMENDED
          AND RESTATED
          PURCHASE AGREEMENT

         

        THIS
          AGREEMENT made as of the
          8th day
          of January, 2008.

         

        B
          E T W E E N:

         

        EIGER
          TECHNOLOGY, INC., a
          corporation governed under the laws of the Province of Ontario

         

        (hereinafter
          called the "Parent")

         

        -
          and
          -

         

        ETIFF
          HOLDINGS, LLC, a
          corporation governed under the laws of the State of Delaware

         

        (hereinafter
          called the "Vendor")

         

        -
          and
          -

         

        FOUNDATION
          VENTURE LEASING INC., in
          Trust., a corporation governed under the laws of the Province of
          Ontario

         

        (hereinafter
          called the "Purchaser")

         

        -
          and
          -

         

        RACINO
          ROYALE, INC., a
          corporation organized under the laws of the State of Nevada (the "Corporation")

         

        WHEREAS
          the Vendor 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;

         

        AND
          WHEREAS the Vendor and the
          Purchaser entered into a share purchase agreement dated as of August 8,
          2007
          (the "Original
          Agreement") pursuant to which the Vendor agreed to sell to the Purchaser
          and the Purchaser agreed to purchase from the Vendor the Shares;

         

        AND
          WHEREAS the Vendor and the
          Purchaser desire to amend and restate the Original Agreement in accordance
          with
          the terms of this agreement;

         

        NOW
          THEREFORE THIS AGREEMENT
          WITNESSES that, for the consideration hereinafter set forth, the receipt
          and sufficiency of which is being hereby acknowledged, the Parties have
          agreed
          and do hereby agree with each other as follows:

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ARTICLE 1

        INTERPRETATION

         

        1.1 Definitions.

         

        
          	
                  (a)  

                	
                  Where
                    used in this Agreement, unless the context or subject matter
                    otherwise
                    requires, the following words and phrases shall have the meanings
                    set
                    forth below:

                


        

         

        
          	 	
                  "1933
                    Act"
                    means the United States Securities
                    Act
                    of 1933, as amended; 

                
	 	
                  "Agreement"
                    means this amended and restated purchase agreement (including
                    the Exhibits
                    hereto) as it may be amended or supplemented from time to time;
                    and the
                    expressions "Article",
                    "Section",
                    "Subsection"
                    or "Exhibit"
                    followed by a number or letter means and refers to the specified
                    Article,
                    Section, Subsection or Exhibit of this
                    Agreement;

                
	 	
                  "Business
                    Day" means any day, other than a Saturday, Sunday or statutory
                    holiday in Toronto, Ontario;

                
	 	
                  "Closing"
                    means the completion of the purchase and sale of the Purchased
                    Shares in
                    accordance with the provisions of this
                    Agreement;

                
	 	
                  "Closing
                    Date" means December 14, 2007 or such other date as the Parties
                    may
                    agree;

                
	 	
                  "Corporation"
                    means Racino Royale, Inc., a corporation governed under the laws
                    of the
                    State of Nevada;

                
	 	
                  "Option"
                    means the purchase option granted by the Vendor to the Purchaser
                    pursuant
                    to the Option Agreement;

                
	 	
                  "Option
                    Agreement" has the meaning set out in Section 2.2(b); 

                
	 	
                  "Option
                    Shares" means the two million six hundred and twenty thousand
                    (2,620,000) shares of common stock of the Corporation owned by
                    the Vendor
                    to be sold by the Vendor to the Purchaser upon the exercise of
                    the
                    Option;

                
	 	
                  "Exchange
                    Act" means the Securities Act of 1934, as
                    amended.

                
	 	
                  "OSC"
                    means
                    the Ontario Securities Commission;

                
	 	
                  "Parent"
                    means Eiger Technology, Inc., a corporation governed under the
                    laws of the
                    Province of Ontario;

                
	 	
                  "Parties"
                    means the Vendor, the Parent, the Purchaser and the Corporation
                    and their
                    successors and permitted assigns; and "Party"
                    means either of the Parties;

                
	 	
                  "Promissory
                    Note" has the meaning set out in Section 2.2(c); 

                
	 	
                  "Purchase
                    Price" has the meaning set out in Section 2.4(a); 

                
	 	
                  "PurchasedShares"
                    means, collectively, two million six hundred and twenty thousand
                    (2,620,000) shares of common stock of the Corporation owned by
                    the Vendor
                    to be sold by the Vendor to the Purchaser
                    hereunder;

                
	 	
                  "Purchaser"
                    means Foundation Venture Leasing Inc., in Trust, a corporation
                    governed
                    under the laws of the Province of
                    Ontario;

                
	 	
                  "SEC"
                    means
                    the United States Securities and Exchange
                    Commission;

                
	 	
                  "Securities
                    Laws" means, collectively, the Securities
                    Act (Ontario), the 1933 Act,
                    the regulations and rules made under those statutes, and policy
                    statements
                    and interpretation notes of the OSC or the SEC or any state of the United
                    States under "blue sky" laws;

                
	 	
                  "Share
                    Pledge
                    Agreement" has the meaning set out in Section 2.2(d); 

                
	 	
                  "Shares"
                    means, collectively, fourteen million, twenty-one thousand, six
                    hundred
                    (14,021,600) shares of common stock of the Corporation owned
                    by the
                    Vendor; and

                
	 	
                  "Vendor"
                    means ETIFF Holdings, LLC, a corporation governed under the laws
                    of the
                    State of Delaware.

                


        

        1.2  Currency.  All
          sums of money which are referred to in this Agreement are expressed in
          lawful
          money of the United States of America.

         

        1.3  Division
          of
          Agreement.  The division of this Agreement into Articles,
          Sections, Subsections, paragraphs, subparagraphs and Exhibits and the insertion
          of headings are for convenience of reference only and shall not affect
          the
          construction or interpretation of this Agreement.  The terms "this
          Agreement", "hereof", "herein", "hereunder" and similar expressions refer
          to
          this Agreement and not to any particular Article, Section or other portion
          of
          the Agreement.

         

        1.4  Number
          and
          Gender.  Words importing the singular number only shall include
          the plural and vice versa, and words importing the use of any gender shall
          include all genders.

         

        1.5  Including.  Unless
          otherwise specifically indicated or the context otherwise requires, "include",
          "includes" and "including" shall be deemed to be followed by the words
          "without
          limitation".

         

        1.6  Exhibit.  The
          following is the exhibit attached to this Agreement:

         

        
          	
                  Exhibit
                    "1"

                   

                	
                  –

                   

                	
                  Form
                    of the Option Agreement

                   

                
	 	 	 


        

         


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        
          ARTICLE 2

        

        AMENDMENTS,
          PURCHASE AND
          SALE OF SHARES

        AND
          INTELLECTUAL PROPERTY

        2.1 Amendments
          to the Original
          Agreement.

         

        
          	
                  (a)  

                	
                  The
                    Shares that the Purchaser purchases from the Vendor shall be
                    amended to be
                    the Purchased Shares.

                


        

         

        
          	
                  (b)  

                	
                  The
                    Vendor agrees to grant an option (the "Option") to
                    the
                    Purchaser on the Closing Date to purchase up to additional 2,620,000
                    Shares from the Vendor (the "Option Shares")
                    exercisable by the Purchaser from time to time until September
                    1, 2008, in
                    accordance with the option agreement in the form of Exhibit 1
                    attached
                    hereto (the "Option
                    Agreement").

                


        

         

        
          	
                  (c)  

                	
                  The
                    Vendor acknowledges receipt of a promissory note dated as of
                    August 8,
                    2007 in the principal amount of $671,080 granted by the Purchaser
                    in
                    favour of the Vendor under the Original Agreement (the "Promissory
                    Note").  The Vendor and the Purchaser agree that the
                    Promissory Note is hereby cancelled and is of no force or effect
                    from the
                    date hereof and the Vendor agrees to return the Promissory Note
                    to the
                    Purchaser for cancellation on or before the Closing
                    Date.

                


        

         

        
          	
                  (d)  

                	
                  The
                    Vendor acknowledges receipt of a share pledge agreement dated
                    as of August
                    8, 2007 by the Purchaser in favour of the Vendor under the Original
                    Agreement with respect to the pledge of 12,619,460 of the Shares
                    (the
                    "Share Pledge
                    Agreement").  The Vendor and the Purchaser agree that the
                    Share Pledge Agreement is hereby cancelled and is of no force
                    or effect
                    from the date hereof and the Vendor agrees to return the Share
                    Pledge
                    Agreement to the Purchaser for cancellation and return to the
                    Purchaser
                    certificates representing any Shares pledged thereunder, if any,
                    on or
                    before the Closing Date.

                


        

         

        
          	
                  (e)  

                	
                  Upon
                    execution hereof, this Agreement shall amend, restate, supersede
                    and
                    replace the Original Agreement and the Original Agreement shall
                    be of no
                    force or effect from the date
                    hereof.

                


        

         

        2.2 Purchase
          and Sale of Purchased
          Shares.  Subject to the terms and conditions hereof, the Vendor
          hereby sells, conveys, assigns, transfers and sets over absolutely to the
          Purchaser, and the Purchaser hereby purchases from the Vendor, all of the
          Vendor's rights, title and interest, directly or indirectly, beneficial
          or
          otherwise, in and to the Purchased Shares, effective on and as of the
          Closing.

         

        2.3 Purchase
          Price.

         

        
          	
                  (a)  

                	
                  The
                    purchase price payable by the Purchaser to the Vendor for the
                    Purchased
                    Shares shall be $131,000 in the aggregate (the "Purchase
                    Price").  The Vendor acknowledges receipt of $111,000 of
                    the Purchase Price from the
                    Purchaser.

                


        

         


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        
          	
                  (b)  

                	
                  The
                    Purchaser shall satisfy the balance of the Purchase Price by
                    delivery to
                    the Vendor on or prior to Closing cheque(s), wire transfer(s)
                    or cash in
                    the aggregate amount of $20,000 payable to the Vendor or as the
                    Vendor may
                    direct.

                


        

         

        2.4 Pledge
          of
          Shares.  Deleted intentionally.

         

        2.5 Purchase
          and Sale of Intellectual
          Property.  The Parent and the Corporation agree that, for a
          purchase price of $1.00, the Parent hereby acquires from the Corporation
          all of
          the Corporation’s right, title and interest in and to the name "Racino Royale,
          Inc." or substantially similar names and all of the Corporation’s right, title
          and interest in and to the "Racino Royale, Inc." URL (the URL and the name
          "Racino Royale, Inc." being, collectively, the "IntellectualProperty").  The
          Purchaser and the Vendor acknowledge and agree that the Parent has bought
          the
          Intellectual Property and the Purchaser agrees to, on or before the six
          month
          anniversary date of this Agreement, use its best efforts to cause the
          Corporation to change its name, through shareholder vote, merger or directors
          vote (as a Nevada corporation) from Racino Royale, Inc. to such other name
          as
          the Purchaser may deem appropriate.

         

        ARTICLE 3

        REPRESENTATIONS
          AND
          WARRANTIES

         

        3.1 Representations
          and Warranties of the
          Vendor.  The Vendor represents and warrants to the Purchaser as
          follows (which representations and warranties shall continue to be true
          as of
          the Closing Date as if they were made on the Closing Date) and acknowledges
          that
          the Purchaser is relying upon such representations and warranties in connection
          with the entering into of this Agreement and the Option Agreement, the
          purchase
          by the Purchaser of the Purchased Shares and the granting of the Option
          by the
          Vendor to the Purchaser:

         

        
          	
                  (a)  

                	
                  Capacity.  The
                    Vendor is a corporation duly incorporated, organized and validly
                    subsisting and in good standing under the laws of Delaware.  The
                    Vendor has all necessary corporate power and capacity and is
                    qualified to
                    own, lease and operate its property and assets and to conduct
                    its business
                    at and in the places where such property and assets are now owned,
                    leased
                    or operated or such business is now conducted.  The Vendor has
                    all the necessary corporate power and authority to enter into
                    this
                    Agreement, the Option Agreement and other agreements and instruments
                    contemplated herein and perform its obligations hereunder and
                    thereunder.

                


        

         

        
          	
                  (b)  

                	
                  Agreement
                    Binding.  Each of this Agreement and the Option Agreement
                    has been duly executed and delivered by the Vendor and is a valid
                    and
                    binding obligation of the Vendor enforceable against the Vendor
                    in
                    accordance with its terms except as such enforcement may be limited
                    by
                    applicable bankruptcy, insolvency or other laws of general application
                    affecting the rights of creditors and the availability of equitable
                    remedies such as specific performance and injunction which are
                    only
                    available in the discretion of the court from which they are
                    sought.

                


        

         

        
          	
                  (c)  

                	
                  No
                    Violation.  The execution and delivery of this Agreement
                    and the Option Agreement by the Vendor, and the performance of
                    its
                    obligations hereunder and thereunder, do not (or would not with
                    the giving
                    of notice, the lapse of time or the

                


        

         


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        happening
          of any event or condition) result in the violation of any terms or provisions
          of
          any law applicable to (including all Securities Laws), or the constating
          documents of, the Vendor or of any agreement, written or oral, to which
          the
          Vendor is a party or by which it is bound.

         

        
          	
                  (d)  

                	
                  Title.  The
                    Vendor is the sole legal and beneficial owner of the Shares and
                    has good
                    and marketable title to the Shares free and clear of any mortgages,
                    charges, pledges, security interests or other
                    encumbrances.

                


        

         

        
          	
                  (e)  

                	
                  Approvals
                    and
                    Consents.  No authorization, consent or approval of any
                    person, including any governmental authority, is required in
                    connection
                    with the execution, delivery or performance of this Agreement
                    and the
                    Option Agreement by the Vendor, the sale of the Purchased Shares
                    or the
                    granting of the Option by the Vendor to the
                    Purchaser.

                


        

         

        
          	
                  (f)  

                	
                  No
                    Option to
                    Purchase.  No person, firm or corporation has any
                    agreement, option or any right capable of becoming an agreement
                    or option
                    for the purchase from the Vendor of any of the Shares except
                    the
                    Option.

                


        

         

        
          	
                  (g)  

                	
                  No
                    Shareholders'
                    Agreement.  The Vendor is not a party to any
                    shareholders' agreement made among any shareholders of the Corporation
                    and
                    there is no unanimous shareholders' agreement among shareholders
                    of the
                    Corporation.

                


        

         

        
          	
                  (h)  

                	
                  No
                    Liabilities.
                      The Corporation has no outstanding liabilities, real or
                    contingent, to the Vendor.

                


        

         

        
          	
                  (i)  

                	
                  Capacity
                    of the
                    Corporation.  The Corporation is a corporation duly
                    incorporated, organized and validly subsisting and in good standing
                    under
                    the laws of the State of Nevada.  The Corporation has all
                    necessary corporate power and capacity and is qualified to own,
                    lease and
                    operate its property and assets and to conduct its business at
                    and in the
                    places where such property and assets are now owned, leased or
                    operated or
                    such business is now conducted.

                


        

         

        
          	
                  (j)  

                	
                  Trading
                    of
                    Shares.  The common shares of the Corporation are quoted
                    on the Over the Counter Bulletin Board under the symbol
                    "RCNR".

                


        

         

        
          	
                  (k)  

                	
                  Withholding
                    Taxes.  The Corporation has no obligation to pay
                    withholding taxes in Canada or in the United States of
                    America.

                


        

         

        3.2 Representations
          and Warranties of
          Purchaser.  The Purchaser represents and warrants to the Vendor
          as follows (which representations and warranties shall continue to be true
          as of
          the Closing Date as if they were made on the Closing Date) and acknowledges
          that
          the Vendor is relying upon such representations and warranties in connection
          with the entering into of this Agreement and the Option Agreement, the
          sale by
          the Vendor of the Purchased Shares and the granting by the Vendor to the
          Purchaser of the Option:

         

        
          	
                  (a)  

                	
                  Capacity.  The
                    Purchaser is a corporation duly established and validly existing
                    under the
                    laws of the Province of Ontario, has the necessary capacity and
                    authority
                    to execute and deliver this Agreement and the Option Agreement
                    and
                    to

                


        

         


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        observe
          and perform its covenants and obligations hereunder and thereunder and
          has taken
          all necessary action in respect thereof;

         

        
          	
                  (b)  

                	
                  Agreement
                    Binding.  Each of this Agreement and the Option Agreement
                    has been duly authorized, executed and delivered by the Purchaser,
                    and is
                    a valid and binding obligation of the Purchaser, enforceable
                    against the
                    Purchaser in accordance with its terms, except as such enforcement
                    may be
                    limited by applicable bankruptcy, insolvency or other laws of
                    general
                    application affecting the rights of creditors and the availability
                    of
                    equitable remedies such as specific performance and injunction
                    which are
                    only available in the discretion of the court from which they
                    are
                    sought.

                


        

         

        
          	
                  (c)  

                	
                  No
                    Violation.  The execution and delivery of this Agreement
                    and the Option Agreement by the Purchaser, and the performance
                    of the
                    Purchaser's obligations hereunder and thereunder, do not (or
                    would not
                    with the giving of notice, the lapse of time or the happening
                    of any event
                    or condition) result in the violation of any terms or provisions
                    of any
                    law applicable to or, if applicable, the constating documents
                    of the
                    Purchaser or
                    of any agreement, written or oral, to which the Purchaser is
                    a party or by
                    which the Purchaser is bound.

                


        

         

        
          	
                  (d)  

                	
                  Approvals
                    and
                    Consents.  No authorization, consent or approval of any
                    person, including any governmental authority, is required in
                    connection
                    with the execution, delivery or performance of this Agreement
                    and the
                    Option Agreement by the Purchaser, the purchase of the Purchased
                    Shares by
                    the Purchaser or the granting of the Option to the
                    Purchaser.

                


        

         

        3.3 Representations
          and Warranties of the
          Corporation.

         

        The
          Corporation represents and warrants
          to the Purchaser as follows (which representations and warranties shall
          continue
          to be true as of the Closing Date as if they were made on the Closing Date)
          and
          acknowledges that the Purchaser is relying upon such representations and
          warranties in connection with the entering into of this Agreement and the
          Option
          Agreement, the purchase by the Purchaser of the Purchased Shares and the
          granting of the Option by the Vendor to the Purchaser.

         

        
          	
                  (a)  

                	
                  Capacity.  The
                    Corporation is a corporation duly incorporated, organized and
                    validly
                    existing and in good standing under the laws of the State of
                    Nevada. The
                    Corporation has all necessary corporate power and capacity and
                    is
                    qualified to own, lease and operate its property and assets and
                    to conduct
                    its business at and in the places where such property and assets
                    are now
                    owned, leased or operated or such business is now
                    conducted.  The Corporation has all the necessary corporate
                    power and authority to enter into this Agreement, the Option
                    Agreement and
                    other agreements and instruments contemplated herein and perform
                    its
                    obligations hereunder and
                    thereunder.

                


        

         

        
          	
                  (b)  

                	
                  Agreement
                    Binding.                                                      
                    Each of this Agreement and the Option Agreement has been duly
                    executed and
                    delivered by the Corporation and is a valid and binding obligation
                    of the
                    Corporation enforceable against the Company in accordance with
                    its terms
                    except as such enforcement may be limited by applicable bankruptcy,
                    insolvency or other laws of general

                


        

         

        application
          affecting the rights of creditors and the availability bankruptcy, insolvency
          or
          other laws of general application affecting the rights of creditors and
          the
          availability of equitable remedies such as specific performance and injunction
          which are only available in the discretion of the court from which they
          are
          sought.

         

        
          	
                  (c)  

                	
                  No
                    Violation.  The execution and delivery of this Agreement
                    and the Option Agreement by the Corporation, and the performance
                    of its
                    obligations hereunder and thereunder, do not (or would not with
                    the giving
                    of notice, the lapse of time or the happening of any event or
                    condition)
                    result in the violation of any terms or provisions of any law
                    applicable
                    to (including all Securities Laws), or the constituting documents
                    of, the
                    Company or of any agreement, written or oral, to which the Corporation
                    is
                    a party or by which it is bound.

                


        

         

        
          	
                  (d)  

                	
                  Approvals
                    and
                    Consents.  No authorization, consent or approval of any
                    person, including any governmental authority, is required in
                    connection
                    with the execution, delivery or performance of this Agreement
                    and the
                    Option Agreement by the
                    Corporation.

                


        

         

        
          	
                  (e)  

                	
                  Current
                    Filings.  The Corporation represents that it is current
                    in all of its filings under the Exchange Act and that it has
                    not been
                    informed by the SEC that any of such filings is under
                    review.

                


        

         

        
          	
                  (f)  

                	
                  Trading
                    of
                    Shares.  The common shares of the Corporation are quoted
                    on the Over the Counter Bulletin Board under the symbol "RCNR"
                    and the
                    Corporation has not received any notice of an intent to remove
                    such
                    quotation.

                


        

         

        
          	
                  (g)  

                	
                  Absence
                    of
                    Liabilities.  Except as disclosed in the Form 10-QSB for
                    the quarter ended September 30, 2007, the Company has no liabilities,
                    except those arising in the ordinary course of business and which
                    in no
                    event exceed $50,000 in the aggregate.  For a period of six
                    months from the date hereof, the Corporation will not occur any
                    indebtedness, other than in the ordinary course of business,
                    without the
                    prior written consent of the
                    Purchaser.

                


        

         

        
          	
                  (h)  

                	
                  Legal
                    Proceedings.  Except as disclosed in the Corporation’s
                    Form 10-QSB for the quarter ended September 30, 2007, the Corporation
                    is
                    not a party to any legal
                    proceeding.

                


        

         

        3.4 Survival
          of Representations and
          Warranties.  The representations and warranties of each Party
          contained in this Agreement shall survive the Closing for a period of three
          (3)
          years and thereafter terminate and be of no further force and
          effect.

         


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        ARTICLE 4

        COVENANTS

         

        4.1 Covenants
          of the Vendor. The Vendor
          covenants and
          agrees with the Purchaser that:

         

        
          	
                  (a)  

                	
                  the
                    Vendor will make or cause to be made all regulatory filings and
                    pay or
                    cause to be paid all filing fees required to be made or paid
                    by the Vendor
                    with the OSC, SEC and other applicable securities regulatory
                    authorities
                    with respect to the sale of the Shares from the Vendor to the
                    Purchaser
                    within the time period prescribed by applicable Securities Laws;
                    and

                


        

         

        
          	
                  (b)  

                	
                  the
                    Vendor shall enter into the Option Agreement and shall sell the
                    Option
                    Shares to the Purchaser in accordance with the terms of the
                    Option.

                


        

         

        4.2 Covenants
          of Purchaser. The Purchaser
          covenants
          and agrees with the Vendor that:

         

        
          	
                  (a)  

                	
                  the
                    Purchaser will execute and deliver all documentation required
                    by the
                    Securities Laws and by applicable securities regulatory authorities
                    in
                    connection with its purchase of the Purchased Shares and the
                    Option
                    Shares; and

                


        

         

        
          	
                  (b)  

                	
                  the
                    Purchase will deliver to the Vendor registration instructions
                    with respect
                    to the registration of the Purchased Shares at least five (5)
                    Business
                    Days prior to the Closing Date.

                


        

         

        4.3 Non-Disclosure.  The
          Parties agree
          that no disclosure will be made with respect to the existence of this Agreement
          or the transaction of purchase and sale contemplated herein unless:

         

        
          	
                  (a)  

                	
                  it
                    is approved in advance by all Parties acting reasonably,
                    or

                


        

         

        
          	
                  (b)  

                	
                  it
                    is required by law including any Securities
                    Law,

                


        

         

        and
          if
          such disclosure is required, the Party making the disclosure shall use
          reasonable efforts to give prior oral or written notice to the other Party,
          and
          if such prior notice is not possible, to give such notice immediately following
          the making of such disclosure.

         

        ARTICLE 5

        CONDITIONS
          ON
          CLOSING

         

        5.1 
          The
          Purchaser's obligation to purchase the Purchased Shares and the Option
          Shares is
          subject to the conditions that:

         

        
          	
                  (a)  

                	
                  the
                    purchase of the Purchased Shares and the Option Shares by the
                    Purchaser
                    from the Vendor is exempt from the registration requirements
                    and
                    prospectus filing requirements under applicable Securities
                    Laws;

                


        

         

        
          	
                  (b)  

                	
                  the
                    Option Agreement shall have been executed and delivered on or
                    prior to the
                    Closing Date; and

                


        

         


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        
          	
                  (c)  

                	
                  each
                    of the representations and warranties under Sections 3.1 and
3.3 continues
                    to be true and correct as of
                    the Closing Date.

                


        

         

        5.2 If
          any of
          the conditions contained in Section 5.1 shall
          not be performed or fulfilled at or prior to the time of Closing to the
          satisfaction of the Party benefiting from the condition, acting reasonably,
          such
          Party may, by notice to the other Party, terminate this Agreement and the
          obligations of the Parties under this Agreement.  Any such condition
          may be waived in whole or in part by the Party benefiting from the condition
          without prejudice to any claims it may have for breach of covenant,
          representation or warranty.

         

        ARTICLE 6

        DELIVERIES

         

        6.1 Deliveries
          of the
          Vendor.  The Vendor shall deliver or cause to be delivered to
          the Purchaser on or before the Closing Date the following:

         

        
          	
                  (a)  

                	
                  share
                    certificates representing the Purchased Shares duly registered
                    as directed
                    by the Purchaser;

                


        

         

        
          	
                  (b)  

                	
                  resolutions
                    of the board of directors of the Vendor approving the sale of
                    the
                    Purchased Shares from the Vendor to the Purchaser, the granting
                    of the
                    Option by the Vendor to the Purchaser and the execution and delivery
                    of
                    this Agreement and other documents contemplated
                    herein;

                


        

         

        
          	
                  (c)  

                	
                  the
                    Promissory Note returned by the Vendor to the Purchaser for
                    cancellation;

                


        

         

        
          	
                  (d)  

                	
                  the
                    Share Pledge Agreement returned by the Vendor to the Purchaser
                    for
                    cancellation and certificates representing any Shares pledged
                    thereunder,
                    if any, returned by the Vendor to the
                    Purchaser;

                


        

         

        
          	
                  (e)  

                	
                  the
                    Option Agreement executed by the Vendor and the Corporation;
                    and

                


        

         

        
          	
                  (f)  

                	
                  any
                    other resolutions or consents or any other documents that may
                    be required
                    to effect the transaction contemplated
                    hereunder.

                


        

         

        6.2 Deliveries
          of the
          Purchaser.  The Purchaser shall deliver to the Vendor on or
          before the Closing Date:

         

        
          	
                  (a)  

                	
                  cheque(s)
                    or wire transfer(s) in the aggregate amount of $20,000 payable
                    to the
                    Vendor representing the balance of the Purchase Price for the
                    Purchased
                    Shares due on the Closing Date; and

                


        

         

        
          	
                  (b)  

                	
                  the
                    Option Agreement executed by the
                    Purchaser.

                


        

         

        ARTICLE 7

        MISCELLANEOUS

         

        7.1 Expenses.  Each
          Party shall be responsible for its own legal fees and other charges incurred
          in
          connection with the negotiation of this Agreement.

         


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        7.2 Further
          Assurances.  Each of the Parties shall promptly do, execute,
          deliver or cause to be done, executed or delivered all further acts, documents
          and things in connection with this Agreement that the other Party may reasonably
          require for the purposes of giving effect to this Agreement and take all
          such
          steps as may be reasonably within its power to implement to their full
          extent
          the provisions of this Agreement.

         

        7.3 Survival
          of
          Covenants.  To the extent that they have not been fully
          performed at or prior to the time of Closing, all covenants shall survive
          the
          Closing and shall continue indefinitely notwithstanding the
          Closing.

         

        7.4 Entire
          Agreement.  This Agreement and the Option Agreement constitute
          the entire agreement between the Parties concerning the subject matter
          hereof
          and supersedes all prior statements, representations, discussions, negotiations
          and agreements, both oral and written (including the Original Agreement),
          concerning the subject matter hereof.

         

        7.5 Amendment,
          Waiver.  No amendment, waiver or termination of this Agreement
          shall be binding unless executed in writing by the Party to be bound thereby
          and
          no such amendment or waiver shall extend to anything other than the specific
          subject matter thereof.  The failure at any time of a Party to insist
          upon strict performance of any provision of this Agreement shall not limit
          the
          ability of that Party to insist at any future time whatsoever upon the
          performance of the same or any other provision (except insofar as that
          Party may
          have given a valid and effective waiver or release).

         

        7.6 Notices.  Any
          notice, certificate, consent, determination, or other communication required
          or
          permitted to be given or made under this Agreement shall be in writing
          and shall
          be effectively given and made if (i) delivered personally, (ii) sent
          by courier service, or (iii) sent by fax, in each case to the applicable
          address set out below:

         

        For
          the
          Vendor:

         

        ETIFF
          Holdings, LLC

        144
          Front
          Street West, Suite 700

        Toronto,
          Ontario  M5J 2L7

        Fax:                      
          905-833-9847

        Attention:           Jason
          Moretto

         

         

        For
          Purchaser:

         

        Foundation
          Venture Leasing Inc., in Trust

        95
          Wellington Street West, Suite 1200

        Toronto,
          Ontario  M5J 2Z9

        Fax:                     
           416-941-8852

        Attention:            Jeremy
          Goldman

         


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        Any
          such
          communication so given shall be deemed to have been given and received
          on the
          day of delivery if delivered, or on the day of faxing, provided that such
          day in
          either event is a Business Day and the communication is so delivered, or
          faxed,
          before 4:30 p.m. (local time) on such day.  Otherwise, such
          communication shall be deemed to have been given and received on the next
          following Business Day.  Any Party may change its address under this
          section by notice to the other Party given in the manner provided in this
          section.

         

        7.7 Severability.  Each
          of the provisions contained in this Agreement is distinct and severable
          and a
          declaration of invalidity or unenforceability of any provision of this
          Agreement
          by a court of competent jurisdiction, including the breadth or scope of
          such
          provision, shall not affect the validity or enforceability of any other
          provision, or part thereof, of this Agreement.  To the extent
          permitted by applicable law, the Parties waive any provision of law which
          renders any provision of this Agreement invalid or unenforceable in any
          respect.

         

        7.8 Successors.  This
          Agreement shall be binding upon and shall enure to the benefit of the Parties
          hereto and their respective successors and permitted assigns.

         

        7.9 Assignment.  This
          Agreement may not be assigned by a Party without the prior written consent
          of
          the other Party.

         

        7.10 Counterparts.  This
          Agreement may be executed in counterparts, each of which shall be considered
          an
          original and both of which taken together shall constitute a single
          agreement.  For the purposes of this Section 7.10,
          a facsimile copy of an executed counterpart of this Agreement shall be
          deemed to
          be an original.

         

        7.11 Governing
          Law.  This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          Province of Ontario and the laws of Canada applicable therein.  Each
          of the Parties hereto hereby attorns to the jurisdiction of the courts
          of the
          Province of Ontario in the event of a dispute.

         

        7.12 Independent
          Legal Advice. The
          Parties hereby acknowledge that they have either been represented by independent
          legal counsel in respect of the negotiation and completion of this Agreement
          and
          the matters contemplated herein or have been provided the opportunity to
          obtain
          independent legal counsel.  The Parties also acknowledge that Fogler,
          Rubinoff LLP and Adam Szweras were acting for the Purchaser and were not
          acting
          for the Vendor or the Company.  To the extent that a Party hereto has
          declined to receive independent legal counsel, such Party hereby waives
          the
          right, should a dispute later develop, to rely on its lack of independent
          legal
          counsel to avoid its obligations, to seek indulgences from the other Parties
          hereto or to otherwise attack the integrity of this Agreement or any of
          the
          provisions hereof, in whole or in part.

         


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF the Parties
          hereto have executed this Agreement.

         

        ETIFF
          HOLDINGS, LLC.

        


        


        


        Per:
          
          
            

          
Name:

        Title:

        


        I
          have
          the authority to bind the corporation.

        


        


        FOUNDATION
          VENTURE LEASING INC., in Trust

        


        


        


        Per:   
          
          
            
Name:

        

        Title:

        


        I
          have
          the authority to bind the corporation.

        


        


        EIGER
          TECHNOLOGY, INC.

        


        


        


        Per: 
          
          
            

          
Name:

        Title:

        


        I
          have
          the authority to bind the corporation.

        


        


        RACINO
          ROYALE, INC.

        


        


        


        Per:
          
          
            

          
Name:

        Title:

        


        I
          have
          the authority to bind the corporation.

        


        


         


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        EXHIBIT
          "1"

         

        FORM
          OF OPTION AGREEMENT